ATTENTION!
ONCE YOU CLICK THE “SUBMIT” BUTTON DISPLAYED HEREWITH,
THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING EITHER
UPON YOU PERSONALLY, IF YOU ARE ENTERING INTO THIS AGREEMENT ON
YOUR OWN BEHALF, OR UPON THE COMPANY OR OTHER LEGAL ENTITY ON
BEHALF OF WHICH YOU ARE ACTING (HEREINAFTER “YOU” OR “YOUR”). YOU
SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT GOVERNING THE
5PAISA PRO PARTNER PROGRAM BEFORE CLICKING “SUBMIT.”
5PAISA PRO PARTNER AGREEMENT
This 5paisa Pro Partner Agreement (“Agreement”) is entered into at Mumbai, India, as of
the date on which You click the “Submit” button displayed herewith, between You and
5paisa means “5paisa Capital Limited”, a company incorporated under the companies act,
1956 and having it’s registered address IIFL House, Sun Infotech Park, Plot No. B-23, Road
No. 16V, Wagle Estate, Thane 400604. This 5paisa Pro Partner Agreement (Agreement)
shall collectively comprise of the Pro Partner Partners’ terms and conditions, 5paisa Pro
Partner Policy and the terms of this agreement.
1. AGREEMENT SUBJECT TO APPROVAL.
The effectiveness of this Agreement starts immediately upon your participation in the
5paisa Pro Partner Program, and this Agreement shall commence on the same date
of you clicking on Submit button to become a Pro Partner or Update Partner Plan
(“Effective Date”). To become a Pro Partner you have to be a customer of 5paisa.
5paisa may reject or decline to accept Your request to become a Pro Partner for any
or no reason at its sole discretion. You may refer sales leads to 5paisa during the term
and in accordance with all terms and conditions of this Agreement, to enable 5paisa
to solicit orders for 5paisa products and/or services (“Products”).
2. LIMITATIONS ON ACTIVITIES.
2.1 Limitations on Activities. Your activities under this Pro Partner Agreement shall be
limited as follows:
2.1.1 You shall conduct all of Your business in Your own name and in
accordance with the highest business standards, acting dutifully, in good
faith and in compliance with all laws (as set forth in Section 6.6), and not
perform any act which would or might reflect adversely upon the Products
or the business, integrity or goodwill of 5paisa.
2.1.2 You shall not be, or purport to be, authorized to legally represent 5paisa or
to conduct negotiations on behalf of 5paisa. You shall not have the authority
to make any commitments or agreements or incur any liabilities whatsoever
on behalf of 5paisa or register this Agreement under local registered
agency law nor shall 5paisa be liable for any acts, omissions to act,
contracts, commitments, promises or representations made by You.
2.1.3 You shall not use any trademarks, names or other identifiers owned or
used by 5paisa (“Marks”),without the prior written consent of 5paisa.
.
5paisa Pro Partner Agreement 1
2.1.4 You are an independent contractor, and nothing contained in this
Agreement shall be construed to (a) give either party the power to direct
and control the day-to-day activities of the other; (b) create a principal-
agent or employer-employee relationship; or (c) constitute the parties as
joint venturers, co-owners or otherwise as participants in a joint
undertaking.
2.1.5 You shall not make any representations or other statements about
Products, prices or business practices, except that You shall forward to
potential to 5paisa in accordance with the terms of this agreement and the
terms and conditions of the Partner Pro Partner Program, as published by
5paisa on its website or otherwise.
2.2 No License. You acknowledge and agree that no license is granted under this
Agreement to use or access any Products, any of 5paisa’s proprietary
technologies embodied therein, or any data, information or other content
provided thereby. As between the parties, 5paisa retains all right, title and interest
in and to the Products and all technology, data, information or other content
embodied therein or provided thereby, as well as any intellectual property rights
or similar rights in connection therewith, and You acknowledge that You neither
own nor acquire any rights in or to the Products.
2.3 Non-exclusive Pro Partner Agreement. Each party acknowledges that this
Agreement does not create an exclusive agreement between the Parties. Each
Party shall have the right to recommend similar products and services of third
parties and to work with other parties in connection with the design, sale,
installation, implementation and use of similar services and products of third
parties. Notwithstanding the foregoing, once You establish a Commissionable
Lead (defined below) with 5paisa, You will not refer a direct competitor of 5paisa
to such Commissionable Lead. You will not enter into an agreement with a third
party the effect of which would prohibit your submission of a Proposed Lead
(defined below) pursuant to this Agreement.
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3. PRO PARTNERS.
3.1 You will be provided with a dashboard wherein you can raise a request to become
a Pro Partner of 5paisa and select your desired “Pro Partner Plan”
3.2 Once you have become a Pro Partner of 5paisa, you will be provided with a
referral link on your Pro Partner Dashboard and a Pro Partner Referral code
which your proposed leads can use to open their account with 5paisa.
3.3 5paisa shall review to determine whether to accept the Proposed Lead as
commissionable under the terms of this agreement or reject the Proposed Lead
pursuant to this clause.
3.4 5paisa will be under no obligation to accept any Proposed Lead submitted by You
and may reject or decline to accept any Proposed Lead for any or no reason at
its sole discretion, including, without limitation, because:
i. the Proposed Lead was an existing customer of 5paisa’s at the time of
submission
ii. 5paisa was already involved in preliminary or advanced discussions
relating to the sale of the products/services to the Proposed Lead at the
time of submission.
iii. The Proposed Lead has previously been submitted to 5paisa by You or
any third party with respect to the Proposed Lead;
3.5 the Proposed Lead (a) does not meet 5paisa’s credit requirements, (b) is on a list
of restricted or prohibited parties issued by the government of India or any other
jurisdiction,
3.5.1 the Proposed Lead is located in an area or is categorized under a category
in which 5paisa has an exclusive arrangement for the sale of
Products/Services or which 5paisa is otherwise prohibited by agreement
from accepting.
3.6 Pursuit of Leads by 5paisa. The method of contacting and following up with
Proposed Leads will be determined in 5paisa’s sole discretion; provided,
however, that You shall actively support 5paisa in the sales process with
Proposed Leads when requested by 5paisa. 5paisa shall have sole discretion to
refuse to offer any Products/Services to any third party without liability to You.
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4. COMMISSIONS.
4.1 Commissionable Leads. A Proposed Lead qualifies as commissionable
(“Qualified Lead”) only if 5paisa has accepted the Proposed Lead as a Qualified
Lead (i.e., not rejected the Proposed Lead as set forth in clause 03, or otherwise).
4.2 Commissions and Payment. Subject to Your compliance with all terms and
conditions of this Agreement, 5paisa will pay You commissions as per the
applicable slabs under the Partner Pro Partner Program. Commission payments
(less any applicable withholding taxes or other levies) will be due on next month
of the month in which 5paisa receives payment of the Lead Pro Partner Revenue.
4.3 No Other Payments. Except as expressly provided in this Section, You are not
entitled to any fees, reimbursements or other payments. You shall promptly
refund to 5paisa any overpayments (e.g., Pro Partner Fees on Lead Pro Partner
Revenue that was reduced due to returns by the customer).
5. TERM AND TERMINATION.
5.1 Term. This Agreement shall commence on the Effective Date and shall continue
in effect until terminated.
5.2 Termination for Convenience. This Agreement may be terminated by either party
for any or no reason upon written notice to the other party fifteen (15) days prior
to the desired termination date.
5.3 Termination for Cause. 5paisa may terminate this Agreement, effective
immediately, (a) in the event of a material breach by you, which you have failed
to cure within five (5) business days of receipt of a written request to cure from
5paisa, or (b) if You become insolvent, makes any assignment for the benefit of
creditors, goes to liquidation or has a receiver or trustee appointed for the benefit
of creditors, whether voluntary or otherwise, or seeks the protection of, or has a
proceeding instituted against it, under the bankruptcy code or any similar statute.
If, at the time of Your acceptance of this Agreement or any time thereafter, 5paisa
would be prohibited from doing business with You and this Agreement shall
automatically be null and void.
5paisa Pro Partner Agreement 4
5.4 Effect of Termination. Clause 06 shall survive the termination of this agreement.
Upon termination of this Agreement for any reason, You shall immediately cease
the use of all 5paisa brochures, literature, documentation and other materials
within Your control and shall return such materials to 5paisa within two (02)
business days. You shall have no rights or claims against 5paisa in connection
with termination, expiration or non-renewal of this Agreement; in particular,
without any limitation, You hereby irrevocably waive any rights to severance or
compensation for lost opportunities or investments to the maximum extent
permissible under applicable law.
6. MISCELLANEOUS.
6.1 Governing Law and Arbitration.
6.1.1 This Agreement and any dispute arising out of or in connection with this
Agreement (“Dispute”) will be governed as to all matters, including, but not
limited to the validity, construction and performance of this Agreement, by
and under the laws of India, without giving effect to conflict of laws
principles thereof.
6.1.2 Any Dispute which could not be resolved between the Parties will be finally
settled by arbitration which shall be held in Mumbai, India, in accordance
with the Arbitration and Conciliation Act, as amended from time to time
(Arbitration Act). The arbitration shall be conducted by single Arbitrator to
be appointed by 5paisa within 30 days of the Parties deciding to refer the
matter for arbitration. All proceedings shall be conducted, including all
documents presented in such proceedings and the award thereof shall be
rendered in the English language. The award rendered by the Arbitrator
shall state the reasons on which it was based and the same shall be final,
conclusive, and binding on parties to this Agreement. Each party shall bear
the cost of preparing and presenting its own case, and the cost of
arbitration, including fees and expenses of the arbitrator, shall be shared
equally by the Parties, unless the award otherwise provides. The arbitrator
should strive to pass an arbitral award within six (6) months. The venue of
arbitration shall be Mumbai.
6.2 No Waiver. The failure by 5paisa to enforce any provision of this Agreement will
not constitute a waiver of future enforcement of that or any other provision. 5paisa
shall not be deemed to have waived any rights or remedies hereunder unless
such waiver is in writing and signed by a duly authorized representative of 5paisa
against which such waiver is asserted.
6.3 Severability. If a court of competent jurisdiction finds any provision of this
Agreement invalid or unenforceable, that provision of the Agreement will be
enforced to the maximum extent possible to achieve as nearly as possible the
intent of the parties, and the remainder of this Agreement will remain in full force
and effect.
6.4 Notices. Except as otherwise expressly provided herein, all notices, approvals,
consents and other communications required or permitted under this Agreement
5paisa Pro Partner Agreement 5
will be invalid unless made in writing and given (a) by 5paisa via e-mail or sms at
your registered details with 5paisa or by way of a posting on 5paisa’s Website.
6.5 Assignment. You may not assign, subcontract or delegate this Agreement or any
of Your rights or obligations hereunder, in whole or in part, including without
limitation by operation of law, without 5paisa’s prior written consent. Any attempt
to assign this Agreement without such consent will be null and void. 5paisa may
assign this Agreement and subcontract or delegate its obligations hereunder to
any third party with or without Your consent. Subject to the foregoing, this
Agreement will bind and inure to the benefit of each party’s permitted successors
and assigns.
6.6 Compliance.
6.6.1 In addition to the Pro Partner Partner’s terms and conditions, You represent
and warrant that (a) You will conduct Your business activities in a legal and
ethical manner; (b) You have submitted and will submit complete and
truthful information in connection with your application and all Pro Partners;
(c) You will submit all filings and obtain any approvals that may be
necessary for You to perform Your obligations under this Agreement, (d)
You will commit no act that would reflect unfavorably on 5paisa; (e) You
are not a party with whom 5paisa is prohibited from doing business under
the applicable laws; and (f) You will comply with all applicable local, state,
federal, and foreign laws, treaties, regulations, and conventions in
connection with Your performance of this Agreement, including without
limitation, privacy, anti-spam, advertising, copyright, trademark and other
intellectual property laws.
6.6.2 In particular, without limitation, You will refrain from (a) referring Proposed
Leads that could be suspected of engaging in illegal activities under the
applicable laws, and (b) disclosing any technical information related to
Products to prohibited persons or destinations in violation of the existing
applicable law
5paisa Pro Partner Agreement 6
6.6.3 You acknowledge that any sums paid to You under this Agreement are for
Your own account and that, except as appropriate to carry out Your duties
set forth herein in a legal manner, You did not, have no obligation to, and
will not, directly or indirectly, give, offer, pay, promise to pay, or authorize
the payment of money or any thing of value to any other person in
connection with the performance of Your Pro Partner activities hereunder.
In particular, without limitation, You agree not to take any actions that would
cause You or 5paisa to violate the Prevention of Money Laundering Act,
(PMLA) or any other anti- bribery law.
6.7 Indemnification. You shall indemnify and hold 5paisa harmless from and against
any and all third party claims against 5paisa arising out of any act, default,
misrepresentation or any omission on Your part (including, without limitation,
negligence and breach of this Agreement), or any of Your agents, employees or
representatives, directly or indirectly relating to this Agreement, including without
limitation any claims relating to allegations, actions or proceedings for breach of
contract or warranty, regulatory or other legal claims, claims for bodily injury
(including death) and damage to property.
6.8 Non-Solicitation. To the extent permissible under applicable law, you are
prohibited from soliciting any of the employees of 5paisa (either directly or
through agents), without written permission of 5paisa, during the term of this
Agreement and for a period of one (1) year following its termination.
6.9 Counterparts. This Agreement may be executed in counterparts, each of which
will be deemed an original, but all of which together will constitute one and the
same instrument.
6.10 Entire Agreement and Amendment. This Agreement, including all exhibits hereto,
constitutes the entire agreement between the parties relating to its subject matter
and supersedes all prior or contemporaneous representations, discussions,
negotiations, and agreements, whether written or oral, relating to its subject
matter. Any amendments or renewals to this Agreement shall be invalid unless
made in writing that is signed by duly authorized representatives of both parties.
In the event of any conflict or inconsistency between the terms and conditions of
this Agreement and any terms or conditions set forth in Pro Partner Partner
Program, the terms and conditions set forth in this Agreement shall prevail unless
5paisa specifically identifies the section(s) of this Agreement that 5paisa intends
to override in a writing signed by 5paisa.
6.11 Limitations of Liability. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE
LAW, 5PAISA WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF
DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT
LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF DAMAGES. IN NO EVENT WILL 5PAISA’S LIABILITY UNDER
THIS AGREEMENT EXCEED THE PAYMENTS PAID BY 5PAISA TO YOU
DURING THE PRECEDING TWELVE MONTHS. THIS SECTION IS
SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF
THIS AGREEMENT.
5paisa Pro Partner Agreement 7
BY CLICKING “SUBMIT” YOU ARE REPRESENTING THAT (1) YOU HAVE
SUBMITTED TRUE AND COMPLETE INFORMATION IN CONNECTION WITH YOUR
APPLICATION AND (2) YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR
OWN BEHALF OR THAT YOU HAVE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY. IF YOU
DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO ENTER INTO THIS
AGREEMENT ON YOUR OWN BEHALF, OR IF YOU DO NOT AGREE WITH THE
TERMS AND CONDITIONS CONTAINED HEREIN, YOU MUST NOT CLICK “SUBMIT”
AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE 5PAISA PRO
PARTNER PROGRAM.
5paisa Pro Partner Agreement 8
