FINANCIAL ADVISOR SERVICES AGREEMENT

This document is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediaries Guidelines) Rules, 2011 read with Information Technology Act, 2000 and does not require any physical or digital signature.\

This document applies to the access and use of the Credilio Platform (defined later). By accessing and/or using the Credilio Platform in anyway, including, without limitation, using any information, content, services, etc., available therein, you agree to and be bound by the terms thereof. If you do not agree or accept any of the terms herein, please cease using the Credilio Platform immediately. You warrant that you are not suffering from any of disqualifications and/or legally barred to use the Credilio Platform by any law/authority/agency/governmental body. The Company reserves the right to update this document  at any time without notice to you.

In order to access/use the Credilio Platform and to provide your services therefrom, you are required to first complete the registration and enrolment process provided by Credilio. It is clarified that the registration shall not alone make you a ‘financial advisor’ so as to be eligible for enrolment. Your enrolment shall be at the sole discretion of Credilio and its Partner Banks / NBFCs (defined later), which shall not be challenged by you. In the event of refusal of your application, the same shall be informed to you by Credilio.

BY CLICKING THE ACCEPTANCE BUTTON OR BY ACCESSING, USING OR INSTALLING ANY PART OF THE CREDILIO PLATFORM, YOU, AS AN INDEPENDENT FINANCIAL ADVISOR, EXPRESSLY AGREE TO AND FULLY CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS HEREOF, PLEASE DO NOT ACCESS/USE ANY PART OF THE CREDILIO PLATFORM.

This Financial Advisor Services Agreement (“Agreement”) is made between Credilio Financial Technologies  Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 2nd Floor, Raheja Vihar, Symphony IT Park, Behind Ice Factory, Chandivali, Mumbai 400072, hereinafter referred to as ”Credilio” (which expression shall, wherever the context so requires, includes its/their administrators, group companies, affiliates, subsidiaries, successors and assigns) OF THE ONE PART; and You,hereinafter referred to as the “Financial Advisor” (which expression shall, wherever the context so requires, includes your heirs, successors and assigns) OF THE OTHER PART.

Credilio and the Financial Advisor are hereinafter, collectively referred to as the “Parties” and individually as a “Party”

1. DEFINITIONS
   Unless the context otherwise requires, the following expressions shall have the respective meanings:
   (a) “Advisor Services” shall mean the services, mainly being the marketing and sale of Financial Products and Credilio Services, to be rendered by the Financial Advisor to the Customers through the Credilio Platform as set out under Annexure 1 to this Agreement.(b) “Confidential Information” shall include the (i) information furnished to or obtained by the Financial Advisor from Credilio / Customers (defined later) pursuant to this Agreement, including passwords, information relating to the Financial Products and Credilio Services, etc.; (ii) contents of this Agreement; (iii) any other agreement executed in connection with this Agreement; (iv) all Customer Data (defined later); and (v) all information disclosed by Credilio to the Financial Advisor or that the Financial Advisor may otherwise receive, obtain or has been privy to as a result of the relationship between the Parties under this Agreement.(c) “Credilio Branding” means the designs, trademarks, trade-names, business names, logos, commercial symbols, owned by Credilio.(d) “Credilio Platform” shall mean website (www.credilio.in), software, mobile app, technology platform, telecom network, manpower and any such facilitation resources offered by Credilio to the Financial Advisor so as to enable the Financial Advisor to effectively market and sell Financial Products and Credilio Services to the Customers.(e) “Credilio Services” inter alia includes all the Financial Products either issued by Credilio solely or in conjunction with any Partner Banks / NBFCs (defined later) and insurance companies.(f) “Customer” shall mean any individual/entity who avails the Financial Products or Credilio Services on or through the Credilio Platform.(g) “Financial Products” shall mean and include credit cards, personal loans, SME loans, home loans, LAP, insurance products and services or any such products which shall be introduced and offered to the Customers through the Financial Advisor by Credilio directly or in conjunction with any of the Partner Banks / NBFCs.(h) “Intellectual Property Rights” means all rights, title and interests, vested in or arising out of any intellectual property, which includes (without limitation) rights, title and interests in inventions, patents, copyrights, designs, trademarks, trade-names, technology, business name, logos, commercial symbols, processes, developments, licenses, trade secrets, goodwill, specifications, patterns, drawings, computer software, formulae, technical information, research data, concepts, methods, procedures, designs, Confidential Information and any other knowledge of any nature whatsoever throughout the world, including all applications for patents, copyrights, trademarks, trade names, and rights to apply any amendments/modifications, renewals thereto and all other intellectual property rights relating thereto throughout the world.(i) “Merchandise” shall mean the marketing materials and consumable materials for display at the Premises (defined later) as may be supplied by the Credilio to the Financial Advisor.(j) “Partner Banks / NBFCs” shall mean various banks and financial institutions who are licensed/registered under the Reserve Bank of India (RBI) Act, 1934 as well as insurance companies who are licensed/registered under the Insurance Regulatory and Development Authority (IRDA) Act, 1999, to accept applications of and issue Financial Products.(k) “Premises” shall mean the premises from where the Financial Advisor is authorized by Credilio to facilitate the Advisor Services under the terms of this Agreement.
2. SCOPE OF SERVICES
   2.1 Credilio shall provide the Credilio Platform and such other facilitation resources based access to the Financial Advisor to facilitate solicitation of Financial Products and/or any other services as decided by Credilio and its Partner Banks / NBFCs from time to time.
   2.2 The Financial Advisor agrees that he/she will use his/her best efforts to partner with Credilio for social action and capacity building, which shall be non-discriminative, secular, non-exploitative, and transparent.
   2.3 Credilio hereby agrees to provide access to Credilio Platform to the Financial Advisor in accordance with the terms of this Agreement and as per the scope of services detailed in Annexure 1 hereto.
   2.4 It is expressly agreed by the Financial Advisor that the quality of the Advisor Services as per the parameters specified in Annexure 1 and Annexure 3 is the essence of this Agreement and any reasonable assessment made by Credilio in this regard shall be final, acceptable to and binding upon the Financial Advisor without any protest.
3. DUTIES AND OBLIGATIONS OF THE FINANCIAL ADVISOR
   3.1 The Financial Advisor agrees that he/she shall provide the Advisor Services as set out below:
   (a) Identify prospective Customers for various Financial Products and verify the eligibility of such Customers for the Financial Products based on the criteria provided by Credilio from time to time;
   (b) Facilitate enrolment of the target Customers for various Financial Products, including but not limited to collection of documents for Customer verification and registration;
   (c) Educate and inform about the various Financial Products to the Customers who clear Credilio’s enrolment and eligibility criteria and security procedures as communicated by Credilio from time to time;
   (d) Provide such other future services for the Financial Products on behalf of Credilio, duly authorized by the appropriate authorities of Credilio, as mutually agreed upon by the Parties from time to time;
   (e) Facilitate communication with the Customers and assist Credilio in collection and verification of Know Your Customer (“KYC”) documents, compliance of the KYC process by Credilio in accordance with the rules as communicated from time to time by Credilio, including facilitation of verification of the Customers’ personal information/data; however the final KYC exercise on the Customer will be undertaken by Credilio or its Partner Banks / NBFCs or any such third party entities that Credilio has tied up with;
   (f) Process and submit Customers’ applications for the Financial Products digitally and/or physically to the specified address provided by Credilio;
   (g) Perform Advisor Services in accordance with the instructions given by Credilio from time to time; and
   (h) To disclose, forthwith, instances of security lapses and breaches, if any, as soon as the same come to his/her notice.
   3.2 The Financial Advisor shall always follow the Fair Practice Code as mentioned in the Code of Conduct under Annexure 3 of this Agreement.
   
   3.3 The Financial Advisor will ensure that all information exchanged between the Customer and Credilio / Credilio Platform, including but not limited to personal details, KYC document, OTP and the like is recorded and transmitted on “AS IS” basis without any tampering or modification whatsoever and without forwarding to any other party.3.4 Any failure to adhere to above Clause3.4 Any failure to adhere to above Clause3.5 will be deemed as a serious and material breach of this Agreement and Credilio will, at its sole discretion, be entitled to forthwith terminate this Agreement with the Financial Advisor without any further payment to the Financial Advisor. In case any such breach results in any kind of financial losses, liability, claims, penalties whatsoever upon Credilio, the Financial Advisor agrees to bear all such expenses solely and indemnifies Credilio from any such breach.

   3.5 The Financial Advisor confirms that all the information and corresponding KYC documents provided to Credilio at the time of enrolment are true and accurate to the best of his/her knowledge.

   3.6 For processing of the Credilio Services, the Financial Advisor is required to register and maintain a User Access ID(s) with Credilio/Credilio Platform (“Account”). The Financial Advisor shall be fully responsible for maintaining the utmost confidentiality, privacy and security of the Account, and Credilio shall have no liability for any loss or damage caused for any failure/negligence, wilful or otherwise, by the Financial Advisor to maintain such confidentiality, privacy or security.

   3.7 The Financial Advisor may choose to access the Credilio Platform either using Credilio’s mobile application or web application or any such access channels as and when provided by Credilio.
   3.8 Unless otherwise agreed specifically in writing between the Parties, the Financial Advisor confirms his/her agreement with and be bound by every term of this Agreement upon setting up his/her Account.
   3.9 The Financial Advisor agrees that he/she will not use the Credilio Platform to:(a) Commit or cause to be committed any crime or offense or encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, federal or international law or regulation.
   (b) Upload, post, e-mail or otherwise transmit any content that is unlawful, defamatory, harassing, abusive, invasive of another’s privacy, infringes upon the rights of third parties, harmful, wrongful, or obscene.
   (c) Harms minors in any way.
   (d) Upload, post, e-mail or otherwise transmit any material, information or content that he/she does not have a right to transmit under law or contractual relationship.
   (e) Upload, post, email or otherwise transmit any material, information or content that infringes any intellectual property right or other proprietary or privacy rights of any individual or entity.
   (f) Disguise the origin of the material, information or content by omitting or obscuring copyright or authorship, or by forging headers or otherwise manipulating identifiers.
   (g) Upload, post, e-mail or otherwise transmit any unsolicited advertising, promotional materials, or other forms of solicitation, such as “junk mail”, “spam”, “chain letters”, or “pyramid schemes”.
   (h) Alter, damage, or delete any material, information, content or communication that is not belonging to the Financial Advisor or to interfere with the ability of others to have access or use of the Credilio Platform.
   (i) Upload, post, e-mail or otherwise transmit any material, information or content that contains a trojan, software virus or any other computer code, file or program that would interfere or impair with the functionality of the Credilio Platform or any computer software, hardware or telecommunication equipment of the Customer.
   (j) Disrupt the normal communication or otherwise act in such a way that would negatively impact Credilio Platform users’ ability to engage in real-time exchanges.
   (k) Impersonate or claim a relationship with or speak for any individual, business, association, institution, or other organization, including, but not limited to Credilio for which the Financial Advisor has no authorization to do so or to claim such a relationship.
   (l) Interfere with or disrupt the services or servers or networks connected to the Credilio Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Credilio Platform.
   (m) Collect or store personal data about Credilio’s representatives or Customers or vendors.
   (n) Stalk or otherwise harass any individual or cause to be reproduced, duplicated, copied, used, distributed, sold, resold, or otherwise exploit in any manner for commercial use or purposes, any aspect of the Credilio Platform or any associated software, services or products.

   3.10 The Financial Advisor shall be bound by the Code of Conduct as per the details set out under Annexure 3 of this Agreement. Notwithstanding anything stated in Annexure 3, if the Financial Advisor is found indulging in acts of commission / omission which may be prejudicial to the interest of Credilio, Credilio Platform or any Customer, or if the Financial Advisor commits any act of dishonesty, disobedience, insubordination or any other misconduct or neglect of duty or is found incompetent in the discharge of his/her duty, he/she may be subject to appropriate disciplinary action, as per the polices and sole discretion of Credilio.

   3.11 The Financial Advisor further agrees as under:

   (a)The Financial Advisor shall be solely responsible for all expenses, including expenses for arranging its infrastructure, including for a mobile phone, computer, printer, internet connection, electricity, salaries of his/her employees if any hired by the Financial Advisor etc. in providing the Advisor Services as well as for all usage and compliances thereto as per applicable laws. Credilio will in no way be liable or responsible for any non-compliance thereof. The Financial Advisor must disengage any employee/staff appointed by him/her for performance of the Advisor Services upon receipt of written request from Credilio in relation to the same if Credilio feels it would be in the best interests of Credilio and/or the Credilio Platform.
   (b) The Financial Advisor agrees and acknowledges that Credilio shall have the right to modify or completely change, inter alia, the scope of the Advisor Services and/or service levels without prior notice to the Financial Advisor.
   (c) The Financial Advisor undertakes to keep the Customer application forms and KYC related documents in its safe custody and hand over to Credilio as per the instructions issued by Credilio from time to time.
   (d) The Financial Advisor acknowledges that any breach of the terms of this Agreement by him/her shall result in severe loss and long-term hardship to Credilio/Customers and Credilio shall have the right to initiate appropriate legal proceedings against the Financial Advisor, including seeking damages, specific performance, or any other relief available under applicable law and equity.
   (e) The Financial Advisor agrees to use the Intellectual Property Rights, Credilio Branding and Merchandise, if provided by Credilio, only as a mere temporary license for the limited purpose of providing the Advisor Services and for undertaking his/her other obligations under this Agreement. The Financial Advisor must adhere to any instructions issued by Credilio from time to time in relation to use of the Credilio Branding, the Merchandise or any other Intellectual Property Right owned by Credilio.
   (f) The Financial Advisor agrees to allow Credilio, its auditors and any other person authorised by Credilio to access the Premises to enable Credilio to monitor the Financial Advisor’s compliance with the terms and conditions of this Agreement, to inspect or remove the Merchandise, to inspect the Financial Advisor’s records of the transactions in relation to this Agreement and the like. The Financial Advisor shall must fully cooperate with such auditors/authorized personnel appointed by Credilio and must provide all records, documents, etc as may be requested by them for undertaking the audit.
   (g) The Financial Advisor hereby agrees to indemnify, keep indemnified and hold Credilio and its directors, officers, employees, Customers, agents, vendors and representatives harmless from and against all claims, costs, expenses, legal proceedings, damages, penalties, fines, liabilities incurred or suffered by any of them in any manner relating to any representation or warranty of the Financial Advisor set forth in this Agreement, being untrue or incorrect, for any breach of any of the obligations and/or covenants of the Financial Advisor under this Agreement and also for any third party actions against Credilio arising due to any negligence or breach of the obligations of the Financial Advisor or its employees under this Agreement.

4. FEES AND COMMISSIONS
   4.1 The Financial Advisor agrees and acknowledges that Credilio will pay fee or commission to the Financial Advisor for performing the duties and obligations mentioned in the scope of this Agreement. Such payment of fees/commission is subject to the following:(a) Fees and commissions may vary for every Financial Product sold by the Financial Advisor from the Credilio Platform from time to time.
   (b) Credilio is primarily sharing only a part of the fees/commission received from its Partner Banks / NBFCs and in this sense, the quantum and timelines for making such payment to the Financial Advisor solely depend on Credilio receiving it from them.
   (c) Credilio has the sole right and discretion to affix the quantum and timelines for payment of such fees/commissions without any prior notice, consultation, or agreement of any manner whatsoever with the Financial Advisor to which the Financial Advisor shall not protest.
   (d) The Financial Advisor agrees and acknowledges Credilio’s right to impose penalties or reverse any fees/commissions at its sole discretion. Such fees/commissions could be assigned or paid and Credilio reserves the right to levy on a retrospective basis.
   (e) The fees and commissions will be paid by way of transfer to the designated bank account of the Financial Advisor or any such payment mechanism decided by Credilio at its sole discretion. The Financial Advisor is solely responsible for providing accurate and valid information of its own bank account for this purpose. Credilio will not be responsible for any errors, intentionally or otherwise, in the same.
   (f) Credilio will communicate applicable fees/commissions from time to time using any of the communication media, including but not limited to e-mail, mobile app, SMS, Whatsapp, App notifications, Telegram, or similar.
   4.2 Fees and Commissions for the Advisor Services provided by the Financial Advisor under this Agreement shall be as per the mechanism set out in Annexure 2.
   4.3 Notwithstanding anything as set out herein or anywhere in this Agreement, Credilio shall periodically review the fees / commissions payable to the Financial Advisor. Any changes and/or amendments thereto post such review shall be recorded in writing and shall become binding on both the Parties.
   4.4 Nothing contained herein shall prevent Credilio from deducting tax at source, application of levies etc as required under any applicable law.
   4.5 Each Party shall be responsible for paying and complying with the respective tax liabilities and other statutes as applicable to it.
5. REPRESENTATIONS AND WARRANTIES OF THE FINANCIAL ADVISOR
   The Financial Advisor represents and warrants as under:
   (a) he/she shall procure and maintain all necessary licenses, permissions, approvals from the relevant authorities under the applicable laws throughout the tenor of this Agreement;
   (b) he/she shall not tie any Advisor Services offered on behalf of Credilio to the sale of any other product of the Financial Advisor or any other third party;
   (c) he/she possesses the required qualification stipulated by Credilio for acting as ‘financial advisor’ and has the business acumen to perform the duties stated in this Agreement;
   (d) he/she has all requisite power, skills, authority, knowledge, experience, expertise, technology, infrastructure, and capability to facilitate generating leads/onboarding Customers for their financial product requirements and/or sale of Financial Products and Credilio Services through the Credilio Platform;
   (e) he/she is not connected with any political party, religious/communal organizations/groups;
   (f) he/she does not have any criminal record and no criminal proceedings are pending against him/her;
   (g) he/she will not act or behave in any manner that will bring disrepute to Credilio, any Customer or to the Partner Banks / NBFCs;
   (h) he/she shall be solely liable and responsible for compliance of applicable labor laws in respect of its employees, agents, and representatives and in (a) particular laws relating to terminal benefits such as Pension, Gratuity, Provident Fund, Bonus or other benefits to which its employees, agents, and representatives may be entitled and Credilio shall have no liability or responsibility in this regard;
   (i) he/she shall be responsible for all actions of its representatives for verification of the copies of the Customer documents.
   (j) he/she is neither a declared insolvent nor bankrupt and is not the subject matter of any proceeding for its liquidation, winding up or dissolution;
   (k) he/she shall set in place controls and monitoring mechanisms to periodically audit and check the adherence of its representatives in the verification of Customer documents;
   (l) he/she shall promptly report any instance of suspected malpractice observed by him/her or by its representative at the time of verification of documents provided by the Customer; and
   (m) he/she shall not use Credilio’s logo or trademarks in any manner and shall not act/behave in any manner so as to cause impression among the public that he/she is an employee of Credilio; provided, however, that he/she will be permitted to use the Partner Bank’s / NBFC’s logo and any other intellectual property as may be required for the purposes of performing the Advisor Services contained herein.
6. TERM AND TERMINATION
   6.1 This Agreement is effective upon the Financial Advisor’s acceptance of this Agreement as set forth herein and shall continue to be in force and effect, unless terminated in accordance with terms hereof (“Term”).
   6.2 It is expressly agreed that any transaction by way of completion of Advisor Services after the termination of this Agreement but initiated prior to the termination of this Agreement shall not be construed to be and shall not be an extension of this Agreement.
   6.3 This Agreement, in full or in part, shall automatically terminate in the event of the termination of Credilio’s contractual arrangement with Partner Banks / NBFCs relevant to that particular Advisor Services.
   6.4 Notwithstanding anything contained in this Agreement, Credilio shall be entitled to terminate this Agreement for convenience without assigning any reasons and on an immediate basis or otherwise and without incurring any liabilities for such termination provided however that any undisputed amount of fees/commissions shall be paid by Credilio to the Financial Advisor up to the date effective termination.
   6.5 Termination or expiration of this Agreement shall not prejudice the right of a Party to recover any payment due to it at the time of termination or expiration or accruing as a result thereof, nor shall such termination or expiration prejudice any cause of action or claim of Party accrued. All obligations and liabilities incurred prior to termination or expiration will survive until discharged. Notwithstanding the foregoing or anything else contained herein to the contrary, no fees/commission for the Financial Products shall become due or paid after the termination or expiration of this Agreement, except for fees/commission earned prior to any such termination or expiration of this Agreement.
   6.6 The provisions referred herein shall not preclude Credilio from recourse to any other remedies available to itself by statute or otherwise, at law or in equity.
   6.7 Termination or expiration of this Agreement shall be without prejudice to the rights and remedies of Credilio to claim any punitive damages and/or liquidated damages or other damages from the other Party in connection with any breach or violation of the terms of Agreement during its currency and afterwards.
   6.8 Credilio shall have the right to forthwith terminate this Agreement without payment of any fee/commission, on the occurrence of any of the following events:(a) material breach by the Financial Advisor of any of his/her obligations under this Agreement, including but not limited to the causes mentioned in Clause 11 of this Agreement;
   (b) breach by the Financial Advisor of any of its duties, obligations, representations or warranties as set forth in this Agreement;
   (c) filing of voluntary or involuntary proceedings by or against the Financial Advisor under bankruptcy or insolvency laws or under laws for liquidation, dissolution, receivership or similar procedures, or the Financial Advisor seeks or consents to similar relief or remedies without proceedings;
   (d) in the event of the Financial Advisor being inactive and/or unproductive for more than 30 (Thirty) days on the Credilio Platform from the last successful transaction undertaken by the Financial Advisor on the Platform;
   (e) in the event of misrepresentation by the Financial Advisor, including but not limited to data, information, staff/agent details, transactions by the Financial Advisor;
   (f) in the event of Credilio’s inability to provide Credilio Services to the Customers for whatsoever reasons;
   (g) without prejudice to the above, Credilio may at its sole discretion terminate this Agreement forthwith by written intimation to the Financial Advisor if, in the sole opinion of Credilio, the performance of the Advisory Services by the Financial Advisor is not satisfactory or for any reasons that it may deem fit
   (h) notwithstanding the foregoing or anything else contained herein to the contrary, no fees/commissions shall be become due or paid after the termination or expiration of this Agreement, except for fees/commission earned prior to any such termination or expiration of this Agreement.6.9 Effects of Termination:

   (a) Termination of this Agreement between Credilio and the Financial Advisor would not impact this Agreement’s status between Credilio and the Customers onboarded by the Financial Advisor during the tenure of this Agreement.
   (b) Termination shall not prejudice the right of Credilio to recover any payment due to it at the time of termination or accruing as a result thereof, nor shall such termination prejudice any cause of action or claim. All obligations and liabilities incurred prior to termination will survive till discharged.
   (c) The Financial Advisor shall immediately have no further right or entitlement to use Credilio Platform or Credilio Branding or Intellectual Property Rights and shall consequently immediately cease any and all use thereof. The Financial Advisor shall without delay, but in any event within 5 (five) working days of the termination of this Agreement, return to Credilio (or demonstrably destroy) any and all materials (including copies) relating to Credilio Branding and Intellectual Property Rights which are then under the possession or control of the Financial Advisor.
   (d) The Financial Advisor shall during the termination notice period, and for a period of 1 (One) year after (“Reverse Transition Period”) the termination of this Agreement, shall provide Reverse Transition Services which shall mean and include procuring back the Customer Data, account details to access the Platform, Credilio Branding, Intellectual Property Rights and all other materials and applications, if any, from the Financial Advisor to Credilio without any additional cost to Credilio during the Reverse Transition Period or for such additional period as may be mutually agreed in writing by the Parties. Credilio shall pay the fees (if any) for Services rendered by the Financial Advisor during the Reverse Transition Period in the manner mutually agreed between the Parties.
   (e) The Financial Advisor shall without delay, but in any event within 5 (five) days of the termination, ensure and arrange that any and all documentation, business records (including, but not limited to, financial and/or technical data and drawings, price lists and advertisement material) and other material (including disks, tapes, and other media) containing Confidential Information belonging to Customers, Credilio and any information used and/or captured during the process of providing Advisor Services or Credilio Services during the Term of this Agreement, is either returned or demonstrably destroyed without retaining any copies (whether in paper, magnetic or electronic form) and/or extracts thereof whatsoever.
   (f) insofar as any business records remain necessary for the execution of orders already received or offers which were submitted as binding, the Financial Advisor will ensure that the business records shall be handed over to Credilio immediately after the performance of said orders or offers has been completed.

7. DATA PROTECTION
   7.1 The Financial Advisor shall procure that its staff/personnel shall comply with all Data Protection Legislation (defined later) and such compliance shall include, but not be limited to, maintaining a valid and up-to-date registration or notification (where applicable) under the Data Protection Legislation.7.2 For the purpose of this Agreement:“Data Protection Legislation” means the legislation, rules and regulations relating to the protection of Personal Data (defined later) and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual including (without limitation):(a) the Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder;
   (b) all other Banking and Insurance industry guidelines (whether statutory or non-statutory) or codes of conduct relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual issued by any regulator to Credilio; and
   (c) any other applicable law solely relating to the protection of Personal Data and processing, storage, usage, collection and/or application of Personal Data or privacy of an individual.“Personal Data” shall have the same meaning as ascribed to the term ‘Sensitive Personal Data or Information’ under the Privacy Rules (as amended from time to time).7.3 The Financial Advisor shall only undertake the processing of Personal Data:
   (a) reasonably required in connection with the performance of its obligations under this Agreement; and
   (b) in accordance with Credilio’s written instructions and shall comply with all reasonable procedures and processes notified by the Credilio from time to time.7.4 Credilio hereby instructs the Financial Advisor to take such steps in the processing of Personal Data as are reasonably necessary for their performance of the Financial Advisor’s obligations under this Agreement.
   7.5 The Financial Advisor shall not store or process or transfer any Personal Data without the prior written consent of Credilio.
   7.6 The Financial Advisor shall at all times have appropriate technical and organizational measures in place acceptable to Credilio:(i) to prevent unauthorized or unlawful processing of any Personal Data;
   (ii) to protect any Personal Data against accidental loss, destruction or damage;
   (iii) to ensure the reliability of its employees/contractor having access to the Personal Data;
   (iv) On Credilio’s reasonable request, the Financial Advisor will:
   (a) provide a detailed, written description of the measures undertaken by the Financial Advisor and the Financial Advisor’s compliance with those measures; and
   (b) allow Credilio access to Financial Advisor’s premises to inspect its procedures for the processing of Personal Data;

   (iv) If the Financial Advisor receives a request from any person for access to Personal Data or any other request relating to Credilio’s obligations under the Data Protection Legislation, the Financial Advisor shall:
   (a) provide a detailed, written description of the measures undertaken by the Financial Advisor and the Financial Advisor’s compliance with those measures; and
   (b) allow Credilio access to Financial Advisor’s premises to inspect its procedures for the processing of Personal Data;

   (v)If the Financial Advisor receives a request from any person for access to Personal Data or any other request relating to Credilio’s obligations under the Data Protection Legislation, the Financial Advisor shall:
   (a) immediately notify Credilio; and
   (b) provide full co-operation and assistance to Credilio in relation to any such complaint or request including, without limitation:
   (i) providing Credilio with full details of any such request;
   (ii) providing Credilio with any Personal Data it holds in relation to any person in a form specified by Credilio and within ten (10) days of receipt of the request or as otherwise stipulated by Credilio; and
   (iii)comply with the data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with explicit authorisation to do so from the Credilio.

   (vi)The Financial Advisor shall:
   (a) immediately provide Credilio with full details of any complaint or allegation that Credilio is not complying with the Data Protection Legislation; and
   (b) assist Credilio in taking any action that Credilio deems appropriate to deal with such complaint or allegation including without limitation immediately providing Credilio with any Personal Data it holds in relation to any person;

   (vii)The Financial Advisor shall not sub-contract to any third party any of its obligations to process Personal Data on behalf of Credilio unless all of the following provisions of this Clause have first been complied with:
   (a) the Financial Advisor has provided Credilio with such information as Credilio may require ascertaining that such sub-contractor has the ability to comply with the provisions of this Agreement;
   (b) the Financial Advisor has obtained prior written consent of Credilio;
   (c) the proposed sub-contractor has entered into a contract with Credilio substantially upon the terms of this clause; and
   (d) upon expiry or termination of this Agreement for any reason, the Financial Advisor shall immediately return, or at Credilio’s option, destroy any Personal Data held by it or its service provider personnel or sub-contractors and issue a confirmation of compliance in this regard to Credilio.

8. CONFIDENTIALITY
   8.1 For the purpose of this Agreement, the term “Confidential Information” shall mean all non-public information of Credilio, and its Customers and Partner Banks / NBFCs which is accessible by or is available to the Financial Advisor whether in writing, oral, graphic, visual or any other tangible, intangible or electronic form including, without limitation, all documents, data, applications, cheques, papers and statements and any business/Customer information and trade secret, any and all information relating to the Partner Banks / NBFCs and/or its clients’ (whether past, present or future) business, technical, financial information and data, financial results and projections, cost and prices, fee structure, details of vendors, suppliers, retailers, employees and consultants (past, present or prospective), technologies, technical and business strategies, business and marketing plans, marketing and sales techniques, pricing and other strategies, computer programs, software tools, source codes, object codes, protocols, product descriptions, development schedules, product positioning, choice of product names, trade secrets or know how, Customer information and Intellectual Property Rights as well as any such information not generally known to third parties or received from others that the Financial Advisor is reasonably expected to treat as confidential.8.2 The Financial Advisor acknowledges that in the course of performing its obligations under this Agreement, he/she and/or its employees/agents shall be exposed to or acquire Confidential Information of Credilio. The Financial Advisor shall at all times, maintain confidentiality regarding Credilio’s Confidential Information and shall not disclose the Confidential Information to any third party. The Financial Advisor shall also ensure that its employees/agents shall also maintain confidentiality of the information and not disclose the Confidential Information to any third party.8.3 The Financial Advisor acknowledges that Credilio will be providing training and Financial Products information and related material on the Platform which is proprietary in nature and not for circulation other than to the Financial Advisor. The Financial Advisor agrees not to transfer / transmit, publish, translate, modify or make any derivative use thereof of any such material to any other person for any purpose whatsoever without obtaining explicit consent from Credilio. Any violation to this Clause8.3 by the Financial Advisor will be treated as material breach of this Agreement and Credilio shall be entitled to take strictest and punitive action against the same at its sole discretion.

   8.4 The Financial Advisor hereby acknowledges that Credilio’s Confidential Information (in whatsoever form) provided or accessed shall be and remain the property of Credilio and it shall not acquire by implication or otherwise, any right, title, interest or licence in respect of the same, except as expressly provided under this Agreement.

   8.5 During the Term of this Agreement and for a period of two (2) years thereafter, the Financial Advisor shall hold Credilio’s Confidential Information and the Customer Data and details of this Agreement strictly confidential and, unless required by applicable law, shall not disclose Credilio’s Confidential Information and agrees to use Credilio’s Confidential Information only for the purpose of performing its obligations under this Agreement.

   8.6 Individuals and employees assigned by the Financial Advisor to facilitate Advisor Services, if permitted by Credilio under this Agreement, must sign confidentiality and non-disclosure agreements for protecting the Confidential Information to the satisfaction of Credilio.

   8.7 All Confidential Information disclosed hereunder shall remain the property of Credilio. Upon termination or expiration of this Agreement for whatsoever reason, such Confidential Information shall be returned or destroyed by the Financial Advisor on immediate basis and under intimation to Credilio.8.8 In event of a breach or threatened breach by the Financial Advisor of this Clause 8, monetary damages alone may not be an adequate remedy; therefore, Credilio shall be entitled to injunctive relief to restrain the Financial Advisor from any such breach, threatened or actual. This obligation of the Financial Advisor under this Clause 8 shall remain in the force even after termination or expiration of this Agreement for any reason whatsoever.

   8.9 In the event the Financial Advisor is directed by court, regulatory, statutory or other authorities to disclose Confidential Information, the Financial Advisor shall first immediately notify Credilio in writing giving sufficient details of the court order or regulatory or statutory or similar process, in order to enable Credilio to make application for an appropriate protective order. Such notice shall be accompanied by a copy of such order/request also.

   8.10 The Confidential Information would include any details of the Customer that the Financial Advisor may be privy to. The Financial Advisor shall maintain as confidential the Customer data and any details concerning the including Customer Application forms and KYC related documents (“Customer Data”) throughout the Term and after its termination or expiry in perpetuity. The Financial Advisor must ensure that its employees, staff engaged for providing the Advisor Services also maintain as confidential the confidential information and Customer Data as stipulated hereinabove. The Financial Advisor and/or its employees and staff must take adequate measures for maintaining the security of the Customer Data and must inform Credilio in case of any security breaches and/or leakage of confidential Customer Data. The Financial Advisor agrees to hold harmless and indemnify the Credilio for breach of this Clause 8.9 caused by the Financial Advisor or its employees and staff engaged for providing the Advisor Services.

9. INDEMNITY
   9.1 The Financial Advisor hereby agrees to indemnify, keep indemnified and hold Credilio and its directors, officers, employees agents and representatives, harmless from and against all claims, costs, expenses, legal proceedings, damages, penalties, fines, liabilities incurred or suffered by any of them in any manner relating to any representation or warranty of the Financial Advisor set forth in this Agreement, being untrue or incorrect, for the breach of Financial Advisor’s obligations and/or covenants under this Agreement, and also for any Customer or third party actions against Credilio arising due to any act, negligence, default or breach of the obligations of the Financial Advisor or its employees at the time of carrying out the Advisor Services.9.2 Notwithstanding any other provisions of this Agreement, in no event shall Credilio be liable to the Financial Advisor for any loss of profits or revenues, consequential or similar damages arising out of or in connection with the Advisor Services, materials or assistance provided under this Agreement, or for any claims made by the Partner Banks / NBFCs.9.3 The Financial Advisor will indemnify Credilio for any losses, claims, penalties imposed on Credilio as a result of lapse in conducting the Customer related KYC verification by the personnel of the Financial Advisor . Any penalties imposed on Credilio as a result of acting on the verification purportedly completed by the representative of the FINANCIAL ADVISOR, shall be borne and paid by the Financial Advisor.

   9.4 The Financial Advisor agrees to bear all such expenses and shall indemnify Credilio from any financial liability for any material breach resulting into any kind of financial losses, claims, penalties whatsoever, upon Credilio.

   9.5 The indemnities under this Clause 9 are in addition to and without prejudice to the indemnities given elsewhere in this Agreement. The indemnities provided herein shall survive the termination or expiry of this Agreement.

10. LIMITATION OF LIABILITY
    10.1 Notwithstanding anything contrary contained herein or elsewhere, under no circumstances shall Credilio, its directors, officers, shareholders, agents be liable for any claims whether special, incidental, direct, indirect or consequential damages or damages of any nature including but not limited to use of data or loss of data of the Financial Advisor , loss of profits or revenues, or business opportunities, or similar losses or damages arising out of or in connection with the materials or assistance provided under this Agreement or failure to achieve cost savings to the Financial Advisor either in contract or in tort or otherwise or arising from the termination or expiry of this Agreement, even if either Party has been advised in advance of the possibility of such loss, cost or damages, arising out of or in connection with this Agreement.10.2 Under no circumstances shall Credilio be liable to the Financial Advisor or its personnel or any persons acting under the instructions of the Financial Advisor for any third party suits, claims, demands or other actions arising out of an act or omission or mis-conduct, negligence, misrepresentation on the part of the Financial Advisor or its personnel or any persons acting under the instructions of the Financial Advisor while providing Advisor Services under this Agreement.10.3 Disbursement of funds against unlawful, un-regulated or prohibited activities or any disbursements which may be deemed to result in money laundering, combating finance for terrorism (CFT) etc. will make the Financial Advisor solely and unconditionally liable for its implications. The Financial Advisor hereby indemnifies Credilio from any losses, fines or any other penalties arising out of the same. Notwithstanding anything contained under this Agreement, the aggregate liability of Credilio shall not be more than the net revenue earned by Credilio under this Agreement through the Advisor Services for the last three (3) consecutive months.
11. CONTROL, MONITOR, AND REVIEW
    11.1 The Financial Advisor shall undertake to provide regular updates at such intervals as may be specified by Credilio with respect to the Advisor Services undertaken in terms of this Agreement. The Financial Advisor hereby agrees to ensure reasonable standards of care and skill in discharging the Advisor Services in terms of this Agreement.11.2 The Financial Advisor hereby agrees to have reasonable security practices, control processes and checks in respect of the Advisor Services provided under this Agreement. The Financial Advisor shall monitor on regular basis and disclose any breaches in the security practices/processes and controls to Credilio.11.3 Credilio has the right to immediately notify the Partner Banks / NBFCs in the event of any leakage of confidential Customer Data originating from the Financial Advisor or the employees or associates of the Financial Advisor.

    11.4 Credilio reserves the right to apply restrictions in order to prevent/reduce/tackle fraudulent transactions including but not limited to the right to decline request or registration, reversing wallet loads/transaction, refunding funds to source account, keeping settlements on hold etc. Credilio shall also apply velocity parameters including transaction limit, time limit between transactions etc.

    11.5 Credilio may, from time to time during the Term, make or carry out business reviews of the Financial Advisor arrangement and/or monitor the activities and transactions carried out by the Financial Advisor, which shall be subjected to the following conditions:

    1. verify that the Financial Advisor continues to be constituted as per laws and regulations and operates a bona fide business;
    2. verify that the Financial Advisor has sufficient safeguards in place to protect Customer Data;
    3. quantify and investigate the levels of fraud or default or scope of business relating to the transactions; and/or
    4. provide any other information/documents that Credilio (acting reasonably) may require in the context of its obligations under this Agreement and/or the agreements with the Partner Banks / NBFCs or regulators, and the Financial Advisor shall provide all reasonable assistance and information, including but not limited to updated financials, to us with respect to such assessments.

    11.6 If, at any time after Credilio has made or carried out an assessment or it has been notified of an issue, Credilio determines (acting reasonably) that the Financial Advisor or circumstances relating to the Financial Advisor represent a material credit risk or potentially increase Credilio’s exposure under this Agreement, then Credilio may:
    (a) terminate this Agreement with immediate effect without any further recourse to the Financial Advisor;
    (b)  if, at any time, Credilio discovers that a fraud has been committed by the Financial Advisor or the Financial Advisor has in connivance with any other person done any fraud or assisted or abetted in the same; or any transaction has been fraudulently initiated, Credilio may report the same to the Partner Banks / NBFCs or to any governmental and/or law enforcement authorities; and/or
    (c) permit the Financial Advisor to continue offering Advisor Services provided the Financial Advisor agrees to maintain a security deposit or bank guarantee, as solely determined by Credilio at its sole discretion, to act as a cover against the risk involved in continuing to provide Advisor Services. The Financial Advisor agrees that such a deposit will be maintained up to 12 (twelve) months after the date of expiry or termination of this Agreement and will not bear any interest.

    11.7 In case the Financial Advisor fails to perform in accordance with the terms and conditions of this Agreement, Credilio will intimate the Financial Advisor of such shortcomings. In case the Financial Advisor fails to cure such shortcomings within 30 (thirty) days of such intimation or within such shorter days as communicated by Credilio to the Financial Advisor, Credilio shall have the option to terminate this Agreement forthwith.

    11.8 Any non-adherence to this Clause 11 shall be considered to be material breach of the provisions of this Agreement by the Financial Advisor.

12. INSPECTION AND AUDIT
    The Financial Advisor shall keep complete and accurate record of all the transactions in connection with the Advisor Services provided hereunder. During the Term of this Agreement and upon reasonable prior written notice and during normal business hours, the Financial Advisor shall allow Credilio, its officials/auditors, authorised persons and/or regulators to inspect, at Credilio’s expense, to examine and audit the Financial Advisor’s operations relating to the Advisor Services as set forth in this Agreement solely for purposes of verifying that the Advisor Services are being provided in a manner that is consistent with this Agreement and applicable law. The Financial Advisor shall allow such persons to also inspect the Merchandise, records of transactions etc. and must provide service related records, documents as may be requested by the auditors for undertaking the audit/inspection. The Financial Advisor will co-operate with Credilio’s internal or external auditor to assure a prompt and accurate audit. The Financial Advisor shall also co-operate in good faith with Credilio to correct any practices which are found to be deficient as a result of any such audit within a reasonable time after receipt of Credilio’s audit report.
13. ASSIGNMENT
    This Agreement shall not be assigned, in whole or in part by the Financial Advisor unless prior written approval of Credilio has been obtained.
14. GOVERNING LAW AND DISPUTE RESOLUTION
    The terms of this Agreement shall be subject to and governed by the laws of India and the courts at Mumbai, India shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.
15. INTELLECTUAL PROPERTY
    The Financial Advisor specifically agrees and confirms that, unless expressly stated otherwise in this Agreement, nothing contained in this Agreement amounts to a license or assignment of the Intellectual Property Rights of Credilio, including any Intellectual Property Rights contained in the Credilio Branding and the Merchandise in favour of the Financial Advisor. At all times, Credilio will be the sole and absolute owner of all the Intellectual Property Rights in the Credilio Branding, Merchandise, Customer Data and all information provided by Credilio to the Financial Advisor for providing the Advisor Services. The Financial Advisor expressly agrees and confirms that it unconditionally waives and will not claim to possess or own any Intellectual Property Rights over the Credilio Branding, Merchandise, Customer Data or any other Intellectual Property Rights contained in any proprietary material or data or information of Credilio. Nothing contained herein shall authorize the Financial Advisor to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of Credilio without prior written consent of Credilio, and such usage shall be in strict compliance with this Agreement.
16. SEVERABILITY
    If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining term and provisions of this Agreement shall remain unimpaired and in full force and effect.
17. INJUCTIVE RELIEF
    In the event of a breach of any of the terms of this Agreement by the Financial Advisor , the same will cause Credilio irreparable loss and injury and Credilio shall be entitled to initiate appropriate legal proceedings against the Financial Advisor for seeking damages, specific performance, or any other relief available under the applicable law.
18. DISPUTE RESOLUTION AND ARBITRATION
    18.1 Any disputes or differences arising between the Parties hereto from and out of any of the provisions of this Agreement as to the construction, meaning or effect thereof or as to the rights, obligations and liabilities or any breach thereof of the Parties hereto, either during the Term of this Agreement or upon termination or expiration thereof shall be settled amicably by mutual accord by the Parties within 30 (thirty) days from the day of such disputes or differences.
    18.2 If such disputes/differences are not resolved within the said period of 30 (thirty) days then the Party shall refer such disputes of differences to a binding arbitration through a sole arbitrator to be appointed mutually by the Parties in accordance with the provisions of the Arbitration and Conciliations Act, 1996 or any statutory amendments thereof. If the Parties fail to agree to a sole arbitrator then the sole arbitrator shall be appointed as per the provisions of the said Act. The arbitration proceedings shall be conducted in English language and will be held in Mumbai. The cost of arbitration shall be initially borne equally by the Parties. The arbitrator in his award may award costs to the successful Party, including costs of arbitration.
    18.3 This Clause 18 shall survive the expiry or termination of this Agreement.
19. NOTICES
    19.1 All notices, request statements, correspondence and other communications hereunder must be in writing in the English language and will be deemed to have been duly given only if delivered personally, or recognized express courier delivery (with return receipt requested or delivery confirmation), or electronic email (followed by registered mail), to the Parties at the address and communication details provided at the time of registration for the Credilio Platform.
    19.2 The address for notice may be changed by either Party by giving prompt notice to the other Party.
20. FORCE MAJEURE
    Neither Party shall be responsible or liable for any delay in performing or failure to perform its obligations hereunder if occasioned by events or circumstances beyond its reasonable control, including but not limited to acts of God; fire; flood; earthquake; embargo; explosion; accident; strikes; labor unrest; lockouts; sabotage; riots; war; epidemic, pandemic, coercive action of regulatory agencies; or court injunction or order (each a “Force Majeure Event”), provided, however that it shall not be a defense against a failure to perform hereunder solely on the basis that a Force Majeure Event increases a Party’s costs of performance. The Party affected by any Force Majeure Event shall promptly notify the other Party of the existence thereof and shall use best efforts promptly to eliminate or mitigate the effects of such Force Majeure Event that prevents its performance hereunder, and the time for such performance shall be extended for a period of time equal to the delay caused by such Force Majeure Event.
21. AMENDMENTS
    No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialled by both the Parties to this Agreement.
22. WAIVER
    Waiver by either Party of a breach or violation of, or failure of either Party to enforce, any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation or relinquishment of any rights hereunder.
23. SURVIVAL
    Clauses that by their nature are intended to survive, shall survive the expiration or termination of this Agreement for any reason.
24. EXCLUSIVITY
    This Agreement is personal and is exclusive for the Financial Advisor. The Financial Advisor hereby agrees not to provide any services, whether same or similar service to the Advisory Services, for any other person, entity or organisation engaged in a similar business as Credilio. The Financial Advisor will also not engage directly with the Bank Partners / NBFCs of Credilio.
25. SUB-CONTRACTING
    The Financial Advisor shall not assign, delegate, sub-contract or transfer any of its responsibility or any right or obligation contained in this Agreement to any agent and / or sub-agent/or a third party without prior written permission of Credilio, which permission may be denied by Credilio solely in its discretion. In the event, the Financial Advisor is found violating this Clause 25, the services of the Financial Advisor shall be terminated immediately by Credilio and a fine of Rs. 10,00,000/- (Rupees Ten Lakhs Only) shall be levied upon the Financial Advisor which the Financial Advisor shall pay to Credilio without any delay or demur.
26. ENTIRE AGREEMENT
    This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior communications, representations or agreements, oral or written, with respect to the subject matter hereof and has been induced by no representations, statements or agreements other than those herein expressed.
27. NO PARTNERSHIP
    Nothing contained in this Agreement shall be construed (a) to create an association, trust, partnership, or joint venture, (b) to impose a trust or partnership duty, obligation, or liability on or with regard to either Party, (c) to create any principal-to-principal relationship between the Parties, or (d) to create any duty, standard of care or liability to any person or entity not a party to this Agreement. The relationship between the Parties to this Agreement shall be of independent contractors.

Last Updated on: Jan 11, 2021

TERMS OF USE FOR CUSTOMERS

This document is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediaries Guidelines) Rules, 2011 read with Information Technology Act, 2000 and does not require any physical or digital signature.

This document applies to the access and use of the website (www.credilio.in), software, mobile app, technology platform, telecom network and any such facilitation resources as may be offered (“Credilio Platform”). The Credilio Platform is owned by Credilio Financial Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 2nd Floor, Raheja Vihar, Symphony IT Park, Behind Ice Factory, Chandivali, Mumbai 400072 (”Credilio”).

The Credilio Platform acts as in intermediary marketplace platform which offers and sells, various financial products such as credit cards, personal loans, SME loans, home loans, LAP, insurance products, etc and any such products, built and/or offered by partner banks and institutions/NBFCs, (“Financial Products”) to Platform users from time to time. 

These Platform related terms (“Terms”) are applicable to you (hereinafter referred to as “You” or “Your” or “Yourself”) when You use or access the Credilio Platform or any part thereof in anyway, including, without limitation, using any information, content, services, etc., available therein, and You agree to and be bound by them. If You do not agree or accept any of the Terms herein, please do not access/use the Credilio Platform in any way whatsoever. 

In order to access/use the Credilio Platform and to avail the Financial Products therefrom, You are required to first complete the registration process as provided on the Credilio Platform.

BY CLICKING THE ACCEPTANCE BUTTON OR BY ACCESSING, USING OR INSTALLING ANY PART OF THE CREDILIO PLATFORM, YOU, EXPRESSLY AGREE TO AND FULLY CONSENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THE TERMS HEREOF, PLEASE DO NOT ACCESS/USE ANY PART OF THE CREDILIO PLATFORM. 

You acknowledge that You have fully read as well as fully understood all the terms of these Terms and fully agree to be bound by them as well as the additional terms, if any, including but not limited to Our Privacy Policy, accessible at the link https://www.credilio.in/privacy-policy, which is deemed incorporated in these Terms by reference and which forms an integral part thereof.

1. GENERAL
   1.1 By accessing the Credilio Platform and by creating an account with Credilio, You are accepting these Terms and You represent and warrant that You have all the right, authority, and capacity to enter into these Terms.
   1.2In order to use the Credilio Platform and avail the Financial Products and other services as available therefrom, You must register with Credilio by creating Your personal account on the Platform by providing certain personal and non-personal information about Yourself as prompted by the Credilio Platform’s registration form. Apart from taking personal information that directly identifies You. You represent and warrant that: (a) all required registration as well as personal information You submit shall always be true and accurate; and (b) You will maintain the accuracy of such information; else be liable for any risks and consequences arising therefrom. Without limiting the generality of the foregoing, You agree to provide Credilio with any identification documents which Credilio might request from You from time to time for the purposes of verifying Your identity. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate, not updated or incomplete), or Credilio has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Credilio shall have the right to suspend or terminate Your account and/or refuse any and all current or future use of the Credilio Platform (or any part thereof).
   1.3You may delete Your account at any time, for any reason, by emailing Credilio at ping@credilio.in. You are solely responsible for maintaining the confidentiality of Your Credilio Platform account login information and are fully responsible for any and all activities that take place under Your said account. You agree to immediately notify Credilio of any unauthorized use or suspected unauthorized use or disclosure of Your said account or any other breach of security thereof. We cannot and will not be held liable for any loss or damage arising from Your failure to comply with the above requirements and for any unauthorized use or disclosure of Your account details.
   1.4 You shall create only one account with Credilio and shall not directly or indirectly create more than one account.
   1.5 You further represent and warrant that You are of at least 18 years of age in order to be competent to contract and enter into these Terms and abide by them.
   1.6 Subject to the terms of these Terms, Credilio grants You a non-transferable and non-exclusive, license to use the Credilio  Platform only for Your personal and non-commercial use and for the purposes as envisaged under these Terms.
   1.7 The rights granted to You in these Terms are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Credilio  Platform, or otherwise host or sub-license the same or any part thereof; (b) You shall not modify, make derivative works of, adapt, translate, disassemble, reverse engineer or decompile any part of the Credilio Platform, or otherwise attempt to discover the source code therein or any part thereof; (c) You shall not access the Credilio Platform in order to build or promote a similar or competitive website/platform; (d) You shall not infringe or violate the Intellectual Property Rights (as defined later) in the Credilio  Platform in any way whatsoever; and (e) You shall not copy, reproduce, distribute, republish, download, display, post or transmit the Credilio Platform or any part thereof in any form or by any means.
   1.8Any future release, update or other addition to functionality of the Credilio Platform shall be at Credilio’s sole discretion and shall always be subject to the terms of these Terms and as may be amended from time to time. You agree that Credilio will not be liable to You or to any third party for any such future release, update, or other addition to functionality or for any modification, suspension or discontinuance of the Credilio Platform or any part thereof.
   1.9All Intellectual Property Rights and other proprietary rights in and to the Credilio Platform vests with Credilio and/or its licensors. The provision of the Credilio Platform does not transfer to You or to any third party, any rights, title and/or interest in or to such Intellectual Property Rights.
   1.10. The Credilio Platform may use third party vendors and service providers and their payments gateways for accepting payments therefrom on the Credilio Platform. You hereby authorize Credilio and the said third party service providers to run all accepted payment authorizations provided by You, to store your payment card and banking and other financial details and to charge Your payment card/account for the services fees and any other amounts owed under these Terms. To the extent permitted by applicable law and subject to Credilio’s Privacy Policy accessible at the link https://www.credilio.in/privacy-policy , You acknowledge and agree that Credilio may use the said third party vendors and service providers to process payments and manage Your payment method information. By providing the payment method information, You represent, warrant and covenant that You: (a) are legally authorized to provide such information; and (b) legally authorized to make payments using the payment methods available on the Credilio Platform. When You authorize a payment using any acceptable payment method via the Credilio Platform, You further represent and warrant that there are or will be sufficient funds or credit available to complete the payment using the designated payment method. To the extent that any amounts owed under these Terms cannot be collected from Your payment method(s), You will be solely responsible for paying such amounts by other means.
   1.11. By making use of the Credilio Platform, and furnishing Your personal details, You hereby agree that You are interested in knowing more or availing and/or purchasing various Financial Products and availing various services, offers, campaigns or other promotional material that Credilio or any other third party may offer/provide/share/send You from time to time through any means, including but not limited to telephone, SMS, e-mail, Whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode . You hereby agree that Credilio may contact You either electronically or through phone, to understand Your interest in such selected products and services and to fulfil Your requirements or complete Your application. Further, You also expressly agree and authorize Credilio and its partners, service providers, advisors, vendors and other third parties to contact You for the purpose of offering or inviting Your interest in availing various other products/services offered by third parties, or for sending other marketing campaigns, offers, or any other information either on the Credilio Platform or through various communication modes. You agree and consent to receive communications relating to all of the foregoing and expressly waive any registration or preference made under DND/NCPR list under the applicable TRAI regulations in force.
   11.12 You agree and acknowledge that for undertaking any financial transaction through the Credilio Platform, Credilio may undertake Credilio Platform’s client/customer/user’s due diligence measures and seek mandatory information required for Know-Your-Customer (“KYC”) purpose which, as a customer, You are obliged to give, while facilitating Your request for availing any of the Financial Products in accordance with applicable law and regulations. Credilio may obtain sufficient information to establish, to its satisfaction or its partner banks/financial institutions/NBFCs, the identity of each client/customer/user, and to ascertain the purpose of the intended nature of relationship between You and them. You agree and acknowledge that Credilio can undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to such due diligence requirements in line with the requirements and obligations under applicable laws and regulations.
   11.13 You agree and authorise Credilio to share Your personal information with the credit bureau or banks, financial institutions or NBFCs for the purpose of assessment of Your eligibility for the Financial Products and services offered, directly or indirectly, on the Credilio Platform.
   The usage of the Credilio Platform may also require You to provide consent for keying in your personal information (including but not limited to any personal data or sensitive personal data as defined under applicable law) or to authorize Credilio to derive Your data/information from any source or public registry, as may be necessary to complete Your profile or Your KYC application on the Credilio Platform, conduct due diligence on You, assess Your eligibility for the Financial Products and services, undertaking KYC checks and/or to process Your application through the Credilio Platform. Your personal information may also be used or shared with third parties, including but not limited to Credilio’s vendors, service providers, analytics and research partners in India and abroad, with the sole objective of making Your experience on the Credilio Platform better, faster, friction-less and paperless to the extent possible. However, Credilio shall adhere to best industry practices, including information security, data protection and privacy law while processing such applications. However, Credilio shall not be liable to You against any liability or claims which may arise out of such transactions as any such personal information is being collected, used, processed and shared with Your consent as agreed under Credilio’s Privacy Policy at the link https://www.credilio.in/privacy-policy
   11.14 You shall not sell or license the Credilio Platform or any content/information or software associated with or derived from it or use any bot, robot, spider, other automatic device, or manual process to monitor or copy the Credilio Platform and any of its content or interfere or disrupt the functionality of the Credilio Platform; or take any action that imposes an unreasonably or disproportionately large load on Credilio’s infrastructure/network or use any device, or interfere or attempt to interfere with the Credilio Platform or forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Credilio Platform.
   11.15 You may only use the Credilio Platform to search for various Financial Products and related service as may be displayed on it from time to time and You will not use the Credilio Platform to make a fraudulent application for any Financial Product listed on the Credilio Platform. You agree not to use the Credilio Platform for any purpose that is unlawful, illegal or forbidden by these Terms, or any applicable laws. Credilio may, at its sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Credilio Platform.
   11.16 You are prohibited from posting or transmitting to or through this Credilio Platform: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content on the Credilio Platform.
2. PROPRIETARY RIGHTS
   2.1 “Intellectual Property Rights” shall means all copyrights, trademarks, patents and other intellectual property rights recognized by the laws of any country, whether registered or not.
   2.2 Credilio and its licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Credilio Platform. The Credilio logos and names are Credilio’s trademarks. Nothing in these Terms grants You a right to use any of Credilio’s trademarks. All other product names, company names, trademarks, logos, and symbols on the Credilio Platform may be the trademarks of their respective owners.
   2.3 Nothing in these Terms grants You any kind of license or confers any right to download, copy, create derivative works, modify, reverse engineer, reverse assemble, decompile or otherwise attempt to discover any source code, or sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Credilio Platform. Further, You have no right whatsoever to remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Credilio Platform.
   2.4 You further acknowledge that the Credilio Platform may contain certain information which is proprietary and/or designated confidential by Credilio and that You shall not disclose or share such information with any third party without Credilio’s prior written consent.
3. THIRD PARTY LINKS/OFFERS
   The Credilio Platform may provide links to third party websites, products, services and resources (“Third Party Data”). Since Credilio has no control over such Third Party Date, You acknowledge and agree that Credilio is not responsible or liable for any such Third Party Data, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Data. Credilio provides Third Party Data only as a convenience to You and does not review, approve, monitor, endorse, warrant or make any representations with respect to the same. Your interaction with any third party relying on such Third Party Data accessed through the Credilio Platform is at Your own risk, and Credilio will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with them. You should make all prior investigation You feel appropriate before proceeding with any transaction in connection with such Third Party Data.
4. OUR PARTNERS
   4.1 Display of various Financial Products and services offered by third parties on the Credilio Platform does not in any way imply, suggest, or constitute any sponsorship, endorsement, recommendation, opinion, advice or approval of Credilio in favour/against such third parties or their products/services. You agree that Credilio is in no way responsible for the accuracy, timeliness or completeness of information it may obtain from these third parties. Credilio is only performing the role of an intermediary/ marketplace/ facilitator to enable distribution of such products and services offered by Credilio’s partners (lenders, credit card companies, mutual fund companies) to You. Your interaction with any third party accessed through the Credilio Platform is at Your own risk, and Credilio will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with them. You should make all prior investigation You feel appropriate before proceeding with any transaction in connection with such third parties.
   4.2 You agree and acknowledge that the conferment of any Financial Product to You shall be at the sole discretion of Credilio’s aforesaid partners while making any application through the Credilio Platform ; Credilio shall not be held liable for any delay, rejection or approval of any application made through the Credilio Platform.
5. DISCLAIMER
   5.1 We make no warranties regarding the Credilio Platform and/or any content and products and services mde available therefrom and each of the foregoing are provided on an “as is” and “as available” basis. Credilio expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, security and accuracy, as well as all warranties arising by usage of trade, course of dealing, or course of performance. Credilio makes no warranty, and expressly disclaims any obligation, that: (a) the content of the Credilio Platform will be up-to-date, complete, comprehensive, accurate or applicable to Your circumstances; (b) the Credilio Platform will meet Your requirements or will be available on an uninterrupted, timely, secure, or error-free basis; (c) the results/outcome that may be obtained from the use of the Credilio Platform will be accurate or reliable; or (d) the quality of any products, services, information, or other material obtained by You through the Credilio Platform will meet Your expectations.
   5.2 Some of the content on the Credilio Platform is aimed at spreading general awareness about various financial products and ancillary services but does not constitute any investment advice, and the same should not be construed in any way whatsoever as any solicitation, endorsement, advertising, marketing or promotion of such products and services by Credilio. These contents and/or information are derived from publicly available sources and Credilio cannot verify or confirm the genuineness, authenticity or veracity of such content and information. You should make all prior investigation You feel appropriate before proceeding to avail any such products and services.
   5.3 Notwithstanding anything contained in this Clause 5, the Credilio Platform reserves the right to conduct additional verification for security or other reasons if it is not satisfied with the creditability of Your transaction.
   5.4 All payments made on or through the Credilio Platform are managed by third party vendors and service providers. Use of the payment facilities provided by them through the Credilio Platform shall not render the Credilio Platform liable or responsible for the non-delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after sales or warranty services or fraud as regards any of the products or services listed and made available on and through the Credilio Platform. The Credilio Platform shall not be responsible for any damages, interests or claims arising from not processing of Your transaction. To clarify, Credilio will not be liable to You if You are unable to complete a transaction as a result of any limit by applicable law or fault of such third party vendors/service providers or the banl/ financial institution/ NBFCs, or if they fail to honor any credit or debit to or from an account associated with such payment method.
   5.5 You hereby agree to provide accurate information, such as credit/debit information for purchasing any Financial Product or availing any service on or through the Credilio Platform. You further warrant that You shall not use payment information or instrument that is not lawfully owned by You. In addition to these Terms, the terms and conditions of the bank/ financial institution/ NBFC shall also be applicable to You. Credilio disclaims any liability arising out of declining of payment by such bank/ financial institution/ NBFCs.
   5.6 No deliveries of any of the Financial Products or services shall be made outside the territorial boundaries of India.
   5.7 Your interactions with any Platform users are solely between You and such user and We will not be responsible for any loss or damage incurred as a result of any such interactions. In case of any dispute between You and any such user, We are under no obligation to be involved with the same; however, We may use commercially reasonable efforts to try to resolve any such disputes.
6. LIMITATION OF LIABILITY
   In no event shall Credilio (including its officers, directors, employees, representatives, affiliates, successors, assigns, vendors and service providers) will be responsible or liable to You or any third party for (a) any injury, death, loss, claim, act of god, accident, delay, or (b) lost profit or any indirect, special, exemplary, punitive, incidental or consequential damages of any kind, whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) these Terms or any failure or delay, including without limitation, the use of or inability to use the Credilio Platform or any part thereof or availing of any products/services therefrom, or (ii) any use of the Credilio Platform or any of its content, or (iii) any interactions or transactions of You with, or act or omission of You in relation to any Platform users, or (iv) the performance or non-performance by Credilio or any of its vendors/service provider, even if Credilio has been advised of the possibility of damages to such parties or any other party, or (v) any damage to or viruses that may infect Y
7. INDEMNITY
   You agree to indemnify and hold Credilio (and its officers, directors, agents, vendors, service providers and employees) (“Indemnified Parties“) harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees, made by any third party against the Indemnified Parties or imposed against the Indemnified Parties or arising out of or related to (i) Your breach of any of these Terms the Privacy Policy and/or any of Credilio’s other policies, or (ii) Your violation of any applicable law, rules or regulations, or (iii) Your violation of the rights of a third party, or (iv) Your unauthorized, improper, illegal or wrongful use of the Credilio Platform, or (v) Your interaction with any other Platform user. This indemnification obligation will survive the expiry or termination of these Terms.
8. TERM AND TERMINATION
   These Terms will remain in full force and effect while You use the Credilio Platform and have an account with Credilio. Credilio may (a) suspend Your right to use the Credilio Platform, whether in part or in full, or (b) terminate these Terms, at any time for any reason if You violate any provisions of these Terms. Upon termination of these Terms, Your Credilio Platform account and right to access and use the Credilio Platform will terminate immediately. Credilio reserves its right to continue to use Your content/information to the extent permitted under applicable law and as stated in Credilio’s Privacy Policy available at the link https://www.credilio.in/privacy-policy. Credilio will not have any liability whatsoever to You for any such termination.
9. WAIVER
   Any failure or delay by Credilio to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver by Credilio of that provision or right. The exercise of one or more of Credilio’s rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to Credilio under these Terms or in law or at equity. Any waiver of any provision shall only be effective if made in writing and executed by a duly authorized officer of Credilio.
10. FORCE MAJEURE
    If the performance of the  Credilio Platform is prevented, restricted, hindered, delayed or interfered for any reason not in the reasonable control of Credilio, including but not limited to labour disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Credilio Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo, epidemic, pandemic or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this Clause 10, then Credilio shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by Credilio of its obligations herein or incur any legal liability on Credilio.
11. ASSIGNMENT
    You shall not assign or otherwise transfer any of Your rights or obligations under these Terms. Credilio shall have the right to assign its rights and duties under these Terms without without any notice to You.
12. GOVERNING LAW  AND JURISDICTION
    The terms of this Agreement shall be subject to and governed by the laws of India and the courts at Mumbai, India shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.
13. AMENDMENTS
    These Terms is subject to occasional revision, and if Credilio makes any substantial changes, Credilio may (or may not) notify You by sending You an e-mail to the last e-mail address You provided to Credilio (if any) and/or by prominently posting notice of the changes on the Credilio Platform. Any changes to these Terms will be effective immediately upon such notification/posting. Continued use of the Credilio Platform following notice of such changes shall indicate Your express acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Upon any change, Credilio will notify the updated Terms on the Credilio Platform or by other means.
14. GRIEVANCE OFFICER
    In accordance with Information Technology Act, 2000 and rules made there under, the name and contact details of the Grievance Officer are provided below:

• Name: Avishek Gupta
• Address: 101, Sumer Plaza Marol Maroshi Rd Gamdevi, Marol, Andheri East Mumbai – 400059, Maharashtra
• Email: ping@credilio.in
• Phone No.: 022- 49616121 (between 10 AM to 6 PM on weekdays)

15. CONTACT US
    Please contact Us by email on ping@credilio.in for any questions or comments regarding these Terms or pertaining to the Credilio Platform.

Last Updated on: Jan 11, 2021