Service Agreement DSA 2018
Service Agreement DSA 2018
SERVICE AGREEMENT
BY AND BETWEEN;
1. IIFL Home Finance Limited (Formerly known as India Infoline Housing Finance Limited)
having its registered office at 12 A- 10, 13th Floor, Parinee Crescenzo, C-38 and C-39, G
Block, Behind MCA, Bandra Kurla Complex, Bandra East, Mumbai – 400051
AND/OR
2. India Infoline Finance Limited having its registered office at 12 A- 10, 13th Floor,
Parinee Crescenzo, C-38 and C-39, G Block, Behind MCA, Bandra Kurla Complex,
Bandra East, Mumbai – 400051
(The above named Companies, jointly or severally, are hereinafter referred to as the
“Company” and shall unless repugnant to the context or meaning hereof be deemed
to mean and include its subsidiaries, group concerns, successors and permitted
assigns) of the ONE PART;
AND
…………………………………………having its office at …….…………………………..
(hereinafter referred to as the “Service Provider” and shall unless repugnant to the
context or meaning hereof be deemed to mean and include its legal representatives,
administrators, executors and permitted assigns) of the OTHER PART.
“Parties” shall mean collectively Company and Service Provider and “Party” shall
mean anyone of them, as relevant to the context.
WHEREAS:
C. The Service Provider has proposed to offer to the Company the services as defined
herein below as the ‘Scope of Services’ (“the said Service”) in Annexure A for the
purpose of this Agreement and the Company has decided to appoint the Service
Provider on the terms and conditions herein below mentioned.
b. The Service Provider acknowledges and understands that the Company has accepted
the proposal of the Service Provider based upon the representation and warranty of
the Service Provider that it possesses the required qualification and experience to be
able to provide the Company the said Service under this Agreement.
c. It is expressly clarified and the Service Provider is aware that it is on the strength of
the indemnities furnished by the Service Provider, herein below, the Company has
agreed to enter into and execute this Agreement to avail the services of the Service
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Provider.
2. SCOPE OF SERVICE
The Service Provider agrees and undertakes to render such services to the Company
as mentioned in Annexure A of this Agreement and only in exception cases, with prior
consent of the company the service provider may subcontract / delegate or confer
responsibility to the third party to render specific services as mentioned in Annexure
A.
3. CONSIDERATION
a. In the normal course of business, the Company will keep record of the services being
availed from the Service Provider. Based upon the services rendered and the fee
agreed (as set out in Annexure B and amended from time to time) with the Service
Provider a payment sheet for an amount towards Payment/payout/commission/fees/
reimbursements/professional charges will be prepared and shared with the Service
Provider vide registered e-mail ID. Within seven days of delivery of such payment
sheet vide e-mail to the Service Provider, the Company will reimburse the
consideration amount, if not agreed otherwise, in the designated account of the
Service Provider vide electronic transfer or may issue an instrument of payment, in
terms of the agreement. The Service Provider shall raise concern or discrepancy, if
any, towards services rendered, calculation, payment details, etc., within such seven
days, failing which the amount will be fixed and shall be treated as correct and
binding upon the Service Provider.
a) Till the arrangement arrived as above in clause 3 (a), the Service Provider who fall
under the service tax registration shall receive the
Payment/payout/commission/fees/reimbursements/professional charges as per the
agreed Payment/payout/commission/reimbursements/professional charges grid as
set out in Annexure B hereto. The Company, in its absolute discretion, may revise the
Payment/payout/commission/reimbursements/professional charges grid from time to
time. The payment as per the terms of the Payment/payout/commission/
reimbursements/professional charges grid specified in Annexure B will be payable by
the Company, if not agreed otherwise, subject to the bill being raised by the Service
Provider every month, preferably in the first week of the following month in which the
services are availed . The payment shall be made within sixty days of clearing all
queries and clarifications, if any, on such bills.
4. CONFIDENTIALITY
4.1 The Service Provider shall maintain strict confidentiality and forever maintain as
secret and confidential and shall not at any time during the continuance or after
termination of this Agreement hereunder, divulge either directly to any person, firm,
company or organization or any third party or use for himself/itself, any knowledge,
information, formulae, processes, methods, compositions, strategies, plans, polices,
idea or documents, concerning the business and/or affairs of the Company or any of
its dealings, transactions or affairs or any information in any form, which the Service
Provider may acquire or have come to his/its knowledge during the course of or
incidental to this Agreement. All customer relations, goodwill, franchise,
improvement or design conceived by the Service Provider during the continuance of
this Agreement shall become the exclusive property of the Company. The Service
Provider agree that any attempt to breach this clause shall be a gross breach of this
contract and may be prevented by injunctive relief. Further, the Service provider
shall not undertake any fresh business on behalf of the Company after termination
of Agreement until and unless it renewed by a fresh agreement.
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5. CODE OF CONDUCT
5.1 The Service Provider shall, during the term of this Agreement with the Company, not
indulge in any front running activities, while rendering the services. The services
provided hereunder shall be of proprietary nature and the Service Provider shall take
full responsibility for the same. The Service Provider shall not indulge in
manipulative, fraudulent, unfair practices or infringe into any intellectual property
rights. The Service Provider shall not, during the term of this Agreement and with
regard to the scope of services, violate any laws/directions/guidelines/policy or
commit any unlawful act. The Service Provider shall be solely responsible for any
losses, damages, claims etc caused to the Company or its customers as a
consequence of any act of omission or commission on his/its part.
5.2 The Service Provider shall work diligently and devote the whole of his/its efforts in
providing its services to the Company. The Service Provider will maintain the quality
of his/its services to the highest professional standards, which will be subject to
periodic review by the Company. The Service Provider shall not engage
himself/itself, directly or indirectly, without the prior consent in writing of the
Company, with or without remuneration, in any trade, business, occupation,
appointment, services or consultancy nor shall the Service Provider undertake any
activities which are contrary to or inconsistent with the obligations under this
Agreement or with the Company’s interest or with the Model Code of conduct as
amended from time to time.
6.1 It is not engaged in the business of Tele-Marketing and shall inform the Company in
writing before planning to commence tele-marketing business.
6.3 It shall furnish the list of Telemarketers (DSAs / DMAs) engaged by it along with the
registered telephone numbers being used by them for making telemarketing calls to
TRAI; and
6.5 It shall not, without prior written approval of the Company, advertise in the media
about any service that it is authorized to perform under this agreement.
6.6 It shall have no claim or lien or right of set off over all/any securities, policies,
documents, papers etc. handled, collected, delivered or possessed by the Service
Provider on behalf of the Company and shall hold the same as a trustee for and on
behalf of the Company. The Service Provider shall, to its own and/or upon the
demand being made by the Company, handover all/any of the aforesaid documents
lying in its possession and custody.
6.7 It shall allow the Company or The National Housing Bank (NHB) or its representative,
opportunity, to monitor, control, audit or inspect any premises where the books &
records, relating to its functions, services and operations are kept, during business
hours for verifying the quality of the service, infrastructure, accounting, information
keeping processes, stationery and other product or items or information(s) available
and being used in connection with the services rendered by him. This inspection
shall not be construed as the statutory/internal audit of the Service Provider as may
be required under any law. The Service Provider shall allow the Company to make
such random checks, as the Company considers necessary and appropriate.
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6.8 It shall allow the Company and its representatives or the NHB to conduct regular
audits/inspections by either the Company’s internal or external auditors and to
obtain any audit or review reports and findings for the services performed for the
Company. Further, Service Provider shall also allow and permit the Company to
review the financial and operational aspects of the Service Provider to assess their
working ability to continue to meet their outsourcing obligations. The service
provider shall further allow the Company & the NHB to access its documents,
records of transactions, and other necessary information and furnish the required
information within a reasonable time as informed by the NHB/Company. Further, the
NHB has all rights to inspect the books, records maintained by the service provider
in connection to the services provided to the Company. The service provider shall
provide Action Taken report (ATR) to the Company stating the closure of non-
compliance within 30 days of Inspection or within timeline as directed by NHB
whichever is earlier.
6.9 It shall comply with all applicable laws, rules, regulations and directions issued by
the administrative or statutory agencies regulating or relating to the conduct of its
business and maintain such records as are required under the applicable laws
relating to the services to be performed under this agreement.
6.10 It shall ensure that its officers, representatives, workmen and full or part time field
staff are at all times well informed and counseled periodically regarding the
products/procedures to ensure the effective and efficient performance of the
services contemplated under this agreement. It shall further ensure to undergo the
online/classroom training programs, courses as conducted by the Company, from
time to time.
6.11 It shall comply with all the procedure, checklist and amendment set forth in writing
by the Company from time to time. It shall not act on any instruction conveyed by
any officer other than the officer duly nominated and authorized by the Company or
any other instructions which are contrary to the agreed terms and not in writing.
6.12 It shall ensure that none of his staff members, including but not limited to, his
employees, representatives, open staff accounts in the Company or participate in
any of the Company’s employee or similar benefit program.
6.13 The Service Provider shall ensure that its employees shall perform the services in a
lawful manner and shall not engage in any unfair or misleading practices or resort to
any forcible, oppressive, vindictive, unfair, illegal or criminal means or methods of
collection/verification.
6.14 It shall maintain accounting and other records, as may be required by the Company
in this regard.
6.15 It shall maintain the highest degree of probity, honesty, integrity, discretion and
business competence in his dealings.
6.16 It shall take reasonable steps and formulate a plan to the satisfaction of the
Company which shall, inter-alia include the backup systems/sites to preserve and
store all the data and documents in its possession, and deliver the same in a disc
and/or any permissible form, to the Company so that in the event of fire, power
failure, computer system failure and the like, the same shall be recovered. It shall
also provide the monthly updates in a disc and/or any permissible form, for
safekeeping.
6.17 It shall obtain requisite insurance policies, as applicable to safe guard the services in
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case of contingency, with a specified Insurance Company, at its own cost and
expenses, against any loss of data, amounts collected and/or in case of loss on
account of fraud, fire, fidelity, negligence by its employees and furnish a true copy of
the same to the Company. The insurance policy, as applicable, shall be lien marked
to the Company and the Company shall have the first claim on such proceeds.
6.18 It shall pay central, state and local taxes, if applicable, and the Company shall not be
liable for payment of the same. However, nothing contained herein shall prevent the
Company from deducting tax at source as per required law or regulations.
7.1 Ensure correct reporting of the information while evaluating the application and also
ensures that its employees shall report all suspicious transactions, irregularities or
violations of any legal or regulatory procedures by the applicant.
7.2 The Service Provider shall ensure strict compliance to guidelines, instructions, policy,
code of conduct and procedures laid down by the Company and shall not raise any
objections or contentions in that behalf.
7.3 The Service Provider hereby guarantees that the service being provided under this
agreement shall be of highest standard and shall strictly comply with the guidelines
laid down by the Company, from time to time. The Service Provider shall also
guarantee the correctness of all the information and evaluation of the loan
application.
7.4 The Service Provider shall immediately notify the Company in writing, if any of its
employee or any such person engaged by the Service Provider, has committed any
breach of any of the employment agreement or has committed any act amounting
to any moral turpitude or has been arrested by the police or removed from the
employment of the Service Provider or committed any act which in the opinion of
the Service provider affects the integrity of the person.
7.5 The Service Provider shall ensure that in the event of any offence being committed
by their employee, the Service Provider shall be liable for all consequences thereof
and the Company shall not be liable either directly or indirectly. Further, a list of
such employees would be shared with the Company within 15 days from the end of
every quarter.
7.6 The Service Provider hereby confirms that the Service Provider has complied with all
the laws and legislation prevailing and as applicable on their respective services,
from time to time, in the states where the Service Provider shall be operating in the
course of this agreement.
7.7 The Service Provider confirms to have obtained all licenses under all applicable laws
viz. labour laws, license, DOT registration for tele-marketing (if applicable) etc.
pertaining to its business and complied with all the statutes, bylaws, regulations and
requirements of any government or other competent authority applicable to the
Service Provider and the conduct of the business.
7.8 The Service Provider shall maintain all registers and records that are to be maintained
by the Company in connection with the services being provided by them under this
agreement.
7.9 The Service Provider shall supervise its employees and it would be the responsibility
of the Service Provider to provide service as per the procedure specified by the
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Company from time to time.
7.10 The Service Provider or its employees will have no claim whatsoever against the
Company and shall not raise any industrial dispute, either directly or indirectly with
or against the Company for any reason whatsoever.
7.11 The Service Provider confirms that it has taken all the necessary approvals as
required under the local, state or central legislation in respect of the premises from
where the Service Provider is operating its business.
7.12 The Service Provider confirms that it has read the said Model Code of Conduct as
amended and updated from time to time and has fully understood all the terms and
conditions mentioned there in. The Service Provider further confirms and declares
that it shall abide by the said code of conduct at all times in letter and spirit
7.13 The Service Provider confirms to ensure the preservation and protection of the
security and confidentiality of the Applicant’s information or data under its custody
or possession.
8. INDEMNITY
8.1 The Service Provider hereby agrees and undertakes to indemnify and keep
indemnified the Company and its employees against all claims, demands, damages,
penalties, costs or expenses of any kind whatsoever which may arise against or be
incurred by the Company or its employees as a result of any act, omission or
commission, negligence or any other reasons whatsoever, on the part of the Service
Provider or any of its Staff, including the following:
a. Any act, omission, default or neglect of the Service Provider or any of its Staff or
otherwise arising out of any breach of any of the provisions, undertakings,
representations and warranties and covenants of the Service Provider as contained
in the said Agreement.
b. Claims made by the Service Provider Staff against the Company or for any loss,
damage or hardship caused to the Company on account of any dispute or difference
between the Service Provider and its Staff or between the Company Staff inter se.
c. Any fraud, negligence or default whatsoever of the Service Provider and/or any of its
Staff. The Service provider also explicitly agrees to reimburse back to the Company
any & all such monies that have been wrongly misappropriated by its Staff or
collection of monies that have happened against receipts issued in the name of the
Service Provider.
d. Any theft, robbery, fraud and forgery or other wrongful act or omission, errors,
representations, misrepresentations, misconduct, negligence by Service Provider
and/or any of its Staff in performance of its Services.
e. Against all / any consequences arising by any breach of this undertaking by the
Service Provider and/or its Staff and shall immediately reimburse, pay to the
Company merely on demand, all damages, loss, cost, expenses or any charges
including liquidated damages for loss of reputation that the Company may be
required to suffer, pay or incur in connection there with.
f. In respect of any claim / liability on the part of the Company arising in any way due
to any act / omission or commission or otherwise on the part of the Service Provider
or its staff.
g. Generally, for any other loss that may be suffered by the Company or any of its
staff / customers or any other person resulting either directly or indirectly from the
services undertaken to be provided by the Service Provider.
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8.2 It is further clarified that in the event of the Company claiming any right to be
indemnified pursuant to any of the above;
a. the Service Provider shall make payment of the amounts demanded by the
Company forthwith upon demand and the Company shall not be required to go out
of pocket for any reason whatsoever and
b. the Company reserves the right to set-off any of the amount due to the Company
from and against monies due by the Company to the Service Provider under the said
Agreement or otherwise.
9. PLACE OF OPERATION
The Service Provider shall provide the said Service to the Company for the entire
area within the scope of the Service Provider. The Service Provider agrees to
perform the Services from any location of the Company or any establishment at any
location of the Company, its affiliate, or customers/vendors for the entire area within
the scope of the Service Provider.
The Company will be entitled to terminate this Agreement if the Service Provider
commits any breach of any term of this Agreement or if the Service Provider is
adjudged insolvent. The Company, if dissatisfied by Service Provider’s performance
may terminate/revoke the Agreement by giving one day’s notice, without any
further obligation to Service Provider except for payment due, subject to account
reconciliation, for the Services provided prior to termination.
11. RELATIONSHIP
11.1 Under the terms of this Agreement, the Service Provider shall not have any authority
to represent himself/itself as an employee or agent of the Company at any time or in
any forum.
13. AMENDMENT
No amendments or modifications to this Agreement shall be effected unless by
means of a written instrument agreed upon and executed by both the Parties.
14. NOTICES
Any notice and other communications to be given to any Party shall be in writing
and shall be first transmitted by facsimile/electronic transmission, and then
confirmed by postage, prepaid registered airmail or by internationally recognized
courier service to the aforementioned addresses of the Parties to this Agreement.
15. SEVERABILITY
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If any of the provisions of this Agreement become invalid, illegal or unenforceable in
any respect under any law, the validity legality and enforceability of the remaining
provisions shall not in any way be affected or impaired. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision, which is valid and
enforceable and most nearly reflects the original intent of the unenforceable
provision.
b. The Parties hereto unconditionally submit to the exclusive jurisdiction of the courts
in Mumbai alone for the determination of any matters arising out of or under this
Agreement.
c. Any dispute or difference between the Parties hereto arising out of, from or relating
to anything contained in this Agreement including any dispute or difference arising
out of its termination, shall be referred to the sole arbitrator to be appointed by IIFL
Home Finance Limited(Formerly known as India Infoline Housing Finance Limited).
The award made by the arbitrator shall be binding on the parties hereto. The
Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment
thereof for the time being in force shall govern such arbitration. The venue of the
arbitration shall be at Mumbai. The language of the arbitration proceedings shall be
English.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the date first above written.
SIGNED by _____________________ )
an authorised signatory for and on behalf
of
IIFL Home Finance Limited
(Formerly known as India Infoline Housing Finance Limited )/
In the presence of: ) India Infoline Finance
Limited
)
Name: )
Address: )
SIGNED by _______________________ )
2. Name: )
Address: )
SCHEDULE-A
SCOPE OF SERVICE
A Direct Sourcing Agent (DSA) means and includes the business associates and service
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providers to the banks and financial institutions for the purpose of sourcing and forwarding
details of the person, commonly referred as “leads”, who are interested in the financial
products of the respective banks and financial institutions. A DSA should have its own office
set up and support team to facilitate the business.
Being DSA, the service provider shall be responsible for the following services, at all times
as per the specification and instruction of the Company:-
➢ To provide leads and references of the prospective applicants who are interested in
the financial products of the company in Schedule E as amended from time to
time;
➢ To refer only those applicants which are genuine and do not have negative credit
history;
➢ To collate, compile and provide necessary documents of the applicants for appraisal
of the application as per company norms and policies;
➢ To provide true and correct facts about the applicants;
➢ To share the correct market feedback about the applicants;
➢ To support the applications with true and correct documents of the applicants;
➢ To do necessary checks and verification of supportive documents and its original
and certify them as per the policy and norms of the Company;
➢ To facilitate necessary checks and verification of the applicants and customer as
well as their documents, etc. wherever so requested by the Company;
➢ To meet the given business target, if any, for any specified time frame, to be
recommended and communicated by the Company from time to time.
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UNDERTAKINGS FOR THE SERVICE PROVIDER
2. To carry out various due diligence, search, verifications and investigations in order to
ascertain the correctness, genuineness and authenticity of the various information
furnished by the applicants seeking loan from the Company as per the policy and
procedure laid down by the Company from time to time.
3. All the verifications/ investigations shall be conducted as per the standard industry
norms (which may be applicable by any regulatory body) by physically/telephonically/
visiting the official/residential premises of the applicant or as advised by the Company.
4. If the Service Provider is engaged in the services of due diligence, search, verifications
and investigations then the Service Provider shall submit a report on such due
diligence, search, verifications and investigations in the format prescribed by the
Company from time to time, dully filled up. The Service Provider shall provide such
other and further additional information as required by the Company which may be
important while appraising the loan application.
5. If the Service Provider is engaged in the Sourcing of Channels then the Service Provider
shall intimate periodically of such sourcing to the Company.
6. Any report issued by the Service provider shall be on the Service Provider letter head
signed by the authorized signatory of the Service Provider.
7. The Service Provider shall provide a daily/weekly/monthly MIS to the Company from
time to time as per the format prescribed by the Company.
8. Any other relevant information, which are important to grant of loan facility received by
the Service Provider in the course of the all the verifications/ investigations shall be
submitted immediately to the Company along with the other information as per the
prescribed format or otherwise.
9. The Service Provider shall strictly follow the guidelines/ instructions as detailed in the
Agreement and will be given from time to time and shall be given on the case specific
while carrying out the all these verifications/ investigations.
10. The Service Provider Shall always share market feedback and advice necessary checks
and balances in order to avoid fraud, wrong funding, hardship, misappropriation,
embezzlement etc. Further, the Service Provider shall always share a quarterly report
containing the misconduct/ fraud committed by its employees/representatives/ erring
employees with the Company within 15 (Fifteen) working days from the end of the
quarter.
11. The Service Provider shall for the purpose of this agreement shall engage only qualified
personnel.
12. The Service Provider shall not refer any applicant and/or customer which have poor
repayment track and antecedents are doubtful.
13. The report submitted by the Service Provider to the Company shall be clear, precise
and easy to understand.
14. The Service Provider undertakes to advice the company on other property related
matters as and when required and shall pass on other relevant information gathered
during the process of scrutiny of documents, information which may be useful to the
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company for deciding whether to sanction a loan with regard to the property in
question or not.
15. The Service Providers further agrees and undertakes to abide by the Model Code of
Conduct at all times which forms part of this Agreement. The Service provider further
undertakes, agrees and affirms to adhere by all/ any such guidelines, rules, regulations
etc., as applicable to him/them from time to time, as per law.
Schedule – B
2. Date of Agreement
6. Specialized services
provided by the Service
Provider:
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IIFL Home Finance
7.
Limited
(Formerly known as India
infoline Housing Finance
Limited’s Fax Number:
8. Service Provider's Fax
Number:
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Schedule – C
To,
I / We hereby authorize you to credit my account / issue me a cheque / Demand Draft / Pay
Order favouring Account no.……………………… (Bank account number) with
………………………………(Name of bank) for payment of my / our invoices / rent / services /
professional fees, etc. I also authorize you to reverse any wrong credits to my accounts,
without any prior intimation to me / us.
Thanking You.
Yours truly,
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Schedule – D
Name of DSA
Father's Name
Constitution Individual/Company/Prop/Partnership
Date of Incorporation
Address
Mobile No.
PAN No.
No. of years of
experience
Place:
Signature:
Date:
Name
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Schedule
E
Mobile No.:
Email i.d:
Address:
Loan Amount:
Details of Property:
DSA Code :
Name of DSA :
Signature of DSA
Date:
Place:
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List of Documents to be submitted along with application
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5. Photograph of the Proprietor / Partners ANNEXURE – V
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