Agreement Terms & Conditions

This AGREEMENT FOR BUSINESS SUPPORT SERVICES is made between “The

Partner/User/You” (which expression shall unless repugnant to the context or meaning
thereof include its successors, legal representatives and permitted assigns) of the First Part;
AND
FASTSURANCE CONSULTANTS PVT. LTD., a company incorporated in India and
having its registered office at R - 104, Basement Greater Kailash I, New Delhi, South Delhi,
DL-110048, India (hereinafter referred to as the “Company”, which expression shall, unless
repugnant to or inconsistent with the context, mean and include any successors or permitted
assigns) of the SECOND PART
“The Company” and “the Partner” are jointly referred to as “Parties” and individually
as “Party”.
BY CLICKING THE ACCEPTANCE BUTTON, THE PARTNER EXPRESSLY
AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS
AGREEMENT.
WHEREAS
A. The Company is interalia engaged in the business of providing services of various
nature in the field of Life, Health and General Insurance, such as assistance in
resolving consumer grievances by representing clients at various forums like
Insurance Companies, IRDA, Ombudsman, Consumer Forums, Legal Courts. The
overall mission of Insurance Samadhan is centered towards social cause and the
betterment/upliftment of the general impression of the insurance companies.
B. The Partner has approached the Company for providing its services an to work with
the Company for mutual benefits. The Parties have agreed to enter into this
Agreement on the terms as set out herein under.
NOW, IN CONSIDERATION OF THE ABOVE PREMISES AND MUTUAL
COVENANTS CONTAINED HEREINAFTER THIS AGREEMENT WITNESSETH
AS UNDER:-
1. SERVICES
a. The Company has communicated its requirement to the Partner and after
understanding all the requirements of the Company, Partner has agreed to
work with the Company.
2. TERM
a. This Agreement shall become effective from the date of execution of this
Agreement (“Effective Date”) and shall remain valid and binding on the
Parties for a period of 1 (one) year from the Effective Date (“Term”), unless
terminated earlier in accordance with the terms hereof.
 b. Upon expiry of this Agreement, the Parties may extend the duration of this
Agreement subject to mutually agreed terms and conditions.
3. STANDARD OF PERFORMANCE
a. PARTNER shall:
i. perform the Services in a professional manner and in accordance with
the terms and conditions of this Agreement, Applicable Laws,
Applicable Permits (as defined hereinafter), Good Industry Practices,
directions, guidelines and instructions issued by the Company from
time to time;
ii. make efforts to prevent any delay in the performance of its obligations
hereunder and shall work together with the Company for the effective
and timely provisions of the Services;
iii. maintain, preserve and keep in safe custody any and all records in
relation to this Agreement for a period of twenty four months;
4. REPRESENTATIONS AND WARRANTIES
a. Each of the Parties hereby represents and warrants the following to all other
Parties of this Agreement:
i. it has the power and all necessary governmental and other consents,
approvals, licenses and authorizations to enter into this Agreement, and
that it has complied with such consents, approval, licenses, and
authorizations in all material respects and none of the aforesaid have
been revoked or otherwise terminated;
ii. it has the power to enter into and perform, and has taken all necessary
action to authorize the entry into, performance, delivery and execution
of this Agreement and all agreements executed or to be executed in
pursuance thereof;
iii. this Agreement and all other agreements executed or to be executed in
pursuance thereof constitute or will constitute its legal, valid, binding
and enforceable obligations in accordance with their terms and
conditions.

b. the entry into, and performance by it of this Agreement and all agreements
executed or to be executed in pursuance hereof and the transactions
contemplated hereunder do not and will not:
i. conflict in any material respect with any law or regulation or judicial or
official order in each case currently applicable to them; or
ii. conflict in any material respect with any document which is binding to
them or on any their assets;
 c. to the best of their knowledge, information and belief, there are no legal
proceedings, suits, appeals, and other actions in law, whether judicial, fiscal,
administrative, pending or threatened against them, or claim against them
which:
i. may prevent the performance of this Agreement or any of the
transaction contemplated hereby, or cause the rescission thereof; or
ii. may result in any encumbrance and/or any other third-party rights or
otherwise challenge or question any right, title or interest of the Parties
in this Agreement.
d. The partner/ service provider represents, warrants and covenants to Company
that:
i. he has requisite skills, knowledge, experience to provide the Services
under this Agreement;
ii. he shall perform the Services in a professional, ethical and
workmanlike manner;
iii. the Services to be performed by the partner/ service provider under this
Agreement shall be free from material errors or other defects and if
material errors or other defects are found, then the partner/ service
provider will fix the deficiency without any additional charges being
incurred by the Company.
5. TERMS OF CONSIDERATION
a. The Company will share pre decided commercials only in case of genuine
leads which are coming through Partner as source. Any other method is not
viable under current scenario and can be discussed and amended as and when
it arises.
b. The Company will not pay for promotional campaigns of any done by Partner
for generating leads.
c. Partner shall not charge any registration fee for the customers registering
through them.
d. The Company is not responsible for resolution of any case even after
acceptance as Insurance resolution is a result of many factors which cannot be
deemed as final at any stage of the case.
e. The Company hereby agrees and undertakes to pay 4.5% of the aggregate
amount transferred to the customers/clients, to Partner after the deduction
(TDS) on successful completion of the services.
f. The compensation shall be paid in terms of the mutual agreement between the
Parties post the successful completion of work. The mode of payment shall be
through money transfer once the company receives the credit from the
customer.
6. TERMINATION
a. This Agreement may be terminated by either Party without assigning any
reason at any time by giving 1 (one) month prior written notice to the other
Party.
b. Without prejudice to any other rights or remedies available in law or under
this Agreement, either Party may terminate this Agreement forthwith on or at
any time after the occurrence of any of the events specified herein below:
i. Insolvency of the other Party;
ii. Material breach of any of the terms or conditions of this Agreement by
the other Party which breach is not remedied by such other Party to the
satisfaction of the non-breaching Party within three (3) days of notice
of the breach;
iii. If a petition for winding up of the other Party is decreed in any Court
or a resolution is passed for winding-up the business of such other
Party or if any receiver, manager, liquidator, administrator or other
similar official is appointed to the other Party or a substantial part of
the other Party’s property.
7. CONSEQUENCES OF TERMINATION

On termination of this Agreement for any reason:

a. the partner/ service provider shall forthwith provide such assistance as is

reasonably necessary for the orderly assumption of the Services by a third
party or the Company;

b. the partner/ service provider shall deliver all copies of the deliverables that
the partner/ service provider has developed up to the termination date;

c. the Company shall pay to the partner/ service provider all of the partner/
service provider’s outstanding Fees payable up to the date of termination;
and

d. the accrued rights, remedies, obligations and liabilities of the Company as at

termination shall not be affected, including the right to claim damages for any
breach of this Agreement, which existed at or before the date of termination.
 e. if the partner/ service provider terminates this Agreement in accordance with
termination clause, then the Company shall be entitled to a refund of any Fees
paid to the partner/ service provider under this Agreement.

f. if the Company exercises the right to terminate under termination clause, the
Company may do so without any penalty, obligation, or liability to the
partner/ service provider under this Agreement.

8. INDEPENDENT CONTRACTOR
a. It is hereby acknowledged that Partner shall perform the services in the
capacity of an independent contractor and not as an employee, servant or agent
of the Company. Nothing contained herein shall be construed to create a
relationship of employer-employee and master-servant between Company and
Partner.
9. INTELLECTUAL PROPERTY
a. The Company does not grant to Partner any right, title or interest in any of its
intellectual property except as expressly authorised in writing by the Company
and Partner shall not have any right, title or interest in Company’s intellectual
property other than the right to use it for purposes of this Agreement for the
Term hereof. Partner shall comply with any and all instructions issued by
Company in relation to the display of any logo, trademark, copyright or any
other intellectual property of the Company. Upon expiry or earlier termination
of this Agreement, Partner shall immediately cease and desist for all times
from any use of or reference to Company’s intellectual property and shall
return to Company copies or materials containing such intellectual property.
b. Parties hereby acknowledge and confirm that:
i. All Intellectual Property Rights in or relating to the Services are and
shall at all times remain the property of Company and / or its licensors;
ii. Partner shall notify Company immediately if Partner becomes aware of
any illegal or unauthorized use of any the intellectual property therein
or relating thereto and will assist Company in taking all steps
necessary to protect and defend Company’s rights therein.
c. The provisions of this Clause 8 shall survive the termination of this
Agreement.
10. CONFIDENTIALITY
a. The customer/ partner/ service provider acknowledges that during the term of
this Agreement, the customer/ partner/ service provider will have access to
Confidential Information of the Company and/or Affiliates and/or received by
the Company from third parties, which is confidential to the Company and/or
 Affiliates and/or such third parties. The term “Confidential Information” used
herein shall mean and include information which is confidential and
proprietary to the Company and/or to certain third parties with which the
Company has relationships, and disclosed to or obtained by the customer/
partner/ service provider from the Company and/or such third parties, whether
(without limitation) in graphic, written, electronic or machine readable form
on any media or orally and whether or not the information is expressly stated
to be confidential or marked as such and includes, but is not limited to
information of value or significance to the Company and/or its competitors
(present or potential) such as Company’s content; data; techniques; plans;
designs; programs; customer information; identity and job descriptions of
Company personnel; the Company’s organizational structure; financing
relationships or terms; service provider or vendor relationships or terms;
processes; methodologies; compensation or bonus data; the terms of this
Agreement; or other information not in the public domain pertaining to the
Business or affairs of the Company.

b. During the term of this Agreement and 1 (One) year after termination of the
same, the customer/ partner/ service provider shall hold the Confidential
Information in confidence and shall not publish, disclose or disseminate at any
time, to any Person or Competitor of the Company/ Affiliates; or use for any
purpose any Confidential Information other than such purposes as shall be
required to fulfil the customer/ partner/ service provider’s duties with the
Company, or remove any Confidential Information, in whole or in part, from
the Company’s premises, without the Company's prior written permission.

c. Notwithstanding the aforesaid provisions, the customer/ partner/ service

provider may disclose Confidential Information (i) that is/ was in the public
domain; (ii) that was previously known by customer/ partner/ service provider,
as established by written records of the customer/ partner/ service provider
prior to receipt of such information from the Company; (iii) that was lawfully
obtained by the Service Provider from a third party without any obligations of
confidentiality to Company or (iv) where ordered to do so, by any
government, judicial or quasi-judicial authority; provided however, that the
customer/ partner/ service provider shall in such a case give the Company a
reasonable notice of any prospective disclosure and shall assist the Company
in obtaining an exemption or protective order preventing such disclosure.

d. Upon termination of this Agreement, the customer/ partner/ service provider

shall return to the Company the Confidential Information, including copies
thereof irrespective of storage or presentation medium, including all electronic
and hard copies thereof, and any other material containing or disclosing any
Confidential Information which is in the customer/ partner/ service provider’s
 possession, power and control as and when called upon by the Company or
with prior approval from the Company destroy the same and will not make or
retain any copies of such Confidential Information.

e. The customer/ partner/ service provider agrees that he shall protect the
Confidential Information with at least the same degree of care and
confidentiality as it affords his own confidential information and shall at all
times exercise at least a reasonable degree of care in such protection.

f. The customer/ partner/ service provider’s obligations with respect to

confidentiality shall survive the termination or expiry of this Agreement.
11. INDEMNITY

The Partner/User/You shall indemnify and keep indemnified, save, defend and hold
harmless the Company from and against any and all direct Losses incurred or suffered
by the Company in relation to any acts or omissions attributable to the
Partner/User/You. For the purpose of this Clause, “Losses” shall mean any and all
claims, actions, demands, assessments, losses, damages, liability, judgements,
settlements, penalties, costs and expenses (including reasonable attorney’s fees and
expenses), of any nature whatsoever, asserted against, resulting to, imposed upon, or
incurred by the Company.
12. NON-SOLICITATION
a. The customer/ partner/ service provider hereby undertakes, covenants and
agrees that during the term of this Agreement and 1 (One) year after the
termination of this Agreement for any reason whatsoever, he shall not
hereunder as an individual, employee, consultant, independent contractor,
partner, director, shareholder, member or in association with any other Person,
except on behalf of the Company, directly or indirectly carry, or be involved
in any manner whatsoever with any business that competes directly or
indirectly with the business of the Company.

b. The customer/ partner/ service provider agrees that in consideration of the

customer/ partner/ service provider’s engagement with Company, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
during the term of this Agreement, the customer/ partner/ service provider
shall not, directly or indirectly, in his individual capacity or through a
partnership or any other entity:

i. solicit employment or business with a competitor of Company;

 ii. solicit employment of or advise any other employee of Company to
terminate his contract or relationship with Company; or
iii. contact any of the existing or prospective clients/users of Company, to
entice such users away from Company or to damage in any way the
Company’s relationship with such users.

13. LIMITATION OF LIABILITY

A. In no event, the parties shall be liable for any indirect, special, consequential or
incidental damages or loss of revenue or business profits, however caused, even if
advised of the possibility of such damages.

B. Notwithstanding the foregoing, the company agrees that partner/ service

provider’s liability (whether in contract, tort (including negligence)) hereunder for
direct damages, regardless of the form of action, shall not exceed the total amount
paid for services under this agreement. The foregoing limitations of liability shall
apply notwithstanding the failure of essential purpose of any limited remedy
herein.
14.
15. GOVERNING LAW AND DISPUTE RESOLUTION
a. This Agreement shall be governed and construed in accordance with the
substantive laws of India. The Parties shall endeavor to first resolve any
dispute or claim arising amicably between them under this Agreement by
mutual negotiations.

b. In case of failure to amicably settle the dispute or the claim within thirty (30)
days of one party notifying in writing to the other Party of the dispute or the
claim, the dispute or the claim shall be referred to arbitration and finally
settled by a sole arbitrator who shall be mutually appointed by the Parties in
accordance with the Arbitration and Conciliation Act, 1996, as amended from
time to time. The seat and place of arbitration shall be Delhi, India and the
language of arbitration shall be English.

c. The proceedings of such arbitration may be conducted with the Parties being
present either physically or virtually. Each Party will bear and pay
professional charges for their respective advocates and consultants, if any.
 d. The Courts at Delhi, India shall have exclusive jurisdiction over all and any
matters that are ancillary to this Agreement, and the Parties hereby agree to
submit to the jurisdiction of the said courts for such matters.
16. MISCELLANEOUS
a. Severability: The provisions of this Agreement are severable and the validity
of remaining Articles, provisions, terms and parts of this Agreement shall not
be affected by a court, administrative board or other proceeding of competent
jurisdiction deciding that a Clause, provision, term or part of this Agreement is
illegal, unenforceable, void, in conflict with any law or contrary to public
policy. In such event the Parties shall, by amendment of this Agreement,
properly replace such provision by a reasonable new provision or provisions
which, as far as legally possible, shall approximate to the closest possible
extent what the Parties intended by such original provision and the purpose
thereof.
b. Assignment of Agreement: Except as permitted or required by this
Agreement or as otherwise agreed in writing between the Parties:
i. This Agreement may not be assigned, novated or transferred; and
ii. Neither Party shall create or permit to subsist any encumbrance over
all or any of its rights and benefits under this Agreement.
c. Amendment: No oral or written modification, amendment, rescission, waiver
or other change of this Agreement or any of its terms or provisions shall be
valid or legally binding on the Parties unless made in writing and duly
executed by or on behalf of all the Parties, including without limitation, any
purported modification, amendment, rescission, waiver or other change of this
itself. No amendments, supplements or modifications to this Agreement shall
be made except by written agreement between the Parties.
d. No Waiver: A waiver by any Party of any default or defaults by the other
Party in the performance of any of the provisions of this Agreement shall be
effective only when executed in writing by duly authorized representatives of
all Parties. A waiver shall never operate as or be construed as a waiver of any
other or further default or defaults whether of a like or different character.
Neither the failure by a Party to insist on any occasion upon the performance
of the terms, conditions, and provisions of this Agreement nor time or other
indulgence granted by a Party to the other or others shall act as a waiver of
such breach of acceptance of any variation or the relinquishment of any such
right or any other right under this Agreement, which shall remain in full force
and effect.
e. Survival: In the event of termination of this Agreement , Clause [•]
(Representation and Warranties), Clause [•] (Confidentiality), Clause [•]
(Intellectual Property Rights), Clause [•] (Non-Solicitation and Non-
Compete), Clauses [•] (Governing Law and Arbitration), Clause [•] (Notices)
and this Clause [•] shall survive such termination.
f. Counterparts: This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which collectively shall
be deemed one and the same instrument.
g. Notices: Unless otherwise provided herein, all notices or other
communications to be given shall be made in writing and by letter (save as
otherwise stated) and shall be deemed to be duly given or made, in the case of
personal delivery, when delivered; in case of an email, 1 (One) Business Days
after being dispatched on the correct email address of the recipient, or, in the
case of a letter, 3 (Three) Business Days after being deposited in the post (by
registered post, with acknowledgment due), postage prepaid, to such party at
its address or email address specified herein or at such other address or email
address as such party may hereafter specify for such purposes to the other by
notice in writing. The addresses referred to above are:
If to the Company:
Attn: Mr. Sanjay Aggarwal
Address: R - 104, Basement Greater Kailash I, New Delhi,
South Delhi, DL-110048, India
Email: corporate@insurancesamadhan.com

If to the customer/ partner/ service provider:

Address: [•]
Email: [•]

i. A notice or other communication received on a day other than a day, or

after business hours in the place of receipt, shall be deemed to be given
on the next following day in such place.
ii. In the event a Party refuses delivery or acceptance of a notice, request
or other communication, under this Agreement, it shall be deemed that
the notice was given upon proof of the refused delivery, provided the
same was sent in the manner specified in this Agreement.

h. Language: The language of this Agreement shall be English and all

documents, notices, waivers and all other written communication or otherwise
between the Parties in connection with this Agreement shall be in English.
i. Remedies: Parties acknowledge that damages will not be a sufficient remedy
for breach of this Agreement and the Parties shall be entitled to seek specific
performance of each other’s obligations pursuant to this Agreement.
 j. Further Assurances: Each Party agrees to perform (or procure the
performance of) all further acts and things, and execute and deliver (or procure
the execution and delivery of) such further documents, as may be required by
Law or as the other Party may reasonably require, whether on or after
Effective Date, to implement and/or give effect to this Agreement.
17. ROLE OF ASSOCIATE
a. Identification, selection, enrolment and supervision of agents and institutions
for Insurance Samadhan.
b. Facilitating financial services distributor/agent and institutional client on
boarding and initial orientation
c. Generate customer registrations through enrolled financial services
distributor/agents and institutions
d. Ensuring genuineness, completeness, correctness and timeliness of registered
cases for faster resolution
18. REVENUE SHARE BREAK-UP BASED ON SOURCE

Registration Source Revenue Share Payable To

Associate-Self 4.5% Associate

Agent 4.5% Agent

Agent 0.6% Agent

Institution-B2B To be mutually agreed To be mutually agreed

19. BUSINESS TARGET

No. Of Claim Amount Cumulative Claim

By Cumulative No. of
Agents/FSD's per per Month (INR Amount (INR
When agents/FSD's
Month Lakhs) Lakhs)

Month
25 75 30 90
1-3

Month
35 180 50 240
4-6

Month
50 480 100 840
7-12
 20. COMMERCIALS
The commercial pay out for Associate’s services shall be paid as per account reconciliation
statement generated by Insurance Samadhan on 10th and 25th of each month, and shall be
paid as mentioned below:

Amoun
Head Unit Payable By Payable To
t

Revenue Claim amount 5th & 20th of every

0.6% Associate
Share settled month

Revenue Claim amount 5th & 20th of every

4.5% Agent
Share settled month

21. Terms & Conditions

a. All payments to be made in designated account(s) only, through
NEFT/RTGS/cheque/DD
b. GST and TDS as applicable

Note: The above terms may change by time without prior notice.
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