MASTER SERVICE AGREEMENT

This MASTER SERVICE AGREEMENT (“Agreement”) is made at the place and on the date
mentioned in Schedule I (“Execution Date”)

BY AND BETWEEN

Epimoney Private Limited, a company duly incorporated and registered under the provisions of the
Companies Act, 1956 and having its registered office at No.119, 2 nd Floor, Greenways Towers, St.
Marys Road, Abhiramapuram, Chennai – 600 018, Tamil Nadu, India and its corporate office at 7 th
Floor, South Annexe, Tower 2, One World Centre, 841, Senapati Bapat Marg, Elphinstone, Saidham
Nagar, Lower Parel, Mumbai - 400013, Maharashtra, India (hereinafter referred to as the “ Lender”),
which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and assigns of the FIRST PART;

AND

Fintree Finance Private LimitedM/s. _______________________________, a company duly

incorporated and registered under the provisions of Companies Act, 1956/2013 or a partnership firm
duly incorporated and registered under the Indian Partnership Act, 1932 bearing CIN No.
U65923MH2015PTC264997____________________ or PAN No. ___________________, having
its registered office at 4th Floor, Engineering Centre, 9 Mathew Road, Opera House, Charni Road
(East), Mumbai 400 004____________________________________
___________________________________________________________________, India hereinafter
referred to as the “Service Provider” which expression shall, unless repugnant to or inconsistent with
the context or meaning thereof, be deemed to include his successors and permitted assigns) of the
SECOND PART.

(The Service Provider and the Lender are hereinafter collectively referred to as the “Parties” and
individually each as a “Party”)

WHEREAS

A. Lender registered with the Reserve Bank of India and holds a Non-Banking financial company
license and incorporated under the provision of the Companies Act, 1956 and is in the business
of facilitating borrowing and lending through its online platform either through itself or through
its lending partners.

[B.] Service Provider is engaged in facilitation of various Loan Products (defined below including but
not limited to lending products from the regulated entities such as Banks/Small Finance
Banks/Non-Banking Financial Companies (Lender)) through its offline channel/sources.

B.[C.] Lender has agreed to provide its lending products to the Customers (as defined below) sourced
by the Service Provider. The Lender is desirous of availing and Service Provider intends to
collaborate with the Lender to provide the services as set out in the Schedule II for the
respective lending /loan Products and such other services as may be agreed between the Parties
in writing from time to time, on a non-exclusive basis.

C.[D.] The Service Provider has represented to the Lender that it has the requisite skill, knowledge,
experiences, expertise and capability to provide services as mentioned under this Agreement
and to carry out other activities as mutually agreed to between the Parties.

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D.[E.] The Lender is desirous of availing certain Services (defined hereunder) from the Service
Provider and the Service Provider has agreed to provide the Services to the Lender on the terms
and conditions agreed upon between the Parties as is hereinafter contained.

E.[F.] The Parties are entering into this Agreement with the objective of recording their respective
rights and obligations in relation to the provision of the Services (as defined below) upon the
terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL AGREEMENTS,

COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY THE PARTIES
HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions: Unless otherwise defined in this Agreement, the capitalised terms listed below
shall have the following meanings:

a) “Agreement” means this agreement and includes the schedules and annexures attached
hereto and any documents included by reference. It shall include any addendum,
supplemental agreements, further schedules, annexure, documents and amendments
which may be made from time to time in accordance with the terms of this Agreement;

b) “Affiliate” means: (a) in relation to a Person, any other Person, directly or indirectly,
controlled by, Controlling, or under common Control with that person;

c) “Applicable Law” and “Law” means all applicable statutes, enactments or acts of any
legislative body, laws, ordinances, rules, bye-laws, regulations, notifications,
guidelines, policies, directions, directives and orders of any regulatory authority,
statutory authority, tribunal, board, court or recognized stock exchange governing the
operations and business of a Person and any modifications or re-enactments thereof;

d) “Business Day” means a day (other than a Saturday, a Sunday or any other day which
is a public holiday) on which banks / financial institutions are open for general business
in Mumbai, India, the expression “public holiday” shall have the same meaning as
assigned to the term under the Negotiable Instruments Act, 1881;
;

e) “Confidential Information” shall, with regard to either Party, mean any information
which either Party may disclose (“Furnishing Party”) to the other Party (“Receiving
Party”), either orally or in any recorded medium, graphic or machine-readable
information including, but not limited to, that which relates to patents, patent
applications, research, product plans, products, developments, inventions, processes,
designs, drawings, engineering, formulae, markets, software (including source and
object code), hardware configuration, computer programs, API, algorithms, business
plans, marketing plans, finance plans, business strategy, product strategy, product
plans, marketing plans of the Furnishing Party, which is designated to be confidential
or proprietary, or if given orally, under the circumstances, reasonably appear to a
reasonable person of prudent mind to be confidential or proprietary. Notwithstanding
any failure to so identify it, all the above information related to the Furnishing Party
shall be Confidential information;

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f) “Control” (including with correlative meaning, the terms “Controlling”, “Controlled
by” and “under common Control with”) in relation to a Person shall mean:

i. having the power to direct the management or policy decisions of such Person,
whether obtained directly or indirectly, and whether obtained by ownership of
share capital, the possession of voting rights/ interest or by contract; or

ii. The acquisition or control of more than 50% (fifty percent) of the voting rights/
interest or of the issued share capital of such Person (on a fully diluted basis); or

iii. The right to appoint and/or remove all or the majority of the members of such
Person’s board or other governing body.

g) “Customers” means the potential and/or the existing customers with respect to whom
the Service Provider is providing and/or have provided the Services (as amended from \
time to time) as contemplated and agreed under this Agreement;

h) “Customer Data” means the information including name, address, mobile number,
Personal Data or other personal and financial information submitted by a customer to
the Lender by the Service Provider under the RBI master direction amended or updated
from time to time.

i) “Dispute” shall have the meaning ascribed to the term in Clause 17.3 (Governing law
and arbitration);

j) “Loan Product” shall mean and include various loan products such as business loans,
personal loans or any other lending product which may be offered by the Lender to the
Customers from time to time;

k) “Fee(s)” shall have the meaning ascribed to the term in Clause 3 (Fees);

l) “IP Property” shall have the meaning ascribed to the term in Clause 7 (Intellectual
Property Rights);

m) “Intellectual Property Rights” means:

i. copyrights, trademarks, trade names, domain names, designs, patents,

Confidential Information, avatars or animated figures, slogans, taglines, trade
secrets, works of authorship including without limitation, all copyrights,
copyright registrations, copyrightable works and all other corresponding rights,
databases, design including (but not limited to) design, color scheme, icons,
avatars, animated figures, any material in writing or in source or object code
form (including but not limited to the operational manual), all internet domain
names and world wide web (www) URLs and internet addresses, literature
(including any tag lines or slogans), technical data, processes and techniques,
research and development information (including all research and development
data, experimental, plans and pipeline product(s), information) and other
documentation, and other proprietary Documentation and information of every
kind, application program interface(s), applications for and rights to apply for
any of the foregoing, application priority rights, and any other rights in any
invention, discovery or process, as well as any and all renewals and extensions of
any of the foregoing subsisting in any part of the world, whether registered or
not;

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 ii. Rights under licenses, consents, order or statutes or otherwise in relation to a
right under paragraph (i);

iii. Rights of the same or similar effect or nature as or to those under paragraph (i)
and (ii) which now or in the future may subsist;

iv. The right to sue for past infringements or any of the foregoing rights;

n) “Notices” shall have the meaning ascribed to the term in Clause 17.7(Notices);

o) “Person” means any natural person, limited or unlimited liability company,

corporation, partnership (whether limited or unlimited), proprietorship, Hindu
undivided family, trust, union, association, thereof or any other entity that may be
treated as a person under the Applicable Law;

p) “RBI” means the Reserve Bank of India;

q) “Representative” means in relation to each of the Parties, its directors, officers,

managers, employees and staff, (including those on secondment), affiliates, legal,
financial and professional advisors and bankers;

r) “Services” means the services provided by the Service Provider to the Lender from
time to time, as agreed by the Parties, as more particularly listed out in the Schedule II
for the respective Loan Product or any other additional schedules.

1.2. Interpretation: In this Agreement:

a) the recitals and schedules shall constitute an integral and operative part of this
Agreement;

b) all references to agreements, documents or other instruments include (subject to all

relevant approvals) a reference to that agreement, document or instrument as amended,
supplemented, substituted, novated or assigned from time to time;

c) unless the context otherwise requires, the singular includes the plural and vice versa;

[d)] the words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with
reference to a specific clause in, or schedule to, Annexure to this Agreement shall refer
to such Clause in, or schedule, Annexure to, this Agreement, and when used otherwise
than in connection with specific clauses or schedules, shall refer to the Agreement as a
whole;

d)[e)] headings and the use of bold typeface shall be ignored in its construction;

e)[f)] a reference to a clause or schedule is, unless indicated to the contrary, a reference to a
clause or schedule to this Agreement;

f)[g)] references to this Agreement shall be construed as references also to any separate or
independent stipulation or agreement contained in it;

g)[h)] the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem
generis or be construed as any limitation upon the generality of any preceding words or
matters specifically referred to;

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 h)[i)] references to the word “includes” or “including” are to be construed without limitation;

i)[j)] words importing a particular gender include all genders;

j)[k)] references to any law shall include references to such law as it may, after the date of
this Agreement, from time to time be amended, supplemented or re-enacted;

k)[l)] words and abbreviations, which have, well known technical or trade/commercial
meanings are used in the Agreement in accordance with such meanings; and

l)[m)] The rule of construction, if any, that a contract should be interpreted against the parties
responsible for the drafting and preparation thereof, shall not apply.

2. PROVISION OF THE SERVICES

2.1. The Lender is desirous of availing, and the Service Provider has agreed to collaborate with
the Lender and provide to the Lender, the Services on a non-exclusive basis in accordance
with and subject to the terms and conditions of this Agreement.

2.2. The Lender has agreed to provide the Loan Products as agreed in Schedule II (or such other
additional schedules as may be entered between the Parties in writing) of this Agreement.
Service Provider shall provide the Services as detailed out in Schedule II specified for the
respective Loan Products. The Parties agree that scope of the Services to be provided by
Service Provider to the Lender may be altered, amended, and varied by the Parties from time
to time by entering into addendum/supplemental agreements from time to time. The Parties
further agree that depending upon the Loan Products, the Parties may enter
additional/separate scope of Services and deliverable vide addendum/supplemental
agreements for the specific Loan Product.

2.3. The scope of the Agreement includes the contents of this Agreement, its Schedules and/ or
service level agreements/ addendums (“SLA”) executed/ to be executed and as may be
amended / modified from time to time, which will contain the detailed terms and conditions,
roles and responsibilities of each Parties and such other matters applicable in respect of each
of the Services performed under the arrangement. This Agreement covers the general terms
and conditions/ roles and responsibilities / rights and obligations of each Party under the
arrangement and terms hereof are applicable to each consequent and connected SLAs and/or
Annexures. The specific provisions relating to each Service and unique to its requirements
are/will be contained in the Annexures and/or SLAs pertaining to each Service.

2.4. The details of the Services to be provided by the Service Provider are detailed in the
Statement of Work provided in Schedule II to this Agreement. These Services have been
/shall be fully detailed in the Schedules hereto and/or the SLAs, which shall govern the
specific aspects of the Services and shall be read together with this Agreement.

[2.5.] The Statement of Work and other details provided in the Schedules / SLAs has been prepared,
discussed and finalized by the Parties and shall form integral part of this Agreement. Any
variation, / modification or alteration to a Statement of Work (including changes to the scope
of Services to be rendered, Service levels and consequential changes to the Fee payable, if
any) shall have to be agreed to in writing by both the Parties upon which the scope of that
Services shall stand revised.

3. FEES & REIMBURSEMENTS

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3.1. In consideration for the provision of the Services, the Service Provider will be paid a fee by
the Lender (“Fee”), as more particularly set out in as more particularly set out in Schedule III
or SLA pertaining to such Service or such other additional/separate schedule for services as
may be entered between the Parties from time to time. The Service Provider shall provide an
invoice for the fee payable to the Service Provider under this Agreement for the Services
provided as per the Schedule III or such other additional/separate schedule for the Services.
The Lender shall pay the Fees within such period of the receipt of the invoice as may be
specified in Schedule III.
[3.2.]
[3.3.] The Lender shall not be liable to pay the commission to Service Provider on second and
subsequent disbursement of loans to the Customer. Further, the Service Provider agrees and
confirms that no commission shall be payable to the Service Provider where the underlying
borrower i.e. the Customer defaults in its/there/his/her repayment obligations against the
Lender in the first three months, when due. For ample clarity, it is reiterated that on the
occurrence of 3 months of default (whether consecutive or otherwise) on part of the Customer
to fulfil its repayment obligation, Lender shall not be obliged to pay any commission/ Fee to
the Service Provider for such cases. In case commission has already been paid by the Lender
against a sanctioned borrower, such commission shall be deducted from future payables
whether by way of a debit note or otherwise.

3.2.[3.4.] GST shall be payable extra, as applicable. Service Provider shall ensure that the GST
amount will be timely deposited with the government and comply with all applicable GST
norms. Service Provider will also ensure to file all applicable GST returns in time and ensure
that the input tax credit of GST amount is passed on to Lenders GSTN on GST website under
Lenders GSTR2A. In case of default of any payment or non-availability of input tax credit for
Lender, Lender will have a right to adjust the default amount against the next month’s invoice
raised by Service Provider.

3.3.[3.5.] All Payments to be made in terms of this Agreement will be subject to the deduction of
applicable taxes at source as per the provisions of law.

3.4. It shall be the duty of Lender to provide the proper data/information of the service provided
by the service provider for raising the bill or invoice on time.

[3.6.] For the Services provided in a particular month, Service Provider shall raise the bill and submit
the invoice in respect thereof by the 7 th day of the next month.. Lender shall verify the bills
submitted by the Service Provider and release the payments within 1530 days from the date
of receipt of bills. However, if, upon verification by Lender, the bill is found to be incorrect
or inappropriate, the same shall be returned by Lender to Service Provider for correction and
revision. Service Provider shall thereafter submit the revised bill which shall be verified by
Lender and payments shall be released within 1530 days of receipt of bills.

3.5.[3.7.] All invoices shall be numbered and dated, and the Service Provider agrees not to repeat the
invoice number and provide a unique number for each invoice submitted. Each invoice shall
contain at a minimum the following information:

3.6.1 The time period covered by the invoice;

3.6.2 An itemized listing of services provided and the costs associated therewith;

3.6.3 Sub-totals;

3.6.4 Taxes where applicable;

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 3.6.5 Additional information reasonably required by Lender from time to time.

3.6.[3.8.] Notwithstanding anything herein to the contrary, this clause shall survive the termination of
this Agreement, including, without limitation, survival beyond the period of limitation for
extensions in regard to taxes.

3.7.[3.9.] All Services including as amended or modified in form of addendum/supplemental

agreements from time to time, are, and will be, an integral part of this Agreement.

3.8.[3.10.] The Lender may, upon notice to Service Provider, withhold payment for Services
that fail to meet the minimum performance standards as stipulated from time to time
by the Lender of any items invoiced or where the Service Provider has failed to comply
with any regulatory requirement as may be applicable to the nature of this Agreement.

4. REPRESENTATIONS AND WARRANTIES AND COVENANTS

4.1. On the Execution Date, on the date of any addendums/supplemental agreements, and for so

long as this Agreement is subsisting, each Party hereby represents and warrants and
covenants to the other Party that:

4.1.1 it is a limited company duly incorporated, and validly existing under the laws of the
jurisdiction of its incorporation and it is within the Party’s powers to execute this
Agreement and the Party has all authority and capacity to enter into this Agreement
and it has the power to own its assets and carry on its business as it is being
conducted;

4.1.2 this Agreement constitutes a legal, valid and binding obligation of the Party,
enforceable against the Party in accordance with its respective terms, and does not
and will not conflict with any law or regulation to which the Party is subject to, its
constitutional documents, or with any agreement or instrument binding on it;

4.1.3 it has obtained all necessary approvals, consents, sanctions or authorisations required
to enter into and perform this Agreement and no other approvals, consents, sanctions
or authorisations of any regulatory authority or any other Person are required to be
obtained by it for the execution, delivery and performance of this Agreement;

4.1.4 the execution, delivery and performance of this Agreement, will not (i) violate or
conflict with any provision of its constitutional documents, (ii) violate or conflict
with any Applicable Law or permit, consents or authorisations applicable to the
Party, or (iii) constitute a breach of or under any contract, agreement, arrangement or
judgement to which the Party is a party to.

4.2 The Service Provider further represents, warrants and covenants to the Lender on an ongoing
basis as for so long as this Agreement is in effect (together with any / all renewal/
addendums)

4.2.1 it is not in receivership, insolvency, or liquidation, nor has it taken steps to enter into
liquidation or bankruptcy;

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 4.2.2 to its knowledge, except as disclosed in writing, that there is no proceeding or
litigation by any person pending or threatened against it which would prejudicially
affect the due performance or enforceability of this Agreement or any obligation, act,
omission or transactions contemplated hereunder and;

4.2.3 it will comply with all Applicable Laws and regulatory requirements in connection
with the performance of its obligations under this Agreement and will not do or
permit anything to be done which might cause or otherwise result in a breach of this
Agreement or cause any detriment to the transactions herein envisaged;

4.2.4 To the extent applicable, the Service Provider agrees and covenants to meet all RBI
related compliances.

4.3 Service Provider understands and accepts that the Lender may inform its regulators, auditors,
and customers, as the case may be and as is deemed appropriate and necessary by the Lender,
of the existence and/or termination/expiration of this Agreement, of the Service Provider and
the Services, and of any events and circumstances regarding Service Provider and the
Services, including but not limited to if there is any breach or contravention by or on the part
of the Service Provider of any of the provisions and requirements of this Agreement and/or
for the Services, such as breaches of confidentiality and security requirements with regard to
Information, and in this case, the Service Provider further covenants that the Service Provider
shall co-operate, and render all support and assistance in respect of consequential steps,
measures and proceedings.

5 POST TERMINATION OBLIGATIONS

Commencing upon notice by either party on expiration or termination of this

Agreement and continuing through the effective date of expiration or termination, the
Service Provider confirms that the Service Provider shall not deny Lender reasonable
termination assistance as requested by Lender to allow the use of Services without
interruption or adverse effect and to facilitate the orderly transfer of the subject matter
of this Agreement as desired by Lender. If requested by Lender in this regard, the
Service Provider undertakes that the Service Provider will also reasonably co-operate
with a third-party service provider in connection with the preparation and
implementation of a transition plan by such third party and/or Lender upon the
termination or expiration of this Agreement. It is hereby clarified that such termination
assistance shall be provided to Lender by the Service Provider at no additional costs
except to the extent of Fee for Services as may be calculated on any pro-rata basis that
is applicable.

6 COVENANTS AND OBLIGATIONS OF THE PARTIES

6.1 The Service Provider covenants that for so long as this Agreement subsists:

6.1.1 Service Provider shall obtain and maintain all necessary authorizations and comply
with all relevant legislations and Applicable Laws in connection with the conduct of
its business;

6.1.2 Service Provider shall ensure that its personnel, engaged to provide the Services are
selected, recruited, and employed in accordance with Applicable Laws and have been
found suitable by Service Provider for providing the Services in an efficient and

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 timely manner. Service Provider shall bear all costs and expenses in relation to the
hiring and employment of its employees and the Lender shall have no obligation to
make any payments of any kind to such employees of Service Provider;

[6.1.3] The Service Provider shall be responsible for compliance of all laws, rules,
regulations and ordinances applicable to the Service Provider with respect to the
employees/Representatives deployed for providing Services (including but not
limited to The Code on Wages, 2019, Provident Fund laws, Workmen’s
Compensation Act), Gratuity, Workmen’s Compensation Act), Contract Labour
(Regulation & Abolition Act) etc. or under any other State / Union legislation and
shall establish and maintain all proper records including, but not limited to,
accounting records required by any law or regulatory guideline applicable to it from
time to time, including records and returns as applicable under labour legislations;

6.1.3[6.1.4] Service Provider undertakes that any equipment and technology used by the
Service Provider comply with industry standards and are updated regularly;

6.1.4[6.1.5] Service Provider will promptly display the name of the Lender on whose behalf
the Lending / Loan Product is being offered to the Customer;

6.1.5[6.1.6] Service Provider shall adhere to fair practice code / code of conduct for recovery,
as provided by Lender, to the extent applicable to Service Provider’s obligations and
Services hereunder;

6.1.6[6.1.7] Service Provider shall protect the confidentiality of the information, data and
documents of the Customer and shall not disclose the same to any third parties except
for performance of the Services under this Agreement or as required under
Applicable Laws;

6.1.7[6.1.8] Service Provider shall provide the Services in a professional and timely manner,
in accordance with sound business and industry practices;

6.1.8[6.1.9] The Service Provider agrees to extend all reasonable and necessary assistance to
the
Lender, RBI and other competent authorities in any fraud prevention, investigation or
other process;

6.1.9[6.1.10] The Service Provider shall not demand, collect/recover any commission/service
charges or other monies from the Customers under this Agreement in relation to the
credit intermediation facilitated by it.

6.1.10[6.1.11] The Service Provider undertakes to abide by the Lender’s code of conduct for
DSA and code of conduct for collections (“COC”) and fair practice code (“FPC”)
updated and uploaded on its website from time in relation to the Services been agreed
under this Agreement. Any conflict between the COC and FPC between the annexed
to the Agreement and uploaded on the website, the document available on website
shall prevail. The CoCs are as provided under Schedule IV hereto. The Service
Provider shall provide the undertaking to abide by the Code of Conduct in the format
provided under Schedule – V hereto and on sun periodicity as the Lender may require
and intimate from time to time;

6.1.11[6.1.12] The Service Provider, so far as subject to the applicability of activities

undertaken by the Service Provider from time to time, shall ensure that any tele-
calling agency engaged for promotional calls holds a valid registration with the

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 Telecom Regulatory Authority of India (“TRAI”) uses the 140xx or 1600xx (as
applicable) number system for customer communication as per the applicable RBI
guidelines. The Service Provider shall provide the undertaking to abide by the
Prevention of financial frauds perpetrated using voice calls and SMS – Regulatory
prescriptions and Institutional Safeguards in the format provided under Schedule VI
hereto. A copy of the TRAI registration certificate shall be provided to the Lender
upon request. The Service Provider shall also ensure that customer consent is
obtained before making any calls, in compliance with applicable rules and
regulations. Additionally, the Service Provider shall maintain call recordings and
records of customer consent for a minimum period of five (5) years from the
execution of this agreement and shall furnish them to the Lender upon request.

6.1.12[6.1.13] To the extent applicable, the Service Provider agrees and covenants to meet all
RBI related compliances including but not limited to consent requirements for
securing credit information of the Customer/s from Credit Information Companies as
detailed in Annexure I hereinafter.

6.1.13[6.1.14] The Service Provider will put in place adequate controls to ensure information
security of its system is not compromised and allow the Lender, its Representatives
or RBI to conduct audits, in accordance with Clause 12. The Service Provider will
also ensure closure of any audit points that may emerge out of this audit within the
committed time frame;

6.1.14[6.1.15] The Service Provider agrees to maintain its books and records reasonably
relating to the Services performed and invoices issued pursuant to this Agreement in
accordance legal/regulatory obligations under Applicable Laws;

6.1.15[6.1.16] The Lender shall be entitled to request for the books, records and information
relevant to the Services provided by the Service Provider under this Agreement on
account of any regulatory requirement in accordance with Clause 12;

6.1.16[6.1.17] The Lender shall be entitled to request for quarterly financial performance and
other MIS as mutually agreed from the Service Provider and its related entities;

6.1.17[6.1.18] Access to customer information by staff of the Service Provider shall be on

'need to know' basis i.e., limited to those areas where the information is required in
order to perform the Services. The Service Provider shall isolate and clearly identify
the Lender’s customer information, documents, records and assets to protect the
confidentiality of the information and shall build strong safeguards so that there is no
comingling of information/documents, records and assets;

6.1.18[6.1.19] The Lender shall be entitled to review and monitor the security practices and
control processes of the Service Provider on a regular basis and require the Service
Provider to disclose security breaches;

6.1.19[6.1.20] The Lender shall immediately notify the Reserve Bank in the event of any
breach of security and leakage of confidential customer related information.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 Notwithstanding any other provision within this Agreement to the contrary, each of the
Service Provider and the Lender, as applicable, retains ownership of all right, title to, and
interest in any and all Intellectual Property Rights developed, owned, licensed or created by

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 it, as applicable, including without limitation, in case of the Service Provider, any Intellectual
Property Rights in the Service Provider platform (if applicable) and the software provided for
the Services.

7.2 The Service Provider shall have the right to use such Intellectual Property Rights developed,
owned, licensed or created by it, as applicable, for its own business purposes. Nothing
contained under this Agreement shall prevent the Service Provider (or its Affiliates) to design
and offer any Loan Product or services and related technology to any Person (including
designing, developing, or creating any Intellectual Property Rights) and such related
Intellectual Property Right may be offered/developed/designed or licensed to any third party
by the Service Provider, at its sole discretion.

7.3 Except as agreed to by the Parties in writing, all Confidential Information and any Intellectual
Property Rights provided by a Party to the other Party under this Agreement shall be the
exclusive property of the respective Party. The Intellectual Property Rights created or
developed for providing the Services shall be exclusive property of the Service Provider.

7.4 Written approval from Lender is required for Service Provider to use the Lender’s name on
any website, poster, pamphlets or any other promotional material of Service Provider in
connection with the Services envisaged under this Agreement. The Lender shall, immediately
on the execution of this Agreement, provide the brand usage guidelines for Lender for use of
Lender’s logo, if any, by the Service Provider.

7.5 Notwithstanding the above, neither Party shall claim any rights or interest in the Intellectual
Property Rights of the other Party and shall not alter, tamper any of the other Party’s
Intellectual Property Rights (collectively, “IP Property”), or permit others to do so. Altering,
tampering, varying, modifying, changing, without limitation:

7.5.1 converting the IP Property from a machine-readable form into a human-readable

form;

7.5.2 disassembling or decompiling the IP Property by using any means or methods to

translate machine-dependent or machine-independent object code into the original
human-readable source code or any approximation thereof;

7.5.3 examining the machine-readable object code that controls the IP Property’s operation
and creating the original source code or any approximation thereof by, for example,
studying the IP Property’s behaviour in response to a variety of inputs;

7.5.4 Making any alteration or change to the IP Property without the express prior written
of the other Party.

8 INDEMNIFICATION

8.1 Service Provider (“Indemnifying Party”) shall indemnify, defend and hold harmless the
Lender and its directors, shareholders, contractors, employees, staff, agents, consultants and
advisers (“Indemnified Party (ies)”) in full against all costs, expenses, damages and losses,
including any interest, fines, legal and other professional fees and expenses awarded against
or incurred or paid by the Indemnified Parties (“Losses”) arising out of, or in connection
with:

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 8.1.1 All actions, proceedings, costs, damages, losses, expenses, penalties, claims,
demands and liabilities howsoever arising from any breach of their terms, conditions,
representations, warranties, obligations, covenants or agreements contained herein.

8.1.2 Claims by government regulators or agencies for fines, penalties, sanctions or other
remedies arising from or in connection with the Service Provider’s failure to comply
with its regulatory requirements.

8.1.3 Any claim on account of an alleged breach of confidentiality and security of data
occurring as a result of acts of omissions or commissions of the Service Provider’s
personnel/ employee/ representative/ agent or sub-contractors, if any.

8.1.4 Any claim occurring on account of fraud, misconduct, negligence or wrongful acts of
omission and commission of personnel/ employee/ representative/ agent of the
Service Provider, and/or its subcontractors, if any.

8.1.5 Any breach of an Applicable Law.

8.2 Notwithstanding anything contained in this Agreement, in no event, shall either Party be
liable to the other for any indirect, consequential, incidental, speculative or special damages
arising from any claim or action hereunder, based on contract, tort or other legal theory, and
whether advised of the possibility of such damages.

8.3 Indemnity Procedures: In the event of any claim by the Indemnified Party subject to
indemnification under this Clause 8 (Indemnification), the Lender will do the following: (a)
provide to the Service Provider written notice of any such claim; and (b) grant to the Service
Provider the right to defend any such claim within 10 days. At the end of 10 days, if the
Lender is not satisfied with the response/ resolution provided by the Service Provider then in
that case the Service Provider agrees to forthwith pay all such amounts against Losses
without further demur or protest.

9 CONFIDENTIALITY

9.1 Duty of Confidentiality: In connection with the performance of this Agreement, each Party
may receive information which the Furnishing Party has identified to the “Receiving Party
as being Confidential Information. Receiving Party agrees (i) to keep the Confidential
Information confidential and (ii) not to use or disclose the Confidential Information for any
purpose, other than the purpose for which it was disclosed, without the prior written consent
of the Furnishing Party. The Receiving Party shall duly comply with all duties and
obligations in respect of any data pertaining to any individuals, including without limitation
all personally identifiable information, which data is provided by the Furnishing Party to the
Receiving Party towards the valid performance of its obligations under this Agreement,
provided any such data directly relates to any Confidential Information, obligations regarding
non-disclosure of any non-public and personally identifiable information, of such individuals.

9.2 Information that is not Confidential Information: For purposes of this Agreement,
“Confidential Information” shall not include: (i) information in the public domain at the
time that it was provided by the Furnishing Party or subsequently came in to the public
domain other than as a result of breach of the confidentiality provisions contained herein; (ii)
information obtained from a third party (provided such party was not bound by
confidentiality agreements with the Furnishing Party); or (iii) information independently
developed by the Receiving Party or in the possession of the Receiving Party prior to its
disclosure by the Furnishing Party.

12
9.3 Preservation and return of Confidential Information: The Receiving Party shall disclose
Confidential Information only to those of its employees/Representatives who have a need to
know in order to accomplish the purposes of this Agreement. Each Party shall use its best
efforts to ensure that its employees/Representatives take such action as shall be necessary or
advisable to preserve and protect the confidentiality of Confidential Information. The
Receiving Party shall, at its option, either destroy or return the Confidential Information to
the Furnishing Party as soon as possible after completion of the Services or other
circumstances for which such Confidential Information was disclosed. Upon written request
or upon termination of this Agreement, the Receiving Party shall, at its option, either destroy
or return to the Furnishing Party such Confidential Information in its possession or control.

9.4 Compelled Disclosure: If the Receiving Party is legally compelled (including, without
limitation, by law, rule, regulation, stock exchange or governmental regulating or
administrative or similar agency, as part of a judicial or administrative proceeding or
otherwise, by deposition, interrogatory, request for information or documents, subpoena, civil
or criminal investigative demand or otherwise) to disclose any Confidential Information, the
Receiving Party shall promptly notify the Furnishing Party to permit the Furnishing Party to
seek a protective order or take other appropriate action. The Receiving Party shall also
cooperate in the Furnishing Party’s efforts to obtain a protective order or other reasonable
assurance that the Confidential Information shall be treated confidentially. If, in the absence
of a protective order, the Receiving Party or its representatives are, in the opinion of counsel,
compelled as a matter of Applicable Law to disclose the Confidential Information, the
Receiving Party may disclose to the Person compelling disclosure only the part of the
Confidential Information as is required by Applicable Law to be disclosed (in which case,
prior to disclosure, the Receiving Party shall advise and consult with the Furnishing Party and
its counsel as to such disclosure and the nature and wording of such disclosure) and shall use
its reasonable best efforts to obtain confidential treatment therefore.

9.5 Destruction of Confidential Information post termination: The Receiving Party (and its
Representatives) shall return or destroy all materials embodying Confidential Information (in
any form and including all summaries, copies and excerpts of Confidential Information)
promptly following the Furnishing Party's written request and any event in the termination of
this Agreement, except as agreed otherwise in writing under this Agreement. At the
Furnishing Party's option, the Receiving Party will provide written certification of its
compliance with this Clause; provided, that the Receiving Party may retain material
embodying Confidential Information solely as necessary to (a) comply with Applicable Law
or (b) provide the Services or otherwise perform its obligations under this Agreement.

10 DATA PROTECTION

10.1 Service Provider shall comply with all Data Protection Legislation and such compliance shall
include, but not be limited to, maintaining a valid and up to date registration or notification
(where applicable) under the Data Protection Legislation.

10.2 For the purpose of this Agreement:

10.2.1 “Data Protection Legislation” means the legislation and regulations relating to the
protection of Personal Data and processing, usage, collection and/or application of
Personal Data or privacy of an individual including (without limitation):
13
 10.2.2 The Information Technology Act, 2000 (as amended from time to time), including
the Information Technology (Reasonable Security Practices and Procedures and
Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other
applicable rules framed thereunder.

10.2.3 All other banking /non-banking industry guidelines (whether statutory or non-
statutory) or codes of conduct relating to the protection of Personal Data and
processing, storage, usage, collection and/or application of Personal Data or privacy
of an individual issued by any regulator to any of the Parties; and

10.2.4 Any other Applicable Law solely relating to the protection of Personal Data and
processing, storage, usage, collection and/or application of Personal Data or privacy
of an individual.

10.2.5 “Personal Data” shall have the same meaning as ascribed to the term ‘Sensitive
Personal Data or Information’ under the Privacy Rules (as amended from time to
time).

10.3 The Parties shall only undertake the processing of Personal Data reasonably required in
connection with the performance of its obligations under this Agreement.

10.4 The Service Provider shall always have appropriate technical and organisational measures in
place: -

10.4.1 To prevent unauthorised or unlawful processing of any Personal Data;

10.4.2 To protect any Personal Data against accidental loss, destruction or damage;

10.4.3 To ensure the reliability of its employees/contractor/ Agents having access to the
Personal Data.

10.5 Customer Data: The Lender and the Service Provider shall be the co-owners of the
Customer Data (excluding any financial data or such other data that is independently
generated by the Lender by virtue of financing any credit facility to the Customers) and may
use such data in a manner consistent with this Agreement and Customer consent in
accordance with the Applicable Law.

11 TERM & TERMINATION

11.1 This Agreement shall continue in force from the Execution Date and shall continue till it is

terminated in accordance with the terms of this Agreement.

14
11.2 Notwithstanding anything contained to the contrary, this Agreement may be terminated as
follows:

11.2.1 by mutual written consent of the Parties;

11.2.2 by providing prior written notice of 7 (seven) days without assigning any reasons by
either of the Parties;
[11.2.2]
11.2.3 Without affecting any other right or remedy available to it, Lender may terminate this
Agreement with immediate effect or a shorter notice period, by giving written notice
to the Service Provider if:

[a)] the Service Provider commits a material breach of any terms of this Agreement
which breach is irremediable or (if such breach is remediable) fails to remedy
that breach within a period of 15 (Fifteenve) days after being notified in
writing to do so;

a)[b)] any authority having jurisdiction over the Service Provider orders the
cancellation or termination of this Agreement;

b)[c)] If the Service Provider discontinues or ceases to carry on its business;

c)[d)] Any consent, authorisation, approval or license of or registration with or

declaration to governmental or public bodies or authorities required to
authorize or required by the Service Provider in connection with the
execution, delivery, validity, enforceability or admissibility in evidence of
this Agreement or the performance by its obligations hereunder is modified
in a manner unacceptable to the Lender or is not granted or revoked or
terminated or expires and is not renewed or otherwise ceases to be in full
force and effect; and

d)[e)] If it is or becomes unlawful for the Service Provider to perform any of its
obligations under this Agreement and/or any obligations of the Service
Provider under the Agreement and/or this Agreement ceases to be legal,
valid, binding or enforceable.

11.2.4 by either Party by providing a written notice of 60 (Sixty) Business Days in the event
any corporate action, legal proceedings or other procedure or step is taken in relation
to:

a) the suspension of payments, winding-up, bankruptcy, dissolution,

administration, provisional supervision or reorganization (by way of
voluntary arrangement, scheme of arrangement or otherwise) of the Party;

b) The appointment of a liquidator, receiver, administrator, administrative

receiver, compulsory manager, provisional supervisor, or other similar
officer in respect of the Party or any of its assets.

11.3 Effect of Termination or expiry of the Agreement:

11.3.1 Service Provider shall not source new Customer for any of the Loan Product offered
by the Lender;

11.3.2 Expiration or termination of the Agreement is not affect the customers in progress or
15
 proposed customer for disbursement and service provider can raise the bill for the
same;

[11.3.2] Termination of this Agreement shall not affect any rights or obligations of a Party
which may have accrued prior to such termination and shall not relieve any Party
from liability for any wilful and material breach of this Agreement prior to such
termination;.

11.3.3 Notwithstanding anything to the contrary in this Agreement, Lender shall be entitled
to retain any information or data that may be required by virtue of any Applicable
Law or for any statutory or regulatory purposes.

12. INSPECTION AND AUDIT RIGHTS

12.1 Upon the request of the Lender, the Service Provider shall, with a prior notice of 7 (Seven)
Business days (provided that such a notice of 7 (Seven) days shall not be required to be
given, and the Service Provider shall provide access at an shorter interval, if any information
has been required or requested by any Authority or under Applicable Law) and during
ordinary business hours, permit the Lender, its auditors and its representatives to:

12.1.1 visit any of the sites and premises where the business of the Service Provider is
conducted for the provision of the Services;

12.1.2 have access to the books of account and all records, authorizations, agreements,
documents and permits of the Service Provider in connection with the Services, and
to take copies thereof;

12.1.3 Obtain copies of any audit reports and other review reports or filings made by the
Service Provider in connection with the Services.

12.2 Service Provider agrees that the RBI and its representatives shall have the right to inspect the
information and documents pertaining to clauses 12.1 (12.1.1) to (12.1.3) above, in
accordance with the timeline specified by the RBI in any notice of inspection.

13. During the term of this Agreement and thereafter, the Service Provider agrees that it will
preserve the documents and data that are directly in relation to the Services and its obligations
under this Agreement in accordance with legal/regulatory obligation of the Lender. Upon
reasonable advance notice, the Service Provider shall provide copies of the documents and
data to the Lender and its auditors, attorneys, and representatives, and the Lender, by its
auditors, attorneys, and representatives, shall have the right to inspect the documents and data
at the Service Provider’s location(s) for the purpose of verifying that the Services are being
administered in a manner that is consistent with the terms and conditions of this Agreement
and Applicable Law. The Service Provider shall ensure the preservation and protection of the
security and confidentiality of the Customers’ information in its custody.

14. The Service Provider hereby agrees to ensure that it is able to isolate and clearly identify the
Customer Data (in hard copies or soft files), computerized data/information, records and
assets to protect the confidentiality of the Customers’ information. Service Provider shall
isolate and clearly identify the Lender’s Customer information, documents, records and assets
to protect the confidentiality of the information. If the Service Provider has entered into

16
 similar arrangement with any banks, non-banking financing services and financial
institutions, care shall be taken by the Lender to build strong safeguards so that there is no
comingling of information/documents, records and assets.

15. ANTI-BRIBERY

15.1 Both Parties shall comply with all anti-bribery and corruption laws and effectively implement
all the provisions of the Applicable Law pertaining to the same.

15.2 Both Parties shall always implement adequate procedures designed to prevent it or any
associated Person from engaging in any activity which would constitute an offence under the
applicable anti-bribery laws.

15.3 Both Parties represent that, in connection with this Agreement, no improper financial or other
advantage has been, will be or is agreed to be given to any Person by or on behalf of other
Party or personnel or Subcontractors.

16. BUSINESS CONTINUITY & DISASTER RECOVERY PLAN

16.1 The Service Provider will and will cause its subcontractor (if any) to, maintain a business
continuity and disaster recovery plan that is designed to recover from any interruption of
Services and have in place sufficient back-up systems, equipment, facilities and trained
personnel to implement such Services and the provision of the Services.

16.2 Service Provider hereby agrees and understands that Services to be performed under this
Agreement shall continue to be offered under ordinary circumstances. In the event of any
difficulty in performing the required Services, Service Provider shall make reasonable efforts
to make alternative arrangements to ensure that the required Services continue to be
performed.

17. MISCELLANEOUS

17.1 Relationship of Parties: Nothing in this Agreement is intended to, or shall be deemed to,
establish any partnership or joint venture between any of the other Parties, constitute any of
the Parties as the agent of another Party, or authorise any of the Parties to make or enter into
any commitments for or on behalf of any other Party. Each Party confirms it is acting on its
own behalf and not for the benefit of any other Person.

17.2 Further Assurances: The Parties shall execute and deliver, or cause to be executed and
delivered, all such documents and instruments and shall take, or cause to be taken, all such
further or other actions as the Parties may reasonably deem necessary, including procuring
any necessary third party(s) to do such things or sign any documents as necessary, as required
in connection with this Agreement.

17.3 Governing Law and Arbitration

17
 17.3.1 This Agreement shall be governed by and construed in accordance with the laws of
India.

17.3.2 If any dispute arises in connection with this Agreement including its validity,
interpretation, implementation or alleged breach of any provision of this Agreement
(“Dispute”), the disputing Parties hereto shall endeavour to settle such Dispute
amicably. The attempt to bring about an amicable settlement shall be considered to
have failed if not resolved within 30 (thirty) days from the date of the Dispute.

17.3.3 Any Dispute which is not resolved pursuant to Clause 17.3.2 within a period of 30
(thirty) days from the day on which the Dispute arose and which a Party wishes to
have resolved, shall be referred upon the application of any Party to arbitration.
Parties shall jointly appoint 1 (one) arbitrator. The seat of the arbitration shall be
Mumbai, India. The language of this arbitration shall be English.

17.3.4 The arbitrator shall have the power to grant any legal or equitable remedy or relief
available under Applicable Law, including injunctive relief (whether interim and/or
final) and specific performance and any measures ordered by the arbitrators may be
specifically enforced by any court of competent jurisdiction.

17.3.5 The arbitrator shall decide on and apportion the costs and reasonable expenses
(including reasonable fees of counsel retained by the Parties) incurred in the
arbitration.

17.4 Costs and Stamp Duty: Each of the Parties shall bear its own fees, cost, charges, and all
other expenses, whether direct or incidental to the negotiation, preparation, execution and
implementation of this Agreement. The stamp duty payable on the Agreement shall be borne
equally by both Parties.

17.5 Preservation of Records: Both the Parties shall preserve the documents and data wherever
necessary and relevant in relation to the Services provided herein, in accordance with the
legal and/or regulatory obligations of the Applicable Law.

17.6 Force Majeure: If either Party's performance of this Agreement or any obligation hereunder
is prevented, restricted or interfered with by causes beyond such Party's reasonable control
including but not limited to, epidemic, pandemic, lockdown, acts of God; fire; explosion; any
law, order or regulation of the Republic of India or other national, state or local government
or any civil or military authority; or by national emergencies, internet wars or strikes (“Force
Majeure Event”), then the Service Provider and the Lender shall not be liable to the other
for any loss or damage which may be suffered as a result, provided the Party suffering such
an Force Majeure Event notifies the other Party of same within 7 (seven) days of the
occurrence of the Force Majeure Event. The Parties shall use their best efforts under the
circumstances to avoid and remove such causes of non-performance and shall proceed to
perform with reasonable dispatch whenever such causes are removed or cease.

17.7 Notices

17.7.1 Any notice or other communication to be given under or in connection with this
Agreement (“Notice”) shall be in the English language in writing and signed by or on
behalf of the Party giving it. A Notice may be delivered personally or sent by email,
pre-paid recorded delivery or international courier to the address or facsimile number
provided in this Clause 17.7 (Notices), and marked for the attention of the Person
specified in this Clause 17.7 (Notices).

18
 17.7.2 Notice shall be deemed to have been received:

a. at the time of delivery if delivered personally;

b. at the time of transmission if sent by email without any delivery failure

notification (provided the sender also sends physical copies of such notices to
such addresses of the recipient Party); or

c. 2 (two) Business Days after the time and date of posting if sent by pre-paid
registered post with delivery acknowledged.

Provided that if receipt of any Notice occurs after 6.00 p.m. or is not on a Business
Day, deemed receipt of the Notice shall be 9.00 a.m. on the next Business Day.
References to time in this Clause 17.7 (Notices) are to local time in the country of the
addressee.

17.7.3 The details of the Parties for the service of Notices are given below:
If to the Service Provider: Fintree Finance Private Limited______________________
Address: 4th Floor, Engineering Centre, 9 Mathew Road, Opera House, Charni Road (East),
Mumbai 400 004
________________________________________________________________
________________________________________________________________________.
Email: [email protected] _________________________
Attention: __________________________

If to the LENDER: Epimoney Private Limited

Address: 7th Floor, South Annexe, Tower 2, One World Centre, 841, Senapati Bapat Marg,
Elphinstone, Saidham Nagar, Lower Parel, Mumbai-400013, Maharashtra, India.
Email: [email protected]
Attention: __________________

17.7.4 Party shall notify the other Party of any change to its details in Clause 17.7 (Notices)
in accordance with the provisions of this Clause 17.7 (Notices), provided that such
notification shall only be effective on the later of the date specified in the notification
and 5 (five) Business Days after deemed receipt.

17.8 Amendment: No variation of this Agreement shall be effective unless it is in writing and
signed by the Parties (or their authorized representatives). The Parties agree that that the
Parties may enter into one or more written addendums from time to time to supplement,
modify or alter the terms of this Agreement.

17.9 Waivers: A waiver of any right or remedy under this Agreement or by Applicable Law is
only effective if given in writing and shall not be deemed a waiver of any subsequent breach
or default.

17.10 Counterparts: This Agreement may be executed in counterparts and shall be effective when
all the Parties have executed and delivered a counterpart. Each counterpart shall constitute an
original of this Agreement, but all the counterparts shall together constitute one and the same
instrument.

17.11 Assignment/Sub-contracting: Service Provider shall not assign and/or subcontract, transfer
all or any of their rights, benefits, and obligations (including the assignment of the Customer
portfolio to any other Lender/regulated entity) under this Agreement to any other Person
except with the prior written consent of the Lender.

19
17.12 Entire understanding

17.12.1 This Agreement constitutes the entire agreement between the Parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations, and understandings between them, whether written or oral, relating
to its subject matter.

17.12.2 This Agreement supersedes any other pervious agreement, contract or arrangement
entered between the Parties. Each Party agrees that it shall have no remedies in
respect of any statement, representation, assurance, or warranty (whether made
innocently or negligently) that is not set out in this Agreement.

17.12.3 The Parties agreed that they have entered into this Agreement after having consulted
with their advisors, accountants, counsels, and any other advisor who may have been
consulted from time to time. The Parties further agree that this Agreement has been
entered on an arm’s length basis in accordance with Applicable Laws.

17.13 Severability: Any provision of this Agreement which is not applicable or prohibited,
unenforceable or is declared or found to be illegal, invalid, unenforceable, or void shall be
ineffective only to the extent of such prohibition or unenforceability without invalidating the
remainder of such provision or the remaining provisions of this Agreement. If any such
prohibition or unenforceability substantially affects or alters the commercial terms and
conditions of this Agreement, the Parties shall negotiate in good faith to amend and modify
the provisions and terms of this Agreement as may be necessary or desirable in the
circumstances to achieve, which provisions shall, as nearly as practicable, leave the Parties in
the same or nearly similar position to that which prevailed prior to such invalidity, illegality,
or unenforceability.

17.14 Announcements: The Parties shall not make, and shall cause their respective Representatives
to not make, any public announcement (unless the disclosure of the same is required under
Applicable Laws) about the subject matter of this Agreement, whether in the form of a press
release or otherwise, without first consulting with each other and obtaining the other Party
prior written consent. If any disclosure is required to satisfy any requirement of the nature
specified in the preceding sentence or Applicable Laws, the other Parties shall be given an
adequate notice and an opportunity to review and comment on any such required disclosure
and such comments shall be incorporated prior to any such disclosure.

17.15 Electronic Execution: The Parties agree that this Agreement may be executed by
electronically through email or digital signatures or such other electronic mode as may be
permitted under the Applicable Law. In case, this Agreement is accepted electronically, it
will be deemed as a valid acceptance of terms and condition by the authorized signatory of
the Parties and binding upon Parties.

20
 {Remainder of the page left blank intentionally}
IN WITNESS WHEREOF the Parties have caused these presents and the duplicate thereof to be
executed by their authorized official on the day, month and year first above written as hereinbefore
appearing.

SIGNED AND DELIVERED by the within SIGNED AND DELIVERED for and on behalf of
named Epimoney Private Limited by the hand Fintree Finance Private Limited
of its authorized official ______________________________________ by the
hand of its authorized official

Name: ___________________
Designation: _________________ Name: Rajesh Dubey_______________________.
Designation: Chief Executive OfficerAuthorised
Signatory

SCHEDULE I

Execution Date -----------------

Place of Execution Mumbai
Term The Agreement shall renew automatically unless terminated by
either Party after comply with clause 11 specify hereto in this
agreementas per the terms of the Agreement.

21
 SCHEDULE II

SERVICE LEVEL AGREEMENT FOR LENDING /LOAN PRODUCTS

PART A

List of Lending / Loan Products

22
Product Type:

1. Unsecured Business Loan

PART B – SCOPE OF SERVICES

1. Lead Generation/Sourcing of the Customers

Service Provider will use its offline channels/sources or such other modes as may be
mutually agreed by the Parties in writing for lead generation/sourcing of the Customers
interested in availing the Loan Products offered by the Lender.

23
[2.] Customer Support and Grievance Redressal Mechanism

[a.] Service Provider shall provide a grievance redressal framework to deal with Customer queries,
requests, complaints, and other issues with respect to the Loan Product availed by the
Customer.

[b.] The Service Provider shall immediately intimate the Lender about any complaint(s)
(“Complaints”) registered by any Customer that relates, in any manner, to the Facility of the
Lender, or any services provided by the Service Provider in respect of the Facility. The
Service Provider will send to [email protected] a copy of the complaint with
the Lender no later than 3 (three) working day from the date of registration of the
Complaint. The Service Provider shall redress the Complaints within 15 (fifteen) working
days, and shall inform the Lender immediately upon resolution of the Complaints.

[c.] The Service Provider agrees to send an MIS report of Complaints (containing steps taken to
redress the Complaints and the outcome of the same, every 15 days in order to enable the
Lender to address unresolved issues/Complaints at the earliest. The Service Provider agrees
to abide by the instructions of the Lender for redressal of Complaints.

[d.] Contact details of grievance redressal officers of the Lender and the Service Provider, as well as
their privacy policies, shall be prominently displayed on the website of the Service Provider.
The details of the Lender’s grievance redressal officer are as given below. The Lender shall
inform the Service Provider regarding any changes to its privacy policy or grievance
redressal mechanism, and the Service Provider shall immediately reflect the changes on its
website.

[e.] In the event, the Customer approaches the Lender directly or any regulatory/statutory authorities
for any query/complaint, the Service Provider shall provide all the required information as
desired by the Lender for responding to the query/complaint within the specified timelines
by the Lender or the regulatory/statutory authorities.

[f.] In the event Service Provider requires any information/documents for addressing any
issue/queries/complaints of the Customer from the Lender, the Lender shall provide such
information/documents within the reasonable time. The Service Provider shall not be liable
for any complaint filed by the Customer with the regulatory authorities or in a competent
court, as a result of Lender’s failure to provide such information/document or non-
availability/delay in providing the information/documents.

[g.] Service Provider will share reports and MIS with Lender of the customer support service at such
frequency as may be mutually decided by the Parties, in writing.

[h.] The details of the Lender and Service Provider grievance redressal officer are as given below:

Name of the Grievance Redressal Officer of Lender: Ms. Pranaali Sawant

Address: 4th Floor, South Annexe, Tower 2, One World Centre, 841, Senapati Bapat Marg,
Elphinstone, Saidham Nagar, lower Parel, Mumbai-400013, Maharashtra India.
Contact Details (Telephone/Email): 8879758863 / [email protected]
Link to Privacy Policy: https://flexiloans.com/regulatory

Name of the Grievance Redressal Officer of the Service Provider: __________________

Address: __________________________________________________________________
_________________________________________________________________________.
Email: _______________________
Contact Details (Telephone/Email): _____________________.

24
25
 SCHEDULE- III – Fees

Silver Partner

Disbursal Slab Payout

Up to 1.50 Cr 3.25%

1.51 Cr to 4.00 Cr 3.35%

>4.00 Cr 3.75%

26
 SCHEDULE - IV

MODELCODEOFCONDUCT

1. Introduction

The Reserve Bank of India (RBI) has issued Directions on Managing Risks and Code of
Conduct in Outsourcing of Financial Services by NBFCs under reference DNBR.PD.CC. No.
090/03.10.001/2017-18 and Master Direction on Non-Banking Financial Company – Scale
Based Regulations under reference DoR.FIN.REC.No.45/03.10.119/2023-24 vide which
NBFCsarerequiredtoputinplaceaBoardApprovedCodeofConductforDirectSalesAgents (DSA)/
Direct Marketing Agents (DMA). Accordingly, Epimoney Private Limited (the Company)
has put in place this document.

2. Applicability

This Code shall be applicable to all the arrangements between Epimoney Private Limited
(“the Company” or “Epimoney”) and the DSAs/ DMAs/ TMEs (Tele-Marketing Executives).
This Code will apply to all the persons involved in marketing and distribution of any loan or
other financial product of Epimoney or third-party having tie-up with Epimoney. The DSA,
its TMEs and field sales personnel, i.e., Business Development Executives (BDEs), must
agree to abide by this code prior to undertaking any direct marketing operation on behalf of
the Company. Any TME / BDE violating this code may be blacklisted and concerned DSA/
DMA/TME shall promptly report to the Company any violation. Failure to comply with this
requirement may result in permanent termination of business of the DSA/ DMA/TME with
the Company.

3. Ethics and Fair Practice codes

i. Principles:-

a. Ethics:
Epimoney expects all its internal employees and external representatives to behave in a
professional and ethical manner.

a) Act with dignity, integrity and competence while dealing with the public, business
associates and colleagues.
b) Behave responsibly while conducting oneself in public so that there is no damage to
the reputation of the Company.
c) Practice and encourage others to behave in a professional and ethical manner.
d) Use reasonable care and exercise independent professional judgement at work.

b. Protecting the Company’s Interests:

Employees and external representatives must protect the interests of the Company by
avoiding any action that would damage the Company’s goodwill or its reputation. Activities
that may harm the Company’s interest can be:

a) Misuse of information and other assets received as a result of one’s position in the
organisation.
b) Use of customer contacts for other than intended purposes.
c) Use of electronic facilities provided by the Company for other than intended
purposes.

27
c. Discrimination & Harassment:

Discrimination:

a) All employees and external representatives shall be treated equally.

b) Any discrimination on the basis of sex, age, religion, or caste is strictly prohibited.

Harassment:
Harassment against individuals in any form which includes unsolicited, unwelcome, and
offensive verbal, physical, visual, or sexual behaviour is strictly prohibited
d. Abuse of Supervisory Authority:
Supervisors must uphold the principles of the Code of Conduct through their own behaviour,
conduct and communication.

Supervisors cannot use authority to forcibly involve subordinates or junior staff to engage in
any unethical or prohibited practices.

e. Conflict of Interest:
There is no restriction to refer a family member for job vacancies at Epimoney. Employees
and external representatives are, however, required to declare details of their relatives
employed with the Company, irrespective of whether they are employed with the Company
(permanent or temporary), or on contract.

f. Safeguarding Classified Company Information:

Sharing Company-related confidential information with your spouse, family members,
acquaintances and others are strictly prohibited.

g. Media Relations:
For all Epimoney related references, employees and external representatives are required to
redirect all letters, emails, faxes, telephone calls from the media to the designated personnel
and communication addresses at Epimoney.

h. Legal Proceedings:
The Legal department should be consulted before making any commitment to a legal
authority on behalf of Epimoney.

ii. Fair Practice Code for DSAs / DMAs

a. Objectives :-

The objectives of the Code is :

a) To promote good practices and ensure good practices in dealing with customers.
b) To promote a fair relationship between the customer and the company.
c) To ensure compliance with legal norms in matters relating to recovery of advances.
d) To strengthen mechanisms for redressal of customer grievances.

b. General Fair Practices:

Fair Practices Code is uploaded on Epimoney’s website at https://flexiloans.com/regulatory

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c. Fair Practices for Business Operations:

i. Loan Initiation
It is important to make the customer feel comfortable by communicating in a
language that he/ she best understands.

The customer should be provided with an information about the receipt of the loan
application and how the process of information about the various stages of loan
application shall be received by the customer
ii. Dos and Don’ts
Dos Don’ts
Always be courteous and friendly with the Do not indulge into any act of forced selling/
customer. mis-selling of products and services to the
customer.
Always communicate in the language which Do not get any blank agreement/ form signed from
is comfortable with the customer while the customer. Always fill in the details before
dealing with him/ her during the entire loan getting the signatures.
application process.
Always explain the application process, Do not take any unaccounted cash from the
documentation, fee & charges, and timelines customers for processing of loan application. In
to the customer properly and correctly. case any customer offers you the money, please
refuse and report the same to your Epimoney
counterpart.
Always check the original documents of the Do not forge/ miscommunicate any information
customers while collecting the documents. provided to the customer. Do not mislead the
customer on any service/ product offered by
Epimoney.
Always comply with the Company’s Do not mislead about their business or
policies as communicated by the Company organization’s name, or falsely represent
from time to time. Epimoney.
Always process the case within the Don’t makeany false / unauthorized
acceptable timelines and maintain TAT. commitment on behalf of Epimoney for any
facility / service.
Any communication sent to the prospect DSA and its employees / representatives should not
should only be in the mode and format as accept gifts or bribes of any kind from prospects/
approved by Epimoney. customers. Anyone offered a bribe or payment of
any kind by a customer, must report the offer to the
Service Provider’s management who in turn should
report the matter to Epimoney.
DSA and its employees / representatives should not
offer any gifts/gratitude in cash or in kind to
prospect/customer to solicit business.

d. Code for Tele-Calling:

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i. Epimoney shall not engage any Telemarketers who do not have any valid registration
certificate from Department of Telecommunications (DoT).
ii. A prospect customer is to be contacted for sourcing the Company’s product / service
only under the following circumstances:

a) When the prospective customer expressed the desire to avail a facility

through Epimoney’s internal site/ digital platforms including mobile
applications/ call centre/ branch or through relationship manager.

b) When he/ she has been referred by any existing/ prospective customer or who
is an existing customer and has given explicit consent in / digitally for
accepting calls on other products and services of Epimoney.

c) When the Prospect name, contact no or address is available and obtained

after taking his/ her consent in writing/ digitally on a separate document.

d) When the prospect is an existing borrower of Epimoney and has given his
consent to be contacted for new offers or products.

e) When a prospect is generated, post marketing campaign by Epimoney or an

affiliate DSA/ DMA.

f) The marketing campaign can be an on-call campaign for databases procured

by DSA/ DMA.

iii. DSAs/ DMAs/TMEs and /or its employees/ representatives shall not call to a person
whose name/ number is flagged in any known “Do Not Disturb” register unless
otherwise explicit consent is recorded with Epimoney.

a) DSAs/ DMAs/ TMEs shall ensure that the executives/ representatives are
trained particularly on aspects such as soliciting customers, hours of calling,
maintenance and privacy of customer information and conveying correct
terms and conditions of the respective product.

iv. Telephonic calls must normally be limited to between 08:00 hrs and 19:00 hrs and
only when the call is not expected to inconvenience the customer. Calls outside this
time slot could be made only on the express request from the customer in writing
(Whatsapp / SMS / Email / Letter etc.) or orally.

v. DSA/ DMA/TMEs or/ and its employees/ representatives should respect a prospect’s
privacy and his/her interest may normally be discussed only with the prospect and
with any other individual/ family member such as prospect’s accountant/ secretary/
spouse only when authorized to do so by the prospect.

vi. Calls must first be placed to the customer and if not available, a message should be
left for the customer to return the call or to check for a convenient time to call again.
Such a message must include the name and position of the person calling.,
empanelled with Epimoney along with the purpose of the call indicated.

vii. No serial calling and no calling on lists of prospective customer or existing customers
unless cleared by Epimoney or DSAs/ DMAs leader.

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 viii TMEs shall identify themselves, the DSA/ DMA, Epimoney and request permission
to proceed. If customers denied to proceed TMEs shall apologize and politely
disconnect the call.

ix. The reason for the call should be stated and the customer should never be interrupted
or argued with.
x. The conversation should be in a language which is most comfortable to the customer
and limited to business matters.

xi. The conversation should include checking of understanding of “Most Important

Terms and Conditions” by the customer if he/ she plans to buy the product.

xii The caller’s telephone number, supervisor’s name or the Epimoney officers contact
details should be provided if asked for by the customer.

xiii The conversation should close with reconfirmation of next call or visit details or
flagged as “Do Not Disturb” as requested by the customer and thanks to the customer
for the courtesy extended.

e. Code for personal meetings

i. Residence/ Business/ Office visit must normally be limited between 08:00 hours and
19:00 hours. Visit earlier or later than the prescribed time period may be made only
when prospect has expressly authorized DSAs/ DMAs or/ its employees
representatives to do so either in writing (Whatsapp / SMS / Email / Letter etc.) or
orally.

ii. The DSA/ DMA and his representatives/ employees should respect the customer
privacy and discuss the deal only with the customer or a person authorized by the
customer.

iii. Not enter the residence/office against customer ‟swishes and not visit in large
numbers, i.e., not more than one person and a supervisor, if required.

iv. End the visit if the customer is not present after providing the contact details with a
request for the customer to call back.

v. Limit discussions with the customer to the business and maintain a professional
distance & respect personal space.

vi. Provide his/ her telephone number, name of the supervisor or concerned officer of
Epimoney, if asked for, by the customer.

f. Appearance & Dress Code

Employees/ representatives of DSA/ DMA must be appropriately attired – men in well ironed
trousers & shirt with sleeves preferably buttoned down and women in well ironed formal
attire (Saree, suit, etc.) Jeans and/ or T-shirt.

g. Handling of letters & Other communication

Any communication to the prospects should be only in the mode and format approved by
Epimoney.

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32
 SCHEDULE V

Declaration–Cum-Undertaking (applicable for DSAs/DMAs/TMEs)

EPIMONEY PRIVATE LIMITED

7th Floor, South Annexe, Tower 2,

One World Centre, 841, Senapati Bapat Marg,
Elphinstone, Saidham Nagar, Lower Parel,
Mumbai-400013, Maharashtra, India.

Re: Code of Conduct

Dear Sir,

I/We Fintree Finance Private Limited am/are associated with your company as a Channel Service
Provider/DSA/DMA. My/Our job profile, inter-alia, includes offering, explaining, sourcing, and
assisting documentation of products and linked services to prospective customers of Epimoney
Private Limited (“Epimoney” or “Company”).

In the discharge of my/our duties, I / We am/are obligated to strictly follow Epimoney's model Code
of Conduct (“COC”) as annexed hereto and applicable to DSA/DMA, Epimoney’s COC as applicable
to DSA/DMA & the Fair Practices Code as available on the website of Epimoney. The copy of the
same is available on the website https://flexiloans.com/regulatory. In case of any conflict between the
model COC annexed hereto and uploaded on the website, the COC available on website shall prevail.

I/We confirm that I/We have read and understood and agree to abide by the Code of Conduct. I/we
confirm that we will also ensure adherence to the Code of Conduct by all sub-contractors (if any)
used in relation to provide Services to Epimoney.

I/We agree, confirm, and undertake to abide by and ensure compliance of all the amendments/
modification of this Code of Conduct as conveyed to us and/ or updated on the website of Epimoney,
from time to time.

In case of any violation, non-adherence to the said Code, you shall be entitled to take such action
against me/us as you should deem appropriate.

WeI hereby agree to abide by all the conditions mentioned above:

Signed and delivered for and on behalf of

Fintree Finance Private Limited

By Authorised Signatory:
Name:
Date:Name: ________________________________

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_____________________________
Authorised Signatory
Sign & Stamp:

34
 SCHEDULE VI

UNDERTAKING

(Prevention of financial frauds perpetrated using voice calls and SMS – Regulatory prescriptions
and Institutional Safeguards)

I/We, Fintree Finance Private Limited _____________ [Name of the DSA], acting as a Direct Selling
Agent (DSA) for Epimoney Private Limited (“Company”), hereby undertake and confirm the
following:

[1.] That pursuant to the mandatory obligations under the contract entered with the Company for the
direct selling/referral arrangement. I/We shall adhere to the guidelines issued by the Reserve
Bank of India (RBI) dated January 17, 2025, on “Prevention of financial frauds perpetrated
using voice calls and SMS – Regulatory prescriptions and Institutional Safeguards”
(“Guidelines”).

[2.] That, I/we have fully understood the Guidelines and the expectations outlined therein and shall
not use any other 10-digit fixed-line or mobile number for making promotional, service-
related, or transactional voice calls to any lead/ potential customer referred or proposed to be
referred to the Company either directly or through employees, agents, or channel partners
engaged by me/us.

[3.] That I/we shall ensure:

 All transactional/service calls to the leads/potential customer(s) are only made using
the designated ‘1600xx’ numbering series.

 All promotional calls to the leads/potential customer(s) are only made using the
‘140xx’ numbering series.

 All promotional/service messages to the leads/potential customer(s) shall be initiated

in compliance with the Guidelines only.

[4.] I/We shall comply with all applicable laws, rules, regulations, and RBI guidelines (as amended
from time to time), including all compliance requirements relating to the services being
rendered to the Company.

[5.] I/We acknowledge and accept full responsibility for complying with the Guidelines in all
professional activities and interactions undertaken on behalf of the Company. I/We
understand that any violation of the Guidelines may result in legal action, monetary penalties,
termination of the contract, or any other action as deemed appropriate at the sole discretion of
the Company.

[6.] I/We acknowledge that the Company in its sole and absolute discretion shall have a right to
determine the appropriate consequences in case of any non-compliance, which may include
but shall not be limited to, warnings, monetary penalties, or termination of the engagement.

[7.] I/We understand the responsibilities and obligations involved and assure the Company of my full
commitment and adherence to the terms mentioned herein. Lastly, I/we confirm and
acknowledge that this Undertaking shall form an integral part of the contract/agreement
signed with the Company and shall be read in conjunction with the same, it is further agreed
that in case of any discrepancy in the terms of this undertaking and the contract/agreement,
the provisions of this Undertaking shall prevail.
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36
Signed and delivered for and on behalf of Name of Direct Selling Agent.
Fintree Finance Private Limited

By Authorised Signatoryure:

[Name:]
[Date:]

37
 ANNEXURE I

CUSTOMER CONSENT FORM

To,
Epimoney Private Limited,

Subject: Customer consent for usage of their information.

Dear Sir/Madam,

1. I/We hereby authorise and give consent to Epimoney Private Limited (“EPL”) to disclose,
transfer or part with any of my/our information (including location) or any other device
information when EPL considers such disclosure necessary with:

a. EPL’s agents, its group entities in any jurisdiction.

b. Auditors, credit rating agencies/credit bureaus, statutory/regulatory authorities,
governmental/administrative authorities, Central Know Your Customer (CKYC)
registry or Know Your Client registration agency having jurisdiction over EPL or its
group entities and/or with regulatory/fraud prevention agencies to verify my/our
identity for credit decision purposes, fraud and Money Laundering prevention &
other reporting obligations and any other related and ancillary matters.
c. Service providers or such persons with whom EPL contracts or proposes to contract.

2. I/We acknowledge and confirm that for the purpose of assessing my/our credit worthiness,
Epimoney Private Limited and its third parties/ service providers/ lending partners are hereby
authorized to pull from CIBIL and/or any other agency authorized by RBI, data of the
applicant(s), directors, group companies, and any other individuals who are involved in the
said business (as applicable), on behalf of which the loan application is made.

3. I/We hereby grant my explicit consent to download my records from CKYCR for the purpose
of verification of my identity and address from the database of CKYCR Registry.

4. By signing this Consent Form, I/We confirm that I/We have read EPL’s Privacy Policy
available on https://flexiloans.com/regulatory#ui-id-1. I/We further understand that as and
when EPL updates its Privacy Policy, it will publish the same on its website. I/We undertake
to consult EPL’s website at regular intervals and confirm any new version of the Privacy
Policy will apply from the date it is published thereon.

_______________________________
(Customer Name: _________________)

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