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Basha Shaik
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 Stamp Ref No: 86AA315572

AGREEMENT FOR APPOINTMENT OF DIRECT SELLING AGENT

This Agreement made on the date on which the Direct Selling Agent has accepted the terms of this agreement
(hereinafter referred to as “Agreement”) between

Piramal Capital & Housing Finance Ltd., (Formerly Known as Dewan Housing Finance Corporation Limited),
having its registered office at Unit No-601, 6th Floor, Amiti Building, Agastya Corporate Park, Kamani Junction, Opp.
Fire Station, LBS Marg, Kurla (West), Mumbai - 400 070, (hereinafter referred to as the “Company”, which expression
shall, unless it be repugnant to the subject or context thereof include its Affiliates, successors and permitted assigns ) of
the ONE PART;

AND

Mr./Ms. ……BASHA SHAIK…….. aged [………52………], son/wife/daughter of………ANWAR SHAIK……, adult

and Indian resident residing at …………………………….. (hereinafter referred to as “Direct Selling Agent”) which
expression shall, unless it be repugnant to the context or meaning thereof, mean and include successors and permitted
assigns, as the case may be) of the OTHER PART [To be used in case the Direct Selling Agent is an Individual] .

OR
……………… a Partnership firm, having its office address at ……D NO 54-10-2508, 3RD FLOOR, ANWAR
MANSION,, 5TH LANE, RTC COLONY EXTENSION, Guntur, Guntur, RTC COLONY, Kothapeta(guntur), Andhra
Pradesh, India, 522001……… represented through its partners Mr./Ms.……….. and Mr./Ms.…………………………..
(hereinafter referred to as “Direct Selling Agent”) which expression shall, unless it be repugnant to the context or
meaning thereof, mean and include successors and permitted assigns, as the case may be) of the OTHER PART [To be
used in case the Direct Selling Agent is Partnership Concern].

OR

…….., a Company incorporated under the Companies Act, 1956/ 2013, and having its registered office at [•],
represented by director 1. …… and 2…………………… (hereinafter referred to as “Direct Selling Agent”) which
expression shall, unless it be repugnant to the context or meaning thereof, mean and include successors and permitted
assigns, as the case may be) of the OTHER PART [To be used in case the Direct Selling Agent is a Company].

Company and Direct Selling Agent are hereinafter also collectively referred to as 'Parties' and individually as 'Party'.

WHEREAS

1. Lender is a housing finance Lender, inter-alia, engaged in the business of providing financial assistance in the
form of various loan products from time to time, including financing auto vehicles to individuals or entities
desirous of acquiring the auto vehicles under diverse finance schemes offered by the Lender “Financial Products
”).;
2. Direct Selling Agent and its affiliates, inter alia, own and operate several online auto classified portals such as
_______________________________, (hereinafter collectively referred to as "Portals") and are inter alia also
engaged in sourcing customers desirous of acquiring the vehicles under various finance schemes, directly or
through its partner/dealer networks.
3. Direct Selling Agent has approached Lender and offered to provide the Lender and its Affiliates, certain services
relating to marketing the Financial Products for used cars (Vehicle) introduced by the Lender and source
business in this regard for its Financial Products under the finance schemes of Lender ("Services").
4. The Direct Selling Agent has represented to the Lender that it is legally entitled to and also has the requisite skill,
knowledge, experiences, expertise, infrastructure and capability to market the Financial Products introduced by
the Lender and source business and also has trained and experienced person(s) having requisite skills, knowledge
to perform the Services in terms of the Agreement and hence is desirous of offering the Lender its services with
respect to the various Financial Products.
5. Relying on the abovementioned representation of the Direct Selling Agent, the Lender has agreed to appoint the
Direct Selling Agent for marketing its/its Affiliate’s Financial Products, source business for the Lender and/or its
Affiliates and provide the Services as detailed in Schedule I hereto on the terms and conditions mentioned
hereinafter.

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NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS & INTERPRETATIONS

1.1. Definitions
All capitalized terms used in this Agreement unless context otherwise so requires, shall have the following
meanings
“Applicable means any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, Government
Laws” Approval, directive, guideline, requirement or other governmental restriction or any decision or
determination by, or any interpretation, policy or administration of any of the foregoing, by any
Government Authority having jurisdiction over the matter in question, whether in effect as of the date of
this Agreement or thereafter;
“Affiliates of shall mean and include any entity that controls, is controlled by, or is under common control with the
the Lender” Lender including but not limited to group companies, associate companies, subsidiary companies of the
Lender ;
“Confidential Of the Lender shall mean and include any non-public information whether or not designated as being
Information” confidential or which under the circumstances surrounding disclosure ought to be treated as confidential.
“Confidential Information” for purposes of confidentiality includes, but is not limited to, the following
types of information and other information of a similar nature (whether or not reduced to writing):
marketing techniques and materials, marketing and development plans, Customer names and other
information related to Customers, information about the employees (including, addresses, phone
numbers, e-mail addresses, and all other information relating to the employees), price list, brokerage
/commission structure, pricing policies and financial information, discoveries, ideas, concepts, software
in various stages of development, drawings, specifications, techniques, models, data, mark-up languages
(HTML, XML), documentation, diagrams, flowcharts, research, development, formulas, computer
programs, processes (both business and technical), technical specifications, data, ideas, inventions,
algorithms, source code, object code, know-how, software listings, schematics and discussions between
the Lender and the Direct Selling Agent. Confidential Information also includes any information
described above which the Lender treats as proprietary whether or not owned or developed by the
Lender. The Confidential Information further includes, without limitation, information relating to the
Lender’s released or unreleased services or products, the marketing or promotion of any of the Lender
Product, Lender’s business policy or practices, and information received from others that the Lender is
obligated to treat as confidential. Confidential Information disclosed to the Direct Selling Agent by an
Affiliate of the Lender shall also be considered as Confidential Information. Further, all of the Lender’s
financial projections, data and other related information and documents (including any verbal indication)
as well as results and conclusion arising from the scrutiny process and examination of such data and
information which is acquired by the Lender, documents as well as standardized product/ instrument
concerning the work assigned which are provided by the Lender shall also constitute Confidential
Information. And in each case whether such information was disclosed before or after the date of this
Agreement, either in writing, in disk or electronic form or orally or visually and whether directly or
indirectly by the Lender or any of its Affiliates, other group companies or advisers.
“Code of shall mean and include the Code of Conduct formulated by the Lender, in line with the provisions
Conduct” mandated by its regulator, for persons providing direct selling services while operating as its agents,
together with any modifications and amendments thereto and any additional provisions thereto as
mandated by the Lender and/or as formulated by the Lender and/or the the Lender from time to time, the
latest version of which is annexed hereto as Annexure II.
“Customer” shall mean customers or potential customers for the Financial Products;
“Effective shall means the date of execution of this Agreement;
Date”
“Fees” Shall have the meaning ascribed to it in Clause 9.1 of this Agreement;
“Personnel” Shall have the meaning ascribed to it in Clause 4.7 of this Agreement;

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“Services” means and includes the services more particularly specified in Schedule I hereof and subject to change from
time to time and shall include any processes/procedures thereof;
“Premises” Shall mean such places from where the Direct Selling Agent is going to conduct its Business
“System” means the procedure /guidelines prescribed by Lender for the Direct Selling Agent for performing its
obligations under the Agreement;
“Term” Shall have the meaning ascribed to it in Clause 11.1 of this Agreement
“Vehicle shall mean financial assistance provided by Lender for acquiring Vehicles by the Customer from the Portal
Loan” and through other channels of the Direct Selling Agent.

1.2. Interpretation
In this Agreement, unless the context otherwise
requires:
1.2.1 Words of any gender are deemed to include the other gender;
1.2.2. Words using the singular or plural number also include the plural or singular number, respectively;
1.2.3. The terms “hereof”, ‘herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement;
1.2.4. Heading, sub-heading and bold typeface are only for convenience and shall be ignored for the purposes of
interpretation;
1.2.5. Reference to any legislation or law or to any provision thereof shall include references to any such law as it may,
after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a
statutory provision shall include any subordinate legislation made from time to time under that provision;
1.2.6. Any term or expression used but not defined herein shall have the same meaning attributable to it under
Applicable Law;
1.2.7. References to the word “include” or “including” shall be construed without limitation;
1.2.8. Each of the representations, warranties and undertakings contained in the Agreement hereof shall be separate
and independent and shall not be limited by reference to any other section or by anything in this Agreement; and
1.2.9. The schedules and exhibits annexed to this Agreement form an integral part of this Agreement and will be of full
force and effect as though they were expressly set out in the body of this Agreement.

2. APPOINTMENT & SCOPE OF THE SERVICES

2.1 The Lender has agreed to appoint the Direct Selling Agent on a non-exclusive basis for, inter-alia, marketing and
/or promoting its business relating to the Financial Products, and/or sourcing of files of borrowers across the
country in India and for doing all such acts, deeds and things and provide Services as detailed in Schedule I hereto
on the terms and conditions stated in this Agreement
2.2 It is hereby agreed between the Parties that notwithstanding anything contained herein, the Lender shall provide
the Financial Products to the Customers, based on the Lender's sole assessment of the creditworthiness of the
Customer at the discretion of the Lender and the Lender shall have the absolute discretion to refuse/reject any of
the loan proposals sourced by the Service Provider for such reasons as may be specified by the Lender in writing.
2.3. The Lender shall comply with its obligation and “Role & Responsibilities” as detailed in Schedule II hereto
2.4. The Lender shall from time to time review, monitor and assess the performance of the Service provider, the
security practices and control processes of the Service Provider on a regular basis so that any necessary corrective
measure can be taken immediately.

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3. DIRECT SELLING AGENT’S REPRESENTATIONS AND WARRANTIES

The Direct Selling Agent hereby declare, represents, warrants and confirms to the Lender that the Direct Selling
Agent-
3.1. Has full capacity, power and authority to enter into this Agreement; and during the continuance of this Agreement,
will continue to have full capacity, power and authority to act as Direct Selling Agent under this Agreement and to
carry out and perform all its duties and obligations as contemplated herein and has taken and will continue to take
necessary and further actions (including without limitation the obtaining of all governmental and other necessary
approvals/ consents under Applicable Laws) to authorize the execution, delivery and performance of this
Agreement.
3.2. Their constitutional documents authorized them to conduct the business of Direct Selling Agent.
3.3. Have registered themselves with Department of Telecommunication (DoT) as telemarketers under the guidelines
issued by TRAI from time to time for their promotional/telemarketing activities.
3.4. Has the necessary skill, knowledge, experience, expertise, capital, net worth, adequate and competent Personnel,
computer systems and procedures, infrastructure including adequate office space to duly perform its obligations in
accordance with the terms of this Agreement and to the satisfaction of the Lender.
3.5. Has not and will not violate, breach any covenants, stipulations or conditions of any agreement, deed entered into
by the Direct Selling Agent with any third party / ies.

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3.6. Has complied with all Applicable Laws and taken all required permission for performing under this Agreement.
3.7. Has read & understood and agree to abide by the code of conduct as mentioned in Annexure III and has fully
understood all the terms and conditions mentioned there in. We further confirm that the trainer mentioned below
has explained the contents of the Code of Conduct in full to us and we shall agree to abide by the said Code of
Conduct in letter and spirit. In case of any violation, non-adherence to the said Code of Conduct, the Lender shall
be entitled to take such action against us as the Lender may deem appropriate.

4. OBLIGATIONS OF DIRECT SELLING AGENT

The Direct Selling Agent agrees and undertakes that, during the subsistence of this Agreement, the Direct Selling
Agent shall:
4.1. ensure that adequate infrastructure and sufficient financial resource is available to the Direct Selling Agent by
way of working capital and otherwise ensure that the Direct Selling Agent is able to fulfill all the obligations
herein contained .
4.2. understand the Financial Products of the Lender in order to be in a position to explain and highlight the beneficial
aspects of the Financial Products to its Customers and shall not launch any promotion scheme pertaining to the
Financial Product of the Lender without prior approval of the Lender..
4.3. shall obtain declaration-cum-undertaking in the format as annexed hereto as Annexure V, from its Personnel
before assigning them any duties.
4.4. collect all pre-disbursement documents from its Customers to whom the Lender has either provided finance or
agreed to provide finance and submit the same to the Lender without any undue delay.
4.5. endeavour to identify genuine Customers based on the standards and norms prescribed by the Lender from time
to time for availing Financial Products of the Lender. If the Direct Selling Agent will fully suppress any
information or conducts itself in such a manner to be guilty of inducing the Lender to accept any proposal for the
ulterior benefit of the Direct Selling Agent, the Direct Selling Agent shall be held liable for the loss (if any)
caused to the Lender and it shall be upon the discretion of the Lender to terminate this Agreement and take
recourse to appropriate legal proceedings for recovery of losses, damages etc. suffered by the Lender.
Notwithstanding anything contained in this Agreement, Direct Selling Agent shall not take any personal
responsibility for any Customer or his dues towards Lender. The liability of Direct Selling Agent is limited to
proper due diligence as per the standards and norms prescribed by the Lender.
4.6. have contingency plans to ensure business continuity
4.7. operate the Business strictly in accordance with the terms stipulated in this Agreement and System prescribed by
the Lender, from time to time and conform in all respects and all times with the System for the purpose of
marketing and sourcing of the Financial Product and improving and increasing the market potentiality of the
Financial Products. The Direct Selling Agent shall not use any additional trade name or symbol nor do or permit
anything to be done which is not in accordance with System without the prior consent in writing of the Lender.
4.8. employ all such persons (“Personnel”) to carry out the work undertaken by the Direct Selling Agent under this
Agreement and thoroughly verify the background of the Personnel recruited, from time to time, for affirming the
integrity and honesty of the Personnel.
4.9. immediately notify the Lender, in writing, if any of the Personnel or any other person engaged by the Direct
Selling Agent has committed any act amounting to moral turpitude or has been arrested by the police or against
whom any complaint has been filed in a police station or has been removed from the employment by the Direct
Selling Agent or has committed any act affecting the integrity of such Personnel or person, as the case may be.
4.10. ensure courteous service to the Customers and maintain the service standard as laid down by the Lender.
4.11. ensure that the Personnel shall, at all times, conduct themselves within the parameters of all Applicable Laws and
shall not commit or permit the commission of any offence; and in the event any such offence is committed by
any Personnel, the Direct Selling Agent and such Personnel shall be liable for all consequences thereof; and
under no circumstances, shall the Lender be directly or vicariously liable and for such offence. The Direct Selling
Agent shall adequately compensate the Lender with an amount not less than the actual damages accrued to the
Lender.

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4.12. obtain all licenses / permissions / authorizations, as may be required, under all the Applicable Laws and keep the
same valid by renewing it from time to time as required under all such Applicable Laws.
4.13. maintain the registers and records in accordance with various Applicable Laws.
4.14. keep / hold in trust in its hands all documents and valuables belonging to the prospective Customer of the Lender
which comes into the custody of the Direct Selling Agent during the course of rendering of services or in any
other manner and treat the same as property of the Lender and the Direct Selling Agent shall have no right of
lien, set off or any other right in respect of such property and shall be obligated to deliver the same to the Lender
at the earliest possible opportunity.
4.15. Use only such letter head, invoices, signs, display materials, promotional literature, equipment and other items in-
connection with the Business as shall be approved in writing by The Lender and to immediately desist from the
use of display of and signs materials or objects, if The Lender so directs.
4.16. Maintain the interior and exterior of the Premises and all parts thereof to the satisfaction of the Lender and to
ensure that any requirements of the Lender in this regard are fulfilled.
4.17. Operate the Business during the term of this Agreement on such days and between such hours, as the Lender
shall specify.
4.18. Permit the Lender and its representatives to enter the Premises as and when required for the limited purposes of
ascertaining whether the provisions of this Agreement are being compiled with.
4.19. Adhere to the prospective customer eligibility criteria issued by the Lender from time to time.
4.20. ensure that cases that have been cancelled by any bank or have been rejected by any other housing finance
Lender are not offered to the Lender.
4.21. Shall share the leads with the Lender in the format as specified in Annexure VI.
4.22. Shall report the fraud erring employees/representatives periodically to the Lender and consolidated data
/information on the same shall be submitted by the Lender to NHB.
4.23. Shall obtain prior approval of the Lender before appointment of any subcontractor for all or part of any activity.

5. PERSONAL DATA PROTECTION

5.1. “Personal Data” includes any information relating to an identified or identifiable natural person that is obtained by
Direct Selling Agent from the Lender; “Lender Personal Data” includes any Personal Data obtained by Direct
Selling Agent from Lender; and “Processing” includes any operation or set of operations performed upon Personal
Data; such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing,
consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or
combination, blocking, erasure or destruction.
5.2. The Direct Selling Agent, including its staff, shall view and process Lender Personal Data only on a need-to-know
basis and only to the extent necessary to perform this Agreement or the Lender’s further written instructions.
5.3. The Direct Selling Agent shall use reasonable technical and organizational measures to ensure the security and
confidentiality of the Lender Personal Data in order to prevent, among other things: (i) accidental, unauthorized or
unlawful destruction, alteration, modification or loss of the Lender Personal Data. (ii) accidental, unauthorized or
unlawful disclosure or access to the Lender Personal Data. (iii) unlawful forms of Processing. The security
measures taken shall be in compliance with applicable data protection regulations and shall be adapted to the risks
presented by the processing and the nature of the Lender Personal Data to be Processed, having regard to the state
of the art and the cost of implementation. The Direct Selling Agent shall immediately inform the Lender of any
breach of this security and confidentiality undertaking, unless prohibited from doing so by law.
5.4. The Direct Selling Agent shall assist the Lender by appropriate technical and organisational measures, insofar as
this is possible, for the fulfilment of Lender’s obligation to respond to requests for exercising the data subject’s
rights.

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5.5. The Direct Selling Agent shall notify the Lender in the most expedient time possible under the circumstances and
without unreasonable delay of any Security Breach involving any Lender Personal Data, where "Security Breach"
is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or
integrity of the data, including but not limited to any unauthorized access or use, or any broader circumstances as
defined in any applicable local law. The Direct Selling Agent shall also provide Lender with a detailed description
of the Security Breach, the type of data that was the subject of the Security Breach, the identity of each affected
person, and any other information the Lender may request concerning such affected persons and the details of the
breach, as soon as such information can be collected or otherwise becomes available. The Direct Selling Agent
agrees to take action immediately, at its own expense, to investigate the Security Breach and to identify, prevent
and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., mailing
statutory notices) necessary to remedy the Security Breach. The content of any filings, communications, notices,
press releases, or reports related to any Security Breach ("Notices") must first be approved by the Lender prior to
any publication or communication thereof to any third party. The Direct Selling Agent shall pay for or reimburse
the Lender for all costs, losses and expenses relating to any Security Breach, including without limitation, the cost
of Notices; any such costs, losses and/or expenses shall not in any way be limited under this Agreement.
5.6. Upon termination of this agreement, for whatever reason, the Direct Selling Agent shall stop the Processing of
Lender Personal Data, unless instructed otherwise by the Lender, and these undertakings shall remain in force until
such time as the Direct Selling Agent no longer possesses the Lender Personal Data.
5.7. The Direct Selling Agent understands and agrees that the Lender may require the Direct Selling Agent to provide
certain Personal Data ("Direct Selling Agent Personal Data") such us the name, address, telephone number, and e-
mail address of Direct Selling Agent's representatives in transactions, and that the Lender and its affiliates and
their contractors may store such data in databases located and accessible globally by their personnel and use it for
purposes reasonably related to the performance of this Agreement, The Direct Selling Agent agrees that it will
comply with all legal requirements associated with transferring any Direct Selling Agent Personal Data to the
Lender. The Lender will be the "Controller" of this data for legal purposes, and agrees not to shore the Direct
Selling Agent Personal Data beyond the Lender, its affiliates and their contractors, and to use reasonable technical
and organizational measures to ensure that Direct Selling Agent Personal Data is processed in conformity with
applicable data protection laws.
5.8. The Direct Selling Agent shall at the direction of the Lender, securely delete or return all Lender Personal Data to
the Lender after the end of the provision of the Services relating to processing unless applicable law requires
storage of the Lender Personal Data.
5.9. The Direct Selling Agent shall not appoint a Sub-Processor without the Lender’s consent and, with consent, shall
ensure the Sub-Processor is bound by similar terms and the Direct Selling Agent shall continue to be primarily
responsible for the compliance of the Sub-processor.

6. RESTRICTIONS ON THE DIRECT SELLING AGENT

Unless otherwise agreed to by the Lender, the Direct Selling Agent
shall:
6.1. not use the name or corporate logo of the Lender or any part thereof except as authorized by the Lender in writing
or under this Agreement.
6.2. not do or omit to do any act or thing which may in the sole opinion of the Lender bring the name of the Lender or
the corporate logo of the Lender into disrepute or which may in the sole opinion of the Lender damage or conflict
with the interests of the Lender.
6.3. not to use or publish any advertisements, signs, directory entries or other forms of publicity whether or not relating
in whole or in part to the Business or display the same on or at the Premises unless the same have first been
submitted to and approved in writing by the Lender.
6.4. not to work in a manner which in the opinion of the Lender may be detrimental to the interest of the Lender.
6.5. not to make any call (telephonic or otherwise) to any Customer without verifying the telephone details of such
Customer from the NDNC Registry (“National Do Not Call Registry”). In the event of any such violation, the
Lender shall not be responsible for the resulting cascading consequences, if any.

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6.6. not to receive money in any form including by way of commission or brokerage or equated monthly instalments
from any Customer or borrower of the Lender or from any third party for sourcing business in any manner
whatsoever and not to induce any Customer or borrower of the Lender to be influenced by any extraneous thing
other than the qualitative facts in this regard.
6.7. not to use any Confidential Information or contact for any of the other customers of the Direct Selling Agent, who
are not the Customer of the Lender.
6.8. not to make any statement / representation / warranty / promises or assurances on behalf of the Lender to its
Customers beyond what is contained in the brochures or catalogues setting out the Financial Product as issued by
the Lender.

7. NO WARRANTIES WITHOUT AUTHORITY

7.1. The Direct Selling Agent shall make no statement, representation or claim and shall give no warranty to any
person in respect of the Financial Products of the Lender save as may be specifically authorized in writing by the
Lender.
7.2. Any representations or warranties by the Direct Selling Agent to any Personnel employed or engaged by the Direct
Selling Agent (whether or not under a contract for service) that they are being engaged or employed by the Lender
shall be a breach of this Agreement and entirely without the explicit or implied authority of the Lender.

8. TRAINING
8.1. The Lender shall provide 2 days preliminary training and a day training every year to the Direct Selling Agent
/Personnel engaged or employed by the Direct Selling Agent. Lender shall maintain the record of such training
provided by them.
8.2. The Lender may, at its sole discretion, carry out a special program through advertisements or other such mode for
the benefit of the Direct Selling Agent.

9. ADVERTISING
9.1 The Direct Selling Agent can undertake with the consent of the Lender the responsibility of advertising in the area
of its operation for the purpose of this Agreement.
9.2. The Lender may make available to the Direct Selling Agent advertising materials including posters, leaflets,
displays, flyers, stickers, signs, cards and notices and the Direct Selling Agent shall at its own expense
prominently display, maintain and distribute the same as the case may be. However, if any additional advertising
material is required by the Direct Selling Agent, the Lender shall supply the same at the cost price
9.3. The Direct Selling Agent shall co-operate with the Lender and the other direct selling agents of the Lender in any
special advertising or sales promotional or other special activity and will engage in other promotional advertising
activities as the Lender may direct.
9.4. In case of any advertising campaign conducted by the Direct Selling Agent and the Lender jointly, all expenses
shall be shared as mutually agreed.

10. FEES AND PAYMENT

10.1. In consideration of the Direct Selling Agent carrying out the activities as per this Agreement, the Lender shall
pay such amount to the Direct Selling Agent, as set out in Schedule III of this Agreement, (“Fees”). No payment
of Fees shall be paid in cash. Such Fees shall be made only by way of direct credit the bank account of the Direct
Selling Agent
10.2. 10.2. Unless otherwise specified in Schedule III hereof, the Fees paid to the Direct Selling Agent for services
rendered, shall be net of applicable TDS deduction under Income Tax and GST Act and other laws, as may be
notified by the Government and, at all times, it shall be the obligation of the Direct Selling Agent to collect such
taxes/ duties/ liabilities from the Lender and pay such taxes/ duties/ liabilities to the appropriate statutory
authority

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10.3. Direct Selling Agent Undertakes to indemnify the Lender for any loss etc. suffered by the Lender owing to
failure on the part of the Direct Selling Agent to comply with the GST laws and any rules etc. framed thereunder.
10.4. Direct Selling Agent authorizes the Lender to withhold the payment or to adjust the same to the extent of GST
credit loss (including any interest or penalty imposed on the Lender on account of the same) owing to non-
compliance by the Direct Selling Agent with GST laws and rules etc. framed thereunder including but not limited
to the below:
a) Non issuance of invoices on time;
b) Issuance of invoice with incorrect / incomplete particulars;
c) Timely payment of taxes to the Government;
d) Timely filing of returns;
e) Timely reconciliation of mismatches;
f) Errors on Vendors’ part in filing the returns; or
g) Any other reasons due to fault of Vendor.
10.5. As per the GST provision as an Anti-profiteering measure, any reduction in the rate of tax on any supply of
goods or services or the benefit of input tax credit shall be passed on to the Lender by way of commensurate
reduction in the prices
10.6. Direct Selling Agent undertakes to issue Receipt Voucher in the prescribed format against advances, if any, paid
by the Lender. Likewise, undertakes to issue refund voucher on refund of such advances.
10.7. The Lender shall also have the right to set off, deduct and recover from the Fees or any other amount payable to
the Direct Selling Agent, any/or all amounts which may be or become payable or which the Direct Selling
Agent is liable to pay to the Lender under this Agreement on any other account whatsoever.
10.8. In the event that, any of the Loan sourced by the Direct Selling Agent is cancelled by Customer for any reason
whatsoever including non-encashment of the disbursed amount within 90 days of disbursement then the Direct
Selling Agent would not be entitled for any payout for the same and if such a payout has been received by the
Direct Selling Agent, the Direct Selling Agent agrees and undertakes to repay the same to the Lender forthwith.
In the event, the Direct Selling Agent fails to repay such monies, the Lender shall be entitled to deduct the
payout so made to Direct Selling Agent from any other dues recoverable from the Direct Selling Agent by the
Lender.
10.9. The Direct Selling Agent shall immediately reimburse any amount which has resulted in unjust enrichment to
the Direct Selling Agent at the cost of the Lender in any manner or any other amount wrongfully paid to the
Direct Selling Agent by the Lender due to any error or other reason whatsoever. In the event of any delay in
reimbursement of the said amount, the Direct Selling Agent shall be liable to pay interest @ 24% p.a. on the
said amount and the mode of payment of such amount to Direct Selling Agent shall be as per the instruction of
the Lender issued from time to time.
10.10. The Direct Selling Agent shall ensure that the invoice for payment (including any statutory dues) should be
raised by the fifth of the next month. The Direct Selling Agent also acknowledges and agrees that the Lender
reserves the right to change/update thefees/commission structure from time to time, which will be duly
communicated to the Direct Selling Agent via Email and/or SMS.. The Lender shall endeavor to make the
payment towards Fees and other charges, as may be payable by the Lender, to the Direct Selling Agent within
30 (thirty) days from the receipt of the invoice from the Direct Selling Agent.
10.11. In the event of termination of this Agreement by the Lender for breach of this Agreement by the Direct Selling
Agent or due to insolvency of the Direct Selling Agent or cessation of this Agreement, for any reason
whatsoever, or any of its provisions thereof, the Fees which are due and payable for the business done by the
Direct Selling Agent prior to the termination shall be paid at the sole discretion of the Lender .

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11. INSPECTION OF ACCOUNTS AND RECORDS

11.1. The Direct Selling Agent shall maintain accurate records, statements of all conducted operations and expenses
incurred under this Agreement and submit a statement / report in the manner specified by the Lender.
11.2. The Direct Selling Agent shall forthwith upon being required by the Lender allow the Lender or any of the
authorized representatives of the Lender to access & inspect all the books, records and information relevant to
this Agreement, do audit for the purpose of accounts, service and management and take all or any of copies of
any records of the Direct Selling Agent which may directly or indirectly have a bearing on the discharge of
obligations of the Direct Selling Agent under this Agreement. The Lender shall contentiously monitor and assess
the way of working of the Direct Selling Agent & the Direct Selling Agent shall extend all assistance and co-
operation to the Lender to rectify any practice, underpayment, discrepancy or wrongdoing, discovered pursuant
to such inspection or audit, within reasonable period of time after the receipt of report by the Lender in this
regard. Further, the Direct Selling Agent shall be liable to reimburse the Lender for all such discrepancies or
underpayment, as the case may be.
11.3. In no event the Lender shall be liable for any indirect, special, exemplary or consequential damages, whether in
tort or otherwise, which may arise under this Agreement.
11.4. The Direct Selling Agent shall furnish to the Lender half-yearly reconciliation statement within 15 days of
finalization.
11.5. The Lender/National Housing Bank has a right to conduct audits on the Direct Selling Agent through external or
internal auditors or by agents appointed to act on its behalf and to obtain copies of any audit or review reports
and findings made on the Direct Selling Agent in conjunction with the serviced performed for the Lender.
11.6. The parties hereto agrees that National Housing Bank through its officers or employees or other persons can do
the inspection of the books and accounts of Direct Selling Agent including but not limited to the Lender’s
documents, records of transactions and other necessary information given to, stored or processed by the Direct
Selling Agent.

12. TERMINATION
12.1. This Agreement shall be in force for from the Effective Date of this Agreement and shall continue in full force
and effect unless terminated in accordance with Clause 12.2, 12.3 or 12.4 (“Term”)..
12.2. The Lender may terminate this Agreement without cause by giving the Direct Selling Agent a prior written notice
of 1 (One) month.
12.3. The Lender may terminate this Agreement forthwith for reasons specified in Clause 13.
12.4. The Direct Selling Agent may terminate this Agreement by giving a prior notice of three (3) months to the
Lender and all obligations, liabilities of the Direct Selling Agent shall survive the termination thereof until all
such obligations and liabilities of the Direct Selling Agent are discharged to the complete satisfaction of the
Lender.

13. EVENTS OF TERMINATION

The occurrence of any of the following events, or events similar thereto, shall each constitute an event of default of the
Direct Selling Agent (“Event of Default”):
13.1. the Direct Selling Agent fails to or neglects to observe or commits or allows to be committed any breach of the
terms, conditions, provisions or stipulations of this Agreement & Code of Conduct on its part to be performed;
13.2. the Direct Selling Agent willfully defaults or abstains from rendering services as per the terms of this Agreement;
13.3. any or all representations or warranties made by the Direct Selling Agent are found to be false or wrong or
misleading
13.4. the Direct Selling Agent commits any act or deed having adverse effects on the interests and affairs of the
Lender.

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13.5. any act or omission of the Direct Selling Agent which may prejudice or jeopardize the rights and interests of the
Lender in any manner whatsoever.
13.6. the Direct Selling Agent or any of the affiliates, representative of the Lender or any other person authorized by
the Lender, has been engaged in identical or similar business as that of the Lender in any manner whatsoever.
13.7. if at any time it is found or observed that the Direct Selling Agent has collected for and on behalf of the Lender,
any amount from the Customer either as initial amount, equated monthly installments, management fee and the
like.
13.8. the act or omission of the Direct Selling Agent results in loss or damage to the Lender.

14. CONSEQUENCES OF TERMINATION

14.1. Upon the termination of this Agreement for any reason, the same to be publicized so as to ensure that the
customers do not continue to deal with the Direct Selling Agent & the Direct Selling Agent shall:
14.1.1. immediately cease to operate as the Direct Selling Agent of the Lender and under no circumstances shall the
Direct Selling Agent act as an agent of the Lender which may be indicative of an relationship between the
Lender and the Direct Selling Agent
14.1.2. immediately cease to use the brand name of the Lender and the corporate logo of the Lender for any reason or
in any manner whatsoever
14.1.3. return to the Lender forthwith or otherwise dispose of or destroy as the Lender shall direct all signs, advertising
materials, stationary, invoices, forms, specifications, designs, records, data, samples, models, programs and
drawings pertaining to or concerning the Business or the System or bearing any of the corporate logo of the
Lender.
14.1.4. remove or destroy forthwith or permanently cover all signs or advertisements identifiable with the Lender in
any manner and in event of failure of the Direct Selling Agent to remove or cover such signs or advertisement
with promptness, the Lender or the authorised agents of the Lender shall have the absolute and conditional right
to enter the place of business to remove or cover or destroy such signs or advertisements, as the case may be.
14.1.5. do all such acts and deeds and execute all such documents as the Lender shall require, in particular but without
limitation for cessation of this Agreement.
14.2. The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the Parties and
any provision hereof and shall remain in full force and effect and shall be enforceable notwithstanding such
expiry or termination.
14.3. On termination / expiry of this agreement, any application submitted by the Direct Selling Agent to the Lender
prior to termination / expiry of this agreement shall be processed by the Lender and any payments in connection
with such applications will be paid to the Direct Selling Agent by the Lender at the sole discretion of the Lender.
14.4. In the event of termination / expiry of this agreement, the Lender may withhold any payments to be made to the
Direct Selling Agent in connection with any application of any Customer, such payments being due to the Direct
Selling Agent, till such time as the Direct Selling Agent deposits all pre-disbursement documents and / or post
disbursement documentation concerning any Customer with the Lender.

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15. PRINCIPAL TO PRINCIPAL

Notwithstanding anything contained in any law for the time being in force, the term “Direct Selling Agent” shall have
the connotation as implied in this Agreement and it is clarified that this Agreement is on a principal to principal basis
and does not create and shall not be deemed to create any employer-employee relationship between the Lender and the
Direct Selling Agent and/or the Personnel. The Direct Selling Agent and/or the Personnel shall not be entitled to, by
act, word, deed or otherwise, make any statement on behalf of the Lender or in any manner bind the Lender or hold out
or represent that the Direct Selling Agent is representing or acting as agent of the Lender, expect as provided and
permitted in this Agreement. The activities of the Direct Selling Agent and/ or the Personnel shall not be construed to
be the activities of the Lender in any manner whatsoever. Save and except as may be expressly permitted by the
Lender, the Direct Selling Agent and the Personnel shall not at any time use the name and/or corporate logo of the
Lender in any sales or marketing publication or advertisement, or in any other manner without prior written consent of
the Lender.

16. CONFIDENTIALITY OF OPERATION

16.1. All Confidential Information which may be communicated to the Direct Selling Agent and/ or the employees of
the Direct Selling Agent shall be treated as absolutely confidential and the Direct Selling Agent irrevocably
agrees and undertakes and ensures that the Direct Selling Agent and its employees shall keep the same secret and
confidential and not disclose the same, in whole or in part, to any person without the prior written approval or
consent of the Lender and shall use or allowed to be used any information only to the extent as may be necessary
for the due performance of the Direct Selling Agent’s obligation hereunder.
16.2. The Direct Selling Agent agrees to:
16.2.1. take all necessary action to protect the Confidential Information against misuse, loss, destruction, deletion and/
or alteration.
16.2.2. not to misuse or permit misuse directly or indirectly, commercially exploit the Confidential Information for
economic or other benefit.
16.2.3. not to make or retain any copies or records of any Confidential Information submitted by the Lender other than
as may be required for the performance of the Direct Selling Agent’s obligations under this Agreement.
16.2.4. notify the Lender promptly of any unauthorized or improper use or disclosure of the Confidential Information;
16.2.5. return all the information which is in the custody of the Direct Selling Agent
16.3. The Direct Selling Agent hereby unconditionally agrees and undertakes that it shall not and that the Personnel
shall not disclose or publish the terms and conditions of this Agreement or disclose the Confidential Information
submitted by the Lender under this Agreement to any third party unless such disclosure is required by law or for
the purpose of any performing the Direct Selling Agent’s obligations under this Agreement.
16.4. Direct Selling Agent hereby confirms to maintain the confidentiality for 3 years as mentioned in this clause post
expiry/termination after termination of the present Agreement.

17. MINIMUM BUSINESS

The Direct Selling Agent agrees and undertakes to generate and complete the minimum business and within the period
specified therein, as indicated by the Lender from time to time. Business for the purpose of this clause shall mean only
those proposals accepted by the Lender out of the proposal sourced by the Direct Selling Agent

18. INDEMNITY BY THE DIRECT SELLING AGENT

18.1. The Direct Selling Agent hereby undertakes to fully and effectively indemnify and keep indemnified the Lender
before as well as after the expiry or termination hereof against:

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18.1.1. all losses, misappropriations, misuse or damage of or to the documents of any other security instructions in
possession of the Direct Selling Agent or the Personnel or within the control of Direct Selling Agent or
Personnel of the Direct Selling Agent.
18.1.2. any or all claims, liabilities, damages, losses, costs, charges, expenses, proceedings and actions of any nature
whatsoever made or instituted against the Lender and/ or any Customer directly or indirectly by reason of any
wrongful, incorrect, dishonest, criminal, fraudulent, or negligent work, misfeasance by the Direct Selling Agent
or the Personnel; and / or any theft, robbery, fraud or wrongful act or omission by the Direct Selling Agent or
the Personnel; and /or any breach of any of the provisions of this Agreement or any of the annexure, if any
thereto by the Direct Selling Agent or the Personnel; and/or any loss or damage caused to the Lender or its
Customer for any default or mistake or error or commission of any act which is not authorized or done in
accordance with the System; and/or any loss or delay in handing the amount paid by the Customers to the
Lender.
18.1.3. any loss, damage suffered by the Lender for any act of the ex-Personnel.
18.1.4. The Lender shall have no liability whatsoever for any injury to the Direct Selling Agent or Personnel of the
Direct Selling Agent in the course of performance of the Direct Selling Agent’s obligations under this
Agreement.
18.1.5. Notwithstanding anything stated anywhere in this Agreement, Direct Selling Agent shall be liable for any
claims, losses, damages, costs, charges, expenses on account of incorrect calculations done by the Direct
Selling Agent or any of the Personnel of the Direct Selling Agent.
18.1.6. Notwithstanding anything contained in this agreement or any other documents executed or to be executed
between the Parties, all indemnities shall survive expiry or termination of this agreement and the Direct Selling
Agent shall continue to be liable under the indemnities.
18.1.7. The Direct Selling Agent shall ensure that on termination of services of any Personnel or in the event of
discontinuance of service of any person engaged by the Direct Selling Agent in accordance with the terms of
this Agreement, the Direct Selling Agent shall withdraw all the authorizations given to such Personnel for
performance of obligations under this Agreement and at all times, the Direct Selling Agent shall exercise due
caution to ensure that, under no circumstances, such Personnel does not represent the Lender in any manner
whatsoever.
18.1.8. All the indemnities shall survive the termination or expiry of this Agreement.

19. THIRD PARTY LIABILITY

The Direct Selling Agent specifically agrees that for any act of the Direct Selling Agent, no claim, either in tort or
otherwise, shall lie against the Lender from any third party and Lender shall not be held liable under any circumstances
for the acts or inactions of the Direct Selling Agent. All claims of third parties, whether in tort or otherwise, brought
against the Lender at any time, whether during the continuation of this Agreement or termination thereof, shall be
defended solely by the Direct Selling Agent without the involvement of the Lender in any manner whatsoever and the
Lender shall be kept indemnified at all times against all claims, losses, damages, charges etc. This provision shall
survive termination of this Agreement.

20. ASSIGNMENT AND SUB – CONTRACTING

The Direct Selling Agent shall itself perform its obligations under this Agreement and shall not assign, transfer or sub-
contract any of its rights and obligation under this Agreement except with prior written permission of the Lender.
However, the Lender shall be entitled to assign/transfer its rights and benefits under this Agreement.

21. NON SOLICITATION

21.1. The Parties herein agree that during the Term of this Agreement and for a period of 24 months thereafter the
Direct Selling Agent shall without the express written consent of the Lender directly or indirectly:

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21.1.1. recruit, hire, appoint or engage or attempt to recruit, hire, appoint or engage or discuss employment with or
otherwise utilize the services of any person who is or has been associated with the Lender (including any of its
affiliates sub-contractors, suppliers, etc.) in rendering services relating to marketing the Financial Products
under this Agreement; or
21.1.2. induce any person who is or shall have been an associate of the Lender (including any of its affiliates, sub-
contractors, suppliers, etc.) at any time to terminate his/her relationship with the Lender.”

22. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed and enforced in accordance with the laws of India, without regard
to its principles of conflict of laws, the Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai
alone.

23. ARBITRATION
a) In the event of any dispute or difference arising out of the terms of this Agreement or the Services to be provided or
out of payment of any fees or charges, the same shall at the first instance be referred to the authorized
representatives of the Parties for conciliation.
b) In the event of any resolution not being found despite more than 30 days of conciliatory efforts between the Parties,
the same shall be referred to the arbitration of a sole arbitrator to be appointed by the Lender.
c) The Arbitration and Conciliation Act, 1996 shall govern the arbitration proceedings.
d) Language of arbitration shall be English.
e) Place of arbitration shall be Mumbai .
f) Cost of arbitration shall be borne by the Parties in equal proportion.
g) Attorney costs shall be borne by each Party individually.

24. NOTICE AND COMMUNICATION

Any notice and communication under this agreement shall be in writing and shall be either addressed to the Direct
Selling Agent and the Lender at the address mentioned hereinabove or communicated through electronic mail on
registered mail of each of the parties..

25. FORCE MAJEURE

25.1. Notwithstanding anything else contained in this Agreement, neither Party shall be liable to the other for any
failure or delay in the performance of any of its obligations under this Agreement for the time and/or to the extent
such failure or delay is caused by Force Majeure or reasons beyond the reasonable control of the Parties.
25.2. For the purpose of this Agreement, “Force Majeure” refers to any event, including but not limited to acts of God,
acts of any governmental or statutory authorities, malicious third party attacks that are unforeseeable or the
occurrence and effect of which is unavoidable and insurmountable, or any other unforeseeable, unavoidable and
uncontrollable circumstances or causes beyond the control of either of the Parties.

26. AMENDMENT
Any amendment, modification, alteration, cancellation or any other change in any term or conditions of this Agreement
or any new update/changes in the consideration/fees paid by Lender to the Direct Selling Agent shall be communicated
through Email and/or SMS by Lender.

27. WAIVER
No delay in exercising or omission to exercise any right, power or remedy accruing to a Party upon any default under
this Agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any
acquiescence in such default, nor shall the action or inaction of such Party in respect of any default or any
acquiescence by it in any default, affect or impair any right, power or remedy of such Party in respect of any
subsequent or other default.

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28. SEVERABILITY
If any part or all of any provision of this Agreement is illegal or unenforceable, it may be severed from this Agreement
and the remaining provisions of this Agreement shall continue to remain in force.

29. INDEPENDENT RIGHTS

Each of the rights of the Parties are independent, cumulative and without prejudice to all other rights available to them
under law, equity or otherwise, and the exercise or non-exercise of any such rights shall not prejudice or constitute a
waiver of any other right of the Party, whether under this Agreement or otherwise.

30. FURTHER ASSURANCES

Each Party hereby covenants and agrees that it shall execute and deliver such deeds and other documents as may be
required to implement any of the provisions of this Agreement.

31. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof to the
exclusion of all other understandings and assurances, either written or oral

31. COUNTERPARTS
This Agreement may be executed in any number of counterparts and all of which taken together shall constitute one
and the same instrument. The Parties may enter into this Agreement by signing any such counterpart.

1. The parties have read the terms & conditions of this Agreement & expressly and irrevocably
agrees to be bound by it.
2. The Direct Selling Agent is confirming, completing and signing this Agreement digitally and
agreeing for providing the services by way of entering the OTP/Verification code on the online
system/Website/Weblink/Mobile App of Company as well as in token of having read, understood
and irrevocably agreed and accepted these terms and conditions, upon which the fees for the
services has been provided and stated in this Terms & Conditions by Company.
3. The Direct Selling Agent hereby acknowledges and accepts that on receipt of the one-time
password, access code or other forms of secure authentication, Company shall assume that such
authentication has been provided by the Direct Selling Agent for any documentation with regards
to this Terms & Conditions and it is the sole responsibility of the Direct Selling Agent to ensure
that the one-time password, access code or other forms of secure authentication is not
Electronic
compromised or shared with any unauthorized users.
Execution
4. The Company shall have no obligation to verify the authenticity of any transaction or instruction
received or purported to have been received from the Direct Selling Agent through digital mode or
purporting to have been sent by the Direct Selling Agent other than by means of verification of the
one-time password, access code or other forms of secure authentication. All the records of the
Company with respect to the digital journey pertaining to E-signatures and arising out of the use
of the one-time password, access code or other forms of secure authentication shall be conclusive
proof of the genuineness and accuracy of the transaction and shall be binding on the Direct
Selling Agent.
5. No other/further act, deed or writing on part of the Direct Selling Agent or Company shall be
required for acceptance by the Direct Selling Agent as above including any different or physical
signature on the Documents. Company also does not require to sign this Agreement in any
physical form.

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I Agree to the terms & conditions of the Agreement

Name of the Direct Selling Agent: BASHA SHAIK

Date: 30/01/2024 Time: 30-Jan-2024 02:04:51 PM UTC
IP Address:49.205.97.61

Name & Signature of

trainer
Who has explained the Sayed
Code of Conduct to
Direct Selling Agent

SIGNED AND DELIVERED by Piramal Capital & Housing Finance

Ltd.
Through its authorized official

Place of Execution of this Agreement: Mumbai

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Schedule I
SERVICES
The Direct Sales Agent shall provide the following kinds of service to the Lender for its Financial Product at all times
as per the specifications of the Lender

1. Sourcing of duly completed loan applications and proposals from Customers either directly or through its
partner/dealer network.
2. Collection of loan applications from the Customer with all related supporting documents as per the policies &
procedures laid down by Lender from time to time together with any modifications and amendments thereto.
3. Payment of loan disbursal amount paid to it by Lender either (i) to the partner/dealer network facilitating sale
/purchase of vehicle; or (ii) to the owner/seller of vehicle; or (iii) to any third party authorized by partner/dealer
or the Customer.
4. Submission of documents/forms to the concerned Regional Transport Office (RTO) required for transferring the
vehicle from the registered owner in favour of the Customer with the endorsement of hypothecation in favour of
Lender.
5. RC Limit
Direct Selling Agent is appointed by Lender for sourcing used vehicles finance business. The partner
/dealer network of Direct Selling Agent facilitate sale/purchase of used vehicles. Lender desires Direct
Selling Agent to ensure the transfer of ownership with the RTO in favor of Customer with lien in favor
of the Lender on the vehicle within the timeframe agreed in Schedule II hereto. On the basis of Direct
Selling Agent’s representation, Lender agrees to disburse loan amount against used vehicle finance
application prior to transfer of ownership/registration certificate in the records of concerned RTO in
favor of Customer and hypothecation endorsement of Lender on the registration certificate of the vehicle
and this facility is called “RC Limit”.
The RC Limit shall be expressed as maximum number of RC’s pending for hypothecation in favor of
Lender after disbursement of loan to Direct Selling Agent or total amount of loan cases disbursed by the
Lender where RC transfer is pending at any point in time.
Lender has agreed to grant Direct Selling Agent RC Limit of [ 7 RCs] or an amount of INR 4500000 Rs
only, which-ever is less. We have agreed to provide you the Monthly commission of [4.0%] of
sanctioned amount
The Direct Selling Agent understands and agrees that on reaching such above mentioned limit and at the
Direct Selling Agent may not be allowed to source any fresh business or any disbursement made against
files sourced till such time the RC is submitted and the limit regularized subject to sole discretion of the
Lender.
Direct Selling Agent understands and agrees that in case any account on which RC has not been
submitted and is also delinquent for more than 90 days, the Lender may recover the outstanding loan
amount from the the Direct Selling Agent as detailed in the Schedule II hereto and also the Direct Selling
Agent may not be allowed to source business, subject to sole discretion of the Lender till the delinquency
is normalized/regularised and the account becomes non-delinquent. This term will continue despite
submission of the RC book till the account is non-delinquent and any such restriction shall be at the
discretion of the Lender
6. The Services will be rendered by Direct Selling Agent within the territory of Republic of India.
7. Any other services as may be mutually agreed between the Parties hereto.

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Schedule II
Role & Responsibilities of the Parties and Loan process

1. Role & Responsibility of Direct Selling Agent

1. Direct Selling Agent will originate and source applications pertaining to Vehicle Loan from the
Customers who are likely to take loan from Lender as per assessment, terms and satisfaction of the
Lender;
2. Direct Selling Agent shall be responsible for following functions revolving around Direct Selling Agent
originated loan applications approved by Lender:
Loan documentation;
Payment of the loan disbursement amount upon receipt from Lender;
Vehicle delivery documentation;
Transfer of Registration Certificate (RC) of vehicle in the name of Customer; and
Hypothecation endorsement on RC, in the name of Lender.

2. Role & Responsibility of Lender

1. Provide standard eligibility criteria/policy for granting loans and other documents requirement of Direct
Selling Agent to facilitate the acceptability of Financial Product;
2. Credit decisioning pertaining to loan applications;
3. Loan disbursal;
4. Collections (hard and soft) and operations;
5. redit, risk and compliance;
6. Information sharing to Direct Selling Agent with respect to loan book and its regular reconciliation; and
7. Granting of RC Limit.

3. Vehicle Loan Process and Obligations of Parties

1. Lender shall, from time to time, provide to Direct Selling Agent in writing the appropriate details of its
standard eligibility criteria for granting loans to the Customers. These criteria are subject to change at the
sole discretion of Lender, and a suitable notice or intimation (save as any change required to adhering to
regulatory guidelines or applicable law and as permitted under the applicable law) to this effect will be
given to Direct Selling Agent.
2. If Direct Selling Agent finds that the Customer fulfills the eligibility criteria notified to it by Lender
from time to time, Direct Selling Agent will obtain from the Customer a duly filled loan application and
other initial documents, as specified by Lender from time to time, to enable Lender to process the loan
application of the Customer. Direct Selling Agent states and undertakes that if instructed by the Lender,
it shall collect all processing fees etc. from the Customer, strictly by mode of Cheque/Demand Draft
favouring Lender and in no event Direct Selling Agent shall collect such payments in cash.
3. On receipt of confirmation from Lender of its acceptance of a loan application, Direct Selling Agent
shall obtain completed loan documentation (as per Lender’s policy) from the Customer and send the
same to Lender.
4. On receiving the loan documentation and due verification thereof, Lender shall, if satisfied that the loan
documentation is complete in all respects, disburse to Direct Selling Agent the loan amount.
5. Direct Selling Agent shall ensure that the payment of the disbursed loan amount is either made (i) to the
partner/dealer network facilitating sale/purchase of vehicle; or (ii) to the owner/seller of vehicle; or (iii)
to any third party authorized by partner/dealer or the Customer. At the time of making this payment
Direct Selling Agent shall, to the extent reasonably possible on case-to-case basis, obtain original RC,
duly signed forms relating to transfer of vehicle, receipt of margin money payment by customer, vehicle
delivery receipt, undertaking by the dealer and any other documents mutually agreed between the
Parties. In case of (i) refinancing of existing used vehicle, such loan payment will be made to the lender
bank/finance Lender of such vehicle which in turn will issue loan closure certificate; and (ii) in case of
top up loans, the loan amount will be paid to owner of the vehicle or any third party authorized by such
owner. However, if Direct Selling Agent is not paying disbursed loan amount to Customer or any of the
party as mentioned hereinbefore due to Direct Selling Agent's knowledge or suspect of fraud or any issue
with respect to the vehicle or documents furnished by the Customer, it will promptly refund the
disbursed loan amount back to Lender, within 3 working days. If the Direct Selling Agent fails to pay the
said entire disbursed loan amount within 3 working days as mentioned above they will be liable to pay
interest @ 2% p.m. till the payment of such amount to the Lender.

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6. Direct Selling Agent shall ensure that, so far as practicable, within 60 days of disbursal of Vehicle Loan
to the Customer, all the formalities like transfer of RC in the name of Customer/new buyer, endorsement
of Lender’s charge in the registration book/certificate in accordance with the loan agreement signed
between the Customer and Lender are completed. In the event of non-completion of such documents by
the timeline set forth hereinbefore, Direct Selling Agent shall submit an update covering steps required
by the Parties to address the failure and tentative time required for completion of RC transfer and
hypothecation endorsement within maximum period of 30 days. If Direct Selling Agent is not able to
ensure RC registration and hypothecation endorsement within such maximum 30 days of Direct Selling
Agent sharing status update, the Lender may ask Direct Selling Agent to either furnish a Fixed Deposit
(FD) or security deposit cheque (not to be encashed) of an amount equivalent to outstanding loan. In
event of failure of the Direct Selling Agent to do so, recourse available to Lender may include, but is not
limited to, holding back or deducting the said loan outstanding amount from payouts payable to the
Direct Selling Agent. This FD or security deposit cheque will be furnished by Direct Selling Agent
within 30 days from the date of receipt of security request letter from Lender. The Lender agrees to
release said security (FD or security deposit cheque, as the case may be) as soon as RC transfer and
hypothecation endorsement are completed. Lender agrees not to liquidate or encash the security as long
as the Customer is paying the monthly loan installments
7. Lender agrees that in case Direct Selling Agent provides a FD or any other instrument as a security
pursuant to the abovementioned clause, then Lender will immediately issue an appropriate document or
letter to confirm Lender’s lien on such security instrument to enable Direct Selling Agent to ensure its
compliance of applicable laws including internal guidelines.
8. If Customer defaults in payment of EMI and vehicle's RC is not transferred and Bank’s/Lender
hypothecation endorsement is not completed, then Lender will first give Direct Selling Agent a notice of
10 days for foreclosure or settlement of loan account by paying principal outstanding loan amount. If
Direct Selling Agent is neither foreclosing loan account nor settling loan account in consultation with
Customer within said 10 days’ time, then the Lender may use security cheque for encashment of the
entire outstanding loan amount of such loan account as on the date of such liquidation. The remaining
amount, if any, of the security cheque or deposit shall be refunded or returned back to Direct Selling
Agent within 3 days of liquidation of the security deposit. Further, the Lender shall use its best efforts to
recover the said defaulted amount from the Customer as per its collection and repossession policy.
Where the Lender ables to recover the amount from the Customer/Customer repays the outstanding
amount under the loan account in full to the Lender, Lender shall return all amounts as appropriated
from the Fixed Deposit/Security Cheques to the Direct Selling Agent.
9. Notwithstanding anything contained herein, Lender agrees that the obligation of Direct Selling Agent
under this Agreement will immediately terminate as soon as Direct Selling Agent gets the respective
vehicle title/RC transferred in the name of Customer with due hypothecation endorsement in favour of
Lender.

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 Stamp Ref No: 86AA315572

Schedule III
Fees
Lender has agreed to grant Direct Selling Agent RC Limit of [ 7 RCs] or an amount of INR 4500000 Rs only, which-
ever is less. We have agreed to provide you the Monthly commission of [4.0%] of sanctioned amount

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 Stamp Ref No: 86AA315572

ANNEXURE I
APPLICATION FORM FOR EMPANELMENT OF DSA/DMA
To,
The Manager
[Name and address of the HFC],

Sir/Madam,

Sub: APPLICATION FOR EMPANELMENT AS DIRECT SELLING AGENT (DSA)/DIRECT MARKETING

AGENT (DMA) WITH ____ (Name of the HFC)

I submit herewith my application for the empanelment as Direct Selling Agent (DSA)/Direct Marketing Agent (DMA)
for ………… (Name of HFC). I have read the terms and conditions relating to the service and I undertake that those
are acceptable to me.
1 Full Name (in Block BASHA SHAIK
Letter)
2 Father’s/Husband’s ANWAR SHAIK
Name
3 Constitution Individual/Proprietorship (Y) Partnership (N) Lender (N) Others
(tick appropriate
option)
4 Date of Birth / 17/01/1972
Incorporation
(DD/MM/YYY)
5 Age 52 Years 0 Months
6 Address D NO 54-10-2508, 3RD FLOOR, ANWAR MANSION,, 5TH LANE, RTC
COLONY EXTENSION, Guntur, Guntur, RTC COLONY, Kothapeta(guntur),
Andhra Pradesh, India, 522001
7 Mobile Number 9849995956
8 Alternate Contact 9848621236
Number
9 PAN Card No. AFEPB8006J
10 Present Occupation Financial Consultant
11 No. of months in 120
employment
12 Qualification Graduate
13 Languages Known Language1-English Language2-Telugu Language3 Language4
14 References
(Name & Contact 1st Reference Name -VEERA BABU
Number)
1st Reference Contact-8184913958

2nd Reference Name-THORATI BUTCHI BABU

2nd Reference Contact-9291582041

I declare that the statements in this application and the documents submitted (as per list given below) are true,
complete and correct to the best of my knowledge and belief.
I declare, that no criminal proceedings are pending against me. I further declare that I am not related to any existing
employee of _______. I understand that in the event of any information/document being found untrue/incorrect at any
stage, my application is liable to be rejected and if already empanelled, the empanelment is liable to be terminated.

Place: GUNTUR Signature: BASHA SHAIK

Date: 30/01/2024 Name: BASHA SHAIK

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Documents to be submitted along with application:

1. Copy of PAN Card;
2. Address Proof (latest telephone/mobile bill, electricity bill, gas bill passport or ration card);
3. Two recent passport size photographs (in addition to one affixed on application form);
4. Latest IT Return/Form 16;
5. Bank statement for last 6 months;
6. Enrolment letter, if enrolled with other Bank/FI for similar services;
7. In case of firm/Lender: Registration Certificate of Firm & Partnership Deed/Articles of Association of the Lender
and Incorporation Certificate.

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 Stamp Ref No: 86AA315572

ANNEXURE II
CODE OF CONDUCT FOR
Direct Selling Agents (DSAs) of Piramal Housing Finance Ltd.

Preamble
This Code of Conduct (Code) for the Direct Selling Agent (DSAs) has been drafted in line with the provisions
mandated by our regulator, National Housing Bank and is required to be adopted and implemented by our DSAs while
operating as our agents and while performing the services as per the Agreements entered into between the parties.

Applicability
Code for DSAs will apply to all persons/legal entities involved in marketing and distribution of any loan or other
financial product or services of PIRAMAL CAPITAL AND HOUSING FINANCE LIMITED (hereinafter referred as ‘
the Company’), including but not limited to the following financial products
Home Loans
MSME Loans
Unsecured Business Loans
Personal Loans
Used Car Loans

DSAs and its employees / representatives must agree to abide by this code prior to undertaking any direct/indirect (any
form of) marketing operations on behalf of the Company
Any employee /representative of the DSAs found to be violating this code shall be permanently blacklisted by the
DSAs and such action taken shall be reported to the Company from time to time by the DSAs.
The Company may consider termination or permanent blacklisting of DSAs from the industry who fail to comply with
this requirement. A declaration-cum-undertaking to be given by DSA to the Company and be obtained from its
employees/ representatives by the DSAs before assigning them duties is annexed (Annex. 1) to this Code at the bottom
of the document.
Code of Conduct
The code of conduct lays down the rules and regulations with respect to the following important aspects of the selling
& distribution process:

A) Tele-calling a prospective customer - Unsolicited Commercial Communications - National Do Not Call Registry
(NCND)-
i. The Company shall –
a) not engage Telemarketers (DSAs) who do not have any valid registration certificate from Department of
Telecommunication (DoT), Government of India, as telemarketers; the Company shall engage only those
telemarketers who are registered in terms of the guidelines issued by TRAI, from time to time, for any kind of
engagement with customers;
b) furnish the list of Telemarketers (DSAs) engaged by them along with the registered telephone numbers being used
by them for making telemarketing calls to TRAI;
c) ensure that all agents presently engaged by them register themselves with DoT as telemarketers.
ii. A prospective customer may be contacted for prospect identification or sales only under the following
circumstances:

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a) When a prospective customer expresses the desire to acquire a housing loan / financial product through the website /
telecall center / email service / SMS service / office / promotional event or exhibition of the sales and promotion
agents / subagents of (DSA’s Name) for a Company’s product/services
b) Has been referred by another customer / prospective customer or is an existing customer of the Company who has
given consent for accepting calls on other products of the Company.
c) Has been referred by his/her employer under an arrangement with the Company.
d) Has been referred by a developer or a housing society with whom the customer has booked a property.
e) When the prospective customer’s name /telephone no. /address is available and obtained after taking his /her
consent.
f) The employees /representatives of the DSAs should not call a person whose name /number is flagged in any “do not
call” list made available to him /her.

B) When you may contact a prospect on telephone

DSAs must introduce themselves and before calling must share their contact details through message or any other
written mode including his/ her name, contact number, DMA they are employed with and the Company they are
representing
i. Telephonic contact must normally be limited between 09.30 hours and 19.00 hours. However, it may be ensured
that a prospective customer is contacted only when the call is not expected to inconvenience him/her.
ii. Calls earlier or later than the prescribed time period may be placed when the prospective customer has expressly
authorized the DSAS and its employees / representatives to do so either orally or in writing.
iii. Residence/ Business/ Office address visit must normally be limited between 09:30 hours and 19:00 hours. Visit
earlier or later than the prescribed time period may be made only when prospect has expressly authorized DSA or
/and its employees/ representatives to do so either in writing or orally.

C) Respect prospect’s privacy

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

D) Leaving messages and contacting persons other than the prospect

i. Calls must first be placed to the prospective customer. If the prospective customer is not available, a message may be
left for him /her. The aim of the message should be to get the prospective customer 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 ******** (name of officer) representing ***** (name of the Company) called and
requested to call back at ********** (phone number)”. The message must indicate that the purpose of the call is
regarding selling or distributing a product of the Company.
E) No misleading statements / misrepresentations permitted
i. DSA or/and its employees/ representatives should not:

Mislead the prospect on any product/ service offered by the company;

Mislead the prospect about their business or organization’s name or falsely represent themselves as Company’
s employee
Make any false/ unauthorized commitment on behalf of the Company for any facility/ loan/ service.

ii Standard telecalling etiquettes (as specified below) should be practiced. Caller should identify himself, state the
purpose of calling, educate the customer about important terms and conditions of the product and services, and
maintain courteous disposition towards the customer, whatsoever.

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F). Telemarketing Etiquette

a) Pre Call
• No calls prior to 9.30 a.m. to 7 p.m. unless specifically
requested.
• No serial dialing
• No calling on lists unless list is cleared by the team leader
b) During Call
• Identify yourself, your company and your principal
• Request permission to proceed
• If denied permission, apologise and politely disconnect.
• State reason for your call
• Always offer to call back on landline, if call is made to a cell number
• Never interrupt or argue
• To the extent possible, talk in the language which is most comfortable to the prospective customer
• Keep the conversation limited to business matters
• Check for understanding of “Most Important Terms and Conditions” by the customer if he plans to buy the product
• Reconfirm next call or next visit details
• Provide your telephone number, your supervisor’s name or the Company’s officer’s contact details if asked for by the
customer.
• Thank the customer for his /her time
C) 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 the Company on customers who have expressed their desire to be flagged “Do Not Call/Do Not
Disturb”
• Never call or entertain calls from customers regarding products already sold.
• Advise them to contact the Customer Service Staff of the Company.

Gifts or bribes
Employees /representatives of DSAs must not
• accept gifts from prospective customers or bribes of any kind. Any employee/representative of the DSAs, who is
offered a bribe or payment of any kind by a customer, must report the offer to his /her management.
• Offer any gifts/gratitude in cash or in kind to the prospects/customers to solicit business

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Precautions to be taken on Sales visit for loan counselling or active selling

Precautions to be taken on visits / contacts by the employees /representatives of DSAs
• respect personal space – maintain adequate distance from the prospective customer;
• ensure that prospective customer’s is not visited within a period of 3 months of expression of lack of interest for the
offering by him/her.
• not enter the prospective customer’s residence /office against his /her wishes;
• not visit in large numbers, i.e. not more than one employee /representative of the DSAs and one supervisor, if
required;
• respect the prospective customer’s privacy;
• if the prospective customer is not present and only family members /office persons are present at the time of the visit,
he /she should end the visit with a request for the prospective customer to call back;
• provide his /her telephone number, name of the supervisor or the concerned officer of the company and contact
details, if asked for by the customer; and
• Limit discussions with the prospective customer to the business – Maintain a professional distance.

Appearance & Dress Code

DSA or/and its employees/ representatives must be in proper formal attire while meeting up with prospect/
customer.

Handling of letters & other communication

Any communication sent to the prospective customer should be only in the mode and format approved by the Company.

Qualifications for DSA

While there is no specific qualification requirement for individuals, corporate entities depending upon the nature of the
entity, shall ensure that the Partnership Deed, Memorandum of Association or any other document evidencing the
constitution of the entity shall contain as one of its main objects soliciting or procuring DSA business.

Empanelment of DSA
DSA seeking of engagement/ empanelment with the Company shall submit the application for empanelment.

Confidentiality
• Unauthorized information written or verbal Cannot be divulged to any customer / Competitor / any other person e.g.
photocopy Of customer information sheet
• No information on the customers to be shared with other customers

Violation of this Code

DSA’s understand that any violation of this Code by the DSAs/DME/TME including but not limited to violation of
Code of Conduct as mentioned below, will be reported to Company at the earliest and the same will be investigated in
detail and accordingly suitable action will be taken by the Company.
The following will also construe as event/s of violation of the Code of Conduct for its DSAs
• if the Company receives a written complaint from an aggrieved person with or without sufficient proof of violation of
the code of conduct.
• Reporting of violation of code of conduct during any internal, external or regulatory audit.

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Punitive Action on violation of the code of conduct

In event of violation of the present code of conduct, the Company will seek written explanation from the concerned
entity and may on its sole assessment based on the seriousness and the extent of violation, take any of the following
action:
a) Seek detailed explanation on the customer complaint.
b) Issue written warning against allowing violation of code of conduct and seek details of control process to be adopted
by the DSAs to avoid re-occurrence of act of violation.
c) Blacklist or seek blacklisting of erring employees of the DSAs.
d) Permanent termination of the agency with an advertisement in the paper informing public that the said DSAs has
siezed to be a representative of the Company.
e) Seek from the violating DSAs, reimbursement of any expenses incurred by the Company and / or payment of
penalties levied by any competent authority on the Company due to violation of the code of conduct for DSAs.

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 Stamp Ref No: 86AA315572

ANNEXURE III

Declaration-Cum-Undertaking
________________
________________
________________

Dear Sir,
I am working in your Lender as a ___Used Car Dealer/Broker___. My job profile, inter-alia, includes offering,
explaining, sourcing, and assisting documentation of products and linked services to prospects of _____ (name of the
HFC).
In the discharge of my duties, I am obligated to follow the Code of Conduct attached to this document.
I confirm that I have read and understood and agree to abide by the Code of Conduct. I further confirm that the trainer
mentioned below has explained the contents of the Code of Conduct in full to me.
In case of any violation, non-adherence to the said Code, you shall be entitled to take such action against me as you
may deem appropriate.

Signed on this __30__ day of __JANUARY_____2024__

Signature ___BASHA SHAIK____ Name ___BASHA SHAIK__ Agency______

Signature of Trainer _Sayed__ Name __Sayed_ Lender ___

ANNEXURE IV
(Name of Loan Product) – CUSTOMER INFORMATION
Name of
: BASHA SHAIK
Applicant/s
Mobile Number : 9849995956
Email ID : skbasha1972@gmail.com
D NO 54-10-2508, 3RD FLOOR, ANWAR MANSION,, 5TH LANE, RTC COLONY
Address :
EXTENSION, Guntur, Guntur, RTC COLONY, Kothapeta(guntur), Andhra Pradesh, India, 522001
Select which is Looking for property
:
applicable Property identified
Details of
property, if :
identified
Loan amount :
Income Bracket
(per annum)
Upto Rs. 5 lakh
Above Rs. 5
:
lakh to Rs. 10
lakh
Above Rs. 10
lakh
Income Tax Return
Income based on :
Other (Specify the same)

DSA Code : P02619BCPU

Signature of DSA : BASHA SHAIK

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 Certificate Of Signature Completion

Document Details

Document ID: 65b90225c8da453b386dfb40

Document name: P02619BCPU_30-01-2024-02-04

Signature algorithm: SHA-256 With RSA

Signer details

BASHA SHAIK

skbasha1972@gmail.com | 9849995956 (OTP : 633776 )

eSign Service Type: electronic

Signature method & algorithm Signed time & IP

Electronic Signature by SignDesk.com 30 Jan 2024 07:37 PM

SHA-256 With RSA 49.205.97.61

Consent and Consent ID

I understand that by clicking the "Sign Now" button I would be electronically signing the said
document. I have read and understood the said document. I agree to electronically sign all the
pages of the said document and agree to be bound by them.

ID: 5e391cb3109eee1bec30fe49

History

Abhishek Sharan 30 Jan 2024 07:35 PM

Document created
IST (UTC+05:30)

BASHA SHAIK 30 Jan 2024 07:35 PM

Signer invited
skbasha1972@gmail.com IST (UTC+05:30)
 BASHA SHAIK 30 Jan 2024 07:37 PM
Document signed
skbasha1972@gmail.com IST (UTC+05:30)