CHANNEL PARTNER AGREEMENT

BY AND BETWEEN 

Ark Neo Financial Services Private Limited, a company incorporated under the provisions of the Companies Act 2013 and having its registered office situated at 15/22, 92nd Street, 18th Avenue Ashok Nagar Chennai 600 083 (hereinafter referred to as the “Company” which expression shall unless repugnant to the context or meaning thereof include and be deemed to include its nominees, successors, legal representative, executors and assignees) of the Second Part.

AND

Channel Partner (hereinafter referred to as “Channel Partner” which expression shall unless repugnant to the context or meaning thereof include and be deemed to include its nominees, successors, legal representative, executors and assignees) of the First part;

Channel Partner and the Company are each hereinafter individually referred to as “Party” or jointly as “Parties”.

WHEREAS 

1. The Company is engaged in the business of providing digital platform for end-to-end automation of the loan process enabling NBFCs (“Platform”) to offer loan against mutual funds. The Company is desirous to enable the Channel Partner to offer the loan products to its customers using the Company’s platform. 

2. Channel Partner is desirous of offering Loan Against Mutual Fund (LAMF) platform, digitally, to their customers. 

3. Relying on the said representations of the Company and the Channel Partner, the Channel Partner has agreed to integrate with the Company for providing the Services, subject to the terms and conditions more fully set forth in this Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES AS UNDER: 

1. DEFINITIONS AND INTERPRETATION

1. Definitions: In this Agreement (including in the recitals hereof or annexures hereto), the following words and expressions shall have, where the context so permits, the following meaning ascribed to them:

“Applicable Law” shall mean any applicable national, state, local or other law, statute, regulations, rules, by laws, ordinances, constitution, principles of common law and includes notifications, guidelines, policies, directions, directives, judgment, decree and orders of any governmental authority, statutory authority, court, tribunal or recognized stock exchange, and having the force of law.

“Business Day” shall mean a day (other than a non-working Saturday, Sunday or a public holiday) on which banks are generally open for business in Chennai;

“Intellectual Property” shall mean all rights, title and interest in, under or in respect of the following arising under Applicable Law, whether or not filed, perfected, registered or recorded: (i) all copyrights, designs, and copyrightable works; (ii) all trademarks, service mark, trade name, service name, trade dress, brand names, business and product names, logos, slogans; (iii) all patents and inventions; (iv) domain names; (v) all know-how, Confidential Information, database, data collections, technology, software, source code, technical data, trade secrets, manufacturing and service processes, systems and techniques, protocols, research and development information (including all research and development data, experimental and project plans and pipeline product information), formulas, business and marketing plans, sales network, service network, customer and suppliers lists, statistical models, computer programs and other documentation, and other proprietary documentation and information of every kind; (vi) all documents of any of the foregoing (in whatever form or medium); (vii) all upgrades, adaptations (in any languages) and development of the foregoing; (viii) all applications made for registration of any of the above; and (ix) all common law rights relating to the above.

“Platform” shall have the meaning, the features and components which are fully detailed in the Annexure A.

“Services” shall mean the activities and services listed in Clause 2 and Annexure B hereof, as amended in writing by the Parties from time to time;

“Update” shall mean optimization and bug fixes, if any, to the Platform. 

“Upgrade” shall mean any additional or new features to the Platform.

2. Interpretations:

1. Headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation.

2. Words denoting the singular shall include the plural and words denoting any gender shall include all genders.

3. A statutory provision includes a reference to (a) the statutory provision as modified or re-enacted or both from time to time (whether before or after the date of this Agreement); and (b) any subordinate legislation made under the statutory provision (whether before or after the date of this Agreement).

4. A Clause or Annexure, unless the context otherwise requires, is a reference to a Clause of or Annexure to this Agreement. 

5. The terms “herein”, “hereto”, “hereof”, “hereunder” and words of similar purport refer to this Agreement as a whole.

6. The terms “include” and “including” shall mean “include without limitation”.

7. The Annexures form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and references to this Agreement include the Annexures.

8. If the due date for a payment falls on a day that is not a Business Day, the due date for such payment shall be deemed to be the immediately succeeding Business Day.

2. APPOINTMENT, SERVICES AND FEES

1. Channel Partner hereby agrees to integrate with the Company and the Company hereby accepts such integration to provide the Platform to the customers of Channel Partner, on the terms and subject to the conditions set forth in this Agreement. The broad framework of the Services of the Platform to be provided by the Company are detailed in Clause 3 below.

2. The Service will commence on a mutually agreed go-live date (“Go-Live Date”) after the completion of integration by Channel Partner.

3. It is agreed that the Company is providing the Services to Channel Partner on a non-exclusive basis and Channel Partner is availing such Services on a non-exclusive basis, and that this Agreement shall not affect the right of either Party to enter into any similar arrangement either directly or indirectly with any third party whatsoever.

4. The features of the platform are specified in Annexure A

5. It is agreed that the platforms/products specified in Annexure B (hereinafter referred to as “Product”) will be provided by the Company to the customers of the Channel Partner

6. It is agreed that the fees specified in -bps through email to contact@dhanlap.com will be paid by the Company to the Channel Partner according to the terms and conditions specified in the Agreement.

3. SCOPE OF SERVICES

1. Scope of Services to be provided by the Company (herein after referred to as “Services”):

1. Managing, maintaining and operating the Platform;

2. collection of preliminary application data from Channel Partner and/or potential borrowers;

3. generating credit reports for credit assessment of the prospective customer / borrower from CIBIL and/or any other agency authorised in this behalf by the RBI;

4. communicating to a potential qualifying borrower the approval or rejection of his /her Loan application;

5. arranging execution of the loan agreement(s) between NBFC and the qualifying borrower(s);

6. assisting with collections/recovery of principal and interest payments;

7. attending to service requests /Product related queries from potential qualifying borrowers;

8. adopting the guidelines on Fair Practice Code issued by the RBI; and

9. Other related services as may be mutually agreed between the Parties in writing.

2.  Scope of Services to be provided by the Channel Partner to Company

1. Integrating with the Company using the Company’s API;

2. Providing customer information i.e. name, PAN, email id and mobile no., and mutual fund folio and unit holding information of the customer to the Company as available with the Channel Partner. The Channel Partner will not be liable or responsible for accuracy of data related to mutual fund folio and unit holding information of the customer.

3. Adopting the applicable guidelines on Fair Practice Code as per the regulatory norms

4. Other related services as may be mutually agreed between the Parties in writing

4. RECORDS & BUSINESS CONTINUITY PLAN

1. Preservation of Records:

1. During the Term of this Agreement and thereafter to the extent required by Applicable Law, the Company agrees that it will preserve the documents and data that are directly in relation to its obligations under this Agreement with Channel Partner. 

2. The Company hereby agrees to ensure that it shall isolate and clearly identify the information, documents (in hard copies or soft files), computerized data/information, records and assets of the prospective or qualified borrowers of Channel Partner, to protect the confidentiality of the information.

2. Business Continuity Plan

1. The Company hereby confirms that it has developed and established a robust framework for documenting, maintaining and testing business continuity and recovery procedures and the same are tested periodically, and agrees to test such business continuity and recovery plan.

2. The Company hereby agrees and understands that Services to be performed under this Agreement shall continue to be offered under all circumstances. In the event of any difficulty in performing the required Services, Company shall make alternative arrangements to ensure that the required services are continued to be performed without any interruption to Channel Partner.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents, warrants and covenants to the other Party that: (a) it is duly incorporated under the law of India and it has the full power, right and authority to execute this Agreement and perform its obligations thereunder; (b) it has obtained all necessary approvals, consents, sanctions or authorisations required to enter into and perform this Agreement and no other approvals, consents, sanctions or authorisations of any regulatory authority or any other person are required to be obtained by it for the execution, delivery and performance of this Agreement; (c) the execution, delivery and performance of this Agreement does not constitute a breach of applicable laws, its charter documents or any agreement, arrangement or understanding, oral or written, entered into by it with any third party; (d) it has not filed or taken any corporate action or taken any steps nor has initiated any legal proceeding or been made a party or sought to be made a party to any legal proceedings for its winding up, bankruptcy, liquidation, insolvency, dissolution or reorganization

6. INTELLECTUAL PROPERTY RIGHTS 

1. Nothing in this Agreement is intended to grant any rights under the patent, copyright or other Intellectual Property Rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party’s Confidential Information, except the limited right to use such Confidential Information in connection with the Services to be provided under this Agreement. 

2. Ownership: Each Party owns, and will continue to own all right, title and interest in and to any Intellectual Property rights that it owned prior to this Agreement, or that it created or acquired, or creates or acquires, independently of its obligations pursuant to this Agreement (collectively, “Retained Intellectual Property”). Nothing contained herein shall at any time during the continuation of this Agreement or after the expiry or earlier determination thereof give be deemed to give or confer upon either Party any right, title or interest or claim in or to the Retained Intellectual Property, which shall continue to vest solely and absolutely in favour of the respective Party. No licenses or rights (including licenses or rights under patents) are granted either directly, by implication, or otherwise under this Agreement.

3. Both Parties further agree that the name, trademark and/or logo and/or any other Intellectual Property of the other Party shall not be used in any sales or marketing publication or advertisement or in any other manner whatsoever without prior written consent of the concerned Party in writing.

4. The Parties acknowledge and agree that the Platform (including Updates and Upgrades, if any) shall, at all times, be the sole property of the Company and Channel Partner shall have no rights/claims against the same save and except as stated herein. 

 

7. CONFIDENTIALITY

1. Each Party acknowledges that all information, input and data, whether written, verbal, documentary or electronic form, of a confidential nature including, without limitation, the terms of this Agreement and all transactions relating thereto,and which is delivered or disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) directly pursuant to this Agreement (“Confidential Information”), shall be held in confidence by the Receiving Party and, unless the Disclosing Party has given its prior written consent thereto, shall be disclosed only to those of the Receiving Party’s employees or authorized representative(s) (including, professional advisors or subcontractors) having responsibilities for its performance of this Agreement (which employees or representatives shall have been notified of the confidentiality of such information). The Parties also undertake that they shall not use the Confidential Information for their own purposes or for the purposes of any of their customers or for rendering services to them.

2. The Receiving Party hereby agrees that they shall not disclose such Confidential Information to any third party except when mandated under Applicable Law. However, the Receiving Party shall wherever possible obtain the prior written consent of the Disclosing Party prior to such disclosure, or immediately notify the Disclosing Party of such disclosure pursuant to Applicable Law. 

3. The Receiving Party shall not be liable for the disclosure or use of the Disclosing Party’s Confidential Information which: (i) is, or becomes, publicly known, other than by breach of this Agreement; (ii) is obtained by the Receiving Party from a third party without restriction; (iii) is previously known by the Receiving Party at the time of disclosure by the Disclosing Party; (iv) is, at any time, developed by the Receiving Party completely independently of any disclosures hereunder; or (v) is required to be released by law (including any applicable securities laws) provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

4. The Parties acknowledge and agree that it would be difficult to measure the damages that might result from any actual or threatened breach of this Clause 7 and that such actual or threatened breach by it may result in immediate, irreparable and continuing injury to the Parties and that a remedy at law for any such actual or threatened breach may be inadequate. Accordingly, the Parties agree that the non- defaulting Party, in its sole discretion and in addition to any other remedies it may have at law or in equity, shall be entitled to seek temporary, preliminary and permanent injunctive relief or other equitable relief, issued by a court of competent jurisdiction, in case of any such actual or threatened breach (without the necessity of actual injury being proved).

5. The obligations of the Parties under this Clause 7 shall be applicable during the Term of this Agreement and at all times thereafter and shall survive notwithstanding the termination or expiry of this Agreement. 

8. DATA PROTECTION

1. Company and Channel Partner and both its personnel shall comply with all Data Protection Legislation and such compliance shall include, but not be limited to, maintaining a valid and up to date registration or notification (where applicable) under the Data Protection Legislation.

2. For the purpose of this Agreement, "Data Protection Legislation" means all legislation and regulations, as may be applicable, relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation.)

   1. the Information Technology Act, 2000 (as amended from time to time), including the rules framed there under;

2. all other banking/ financial services industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to; and

3. any other Applicable Law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual. 

"Personal Data" shall have the same meaning as ascribed to it under the Information Technology Act, 2000 (as amended from time to time).

3. Company shall only undertake processing of Personal Data reasonably required in connection with the performance of its obligations under this Agreement; and shall comply with all reasonable procedures and processes notified by from time to time.

4. Company shall not process or transfer any Personal Data of Channel Partner and its customers, in India or outside India without the prior written consent of Channel Partner / its customer.

5. Company shall at all times have appropriate technical and organisational measures in place to prevent unauthorized access of any Personal Data.

9. TERM AND TERMINATION

1. This Agreement shall come into force on the Effective Date and will be in force (“Term”), unless terminated earlier in the manner provided for under this Agreement. 

2. Either Party may terminate this Agreement by giving 3 (three) months prior written notice to the other Party, without assigning any reason whatsoever at any time before the expiry of the Term.

3. In addition to any other remedies which may be available at law or equity, in the event of any breach of this Agreement by a Party (“Default”), the Party not in default (“Non-Defaulting Party”) shall have the right to give the other Party (“Defaulting Party”) written notice thereof (“Notice of Default”), which notice must state the nature of the Default in reasonable detail and request that the Defaulting Party to cure such Default within 30 (thirty) days. If such Default is not cured within the period set forth herein after receipt of a Notice of Default by the Defaulting Party or if such Default is not capable of being cured, then the Non-Defaulting Party, at its option, may terminate this Agreement by giving written notice effective immediately.

4. Notwithstanding the above, either Party shall be entitled to terminate this Agreement by giving a written notice of 30 (thirty) days to the other Party in the event that the other Party becomes insolvent or makes any arrangement with its creditors or has a receiver or administrator appointed to the whole or any part of its assets or if an order is made or a resolution passed for its winding up.

5. Consequences of Termination: Upon termination or expiration of the Term of this Agreement for any reason:

1. The Company shall:

1. Immediately cease and refrain from any action that would or may indicate any relationship between the Company and Channel Partner.

2. Immediately cease to use in any manner whatsoever name of the Channel Partner, the trademark, tradename & corporate logo of Channel Partner and any other Intellectual Property of Channel Partner.

3. Remove all signs or advertisements identifiable in any way with Channel Partner and in event of failure to do so promptly, to permit the authorized associates of Channel Partner to enter the premises for such purpose.

4. Do all such acts and things and execute all such documents Channel Partner shall require in particular but without limitation such notification of cessation of this Agreement.

2. Channel Partner shall:

1. Immediately cease use of the Platform.

2. Immediately cease and refrain from any action that would or may indicate any relationship between it and Company.

3. Immediately cease to use in any manner whatsoever name of the Company, the trademark, tradename & corporate logo of Company and any other Intellectual Property of Company

4. Remove all signs or advertisements identifiable in any way with Company and in event of failure to do so promptly, to permit the authorized associates of Company to enter the premises for such purpose.

5. Do all such acts and things and execute all such documents Company shall require in particular but without limitation such notification of cessation of this Agreement.

3. The Channel Partner and Company can mutually agree to continue the services until all the loans of the customers of Channel Partner is closed in the platform.

4. Every liability and obligation of either Party to the other accrued at the time of expiration or termination of this Agreement shall continue and dues shall be payable notwithstanding such expiration or termination.

10. MISCELLANEOUS 

1. The Company covenants and undertakes that any documentation and data submitted by Channel Partner in respect of the customers shall be utilized solely for the purposes of this Agreement and the Company shall not directly or indirectly, solicit, approach or communicate with the customers nor undertake any cross-selling activities.

2. Independent Parties: This Agreement is on the principal-to-principal basis and does not create and shall not deem to create any employer-employee relationship between Company and the Channel Partner. The Channel Partner shall not by any acts, deeds or otherwise any person that the Channel Partner is representing or acting as agent of Channel Partner except to the extent and purpose permitted herein. Company shall not be liable for any obligations / responsibilities, contractual, legal or otherwise, towards the Channel Partner’s employees/agents directly and/or indirectly, in any matter whatsoever, and the Company’s employees shall not be at any time treated/ construed to be employees of Channel Partner.

3. Notices:

1. The Company and the Channel Partner will share to each other all the relevant papers regarding its constitution, names and addresses of the management and other key personnel of the Company and proof of its registration with the concerned Government authorities required for running such a business. Both parties will inform each other in writing about any change in its address or the names and addresses of its key personnel.

2. Any notice or other communication required or permitted to be given between the Parties under this Agreement shall be given in writing at the following address or such other addresses as may be intimated from time-to-time writing.

Channel Partner —	Company- Ark Neo Financial Services Private Limited
As Provided while registering online	15/22, 92nd Street, 18th Avenue Ashok Nagar Chennai 600 083
	Contact Person: D B Balachandran

4. Entire Agreement:This Agreement constitutes the entire agreement between the Parties with respect to the matters set forth herein and supersedes all previous or other writings and understandings, representations, proposals, oral or written, express or implied, with regard thereto. 

5. Amendment/Modification: The Parties can amend this Agreement at any time. However, such amendment shall be effective only when it is reproduced in writing including via email. 

6. Severability: Each term, condition, covenant or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant or provision shall be held by a court of competent jurisdiction to be invalid, the remaining provisions shall continue.

7. Waiver:At any time, any indulgence or concession granted by the Company shall not alter or invalidate this Agreement nor constitute the waiver of any of the provision hereof after such time, indulgence or concession shall have been granted. Further, the failure of Company to enforce at any time, any of the provisions of this Agreement or to exercise any option which is herein provided for requiring at any time the performance by the Company of any of the provisions hereof, shall in no way be construed to be waiver of such provisions of this Agreement nor in any way affect the validity of this Agreement. Waiver, if any, has to be in writing. 

8. Force Majeure: Neither Party shall be in default if a failure to perform any obligation hereunder is caused solely by supervening conditions beyond that Party's reasonable control, including acts of God, civil commotion, epidemic, pandemic, strikes, acts of terrorism, and Governmental or public authority's demands or requirements, and such other similar events (each a “Force Majeure Event”).The Party whose performance is affected by a Force Majeure Event shall immediately notify the other Party in writing of the occurrence and end of the Force Majeure Event, failing which the Party claiming the benefit of Force Majeure Event shall not be entitled to any relief, unless otherwise agreed in writing by the other Party.11.2. In the event that any Force Majeure Event continues for a period in excess of 1 (one) month, the Parties shall mutually agree on the future course of action in relation to the Agreement. 

9. Governing Law, Jurisdiction and Dispute Resolution: 

1. The applicable law governing this Agreement shall be the laws of India and subject to Clause 10.9.2, the courts of Chennai shall have the exclusive jurisdiction to try any dispute with respect to this Agreement. 

2. The Parties hereto irrevocably agree that any claim, dispute or difference of any kind whatsoever arising out of or in connection with this Agreement (including, without limitation any question regarding its existence, validity or termination) between any of the Parties to this Agreement shall, (i) attempt to be resolved by the Parties through discussion, (ii) incase no resolution is arrived at after discussions over a period of 30 (thirty) days, such dispute be referred to and finally resolved by arbitration pursuant to the Arbitration and Conciliation Act, 1996 and rules made pursuant thereto. The tribunal shall be composed of 1 (one) arbitrator mutually appointed by the Parties. The seat and venue of the arbitration shall be Chennai, India and the language of the arbitration shall be English. The decision of the arbitration tribunal shall be final and binding on the Parties. 

10. Construction: This Agreement has been negotiated in good faith by the Parties and the execution of this Agreement is not affected by fraud, undue influence, coercion, duress or an unequal bargaining power. Each Party has had ample time to seek legal advice regarding the terms and conditions thereof. This Agreement is deemed to be jointly drafted by the Parties and no rule of construction shall be applied to the disadvantage of a Party because any one Party was responsible for the preparation of this Agreement. If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable, it shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent have been held as invalid, illegal or unenforceable, had never been contained herein.

11. Assignment: The Parties hereto will not assign this Agreement and/or any rights and/or obligations hereunder without the written consent of the other Parties and any such assignment without obtaining such prior consent shall be considered null and void.

12. Counterparts: This Agreement may be executed in any number of counter parts, all of which together constitute a single agreement. Executed counter parts may be transmitted electronically and shall be considered as original documents.

13. Survival: The following clauses shall survive the termination or expiry of this Agreement: Intellectual Property Rights (Clause 6); Confidentiality (Clause 7); Data Protection (Clause 8); Termination (Clause 9); Indemnification (Clause 10) and Governing Law, Jurisdiction & Dispute Resolution (Clause 11.9) and Survival (Clause 11.13).

 

 

 

 

ANNEXURE A 

TECHNICAL FEATURES OF PLATFORM 

The Company has agreed to enable the Channel Partner customers with its digital lending Platform to take loan against their mutual fund units. The Company is responsible for the digital lending services, Platform provided by the Company, along with the agreements with NBFC to lend against the mutual fund units and shall ensure its proper functioning. 

The Company’s Platform consists of various components that collectively provide all necessary functionality to offer loan facility to potential borrowers. Those components are:

1. Onboarding: All customers will be onboarded digitally on the Platform. Apart from collecting customer relation information, KYC and AML checks will also be carried out as per the RBI guidelines. 

2. Loan Designer: A loan designer will be provided to the customer to strategize his loan and design his/her repayments based on various options – the tenure of the loan, monthly, quarterly repayments or balloon repayments, monthly repayment deduction date and other parameters.

3. Lien Marking: The lien marking of the mutual fund units will be done by the RTA of mutual fund – CAMS / KFintech. The Platform has integrated with CAMS / KFintech so that the lien marking can be done seamlessly – online and real time. A couple of OTPs will be received by the customer from these entities to initiate and confirm the lien marking process.

4. Loan Agreement: The loan agreement will be signed between the customer / borrower and the NBFC that is offering this loan. This is done digitally using eSign facility provided by NESL or similar entities. The Platform has integrated with a Company that get the eSign of the NBFC affixed in the agreement. This is done online and in real time. 

5. Loan Disbursement: The loan disbursement will be done by the LPaaS Platform. The customer bank account will be verified by using the penny drop facility. The money will be transferred from the NBFC bank account to the customer verified bank account. This will happen as soon as the loan agreement is signed and the lien marking of the units have been accomplished. 

6. Repayments/Collections/Redemptions: 

1. An eNACH will be generated during the loan processing process. The eNACH will have the amount of the monthly/quarterly/balloon repayment from the customer verified bank account. This amount will be deducted (at the determined frequency and date) and paid to the NBFC bank account.

2. The borrower will be given an option to redeem the mutual fund units and repay the loan (outstanding principal, interest and charges)

3. In Case of Delay/Default: The invocation of pledge shall be exercised in this case and this shall be handled by the software of the Company. 

7. Reports: The system of the Company shall provide necessary reports to Channel Partner required for business purposes. The most significant reports for Channel Partner are the ‘macro view’ of all their loans in the platform as well as a ‘drill down view’ on each loan. The customer will have a view of his loan(s), repayment done, outstanding balances, payment schedules and lien marked units using their login credential. 

 

 

ANNEXURE B

DETAILS OF PRODUCTS OFFERED 

Products

1. Loan Against Mutual Funds

2. Loan Against Shares