This Service Level Agreement is made at Chennai, on _____ day of _______ 2022 .
BY AND BETWEEN,
TVS Credit Services Limited., a non banking finance Company incorporated under the Companies Act, 1956 and having its registered office at “Chaitanya”, No.12, Khader Nawaz Khan Road, Nungambakkam, Chennai – 600 006 and having its corporate office at “Jayalakshmi Estates”, New no. 29 (Old No. 8), Haddows Road, Chennai – 600 006 hereinafter referred to as “TVS Credit” which term shall so far as the context admits be deemed to mean and include its successors and assigns of ONE PART:
AND
______________________________________________________________________ a Proprietor/ Partnership /Company incorporated under the companies Act, 1956 and having, its Office/registered office at __________________________________________________________________________________________________________________( hereinafter referred to as the “Associate or Service Provider” which term shall unless it be repugnant to the meaning or context thereof be deemed to mean and include its heirs, divisions, subsidiaries affiliates, executors, administers and their successors and assigns) of the OTHER PART.
THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TEGHNOLOGY ACT, 2000 AND RULES THERE UNDER IN FORCE AND THE PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000 FROM TIME TO TIME. THIS ELECTONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES FOR VALIDATION, CONSENT OR ACCEPTANCE.
By clicking on the ACCEPT & AGREE button, you irrevocably and unconditionally accept the following terms and conditions and these terms and conditions will constitute a legally binding contract between the Parties.
WHEREAS:
(a) TVS Credit is a non banking finance company entirely engaged in the business of, financing of new as well as second hand (used) vehicles to persons desirous of acquiring them under diverse finance schemes offered by TVS Credit and is desirous of maximizing the distribution of its financial products;
(b) The Associate is engaged in the business of sourcing and referral of potential customer interested in acquiring vehicles (old as well as new ) and availing loan providing other incidental services and has offered to act as Direct Marketing Associate of TVS Credit.
(c) The Associate has represented and warranted to TVS Credit that Associate:
I. has considerable knowledge, expertise infrastructure, resources and capability to act as direct marketing Associate and perform the obligations, and
II. has adequate and effective internal controls and management information systems, in place for performing its obligations as direct marketing associate
(d) TVS Credit has upon assertion and averments of the Associate has agreed to appoint the Associate as Direct Marketing Associate for the various financial products and schemes of TVS Credit relating to financing of used cars within the limits of_________
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. OBLIGATION OF ASSOCIATE
1.1 Associate shall undertake and perform, apart from general operations, the following duties and function:
(a) Associate would source and refer potential customers to TVS Credit who are interested in acquiring finance for purchase of second hand/used vehicles (car) (hereinafter referred as “Products”) under the finance scheme of TVS Credit;
(b) Associate shall promote TVS Credit finance Products and schemes the details of which shall be made available to Associate by TVS Credit from time to time. The business targets will be provided to Associate from time to time;
(c) The Associate shall understand the products and scheme of TVS Credit in order to be in a position to explain and highlight the beneficial aspects of the financial products and scheme to customers
(d) Hold exhibitions, campaigns and other means of displaying the products;
(e) Prominently display / exhibit and distribute product information brochures and other material provided by TVS Credit
(f) Associate shall collect pre disbursement and post disbursement documents and assist customer in execution of the relevant loan documentation pursuant to the policies procedures of TVS Credit;
(g) Call for papers from customers and reviewing and collating the papers produced by them pertaining to their income, employment or professional status, property, the offered security and, such other information and documents as the TVS Credit may require
(h) Assist Customers to fill the application form, agreement along with supporting documents, post dated cheques, security and other documents that TVS Credit may require
(i) Attend to the customers loan related service requests, processing and forwarding them to TVS Credit and coordinating with TVS Credit the completion of these requests and routing them back to the customers;
(j) Post disbursal of the loan, collect papers / documents from customer such as Invoice, carry out of transfer of ownership , get registration certificate, invoice etc. in respect of the loan disbursed to the customer;
(k) Such other duties, functions and operations as may be authorized in writing by TVS Credit
(l) ASSOCIATE shall forward the application of the customer and relevant papers to TVS Credit and /or to such person as may be appointed or designated by the TVS Credit for TVS Credit acceptance to finance the vehicle under its scheme. Together with the application, Associate shall forward.
I. a invoice from the registered owner / seller of the vehicle for the price to be paid in respect of the vehicle;
II. a letter of authority of such registered owner favoring TVS Credit authorizing TVS Credit to make payment of the price of the vehicle or the amount which TVS Credit shall finance on the Vehicle directly to the Associate against a valid receipt which shall be a valid discharge from the registered owner to TVS Credit towards the sale price of the vehicle;
III. all the relevant papers and pre disbursal documents as required by TVS Credit which are required by TVS Credit to scrutinize the application for the finance;
IV. a declaration by the registered owner / seller of the vehicle stating that the vehicle is free from encumbrance and that there are no charges encumbrances, thereon and all taxes has been paid till date and the registered owner / seller is fully authorized and empowered to sell the vehicle as it proposed to be done by him
1.2 TVS Credit shall on receipt of these particulars, information and papers shall scrutinize the application and convey to the Associate whether it is approving the loan to the customer or declining the same and TVS Credit shall not be required to give any reasons for it disapproving the application. It is agreed between Associate and TVS Credit that TVS Credit shall have the sole and exclusive discretion either to accept or reject any proposal/ application from the customer for availing finance from TVS Credit. Such decision of TVS Credit shall be final and conclusive.
1.3 Associate shall make the payment of the amount paid to it by TVS Credit to the registered owner/ seller of the vehicle in discharge of the sale price/part sale consideration to be paid to the registered owner / seller of the vehicle and shall obtain due receipt from the registered owner for the consideration paid by TVS Credit
1.4 Pursuant to approval of the Loan and execution of the Loan agreement, the Associate shall submit to the RTO the relevant forms required for transferring the vehicle from the registered owner / seller in favour of the customer (who has availed loan for purchase of the vehicle) of TVS Credit with endorsement of hypothecation in favour of TVS Credit.
1.5 The Associate agrees and undertake that submission of relevant RTO forms for transfer of the vehicle shall be and for endorsement of the TVS Credit name shall be done by Associate without fail and immediately upon receipt of sale consideration by it from TVS Credit
1.6 It will be the absolute responsibility of Associate to obtain all the papers, documents as are required for the finance scheme and/ or for transfer of the vehicle with endorsement of TVS Credit in favour of the customer (who has availed loan from TVS Credit) and Associate shall carry out and perform this obligation without fail and duty and punctually and timely
1.7 Upon completion of the registration formalities of the vehicle in favour of the customer with the endorsement of hypothecation in favour of TVS Credit duly recorded in the Registration Certificate, the Associate shall furnish a copy of the Registration Certificate true copy to TVS Credit as documentary evidence of the registration having been completed as required.
1.8 It is agreed between Associate and TVS Credit that transfer and endorsement of the registration certificate shall be completed within _____ days from the date of approval of the finance scheme of the customer. In case, for any reason whatsoever, the registration in favour of the customer and endorsement of hypothecation in favour of TVS Credit is not effected and proof thereof not furnished to TVS Credit within ____days from the date of approval of finance to customer, than and in such event, Associate shall forthwith refund the to TVS Credit the amount TVS Credit has paid to the Associate towards purchase price/finance
amount of the said vehicle. Such payment by Associate to TVS Credit shall be paid within 7 (seven) of the expiry of the stipulated period as aforesaid. Failure on the part of Associate to make payment as aforesaid shall be constituted as breach of this Agreement and TVS Credit shall be entitled to take such legal action as TVS Credit may deem fit and/ or any other action permitted in law for recovery of any amount paid by TVS Credit to the Associate.
1.9 It shall be the duty of the Associate to identify genuine customers based on standards and norms prescribed by TVS Credit from time to time for availing of the financial facility from TVS Credit under the scheme chosen by the customers. If the Associate willfully suppresses any information or conducts itself in such a manner to be guilty of inducing TVS Credit to accept any proposal for the ulterior benefit of the Associate, the Associate shall be held liable for the loss caused to TVS Credit and it shall be open to TVS Credit to terminate this Agreement and take recourse to appropriate legal proceedings.
1.10 Under no circumstances Associate or its staff/ executive will accept any deposits, margin money, installment amount directly from anyone by way of cash or bearer cheques. In case Associate or its staff/ executive is offered any cheque (which should be account payee cheque drawn on the customer own account) towards payment / repayment of any amount in respect of or related to the loan from TVS Credit, Associate’s staff will accept the same for immediate onward delivery to TVS Credit, and hand over the same to TVS Credit authorized officer, before the close of business hours on the next working day.
1.11 Associate shall not collect any margin money fees charges or any other amount in cash from prospective customers. If any amount is required to be collected from the customer, the same shall be collected by cheque / demand draft favoring “TVS Credit Services limited” for which receipts shall be issued favoring the customer
1.12 Associate shall indemnify TVS Credit against and from all losses and damages by reason of loss of such cheque / s or mutilation or any misuses there of till it is handed over to TVS Credit’s authorized office.
2. EFFECTIVE DATE
2.1 The appointment as direct marketing associate shall be effective from the execution date of this Agreement.
2.2 The appointment shall remain in force for an initial period of _____ unless terminated earlier.
Notwithstanding anything contained herein, TVS Credit may terminate the appointment with or without assigning any reason, on giving not less than thirty (30) days prior written notice of its intention to do so .
3. REMUNERATION:
3.1 In consideration of the Associate carrying out the activities as per the Agreement , TVS Credit will pay incentive / commission at the rates set out in Annexure- “A” enclosed with this Agreement. This incentive shall become payable to Associate by TVS Credit only upon the proposal of an applicant / customer referred by Associate, culminating into an agreement and TVS Credit accepting to extend the finance / loan facility to such applicant / customer and on Associate collecting from such applicant and submitting to TVS Credit the post disbursal documents in respect of the loan extended to such applicant / customer including the registration certificate duly transferred in favour of the customer and hypothecation endorsed in the favour of TVS Credit. All
expenses other than those detailed herein will require prior clearance in writing from the TVS Credit
3.2 All payments would be subject to deduction of applicable tax at source at the rate prevailing rate of tax, if any, or rate of tax as amended from time to time.
3.3 TVS Credit may make payments towards incentive / commission based on the Invoice raised by the Associate by crediting the said amount into account designated by Associate or through a Bankers cheque. Any discrepancies in the payments made to Associate will have to be submitted to the TVS Credit in writing. If no discrepancy is raised within 15 days of payment, it will be presumed that the payment made has been accepted by Associate and the payment will be considered as full and final settlement of all claims made by Associate. No claims will be entertained at a later date by TVS Credit under any circumstances whatsoever.
4. WORK POLICY
4.1 The Associate shall use its own infrastructure, manpower, personnel and other facilities and bear its own expenses for the performance of the terms hereof TVS Credit shall not be liable to reimburse the same to Associate
4.2 The Associate shall be solely responsible for the proper performance of the duties of the staff / employees appointed by Associate for rendering the services to TVS Credit and Associate shall ensure that the said staff / employees dress code, behavior and approach in attending customer is of high standard and do not misbehave or violate and/ or breach any law. The Associate shall not, knowingly engage any person with criminal background.
4.3 It is clearly understood and agreed that Associate shall be solely responsible and liable in all respects for its staff / employees and no responsibility and / or liability for any such staff / employees shall attach to TVS Credit at any time including any responsibility and / or liability for any payments and claims including wages and benefits, of such employees and / or personnel.
4.4 The Associate shall provide regular updates at such intervals as may be specified by TVS Credit with respect to the Products provided and shall meet the designated officials of TVS Credit to discuss and review its performance and shall implement the suggestions / recommendations and shall take such corrective measures if required with regard to the Products being offered, as instructed by TVS Credit from time to time.
4.5 It is clearly understood that the Associate is not authorized to hold out any representations promises and / or assurances and / or guarantees to prospective applicants of acceptance by TVS Credit of proposals for loans / finance and no such representation promises and/ or assurances and/ or guarantees given by Associate or its personnel shall be binding in any manner upon TVS Credit. If the Associate makes any false promises or gives any assurances or makes any representation which is not otherwise contained in the schemes circulated by
TVS Credit and an account of such representation if TVS Credit suffers any loss or damage or is made to institute or defend any litigation, the Associate shall be bound to indemnify TVS Credit under such circumstances for all the loss suffered or sustained and this indemnity by Associate shall survive the termination of this Agreement. TVS Credit may its discretion, withhold any and all monies payable to the Associate and adjust the same against any losses/damage incurred by TVS Credit. This is without prejudice to the other rights and remedies in law against the Associate,
4.6 The Associate shall at all times comply with and conform to all instructions and / or guidelines issued by TVS Credit.
5. INDEPENDENT CONTRACTOR
5.1 This Agreement is made on a principal to Principal basis on a non exclusive basis and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of Principal and Agent or master and servant or, employer and employee between the Associate and TVS Credit
5.2 The Associate and its staff/employees, agents personnel have no authority/ right to bind TVS Credit in any manner and the Associate shall not do any act, deed or thing which has the effect of binding TVS Credit or creating any liability on TVS Credit otherwise than as specifically provided herein. It is also clarified that all staff/ employees employed by the Associate for performing the function will be governed by the terms of this Agreement and the Associate alone shall be responsible and liable in the event of any adverse claims of whatsoever nature made on TVS Credit by the Associate staff/ employees or agents.
5.3 The Associate shall not enter into any agreement with any contractor or sub-contractor in connection with the activities and functions required to be performed provided by Associate under this Agreement without the prior written consent of TVS Credit.
5.4 The staff/ employees nominated by Associate will co-ordinate between TVS Credit authorized officer for the purpose of this Agreement and the Associate shall be liable for all acts on the part of staff/ employees that may cause any damage, loss or injury to TVS Credit.
6. COMPLIANCE WITH LAWS:
The Associate shall not contravene any law, rule or regulation for the time being in force, and shall take due care, and precaution not to do any act, deed or things which would have the effect of violating or breaking of any law, rule or regulation and shall take required permissions for performing services under this Agreement.
7. INSPECTION AND RIGHT OF AUDIT:
7.1 The Associate shall maintain in good order and as per generally accepted industry practices, all the records in respect of the obligations to be performed hereunder. The Associate shall keep complete and accurate account of all records in relation with this Agreement in the manner and form as stipulated by TVS Credit from time to time.
7.2 The Associate shall allow TVS Credit and its management, representative auditors (whether internal or external) and its regulators to enter upon Associate premises and inspect, examine and audit Associate’s operations and records which TVS Credit, its management, auditors (whether or external) and /or its regulators in their absolute discretion deem to be relevant to the obligations/ functions to be preformed hereunder.
7.3 In addition to the right to inspect, TVS Credit, its management, its auditors (whether internal or external), their agent appointed to act on its behalf and / or its regulators shall also have the right to call for any information pertaining to the Associate’s operations and business records in connection with products under this Agreement.
7.4 The Associate shall permit taking copies of the records which are relevant to this Agreement. The Associate shall produce such information within such time as may be requested by TVS Credit, its management, its auditors (whether internal or external), their agent appointed to act on its behalf and / or its regulators.
7.4 The Associate shall co-operate in good faith with TVS Credit to correct any practice, which are found to be deficient or inadequate or incorrect during the audit within a reasonable time as instructed by TVS Credit.
8. CONFIDENTIALITY AND SECRECY:
8.1 The Associate recognizes, accepts and agrees that all tangible and intangible information obtained/ received / gained/ developed or disclosed/ communicated to the Associate and/ or Associate’s staff, and/ or such information to which the Associate and any of its staff may privy to under or pursuant this Agreement and or in the course of performance of the Associate’s obligations including but not limited to all details, documents, data, business/ customer information and TVS Credit’s practices and trade secrets (all of which are hereinafter collectively referred to as confidential Information”) shall be treated as absolutely confidential and the Associate irrevocably agrees and undertakes and ensures that the Associate and its staff shall keep the same as secret and confidential and shall not disclose the same, at all in whole or in part to any person
or persons at any time or use nor shall allow the information to be used for any purpose other than as may be necessary for the due performance of obligations hereunder. The Associates hereby expressly agrees to indemnify and keep TVS Credit fully indemnified safe and harmless at all times from and against all / any consequences arising by any breach of this undertaking by the Associate and / or its staff and shall immediately reimburse and pay to TVS Credit on demand all damages, loss, cost, expense or any charges that incurred, suffered or paid by TVS Credit or required to be incurred, suffered, or paid by TVS Credit in connection with or arising out of or relating to the breach of the obligations / undertaking contained in this Agreement.
8.2 The Associate hereby unconditionally agree and undertake that Associate and its staff shall not disclose or publish the terms and conditions of this Agreement or any information relating to the TVS Credit’s business that they may come across in the normal course of performing obligations to any third party.
8.3 The Associate shall ensure that the confidential information is not used or permitted to be used by the Associate’s Staff in any manner even after the term / termination of this Agreement and the Associate shall be responsible / accountable for any act / deed done to the contrary and indemnify TVS Credit for any loss / damage that may be caused to or suffered by TVS Credit due to such acts. The Associate shall also safeguard the Confidential Information and take all necessary action to protect it against misuse, loss, destruction, alterations or deletions thereof.
8.4 The Service Provider agrees to:
i) Take all necessary action to protect the confidential information against misuse, loss, destruction, deletion and/or alteration.
ii) Not to misuse or permit misuse directly or indirectly, commercially exploit the confidential information for economic or other benefit.
iii) Not to make or retain any copies or record of any confidential information submitted by TVS Credit other than as may be required for the performance of the Service Provider’s obligation under this Agreement.
iv) Notify TVS Credit promptly of any unauthorized or improper use or disclosure of the information.
v) Return all the information lying in the custody of the Service Provider at the end of the specific assignment.
a.In the event the Service Provider is directed by a court order or any other regulatory and/or administrative authority to disclose any confidential information, the Service Provider shall intimate TVS Credit within 2 working days from the date of receipt of such direction. Such intimation shall be accompanied by copy of the court order or any direction from the regulatory and/or administrative authority.
b.Upon termination, the Service Provider shall forthwith return all Confidential Information, records, documents, visiting cards. Customer Data, sales promotion/marketing material, data, information, valuables, software, hardware, marks, any stationary embossed with the marks (Intellectual Property rights of TVS Credit) etc., including all copies thereof to TVS Credit without retaining any such item on the plea of lien, set off or any other reason whatsoever.
c.In case of any residual liability outstanding on TVS Credit, TVS Credit rights of holding liable will continue to be enforced even after termination/expiry of this Agreement. Without prejudice to the above, the Service Provider shall ensure that the Confidential Information ‘is not disclosed or used by it, during the period of this Agreement and for all times thereafter.
8.5 In the event of a breach or threatened breach by the Associate of any of the provisions herein contained, the Associate agrees and acknowledges that monetary damages alone may not be an adequate remedy; therefore TVS Credit, shall be entitled to injunctive relief in addition to monetary damages to restrain Associate from any such breach, threatened or actual.
The provisions of the aforesaid clauses and the indemnity contained therein shall survive the termination and expiry of this Agreement
8.6 If the Associate is directed by a court order, to disclose information recorded in documents or disclose any Confidential Information, the Associate shall notify TVS Credit in writing, in sufficient detail immediately upon receipt of such court order or other legal or regulatory direction / request or similar process, in order to enable TVS Credit to make an application for an appropriate protective order. Such notice shall be an accompanied by a copy of the court order or other legal or regulatory direction / request or similar process
9. ADVERTISEMENT
9.1 ASSOCIATE agree to advertise alone or jointly with TVS Credit in offering the products provided that no such advertisement shall be issued or published without the written approval of the designated officers of TVS Credit. In all such advertising ,materials, the associate agrees to prominently display that it is “TVS Credit Services Ltd “ . If such advertising is issued or published by ASSOCIATE alone, the Associate shall pay the cost there of and if it is issued or published jointly by the Associate and TVS Credit, the cost there of shall be borne in such manner as may be mutually agreed in writing. The Associate agree to provide adequate space at its business premises for the display of TVS Credit brochures and other
promotional material in relation to the Products.
9.2 The Service Provider agrees and undertakes that it shall not use TVS Credit’s intellectual properties i.e, trademarks, copy rights, patents or logo as applicable. If such usage is required for functioning the services by the Service Provider, TVS Credit shall not refrain its consent for the same and the Service Provider shall on TVS Credit’s express consent use the intellectual property of TVS Credit for the limited purpose of discharging its services under this Agreement and for not for any other purposes. The Service Provider shall not use any trade name or symbol nor do or permit anything to be done which is not in accordance with the system without the prior consent in writing of TVS Credit.
10 INDEMNITY:
10.1 The Associate shall be responsible and liable for and shall indemnify TVS Credit and keep the TVS Credit indemnified and safe and harmless at all times, against
(a) Any and all claims, liabilities, damages, losses ,costs, charges, expenses , proceedings and actions of any nature whatsoever made or instituted against or caused to or suffered by TVS Credit directly or indirectly by reason of:
I. Any wrongful, incorrect, dishonest, criminal , fraudulent or negligent work default, failure , misfeasance bad faith , disregard of duties and obligations hereunder, by Associate and / or any of its staff / employee / representative,
II. Any theft, robbery, fraud and forgery or other wrongful act or omission by the ASSOCIATE and / or its staff / employee / representative .
III. Misconduct or negligence by Associate and / or its staff, employees, representatives assigned for the performance of the function under this agreement
IV. Any disclosure of the Confidential Information or otherwise however
10.2 In the event of such a claim for loss or damages being made by TVS Credit , TVS Credit shall be entitled to adjust such amounts as claimed against the future or outstanding payments due to Associate. Any such claim for loss and / or damage made by TVS Credit shall not amount to a waiver TVS Credit’s right to terminate this Agreement or any of the other rights available to TVS Credit either under this Agreement or otherwise howsoever.
10.3 Notwithstanding the payment of the damages as aforesaid, TVS Credit shall be entitled to lodge an FIR with the police and/or initiate appropriate legal proceedings against the Service Provider, IT employees etc at the cost of the Service Provider. Notwithstanding anything contained in this Agreement or any other documents executed or to be executed between the parties, all indemnities shall survive expiry or termination of this Agreement and the Service Provider shall continue to be liable under the indemnities. In no event TVS Credit shall be liable for any indirect, special or consequential damages
that may arise under this Agreement.
11 TERMINATION:
Notwithstanding anything herein contained, either Party may terminate this arrangement, without assigning any reason, by giving thirty (30) days prior written notice to the other party. However, in case of any breach on the Associate’s part or on the part of the Associate’s staff / employees in carrying out the obligations contained hereunder TVS Credit may terminate the arrangement by giving fifteen (15) days notice.The Agreement can be terminated by TVS Credit, with or without reason by giving to the other party at least one month’s notice in writing in that behalf. No compensation or damages shall be payable by TVS Credit in the event of such termination but such termination shall be subject to the rights and obligations already accrued in favour or against the parties.
Furthermore, this Agreement can be terminated without any notice Period with the mutual consent of the parties.
Without prejudice to the foregoing provisions, TVS Credit shall be entitled to terminate this Agreement at any time without any notice and without being liable to pay The Service Provider. However either party (non defaulting party / aggrieved party) may terminate the agreement, if:
i. Defaulting Party commits a breach of any of the provisions of this Agreement and such default is not cured within 15 days of providing notice;
ii. Defaulting Party fails to maintain adequate records of its activities as is required by aggrieved Party under the agreement or refuses access to the aggrieved Party to such records; or
iii. Defaulting Party files with aggrieved Party materially false or incorrect reports; or
iv. Service Provider fails to observe agreed service standards or fails to provide services in conformity with the provisions of this Agreement or procedures;
v. Either Party goes into liquidation or is wound up or dissolution proceedings are initiated or if a provisional liquidator or receiver is appointed to take possession of its undertakings, business or assets; or
vi. The representations and declarations made by defaulting Party before entering into this Agreement and with regard to its performance of services, functions etc are found to be false and misleading; or
vii. Defaulting Party’s charter to do business is suspended in accordance with applicable law.
viii. In TVS Credit’s perception and at its sole discretion, the activities of the Service Provider are injurious to the interest and goodwill of TVS Credit.
TVS Credit shall have the right to terminate this Agreement by written notice to the Service Provider , if the Service Provider breaches any representation, warranty, covenant, or any terms of this Agreement or fails to comply with any material rules or procedures required by TVS Credit. Such termination shall be effective from the date mentioned in such written notice.
This Agreement shall come to an end forthwith if RBI or any other regulatory agency promulgates any rule, regulation or order which in effect, or application prohibits or substantially impedes the provision of the said services by the Service Provider.
TVS Credit also reserves its rights to terminate this Agreement in the event of any material change in control of the Service Provider, merger or acquisition or bankruptcy, or insolvency on the part of the Service Provider
Upon termination of this Agreement,
i). The Service Provider shall forthwith return all records, documents, data, information, whether stored manually or electronically, in the Service Provider’s possession if any relating to the services rendered by it;
ii). The Service Provider shall not be entitled to use the software programs, database etc. provided to the Service Provider and shall forthwith return the same to TVS Credit if any.
iii). TVS Credit shall be under no obligation to make payment under this agreement to the Service Provider other than for the activities and services actually rendered prior to the termination date and which have not been paid but accounted for.
iv). The rights of either Party to bring appropriate action against the other to recover damages, costs or recover assets belonging to a Party or its customers; in possession of other or to set off the claims of the either Party against the other’s claims, shall not adversely be affected.
11.1 Upon termination of this Agreement, the Associate shall immediately deliver to TVS Credit all the documents and any / all data, held by the Associate and which are in possession / custody / control of the Associates staff / employees to TVS Credit This is further subject to the fact that TVS Credit may at its option direct the Associate to finish any particular work / works which may at the date of termination be under process or outstanding. Termination of this arrangement will not release Associate from any liabilities, duties and obligations incurred hereunder prior to the date of termination.
11.2 In the event of any termination / expiry of this Agreement TVS Credit may withhold any payments to be made to the Associate in connection with any application of any customer, such payments being due to the Associate till such time as the Associate deposit all the pre and post disbursement documents in relation to any customer or potential customer of TVS Credit.
12. MISCELLANEOUS
12.1 TVS Credit shall, if necessary issue in Associates, name Authorization Letters which will be valid for term of this Agreement to enable Associate to carry out the work as TVS Credit Associate as stipulated herein.
12.2 Any provision of this Agreement may be amended if and only if such amendment is in writing and signed by the parties.
12.3 The failure on the part of TVS Credit to insist on the performance of any of the terms and conditions of this Agreement to exercise any rights or privileges conferred under the provisions of this Agreement or to demand any penalties resulting from any breach of any terms or conditions of this Agreement shall not be construed as a waiver on the part of TVS Credit of any terms, conditions, rights or privileges but the same shall continue and remain in full force and effect nor will such waiver effect any subsequent breach or subsequent action in that behalf.
12.4 The terms and conditions of this Agreement that by their nature and contents are intended to survive the performance hereof by any or all the parties hereto shall so survive the completion and/ or termination of this Agreement.
12.5 If any one or more of the provisions of this Agreement, for any reason, is held to be invalid, illegal or unenforceability, the invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed without the invalid illegal or unenforceable provision
12.6 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written agreements, understanding and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation inducement, promise, understanding condition or warranty not set forth herein has been made or relied upon by any party hereto
12.7 The Service Provider shall have adequate insurance coverage to its premises, assets including software, hardware, server etc. as well as to all its employees and shall provide copy of the same to TVS Credit. The Service Provider also agrees to notify TVS Credit in the event of any material change in the insurance coverage or failure or difficulties in taking adequate insurance coverage within 2 days.
12.8 The Service Provider agrees and undertakes to provide all reports, as per the standard formats and documents as may be required by TVS Credit from time to time and as agreed herein. The Service Provider also undertakes to provide Suspicious Transaction Reports / Currency Transaction Reports to FIU or any other competent authority in respect of the TVS Credit’s customer related activities carried out by the Service Provider.
12.9 TVS Credit shall have reserve its right to monitor, assess or suggest or implement or take necessary corrective measures and the Service Provider shall maintain adequate systems and procedures in place to ensure protection of data/application outsourced.
The Service Provider undertakes to provide, upon request, records, information and/or assistance concerning outsourced activities to TVS Credit’s auditors and/or its regulators, as per the format as may be required by TVS Credit / its auditors and /or its regulators.
12.10 The Service Provider shall be responsible for redressing the complaints received relating to the services rendered By him under this agreement and shall report it to TVS Credit at frequent intervals or as may be required by TVS Credit from time to time.
12.11 The Service Provider shall immediately notify TVS Credit in writing of the occurrence of any event which may result in or which may give reason to believe that there may be work stoppage, slowdown, labour dispute, strike, any labour – related disruption of its own staff or other impediment or disruption or through any legal proceedings in the due performance of the obligations of Service Provider under this Agreement. The Service Provider also agrees to submit a full written report of the event forthwith upon request by TVS Credit. The Service Provider agrees that in the event of any such work stoppages, slowdown, labour dispute, strike,
disruption or impediment continues for a period exceeding 24 hours, then notwithstanding what is contained in this Agreement, TVS Credit may, at its sole discretion, terminate this Agreement forthwith. Service Provider shall at all times maintain business continuity, contingency and disaster recovery plans, procedures and capabilities (the “Disaster Recovery Procedure”) with respect to the Services and the facilities required therefore. The Disaster Recovery Procedures will be mutually agreed upon between the Parties in writing. Upon the occurrence of an event of Force Majeure affecting the Services, Service Provider shall implement the Disaster Recovery Procedure which will include provisions for acquiring, replacing and integrating appropriate equipment. Such disaster recovery systems shall be tested no less than annually and results made available to the
TVS Credit. TVS Credit with respect to disaster recovery, Service Provider shall:
1.1 Perform functions in accordance with accepted business continuity, contingency and disaster recovery planning standards and procedures mutually agreed between TVS Credit and Service Provider.
1.2 Perform tests and backups as mutually agreed or as otherwise reasonably necessary to maximize availability of the Services during problems, including disaster/business recovery functions for all TVS Credit Data.
1.3 Provide, maintain, and as appropriate, upgrade, replace and enhance uninterrupted power supplies for all equipment used to provide the Services and maintain backup network and telecommunications services that will allow TVS Credit to dial-in or otherwise connect to the hot site or any other remote facility used by Service Provider during a disaster.
1.4 Provide technology change and upgrade capability to ensure that business continuity, contingency and disaster recovery capabilities and resources stay current with required technology levels for the Services.
1.5 Develop and maintain a plan for the transition back to the facilities of Service Provider upon cessation of the disaster or recovery from the business interruption and promptly implement such plan to restore the Services to normal operation.
TVS Credit shall review, monitor, assess the security practices and control process of the Service Provider, on regular basis and the Service Provider shall disclose TVS Credit in the event of any breach in the practices or controls.
If the Service Provider provides identical services to others, he shall keep information, documents, records and other assets of TVS Credit separately and completely isolated.
12.12 GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION:
1. This Agreement shall be governed by and construed in accordance with the Laws of India.
2. Any and all dispute(s), the difference(s), and/ or claim(s) arising out of or touching upon this Agreement or in relation to this Agreement, whether during its subsistence or thereafter, shall be referred by the Lender to Arbitration by a Sole
Arbitrator appointed by: a) Council for National and International Commercial Arbitration (CNICA) currently has its office at Unit No.208, 2nd Floor, Beta wing, Raheja Towers, No.113-114, Anna Salai, Chennai – 600 002.
b) Chamber of Arbitration and Mediation (CAM), No:9, Eldam Square, No.167, Eldam Road, Alwarpet Chennai - 600018.
c) KRSNA Arbitrators, No.1, Third Floor, Maruthi Enclave, Bheema Sena Garden Street, Royapettah High Road, Mylapore, Chennai - 600004.
d) Presolve 360, 3rd floor, Churchgate House, 32 Veer Nariman Road, Hutatma Chowk, Fort, Mumbai - 400 001.
e) Kovise Foundation Conflict Resolution International (KFCRI) G -2, Plot No, 108, Majestic Colony, Valasaravakkam, Chennai, Tamil Nadu 600087.
f) Jus Arbitri & Infinite Legal Service LLP, New No.14, Old No.11/1, P.A.N Rajarathinam, 4th Lane, G.A.Road, Old Washermenpet, Chennai, Tamil Nadu 600021.
Hereinafter referred to as “Institution”), in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory amendments thereof from time to time. The entire arbitral proceedings shall be conducted by the Sole Arbitrator in the manner the Sole Arbitrator considers appropriate, and the award rendered by the Sole Arbitrator shall be final and binding on all the parties to this Agreement. The institution shall provide administrative assistance to the Sole Arbitrator to facilitate the conduct of the arbitral proceedings if the said Arbitrator chooses to avail of such assistance from the institution. The Parties herein agree to that venue and the seat of the arbitration proceedings shall be at Chennai. The language of the proceedings shall be in English. The parties also agree, to carry out the arbitration proceedings either physically or electronically and sending the notices/summons or any other
documents related to the arbitration proceedings electronically . Each party shall be responsible for intimating of any change in its email address and / or mobile number throughout the arbitration proceedings. The Parties to the Agreement agree to submit to the exclusive jurisdiction of courts in Chennai.
12.13 NOTICES
Any notice or notification in connection with this Agreement shall be in writing and any notice or other written communication to be given pursuant to the provisions of this Agreement shall be sent to the parties at the following address respectively
To
TVS Credit Services Limited
New No 29 , Old no 8
Haddows Road, Jayalakshmi Estates
Chennai – 600 006 , Tamil Nadu
To
Associate
_____________
_____________
_____________
ANNEXURE-A
A. INCENTIVE
For every application/Proposal which has originated from the Associate and is approved and sanctioned by TVS Credit, the Associate shall be entitled to receive such commission/incentive which may be mutually agreed between the Associate and TVS Credit, provided Associate hand over to TVS Credit, the documents as stipulated by TVS Credit relation to such sanctioned application/proposal. The incentive/commission payable by TVS Credit to the Associate will be communicated separately by TVS Credit. The same is subject to change from time to time.
B.BILLING
All payments in this regard for a period of a month shall be aggregated and paid within 30 days from the date of receipt in invoice.
C) CODE OF CONDUCT (Part of Service Level Agreement)
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Code
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ü Do’s
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r Do Not’s
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Appearance, dress code
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· Well Groomed
· Clean & Tidy
· Formals
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· No long unkempt hair.
· Shirt sleeves not rolled up.
· No chappals or sandals.
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Speech
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· Introduce yourself with identity card / Agreement
· Use formal address.
· Tone should be sincere polite yet assertive and firm
· Decency and decorum to be maintained.
· Fluency in English and local language
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· Do not get tough or aggressive or abusive
· Do not lose cool, get angry or even irritated irrespective of reason
· Pitch should not be high
· Should not get personal.
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Belongings
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· Identity Card, Letter of authority or Agreement .
· Diary for writing the information gathered
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Ethics
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· Fair and ethical in your dealings with customers.
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· No personal dealings with customers
· No gifts or favors shall be accepted by the agents
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Information and Confidentiality
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· Present all the information required to by the customer in an orderly fashion and in vernacular language or the language as understood by them.
· TVS Credit and agency to keep records of interactions with the customer.
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· Un-authorized information written or verbal cannot be divulged to any customer / competitor / any other person.
· No information on the customers to be shared with other customers
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Process Discipline
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· will perform their role within the framework of the instructions issued to them in terms of process manuals and specifics of procedure based on the product
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Proximity
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· Maintain a reasonable distance from the customer
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· No physical contact with the customer
· No obstruction to customer movement
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Timing (Calls/ Visits)
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· Earliest : 07:00 hours
· Latest : 19:00 hours
· Calls earlier or later than the prescribed hours may be placed only under the following conditions:
· When the borrower has authorized to do so in writing or orally
· Time and number of calls and contents of conversation will be documented
· The borrower would be contacted ordinarily at the place of his choice and in the absence of any specified place he will be contacted at his/her residence in the place of employment/ business as the case may be.
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Inappropriate occasions such as bereavement in the family or such other calamitous occasions would be avoided for making calls/ visits to collect dues.
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Telemarketing
* (DSE/ DMA
only)
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The Associate will contact a prospect for sourcing a TVS Credit product or TVS Credit’s related product only under the following circumstances:
· When prospect has expressed a desire to acquire a product through official website of TVS Credit
· site/call centre/Branch or through the Relationship Manager at TVS Credit, or has been referred by another prospect/customer, or is an existing customer of TVS Credit who has given consent for accepting calls on other products of TVS Credit
· When the prospect's name/telephone number/ address is available & has been taken from one of the lists/directories/databases approved by the Manager / Team Leader of the Associate after taking his/ her consent.
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· The Associate will ensure that their staff/ employee/ associate will not call a person whose name/number is flagged in any "do not disturb" list made available to him/her.
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Call Etiquettes
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· The agent will identify himself/herself and the name of the Company that he/she is representing ie., TVS Credit and request permission to proceed
· If denied permission, he/she will apologize and politely disconnect.
· If permission granted, state reason for call and provide the borrower with all the information regarding dues and necessary notice be given for enabling discharge of dues.
· Offer to call back, if the borrower is busy.
· Talk in language which is most comfortable to the borrower.
· Keep conversation limited to business.
· Reconfirm next call or next visit.
· Provide contact numbers (for agents as well as the Company)
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· Do not use inappropriate language that could create discomfort
· Do not interrupt or argue over the call
· Do not extend the conversation beyond business matters |
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Visit Etiquettes
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· Respect personal space - maintain adequate distance from the prospect.
· Respect the prospect's privacy.
· If the prospect is not present and only family members/office persons are present at the time of the visit, he/she will end the visit with a request for the prospect to call back.
· Provide his/her telephone number, and the supervisor's name or the concerned officer's contact details, if asked for by the customer.
· Limit discussions with the prospect to the business - Maintain a professional distance
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· Do not enter the prospect's residence/office against his/her wishes
· No prospect will be visited in large numbers - i.e. not more than one agent one accomplice if required
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Representation
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· will identify himself/herself to the borrower and will apprise him/her of the authority to represent.
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· Do not mislead/misrepresent the prospect on any service / product offered
· Do not mislead/misrepresent the prospect about the Associate Establishment's business or name, or falsely represent them.
· Do not make any false / unauthorized commitment on behalf of TVS Credit for any facility/service.
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Letters & other communication
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· Any communication sent to the prospect shall be only in the mode and format approved by TVS Credit
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