Terms and Conditions

Terms & Conditions

Last updated on 16-12-2024 17:13:40

These Terms and Conditions, along with privacy policy or other terms (“Terms”) constitute a binding

agreement by and between JS SOLUTIONS, ( “Website Owner” or “we” or “us” or “our”) and you

(“you” or “your”) and relate to your use of our website, goods (as applicable) or services (as applicable)

(collectively, “Services”).

By using our website and availing the Services, you agree that you have read and accepted these Terms

(including the Privacy Policy). We reserve the right to modify these Terms at any time and without

assigning any reason. It is your responsibility to periodically review these Terms to stay informed of

updates.

The use of this website or availing of our Services is subject to the following terms of use:

To access and use the Services, you agree to provide true, accurate and complete information to us

during and after registration, and you shall be responsible for all acts done through the use of your

registered account.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness,

performance, completeness or suitability of the information and materials offered on this website

or through the Services, for any specific purpose. You acknowledge that such information and

materials may contain inaccuracies or errors and we expressly exclude liability for any such

inaccuracies or errors to the fullest extent permitted by law.

Your use of our Services and the websiteis solely at your own risk and discretion.. You are

required to independently assess and ensure that the Services meet your requirements.

The contents of the Website and the Services are proprietary to Us and you will not have any

authority to claim any intellectual property rights, title, or interest in its contents.

You acknowledge that unauthorized use of the Website or the Services may lead to action against

you as per these Terms or applicable laws.

You agree to pay us the charges associated with availing the Services.

You agree not to use the website and/ or Services for any purpose that is unlawful, illegal or

forbidden by these Terms, or Indian or local laws that might apply to you.

You agree and acknowledge that website and the Services may contain links to other third party

websites. On accessing these links, you will be governed by the terms of use, privacy policy and

such other policies of such third party websites.

You understand that upon initiating a transaction for availing the Services you are entering into a

legally binding and enforceable contract with the us for the Services.

You shall be entitled to claim a refund of the payment made by you in case we are not able to

provide the Service. The timelines for such return and refund will be according to the specific

Service you have availed or within the time period provided in our policies (as applicable). In case

you do not raise a refund claim within the stipulated time, than this would make you ineligible for

a refund.

Notwithstanding anything contained in these Terms, the parties shall not be liable for any failure to

perform an obligation under these Terms if performance is prevented or delayed by a force majeure

event.

These Terms and any dispute or claim relating to it, or its enforceability, shall be governed by and

construed in accordance with the laws of India.

All disputes arising out of or in connection with these Terms shall be subject to the exclusive

jurisdiction of the courts in JODHPUR, Rajasthan

All concerns or communications relating to these Terms must be communicated to us using the

contact information provided on this website.

FINANCIAL ADVISOR SERVICES AGREEMENT

(Last Updated on August 28, 2023)

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 Js Solutions Platform (defined later). By accessing and/or using the Js Solutions 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 Js Solutions Platform immediately. You warrant that you are not suffering from any of disqualifications and/or legally barred to use the Js Solutions

Platform by any law/authority/agency/governmental body. The Company reserves the right to update this document at any time without notice to you. Provided that Js Solutions may make material changes to the Terms (defined later) and notify the same to the Financial Advisor within 30 (Thirty) days of making such change, it being understood that what constitutes material change shall be determined by Js Solutions in its sole discretion and if You continue to use the Js Solutions Platform after any such change, you shall

be deemed to have accepted and consented to such changes in their entirety.

In order to access/use the Js Solutions Platform and to provide your services therefrom, you are required to first complete the registration and enrolment process provided by Js Solutions. It is clarified that the registration shall not alone make you a ‘Financial Advisor’ to be eligible for enrolment. Your enrolment shall be at the sole discretion of Js Solutions 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 Js Solutions.

These Platform related terms (“Terms”) are applicable to you (hereinafter referred to as “You” or “Your” or “Yourself”) when You use or access the Js Solutions 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 Js Solutions Platform in any way whatsoever.

BY CLICKING THE ACCEPTANCE BUTTON OR BY ACCESSING, USING OR INSTALLING ANY PART OF THE Js Solutions 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 Js Solutions PLATFORM.

This Financial Advisor Services Agreement (“Agreement”) is made between Js Solutions Financial  (GST: 08BIVPD4897A1ZW), a company incorporated under the Companies Act, 2019 and having its registered office at 154, Laxmi Vihar, Kudi Bhagatasani, Jodhpur,Rajasthan,342005, 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.

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

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 Js Solutions Services, to be rendered by the Financial Advisor to the Customers through the Js Solutions Platform as further described in Annexure 1.

(b) “Confidential Information” shall include the (i) information furnished to or obtained by the Financial Advisor from Js Solutions / Customers (defined later) pursuant to this Agreement, including but not limited to passwords, information relating to the Financial Products and Js Solutions Services;

(ii) contents of this Agreement; (iii) any other agreement executed in connection with this

Agreement; (iv) all Customer Data (defined later); (v) all information disclosed by Js Solutions 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; and (vi) all Js Solutions

Branding material provided to the Financial Advisors for the purposes of the Advisor Services or

otherwise and the Merchandise.

(c) “Js Solutions Branding” means the designs, trademarks, trade-names, business names, logos, commercial symbols, of Credilio.

(d) “Js Solutions 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) “Js Solutions 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) “Js Solutions X Program” shall have the meaning ascribed to the term in Annexure 4.

(g) “Customer” shall mean any individual who avails the Financial Products or Js Solutions Services, whether through the offline mode or through the Js Solutions Platform.

(h) “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 Js Solutions directly or in conjunction with any of the Partner Banks / NBFCs.

(i) “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, and designs, including the Js Solutions Platform, and 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.

(j) “Merchandise” shall mean the marketing materials and consumable materials for display at the Premises (defined later) as may be supplied by the Js Solutions to the Financial Advisor.

(k) “Partner Banks / NBFCs” shall mean various banks and financial institutions who are licensed/registered under the Reserve Bank of India (RBI) Act, 1934, insurance companies who are licensed/registered under the Insurance Regulatory and Development Authority (IRDA) Act, 1999, and any other financial services entities licenses or registered or regulated by any financial services regulator in India, to accept applications for and issue Financial Products.

(l) “Premises” shall mean the premises from where the Financial Advisor is authorised by Js Solutions to facilitate the Advisor Services under the terms of this Agreement.

ADVISOR SERVICES

2.1 Js Solutions shall provide the Js Solutions Platform and such other facilitation resources-based access to the Financial Advisor, including Js Solutions Branding and the Merchandise, to facilitate the marketing and solicitation of Customers for the sale of the Financial Products and/or Js Solutions Services as agreed between the Financial Advisor and Js Solutions. The Financial Advisor shall render the Advisor Services in line with the policies and other service and delivery standards of Js Solutions and/or its

Partner Banks / NBFCs, from time to time in accordance with the terms and conditions of this Agreement including the requirements contained in Annexure 3.

2.2 The Financial Advisor agrees that he/she will use his/her best efforts to partner with Js Solutions for

social action and capacity building, which shall be non-discriminative, secular, non-exploitative,

and transparent.

2.3 Js Solutions hereby agrees to provide access to Js Solutions 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 3 is the essence of this Agreement. If there is any deficiency in

the quality of the Advisor Services or deviation from the parameters prescribed herein, any

reasonable assessment made by Js Solutions in this regard shall be final, acceptable to, and binding

upon the Financial Advisor.

SCOPE OF WORK

3.1 The Financial Advisor agrees that he/she shall be responsible for the following activities:

(a) He/she shall identify prospective Customers for various Financial Products and Js Solutions Services,

and shall conduct a preliminary verification of the eligibility of such Customers for the same based

on the criteria provided by Js Solutions from time to time;

(b) He/she shall facilitate enrolment of the prospective Customers for various Financial Products and

Js Solutions Services, including but not limited to collection of documents for preliminary verification

and registration;

(c) He/she shall educate and inform prospective Customers who clear Js Solutions’s enrolment and

eligibility criteria and security procedures as communicated by Js Solutions from time to time about the

various Financial Products and Js Solutions Services, and address any queries or questions such

prospective Customers may have in an appropriate and accurate manner;

(d) He/she shall facilitate communication with the Customers and assist Js Solutions and / or the Partner

Banks / NBFCs in collection and preliminary verification of Know Your Customer (“KYC”)

documents, completion of the KYC process by Js Solutions and / or the Partner Banks / NBFCs, in the

accordance with the requirements of the RBI and other applicable laws, it being understood that

the final KYC exercise on the Customer will be undertaken by Js Solutions or its Partner Banks / NBFCs

(as per applicable laws);

(e) He/she shall assist the Customers in preparing and submitting the Customers’ applications for the

Financial Products and/or Js Solutions Services digitally and/or physically as required by Js Solutions and

/ or the Partner Banks / NBFCs;

(f) He/she shall perform Advisor Services in accordance with the terms of this Agreement and in strict

conformity with the requirements of Annexure 1 and Annexure 3; and

(g) He/she shall disclose, forthwith, instances of security lapses and breaches, if any, to Js Solutions, as

soon as the same come to his/her notice.

(h) He/she shall not bundle any Financial Products offered on behalf of Js Solutions with any other product

of any other third party or offer or sell the Financial Products in any manner other than in

accordance with the terms of this Agreement;

(i) He/she will not act or behave in any manner that will bring disrepute to Js Solutions, any Customer or

to the Partner Banks / NBFCs;

(j) He/she shall set in place controls and monitoring mechanisms to verify Customer documents;

(k) He/she shall promptly report any instance of suspected malpractice observed by him/her at the

time of verification of documents provided by the Customer; and

(l) He/she shall not use Js Solutions’s logo, Js Solutions Branding, Merchandise, trademarks, or any

intellectual property of Js Solutions 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 Js Solutions; 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.

3.2 The Financial Advisor will ensure that all information exchanged between the Customer and

Js Solutions / Js Solutions Platform, and the Financial Advisor, 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.

3.3 In the event, the Financial Advisor is found indulging in acts of commission / omission which may

be prejudicial to the interest of Js Solutions, or any Customer, or if the Financial Advisor commits any

act of dishonesty, disobedience, insubordination or any other misconduct or neglect of

responsibility or is found incompetent in the discharge of his/her responsibility, he/she may be

subject to appropriate disciplinary action, as per the polices and sole discretion of Js Solutions.

3.4 For processing of the Js Solutions Services, the Financial Advisor is required to register and maintain

a User Access ID(s) with Js Solutions/Js Solutions Platform (“Account”). The Financial Advisor shall be

fully responsible for maintaining the utmost confidentiality, privacy and security of the Account, and

Js Solutions 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. Further,

the Financial Advisor confirms his/her agreement with and be bound by bound every term of this

Agreement upon setting up his/her Account.

3.5 The Financial Advisor may choose to access the Js Solutions Platform either using Js Solution's mobile

application or web application or any such access channels as and when provided by Js Solutions.

3.6 Financial Advisor agrees that he/she will not use the Js Solutions 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) Harm 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 does not belong

to the Financial Advisor or to interfere with the ability of others to have access or use of the Js Solutions

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 Js Solutions 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

Js Solutions 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 organisation, including, but not limited to Js Solutions for which the Financial Advisor

has no authorisation to do so or to claim such a relationship.

(l) Interfere with or disrupt the services or servers or networks connected to the Js Solutions Platform, or

disobey any requirements, procedures, policies, or regulations of networks connected to the

Js Solutions Platform.

(m) Collect or store personal data about Js Solutions’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 Js Solutions Platform or any associated software, services or products.

3.7 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,

etc. in providing the Advisor Services as well as for all usage and compliances thereto as per

applicable laws. Js Solutions will in no way be liable or responsible for any non-compliance thereof.

3.8 The Financial Advisor undertakes to keep the Customer application forms and KYC related

documents in its safe custody and hand over to Js Solutions or to any third party, in each case, as per

the instructions issued by Js Solutions from time to time.

3.9 The Financial Advisor agrees to use the Intellectual Property Rights, Js Solutions Branding and

Merchandise, if provided by Js Solutions, only as a mere temporary license for the limited purpose of

providing the Advisor Services and for undertaking his/her other responsibilities under this

Agreement. The Financial Advisor must adhere to any instructions issued by Js Solutions from time to

time in relation to use of the Js Solutions Branding, the Merchandise or any other Intellectual Property

Right owned by Js Solutions. Further, the Financial Advisor must return the Merchandise upon

termination of this Agreement subject to normal wear and tear. He/she is responsible for and must

compensate Js Solutions for any damage to the Merchandise apart from normal wear and tear.

3.10 The Financial Advisor agrees to allow Js Solutions, its auditors and any other person authorised by

Js Solutions to access the Premises to enable Js Solutions 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 must fully cooperate with such auditors/authorised personnel appointed by

Js Solutions and must provide all records, documents, etc. as may be requested by them for

undertaking the audit.

COMMISSIONS

4.1 The Financial Advisor agrees and acknowledges that Js Solutions will pay commission to the Financial

Advisor for performing the responsibilities mentioned in the scope of this Agreement as further

described in Annexure 2. Such payment of commission is subject to the following:

(a) Commissions may vary for every Financial Product sold by the Financial Advisor from time to time.

(b) Js Solutions is primarily sharing only a part of the 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 Js Solutions receiving it from them.

(c) Js Solutions has the sole right and discretion to affix the quantum and timelines for payment of such

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 Js Solutions’s right to impose penalties as set out in

Annexure 2 or reverse any commissions at its sole discretion. Such commissions could be

assigned or paid and Js Solutions reserves the right to levy on a retrospective basis.

(e) The commissions will be paid by way of transfer to the designated bank account of the Financial

Advisor. or any such payment mechanism decided by Js Solutions at its sole discretion. The Financial

Advisor is solely responsible for providing accurate and valid information of its own bank account

for this purpose. Js Solutions will not be responsible for any errors, intentionally or otherwise, in the

same.

(f) The commissions set out in Annexure 2 are subject to change from time to time. Js Solutions will

communicate the applicable commissions from time to time using any of the communication media,

including but not limited to e-mail, Js Solutions mobile app or online platform, SMS, WhatsApp, app

notifications, Telegram, or similar online messaging applications.

4.2 Each Party shall be responsible for paying and complying with the respective tax liabilities and

other statutes as applicable to them.

4.3 Notwithstanding anything as set out herein or anywhere in this Agreement, any and all payments

required to be made by Js Solutions hereunder shall be so made subject to applicable taxes, and

Js Solutions is entitled to deduct the taxes at source and/or applicable taxes and other levies from the

commissions payable to the Financial Advisor as required under any applicable law.

Js Solutions X PROGRAM

5.1 Financial Advisors who wish to join the Js Solutions X Program shall, in addition to the terms and

conditions specified in this Agreement, be governed by the terms specified in Annexure 4 of this

Agreement.

5.2 Annexure 4 provides the specific terms and conditions which apply to Financial Advisors who have

opted for the Js Solutions X Program. In the event of any contradiction or conflict between the terms of

Annexure 4 and the remaining provisions of this Agreement, the terms of Annexure 4 shall prevail.

REPRESENTATIONS AND WARRANTIES OF THE FINANCIAL ADVISOR

6.1 The Financial Advisor represents and warrants as under:

(a) The Financial Advisor has the full legal right, power, capacity, and authority to execute this

Agreement;

(b) The execution, delivery, and performance by the Financial Advisor as per this Agreement shall not

result in any violation or breach of any applicable law or any contract by which the Financial Advisor

is bound;

(c) This Agreement constitutes valid and binding responsibilities of the Financial Advisor enforceable

against it in accordance with the terms and conditions of this Agreement;

(d) The Financial Advisor shall maintain all necessary licenses, permissions, approvals from the

relevant authorities under the applicable laws throughout the term of this Agreement;

(e) All the information and corresponding KYC documents provided by him/her to Js Solutions at the time

of enrolment are true and accurate to the best of his/her knowledge.

(f) The Financial Advisor possesses the required qualification stipulated by Js Solutions for acting as

‘financial advisor’ and has the business acumen to perform the responsibilities stated in this

Agreement;

(g) The Financial Advisor 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 Js Solutions Servicesthrough

the Js Solutions Platform;

(h) The Financial Advisor is not connected with any political party, religious/communal

organisations/groups;

(i) The Financial Advisor does not have any criminal record and no criminal proceedings are pending

against him/her; and

(j) The Financial Advisor is neither a declared insolvent nor bankrupt and is not the subject matter of

any proceeding for its liquidation, winding up or dissolution.

TERM AND TERMINATION

7.1 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”).

7.2 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.

7.3 This Agreement, in full or in part, shall automatically terminate in the event of the termination of

Js Solution’s contractual arrangement with Partner Banks / NBFCs relevant to that particular Advisor

Services.

7.4 Notwithstanding anything contained in this Agreement, Js Solutions shall be entitled to terminate this

Agreement with a prior written notice of 30 (Thirty) days for convenience without assigning any

reasons and without incurring any liabilities for such termination provided however that any

undisputed amount of commissions shall be paid by Js Solutions to the Financial Advisor up to the date effective termination.

7.5 Js Solutions shall have the right to forthwith terminate this Agreement without any prior written notice

and payment of any commission, on the occurrence of any of the following events:

(a) failure to adhere to Clause 3.1, Clause 3.2, Clause 3.3, Clause 9.2, Clause 12, Clause 16, and

Clause 26 of this Agreement;

(b) breach by the Financial Advisor of any of its responsibilities, 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 misrepresentation by the Financial Advisor, including but not limited to data,

information, staff/agent details, transactions by the Financial Advisor;

(e) in the event of Financial Advisor’s inability to provide Js Solutions Services to the Customers for

whatsoever reasons;

(f) in the event that the performance of the Advisory Services by the Financial Advisor is not

satisfactory or for any other reason that Js Solutions deems fit.

7.6 The Financial Advisor shall be entitled to terminate this Agreement with a prior written notice of 30

(Thirty) days.

7.7 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.

7.8 Effects of Termination:

(a) The Financial Advisor shall immediately have no further right or entitlement to use and shall return

(or demonstrably destroy) within 5 (five) working days of the termination of this Agreement

Confidential Information, Js Solutions Platform, Js Solutions Branding, Intellectual Property Rights, 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, Js Solutions and any

information used and/or captured during the process of providing Advisor Services or Js Solutions

Services during the Term of this Agreement and shall consequently immediately cease any and all

use thereof.

(b) 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 Js Solutions immediately after the performance of said orders or offers has

been completed.

7.9 Notwithstanding the foregoing or anything else contained herein to the contrary, no commissions

shall become due or paid after the termination or expiration of this Agreement, except for

commission earned prior to any such termination or expiration of this Agreement.

DATA PROTECTION

8.1 The Financial Advisor 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.

8.2 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 Js Solutions;

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).

8.3 The Financial Advisor shall only undertake the processing of Personal Data:

(a) reasonably required in connection with the performance of its responsibilities under this

Agreement; and

(b) in accordance with Js Solution’s written instructions and shall comply with all reasonable procedures

and processes notified by the Js Solutions from time to time.

8.4 Js Solutions 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 responsibilities

under this Agreement.

8.5 The Financial Advisor shall not store or process or transfer any Personal Data without the prior

written consent of Js Solutions.

8.6 The Financial Advisor shall at all times have appropriate technical and organisational measures in

place acceptable to Js Solutions:

(a) to prevent unauthorised or unlawful processing of any Personal Data;

(b) to protect any Personal Data against accidental loss, destruction or damage;

(c) On Js Solutions’s reasonable request, the Financial Advisor will:

(i) provide a detailed, written description of the measures undertaken by the Financial Advisor

and the Financial Advisor’s compliance with those measures; and

(ii) allow Js Solutions access to Financial Advisor’s premises to inspect its procedures for the

processing of Personal Data;

(iii) If the Financial Advisor receives a request from any person for access to Personal Data or

any other request relating to Js Solutions’s obligations under the Data Protection Legislation, the

Financial Advisor shall:

(iv) provide a detailed, written description of the measures undertaken by the Financial Advisor

and the Financial Advisor’s compliance with those measures; and

(v) allow Js Solutions access to Financial Advisor’s premises to inspect its procedures for the

processing of Personal Data;

(d) If the Financial Advisor receives a request from any person for access to Personal Data or any

other request relating to Js Solutions’s obligations under the Data Protection Legislation, the Financial

Advisor shall:

(i) immediately notify Js Solutions; and

(ii) provide full co-operation and assistance to Js Solutions in relation to any such complaint or request

including, without limitation:

(iii) providing Js Solutions with full details of any such request;

(iv) providing Js Solutions with any Personal Data it holds in relation to any person in a form specified

by Js Solutions and within ten (10) days of receipt of the request or as otherwise stipulated by

Js Solutions; and

(v) 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 Js Solutions

(e) The Financial Advisor shall:

(i) immediately provide Js Solutions with full details of any complaint or allegation that Js Solutions is not

complying with the Data Protection Legislation; and

(ii) assist Js Solutions in taking any action that Js Solutions deems appropriate to deal with such complaint

or allegation including without limitation immediately providing Js Solutions with any Personal Data

it holds in relation to any person;

(iii) The Financial Advisor shall not sub-contract to any third party any of its responsibilities to

process Personal Data on behalf of Js Solutions unless all of the following provisions of this Clause

8 have first been complied with:

(iv) the Financial Advisor has provided Js Solutions with such information as Js Solutions may require

ascertaining that such sub-contractor has the ability to comply with the provisions of this

Agreement;

(v) the Financial Advisor has obtained prior written consent of Js Solutions;

(vi) the proposed sub-contractor has entered into a contract with Js Solutions substantially upon the

terms of this Clause 8; and

(vii) upon expiry or termination of this Agreement for any reason, the Financial Advisor shall

immediately return, or at Js Solutions’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 Js Solutions.

CONFIDENTIALITY

9.1 The Financial Advisor acknowledges that in the course of performing its responsibilities under this

Agreement, he/she shall be exposed to or acquire Confidential Information of Js Solutions. The

Financial Advisor shall at all times, maintain confidentiality regarding Js Solutions’s Confidential

Information and shall not disclose the Confidential Information to any third party.

9.2 The Financial Advisor acknowledges that Js Solutions 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 Js Solutions.

9.3 The Financial Advisor hereby acknowledges that Js Solutions’s Confidential Information (in whatsoever

form) provided or accessed shall be and remain the property of Js Solutions and it shall not acquire by

implication or otherwise, any right, title, interest or license in respect of the same, except as

expressly provided under this Agreement.

9.4 All Confidential Information disclosed hereunder shall remain the property of Js Solutions.

9.5 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 Js Solutions in

writing giving sufficient details of the court order or regulatory or statutory or similar process, in

order to enable Js Solutions to make application for an appropriate protective order. Such notice shall

be accompanied by a copy of such order/request also.

9.6 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 take adequate measures for maintaining the security of the Customer Data

and must inform Js Solutions in case of any security breaches and/or leakage of confidential Customer

Data.

INDEMNITY

10.1 The Financial Advisor hereby agrees to indemnify, keep indemnified and hold Js Solutions 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

responsibilities and/or covenants under this Agreement, and also for any Customer or third party

actions against Js Solutions arising due to any act, negligence, default or breach of the responsibilities

of the Financial Advisor at the time of carrying out the Advisor Services, and for the breach of any

or all of Clauses 4.1, 4.2, and 9.9 of this Agreement.

10.2 Notwithstanding any other provisions of this Agreement, in no event shall Js Solutions 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.

10.3 The Financial Advisor will indemnify Js Solutions for any losses, claims, penalties imposed on Js Solutions

as a result of lapse in conducting the Customer related KYC verification by the personnel of the

Financial Advisor. Any penalties imposed on Js Solutions as a result of acting on the verification

purportedly completed by the Financial Advisor, shall be borne and paid by the Financial Advisor.

10.4 The Financial Advisor agrees to bear all such expenses and shall indemnify Js Solutions from any

financial liability for any material breach (which shall specifically ignore breaches to Clause 3.1,

Clause 3.2, Clause 3.3, Clause 9.2, Clause 12, Clause 16, and Clause 26) resulting into any kind

of financial losses, claims, penalties whatsoever, upon Js Solutions.

LIMITATION OF LIABILITY

11.1 Notwithstanding anything contrary contained herein or elsewhere, under no circumstances shall

Js Solutions, 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.

11.2 Under no circumstances shall Js Solutions be liable to 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.

11.3 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 Js Solutions from any losses, fines or any other penalties arising out of the

same. Notwithstanding anything contained under this Agreement, the aggregate liability of Js Solutions

shall not be more than the net revenue earned by Js Solutions under this Agreement through the

Advisor Services for the last three (3) consecutive months.

MONITOR AND REVIEW

12.1 The Financial Advisor shall undertake to provide regular updates at such intervals as may be

specified by Js Solutions 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.

12.2 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 Js Solutions.

12.3 Js Solutions 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.

12.4 Js Solutions 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. Js Solutions

shall also apply velocity parameters including transaction limit, time limit between transactions etc.

12.5 Js Solutions may, from time to time during the Term, make or carry out business reviews