CSP SERVICES AGREEMENT

THIS SERVICES AGREEMENT (hereinafter referred to as ‘The Agreement’ or ‘This

Agreement), is made at ___________________, on _____________________, 20____

BY AND BETWEEN

ZERO MASS PRIVATE LIMITED (Formerly known as Zero Microfinance And Savings
Support Private Limited) a Company registered under the provisions of The Companies Act,
1956/2013 and having its Registered Office at 201, 2nd Floor (4th Level), Platinum Techno
Park Co-operative Premises Society Limited, Plot No. 17 & 18, Sector 30A, Vashi, Navi
Mumbai, Maharashtra, 400703, and having the Corporate Identity Number (CIN)
U74999MH2007PTC168756, which expression shall, unless it be repugnant to the subject or
context thereof, include its successors, nominees and permitted assignees and hereinafter
called as ‘ZERO MASS’ of FIRST PART;

AND

Shri./Smt._________________________________________________,aged________Years,
S/o, D/o, W/o ______________________________________________________________

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and resident of________________________________________________________________
_________________________________________________________________ (complete
residential address), which/who is proprietorship or any individual hereinafter referred to as
the “ Customer Service Provider’ or ‘CSP’, which expression shall unless it be repugnant
to the context or meaning thereof be deemed to mean and include its/his/her successors, legal
heirs, nominees and permitted assignees, as the case may be, of the OTHER PART.

Business address of CSP is ____________________________________________________

___________________________________________________________________________
___________________________________________________________________________
___________________________________________

CSP Code/ID: _____________________________

Code Generation Date: ____________________
Link Branch Name & Code: ____________________________

WHEREAS ZERO MASS is engaged by the banks in India as National Level Business
Correspondent (BC) for carrying out Business Facilitator and Business Correspondent
activities as stipulated by the concerned bank(s) from time to time.

AND WHEREAS CSP is an independent service provider for the fee/commission and will
render customer services as agreed upon under the present Agreement or any Addendum or
Corrigendum thereto.

NOW THEREFORE, in consideration of the foregoing, the mutual promises set forth herein,
and other good and valuable consideration the receipt and sufficiency of which are
acknowledged herein, this Agreement witnesseth as under:

1. Commencement/renewal & Term

1.1 This Agreement shall commence/deemed to have commenced from
________________________ (Effective Date) and shall remain in effect for a period of 1
year from the date of execution of this Agreement. .

1.2 . ZERO MASS shall have the right at its sole discretion, after review of performance
of CSP, to renew this agreement in writing by issuing extension letter for further period of 1
year on the existing terms and conditions or the modified terms and conditions as may be
mutually agreed between the parties subject to the conditions that the BC Agreement executed
between ZERO MASS and the Bank, is renewed for further period, unless specifically
terminated by either of the parties as provided in the agreement.

1.3 It is agreed between the parties that Zero Mass will inform CSP if the BC Agreement
is not extending/renewing the validity of CSP agreements. As soon as Bank informed about
its intention of not extending or renewing the BC Agreement then accordingly the CSP
agreement including its successive renewal by extension letter will be treated as terminated.
In such scenario, the last date of the CSP agreement including its successive renewal by
extension letter will be the last date of BC Agreement. This clause is in addition to existing
clause of termination/renewal.

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 1.4 Unless terminated earlier in accordance with this Agreement, the Agreement shall
come to an end on completion of the term specified in the Agreement or on expiration of the
renewed term.

2. Scope of Services:
2.1 The CSP agrees to provide the services as detailed hereunder, as per instructions and
as may be required by ZERO MASS/Bank from time to time.

Nature of Services:
(a) Identification of borrowers & fitment of activities.
(b) Collection and preliminary processing of loan applications including
verification of primary data.

(c) Creating awareness about savings and other products offered by the Bank and
education and advice on managing money & debt counselling.

(d) Processing & Submission of account opening applications to the Bank.

(e) Promotion, nurturing, monitoring and handholding of Self Help Groups / Joint
Liability Groups / Credit Groups and others.

(f) Post sanctions monitoring in case of advances / loans granted by the Bank.
(g) Follow up on recovery.
(h) Disbursal of small value credits strictly as per instructions of the Bank.
(i) Recovery of principal / interest from the borrowers and prompt deposit of the
same with the Bank.

(j) Collection and payment of deposits and withdrawals of all Banks’ customers
through inter-operable platform i.e. Aadhar Enabled Payment Services (AEPS)
and Micro-ATMs.

(k) Collection and payment of small value deposits and withdrawals & prompt
deposit/withdrawal of the same with the Bank.

(l) Promoting STDR and RD products to the FI customers.

(m) Promoting the application of e-KYC on Kiosk Platform and enabling

payment/receipt in respect of e-governance activity/any other activity.

(n) Providing mini account statements and other account information.

(o) Sale of Micro / insurance / mutual fund / pension and other third party products
as may be decided by the Bank.

(p) Receipt & delivery of small value remittances / other payment instruments
through Tatkal Remittances and remittance to the accounts of beneficiaries
(Inter-Bank) under IMPS.

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(q) Any other service in addition to this agreement as may be advised by the
ZERO MASS in writing to the CSP.

2.2 CSP and his/her Sub-KO /employees/representatives should;

(a) ensure regular services are offered to the customers at the service outlets of
the Bank.
(b) are properly trained to handle with care, their responsibilities particularly
aspects like soliciting customer, hours of calling, privacy of customer
information and informing the correct terms and conditions of the products
offered etc.

(c) adhere to extant instructions on Fair Practices Code for lending as also code
for collection of dues as Recovery Agent subject to qualifying DRA training
and obtain certification for collection of dues and repossession of security. It
is essential that they refrain from action that could damage the integrity and
reputation of the Bank.

(d) shall not resort to intimidation or harassment of any kind either verbal or
physical against any person in their debt collection efforts, including acts
intended to humiliate publicly or intrude the privacy of the borrowers’ family
members, referees and friends, making threatening and anonymous calls or
making false and misleading representations.

(e) shall ensure that due diligence is done on selected Sub-KO / employees /
representatives.

(f) Shall not engage in levying service charges over and above the Bank’s
advised rates. CSP will be liable for any such actions of his/her Sub-
KO/employees/representatives.

(g) Are having interoperable devices with updated specifications released by the
Bank/IBA/RBI or any other agency.

2.3 CSP can appoint another operator to be called as ‘Sub-KO’ to support the activities
of CSP and such appointment shall be subject to the written permission of ZERO MASS
and such permission will be at the sole discretion of ZERO MASS and ZERO MASS’s
decision shall be final and binding on the CSP and the CSP hereby agrees that he/she shall
not object or argue such decision. CSP agrees that he/she will ensure that the Sub-KO is a
person of good public standing and reputation and he/she should not have any criminal
background and having necessary qualification, resources and infrastructure. Any such
appointment of Sub-KO shall be the sole responsibility of the CSP and the CSP
undertakes and agrees to indemnify and keep indemnified ZERO MASS/Bank against all
claims, action, loss, damages, costs, expenses, charge, including legal expense (attorney,
advocate fee included) which the ZERO MASS/Bank may suffer or incur on account of
any deficiency in service rendered/irregularities/fraud committed by the Sub-KO. The
CSP shall ensure that the secrecy and faith of ZERO MASS’s/Bank’s data/processes is
maintained at all times.

2.4 CSP shall adhere to the performance standards in respect of services and products as
detailed in Schedule ‘A’ hereunder written, which forms part & parcel of this agreement.

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The ZERO MASS/Bank reserves the right to change / vary / the contents of schedule ‘A’
by advising the same to CSP in writing and upon such advise, the amended Schedule ‘A’
shall become effective and will binding on the CSP.

3. Representations and Warrants:

3.1 Each of the Parties represents and warrants in relation to itself/himself to the other
that:

3.1.1 CSP has all adequate qualification and has eligibility to execute, deliver and perform
its obligations under this Agreement.

3.1.2 CSP has all necessary statutory and regulatory permissions, approvals and permits
for the running and operation of Customer Service Point .

3.1.3 ZERO MASS/Bank has full right, title and interest in and to all software, copyrights,
trade names, trademarks, service marks, logos symbols and other proprietary marks
(collectively ‘IPR’) (including appropriate limited right of use of those owned by any of
its vendors, affiliates or subcontractors) which it provides to the CSP, for use related to the
services to be provided under this Agreement.

3.1.4 CSP will provide such cooperation as the ZERO MASS/Bank reasonably demand in
order to give full effect to the provisions of this Agreement.

3.1.5 The execution and performance of this Agreement by either of the Parties does not
and shall not violate any provision of any of the existing Agreement with any of the party
and any other third party.

4. Maintenance of Records by CSP AND Monitoring/Inspection by the ZERO

MASS/BANK

4.1 CSP shall maintain the following registers, records and accounts:

i. Enrollment Record.
ii. Transaction Record.
iii. Visitors Record.
iv. BF Activity Register (For Deposit Accounts/For Loan Advances)

In addition to the above-mentioned, CSP specifically agrees to maintain all records,

accounts including registers / documents etc. as per the banking rule/instructions of
ZERO MASS / Bank from time to time and ensure safe and proper custody of all
electronic and physical records, accounts including documents etc.

a. CSP shall send daily, weekly, fortnightly, monthly, quarterly or other periodical
reports to ZERO MASS/Bank as required from time to time in the format(s)
prescribed by it. If CSP does not send reports as mentioned above then it will
considered as deficiency in service and appropriate action will be taken against CSP
by ZERO MASS.

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4.2 CSP specifically agrees to maintain all other records, accounts including registers /
documents etc. as per the banking rule/ instructions of the ZERO MASS/Bank from time
to time and ensure safe and proper custody of all records, accounts including documents
etc.

4.3 The CSP shall maintain the records, registers, accounts and documents relating to the
customer information in such manner so that those can be isolated, identified and
segregated and the CSP shall protect the absolute confidentiality thereof.

4.4 CSP specifically agrees that the ZERO MASS/Bank shall be entitled to inspect and
audit the records maintained by CSP through its officers/employees or agents / auditors as
may be decided by the ZERO MASS/Bank at its sole discretion and CSP hereby
undertakes to promptly produce all records and information required for this purpose / for
the purposes of inspection and audit. CSP shall provide access, to the Officers / employees
/ representatives / agents or auditors of the ZERO MASS/Bank to the premises / places
where such records are kept / maintained. The ZERO MASS/Bank shall have a right to
obtain copies of any transaction record, register, audit report, review reports and findings
made on the CSP in connection with the services performed by CSP for the ZERO
MASS/Bank.

4.5 Further, CSP specifically agrees that it shall allow access to Reserve Bank of India
(RBI) or persons authorized by RBI or its employees/officers or other persons to inspect
and access the documents, accounts, records of transactions and all necessary information
in possession of, or stored or processed by the CSP within a reasonable time. The persons
authorized by RBI shall have right to obtain copies of the transaction records, other
record, information etc. in possession of CSP. CSP further agrees that in case access is
not allowed to the persons authorized by RBI for the purposes of inspection which results
in imposition of supervisory fees by RBI upon the ZERO MASS/Bank, and ZERO
MASS/Bank is required to pay such supervisory fees to RBI, CSP shall be liable to
reimburse to the ZERO MASS/Bank such fees including any penalty, interest levied and
recovered by RBI.

4.6 The ZERO MASS/Bank should have right to conduct surprise check of CSP’s
activities in respect of the Services rendered to customers without giving any prior notice
to CSP.

4.7 The CSP agrees to preserve the documents and data in respect of the Services for such
period in accordance with the legal/regulatory obligation of the ZERO MASS/Bank in this
regard.

4.8 The CSP agrees that the complaints/feedback, if any, received from the customers of
the Bank in respect of the Services by CSP shall be recorded and the Bank/Reserve Bank
of India/ZERO MASS shall have access to such records and redressal of customer
complaints by the CSP. If any claims are made by customers which arose due to the
negligence or misconduct/misbehavior or criminal breach of trust, or cheating or fraud by
CSP or his/her Sub-KO/employees/representatives, in that cases, CSP will be solely
responsible and liable to reimburse the customers and to settle matter and any expenses
incurred due to such act of CSP or his/her Sub-KO/employee/ representatives then the
same will be recovered from CSP only and without prejudice of the other remedies -
Criminal or Civil or both, proceedings will be initiated against CSP.

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4.9 CSP shall bear all expenses / costs & charges in connection with the inspection and
audit either conducted by the Bank or by RBI or by ZERO MASS.

4.10 CSP specifically agrees that the ZERO MASS/Bank has full right to monitor
and assess the performance of services by CSP and wherever the ZERO MASS/Bank
discovers any deficiency or non-performance of the services up to the mark, the ZERO
MASS/Bank shall instruct the CSP in writing and CSP agrees to rectify the deficiencies or
to ensure compliance with the instructions of the ZERO MASS/Bank.

4.11 CSP agrees to prepare and produce a `Business Continuity Plan’ for the purposes of
ensuring continued rendering of services undertaken by the CSP to the ZERO
MASS/Bank or latest within one month from the date of execution of the agreement. CSP
agrees to make necessary changes to the Business Continuity Plan or Contingency Plan as
per instructions / directions given by the ZERO MASS/Bank after examination of the plan
submitted by the CSP.

4.12 CSP will comply with all the directions of DFS/IBA/RBI applicable for the BC
channel. The requirement of DFS/IBA/RBI will be mandated to the CSP from time to
time. The CSP is obliged to implement the same within allocated time.

4.13 CSP shall comply with all the directions, guidelines, instructions, advice, code of
conduct etc., as given or issued by ZERO MASS/Bank from time to time. CSP hereby
agrees to comply with them and any non-compliance will be considered as violation of the
provisions of this agreement.

5 Confidentiality :
5.1 CSP is aware that all information disclosed to the CSP by the ZERO MASS/Bank and
all records, accounts, documents maintained by CSP are confidential in nature and having
regard to the sensitive nature of the information and records, specifically agrees to
maintain integrity, secrecy and confidentially of all the information and records, accounts
in respect of the services in the same manner & degree of care as CSP would ensure for
his/her own confidential & sensitive information. CSP shall ensure that appropriate and
suitable Declaration cum Indemnity and undertaking / agreements are obtained and
maintained from his/her Sub-KO, employees, and representatives as the case may be to
ensure compliance with confidentiality obligations of CSP.

5.2 CSP shall hold the Confidential Information in confidence and shall exercise all
reasonable diligence in ensuring that the Confidential Information is not disclosed to third
parties and will refrain from using the Confidential Information for any purpose
whatsoever other than for the purposes of this Agreement or for the purpose for which
such information is supplied. CSP shall also ensure that confidential information, directly
or indirectly, is not disclosed without prior written consent of the ZERO MASS.

5.3 In the event that CSP becomes legally compelled pursuant to any statutory or
regulatory provision, court or arbitral decision, governmental order requirements to
disclose any of the Confidential Information, the compelled Party, as far as possible will
provide the ZERO MASS with prompt written notice. In any case, the compelled Party
will furnish only that portion of the Confidential Information which is legally required and

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will exercise all reasonable efforts to obtain reliable assurance that confidential treatment
will be accorded to the Confidential Information.

5.4 CSP agrees to indemnify and hereby keeps the ZERO MASS/Bank indemnified
against all actions, claims, loss, damages, Costs, Charges, expenses (including Attorney /
Advocate fees and legal expenses) which the ZERO MASS/Bank may suffer or incur on
account of breach of confidentiality obligations as per clause 5.1 above by CSP or his/her
Sub-KO, employees, agents or representatives. CSP further agrees to make good the loss
suffered by the ZERO MASS/Bank upon first demand by the ZERO MASS/Bank which
shall be final, conclusive and binding on CSP.

5.5 CSP specifically agrees that the confidentiality obligations of the CSP in terms of this
agreement shall survive termination of this agreement.

5.6 CSP agrees that the products and services of other Banks or Financial Service
Providers that are competitive to the Bank’s products will not be provided at the service
outlets.

6 The Relationship between the Parties.

6.1 It is specifically agreed that the CSP is an independent service provider and shall not
be deemed to be the Agent of the ZERO MASS except in respect of the
transactions/services which give rise to Principal Agent relationship by implication.

a. Neither CSP nor his/her Sub-KO, employees, or representatives shall hold out or
represent as agents of the ZERO MASS or the Bank. Neither the CSP nor his/her Sub-
KO, employees, representatives or of CSP shall be entitled to claim permanent
absorption or any other claim or benefit against the ZERO MASS or the concerned
Bank at any point of time.
b. At no point of time, CSP or his/her Sub-KO, employees, representatives, shall claim
any kind of employment with ZERO MASS.

7 Compliance with Laws by CSP:

7.1 CSP hereby agrees and declares that it shall be the sole responsibility of CSP to
comply with the provisions of all the applicable laws, concerning or in relation to
rendering of services by CSP as envisaged under this agreement.

7.2 CSP shall procure and maintain all necessary licenses, permissions, approvals from the
relevant authorities under the applicable laws throughout the currency of this agreement.

7.3 CSP shall be solely liable & responsible for compliance of applicable Labour Laws in
respect of his/her Sub-KO, employees, agents, representatives in particular Laws relating
to terminal benefits such as Pension, Gratuity, Provident Fund, Bonus or other benefits to
which they may be entitled and the ZERO MASS/Bank shall have no liability in this
regard.

7.4 CSP hereby represents and warrants that it has full authority to enter into this
Agreement and render the services as envisaged under this agreement with the ZERO
MASS/Bank.

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8 Fees, Taxes, Duties & Payments :
8.1 CSP shall be paid fees / commission in the manner detailed in Schedule ‘B’ hereunder
written subject to deduction of applicable taxes, if any. ZERO MASS reserves its rights to
change the fees / commission payable to CSP as per Schedule-B without any prior notice.

8.2 All applicable taxes including Goods And Services Tax (GST), duties and other
charges which may be levied shall be borne by the CSP and the ZERO MASS
respectively.

8.3 All expenses, stamp duty and other charges expenses in connection with execution of
this agreement shall be borne by CSP.

8.4 Payment of fees/commission shall be based on the centralized data of ZERO MASS/
Banks, and it shall be final and binding on CSP.

9 General Indemnity :
9.1 As the name of ZERO MASS has been changed from Zero Microfinance And
Savings Support Private Limited to Zero Mass Private Limited, the CSP undertakes and
agrees to indemnify and keep indemnified ZERO MASS/Bank against all claims, action,
loss, damages, costs, expenses, charge, including legal expense (attorney, advocate fee
included) which the ZERO MASS/Bank may suffer or incur on account of any deficiency
in service rendered by CSP or any act of commission / omission on the part of his/her
Sub-KO, employee, agent, representative functioning with previous name - Zero
Microfinance And Savings Support Private Limited and also for all services continued to
be rendered by ZERO MASS with previous name - Zero Microfinance And Savings
Support Private Limited. The CSP agrees to make good the loss suffered by ZERO
MASS/Bank as indicated above, on first demand made by the ZERO MASS/Bank in this
regard which shall be final conclusive and binding on CSP.

9.2 CSP agrees and hereby keeps the ZERO MASS/Bank indemnified against all claims,
actions, loss, damages, costs, expenses, charges, including legal expenses (Attorney,
Advocates fees included) which the ZERO MASS/Bank may suffer or incur on account of
any deficiency in services rendered by CSP or any acts of Commission / omission on the
part of his/her Sub-KO, employees, agents, representatives or of CSP. CSP agrees to
make good the loss suffered by the ZERO MASS/Bank on first demand made by the
ZERO MASS/Bank in this regard which shall be final conclusive and binding on CSP.

9.3 CSP further undertakes to promptly notify the ZERO MASS/Bank in writing any
breach of obligation of the agreement by his/her Sub-KO, employees, agents or
representatives including confidentiality obligation and in such an event, the ZERO
MASS/Bank will, in addition to and without prejudice to any other available remedies, be
entitled to immediate equitable relief in a Court of competent jurisdiction to protect its
interest including injunctive relief.

9.4 The CSP shall be directly and vicariously liable to indemnify the ZERO MASS/Bank
in case of any misuse of data/information of the ZERO MASS/Bank by the CSP or his/her

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Sub-KO, agents, employees, representatives deliberate or otherwise and this includes
against intangible/ reputation losses.

10 Term & Termination

10.1 The ZERO MASS as well as CSP shall have right to terminate the agreement by
giving One month’s notice in writing to the other party. In the event of termination of the
agreement by CSP, all records, information including documents etc. shall be returned by
CSP to the ZERO MASS as per instructions of the ZERO MASS. If proper handover not
done then in that case ZERO MASS will take appropriate action against CSP.

10.2 The ZERO MASS shall have a right to terminate the agreement immediately by
giving a notice in writing to CSP in the following eventualities :

a) If any Receiver/Liquidator is appointed in connection with the business of the CSP or

CSP transfers substantial assets in favour of its/his creditors or any orders / directions are
issued by any Authority / Regulator which has the effect of suspension of the business of
CSP.

b) If CSP applies to the Court or passes a resolution for voluntary declaration as an

Insolvent person or business entity or any other creditor /person files a petition for
winding or dissolution of CSP.

c) If CSP, in the reasonable opinion of the ZERO MASS/Bank is unable to pay its/his
debts or discharge its/his liabilities in normal course of business.

d) If CSP or his/her Sub-KO, is unable to render the services up to the mark as

envisaged under this agreement upon a reasonable assessment of the circumstances by the
ZERO MASS/Bank which affect rendering of the services by CSP as envisaged under this
agreement.

e) If any acts of commission or omission on the part of CSP or his/her Sub-KO, agents,
employees, representatives in the reasonable opinion of the ZERO MASS/Bank
tantamount to fraud or prejudicial to the interest of the ZERO MASS/Bank or their
customers.

f) If CSP is owned/ controlled wholly/ partly by any other BC or Bank operating in

India.

g) If the CSP or his/her Sub-KO/ agents / employees / representatives of CSP or their

relatives as defined in section 2(77) of the Companies Act, 2013 becomes a director/
officer or employee of the ZERO MASS or Bank.

h) Poor performance, non-compliance of the requisite conditions, clauses, directions,

any costumer/customer complaint against CSP etc. on the part of CSP or his/her Sub-KO/
agents / employees / representatives.

10.3 In the event of the termination of the agreement by the ZERO MASS/Bank
pursuant to clause 10.1 hereinabove, CSP shall be liable and responsible to return all
records and information in its possession as envisaged under clause 10.2 above.

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10.4 ZERO MASS will have exclusivity at the Customer Service Point (CSP) for BC/BF
arrangement. Accordingly, CSP sourcing BC/BF business for the ZERO MASS and the
concerned Bank should not source any banking/financial product for any other BC or
Bank or Institution.

10.5 In the event of termination of the Agreement for any reason, ZERO MASS/Bank
shall have the right to give suitable publicity to the same including advising the Indian
Bank’s Association.

10.6 In the event of termination of the Agreement or on the expiry of the term/ renewed
term of this Agreement, the CSP shall render all reasonable assistance and help to the
ZERO MASS/Bank to find any new CSP in his/her place for the smooth switch over and
continuity of the Services or if so required by the ZERO MASS/Bank and take all
necessary steps to bring the Services to a close in a prompt and orderly manner.

10.7 Upon termination or expiration of this Agreement, all rights and obligations of the
Parties hereunder shall cease, except:

(a) such rights and obligations as may have accrued on the date of termination or
expiration;
(b) the obligation of confidentiality; and
(c) any right which a Party may have under the Application Law.

11 Arbitration:
11.1 Any and all disputes, controversies and conflicts ("Disputes") arising out of this
Agreement or in connection with this Agreement or the performance or non-performance
of the rights and obligations set forth herein, or the breach, termination, invalidity or
interpretation thereof shall be referred for arbitration in terms of the Arbitration and
Conciliation Act, 1996 (Arbitration Act) or any amendments thereof. Prior to submitting
the Disputes to arbitration the parties shall make all endeavors to settle the dispute/s
through mutual negotiation and discussions. In the event that the said dispute/s are not
settled within 30 days of the arising thereof as evidenced through the first written
communication from any party notifying the other regarding the disputes, the same shall
finally be settled and determined by arbitration as above.
11.2 The place of arbitration shall be at Mumbai and the language used in the arbitral
proceedings shall be English. Arbitration shall be conducted by a mutually appointed sole
arbitrator. If the Parties are unable to agree upon a sole Arbitrator, each Party shall appoint
one arbitrator and the two arbitrators so appointed by the Parties shall appoint the third
arbitrator, who shall be the Chairman of the Arbitral Tribunal.
11.3 The arbitral award shall be in writing and subject to the provisions of the
Arbitration and Conciliation Act, 1996 Act shall be enforceable in any court of competent
jurisdiction.

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 11.4 Pending the submission to arbitration and thereafter, till the Arbitrator or the
Arbitral Tribunal renders the award or decision, the Parties shall, except in the event of
termination of this Agreement or in the event of any interim order/award is granted under
the afore stated Act, continue to perform their obligations under this Agreement.
12 Governing Laws & Jurisdiction :
12.1 The agreement shall be governed and construed in accordance with the Laws of
Republic of India.

12.2 The parties agree to submit to the jurisdiction of the appropriate court in India in
connection with any dispute, controversies and conflicts between the parties under the
agreement.

13 Notices: Any notice, invoice, approval, advice, report or any other communication
required to be given under this Agreement shall be in writing and may be given by
delivering the same by hand or sending the same by prepaid registered mail, courier at the
business address mentioned above or e-mail to the relevant e-mail address or such other
address as each Party may notify in writing to the other Party from time to time. Any such
notice given as aforesaid shall be deemed to be served or received at the time upon
delivery (if delivered by hand/e-mail) or upon actual receipt (if sent by Post/courier or
fifteen (15) clear days after posting (if the addressee is outside the country of posting).

14 Force Majeure:
14.1 Neither of the Parties to this Agreement shall be liable or responsible for any
failure to perform or delay in performance of their respective obligations hereunder, when
such failure or delay is due or attributable to or arises out of, any Force Majeure event,
provided a notice of occurrence of any Force Majeure event is given by the affected Party
to the other Party within a period of twenty-four (24) hours of the occurrence of such
Force Majeure event.

14.2 If the Force Majeure event continues unabated for an uninterrupted period of
thirty (30) days, then the non-affected Party shall be entitled to terminate this Agreement
by notice in writing to the other Party, whereupon this Agreement shall stand terminated.

15 Eligibility for exemption from TDS deduction on withdrawal exceeding Rs. 1 crore
in a FY and CSP’s undertaking to indemnify to Zero Mass and Bank.

15.1 As per Section 194N in Income Tax Act, the Banks shall deduct tax (TDS) @ 2%
from the amount of cash withdrawal in excess of Rs. 1 cr. during a financial year from the
person/recipient;

15.2 The appropriate government authorities has covered Bank Mitra/CSP under the list of
exempted category from the applicability of the aforesaid TDS provisions on withdrawal
of amount in excess of Rs. 1 cr. during a financial year from CSP’s Bank Account with
the Bank used for Kiosk Banking operations only subject to the condition that the CSP has
to open a new current account under the new product code – 5011-1561 (Personal) or
5011-1561 (Non-Personal) for fund settlement with Zero Mass.

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15.3 CSP, who has not yet opened new current account under the aforesaid new product
code prescribed by the Bank, will not be eligible for TDS exemption on withdrawal of
amount in excess of Rs. 1 cr. during a financial year from CSP’s Bank Account with the
Bank used for Kiosk Banking operations and the CSP undertakes to indemnify and keep
the Zero Mass and the Bank indemnified, against all losses/penalties/ costs/ suits/
proceedings/ actions etc. including (but not limited to) consequential tax liability and
claims made or action initiated against the Zero Mass and/or the Bank in respect of the
TDS liability of the CSP.

15.4 Notwithstanding anything contained in the above sub-clauses of the Clause 15, CSP
operating individual settlement account will not be entitled to the aforesaid exemption
from TDS unless they switch to Centralized Settlement Account of Zero Mass
immediately.

15.5 CSP will operate based on Bank and/or Zero Mass instructions issued from time to
time in this regard and any deviation or non-compliance of the instructions will result in
termination of the CSP.

16 Miscellaneous
16.1 Any provision of this Agreement may be amended or waived, if, and only if such
amendment or waiver is in writing and signed, in the case of an amendment by each party,
or in this case of a waiver, by the Party against whom the waiver is to be effective.

16.2 No failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any
other right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

16.3 Unless otherwise provided herein, all notices or other communications under or in
connection with this Agreement shall be given in writing and may be sent by personal
delivery or post or courier or e-mail. Any such notice or other communication will be
deemed to be effective if sent by personal delivery or email, when delivered or sent
respectively, or upon actual receipt, if sent by Post/courier or fifteen (15) clear days after
posting, if the addressee is outside the country of posting.

16.4 This Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all prior written agreements, undertakings,
understandings and negotiations, both written and oral, between the Parties with respect to
the subject matter of the Agreement. No representation, inducement, promise,
understanding, condition or warranty not set forth herein has been made or relied upon by
any party hereto. However, the CSP is liable for all acts done or omissions and shall
indemnify ZERO MASS/Bank for any loss caused by such acts or omissions by the CSP,
his/her Sub-KO, agents, employees, representatives since the date of commencement of
CSP operations as per ZERO MASS/Bank records.

16.5 Neither this agreement nor any provision hereof is intended to confer upon any
person/s other than the Parties to this Agreement any rights or remedies hereunder.

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16.6 The CSP shall execute and deliver such additional documents and perform such
additional actions, as may be necessary, appropriate or reasonably requested to carry out
or evidence the transactions contemplated hereby.

16.7 The invalidity or unenforceability of any provisions of this Agreement in any

jurisdiction shall not effect the validity, legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or enforceability of this
Agreement, including any such provision, in any other jurisdiction, it is intended that all
rights and obligations of the Parties hereunder shall be enforceable to the fullest extent
permitted by law.

16.8 In case of any change in applicable laws in India that has an effect on the terms of
this Agreement, the parties agree that the Agreement may be reviewed, and if deemed
necessary by the Parties, renegotiated in good faith.

16.9 The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation thereof.

16.10 If this Agreement is signed in counterparts, each counterpart shall be deemed to be

an original.

16.11 The CSP shall not assign or transfer all or any of its rights, benefits or obligations
under this Agreement without the approval of ZERO MASS. ZERO MASS may, at any
time, assign or transfer all or any of his/her rights, benefits and obligations under this
Agreement.

16.12 The CSP agrees that they shall not use the logo, trademark, copy rights of other
proprietary rights of the opposite party in any advertisement or publicity materials or any
other written communication with any other party, without the prior written consent of the
ZERO MASS.

16.13 This Agreement shall not be construed as joint venture. Each party shall be
responsible for all its obligations towards its respective employees. No employee of any
of the two parties shall claim to be employee of other party.

16.14 CSP shall ensure that himself/herself undergo mandatory training and certification
as per the policy decided by the Bank.

16.15 CSP ensures that he/she and his/her Sub-KO, agents, employees, representatives
conduct all the Banking transactions online on real-time basis and provide printed receipt
for all transactions to customers.

16.16 CSP ensures that he/she and his/her Sub-KO, agents, employees, representative at
the outlet wear the standardized uniform like Jacket, Cap; carry ID Cards and display
information relating to Service Charges recoverable from customers, Do’s & Don’ts for
customers; contact details of Link Branch and BC; and Working hours appropriately.

17 Others:
17.1 CSP ensures that he/she and his/her Sub-KO, agents, employees, representatives shall
use ZERO MASS/Bank allocated code only to access the system and any deviation from

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 this practice will call for necessary action including termination without any advance
notice.

17.2 CSP bears the cost of establishment including cost of devices to be installed at the
outlet. CSP will also ensure availability of spare parts, support/AMC on the deployed
devices either on-site/off-site, technical and administrative support and enter into Service
Level Agreement (SLA) for management of devices with the concerned vendors. CSP also
undertakes to maintain proper upkeep of any equipment provided by ZERO MASS/Bank
in the course of its business.

17.3 CSP ensures that to login in the system through Aadhaar number, if available, for
compliance.

17.4 The Fees/commission payment (after deduction of TDS as applicable) to CSP is done
centrally into the Bank account of the CSP provided by the CSP to ZERO MASS. Any
other applicable taxes on the Fees/commission payment shall be borne by the CSP.

17.5 CSP will agree to compensate the ZERO MASS or customers for acts of omission or
commission by the CSP, his/her Sub-KO, agents, employees, representatives since the
date of commencement of CSP operations as per records available with ZERO
MASS/Bank.

17.6 CSP keeps Escalation Matrix in place for complaints and issues faced by customers
and Redressal mechanism should also be in place for addressing the grievances of
customers.

17.7 CSP ensures adequate overview and monitoring on the functioning and operations at
the outlet.

17.8 CSP agrees to obtain insurance on the cash limit handled by him/her or his/her Sub-
KO, agents, employees, representatives.

17.9 CSP agrees that violation of prescribed service charges at the Kiosk outlets allocated
to him/her invite strict actions including termination of the CSP from the services.

SCHEDULE ‘A’
[Details of specific services & products to be
rendered by ZERO MASS be stated under Schedule ‘A’]

The CSP will source the following products to begin with:-

a. Savings Bank Accounts through kiosk banking model

b. Home loans / Loans Against Property
c. Auto Loans
d. Loans against TDR/NSC/ KVP etc.
e. Gold Loans
f. SME Loans
g. General purpose Credit card (GCC)

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 h. Kisan Credit Card (KCC)
i. Current Account
j. Savings Bank account (other than No Frills Account)
k. Term Deposits
l. Recurring Deposits
m. Remittances
n. Tatkal remittances (IMPS)
o. Social Security Schemes
p. Financial Literacy
q. e-KYC and Aadhar Seeding
r. Micro-Insurance products
s. Mutual funds on a referral basis
If the ZERO MASS/ Bank so decides, additional products may be added by mutual
agreement. Products may be amended from time to time.

(Minimum performance requirement can be stipulated as per discretion of the

ZERO MASS/ Bank.)

SCHEDULE `B’
FEES PAYABLE TO CUSTOMER SERVICE PROVIDER / CHARGES
RECOVERABLE FROM CUSTOMERS

CSP Fees/commission structure and charges recoverable from customers is available on the Zero
Mass Portal https://kiosk.zero-mass.org/kiosk/index.php for CSPs, with verification of
username/password login credentials of the CSP. The commercials are subject to revision and shall
be advised from time to time based on prevalent Fees / customer charges structure of Bank,
through the aforesaid Zero Mass portal for CSPs with verification of CSP login credentials, at the
sole discretion of Zero Mass. The Fees/commission structure and charges available on the
aforesaid Zero Mass Portal including any revision of the commercials forms part and parcel of this
agreement.

(The Fees/commission structure will comprise of fixed as well as variable components. The fixed
fees will be based on minimum number of transactions/Account opening as decided by Bank from
time to time).

Other Related Issues:

Cap on Business/Commission: Reserve Bank of India has expressly prohibited sourcing of Bulk
deposits, NRE/NRO FCNRB deposits, and deposits from Public Sector Companies/Government
Departments by this channel. In order to ensure that only retail business is sourced by this
channel, commission will be capped at Rs. 10,000* in each case i.e. for each individual account-
loans or deposits.

* This cap is subject to revision by the RBI and CSP would be advised by ZERO MASS/Bank of the
revision. Such revised cap will be part and parcel of this agreement.

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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and
year first hereinabove written.

SIGNED & DELIVERED for and by the within named Parties Signature

For Zero Mass Private Limited

___________________________________
(Authorized representative)

In the presence of(Witness)____________________________________

Add:______________________________________________________
__________________________________________________________
_______________________

____________________________________________
(CSP Name)

In the presence of (Witness)____________________________________

_Add:_______________________________________________________
_____________________________________________________________
____________________________

***********************

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