LOAN LENDERS CRM 1

AGREEMENT

THIS AGREEMENT is made and executed at on this day of , 2021.

BY AND BETWEEN Hoogmatic Advisory private limited., a Private Limited Company registered at Delhi ROC and
having its Registered Office at Plot No 9 & 10, 2nd Floor, Opp Pillar No 769, Dwarka Mor, Uttam Nagar Delhi, India
110059 (hereinafter referred to as “Hoogmatic Advisory private limited” which expression shall where the context
admits include its successors, assigns and attorneys) of the One Part

AND

A Company/ Firm having its Registered Office at

Aged years (hereinafter referred to as the Loan Lenders CRM 1” which

Expression shall include its successors, assigns and attorneys) of the Other Part

WHEREAS:

HOOGMATIC ADVISORY PRIVATE LIMITED is a company engaged in financial consulting and providing various
financial services to its customers in India and marketing associate of multiple financial institutions for marketing
of their various products and allied services.

AND for the purposes of its business activities, HOOGMATIC ADVISORY PRIVATE LIMITED requires certain vital and
confidential information about the credit worthiness of its prospective customers and also relevant details about
their net worth, business interests, assets, etc. and for the said purpose HOOGMATIC ADVISORY PRIVATE LIMITED
is desirous of appointing a Loan Lenders CRM 1 to provide the necessary required information to HOOGMATIC
ADVISORY PRIVATE LIMITED

HOOGMATIC ADVISORY PRIVATE LIMITED is engaged in business providing various financial consulting to its
customers in India. HOOGMATIC ADVISORY PRIVATE LIMITED requires Loan Lenders CRM 1 as (direct marketing
associates) for marketing of its products and services listed in Annexure 1 annexed hereto (Loan Lenders CRM 1
Plan & Features), about HOOGMATIC ADVISORY PRIVATE LIMITED “Products and Services” mentioned in Annexure
2 annexed hereto (herein referred to as the “Services”) for the purpose of canvassing the Products and Services and
introducing potential customers to HOOGMATIC ADVISORY PRIVATE LIMITED in the manner specified under this
Agreement. Where Annexure 3 annexed the pay-out structure on disbursement amount or successful closure of
leads designed by product and slab wise for Loan Lenders CRM 1 and Annexure 4 is referred to Nitin Associates
CRM/ APP terms of service.

The Loan Lenders CRM 1 / DSA has represented and offered to HOOGMATIC ADVISORY PRIVATE LIMITED that it
has the necessary skill, experience, expertise and infrastructure to act as the Direct Selling Associate of HOOGMATIC
ADVISORY PRIVATE LIMITED to market the Products and Services, within the Territory.

AND HOOGMATIC ADVISORY PRIVATE LIMITED, based on the representations made by the Loan Lenders CRM 1 /
DSA, has accepted the said offer and hereby engages the DSA as its Direct Selling Associate, to market the Products
and Services within the Territory, on a non-exclusive basis and subject to the terms and conditions contained
hereunder;
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NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIESHERETO
AS UNDER:

1. SCOPE:

HOOGMATIC ADVISORY PRIVATE LIMITED hereby engages the Loan Lenders CRM 1 DSA as its Direct Selling
Associate, on a specific location with limited Loan Lenders CRM 1s on a single PIN code basis to cater market and
canvass the Products and Services to potential customers and to introduce potential customers to HOOGMATIC
ADVISORY PRIVATE LIMITED, and fulfilment of potential customers (login to disbursement) availed from
HOOGMATIC ADVISORY PRIVATE LIMITED on pay-out sharing basis within the Territory.

2. TENURE OF THE AGREEMENT

This Agreement shall come into force on ’2021 and shall continue unless terminated earlier or failure of
annual renewal fees. Notwithstanding this either party hereto can terminate the agreement by giving one month
notice in writing to the other party.

3. DUTIES AND RESPONSIBILITIES OF THE Loan Lenders CRM 1(referred as DSA)

3.1 DSA shall increase the business of HOOGMATIC ADVISORY PRIVATE LIMITED and to represent the interest
of HOOGMATIC ADVISORY PRIVATE LIMITED properly through systematic canvassing, marketing of the
Products and Services to potential customers within the Territory and assisting HOOGMATIC ADVISORY
PRIVATE LIMITED in schemes for publicizing the activities of HOOGMATIC ADVISORY PRIVATE LIMITED, as
and when required by HOOGMATIC ADVISORY PRIVATE LIMITED The DSA shall introduce the potential
customers to HOOGMATIC ADVISORY PRIVATE LIMITED to enable the customers to enter into agreements
directly with HOOGMATIC ADVISORY PRIVATE LIMITED

3.2 DSA shall provide such assistance and support to HOOGMATIC ADVISORY PRIVATE LIMITED during
advertising campaigns, mailers, loan melas orany such other promotional activities, as and when so required
by HOOGMATIC ADVISORY PRIVATE LIMITED

3.3 The Loan Lenders CRM 1 / DSA shall assist HOOGMATIC ADVISORY PRIVATE LIMITED in Lead data entry in
App/CRM, Submit to Login in App/ CRM, completing the documentation, physical login, solving queries,
feedback updating in App/CRM and other arrangements between HOOGMATIC ADVISORY PRIVATE
LIMITED/ Banking Partner and the customers.

3.4 The DSA shall also be responsible, as and when requested by HOOGMATIC ADVISORY PRIVATE LIMITED, to
assist HOOGMATIC ADVISORY PRIVATE LIMITED in soft calls to help recoveries outstanding dues from
defaulting customers, if any, in the manner as required by HOOGMATIC ADVISORY PRIVATE LIMITED in
writing from time to time.
3.5 The DSA shall abide by the Code of Conduct, Ethics and Business Principles (“the Code”) as prescribed by
HOOGMATIC ADVISORY PRIVATE LIMITED from time to time. The present Code is reproduced below which
may be modified by HOOGMATIC ADVISORY PRIVATE LIMITED at its sole discretion.
3.6 The DSA shall ensure that its/her/his sales staff and representatives shall comply with the Code and all
obligations of the DSA contained in this Agreement.
The DSA shall not make any unauthorized statements, claims, warranties or representations concerning
HOOGMATIC ADVISORY PRIVATE LIMITED or its Products and Services.

3.7 The DSA shall not have any power to enter into any contracts or agreements directly with the customers
and such contracts in respect of any Product or Services shall be entered into only by HOOGMATIC ADVISORY

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 PRIVATE LIMITED and its banking partners. Canvassing to the prospective customers shall be done on the
terms and conditions which HOOGMATIC ADVISORY PRIVATE LIMITED stipulate from time to time and
HOOGMATIC ADVISORY PRIVATE LIMITED shall not be bound by any representations of any benefits that
the DSA may make or have made to the prospective customers on behalf of HOOGMATIC ADVISORY PRIVATE
LIMITED or it's banking partners. The DSA shall not deal with the customers of HOOGMATIC ADVISORY
PRIVATE LIMITED for promoting any other product/ service other than the product/ service authorized by
HOOGMATIC ADVISORY PRIVATE LIMITED.

3.8 The DSA shall submit all such documents/papers to HOOGMATIC ADVISORY PRIVATE LIMITED that he has
collected from the prospective customer. The DSA shall not insist for any such document
from the customer whichis not required as per the policy document of HOOGMATIC ADVISORY
PRIVATE LIMITED or it's banking partners or specially instructed for processing of the proposal.

3.9 The DSA shall not collect any payment from the customer on behalf of HOOGMATIC ADVISORY PRIVATE
LIMITED or it's banking partners. Payments made by the customer towards advance processing fee or any
other charges shall be collected only by an employee of HOOGMATIC ADVISORY PRIVATE LIMITED or it's
banking partners under due acknowledgement to the customer.

3.10 It is clearly understood by the DSA that the DSA is not authorised to:
- Hold out any promises to applicants or guarantees of acceptance of their applications for any facility,
Product or Service by HOOGMATIC ADVISORY PRIVATE LIMITED or it's banking partners.
- Collect/ levy any fees and/ or other monies from applicants, except in cases where the DSA is
specifically authorised by HOOGMATIC ADVISORY PRIVATE LIMITED or it's banking partners to
do so.

3.11 The DSA shall also submit its financial statements, reports, information, data, documents etc., periodically
and in the manner and when required by HOOGMATIC ADVISORY PRIVATE LIMITED

3.12 The DSA shall regularly update their leads' progress in the CRM for HOOGMATIC ADVISORY
PRIVATE LIMITED to track and measure theirperformance.
3.13 The DSA shall not share the leads passed to him/her by HOOGMATIC ADVISORY PRIVATE LIMITED with
anyone outside the Loan Lenders CRM unless explicitly told to do so in writing by HOOGMATIC ADVISORY
PRIVATE LIMITED

4. HOOGMATIC ADVISORY PRIVATE LIMITED DISCRETION TO REJECT –

HOOGMATIC ADVISORY PRIVATE LIMITED may, at its absolute discretion, accept or reject any proposal or
introduction made by the Loan Lenders CRM 1/ DSA and the decision of HOOGMATIC ADVISORY PRIVATE LIMITED
in this regard shall be final. All proposals generated by the DSA in the course of increasing the business of
HOOGMATIC ADVISORY PRIVATE LIMITED will only be referred to HOOGMATIC ADVISORY PRIVATE LIMITED

5. CONSIDERATION PAYABLE BY HOOGMATIC ADVISORY PRIVATE LIMITED TO THE CRM 1 DSA –

5.1 As consideration for the services performed by the DSA, HOOGMATIC ADVISORY PRIVATE LIMITED shall pay to
the DSA, commission at the rate specified in the Annexure 3 annexed hereto, this rate may vary from time to
time. The said commission payable to the DSA shall be paid by HOOGMATIC ADVISORY PRIVATE LIMITED
subsequent to the disbursement made either directly to the customer or to the dealer/ manufacturer, etc. on
behalf of the customer. No other amounts shall be payable to the DSA. HOOGMATIC ADVISORY PRIVATE
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 LIMITED shall not be liable to pay commission in the case where the application of the customer has been
rejected/ Cancelled. The DSA shall not question or raise any disputes in respect of the rejection of the application
by HOOGMATIC ADVISORY PRIVATE LIMITED.
5.2 a) Further, the discretion to pay or not of any incentives over and above the actual commissions agreed by

HOOGMATIC ADVISORY PRIVATE LIMITED shall be solely with HOOGMATIC ADVISORY PRIVATE LIMITED

b) It is clearly understood by the DSA that the DSA shall not be entitled to any incentive under this unless the
loan amount disbursed by HOOGMATIC ADVISORY PRIVATE LIMITED to the customers/ dealers/ manufacturers,
introduced by the DSA to HOOGMATIC ADVISORY PRIVATE LIMITED in each particular month is greater than the
minimum monthly target amount that will be indicated in writing every quarter by HOOGMATIC ADVISORY
PRIVATE LIMITED to the Associate under the scheme.

C) All payments of commission due to the DSA will be paid, on a monthly basis, only after completion of all
post-disbursal documentation, and formalities with the customer, as required by HOOGMATIC ADVISORY
PRIVATE LIMITED

D) HOOGMATIC ADVISORY PRIVATE LIMITED will only pay commissions to the DSA for the products and services sold using
HOOGMATIC ADVISORY PRIVATE LIMITED' DSA code.
6. PERSONNEL/ EMPLOYEES/ SALES STAFF ENGAGED BY THE DSA -

6.1 The DSA shall have sufficient number of personnel/staffs to perform and carry out the obligations of the DSA
under this Agreement. The DSA shall maintain full details pertaining to such personnel employed/ engaged
by the DSA and shall provide it to HOOGMATIC ADVISORY PRIVATE LIMITED, as and when required by
HOOGMATIC ADVISORY PRIVATE LIMITED

6.2 The DSA shall supervise the activities of such sales staff and representatives. It is clearly understood and agreed
that the DSA shall be solely responsible and liable in all respects for its employees/personnel/sales staff
including for any breach violation of the terms contained herein or for any acts of omission orcommission by
them. No responsibility and/ or liability for any such employees and/ or personnel shall attach to
HOOGMATIC ADVISORY PRIVATE LIMITED at any time, including any responsibility and/ or liability for any
payments and claims including wages and benefits of such employees, personnel and sales staff. The DSA
shall be solely responsible for payment of remuneration and compliance with applicable labour enactments
with respectto such sales staff and representatives.

7. Loan Lenders CRM 1 DSA TO COMPLY WITH LAW AND INSTRUCTIONS OF HOOGMATIC ADVISORY PRIVATE LIMITED –

7.1 The DSA shall always act in conformity with all applicable laws, rules and regulations and all instructions,
(general, specific or special) as and when provided to the DSA by HOOGMATIC ADVISORY PRIVATE
LIMITED These instructions may be amended, added, modified or revised by HOOGMATIC ADVISORY
PRIVATE LIMITED from time to time and shall be communicated to the DSA who shall comply with
them. It shall be the responsibility of the DSA to convey the instructions/ guidelines and the
amendments, additions, modifications, revisions as the case may be to its employee, staff and
personnel and ensure that they are strictly adhered to.

7.2 The DSA and its staff, employee and personnel shall always act strictly as per law and without violating
any law and secure the best interest of HOOGMATIC ADVISORY PRIVATE LIMITED If he or she or they so
desire they may seek further clarifications from HOOGMATIC ADVISORY PRIVATE LIMITED on all or any
particular matter or transaction.

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8. INTELLECTUAL PROPERTY RIGHTS OF HOOGMATIC ADVISORY PRIVATE LIMITED –

8.1 All intellectual property rights, including without limitation trademarks, trade name, service marks, logo,
copyrights, advertising copy, material, graphics, software etc., will remain the sole property of
HOOGMATIC ADVISORY PRIVATE LIMITED On a case to case basis, HOOGMATIC ADVISORY PRIVATE
LIMITED may, at its absolute discretion, permit the use of its name and logo on the business cards and
other stationery materials used by the DSA. However, the usage of HOOGMATIC ADVISORY PRIVATE
LIMITED’s name and logo shall be solely for the purposes described in this agreement and will be subject
to express prior written approval of HOOGMATIC ADVISORY PRIVATE LIMITED and on the terms stipulated
by HOOGMATIC ADVISORY PRIVATE LIMITED It is specifically made clear to the DSA that such usage of the
name and logo by the DSA shall not create any right, title or interest in respect of the name, logo or
intellectual property in favour of the DSA.

8.2 The Associate shall not:

8.2.1 do or omit to do any act or thing which may in the opinion of HOOGMATIC ADVISORY PRIVATE
LIMITED bring the name of HOOGMATIC ADVISORY PRIVATE LIMITED or their logo/brand image
into disrepute or which may damage, conflict with or is detrimental to the interests of
HOOGMATIC ADVISORY PRIVATE LIMITED;

8.2.2 make statement, representation or claim and shall give no warranty to any person in respect of
the products save as may be specifically authorized in writing HOOGMATIC ADVISORY PRIVATE
LIMITED;

8.2.3 at any point of time collect cash /instruments from the prospective customers of HOOGMATIC
ADVISORY PRIVATE LIMITED or represent HOOGMATIC ADVISORY PRIVATE LIMITED in any form
whatsoever.
8.2.4 The DSA shall use the letter-head, invoices, signs boards, signage, display materials, literature and
other items (collectively “Materials”) containing the name and logo of HOOGMATIC ADVISORY
PRIVATE LIMITED only as approved in writing by HOOGMATIC ADVISORY PRIVATE LIMITED and
only in connection with this Agreement. Immediately upon termination of this Agreement, DSA
shall desist from using such Materials and return to it to HOOGMATIC ADVISORY PRIVATE
LIMITED forthwith.

9. PROHIBITION OF USING PHYSICAL FORCE OR CAUSING INJURY TO PERSONS OR PROPERTIES -

Notwithstanding anything to the contrary contained elsewhere in this Agreement or any instructions/
guidelines given by HOOGMATIC ADVISORY PRIVATE LIMITED in respect of any type of work/ assignment/
case that may be referred to by HOOGMATIC ADVISORY PRIVATE LIMITED to the DSA under this
Agreement, the DSA, their personnel/ employees or any other person acting on behalf of or at the behest
of the DSA shall not use any physical force and/ or cause injury either to the customer(s) of HOOGMATIC
ADVISORY PRIVATE LIMITED and/ or to any other person or property during the course of the execution
of any obligation/ job/ task/ work referred to the DSA for any reason whatsoever including any provocation
by any person.

10. DOCUMENTS TO BE RETURNED BY DSA ON THE EVENT OF TERMINATION –

In the event of termination of this Agreement in accordance with the provisions of this Agreement by either
party for any reason whatsoever, the DSA shall forthwith return to HOOGMATIC ADVISORY PRIVATE
LIMITED all Materials, documents/ papers/ monies/ authorization letters/ properties of HOOGMATIC
ADVISORY PRIVATE LIMITED The DSA shall be responsible and liable for any loss or damages caused by
not returning Materials or documents/ papers/ monies/ authorization letters/ properties of HOOGMATIC
ADVISORY PRIVATE LIMITED forthwith on termination of this

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11. INSPECTION AND OFFICE SPACE –

HOOGMATIC ADVISORY PRIVATE LIMITED or its duly authorised representatives shall be entitled to enter
upon the office premises of the DSA at all reasonable times during the working hours of the Office of the
DSA for viewing, obtaining and inspection of the records in the office premises. The DSA shall provide office
space and furniture and make available records to HOOGMATIC ADVISORY PRIVATE LIMITED for use by
any officer or authorised representative of HOOGMATIC ADVISORY PRIVATE LIMITED at all times during
the tenure of this Agreement.

12. Non Exclusivity -

The DSA understands and hereby acknowledges that this Agreement entered into between HOOGMATIC
ADVISORY PRIVATE LIMITED and the Loan Lenders CRM 1 DSA, Hoogmatic Advisory private limiteddoes
not give any exclusive rights to Loan Lenders CRM 1.

13. RELATIONSHIP –

13.1 This Agreement shall be governed by the specific provisions to the agency as laid down in the Indian
Contract Act and nothing contained in this Agreement or any instructions/ guidelines that may be issued
by HOOGMATIC ADVISORY PRIVATE LIMITED from time to time shall be construed to create any
relationship of joint venture, partnership, Master and Servant or Employer and Employee as between
HOOGMATIC ADVISORY PRIVATE LIMITED on the one hand and the DSA on the other or between either
party hereto and the employees/staff/personnel of the other party. The parties understand clearly and
agree that this Agreement covers only specific jobs to be carried/ performed by the DSA.

13.2 The DSA and its/his/her Personnel/employee/staff shall not be entitled by act, word, deed or otherwise to
make any statement on behalf of HOOGMATIC ADVISORY PRIVATE LIMITED nor in any manner to bind
HOOGMATIC ADVISORY PRIVATE LIMITED or to hold out or represent that the Associate / the Personnel
is acting as an employee of HOOGMATIC ADVISORY PRIVATE LIMITED The activities of the Associate and
the Personnel shall not be construed to be that of HOOGMATIC ADVISORY PRIVATE LIMITED

13.3 The DSA undertakes to ensure that its/his/her Personnel/employee/staff will have no claim whatsoever
against HOOGMATIC ADVISORY PRIVATE LIMITED and shall not raise any industrial dispute either directly
or indirectly, with HOOGMATIC ADVISORY PRIVATE LIMITED in respect of any of their service conditions
or otherwise.

14. INDEMNITY –

14.1 The Value Plus DSA shall indemnify HOOGMATIC ADVISORY PRIVATE LIMITED and keep HOOGMATIC
ADVISORY PRIVATE LIMITED fully indemnified and harmless against any loss, claim, action, proceeding,
damages, expense or cost that any customer or any other person whomsoever may make against
HOOGMATIC ADVISORY PRIVATE LIMITED in respect of any breach, violation, act of omission or
commission by the DSA or its employee(s), staff, personnel or representative(s) under this Agreement and/
or any instructions that may be given by HOOGMATIC ADVISORY PRIVATE LIMITED to DSA.

14.2 The DSA shall indemnify and keep HOOGMATIC ADVISORY PRIVATE LIMITED fully indemnified and
harmless against any loss, action, proceeding, damages, expense, cost, claim for damages that any
customer or any other person whatsoever may make against HOOGMATIC ADVISORY PRIVATE LIMITED
Or
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even that which Hoogmatic Advisory private limitedmay suffer by reason of misuse by
DSA or itspersonnel/staff/employee of the authority given to the DSA hereunder.

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15. CONFIDENTIALITY –

15.1 The DSA shall maintain all data, facts and information which the DSA and/or its/his/her Personnel/
employee/ staff may come to know or receive under this Agreement, whether orally or in writing or
electronic form, in strict confidence and shall not disclose it to any person, individual or entity. Confidential
Information shall mean all information relating to HOOGMATIC ADVISORY PRIVATE LIMITED, its, affiliates,
products and services etc., which is not in the public domain. All communications between the parties or
any of them and all information and other material supplied to or received by or sent by the DSA from or
to HOOGMATIC ADVISORY PRIVATE LIMITED and/ or anyinformation concerning the business transaction
coming to the knowledge of the DSA and/ or the confidential relationship between HOOGMATIC
ADVISORY PRIVATE LIMITED and the DSA under this Agreement shall be kept confidential by the DSA and
by the employee, staff, representative, personnel and any other person engaged by the DSA, unless it is
absolutely essential for the DSA to disclose them with the prior specific approval of the Bank.

15.2 The DSA undertakes and will ensure that its/his/her Personnel/ employee/ staff undertakes that the
Confidential Information shall be kept secret at all times and shall not be disclosed at any time, in whole
or in part, to any person or used for any purpose other than strictly for the performance of the DSA’s
obligations hereunder, that it / they shall take all necessary action to protect the Confidential Information
against misuse, loss, destruction deletion and alteration and shall limit access to the Confidential
Information to only such of its/his/her Personnel/ employee/ staff who need to know the same to fulfil the
DSA’s obligations.
15.3 The DSA irrevocably agrees and undertakes that it shall not and ensure that its
Personnel, employee or staff shall not:

15.3.1 make or have made nor retain any copy or record howsoever created (including duplicate copy,
photocopy, facsimile, magnetic copy, etc.) of any of the Confidential Information disclosed or
submitted other than as may be required for the performance of the DSA’s obligations under
this Agreement;

15.3.2 use or permit the use of the Confidential Information in any way which may be harmful to or
against the best interests of HOOGMATIC ADVISORY PRIVATE LIMITED or its customers;
15.3.3 Commercially exploit the Confidential Information nor use the Confidential Information for
economic or other benefits, either directly or indirectly.

15.4 The DSA hereby agrees to notify HOOGMATIC ADVISORY PRIVATE LIMITED promptly of any unauthorized
or improper use or disclosure of the Confidential Information.

15.5 DSA shall ensure to forthwith inform HOOGMATIC ADVISORY PRIVATE LIMITED in the event any of its
staff, employee, personnel or representative is transferred, shifted or changed or if the
employment/services of such staff, employee, personnel or representative is terminated.

15.6 The DSA hereby unconditionally undertakes and shall ensure that its Personnel, staff and employees, not
to disclose or publish the existence of the terms or conditions of this Agreement to any third party unless
such disclosure or publication is strictly required by law.

16. CONSEQUENCES OF FRAUD/BREACH –

The DSA hereby acknowledge that in the event of any fraud, misrepresentation, gross negligence, wilful
misconduct and violation of any provision of this Agreement on the part of DSA, then in such case
HOOGMATIC ADVISORY PRIVATE LIMITED shall recover the amount of loss and damage that HOOGMATIC
ADVISORY PRIVATE LIMITED or its associate bank may suffer as a result of above activities from the
DSA/Associate Partner.

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 Nothing contained herein shall restrict the rights of HOOGMATIC ADVISORY PRIVATE LIMITED to pursue
any other remedy at law or in equity with respect to such activities. The DSA/ Associate shall be entirely
responsible for any wilful fraud or misrepresentation.

17. ASSIGNMENT -

The DSA shall not assign any of her/his/its rights and obligations hereunder to any person or party without
the explicit prior written consent of HOOGMATIC ADVISORY PRIVATE LIMITED in this regard.

18. NOTICE IN WRITING -

parties in this regard. This Agreement

supersedes all prior agreements, understanding and negotiations, whether oral or written between the parties
hereto in respect of the subject matter hereof.

22. TERMINATION -

22.1 This Agreement if not renewed shall stand terminated on the expiry of the tenure of this Agreement as
specified under clause 2 hereof , unless the term has been extended for further period(s) by mutual
consent of the parties hereto by giving one month's notice in writing prior to the expiry hereof or earlier
termination hereof as hereinafter provided.

22.2 This Agreement may be terminated by either party at any time by issuing to the other party, thirty days’
notice+ in writing with proper & valid reasons.

Provided however, any rights and/ or obligations including any obligation to make payment/s that may
have become due, of both parties prior to the date of receipt of the notice of termination of this
Agreement by HOOGMATIC ADVISORY PRIVATE LIMITED shall not be prejudiced and such rights and
obligations shall be enforceable in spite of the termination of this Agreement.

23. HOOGMATIC ADVISORY PRIVATE LIMITED may terminate this Agreement immediately at any time
hereafter on the happening of any one or more of the following events:

a) The DSA becoming incapable of carrying out the terms of this Agreement or its duties
hereunder;
b) The DSA becoming bankrupt or make composition with its Creditors or go into liquidation either
voluntary or Compulsory, or should its position at any time be such that. In the opinion of
HOOGMATIC ADVISORY PRIVATE LIMITED it is inexpedient for the DSA to Continue to act as direct
selling associate;
c) Any execution or injunction being levied or ordered upon the DSA's goods or property.

d) The DSA or any of its staff, employee, personnel or Representative committing a violation or
breach of any of the Terms and conditions stipulated in this Agreement.

e) The DSA misrepresenting HOOGMATIC ADVISORY PRIVATE LIMITED or it's banking partners
or do any such act or deed which isdetrimental to the interest of HOOGMATIC ADVISORY
PRIVATE LIMITED or it's banking partners.
DSA shall be solely responsible for the conduct, acts of omission or commission of its staff, employee, personnel
or representative.

24. CONSEQUENCES OF TERMINATION -

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 24.1 Upon the termination or expiration of this agreement for any reason, the DSA shall:

1. Immediately cease to operate as DSA and not hold itself in any way as Direct Selling Associate of
HOOGMATIC ADVISORY PRIVATE LIMITED, and refrain from any action that would or may
indicate any relationship between it and HOOGMATIC ADVISORY PRIVATE LIMITED

2. Return to HOOGMATIC ADVISORY PRIVATE LIMITED, forthwith all Material, documents,

confidential information, statements and all other property of HOOGMATIC ADVISORY
PRIVATE LIMITED
24.2 The expiration or termination of this Agreement shall be without prejudice to the accrued rights of
Exuberant Systems Private Limited.
25. ARBITRATION AND JURISDICTION -

25.1 All disputes and / or claims and / or questions whatsoever which shall arise during the continuance of this
Agreement or afterwards either between the parties hereto or their respective representatives touching
these presents, or the construction or application thereof, or any clause or thing herein contained, or any
account or liability between the parties hereto, or as to any act, deed or omission of any party hereto in
any way relating to these presents, shall be referred to arbitration to be conducted in accordance with the
rules of arbitration and conciliation of the Arbitration and Conciliation Act, 1996 or any law pertaining to
domestic arbitration as prevailing and in force at the time of such dispute/claim or question. The
proceedings of such arbitration shall be held at Delhi.

25.2 All legal proceedings shall be subject to the exclusive jurisdiction of the Courts at Delhi.

26. SEVERABILITY -

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

27. COUNTERPARTS -
This Agreement has been signed in as many counterparts as are necessary, each of which shall be deemed
to be an original.

28. HEADINGS

The headings herein are included for convenience of reference only and shall be ignored in the construction
or interpretation hereof.
CODE OF CONDUCT, ETHICS AND BUSINESS PRINCIPLES FOR VALUE PLUSDIRECT SELLING ASSOCIATES OF
“HOOGMATIC ADVISORY PRIVATE LIMITED”

The purpose of this Code is to emphasize the sense of responsibility among DSAs of HOOGMATIC ADVISORY
PRIVATE LIMITED, and among their sales staff/ representation and to encourage the highest level of ethical
business conduct among all participants in the direct selling industry.
DSA must adhere to strict Codes of Conduct in their dealings with consumers and their representatives, sales staff
and independent sales contractors. These provisions include:

1. DSA and its sales staff/ representatives shall commit themselves to the high standards of ethical conduct
and standards in their dealings with consumers and shall abide by the spirit and letter of this code. DSA
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 shall conform to the principles of fair competition as generally accepted in business and law, particularly
concerning:

The methods and approach used to market HOOGMATIC ADVISORY PRIVATE LIMITED’s products
and services as agreed with HOOGMATIC ADVISORY PRIVATE LIMITED; Themethods of
presentation and demonstration of the product and services

The information on the product to be given to the customer.

The methods and approach used to recruit sales staff, their efforts and obligations to
train and educate;
Their sales staff;
Their general approach to and treatment of customers in the direct selling industry.

2. DSA shall not engage in any deceptive, fraudulent, unlawful, illegal or unethical practice. DSA shall ensure
that no statements, promises or testimonials are made which are likely to mislead HOOGMATIC
ADVISORY PRIVATE LIMITED / customers.

3. DSA shall truthfully identify themselves, their company, the products and services of
HOOGMATIC ADVISORY PRIVATE LIMITED and thepurposes of their solicitation to the
prospective customer.

4. The terms of the offer of products or services by the DSA shall be clear, so that the customer may know
the exact nature of what is being offered and the commitment involved in the availing or accepting the
offer and, in particular, DSA shall be accurate and truthful as to any representation or offer made. DSA shall
make every effort to assist the customer to evaluate the nature of the products and services. DSA shall be
organized and operated so as not to:

Create confusion in the mind of the customer, or Abuse the trust of the customer, or
Exploit the lack of experience and knowledge of the customer.

5. DSA shall give sufficient time for the customer to read the entire contract form thoughtfully and without
harassment. Where DSA sales staff notice the consumer has difficulty understanding the real meaning of
clauses in the contract or of any aspect of the offer or sale in general, they shall, wherever possible provide
the required explanations, or allow the consumer time to obtain other assistance for proper understanding
prior to the signing of the order or contract. The demonstration or explanation of the product shall, as far
as possible, be responsive to the needs of the individual consumer.

6. DSA shall not make statements nor condone statements, by inaction or otherwise, of any of its customers
that contain false, misleading, unwarranted or exaggerated claims, either directly or by implication. For
example, if a competitor’s name or product is used, it shall be used only in the context of a factual
comparison and significant terms of value.

7. DSA shall not be intrusive and shall respect the privacy of the customers. Contact (whether personal orby
telephone) with the customer shall be made in a reasonable manner and during reasonable hours to avoid
intrusiveness. A contact, demonstration or presentation shall be discontinued immediately upon the
request of the customer. The right of the customer to refuse further discussion shall be scrupulously
respected. DSA shall abide by the code of conduct for DSA as attached hereto.

8. To guide DSA’s sales staff or representatives in dealing with the consumer, and with each other, DSA
shall make available to their sales staff or representative the Code of conduct. DSA shall ensure that each
of its sales staff or representatives becomes familiar and complies with the contents of these Codes.

9. In the event any customer shall complain that the sale staff or representative of the DSA offering the
products or services of HOOGMATIC ADVISORY PRIVATE LIMITED has engaged in any improper course of

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 conduct pertaining to marketing of the products or services, the DSA shall promptly investigate the
complaint and shall take such steps as it may find appropriate and necessary under the circumstances to
cause the redress of any wrongs which its investigation discloses to have been committed. DSA will be
considered responsible for code violations or breaches by its sales staff or representatives.

10. DSA shall commit to abide by all applicable laws, rules and regulations. Notable among DSA, however, is
the belief that all business dealings must be carried out at a level well above the minimum required by law.
Integrity and customer satisfaction shall be the two most valued objectives of the DSA.
11. DSA or its Sales staff/ representatives shall not do anything or refrain from doing something that would be
detrimental to or against the interest of HOOGMATIC ADVISORY PRIVATE LIMITED
12. A prospect (a prospective customer) is to be contacted for sourcing a Bank related product only under the
following circumstances:
13. When prospect has expressed a desire to acquire a product through HOOGMATIC ADVISORY PRIVATE LIMITED’
Internet site/cell center
/Branch or though the Relationship Manager at HOOGMATIC ADVISORY PRIVATE LIMITED or has been
referred to by another prospect/customer or is an existing customer of HOOGMATIC ADVISORY PRIVATE
LIMITED who has given consent for accepting calls on other products of HOOGMATIC ADVISORY PRIVATE
LIMITED?
14. When the prospect’s name/telephone no/address is available & has been taken from one of the
lists/directories/databases approved by the DSA Manager/Team leader, after taking his/her consent.
15. DSA should not call a person whose name/ number is flagged in any “do not disturb” list made available
to him/her.
16. Telephonic contact must normally be limited between 10:00AM Hrs and 07:PM Hrs. However, it
may beensured that a prospect is contacted only when the call is not expected to inconvenience
him/her.
Calls earlier or later than the prescribed time period may be placed only under the following
conditions.
When the prospect has expressly authorized DSA to do so either in writing or orally.
17. DSA should respect a prospect’s privacy. The Prospect’s interest may normally be discussed only with the
prospect and any other individual/family member such as prospect’s accountant/secretary/spouse,
authorized by the prospect.

18. Calls must first be placed to the prospect. In the event the prospect is not available, a message may be
left for him/her. The aim of the messages should be to get the prospect to return the call or to check for
a convenient time to call again. Ordinarily, such messages may be restricted to:
“Please leave a message that XXXXXX (Name of officer) representing HOOGMATIC
ADVISORY PRIVATE LIMITED called and requested to call back at XXXXXX (Phone
number)”.
19. As a general rule, the message must indicate:
That the Purpose of the call is regarding selling or distributing a bank product of HOOGMATIC
ADVISORY PRIVATE LIMITED,
20. DSA should not –
Mislead the Prospect on any service / product offered;
Mislead the prospect about their business or organization or falsely represent them.
Make any false /unauthorized commitment on behalf of HOOGMATIC ADVISORY
PRIVATE LIMITED for any facility/service.

21. Telemarketing Etiquettes

PRE-CALL
No calls prior to 10:00AM Hrs or post 07:00PM HRS unless specifically requested.

DURING CALL

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No serial dialling elf, its company and its principal Request
No calling on lists unless is permission to proceed
cleared by team leader If denied permission, apologize and politely disconnect. State
reason for the call
I
Always offer to call back on landline, if call is made to a cell number
d
e
Never interrupt or argue
n To the extent possible, talk in the language which is most comfortable to the
t prospect
i Keep the conversation limited to business matters
f Check for understanding of “Most Important Terms and Conditions” by the
y customer if he plans to buy the product
Reconfirm next call or next visit details
i Provide telephone no, supervisor’s name or Bank officer contact details if asked for
t by the customer.
s Thank the customer for his/her time

POST CALL
- Customers who have expressed their lack of interest for the offering should not be
called for the next 3 months with the same offer
- Provide feedback to HOOGMATIC ADVISORY PRIVATE LIMITED on customers who have expressed
their desire to be flagged
“Do Not Disturb”
Never call or entertain calls from customers regarding products already sold. Advise
them to contact the Customers Services Staff of HOOGMATIC ADVISORY PRIVATE
LIMITED

22. DSA must not accept gifts from prospect or bribes of any kind. Any DSA offered a bribe or
payment of any kind by a customer must report the offer to his/her management and HOOGMATIC
ADVISORY PRIVATE LIMITED

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 23. Precautions to be taken on visits/ contacts.
DSA should:
 Respect personal space- maintain adequate distance from the prospect.
 Not enter the prospect’s residence/office against his/her wishes:
 Not visit in large numbers- i.e. not more than one DSA and one supervisor if required.
 Respect the prospect’s privacy.
 If the prospect is not present and only family member/office persons are present at the
time of the visit, he/she should end the visit with a request for the prospect to call back.
 Provide his/her telephone number, supervisor’s name or the concerned bank officer’s
contact details, if asked for by the customer.
 Limit discussions with the prospect to the business – Maintain a professional distance.

24. Appearance & Dress Code

DSA must be appropriately dressed-
For men this means
- Well ironed trousers
- Well ironed shirt, Shirt sleeves preferably buttoned down.

For women this means

- Well ironed formal attire (Saree, Suit etc.,)
- Well-groomed appearance.

Jeans and/or T Shirt, open sandals are not considered appropriate.

Any communication sent to the prospect by the DSA should be only in the mode and format approved in
writing by HOOGMATIC ADVISORY PRIVATE LIMITED

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the
day and year first hereinabove written.
SIGNED AND DELIVERED by

For Hoogmatic Advisory private limited (HOOGMATIC ADVISORY PRIVATE LIMITED) }

Mr. NITIN JOSHI - CEO }

SIGNED AND DELIVERED by the DSA

1. . }

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