SR Money Loans, a company incorporated under the Companies Act, 2013, having its registered office at NO. 155, SHYAM COLONY, NEAR PANCHAYAT BHAWAN, BALLABGARH, FARIDABAD, Faridabad, Haryana, 121004 Through its Directors Mrs. Shivani Goyal and Mr. Anand Goyal (hereinafter referred to as ‘Company’ or ‘Service Provider’, which expression shall mean and include his heirs, executors, administrators and assignees)
WHEREAS
the Service Provider is engaged in the business of providing loan facilitation services, financial consultancy and advisory services, and legal, financial and corporate advisory services, and has the requisite professional expertise, manpower and experience to render such services in compliance with applicable laws;
the Client, for the purposes of its business and financial requirements, desires to avail such services from the Service Provider;
the Parties have agreed to reduce into writing the terms and conditions governing their business relationship.
NOW, THEREFORE, in consideration of the mutual covenants, representations and undertakings contained herein, the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
For the purposes of this Agreement, unless the context otherwise requires, capitalised terms shall have the meanings assigned to them herein.
a. “Agreement” shall mean this Business-to-Business Services Agreement together with all recitals, schedules, annexures and written amendments made in accordance with its terms.
b. “Service Provider” and “Client” shall have the meanings assigned to them above.
c. “Services” shall mean all loan facilitation, financial consultancy, advisory, legal, corporate and allied services provided or to be provided by the Service Provider under this Agreement, whether directly or indirectly, as described herein or as mutually agreed in writing from time to time.
d. “Lenders” shall mean banks, non-banking financial companies, financial institutions, cooperative banks or any other regulated entities from whom the Client may seek loans, credit facilities or financial products.
e. “Applicable Laws” shall mean all laws, statutes, rules, regulations, circulars, notifications and guidelines in force in India, including those issued by the Reserve Bank of India, taxation authorities and other statutory bodies.
f. “Confidential Information” shall mean all information disclosed by one Party to the other in connection with this Agreement which is confidential by nature or designation.
Words importing the singular shall include the plural and vice versa, and references to any statute shall include amendments or re-enactments thereof. Headings are for convenience only and shall not affect interpretation.
2. APPOINTMENT AND NATURE OF ENGAGEMENT
The Client hereby appoints the Service Provider, and the Service Provider accepts such appointment, to provide the Services on a non-exclusive and independent basis.
The engagement under this Agreement is purely contractual in nature and nothing contained herein shall be deemed to create any partnership, joint venture, agency or employer-employee relationship between the Parties.
3. SCOPE AND DESCRIPTION OF SERVICES
The Service Provider shall provide professional services to the Client in relation to facilitation of loans and credit facilities by assisting the Client in approaching banks, NBFCs and other regulated lenders. Such assistance may include preliminary assessment of the Client’s financial position, advising on suitable financial products, preparation and review of project reports, financial statements, proposals, applications and supporting documentation required by lenders, and coordination with such lenders during the processing of loan applications.
The Service Provider shall further provide financial consultancy and advisory services, including financial planning, feasibility studies, credit assessment, valuation support, structuring of funding proposals and advisory in relation to working capital facilities, overdrafts, term loans, mortgages and other banking or financial products.
Additionally, the Service Provider may render legal, financial and corporate advisory services, including review and management of agreements and contracts, and consultancy relating to corporate laws, taxation, GST, ROC compliance, financial management and other allied matters, strictly in an advisory capacity.
It is expressly agreed that the Service Provider does not act as a lender, guarantor or decision-making authority, and has no power to sanction, approve or disburse any loan or financial facility.
4. FEES AND PAYMENT TERMS
In consideration of the Services rendered, the Client shall pay the Service Provider such fees as may be mutually agreed in writing, which may include consultancy fees, retainers, commissions, referral fees or success-based fees.
The fee structure may vary depending upon the nature of services and shall be documented separately or incorporated into this Agreement by mutual consent.
All fees shall be exclusive of applicable taxes, including GST, which shall be borne and paid by the Client.
Payments shall be made within 1 day of receipt of a valid invoice, unless otherwise agreed in writing. Delay in payment shall entitle the Service Provider to suspend Services without prejudice to its other rights.
5. OBLIGATIONS OF THE SERVICE PROVIDER
The Service Provider shall perform the Services in a professional, diligent and commercially reasonable manner, in accordance with generally accepted industry standards and practices applicable to financial consultancy, loan facilitation and advisory services.
The Service Provider shall exercise reasonable skill, care and judgment while rendering advisory and facilitation services and shall act in good faith in its interactions with the Client, lenders and other third parties.
The Service Provider shall ensure that the Services are rendered strictly within the scope of this Agreement and shall not undertake any activity which is prohibited under Applicable Laws or regulatory guidelines.
The Service Provider shall assist the Client in preparing, compiling, reviewing and submitting financial proposals, project reports, applications and supporting documentation required by lenders, based on the information and documents provided by the Client.
The Service Provider shall not be responsible for independently verifying the accuracy or completeness of the information furnished by the Client, and shall be entitled to rely upon such information in good faith for the purposes of rendering the Services.
The Service Provider shall not alter or fabricate any document or information and shall not make any false, misleading or unauthorised representation to any lender, financial institution or regulatory authority.
The Service Provider shall act solely as a facilitator and advisor and shall not, at any time, represent itself as a lender, guarantor, agent with authority to bind any lender, or decision-making authority in respect of sanction, approval or disbursement of loans or financial facilities.
The Service Provider shall not provide any assurance or guarantee regarding the outcome, timing or terms of any loan or financial facility sought by the Client, and the Client expressly acknowledges that all lending decisions are taken independently by the respective lenders based on their internal policies and regulatory requirements.
The Service Provider shall maintain confidentiality of all Confidential Information received from the Client and shall use such information solely for the purpose of performing the Services under this Agreement, except where disclosure is required under Applicable Laws or by any competent authority. The Service Provider shall take reasonable measures to protect such information from unauthorised access or disclosure. The obligations under this clause shall survive termination of this Agreement.
6. OBLIGATIONS OF THE CLIENT
The Client shall provide the Service Provider with complete, true, accurate and up-to-date information, documents, financial statements, records and disclosures as may be required for the proper and effective performance of the Services.
The Client expressly represents and warrants that all information and documents provided by it are genuine, lawful and not misleading in any manner.
The Client shall promptly inform the Service Provider of any change in its financial position, legal status, business operations or material facts which may have a bearing on the Services or any financial facility sought.
The Client shall cooperate fully with the Service Provider and shall respond in a timely manner to all requests for information, clarification or documentation.
The Client shall ensure availability of its authorised representatives for meetings, discussions and interactions with the Service Provider and lenders, as may be required. Any delay, omission or failure on the part of the Client in providing information or cooperation shall automatically extend timelines and shall not be construed as a deficiency in service on the part of the Service Provider.
The Client acknowledges and agrees that the sanction, approval, modification or rejection of any loan or financial facility is solely within the discretion of the concerned lender, and that the Service Provider has no control over such decisions.
The Client shall not hold the Service Provider responsible for any rejection, delay, adverse terms, cancellation or non-disbursement of loans or financial facilities, provided the Service Provider has acted in accordance with this Agreement.
The Client shall make timely payment of all fees, commissions and other charges payable under this Agreement in accordance with the agreed terms, without any deduction or set-off, except as required by Applicable Laws. In the event of delay or default in payment, the Service Provider shall be entitled to suspend or discontinue the Services until such default is cured, without prejudice to its right to recover outstanding amounts.
The Client shall indemnify and hold harmless the Service Provider from and against any claims, losses, damages, penalties, proceedings or expenses arising out of or in connection with any incorrect, false or misleading information provided by the Client, or from the Client’s violation of Applicable Laws, lender requirements or contractual obligations with third parties.
7. DISCLAIMER AND LIMITATION OF ROLE
The Client expressly understands and agrees that the Service Provider does not guarantee the success, approval or disbursement of any loan or financial facility.
The Service Provider shall not be responsible for any delay, rejection, modification or cancellation of financial facilities by lenders or authorities.
8. CONFIDENTIALITY
Each Party shall keep confidential all Confidential Information received from the other Party and shall not disclose the same to any third party except where required by law or with prior written consent. This obligation shall survive termination of this Agreement.
9. TERM AND TERMINATION
This Agreement shall come into force on the date of its execution as first written above and shall remain valid and binding for an initial term of one year, unless terminated earlier in accordance with the provisions of this Agreement (“Term”). Upon expiry of the initial Term, this Agreement may be renewed for such further period and on such terms as may be mutually agreed between the Parties in writing.
Either Party may terminate this Agreement for convenience by giving the other Party not less than one day’s prior written notice of its intention to terminate. During the notice period, the Parties shall continue to perform their respective obligations in good faith, including completion of ongoing assignments, facilitation processes, and settlement of outstanding payments, unless otherwise mutually agreed in writing.
Notwithstanding the foregoing, either Party shall have the right to terminate this Agreement with immediate effect, without prejudice to any other rights or remedies available under law, upon the occurrence of any material breach by the other Party which remains uncured with immediate effect from the date of receipt of written notice specifying such breach. Material breach shall include, without limitation, failure to make payment of fees when due, provision of false or misleading information, violation of Applicable Laws, breach of confidentiality obligations, or conduct that materially prejudices the interests or reputation of the terminating Party.
The Service Provider shall be entitled to terminate this Agreement with immediate effect if the Client becomes insolvent, enters into liquidation, winding-up, bankruptcy, or any analogous proceeding, or if the Client ceases to carry on business, or if any regulatory or legal restriction renders continuation of the Services unlawful or impracticable.
Upon termination or expiry of this Agreement for any reason whatsoever, the Client shall remain liable to pay all fees, commissions, success fees and expenses accrued or earned by the Service Provider up to the date of termination. Where any loan, credit facility or financial product is sanctioned, approved or disbursed pursuant to the efforts, introductions or facilitation of the Service Provider, whether prior to or after termination of this Agreement, the Service Provider shall remain entitled to its agreed fees or success-based remuneration, provided such sanction or disbursement arises from work performed during the subsistence of this Agreement.
Termination of this Agreement shall not affect any rights, obligations or liabilities of the Parties which have accrued prior to the date of termination, nor shall it affect the provisions which by their nature are intended to survive termination, including but not limited to confidentiality, payment obligations, limitation of liability, indemnity, governing law and dispute resolution.
The termination or expiry of this Agreement shall not be construed as a waiver of any right or remedy available to either Party under this Agreement or under Applicable Laws, and all such rights and remedies shall remain fully enforceable.
10. LIMITATION OF LIABILITY AND INDEMNITY
The Service Provider shall not be liable for indirect or consequential losses.
Its aggregate liability, if any, shall be limited to the fees actually received under this Agreement.
The Client shall indemnify the Service Provider against claims arising from incorrect information provided by the Client or violation of Applicable Laws.
11. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of India. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator, with the seat and venue at Patiala, India, and proceedings will be conducted in English.
12. MISCELLANEOUS
This Agreement constitutes the entire understanding between the Parties and supersedes all prior communications. Amendments shall be valid only if made in writing and signed by both Parties. If any provision is held invalid, the remaining provisions shall continue in force.