Important OSP Terms & Conditions

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These Terms and Conditions together with our Privacy Policy (collectively “the Terms” or “Agreement”) and Additional Terms (if any, as may be separately agreed between You and CreditMantri in connection with specific Services that you may avail from time to time) are the terms and conditions subject to which you are allowed to access/use this website www.creditmantri.com (“the Website”) and/or the online, web-based facilities, solutions and services made by CreditMantri, including available through the Website (“the Service”).This Agreement along with Annexure and Schedules forms integral part of the Agreement.

These Terms are legally binding. So please do read through them carefully and make sure you understand them before you accept these Terms. By clicking the box indicating acceptance of these Terms, you acknowledge and agree that you have read and understood these Terms and that these Terms form a legal and binding agreement between us. If you do not agree to these Terms, do not access or use the Website or the Service or any part thereof.

CreditMantri may modify these Terms / the Additional Terms from time to time and any changes will be notified to you through the Website or via the Service. Once you have received notice of any change in these Terms/ the Additional Terms, any subsequent use of the Website or the Service will be deemed to constitute your acceptance of such modified / changed Terms.

In these Terms and any Additional Term as may be relevant, "OSP", “User”, “you” or “your” shall refer to you, the person who is accessing / using this Website / the Service and the term “CreditMantri”, “CMFPL”, “we”or “our” shall refer to CreditMantri Finserv Private Limited, a company with its registered office at CreditMantri Finserve Private Limited Unit No. B2, No 769, Phase-1, Lower Ground Floor, Spencer Plaza, Anna Salai, Chennai - 600002 and wherever the context requires, shall also include CreditMantri’s licensors and affiliates and their respective employees, officers, directors, agents and representatives.

All capitalized terms used in these Additional Terms but not defined herein shall have the same meaning as defined under the Primary Terms.

CMFPL and You shall be collectively referred to as "Parties" and individually as CMFPL and OSP.

A. CMFPL is in the business of developing, operating, and maintaining a marketplace using, proprietary technology platforms that assists its customers in obtaining their credit scores and connecting with various lending institutions online, and otherwise, using such technology and providing credit aggregation services to its customers and financial institutions in respect of improving and maintaining credit eligibility of its customers.

As OSP you declare you are in the business of interacting with consumers/small businesses either directly or through your agents to help such consumer/small businesses meet their financial needs.
Relying on the representations of the you, CMFPL has considered the offer and has decided to avail your services on a non-exclusive basis upon the terms and conditions contained hereinafter.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES OF THE PARTIES AS SET FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: -

1. SCOPE OF SERVICE

The Parties agree that the OSP shall provide to CMFPL, such referral services, as more fully described in Schedule A (referred as “Services”), via digital and/or offline channels as may be required by CMFPL in accordance with its business needs from time to time.
CMFPL shall on a monthly or at such other periodic basis as it may determine fit, issue a Service Order (SO) for the Services that it requires from time to time in the format provided in Appendix A to this Agreement. The OSP shall ensure that the Services required under such SOs are provided strictly in accordance with the SO and this Agreement without any deviation (unless specified otherwise by CMFL in writing) and all SOs issued by CMFPL in accordance with this Agreement shall be binding on the OSP.
All the terms and conditions contained in this Agreement and the relevant SO shall be binding on the Parties and in the event of any contradiction or conflict between the terms of this Agreement and any PO, then unless otherwise specified in an SO, the terms of this Agreement shall prevail over the terms of the said SO to the extent of such contraction.
The OSP may engage any third-party service providers, agents or subcontractors to provide the Services, provided the OSP shall be solely and full responsible for the full and timely performance of the Services and the OSP shall be solely liable for any action or omission on the part of any such third party service providers, agents and sub-contractors engaged by the OSP for the purpose of providing the Services pursuant to an PO under this Agreement.
The OSP agrees to indemnify, defend, and hold harmless CMFPL, its employees, officers, directors, agents and associates against any loss or damage (including reasonable attorneys’ fees) suffered in connection with or resulting from any third- party claim against the CMFPL arising out of any action or omission on the part of any third-party service providers, agents, or sub-contractors engaged by the OSP.
CMFPL will provide the OSP with such Product Collaterals as may be specified in an SO, to be used by the OSP while providing the Services under an SO issued under this Agreement. The OSP shall only use the Product Collaterals provided by CMFPL to provide the Services under this Agreement. All Product Collaterals provided by CMFPL are provided on an “as is” basis.

2. CHARGES

In consideration of the full and timely performance by the OSP of the Services, CMFPL shall pay OSP charges as described in Schedule B to this Agreement (“Charges'') or such other arrangements agreed in writing or as published in the website. For the purpose of this Agreement, Attribution of payout will happen to cases where the customer has availed Creditmantri services, as described in Schedule B, having registered through the OSP’s unique reference code provided by CMFPL.
The Charges are exclusive of applicable Goods and Services Tax.
The OSP shall raise an invoice for the Charges for each month by the 5th (Fifth) working day of the following month.
OSP shall be responsible for remitting all taxes in connection with Services with the appropriate statutory authority.
All payments shall be made in Indian Rupees (INR) and shall be subject to income tax deduction at source, if applicable, and CMFPL shall be responsible for remitting such tax deducted at source and for furnishing the OSP with necessary certificates as required under law.
All invoices raised under this Agreement shall, subject to the CMFPL’s verification, be payable within 45 (forty-five) days of its receipt by CMFPL. In the event CMFPL disputes any leads for the billing month as unqualified, OSP must respond within 30 days from the date of notice and provide sufficient detailed evidence to prove the same. The Parties agree to resolve any such disputes in good faith.
All payments to the OSP by CMFPL shall be made by means of electronic fund transfer only, and no requests for cash payments shall be accepted under any circumstances. All payments to the OSP by CMFPL shall be made to the OSP directly, not to any other third party including any third-party service providers, agents or subcontractors that may be engaged by the OSP in terms of Clause 1.D of this Agreement. Except as expressly set forth in this Agreement, each Party will bear all costs and expenses incurred in performing its obligations and exercising its rights under this Agreement and the OSP is not entitled to receive any other charges, fees, commissions, or other remuneration for the performance of its obligations under this Agreement other than the Charges as mentioned above.

3. UNDERTAKINGS, REPRESENTATIONS & WARRANTIES:

OSP represents and warrants as follows:

The OSP shall perform the Services in a professional manner, in conformance with that level of care and skill ordinarily exercised by other professional organizations and in compliance with all applicable laws and regulations and holds all valid and current licenses required to perform the Services, in relation to this Agreement and any matter relating to them.
The OSP shall use best efforts to provide the Services and shall at its own cost, maintain such resources as are reasonably necessary for this purpose. The OSP shall ensure that its employees and its third-party service providers, agents, or subcontractors who are involved in providing the Services are sufficiently qualified and skilled to undertake the Services.
The OSP shall not make any false, misleading, or inaccurate representations, warranties or advertisements regarding CMFPL or the nature, quality, performance etc. of the CMFPL.
All marketing, sales or promotional materials used by the OSP in connection with the Services (“product Collaterals”) shall be those provided by or approved (in writing) by CMFPL and the OSP has, and may exercise, no authority to make statements or representations concerning CMFPL that exceed,or are inconsistent with such product Collaterals. There shall be no change, modification, edits and/or enhancements to the product Collaterals in any manner whatsoever and the same shall be used strictly on an “as is” basis. The OSP Shall not use CMFPL’s collaterals or logo in any of its communications unless explicitly approved by CMFPL in writing.
The OSP understands and accepts, there is no Principal and Agent relationship created. The OSP is acting hereunder as an independent contractor and has no authority to assume, create or incur any obligation or liability on behalf of CMFPL or make any representation, guarantee, or warranty on CMFPL’s behalf and shall not hold itself out as having any such authority or power.
The OSP is not authorized to accept any orders on behalf of CMFPL or to otherwise finalize any business agreements and/or contracts on behalf of CMFPL.
The OSP undertakes that during the term of this Agreement, it shall ensure its employees and the third party service providers, sub-contractors, agents and representatives engaged by the OSP to undertake the Services (i) comply with all the terms and conditions contained in this Agreement and all applicable laws and regulations as amended from time to time, in the performance of its obligations; (ii) hold all valid and current licences required to perform the Services, in relation to this Agreement and any matter relating to them.
The OSP further undertakes not to use/ make any of the design, communication, messaging, logo, images, and such other customised creatives if any, developed exclusively for CMFPL, for any of its other clients.
The OSP represents and warrants that it shall not infringe and/or otherwise violate any third-party rights including, but not limited to, intellectual property rights, during the course of rendering its Services hereunder. In addition to the foregoing, the OSP specifically represents and warrants that it shall, in no manner, neither directly nor indirectly, use, reproduce and/or exploit the name and/or logo of the credit rating agency named, ‘TransUnion CIBIL Ltd’ that is doing business as, ‘CIBIL’, including its registered trademark “CIBIL” and/or any other mark identical with and/or substantially similar to the name and/or logo of “CIBIL” and/or any other mark containing the word “CIBIL” in any manner whatsoever, while rendering its Services hereunder, including for communication of the Product Collaterals that may include emails and/or any other form of communication required to be disseminated by the OSP and/or its third parties engaged by it pursuant to this Agreement. The OSP further represents and warrants that it shall ensure that any third party engaged by the OSP in connection with the Services to be rendered hereunder, including, but not limited to, any service provider, agent, publisher, advertiser and/or sub-contractor, shall also be responsible for strict compliance of the foregoing representation and warranty.
The OSP undertakes that it shall perform the Services in an ethical and bona fide manner and in the course of providing the Services, the OSP shall not do anything that may adversely affect the goodwill and reputation of CMFPL or unfairly denigrate, attack or discredit any third party’s products.
The OSP shall be responsible for its third-party service providers, agents, sub- contractors adherence to the undertakings and warranties set out in this Agreement.

Each Party hereby represents and warrants that:

The execution, delivery and performance of this Agreement has been duly authorized by all necessary actions on the part of it and shall not violate any applicable law.
The execution of this Agreement by its representative whose signature is set forth at the end of this Agreement or SO and the delivery of this Agreement by CMFPL and OSP has been duly authorized by all necessary corporate action of each Party.
This Agreement has been executed and delivered by each Party and constitutes the legal, valid, and binding obligation on the Parties, enforceable against each Party in accordance with terms contained under this Agreement.
There are no actions, suits, proceedings, or material claims or investigations pending or threatened against it in any court, or arbitrator or any governmental body, agency or official, that, if adversely determined, could adversely affect its ability to satisfy its obligations hereunder.
Each party confirms that it has complied and will continue to comply with its obligations relating to personal data that apply to it under applicable data protection laws.

4. CONFIDENTIALITY

The OSP shall treat all Confidential Information of CMFPL as strictly confidential and shall not use such Confidential Information except as required for the purpose of fulfilling its obligations or for exercising its rights as set forth in this Agreement, and shall not disclose such Confidential Information to any third party and shall be responsible to instruct or cause its employees, third party service providers, agents, , and contractors to maintain confidentiality of such Confidential Information.
“Confidential Information” shall mean all documents data, information, and material of CMFPL (including for avoidance of doubt in reference to CMFPL any Confidential Information of CMFPL’s clients or customers) that is designated as “Confidential” or information that under the circumstances surrounding disclosure, ought to be treated as confidential or that is of proprietary nature that comes into the possession or know of the OSP and shall include the following:

Trade secrets, know-how, processes, programs, software, financial information, data, techniques, material, and sales and marketing plans or any other information of whatsoever nature or any parts thereof, additions thereto and materials related thereto, produced or created at any time by the OSP in the course of or in connection with or while in the continuation of this Agreement.Program/Software shall mean source code and/or machine instructions wherever resident and on whatever media and all related documentation and software.
Corporate strategies and any other confidential and proprietary material and information of CMFPL, which could cause competitive harm to the disclosing Party if disclosed.
Customer and prospective customer lists, and all other information and material, which may be created, developed, conceived, gathered or collected or obtained by the OSP in the course of or while in or in connection with or for the purposes of this Agreement and All improvements/ modifications, alterations substantial or otherwise, that may have been affected to the said Confidential Information.

The OSP may divulge Confidential Information to its employees, third-party service providers, agents or subcontractors, strictly on need-to-know basis and shall take reasonable steps to ensure that its employees, third-party service providers, agents, and sub-contractors do not disclose the Confidential Information to any unauthorized third party.
The OSP agrees that he or she shall not and shall ensure that its employees, third- party service providers, agents and subcontractors do not make, have made, replicate, reproduce, use, sell, incorporate or otherwise exploit, for his or her own use or for any other purpose, any of the Confidential Information that is or may be revealed to him or her by CMFPL or which may in the course of this Agreement with CMFPL come into his or her possession or know unless specifically authorized to do so in writing by CMFPL.
Without limiting the foregoing, the OSP shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by CMFPL under this Agreement.The OSP shall promptly notify CMFPL of any actual or suspected misuse or unauthorized disclosure of the Confidential Information.
The OSP agrees and confirms that all intellectual property rights in the Confidential Information shall at all times vest in and remain with or belong to CMFPL and the OSP shall have no right title or claim of any nature whatsoever in the said Confidential Information.
CMFPL agrees that no license is granted, agreed to be granted, or implied by the terms of this Agreement, or by the disclosure to the OSP of the Confidential Information. Confidential Information does not include information that (1) is in the public domain as a result of no act or omission of the OSP or the ONC’s employees, third-party service providers, agents or subcontractors or (2) is lawfully received by the OSP from third parties without restriction and without breach of any duty of nondisclosure by any such third party or (3) requested or required (whether by law, regulation, or court order) to disclose any Confidential Information or a portion thereof, that OSP agrees to give CMFPL prompt written notice of such request or requirement so that CMFPL may seek an appropriate order or other remedy protecting the Confidential Information from disclosure and cooperate with CMFPL, at the CMFPL’s expense, to obtain such protective order or other remedy. In the case that a protective order or remedy is not obtained or if the non-disclosing Party waives its right to seek such an order or other remedy, then OSP may furnish only that portion of the Confidential Information which it is legally required to disclose and it shall give CMFPL written notice of the Confidential Information to be disclosed as far in advance of disclosure as practicable and use commercially reasonable efforts to obtain assurances that confidential treatment shall be accorded to such Confidential Information.
The OSP acknowledges that any Confidential Information that comes into the possession and / or knowledge of the OSP is of a unique, highly confidential and proprietary nature. It is further acknowledged by the OSP that the disclosure, distribution, dissemination and / or release by the OSP of the Confidential Information without the prior written consent of the CMFPL or any breach of this Agreement by the OSP will cause CMFPL to suffer severe, immediate and irreparable damage and monetary damages alone would not be sufficient remedy for such breach. Accordingly, notwithstanding anything contained herein, upon any such breach or any threat thereof, CMFPL shall without prejudice to any other remedies available to it, be entitled to appropriate equitable relief including the relief of specific performance and injunctive relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law.

5. INTELLECTUAL PROPERTY

Except as expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other party's intellectual property.
As between the Parties, CMFPL owns all current and future rights, title, and interest (including all intellectual property rights) throughout the world in the Product Collateral, any documentation related to CMFPL and the CMFPL Marks (defined below).
The OSP agrees that it shall not and shall ensure that its employees, third-party service providers, agents, and sub-contractors do not, directly or through any other person replicate, reproduce, adapt, modify, translate, or create derivative works (in any material form including storing in any medium by electronic means), delete portions from, sell, incorporate or otherwise exploit, any of the Product Collateral and the CMFPL Marks that are provided by CMFPL unless authorized or approved in writing by CMFPL.
If the OSP makes, creates, develops, conceives or devises during the period of this Agreement, either, partially or wholly, any Product Collateral, the ONCs hereby agrees and confirms that all rights, title and interest including intellectual property rights in such Product Collateral shall at all times vest in and remain vested in CMFPL and agrees to transfer and assign to CMFPL all rights, titles and interests including intellectual property rights the OSP may have in such Product Collateral for the entire term of such intellectual property right throughout the world.
The OSP may use the trade names, trademarks, logos in or associated with the CMFPL (“CMFPL Marks'') solely in connection with the ONC’s activities under this Agreement, and in accordance with CMFPL’s instructions in this regard from time to time. The OSP shall not otherwise use or register (or make any filing with respect to any CMFPL Marks anywhere in the world or contest CMFPL’s right to do so anywhere in the world All goodwill arising from the use of the CMFPL Marks by the OSP shall accrue solely to CMFPL.
The OSP shall promptly disclose to an authorized officer of CMFPL all ideas, innovations, discoveries, improvements, suggestions, comments, reports, or other feedback made, created, developed, conceived or devised by him or her during the period of this Agreement and the OSP hereby agrees and confirms that all rights. title and interest including intellectual property rights therein shall at all times vest in and remain vested in CMFPL and agrees to transfer and assign to CMFPL rights, titles and interests including intellectual property rights the OSP may have in such improvements, suggestions, comments, reports or other feedback.
On request of CMFPL, the OSP shall execute from time to time, during or after completion/ termination of this Agreement with CMFPL, such further instruments, including without limitations, applications for letters of patent, trademarks, trade names and copyrights or assignments thereof, as may be deemed necessary or desirable by CMFPL to perfect the title of CMFPL in the intellectual property rights and to effectuate the provisions of this Agreement. All expenses of filling or prosecuting any application for patents, trademarks, trade names, or copyrights shall be borne solely by CMFPL, but the OSP shall coordinate and cooperate in filing and / or prosecuting any such applications.

6. REPRESENTATIONS AND WARRANTIES

The OSP represents and warrants that:

It has sufficient number of trained personnel for fulfilling its obligations under this Agreement. The OSP shall be solely responsible for the supervision and control of its employees, third party service providers, agents and subcontractors, their safety, security, proper behaviour, and conduct. The OSP shall also be responsible for timely payment of all dues to its employees, third party service providers, agents, and sub- contractors, as may be payable or become payable under the Indian labour laws.
It has the authority, competency, capacity, skill, financial capabilities, and the necessary infrastructure including but not limited to manpower to successfully perform its obligations under this Agreement and provide materials, information and deliverables hereunder, and that its obligations hereunder are not in conflict with any other OSP obligations.
Each of its employees has the proper skill, training, and background necessary to accomplish their assigned tasks.
Neither any deliverables, information, or materials hereunder, nor any performance of any Services by the OSP infringe upon or violate the rights of any third party and CMFPL shall receive free and clear title to all works, materials, information, and deliverables prepared and/or developed in connection with this Agreement.

7. FORCE MAJEURE EVENT

Neither CMFPL or the OSP shall be liable to the other nor shall be deemed in default for any delay, failure in performance, loss, or damage due to a Force Majeure Event provided that such delay, failure, loss or damage.

Could not have been prevented by commercially reasonable precautions and
cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable alternate sources, work-around plans or other means.

If the performance of the Services is delayed or impacted by a Force Majeure Event, the OSP shall immediately notify CMFPL of the occurrence of such event and describe in reasonable written detail its nature.
For the purpose of this Agreement, the 'Force Majeure Event' means anything outside the reasonable control of a party including fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor dispute, civil disorder, riot, act of civil or military authority, act of public enemy, terrorist threat or activity, war (declared or undeclared), act of god, act or omission of carriers or suppliers, restriction of law, regulation, order or other acts of regulatory or governmental agency(i.e.), interruption or failure of telecommunication or digital transmission link, Internet failure or delay.

8. ENTIRE AGREEMENT

This Agreement, together with the POs, the recitals and the Annexures attached hereto, and all cross references referred to herein, constitute the entire agreement between the Parties hereto, and supersede any and all prior agreements or understandings between the Parties with respect to the subject matter hereof.

9. RELATIONSHIP BETWEEN PARTIES

This Agreement is for provision of Services by the OSP on a principal-to-principal basis and does not create any principal-agent relationship between the Parties. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties nor create any employer-employee relationship between the personnel of one Party and the other Party. This Agreement does not entitle either Party to have an authority to bind the other Party for any purpose.
The OSP confirms that persons employed or engaged by the ONCs under this Agreement to discharge its obligations shall be employees of the OSP for all intents and purposes and CMFPL shall not be held liable, in any manner in respect of these persons and the OSP shall be solely responsible for compliance and implementation of provisions of all statutory requirements as may be required under the applicable laws.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

11. TERMS & TERMINATION

This Agreement shall commence on and from the Effective Date and shall be valid for a period of three years (3) starting from the date of this agreement. unless terminated prior thereto in accordance with the terms of this Agreement (the “Term”). This Agreement may be renewed for further periods on same terms and conditions or on mutually agreed terms and conditions as determined between the Parties.
This Agreement may be terminated by either Party by giving at least 30 days prior notice in writing to the other Party.
CMFPL reserves the right to terminate this Agreement upon written notice to the ONC in the event of

Any violation or breach by the OSP or any of its third-party service providers, agents, or subcontractors of any of the terms of this Agreement and such material breach is not capable of remedy
Any improper use or misuse of CMFPL’s Marks, logo, brand, communications or its intellectual property, CMFPL’s Confidential Information or Product Collaterals by the OSP or any of its third-party service providers, agents, or subcontractors.
Any violation or breach by the OSP or any of its third-party service providers, agents or subcontractors of any material term of this Agreement which is capable of remedy and such breach is not remedied within 7 (seven) days of receipt of written notice stating that a default has occurred and calling for its remedy.
The OSP does not perform or is prevented from or becomes incapable of performing its obligations under this Agreement for a continuous period of thirty (30) days.
In addition to the above and notwithstanding anything contained herein to the contrary, CMFPL shall have the right to terminate this Agreement forthwith in the event of any breach of the representations and warranties contained in Clause 3.i hereinabove.

Either Party may terminate an SO under this Agreement by giving 48 (forty-eight) hours prior notice in writing to the other Party, save and except in the event of any breach of the representations and warranties contained in hereinabove.
On expiry / termination of this Agreement, all outstanding SOs shall stand terminate forthwith and all rights and licenses under this Agreement shall terminate and the OSP will immediately discontinue all Services for CMFPL and shall not thereafter make any other representations or actions from which it might be inferred that any relationship exists between CMFPL and the ONC. The OSP shall immediately stop all use of CMFPL’s Marks, ProductCollaterals and any Confidential Information of CMFPL and return or destroy all such materials containing CMFPL’s Marks, Product Collaterals, CMFPL Confidential Information and any other marketing/ sales materials relating to CMFPL in its custody or control, in whatever form held (including copies in any form or format) as instructed by CMFPL.
Termination shall be without prejudice to the accrued rights and liabilities of the Parties arising before the effective date of termination / expiry.
Any provision of this Agreement that expressly provides for performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration and continue in full force and effect for the period so contemplated.

12. PENALTIES AND FINES AND ACTIONS

CMFPL shall have a right to impose penalties and fines as specified in an SO for any breach or violation of the terms of this Agreement and/ or of the PO. Such penalties and fines shall include but not limited to payment by the ONCs to CMFPL of an amount equivalent to the amount payable during the period of such breach or violation.
In the event of any breach or violation of the terms of this Agreement, CMFPL shall have a right to order termination and/ or forfeiture of any payments due to any third- party service provider, agent or sub-contractor engaged by the OSP who has caused or is responsible for any breach or violation, which shall be promptly fulfilled by the OSP himself.
Any action taken/required to be taken by CMFPL or penalty or fine imposed under this clause shall not limit the rights of CMFPL to pursue any other remedial action available to CMFPL under this Agreement or in law.

13. DISCLAIMER OF WARRANTIES

CMFPL makes no warranties to the OSP under this Agreement with respect to its products/ services and Product Collateral and disclaims all implied warranties, including warranties of title, merchantability, fitness for any particular purpose and non-infringement of third party intellectual property rights.

14. INDEMNITY

ONC, shall indemnify and hold the CMFPL, its employees, officers, directors, agents and associates harmless from and against any third party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs), and shall at its own expense, defend or at its option settle, any claim, suit or proceeding brought against the ONC, its employees, officers, directors, agents and associates (the “Indemnified Parties”) by any third party, and will pay any damages and costs awarded, arising out of

breach by the Indemnifying Party or its employees, officers, third party service providers, agents, or subcontractors, of any of the provisions of this agreement especially provisions relating to confidentiality obligation and intellectual property rights obligation.
Any claim of infringement of any trade secret, copyright, patent, or trademark or any intellectual property rights of any third-party,
Any claim, penalty or fine imposed upon the CMFPL by any authority or regulator in India for violating any law or regulation by the Indemnifying Party.
Any use, sale, license, distribution or disclosure of other Party’s customer data by the OSP or its employees, officers, third party service providers, agents, or subcontractors,
Any material security breach resulting in a disclosure of customer confidential data to an unauthorized third party, to the extent such breach results from the OSP or its employees, officers, third party service providers, agents, or subcontractors, failure to adhere to the applicable laws,
The OSP or its employees, officers, sub-contractors, third party service providers, agents or failure to comply with all applicable laws, rules and regulations while providing Services; or
Negligence or willful misconduct of the OSP or its employees, officers, sub- contractors, third party service providers, agents.

15. ARBITRATION

In the event that any dispute arises between the parties to this Agreement in connection with this Agreement, the construction of any provisions of this Agreement or the rights, duties or liabilities of the parties hereto under this Agreement, the relevant parties shall conduct negotiations in good faith to solve such disputes.
If mutual settlement cannot be reached within 15 (fifteen) days after the commencement of such negotiations, a Party shall be free to refer such dispute to a sole arbitrator appointed by the Parties by mutual consent and the venue of arbitration shall be Chennai. The language of the Arbitration shall be English. The Arbitration proceedings shall be held in accordance with the Arbitration and Conciliation Act of 1996 as amended and effective from time to time. Any award made under such arbitration proceedings shall be final and binding on both the parties to this Agreement.

16. AMENDMENT

No change, amendment or modification of any provision of the Agreement including the Annexures thereto, as the case may be or waiver of any of the terms thereof shall be valid unless such change, amendment, modification or waiver is set forth in writing and signed by both Parties hereto.

17. EXCLUSIVITY

This engagement is on a non-exclusive basis and nothing contained herein shall be construed as limiting or restricting in any manner either Party’s right to provide same or similar products / services, either by itself or through any third party anywhere in the world.

18. MISCELLANEOUS

WAIVER: No forbearance, indulgences, relaxations or inaction by either Party at any time, to require the performance of any provision of this Agreement, shall, in any way, affect, diminish or prejudice the right to require performance of that provision. Failure or delay by either party to require the performance of any provisions of this Agreement shall not affect or impair the right to require full performance thereof at any time thereafter. No waiver by one Party of any right under this Agreement shall be construed as a waiver of any other right.
ASSIGNMENT: This Agreement shall be binding on the parties and inure to the benefit of the successors and assigns (whether by operation of law, merger, change of control or otherwise) of the Parties. This Agreement and any rights and obligations thereunder are not assignable or transferable by the OSP without the consent of CMFPL, however, in case of merger, amalgamation or acquisition, prior intimation to CMFPL shall suffice. CMFPL shall be entitled to assign or transfer this Agreement and any rights and obligations thereunder without the prior consent of the ONC.
NOTICES/ APPROVALS /REQUESTS: Any notice/ approval / request provided for in this Agreement shall be in writing to address provided hereinabove and shall be first transmitted by electronic means, and then confirmed by postage, prepaid and registered or by recognized courier service.
GOVERNING LAW AND JURISDICTION: The provisions of this Agreement shall be governed, interpreted, determined and enforced in accordance with the laws of India. Any legal action or proceeding arising under this Agreement will be brought exclusively before the courts of Chennai to the exclusion of any other court that may have jurisdiction in the matter.
SURVIVABILITY: Provisions of this Agreement that are intended by their nature to survive such termination or expiration including but not limited to the provisions of Clause 1.e, 4, 5, 11.f, 13, 14, 15 18 shall survive beyond termination or expiry of this Agreement for a period of 3 years.
COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument.

Annexure 1

Specific Terms

These specific terms are as per the terms and conditions laid out in the OSP Agreement (“Agreement”) between CreditMantri Finserve Private Limited (“CMFPL”) and any Onboarded ONC.

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Approval of the credit facility is at the sole discretion of the lender and is subject to the lender's internal approval criteria.All copyrights in the content and the terms of use are reserved with CreditMantri Finserve Private Limited. The name “CreditMantri” and “CreditMantri” logos and art are trademarks of CreditMantri Finserve Private Limited and/or its group/subsidiary companies. All Content on this presentation are copyrighted as a collective work of CreditMantri Finserve Private Limited pursuant to applicable copyright law.
All materials, including, but not limited to, its design, text, graphics, screen shots, files, and the selection and arrangement thereof Copyrighted © 2015 by CreditMantri Finserve Private Limited.
Unless otherwise specified, this presentation is for your viewing only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, from this presentation.
If any unapproved content i.e. Email body, Subject Line, Sender name, disclaimer etc. or banners are used in the Campaign, no payment shall be made for any of the Units from the OSP for current and last month
All the invoices must be raised in the name “CreditMantri Finserve Pvt. Ltd.”
Invoices must be issued on a monthly basis on 1st of next month. Payment for Services rendered by the OSP shall be made by CMFPL within forty-five (45) days after the date of receipt of a corresponding original correct invoice.
You are not allowed to offer incentives, discounts or benefits not specifically authorized by CreditMantri Finserve Pvt. Ltd
Use only URLs provided by CMFPL.
If the payment is subject to TDS, TDS will be deducted from your bill and the net amount will be paid to you.
CMFPL reserves the right to suspend or terminate the Agreement if there are more than 3 (three) repeated violations or breach of the Agreement and / or this Service Order.

Schedule A

SCOPE OF SERVICE

Scope of the Services

To refer customers to CMFPL by following the process provided by the process given below.
Dedicated URL is provided and customer details as required to be entered along with the correct referral code.
Prior to entering details inform customers that they will receive communication from CreditMantri to validate the details.

Schedule B

Charges Schedule

Commercial Details

Commercials to be Agreed and Shared on an Email Separately.
If the customer complains that he never authorised OSP or its agent to provide details to CMFPL, then the OSP will be penalised Rs 100 for every such unauthorised lead.
Every Lead is valid for 90 days from the date of profiling.
Attribution to the OSP will not be applicable if the lead is already present in the CreditMantri System.
Any sale through the lead on CreditMantri platform during the period of 90 days will be attributed to the OSP for payout.

OSP Terms And Conditions