LEGAL · ADVISORS

Advisor Terms & Conditions

Terms governing anyone who joins Nivāsa as an Advisor / Connector.

Last Updated: 7 November 2024

Niketan Financial Services Private Limited is a sister concern of Nivāsa Capital Private Limited. Both are wholly owned subsidiaries of OKA Housing Technologies Private Limited, collectively operating under the brand name Nivāsa Finance.

I/We, from now on referred to as Advisor/Connector, hereby agree to the terms and conditions below issued by Niketan Financial Services Private Limited for the service to be rendered by the Connector to Niketan Financial Services Private Limited.

1. Duties, Responsibilities and Obligations

  1. The Connector shall source, refer, and recommend only creditworthy, bonafide, and genuine persons or entities as Leads.
  2. The Connector shall create and maintain a database of Leads referred to the Company and allow the Company full access.
  3. The Connector shall implement all mechanisms to increase the Company's business volume to its complete satisfaction, representing the Company's interests through systematic canvassing and services to potential Leads within the territory.
  4. The Connector shall ensure obligations are performed by Representatives who possess adequate qualifications, experience, competency and skill sets, who shall comply with the Company's Code of Conduct (Annexure 1) and all applicable Regulatory Model Codes of Conduct. Neither the Connector nor its Representatives shall make unauthorised statements, claims, warranties or representations concerning the Company or its products, nor engage in conduct prejudicial to the Company's interest, business, goodwill or reputation.
  5. Representatives engaged by the Connector shall be in the Connector's sole employment; the Connector is solely responsible for their salaries, wages, and statutory payments. The Company is not liable for any payment or compensation claim from the Connector's Representatives.
  6. The Connector and its sub-contractors shall keep complete and accurate books, records, and information of all operations, expenses and records connected with the Services, to the best industry standards.
  7. The Connector agrees that the Company, the National Housing Bank (NHB), the Reserve Bank of India (RBI), and any other statutory or regulatory authority (or any person authorised by the Company or such Regulator) shall have unrestricted rights to access, inspect and audit all Records pertaining to the Services — directly or through internal/external auditors — and the Connector shall provide free access to such Records without demur.
  8. The Connector and its Representatives shall abide by the Model Code of Conduct issued by NHB and other applicable regulatory/statutory bodies, and execute any related documents as required. Any breach shall be an event of termination, without prejudice to the Company's right to claim damages.
  9. The Connector represents and warrants that: it remains in good standing under the laws of its jurisdiction with requisite power and authority to carry on its business; no further consent, approval or authorisation is required beyond what has been obtained; and it will comply with all applicable laws, rules, and regulations in performing its obligations.
  10. The Connector shall at all times keep Confidential Information confidential, disclosing it only to representatives with a need to know who are themselves bound to confidentiality, and shall not use Confidential Information for any purpose other than performing its obligations under this Agreement. This clause survives termination of the Agreement.
  11. The Connector shall ensure its Representatives do not divulge any such terms to any third party without the Company's prior written consent, and that confidential information is not commercially exploited or used to gain economic or other benefit, directly or indirectly, for itself or any third party.
  12. On a case-by-case basis, the Company may, at its absolute discretion, permit use of its name and logo on the Connector's business cards and stationery, solely for purposes contained in this Agreement and subject to the Company's prior written permission. Such usage creates no transfer of right, title or interest in the Company's trade name, trademark, or intellectual property to the Connector.
  13. All rights in the Company's intellectual property — trademarks, trade names, service marks, logos, copyrights, advertising copy, material and graphics — remain the Company's sole and absolute property. The Connector has no claim, lien, or other right therein, and upon demand or termination shall immediately cease use and return the same to the Company.
  14. The Connector shall not do or omit to do any act that, in the Company's opinion, may bring the Company's name, corporate logo or brand image into disrepute, or damage, conflict with, or be detrimental to the Company's interests.
  15. Any database created by the Connector under this Agreement is the sole and exclusive property of the Company. The Connector may use it only for this contract and no other purpose; all copyrights and other intellectual property rights in such databases belong solely to the Company.
  16. Where the same lead is referred by multiple Connectors, assignment and payout are determined as follows:
    • First Referral Priority — the referral recorded first in the system (via app, call centre, or other approved channel) is considered the valid lead for payout.
    • Duplicate Referral Notification — Connectors who refer the same lead subsequently are notified of the existing referral and are not eligible for payout on that lead.
    • Dispute Resolution — disputes may be submitted as a formal query within 7 days for review; the final decision rests with the Company, based on referral records.
    • No Double Payout — the Company reserves the right to restrict payout to a single Connector per lead.

2. Term, Termination & Effect of Termination

  1. Notwithstanding anything to the contrary, the Company may terminate this Agreement without assigning any reason by giving the Connector one (1) day's prior written notice. The Connector may terminate this Agreement by serving 30 days' written notice to the Company.
  2. This Agreement stands terminated with immediate effect if: the Connector becomes incapable of carrying out its duties; the Connector commits a breach of any provision; the Connector goes into liquidation, winding up, or has a receiver/liquidator appointed; or there is a change in the Connector's management or ownership.
  3. On termination: all rights of the Connector under this Agreement end; the Connector must immediately stop representing that any relationship exists with the Company; the Connector must return all Confidential Information and cease using the Company's trademarks and designations; the Connector shall not act to damage the Company's reputation or goodwill; and the Non-Exclusivity, Confidentiality, and Intellectual Property clauses survive termination.
  4. Termination is without prejudice to the Company's accrued rights.
  5. The Connector shall, at its own expense, indemnify and hold harmless the Company and its officers, directors, employees and agents against any third-party claim arising from a deficiency in the Connector's services or breach of this Agreement.

3. Assignment and Sub-Contracting

The Connector shall not assign, transfer or sub-contract any rights or obligations under this Agreement without the Company's prior written permission. The Company may assign all or part of its rights and benefits under this Agreement to any company or financial institution at any time.

4. Principal-to-Principal Agreement

This Agreement is on a principal-to-principal basis and does not create any agency, partnership, joint venture, employer-employee, or principal-agent relationship between the Company and the Connector or its Representatives.

5. Notices

All notices shall be in writing and deemed given upon receipt if delivered personally or by registered post; three days after dispatch if sent by courier; or on the day of delivery if sent by email (unless an automated non-delivery message is received).

6. Non-Exclusivity

This Agreement is non-exclusive. The Company may, at its absolute discretion, appoint other persons, companies or entities to perform services similar to or competing with the Connector's scope of services.

7. Entire Agreement

This Agreement and its Annexures constitute the entire agreement between the Parties on this subject matter, and shall not be varied, amended or supplemented except in writing, executed by both Parties' authorised representatives.

8. Arbitration

Disputes shall first be resolved amicably. If unresolved for more than 30 days from notice of the dispute, it shall be settled by arbitration before a sole arbitrator appointed by the Company, seated in Bengaluru and conducted in English under the Indian Arbitration and Conciliation Act, 1996 (or its statutory re-enactment). The arbitrator's award is final and binding. This Agreement is governed by the laws of India, and the Parties submit to the jurisdiction of the Bengaluru courts. Each Party bears its own legal and other costs of negotiating, preparing and implementing this Agreement.

9. No Deemed Waiver

Any forbearance, waiver, or failure by the Company to insist on performance of any provision does not constitute a waiver of any subsequent breach, nor prejudice the Company's rights under this Agreement.

10. Severability

If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability of the remainder of the Agreement in that or any other jurisdiction.

Annexure 1 — Connector Code of Conduct

This code applies to all Connectors providing lead generation and referral services to the Company, and involved in marketing and distribution of any loan or financial product of the Company. Violating this code may result in blocklisting and other legal action as the Company deems fit.

No misleading statements or misrepresentations: Representatives shall not mislead a prospective customer about any service or product offered by the Company; mislead a prospect about their own business or organisation's name, or falsely represent themselves; or make any false or unauthorised commitment on the Company's behalf for any facility, housing loan, or service.

Annexure 2 — Connector Sourcing Fees

  1. The Connector receives a Sourcing Fee for disbursed loan cases. Upon raising an invoice, the Sourcing Fee for loans disbursed in a given month is payable monthly, by the 15th day of the following month.
  2. The Connector is not entitled to any payment beyond the agreed Sourcing Fees and any additional payouts agreed in writing by the Company.
  3. All payments are made after statutory deductions, if any.
  4. The Company may set off, deduct, and recover from any amount payable to the Connector all sums the Connector owes the Company. Any amount paid to the Connector in error must be reimbursed immediately; delayed refunds attract interest at 18% p.a.
  5. The Connector bears all applicable service tax, existing/new taxes, cess, and other outgoings; Sourcing Fees are payable after deduction of all applicable taxes.
  6. If a customer reduces the loan amount after the Sourcing Fee has been paid, the Company reserves the right to recall the proportionate Sourcing Fee already paid. The Connector shall repay the relevant amount within ten calendar days of receiving the Company's repayment notice.