Home Loans

Referral Associate Application Form

Title: / Mr. / Mrs. / Miss / M/s.

Agency Required in the Name of :

Office Address:

City: State: Pin:

Phone No: Fax No.:

Mobile No.:

E-mail :

Residential Address :

City: State: Pin:

Phone No.:

Is the house: [ ] Self Owned [ ] Rented

[ ] Others (Please specify)

No. of years at current address:

Personal Details (For Individuals)

Date of Birth:

Educational Qualifications:

Marital Status: [ ] Single [ ] Married

[ ] Others

Are you related to any of HDFC’s employees: [ ] Yes [ ] No

If Yes, Name of the Employee:

Relationship With the Employee:

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 BUSINESS DETAILS:

1. Are you a full time real estate agent /consultant?

[ ] Yes [ ] No

In case No, what’s your full time occupation?

2. Which real estate market do you mainly operate in ?

[ ] Primary Market [ ] Secondary Market [ ] Both

3. Number of years in real estate business?

Type of Firm : [ ] Proprietorship [ ] Partnership [ ] Pvt. Ltd. [ ] Public Ltd.

TYPE OF ASSOCIATE:

[ ] Real Estate Agent

[ ] Chartered Accountant

[ ] Architect

[ ] Lawyer

[ ] Developer

[ ] Self-employed financial advisor

[ ] In the business of promoting project of Developer by the name

Details of Other Agencies Held in Financial Sector

Name of the Company Business Generated in the Previous Year No. of Years of Association

Details of Bank Account

Type: [ ] Savings Account [ ] Current Account

Bank Account No.:

Bank Branch:

PAN/GIR No.:

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 *Nomination (By Individual Associate for Sourcing Fee)

Name of Nominee :

Relationship of Nominee with the Associate :

Address of Nominee :

References

1. Name:

Address:

Phone No.:(O) (R)

2. Name:

Address:

Phone No.:(O) (R)

For use by HDFC Only

KYC Documents Being Submitted :

Address Proof:

Identity Proof:

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 REFERRAL ASSOCIATE AGREEMENT
X This Referral Associate Agreement (“Agreement”) made at

on the day of by and between:

X M/s / Mr. / Ms. having its/his/her,

registered office / office at

X

hereinafter called “Referral Associate” (which expression shall unless the context otherwise requires, include its successors
and assigns) of the First Part

AND

Housing Development Finance Corporation Limited, a Company incorporated under the Companies Act, 1956 and having its
registered office at Ramon House, H T Parekh Marg, 169 Backbay Reclamation, Churchgate, Mumbai 400 020, hereinafter called
“HDFC” (which expression shall unless the context otherwise requires, include its successors and assigns) of the Other part.

HDFC and Referral Associate are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

Whereas:

(A) HDFC is a Housing Finance Company registered as a housing finance institution under the National Housing Bank Act,
1987, engaged in the business of providing finance primarily for housing loans and/ or housing loan related services to
individuals, companies and other legal entities;

(B) The Referral Associate, inter-alia is engaged in business of providing customer acquisition services i.e., referring leads
to financial institutions (including housing finance companies) for housing and non-housing loans in accordance with the
applicable law/regulations;

(C) HDFC is desirous of availing customer acquisition services i.e., services of referring prospective /potential Leads to
HDFC by the Referral Associate and the Referral Associate has agreed to provide such Services (as stated under this
Agreement and more specifically under Annexure-A) to HDFC.

(D) The Parties wish to enter into this Agreement to set forth their understanding and agreement as to their mutual rights
and obligations in respect of the Services.

NOW, THEREFORE, in consideration of the mutual promises set forth herein the Parties agree as follows:

1. Definitions

1.1. “Business” means the business of identifying and referring potential customers to HDFC by Referral Associate.
1.2. “Confidential Information” means the terms of this Agreement and with respect to a Party means any information
marked as confidential that the Party has provided to the other Party or any other information provided by a Party to the
other Party that by its nature should be considered as confidential (including but not limited to any information pertaining
to the customers of a Party, product information, business related information, strategies, plans, operational data, reports,
interpretations, forecasts, records, legal documents etc.).
1.3. “Duplicate Lead” means a Lead being referred to or connected with HDFC which already exists in HDFC’s Leads
Database.
1.4. “Gross Loan Amount” shall mean the total loan amount agreed under the home loan agreement to be entered into
between the customer and HDFC at the time of first disbursement even though the loan might be disbursed in tranches.
1.5. “HDFC’s Information” or “HDFC’s Product Information” means information provided by HDFC to the Referral
Associate including HDFC’s products and other related information.
1.6. “HDFC’s Products” shall mean financial assistance for purchase of land / house or for self-construction/extension/
renovation or for purchase of non-residential premise or loan against the property, to the Borrower offered by HDFC.
1.7. “HDFC’s Intellectual Property/ ies” means and includes any trademark, trade name, service mark or logos exclusively
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 owned by HDFC, particularly containing the letters ‘HDFC’, the HDFC logo, taglines, label, and/or combination of logo
elements and or any other mark(s) as may be used, adopted and adapted in the form and manner and on any material
such as brochures, website, any official documents, social media pages, etc. exclusively owned by HDFC and as may be
deemed appropriate by HDFC; any copyright, design, domain names, websites, social media pages, or any proprietary
rights on the database (including any database comprising of the Leads/ customers of HDFC); any information (including
but not limited HDFC’s Product Information), technical know-how or intellectual property in respect of HDFC’s Products,
and any other proprietary information that HDFC has developed, designed, and owns and /or may develop, design and
own in future, whether registered or not and whether or not known to the Referral Associate.
1.8. “Lead” means individuals who are interested in the products of HDFC and have explicitly expressed their intention and
have explicitly provided their consent in writing or through any other tangible mode to the Referral Associate for sharing
their information (such as such as name of the individual, telephone number, address of the property to be funded,
property cost, etc.) as made available by them through the Referral Associate with HDFC for being contacted by HDFC
on telecalling, emails, SMSes, WhatsApp and/ or through any other mode of communication and accordingly are referred
or connected by the Referral Associate with HDFC.
1.9. “Loans Disbursed” means the actual sum borrowed by the Lead and not the sum sanctioned.
1.10. “Net Loan Amount” shall mean the actual disbursement amount released under each tranche of loan disbursement by
HDFC to its customer.
1.11. “Connecting Fees”/ “Referral Associate’s Fees” shall mean the fees payable by HDFC to the Referral Associate in
respect of Loans Disbursed to eligible Leads. The Connecting Fees shall be as specified in Annexure-B annexed hereto.
1.12. “Sales Representative” means the person designated by HDFC to work with the Referral Associate and follow-up and
convert the leads provided by the Referral Associate into loans and have the loans disbursed.
1.13. “Scope of Service” or “Service” means, the services to be provided hereunder by the Referral Associate as described
in detail in Annexure-A annexed hereto.
1.14. “Term” shall mean the period commencing from Effective Date and shall remain valid for a period of five (5) years, unless
terminated earlier by either of the Parties as per Clause 9 - Termination.

2. Authority

The Parties herein represent and confirm that each Party is duly empowered and/or has the necessary power and taken
all necessary actions to authorize the execution and consummation of this Agreement and agrees to furnish the requisite
authorization(s) to this effect.

3. Appointment

3.1. HDFC agrees to appoint the Referral Associate as per the eligibility criterion listed in Annexure-C for the purpose of
providing customer acquisition services by referring and/ or connecting the Leads for HDFC Products independently,
and performing its obligations as stated in the Annexure-A – Scope of Services in accordance with the performance
standards as may be agreed with HDFC.
3.2. Accordingly, the Referral Associate accepts the appointment and agrees to provide Leads in accordance with the terms
and special conditions set out herein.
3.3. The Referral Associate agrees that such appointment as contemplated herein shall be the exclusive right of HDFC’s
Business Development team and upon the Referral Associate complying with the various HDFC norms as may be
prescribed from time to time.
3.4. The Referral Associate shall not sub-contract all or any part of the Services.

4. Undertaking, Duties & Obligations of the Associate

The Referral Associate hereby unconditionally agrees, acknowledges, and undertakes that the following obligations and
duties are binding and shall continue during the term of this Agreement:
4.1. It is not under any obligation or restriction or does not have any understanding or agreement with any other person
or entity, which would in any way interfere with or conflict with its obligations under this Agreement or restrict its
ability to perform its obligations under this Agreement.
4.2. It is in compliance with all applicable laws, rules, regulations and/or guidelines including those issued by the Reserve
Bank of India (“RBI”) and/ or the National Housing Bank (“NHB”) from time to time, and that are necessary for
discharging its obligations under this Agreement.
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 4.3. To refer Leads for HDFC Products to HDFC in consideration of the payment of Referral Associate’s fee as prescribed
in Annexure-B, the Referral Associate further agrees that the Referral Associate shall be entitled to Referral
Associate’s fee only in the event the Leads are directly forwarded to HDFC and such Leads are converted into
Loans Disbursed.
4.4. The Referral Associate shall only display and provide information regarding HDFC Products in the form and manner
as may be instructed by HDFC.
4.5. Further, the Referral Associate shall not display the logo, brand name, label, taglines, or tradename of HDFC on
its visiting card or any other stationary and/ or at any time release any advertisements either in the newspapers,
magazines, booklets, brochures, pamphlets, media or any other manner by using the logo, brand name, taglines,
tradename, or label of HDFC without the prior written consent of HDFC.
4.6. The Referral Associate shall not undertake any activities regarding the distribution of HDFC Products. Any measures
which may be required by the Referral Associate to increase the visibility of HDFC Products in the market shall be
taken and/or done only with the prior written approval of HDFC and shall be undertaken in the form and manner
as may be instructed by HDFC.
4.7. The Referral Associate further undertakes that the Referral Associate shall strictly adhere to the duties and
obligations as defined and envisaged under this Agreement and shall not under any circumstances and in any manner
whatsoever undertake any activities which may be construed as selling of HDFC’s Products and/or the Referral
Associate acting in the capacity of a Direct Selling Agent (DSA)/ Direct Marketing Agents (DMA). Additionally, the
Referral Associate hereby agrees that it shall have no authority to perform its Services in the capacity of a DSA/
DMA and shall not undertake any activities including but not limited to:
i. Tele-calling any Lead and/ or connecting with the Lead through tele-calling;
ii. Representing itself as the DSA/DMA of HDFC to the Lead and/or provide any commitment regarding any of
HDFC’s Product and/ or services on behalf of HDFC;
iii. Visit any Leads for the purpose of fulfilling the loan requirements; or
iv. Send any communication to the Lead for the purpose of availing HDFC’s Products
which only DSAs/DMAs have been permitted to undertake under Annex X of the Master Direction – Non-Banking
Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 issued by RBI vide circular no.
RBI/2020-21/73- DOR.FIN.HFC.CC.No.120/03.10.136/2020-21 dated February 17, 2021 in any manner unless,
otherwise instructed by HDFC.
4.8. The Referral Associate shall perform its services and obligations as defined and envisaged under this Agreement
in a professional and workman-like manner in accordance with the terms of this Agreement.
4.9. The Referral Associate shall use commercially reasonable efforts consistent with the industry standards to ensure
that the services materially conform to the standards and specifications laid down under this Agreement.
4.10. The Referral Associate shall not in any manner whatsoever claim or represent to be the employee and/or partner
and/ or associate of HDFC and that the relationship between HDFC and the Referral Associate under this Agreement
shall be strictly on a principal-to-principal basis.
4.11. The Referral Associate agrees, confirms and undertakes to comply with all applicable laws, rules, regulations,
guidelines and/or directions including those issued by any of the statutory or regulatory authorities (such as RBI
and/or NHB ).
4.12. The Referral Associate further agrees, confirms, and undertakes that the Leads received and referred to the HDFC
shall be the exclusive property of HDFC and HDFC shall have irrevocable rights to call upon the Referral Associate
to furnish details of the Leads to HDFC in such format and at such interval as HDFC may determine.
4.13. The Referral Associate acknowledges and agrees that HDFC shall at its sole and absolute discretion, as per the
credit policy of HDFC in force from time to time, be entitled to reject or accept any application with respect to the
Leads forwarded by the Referral Associate, without assigning any reasons therefore and such decision shall be
binding on the Referral Associate and shall not entitle the Referral Associate to any compensation or claims of any
nature whatsoever.
4.14. Notwithstanding the fact that the loan may have been sanctioned in favour of the Lead, HDFC reserves the right
to rescind any such sanctioned loan for want of additional documents or for any reason whatsoever which shall be
final and binding on the Referral Associate.
4.15. Nothing in this Agreement or otherwise shall entitle the Referral Associate to make any representations or warranties
on behalf of HDFC or enter into contracts or arrangements on behalf of HDFC or pledge the credit of HDFC.
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 4.16. The Referral Associate further agrees to keep itself updated on the contact details of the Sales Representative
assigned by HDFC to complete the loan counseling and documentation process of the Lead.
4.17. The Referral Associate agrees and accepts that it shall procure clear, explicit and unequivocal consent of the
customers/Leads for the purpose of collection, sharing, and storage of data (including personal data of such
customers/Leads) for the purposes of this Agreement, in accordance with applicable laws.
4.18. Wherever applicable, the Referral Associate shall ensure that there are proper encryption and security measures
at their platform to prevent any hacking, breach of the data and information of the Leads.
4.19. The Referral Associate is a ‘Lending Service Provider’ as construed and defined under the RBI’s applicable
guidelines, regulations and directions.
4.20. The Referral Associate undertakes that it has provided and shall continue to provide to HDFC the documents and
information so requested by HDFC for the purpose of conducting a due diligence of the Referral Associate by
HDFC for regulatory and compliance purposes. In this regard, the Referral Associate further undertakes that the
documents and information so provided by the Referral Associate to HDFC for the aforementioned purpose shall
be true, complete and correct.
4.21. The Referral Associate shall at all times during the term of this Agreement have/operate requisite website and
technological systems as per the HDFC policies, applicable laws and industry standards for the purposes of
fulfillment of its roles, responsibilities and obligations under this Agreement.
4.22. The Referral Associate shall comply with the procedures and policies of HDFC as shared with the Referral Associate
in respect of the provision of Services, as updated and modified by HDFC from time to time.
4.23. The Referral Associate represents that it has an extensive and comprehensive privacy policy designed and drafted
in accordance with applicable laws and the same has been uploaded on its website as well as the digital lending
application owned/operated by the Referral Associate (if any).
4.24. The Referral Associate shall have adequate business contingency plans in place, and it shall ensure that there is
no disruption in the provision of its Services.
4.25. The Referral Associate shall appoint a nodal grievance redressal officer for the purpose of redressal of any complaints
raised by any third party/customers and shall make available the contact details of such nodal grievance redressal
officer so appointed by it on the website/digital platforms operated and/or maintained by it. All complaints shall be
resolved within 30 (thirty) days of the receipt of the complaint by it.

5. Intellectual Property Rights

5.1. The Referral Associate hereby agrees and undertakes that it shall not use any of HDFC’s Intellectual Properties and
shall not display any brand name, trade name, trademark, logo, label, taglines, or product name or any other name
or mark, whether visual or otherwise, in any way related to the HDFC brand such as releasing advertisements in
newspapers or other publications, brochures, pamphlets, through media advertising, etc., without the prior written
permission of HDFC. Further, the Referral Associate shall not undertake any form of sales promotion which is
misleading or disseminating false information by using/affixing HDFC’s trademark, logo, taglines or label or brand
names, and/ or any of HDFC’s Intellectual Properties or proprietary information;
5.2. HDFC hereby expressly clarifies and the Referral Associate expressly acknowledges and agrees that by virtue
of this Agreement there is no transfer of any rights which HDFC has over its HDFC Intellectual Properties to the
Referral Associate or of any other trade name, trademark, brand name and/or any product name, which exclusively
belongs to and vests with HDFC.
5.3. The Referral Associate agrees and covenants that all of HDFC’s Intellectual Property (ies), that may be shared by
HDFC with the Referral Associate for the limited purpose of usage under this Agreement, shall remain the sole and
absolute property of HDFC and the Referral Associate shall have no claim, lien, right of retention, sale or set off
or other right, title and interest whatsoever therein for any reason whatsoever and, upon demand by HDFC, and/
or expiry/termination of this Agreement, the Referral Associate shall forthwith return the same to HDFC.
5.4. The database created by the Referral Associate pursuant to this Agreement shall at all times be the sole and
exclusive property of HDFC with the Referral Associate only being entitled to use the same for the purposes of this
Agreement and no other purposes. All copyrights and other intellectual property rights in such databases shall
belong solely and exclusively to HDFC.
5.5. The Referral Associate further agrees and undertakes that it shall not in any manner whatsoever use HDFC’s name
/ logo / signage /tag line and/ or any other intellectual property of HDFC in any manner whatsoever on any digital
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 or physical platform including but not limited to any of its website/mobile application/social media platforms, and/
or on any digital platforms of a third party without the prior written consent of HDFC.
5.6. The Referral Associate hereby provides HDFC limited, and non-transferable license to use the intellectual property,
including but not limited to the brand name, trade name, trademark, and logo of the Referral Associate for the
purposes of displaying the name and requisite details of the Referral Associate on the website of HDFC in respect
of this arrangement.

6. Obligations & Rights of HDFC

6.1. To provide HDFC’s Product Information to the Referral Associate from time to time which is considered appropriate
by HDFC in its absolute discretion.
6.2. To pay the Referral Associate’s Fees to the Referral Associate upon disbursement of the loans on the respective
due dates as may be agreed, on such applications which qualify for and are approved for the loans.
6.3. HDFC reserves the right to reject and is not bound to sanction any of the applications for credit emanating from
the Leads without assigning any reasons.
6.4. HDFC shall at all times have the right to regularly monitor and assess the Services being provided by the Referral
Associate (and requisite systems in respect of the same) and in the event any inconsistency or concern is highlighted
by HDFC in this regard, the Referral Associate shall immediately take necessary corrective measures.
6.5. HDFC or its authorised representatives or its appointed audit partners or agencies reserve the right to conduct
inspections and audits of the Referral Associate, in a periodic manner. In this regard, the Referral Associate hereby
agrees to provide to HDFC all such documents and information as and when requested and required by HDFC,
for the purpose of conducting its audits and inspections. The Referral Associate agrees and acknowledges that
RBI (or persons authorised by it) may conduct an inspection and/or require access to documents, records of
transactions, books, accounts and other necessary information given to, stored, or processed by it in respect of
the Services, and the Referral Associate shall cooperate at all times and provide all such information and data as
may be required by RBI or its authorised persons in this regard.

6.6.
The Referral Associate shall provide HDFC access to all its books, records, information, compliance data, and copies
of any audit related documents or review reports or findings in respect of the Services being rendered by it.

7. Confidentiality

7.1. The Referral Associate undertakes that the Referral Associate and/ or its employees, representatives/ agents
shall keep this Agreement, all the terms and conditions hereof, as well HDFC’s information and HDFC’s Product
information strictly confidential and shall ensure that the Referral Associate and/ or its employees, representatives/
agents do not, without the prior written consent of HDFC, divulge and disclose any of such terms to any third party
unless otherwise required by law or courts.

7.2. The Referral Associate shall keep the Confidential Information as may be shared by HDFC during the subsistence
of this Agreement strictly confidential and use the same degree of care to protect the Confidential Information as
it uses to protect its own confidential information which shall not be less than a reasonable standard of care.

7.3. The Referral Associate shall use Confidential Information only for purpose of this Agreement may disclose
Confidential Information only to its employees/agents/ representatives who have a need to know and are bound
to keep it confidential in terms hereof.

7.4. The Referral Associate shall promptly notify HDFC upon discovery of or where it has reason to believe any unauthorized
use or disclosure of the Confidential Information or any other breach of this Agreement by the Referral Associate
has taken place, and the Referral Associate shall cooperate with HDFC in every reasonable way to assist HDFC
in regaining possession of the Confidential Information and preventing further unauthorized use of it.

7.5. The obligations contained under this Clause shall not apply to the extent that the confidential information: (a) was
part of the public domain at the time of disclosure or properly became part of the public domain, by publication
or otherwise; (b) was rightfully acquired by the receiving party prior to disclosure by disclosing party under this
Agreement; (c) was independently developed by receiving party without any reference to any information which
may be considered confidential in nature; or (d) is required to be disclosed to statutory authorities under applicable
laws and regulations.

7.6. This Clause shall survive the termination of the Agreement for a period of three (3) years.
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 7.7. However, confidentiality of any information pertaining to any Lead shall be maintained even after the expiry and/or
termination of this Agreement.

7.8. The Referral Associate agrees and acknowledges that all information and data shared under or in connection with
this Agreement shall be saved /stored in servers located in India. Further, the Referral Associate shall at all times
be liable in case of breach of security and leakage of any Confidential Information or any proprietary information/
data shared by HDFC.

8. Data Collection, Storage and Retention:

8.1. The Referral Associate shall collect, store, and retain any customer data including but not limited any personal data
of any customers/Leads in accordance with applicable laws.

8.2. The Referral Associate shall be responsible for complying with various technology standards/ requirements on
cybersecurity as stipulated by RBI and other authorities/agencies from time to time.

8.3. The Referral Associate shall preserve all data and records in respect of this arrangement for the duration as required
under applicable laws and shall provide a copy of the same to HDFC as requested by it.

8.4. The Referral Associate undertakes that it shall have the requisite technical abilities, data privacy policies, and
storage systems, for the purposes of this arrangement and agrees to share all details as required by HDFC to
evaluate and monitor the same.

8.5. The Referral Associate shall be responsible for the upkeep, upgradation and maintenance of its digital and
technological infrastructure in accordance with the HDFC policies, and applicable laws.

9. Term and Termination

Term:
9.1.

This Agreement shall be effective for a period of five (5) years from the Effective Date (“Term”), unless terminated
by either Party in accordance with Clause 9.2.

Termination:
9.2.

(a) Either Party may terminate this Agreement by serving written notice of sixty (60) days at the office/registered
office of the other Party. The termination of this Agreement shall become effective upon the date set forth in
the said termination notice.

(b) HDFC is entitled to terminate this Agreement with immediate effect, without assigning any reasons under
exceptional circumstances such as in case in case of gross negligence and willful misconduct on part of the
Referral Associate, or in case the Referral Associate provides wrong or misleading information or commits any
act leading HDFC to believe that the Referral Associate has either flouted the standards of integrity or any of
the terms and conditions contained herein or has failed to meet its commitments. HDFC shall have the right
to claim damages from the Referral Associate in such an event.

10. Indemnity

The Referral Associate shall at its own expense indemnify, defend and hold harmless HDFC and its officers, directors,
employees, representatives and agents against any third party claim, demand, suit, action or other proceedings brought
against HDFC and/or them and all damages, awards, settlements, liabilities, losses, costs and expenses to the extent
that such claim, suit, action or other proceedings is based on or arises from any deficiency in services by the Referral
Associate as per Scope of Service as detailed in the Annexure-A annexed hereto or any other breach of this Agreement
(including any breach of data and/ or information pertaining to the Leads) or on account of any act of omission or
commission done or permitted to be done by the Referral Associate or any of its employees/ representatives.

The Referral Associate shall, indemnify, defend, and hold harmless HDFC and its officers, directors, employees, and
other representatives from and against any and all losses, damages, proceedings, suits, actions, claims, demands, costs,
penalties (including regulatory penalties or fines) and reasonable expenses (including attorneys' fees and expenses)
arising from Referral Associate’s violation of any law, license, permit, or government approval.

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 11. Principal to Principal Agreement

It is agreed to between both the parties that this Agreement is on a principal-to-principal basis and does not create any
employer-employee or principal-agent relationship between HDFC and the Referral Associate. The Referral Associate
shall not represent or designate his / its business premises as an office of HDFC. The Referral Associate shall not
advertise in any form on behalf of HDFC.

12. General

12.1. The Referral Associate shall not charge (directly or indirectly) to any applicants/proposed applicants/ borrowers
any fees or charges under any name whatsoever called, for the services provided or agreed to be provided by it
in terms of this Agreement.
12.2. The Referral Associate shall bear and pay the requisite corporate / income tax and related dues / levies as payable
by it under applicable law and HDFC shall not be required to pay or reimburse the same or any part thereof to the
Referral Associate or any other entity/ authority whatsoever.
12.3.
HDFC shall have the right to withhold any taxes under applicable law from the Connecting Fees. The tax so withheld
shall be deposited with the relevant tax authorities as per the timelines and procedure under applicable law.
12.4. The Connecting Fees is subject to applicable Goods and Services Tax (GST) and statutory levies of similar nature
applicable in accordance with applicable law. As required under applicable law, the Referral Associate shall be
liable to deposit the applicable GST to the appropriate authorities and file the return as statutorily required within
the timelines as specified under the relevant GST Act to enable HDFC to avail the proportionate applicable input
tax credit. In the event the Referral Associate fails to deposit the applicable GST to the appropriate authorities and
file the return as statutorily required within the appropriate timelines and HDFC has availed the input tax credit on
provisional basis, then the Referral Associate shall indemnify HDFC for any increase in output liability of HDFC
along with interest or penalty as applicable under the relevant GST Act as consequence of non-compliance by
the Referral Associate. HDFC shall also retain the right to deduct such amount of increase in output liability from
any subsequent payments to be made by HDFC to the Referral Associate under this Agreement.
12.5. In an eventuality of reduction of any loan by any Lead provided by the Referral Associate subsequent to the
payment of corresponding Referral Associate’s Fee to the Referral Associate, HDFC shall always have the right
to call upon the Referral Associate to repay the proportionate amount of the Referral Associate’s Fee ( to the
extent of the reduced loan) paid already or in the alternate, adjust the proportionate quantum of the Referral
Associate’s Fee towards any amounts payable to such Referral Associate including any further Connecting Fees
payable on account of any other Leads or the same Lead for any other loan.
12.6. All notices required to be served by either of the Parties hereto shall be deemed to have been duly and effectually
served if delivered by hand or addressed by registered post a/d or a delivery service/courier, by hand delivery, or
by email to the address mentioned below and marked to the attention to the representatives mentioned below:

Referral Associate Mail to: With CC to:

Attention

Designation
X
Address

Email

Mobile

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 HDFC Mail to: With CC to:

Attention

Designation
X
Address

Email

Mobile

12.7. It is acknowledged, agreed and confirmed by the Referral Associate that this Agreement is on a non-exclusive
basis and HDFC is entitled in its absolute discretion to appoint any other person(s), company, companies or
any other entity/entities to perform any services similar to or competing with all or any of the Scope of Services
contemplated herein. Nothing in this Agreement shall be deemed to preclude HDFC from appointing any other
Referral Associate from time to time.
12.8. This Agreement and its Annexures/ Schedules constitute the entire Agreement between the Parties with respect
to the subject matter thereof and it shall not be varied, amended, or supplemented except in writing either by
way of an email or letter which shall be duly acknowledged and accepted by each Party or by way of executing a
supplemental and/ or amendatory agreement by the duly authorized representative of each Party.
12.9. The failure of either Party at any time to enforce the terms, provisions or conditions of this Agreement shall not
be construed as a waiver of the same or of the right of such Party to enforce the same.
12.10. If any section, paragraph or clause in this Agreement shall be held to be invalid or unenforceable in any jurisdiction,
in which this Agreement is being performed, then the meaning of such section, paragraph or clause shall be so
constructed so as to render it enforceable to the extent feasible and if no feasible interpretation would save such
section, paragraph or clause it shall be severed from the Agreement. If such paragraph or clause is considered
an essential element of this Agreement, the parties shall promptly negotiate a replacement thereof. In the event
the parties are unable to agree upon the replacement within 30 (thirty) days of the final rendering such terms
invalid or unenforceable, HDFC may terminate this Agreement upon 7 (seven) days written notice.
12.11. This Agreement shall be governed and construed in accordance with the laws of India and the Parties agree to
submit to the jurisdiction of Courts in Mumbai in respect of any dispute pertaining to this Agreement.
12.12. This Agreement has been signed in duplicate, each of which shall be deemed to be an original.
12.13. All the remedies of any Party under this Agreement, whether provided herein or conferred by law, custom or trade
usages, are cumulative and not alternative and may be enforced successively and/or concurrently.
12.14. All stamp duty and other taxes and levies on this Agreement and other documents to be executed pursuant to
this Agreement shall be borne and paid by Referral Associate.

12.15. Each Party shall be responsible for paying its own legal and other costs incurred in relation to the negotiation,
preparation and implementation of this Agreement.

12.16. The obligations of the Referral Associate in respect of confidentiality obligations, preservation of documents, and
indemnity shall survive termination of this Agreement.

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IN WITNESS WHEREOF the parties hereto have caused this Agreement and delivered by their respective authorized
representatives on the date and year first written above

Housing Development Finance [Referral Associate]

Corporation Limited

Name: Name:

Title: Title:

X
Authorised Signatory Authorised Signatory

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 Annexure A

SCOPE OF SERVICE
1. Providing customer acquisition and such related services as further described below,
2. Identifying a potential Lead/s.
3. Recommend HDFC Products to potential Leads
4. Obtain all the details of the Lead/s as may be required for the purpose of identification and verification, and
referring the same directly to HDFC via the medium prescribed by HDFC
5. To ensure that the Lead provided to HDFC is a new lead and is not a Duplicate Lead by providing required
information about the Lead to HDFC and helping HDFC assess the duplicity of Leads.

Annexure B

The Connecting Fees payable to the Referral Associate and other related terms of payment pursuant to this
Supplemental Agreement shall be as under:
1. For Home Loan Products:
The Connecting Fees payable to the Referral Associate for home loan products such as Home Purchase, Construction,
Extension, House Renovation Products, and Land Loans shall be:

% of the Gross Loan Amount; or

X
% of the Net Loan Amount; or

Slab-wise payment of Connecting Fees

Connecting Fees
Amount of Loan
(in percentage of the Net Loan Amount)

Up to % of the Net Loan Amount

X From to % of the Net Loan Amount

From to % of the Net Loan Amount

From to % of the Net Loan Amount

More than % of the Net Loan Amount

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 2) For Non-Home Loan Products:
The Connecting Fees payable to the Referral Associate for non-home loan products such as Loans Against Property,
Non-Residential Premise Loans, Lease Rental Discounting Loans will be linked to the loan application fee received
by HDFC for that particular loan account with an upper cap on the Connecting Fees for loans of above Rs.15 crores.
The details of the Connecting Fees payable is as under:

Non Housing Referral Associate Fee

(Please attach the payout on this page)

X
(Payout acceptance signature)

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 3. The Referral Associate shall receive the Connecting Fees payable for Loans Disbursed in a given month, on a
monthly basis, by the 25th day of the following month. The Connecting Fees will be the only remuneration payable
to the Referral Associate by HDFC pursuant to this Agreement.
4. The Referral Associate’s Fees for Duplicate Leads is paid by HDFC to its referral associates on a “first come,
first serve basis”. The Referral Associate shall be compensated for a Duplicate Lead only when such Lead gets
converted successfully (by virtue of HDFC receiving a duly filled application form along with the processing fee
from such a Lead) prior in time to any other referral associates of HDFC.
5. HDFC shall have the right to set off, deduct and recover from the Referral Associate’s Fees or any other amount
payable to the Referral Associate any and all amounts which may or become payable or which the Referral
Associate is liable to pay to HDFC under this agreement or on any other account whatsoever. The Referral
Associate shall immediately reimburse any amount, which has been accidentally paid to the Referral Associate.
In the event of any delay in reimbursing the amount, the Referral Associate shall be liable to pay interest @ 18
% p.a. on the said amount.
6. The Referral Associate will however not be entitled to any Connecting Fees in the following events:
6.1. The Referral Associate has not registered the Leads with HDFC via the prescribed medium.
6.2. The Lead denies that the property / loan transaction is being managed by the Referral Associate, who has
referred the Lead to HDFC;
7. The Referral Associate must revert in writing to HDFC within 30 days of the date of payment of Referral Associate’s
Fees for any reconciliation of short payment of Referral Associate’s Fees, failing which any representation from
the Referral Associate in this regard will not be entertained.

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 ATTACH HERE
FCI REPORT / HSPL VISIT REPORT / HDFC VISIT REPORT /
KYC DOCUMENTS OTHER REQUIRED DOCUMENTS

16
 ASSOCIATE APPOINTMENT APPROVAL SHEET

Signature

Name of HDFC Sales

Executive Proposing
the Appointment

Name of HDFC Sales Team

Leader Recommending
the Appointment

Name of HDFC Staff

Proposing / Recommending
the Appointment

Analysis of FCI Report ( ) Positive ( ) Negative ~~

Remarks, if any for

Rejecting Appointment

Name of HDFC Staff

Creating the RA Code

Signature of Branch
Manager / Authorised
Signatory

Associate Agency Code

17
HDFC Copy (CR -----------) B---/03/23/---