Xtranet Bpo PVT LTD - Msa - October 14,2025

Document ID: TI101AC241 Stamp Sr. No.
: W 651241
MASTER SERVICE AGREEMENT
This Agreement is entered into on this October 15, 2022 at Gurgaon, BY AND BETWEEN:
SBI CARDS AND PAYMENT SERVICES LIMITED, registered as a public limited Company under
the Indian Companies Act, 2013, having its registered office at UNIT 401 & 402,4TH FLOOR,
AGGARWAL MILLENNIUM TOWER, E 1,2,3, NETAJI SUBHASH PLACE, WAZIRPUR,
NEW DELHI – 110034 and its Corporate office at 2nd FLOOR, TOWER B, DLF INFINITY
TOWERS, DLF CYBER CITY, DLF PHASE 2, GURGAON-122002, HARYANA, (hereinafter
referred to as the “SBI CARD” or “COMPANY” or “SBI Card”, which term shall include its affiliates
and successors),
AND
Xtranet Bpo Pvt. Ltd, an entity incorporated under the companies act 1956, having its registered office
at, Z-24, Zone- 1, M.P. Nagar, Bhopal - 462011, Madhya Pradesh (hereinafter referred to as
“Partner” or “Vendor” or “Provider” or” Service Provider”, which term unless it be repugnant to the
context and meaning thereof shall deemed to mean and include its heirs, successors, affiliates,
executors, administrators, authorized representatives and permitted assigns), of the Second Part.
SBI CARD and the PARTNER are hereinafter, where the context so permits, referred to individually as
“Party” and collectively as “Parties”.
WHEREAS SBI CARD is a company inter alia engaged in the business of credit cards and other related
and incidental financial services and products.
AND WHEREAS the Partner has represented that it is engaged in the business of providing specialized
Telecalling and lead generation services to its various customers/clients and has represented to the Company
that it has the necessary licenses, approvals, expertise, staff, infrastructure, business premises and
facilities for performing the functions, services, operations and the obligations under this Agreement in
the most efficient and effective manner.
AND WHEREAS pursuant to various representations, covenants and warranties made by the Partner
and believing the correctness of such representations, SBI CARD has agreed to receive the said Services
on detailed terms and conditions as set out herein below.
AND WHEREAS the Parties further agree that SBI Card Affiliate is also entitled to procure Services under this
Agreement, as mentioned herein below.
NOW THEREFORE, in consideration of the mutual covenants, undertakings and conditions set forth herein
below, and for other valid consideration, the acceptability and sufficiency of which are hereby
acknowledged, the Parties hereby agree and to be legally bound as follows:
1. DEFINITIONS & INTERPRETATIONS
1.1 In this Agreement unless the meaning or context otherwise requires, the following words
And expressions shall have the meaning assigned to them below:
For SBICPSL For Sign & Seal Page 1 of 27
Authorized Signatory Authorized Signatory

Document ID: TI101AC241 Stamp Sr. No.: W 651241
“Agreement” This agreement between SBI CARD and the Partner, any amendment to this
agreement duly executed by the Parties, Annexure/s and Schedules to this agreement and
any amendment thereof duly executed by the Parties (including SBI Card Affiliate).
“Annexure” An Annexure to this Agreement
“Clause” A clause of this Agreement
“Confidential
Information” means Confidential Information as defined in Clause No.14 of the Agreement.
“Customer” A customer or client of SBI CARD
“Data” means a representation of information, knowledge, facts, concepts or instructions

which are being prepared or have been prepared in a formalized manner, and is
intended to be processed, is being processed or has been processed in a computer
system or computer network, and may be in any form (including computer print outs
magnetic or optical media, purged card, purged tapes) or stored internally in the
memory of the computer;
“Service” means services to be provided by Partner to SBI CARD, as per the requirements specified
in the Agreement and/or relevant Statements of Work
“Effective Date” Unless specified otherwise, means and includes the date of execution of this
Agreement.
“Intellec
tu-al
Property
Rights” / “IPR” means any patent, rights in designs, copyright, semiconductor topography right,
trade mark, service mark, business name, logos, symbols and other proprietary
marks, domain name (whether or not in each case, registered or the subject of
application for registration), database right, know-how or any other intellectual
property right or any application for registration of any of the aforesaid whether
existing now or in future in any territory.
“Party” SBI CARD or the Partner and “Parties” shall mean both of them together.
“SBI Card Affiliate” shall mean State Bank of India (hereinafter “SBI”) and any corporation or other
legal entity which directly or indirectly, through one or more intermediaries, is controlled by or is
under the control of SBI. An entity is controlled by SBI when SBI owns or controls, directly or
indirectly, more than fifty (50%) percent of the paid up and issued equity share capital of such entity
or when SBI controls the composition of the majority of the Board of Directors of such entity.

“Schedule” A schedule to this Agreement
“Statement of
Work”/ “SOW” Statement of Work to the Agreement, any amendment thereof, executed or to be
executed by the Parties (including SBI Card Affiliates) by mutual agreement.
“Sub Clause” A sub clause of any clause of this Agreement.
“Term” has the meaning assigned to it under Clause No. 2
1.2. Interpretations:
1.2.1 Reference to a person includes any individual, firm, body corporate, association (whether
incorporated or not) and authority or agency (whether government, semi government or
local)
1.2.2 The singular includes the plural and vice versa.
1.2.3 Reference to any gender includes each other gender.
1.2.4 The provisions of the contents table, headings, clause numbers, italics, bold print and
underlining is for ease of reference only and shall not affect the interpretation of this
Agreement.
1.2.5 The SOWs, Schedules, Annexure/s and Appendices to this Agreement shall form an integral
part of this Agreement.
1.2.6 A reference to any documents or agreements (and, where applicable, any of their respective
provisions) means those documents or agreements as amended, supplemented or replaced from
time to time provided they are amended, supplemented or replaced in the manner envisaged in
the relevant documents and/or Agreement.
1.2.7 A reference to any statute, regulation, rule or other legislative provision includes any
amendment to the statutory modification or re-enactment or legislative provisions substituted
for and any statutory instrument issued under that statute, regulation, rule or other legislative
provision.
1.2.8 Any agreement, notice, consent, approval, disclosure or communication under or pursuant to
this Agreement is to be in writing.
2. COMMENCEMENT & TERM
2.1 This Agreement shall commence from the Effective Date. Parties agree that each SOW will have its
own effective date.
2.2 This Agreement shall be in force for a period of (3) years from the Effective Date October 15, 2022.
and shall remain valid till October 14, 2025. (“Term”), unless terminated by either Party in writing
in accordance with the provisions contained in Clause No. 8 of this Agreement.
2.3 The Parties shall have the right to mutually renew this Agreement in writing, for a further term
(“Renewed Term”) on mutually agreeable terms and conditions.

2.4 Unless terminated earlier in accordance with this Agreement, the Agreement shall come to an end on
completion of the Term specified in the Agreement or on expiration of the Renewed Term (as the
case may be).
2.5 All SOWs existing at the time of termination or expiration of the Agreement shall forthwith expire
on the termination or expiration of the Agreement.
3. SCOPE OF SERVICES
3.1 The Partner shall during the Term of this Agreement in its capacity as an independent Partner and
guided so forth in such capacity by the appropriate
commercial practice, render to SBI CARD (and SBI Card Affiliates) certain Services, more
fully described in the relevant Statement of Work, at sites/locations mentioned therein
(hereinafter collectively referred to as “Territory(s)”). Any
addition/deletion/modification/change/amendment in scope of Service, mutually agreed upon by the
Parties, shall be affected through execution of fresh Statements of Work and /or addendum to the
existing Agreement/SOWs. All the terms and conditions mentioned in this Agreement will be
applicable and binding on the SOW executed pursuant to this Agreement. In case of conflict between
the terms of this Agreement and any SOW, the terms of SOW shall supersede.
3.2 The Parties hereby agree that any SBI Card Affiliate shall be entitled to procure Services from Partner
under the terms of this Agreement by executing a separate SOW. Such SOW shall be executed by the
relevant Service recipient SBI Card Affiliate and the Partner and shall be governed by the terms of this
Agreement. For the purpose of rights, liabilities and obligations of the SOW executing SBI Card
Affiliate, all references of ‘SBI Card’ or ‘SBI CARD’ or ‘Company’ under this Agreement shall be
deemed to mean the respective ‘SBI Card Affiliate’ executing such SOW. The Parties further agree and
confirm that a SOW executed by SBI Card Affiliate shall be a separate agreement between the SBI
Card Affiliate and Partner, and that SBI Card shall not be liable for any breach of the Agreement or
SOW by any SBI Card Affiliate. Additionally, any payments to be made by SBI Card Affiliate under
the SOW shall be made directly by such SBI Card Affiliate to Partner.
3.3 Nothing contained herein shall in any way restrict the right of SBI CARD, either directly or
indirectly, to render services similar to the Services of the kind and nature set forth hereunder
or under any SOW, to its Customers. Further, nothing contained herein shall restrict the right
of SBI CARD to appoint any other contractor or Partner in all or any of the
territories, for provision of similar services, on similar or on any terms and conditions as
SBI CARD may deem fit and proper, which terms and conditions shall be at the exclusive
option of SBI CARD and may even be at variance with the terms and conditions contained
herein. SBI CARD acknowledges and confirms that this Agreement does not exclude or
prevent Partner in its dealing, or entering into any similar or other arrangements,
including for any similar services, with third parties. This Agreement does not confer any
exclusivity of arrangement between SBI CARD and the Partner.

3.4 SBI CARD shall at all times during the Term of this Agreement assess and monitor the Services
provided by Partner and its employee, and Partner shall promptly comply with all instructions
provided by SBI CARD for the performance of Services.
3.5 The Partner shall independently exercise powers and functions of supervision and control over all
its employees/representatives through managers/supervisors employed by the Partner itself.
3.6 The Partner shall at its own cost and expense, obtain all necessary licenses, registrations and
permissions which are necessary to render the Services contemplated hereunder and also submit all
such returns, papers or documents to any government or local authority as may be required by Law
to be obtained or submitted. All taxes, fees, charges and other out-goings incurred or to be incurred
under any Laws shall be at the complete cost and responsibility of the Partner. Any loss or penalty
imposed on account of the failure to adhere to any Laws or obtain any permission from any statutory
authority shall be borne by the Partner, and the Company shall not be liable for any damages or
payments in this regard.
3.7 The Partner shall engage qualified employees/representatives for the purposes of rendering the
Services and ensure that such Services are rendered in accordance with the service standards as
specified by the Company from time to time.
3.8 Partner shall ensure to comply with directions given by RBI in relation to the activities/business of
the Company.
4. REPRESENTATIONS/WARRANTIES
4.1 The Partner hereby represents and warrants that it has the authority, skill, experience, expertise and
resources to render the Services and shall so render the Services in an ethical and bona fide manner
and in compliance with all the applicable Laws and regulations as applicable to the industry in
which Partner operates. The Partner further represents and warrants that it has the authority to
enter into this Agreement and that its obligations herein are not in conflict with its any other
obligations.
4.2 The Partner also represent and warrants that no SBI CARD officer, director, employee or
immediate family member has received or will receive anything of value of any kind from the Partner,
or its officers, directors, employees or agents in connection with this Agreement and that no SBI
CARD personnel have a business relationship of any kind with Partner or its officers.
4.3 The Partner further represents and warrants to SBI CARD as under:
(i) it is duly organized and validly existing under the laws of India;
(ii) the execution and delivery of this Agreement and the performance by it of its obligations under this
Agreement have been duly and validly authorized by all necessary corporate
actions on the part of it. This Agreement constitutes a legal, valid and binding obligation of
the Partner, enforceable against it in accordance with the terms of the Agreement;
(iii) the execution, delivery and performance by the Partner of this Agreement and the acts and

transactions contemplated hereby do not and will not, with or without the giving of notice or lapse
of time or both, violate, conflict with, require any consent under or result in a breach of or default
under:
(a) applicable law as applies to the industry in which Partner operates; or
(b) any order, judgment or decree applicable to it; or
(c) any term, condition, covenant, undertaking, agreement or other instrument to which it is
a party or by which it is bound;
(iv) there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other
proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any
nature made, existing, or pending or, to its best knowledge and belief, whether threatened or
anticipated, which may prejudicially affect the due performance or enforceability of this
Agreement or any obligation, act, omission or transactions contemplated hereunder; and
(v) that it will comply with all applicable laws, regulatory requirements, standards, guidelines and
codes of practice as applicable to the industry in which Partner operates and in connection with the
performance of its obligations under this Agreement and will not do or permit anything to be done
which might cause or otherwise result in a breach of this Agreement or cause any detriment to
the transactions herein envisaged.
4.4 The Partner shall be responsible for complying with all applicable laws and for ensuring that
any personnel of Partner’s affiliates/ contractors engaged by the
Partner comply with all applicable laws, and the terms mentioned herein and the
relevant SOWs, for performing the Services. SBI CARD may notify and required the Partner of any
compliance requirements owing to any new laws, rules regulations and guidelines and /or
amendments/change in existing laws, rules, regulations and guidelines with respect to credit card
business or the Services. However, SBI CARD shall not be responsible for notifying any such change to
the Partner and Partner retains the sole responsibility to comply with all changes to the applicable
law. In the event of any change in law that necessitates change/s in Partner’s operating
method/processes that results in a substantial impact on the charges or any component of the charges
agreed between the Parties under any SOW, the Parties may revise the charges/rates/fee by mutual
agreement in writing.
4.5 Each Party to this Agreement represents and warrants to the other Party that:
(a) it is an entity which has been duly formed and is validly existing and in good standing
under the laws of the jurisdiction where it is formed;
(b) it has all requisite power and authority to execute, deliver and perform its obligations
under this Agreement and each SOW;
(c) the execution, delivery and performance of this Agreement and each SOW (a) has been duly
authorized by its requisite officials, and (b) shall not conflict with, result in a breach
of, or constitute a default under any other agreement to which it is a Party or by which
it is bound;
(d) it is duly licensed, authorized or qualified to do its business and is in good standing in every
jurisdiction in which a license, authorization or qualification is required for the
ownership or leasing of its assets or the transaction of business of the character

transacted by it, except where the failure to be so licensed, authorized or qualified

would not have a material adverse effect on its ability to fulfill its obligations under this
Agreement or any SOW;
(e) there is no outstanding (or, to the best of its knowledge, pending or threatened) litigation,
arbitrated matter or other dispute to which it is a Party that if, decided to it, would reasonably
be expected to have a material adverse effect on its ability to fulfill its obligations under this
Agreement or any SOW; and
(f) it shall materially comply with all laws and regulations applicable to the performance of its
obligations hereunder and shall hold and maintain at all times during the Term of this
Agreement all licenses, authorizations and registrations necessary for and applicable to its
business.
5. ADDITIONAL REPRESENTATION AND WARRANTIES BY THE PARTNER
The PARTNER voluntarily represents and warrants to SBI CARD the following:
5.1 The Partner shall recruit, onboard and provide induction and orientation to all the
employees required to provide /render the agreed Services as per the specifications provided in the
relevant SOWs.
5.2 The Partner further represents and warrants that it shall conduct proper and thorough background
checks for all its employees on the date of joining and that it always complies with all the formalities
associated with recruitment including but not limited to issuance of proper appointment
letters, opening of bank accounts and other incidental joining/onboarding formalities for its
employees. The Partner further represents that it has got efficient recruitment and
attrition management system/s and process/s in place as per the specifications provided in
the relevant SOWs and that it shall replace/recruit suitably competent employees of any
category and class of employees as per the specifications provided in the relevant SOWs in
case of untimely resignation by existing employees from its services to facilitate
uninterrupted provision of Services to SBI CARD. The Partner shall ensure that all of its
employees who are engaged in provision of services to the Company shall have undergone and
cleared thorough background check as per the Partner’s policy
5.3 The Partner further represents that it shall conduct thorough and proper
orientation/training/induction of all its employees for provision of agreed Services to SBI CARD.
5.4 Partner represents and warrants that it shall comply with all the statutory and regulatory compliance
requirements as applicable to the Partner and its employees
including but not limited to statutory and regulatory compliance under all labour
laws/regulations/rules/standing orders/notifications/circulars with respect to, but not limited
to, contract labour, minimum wages, maternity benefits, overtime wages, provident fund, ESI,
gratuity, bonus, leave, professional tax including the contribution to be deposited with
respective authorities in respect of the personnel/employees rendering Services to
SBI CARD.

5.5 The Partner represents and warrants that it has in place robust payroll processing and
management systems.
5.6 The Partner represents and warrants that in order to effectively render the Services
as per the scope, nature and service levels defined herein and in the relevant SOWs, the Partner
voluntarily shall constitute a project team comprising of the structure as mentioned in the SOW.
5.8 The Partner represents that all personnel deployed for rendering Services to SBI CARD shall be
those employees who have a valid contract of employment with the Partner and that such
employees shall not be below the age of 18 years.
6 A. PARTNER’S PERSONNEL
(i) The Partner shall be solely responsible for the employment of personnel /individuals
for the provision of the Services and for discharging all obligations to or in connection with
such employees. Subject to the applicable laws, the Partner shall have absolute
freedom to regulate its man-power requirements, their working hours, working days,
discipline, control and supervision, rate and payment of wages, terms of employment,
provision of amenities perks and benefits. It is expressly agreed that all workmen/employees
deputed for provision of Services under this Agreement shall at all times be the employees of
the Partner or that of its subcontractors, as applicable, and nothing herein shall be
deemed to constitute said workmen/employees as employees of SBI CARD in any manner
whatsoever. The wages, statutory benefits/dues, social security measures and all claims and
dispute thereof shall at all time be the responsibility of the Partner or that of its
subcontractors, as applicable. The Partner shall at all times, hold SBI CARD
indemnified and harmless against any and all claims whatsoever that may be raised against
SBI CARD by the workers and employees of the Partner or that of its
subcontractors, as applicable arising out of breach by Partner of its obligations
under this Clause.
(ii) The Partner shall pay all salaries, wages and statutory benefits to its employees, ensure compliance
of all statutory obligations with reference to employment as applicable
from time to time and be liable for all taxes and withholdings of any nature whatsoever
applicable to the payment of compensation to its personnel. The Partner agrees and
undertakes to file and deposit all statutory returns/dues including but not limited to regular
and timely deposit of taxes, deposit of provident funds, ESI, for its employees. The Service
Partner undertakes to provide true copies of all the challans /receipts of the statutory
returns/dues filed with statutory authorities to SBI CARD every month for the purposes of its
records and the same shall be made available to SBI CARD at any other time on demand.
(iii) It is hereby clarified that SBI CARD shall not reimburse the costs or charges incurred by the Partner
for any consultants, advisors and agents hired by the Partner for
conducting the Partner’s statutory work of any nature or kind. It shall be the sole
responsibility of the Partner that it bears and pays for the costs and charges of all
such consultants, advisors and agents including any person or organization hired for
conducting any proceedings of legal nature before any executive, judicial and quasi judicial
authorities.

iv) Nothing contained herein creates any liability of whatsoever nature on SBI CARD, either express or
implied, whether directly, indirectly and otherwise in anyway to employ or provide
any member of the Partner with employment with or in SBI CARD or otherwise, in
any capacity or at any time whatsoever and that SBI CARD will have no liability either expressed or
implied, to pay or provide the Partner or its personnel or any other
person connected with the Partner with any form of compensation, gratuity and/or
remuneration whatsoever other than payment connected with the Services of the Partner as an
independent contractor and the Partner shall make no claim at any
point of time during the Term of this Agreement or at any time thereafter for any
compensation for illness, accident, injury, disability or death arising out of any activities connected
with provision of Services to SBI CARD or otherwise and SBI CARD shall not be
liable for any such claims. The Partner agrees and undertakes to communicate this
to its employees and also specifically explain the implication of this clause to all its employees who
are entrusted by it to perform Services under this Agreement.
v) Partner shall, at all times, indemnify and keep SBI CARD, its offices, employees, representatives,
consultants and agents harmless from any claims, losses, damages or costs arising due to breach of
this clause by Partner.
B. COMPLIANCE WITH LAWS

At all times, the Partner shall fully comply with applicable laws, ordinances,
regulations, rules and orders/notifications/circulars/standing orders of the land, in
performances of the Services including procurement and renewal of licenses, registration,
permits, and certificates and payment of taxes wherever required at its own expenses including on
matters pertaining to operation and implementation of Micro Small and Medium Enterprises
Development Act, 2006 and any related provisions thereto and various Master Circulars and
Directions issued by Reserve Bank of India from time to time related to Credit Card Industry. The
Partner shall also ensure to register, obtain licenses (as applicable) and permissions from the relevant
Government / regulatory authorities for managing/running tele-calling setup and comply with the
provisions and requirements of the provisions, guidelines and regulations of TRAI from time to time
and all the relevant Labour Laws including but not limited to
the Contract Labour (Regulation and Abolition) Act, 1970 and rules made thereunder, Child Labour
(Regulation and Prohibition) Act, 1986, Employees provident fund and miscellaneous provisions Act,
1952, Employees State Insurance Act, 1948and rules made thereunder Maternity Benefit Act, 1961 and
rules made thereunder Minimum Wages Act, 1948 and rules made thereunder, Payment of Bonus Act,
1965 and rules made thereunder, Payment of Gratuity Act, 1972 and rules made thereunder, Payment of
Bonus Act, 1965 and rules made thereunder, Payment of Wages Act, 1936 and rules made thereunder,
Payment of Bonus Act, 1965 and rules made thereunder and relevant Shops and Commercial
Establishment Act and rules made thereunder, Payment of Bonus Act, 1965 and rules made thereunder
for all its office locations and will provide the Services in full compliance with all laws, ordinances,
regulations, rules and order of the land. The Service Partner also shall send details of these
registrations/licenses/certificates to SBI CARD every month. Partner shall during the Term of this
Agreement not make any improper payments and comply with local laws relating to anti-bribery or
corrupt practices.

7. QUALITY
While performing Services under this Agreement, the Partner and its employees,
agents, consultants, representatives shall ensure that its business and activities are
conducted in such a manner that the reputation, standing, status and goodwill of SBI CARD
is in no way adversely affected or compromised under any circumstances. The performance
of the Services shall be of the standard and quality and strictly in accordance with the
Service description/s mutually agreed as set forth in relevant SOWs appended to this
Agreement. If at any time during the course of present engagement, SBI CARD feels that the
Services are not being performed at a suitable and satisfactory level, at the instance of
SBI CARD or otherwise, the Partner shall immediately take suitable steps to remedy
the defects. The Partner shall provide SBI CARD with up-to-date information
relating to all activities undertaken by it for SBI CARD and shall submit periodic written
reports as SBI CARD may reasonably require from time to time.
8. TERMINATION
8.1 SBI CARD may terminate this Agreement/ any SOW by giving a clear notice of 30 (thirty) days in
writing to the Partner. In the of event of any termination on such prior date, SBI CARD shall clear all
outstanding invoices relating to the Services already rendered and agreed upon by SBI CARD and
raised by the Partner. In the event of such whole or partial termination by SBI CARD, SBI CARD shall
pay to Partner all dues including service fee as applicable under all SOW(s) through the date of
termination. It is hereby clarified that the Partner shall continue to be liable and responsible for meeting
all the agreed
service levels for performance of Services through the date of termination.
8.2 In addition to the provisions contained in Clauses 8.1 above, either Party may terminate this
Agreement forthwith by written notice without prejudice to any accrued right or remedy of either
Party if:
(i) the other Party commits a material breach of this Agreement which, in the case of a breach
capable of remedy shall not have been remedied within thirty (30) days of the receipt by
the other of a notice from the innocent Party identifying the breach in sufficient detail and
requiring its remedy provided however that in case of a breach that can not be remedied,
the 30 days notice as mentioned above will not be required and the Agreement can be
terminated with immediate effect; or
(ii) an order is made or a resolution is passed for the winding up of the other Party, or
circumstances arise which entitle a court of competent jurisdiction to make a winding-up
order of the other Party; or
(iii) the other Party is unable to pay its debts as they ordinarily fall due; or
(iv) the other Party enters into compulsory or voluntary liquidation (other than for the purpose
of effecting a reconstruction or amalgamation in such manner that the company resulting
from such reconstruction or amalgamation is a different legal entity and agrees to be bound
by and assume the obligations of the relevant Party under this Agreement); or
(v) the other Party compounds with or convenes a meeting of its creditors or has a receiver or

manager or an administrator or administrative receiver appointed or has

passed a resolution for its winding up or has a petition presented to any Court for its
winding-up or for an administration order or ceases for any reason to carry on
business; or
(vi) the other Party ceases or threatens to cease to trade; or
(vii) the other Party commits or is alleged to commit an act of fraud or any other criminal act
for which is subject to criminal proceedings / investigation. It is hereby clarified that in the
present context the term ‘other Party’ shall also include any director, agent, related party or
affiliate of such party.
(vii) any conflict of interest with the other Party.
8.3 Notwithstanding anything contained herein above, the SBI CARD shall be entitled to terminate this
Agreement/ SOW with immediate effect where in the reasonable opinion of the SBI CARD, the
Partner or any of its officials, employees or representatives indulge in any unfair practice or violate
the integrity policy of the SBI CARD or do anything detrimental to the interest of SBI CARD. In this
regard, opinion and decision of the SBI CARD shall be
final and binding.
8.4 The termination of this Agreement howsoever arising will be without prejudice to the rights and duties
of either Party accrued prior to termination. The clauses in this Agreement which
expressly have effect after termination will continue to be enforceable notwithstanding
termination.
8.5 Following discontinuance, cancellation, expiration or termination of this Agreement (“Wind-

Down Period”), the Parties will agree an implementation plan for the Wind Down Period for
Partner to either work with SBI CARD or SBI CARD’s new vendor to effect a
smooth transition and continuation of services similar to the Service and/or transfer of any of
the SBI CARD data, information, documents, SBI CARD Materials and Deliverables to
SBI CARD in order to allow SBI CARD to arrange for alternative service(s) and storage.
Partner shall return or certify in writing the destruction of all SBI CARD data,
information, documents, materials and deliverables upon termination of this Agreement as
per instructions from SBICPL. For the avoidance of doubt, SBI CARD agrees to pay Service
Partner charges/ fee as applicable for the services provided by the Partner during
the Wind down Period.
8.6 Partner agrees, to provide to the SBI CARD reasonable termination assistance to facilitate the transfer
of the Services to the SBI CARD or a third party, at SBI CARD’s request, in a manner that minimizes
interruption to the Services and adverse effect to SBI CARD. For the avoidance of doubt, Partner shall
not be required to disclose or share any of its Intellectual Property Rights or other proprietary material
with the SBI CARD or any third party successor of Partner.
9. SERVICE OF NOTICES
9.1 Any notice or request or correspondence to be given or made to shall be in writing and
addressed as follows:
The designated correspondence addresses of the parties are:

If to the Company: If to the Partner:

SBI CARDS AND PAYMENT SERVICES Xtranet Bpo Pvt. Ltd.
LIMITED
UNIT 401 & 402,4TH FLOOR, AGGARWAL
MILLENNIUM TOWER, E 1,2,3, NETAJI Z-24, Zone- 1, M.P. Nagar, Bhopal - 462011,
SUBHASH PLACE, WAZIRPUR, NEW Madhya Pradesh
DELHI – 110034
9.2 Notice/ any communication issued to either Party shall be deemed to have been served after
5 (five) working days in case the same was sent by registered post and after 1 (one) day if
transmitted via email, to all concerned in the Agreement.
10. FACILITATION
10.1 In performing the terms and conditions of the Agreement, the Partner shall at all times act as an
independent contractor. This Agreement does not in any way create a relationship of principal and an
agent between SBI CARD and the Partner. The Agreement is being entered into on a principal-to-
principal basis and does not and shall not be deemed to make either Party an agent, partner or joint
venture partner of the other or any analogous relationship. No contention to the contrary will be
raised at any time by either Party.
10.2 This Agreement does not in any way create a master and servant relationship between the personnel of
the Partner and SBI CARD and under no circumstances the Partner’s personnel shall be considered as
personnel of SBI CARD nor shall such relationship be considered to exist.
11. SERVICE FEE

11.1 In consideration of the Services to be rendered, SBI CARD will pay the Partner a service fee, the
mode, manner and other related issues are detailed in the relevant SOW and the same is made an
integral part of this Agreement. It is further agreed between the Parties that the Partner shall raise
separate invoices in accordance with the stipulations contained in each SOW.
11.2 SBI CARD shall ensure that the payment of Service fee is made in accordance with the payment
schedule as applicable to the relevant SOWs.
11.3 The service levels and the penalties shall be as mentioned in relevant SOW.
11.4 SBI CARD shall be entitled to make set off, adjustment of or withhold any amount becoming due
to SBI CARD under this Agreement or any SOW, against any money or amount which has or
may become due or may become due to Partner under any of the clauses of this Agreement/ any
SOW, including indemnification clause. Parties further agree that any amount due to SBI Card
from Partner, in any form or nature, under any SOW executed under this Agreement can be set
off or adjusted by SBI Card against any amount payable by SBI Card under any other SOW.
Partner agrees not to raise any objection to such set off, adjustment or withholding done by SBI
CARD.

12. OPERATING GUIDELINES

12.1 The Partner and SBI CARD agree to abide by the operating guidelines evolved and
commit to discharging its responsibilities as set out, in ensuring that services management is
administratively effective, fair and mutually beneficial. These are set out and detailed in SOW and
are understood to be an integral part of this Agreement.
13. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

13.1 SBI CARD may provide certain information, data, data bases, materials including but not limited to
logos, branding, trademarks, trade name/s, contents, training modules, documents
(“SBI CARD Materials”) to the Partner for the provision of Services contemplated
under this Agreement. Such SBI CARD Materials shall remain the sole and absolute property
of SBI CARD at all times and Partner shall acquire no rights in SBI CARD Materials
except to use SBI CARD Materials as set out in this Agreement for the provision of the
Services under this Agreement only. Additionally, all materials, data, data bases documents,
domain names purchased for SBI CARD and data and contents prepared and/or
customized specifically for SBI CARD by the Partner which is bespoke to SBI CARD
including any amendments, enhancements, changes or additions made on such materials,
documents and data thereto from time to time (“Deliverables”) in relation to or connected
with the provision of Services under this Agreement by Partner shall remain the sole
and absolute property of SBI CARD at all times and Partner shall acquire no rights
in such Deliverables except to use Deliverables as set out in this Agreement for the provision
of the Services. Partner acknowledges that any and all of the Intellectual Property
Rights subsisting in such SBI CARD Materials and Deliverables shall remain the sole property
of SBI CARD. Partner shall not use or permit to use such SBI CARD Material or
Deliverables including the name, trademark or logo of SBI CARD, other than for the purpose
of provision of Services under this Agreement, in any sales, marketing, press release, advertisement or
other publication, and shall not make any public statement relating to
SBI CARD without prior written consent of SBI CARD. However, any SBI CARD Material or
Deliverables shall not include Partner’s Intellectual Property Right, if any provided
under this Agreement and Partner shall retain all right, title and interest in its
products, its marks, its Confidential Information, and all its Intellectual Property Rights
thereto, supplied by the Partner to SBI CARD under this Agreement. Nothing in this
Agreement shall effect a transfer of Partner’s Intellectual Property Rights from
Partner to SBI CARD, or otherwise be construed to confer any license to SBI CARD
under such Intellectual Property Rights, except as expressly set forth in this Agreement or for
the purpose of this Agreement.
14. CONFIDENTIALITY
14.1 Each Party shall keep secret and maintain in strict confidence the other Party’s Confidential
Information (as defined below) and shall protect such Confidential Information with at least

the same degree of care as such Party exercises with its own information, but in no event
less than a reasonable degree of care, provided that Partner may disclose such
Confidential Information to properly authorized persons/entities as and to the extent
necessary for performance of the Services, and SBI CARD may disclose such Confidential
Information to its affiliates, parent entities and group companies or third parties as and to the
extent necessary for the conduct of its business or for the purpose of this Agreement/ any SOW. The
Partner shall isolate, separate and clearly identify and distinguish SBI Card’s Confidential
Information, customer information, documents, records and assets to protect the confidentiality of
the information. Both the Parties agree to limit disclosure of the other Party’s Confidential
Information to individuals who have a legitimate “need to know” about such information.
“Confidential Information” shall mean and include all information, materials and disclosures,
including without limitation documents, data, data bases, papers, drawings, diagrams,
specifications, products, process/s, photographs, business plans, projections, financial statements,
financial analysis, marketing plans, trade secrets, sales information, contact names, contact lists,
product plans, services, training materials, customer data and/or credit cardholder data including
but not limited to personal information/data and sensitive personal data or information,
research data, inventions, technical know-how, prototypes, technology, engineering or
hardware configuration information, software, hardware, hardware and software architectures,
source code, object code and specifications, and strategic directions and other
materials/information or any regulated information, in either tangible or intangible form that
are trade secrets of or proprietary and confidential (including as may be designated at law) to
the Parties or its clients, customers, employees, vendors or suppliers (whether in physical form or
otherwise) disclosed by the Party (“Disclosing Party”) to the other Party (“Receiving Party”) in
connection with this Agreement or any applicable SOW, whether disclosed before, on or after the date
of this Agreement. Confidential Information includes information in verbal, written or machine
readable form. Confidential Information includes information whether or not it is marked as
confidential. Confidential Information shall include any copy, abstract, data, extract, sample, note
or module thereof. Confidential Information includes all information, in any form: (i) that is
furnished to, obtained from, or disclosed to, directly or indirectly, the other Party under this
Agreement whether or not marked or designated in writing in a manner to indicate it is
confidential, restricted, or with a similar designation.
14.2 Confidential Information of a Party shall not:
14.2.1 Be used by the other Party for any purpose other than that of provision or receipt of
the Services under this Agreement, and
14.2.2 Be used except to the extent necessary to satisfy that Party’s obligations under this
Agreement.
No portion of a Party’s Confidential Information shall be sold, assigned, leased, commercially
exploited, or otherwise disposed of by or on behalf of the other Party, its affiliates, authorized
representatives, employees or agents.
14.3 This obligation of secrecy and confidentiality shall not apply to information which:
14.3.1 at the time of disclosure to the Receiving Party is in the public knowledge as
evidenced by printed publication or otherwise; or
14.3.2 After disclosure to the Receiving Party becomes part of the public knowledge through

no fault of Receiving Party;

14.3.3 was in the possession of the Receiving Party at the time of disclosure to it, without
obligation of confidentiality;
14.3.4 After its disclosure to the Receiving Party, was legally received from a third Party who
had a lawful right to disclose such information to it without any obligation to restrict
its further use or disclosure;
14.3.5 Was independently developed by the Receiving Party without reference to, reliance on,
or knowledge of Confidential Information of the Disclosing Party; or
14.3.6 The Receiving Party has received permission in writing from the Disclosing Party to
disclose.
14.4 A Party shall not be considered to have breached its obligations by (i) disclosing Confidential
Information of the Disclosing Party as required to satisfy any legal requirement of a
competent Government entity (including a court order, subpoena, or other valid
administrative or judicial notice), provided that, immediately upon receiving any such request
and to the extent that it may legally do so, the Receiving Party promptly advises the
Disclosing Party of the request prior to making such disclosure. If (absent a protective order,
the receipt of a waiver hereunder, or for any reason) the Receiving Party is nonetheless
legally compelled to disclose such Confidential Information, the Receiving Party may disclose
such Confidential Information without liability hereunder, but will, in doing so make every
effort to secure confidential treatment of any materials disclosed; or (ii) disclosing
Confidential Information to its attorneys, auditors, and other professional advisors in
connection with services rendered by such advisors, provided that such Party has
confidentiality agreements with such professional advisors or such advisors owe professional
confidentiality obligations to the Party.
14.5 In the event of any actual or suspected misuse, disclosure or loss of, or inability to account
for, any Confidential Information of the Disclosing Party, the Receiving Party promptly shall (i)
notify the Disclosing Party upon becoming aware thereof; (ii) promptly furnish to the other
Party full details of the unauthorized possession, use, or knowledge, or attempt thereof, and
use reasonable efforts to assist the other Party in investigating or preventing the
reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of
Confidential Information; (iii) take such actions as may be necessary or reasonably requested
by the Disclosing Party to minimize the violation; and (iv) cooperate in all reasonable respects with
the Disclosing Party to minimize the violation and any damage resulting therefrom.
14.6 The Parties acknowledge and agree that all such Confidential Information in any form, and
any copies and/or extracts thereof, are and shall remain the sole and exclusive property of
the Disclosing Party. Upon the termination of this Agreement or as requested by the
Disclosing Party during the Term of this Agreement, the Receiving Party shall promptly
destroy or deliver to the Disclosing Party all Confidential Information of the Disclosing Party,
provided that each Party may keep such Confidential Information if and as long as required
by any applicable Law or court or Governmental entity order (or as a result of any automatic
electronic archive and back-up procedures) and provided further that a Party shall have no
obligation to destroy any Confidential Information that is subject to a claim, dispute, lawsuit,
or subpoena or in any other circumstances in which such Party reasonably believes that
destruction of such Confidential Information would be unlawful. Subject to the previous, if

Confidential Information is destroyed by the Receiving Party rather than returned to the
Disclosing Party, an officer duly authorized to bind the Receiving Party will provide a written
certification of same to the Disclosing Party. The confidentiality obligations mentioned herein
shall, at all times even after termination or expiration of the Agreement, continue to apply to
any retained information.
14. 7 Partner shall be liable for any breach of the confidentiality obligation by it or any of its employees/
agents/ representatives.”
15. DATA PRIVACY AND SECURITY

15.1 Partner shall, at all times, strictly comply with SBI Card’s ‘Third parties Information
Security Requirements’ policies, as may be mentioned in the SOWs.
16. INDEMNIFICATION
16.1 A) The Partner undertakes to indemnify and keep SBI CARD, its officers, directors, employees or
agents indemnified and hold them harmless against any/all liability, loss,
claims, penalties, costs, damages, actions incurred or suffered by SBI CARD on account of a)
breach of its obligations, provisions, representations and warranties under Clauses 3, 4, 5, 6 , 7, 10, 12,
13, 14, 15, 17, 18, 19, 20, 21, 26, 27, 30 and 31 of this Agreement;
b) any act of fraud, misrepresentation, unauthorized acts by Partner, its employees, affiliates, sub-
contractors and employees of its affiliates and sub-contractors c) misconduct, negligent acts and
omissions directly attributable to Partner, its employees, affiliates,
sub-contractors and employees of its affiliates and sub-contractors; d) breach of its
obligations under this Agreement with respect to compliance with law/s; e) any third party infringement
claim arising from use of any product, service or deliverable provided by Partner; f) any unauthorized
use of SBI Card intellectual property; g) any loss of data or breach of the obligations pertaining to data
privacy and security or protection; h) any claim pertaining to bodily injury/disability/death/
damage including property damage suffered by SBI CARD’s or Partner’s employees or any
third party.
B) The Partner undertakes to indemnify and
keep SBI CARD indemnified and hold it harmless against any/all liability, loss, claims,
penalties, costs, damages, actions incurred or suffered by SBI CARD on account of any adjudication
by any forum/court/tribunal and/or any fine/penalty/fee/charge imposed upon
SBI CARD by any regulator/Government agencies/labour department/s with respect to
employment, non-employment or accidents/injury/disability/death suffered by its employees
in the course of his / her employment, payment of wages and other statutory benefits.
17. DATA PROTECTION

17.1 It is agreed by the Parties that all data, data bases, information and contents provided by SBI
CARD to the Partner and all data, data bases purchased and/or generated for
SBI CARD and data and contents prepared and/or customized specifically for SBI CARD by
the Partner which is bespoke to SBI CARD including any amendments,
enhancements, changes or additions made on such materials, documents and data thereto
from time to time whether held at Partner’s premises and/or systems/servers shall

remain the property of the SBI CARD and that such data, contents and information are
accessible and transferable to SBI CARD upon termination or expiry of this Agreement as
per terms agreed hereunder. This includes any replications or copies thereof made of any
such SBI CARD’s data/materials/deliverables.
17.2 Partner undertakes and agrees that it shall take necessary technical, organizational and security
measures to keep such SBI CARD Data, information and contents secure and
to protect it against accidental loss or unlawful destruction, alteration, disclosure or access.
18. NON-SOLICITATION AND PUBLICATION

During the Term of this Agreement and/or any SOW and for a period of one (1) year following
its termination, cancellation or expiration for any reason, the Parties agree not to directly or
indirectly entice, solicit, divert or hire, or attempt to entice, solicit, divert or hire, any person
employed by the other Party (whether or not such employee is a full-time, contractual or
temporary employee, and whether or not its employment is pursuant to a written agreement,
is for a determined period, or is terminable at will), except with the prior written consent of
the other Party. Provided however, that the foregoing provision will not prevent a Party from
employing any such person who contacts the other Party on his or her own initiative without
any encouragement from a Party, or in response to any general solicitation concerning
available positions, so long as any such solicitation is not targeted specifically at employees
of the other Party.
19. INSPECTION AND RIGHT TO AUDIT

19.1 The Partner shall allow SBI CARD and the Reserve Bank of India (RBI) to inspect its books, records
and accounts by one or more officers or employees or other persons at any time with or without any
prior notice. The Partner shall provide access to and make available to any of SBI CARD/ RBI
officers / employees/ management or internal / external auditors, the necessary records for inspection,
audit and examination, and co-operate to the fullest extent so as to clarify on any activities and shall
take any prompt action as may be required.
19.2 The Partner shall also allow the Reserve Bank of India to inspect any documents, records of
transactions or any other necessary information given by/ received from SBI CARD, which is stored,
accessed or processed by the Partner.
19.3. The Partner shall comply with any and all directions that may be given by the Reserve Bank of India
in relation to the Services being conducted under the Agreement/ SOW.
19.4 Notwithstanding anything contained in this Agreement, Partner shall, at all times, separately and
securely keep complete and accurate records pertaining to this Agreement/ or any SOW, Services
and SBI CARD, its Employee and statutory authorizations and licenses obtained in connection with
the Services. All such records shall be kept by the Partner during the Term of this Agreement and for
a period of 03 (Three) years thereafter, or further extended period as stipulated under any applicable
law/s for the time being in force, and in any event, shall not be destroyed without first having duly,
adequately and timely informed to SBI CARD.
19.5 The Partner shall co-operate with SBI CARD’s internal or external auditor to conduct a proper and
accurate audit. The Partner shall also co-operate in good faith with SBI CARD to immediately correct

any practices/ Services which are found to be deficient as a result of any such audit or inspection,
within a reasonable time.
19.6 SBI Card’s rights to inspect and audit and Partner’s obligation thereto, as mentioned in this clause,
shall also be applicable to the facilities, premises, data, documents etc. of any sub contractor
appointed by Partner for providing Services, as per the terms of this Agreement, and Partner shall
ensure that such sub contractor provides full access to SBI Card or its auditors for undertaking
inspection or audit, as per the provisions of this clause.
20. SUB-CONTRACTING
20.1 Notwithstanding anything contained in this Agreement or SOW, except for services related to
background check, recruitment consultants, consultants hired for any procurements of
hardware of software or third party hired for facilitating the procurement of any premises
under relevant SOW and or related statutory licenses for fulfillment of its obligations under
any SOW, Partner shall not subcontract the performance of any of its obligations/ Services
hereunder without the prior written consent of SBI CARD. Approval of any contractor or
subcontractor by SBI CARD shall not constitute a superseding event or waiver of any right of SBI
CARD to reject work which is not in conformity with the standards set forth in this Agreement
and/or applicable SOWs, and does not constitute nor imply authorization of expenses in excess
of budgets.
20.2 To the extent that Partner subcontracts to third parties any of its obligations set forth in this
Agreement, Partner shall remain fully responsible for such obligations and for all acts or omissions
of its subcontractors or agents. Nothing in this Agreement shall be construed to create any
contractual relationship between SBI CARD and any subcontractor. Further, SBI CARD shall
have no liability or obligation to pay or see to the payment of any money due to any such
subcontractor/s.
21. TAX
A. TDS:
1. All consideration under this AGREEMENT shall be subjected to tax deduction at source (TDS),
if applicable, under the Income Tax Act,1961 at the rates applicable from time to time. If the
Service Provider is exempt from such withholding taxes as a result of exemption or lower
withholding certificate or other reasons, the Service Provider shall provide to SBI CARD a valid
tax exemption / lower withholding certificate obtained from Income Tax Department at a
minimum of one month prior to payment being due.
2. The Service Provider shall furnish its/their Income tax Permanent Account Number (PAN) to
SBI CARD at the time of vendor onboarding activity. In case of a proprietorship concern, the
PAN shall be linked with Aadhaar number of the proprietor in terms of Section 139AA of the
Income Tax Act, 1961. In the event of non-receipt of the PAN/ receipt of PAN non linked with
Aadhaar, SBI CARD will assume that the Service Provider does not have permanent account
number. In aforesaid case, , SBI CARD will be deducting TDS at higher rate as per section
206AA of the Income Tax Act and will not be able to issue the TDS certificate to the Service
Provider.

3. The vendor shall, at the time of onboarding, and every year thereafter, shall submit declaration
in prescribed format to SBI Card providing details of Income Tax Returns filed by them for last
two years. In absence of such declaration, SBI CARD will be required to deduct TDS at higher
rate as per Section 206AB and Section 206CCA of the Income Tax Act, 1961.
4. SBI CARD will issue quarterly TDS Certificate downloaded from Income Tax portal to the
Service Provider. This quarterly TDS Certificate will be issued within the time prescribed under
Income Tax Act. However, SBI CARD will ensure timely deposit of TDS (deducted from the
payments made to the Service Provider) as per the requirements under the relevant and applicable
provisions of the Income Tax Act. No TDS certificate would be issued in case TDS is deducted
u/s 206AA of the Income Tax Act, 1961.
5. SBI CARD would deduct TDS under section 194Q from the invoices to be issued to SBI CARD
against supply of goods accordingly Service Provider should not collect TCS under section 206C
(1H) of the Income Tax Act, 1961.
B. GST:
1. The service provider shall comply with all the compliance requirements under Goods and
Services Tax law. This shall include (but not limited to):
• Issuing invoices as per the prescribed format, containing all the information as is required
for SBI CARD to avail input tax credit basis such invoice
• In case the services are covered under reverse charge mechanism, proper declaration to such
effect shall be provided on the invoices and all the requisite compliances prescribed under
GST law shall be undertaken
• Submission of periodic returns within time lines prescribed under the GST law with
complete and correct details as may be prescribed
• Deposit of tax within the due dates as may be prescribed
• Ensuring that credit note pertaining a Financial Year is issued by 30th June of the next
Financial Year.
2. If any amount of credit, refund or any other benefit is denied or delayed or any penal charge is
imposed on SBI Card due to any non-compliance by the service provider (including but not
limited to the failure to upload or incorrect disclosure of details on the GSTN portal or delay/
failure to deposit tax or due to non-furnishing or furnishing of incorrect/ incomplete documents),
the service provider shall be liable to reimburse the loss incurred by SBI CARD on the aforesaid
account.
22. ESCALATION
22.1 Any feedback, query, grievance pertaining to this Agreement may be posted to the e-mail id being
exclusively created for the purpose of capturing the voice of the esteemed clients of the Partner.
22.2 However depending on the nature of the situation/issue/event, SBI CARD may also contact
the following representatives of the Partner:

Level Contact name Designation Contact details Email id
1 Shiney Sukhbir Director 9893029301 shiney@xtranetindia.com
2 Supneet Kaur Alagh Director 9425600037 supneet@xtranet.in
23. JURISDICTION
23.1 This Agreement shall be governed by and construed in accordance with the laws of India and
the Parties hereby unconditionally submit to the exclusive jurisdiction of the Courts of Delhi and
accordingly by virtue of this Agreement jurisdiction of any other Court is ousted.
24. FORCE MAJEURE

24.1 Neither Party shall be liable to the other for any delay or non-performance of its obligations
hereunder in the event and to the extent that such delay or non-performance is due to an Event of
Force Majeure.
“Events of Force Majeure” shall mean events beyond the control of the Party which occur after
the date of signing of this Agreement and which were not reasonably foreseeable at the time of
signing of this Agreement and whose effects are not capable of being overcome without
unreasonable expense and/or loss of time to the Party concerned. Events of Force Majeure shall
include, but not limited to, war, natural disasters and any other such comparable events not directly
or indirectly caused by the affected Party.
In the event that the delay or non-performance of either Party hereto continues for a period of one
(1) month due to reasons of Events of Force Majeure, then either Party shall have the right to
terminate this Agreement and/or any SOW with immediate effect.
25. DISPUTE RESOLUTION

In the event of any dispute and/or difference which may arise between the Parties in
construing, constructing and assigning any meanings to the terms contained in this
Agreement or the non-fulfillment of any of its terms by either of the Parties, the Parties shall
resolve the same acting in good faith by giving each other a Notice in writing of existence of
all such disputes and/or differences and may accordingly enter into mediation proceedings.
On non-resolution of all or any of such disputes or differences through any of such good faith
negotiations and appropriate mediation proceedings, the Parties shall refer such
disputes/differences/disagreement to arbitration in accordance with the provisions of Indian
Arbitration and Conciliation Act, 1996 or any statutory amendments thereof. The Arbitral
Tribunal shall consist of a Sole arbitrator to be appointed by the mutual agreement of
SBI CARD and the Partner. The Parties hereto mutually agree and confirm that the
arbitration proceedings shall be held in New Delhi and the decisions of the duly appointed
Arbitrator shall be final and binding on the Parties. The language of Arbitration shall be
English.

26. COMPANY POLICIES

26.1 Partner agrees to abide and ensure compliance with the ‘Code of Conduct Guidelines
(“Guide/Guidelines”) as detailed in ANNEXURE A of this Agreement. Partner agrees and
undertakes that in performance of its obligations under this Agreement, it will abide by all
standards and guidelines as laid down under this Policies or Guide and violation of the same
would amount to breach of the terms of this Agreement and could inter alia lead to termination
of the Agreement in terms hereof, without requiring any notice period for cure as aforesaid
Termination Clause in regard to such termination and which may be amended by the Company
from time to time;
26.2 Partner acknowledges that all matters set forth in the ANNEXURE A are regarded by Company
to be an important and essential part of Company’s compliance with laws and regulations.
26.3 Partner agrees that its violation of any of the requirements set forth in the ANNEXURE A,
including without limitation any violation of any applicable Indian law or regulation, will be
grounds for Company to terminate this Agreement, as well as exercise any and all other rights it
may have under this Agreement or as a matter of law.
27. SEVERABILITY
27.1 In the event any one or more of the provisions of this Agreement shall, for any reason, be held to
be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall
be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a
mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to
the intention of the Parties underlying the invalid, illegal or unenforceable provision(s).
28. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER
28.1 No modification, amendment, supplement to or waiver of this Agreement or any of its

provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the
Party against whom enforcement thereof is sought.
28.2 A failure or delay of any Party to this Agreement to enforce at any time any of the provisions of
this Agreement or to exercise any option which is herein provided, or to require at any time
performance of any of the provisions hereof, shall in no way be construed to be a waiver of such
provisions of this Agreement.
29. ENTIRETY OF AGREEMENT

This Agreement together with all SOWs, Annexure/s, Appendices, Exhibits, Schedules, Attachments
and Addenda attached hereto constitute the entire agreement between the
Parties and supersedes all previous agreements, promises, representations, understandings
and negotiations, whether written or oral, between the Parties with respect to the subject
matter hereof.

30. ASSIGNMENT
Unless otherwise approved or agreed in writing, Partner shall not assign, delegate or
subcontract any of its rights or responsibilities under this Agreement to any third party or
entity, and this Agreement may not be involuntarily assigned or assigned by operation of law,
without the express written consent of SBI CARD, which consent shall not be unreasonably
withheld.
In the event there is any change in the constitution, name structure, management or ownership
of the Company, this Agreement along with all the rights and obligations of the Company shall
automatically get transferred, assigned and / or novated in favour of such new, transferee or
restructured entity, as the case may be, upon written intimation of the same to the Partner.
31. SURVIVAL
The right and obligations of the Parties, which by their nature survive termination or completion of this
Agreement including but not limited to Indemnity, Confidentiality, Intellectual Property Rights
obligations, shall remain in full force and effect.
BOTH PARTIES WHEREOF, duly authorized representatives of the parties hereto have duly executed this
Agreement as of the date first above written.
By the within named company, SBI CARDS By the within named company, Xtranet Bpo Pvt.
AND PAYMENT SERVICES LIMITED Ltd. through its authorized representative
through its authorized representative
Name: Name:
Date: Date:

ANNEXURE A
CODE OF CONDUCT AND DECLARATION
Summary of Code of Conduct Guidelines
To
SBI CARD
This is to confirm that we have understood the contents of this SBI CARD’s Code of Conduct Guidelines (“Guide”/
“Guidelines”) for Partner and the same has been explained and understood by us.
Further, we also understand that we are expected to work in close partnership with SBI CARD’s employees so that
our employees can continue to stay compliant and meet the integrity commitments. We shall contact the relevant
key contact person or the Compliance Official if we have any questions about this Guide or require any clarifications
concerning the procedural aspects of providing services to SBI CARD.
These Guidelines shall apply to all Partner, contractors, third parties, consultants etc. representing SBI Card
(collectively referred to as “Partner”). Partner and all third parties acting on their behalf shall also comply with
these Guidelines.
We hereby confirm & undertake the following:
(a) We shall always adhere to the highest standards of honesty and integrity in all contacts, including but not
limited to not offering bribes, kickbacks, illegal political contribution or any other improper payments, on
behalf of SBI CARD and shall conduct our business operations in compliance with the applicable Anti-
Corruption laws and regulations.
(b) We shall not give gifts or provide any entertainment to anyone in the course of our business dealing on
behalf of SBI CARD without prior approval of the SBI CARD’s approving authority and disclosure to
them.
(c) We shall employ only credible and reputable people and firms as SBI CARD’s representatives who
understand and agree to abide by the Guidelines.
(d) We shall comply with all the applicable laws and regulations, including but not limited to the laws that
prohibit money laundering and require reporting of cash or other suspicious transactions.
(e) We shall never acquire, use, manage, maintain or disclose individual information including computer
based information in ways that are inconsistent with applicable privacy and data protection laws,
regulations and protect them as per applicable regulations.
(f) We shall do business with only such third parties who comply with and abide by local and other applicable
laws/legal requirements, regulations and any additional SBI CARD’s standards relating to labor,
environment, health and safety, intellectual property rights and improper payments, etc.
(g) We shall be aware of the specific regulatory requirements of the country and region where the work is
performed and that may affect the SBI CARD business. We shall gain basic understanding of the
regulator(s) and applicable regulatory compliances, and shall report potential issues to SBI CARD that
may lead to regulatory non-compliance.
(h) We shall comply with the applicable laws and regulations and shall be fair and transparent, while dealing
with the external party(ies).

(i) We shall not propose or enter into any arrangements or understanding with a competitor/customer to fix
prices, terms and conditions of sale, costs, profit margins, other aspects of the competition for sales to
third parties, or restrict resale prices, etc.
(j) We shall ensure that all new products, designs or changes are in compliance with all applicable
environmental and health and safety laws, intellectual property rights related laws and regulations.
(k) We shall ensure fair employment practices in respect of all employees, co-workers, consultants and other
business associates as per the industry norms and within the regulatory/statutory purview.
(l) We shall ensure to protect SBI CARD’s IT facilities and assets from unauthorized personnel, theft or
misappropriation during the course of accessing the same.
(m) We shall ensure to screen Customers, Vendors, Agents and Dealers etc. against terrorist watchlists during
the course of business dealing with SBI CARD.
(n) We shall ensure that all activities i.e. business or non-business are always lawful with no conflict of interest
and shall report all related parties relationships, personnel or family relationships, if any with SBI CARD.
(o) We shall protect SBI CARD’s intellectual property, consult in advance before permitting, soliciting,
accepting or using any proprietary information and/or intellectual property of SBI CARD.
We understand that the foregoing standards are subject to modification at the discretion of SBI CARD.
We hereby agree and undertake that we shall promptly inform SBI CARD Senior Management or SBI CARD Legal
Counsel of any possible violation/breach of these Guidelines.
Name of the Prop/ Partner / Director: _________________________
Signature of the owner with rubber stamp ______________________

DECLARATION
To
SBI CARD
This is to confirm that we have understood the contents of SBI CARD’s Code of Conduct Guidelines
(“Guide”/ “Guidelines”) for Partner and the same has been explained and understood by us.
We agree and undertake that in performance of our obligations under any agreement with SBI CARD
we shall not either directly or indirectly, pay, offer or authorize payment for anything of value (either in
the form of compensation, gift contribution or otherwise) to any person (in particular, external parties /
employees), organizations, or political parties, contrary to any applicable laws/regulations.
We hereby confirm that we will use good judgment to avoid any improper payment(s) and ensure that
any business entertainment whatsoever, is/shall be of a lawful, legitimate and decent nature and
permissible by the procedure and business principle of Integrity.
Any third parties (including but not limited to agents, consultants or representatives, etc.), working for
us shall be only reputed persons and shall be required to adhere to the requirements of this
acknowledgement.
We shall avoid any conflict of interest with SBI CARD, and also undertake that each and every person
who is an employee, agent, consultant, or representative of us, will avoid any conflict of interest with
SBI CARD, and, if any person, including any of those mentioned above, is in any way, connected with
the performance of our obligation under any agreement with SBI CARD, then such person will also
ensure avoidance of conflict of interest with SBI CARD and avoid any misuse of SBI CARD’s resources
in whatsoever way including but not limited to any act of any third party.
We hereby agree and undertake that we shall promptly inform SBI CARD Senior Management or SBI
CARD Legal Counsel of any possible violation/breach of these Guidelines.
Name of the Prop/ Partner / Director: _________________________
Signature of the owner with rubber stamp ______________________

APPLICATION FOR ENROLLMENT UNDER THE ELECTRONIC FUND TRANSFER

FACILITY
In support of our application for electronic fund transfer, we are providing the following details as under:
S. Particulars Details
No.
1. Vendor Name (as per bank record) M/S XTRANET BPO PRIVATE
LIMITED
2. Name of the Bank STATE BANK OF INDIA
3. Account Number 33535951635
4. Branch Code NA
5. IFSC Code SBIN0030343
6. Email ID SHINEY@XTRANETINDIA.COM
7. SWIFT Code (applicable only for international NA

payment)
We hereby certify that the details provided in Point Nos. 1 to 7 above are correct, that the bank account
is an account legally opened and maintained by our organization, and that we shall be liable to the
maximum extent possible under applicable law in the event any details provided above are found to be
incorrect.
Note: -Enclosed the hard copies of EFT (Electronic Fund Transfer) and Cancelled Chq with signed
contract.
by the within named Xtranet Bpo Pvt. Ltd. through its

authorized representative
Name: _____________________
Date: _____________________

ACKNOWLEDGMENT & UNDERTAKING
We Xtranet Bpo Pvt. Ltd._having its registered address at Z-24, Zone- 1, M.P. Nagar, Bhopal - 462011,
Madhya Pradesh (hereinafter referred to as ‘Service Provider’).
1) The Service Provider has been providing Lead Generation Services (‘Services’) to SBI Card &
and Payment Services Limited (formerly known as SBI Cards and Payment Services Private
Limited) (hereinafter referred to as “SBICPSL” SBI Card) under the Agreement dated October
15, 2022 (‘Agreement’).
2) The Service Provider acknowledges and undertakes that it is providing the Services through the
‘Premises’ as mentioned under the Exhibit – I to the Acknowledgment & Undertaking.
3) The Service Provider understands that the provisions of the Agreement are applicable on the
‘Premises’ as mentioned under this Acknowledgment & Undertaking.
4) The Service Provider undertakes to inform SBI Card before changing the operations from the
Premises. Also, the Service Provider undertakes to inform SBI Card the address of the new
premises from where the Services will be provided by the Service Provider through a new
‘Acknowledgment & Undertaking’ having the same format.
5) The Service Provider understands that this Acknowledgment & Undertaking shall form part of
the Agreement executed between SBI Card and the Service Provider.
6) The Service Provider confirms the authenticity of all information provided under this
Acknowledgment & Undertaking.
7) The Service Provider warrants indemnifying SBI Card in case SBI Card suffers any loss,
damage, costs, penalty, fine etc. due to the breach of the terms of this Acknowledgment and
Undertaking.
Signed for and on behalf of Xtranet Bpo Pvt. Ltd.
Name – ____________________________
Date - _____________________________
EXHIBIT – I
DETAILS OF THE PREMISES FROM WHICH THE SERVICES ARE BEING PROVIDED BY
THE SERVICE
Address : Z-24, Zone- 1, M.P. Nagar, Bhopal - 462011, Madhya Pradesh

Xtranet Bpo PVT LTD - Msa - October 14,2025

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Document ID: TI101AC241 Stamp Sr. No.

MASTER SERVICE AGREEMENT

1. DEFINITIONS & INTERPRETATIONS

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Authorized Signatory Authorized Signatory

“Annexure” An Annexure to this Agreement

“Clause” A clause of this Agreement

“Customer” A customer or client of SBI CARD

“Data” means a representation of information, knowledge, facts, concepts or instructions

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Authorized Signatory Authorized Signatory

“Schedule” A schedule to this Agreement

“Sub Clause” A sub clause of any clause of this Agreement.

“Term” has the meaning assigned to it under Clause No. 2

2. COMMENCEMENT & TERM

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

transacted by it, except where the failure to be so licensed, authorized or qualified

5. ADDITIONAL REPRESENTATION AND WARRANTIES BY THE PARTNER

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

B. COMPLIANCE WITH LAWS

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

manager or an administrator or administrative receiver appointed or has

8.5 Following discontinuance, cancellation, expiration or termination of this Agreement (“Wind-

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Authorized Signatory Authorized Signatory

If to the Company: If to the Partner:

11. SERVICE FEE

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Authorized Signatory Authorized Signatory

12. OPERATING GUIDELINES

13. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

no fault of Receiving Party;

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Authorized Signatory Authorized Signatory

15. DATA PRIVACY AND SECURITY

17. DATA PROTECTION

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Authorized Signatory Authorized Signatory

18. NON-SOLICITATION AND PUBLICATION

19. INSPECTION AND RIGHT TO AUDIT

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Authorized Signatory Authorized Signatory

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Authorized Signatory Authorized Signatory

• Deposit of tax within the due dates as may be prescribed

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