Loan Sourcing Terms — Employees, Channel Partners & Appointed Representatives
These Terms and Conditions (“Terms”) are issued by Zylo Capital Investments Private Limited (CIN: U64990RJ2026PTC114941), having its registered office at E-161, First Floor, Ashiana Gulmohar Park, Bhiwadi, Tijara, Alwar, Rajasthan – 301019, India, which operates the Loan Bazaar platform at www.loanbazaar.io (“Company”, “Loan Bazaar”, “we”, “us” or “our”).
These Terms govern every person who sources, refers, facilitates or processes loan and related credit products through the Platform, in whatever capacity, and apply equally whether such sourcing is carried out (a) directly by an employee, officer, agent or representative of the Company; (b) by an external channel partner engaged by the Company; or (c) by any individual, sub-agent or personnel appointed, employed or otherwise engaged by such a channel partner. Each such person is referred to as a “Sourcing Partner” and is individually bound by these Terms.
2.1 These Terms form part of, and are read together with, the Company’s consumer Terms of Use and Privacy Policy published on the Platform, which together constitute the entire understanding between the parties on this subject.
2.2 A capitalised term not defined here has the meaning given to it in the Terms of Use or the Privacy Policy. Headings are for convenience only. Words in the singular include the plural and vice versa. “Including” and similar words are illustrative and do not limit what precedes them.
3.1 These Terms apply to, and bind, every Sourcing Partner without exception, regardless of whether the Sourcing Partner is internal to the Company or external, and regardless of the contractual label attached to the relationship.
3.2 Where the Sourcing Partner is a Company employee, officer, agent or representative, these Terms apply in addition to (and do not replace) that person’s employment or engagement agreement with the Company; in the event of any conflict concerning the sourcing of Financial Products, these Terms prevail to the extent of the conflict.
3.3 A Channel Partner is fully responsible and liable for the acts, omissions, conduct and compliance of every Authorised Personnel it appoints or engages, as if they were the acts of the Channel Partner itself. The Channel Partner must ensure that each such individual reads, accepts and complies with these Terms before sourcing any Financial Product, and the Channel Partner indemnifies the Company for any breach by its Authorised Personnel.
3.4 No Sourcing Partner acquires any right merely by virtue of these Terms beyond the limited rights expressly granted, and the Company may apply, vary or withdraw these Terms in respect of any person or category of persons at its sole discretion.
4.1 Each Sourcing Partner (and, where relevant, each Authorised Personnel) confirms that it is at least 18 years old, an Indian citizen and resident (or, if an entity, validly constituted in India), and competent to contract.
4.2 A Sourcing Partner must create and use an Account to access the Platform, must keep its Credentials confidential, and is solely responsible for all activity under, and any loss arising from unauthorised use of, its Account.
4.3 A Sourcing Partner must provide true, accurate, current and complete information and must promptly notify the Company of any change that could affect the Services or a Client.
4.4 Each Sourcing Partner consents to receiving communications from the Company in any form, including promotional messages, by WhatsApp, email, SMS and telephone, and waives any do-not-disturb (DND) registration for these communications.
4.5 The Company may amend, suspend or withdraw these Terms at any time by posting the change on the Platform. It is each Sourcing Partner’s responsibility to remain informed, and continued use of the Platform after a change constitutes acceptance of the revised Terms.
5.1 As between the Company and a Channel Partner, the parties deal on a principal-to-principal basis. Nothing in these Terms creates any agency, partnership, joint venture or employment relationship between the Company and a Channel Partner, and neither acts as a fiduciary or adviser to the other.
5.2 Where the Sourcing Partner is a Company employee or representative, the relationship is governed by that person’s employment or engagement terms, as supplemented by these Terms for sourcing activity.
5.3 No Sourcing Partner may use the Company’s name, brand or logo except to the limited extent the Company expressly authorises in writing, and only to perform its obligations under these Terms.
5.4 A Sourcing Partner must act strictly within the mandate given by the Company and must not do anything that conflicts with, competes with, or harms the business, interests or reputation of the Company.
Subject to these Terms, the Company grants each Sourcing Partner a personal, non-exclusive, non-transferable, revocable licence to access the Platform and use the Services solely for sourcing Financial Products in the Company’s interest. This licence confers no ownership and may be revoked by the Company at any time at its sole discretion. If these Terms conflict with the consumer Terms of Use, these Terms prevail for the Sourcing Partner relationship.
7.1 A Sourcing Partner must source Financial Products and use the Platform strictly in accordance with these Terms and the Company’s instructions.
7.2 A Sourcing Partner must not accept any payment or consideration of any kind from a Client. A Channel Partner’s only entitlement is the Referral Fee in Section 11; a Company employee’s remuneration is governed solely by their employment terms and they have no separate fee entitlement under these Terms.
7.3 A Sourcing Partner must comply with (a) the Reserve Bank of India’s guidelines on the sourcing of credit products; (b) the Company’s policies, standard operating procedures and instructions notified from time to time; (c) the policies and codes of conduct of the relevant lender; and (d) all other Applicable Law.
7.4 A Sourcing Partner must not facilitate borrowing beyond a Client’s repayment capacity or engage in over-leveraging across lenders, and is responsible for ensuring there is no fraud, forgery, misrepresentation, dishonesty or misconduct in any Client detail it submits.
7.5 A Sourcing Partner must obtain each Client’s prior consent, as required by Applicable Law, before uploading the Client’s information. The Company is not liable for any information uploaded without such consent, and the Sourcing Partner indemnifies the Company in respect of it.
7.6 The Services are limited to facilitating Financial Products through the Platform and do not alter any terms set by a lender, for which the Company accepts no responsibility whatsoever.
8.1 A Sourcing Partner must not modify, adapt, translate, decompile, reverse-engineer, reproduce, copy, sell, resell, sublicense or otherwise commercially exploit the Platform, the Services or any content or data on them, in whole or in part, without the Company’s prior written consent.
8.2 A Sourcing Partner must not undertake any activity prohibited by these Terms, the Terms of Use or Applicable Law, nor anything that may impair, disrupt or compromise the Platform or its security.
8.3 On any breach (whether by a Sourcing Partner or its Authorised Personnel), the Company may, at its sole discretion and without notice or liability, and without prejudice to its other rights, suspend, restrict, revoke or terminate access to the Platform and Services.
9.1 Every Client sourced or introduced through the Platform, and all data relating to such Client, belongs exclusively to the Company. A Sourcing Partner acquires no right, title or interest in any Client or Client relationship.
9.2 During the term and for twelve (12) months afterwards, a Sourcing Partner must not, directly or indirectly, circumvent or attempt to circumvent the Company by dealing with, soliciting, diverting or transacting with any Client, lender or business contact introduced or made known through the Platform in a manner that bypasses the Company or deprives it of fees or business.
9.3 A Sourcing Partner must not solicit, induce or entice away any Client, employee, Channel Partner or business relationship of the Company for itself or any competitor. Any breach of this Section causes the Company irreparable harm, entitling it to injunctive relief in addition to any other remedy.
The Platform and the Licensed Material are proprietary to the Company and protected by Applicable Law. All right, title and interest in them, including all updates, enhancements, derivative works and related Intellectual Property Rights, remain with the Company at all times. These Terms grant only a limited, revocable right of use and no ownership interest of any kind.
11.1 Where a Channel Partner sources or processes a Financial Product application for a Client and the Company’s corresponding fee from the relevant lender actually accrues and is received, the Channel Partner is entitled to a fee from the Company as separately agreed in writing or by email from time to time (“Referral Fee”). No fee is payable unless and until the Company has received the corresponding amount from the lender.
11.2 Applicable taxes, including GST, will be dealt with in accordance with law. If input tax credit claimed by the Company is later denied due to the Channel Partner, the Company may recover that amount, together with any interest and penalty, from the Channel Partner.
11.3 The Company may set off against any Referral Fee any amount owed to it by the Channel Partner and any loss it suffers in connection with the Channel Partner.
11.4 The Company may claw back and recover the entire Referral Fee paid for a Client if (a) the lender cancels, recalls, prepays or reverses the loan for any reason; (b) the Client defaults or the loan is found to be fraudulent or mis-sold; or (c) the fee did not properly accrue or was paid in error. Recovery may be made by set-off against any future payments or by demand, and the Channel Partner must pay within seven (7) days of demand.
11.5 Company employees and Authorised Personnel have no fee entitlement under these Terms; their remuneration (if any) is governed solely by their respective employment or engagement arrangements.
12.1 “Confidential Information” means all non-public information of the Company or its Clients that a Sourcing Partner receives in any form in connection with these Terms, including documents, data, software, source code, trade secrets, know-how, business and financial information, plans, methodologies and Client information, whether or not marked confidential.
12.2 Confidential Information does not include information that is lawfully public, becomes public other than through the Sourcing Partner’s breach, or was rightfully held before disclosure. These exceptions never apply to Client personal information, which may be handled only in accordance with Applicable Law.
12.3 A Sourcing Partner must keep all Confidential Information strictly confidential, use it solely in connection with these Terms, disclose it only to personnel on a strict need-to-know basis, and never disclose it to any third party.
12.4 A Sourcing Partner must notify the Company immediately on becoming aware of any unauthorised disclosure, misuse, theft or loss, and acknowledges that unauthorised disclosure causes the Company irreparable harm for which it may seek injunctive relief in addition to any other remedy.
12.5 On termination or expiry, a Sourcing Partner must return or destroy all Confidential Information in its possession or control. This Section survives termination or expiry.
A Sourcing Partner acknowledges that data hosted online carries a risk of unauthorised access or disclosure by third parties and through circumstances beyond the Company’s control, and that the Company gives no warranty against such events and accepts no liability for any resulting loss or damage. A Sourcing Partner must handle all Client data strictly in accordance with the Company’s Privacy Policy and Applicable Law.
Each Sourcing Partner agrees to defend, indemnify and hold harmless the Company and its officers, directors, shareholders, agents and employees against all liabilities, losses, damages, penalties, claims, costs and expenses (including legal costs on a full-indemnity basis) arising out of or in connection with: (a) any breach of these Terms by the Sourcing Partner or its Authorised Personnel; (b) any breach of the Sourcing Partner’s representations or warranties; (c) any breach of Applicable Law or of a lender’s code of conduct; (d) any claim by a Client arising from the Sourcing Partner’s acts or omissions; (e) any fraud, misrepresentation, negligence or misconduct by the Sourcing Partner or its Authorised Personnel; or (f) any suppression of information or conduct intended to induce the Company or a lender to act for the Sourcing Partner’s improper benefit. This indemnity survives termination or expiry.
15.1 The Company may use a Sourcing Partner’s name and trademark for marketing and media purposes in connection with the relationship.
15.2 The Company is and remains the sole owner of all Intellectual Property Rights in the Platform and Services, and a Sourcing Partner acquires no right, title or interest in them beyond the limited licence granted here.
15.3 The Company reserves all rights not expressly granted. A Sourcing Partner must protect all copies of, and any derivative works based on, the Platform and ensure its personnel comply.
16.1 These Terms remain in force for as long as a Sourcing Partner continues to access or use the Platform.
16.2 A Sourcing Partner may stop using the Platform at any time; this does not affect accrued rights or obligations.
16.3 The Company may suspend or terminate any Sourcing Partner’s access immediately, with or without cause and without liability, at its sole discretion. Termination for convenience may be exercised at any time.
16.4 Rights and obligations that accrued before termination or expiry are unaffected and remain enforceable by the Company. On termination, a Sourcing Partner must take all steps the Company requires, including returning materials, for an orderly handover.
Each Sourcing Partner represents and warrants that: (a) it is competent and duly authorised to enter into and perform these Terms; (b) it holds all permits, licences and approvals required to source Financial Products; (c) performing these Terms does not breach its constitutional documents, any other agreement or Applicable Law; and (d) there is no pending or threatened proceeding (including insolvency or bankruptcy) that would impair its performance.
18.1 The Platform and Services are provided on an “as is” and “as available” basis, with no representation or warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The Company does not guarantee that the Platform will be uninterrupted, error-free or virus-free.
18.2 To the maximum extent permitted by law, the Company is not liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profit, revenue, business, goodwill or data, however arising.
18.3 To the maximum extent permitted by law, the Company’s total aggregate liability to any Sourcing Partner under or in connection with these Terms, regardless of the cause of action, will not exceed the total Referral Fees (if any) actually paid by the Company to that Sourcing Partner in the three (3) months immediately preceding the event giving rise to the claim.
The relationship is non-exclusive, and the Company remains free to engage any number of other Sourcing Partners and to enter into similar arrangements with others.
The parties will first try to resolve any dispute amicably through negotiation. If not resolved within thirty (30) days, the dispute will be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996 (and any amendment or re-enactment of it). The seat of arbitration is Alwar, Rajasthan, proceedings will be conducted virtually, and the language is English. The arbitrator’s decision is final and binding, and each party bears its own costs. Nothing in this Section prevents the Company from seeking interim or injunctive relief from a competent court.
These Terms are governed by the laws of India, and the courts at Alwar, Rajasthan have sole and exclusive jurisdiction over any dispute arising out of them.
The Company is excused from performing, and is not in breach of, its obligations to the extent it is prevented from doing so by events beyond its reasonable control, including fire, flood, earthquake or other natural disaster, epidemic, accident, explosion, strike or labour dispute, riot or civil disturbance, terrorism or war, embargo, act of God, or failure of the internet, power, communications or transport systems. The time for performance is extended by the duration of the event.
Notices under these Terms must be sent to the email address specified by a party; for the Company, that address is info@loanbazaar.io. A notice is treated as served on acknowledgement by the receiving party.
24.1 Successors and assigns. These Terms bind and benefit the parties and their respective successors and permitted assigns. The Company may assign these Terms; a Sourcing Partner may not assign without the Company’s prior written consent.
24.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in effect and the invalid provision is modified to the minimum extent necessary to make it valid while preserving the parties’ intent.
24.3 Waiver. No failure or delay in exercising a right operates as a waiver, and no single or partial exercise prevents any further exercise. Waivers are effective only in writing.
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