GENERAL TERMS AND CONDITIONS 1.
8 “Borrower’s Bank Account(s)” means the bank account(s) of
These General Terms and Conditions (the “GTCs”) apply to the Facility
extended/to be extended by PayU Finance India Private Limited (the
“Lender”) to the Borrower and should be read together with the other
Facility Documents.
The GTCs together with the other Facility Documents shall commence
and be effective on and from the Effective Date and shall continue until
terminated in accordance with the terms and conditions of the Facility
Documents and provided that all Outstanding have been irrevocably and
unconditionally repaid in full to the Lender to the satisfaction of the
Lender.
The GTCs, the other Facility Documents and any other terms and
conditions, information or guidelines issued by the Lender from time to
time in connection with the provision of the Facility or transactions
entered into by the Borrower with the Lender, define and govern the
relationship between the Borrower and the Lender, and shall be binding
upon the Borrower. The Borrower shall keep itself updated about the
latest applicable terms and conditions in relation to the Facility.
1 DEFINITIONS
For the purposes of the GTCs and the other Facility Documents:
1.1 “Application Form” means the credit facility application form
filled and submitted by the Borrower, requesting the provision of
the Facility, together with annexures and addenda thereto.
1.2 “Act” means the Companies Act, 1956 of India and/or the
Companies Act, 2013 of India, as the case may be.
1.3 “Affiliate” means, in relation to any person, (i) (in relation to an
entity) a Subsidiary of that person or a Holding Company of that
person or any other Subsidiary of that Holding Company; and (ii)
(in relation to an individual) a relative (as defined in the Act) of
that person or any entity controlled by that person.
1.4 “Anti-Financial Crime Law” means any Applicable Law
relevant to counter bribery and corruption, money laundering
and restricted export-import transactions in the conduct of
business, and the minimum requirements adopted by the United
States (Office of Foreign Assets Control), United Nations and
European Union in relation to anti-bribery and anti-corruption,
anti-money laundering/combating the financing of terrorism and
other applicable export control laws and regulations including,
but not limited to, any restrictions on the export or import
dealings with Sanctioned Persons.
1.5 “Applicable Law” means any constitution, statute, law, equity,
regulation, ordinance, rule, judgment, order, decree,
authorization, clearance, approval, directive, guideline, policy,
requirement, or other governmental restriction or any similar
form of decision, or determination by, or any interpretation or
administration of any of the foregoing, by any Governmental
Authority, whether in effect as of the Effective Date or thereafter
and in each case as amended, from time to time, as applicable
to a Party.
1.6 “Arbitration Act” has the meaning given to the term under
Clause 26.2.2.
1.7 “Borrower” means the person whose name has been filled in as
the borrower in the Application Form, which expression shall
unless repugnant to the context or meaning thereof be deemed
to mean and include its heirs, executors, administrators,
successors and permitted assigns.
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the Borrower notified to the Lender in any manner as may be
agreed between the Borrower and the Lender.
1.9 “Borrower Information” has the meaning given to the term
under Clause 15.1.
1.10 “Borrower’s Specified E-mail Address” has the meaning
given to the term under Clause 18.1.2.
1.11 “Business Day” means a day on which banks are open for
business in Mumbai, not being any day which is a public holiday
for the purposes of Section 25 of the Negotiable Instruments
Act, 1881.
1.12 “Charges” means, without limitation, service charges, additional
service charges, processing charges, administrative charges,
documentation charges (if any) and/or such other charges as
may be levied by the Lender in relation to the Facility.
1.13 “CIBIL” means the Credit Information Bureau (India) Limited.
1.14 “Consent” means any consent, approval, authorization,
resolution, waiver, permit, grant, concession, agreement,
license, certificate, exemption, order, filing, registration or
notarisation, of, with or from any person, including, without
limitation, a Governmental Authority.
1.15 “Dashboard Instruction” has the meaning given to the term
under Clause 18.1.1.
1.16 “Disputes Notice” has the meaning given to the term under
Clause 26.2.1.
1.17 “Due Date” means each due date set out in the MITCs or a
Transaction Advice, as the case may be.
1.18 “E-mail Instruction” has the meaning given to the term under
Clause 18.1.2.
1.19 “Effective Date” means the date of acceptance of the GTCs
and other Facility Documents by the Borrower. If the Facility
Documents are accepted on different dates, then the first such
date of acceptance shall be the Effective Date.
1.20 “Electronic Instruction” has the meaning given to the term
under Clause 18.1.2.
1.21 “Eligibility Limit” means the amount of the Facility agreed to be
provided by the Lender to the Borrower (being the eligibility limit
assigned by the Lender), as more specifically set out in the
MITCs or the relevant Transaction Advice, as applicable.
1.22 “EMIs” means equated monthly instalments.
1.23 “Events of Default” means any event specified in Clause 10 of
the GTCs and includes additional events as may be specified in
the MITCs.
1.24 “Facility” means the facility identified in the Application Form,
the MITCs, the relevant Transaction Advice and the relevant
Statement, as applicable, and agreed to be provided by the
Lender to the Borrower pursuant to the Facility Documents.
1.25 “Facility Documents” means the Welcome Letter, the
Application Form, the MITCs, each Transaction Advice, each
Statement, the GTCs and any other document which the Lender
may from time to time require from the Borrower to be
completed, executed and/or delivered in connection with the
Facility and which is designated as a ‘Facility Document’ by the
Lender, each as amended, supplemented, restated or
substituted from time to time.
1.26 “Governmental Authority” means any (i) government (central,
state or otherwise) or sovereign state; (ii) governmental agency,
semi-governmental or judicial or quasi-judicial or regulatory or
supervisory or administrative entity, department or authority,
court or tribunal or any political subdivision thereof; or (iii)
international organization, agency or authority, including, without
limitation, any stock exchange or any self-regulatory
organisation, established under any Applicable Law.
1.27 “GST” means goods and service tax.
1.28 “GTCs” means these General Terms and Conditions applicable
to the Facility availed by the Borrower.
1.29 “Holding Company” has the meaning given to the term “holding
company” in the Act.
1.30 “Increased Costs” means (i) a reduction in the rate of return
from the Facility; (ii) an additional or increased cost; or (iii) a
reduction of any amount due and payable under the Facility
Documents, in each case which is incurred or suffered by the
Lender or any of its Affiliates to the extent that it is attributable to
the Lender’s funding or performing its obligations under the
Facility Documents.
1.31 “Indemnified Parties” has the meaning given to the term under
Clause 17.1.
1.32 “INR” or “Rupees” or “Rs.” means the lawful currency of India.
1.33 “Instalment” means sum total of principal, interest and other
charges payable by the Borrower in relation to the Facility in the
manner agreed under the Facility Documents calculated at the
rate set out in the MITCs and the relevant Transaction Advice.
1.34 “Interest” means the interest amount payable by the Borrower
on the principal amount of the Facility in the manner agreed
under the Facility Documents at the applicable Interest Rate.
1.35 “Interest Rate” has the meaning given to the term under Clause
6.1.1.
1.36 “IT Data Privacy Regulations” means the Information
Technology (Reasonable Security Practices and Procedures
and Sensitive Personal Data or Information) Rules, 2011.
1.37 “KYC” means know your customer.
1.38 “KYC Agencies” has the meaning given to the term under
Clause 15.8.
1.39 “Late Payment Charges” means the late payment charges set
out in the MITCs or a Transaction Advice, as the case may be.
1.40 “Lender” means PayU Finance India Private Limited, a private
limited company incorporated under the provisions of the
Companies Act, 1956 and a non-deposit taking systemically
important non-banking financial company registered with the
Reserve Bank of India, having its registered office at 2nd Floor,
P&G Plaza, Cardinal Gracious Road, Chakala, Andheri East,
Mumbai – 400099, India and its corporate office at 9th Floor,
Bestech Business Tower, Sector 48, Sohna Road, Gurgaon,
Haryana – 122002, India (and which expression shall unless
repugnant to the context or meaning thereof be deemed to
include its successors and assigns).
1.41 “Lender’s Specified E-mail Address” has the meaning given
to the term under Clause 18.1.2.
1.42 “Lender’s Group” means the Lender and its Affiliates.
1.43 “Losses” has the meaning given to the term under Clause 17.1.
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1.44 “Material Adverse Effect” means (i) any material adverse
change in the ability of the Borrower to comply with its
obligations under the Facility Documents; (ii) any material
adverse change in the business, financial or other condition,
credit standing, operations, assets, properties, performance and
prospects of the Borrower; (iii) any material adverse change in
the domestic or international money, financial or capital markets,
or in the debt markets, or in the economic situation of India; or
(iv) any material change in Applicable Law.
1.45 “Minimum Amount Due” means the minimum amount due as
set out in the MITCs or a Transaction Advice or a Statement, as
the case may be.
1.46 “Messages” has the meaning given to the term under Clause
25.6.2.
1.47 “MITCs” means the document setting out the most important
terms and conditions including, but not limited to, the Interest
Rate, Charges, Due Date and/or Instalments, of the Facility
availed by the Borrower.
1.48 “Online Account” has the meaning given to the term under
Clause 25.6.1.
1.49 “Outstandings” means, at any time, the aggregate of all sums
(whether principal, interest, fees, costs, charges, expenses,
commissions, indemnities, duties, stamp duties, taxes,
liquidated damages or otherwise) which are or at any time may
be or become due from or owing by the Borrower to the Lender
or which the Borrower has covenanted to pay or discharge,
whether actually or contingently, under or in connection with the
Facility Documents.
1.50 “Parties” means, collectively, the Borrower and the Lender and
the term “Party” means each or any of them, as the context may
require.
1.51 “Payment Instructions” means the Electronic Clearing
Mandate/ECS/National Automated Clearing House
(NACH)/standing instructions and/or any other electronic or
other clearing mandate or instructions in favour of the Lender
issued by the Borrower in relation to the Borrower’s Bank
Account for making payments to the Lender or any other form of
payment instructions issued by the Borrower and accepted by
the Lender from time to time.
1.52 “Potential Event of Default” means any event or circumstance
(including as specified in Clause 10 (Events of Default and
Termination)) which would (with the expiry of a grace period, the
giving of notice, the making of any determination under the
Facility Documents or any combination of any of the foregoing),
would constitute an Event of Default.
1.53 “Purpose” shall mean the purpose for which the Facility is
sanctioned as specified in the MITCs.
1.54 “RBI” means the Reserve Bank of India.
1.55 “Sanctioned Persons” refer to those persons who are identified
in the sanctions list maintained by the various Governmental
Authorities including the United States (Office of Foreign Assets
Control), United Nations and European Union.
1.56 “Service Platform” means the digital platform named “LazyPay”
owned and utilised by the Lender to extend the Facility to the
Borrower.
1.57 “Source Platform” means the platform or merchant selling
goods and/or services offline and/or online.
1.58 “Statements” has the meaning given to the term under Clause
21.1.
1.59 “Subsidiary” has the meaning given to the term “subsidiary” in
the Act.
1.60 “Tax” means all forms of present and future taxes (including but
not limited to indirect taxes such as service tax or other similar
taxes), deductions, withholdings, duties, imposts, levies, cesses,
fees, charges, social security contributions and rates imposed,
levied, collected, withheld or assessed by any Governmental
Authority or other taxing authority in India and any interest,
additional taxation penalty, surcharge, cess or fine in connection
therewith and “Taxes” shall be construed accordingly.
1.61 “TDS Deposit Date” has the meaning given to the term under
Clause 16.2.
1.62 “Termination Date” means the date of termination of the Facility
Documents as notified by the Lender to the Borrower.
1.63 “Total Amount Due” means the total amount due as set out in
the MITCs or a Transaction Advice, as the case may be.
1.64 “Transaction Advice” means the document setting out the
details of the utilisation of the Facility availed by the Borrower.
More than one Transaction Advice may be issued in relation to a
Facility if the Facility is utilised in more than one drawdown or
utilisation, and the specific terms of each such Transaction
Advice shall apply in relation to the principal amount of the
Facility availed as set out in the Transaction Advice.
1.65 “Unpaid Amount” has the meaning given to the term under
Clause 6.2.1.
1.66 “UPI” means unified payments interface.
1.67 “Welcome Letter” means the letter sent by the Lender to the
Borrower after the Borrower has filed in and accepted the
Application Form, the MITCs and the GTCs in relation to the
Facility.
2 CONSTRUCTION
2.1 Construction
In the Facility Documents:
2.1.1 words importing the singular include the plural and vice versa;
2.1.2 “including” and “includes” means including or includes without
limitation (and related expressions shall be interpreted
accordingly);
2.1.3 a gender shall include references to the female, male and
neutral genders;
2.1.4 “person” includes any individual, company, corporation, firm,
partnership, joint venture, association, organization, trust, state,
agency of a state or Governmental Authority (in each case,
whether or not having separate legal personality);
2.1.5 references to time, unless otherwise expressly stated, are to
Indian standard time;
2.1.6 time is of the essence in the performance of the Parties’
respective obligations hereunder. If any time period specified
herein is extended, such extended time shall also be of the
essence;
2.1.7 any number of days prescribed in the Facility Documents shall
be reckoned inclusive of the first and the last day unless the last
day does not fall on a Business Day, in which case the last day
shall be the next succeeding day which is a Business Day;
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2.1.8 if any payment under the Facility Documents falls due on a day
which is not a Business Day, such payment shall be made on
the next succeeding Business Day;
2.1.9 references to a law or regulation or a provision of law or
regulation is a reference to that law, regulation or, as applicable,
that provision as amended, consolidated, extended or re-
enacted, and to any orders, regulations, instruments or other
subordinate legislation made under the relevant statute;
2.1.10 where the Lender is expressed to have a right or discretion or is
required to make a determination with respect to the ‘materiality’
or ‘reasonability’ of any matter including of any event, quantity,
degree, occurrence, circumstance, change, fact, information,
document, authorisation, proceeding, act, omission, claim,
breach, default or otherwise, such right or discretion shall be
exercised or determination shall be made by the Lender in its
sole and absolute discretion, save and except as otherwise
specifically provided in the Facility Documents;
2.1.11 a reference to a Clause or a Schedule is a reference to a clause
of or a schedule to the relevant Facility Document;
2.1.12 the index and headings in the Facility Documents are for
convenience and are to be ignored in construing the terms and
conditions thereof;
2.1.13 references to the Facility Documents and any other documents
include amendments, variations, modifications and
replacements thereof and supplements thereto, and references
to any Facility Documents include references to their respective
schedules or annexures;
2.1.14 all schedules, recitals and other attachments hereto, or
expressly identified as part of any Facility Document, are
incorporated herein by reference, and taken together with the
GTCs, shall constitute but a single document and constitute an
integral and operative part of the Facility Documents; and
2.1.15 a Default (other than an Event of Default) is “continuing” or
“outstanding” if it has not been remedied or waived in writing
and an Event of Default is “continuing” or “outstanding” if it has
not been waived in writing.
2.2 Sourcing
The Borrower agrees and acknowledges that the requirement of
the Borrower to avail the Facility can be sourced from any
Source Platform. The Facility shall however be provided to the
Borrower through the Service Platform. The use of the Service
Platform by the Borrower shall be further subject to and shall be
in accordance with the terms and conditions in this regard
available on such Service Platform. The Borrower agrees and
acknowledges that by accepting the Facility Documents and
availing the Facility, the Borrower shall be deemed to have
accepted the terms and conditions in respect of the Service
Platform set out therein.
2.3 General
2.3.1 The disbursement of the Facility by the Lender will be at the sole
and absolute discretion of the Lender and the Lender retains the
right to reject any request for disbursement of the Facility by the
Borrower without assigning any reasons to the Borrower.
2.3.2 The Borrower shall be personally liable to the Lender for
performance of all obligations under the Facility. In the event of
death of the Borrower, the Lender shall at its discretion deal with
the heirs and legal representatives of the deceased individual
for discharge of liabilities under the Facility Documents.
2.3.3 This Agreement and the other Facility Documents are supplied
in the English language and all communication between the
 Lender and the Borrower will be in English unless otherwise
agreed or notified by the Lender.
2.4 Exclusion from Lender’s liability
2.4.1 The Lender shall not be responsible or liable in any manner for
any direct, indirect, special or consequential damages or Losses
suffered by the Borrower (i) pursuant to any action or omission
by the Lender under or in connection with the Facility
Documents or any transaction contemplated under the Facility
Documents, (ii) for anything bona fide done or omitted or
suffered in reliance upon the advice or information sought by the
Lender from its agent or advisor or as a consequence of any
mistake or oversight or error of judgment on the part of the
Lender or any other person appointed by the Lender hereunder,
or (iii) pursuant to any diminution in the value of any funds due
to any reason whatsoever (including, without limitation, the
occurrence of any extraordinary event) and whether arising in
India or in any place or otherwise, any loss of business, loss of
reputation, loss of opportunity, loss of profit or exemplary
damages, or any type of special, consequential or indirect loss
whatsoever.
2.4.2 No other branch, subsidiary or Affiliate of the Lender shall be
responsible or liable for any of the liabilities or obligations of the
Lender hereunder arising from any cause whatsoever whether
or not beyond the control of the Lender and shall not in any
circumstances be responsible or liable in any manner for any
direct, indirect, special or consequential damages or Losses
suffered by the Borrower.
2.4.3 All obligations of the Lender and the performance thereof by the
Lender shall be excused by events beyond the control of the
Lender (including circumstances caused by force majeure, acts
of God, calamity, natural disaster, industrial actions, power
failure, computer breakdown, war, acts of terrorism, civil strife,
sabotage, the occurrence of any extraordinary event, delays on
the part of any agents or other entities or authorities or any other
factors beyond the control of the Lender).
2.4.4 The Lender may at its sole discretion grant time or other
indulgence to the Borrower or any other person, without
impairing or affecting in any way any of the Lender’s rights as
against the Borrower or any such other persons.
2.4.5 Nothing in the Facility Documents shall require the Lender to do
or not do anything if it would or might in its reasonable opinion
constitute a breach of its policy or any Applicable Law (including
any Anti-Financial Crime Law) or requirement of any
Governmental Authority.
2.4.6 Any member of the Lender’s Group may intercept and
investigate any payment messages and other information or
communications sent to or by the Borrower or on Borrower’s
behalf and may delay, block or refuse to make any payment.
Payment screening may cause a delay in processing certain
information.
2.5 Borrower’s rights and liability
2.5.1 The Borrower does not in any event have, or shall acquire, any
rights against the Lender except as expressly conferred on the
Borrower pursuant to the Facility Documents.
2.5.2 The Borrower shall be liable for any Losses suffered by the
Lender or the Borrower arising from or in relation to the
Borrower’s inability or incapacity of whatever nature to act and
comply with its obligations under the Facility Documents.
2.5.3 The Borrower agrees and confirms that the terms and conditions
of the Facility Documents do not constitute any warranty
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(express or implied) or similar obligation on the part of the
Lender.
2.5.4 If a Facility Document specifies when the Borrower must
perform an obligation, the Borrower must perform it by the time
specified. The Borrower must perform all other obligations
promptly.
2.6 No Waiver
2.6.1 No failure to exercise, nor any delay in exercising, on the part of
the Lender, any right or remedy under the Facility Documents
will operate as a waiver, nor will any single or partial exercise of
any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies
provided in the Facility Documents or conferred by Applicable
Law, common law, custom, trade, or usage, are cumulative and
not exclusive of any rights or remedies provided by Applicable
Law and may be enforced successively or concurrently.
2.6.2 The Borrower’s obligations hereunder will remain in full force
and shall not be affected, impaired, diminished or extinguished
by any act, omission, default, matter or thing (including anything
which, but for this Clause 2.6 would have discharged the
Borrower (wholly or in part) or would have afforded the Borrower
any legal or equitable defence) except the full, prompt and
complete performance of all the terms, undertakings and
conditions of the Facility Documents, including the due and
punctual payment of all amounts that may become due to the
Lender under the Facility Documents.
3 FACILITY
3.1 On and from the Effective Date, the Borrower may avail, and the
Lender may make available, an amount equal to the Eligibility
Limit in accordance with the terms and conditions set out under
the Facility Documents.
3.2 If permitted by the Lender in its sole discretion, a Facility may be
utilised by the Borrower in more than one utilisation/drawdown.
In such cases, more than one Transaction Advice may be
issued in relation to the Facility, and the specific terms of each
such Transaction Advice shall apply in relation to the principal
amount of the Facility availed as set out in the Transaction
Advice.
3.3 The Facility shall only be utilised in compliance with Applicable
Law for the Purpose set out in the MITCs. However, the Lender
is not bound to monitor or verify the application of any amount
borrowed pursuant to the Facility Documents. Without prejudice
to the foregoing, the Lender has the right, at any time, to verify
that the amounts borrowed under the Facility are being applied
in accordance with the Purpose and the Borrower shall
cooperate with the Lender for the purpose of such verification
(including, without limitation, by providing all information
requested by the Lender). Any breach of the Purpose clause in
the MITCs will give the Lender the right to immediately terminate
the Facility Documents and recall the outstanding Facility on
demand.
4 UNCOMMITTED FACILITY; AVAILABILITY
4.1 No Commitment and Recall on Demand
Notwithstanding any provision in any Facility Document to the
contrary, the Borrower understands, acknowledges and agrees
that the Facility is in the nature of an uncommitted facility, is
recallable by the Lender on demand, and may be cancelled and
repudiated in part or in entirety by the Lender, at any time
without notice and without giving any reason and the Lender has
no obligation whatsoever to make or continue to make available
 to the Borrower all or any part of the Facility or to allow any
particular utilization thereof. Accordingly, the availability of the
Facility or any part thereof is subject to the Lender’s internal
approvals and subsequent credit reviews at any time, the limits
set out in the MITCs and the relevant Transaction Advice,
availability of funds and compliance with the Applicable Laws.
4.2 Review and Cancellation
4.2.1 Pursuant to any subsequent review by the Lender, the Lender
may, at its sole and absolute discretion, vary, amend or extend
the availability or repayment period, cancel or terminate the
Facility or any part thereof or any other applicable terms by
giving notice thereof. Any notice or communication by the
Lender to the Borrower in this regard (including in connection
with the cancellation or early termination of the Facility) shall be
final, non-negotiable, and binding on the Borrower.
4.2.2 Notwithstanding any other provision in the Facility Documents to
the contrary, if by reason of any Applicable Law or regulation or
regulatory requirement (whether or not having the force of law)
or any change therein or judicial decision relating thereto or the
interpretation or administration or application thereof, it shall
become (or it shall appear to the Lender that it has or will
become) unlawful or otherwise prohibited for the Lender to
maintain or give effect to any of its obligations herein, the
Lender may by notice to the Borrower cancel and terminate the
Facility.
4.2.3 Upon any cancellation or termination pursuant to this Clause,
the Facility shall cease to be available for utilization and, upon
notice of such cancellation or termination being given by the
Lender to the Borrower (i) the Facility and the Outstandings
shall become immediately due and payable (unless the Lender
gives notice otherwise) and the Lender shall have the right to
require immediate repayment of all sums then owing to it under
or in connection with the Facilities from the Borrower; and (ii) the
Borrower shall procure the release and discharge of the Lender
from all contingent and/or unmatured liabilities owing, sustained
or incurred by the Lender pursuant to the utilization by the
Borrower of any of the Facilities.
5 REPAYMENT OF THE FACILTY AND INSTALMENTS
5.1 Scheduled Payments
The Borrower shall repay the Facility on the applicable Due
Dates specified in the MITCs or the relevant Transaction Advice
or as may be communicated by the Lender from time to time, as
applicable. The payment/repayment of the Instalments for the
Facility shall commence and continue in accordance with the
repayment schedule set out in the MITCs or the relevant
Transaction Advice, as applicable.
Notwithstanding any other provision in the Facility Documents to
the contrary, and in respect of the Instalment falling due on a
Due Date, the Lender may, at the request of the Borrower and in
the Lender’s sole and absolute discretion, provide the Borrower
with a one-time option to pay such Instalment amount in EMIs.
Subject to the terms of the MITCs, such EMIs shall be payable
on such Due Dates as set out in a separate Transaction Advice
or in a Statement or as may be communicated by the Lender
from time to time and shall be governed by the terms and
conditions as set out in the MITCs and the new Transaction
Advice or the Statement or any other document, as applicable.
The Borrower hereby agrees and undertakes to comply with all
the terms and conditions set out therein.
5.2 Prepayment by the Borrower
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If the Borrower prepays the Facility or any part thereof on any
date other than a Due Date, then the Lender shall be entitled to
levy, and the Borrower shall be liable to pay, any prepayment
charges on the principal amount of the Facility outstanding as
on that date at the rate as may be set out in the MITCs or the
relevant Transaction Advice or a Statement or any other Facility
Document, as applicable. In such an event, the Lender shall use
reducing balancing rate/method for determining the principal
amount of the Facility outstanding on the relevant date.
Prior to making any prepayment, the Borrower shall give prior
written notice to the Lender in accordance with the timelines
prescribed under the Facility Documents.
5.3 Repayment on demand
The Lender may at any time in its sole discretion and without
assigning any reasons call upon the Borrower, in writing, to pay
the entire Facility in full. Upon such demand being made, the
Borrower shall within 5 (five) days of such demand being made,
pay the entire amount of the Outstandings to the Lender without
any delay, demur or protest.
5.4 Variation
The Borrower agrees and acknowledges that the Lender shall
be entitled at its sole discretion to (i) vary, modify, amend, revise
and /or reschedule the payment terms (including the rate of
Interest), and (ii) charge Increased Costs, in each case at any
time and from time to time in accordance with the Lender’s
internal policies and/or Applicable Laws, and such revised
payment terms shall be binding on the Borrower and deemed to
be included in and form part of the Facility Documents
(specifically the MITCs and the relevant Transaction Advice, as
applicable).
The Borrower further agrees and acknowledges that all amounts
due from the Borrower to the Lender shall automatically stand
increased accordingly. The Borrower shall also be liable to pay
additional amounts arising from any increase in the applicable
rate of taxes, charges, imposts, levies and monies whatsoever
that are or may be levied on the payments due to the Lender
from the Borrower.
All such revised, increased or additional amounts shall
automatically form part of the Instalments.
5.5 Notice and terms
5.5.1 All payments to be made under the Facility Documents will be
made by the Borrower on or prior to the applicable Due Date
without any delay or demur (a) as per the terms and conditions
set out in the Facility Documents; (b) exclusive of any Tax or
similar charges; and (c) without any set-off or counterclaim or
Tax deduction or otherwise of any amount due or alleged to be
due or outstanding from the Lender or any other person.
5.5.2 No notice, reminder or intimation shall be required to be given
by the Lender to the Borrower in respect of the payment of any
Instalment prior to the relevant Due Date. It shall entirely and
solely be the obligation of the Borrower to ensure prompt and
timely payment of the Instalment to the Lender, regardless of
the mode of re-payment/payment selected by the Borrower in
the Facility Documents. Any dispute or difference of any nature
whatsoever shall not entitle the Borrower to withhold or delay
payment of any Instalment or other sum to the Lender and the
Lender shall be entitled to present the Payment Instructions on
the respective Due Dates for repayment of the relevant Facility.
5.5.3 Any part of a Facility which is repaid or prepaid may not be re-
borrowed unless permitted by the Lender in its sole discretion.
5.6 Payment mechanism
5.6.1 The Borrower shall make the periodic payment on each Due
Date using any of the payment mechanisms specified in the
Statements or by using any other payment mechanism
acceptable to the Lender.
5.6.2 The Borrower may also issue irrevocable instructions (in a form
and substance satisfactory to the Lender) to the Borrower’s
bankers to ensure periodic payment to the Lender pursuant to
the Payment Instruction(s) issued by the Borrower from the
Borrower’s Bank Account. However, in such cases, the failure of
the Borrower’s bank for any reason to transfer any such
amounts to the Lender shall be a failure by the Borrower to pay
the amounts and shall constitute an Event of Default. The
Borrower shall provide to the Lender a confirmation (in a form
and substance satisfactory to the Lender) of the acceptance by
the Borrower’s bank of the stated Payment Instruction(s).
5.6.3 The Lender may, in its sole discretion, require the Borrower to
adopt or switch to any alternate mode of repayment/payment
and/or request the Borrower to issue post-dated cheque(s) and
the Borrower shall comply with such request, without any demur
or delay.
5.6.4 If any amounts are outstanding for payment/repayment by the
Borrower to the Lender, under the Facility Documents, the
Lender shall be entitled to utilize the Payment Instruction(s), if
any, or encash the post-dated cheque(s), if any, for the
satisfaction of such outstanding amounts.
5.6.5 Save and except with the prior written consent of the Lender,
the Borrower shall not, under any circumstances, revoke, cancel
or alter the Payment Instruction(s), if any, or cancel or issue
stop-payment instructions with respect to these Payment
Instruction(s) or the post-dated cheque(s), if any, issued or do or
omit to do anything which may result in the Borrower’s bank not
transferring the amounts equal to the Instalments/amounts due
under the Facility Documents to the bank account of the Lender
on the relevant Due Date. Any attempt to do so shall be
considered as an Event of Default.
5.6.6 The Payment Instruction(s) or post-dated cheque(s), if any, are
intended to be used at any time by the Lender as the Lender
may consider fit and proper, to recover the Outstandings owed
by the Borrower to the Lender, and the Borrower, by executing
the Facility Documents, has unconditionally and irrevocably
authorised the Lender to do so for an aggregate amount not
exceeding the aggregate Outstanding under the Facility
(including those pertaining to any facility subsequently availed
by the Borrower), without notice to Borrower in this behalf. In the
absence of such authority having been given by the Borrower to
the Lender, the Lender would not have granted the Facility to
the Borrower.
5.6.7 The authority given by the Borrower to the Lender herein to fill in
the details of the Payment Instruction(s) or post-dated
cheque(s), if any, including the amounts payable under the
Facility Documents is as permitted under the provisions of the
Negotiable Instruments Act, 1881 as applicable and does not
amount to a material alteration of the Payment Instruction(s) or
post-dated cheque(s), if any, by the Lender. By execution of the
Facility Documents, the Borrower has agreed and confirmed
that in the event the acts of the Lender in filling the Payment
Instruction(s) as aforesaid are construed by any Governmental
Authority to be an alteration within the meaning of the
Negotiable Instruments Act, 1881, then the Borrower agrees
and acknowledges as follows:
(i) the Borrower has provided the Borrower’s Consent for
such an alteration and that by reason of such alteration,
6
Payment Instruction(s) or post-dated cheque(s)
shall/should not be construed to be void or otherwise
unenforceable and the Borrower has agreed and accepted
to honour such Payment Instruction(s) or post-dated
cheque(s) when presented for payment;
(ii) the Borrower has confirmed that such alteration is made
to record the common intention of the Lender and
Borrower, which common intention is to fill in the Payment
Instruction(s) or post-dated cheque(s) with the amounts
due by the Borrower to the Lender and to present the
same for payment on such dates as the Lender may in its
absolute and sole discretion decide.
5.6.8 The Borrower hereby unconditionally and irrevocably covenants
that at no point during the continuity of the Facility shall the
Borrower claim that any Payment Instructions, if any, is invalid
due to any reason whatsoever. The Borrower further confirms
that the Borrower shall ensure availability of funds in the
Borrower’s Bank Account in respect of which the Payment
Instructions, if any, have been made and that the Borrower will
not at any time close the Borrower’s Bank Account and/or issue
any notice instructing the Lender not to present any such
Payment Instructions, if any, towards repayment of any
Instalments. It is the duty of the Borrower to ensure that the
Borrower’s Bank Account is debited towards every Instalment
and in case of such debit not occurring, the Borrower shall
inform the Lender in this regard within 3 (three) days from the
Due Date of such Instalment.
5.6.9 Notwithstanding anything contained in the Facility Documents,
and irrespective of the mode of payment selected by the
Borrower in the Facility Documents, upon any default by the
Borrower in payment of one or more Instalments on the Due
Date pertaining to the Facility or any non-realization of the
Instalments on the Due Date by the Lender, the Lender shall be
entitled, without prejudice to its other rights and remedies under
the Facility Documents and Applicable Law, to present and/or
re-present the Payment Instruction(s) and/or post-dated
cheque(s), if any, issued by the Borrower in favour of the Lender
in connection with the Facility. Irrespective of the mode of
payment/date of payment selected by the Borrower, the Lender
shall be entitled to require the payment and/or collection of the
Instalments and all other amounts comprising the Outstandings,
by any other Payment Instruction(s) and/or post-dated
cheque(s), if any, issued by the Borrower in favour of the Lender
or utilizing any other mode or manner of payment.
5.6.10 Any dishonour of any post-dated cheque(s) or any Payment
Instruction(s), would constitute an offence under Section 138 of
the Negotiable Instruments Act, 1881 or Section 25 of the
Payment and Settlement Systems Act, 2007, as the case
maybe.
6 INTEREST AND LATE PAYMENT CHARGES
6.1 Calculation and payment of Interest
6.1.1 The Borrower shall be liable to pay Interest on the Facility at the
rate specified in the MITCs or the relevant Transaction Advice or
the Statements, as applicable or as amended and intimated by
the Lender in writing from time to time (the “Interest Rate”).
Interest will be computed on a daily balance basis or as
otherwise set out in the MITCs or the relevant Transaction
Advice or the Statements, as applicable.
6.1.2 Interest on the Facility shall begin to accrue from the date on
which the Facility is disbursed or deemed to be disbursed or as
otherwise set out in the MITCs or the relevant Transaction
Advice or the Statements, as applicable. The interest period for
 the Facility shall be for the duration as set out in the MITCs or
the relevant Transaction Advice or the Statements, as
applicable.
6.1.3 Notwithstanding anything to the contrary contained in the
Facility Documents, the Interest Rate on the Facility is also
subject to change at any point of time pursuant to directions,
notifications, circulars or regulations issued by the RBI or any
other Governmental Authority in this regard.
6.2 Late Payment Charges
6.2.1 If there is any delay in the payment of any Instalment and/or any
other amount payable by the Borrower to the Lender pursuant to
the Facility Documents (“Unpaid Amount”), the Borrower shall
in addition to the applicable Interest pay to the Lender the
applicable Late Payment Charges. The Lender has the right to
adjust any subsequent Instalments in such manner as the
Lender may deem fit in order to account for the payment of the
Late Payment Charges, if any.
6.2.2 The Borrower acknowledges that any Late Payment Charges
payable by it pursuant to this Clause 6.2 is not a penalty and is
reasonable and represents a genuine pre-estimate of the loss
expected to be incurred by the Lender in the event of non-
payment or default by the Borrower.
6.3 General
6.3.1 The Borrower is not entitled to any refund of any interest, fee or
charge that the Borrower has paid to the Lender.
6.3.2 The Borrower acknowledges that the Facility provided under the
Facility Documents is for a commercial transaction and waives
any defences available under usury or other Applicable Laws
relating to the charging of Interest.
7 COSTS AND EXPENSES
7.1 Transaction and Enforcement Costs and Expenses
7.1.1 The Borrower agrees to bear and pay to the Lender all costs
and expenses, including without limitation Charges, interest,
commissions, taxes, stamp duties and legal fees (together with
any fine, penalty or interest payable arising from or in
connection with a default of the Borrower), arising in relation to
the Facility, calculated at such rate and on such periodic rests
as the Lender may prescribe. Without prejudice to the generality
of the foregoing, the Borrower agrees that it shall, (in addition to
the fees payable in connection with the Facility) pay and
discharge all Taxes, cess, levy, impost, duty, governmental
charges or any other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same), payable
on account of availing the Facility.
7.1.2 In addition to the above, the Borrower shall promptly on demand
pay to the Lender all charges, costs and expenses incurred or
paid by the Lender on its own account or on account of the
Borrower arising in relation to the Facility granted or extended to
the Borrower (whether or not such Facility is cancelled prior to
drawing or utilization thereof), including (i) costs and expenses
as a result of any change in any law or regulation (including any
law or regulation concerning capital adequacy, prudential limits,
liquidity, reserve assets or Tax) or any change in the Interest
Rate pursuant to directions, notifications, circulars or regulations
issued by the RBI or any other Governmental Authority in this
regard, (ii) any Increased Costs, (iii) Taxes, duties, levies,
charges or obligations whatsoever charged or falling due, or
defaults in payment of any insurance premium, legal or
inspection or valuation fees, stamp duty or out-of-pocket
7
expenses of any kind whatsoever, and (iv) costs and expenses
(including without limitation, legal costs, stamp duty, registration
and any goods and services tax or other similar Tax on such
costs and expenses) incurred in or incidental to or in
contemplation of preserving, protecting, exercising or enforcing
the Lender’s rights or powers under the Facility Documents, and
until payment in full such amounts shall bear interest at such
rate and on such basis as the Lender may stipulate from time to
time.
7.2 Termination, default and other costs
7.2.1 If the Borrower terminates the Facility Documents prior to the
Termination Date or cancels or does not take disbursement in
respect of the Facility, the Borrower shall on demand pay to the
Lender (or the Lender may at its discretion retain) an amount
equal to such interest, fees and charges as the Lender may
determine in connection with such cancellation, termination or
non-disbursement.
7.2.2 The Borrower shall bear the cost of doing or refraining from
doing any act, matter or thing which it is required to do or refrain
from doing under or in connection with any Facility Document.
8 REPRESENTATIONS AND WARRANTIES
The Borrower makes the representations and warranties set out
in this Clause 8 to the Lender on the date of this Agreement by
reference to the facts and circumstances then existing on the
Effective Date. Each of the representations and warranties: (i)
shall be repeated on each date until the Termination Date; (ii)
are true, correct, accurate and not misleading as on the
Effective Date; and (iii) shall remain true, correct, accurate and
not misleading on each date until the Termination Date.
8.1 Authority, Binding Obligations and Non-Conflict
8.1.1 The Borrower is of sound mind, has the power and authority to
enter into, perform and deliver, and has taken all necessary
action to authorise its entry into, and performance and delivery,
of the Facility Documents, and the transactions contemplated by
the Facility Documents.
8.1.2 The entry into and performance by the Borrower of, and the
transactions contemplated by, the Facility Documents, do not
and will not conflict with any Applicable Law or any agreement
or instruments binding upon the Borrower or any assets of the
Borrower.
8.1.3 The obligations expressed to be assumed by the Borrower
under each of the Facility Documents are legal, valid, binding
and enforceable.
8.2 Validity and admissibility in evidence
All Consents required or desirable to enable the Borrower to
lawfully enter into, exercise its rights and comply with its
obligations in the Facility Documents and to make the Facility
Documents admissible in evidence in India have been obtained
or effected and are in full force and effect.
8.3 No Default
8.3.1 No event or circumstance is outstanding which constitutes an
event of default under any agreement or instrument which is
binding on the Borrower or to which the assets of the Borrower
are subject.
8.3.2 No demand/default notice under any Applicable Law and/or any
agreement or contract applicable to the Borrower has been
issued to the Borrower.
8.4 Compliance with Applicable Law
8.4.1 The Borrower is in compliance with all, and has not breached
any, Applicable Laws (including any anti-money laundering laws
and anti-terrorism financing laws).
8.4.2 The Borrower neither knows nor has reasons to believe that it is
or may become subject of sanctions-related investigations or
juridical proceedings.
8.5 Solvency
8.5.1 The Borrower is able to, and has not admitted its inability to,
repay any amount payable by it to any person.
8.5.2 The Borrower is not insolvent and, by reason of actual financial
difficulties, has not commenced, and does not intend to
commence, negotiations with one or more of its creditors with a
view to rescheduling any of its indebtedness.
8.5.3 No moratorium has been, or may in the reasonably foreseeable
future be, declared in respect of any indebtedness of the
Borrower.
8.5.4 The value of the assets of the Borrower is more than its
liabilities (taking into account contingent and prospective
liabilities).
8.5.5 No application has been filed or other steps have been taken
towards initiation of (i) an insolvency process under the
Provincial Insolvency Act, 1920 or the Presidency-Towns
Insolvency Act, 1909 or the Insolvency and Bankruptcy Code,
2016 or any other analogous law or regulation, or (ii) a fresh
start process under the Insolvency and Bankruptcy Code, 2016
or any other analogous law or regulation, in respect of the
Borrower.
8.6 No Proceedings
No litigation, arbitration, investigative or administrative
proceedings of or before any court, arbitral body or agency
(including any arising from or relating to environmental law)
which might affect the financial position of the Borrower have
been started or threatened against the Borrower.
8.7 Taxes
In relation to all public demands such as income-tax and all the
other Taxes and revenues payable to the any Governmental
Authority:
8.7.1 the Borrower has (i) generally complied in all respects with all
Tax laws in all jurisdictions in which it is subject to Tax, has filed
all Tax returns and paid all Taxes and statutory dues due and
payable by it, (ii) to the extent any Taxes are not due, has
established reserves that are adequate for the payment of those
Taxes and statutory dues, and (iii) made or given on a proper
and timely basis all requisite filings, returns, computations,
notices and information and such returns, computations, notices
and information is/are correct and not subject of any dispute
with the Tax authorities;
8.7.2 there are no Tax liabilities in respect of which a claim has been
made, or proposed or assessed against it, or made known to it
by any Tax or other competent authority, except those that are
contested in good faith, and it is not, involved in any dispute with
or subject to any investigation by any Tax authority;
8.7.3 it is aware of all Tax implications and its reporting and disclosure
obligations relating to its execution, delivery and performance of
the transactions contemplated by the Facility Documents and it
has complied with and will comply with all reporting, disclosure,
taxation, exchange control, legal and regulatory requirements
applicable to it in relation thereto.
8
8.8 Wilful Defaulter
The Borrower has not been identified as a wilful defaulter by any
scheduled commercial bank, financial institution, the RBI or any
other Governmental Authority.
8.9 Immunity
The execution, delivery and performance of the Facility
Documents by the Borrower constitute, private and commercial
acts done and performed for private and commercial purposes
and the Borrower does not have immunity, and is not, will not be
entitled to, and will not at any time plead immunity for itself or
any of its assets against any suit or other legal proceeding
before any court or Governmental Authority.
8.10 Information
8.10.1 All information provided by the Borrower for the purpose of the
Facility Documents and any other information pursuant to the
foregoing is true, complete, accurate and correct in all material
respect as on date on which such information is dated or
certified or shared with the Lender and is not misleading and the
Borrower is not aware of any facts or circumstances that have
not been disclosed to the Lender and which might, if disclosed,
adversely affect the decision of a person considering whether or
not to provide finance to the Borrower on the terms set out
herein.
8.10.2 Since the date the relevant information was given to the Lender,
there has been no change in the Borrower’s financial
circumstances which may have a Material Adverse Effect on the
Borrower’s ability to meet any of the Borrower’s obligations to
the Lender.
9 GENERAL COVENANTS AND UNDERTAKINGS
The Borrower undertakes to the Lender that, at all times during
the availability of the Facility and until such time as the entire
Outstanding is paid in full to the Lender to the satisfaction of the
Lender, it shall comply with the undertakings and covenants set
out below.
9.1 Authorisations
The Borrower shall obtain, comply with and do all that is
necessary to maintain in full force and effect any Consent
required under any Applicable Law to enable it to perform its
obligations under the Facility Documents and to ensure the
legality, validity, enforceability or admissibility in evidence in
India of the Facility Documents.
9.2 Compliance
9.2.1 The Borrower is and shall be solely responsible for the
management of and compliance with its legal obligations and
tax affairs. The Borrower hereby confirms that it is aware of all
legal and tax obligations that apply to the Borrower arising from
or in connection with the Facility and that it will undertake all
necessary or desirable steps and actions to fulfil and discharge
these obligations.
9.2.2 The Borrower shall duly and punctually comply with all the terms
and conditions and its obligations set out in the Facility
Documents and all Applicable Laws, and shall perform all
necessary actions or refrain from acting in order to enable it to
fulfil its obligations under the Facility Documents and all
Applicable Laws, respectively.
9.3 Residence and address
9.3.1 The Borrower shall not leave India for employment purpose or
for extended periods unless it has fully repaid the Outstanding in
full to the Lender.
9.3.2 The Borrower shall notify the Lender in writing of any change in
the Borrower’s notice details and particulars, if any. Without
prejudice to the foregoing, the Borrower shall inform the Lender
of any changes to its residential status and/or any restrictions
that have been or are imposed upon the Borrower with regard to
the Facility.
9.4 Borrower’s Bank Account
The Borrower shall not (i) close or issue any instructions for the
closure of the Borrower’s Bank Account(s) without the prior
written consent of the Lender, or (ii) commit or omit to do any
act, agreement or thing which may entitle its bank to close or
suspend the Borrower’s Bank Account(s).
9.5 Utilisation and Repayment
9.5.1 The Borrower shall only use the proceeds of the Facility for the
Purpose set out in the MITCs and shall not use the proceeds for
any unlawful or anti-social purposes or in any manner that could
result in a breach of any Applicable Law.
9.5.2 The Borrower shall ensure that all payments made by the
Borrower to the Lender are in compliance with all Applicable
Laws and in particular, such payments are not subject to any
clawbacks on account of preference, undervalue or any similar
grounds under the Provincial Insolvency Act, 1920 or the
Presidency-Towns Insolvency Act, 1909 or the Insolvency and
Bankruptcy Code, 2016 or any other analogous law or
regulation.
9.6 Further Assurances
The Borrower shall do all such things and execute all such
instruments, documents, forms, instructions and writings as the
Lender may require from time to time for securing the due
repayment of, or otherwise in connection with, the Facility.
9.7 Anti-Financial Crime Law Confirmation
The Borrower shall (i) comply with all Anti-Financial Crime Laws
during the continuance of this Facility; (ii) not undertake any act
which may be deemed as money laundering under any
Applicable Law (including the Anti-Financial Crime Laws); (iii)
not enter into any agreement with any Sanctioned Person.
9.8 Information Covenants
9.8.1 The Borrower shall promptly inform the Lender of any material
deterioration in its net worth from time to time and of any
material loss or damage which it may suffer due to any event,
circumstances or act of God.
9.8.2 The Borrower shall promptly inform the Lender of the
circumstances and conditions which are reasonably likely to
have a Material Adverse Effect on the performance of its
obligations under the Facility Documents, with an explanation of
the reasons therefor.
9.8.3 The Borrower shall promptly provide notice to the Lender of the
occurrence of any event which it becomes aware of and which
might adversely affect its ability to perform its obligations under
the Facility Documents and/or the enforceability of the Facility
Documents and/or the rights and remedies available to the
Lender under the Facility Documents or otherwise.
9.8.4 The Borrower shall promptly provide notice to the Lender of any
legal or other proceedings initiated or threatened or meeting
9
convened, proposed or held or any other steps taken or
proposed for its bankruptcy or insolvency.
9.8.5 The Borrower shall promptly inform the Lender of the
occurrence of any event which is likely to render any of the
representations and warranties as set out in the Facility
Documents untrue, inaccurate or invalid.
9.8.6 The Borrower shall promptly notify the Lender if it has been
identified as a wilful defaulter by any scheduled commercial
bank, financial institution, the RBI or any other Governmental
Authority.
9.8.7 The Borrower shall promptly inform the Lender of the
occurrence of any Potential Event of Default or Event of Default
and of the steps being taken to remedy the same by the
Borrower and, from time to time, if so requested by the Lender,
the Borrower shall confirm to the Lender in writing that save as
otherwise stated in such confirmation, no Potential Event of
Default or Event of Default has occurred and/or is continuing
and/or is anticipated.
9.8.8 The Borrower shall promptly inform the Lender in case any
demand or default notice under any Applicable Law and/or any
agreement or contract applicable to the Borrower has been
issued to the Borrower.
9.8.9 The Borrower shall promptly inform the Lender in the event of
any material change in any information provided by the
Borrower to the Lender in connection with the Facility.
9.8.10 The Borrower shall immediately notify the Lender, in writing, of
any circumstance which may affect the correctness of any
information or particulars provided by the Borrower in the
Application Form and/or any other Facility Documents, on the
happening or occurrence of such circumstance.
9.8.11 The Borrower shall upon the request of the Lender, furnish to
the Lender all such details and evidence as the Lender may
require concerning the Facility or the Facility Documents or
utilisation of amounts under the Facility including all information
and assistance that the Lender may require for completion of
the necessary KYC checks under Applicable Law or pursuant to
the internal policies of the Lender.
9.8.12 The Borrower shall promptly furnish such other information to
the Lender or any third party acting on the instructions of the
Lender, as may be deemed appropriate by them from time to
time.
10 EVENTS OF DEFAULT AND TERMINATION
10.1 Each of the events or circumstances set out in this Clause 10 is
an Event of Default:
10.1.1 Failure to Pay
The Borrower does not pay to the Lender on the relevant Due
Date, any amount payable by it pursuant to the Facility
Documents (including, without limitation, any Instalment, Late
Payment Charges or Charges) strictly in the manner in which it
is expressed to be payable under the Facility Documents.
10.1.2 Breach of Obligations
The Borrower breaches any covenant, undertaking or obligation or
does not comply with any provision of the Facility Documents
(other than those referred to in a payment default under the
Facility Documents).
10.1.3 Misrepresentation
 Any representation, warranty or statement made by the
Borrower in the Facility Documents and/or in any document
delivered by or on behalf of the Borrower under or in connection
with the Facility is or proves to have been incorrect or
misleading in any respect when made or deemed to be made.
10.1.4 Cross Default
(i) Any indebtedness of the Borrower is not paid when due nor
within any originally applicable grace period.
(ii) Any indebtedness of the Borrower is declared to be or
otherwise becomes due and payable or any creditor
becomes entitled to declare any indebtedness of the
Borrower due and payable, prior to its specified maturity or
as a result of an event of default or termination event (in
either case, however described).
10.1.5 Insolvency and Insolvency Proceedings
(i) The Borrower ceases to be solvent or is unable to or
deemed by law to be unable to or admits its inability to, pay
its debts as they fall due, suspends making payments on
any of its debts or, by reason of actual financial difficulties,
commences negotiations with one or more of its creditors
with a view to rescheduling any of its indebtedness.
(ii) The value of the assets of the Borrower is less than its
liabilities (taking into account contingent and prospective
liabilities).
(iii) Any action, legal proceedings or other procedure or step is
taken in relation to (a) the suspension of payments or a
moratorium of any indebtedness of the Borrower, (b) the
initiation of an insolvency process or a fresh start process
under Applicable Laws, (c) a composition, compromise,
assignment or arrangement with any creditor of the
Borrower, (d) the appointment of a liquidator, insolvency
resolution professional, receiver, administrative receiver,
administrator, compulsory manager, provisional supervisor
or other similar officer in respect of the Borrower or any of
its assets, (e) enforcement of any security over any assets
of the Borrower, or any analogous procedure or step is
taken in any jurisdiction.
10.1.6 Judgement, creditors process
(i) The Borrower fails to comply with or pay any sum due from
it under any judgment or any order made or given by a court
of competent jurisdiction.
(ii) Any attachment, sequestration, distress or execution affects
any asset or assets of the Borrower.
10.1.7 Material Adverse Effect
Any event or circumstance occurs or might in the opinion of the
Lender be expected to occur (including any political, financial or
economic condition in or in respect of India or any other
country), which in the opinion of the Lender could have (i) a
Material Adverse Effect, or (ii) an adverse effect on the validity
or enforceability of, or the effectiveness of the rights or remedies
of the Lender under, the Facility Documents.
10.1.8 Material Litigation
Any legal proceedings, suit or action of any kind whatsoever
(whether criminal or civil) is instituted or pending against the
Borrower, whether in India or elsewhere, and the Lender is of
the opinion that it will or could have (i) a Material Adverse Effect,
or (ii) an adverse effect on the Borrower’s ability to perform and
comply with its obligations under the Facility Documents.
10
10.1.9 Unlawfulness
(i) It is or will become unlawful for the Borrower or the Lender
to perform or comply with any of their respective obligations
under the Facility Documents.
(ii) Any obligation of the Borrower under the Facility Documents
is not or ceases to be legal, valid, binding or enforceable.
10.1.10 Repudiation
The Borrower rescinds or purports to rescind or repudiates or
purports to repudiate the Facility Documents or evidences an
intention to rescind or repudiate the Facility Documents.
10.1.11 Fraud
The Borrower acts fraudulently or dishonestly.
10.1.12 Legal proceeding
The Borrower is convicted of a crime or legal proceedings to
recover debts or any criminal proceedings are commenced
against the Borrower.
10.1.13 Utilization
The Borrower uses any Facility for any purpose other than the
Purpose or in any manner that breaches or violates Applicable
Law.
10.1.14 Facility Documents
The Facility Documents are not (once entered into), or ceases to
be, in full force and effect.
10.1.15 Other Events
(i) The Borrower (a) dies, becomes of unsound mind or is
placed under custody, or (b) changes its residential status
such that the Borrower ceases to be a person resident in
India as defined under the Foreign Exchange Management
Act, 1999.
(ii) Any Applicable Law, or any change in any Applicable Law,
does or purports to vary, suspend, terminate, or excuse
performance by the Borrower of any of its obligations under
the Facility Documents.
(iii) There exists any circumstance which in the sole opinion of
the Lender jeopardizes the Lender’s interest in relation to
the Facility.
11 CONSEQUENCES OF AN EVENT OF DEFAULT
Upon occurrence of an Event of Default, the Lender may
exercise any or all of the following rights in its sole discretion:
11.1 declare the Outstandings to be immediately due and payable,
whereupon they shall be immediately due and payable without
presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived, notwithstanding
anything contained herein to the contrary;
11.2 cancel and terminate the Lender’s obligations under the Facility,
whereupon they shall immediately stand cancelled and
terminated;
11.3 levy Late Payment Charges;
11.4 cancel any undrawn portion of the Eligibility Limit whereupon it
shall immediately be cancelled;
11.5 utilize the Payment Instructions, if any, towards repayment of
the Outstandings;
11.6 initiate legal proceedings, including without limitation, under
Section 138 of the Negotiable Instruments Act, 1881;
11.7 publish a public notice, including with the national newspapers,
local magazines and social media sites declaring the occurrence
13
of an Event of Default and publishing the name and photograph
of the Borrower;
11.8 refuse to disburse any further amounts under the Facility or any
other facility availed by the Borrower from the Lender or its
Affiliates;
11.9 disclose details of the Event(s) of Default to CIBIL and/ or any
other agency authorized in this behalf by RBI or any other
authority;
11.10 stipulate such other conditions or amend any terms of the
Facility Documents as the Lender considers necessary; and/or
11.11 exercise such other rights and remedies as are available to the
Lender under Applicable Law in such manner that the Lender
may deem fit.
The above rights are cumulative rights and not to the exclusion
of each other or any other right of the Lender. The Lender shall
14
be entitled to enforce all or some of the rights above as it so
desires.
12 LENDER’S RIGHT TO DISCONTINUE AND TERMINATION
12.1 Discontinuation
provisions relating to enforcement, governing law, and
confidentiality shall survive termination of the Facility
Documents by the Lender.
SET-OFF
The Borrower agrees and confirms that the Lender shall be
entitled in its sole discretion (but no obliged to), without prior
notice to the Borrower and without in any way affecting the
Facility Documents, to (i) set-off any obligation due from the
Lender under the Facility Documents against any obligation
owed by the Lender to the Borrower (whether or not matured),
regardless of the place of payment or booking branch; and (ii)
appropriate any payments as made by the Borrower under or
pursuant to the Facility Documents towards any other
indebtedness or monies due to the Lender, and such
appropriation shall be final and binding upon the Borrower who
shall continue to remain liable to the Lender for payment of dues
under the Facility Documents in respect of which such sums of
money were so paid but were appropriated in accordance with
the foregoing.
APPLICATION OF MONIES
Notwithstanding any of the provisions of the Applicable Law, or
any terms and conditions to the contrary contained in the Facility
Documents, any payment by the Borrower shall, unless
otherwise agreed to by the Lender in writing be appropriated in
the following manner:

The Lender reserves the right at its sole discretion to
discontinue the Facility (i) upon giving 10 (ten) Business Days
written notice by electronic form; (ii) if the Lender determines
that there have been no transactions conducted by the Borrower
for an extended period, the duration of such period to be
determined by the Lender from time to time in its sole discretion;
or (iii) where the Lender is unable to apply or adhere to
appropriate client due diligence measures (i.e. the Lender is
unable to verify the identity and/or obtain documents required
due to non-cooperation of the Borrower or the data/information
furnished to the Lender is not reliable or for any other reason).
12.2 Termination
Notwithstanding anything to the contrary in the Facility
Documents, the Facility Documents may also be terminated (i)
by mutual consent of the Parties; (ii) upon suspension or
cancellation of the registration of the Lender (if any); or (iii) upon
bankruptcy, insolvency, winding-up or liquidation of the Lender.
12.3 Rights
12.3.1 The rights of the Lender under Clause 11 (Consequences of an
Event of Default) shall also be available to the Lender mutatis
mutandis in the event of the Lender’s decision to discontinue the
Facility including in the event of any cancellation or termination
of the Facility pursuant to the Clause 4 (Uncommitted Facility;
Availability). Upon any termination, cancellation or
discontinuation of the Facility, the Borrower shall procure the
release and discharge of the Lender from all contingent and/or
unmatured liabilities owing, sustained or incurred by the Lender
pursuant to the utilisation by the Borrower of the Facility.
12.3.2 The termination of the Facility shall not affect the validity of the
Facility Documents and any of the rights, liabilities and
obligations of either Party which arose prior to termination (other
than the liabilities and obligations of the Lender which, for the
avoidance of doubt, shall stand discharged). All provisions in the
Facility Documents in connection with clawbacks, indemnities,
limitation of liability, disclosure of information, tax, and the
14.1 firstly, towards Charges (including Late Payment Charges) due
and payable to the Lender;
14.2 secondly, towards any prepayment charges and fees;
14.3 thirdly, towards Late Payment Charges, if any and/or other
claims (including indemnities and costs and expenses) made by
the Lender against the Borrower, if any;
14.4 fourthly, towards Interest due and payable and/or accruing due
and payable to the Lender;
14.5 fifthly, towards Interest tax (if applicable);
14.6 finally, towards payment/ repayment of the Instalments or
principal amounts currently due and payable or becoming due
and payable to the Lender,
provided, however that, the Lender reserves the right to
appropriate the monies received in any other manner as it may
deem appropriate in its sole and absolute discretion.
15 DISCLOSURE AND USE OF BORROWER INFORMATION
15.1 The Borrower authorizes and permits the Lender and any of its
officers, directors or representatives to disclose any information
with respect to the Borrower (including sensitive personal
information) and/or the Borrower’s financial condition, the
Facility and/or the Facility Documents and/or any other
agreement(s) between the Lender and the Borrower and/or any
data obtained by the Lender about the Borrower from any credit
information agencies, any third party or from available sources
(all borrower information and such other information,
collectively, the “Borrower Information”) as the Lender shall
consider appropriate for any such purposes as the Lender may
think fit to:
15.1.1 the head office and any branches, subsidiaries or associated or
affiliated companies of the Lender, whether located in India or
abroad;

11
15.1.2 employees, consultants, auditors and advisors of the Lender, the Facility; (j) for market research in the products and services
provided that such persons are bound by similar confidentiality which the Lender and its Affiliates offer to third parties; (k) for
obligations; carrying out day-to-day operation in relation to the Facility
(including, but not limited to, for verifying, authenticating and
15.1.3 any other person (whether in India or elsewhere) (i) with which
authorising the use of the Facility, for processing payments in
the Lender may enter into any transfer, assignment,
relation to the Facility) and for ensuring ongoing credit
participation or other agreement in connection with the Facility;
worthiness of the Borrower; (l) for determining the amount of
(ii) with (or through) whom the Lender enters into (or may
indebtedness owed by the Borrower to the Lender; (m) for
potentially enter into) any transaction in connection with the
commencing, defending or otherwise participating in any legal or
purchase or sale of any credit insurance or any other contractual
administrative proceedings or inquiry before any court, tribunal
protection or hedging with respect to the Borrower’s obligations
or competent authority; (n) for protecting the business of the
under the Facility; (iii) with whom the Lender enters into (or may
Lender and for compliance by the Lender with Applicable Law
potentially enter into) any contractual or other arrangement in
and other obligations of the Lender; (o) for any purposes in
relation to the Facility (including, without limitation, any third
connection with any claims made by or against or otherwise
party service providers and merchants); (iv) who acts as the
involving the Borrower or other third party in respect of any
authorized financial institutions and banking partners for the
Facility provided by the Lender including to make, defend,
Lender; (v) to whom the Lender out-sources the performance of
analyse, investigate, process, assess, determine or respond to
operational functions of the Lender (including, without limitation,
such claims, and whether such claims are before a court,
the Lender’s printer or Lender’s other agents for the purposes of
arbitral tribunal, other competent authority or otherwise; (p) for
dispatch or for sending out newsletters, reports or any other
performing any functions and activities related to the Facility
correspondence to the Borrower from time to time); (vi) which
including to audit, report (including analyses and materials and
the Lender appoints as its agent or to whom Lender delegates
information generally in relation to investments and markets)
any of its duties, functions or obligations under the Facility
and carry out general servicing and maintenance of online and
Documents; (vii) pursuant to the procuring or management of
other services, undertake risk assessment and analysis; (q) to
data relating to the Facility; (viii) to whom (including, without
generate variables, affluence and reliability scores of the
limitation, all Governmental Authorities) such disclosure is
Borrower, (r) for complying with the terms and conditions of any
required by Applicable Law; (ix) to any information utility under
transaction entered into by the Borrower and for maintaining
the Insolvency and Bankruptcy Code, 2016; (x) as necessary in
relationship with the Borrower; and (s) any purpose directly or
order for the Lender to fully and validly effect, manage,
indirectly related to any of the above.
administer and/or enforce the Facility requested or authorized
by the Borrower; (xi) who provide introducing services to the 15.4 The Lender also intends to use the Borrower Information to
Lender or to whom the Lender provides introductions or contact the Borrower in connection with the offer, advertisement
referrals; (xii) with (or through) whom the Lender enters into any or promotion of financing services and products and other
transaction as counter party, or who is the issuer, vendor, subjects, whether provided by the Lender, its Affiliates, group
purchaser or any agent thereof; (xiii) to whom such disclosure is companies, business partners or any other third party (so called
considered by the Lender to be in Lender’s interests; (xiv) in “marketing activities”). In this connection, the Borrower
connection with any legal, arbitration or regulatory proceedings acknowledges and agrees that the name, contact details,
or procedure; (xv) with which the Lender proposes to merge with products and services portfolio information, transaction pattern
or acquire or be acquired by; (xvi) where such Borrower and behaviour, financial background and demographic data of
Information is or becomes generally available to the public other the Borrower held by the Lender from time to time may be used
than as a result of disclosure by or at the direction of the Lender by the Lender in marketing activities.
or any of its representatives in violation of any agreement
15.5 The Lender may also disclose Borrower Information to CIBIL
entered into between the Lender and the Borrower and provided
and/or any other agency authorized in this behalf by RBI or any
that the Lender does not know that such source is bound by a
other authority. The Borrower understands that as a pre-
confidentiality agreement with, or obligation of secrecy to the
condition to the grant of the Facility, the Lender requires the
Borrower; and/or (xvii) where such Borrower Information was
Borrower’s Consent for the disclosure by the Lender of,
already in the lawful possession of the Lender or independently
information and data relating to the Borrower, the Facility
generated by the Lender, and was not acquired, directly or
availed of or to be availed by the Borrower, the obligations
indirectly, from the Borrower or any other source obligated to the
assumed or to be assumed, by the Borrower, in relation thereto
Borrower, to keep such information confidential provided that
and default, if any, committed by the Borrower, in discharge
Lender does not know that such source is bound by a
thereof.
confidentiality agreement with, or obligation of secrecy to the
Borrower. 15.6 In this regard, the Borrower hereby agrees and gives its
Consent to the disclosure by the Lender of all or any such: (a)
15.2 Without prejudice to the foregoing, the Borrower consents to the
information and data relating to the Borrower, (b) the information
Lender making disclosure to any person to whom any fees,
or data relating to the Borrower’s obligations under the Facility
commissions or other amounts may be payable, for the purpose
granted/to be granted by the Lender, (c) default, if any,
of determining the quantum of such fees, commissions or other
committed by the Borrower, as the Lender may deem
amounts.
appropriate and necessary, to disclose and furnish to CIBIL and/
15.3 The Borrower irrevocably and unconditionally agrees and or any other agency authorized in this behalf by RBI or any
acknowledges that the Lender may use the Borrower other authority. The Borrower declares that all information
Information (a) for statistical analysis; (b) to develop/ introduce furnished by it to the Lender is true and correct.
and improve products/ services; (c) to update records; (d) to
15.7 In this regard, CIBIL and/or any other agency so authorised may
identify which products/ services might interest the Borrower; (e)
use and process such information and data disclosed by the
to assess lending and insurance risks; (f) to arrange, underwrite,
Lender, in any manner that it may deem fit. If the Borrower
administer and handle claims; (g) to identify, prevent, detect or
defaults in its obligations under the Facility Documents, then the
tackle fraud, money laundering and other crime; (h) to carry out
Lender and/or the RBI will have an unqualified right to disclose
regulatory checks; (i) for keeping the Borrower informed about

12
 or publish the details of such default and the name of the
Borrower as the case may be, as defaulters, in such manner
and through such medium as the Lender or the RBI thinks fit.
CIBIL and any other agency so authorized may furnish for
consideration, the processed information and data or products
thereof prepared by them, to banks/financial institutions and
other credit grantors or registered users, as may be specified by
the RBI in this behalf.
15.8 The Borrower understands that in accordance with the
Securities and Exchange Board of India KYC (Know Your
Client) Registration Agency Regulations, 2011, the Reserve
Bank of India (Know Your Customer (KYC)) Directions, 2016,
the Prevention of Money Laundering Act, 2002, the Insolvency
and Bankruptcy Code, 2016 and rules notified thereunder and
any other Applicable Laws, the Lender may be required to
upload information and data relating to the Borrower on the
system of KYC Registration Agency, Central KYC Registry,
information utilities and/or such other agencies/bodies (“KYC
Agencies”) as may be notified by Governmental Authorities
from time to time (including but not limited to the Securities and
Exchange Board of India, the RBI, Financial Intelligence Unit of
India). Accordingly, the Borrower agrees and gives Consent to
disclose and provide such information to the KYC Agencies.
15.9 The Borrower acknowledges, agrees and confirms that the KYC
Agencies and any other agency so authorised may use and
process the information and data disclosed by the Lender in the
manner prescribed by a Governmental Authority from time to
time; and the processed information and data or services
thereof prepared by them, may be disclosed to such
intermediaries as specified by the Governmental Authority from
time to time.
15.10 The Borrower acknowledges that it has the option of not
providing the Borrower Information or withdrawing the Consents
provided hereinabove. However, in these circumstances, the
Borrower acknowledges that the Lender shall have the right not
to provide, or discontinue providing, the Facility to the Borrower.
The Borrower also agrees that any withdrawal of the Consents
as provided by the Borrower above shall not be effective and
operational unless communicated by the Borrower to the Lender
in writing in accordance with the terms of the Facility Documents
and with at least 15 Business Days’ prior notice.
15.11 The Borrower accepts and acknowledges that the Lender may
disclose the Borrower Information to any Governmental
Authorities notwithstanding that the recipient’s place of business
is outside India or that such information following disclosure will
be collected, held, processed or used by such recipient in whole
or in part outside India where there may not be in place data
protection and confidentiality laws which are substantially similar
to, or serve the same purpose as, the data laws and banking
confidentiality in India. This means that, to the extent permitted
by Applicable Laws, the information may not be protected to the
same or similar level as in India.
15.12 The Borrower accepts and acknowledges that the Lender is not
under an obligation to delete or erase any Borrower Information,
whether specifically requested for by the Borrower or not, at any
time during the term of the Facility or after the occurrence of
Termination Date and the Borrower hereby unconditionally and
irrevocably waives any such right available to it under Applicable
Laws.
15.13 The Lender hereby undertakes that the Borrower Information
shall be used or disclosed for the purposes set out in the Facility
Documents and as set out in the privacy policy of the Lender.
13
15.14 This Clause is in addition to any previous or future confidentiality
undertaking given or that may be given by the Borrower in
connection with the Facility Documents or otherwise prior to it
becoming or after it becomes a Party, as the case may be.
16 TAX
16.1 Without in any way prejudicing or reducing the Lender’s rights or
the Borrower’s obligations under the Facility Documents, the
Borrower hereby agrees that all payments to the Lender shall be
made in full without any counter-claim, set-off, deduction or
withholding whatsoever unless otherwise required under
Applicable Law. If the Borrower is required by Applicable Law to
make any deduction or withholding from any such sum on
account of Tax (except a Tax deduction at source under the
Income Tax Act, 1961) the sum payable shall be increased by
such amount as may be necessary so that after making such
required deduction or withholding, the Lender receives, on the
Due Date for payment of such sum, a net amount equal to the
sum the Lender would have received had no such deduction or
withholding been required to be made.
16.2 If Tax is required to be deducted at source pursuant to the
Income Tax Act, 1961, the Borrower shall deposit the Tax
deducted at source with the relevant income-tax authority within
7 (seven) Business Days from the Tax deduction at source
payment date (“TDS Deposit Date”) and provide to the Lender
a copy of the challan or such certificate evidencing the deposit
of such Tax within 7 (seven) Business Days from the TDS
Deposit Date.
16.3 The Borrower shall provide to the Lender a certificate in the form
prescribed under the Income Tax Act, 1961 regarding the Tax
deducted at source within 30 (thirty) Business Days from the last
day of submission of the return submitted in relation to the Tax
deducted at source with the relevant income tax authority.
16.4 The Borrower shall pay to the Lender on demand any goods
and service tax which is payable or deemed payable as a
consequence of any supply made or deemed to be made or
other matter or thing done under or in connection with the
Facility Documents by the Lender, together with any fine,
penalty or interest payable because of a default of the Borrower.
The amount paid by the Borrower to the Lender on account of
goods and service tax must be sufficient to ensure that the
economic benefit to the Lender of the Facility remains the same
whether goods and service tax applies or not. The Borrower
shall pay any amount it is required to pay under this Clause 16.4
in full and without any deduction and/or withholding,
notwithstanding any entitlement that the Borrower may have to a
credit or offset amount from the Lender.
17 INDEMNITY
17.1 The Borrower hereby indemnifies and agrees to indemnify and
hold harmless the Lender and its Affiliates and all of their
respective directors, officers, servants, employees,
correspondents, nominees and agents (present, future and past)
(“Indemnified Parties”) from and against any and all losses
(direct or consequential), claims, demands, actions, suits,
proceedings, orders, damages, costs and expenses (including
all duties, taxes and other levies, interest, service charges and
legal costs on a full indemnity basis) and any and all other
liabilities of whatsoever nature or description howsoever arising
(“Losses”), which the Indemnified Parties may incur or sustain
from or by reason of:
17.1.1 breach by the Borrower of any of its obligations, representations
and warranties under the Facility Documents or any document
executed pursuant to the Facility Documents or as a result of
 any person exercising, or not exercising, rights under the Facility
Documents;
17.1.2 instructions given to the Indemnified Parties by the Borrower or
as a result of any information produced or approved by the
Borrower being or being alleged to be misleading and/or
deceptive in any respect or any misrepresentation by the
Borrower;
17.1.3 any change in any existing Applicable Law, regulation or official
directive relating to the Facility or any related transaction;
17.1.4 any enquiry, investigation, subpoena (or similar order) or
litigation with respect to the Borrower or with respect to the
transactions contemplated or financed under the Facility
Documents;
17.1.5 the Lender enforcing or attempting to enforce any rights it may
have against the Borrower pursuant to the Facility Documents;
17.1.6 any action undertaken by the Indemnified Parties pursuant to
any Electronic Instruction issued by the Borrower in accordance
with Clause 18 (Communication and Instructions);
17.1.7 failure by the Borrower to pay costs and expenses as per
Clause 7 (Costs and Expenses) above; or
17.1.8 the occurrence of any Event of Default.
17.2 In no event shall the Indemnified Parties be liable for any
Losses including, but not limited to, losses due to improper or
unauthorized use of the passwords, login information, data,
onetime passwords etc. or through any electronic mode, Losses
due to fraudulent emails or phone calls by any person falsely
pretending to be an employee/representative/agent of the
Lender and Losses due to any delay or inability to use the
Indemnified Parties website/application or services provided by
any electronic mode.
17.3 Each of the indemnities in the Facility Documents constitute a
separate and independent obligation from the other obligations
of the Borrower under any of the Facility Documents or
otherwise and shall give rise to a separate and independent
cause of action, apply irrespective of any indulgence granted by
the Lender and continue in full force and effect despite any
judgment, order, claim or proof for a liquidated amount in
respect of any sum due hereunder or under any judgment or
order.
18 COMMUNICATION AND INSTRUCTIONS
18.1 Unless agreed upon in writing or required otherwise by
Applicable Law, the Lender is authorised (but is not obliged) to
rely upon and act in accordance with any instructions from the
Borrower which may from time to time be:
18.1.1 purport to be given by way or response to any dash board
notification on the Online Account (each a “Dashboard
Instruction”);
18.1.2 transmitted by e-mail sent from any of the Borrower’s e-mail
addresses as specified in the Facility Documents or the last e-
mail address supplied by the Borrower to the Lender (if any) (the
“Borrower’s Specified E-mail Address”) on any of Lender’s e-
mail address(es) as specified in the Facility Documents, or such
other e-mail address(es) as the Lender may from time to time
specify by giving notice to the Borrower via e-mail or otherwise
(the “Lender’s Specified E-mail Address”), (each an “E-mail
Instruction”, together with Dashboard Instruction, “Electronic
Instruction”); or
14
18.1.3 issued in any other manner as may be agreed between the
Borrower and the Lender from time to time.
18.2 The Lender may ask the Borrower to confirm any Electronic
Instruction in writing and the same should be confirmed by
Borrower as soon as possible in order for Lender to avoid any
delay. Without prejudice, any instruction given or purported to
be given or received from Borrower shall be deemed to be given
with Borrower’s full authority and approval. The Borrower is
solely responsible for ensuring the accuracy and completeness
of all instructions (including Electronic Instructions). The
Borrower accepts (i) full responsibility and liability for all
consequences of any fraudulent, forged or unauthorised orders
and instructions, and (ii) that the Lender shall not be liable for
any loss that the Borrower may suffer if the Lender acts on
instructions that the Lender believes are from Borrower.
18.3 The Borrower acknowledges that all Electronic Instructions
given (and the records of the Lender of those instructions) have
the same effect as original documents in writing. The Borrower
irrevocably and unconditionally waives the right to challenge
their validity, admissibility or enforceability on the basis that they
are in electronic form.
18.4 Without prejudice to the terms of this Clause 18, the Lender may
refuse to act on any instruction from the Borrower if (i) it involves
a breach of policy of the Lender; (ii) it may cause the Lender to
break any Applicable Law, regulation, code, requirement of any
authority or other duty that applies to Lender; (iii) the Lender
genuinely believes or suspects that the instruction is
unauthorised; (iv) the instruction is not sufficiently clear; or (v)
any other event or circumstance occurs or subsists that causes
the Lender to consider that the Lender should not or cannot act
on such instruction.
19 SIGNATURES
19.1 The Parties agree that the Facility Documents will be entered
into and executed by way of any of the following: (i) clicking the
accept/agree button, (ii) electronic signature, (iii) Aadhar
signature, (iv) one-time-password verification, (v) exchange of
email or messages (including sms and WhatsApp), or (vi) any
other mode of execution acceptable to the Lender as
communicated to the Borrower, from time to time.
19.2 The Borrower agrees that any instructions, communications and
documents digitally or electronically executed, signed or issued
will have the same validity, admissibility and enforceability as if
signed physically by the Borrower.
19.3 The Lender does not and will not accept any liability in any case
where it fails to notice a falsification, forgery or other defect in
any Electronic Instruction, authentication or legal capacity.
20 CONFIDENTIALITY
20.1 The Borrower shall, except to the extent required under
Applicable Law, maintain complete confidentiality about the
matters concerning the Facility Documents.
20.2 The Borrower acknowledges that, pursuant to the Facility
Documents or any transactions contemplated herein, the Lender
will be in receipt of sensitive client information from time to time.
For the protection of such sensitive client information from
unauthorised access, use, modification, damage, disclosure or
impairment, the Lender has implemented information security
practices and standards and has in place comprehensively
documented information security programmes and policies
containing managerial, technical, operational and physical
security measures that are in compliance with the IT Data
 Privacy Regulations. The Borrower acknowledges and confirms
that the Lender’s security practices and procedures are
adequate and reasonable and are designed to protect client
information provided by or on behalf of it to the Lender.
20.3 The Borrower acknowledges that the consents provided by the
Borrower in relation to the Borrower Information under Clause
15 (Disclosure and Use of Borrower Information) shall be in
addition to, and not in derogation of, the privacy policies of the
Lender available at https://lazypay.in/privacy-policy.
20.4 The Borrower also acknowledges that as the security practices
and procedures of the Lender are consistently evolving and
shall continue to so evolve (including for the purposes of
complying with any changes or amendments to the IT Data
Privacy Regulations), the Lender shall have the right to change
or replace the security practices and procedures from time to
time at its sole discretion.
20.5 The Facility Documents does not, and shall not be deemed to
constitute, an express or implied agreement by the Lender with
the Borrower for a higher degree of confidentiality than that
prescribed under the Applicable Laws of India. The rights
conferred on the Lender in this Clause 20 shall be in addition to
and shall not be in any way prejudiced or affected by any other
agreement, expressed or implied, between the Lender and the
Borrower in relation to any client information and sensitive client
information nor shall any such other agreement be in any way
prejudiced and/or affected by this Clause 20.
21 STATEMENTS AND RECORDS
21.1 The Lender may issue to the Borrower, transaction advices,
statements of account and any other statements (collectively,
“Statements”) in relation to the Facility at such intervals as the
Lender decides, or in accordance with Applicable Laws. The
Lender will send all Statements in electronic form. Once the
Statement has been dispatched to the Borrower, the Lender will
not be responsible for the risk of receipt of such information by
any persons other than the Borrower or for any breach of the
Lender’s duty of confidentiality to the Borrower.
21.2 Any Statement furnished by the Lender regarding the balance
amount due and payable by the Borrower under the Facility
Documents shall be accepted by and be binding on the
Borrower and shall be conclusive proof of the correctness of the
amount mentioned therein. Without prejudice to what is stated
above, if the Borrower desires to question any statement or any
part thereof, the Borrower shall furnish to the Lender full details
of the same within 15 (fifteen) days of the receipt of the
Statement by the Borrower and the Lender may consider the
same. The Borrower shall not be entitled to object to the
relevant Statement after the expiry of the aforesaid period on
any ground whatsoever. Notwithstanding what is stated above,
any objection to the Statement by the Borrower shall not relieve
the Borrower of its obligation to make payments due and
payable to the Lender in accordance with terms of the Facility
Documents.
21.3 The date which appears on the transaction record may vary
from the date that appears on Borrower’s Statement. This is
because transactions completed on non-banking days and after
“cut-off’ time on banking days may be held over to be processed
on the next banking day.
21.4 The Lender may cancel, reverse or debit any payment the
Lender makes under the Facility Documents (including any
interest paid) and make any corresponding adjustments to an
account (i) to correct a mistake; (ii) where the Lender has not
received cleared and unconditional funds in full or promptly; (iii)
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where the Lender is required to return the funds to the relevant
payer or drawer; or (iv) where the Lender has reasonable
grounds for doing so.
21.5 The Borrower acknowledges that the Lender may destroy, erase
or otherwise cease to maintain any records (whether in paper,
electronic data or other form) as the Lender may consider
appropriate after such time as permitted by Applicable Law.
However, the Borrower acknowledges and agrees that, subject
to Applicable Laws, it shall have no right to require the Lender to
delete or erase any such record and the Borrower hereby
unconditionally and irrevocably waives any such right available
to it under Applicable Laws.
22 ASSIGNMENT
22.1 The Borrower is not entitled to and shall not assign or transfer
any of the rights under the Facility Documents to any person.
22.2 The Lender shall be entitled to grant, transfer, novate or assign
any or all of its rights, benefits, obligations, duties and liabilities
under the Facility Documents including the rights to receive
Instalments and loan balance by way of sale, transfer,
securitization or otherwise to any person or entity. The Borrower
acknowledges and agrees to any such grant, transfer, novation
or assignment and agrees that this clause constitutes notice to,
and consent by, it in this regard. In the event of such grant,
transfer, novation or assignment by the Lender, the Borrower
shall continue to perform the Borrower’s obligations under the
Facility Documents to such assignee.
22.3 The provisions of the Facility Documents shall remain binding
on the Borrower notwithstanding any amalgamation, merger or
reverse merger that may be effected by the Lender with any
other company or companies and notwithstanding any
reconstruction by the Lender involving/by the formation of and
transfer of, all or any of the Lender’s assets to a new company
or an existing company and notwithstanding the sale of all or
any part of the Lender’s undertaking and assets to another
company with the intent that the undertakings and agreement
herein contained shall remain valid and effectual in all respects,
and the benefit hereof and all rights hereby conferred upon the
Lender may be assigned to and enforced by any such company
or companies as if such company or companies had been
named herein instead of the Lender and the terms and
conditions of the Facility Documents shall apply to all facilities
and other accommodation extended to the Borrower by any
amalgamated company as aforesaid or the Lender as
reconstructed or any company to which the Lender shall have
sold all the Lender’s undertaking and assets in like manner as if
such amalgamated company or the Lender as reconstructed or
such company were named herein instead of the Lender.
22.4 The Borrower undertakes to execute all such instruments or
documents and do all such acts or deeds (at the Borrower’s own
cost) as may be required by the Lender in connection with any
assignment, transfer, novation, merger or change referred to in
Clauses 22.2 and 22.3 above.
23 MISCELLANEOUS
23.1 Rights of the Lender
23.1.1 All the rights, powers and remedies under the Facility
Documents shall apply to all the Borrower’s past, present, future
and contingent obligations and liabilities owed to the Lender,
including those arising under successive transactions which
shall either continue the existing obligations and liabilities,
increase or decrease them at any time or from time to time or
create new obligations or liabilities after any or all prior
 obligations and liabilities have been satisfied, and
notwithstanding the incapacity, bankruptcy or any other event or
proceeding affecting the Borrower.
23.1.2 Each of the rights, powers and remedies of the Lender under
the Facility Documents (i) are in addition to, and not in
derogation of, other rights and remedies given by contract or by
Applicable Law independent of the Facility Documents; (ii) may
be exercised even if this involves a conflict of duty or the Lender
has a personal interest in its exercise; and (iii) is not affected by
any payment, settlement or anything which might otherwise
affect them at law.
23.1.3 No provision of this Agreement will (i) interfere with the right of
the Lender to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit; (ii) oblige the Lender to investigate or claim
any credit, relief, remission or repayment available to it or the
extent, order and manner of any claim; or (iii) oblige the Lender
to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.
23.1.4 In the event of breach of the Facility Documents by the
Borrower, the Lender will to the fullest extent permitted by
Applicable Law, and in addition to the right to be indemnified
under Clause 17 (Indemnity), be entitled to an order of specific
performance as well as damages at its sole discretion.
23.2 Agents of the Lender
The Lender, in its sole discretion, may appoint agents or third
parties for administration, document collection, and
disbursement of the Facility and/or collection purposes. In this
case, the Lender will assign in favour of such agents such rights
and duties as may be decided by the Lender including issuing
notices, collection of repayment amount, etc. The Borrower
agrees and shall cooperate with such agents in the same
manner as it would with the Lender in terms of the Facility
Documents.
23.3 Partial Invalidity
If, at any time, any provision of any Facility Document is or
becomes illegal, invalid or unenforceable in any respect under
any law of any jurisdiction, the legality, validity or enforceability
of the remaining provisions will not be affected or impaired in
any manner. In such event, the Lender shall have the right to
amend the terms of the Facility Documents such that the
commercial intent of the Facility Documents and the interests of
the Lender are protected in the same manner as originally
contemplated under the Facility Documents.
23.4 Amendments
23.4.1 The Borrower agrees and acknowledges that: (i) the Lender
shall be entitled at its sole discretion to add to, alter, vary,
supplement or modify all or any of the terms and conditions of
the GTCs and the other Facility Documents at any time; (ii) such
additions, alterations, variations, supplements or modifications
shall be effective on and from the date specified by the Lender;
and (iii) the Lender shall thereafter provide a copy of the revised
GTCs and other relevant Facility Documents to the Borrower
within a reasonable time.
23.4.2 The MITCs and each Transaction Advice may be modified in
writing by both Parties in accordance with the agreed methods
of execution and acceptance set out in Clause 19 (Signatures).
23.4.3 Without prejudice to the foregoing, availing or continuing to avail
the Facility after such additions, alterations, variations,
supplements or modifications shall also be deemed as the
Borrower’s acceptance and agreement to the same. Provided
however, if the rights and obligations of the Parties are altered
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by virtue of change in Applicable Law, such changes shall be
deemed to have been incorporated in the Facility Documents in
modification of the rights and obligations of the Parties.
23.5 Avoidance of payment and reinstatement of obligations
If as a result of bankruptcy, insolvency, winding up, liquidation or
any similar event, any payment by the Borrower is avoided,
reduced or must be restored; or any discharge or arrangement
is made in whole or in part on the basis of any payment or other
thing which is avoided, reduced or must be restored, then the
liability of the Borrower shall continue or be reinstated as if the
payment, discharge or arrangement had not occurred and the
Lender shall be entitled to recover the value or amount of that
payment from the Borrower, as if the payment, discharge or
arrangement had not occurred.
23.6 Conflict and priority
In the event of the any conflict or inconsistency between the
terms of the Facility Documents, the order of precedence shall
be as follows: (i) the relevant Transaction Advice; (ii) the
relevant Statement; (iii) the MITCs; (iv) the GTCs; and (v) the
Welcome Letter.
23.7 Counterparts
The Facility Documents may be executed in any number of
counterparts, and this has the same effect as if the signatures
on the counterparts were on a single copy of the Facility
Documents.
23.8 Relationship between the Parties
23.8.1 Each Party is acting in its capacity as principal. Nothing
contained in the Facility Documents constitute a partnership or
joint venture between the Parties in respect of the matters
concerning the Facility Documents.
23.8.2 The Lender does not provide, and the Borrower agrees and
acknowledges that the Lender has not provided, tax advice or
opinion on any transaction nor on the tax risks of any
transaction. The Borrower must obtain, at its own risk as to cost
and consequences, advice, including (where appropriate) from
an independent tax adviser, to enable the Borrower to satisfy
itself as to the tax implications of any transaction, especially
those that are tailored to the Borrower’s particular
circumstances.
24 DISCHARGE
Upon the receipt and realization of the entire amount of the
Outstanding from the Borrower to the satisfaction of the Lender,
and if no further amounts are available to be utilised by the
Borrower under the Facility Documents, each of which shall be
confirmed by the Lender, the Borrower shall be discharged of its
obligations under the Facility Documents.
25 NOTICE
25.1 Communications
Any communication to be made under or in connection with the
Facility Documents shall be made in writing and, unless
otherwise stated, shall be made by way of Electronic
Instructions. The Welcome Letter and all other Facility
Documents shall be delivered by way of Electronic Instructions
or as otherwise agreed by the Lender.
25.2 Address – Borrower
 Notices and communications to be given to the Borrower shall
be sent by way of Electronic Instructions to the details of the
Borrower as set out in the Lender’s records.
25.3 Address – Lender
Notices and communications to be given to the Lender shall be
sent to the contact details available at
https://rewards.lazypay.in/need-help/.
25.4 Any notice, approvals, instructions and other communications
for the purposes of the Facility Documents shall be deemed to
have been validly given if served on the Borrower by way of
Electronic Instructions or in person or sent by registered post or
courier to or left at the address of the Borrower existing or last
known to the Lender.
25.5 Any notice sent by (i) Electronic Instructions, shall be deemed to
have been received by the Borrower when transmitted by the
Lender; (ii) registered post or courier shall be deemed to have
been received by the Borrower within 7 (seven) days from the
time of its posting; or (iii) personal delivery, shall be deemed to
have been received by the Borrower when delivered to the
Borrower.
25.6 The Borrower further agrees that any notices to be given by the
Lender to the Borrower in relation to the Facility can be
delivered by:
25.6.1 posting such notice on the online account on LazyPay or the
website of the Borrower (“Online Account”); and/or
25.6.2 sending a text message or a WhatsApp message (“Messages”)
on the mobile number of the Borrower as provided by the
Borrower in the Application Form.
In such cases, the Borrower may also receive by electronic mail
a prompt to refer to the Online Account or the Messages.
Gurugram shall have the exclusive jurisdiction over any
dispute(s) as described above.
26.3 Consent to Enforcement
The Borrower irrevocably and generally consents in respect of
any proceedings anywhere in connection with the Facility
Documents to the giving of any relief or the issue of any process
in connection with those proceedings including, without
limitation, the making, enforcement or execution against any
assets whatsoever (irrespective of their use or intended use) of
any order or judgment which may be made or given in those
proceedings.
27 ACKNOWLEDGMENT
27.1 The Borrower acknowledges and confirms that (i) the Borrower
has carefully read and understood the terms and conditions of
each Facility Document before executing it, and (ii) the Borrower
has taken independent advice in respect of the Facility
Documents so as to fully understand the consequences and
implications of the terms of the Facility Documents.
27.2 An electronic copy of the Application Form, the MITCs, each
Transaction Advice and the GTCs shall be delivered to the
Borrower upon acceptance or execution, as the case may be.
27.3 The Borrower expressly agrees and acknowledges that the
Facility Documents are entered into in respect of a financing
transaction giving rise to a relationship of debtor and creditor as
between the Borrower and the Lender, and not in respect of any
service rendered/to be rendered by the Lender to the Borrower.
Accordingly, the provisions of the Consumer Protection Act,
2019, as amended from time to time, shall not apply to the
transaction forming the subject matter of the Facility Documents.

[] I accept the above mentioned General Terms and Conditions.

26 GOVERNING LAW AND JURISDICTION

26.1 Governing Law Accept and

continue
The Facility Documents shall be governed by the laws of India.

26.2 Jurisdiction

26.2.1 The Facility Documents shall be governed by and construed in

accordance with the laws of India. Both Parties agree that if any
dispute(s) or difference(s) shall arise between the Parties in
connection with or arising out of or relating to the Facility
Documents, the Parties shall attempt, for a period of 30 (thirty)
days from the receipt of a notice (“Disputes Notice”) from the
other Party of the existence of a dispute(s), to settle such
dispute(s) by mutual discussions. If the said dispute(s) cannot
be settled by mutual discussions within the 30 (thirty) day period
specified above, such disputes(s) shall be referred to arbitration
for final resolution in the manner provided herein.

26.2.2 The Parties shall mutually appoint a sole arbitrator within 60

(sixty) days from the date of the Disputes Notice who shall
resolve such dispute(s) in accordance with the provisions of the
Arbitration and Conciliation Act, 1996, as amended from time to
time (“Arbitration Act”).

26.2.3 In the event the Parties fail to appoint a sole arbitrator in

accordance with the procedure aforesaid and within the time
period as specified above, such sole arbitrator shall be
appointed in accordance with the provisions of the Arbitration
Act. The arbitration proceedings shall be held in English
language with the seat of the arbitration being Gurugram and
the venue of the arbitration being New Delhi. Subject to the
arbitration agreement as mentioned above, the courts at

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