This Service Agreement ("Agreement") between you ("Consultant" and/or "You") and GoldenTeam .,
The terms "GoldenTeam" and "Consultant" shall be individually referred to as "Party" and collectively as "Parties", as the context may require.
Whereas:
1. GoldenTeam is a fintech GoldenTeam and hosts a mobile application in the name and style of GoldenTeam ("Application"). The Application is a platform for individuals using the Application to act as sellers/advisors affiliated to the Client to market and sell the financial products of financial institutions or organisations who are clients/customers of the Client ("Financial Institutions").
2.The Consultant is engaged in promoting and marketing of financial products (including but not limited to loans, insurance, investments) to retail customers.
The Consultant has agreed to provide such services to the Client on a non-exclusive basis in accordance with the terms and conditions hereinafter specified.
By accepting these terms, installing, or using the Application on any Device to promote, market or sell the FIPS, You agree to be bound by this Agreement.
Definition
"Account" means the unique arrangement between You and GoldenTeam under which (i) You use or permit the use of the Application; (ii) all transactions and Content associated with your use of the Application is recorded;
"Content" means any data, code, content, images or other materials of any type that You upload, process, submit or present to the Retail Investors or on the Application;
"Device" means a computer system, mobile or tablet or any compatible device through which the Application can be accessed or used;
"Login Credentials" means the login id and the password issued by GoldenTeam for You.
"GoldenTeam Material" means any brochures, training materials, documents, shared by GoldenTeam with You;
"Report" means the report, data generated by You using the relevant functionality(ies) of the Application;
1.Registration
1.1In order to access certain products, you may be required to sign up for an account, and select a password and user name. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your user name a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. GoldenTeam may verify your email address and or mobile number before your account can be used.
1.2You agree to provide truthful, complete and correct information when you register on the Application and you are required to keep such information updated from time to time. You must take due care to protect your username and password against misuse by others and promptly notify GoldenTeam about any misuse that may occur.
2.Term:-
Unless terminated earlier in accordance with the termination clause contained herein, this Agreement shall be effective from the date that you accept this Agreement and continue to be valid until terminated by either Party ("Term"). .
3. Services:-
During the Term of this Agreement the Consultant shall assist Client in providing sales and marketing services to the Financial Institution by marketing the products/services of the Financial Institution ("FIPS") to individuals ("Retail Investors" or "Prospective Leads") and refer prospective leads to the Client/Financial Institutions/or such other entity as maybe directed by the Client, the details of the services are described in Annexure A of this Agreement (hereinafter referred to as "Services")
4.Service Fee:-
Subject to the due performance of the Services by the Consultant and in full consideration of the Services provided by Consultant. The Client will pay the Consultant such service charges ("Service Fee") (and at such payment terms) as described in Annexure A of this Agreement. All payment shall be inclusive of applicable taxes and will be paid after deducting TDS.
5.Representations and Warranties:-
a.Each Party hereby represents to the other that they have been duly incorporated /organized/registered under the applicable laws and has full legal right and authority to be engaged in their respective businesses, to enter into this Agreement and that the Parties and their authorized signatories who have executed this Agreement have full authority and are duly authorized to execute this Agreement and to bind the Parties to perform their obligations as herein contemplated; and that neither the performance of the obligations or execution of this Agreement will violate or be in violation of any applicable laws. Consultant represents to the Client that the Consultant is a resident of India person of sound mind, above the age of 18 years and has the capacity to contract in accordance with the Indian Contract Act 1872. Consultant represents that his/her KYC documents provided to the Client or uploaded on the Application are true, accurate and updated.
b.By agreeing to this Agreement, You are allowing GoldenTeam to send you the promotional and transactional communications via SMS and Whatsapp services.
c.Consultant hereby represents and warrants that he/she shall not promote or market the FIPS in a manner that misguides the Retail Investors.
d.The Consultant represents and warrants that he/she shall not provide false, unauthorized or exaggerated information including but not limited to information about the FIPS, the Client, the Financial Institution and/or the Consultant's relationship with the Client or Financial Institution.
e.The Consultant hereby represents and warrants that he/she shall not solicit the Prospective Leads to invest or subscribe or purchase the FIPs through coercion including but not limited to threats, inducements etc. The Consultant represents and warrants that he/she shall not be entitled to collect any money on behalf of the Client or Financial Institutions from the Prospective Lead and the Consultant shall at all points in time ensure that he/she does not directly or indirectly demand or accept money, commissions, kickbacks from the Retail Investors or Prospective Lead.
f.Consultant represents that there are no litigations pending or threatened (judicial, regulatory, or otherwise) that would or might prevent or adversely interfere with the performance of obligations under this Agreement.
g.Consultant represents that he/she shall adhere to all the GoldenTeam policies of the Client, procedures and laws that are applicable and amended from time to time and ensure that he/she shall strictly perform his/her obligations only in accordance with and to the extent of authorization by the Client.
h.Consultant represents that he/she shall not use any products (or content that infringes any third-party intellectual property rights. In the event, the Consultant uses any third-party products for the performance of Services under this Agreement the same shall be done after procuring the necessary licenses from a such third party at Consultant's own cost and after obtaining prior written consent from the Client for the same.
i.Consultant represents that he/she has obtained the necessary training and has the necessary skill and experience to provide the Services.
j.Consultant represents that he/she shall not access, use, or respond to requests or messages publish content on Client's social media handles or on behalf of the Client, without obtaining the prior written authorization of the Client or in excess of authorization granted by Client.
k.The Consultant represents that he/she is not prohibited by contract or otherwise by any third party to enter into this Agreement.
l.Consultant shall provide the services in a professional and timely manner in accordance with Client's specifications and in conformity with best industrial standards.
m.Consultant represents, agrees, and acknowledges that time is of the essence in this Agreement.
6.Confidential Information and Non-Disclosure
6.1The Parties acknowledge that during the Term it may be necessary for the Client to disclose orally, in writing or in any other tangible or intangible form, technical or business information which shall be considered as Confidential Information of the Client ("Confidential Information") and such Confidential information shall include but not be limited to this Agreement and terms mentioned herein, payment information, payment terms, information about the Financial Institutions, non-public information about the FIPS or information that Consultant is not authorized to disclose about the FIPs, clients employees/customers/clients/consultants/contractors and their salary/compensation/benefit details, financial information, business plans, business model, revenue details, plans & projections, vendor details, customer details, partner or associate details, software and/or source code used or developed or being/to be developed by Client, technical information, information about the Retail Investors and collected from or ascertained by Consultant about Prospective Leads including but not limited to personal and sensitive information of the Retail Investors or Prospective Leads (including but no limited to contact details, age, health, financial information, KYC documents (Aadhar card, pan cards, bank details) etc.) All information derived from the Confidential Information is also to be considered as Client Confidential Information for the purposes of this Agreement. All Confidential Information is deemed to be highly confidential. Consultant agrees not to disclose any Confidential Information to any third party (without the prior express written consent of the authorized signatory of the Client and not to use the Confidential Information for any purpose other than for the performance of the Services agreed in this Agreement. These restrictions upon disclosure and use of Confidential Information shall continue for five (5) years after expiration or termination of the Agreement. Unless instructed by the Client, the Consultant shall not request, obtain or accept personal and sensitive information from the Retail Investors or Prospective Leads and in the event such information is required to be collected by the Consultant as per the instructions of the Client then all such information shall be strictly limited and used only for the purpose of providing the Services.
7.Indemnity
The Consultant shall at all times indemnify and keep indemnified the Client, as the case may be, against all losses, damages, claims, interests, costs, expenses, liabilities, proceedings and demands which the Client may suffer or incur or which may be made against the Client as a result of any acts or omissions or misrepresentation by the Consultant including but not limited to the breach of this Agreement, Terms of Use, Privacy Policy or any GoldenTeam policies of Client, representations, and warranties by the Consultant or misconduct by the Consultant or breach of third-party intellectual property rights and any unauthorised disclosure or use of the Confidential Information by the Consultant or any person related to the Consultant that may have access to such Confidential Information through the Consultant.
8.Termination
8.1Client may forthwith terminate this Agreement without assigning any reason by providing the Service Provider with prior written (through mail/courier/email/notification on the Application at the discretion of the Client) notice of one day about its decision to terminate this Agreement. Consultant shall not be entitled to any early termination fee if the termination is in accordance with this clause.
8.2This Agreement may be terminated immediately and without liability upon the occurrence of the following events:
(a)Upon expiry of the term of this Agreement (including any mutual extension thereof).
(b)In the event that either party is adjudged bankrupt or makes a general assignment for the benefit of its creditor, or if a receiver is appointed.
(c)In the event any Party defaults in the performance of any obligation specified in this Agreement, the non-defaulting party may notify the other party hereof in the Application and, if such default is not remedied within two (2) days from the date of such notice the non-defaulting party shall have the right to terminate this Agreement immediately without further liability.
(d)Client shall be entitled to forthwith terminate this Agreement (without prejudice to other remedies available to the Client) if Consultant commits a breach of any of the representations and warranties or commits a material breach of this Agreement or breach of code of conduct
(e)Client shall be entitled to forthwith terminate this Agreement if the performance of Consultant's obligations becomes impossible or prohibited by law, order or regulation.
(f)Client shall be entitled to forthwith terminate this Agreement if Consultant breaches its confidentiality obligations in protecting the client's Confidential Information.
(g) In all cases of termination the Consultant shall (at the sole discretion of the Client) be entitled to payment only for the Service provided until the date of termination which shall be computed in accordance with the terms of this Agreement and subject to applicable deductions.
8.3.Termination shall not relieve either party from any rights, liabilities or obligations that they may have accrued under the law or terms of this Agreement prior to termination;
8.4.Upon termination of this Agreement (except to the extent the Services have already commenced and are in process), Consultant shall cease to use all the information of Client and Confidential Information and Consultant shall forthwith promptly return or at the instruction of Client destroy all materials, information (including but not limited to passwords, log-in IDs) and return data to the Client within seven (7) days and if the necessary shall certify the same to Client in writing.
9.Force Majeure
Neither Party shall be held responsible for delays/ non-adherence to the terms of this Agreement, resulting from acts/reasons recognised and proved to be beyond their control due to reasons including natural calamity, and Act of God, the enactment of any Act of Parliament or the act of any other statutory or judicial authority. However, both Parties shall endeavour to minimize the negative effects caused by such acts/reasons. When one party's ability to meet its obligations under this Agreement is likely to be adversely affected by act/reasons beyond its control, it must immediately notify the other Party of the circumstance and must provide its best estimate of the extent and duration of such an adverse effect. It is incumbent upon the two Parties to exercise the principles of ‘good faith', ‘trust' and ‘commitment' whilst fulfilling its obligations at all times. A Party breaching this Agreement is not liable to the other Party for a delay or for failure to perform an obligation resulting from a Force Majeure Event, provided it has informed the other Party about the Force Majeure event in writing.
10.Assignment:
The Consultant shall not assign, delegate, subcontract and subrogate, directly or indirectly or to part with his/her rights and obligations under this Agreement to any third party without obtaining prior written consent from the Client.
11.No Disparagement:-
During and after the Term of this Agreement, the Consultant shall not disparage or denigrate or make or do or publish any such content that is defamatory in nature or that may result in directly or indirectly maligning of the Client, the FIPS, the Client's products or services, the Application, the Financial Institution, the Client or the Client's representatives or its customers or contractors.
12. Governing Law:
This Agreement and the obligations of the Parties shall be governed by and construed in accordance with the laws of India.
13. Dispute Resolution:
Any dispute or controversy arising out of or in connection with this Agreement including any question regarding its existence, validity or termination which cannot be settled amicably by and between the Parties, may be referred by the Parties to be settled by Arbitration and in accordance with Arbitration & Conciliation Act, 1996 for the time being in force which rules are deemed to be incorporated by reference to this clause. The arbitral tribunal shall consist of a sole arbitrator appointed by mutual consent of the Parties in accordance with the said rules. The Parties agree that any arbitration proceedings shall be instituted and heard at Bangalore. The language of the arbitration shall be English. The cost of arbitration shall be borne equally between the parties and the prevailing party shall be entitled to recover the same from the other. Parties agree that the courts of Bangalore shall have the exclusive jurisdiction to grant relief (including but not limited to interim relief) in connection with the Arbitration proceedings. Notwithstanding the aforesaid or anything contained to the contrary the Consultant shall be entitled to initiate arbitration proceedings only after expiry of thirty (30) days of referring the dispute to the Client through the Application and only if the same remains unresolved by the Client even after the expiry of this period.
14. General Clauses:
14.1. Entire Agreement- This Agreement, including its attachments, amendments constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements, or representations, either written or oral, by or among the Parties regarding the such subject matter.
14.2.Relationship- The relationship between the Parties shall be that of a principal-to-principal relationship of non-exclusive nature and nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee, principal-agent, or similar relationship. Neither Party is authorized to bind the other Party to any obligations with third parties. It is explicitly agreed that the Consultant is not an employee of the Client or the Financial Institution.
14.3.Amendment - No amendments or modifications to this Agreement made by the Consultant are valid unless the same are mutually agreed in writing and signed by the authorized representatives of the Client, however, the Consultant agrees that the Client shall be entitled to amend the terms of this Agreement and provide notice of such update to the Consultation through a notification on the Application, further the Consultant agrees and acknowledges that unless the Consultants accepts the amended terms the Client shall at its sole discretion be entitled to suspend the Consultants account or usage of the Application and/or terminate this Agreement.
14.4. Severability- If any provision of this Agreement is held for any reason to be invalid or unenforceable the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive a Party of a material benefit, in which case the Agreement shall immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the Parties' intention underlying the invalid or unenforceable provision.
14.5.Succession and Assignment- This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors, affiliates, group companies and assigns.
14.6.No Third-Party Rights - Except as provided herein, this Agreement is not intended to benefit any third party. Except for the Parties to this agreement no third party shall have any rights or remedies against the Parties, for any acts and omissions arising out of the provision of Services under this Agreement.
14.7.Captions- The captions herein are included for the convenience of reference only and shall be ignored in the construction or interpretation hereof.
14.8. Waiver- Forbearance or tolerance on the part of either Party of any breach of this Agreement by the other Party shall NOT constitute waiver of such breach or obligations required to be performed under this Agreement.
14.9.Review and Confirmation – Parties hereby agree that it has reviewed all the terms of the Agreement and has obtained an independent opinion on the terms of the Agreement and hereby understand that all the terms are reasonable and waive all rights to raise any claim any defence on the unreasonableness of any of the provisions of this agreement.
14.10.Counterparts- This Agreement may be executed in two original counterparts, both of which together shall constitute one agreement.
14.11. Execution This Agreement shall be executed in a click-wrap manner wherein You shall have given your consent to the terms of this Agreement by accepting the same. your acceptance shall imply that this Agreement is fully executed by both the Parties and forms a legal contract. GoldenTeam reserves the right to modify the terms of this Agreement at its discretion. If GoldenTeam makes any material changes to this Agreement, the same shall be notified to You via email or posting a notice on the Application or via pop-up message on the Application. By executing this Agreement, the Consultant ratifies that he/she has been in compliance with the terms of this Agreement from the Effective date of this Agreement.
Annexure A
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Services |
The Consultant shall provide the following Services:
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Service Fee |
Consultant shall be entitled to such Service Fee as specified on the Application for each FIPS. Consultant agrees and acknowledges that the Consultant shall be entitled to any fees only in accordance with the specifications on the Application for each FIPS and the Client does not guarantee payment of any minimum guaranteed fee or salary etc. |
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Payment terms |
Payment terms shall differ for each FIPS and shall be communicated on the Application. |
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Other terms |
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ANNEXURE B
CODE OF CONDUCT
Defining Good Corporate Practices or a code of conduct is part of our intention to help avoid situations in which personal interest may conflict or appear to conflict with either Client's or its Financial's interest.
The Code of Conduct laid down herein for adoption and strict adherence to by the Consultant.
Tele-Calling or Visits/Customer Contacts
All Consultant during telephonic call/customer visit/contact will:
Restrict contacting the prospect between 09:30 and 19:00hrs, unless the customer has authorised the Consultant to call or meet at a given time.
Respect personal space – maintain adequate distance from the prospect. Do not enter the prospect's residence/Office against his / her wishes.
Do not visit the prospect in large numbers – i.e. not more than one Sales Executive /Documentation Executive and one supervisor, if required.
Respect the prospect's privacy.
Prospect's interest will be discussed only with the prospect/customer or any person authorised by the prospect/customer for the same.
Limit discussions with the prospect to the business – Maintain a professional distance.
Do not mislead the prospect on any product offered/service offered/terms etc.
Do not make any false/unauthorized commitment on behalf of the Client or Financial Institution for any facility/service.
No Calls will be made to "DNC" customers. Ensure you use only scrubbed data for calling the prospective customers.
Any written communication sent to the prospect shall only be authorized by the authorised official of the Client or Financial Institution.
Dress appropriately
Conversing with the prospect
Will identify himself/herself.
Will seek permission to proceed and state the reason for the meeting/visit/call.
Will never interrupt or argue.
Shall check for understanding of the terms and conditions.
Will reconfirm the next calls or next visit details.
Will thank the customer for his/her time.
Adhere to the following in execution of duties:
Honest, prudent and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Keep self abreast of all the rules & regulations of the Client and Financial Institution.
Follow rules & regulations laid down by the Bank from time to time.
Do not misbehave with the applicants/Customers.
Self Sourcing: No Sub Sourcing.
Don't accept the cases from freelancer/broker.
Meeting with Customer is absolutely mandatory before sourcing/logging his file.
Ensure no over writing/cancellation on the application form. If any, should be countersigned by the customer. Multiple counter signs on the application form should be avoided.
Ensure all documents are checked in Originals. Do not sign OSV without checking the originals. Be vigilant that the original documents shown by the customer are genuine.
Ensure applicant's documents are collected from his residence or office.
Do not provide false or misleading information to the applicants. Provide correct product features and terms of the product to the applicant.
Acknowledgement copy of the CAF to be filled out and handed to the prospect, MITC (Most important terms and conditions) & product related details to be shared with the customer.
Ensure the application form is filled in by the Customer or in presence of the Customer. Take Customer's signature only on completely filled form.
Ensure that KYC documents including Photo id proof/Mailing address proof/Customer Photograph to be collected as part of supporting documents along with the application form.
Ensure correct contact numbers of the Customer and the References are captured on the application form. Check the authenticity of reference check before logging of file.
Do not provide your name or number as references. Do not provide your friend's/relative's numbers on the application form.
Do not collect blank PDCs/cash from the Customers and do not keep it in your possession.
Customer Profile to be Judged and in case of any malafide intentions of customer (if Evident) – Report immediately to Client for further actionable.
Verify whether the customer meets the credit policy criteria (if required for the specific FIPS).
Do not disclose proprietary or confidential information in any contact with competitors, third party.
Do not indulge in any kind of malpractice like tampering of customer docs, mis-interpretation of facts, fudging customer signatures, Falsification of records or information. For e.g. documents like RC book, Rent Agreement/receipt, electricity/telephone bill, salary slips, Insurance cover Notes, balance sheets or any other document relevant for credit card sourcing or accepting bribes or kickbacks or commissions.
Do not create or submit fake/forged documents.
Do not coach/prompt/educate customers to conceal information or misrepresent facts which are against credit policy.
Do not log other consultant's business under your incentive code. Also do not login application under someone else's Application id.
No Lead Swapping.
Do not forward leads or share database with any unauthorised persons or a source outside the organsiation.
Applications not logged-in or rejected should be either returned to the customer or purged with relevant documents.
Do not involve yourself with any out sourced agent/agents working for other Bank's or Financial Institutions/Freelancers.
Do not Influence/bribe/threaten Credit & Risk vendors (CPV Executives, CPA, Valuers, etc).
Don't accept the documents on fax/e-mail.
Don't give any commitment on sanctioning of loan/card to the customer.
Do not make a promise to the customer which is not within the product/policy of client organsiation.
Do not ask for the customer's debit/credit cards.
Do not accept cash from customers. Also do not enter into any Financial Transactions with customer.
Don't take Gifts or Unnecessary favours/bribes etc.
Do not indulge in theft, fraud, damage, or unauthorized possession or misuse of property systems.
Do not involve/provide lead for activities that are fraudulent in nature.
Do not log in more than one application per applicant.
The following Acts will amount to Indiscipline and misconduct:
Be under the influence of alcohol, drugs, or controlled substances at workplace.
Negligence or neglect of duty at work, including FTNR.
Destruction of evidence or official documents.
Not notifying Client immediately if there is any change in your Permanent Address, Contact Telephone Number, Marital Status/Name etc.
Absence without permission, absence without leave or without satisfactory cause including absence from the place of work without permission.
Disclosure to any unauthorized person of information relating to GoldenTeam 's business.
Breach of any rules, regulations, notices, orders, and instructions as issued from time to time.
Insubordination, groups, instigating employees, stopping work.
Misbehaviour with Clients, Financial Institutions, Retail Investors, and/or Prospective Leads.
Refusal to cooperate in the investigation. Not presenting oneself for investigation within 2 working days or as and when required, with the designated authority will be termed as non-co-operation.
Threatening investigating authority, customer, officials of the organization or Client organization, etc.
Forging visiting cards or using the Client or Financial Institution's logo on the visiting cards.
Submitting forged/manipulation of personal documents like mark sheets/testimonials/Date of Birth proof or concealing personal information about individual status, address proof, identity proof, etc, to the Client.