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CRED flash loan agreement

[Note: This is a draft document. After you consent the relevant details shall be populated in the document and a final version would be made available.]

LOAN AGREEMENT FOR CRED FLASH FACILITY

This Loan Agreement (this "Agreement") is made on the date on which the borrower has digitally accepted this Agreement:

1. Newtap Finance Private Limited (previously known as Parfait Finance and Investments Private Limited), a non-banking financial company registered with the Reserve Bank of India and having its registered office at 03A 102-B, WeWork (Enam Sambhav), C-20, G Block Rd, G Block BKC, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400 051, and having its corporate office at KP Towers, 777A, 4th Floor, 13th Main Corner, 13th Main Road, HAL 2nd Stage, Doopanahalli, Indiranagar, Bengaluru, Karnataka - 560008 (hereinafter referred t o as "Newtap / Lender" which expression shall unless be repugnant to the context or meaning thereof include its successors and permitted assignees)

AND

2. The person described and as stated in SCHEDULE 1 (hereinafter referred to as the "Borrower" which expression shall unless be repugnant to the context or meaning thereof include its successors and permitted assignee)

Each of the Lender and the Borrower are individually referred to as "Party" and collectively as "Parties".

WHEREAS

1. The Lender has appointed Dreamplug Technologies Private Limited, a company registered under Indian Companies Act, 2013 and having its corporate office at CRED, No. 769 and 770, 100 Feet Road, 12th Main, HAL 2nd Stage, Indiranagar, Bangalore, Karnataka - 560038 (hereinafter CRED) as its digital sales agent and lending service provider to offer personal loans provided by the Lender to the users of its CRED App in the nature of a buy now pay later facility.

2. The Borrower wishes to avail a personal loan by way of a buy now pay later facility and has applied for the same to the lender via the CRED App.

3. Relying upon the representations made by the Borrower, the Lender has agreed to make available a loan to the Borrower, as requested through CRED App upon the terms and conditions mentioned in this Agreement.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS.

1. DEFINITIONS

1.1 In this Agreement unless the context otherwise requires:

"Applicable Law" means and includes any statute, law, regulation, ordinance, rule, judgement, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision or determination by or any interpretation or administration of any of the foregoing by any statutory or regulatory authority, whether in effect as of date of this Agreement or thereafter and in each case as amended.
"Business Day" means a day which is not a Sunday or a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, 1881 and on which the banks are open for normal course of business in Bengaluru, India.
"CRED Flash Facility" means a short-term personal loan sanctioned by the Lender to the Borrower under this Agreement.
"CRED PA" shall mean a payment aggregator identified by CRED through which entity payments made by utilizing the CRED flash Facility shall be routed to the Partner Merchants.
"EPI" means the equated amount of periodic payment specified in Schedule 1, necessary to amortize the CRED Flash Facility with interest, over the period of the CRED Flash Facility.
"Event of Default" shall have the meaning ascribed to it in Clause 10.1.
"NACH Mandate" has the meaning ascribed to such term under hereunder written.
"Outstanding Amount" means (i) in respect of a particular month, the amount utilized by the Borrower and repayable that month as set out in the relevant Statement of Account for the month, and (ii) in respect of the CRED flash Facility, the aggregate of all amounts utilized from the CRED flash Facility, Late Fees (if any), interest payable, EPIs payable and all other amounts payable by the Borrower under this Agreement and in relation to the CRED flash Facility.
"Partner Merchants" means any merchants onboarded by CRED PA and identified by CRED as Merchants to whom payments may be made by the Borrower using the CRED flash Facility.

2. APPOINTMENT OF LENDING SERVICE PROVIDER / DIGITAL LENDING APP

2.1 Parties agree and acknowledge that CRED has been appointed as a 'direct sales agent', 'outsourced service provider', 'lending service provider' and 'digital lending app' operator in accordance with RBI's Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs (RBI/2017-18/87, DNBR.PD.CC.No.090/03.10.001/2017-18) and Guidelines on Digital Lending (RBI/2022-23/111 DOR.CRE.REC.66/21.07.001/2022-23) to source customers for the Lender, allow customers to apply for CRED flash Facility from the Lender using the CRED App and to assist the Lender by providing debt recovery services to the Lender.

2.2 The Borrower has applied for the CRED flash Facility on the CRED App and agrees and acknowledges that the Borrower must at all times also have (and maintain in good standing) the Borrower's account on the CRED App and accept the terms and conditions of the CRED App, as varied by CRED from time to time, in order to be able to utilise the CRED flash Facility.

2.3 Parties agree and acknowledge that the CRED App may be used for any or all communications in respect of the CRED flash Facility.

3. CRED FLASH FACILITY AND DISBURSAL DETAILS

3.1 Key Facts Statement: As mandated by the Reserve Bank of India, Key Facts Statement has been displayed to the Borrower while applying for the CRED flash Facility on the CRED App and it is also appended to this Agreement.

3.2 Sanctioned Amount: Pursuant to the application made by the Borrower through the CRED App, the Lender has sanctioned to the Borrower, CRED flash Facility of the amount stated in the Schedule 1 of this Agreement on the terms and conditions set-forth in this Agreement. The Borrower may utilise any part of the sanctioned sum to make payments to Partner Merchants. Provided however, the Lender shall treat the CRED flash Facility as a loan of complete sanction amount and may use this amount for all internal / financial / statutory / regulatory reporting including, but not limited to, Credit Information Companies. Provided further that the Lender may restrict the amount available for utilization at any given time based on Lender's updated underwriting of the Borrower which is based on various factors such as borrower's credit score, timely repayment track record etc.

3.3 Term: The CRED flash Facility provided under this Agreement shall be limited to the term as specified in Schedule 1 of this Agreement.

3.4 Fees and Charges: Fees and charges shall be as set out in Schedule 1 of this Agreement.

3.5 Disbursal / Utilisation

3.5.1 The Borrower may utilize the CRED flash Facility for payment towards the purchase of goods / services for personal use only.
3.5.2 The CRED flash Facility shall be available for payments towards Partner Merchants and shall include purchase of goods and services using the CRED App or on any other platform where CRED flash Facility utilization is enabled. The Borrower agrees that the CRED flash Facility shall be utilized when the Borrower selects 'CRED Flash' as a payment mechanism wherever such option is made available and that the utilization may be based on a single click without any second factor authentication such as OTP.
3.5.3 The Borrower may avail the 'Autopay Service' on the CRED App by consenting to the CRED flash Facility being used for automatically paying the bills generated by certain billers (User Specified Billers). Upon having so opted in for the 'Autopay Service', the CRED flash Facility shall be automatically utilized and disbursed to pay the bills raised by the User Specified Billers each month till the time that the Borrower opts out of the 'Autopay Service' on the CRED App.
3.5.4 The Lender at its discretion and in partnership with CRED, may on a case by case basis, allow the Borrower to draw the sanctioned amount of the CRED flash Facility into a bank account. Charges applicable for such transactions shall be communicated to the Borrower at the time of undertaking the transaction.
3.5.5 The Lender at its discretion and in partnership with CRED, may on a case by case basis, allow the Borrower to avail of certain insurance policy(ies) at the time of utilizing the CRED flash Facility. Upon the Borrower opting to avail of such policy(ies), the CRED flash Facility may be utilized to pay the insurance premium to the insurer, group administrator or any authorized insurance intermediary.
3.5.6 The Lender may charge a processing fee / convenience fee for certain transactions made utilizing the CRED flash Facility. Such processing fee shall be disclosed to the Borrower in accordance with Applicable Law.
3.5.7 The Borrower hereby authorizes the Lender to disburse amounts from the CRED flash Facility to the designated accounts of the CRED PA (or its affiliates) for onward settlement to the Partner Merchants.
3.5.8 The CRED flash Facility shall be deemed to have been utilized by the Borrower, and the Borrower shall be responsible for repayment thereof, upon the disbursal to the CRED PA notwithstanding (i) whether the Borrower has received the good or services from the Partner Merchant; or (ii) any disputes / disagreements between the Borrower and the Partner Merchant. The Borrower agrees and confirms that Lender will not be liable whatsoever in connection with products or services for which the CRED flash Facility is utilized.

3.6 The Borrower understands, acknowledges and agrees that the CRED flash Facility is an uncommitted facility, and any undrawn portion may be canceled and repudiated in part or in entirety by the Lender, at any time without notice and without giving any reason.

3.7 In the event the Borrower's credit worthiness deteriorates, in the sole opinion of the Lender, and/or when the credit rating of the Borrower has been downgraded by any credit information company in its report, then at its discretion, in addition to the other rights available, the Lender shall be entitled to unconditionally cancel the CRED flash Facility without any notice to the Borrower.

4. FREE LOOK PERIOD

A period of 3 (three) days from the date of disbursal shall be the free look period (Free-Look Period). If the Borrower believes that it has availed the CRED flash Facility without intending to do so, the Borrower may repay the Outstanding Amounts under the CRED flash Facility and close the CRED flash Facility without any pre-payment or closure charges. The Borrower may do so by raising a ticket on the support section of the CRED App or by email to stpl.support@newtap.in.

5. BLOCKING

5.1 The Borrower may at any time, using the CRED App and support section therein, place a request for blocking further disbursals and utilization from the CRED flash Facility.

5.2 The Borrower remains responsible to repay the CRED flash Facility notwithstanding any theft, loss, misuse or damage to any device of the Borrower on which the CRED App and the CRED flash Facility is being used. Accordingly, in case of any theft, loss, misuse or damage to any device of the Borrower on which the CRED App and the CRED flash Facility is being used, the Borrower is encouraged to report the same to the Lender by email to stpl.support@newtap.in at the earliest so that the CRED flash Facility may be blocked. Further, in such cases of any theft, loss or misuse of any device of the Borrower on which the CRED App and the CRED flash Facility is being used, the Lender strongly encourages the Borrower to report the same to the relevant law enforcement authorities. The Borrower agrees that the Lender and/or CRED may insist on copies of reports made to relevant law enforcement authorities when dealing with any support requests alleging misuse of the CRED flash Facility.

5.3 TThe Lender may also at any time block the CRED flash Facility and any further disbursals thereof upon suspicion of compromised account or upon receiving information from the CRED (or any other source) that the CRED flash Facility may be being utilized for any non-personal, or fraudulent activities. The Lender reserves the right not to allow further disbursals till the Borrower establishes that the Borrower has control of the account and that the CRED flash Facility has been and will be used only as intended by the Lender.

6. TERMINATION

This Agreement shall automatically expire upon the end of the tenure of the CRED flash Facility provided that all Outstanding Amounts have been paid by the Borrower. Notwithstanding the tenure of the CRED flash Facility, the Borrower may close the CRED flash Facility and terminate this Agreement by repaying all Outstanding Amounts in respect of the CRED flash Facility by raising a ticket on the support section of the CRED App or by sending email to stpl.support@newtap.in
Given that the CRED flash Facility is an uncommitted facility, any undrawn portion may be canceled and this Agreement terminated by the Lender, at any time without notice for any reason (including but not limited to any change in the Borrower's credit score).
Upon termination of the CRED flash Facility, the Lender shall notify the Credit Information Companies of the same. Provided however, the Borrower agrees and acknowledges that it may take Credit Information Companies six months or more to accurately reflect the status of the CRED flash Facility as closed. Notwithstanding the termination/ cancellation of the CRED flash Facility, the Lender and any service provider of the Lender (including CRED) may retain data related to the CRED flash Facility to the extent permitted by Applicable Law.

7. CONVERT TO EPI

From time to time, the Lender may at its discretion allow the Borrower to convert the Outstanding Amount or any part thereof into a payment plan whereby the Borrower can pay the same in equated periodic installments in accordance with a repayment schedule provided by the Lender and subject to the payment of interest which may be charged by the Lender. Any reference to EPI in this Agreement shall mean one such installment. Any new KFS or repayment schedule provided by the Lender upon the Borrower opting to convert the Outstanding Amount or any part thereof into an EPI based repayment plan shall be deemed to be incorporated into this Agreement and shall be binding upon the Borrower and the Lender.
For avoidance of doubt it is clarified that any spends may be converted into EPI based repayment plan only upon consent of the Borrower and subject to the Borrower making the relevant selection on the CRED App.

8. REPAYMENTS

8.1 Statement of Account: A statement of account shall be generated each month for the amounts utilized in the previous month along with any fees, charges and installments (installments in case Borrower has availed of EPI feature). Such statement of account shall be communicated by the Lender to the Borrower via the CRED App. The Lender may at its discretion also communicate the same via alternative modes of communication such as Whatsapp, SMS, email, post etc. A statement of account may not be generated if the CRED flash Facility has not been utilized in a particular month.

8.2 Repayment: The Borrowers must pay the Outstanding Amount as per the statement of account on or before the Due Date using the CRED App. The Borrower may repay using any repayment instrument enabled on the CRED App which may include without limitation, UPI, net banking, debit cards, ECS/NACH/e-NACH mandates, IMPS, NEFT etc. CRED may at its sole discretion enable or disable the payment methods / instruments available for repayment on the CRED App.

8.3 Refunds: In the event of cancellation or refunds in relation to a transaction undertaken by the Borrower where payment was made by utilizing the CRED flash Facility, the Borrower shall continue to be liable for paying the entire Outstanding Amount (including the amounts disbursed in relation to any cancelled / refund transaction) to Lender. However, if due to such a cancellation or refund the amounts are repaid by the Partner Merchants to the Lender, the Lender shall reconcile and adjust the amounts in the Outstanding Amounts.

8.4 Mandate: The Borrower agrees and acknowledges that the Lender may at its discretion require the Borrower to have set up an e-NACH mandate / UPI Mandate (Mandate) as a part of the customer journey on the CRED App, to allow automatic transfers from the bank account on which the mandate is set up to the Lender of the Outstanding Amount. The Borrower agrees and acknowledges that for the e-NACH mandate (i) the debit frequency specified shall be as "As and when presented"; (ii) debit type specified shall be as "Maximum"; (iii) period of mandate shall specified with an identified date at the discretion of the Lender, and/or the equivalent for UPI Mandates. The Borrower agrees and acknowledges that the Lender may present / exercise the Mandate to recover amounts that are due from the Borrower. Non-presentation of the Mandate by the Lender due to any reason whatsoever will not affect the liability of the Borrower to repay the Outstanding Amounts under the CRED flash Facility. Without prejudice to any other rights or remedies the Lender may have under this Agreement and / or under the Applicable Law, the Borrower shall be liable to pay a flat charge as stated in the Schedule 1 in case of dishonor of the instruments on the first presentation. The levy of such charge upon dishonoring of the instruments is without prejudice to the rights of Lender under the Negotiable Instruments Act, 1881 and the Payment and Settlement Systems Act, 2007 as amended and as in force for the time being, and without prejudice to the other rights, which the Lender have under this Agreement or under Applicable Law or equity.

8.5 Obligation to Maintain Funds: Borrower shall be solely responsible to ensure that adequate funds are maintained in the Borrower's bank account to allow for the Outstanding Amount / EPI amount to be deducted using the Mandate. Borrower agrees and acknowledges that any e-NACH bounce, rejection for inadequate funds or failure to pay the EPI or Outstanding Amount when due may result in an Event of Default and shall attract the consequences of an Event of Default in accordance with this Agreement.

8.6 Appropriation of Payments: The Lender shall have a right to appropriate any payments due and payable under this Agreement and made by the Borrower towards dues in the order the Lender deems fit, towards the principal, interest, default interest (if any), prepayment charges (if any), other charges, expenses or other outstanding amounts payable in relation to the CRED flash Facility. Notwithstanding anything stated herein, the Lender retains the right to modify the manner of appropriation of the payments received from the Borrower at any time at its sole discretion and in the manner it deems fit. Notwithstanding any such appropriation, the Borrower shall continue to remain liable to Lender for all the Outstanding Amounts.

8.7 Loan Repayable on demand: Notwithstanding anything else in this Agreement, the Lender may at any time by giving 1 (one) day's prior notice and without assigning any reason demand immediate payment of the entire Outstanding Amounts under the CRED flash Facility in full.

9. COLLECTIONS

9.1 The Lender has appointed CRED as the lending service provider to assist the Lender with debt counseling and recovery.

9.2 Parties agree and acknowledge that CRED may appoint subcontractors who may reach out to the Borrower for collections. Such collection agents who reach out shall comply with the code of conduct specified by the Lender and the Lender shall ensure that collections take place in accordance with prescribed guidelines.

9.3 The lending service providers who provide collections related services shall be listed on the website of the Lender.

10. EVENT OF DEFAULTS

10.1 An Event of Default shall be deemed to have occurred if:

10.1.1 The Borrower fails to pay Outstanding Amount by a Due Date;
10.1.2 The Borrower fails to repay any particular EPI when it is due;
10.1.3 There has been a dishonor of the Mandate or any instrument provided by the Borrower in relation to payment of any EPI or any Outstanding Amount;
10.1.4 The Borrower dies or takes any steps or any steps are taken with a view to his being made insolvent or files for bankruptcy or with a view to the appointment of a receiver, trustee or similar officer of any for his/ her assets or is declared insolvent or bankrupt under Applicable Laws;
10.1.5 Regardless of the reason thereof, Borrower instructs its bankers for stopping payment of the Mandate or any instrument provided by the Borrower in relation to payment of any EPI or any outstanding amount in relation to the Outstanding Amount;
10.1.6 Any information given or representations made by the Borrower to the Lender under this Agreement or any other documents submitted by the Borrower is found to be inaccurate or misleading;
10.1.7 The Borrower is declared to be a willful defaulter;
10.1.8 The Borrower becomes a sanctioned person under sanctions imposed by any government of any nation or by a multilateral body such as the EU or the UNSC;
10.1.9 The Borrower fails to discharge any indebtedness which has become due and payable, or the Borrower is deemed for the purposes of any Applicable Law to be unable to pay his/her debts as they fall due or the Borrower admits in writing to be unable to pay his/her debts as they fall due, the Borrower begins negotiations with any creditor for the rescheduling or restructuring of any of the Borrower's indebtedness;
10.1.10 The providing of CRED flash Facility is no longer in accordance with the Applicable Law or the Agreement is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms for any other reason or it is or it becomes unlawful for the Borrower to perform any of its obligations under the loan documents;
10.1.11 The Borrower fails to perform any of the obligations or terms or conditions or covenants applicable in relation to the CRED flash Facility including a breach of the provisions under this Agreement; and
10.1.12 The Borrower utilizes the CRED flash Facility towards any purpose or activity other than for personal purposes.

10.2 The Borrower shall promptly notify the Lender in writing upon becoming aware of any of the Event of Default and the steps, if any, being taken to remedy it. The Lender may in its sole discretion determine whether or not an Event of Default has occurred, and such decision of the Lender shall be final and binding upon the Borrower. A certificate / notice in writing signed by an officer of any of the Lender(s) stating the amount at any particular time due shall be conclusive evidence both against the Borrower of any outstanding amounts payable under the Agreement.

10.3 In the event of occurrence of any Event of Default, the Lender may, in its discretion, without requiring any consent or confirmation from the Borrower and without prejudice to any other rights available, take one or more of the following actions including but, not limited to:

10.3.1 Declare the entire Outstanding Amount is immediately due and payable by the Borrower;
10.3.2 Require the Borrower to pay liquidated damages equal to all unpaid EPIs which in the absence of an Event of Default would have been payable by the Borrower for the full term of the EPI plan selected;
10.3.3 Exercise its right of set-off against any monies due to the Lender from the Borrower and to combine all the accounts of the Borrower held with the Lender to recover the Outstanding Balance from the Borrower;
10.3.4 Publish the name of the Borrower as defaulter in such form and manner and through such medium as the Lender may in their sole discretion may think fit and also inform other Lenders of the Borrower about such default by the Borrower and to make disclosure of the details pertaining to the Borrower any Credit Information Companies and authorities; and
10.3.5 Seek indemnification in respect of all legal and other costs and expenses resulting from the defaults by the Borrower or the exercise of remedies by the Lender.

11. BORROWER REPRESENTATIONS AND WARRANTIES

11.1 The Borrower hereby makes the following representations and warranties and states that the same shall remain true, correct, valid and subsisting at all times in every respect as of the date of this Agreement, and as on each day during the tenure of the CRED flash Facility:

11.1.1 The Borrower has adequate legal capacity to enter into and execute this Agreement. The Borrower is not restricted in any manner or prevented in any manner under any Applicable Laws or otherwise from executing and undertaking the obligations in the manner provided in this Agreement. Upon execution, this Agreement shall be a valid legally binding commitment of the Borrower enforceable against the Borrower on the terms set out herein.
11.1.2 There are no suits, actions or claims pending or are likely to be filed or taken (whether civil or criminal or otherwise) against the Borrower of any nature whatsoever which shall make it illegal for the Borrower to avail the CRED flash Facility or otherwise effectively perform its obligations under this Agreement.
11.1.3 There is no Event of Default, subsisting hereunder or under any other agreement binding the Borrower including any payment or other contractual obligations or, whether existing or expected to arise pursuant to the availing the CRED flash Facility.
11.1.4 Borrower's household income, that is to say, the annual income of the Borrower's family unit, i.e., husband, wife, and unmarried children, is more than INR 3,00,000 (Indian Rupees Three Lakhs Only) and therefore the Borrower's borrowing of the Loan does not qualify to be a microfinance loan under the Reserve Bank of India (Regulatory Framework for Microfinance Loans) Directions, 2022.
11.1.5 The Borrower understands English and the Borrower has full understood and accepted the terms of (i) this Agreement; (ii) terms and conditions of CRED App; (iii) the Key Facts Statement; and (iv) any other information displayed during the onboarding journey and utilization journey on the CRED App.

12. COVENANTS / UNDERTAKINGS OF THE BORROWER

12.1 The Borrower agrees and undertakes that the Borrower shall:

12.1.1 Utilize the CRED flash Facility solely for personal purposes and not utilize any part of the monies so borrowed for any illegal purpose, or towards immoral / unethical practices;
12.1.2 Promptly notify the Lender of any event or circumstances, which may delay compliance with any terms hereof or may result in an Event of Default;
12.1.3 Maintain sufficient balance in the account of the drawee bank for payment of the Mandate if presented;
12.1.4 Indemnify and hold harmless, and agrees to keep indemnified and hold harmless the Lender, from time to time and at all times hereafter, against any and all claims, losses, costs, damages, liabilities, losses and expenses (including all legal costs and attorney fees) that may be incurred by the Lender on account of any act or default on the part of the Borrower in respect of the CRED flash Facility, the non-performance of or non- observance of any of the terms and conditions stipulated under this Agreement or due to occurrence of an Event of Default or a potential Event of Default in relation to the CRED flash Facility and/or for the recovery of the outstanding amounts under this Agreement;
12.1.5 Immediately intimate CRED and the Lender in respect of any change in the residential, or any other details as intimated to CRED or the Lender;
12.1.6 Not without the prior, specific, and express written consent of the Lender, close the bank account to which the Mandate is linked;
12.1.7 not assign the rights and/or obligations under this Agreement in favour of any third party; and
12.1.8 not appoint, engage or authorize any third party to deal with the Lender or CRED and/or any other lending service provider in respect of the Loan under this Agreement.

12.2 The Borrower expressly understands that the Lender and/or CRED shall be under no obligation to entertain any third party request regarding any discussion, negotiation or settlement of the Loan.

12.3 Borrower further agrees and acknowledges that in the event, the Borrower is not contactable at the registered contact details and/or address, then the Lender and/or CRED shall be at liberty (either directly or through subcontractors) to carry out skip tracing of the Borrower in order to determine the Borrower's whereabouts and contact details.

12.4 The Borrower expressly understands that the relationship between the Borrower and the Lender is purely financial and not in respect of any service rendered or to be rendered by the Lender. Accordingly, the provisions of the Consumer Protection Act, 2019shall not apply to any transaction arising out of or in connection with this Agreement.

12.5 The Borrower understands that the Lender and/or CRED shall not be liable for any indirect/ consequential or other losses / damages under any circumstances due to the Borrower availing the CRED flash Facility including but not limited to any loss / damages on account of any change to the Borrower's credit score / credit report / other records of the Credit Information Company which may take place on account of the Borrower applying for and availing the CRED flash Facility.

12.6 The Borrower further agrees and acknowledges that by applying for the CRED flash Facility:

12.6.1 The Borrower has expressly and irrevocably authorized the Lender and CRED to collect, store, share, obtain (including if necessary through agencies providing skip tracing services) and authenticate any aspect of his personal information / KYC either directly or through any of the authorized agencies and disclose such information to its agents/contractors/service providers and to also use such information in the manner that may be required by the Lender and CRED including for the purposes of the CRED flash Facility and for such time period as they may deem fit. Borrower further agrees and acknowledges that even after the repayment of the CRED flash Facility or termination of this Agreement in any other manner, the Lender may continue to store (and share with third parties to the extent necessary) all information provided as a part of the application for the CRED flash Facility as well as the information in relation to the terms of the CRED flash Facility and the manner of its repayment.
12.6.2 The Borrower agrees and acknowledges that the Lender, CRED and their agents or subcontractors may at any time communicate with the Borrower in relation to the recovery of the Outstanding Amounts through any channel (including but not limited to telephone call, SMS, whatsapp and email) notwithstanding any registration with "National Do Not Call Registry" (the "NDNC Registry") as laid down by Telecom Regulatory Authority Of India, in accordance with the fair practices code as prescribed by RBI.
12.6.3 The Borrower has the primary responsibility for the repayment of the Outstanding Amounts under the CRED flash Facility

13. SECURITISATION / ASSIGNMENT

13.1 The Borrower expressly recognizes and accepts that the Lender shall be absolutely entitled and have full power and authority to sell, assign, hypothecate, encumber (by way of creating a charge over receivables or otherwise) or transfer in any manner, in whole or in part, and in such manner and on such terms as the Lender may decide, including reserving a right to the Lender t o retain its power hereunder to proceed against the Borrower on behalf of the purchaser, assignee or transferee, any or all outstanding and dues of the Borrower, to any third party of the Lender's choice without reference to or without written intimation to the Borrower. Any such action and any such sale, assignment or transfer shall not absolve the Borrowers' liabilities under this Agreement and shall bind the Borrower to accept such third party as creditor exclusively or as a joint creditor with the Lender, or as creditor exclusively with right to the Lender to continue to exercise all powers hereunder on behalf of such third party and to pay over such outstanding amounts and dues to such third party and or to the Lender as the Lender may direct. The Borrower acknowledges and undertakes to pay to such third party all amounts due hereunder as required. The third party shall have authority of the Borrower to collect the due amounts.

14. SET-OFF AND LIEN

14.1 Notwithstanding anything contained in this Agreement, the Lender shall have a lien, irrespective of any other lien or charge over the deposits of any kind and nature, or balances lying in any account maintained by the Borrower with the Lender (if any) and a right of set off against any monies due to the Lender from the Borrower and to combine all accounts of the Borrower for recovery of the Lender's dues hereunder.

14.2 It is hereby agreed and understood by the Borrower that, in the event of occurrence of an Event of Default or the Borrower defaulting in payment of the EPIs / charges / fees / any other amounts due, without prejudice to the right of termination, the Lender shall have the right to set-off the amount in the Borrower's account that it may be holding with the Lender or any amount due from the Lender to the Borrower, with the amount in respect of which the default has been committed under this agreement.

15. NOTICES

15.1 All correspondence shall be addressed to the Lender at its addresses mentioned in the description of parties appearing in the preamble to this Agreement.

15.2 Any notice, approvals, instructions, demand and other communications given or made by the Lender (or the CRED on behalf of the Lender) shall be deemed to be duly given and served by them if sent by post, courier, registered post, electronic mail, personal delivery, short message service (SMS), other digital messaging services including Whatsapp, Facebook Messenger or by pre-paid registered mail address, courier to the Borrower address, phone number, or email as given Schedule 1 (or at the modified address on which the Lender acknowledgement is duly obtained as hereinbefore mentioned) and such notice and service shall be deemed to take effect on the 3rd (third) day following the date of posting thereof in case of normal post, courier, registered post, at the time of delivery if given by personal delivery, upon sending the electronic mail, SMS or other digital messaging services including WhatsApp or Facebook Messenger if given by electronic mail, SMS or other digital messaging services. Any notice or other communication to be sent to the Borrower shall be sent to/ made through the mailing address, e- mail ID or phone number identified in Schedule 1 hereunder. The Borrower undertakes to keep the Lender informed at all times in writing of any change in the mailing address, email ID, phone and mobile number as provided in Schedule 1 and to obtain Lender' written acknowledgement on the intimation given to Lender for any such change.

16. GRIEVANCES AND COMPLAINTS

16.1 Any support requests in relation to the CRED flash Facility must first be raised via the support function of the CRED App. Any queries regarding products / services provided by the Partner Merchants must be raised directly with the Partner Merchants.

16.2 The Lender will endeavor to prevent any inappropriate staff behavior and any complaints in respect thereof shall be addressed in a timely manner in accordance with the grievance redressal mechanism constituted by the Lender and CRED.

16.3 The Lender and CRED have designated a grievance redressal officer to redress the genuine grievances of the Borrower. The details of the grievance redressal mechanism and the grievance redressal officer have been provided to the Borrower and are as provided in the websites with respect to Lender respectively: https://newtap.in/grievanceredressal.html (for the Lender) and http://cred.club (for CRED).

16.4 The details of the Nodal Grievance Redressal Officer of the Lender are as follows (or as updated from time to time on the website as aforesaid):

i. Name of the Grievance Redressal Officer: Ankush Parasor
ii. Address: KP TOWERS, 777A, 4th Floor, 13th Main Corner, 13th Main Road, HAL 2nd Stage, Doopanahalli, Indiranagar, Bengaluru, Karnataka - 560008
iii. Email: gro@newtap.in
The details of the Nodal Grievance Redressal Officer of CRED are as follows (or as updated from time to time on the website as aforesaid):
i. Name of the Grievance Redressal Officer/ Principal Officer: Atul Kumar Patro
ii. Address: Attn: Grievance Officer, CRED, No. 769 and 770, 100 Feet Road, 12th Main, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka, India - 560038.
iii. Email: grievanceofficer@cred.club.

17. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

17.1 Any claims, differences and disputes arising out of or in connection with this Agreement, including its performances thereof existence, performance, construction, meaning, scope or validity, termination or breach, shall be governed by the laws of India and referred to and resolved by arbitration, administered electronically, by a sole arbitrator to be appointed by any of the below mentioned online dispute resolution forums (“ODR”) namely:

17.1.1 Webnyay Private Limited, having its office at 1241, Sector 18, Chandigarh - 160018; Website: https://www.webnyay.ai/ Email:arbitration@webnyay.ai;
17.1.2 Presolv360, having its office at 1st floor, Esperanca building, Shaheed Bhagat Singh Road, Colaba, Mumbai-400001; Website:http://www.presolv360.com/ Email:admin@presolv360.com;
17.1.3 SAMA, having its office at W-901, Rohan Jharokha 2, Yemalur, Near HAL Airport,Bangalore, 560038, Karnataka; Website: https://www.sama.live/; Email:pranjal@sama.live;
17.1.4 Any arbitral institution designated under the provisions of the Arbitration and Conciliation Act, 1996 (“the Act”)

17.2 Either Party may at its own discretion approach any of the ODR seeking appointment of a sole arbitrator by writing an email with a request to appoint a sole arbitrator and copying the email to the other Party. The email address of the Borrower shall be as provided by the Borrower in the loan application form/loan journey and/ or as mentioned in this Agreement and the email address of the Lender shall be as mentioned in this Agreement. Parties shall inform the other Party about any change in the email address.

17.3 The arbitration proceedings shall be carried out in accordance with the rules of the ODR as prevailing and as amended from time to time. The arbitration shall be conducted under the provisions of the Arbitration and Conciliation Act, 1996 together with its amendments, any statutory modifications or re-enactment thereof for the time being in force. The award of the arbitrator shall be final and binding on all parties concerned.

17.4 The arbitration proceedings shall be based on documents only which shall be conducted through exchange of e-mail and/or any other mode of electronic communication as permitted by the rules of the respective ODR. The Parties hereby agree that the arbitral proceeding shall be conducted in electronic mode and all pleadings and documents will be exchanged electronically. There shall be no in-person and/or oral hearings except in certain exceptional circumstances as the arbitrator may deem fit upon the request of either of the Parties. In such instances, the hearings shall be conducted virtually at the sole discretion of the arbitrator. The seat of arbitration for all purposes shall be at Bengaluru, Karnataka. The language of arbitral proceedings shall be English.

17.5 In the event the arbitrator to whom the matter is originally referred, resigns or dies or is unable to act for any reason, the ODR, as per its rules, shall appoint another person in his/her place to act as arbitrator who shall proceed with the reference from the stage at which it was left by his/her predecessor.

17.6 All notices, processes and communications between the Parties with respect to the arbitration proceedings shall be through e-mail or any other mode of communication permitted by the ODR, notwithstanding the notice clause contained in the Agreement which shall continue to apply to all other communications between the Parties.

17.7 It shall be the responsibility of the Parties to keep their email addresses active and maintain sufficient space in the e-mail account and/or in any other mode of electronic account(s) and also to have supporting applications/software in their computer/mobile/any other electronic device to access the electronic documents sent to them. It shall also be the responsibility of the Parties to save the emails in the address book. The delivery of emails to folders pertaining to spam, promotion, etc., by whatever name called by the email service providers, shall also be a deemed

17.8 Subject to the foregoing, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction in respect of matters arising under this Agreement including any application for setting aside the award/appeal and the Parties shall not object to such jurisdiction. The Lender may, however, in its absolute discretion commence any legal action or proceedings arising out of this Agreement in any other court, tribunal or other appropriate forum and the Borrower hereby consents to that jurisdiction.

17.9 The cost of arbitration shall be borne by the Party against whom the award shall be passed.

18. TERM AND TERMINATION

This Agreement shall come into effect from the date of this Agreement and shall terminate only upon the Borrower making full repayment/ payment of all Outstanding Amounts in relation to the CRED flash Facility to the Lender in accordance with this Agreement.

19. MISCELLANEOUS

19.1 Amendments: Subject to the Applicable Laws, the Lender may from time to time modify the terms of this CRED flash Facility.

19.2 Partial Invalidity: If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any law or regulation or government policy, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Laws. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision, in a mutually agreeable manner.

19.3 Cumulative Rights: All remedies of Lender under this agreement whether provided herein or conferred by statute, civil law, common law, custom, trade, or usage are cumulative and not alternative and be enforced successively or concurrently.

19.4 Waiver: Any delay in exercising or omission to exercise any right, power or remedy accruing to the Lender under this agreement or any other agreement or document shall not impair any right , power or remedy and shall not be construed to be a waiver thereof or any acquiescence in any default, not shall the action or inaction of the Lender in respect of any default, affect or impair any right, power or remedy of Lender in respect of any other default.

19.5 Costs and expenses: The Borrower shall promptly on demand pay to the Lender the amount of all the costs and expenses (legal or otherwise) incurred by the Lender in connection with the enforcement or preservation of any rights of the Lender under this Agreement, sanction letter, statement of account or any document associated with the CRED flash Facility.

Executed by the below mentioned Parties on :

For Newtap Finance Private Limited (previously known as Parfait Finance and Investments Private Limited)	Borrower Digitally accepted by KAUSHIK SARKAR on 16-10-2024 12:12:39 by clicking "Accept" button
Mr. Vandan Suba (Authorised Signatory)

SCHEDULE 1

TERMS OF THE CRED FLASH FACILITY

Purpose

For personal purposes.

Date:

Borrower Details:
(Name, Gender, Mobile Number, Address)

KYC Details

Lender's Details:
Name & Registered Address:

Newtap Finance Private Limited (previously known as Parfait Finance and Investments Private Limited) Registered Office: 03A 102-B, WeWork (Enam Sambhav), C-20, G Block Rd, G Block BKC, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400 051.

CRED Details - Registered address and support email

Dreamplug Technologies Private Limited

Corporate Office: CRED, No. 769 and 770, 100 Feet Road, 12th Main, HAL 2nd Stage, Indiranagar, Bangalore 560038.

Sanctioned Amount

Applicable Rate of Interest

0% when Outstanding Amount for a particular month are repaid by the Due Date

Between 0% to 43% when the lender offers and the Borrower opts to repay any portion of the disbursed amount by way of EPIs. Specific rate shall be displayed on the CRED App when the Borrower opts to do so.

Late Fees

Exclusive of 18% GST

Overdue Amount	Late Fees
Up to Rs. 100	Rs. 0
Rs. 101 - 250	Rs. 21
Rs. 251 - 500	Rs. 49
Rs. 501 - 1,000	Rs. 99
Rs. 1,001 - 2,500	Rs. 199
Rs. 2,501 - 5,000	Rs. 349
Rs. 5,001 - 10,000	Rs. 499
Rs. 10,001+	Rs. 999

10.

Penal Interest Rate

11.

Insurance Charges

12.

Payment Frequency

Monthly

13.

Tenure

36 months

14.

EPI amount

If the Borrower opts to repay any portion of the disbursed amount by way of EPIs by taking the option (if any) made available by the Lender, the details including, EPI amount, applicable interest rate, number of installments, processing fee and other charges and the repayment schedule shall be made available to the Borrower via CRED App.

15.

EPI Date (Due date(s) of repayment)

16.

Processing Fee / Charges

Up to 3% + applicable taxes

17.

NACH / e-NACH Bounce Fee

Nil / Not Applicable

1. The providing of the CRED flash Facility by the Lender to the Borrower is subject to the prudential norms applicable to the Lender, as may be determined by the Lender in accordance with, or as may be specified by the applicable guidelines, rules and regulations prescribed by RBI and any internal policy of the Lender (to the extent such policy does not conflict with any applicable guidelines, rules or regulations prescribed by the RBI).

Illustration with respect to SMA/NPA Classification:

(i) If the Repayment Date with respect to the Facility falls on March 31st, and the relevant Outstanding Amounts payable on such date is not received in full on such Repayment Date, before the Lender runs the day-end process with respect to classification of their borrower accounts for the Repayment Date, the date of overdue shall be March 31st.
(ii) In the event of the Facility continues to remain overdue, then the loan account shall be tagged as SMA-1 upon running day-end process on the 30th day from March 31st i.e. upon completion of 30 days of the Facility being continuously overdue. Accordingly, the date of SMA-1 classification for that account shall be 30th April.
(iii) Similarly, if the Facility continues to remain overdue after it being classified as SMA-1, it shall be tagged as SMA-2 upon running day-end process on the 60th day from March 31st i.e. on 30th May.
(iv) In the event of the Facility continuing to remain overdue further, it shall become classified as NPA upon running day-end process on the 90th day from March 31st i.e. on 29th June.