In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
"AMC" means any Asset Management Company registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, whose mutual fund schemes are available for distribution on the Platform.
"Applicable Law" means all applicable laws, statutes, enactments, regulations, rules, bye-laws, circulars, notifications, guidelines, directions, orders and judgments issued by any Governmental Authority, including without limitation those listed in Clause 9.1, as amended, re-enacted, supplemented or replaced from time to time, and includes Compliance Laws.
"Approved Materials" means such marketing collateral, communication templates, product descriptions, presentation materials, scripts, risk disclosures, workflows, and other content as may be approved in writing by the Company from time to time for use by the Partner in connection with Customer-facing communications under this Agreement, and as updated, superseded or withdrawn by the Company at its sole discretion.
"AUM" means assets under management, being the aggregate market value of mutual fund units and/or securities held in Customer accounts attributable to the Partner’s ARN on the Platform, calculated on a daily average basis or such other basis as the Company may determine.
"Compliance Laws" means all applicable laws, regulations, rules, bye-laws, circulars, notifications, guidelines, directions, and orders issued by any Governmental Authority, including without limitation those listed in Clause 9.1, as amended from time to time.
"Confidential Information" means all information (whether oral, written, electronic, or visual) disclosed by one Party to the other in connection with this Agreement, including but not limited to business plans, financial data, technology, algorithms, source code, Customer data, commission structures, operational processes, pricing, marketing strategies, and any information designated as confidential, but excluding information falling within the exceptions set out in Clause 11.3.
"Customer" means any individual, Hindu Undivided Family, body corporate, trust, partnership firm, limited liability partnership, or other entity that opens and maintains a trading account, demat account, and/or mutual fund folio on the Platform through the referral, introduction, or facilitation of the Partner under this Agreement, and whose account is tagged to the Partner’s unique identification code or ARN on the Company’s systems.
"Force Majeure Event" has the meaning ascribed to it in Clause 21.1.
"Governmental Authority" means any national, state, or local government authority, statutory body, regulatory body, self-regulatory organisation, exchange, depository, or agency, including without limitation SEBI, AMFI, RBI, FIU-IND, BSE, NSE, MCX, CDSL, NSDL, the Ministry of Finance, and any court or tribunal of competent jurisdiction.
"Losses" means any and all claims, demands, actions, proceedings, losses, liabilities, penalties, fines, damages, costs, charges, expenses (including reasonable legal and professional fees), judgments, awards, settlements, interest, and any consequential, indirect, special, punitive or exemplary damages, howsoever arising.
"Platform" means the Company’s proprietary integrated technology platform, comprising its web application, mobile application(s), application programming interfaces (APIs), back-office systems, order management systems, and all related software and infrastructure through which the Services are delivered to Customers.
"Services" means the stock broking services and mutual fund distribution services described in Schedule I, as may be amended by the Company from time to time in accordance with Clause 23.2.
"Sub-Broker" means any individual or entity appointed by the Partner, with the prior written consent of the Company, to act as an intermediary for the purposes of soliciting, procuring, or servicing Customer accounts under this Agreement, and who is registered as a sub-broker or authorised person with SEBI or the relevant exchange, as applicable.
2.1 The Company grants the Partner a non-exclusive, non-transferable, limited right to use the Platform during the Term solely for the purpose of facilitating the Services to Customers in accordance with the terms of this Agreement.
2.2 The Partner shall use the Platform exclusively for referral of (a) securities listed on recognised stock exchanges (equities, F&O, commodities, currency, US Stocks) and (b) SEBI-registered mutual fund schemes. The Partner shall not use the Platform for any other purpose without the prior written consent of the Company.
2.3 The Company reserves the absolute right, at its sole discretion and without prior notice, to add, suspend, modify, or discontinue any feature, product, or Service on the Platform. Such changes shall not constitute a breach of this Agreement.
2.4 The Partner is appointed on a non-exclusive, limited, revocable basis solely to source, introduce, facilitate onboarding of, and service Customers for the Company strictly in accordance with this Agreement, Applicable Law, and all policies, circulars, compliance manuals, operating procedures, scripts, advisories, directions and instructions issued by the Company from time to time.
2.5 The Partner acts only as a limited channel/distribution intermediary of the Company for the foregoing purposes and shall have no authority whatsoever, whether express, implied, apparent or otherwise, to:
2.6 The Partner shall at all times remain an independent contractor and nothing contained in this Agreement shall be construed to create any partnership, joint venture, employment or fiduciary relationship between the Parties. For abundant clarity, the Partner shall operate strictly within the limited authority expressly conferred by this Agreement, and any act or omission beyond such authority shall be deemed an unauthorised act and shall be solely at the Partner’s risk, cost and consequence. In the event of any dispute, the burden of establishing that a particular act fell within the scope of authority expressly granted under this Agreement shall rest entirely on the Partner.
2.7 The Company shall retain absolute and unfettered control over:
2.8 No past conduct, business practice, operational convenience, course of dealing, tolerance, non-enforcement, acquiescence or communication shall ever be construed as expanding the Partner’s authority beyond what is expressly set out in this Agreement, nor shall any such conduct constitute a waiver of the Company’s right to enforce the limitations herein at any time.
2.9 The Company may, from time to time, issue written directions, circulars, or policy guidelines further defining, expanding, restricting or withdrawing the Partner’s authority. Such directions shall form part of this Agreement and shall be binding on the Partner immediately upon receipt, or upon such later date as may be specified therein.
3.1 The Partner’s role under this Agreement is strictly limited to lawful solicitation, lead generation, customer introduction, onboarding assistance, transaction facilitation and customer servicing in relation to the Company’s Platform, products and services, and only in the manner expressly permitted by Applicable Law and the Company.
3.2 Unless the Partner is separately and validly registered under Applicable Law for the relevant activity, and the Company has expressly authorised the same in writing, the Partner shall not, directly or indirectly:
3.3 Where Applicable Law requires customer profiling, risk disclosure, appropriateness checks, suitability-related documentation, consent capture or any similar compliance step in connection with distribution of a product or service, the Partner shall perform only such ministerial and procedural acts as are expressly permitted by Applicable Law and directed by the Company, strictly in accordance with Company-prescribed formats, Approved Materials, scripts and workflows. Any such act by the Partner shall not be construed as authorising the Partner to render advice or assume any fiduciary or discretionary role toward any Customer.
3.4 The Partner shall at all times:
3.5 Where a Customer communication or enquiry falls outside the scope of existing Approved Materials, the Partner shall limit its response to publicly available information from the Company’s official website and regulatory filings, and shall not make any representation, promise, recommendation or commitment of any kind. If in doubt, the Partner shall refer the Customer directly to the Company.
3.6 Any breach of this Clause 3 shall be deemed a material breach incapable of cure at the Company’s option and shall entitle the Company to immediate suspension or termination of this Agreement under Clause 18.4, clawback and forfeiture of payouts under Clause 18.8, and full indemnification for all resulting Losses under Clause 15.
4.1 The Partner shall, prior to commencement of Services, provide to the Company all of the following documentation to the satisfaction of the Company:
4.2 The Partner represents and warrants that all information and documents furnished are true, complete, accurate, and not misleading. The Partner shall immediately notify the Company in writing of any change in its registration status, regulatory standing, or supporting documents.
4.3 The Company reserves the right to accept or reject the Partner’s registration at its sole discretion without assigning reasons.
4.4 The Partner shall ensure that all Sub-Brokers and relationship managers operating under this Agreement hold valid and subsisting registrations, certifications, and EUINs as required under Applicable Law, and shall maintain an up-to-date register of all such persons available to the Company on demand.
5.1 The Partner may refer its Customers for account opening on the Platform. All accounts shall be opened subject to satisfactory completion of KYC, In-Person Verification (IPV), and any other due diligence required under Applicable Law.
5.2 The Company shall have the right to accept or reject any Customer account at its sole discretion and may suspend or close any Customer account in case of regulatory requirements, suspicious transactions, or for any other reason determined by the Company.
5.3 The Partner shall ensure that prior to and during the on-boarding of any Customer:
5.4 The Partner shall not open or operate multiple accounts for the same Customer on the Platform without the prior written consent of the Company.
The Partner shall at all times:
7.1 The Company shall provide the Partner access to the Platform on an “as-is” and “as-available” basis during the Term, subject to planned and unplanned maintenance windows.
7.2 The Company shall use reasonable efforts to ensure Platform availability and shall notify the Partner of planned maintenance windows at least 24 hours in advance, wherever practicable.
7.3 The Company shall process and execute Customer transactions routed through the Platform in accordance with exchange rules, AMC instructions, and Applicable Law.
7.4 The Company shall issue contract notes, account statements, and other mandatory regulatory documents to Customers, where applicable and as required under Applicable Law.
7.5 The Company shall maintain all required SEBI, exchange, AMFI, and depository registrations and shall promptly notify the Partner of any material adverse change in its regulatory status.
7.6 The Company shall provide the Partner with periodic commission statements and shall remit commissions as per Clause 8.
8.1.1 The Partner shall be entitled to trail commission calculated on the daily average AUM of Customers’ mutual fund holdings attributable to the Partner’s ARN on the Platform. The applicable trail commission rates shall be communicated by the Company to the Partner digitally from time to time and shall be subject to change without prior notice.
8.1.2 Trail commission shall be paid on or before the last business day of the following month for transactions completed in the preceding month, subject to receipt of commission from the respective AMC.
8.1.3 In accordance with SEBI Circular No. SEBI/IMD/CIR No. 4/168230/09 dated June 30, 2009, the Partner shall disclose all commissions payable to it to Customers comparing competing schemes at the time of presentation.
8.1.4 In the event a Customer redeems mutual fund units before the minimum holding period applicable to the scheme, any clawback of commissions effected by the AMC shall be proportionately adjusted against future payouts to the Partner. The Company shall not be liable for any such AMC-initiated clawback.
8.1.5 The Company reserves the right to revise trail commission rates at any time at its sole discretion, with or without prior notice, including as a result of changes in SEBI expense ratio regulations or AMC policy revisions. Revised rates shall apply to existing AUM as well.
8.2.1 The Partner shall be entitled to a share of brokerage collected from Customers for executed stock broking transactions. The applicable brokerage sharing ratio shall be as set out in Schedule II, as amended by the Company from time to time.
8.2.2 Brokerage shall be paid on or before the last business day of the following month, after deduction of all exchange transaction charges, SEBI turnover fees, stamp duty, Securities Transaction Tax (STT), GST, and any other statutory levies.
8.2.3 The Company reserves the right to hold, adjust, or set off any commission or fees payable to the Partner against any outstanding dues, penalties, or liabilities owed by the Partner or any Customer introduced by the Partner.
8.3.1 All commissions, fees and brokerage payments shall be subject to deduction of tax at source (TDS) under the Income Tax Act, 1961, at applicable rates. The Company shall issue Form 16A to the Partner for such deductions.
8.3.2 Where the Partner is registered under GST, the Partner shall issue a valid GST invoice to the Company. The discharge of GST liability on commissions shall be the sole responsibility of the Partner.
8.3.3 The Company reserves the right to hold commission payments if the Partner’s bank account details or GST/PAN details are incomplete, incorrect, or not registered with the Company.
8.4.1 The Company shall maintain a detailed commission and fees ledger for the Partner, accessible through the Platform. The Partner shall raise any dispute regarding commission statements within 30 days of receipt; statements not disputed within this period shall be deemed accepted.
8.4.2 Any debts or losses arising from Customer accounts introduced by the Partner (including unsettled trades, shortfall in margin, or debit balances) shall be adjusted against the Partner’s commission payable before remittance. For the avoidance of doubt, the Company’s rights under this Clause are in addition to and without prejudice to its rights under Clause 18.8.
9.1 The Partner shall, at all times during the Term and thereafter where applicable, ensure full and strict compliance with all Applicable Law, including without limitation:
9.2 The Partner is solely responsible for determining whether it and/or its employees and Sub-Brokers are required to be registered or licensed with any Governmental Authority and for maintaining all such registrations and licences throughout the Term.
9.3 The Partner shall promptly notify the Company in writing — and in no case later than 24 hours — upon receipt of any notice, show-cause notice, summons, or communication from any Governmental Authority; initiation of any investigation or enforcement action; suspension or cancellation of any registration or certification; or initiation of insolvency or winding-up proceedings.
9.4 The Company reserves the right to suspend the Partner’s access to the Platform immediately, without prior notice, in the event of any actual or reasonably apprehended breach of Applicable Law by the Partner.
9.5 The Partner shall cooperate fully with any regulatory inspection or audit of the Company’s books and records arising out of or in connection with the activities of the Partner under this Agreement.
10.1 All Customer data and information collected through the Platform shall remain the exclusive property of the Company and the Customer, as applicable, and shall not be used by the Partner for any purpose other than providing Services under this Agreement.
10.2 The Company shall implement appropriate technical and organisational measures to preserve the integrity, confidentiality, and security of Customer data, in accordance with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Digital Personal Data Protection Act, 2023.
10.3 The Company shall comply with SEBI Circulars on Cyber Security and Cyber Resilience Framework for Stock Brokers/Depository Participants and for Asset Management Companies and Mutual Funds, as amended from time to time.
10.4 The Partner shall not collect, process, store, or transfer any Customer personal data or sensitive financial data outside of the Platform, except as expressly permitted in writing by the Company and the Customer.
10.5 All data erasure requests from Customers shall be handled solely in accordance with the Company’s privacy policy and Applicable Law. The Partner shall have no standing to direct, encourage, solicit or facilitate any data erasure request by a Customer. Following termination, the Partner shall have no access to or claim over any Customer data held on the Platform.
10.6 In the event of a data breach or security incident affecting Customer data, each Party shall notify the other within 24 hours of becoming aware and shall cooperate to mitigate the impact and comply with applicable breach notification requirements under law.
11.1 Each Party agrees to keep strictly confidential all Confidential Information received from the other Party and shall not disclose such information to any third party without the prior written consent of the disclosing Party.
11.2 Each Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall restrict access to Confidential Information to those of its representatives who have a genuine need-to-know and are bound by obligations no less stringent than those contained herein.
11.3 The obligations under this Clause shall not apply to information that:
11.4 The confidentiality obligations under this Clause shall survive termination of this Agreement for a period of five (5) years.
12.1 During the Term of this Agreement and for a period of three (3) years from the date of termination, the Partner shall not, directly or indirectly:
13.1 Each Party represents and warrants to the other that:
13.2 The Partner additionally represents and warrants that:
14.1 All intellectual property rights in the Platform — including software, algorithms, databases, trademarks, logos, trade names, user interfaces, and proprietary technology — are and shall remain exclusively owned by the Company. No licence is granted to the Partner except as expressly provided in this Agreement.
14.2 The Partner shall not, directly or indirectly, reverse engineer, disassemble, decompile, copy, or create derivative works of the Platform or any part thereof.
14.3 The Partner shall not register or apply to register any trademark, trade name, domain name, or other identifier that is identical or deceptively similar to the Company’s trademarks or trade names.
14.4 Where the Company permits the Partner to use its logo or trademarks for marketing purposes, such use shall be strictly in accordance with the Company’s brand guidelines and Approved Materials as communicated from time to time, and may be revoked at any time without cause.
14.5 All intellectual property rights in the Partner’s proprietary tools, materials, and branding shall remain with the Partner. No rights therein are granted to the Company under this Agreement.
15.1 The Partner shall indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, and assigns (collectively, “Company Indemnitees”) from and against any and all Losses arising out of or related to:
15.2 Where the Partner has appointed Sub-Brokers or sub-advisors for Customer accounts, the Partner shall indemnify the Company Indemnitees against all Losses arising from the actions or omissions of such Sub-Brokers or sub-advisors, regardless of whether the Partner exercised adequate oversight.
15.3 The Company’s total aggregate liability to the Partner under this Agreement, in any event, shall be limited to the amount of commissions actually paid to the Partner in the three (3) calendar months immediately preceding the event giving rise to the claim. The Company shall not be liable for any indirect, consequential, special, punitive, or exemplary damages, loss of profit, or loss of business opportunity.
15.4 The indemnification obligations under this Clause shall survive the termination or expiry of this Agreement.
16.1 Prior Approval Requirement: The Partner shall not create, publish, distribute, display, or otherwise use any marketing collateral, advertisement, social media post, video, presentation, website page, landing page, campaign script, email communication, or any other material (whether in physical or electronic form) that mentions, refers to, or uses the Company’s name, brand, logo, trademarks, Platform, products, or Services, without the prior written approval of the Company. This obligation extends to all channels, including but not limited to print media, electronic media, social media, messaging applications, websites, webinars, seminars, public events, and one-on-one Customer communications that use any Company-related content.
16.2 Approved Materials Only: The Partner shall use only the latest version of Approved Materials provided or approved by the Company. Upon notification by the Company that any material has been updated, superseded, or withdrawn, the Partner shall immediately cease using the prior version and adopt the updated material. The Partner shall not modify, alter, or adapt any Approved Material without the prior written consent of the Company.
16.3 Prohibited Content: Without limiting the generality of Clause 16.1 or Clause 3, the Partner shall not, in any communication to Customers, prospective Customers, or the general public:
16.4 Takedown and Withdrawal Right: The Company shall have the right to direct the Partner to immediately withdraw, take down, or cease distribution of any material — whether or not previously approved — that the Company determines, in its sole discretion, is inaccurate, misleading, non-compliant, or damaging to the Company’s reputation. The Partner shall comply with any such direction within 24 hours of receipt.
16.5 Press Releases and Public Announcements: Without the prior written consent of the Company, the Partner shall not issue any press release, public announcement, or marketing material that refers to the existence of this Agreement, the Company’s name, or the Company’s logo.
17.1 The Partner shall maintain a documented Customer grievance redressal mechanism in accordance with SEBI’s guidelines on investor grievance redressal and shall resolve all Customer complaints within the timelines prescribed by Applicable Law.
17.2 The Partner shall promptly escalate to the Company any Customer complaint relating to Platform functionality, transaction execution, account operations, or any matter within the Company’s control, within 24 hours of receipt.
17.3 The Partner shall cooperate fully with the Company in resolving complaints referred to SEBI’s SCORES portal, BSE/NSE investor grievance platforms, or any other regulatory dispute resolution mechanism.
17.4 The Company shall not be liable for the resolution of any Customer dispute arising from the Partner’s advice, recommendations, representations, or conduct. Such disputes shall be the sole responsibility of the Partner.
17.5 The Partner shall not settle, compromise, or make any commitment in relation to any Customer complaint or dispute on behalf of or in the name of the Company. All settlements or commitments purporting to bind the Company shall require the Company’s prior written approval and any purported settlement made without such approval shall be void as against the Company.
18.1 This Agreement shall be effective from the Effective Date and shall continue until terminated in accordance with this Clause.
18.2 Termination for Convenience: The Company may terminate this Agreement without cause by giving thirty (30) days’ prior written notice to the Partner. The Partner may terminate this Agreement without cause by giving ninety (90) days’ prior written notice to the Company. During the Partner’s notice period, the Partner shall continue to discharge all obligations under this Agreement with the same standard of care, and shall cooperate fully with the Company in the orderly transition of Customer servicing.
18.3 Termination for Breach: If either Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of written notice from the non-defaulting Party, the non-defaulting Party may terminate this Agreement immediately upon expiry of such notice period. Provided that where the breach is, in the Company’s reasonable opinion, incapable of remedy or poses a risk to the Company’s regulatory standing, reputation, or Customer assets, the Company may terminate this Agreement immediately without providing a cure period. For the avoidance of doubt, any breach of Clause 2 (authority limitations), Clause 3 (no-advice obligations), or Clause 16 (marketing and communications) shall be deemed a material breach incapable of cure at the Company’s option.
18.4 Immediate Termination by Company: The Company may terminate this Agreement immediately by written notice, without any cure period, upon occurrence of any of the following:
18.5 Effect of Termination; Immediate Cessation; Transition Assistance
Upon expiry or termination of this Agreement for any reason:
For clarity, no continued servicing, transition assistance or temporary operational cooperation after termination shall: (i) constitute renewal or extension of this Agreement; (ii) confer any right, title or interest in any Customer, account or revenue stream upon the Partner; or (iii) limit the Company’s rights to suspend payouts, apply clawback or set-off, or pursue any remedy under this Agreement or Applicable Law.
18.6 Customer Accounts Post-Termination: Upon termination of this Agreement for any reason whatsoever, all Customer accounts on the Platform shall remain exclusively with the Company. The Partner shall have no right to demand transfer, migration, or portability of any Customer account, Customer data, or transaction history. The Company shall be entitled, at its sole discretion, to re-tag all Customer accounts to the Company’s proprietary ARN or to any other distributor or intermediary. The Partner shall not, directly or indirectly, contact Customers to encourage migration away from the Platform.
18.7 Termination shall not relieve either Party of obligations accrued prior to the termination date, including payment obligations, confidentiality obligations, indemnification obligations, and dispute resolution obligations.
18.8.1 Termination for Partner Default: In the event of termination of this Agreement by the Company under Clause 18.3 (where the Partner is the defaulting Party) or Clause 18.4, or in the event of any regulatory action, investigation, suspension, cancellation, or enforcement proceeding initiated against the Partner by any Governmental Authority (whether or not such action results in a final adverse order), all rights of the Partner to receive any commission, trail commission, brokerage share, or any other remuneration in respect of any Customer account — whether accrued, contingent, or future — shall stand automatically and irrevocably forfeited from the date of termination. All Customer accounts shall be re-tagged to the Company’s proprietary ARN or to such other distributor as the Company may determine in its sole discretion, and all revenue arising from such Customer accounts from the date of termination shall accrue exclusively to the Company.
18.8.2 Clawback Right: In addition to the forfeiture under Clause 18.8.1, the Company shall be entitled to recover from the Partner (by way of set-off against any amounts payable, invocation of security deposit, or direct demand) any commissions, fees, or brokerage paid to the Partner during any period in which the Partner’s breach, misconduct, or non-compliance was subsisting, as determined by the Company in its reasonable assessment.
18.8.3 Termination for Convenience by the Partner: In the event the Partner terminates this Agreement for convenience under Clause 18.2, trail commissions on existing Customer AUM shall continue to be paid for a period of ninety (90) days from the effective date of termination, subject to deduction of all outstanding dues. Upon expiry of such ninety-day period, all commission entitlements shall cease, all Customer accounts shall be re-tagged to the Company’s proprietary ARN, and all future revenue shall accrue exclusively to the Company.
18.8.4 Termination for Convenience by the Company: In the event the Company terminates this Agreement for convenience under Clause 18.2, trail commissions on existing Customer AUM shall continue to be paid for a period of one hundred and eighty (180) days from the effective date of termination, subject to deduction of all outstanding dues. Upon expiry of such period, all commission entitlements shall cease.
18.8.5 No Continuing Entitlement: For the avoidance of doubt, the Partner shall have no residual, contingent, or future claim to any commission, trail commission, brokerage, or other remuneration in respect of any Customer account after the expiry of the applicable wind-down period (if any) following termination. This clause shall survive termination of this Agreement.
19.1 The Company shall have the right, at any time during the Term and for a period of three (3) years following termination, to conduct audits and inspections of the Partner’s books, records, systems, processes, compliance documentation, AML/CFT records, Customer interaction records, marketing materials, and any other materials relating to the Partner’s performance of its obligations under this Agreement.
19.2 Such audits may be conducted by the Company’s internal audit team or by third-party auditors appointed by the Company at the Company’s cost, with or without advance notice to the Partner. The Partner shall provide full and unrestricted access to all relevant documents, personnel, and premises, and shall cooperate fully with the audit process.
19.3 In the event that an audit reveals any material non-compliance, breach, discrepancy, or irregularity, the cost of the audit (including fees of third-party auditors) shall be borne by the Partner, and the Company shall be entitled to take such remedial action as it deems fit, including suspension or termination of this Agreement in accordance with Clause 18.
19.4 The Partner shall maintain all records required under this Agreement and Applicable Law for a minimum period of eight (8) years or such longer period as may be prescribed by any Governmental Authority.
19.5 The exercise or non-exercise of audit rights by the Company shall not relieve the Partner of any of its obligations under this Agreement and shall not constitute acceptance or approval of the Partner’s conduct or compliance.
20.1 The Company shall be entitled to establish and communicate to the Partner, from time to time, minimum performance thresholds (“Performance Benchmarks”) relating to, without limitation, minimum AUM attributable to the Partner’s ARN, minimum number of active Customer accounts, minimum transaction volumes, and minimum new Customer acquisitions, in each case measured over such periods as the Company may determine.
20.2 The Company shall review the Partner’s performance against the Performance Benchmarks on a quarterly basis, or at such other intervals as the Company may determine. If the Partner fails to meet the applicable Performance Benchmarks for two (2) consecutive review periods, the Company may, at its sole discretion and without liability:
20.3 The Company’s decision on whether Performance Benchmarks have been met shall be final and binding, and the Partner shall have no right to dispute or challenge such determination except in the case of manifest computational error.
21.1 Neither Party shall be liable for failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond the reasonable control of the affected Party, including but not limited to earthquake, flood, cyclone, epidemic, pandemic, war, acts of terrorism, government-imposed restrictions or shutdowns, network or internet service provider failures, power grid failures, exchange circuit breakers or trading halts, or acts of God.
21.2 The Party invoking Force Majeure shall promptly notify the other Party in writing, stating the nature and expected duration of the event. The affected Party shall use all reasonable efforts to mitigate the impact and resume performance as soon as practicable.
21.3 If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement by giving fifteen (15) days’ written notice.
22.1 Good Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the Parties shall first attempt to resolve the dispute through good-faith negotiations for a period of thirty (30) days from the date on which one Party notifies the other of the dispute.
22.2 Arbitration: If the Parties are unable to resolve the dispute through negotiation within the period specified in Clause 22.1, the dispute shall be referred to and finally resolved by arbitration administered by the Mumbai Centre for International Arbitration (“MCIA”) in accordance with the MCIA Rules as in force at the time of commencement of the arbitration.
22.2.1 For disputes where the aggregate amount in controversy is less than ₹50,00,000 (Rupees Fifty Lakhs), the dispute shall be resolved by a sole arbitrator appointed in accordance with the MCIA Rules. The arbitration shall be conducted under the MCIA expedited procedure, if available.
22.2.2 For disputes where the aggregate amount in controversy is ₹50,00,000 (Rupees Fifty Lakhs) or above, the arbitration shall be conducted by a tribunal of three arbitrators appointed in accordance with the MCIA Rules.
22.2.3 The seat and venue of arbitration shall be Mumbai, India. The language of the arbitration proceedings shall be English. The arbitral award shall be final and binding on both Parties.
22.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India. Subject to the arbitration clause above, the courts at Mumbai, India shall have exclusive jurisdiction to adjudicate any disputes.
22.4 Notwithstanding the foregoing, either Party may seek urgent interim or injunctive relief from a court of competent jurisdiction at Mumbai without being required to first exhaust the negotiation procedure above.
23.1 Entire Agreement: This Agreement, together with all Schedules and Annexures hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous discussions, representations, and agreements, whether written or oral.
23.2 Amendment: This Agreement may only be amended by a written instrument duly signed by authorised representatives. Notwithstanding the foregoing, the Company may amend Schedule I (Services), Schedule II (Commission Structure), Approved Materials, Performance Benchmarks, and compliance-related obligations by providing written notice (including email) to the Partner, such amendments to take effect within fifteen (15) days of notice.
23.3 Assignment: Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that the Company may assign this Agreement to any affiliate or successor entity in the event of a merger, acquisition, or restructuring, with written notice to the Partner.
23.4 Waiver: No failure or delay by either Party in exercising any right, power, or remedy shall operate as a waiver thereof. A waiver shall only be effective if made in writing and signed by the waiving Party.
23.5 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be severed and the remaining provisions shall continue in full force and effect.
23.6 Notices: All notices under this Agreement shall be in writing and delivered by personal delivery, registered post, courier, or email with acknowledgement. Notices shall be addressed to the contact details set out in Schedule III.
23.7 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be valid and binding.
23.8 Time: Time is of the essence in this Agreement with respect to all obligations herein.
23.9 Relationship: Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, or employment relationship between the Parties. The Partner is a limited channel/distribution intermediary of the Company with no authority to bind, advise, represent, or create obligations on behalf of the Company except as expressly set out in this Agreement.
23.10 Publicity: The Partner shall not issue any press release or public announcement regarding this Agreement or its relationship with the Company without the prior written consent of the Company.
23.11 Surviving Obligations: The following Clauses shall survive termination or expiry of this Agreement: Clause 2.4–2.8 (Relationship and Authority), Clause 3 (Permitted Conduct; No Advice; Distribution-Only Role), Clause 10 (Information, Data, and Customer Data Protection), Clause 11 (Confidentiality), Clause 12 (Non-Solicitation and Non-Compete), Clause 15 (Liability and Indemnification), Clause 16 (Marketing, Communications, and Approved Materials), Clause 18.5 (Effect of Termination; Immediate Cessation; Transition Assistance), Clause 18.6 (Customer Accounts Post-Termination), Clause 18.8 (Commission Consequences of Termination), Clause 19 (Audit Rights), and Clause 22 (Dispute Resolution).
Note: The Company may add or remove services from the above list at its sole discretion with or without prior notice.