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SERVICE AGREEMENT
This Services Agreement (“Agreement”) is entered on the date and place as mentioned in
Annexure-1
BETWEEN
WES BEN ENTERPRISES PVT LTD, a non-banking financial company having its registered
office at No.9187 , New palace Road , Opposite to New Municipality Office ,Pudukkottai district-
622001.
AND
Er.T.SEKAR, S/O.THANGAIYAN a Proprietorship Firm in the name of M/s. GLOBAL
CONSTRUCTION & PROPERTIES, registered office at No – 13-F/799, M.I.M Trade Centre
Complex, JegeerUshan Street, 60 Feet Road, Kumbakonam, Thanjavur, Tamil Nadu, 612001
referred to as Service Provider, more particularly described in the Schedule (hereinafter
collectively referred to as the “Service Provider”, which expression shall unless the context
otherwise requires, include its/his/her/their respective heirs, legal representative, partners,
executors, administrator, successors, and permitted assigns;
The Service Provider and WES BEN are hereinafter each referred to as a "Party" and together
the "Parties", where the context so permits.
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WHEREAS
A. The Service Provider has been in business since [___], providing services of [__], and WES
BEN ENTERPRISES PVT LTD wishes to engage the Service Provider for the Services (as
defined hereinafter) on the terms and conditions as agreed between the Parties herein.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES HERETO AS BELOW

1. DEFINITIONS AND INTERPRETATION

1. Definitions:
Agreement means and includes this service provider agreement, together with all
annexures, schedules, appendices, and any other attachments thereto, as
amended or modified from time to time;
Applicable Law(s) shall mean any statute, law, regulation, ordinance, rule, judgment, order,
decree, bye-law, rule of law, clearance, approval, directive, guideline,
circular, policy, requirement, or other governmental restriction or any
similar form of decision, having the force of law, or any direction given by
a governmental agency (whether in writing or not), or determination by, or
any interpretation or administration of any of the foregoing, in writing, by
any governmental agency having jurisdiction over the subject matter in
question whether in effect as of the date of this Agreement or thereafter
and in each case as amended from time to time, as applicable to each
party signing this Agreement;
Circulars shall mean and refer to various circulars issued by RBI which directly and
indirectly govern the relationship between WES BEN ENTERPRISES PVT
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LTD and the Service Provider, including but not limited to, the currently
applicable notifications, circulars, guidelines and directions as issued by
RBI are RBI Directions on Managing Risks and Code of Conduct in
Outsourcing of Financial Services by NBFCs - Circular DNBR.PD. CC.
No.090/03. 10.001/2017, and RBI’s Guidelines for Digital Lending -
DOR.CRE. REC.66/21.07.001/ 2022-23, and RBI/DNBS/2016-17/53
Master Direction DNBS.PPD.No.04/66. 15.001/ 2016-17, and
RBI/DNBR/2016-17/45 Master Direction DNBR.PD.008/03.10.119/2016-
17, and Master Circular RBI/2015-16/16 DNBR (PD)
CC.No.054/03.10.119/2015-16, as the above shall be amended,
supplemented or any new circulars or notifications or directions or
guidelines as may be made applicable from time to time;
Companies Act shall refer to any of the laws governing the manner of establishment and
operation of corporate entities established under the same, including but
not limited to Companies Act, 1956 and Companies Act, 2013, and will
include by way of reference any preceding legislation to the
aforementioned statutes and any statute which replaces the said statutes
by way of implemented legislation and shall include all rules, regulations,
notifications, circulars and office memorandums issued pursuant to the
said statutes;
Confidential shall mean and include all proprietary and/or confidential information of
Information each Party and those of their customers or clients whether personal,
commercial, financial, technical or otherwise, in writing, machine readable
or in any other form or material (whether electronically recorded, in writing
or otherwise), whether communicated orally or in writing, which by its very
nature should be treated as secret and confidential and which the Parties
desire to protect against unrestricted disclosure or competitive use or
which is designated as such by the Parties herein, except for information
which is deemed as disclosed being (i) is generally available to the public,
(ii) is known to the Receiving Party on a non-confidential basis prior to
disclosure and/or (iii) is approved in writing by the Disclosing Party for
disclosure;
Customer shall mean the clients or customers of WES BEN ENTERPRISES PVT
LTD, both present, proposed and future, under any arrangement or any
other party that the Service Provider may have to interact/deal with in the
course of providing the Services.
Customer’s shall mean, include and refer to all information of a Customer, including
Confidential Personal Data, in the nature of personal identifiers or personally
Information identifiable information, including address, bank account details,
government registrations, documents issued by the government, or any
other information regarding a Customer that is not publicly available or any
combination thereof;
Data Protection means the applicable legislation and regulations relating to the protection
Laws of Personal Data (as defined below) and processing, storage, usage,
collection and/or application of Personal Data or privacy of an individual
including (without limitation):
a. The Information Technology Act, 2000 (as amended from time to time),
including the Information Technology (Reasonable Security Practices and
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Procedures and Sensitive Personal Data or Information) Rules, 2011

(“Privacy Rules”) and any other applicable rules framed thereunder;
b. All other applicable industry guidelines (whether statutory or non-
statutory) or codes of conduct relating to the protection of Personal Data
and processing, storage, usage, collection and/or application of Personal
Data or privacy of an individual issued by any regulator to any of the
Parties; and
c. Any other Applicable Laws solely relating to the protection of Personal
Data and processing, storage, usage, collection and/or application of
Personal Data or privacy of an individual.;
Effective Date shall mean the date of execution of this Agreement (as stipulated in
Annexure 1), being the date from which this Agreement shall be effective
and binding upon the Parties;
IBC shall mean the Insolvency and Bankruptcy Code, 2016, along with all the
relevant rules, regulations and circulars and amendments/ modifications
and replacements thereto;
Intellectual means all intellectual property rights protected by law throughout the
Property OR world, including all copyrights, trademarks, trademark rights, patents,
Intellectual patent rights and all patents issuing thereon, industrial property rights,
Property Rights inventions (whether or not patentable), Application Programming Interface,
software code together with all utility and design, know-how,
specifications, trade names, mask-work rights, trade secrets, moral rights,
author's rights, algorithms, rights in packaging, goodwill, and other
intellectual and industrial property rights, as may exist now and hereafter
come into existence, and all renewals and extensions thereof, regardless
of whether any of such rights arise under the laws of India or of any other
state, country or jurisdiction;
LLP Act shall mean and refer to the Limited Liability Partnership Act, 2008 and all
rules, regulations, circulars, notifications, and office memorandums issued
pursuant to the said statute;
Personal Data shall have the same meaning as ascribed to the term ‘Sensitive Personal
Data or Information’ under the Privacy Rules (as amended from time to
time)
Personnel shall include the Service Provider’s directors, officers, employee(s), and
representative agents(s), sub-agents(s), sub-contractors, consultants and
other manpower resources used or proposed to be used by the Service
Provider for providing Services pursuant to this Agreement;
RBI means the Reserve Bank of India established under the Reserve Bank of
India Act, 1934 of India;
Services shall mean the services provided by the Service Provider to WES BEN
ENTERPRISES PVT LTD as more fully described in Annexure – 1 hereto;
Service Fee means the amounts payable to the Service Provider upon satisfactory
receipt of services by WES BEN ENTERPRISES PVT LTD for which the
amounts payable are as agreed under Annexure – 2 herein;

Any description or definition included in any Annexure hereto are incorporated in this Clause 1
of the Agreement by way of reference without specific inclusion thereof herein.
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2. Interpretation
In this Agreement, unless the context otherwise requires,
a. Unless the context otherwise requires, words importing the singular include the
plural and vice versa, and pronouns importing a gender include each of the
masculine, feminine and neuter genders.
b. Reference to statutory provisions shall be construed as meaning and including
references also to any amendment or re-enactment (whether before or after the
date of this Agreement) for the time being in force and to all statutory instruments
or orders made pursuant to such statutory provisions.
c. The words “directly or indirectly” mean directly or indirectly through one or more
intermediary persons or through contractual or other legal arrangements, and
“direct or indirect” shall have the correlative meanings.
d. The annexures to this Agreement shall form an integral part of: (i) this Agreement
for its understanding, implementation, compliance and interpretation; and (ii) any
payments to be made under this Agreement.

2. SERVICES AND SERVICE FEES

1. Upon the execution of this Agreement, all other agreements, addendums, scope
of works, statement of works, etc., as regards the Services agreed under this
Agreement stand terminated on and from the Effective Date of this Agreement.
2. Pursuant to this Agreement between the Parties, the Service Provider shall
provide the Services. The payment for the said Services will be as per Annexure-
2 and upon submission of invoices by the Service Provider. In case, WES BEN
ENTERPRISES PVT LTD avails the services of the Service Provider for any
other products then the scope of service and fees for that product will be agreed
by way of a separate schedule vide an addendum to this Agreement. The
invoices related to that product or services shall be raised to the designated
officer as may be indicated in the addendum to this Agreement.
3. Service Provider shall deposit GST collected with the exchequer and report the
transaction as B2B on the GST portal. In case GST collected from WES BEN
ENTERPRISES PVT LTD is not deposited by the Service Provider with the
exchequer or in case WES BEN ENTERPRISES PVT LTD is unable to claim the
credit of GST paid by the Service Provider due to the fault of the Service
Provider, WES BEN ENTERPRISES PVT LTD reserves the right to adjust the
amount of GST from subsequent invoice of the Service Provider or recover the
same from the Service Provider along with interest and penalty, if applicable.
4. Mandatory Declaration on Invoice: Service Provider shall submit their invoices
on a periodic basis, and each invoice or its accompanying communication shall
bear a confirmation from the Service Provider of its continuing and complete
compliance with the Circulars, Annexures herein and the covenants agreed in
Clause 4 hereunder, and WES BEN ENTERPRISES PVT LTD Third Party Code
of Conduct as per the terms of this Agreement. The confirmation with each
invoice shall be:
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"This is to confirm that we are wholly in compliance with all Applicable

Law(s), Circulars (as applicable to the Services rendered to WES BEN
ENTERPRISES PVT LTD for which this invoice is raised), WES BEN
ENTERPRISES PVT LTD Third Party Code of Conduct, and the terms of the
Agreement."
Confirmation along with evidence when supplied by WES BEN ENTERPRISES PVT
LTD shall be conclusive evidence of the payment having been made or amounts
settled as per the terms of this Agreement.
5. This Agreement shall commence from the Effective Date and be valid for a
period as mentioned in Annexure-1, unless terminated earlier as per clause 10
hereinbelow. The term of this Agreement can only be extended upon agreement
by both Parties when such agreement is recorded in writing by way of a valid
instrument. Any such further Agreement shall be binding only when in
accordance with the terms of this Agreement.
6. The Service Provider shall ensure and continue to ensure that the Services are
provided to the satisfaction of WES BEN ENTERPRISES PVT LTD on the terms
and conditions mentioned in this Agreement.
7. Service Provider shall provide a regular monthly reportage of the Services, in a
form and manner as required by and to the satisfaction of WES BEN
ENTERPRISES PVT LTD. WES BEN ENTERPRISES PVT LTD may at any point
of time request for an updation of or amendment to the contents of the report or
the format thereof. The report will mandatorily include all the relevant details in
relation to the Services as may be requested by WES BEN ENTERPRISES PVT
LTD from time to time.

3. RBI AUDIT AND COMPLIANCE WITH CIRCULARS

1. The Service Provider hereby agrees, acknowledges and covenants that during
the tenure of this Agreement at all reasonable timings, WES BEN
ENTERPRISES PVT LTD shall subject to providing a 48 hours’ prior notice to the
Service Provider, and RBI shall without providing any prior notice: -
a. have access to all relevant books, accounts, records and information
available with the Service Provider pertaining to the Services; and
b. have the right for continuous off-site/ on-site monitoring, assessment,
inspecting, scrutinizing and auditing of the Service Provider, from time to
time, whether by its internal or external auditors, or by agents appointed
by to act in its behalf and necessary corrective measures shall be
indicated immediately pursuant to such assessmentand the Service
Provider shall in this regard provide full access to its premises, its staff,
equipment, software, records, data and systems relating to the Services.
2. The Service Provider shall at its own cost: (i) maintain comprehensive and
accurate records and supporting documentation in relation to the Services; (ii)
make available promptly to WES BEN ENTERPRISES PVT LTD the results of
any internal or external review or audit of the Service Provider to the extent
relevant to the Services.
3. The Service Provider hereby undertakes to continuously update and keep
appraised the relevant systems/ software/ infrastructure as may be reasonably
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required by WES BEN ENTERPRISES PVT LTD for the due performance of the
Services.
4. The Service Provider shall develop and establish a robust framework for
documenting, maintaining and testing business continuity and recovery
procedures required for its Services, and such business continuity and recovery
plan shall be tested periodically, including at the instance of WES BEN
ENTERPRISES PVT LTD and by WES BEN ENTERPRISES PVT LTD or their
duly appointed contractor or consultant for such testing of the business continuity
and recovery plan and systems. The Parties may also consider occasional joint
testing and recovery exercises, along with their respective service providers, if
any.
5. The Service Provider shall allow WES BEN ENTERPRISES PVT LTD to review
the financial and operational conditions of the Service Provider to assess its
ability to continue to provide Services, as per LTF’s requirement. Upon the
outcome of such review, WES BEN ENTERPRISES PVT LTD shall, at its
discretion, continue or terminate the Agreement.

4. DATA PROTECTION AND INFORMATION SECURITY

1. The Service Provider shall comply with all requirements in relation to Data
Protection Laws and information security requirements as stipulated in Annexure
3 to this Agreement. The Parties shall (and shall procure that its personnel shall)
comply with all applicable Data Protection Laws and such compliance shall
include, but not be limited to, maintaining a valid and up to date registration or
notification (where applicable) under the Data Protection Laws. The Parties shall
be in compliance with various technology standards/ requirements on
cybersecurity stipulated by RBI or other agencies, or as may be specified from
time to time, to the extent applicable to the providing of the Services.
2. The Parties agree with regards to Personal Data that they shall (a) Treat it as
absolutely confidential; (b) Prevent unauthorized or unlawful processing of any
Personal Data; (c) Protect any Personal Data against accidental loss, destruction
or damage; and (d) Ensure the reliability of its employees/contractor having
access to the Personal Data.

5. Information Security
o Either Party recognizes, accepts and agrees that the Information provided or
disclosed by WES BEN ENTERPRISES PVT LTD or obtained by the Service
Provider, its staff, its sub -contractors, including WES BEN ENTERPRISES
PVT LTD practices and trade secrets, which may be communicated to the
Service Provider and/or its staff may be privy under or pursuant to this
Agreement and / or in the course of performance of the Service Provider's
obligations under this Agreement shall be treated as absolutely confidential and
the Service Provider hereby irrevocably agrees and undertakes and ensures that
the Service Provider, all its staff , its sub-contractors shall keep the same as
secret and confidential and shall not disclose the same, at all in whole or in part
to any person or persons (including legal entities) at any time or use nor shall
allow the Information to be used for any purpose other than as may be necessary
for the due performance of Services and the Service Provider’s Obligations
hereunder.
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o Either Party represents and warrants that it has put in place and effectively
operates an adequate information security management system, commensurate
with the size and nature of operations including necessary security measures,
policies, procedures and checks including but not limited to those required by the
Applicable Laws, including Data Protection Laws and other applicable legal and
regulatory stipulation.
o Either Party shall inform the other Party about any breach of this Agreement
(including breach of provisions relating to information security).
o Either Party shall before outsourcing any part of its services to a third party a)
give notice on best effort basis of such delegation to the other; and b) ensure that
such third party is of a good standing and has adequate system to protect
interest of the other including but not limited to having security system.
o Either Party shall be responsible and liable to the other for breaches if any by its
subcontractors.

6. SERVICE PROVIDER COVENANTS

1. The Service Provider shall ensure that the Services are performed in compliance
with all Applicable Laws and will be conducted in a courteous and business-like
manner. The Service Provider shall ensure that at no point of time the Services
are performed in a manner which is detrimental to the image, integrity, or
reputation of WES BEN ENTERPRISES PVT LTD.
2. The Service Provider shall employ the same standard of care and diligence in
performing the Services as is expected to be employed by WES BEN
ENTERPRISES PVT LTD, if the activities were conducted by WES BEN
ENTERPRISES PVT LTD and not outsourced to the Service Provider.
Accordingly, the Service Provider shall not engage in any activity which shall
compromise or weaken the reputation of WES BEN ENTERPRISES PVT LTD.
3. The Service Provider shall abide by all the Circulars, and from time-to-time
update WES BEN ENTERPRISES PVT LTD confirming their compliance with the
said Circulars.
4. In providing the Services, the Service Provider shall: (i) ensure that all members
of its staff working in connection with the Services comply with all security, safety
and other site policies as are notified to the Service Provider by WES BEN
ENTERPRISES PVT LTD from time to time; and (ii) upon WES BEN
ENTERPRISES PVT LTD request, replace any member of its staff with another
acceptable to WES BEN ENTERPRISES PVT LTD, and (iii) the Service Provider
shall, should WES BEN ENTERPRISES PVT LTD so direct, ensure that there is
regular rotation of its staff engaged by it under this Agreement so that no staff
shall be engaged under this Agreement on any work related to WES BEN
ENTERPRISES PVT LTD above or over a period as may be specified by WES
BEN ENTERPRISES PVT LTD.
5. The Service Provider to clearly inform its staff that they will have no claim
whatsoever on WES BEN ENTERPRISES PVT LTD and shall not raise any
industrial dispute, either directly or indirectly, with or against WES BEN
ENTERPRISES PVT LTD, in respect of any of their service conditions or
otherwise. It is the sole responsibility of the Service Provider to provide all
statutory benefits to its staff as per the Applicable Laws and to adhere to all
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statutory requirements and Applicable Laws which shall include, but not be
limited to, the Employees’ State Insurance Act 1948, the Employees’ Provident
Funds & Miscellaneous Provisions Act, 1952 and their applicable rules, and such
other laws, regulations and guidelines as applicable to the Service Provider.
6. Compliances:
(a) Environmental, Social and Governance: (i) The Service Provider shall at all
times uphold human rights and fundamental rights and not discriminate against
anyone based on gender, sex, race, caste, creed, age, disability etc.; (ii) the
Service Provider agrees and undertakes to act, to the extent and as applicable,
in compliance and consistent with the “Client’s Code of Conduct” as provided on
the official website of Client, and as may be amended from time to time by WES
BEN ENTERPRISES PVT LTD, in the manner and to the satisfaction of WES
BEN ENTERPRISES PVT LTD, and applicable laws of the jurisdiction of the
Service Provider; (iii) the Service Provider understands that compliance with as
provided under this clause is essential to the terms of the Agreement.
(c) The Service Provider shall ensure that the Services are performed in compliance
with all Applicable Laws and will be conducted in a courteous and business-like
manner. The Service Provider shall ensure that at no point of time the Services
are performed in a manner which is detrimental to the image and reputation of
WES BEN ENTERPRISES PVT LTD.
(d) If applicable, the Service Provider shall ensure that the Services relating to cash
management or reconciliation of transactions or other reconciliations are carried
out in timely manner and submitted to WES BEN ENTERPRISES PVT LTD.
7. The Service Provider shall represent and clearly indicate to all third parties, including
without limitation the Customers of WES BEN ENTERPRISES PVT LTD (as may be
applicable), that they are an independent contractor who has entered into a contractual
arrangement with WES BEN ENTERPRISES PVT LTD and therefore have the authority
to perform the Services. Accordingly, it should be clarified that all actions are
independent actions of the Service Provider. Further the Service Provider is not being
provided any authority to make any commitments or representations on behalf of WES
BEN ENTERPRISES PVT LTD. The Service Provider shall act within the limited rights
given by WES BEN ENTERPRISES PVT LTD under this Agreement or under specific
written authority and within framework of the Applicable Laws and shall not act beyond
the permitted authority.
8. The Service Provider shall not portray, or permit any person to portray it, as being
authorised to bind WES BEN ENTERPRISES PVT LTD in any way or be entitled to
enter into any negotiations on behalf of WES BEN ENTERPRISES PVT LTD, or to bind
WES BEN ENTERPRISES PVT LTD in any way or enter into settlements on behalf of
WES BEN ENTERPRISES PVT LTD or act in their name.
9. Service Provider shall be liable and/or responsible for any act of omission or
commission, including but not limited to, negligence, misrepresentation, violence,
threats, coercion, harassment, false/misleading representation etc., on the part of the
Service Provider or Personnel during performance of their functions or rendering
Services under this Agreement. Actions, if any, initiated by third parties against WES
BEN ENTERPRISES PVT LTD with respect to the above matters, shall be defended by
the Service Provider at its own cost.
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10. Service Provider shall promptly inform WES BEN ENTERPRISES PVT LTD of any
notice received by the Service Provider pursuant to the provisions of the IBC or the filing
of an application for initiation of insolvency process under the IBC.
11. The Service Provider hereby confirms and agrees that WES BEN ENTERPRISES PVT
LTD may conduct a credit bureau (e.g. TransUnion CIBIL Limited) search to obtain
information regarding the credit standing of the Service Provider as and when deemed
appropriate by WES BEN ENTERPRISES PVT LTD.
12. If deemed necessary by WES BEN ENTERPRISES PVT LTD, to comply with the
applicable laws and regulations, and as deemed required to protect the brand of WES
BEN ENTERPRISES PVT LTD, WES BEN ENTERPRISES PVT LTD may at its
discretion mandate the Service Provider, at Service Provider's cost and expense, to
obtain necessary and identified trainings and compliances in order to have effective
oversight, or to conduct necessary diligence and manage risk. If the Service Provider is
unable to procure the necessary training as agreed in this clause, WES BEN
ENTERPRISES PVT LTD shall, in such form and manner as it may deem fit, assist the
Service Provider to enhance its quality, professional effectiveness and performance
standard by providing ongoing training to the Personnel engaged by the Service
Provider in relation to the Services. Such training will include but not be limited to issues
like non-solicitation of the defaulting Parties, reasonable calling hours sensitivity and
privacy and confidentiality of the information of defaulting Parties. WES BEN
ENTERPRISES PVT LTD shall extend such other help from time to time as WES BEN
ENTERPRISES PVT LTD may deem necessary for the Services.
13. The Service Provide covenants that the Services shall be performed as per the below
parameters:
a. It shall record the content of the calls made by it to the Customer and vice versa.
b. It shall handle with care and shall act responsibly, particularly with aspects like
privacy of the information of the Customer, reasonable hours of calling etc.
c. It shall establish a robust framework for business continuity and recovery
procedures so that in no event WES BEN ENTERPRISES PVT LTD would suffer
due to disruptive scenarios caused by the Service Provider’s inabilities that could
affect smooth functioning of WES BEN ENTERPRISES PVT LTD business.
d. It shall ensure that it provides the highest quality of service while dealing with the
Customer, including but not limited to timely reports of the Services provided to
show the performance and end-to-end processes of the Service Provider. The
Service Provider shall follow the guidelines indicated by WES BEN
ENTERPRISES PVT LTD for the purpose of carrying out the terms of this
Agreement. The Service Provider confirms that the checklist for the same has
already been provided and outlined by WES BEN ENTERPRISES PVT LTD.

14. REPRESENTATION AND WARRANTIES OF PARTIES

1. Each Party represents and warrants that:
a. They are duly organized, validly existing and in good standing under the
laws of India, with full power and authority to execute, deliver and perform
this Agreement.
b. This Agreement when executed by the Parties hereto, shall constitute the
valid and legally binding obligation on both the Parties, enforceable in
accordance with its terms.
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c. They shall comply with all Applicable Laws and regulations in the exercise
and performance of its duties and obligations under this Agreement.
d. That the person executing this Agreement is authorized to do so, on their
respective behalf.
2. The Service Provider represents and warrants that:
a. It has the necessary skill, knowledge, experience, expertise, adequate
capital and competent Personnel, system and procedures, infrastructure,
and capability to perform its obligations in accordance with the terms of
this Agreement and to the satisfaction of WES BEN ENTERPRISES PVT
LTD.
b. The execution of this Agreement and performance of obligations
hereunder do not and shall not violate, commit breach and / or
contravene any conditions of any other agreement entered with any other
party.
c. it has paid all statutory dues and wages to its employees and under no
circumstances shall WES BEN ENTERPRISES PVT LTD be liable under
this Agreement for making any payment to the Service Provider or its
employees or agents which is not as provided for in Annexure-2 of this
Agreement.
d. There are no litigations, arbitrations, or administrative proceedings of or
before any court, arbitral body or agency which have been started or
threatened against the Service Provider or its assets, which would
impede or prevent the Service Provider into entering into this Agreement
or providing the Services as agreed in this Agreement.
e. No corporate action has been taken by the Service Provider nor have any
other steps been taken or legal proceedings been started or threatened
against the Service Provider for its winding-up, dissolution, administration,
or reorganization or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of the Service Provider or
of any or all of its assets or revenues.
f. No application for initiation of proceedings under the IBC have been filed
in relation to the Service Provider and there exists no default with any
operational creditor or otherwise of the Service Provider.
g. The Service Provider has necessary licenses and approvals under
Applicable Laws for the purpose of providing Services to WES BEN
ENTERPRISES PVT LTD. It has complied with and obtained all
necessary permissions / licenses / authorizations under the central, state
and local authorities and obtained all required permissions / licenses for
carrying out its obligations and duties under this Agreement and shall
keep the same valid by renewing them from time to time as required
under the Applicable Laws.
h. It has not committed any offence in the past which would disentitle it from
being a Service Provider. The Service Provider further declares that it is
not involved directly or indirectly in any complaint, case, dispute, or
proceeding/s, whether civil or criminal, with any person/s, authorities in
connection with any matter.
i. It has the power to appoint Personnel and is in compliance with all
Applicable Laws in relation thereto.
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15. CONFIDENTIALITY
1. The confidentiality obligations agreed herein shall survive the expiration or early
termination of this Agreement. The Parties shall maintain and protect each
other’s Confidential Information with the same standard of care and protection,
as it extends to its own information, and especially the information of or in
relation to the Customers, and not disclose the same to any third party, or directly
or indirectly use the same or permit the same to be used, for any purpose other
than performing the obligations undertaken in this Agreement. Service Provider
shall ensure that the consents of Customers as per Applicable Law and Circulars
is obtained prior to procuring the Customers Confidential Information from the
said Customers or sharing the same with WES BEN ENTERPRISES PVT LTD.
Either Party disclosing Confidential Information shall ensure that the person
receiving Confidential Information is/are bound by confidentiality obligations of a
similar standard to that agreed in this Agreement. Confidential Information shall
have the same standard whether the same is disclosed by the Parties, Personnel
or the employees and authorised representatives of the Parties. The Service
Provider shall ensure regular monitoring of its security practices and shall be
solely responsible for the leak of Confidential Information. Any breach in the
security practices of the Service Provider shall be immediately notified to WES
BEN ENTERPRISES PVT LTD. The Service Provider shall destroy, return or
confirm such destruction of all Confidential Information including Customers
Confidential Information upon termination of the Services or as may be directed
by WES BEN ENTERPRISES PVT LTD. However, the Service Provider shall
retain copy of necessary information required by law post termination of this
Agreement. If either Party is required by law or regulation to disclose the
Confidential Information of the other Party, such Party shall promptly notify the
other Party.
2. The Service Provider shall, in respect of Confidential Information and Customer’s
Confidential Information:
a. comply with the data protection guidelines mentioned in Annexure 3 and
any request made or direction given by WES BEN ENTERPRISES PVT
LTD, including in connection with the requirements of any Data Protection
Laws;
b. not do or permit anything to be done which might jeopardize or
contravene the terms of any registration, notification or authorization
under any Data Protection Laws applicable to WES BEN ENTERPRISES
PVT LTD;
c. segregate all WES BEN ENTERPRISES PVT LTD Confidential
Information and Customer Confidential Information from its own data and
from any data of its other customers or clients;
d. take all reasonable steps to ensure the reliability of the Personnel
engaged by the Service Provider which will have access to any
Confidential Information and Customer’s Confidential Information and
ensure that any Personnel requiring access to any Confidential
Information and Customer’s Confidential Information is duly bound as per
the confidentiality obligations agreed herein; and
e. at the Service Provider’s cost implement all suggestions by WES BEN
ENTERPRISES PVT LTD to ensure that the level of protection provided
for Confidential Information and Customer’s Confidential Information is in
accordance with this Agreement and the Data Protection Laws and
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comply with any request made or direction given by WES BEN

ENTERPRISES PVT LTD in connection with any Data Protection Laws.

16. INTELLECTUAL PROPERTY RIGHTS

1. At all times, WES BEN ENTERPRISES PVT LTD shall retain exclusive
ownership, right and title to its Intellectual Property. Nothing in this Agreement
shall give any right, interest and/or entitlements to the Service Provider to use the
Intellectual Property of WES BEN ENTERPRISES PVT LTD without the prior
written consent of WES BEN ENTERPRISES PVT LTD. The Service Provider
shall not in any manner whatsoever tamper, cause any loss or damage to the
Intellectual Property of LTF. The Intellectual Property of LTF shall include but not
be limited to the brands, brand-names, logo, trademark, copyright, any
proprietary material which may be provided by WES BEN ENTERPRISES PVT
LTD to the Service Provider for enabling Service Provider in providing its
Services (except any third party content, in which case WES BEN
ENTERPRISES PVT LTD Intellectual Property rights shall be limited to the extent
granted by such third party).
2. Each Party acknowledges and accepts that it has no rights whatsoever in respect
of any Intellectual Property Rights owned or used by the other Party from time to
time, and it shall not (nor permit any other Party to) modify, edit, create
derivations of, enhance or copy any of the other Party’s materials, nor, to the
extent permissible at law, reverse engineer, decompile or disassemble any
software within the other Party’s materials or modify, remove or obscure any
copyright notice, trademark or other notices placed by such other Party on or in
their respective materials, the Service Provider Materials or deliverables. Nothing
in this Agreement is intended to convey or transfer any right, title or interest in the
Intellectual Property of either Party in favour of the other Party.

17. INDEMNITY AND LIABILITY

1. The Service Provider shall, forthwith indemnify WES BEN ENTERPRISES PVT
LTD and each of its officers, directors, employees and its attorneys,
representatives, agents, sub-agents against any and all losses, liabilities,
obligations, damages, sanctions, penalties, actions, proceedings, judgments,
suits, costs, expenses (including, without limitation, reasonable attorneys’ fees),
fines, penalties, demands and claims of any kind or nature whatsoever, arising
from (a) any breach of terms of this Agreement by the Service Provider; (b) any
claims made by any third parties, regulators or government upon WES BEN
ENTERPRISES PVT LTD; (c) any claim on account of an alleged breach of
confidentiality and security of data occurring as a result of acts of omissions or
commission of the Service Provider and/or the Personnel; (d) any claim occurring
on account of misuse or negligent application, misuse of systems, failure to
follow established procedure by the Service Provider and/or the Personnel; (e)
any breach of the representations, warranties or covenants in this Agreement by
the Service Provider and/or the Personnel; and (f) any violations of Applicable
Laws or any third party's rights by the Service Provider.
2. In the event that WES BEN ENTERPRISES PVT LTD or its employees,
directors, official, promoters and other constituents are made party to any claim,
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liability, investigation or proceeding, whether civil or criminal, then the Service

Provider shall take all possible actions to:
a. exclude and delete the name of WES BEN ENTERPRISES PVT LTD or
its constituents;
b. withdraw the charges/ proceedings against WES BEN ENTERPRISES
PVT LTD or its constituents; and
c. take all steps to represent and defend WES BEN ENTERPRISES PVT
LTD or its constituents in such proceedings.

18. TERMINATION, SUSPENSION, PENALTIES AND DAMAGES

1. This Agreement may be suspended or terminated for the following occurrences,
events or assessments as per the terms for the termination of this Agreement:
a. Unless extended, upon the expiry of the term of this Agreement;
b. Breach of terms of the Agreement by the Service Provider;
c. if the Service Provider is unable to carry out the Services in accordance
with the standards established by WES BEN ENTERPRISES PVT LTD or
fails to perform and observe any of its obligations within a specified
timescale or agreed critical date;
d. The Services provided herein are below the standards or parameters
agreed between WES BEN ENTERPRISES PVT LTD and the Service
Provider as per Clauses 2 of this Agreement;
e. Occurrence of an incident of force majeure as per clause 12 hereunder;
f. If the other Party makes an assignment for the benefit of creditors,
becomes subject to a bankruptcy proceeding, is subject to the
appointment of a receiver, or admits in writing its inability to pay its debts
as they become due. Either Party may further terminate this Agreement
immediately by written notice if any event occurs which leads one of the
Parties to reasonably conclude that any of the events mentioned in this
clause is likely to occur, or any event or proceeding is taken, with respect
to the other Party which in any jurisdiction to which it is subject has an
effect equivalent or similar to any of the events mentioned in this clause;
g. If there is a direction or communication in any manner from the regulator
of WES BEN ENTERPRISES PVT LTD or the Service Provider;
h. If the Service Provider is in breach of Applicable Laws.
i. WES BEN ENTERPRISES PVT LTD shall give thirty (30) days written
notice to other Party to terminate this Agreement, without being liable to
assign any reason for the same, and the Service Provider shall give
ninety (90) days’ notice to terminate this Agreement, unless in relation to
10.1(g) above.
2. Obligations of the Service Provider upon termination or expiry
a. The Service Provider undertakes to complete all pending assignments
being performed/to be performed by it for WES BEN ENTERPRISES PVT
LTD hereunder prior to such termination and continue to perform all the
Services of a continuous nature till the termination becoming effective;
b. The Service Provider agrees to co-operate with and assist WES BEN
ENTERPRISES PVT LTD in order to facilitate the migration of the
Services to LTF or another provider and to minimise any disruption to
WES BEN ENTERPRISES PVT LTD business and affairs; and
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c. The Service Provider agrees to within 7 (seven) days, deliver to WES

BEN ENTERPRISES PVT LTD all Confidential Information in its
possession or under its control and either: (a) return to LTF all copies of
Confidential Information its possession, custody or control; or (b) destroy
all copies of such Confidential Information and certifying to WES BEN
ENTERPRISES PVT LTD that the same has been done;
d. The Service Provider shall be liable for continuing to provide the Services
under this Agreement until the last date of the notice period and shall be
discharged upon written communication to this effect by WES BEN
ENTERPRISES PVT LTD.
3. In the event, WES BEN ENTERPRISES PVT LTD receives a Customer
complaint in relation to the Service Provider, then without limiting its other rights
or remedies, WES BEN ENTERPRISES PVT LTD may: (i) procure alternative
services from a third party at the Service Provider’s cost until the Customer
grievance is remedied/ redressed; and/or; (ii) require the Service Provider to pay
a reasonable amount as required by WES BEN ENTERPRISES PVT LTD to
address the Customer grievance as Customer redressal fees within 3 (three)
days of demand by WES BEN ENTERPRISES PVT LTD; and/or (iii) require the
Service Provider to execute an addendum / amendment to the Agreement;
and/or (iv) terminate this Agreement forthwith by a written notice.
4. Damages Payable to WES BEN ENTERPRISES PVT LTD: In the event WES
BEN ENTERPRISES PVT LTD determines, or is in the process of determining,
that the Service Provider’s acts or omissions have been or are in the breach of
any of the terms, covenants or obligations agreed herein, including without
limitation, confidentiality, indemnity, information security, adherence to code of
conduct, Circulars or Applicable Laws, WES BEN ENTERPRISES PVT LTD can
take the following actions in addition to any other claims and amounts
recoverable or payable from the Service Provider:
a. Withhold payment of the Fees or deduct from the Fees an amount which
WES BEN ENTERPRISES PVT LTD reasonably considers appropriate;
b. in case the Services are suspended, then WES BEN ENTERPRISES
PVT LTD shall have the right to recover from the Service Provider any
excess amounts paid to the other service provider for such period of
suspension.
The Service Provider acknowledges and agrees that any deductions made by
WES BEN ENTERPRISES PVT LTD pursuant to this Clause are a genuine pre-
estimate of the loss WES BEN ENTERPRISES PVT LTD is likely to suffer from
the Service Provider’s failure to abide by this Agreement or of claims assessed or
deemed to be upcoming against WES BEN ENTERPRISES PVT LTD from any
third party.
5. Penalty on Deficiency in Services: Notwithstanding anything contained in this
Agreement, if the Service Provider does not or is unable to carry out the Services
in accordance with the standards established by WES BEN ENTERPRISES PVT
LTD or fails to perform and observe any of its obligations within a specified
timescale or agreed critical date, then, without limiting any other rights or
remedies available to WES BEN ENTERPRISES PVT LTD, WES BEN
ENTERPRISES PVT LTD may do any or all of the following:
a. suspend/withhold payment of the Fees;
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b. deduct from Fees an amount which WES BEN ENTERPRISES PVT LTD
reasonably considers appropriate, or levy an amount of penalty as
determined be WES BEN ENTERPRISES PVT LTD to be reasonable
considering the nature of violation and deficiency by the Service Provider;
c. procure services of a substantially similar nature to the Services from one
or more third parties at the Service Provider’s cost.
d. The Service Provider acknowledges and agrees that any deductions
made by WES BEN ENTERPRISES PVT LTD pursuant to this Clause are
a genuine pre-estimate of the loss LTF is likely to suffer from the Service
Provider’s failure to provide the Services in accordance with the
requirements of this Agreement.

11. GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law: This Agreement shall be governed by, subject to and construed
in accordance, with the laws of India all matters arising from this Agreement.
2. Dispute Resolution:
a. The Service Provider agrees and accepts that damages may not be an
adequate remedy for the unauthorised breach of proprietary and
Confidential Information of WES BEN ENTERPRISES PVT LTD, and
WES BEN ENTERPRISES PVT LTD may pursue injunctive or any other
remedies available under Applicable Laws.
b. In the event a dispute or difference arises in connection with the
interpretation or implementation of this Agreement, the Parties to the
dispute shall attempt in the first instance to amicably resolve such dispute
through mutual consultations. If the dispute is not resolved within 30
(thirty) days from the date of commencement of discussions or such
longer period as the Parties agree in writing, then a Party may refer the
dispute to arbitration.
c. The Parties shall submit all disputes and differences howsoever arising
out of or in connection with this Agreement to arbitration by 1 (one)
arbitrator appointed by WES BEN ENTERPRISES PVT LTD and all
matters in the arbitration shall be governed by the Arbitration and
Conciliation Act, 1996.
d. The arbitration proceedings shall be in English, and the venue of
arbitration shall be at the place where the Agreement is executed or such
other place that WES BEN ENTERPRISES PVT LTD may decide. The
award of the arbitration proceedings will be final and binding on both
Parties to the Agreement.

12. MISCELLANEOUS
1. Sub-Contractor: Subject to approval by WES BEN ENTERPRISES PVT LTD,
the Service Provider can subcontract its responsibilities regarding the Services
as contained in this Agreement to any agent, sub-agent or sub-contractor and the
Service Provider shall continue to be wholly responsible for all acts and
omissions of its contractors, sub-contractors or agents. The Service Provider
shall provide a list of sub-contractors to be engaged by it for the Services herein
at the start of every quarter or in case any change in the sub-contractor or agent,
for prior approval of WES BEN ENTERPRISES PVT LTD, alongwith details of
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the services sub-contracted, to enable WES BEN ENTERPRISES PVT LTD to

monitor and assess the activities of the sub-contractor. Further, the Service
Provider shall make requisite arrangements with the sub-contractor to enable
WES BEN ENTERPRISES PVT LTD or RBI to inspect/audit with reasonable
notice the books, records and information of the sub-contractor in relation to its
performance of services under this Agreement.
2. Entire Agreement: This Agreement constitutes the entire agreement and
understanding between the Parties with respect to the subject matter herein and
supersedes all prior agreements and understandings, except to the extent that
any standards of delivery or performance have been agreed or discussed
between the parties, whether before or after entering into this Agreement. Any
amendment, waiver or execution of a counterpart of this Agreement, should be in
writing, and including this Agreement, amendment, waiver or counterpart could
be electronically executed as agreed between the Parties herein.
3. Survival: All obligations of the Parties as agreed in Clause 7 (Confidentiality),
Clause 8 (Intellectual Property Rights), Clause 9 (Indemnity and Liability), Clause
10 (Termination, Suspension and Damages) and Clause 11 (Governing Law and
Dispute Resolution) shall survive the termination or expiry of this Agreement.
4. Further Actions: The Parties shall do or cause to be done such further acts,
deeds, matters and things and execute such further documents and papers as
may reasonably be required to give effect to the terms of this Agreement.
5. Notice to third Parties: WES BEN ENTERPRISES PVT LTD shall provide the
details of the Service Provider to the third parties including the telephone
numbers of the Service Provider, as applicable and necessary.
6. Relationship between Parties: The Parties to this Agreement are independent
contractors and nothing in this Agreement shall make them joint ventures,
partners, employees, agents or other representatives of the other Party hereto.
Neither Party shall make any representation that suggests otherwise. The
Agreement is being executed on principal-to-principal basis. No employee of the
Service Provider shall be deemed to be an employee of WES BEN
ENTERPRISES PVT LTD for any purpose whatsoever. In conformance with and
without limitation on any application of the foregoing statement, Service Provider
shall be solely responsible for payment of compensation and any other costs to
its employees including any amounts that may be due as prevailing wages,
Employees’ State Insurance, bonus under all Applicable Law to its employees.
7. Force Majeure: The Service Provider shall neither be deemed in default
hereunder, nor shall be held responsible for, any cessation, interruption or delay
in the performance of the Services hereunder due to earthquake, flood, fire,
storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike,
lockout, or boycott, epidemic or pandemic, provided that the Service Provider (i)
shall have given the WES BEN ENTERPRISES PVT LTD written notice thereof
promptly and, in any event, within five (5) days of discovery thereof and (ii) shall
take all steps reasonably necessary under the circumstances to mitigate the
effects of the force majeure event upon which such notice is based; provided
further, that in the event a force majeure event described in this Agreement
extends for a period in excess of thirty (30) days in the aggregate in the duration
of this Agreement, WES BEN ENTERPRISES PVT LTD may terminate this
Agreement.
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8. Assignment: The Service Provider shall not assign or transfer this Agreement or
part of this Agreement or any rights or obligations there under to or for the benefit
of any third party without WES BEN ENTERPRISES PVT LTD prior written
consent. Any assignment without such consent shall be null and void. WES BEN
ENTERPRISES PVT LTD may without the consent of the Service Provider,
assign all or any part of its rights and benefits hereunder or transfer or novate all
or part of its rights, benefits and obligations hereunder to any person, at any time
in accordance with the provisions herein, and while so assigning, transferring, or
novating, WES BEN ENTERPRISES PVT LTD may reserve to it a right to
proceed against the Service Provider on behalf of the assignee or transferee.
9. Notices: Any notice, direction or instruction given under this Agreement shall be
in writing and delivered by hand delivery, electronic mail, registered post
acknowledgement due and any reputed courier to the below mentioned
addresses of the Parties or to such other address as a Party notifies to other in
writing, from time to time. Notice will be deemed given (i) in the case of hand
delivery on delivery; (ii) in case of electronic mail, on having been sent (ii) in case
of registered post acknowledgement due in 7 (seven) calendar days after
posting; (iii) in case of courier in 3 (three) calendar days after posting. Provided
that in case of the date of receipt not being a business day, notice shall be
deemed to have been received by the receiving Party on the next business day.
Notices under this Agreement are to be sent to WES BEN ENTERPRISES PVT
LTD at its corporate office address and Service Provider at its address provided
in Annexure-1.

10. Waiver: No waiver of any provision or of any breach of this Agreement shall
constitute a waiver of any prior, concurrent or subsequent provisions or breach of
provisions hereof, and no waiver shall be effective unless it is made in writing
and is signed by an authorized representative of the waiving Party. The waiver or
failure of to exercise in any respect any right provided for in this Agreement shall
not be deemed a waiver of any further right under this Agreement.
11. Severability: In the event that any part of this Agreement shall be held by a court
of competent jurisdiction to be unlawful or otherwise unenforceable, under any
present or future Applicable Laws, and if the rights or obligations under this
Agreement of the Parties shall not be materially and adversely affected thereby,
the remainder of this Agreement shall remain in full force and effect to the
maximum extent possible.
12. Amendment: No variation or amendment of this Agreement shall be binding on
any Party unless such variation or amendment is in writing and signed by each
Party. The Parties may upon the concurrence of WES BEN ENTERPRISES PVT
LTD choose to extend the Services as per this Agreement, including extending
its term, by way of executing an addedum/amendment of this Agreement, which
shall not vary any other rights of the Parties agreed herein except to the extent
expressly agreed in writing in such addendum.
13. Counterparts: This Agreement or an Amendment may be executed in any
number of counterparts, which taken together shall constitute one and the same
instrument and be an original. The delivery of signed counterparts by electronic
mail in “portable document format” (“.pdf”) shall be as effective as signing and
delivering the document in person.
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ANNEXURE 1 – DETAILS OF SERVICE PROVIDER AND THE SERVICES

I. Details of Service Provider
Name of Service Er.T.Sekar
Provider
Address of the No – 13-F/799, M.I.M Trade Centre Complex, Jegeer Ushan Street, 60
Service Provider Feet Road, Kumbakonam, Thanjavur, Tamil Nadu, 612001

Constitution of the Company ☐ LLP ☐

Service Provider Partnership ☐ Proprietorship ☐
Date of Execution: 16.11.2010
Place of Execution: Kumbakonam
Term of Agreement: [2/3] Years from the Date of Execution of this Agreement

PAN of Service CPQPS3265E

Provider:

II. Details of Services and Performance Standards

The Service Provider shall on receiving instructions from the Company, conduct visit of the
project/property for Valuation purposes, and shall do the following:
1. Visit the site of the project/property personally and provide Valuation Report to the
Company pertaining to the property. While doing so the Service Provider shall do the
following;
a) Verify the project/property with the documents provided, make note of actual
measurement, its boundaries, and the schedule;

b) Verify the plan and the approved date of the plan, validity of the plan, approving
authority mentioned on the plan and confirm plan’s genuineness’;

c) Ensure that plan and property schedule is matched with all respect including
property No., Survey no. __________, Village, etc and compare the same with
the estimate and the property document provided by the Company;

d) Make note of the development of the surrounding area, proximity to all civic
amenities.
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i) Take photographs of the property (front elevation, exterior - preferably

with name & property no., interior of the property and interiors in case of
ready flats/ ready houses/LAP).
ii) Verify whether there are any disputes/litigation against the property (by
oral enquiry either with the loan applicant or the neighbors, have a
detailed eye for boards reflecting the Court case no. etc).
iii) Verify all other matters relevant to property.
iv) And verify all other matters required to confirm that the title holder is a
bonafide owner and the property belongs to him/her.

e) Prepare and provide the valuation report to LTF, which shall include the following:
i) Name of the Applicant/s, File No.
ii) Name of the present titleholder
iii) Date of the visit
iv) Location of the property
v) Plan details:
 Approving Authority
 Approval No.
 Validity
 Approved area

vi) Site Development:

 Approach Road
 Water supply and sanitary facilities
 Electricity
 Others
vii) Total cost of the Property: (In case of site + construction) provide
separate costs.
viii) Government Index Value.
ix) Prevailing market value.
x) Sale agreement value (In case of purchase).
xi) Stage of construction (In case of construction loan) and pending work.
xii) Quality of the construction and are materials used as per the estimate
provided to the Company, wall, flooring, roofing, interior works.
xiii) Distance of the property from the branch along with the route sketch from
the Branch or from nearby identifiable main road.
xiv) Exact residual age of the property, life expectancy and details description
of the property.
xv) Proximity to civic amenities and location.
xvi) Percentage of deviations – permissible & non-permissible.
xvii) Valuators recommendations, remarks, additional information if any and
technical certificate along with colored photographs with different angles
clearly depicting the stage of construction/completion, etc.
xviii) Provide the sketch of the property reflecting the approach to the site.

f) The valuation report shall contain the following certifications:

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i) The statement of facts presented in the Valuation Report are correct to the best of
Service Provider’s knowledge;
Amount
Consideration Rs.

Valuation report fees 1500 + GST

ii) The Service Provider has no (or if so, a specified) interest in the subject property;
iii) The Service Provider has made a personal inspection of the property.

ANNEXURE 2 – SERVICE FEE

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ANNEXURE 3 – MANDATORY COMPLIANCES BY SERVICE PROVIDER

PART A - CODE OF CONDUCT

The Service Provider shall abide by the below mentioned Code of Conduct:
1. Service Provider must properly supervise business carried on by the representative and
authorized person and take reasonable steps to ensure that representative and other
employees of the Service Provider shall comply with the provisions of this Code and
other relevant terms in the Amendment.
2. Service Provider must exercise due skill, care and diligence while delivering the
Services.
3. Service Provider shall be polite while interacting with the Customer/s. Affability shall be
maintained even under provocation. A professional distance shall be maintained while
communicating with the Customer/s and no obstruction to the Customer/s’s movement
shall be made.
4. In case of communication over phone calls, the Customer/s shall be wished at the time
of day (Good Morning / Good Afternoon etc.). The call shall be closed by thanking the
Customer/s and wishing him/her a good day.
5. In case of visit, permission shall be taken before entering house. Details may be taken
from the doorstep if not allowed inside the house, but the same shall be recorded in
report. The handwriting of Service Provider shall be legible and readable.
6. Service Provider shall look neat and clean. They shall be in a presentable form and shall
show identity card to the applicant prior to starting the conversation. They shall carry
identity card all the times when on official work.
7. Customer/s shall always be addressed with the last name prefixed by Mr. / Ms. as
appropriate and shall desist from indulging in baseless and loose talk.
8. To the extent possible, talk in the language which is most comfortable to the Customer/s.
Service Provider shall keep the conversation limited to business matters.
9. If there are questions about WES BEN ENTERPRISES PVT LTD or its products are
sought by the Customer/s, it shall be referred to LTF by giving contact details of WES
BEN ENTERPRISES PVT LTD.
10. Service Provider must not accept an engagement to act in conflict of interest with WES
BEN ENTERPRISES PVT LTD.
11. Consumption of alcohol and/ or drugs by the authorized person of Service Provider
during working hour is strictly prohibited.
12. Employees are expected to follow the principles and sense of decorum as required by
the Code in letter and spirit.
13. Service Provider must communicate the report to WES BEN ENTERPRISES PVT LTD
as soon as practicable.
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14. Service Provider is strictly prohibited to interact with media in order to pro-actively
manage our reputation in the media and within the corporate world and to ensure
consistency of messages.
15. The Service Provider are properly trained to handle their responsibilities with care and
sensitivity.
16. The Service Provider shall adhere to extant instructions on Fair Practices Code for
NBFCs amended from time to time as also their own code for collection of dues and
repossession of security.
17. The Service Provider shall refrain from action that could damage the integrity and
reputation of the NBFC and that they observe strict customer confidentiality.
18. The Service Provider shall not resort to intimidation or harassment of any kind, either
verbal or physical, against any person in their debt collection efforts, including acts
intended to humiliate publicly or intrude upon the privacy of the debtors' family members,
referees and friends, sending inappropriate messages either on mobile or through social
media, making threatening and/or anonymous calls for recovery of overdue loans,
making false and misleading representations, etc.

PART B– DATA PROTECTION

1. WES BEN ENTERPRISES PVT LTD will provide certain confidential information,
including but not limited to data and Customer data, (the “Data”) to the Receiving Party
for the purposes set forth in the Agreement.
2. Any Data made available or accessible to the Receiving Party, its employees, agents or
contractors, for the purposes of the Agreement will not be stored, copied, analyzed,
monitored or otherwise used by Receiving Party except for the purposes set forth in the
Agreement for the benefit of WES BEN ENTERPRISES PVT LTD.
3. Both Parties will comply with all applicable laws, regulations, and government orders
relating to data privacy with respect to any Data that the Receiving Party receives or has
access to under the Agreement or in connection with the performance of any Services
for WES BEN ENTERPRISES PVT LTD. It shall be WES BEN ENTERPRISES PVT LTD
responsibility to obtain requisite consent from its customers as required under applicable
law for transferring and permitting the Receiving Party to process the same as per the
terms of the Agreement.
4. The Receiving Party shall utilize appropriate encryption technology to protect
confidential data stored at drives, storage systems and cloud. Access control system
should be in place to prevent unauthorized access and routine back‐up and archiving of
such data. The Receiving Party shall implement reasonable data safeguards and
reasonable security standards that it determines are necessary, but in no event less than
industry standards or as required by law, to protect (i) the physical security of the data
centers used to maintain Data wherever the Receiving Party has control/access to
physical premises; and (ii) Receiving Party’s network, all operating systems and
software applications of the Receiving Party, and all Data storage systems of the
Receiving Party and media (if any) provided to WES BEN ENTERPRISES PVT LTD by
the Receiving Party or its licensors or contractors, from being subject to any theft,
breach or disabling devices. The security provider and Receiving Party will ensure that
all electronic transmission or exchange of system and application data with WES BEN
ENTERPRISES PVT LTD any other parties expressly designated by WES BEN
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ENTERPRISES PVT LTD shall take place via secure means (using HTTPS or SFTP,
FTPS, TLS or equivalent). Network security controls should be in place to protect data in
transit against malware, man in the middle attacks or intrusions.
5. The Receiving Party shall keep WES BEN ENTERPRISES PVT LTD Data separate from
other customer’s data and shall maintain physical, technical, and administrative
safeguards that are commensurate with the information assets being protected with the
nature of business, and in any event no less than reasonable security practices and
procedures basis industry standards or as required by law in the cloud computing/online
services industry to protect the Data against unauthorized access, use, or disclosure
while it is in the possession or control of the Receiving Party.
6. The Receiving Party shall access and use the Data solely for the purpose of providing
WES BEN ENTERPRISES PVT LTD with access to the Services, products, software
and/or Receiving Party’s platform as agreed in the Agreement, in accordance with the
terms and conditions of the Agreement. Data shall not be distributed, repurposed or
shared with any third party.
7. For the term of the Agreement, WES BEN ENTERPRISES PVT LTD may audit, either
directly or through an independent auditor, the Receiving Party’s systems and records to
the extent necessary to verify compliance with the terms of this letter, upon at least five
(5) business days' prior written notice and during normal business hours.
8. The Data shall be and remain the property of WES BEN ENTERPRISES PVT LTD.
Upon expiry or earlier termination of the Agreement in accordance with the terms
thereof, all Data which is then in the possession of the Receiving Party, shall be
promptly returned upon the WES BEN ENTERPRISES PVT LTD written request.
Alternatively, the Data may be destroyed by the Receiving Party such that it is no longer
accessible and need not be returned. All Data must be handed over or destroyed within
5 (five) days of termination of the Agreement pursuant to which WES BEN
ENTERPRISES PVT LTD shall revoke all rights provided to the Receiving Party.
9. In case of any data breach by the security provider/ Receiving Party or any other third
party, the same must be notified to WES BEN ENTERPRISES PVT LTD within 24 hours
from the time the breach is identified by the Receiving Party by telephone or e-mail to
infosec@LTF.com
10. The Receiving Party shall comply with all security policies of WES BEN ENTERPRISES
PVT LTD which are applicable depending upon the nature of the service provided.

PART C – INFORMATION SECURITY

Physical Security:
1. Security perimeters/zones shall be used to protect areas that contain WES BEN
ENTERPRISES PVT LTD information and information processing facilities.
2. Perimeters of a building or site containing information processing facilities shall be
strong enough so that there are no gaps in the perimeter where a break-in or theft could
occur.
3. Utilities, such as electricity, water supply, heating/ventilation, and air conditioning shall
provide adequate support to corresponding information processing facilities and
systems.
INTERNAL

4. Information processing facilities and systems shall be protected from power failures and
other disruptions caused by failures in supporting utilities.
Access Control:
1. Privileged accounts associated with each type of information systems processing WES
BEN ENTERPRISES PVT LTD information such as operating systems, business
applications, databases, network devices, etc. shall be identified and documented.
2. Appropriate mechanism shall be implemented to provision, control, and monitor and
review the privileged access rights.
3. Privileged access rights shall be reviewed and monitored on periodic basis and after any
changes such as promotion, transfer, demotion, or termination of employment, change in
role, etc.
Communications Security:
1. Information exchanged during communication between the WES BEN ENTERPRISES
PVT LTD and its business partner shall be protected adequately.
2. Appropriate controls shall be implemented to secure WES BEN ENTERPRISES PVT
LTD data during transit & at rest.
3. Defense in depth controls shall be implemented to ensure vendor network is secure and
has properly segregated environment to ensure WES BEN ENTERPRISES PVT LTD
data is separated from other customer's data.
Acceptable Usage:
1. The confidentiality of email cannot be assured. Such confidentiality may be
compromised by applicability of law or policy, by unintended redistribution, or because of
inadequacy of current technologies to protect against unauthorized access. Vendor or
Partner, therefore, should exercise extreme caution in using email to communicate
confidential or sensitive matters related to WES BEN ENTERPRISES PVT LTD or its
customer’s data.
2. Service Provider shall use strong passwords and/or pin/token to protect access to WES
BEN ENTERPRISES PVT LTD information and information processing facilities to
minimize the risk of unauthorized access.
3. Passwords should necessarily satisfy following complexity criteria:
1. Passwords shall be of minimum 8 characters and should contain combination of
upper case and lowercase letters, numerals and special characters;
2. Passwords should not be based on entities that can be easily guessed or
obtained using personal information such as names, telephone numbers, date of
birth, words commonly found in dictionary, company names etc.;
3. Passwords shall be changed after a predefined 60 days’ period. Passwords of
privileged accounts shall be changed after every 45 days;
4. Minimum password age should be 1 day. (In case the system does not provide
for forced password change for first time login, this may be set to 0(zero));
5. Password history of last 3 passwords shall be maintained.
INTERNAL

4. Service Provider shall take responsibility of WES BEN ENTERPRISES PVT LTD & its
customers data and any loss of information, intellectual capital, software or physical
assets etc. shall be promptly reported to WES BEN ENTERPRISES PVT LTD.
5. If any Service Provider becomes aware of any security weakness or vulnerability in WES
BEN ENTERPRISES PVT LTD systems, they should promptly report this to WES BEN
ENTERPRISES PVT LTD. They shall not attempt to test or exploit any such vulnerability
or weakness.
Additional Controls:
Below mentioned additional controls shall also be implemented depending upon the nature of
the service provided to WES BEN ENTERPRISES PVT LTD.
1. Controls shall be implemented to ensure data privacy of the WES BEN ENTERPRISES
PVT LTD data.
2. Controls shall be implemented to ensure incidents are handled properly and WES BEN
ENTERPRISES PVT LTD is notified for the same
3. Proper SDLC process shall be followed for secure development of applications or web
services.
4. Controls shall be implemented to ensure that software used for WES BEN
ENTERPRISES PVT LTD transactions are free from vulnerabilities.
5. Controls shall be implemented for human resources management.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto on the day
and year as agreed in Annexure-1
Signed and Delivered by Signed and Delivered by the within named
WES BEN ENTERPRISES Service Provider
PVT LTD by the hands of its by the hands of its Authorized Signatory,
Authorized Signatory,

Name: Name:
Designation Designation