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1. Registration / Enrollment :
By registering at www.satcowealth.com SWMPL hereby appoints the Distributor / Referrer as its marketing associate to market the Products of SWMPL within the limits specified as “Territory” in the Schedule hereunder. This appointment is made on a non-exclusive basis and SWMPL is free to appoint other Distributor / Referrer s of its choice for the said area. These terms shall be in force from the time of acceptance till such time as terminated as per clause 11.
2. Independent Contractor :
These terms does not give rise to or imply a broker-sub broker relationship or employer-employee relationship or principal-agency relationship between the Distributor / Referrer and SWMPL. It is understood that Distributor / Referrer is a Principal and acts as a service provider. SWMPL is not responsible for supervising the work of the Distributor / Referrer. However, it is expressly understood that the Distributor / Referrer shall perform the function of marketing of the Products introduced by SWMPL strictly in accordance with the terms and the norms prescribed by SWMPL from time to time. It is expressly understood by the Distributor / Referrer that the terms may be changed or modified by SWMPL at any time.
It is agreed between the parties hereto that SWMPL shall have the sole and exclusive discretion either to accept or reject any of the proposals from the customers referred by the Distributor / Referrer for availing any of the Products from SWMPL. Such decisions of SWMPL shall be final and conclusive.
3. Training and Development :
SWMPL may, at its sole option, assist the Distributor / Referrer to enhance its professional effectiveness, inter alia, may provide ongoing training to the Distributor / Referrer and its employees in such areas as it may deem necessary including salesmanship and communication. SWMPL may help the Distributor / Referrer in designing a telemarketing set up and may extend such other help as SWMPL may deem necessary for its business.
4. Duties and obligations of the Distributor / Referrer :
The Distributor / Referrer shall have thorough understanding of the Products of SWMPL in order to be in a position to explain and highlight the beneficial aspects of the same to potential customers. Distributor / Referrer shall also have the ability to distinguish the products of SWMPL from its competitors.
The Distributor / Referrer shall collect all account opening and relevant documents in the name of respective manufacturer from customers to whom SWMPL has either provided services or agreed to provide services and submit the same to respective offices of SWMPL without any undue delay.
It shall be the endeavor and duty of the Distributor / Referrer to identify genuine customers based on the standards and norms prescribed by SWMPL from time to time for availing of the Products.If the Distributor / Referrer willfully suppresses any information or conducts itself in such a manner to be guilty of inducing SWMPL to accept any proposal for the ulterior benefit of the Distributor / Referrer, the Distributor / Referrer shall be held liable for the loss caused to SWMPL and it shall be open to SWMPL to terminate this arrangement and claim damages equivalent to the monies paid to the Distributor / Referrer under this arrangemen or the value of the actual loss or damage caused, whichever is higher.
The Distributor / Referrer shall not carry out any transactions in cash.
The Distributor / Referrer shall under no circumstances either share in part or in full the commission/fees/charges received, with the prospective customers,
The Distributor / Referrer shall not provide to the prospective customer any incentive either in cash or kind.
The Distributor / Referrer shall not launch any promotion scheme pertaining to the Products of SWMPL without prior written approval of SWMPL.
The Distributor / Referrer shall take prior written approval for any Advertisement being issued in newspapers / magazine or pamphlets / broachers or cable/banners/hoardings, etc or by any other media from SWMPL Group – Head office. At no point of time Distributor / Referrer shall indulge in any sort of media publicity / interview without the prior approval / sanction in writing from the SWMPL Group.
The Distributor / Referrer shall not accept any payments from customers of SWMPL in the firm name of the Distributor / Referrer or in the name of its employees/associates.
The Distributor / Referrer has full capacity, power and authority to enter into this terms. The Distributor / Referrer has obtained all necessary authorizations, permits, and consents for entering into this terms and the arrangement there under.
It shall be the duty of the Distributor / Referrer to obtain appropriate governmental permissions to carry out the activity in terms of this arrangement.
The Distributor / Referrer shall not and will not indulge in any activities that may be construed as financial advisory or portfolio advisory to any clients and/or constituents of SWMPL and if done so, it shall be deemed to be outside the purview of this terms and the same shall be at cost and risk of the Distributor / Referrer.
5. Payment :
In consideration of the Distributor / Referrer carrying out the activities as per these terms, SWMPL shall make payments to the Distributor / Referrer As per the terms of payment mentioned in Welcome letter which will be integral part of this agreement (subject to tax (es) deducted at source including but not limited to GST and other statutory Taxes). SWMPL may change the terms from time to time without prior notice and the same will be intimated to the Distributor / Referrer. Payment will be on a monthly basis upon submission of a bill/ invoice for services provided in a month by the 5th day of the subsequent month. SWMPL shall make payment of such bill within 4 weeks of receipt of invoice, subject to verification of details and resolution of disputes or discrepancies, if any.
6. Incidental and Ancillary Duties :
While the Distributor / Referrer should take all effective action and adopt such measures as are necessary to perform its duties, which may at times include collecting payments towards account opening from customers, the Distributor / Referrer shall use only lawful measures and on no account shall commit violence to the person or the property of anyone. SWMPL shall not be liable for the consequences of any action of the Distributor / Referrer or anyone acting on its behalf, which in any way violates this clause, for which the Distributor / Referrer alone shall be liable. All payments collected by the Distributor / Referrer whether made by cheque or demand draft or pay order, shall be drawn only in the name and favour of respective manufacturers.
7. Indemnification :
The Distributor / Referrer hereby indemnifies and keeps SWMPL indemnified against all penalties, claims, demands, costs, charges, expenses and damages that SWMPL may incur or be put to by reason of entering into this terms with the Distributor / Referrer or because of the Distributor / Referrer violating or infringing any law, regulation, bye law or any condition of this terms. For this purpose, the term “Distributor / Referrer” includes anyone acting on its behalf or on its instructions.
In case SWMPL suffers any damage, loss or is made to institute/defend any litigation, on account of any violation of any representation or warranties contained in this terms, the Distributor / Referrer shall and do hereby indemnify SWMPL, for all the loss suffered or sustained. This indemnity by the Distributor / Referrer shall survive the termination of this arrangement. SWMPL may, at its sole discretion, withhold any and all monies payable to the Distributor / Referrer and adjust the same against any losses/damage incurred by SWMPL. This is without prejudice to the other rights and remedies in law and/or contract of SWMPL against the Distributor / Referrer.
8. Exclusivity :
The Distributor / Referrer shall be entitled to transfer or assign all or any part of this terms and any such transfer or assignment shall be recognized only after prior approval in writing from SWMPL and SWMPL shall be liable to deal with such agents or assignees.
9. Proprietary Rights, Copyrights & no retransmission of information :
The Distributor / Referrer may, in his signage and promotional material, inscribe that it is a Distributor / Referrer of SWMPL. The Distributor / Referrer shall not use the name, logo or any trade name or trademark/copyright of SWMPL without prior written consent of SWMPL. In the event of the Distributor / Referrer being granted consent to use name logo or trade mark of SWMPL pursuant to this terms, the same shall be on a limited basis as permitted by SWMPL and the Distributor / Referrer shall not claim any right, title or interest to the same. Upon termination of this arrangement, the Distributor / Referrer shall immediately cease to use and withdraw any such material carrying the name logo or trade mark of SWMPL and destroy the same forwarding the evidence thereof to SWMPL within 5 days of termination of this Arrangement.
10. Confidentiality :
All information obtained by the Distributor / Referrer during the course of performance of its duties under this terms, whether expressly furnished to it by SWMPL or otherwise, relating to SWMPL customers or regarding its business, shall be treated as strictly confidential and the Distributor / Referrer shall not divulge it except to its own employees strictly in the course of business. Such employee as well as the Distributor / Referrer shall be bound by the provisions of this clause during the duration of this terms and even after its termination not to disclose such information except as may be required by law.
11. Termination :
All the rights granted shall be cancelled by any of the parties by giving 3 months advance notice.
SWMPL may terminate the rights forthwith if the Distributor / Referrer fails to perform its functions, duties and obligations. Notwithstanding the aforesaid, SWMPL may also terminate the rights without assigning any reason for the termination but after giving to the Distributor / Referrer a notice in writing of at least three months.
The Distributor may terminate the rights by giving to SWMPL a written notice of at least three months.
On the termination, the Distributor / Referrer shall immediately return to SWMPL all the documents and relevant papers concerning the Products of SWMPL and all information, documents and papers lying with the Distributor / Referrer relating to transactions executed between SWMPL and customers and give a written confirmation of its having so done.
On termination/expiry, any application submitted by the Distributor / Referrer to SWMPL prior to termination/expiry shall be processed by SWMPL and any payments in connection with such applications will be paid to the Distributor / Referrer by SWMPL.
In the event of termination/expiry, SWMPL may withhold any payments to be made to the Distributor / Referrer in connection with any application of any customer, such payments being due to the Distributor / Referrer, till such time as the Distributor / Referrer deposits all documentation concerning any existing customer(s) and/or potential customer(s) of SWMPL with SWMPL.
12. Alteration/ Modification :
Any notice or request to be given or made in this terms to SWMPL or the Distributor / Referrer shall be in writing and shall be deemed to be given and made when delivered to the party to which it is required to be given or made at such party’s address. Such notice or request may be made through ordinary post, registered post or courier and shall be deemed to have been delivered on the expiry of 48 hours after the posting or delivery to the courier company, as the case may be.
12. Jurisdiction :
Any and all disputes arising out of or in connection with this arrangement or its performance shall be settled by arbitration by a single Arbitrator to be appointed by SWMPL. The arbitration shall be held, in MUMBAI, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Language of Arbitration shall be English.
The Courts in MUMBAI shall, subject to the above, have exclusive jurisdiction