BUSINESS AFFILIATE AGREEMENT

This Business Affiliate Agreement is made at

Noida on this 00th Day of_____ 2013.

Between
DREAM YATRA, a Company and having its Corporate
office48, 2nd Floor,Hutson Lane,Delhi-11009,
India, (hereinafter referred to as “PRINCIPAL”
through its Authorized Signatory Mr. vide board
resolution dated 00.00.2013) which expression
shall unless it be repugnant to the context or
meaning thereof be deemed to mean and include its
executors, administrators, successors and
permitted assigns;
And (hereinafter referred
to as “BUSINESS AFFILIATE” through its Authorized
Signatory vide board resolution dated
00.00.2013) which expression shall unless it be
repugnant to the contest or meaning thereof be
deemed to mean and include its executors,
administrators, successors and permitted assigns;
WHEREAS PRINCIPAL is engaged in the business of
selling “Private Membership Card” popularly known
as “Dream Yatra Membership”;
WHEREAS BUSINESS AFFILIATE has offered to act as
the Selling Agent of the PRINCIPAL and the
PRINCIPAL has agreed to appoint BUSINESS
AFFILIATE as the Selling Agent of the “Privilege
Membership Card” popularly known as “Dream Yatra
Membership” as per guidelines and provisions
enforced by statutory authorities on the
following terms and conditions contained
hereinafter.
AND WHEREAS BUSINESS AFFILIATE has represented to
PRINCIPAL that it has the necessary
infrastructure, management and expertise to
solicit and procure “Dream Yatra Membership”
business for and on behalf of PRINCIPAL. It shall
at its own cost and expense obtain a license
under the statutory authorities and shall obtain
all other necessary clearance if any under the
applicable laws and undertakes to ensure complete
and continued compliance with the same at all
time, and shall ensure that all such licenses are
valid and in subsistence throughout the term of
this Agreement.
Now this agreement witnesses and it is hereby
agreed by and between the parties hereto as
follow:
1. The Responsibilities of BUSINESS AFFILIATE
towards the PRINCIPAL-
(a) BUSINESS AFFILIATE shall employ adequate
number of qualified and trained persons in
its office and all its branches in line with
the sales practices of Dream Yatra
Membership, who shall possess requisite
knowledge to solicit and procure Dream Yatra
Membership business.
(b) BUSINESS AFFILIATE shall forthwith provide
PRINCIPAL all information of its employees,
on reasonable request.
(c) BUSINESS AFFILIATE shall cause the persons to
adhere to sales practices prescribed by
PRINCIPAL and code of conduct stipulated
under the regulations and applicable laws as
well as the code of conduct provided by
“Principal” from time to time.
(d) The Code of conduct prescribed by PRINCIPAL
shall be in addition to and not in derogation
to the Regulations and Applicable Laws>
1.1 BUSINESS AFFILIATE shall remain responsible
for:
(a) All business done by or entrusted to its
employees; and
(b) All acts of omission and commission of its
employees and other personnel associated with
it; and
(c) All acts of selling during the process of its
tenure and will be responsible for all the
business put up during the course of its
tenure for the next one year
(d) Employees of BUSINESS AFFILIATE shall not be
entitled to any compensation, fee or other
payment from PRINCIPAL.
1.2 Product & Sales Practices
(a) The BUSINESS AFFILIATE shall not sell
Membership of similar nature for any other
company.
(b) The BUSINESS AFFILIATE shall make best
endeavor to promote sales of the Dream Yatra
Membership.
(c) The BUSINESS AFFILIATE shall act faithfully
and diligently with the PRINCIPAL and shall
disclose to it all complaints received by
BUSINESS AFFILIATE from the customers.
(d) The BUSINESS AFFILIATE shall sell Dream Yatra
Membership to genuine customers and not to
any party for re-sale of the same.
(e) The Dream Yatra Membership shall be sold by
the BUSINESS AFFILIATE at the price fixed by
PRINCIPAL on the basis of company price,
along with the transport charges, sales tax,
other duties and taxes payable. Such price
shall be fixed by the PRINCIPAL as far as
possible in consultation with the BUSINESS
AFFILIATE from time to time. Membership shall
not be sold by the BUSINESS AFFILIATE for any
price higher than the price so fixed.
(f) The BUSINESS AFFILIATE shall sell Dream Yatra
Membership to the members on receiving
payment through current dated cheque/DD only
and shall never receive payment in cash. If
the BUSINESS AFFILIATE sells any Membership
on credit, the price thereof shall be payable
by the BUSINESS AFFILIATE to the PRINCIPAL
irrespective of whether the BUSINESS
AFFILIATE has received the price from the
customer or not.
(g) The BUSINESS AFFILIATE shall ensure that the
cheque received by the members against
membership shall be submitted to the
PRINCIPAL within Forty Eight (48) Hours of
 receiving excluding national holiday, failing
which BUSINESS AFFILIATE shall be liable to
pay for the price of Membership Card as well
as penalty charges as decided by the
PRINCIPAL.
(h) The BUSINESS AFFILIATE shall never mis-sell
Dream Yatra Membership and simultaneously
shall also inform to every prospective
customer that the Membership is providing
services only related to holidays, health and
discount on special products and is not
providing any bonus or returns of any kind as
also displayed on the website of PRINCIPAL.
(i) The BUSINESS AFFILIATE shall not give any
warranty of the Membership sold to the
customer other than the warranty given by the
PRINCIPAL.
(j) The BUSINESS AFFILIATE receives any
complaints regarding any defects in using the
Membership Card, the BUSINESS AFFILIATE shall
intimate the same to the PRINCIPAL. However,
no Membership sold will be taken back after
the guarantee period is over as prescribed by
the PRINCIPAL.
(k) The BUSINESS AFFILIATE shall maintain
accounts of the sale of the Dream Yatra
Membership as aforesaid and the same will be
open for inspection by the PRINCIPAL whenever
required.
(l) The BUSINESS AFFILIATE shall not hypothecate
or pledge Dream Yatra Membership Card
 provided by PRINCIPAL and otherwise raise any
loan on the security of such Membership Card.
(m) The Dream Yatra Membership shall be sold on
the trade mark or trade name of the PRINCIPAL
and no change or tampering with the same
shall be made by BUSINESS AFFILIATE.
2. Pay & Compensation (Commission):
PRINCIPAL shall pay to BUSINESS AFFILIATE
compensation at the rate prescribed in
(ANNEXURE-1) hereto, for every Dream Yatra
Membership Card sold by the BUSINESS
AFFILIATE. Tax deductible at source shall be
deducted by PRINCIPAL to BUSINESS AFFILIATE’s
account as per provisions. All taxes, levies,
cess of any kind (including service tax) on
gross compensation shall be borne by BUSINESS
AFFILIATE.
The Dream Yatra Membership Card shall be
generated and delivered by the PRINCIPAL to
the place or places required by the PRINCIPAL
as per the written application received by
PRINCIPAL from the BUSINESS AFFILIATE.
2.1 Notwithstanding anything to the contrary
contained herein during the validity of this
agreement, compensation shall be paid four
times in a month by PRINCIPAL to the BUSINESS
AFFILIATE as per (ANNEXURE-1) in the
following manner:
(i) The BUSINESS AFFILIATE shall handover a
security cheque to the PRINCIPAL at the
time of execution of this agreement.
(ii) No compensation is payable if the customer
cancels the Membership (within the
cancellation period) and if the
compensation is already paid, the same
shall be adjusted in the subsequent bill.
In the absence of the same the BUSINESS
AFFILIATE shall refund the amount payable
to PRINCIPAL.
(iii) Further in case BUSINESS AFFILIATE failed
to refund the amount payable to PRINCIPAL
within Seven (7) days of demand, then
PRINCIPAL shall be entitled to recover the
same by presenting the security cheque
bearing No. of Bank, received from
BUSINESS AFFILIATE.
(iv) In case any cheque received from BUSINESS
AFFILIATE towards membership fee returned
unpaid by the bank then the charges against
the same shall be borne by the BUSINESS
AFFILIATE.
(v) All payments shall be made by way of an
account payee cheque drawn in favour of the
BUSINESS AFFILIATE. Alternatively,
PRINCIPAL may pay by direct credit to the
account of the BUSINESS AFFILIATE. For
direct credit, BUSINESS AFFILIATE will
provide the bank account details in writing
to PRINCIPAL.
Other Responsibilities:-

3. BUSINESS AFFILIATE shall be responsible for:

(a) Conducting its business under this agreement
from its office and all its branches, present
and future.
(b) Adhering to the quality standards as
authorized in this agreement and shall be
provided time to time.
(c) Strict adherence to the code of conduct
applicable to the BUSINESS AFFILIATE, its
persons or employees under the regulations
and guidelines issued by the statutory bodies
shall always be central to the business
philosophy of PRINCIPAL as accepted by the
BUSINESS AFFILIATE.
4. Limitations on the BUSINESS AFFILIATE

4.1 The BUSINESS AFFILIATE shall not be entitled

to appoint sub-agents.
4.2 The BUSINESS AFFILIATE shall not assign the
benefits and rights under this agreement to
any other person without the consent of the
PRINCIPAL. However the PRINCIPAL can appoint
any agent, for sale or to sell any
Memberships directly without the consent of
the BUSINESS AFFILIATE.
5. The Responsibilities of PRINCIPAL towards the
BUSINESS AFFILIATE-
(a) The PRINCIPAL represents warrants and assures
the BUSINESS AFFILIATE, not to engage in any
conduct, which will adversely affect the good
standing and reputation of the BUSINESS
AFFILIATE. Under no circumstances shall the
 BUSINESS AFFILIATE be responsible for any
breach of applicable laws by PRINCIPAL, its
persons, representatives or
Affiliates/Alliances.
(b) The PRINCIPAL agrees, not to sell Dream Yatra
Membership to any of the customers belonging
to the database available with the BUSINESS
AFFILIATE, however as a special case the
PRINCIPAL, reserves the right to sell the
same directly to any particular person.
(c) PRINCIPAL shall ensure the timely payments of
compensation to the BUSINESS AFFILIATE for
the Membership Card sold as per agreed terms
and conditions.
(d) PRINCIPAL shall not withhold the payments of
compensation payable to BUSINESS AFFILIATE
without assigning any reason thereof in
writing and shall be settled by mutual
discussions of the parties within a
reasonable time frame of not more than one
month.
6. Termination

The duration of this agreement shall be for a

period of One (1) year from the date of
hereof, subject to what is herein otherwise
provided. Parties may renew this agreement
for further period with mutual consent.
6.1 On receiving 3rd complaint of mis-selling
against BUSINESS AFFILIATE, the PRINCIPAL
 shall be entitled to terminate this agreement
with immediate effect without any notice.
6.2 Any party shall be entitled to cancel this
Agreement by giving Three (3) months prior
notice to the other party in any of the
following events.
(a) If the other party commits breach of any
term of this agreement.
(b) If the other party being the PRINCIPAL,
goes into voluntary liquidation or is
ordered to be wound up by a court of law.
(c) If the other party is the BUSINESS
AFFILIATE, the BUSINESS AFFILIATE being
dissolved.
(d) If the other party ceases to carry on the
business of selling Memberships.
(e) If any event happened makes the
performances of this agreement impossible
by reason of any force measures or
otherwise.
(f) If the BUSINESS AFFILIATE is guilty of
any conduct, which the PRINCIPAL feels
prejudicial to its interest. Further, in
this matter the Director of the PRINCIPAL
or the persons appointed by him shall
have the sole discretion.
7. Confidentiality
Both the parties anticipate that during the
course of any
negotiations/discussions/interactions
undertaken prior to and/or in pursuance of
 this agreement, shall keep restricted and not
to disclose the “Confidential Information”.
“Confidential Information” shall include
PRINCIPAL’s material and/or all other
literature, information or data discloses
(whether in writing, orally or by any other
means) to the receiving party by the
disclosing party or by the third party acting
on behalf of the Disclosing party and shall
include but not limited to (a) any
information ascertainable by inspection (b)
any information having been disclosed prior
to the date hereof and (c) any information
relating to the disclosing party’s business,
processes, plans, intentions, product
information, know how, designs, rights, trade
secrets, customer lists and database, market
opportunities, business affairs, computer
programs, websites, hardware configurations,
engineering specifications, product
documentation, product plans and other
business practices.
8. Indemnity
BUSINESS AFFILIATE understands that while
acting on behalf of PRINCIPAL, it shall only
be acting as PRINCIPAL’s agent in accordance
with the statutory provisions of law
prevailing in India.
PRINCIPAL shall be responsible for ensuring
that information contained in Dream Yatra
Membership proposals and membership contracts
will be true and appropriate and so long as
the BUSINESS AFFILIATE and its employees
comply with the provisions of BUSINESS
AFFILIATE AGREEMENT, PRINCIPAL shall
indemnify and hold harmless the BUSINESS
AFFILIATE from and against any and all costs,
losses, expense, damages, liabilities, fines
and the like which the BUSINESS AFFILIATE may
incur and/or suffer arising out of or in
connection with any act or omission of
PRINCIPAL.
However, the BUSINESS AFFILIATE shall be
solely liable for any errors, omissions,
willful misconduct, mis-selling by way of
inducement, misrepresentation, breach of code
of conduct or any other act by it or its
employees outside the purview of the scope of
its or an omission of a material fact, or the
negligence or willful misconduct of its
employees.
BUSINESS AFFILIATE agrees fully and
effectually to indemnify PRINCIPAL against
all liabilities, claims, damages, costs,
expenses, actions or proceedings suffered or
incurred by PRINCIPAL as a result of any of
the above said act or omission of BUSINESS
AFFILIATE and any of its employees or breach
of any obligation contained in this agreement
as well as code of conduct and (In case the
BUSINESS AFFILIATE fails to indemnify the
PRINCIPAL, the PRINCIPAL would be entitled
 recover its financial losses by presenting
the security cheque, received from BUSINESS
AFFILIATE). Further in addition to this the
PRINCIPAL shall also be entitled to prosecute
the BUSINESS AFFILIATE for its above said
acts and omissions.
9. Force Majeure:
Neither Party shall be responsible for any
failure or delay in the performance of any of
its obligations under this agreement, which
were due to, any unforeseeable cause beyond
the reasonable control of the party. Each
party shall promptly inform the other of the
existence of a Force Majeure Event. “Force
Majeure Event” means any event due to any
cause beyond the reasonable control of the
either party; including, without limitation,
unavailability of any communication system,
virus in the processes, sabotage, fire,
flood, Explosion, act of God, civil
commotion, strikes or industrial action of
any kind, riots, insurrection, war, act of
Government, computer hacking unauthorized
access to computer data and storage devices,
computer crashes, etc. The terms of this
agreement shall stand extended for the period
or period of force majeure after the
execution of this Agreement by the Parties.
10. Dispute Resolution
In the event of any dispute or difference
between the parties hereto, regarding the
 interpretation or meaning of any provision of
this agreement or regarding any claim of one
party against the other or regarding any
other matter arising out of this agreement,
the same shall be referred to arbitration of
a sole Arbitrator to be appointed by the
PRINCIPAL and the arbitration proceeding
shall be governed by the Arbitration &
Conciliations Act, 1996. The venue of
Arbitration shall be at Delhi and language
for the proceedings shall be English language
only. For any suit or legal proceeding
arising out of this agreement; only the court
at Delhi shall have the jurisdiction to
entertain and try the same.
11. Prior Agreement
This agreement is in super session and shall
prevail over all the prior agreements, MOUs
or any other understanding, oral or written,
between the parties. All the prior agreements
hereto stand terminated and discharged with
immediate effect.
12. The agreement is executed in two sets in
original and one copy hereof will be kept by
the PRINCIPAL and the other by the BUSINESS
AFFILIATE
IN WITNESS WHEREOF the parties have put their
respective hands the day and year mentioned
above.
Signed for and on behalf of the
PRINCIPAL BUSINESS AFFILIATE

In the presence of witnesses Signed by the within

named
1.

2.
ANNEXURE-I
Payouts:

Commission Payouts- The following commercials are

proposes:
0-20000(30%)
200000-500000(35%)
500000-800000(40%)
800000-above(45%)

1. These are gross commission rates subject to

applicable taxes. The commission shall be
paid two times in a month for two cycles 1-
15, 15-30.
2. The commission for 1st cycle shall be paid
within the subsequent cycle prior to its
completion.
3. No commission is payable on any cancellation.
Commission already paid will be adjusted
against future commission payable, in the
absence of same, BUSINESS AFFILIATE would
refund the amount payable to PRINCIPAL within
Seven (7) days of demand. Otherwise,
 PRINCIPAL shall be entitled to recover the
same by presenting the security cheque
bearing no. of Bank, received from BUSINESS
AFFILIATE.
Signed for and on behalf of the

PRINCIPAL BUSINESS AFFILIATE

In the presence of witnesses Signed by the within

named
1.

2.
CODE OF CONDUCT
The Code of Conduct outlines BUSINESS
AFFILIATE’s obligations as well as policies and
expectations of PRINCIPAL in the following
manner:

Scope

This Code applies to activities of BUSINESS

AFFILIATE with respect to Dream Yatra
Membership and will become part of Business
Affiliate Agreement. By signing Business
Affiliate Agreement, BUSINESS AFFILIATE
agrees to abide by the guidelines of present
code of conduct. Any breach of this Code
shall be treated as a breach of Business
Affiliate Agreement and shall give PRINCIPAL
grounds to terminate its relationship with
 BUSINESS AFFILIATE for cause. If there is and
inconsistency between this Code and the
Business Affiliate Agreement, the Business
Affiliate Agreement shall govern to the
extent of the inconsistency. In case of any
doubt about the relevance of the Code,
BUSINESS AFFILIATE should consult with the
PRINCIPAL.
Purpose
This Code sets out minimum standards of
ethical conduct and behavior to continue to
earn the trust and confidence of customers,
members and public at large.
You as a BUSINESS AFFILIATE pledge to:
 Place the interests of existing and
prospective clients before those of PRINCIPAL
of yourself.
 Maintain the highest standards of
professional competence and expertise in
order to advise existing and prospective
clients to the best of your ability.
 Respect and reciprocate the confidence of
existing and prospective clients and
carefully guard any information which becomes
known to you regarding their personal
business affairs.
 Uphold the best interests of the
institution of customer service; and
 Comply with the Laws, Regulations and
Codes of Conduct prescribed by the Statutory
Authorities as well as PRINCIPAL.
This pledge extends to every aspect of your
business relationship:

 With clients – the needs of your customers

comes first. You shall provide personalized,
one to one service in helping customers
develop plans for Dream Yatra Membership.
Your customers rely on you to deliver on your
promises and maintain high standards of
confidentiality.
 With PRINCIPAL – the strength and character
of PRINCIPAL is determined by the quality,
innovative spirit and commitment of PRINCIPAL
people. The professional partnership among
various people is founded on trust,
accountability, mutual support and
truthfulness.
 With Dream Yatra Members – You represent
PRINCIPAL as a financially sound, well
managed and service oriented company that is
a leading Holiday Planner as well as Luxury
Service provider.
CONTRAVENTION OF THE CODE
If you are aware of a contravention of this Code,
you must report the matter immediately to an
appropriate individual: the PRINCIPAL/Its Branch
head, the Chief – Compliance officer of
PRINCIPAL.
Any violation of this Code may lead to
disciplinary action including but not limited to
legal proceedings and revocation of the Business
Affiliate Agreement.
BUSINESS AFFILIATE shall -
1. never receive payment in cash against the
sale of Dream Yatra Membership.
2. never mis-sell Dream Yatra Membership and
simultaneously shall inform to every
prospective customer that the Membership is
providing services only related to holidays,
health and discount on special products and
is not providing any bonus or returns of any
kind as also displayed on the website of
PRINCIPAL.
3. never use the logo of PRINCIPAL (Dream Yatra
as well as Dream Yatra Club) on its visiting
cards.
4. be also responsible for all acts of omission
and commission of its employees;
5. ensure that all its employees are properly
trained, skilled and knowledgeable in the
Dream Yatra products they market;
6. ensure that its employees do not make to the
prospect any misrepresentation on Dream Yatra
Membership benefits and services/discounts
available;
7. ensure that no prospect is forced to buy
Dream Yatra Membership;
8. give adequate pre-sales and post-sales advice
to the member in regarding Dream Yatra
Membership;
9. extend all possible help and cooperation to a
member in completion of all formalities and
documentation in the event of a complaint;
You as a BUSINESS AFFILIATE’s Employee shall –
1. At all times conduct business in good faith
and with integrity and carry out your mandate
faithfully;
2. Identify yourself, the BUSINESS AFFILIATE and
the PRINCIPAL you represent prior to
discussing membership benefits with any
person;
3. Obtain the requisite documents at the time of
filling the application form with PRINCIPAL
and other documents subsequently asked for by
PRINCIPAL for completion of the same;
4. Make every reasonable effort to ensure that
the membership proposed is suitable to the
needs and resources of the prospective
cardholder as disclosed to you;
5. Give advise only on those matters in which
you are competent to deal with or otherwise
seek advice from PRINCIPAL when necessary;
6. Treat all information supplied by the
prospective cardholder as confidential and
disclose such information only to PRINCIPAL;
7. Comply with both the letter and the spirit of
the laws and regulations governing your
business as well as the rules and guidelines
as prescribed by PRINCIPAL from time to time;
8. Make every effort to become familiar with all
laws pertaining to your business activities;
9. Ensure that your other business interests do
not affect your business activities as a
BUSINESS AFFILIATE of PRINCIPAL;
10. Promptly notify PRINCIPAL of receipt of any
complaint, demand, notice or claim;
11. Co-operate with PRINCIPAL and the concerned
complainant to establish the facts in the
event of a complaint concerning your conduct
as a BUSINESS AFFILIATE;
12. Sign a declaration stating that you and your
employees have read, understood and agreed to
abide by the Code of Conduct;
13. Disclose fully any information to PRINCIPAL
regarding any application or customer
complaint;
14. Avoid situations where you personal interest
conflict or might appear to conflict with
your responsibility to customer or PRINCIPAL;
15. In the event of having any access to
technology, ensure that confidentiality is
maintained concerning any designs or license
agreements of any computer hardware or
software systems, equipment or service that
PRINCIPAL has developed, purchased or is
leasing
You as a BUSINESS AFFILIATE’s employee shall not-
1. solicit or procure Dream Yatra Membership
business without completing the requisite
training;
2. induce the prospect in any manner
whatsoever for acceptance of the membership;
3. behave in a discourteous manner with the
prospect;
4. interfere with any membership introduced by
any other individual or any intermediary;
5. offer different rates, advantages, terms
and conditions other than those offered by
PRINCIPAL;
6. make inaccurate or misleading statements
about PRINCIPAL or its memberships;
7. advertise in any manner whatsoever using
nay medium, which is intended to result in
the eventual sale or solicitation of a
membership from the public, without getting a
written clearance from PRINCIPAL;
8. exercise any coercion or you authority,
influence, position on the prospect
influence the purchase of a membership;
9. issue personal cheque for the payment of
membership charges of your client;
10. borrow nor lend any money from/to clients
or make payments towards their memberships;
11. accept payment in cash or in any manner
lend money receivable from clients;
12. have your client sign the blank application
forms before filling in the full details;
13. make any derogatory remarks against your or
your Company’s competitor’s products or
services in order to make a sale;
14. make any misleading statements in your
sales process;
15. alter PRINCIPALs documents or sales
material in any case;
16. solicit the business for any other company
hold yourself out in any manner that is
misleading to the public;
17. on behalf of PRINCIPAL, accept risks, amend
memberships, waive membership provisions,
incur debt or bind PRINCIPAL by promise of
agreements in any way;
18. use the assets of PRINCIPAL in any way for
personal gain;
19. sign a customer’s name on a document, under
any circumstances, even if the customer gives
you the authorization.
Signed for and on behalf of the

PRINCIPAL BUSINESS AFFILIATE

In the presence of witnesses Signed by the within

named
1.

2.