This Loan Agreement entered on and effective today shall govern the Terms & Conditions of all the Parties to the Agreement and shall bind the following Parties from the date of signing of this Agreement.
- IDFC FIRST Bank Ltd, a Company incorporated under the Companies Act, 2013 and a banking company within the meaning of Banking Regulation Act, 1949, having its registered office at KRM Tower, 7th Floor, No. 1, Harrington Road, Chetpet, Chennai – 600031, hereinafter referred to as "Bank" (which expression shall unless repugnant to the context or meaning thereof, shall be deemed to mean and include its successors, transferees and assigns);
- Dreamplug Technologies Private Limited, a company incorporated under the Companies Act, 2013. Having its registered office at 404, Uphar CHS Ltd., Plot No. 5 BHD, Sanjeeva ENCL 7 Bunglows, Near Juhu Circle, Mumbai, Maharashtra – 400 061 and having corporate office at 3rd Floor, No. 1198 – 1199, Emporium, 100 Ft Road, HAL Stage II, Indiranagar, Bengaluru, Karnataka – 560 038, hereinafter referred to as 'CRED' (which expression shall unless repugnant to the context or meaning thereof, shall be deemed to mean and include its assigns & transferees); and
- Borrower, an individual, resident of India, whose details are given in Schedule A (hereinafter referred to as "Borrower" which
expression shall, unless repugnant to the context or meaning thereof include its successors and assigns). Any reference to the
masculine gender includes reference to the feminine and neuter genders and vice versa.
The Bank, CRED and Borrower shall be referred to individually as a "Party" and collectively as the Parties. The Parties hereby
irrevocable and unconditionally agree to abide by the following terms and conditions.
- The Bank is inter alia engaged in the business of providing financial assistance to individuals and business entities;
- CRED is inter alia engaged in the business of assisting financial institutions promote their financial products to individuals who may or may not be clients of the financial institution, through the use of technology and its proprietary product i.e. smartphone application owned and operated by Dreamplug Technologies Private Limited i.e. the CRED App. Further CRED will also assist the Bank with the recollection process as per the terms of this Agreement;
- The Borrower is an individual who avails the other available technology services provided bythe CRED App, and has now enlisted to avail the financial services and loan productsprovided by the Bank ("Facility"); and
- The Borrower shall be responsible for ensuring the complete and timely repayment of theloan amount to the Bank.
1. AMOUNT AND TERMS OF FACILITY
- Subject to the terms & Conditions prescribed hereunder, the Bank may extend to the Borrower a loan amount ("Loan Amount") for a period as specified in the Schedule ("Term") through CRED which is acting as a facility agent on behalf of the Bank.
- The Bank shall be entitled to vary at its discretion or at the request of the Borrower, the limits of the Facilities (i.e. increase/decrease or renew) sanctioned to the Borrower.
- The Facility shall be made available to the Borrower only during the tenure of the Business Agreement between Bank and CRED and the same is available through the CRED App.
- All transactions/withdrawal/utilisation of the Facilities (in one or more tranches) will be converted to EMI with a fixed Term with applicable rate of interest as mentioned on the CRED App & the Schedule, as per the request of the Borrower as well as in absolute discretion of the Bank.
- In the event any portion of the Loan Amount are remaining due and payable by the Borrower to the Bank, whether under this Terms and Conditions or otherwise, the Bank may, at its sole discretion, reduce the overall limits and/or adjust such monies against the respective limits and all such adjustments shall be treated as drawals by the Borrower.
- The Bank may, in its discretion and subject to no Event of Default or potential event of default having occurred and at the request of the Borrower, renew or continue the Facilities or any part thereof for such period and in such terms and in such event all terms as applicable for such Facilities shall mutatis mutandis apply for the rollover/extended portion of the Facilities.
- The Bank may, at its discretion, allows drawals by way of temporary facilities for such period as is permitted by the Bank, reserves its right to suspend such excess drawings without any notice to the Borrower. In case of an incorrect excess borrowing, the Borrower shall repay all such excess drawings on demand unless otherwise specified by the Bank. Till repayment of such excess drawings, the excess drawn amounts shall carry interest at the rate of Revised Applicable Rate of Interest, unless a higher rate has been stipulated by the Bank. All the provisions of the Terms and Conditions will extend to cover such excess drawings.
3. INTEREST / OTHER CHARGES ETC.
- The Borrower shall pay to the Bank interest as mentioned in the Schedule & the CRED app at the time of taking loan on all outstanding amounts under the Facilities, at such intervals as stipulated in the CRED app.
- The Borrower irrevocably acknowledges that any occurrence of breach of terms and conditions mentioned herein shall be deemed to require reassessment of initial credit parameters of the Borrower and as a consequence thereof, the Borrower shall, without demur/protest be liable to pay to the Bank, Revised Applicable Rate of Interest (in lieu of the Applicable Rate of Interest) as may be applicable, from the date of happening/non-happening of the relevant conditions till such conditions are complied with to the satisfaction of the Bank.
- The interest rate is subject to variation in consonance with RBI directions, statutory and regulatory requirements, any increase / variation in the un-hedged foreign currency exposure of the Borrower, conditions of money market, availability of loanable funds, internal policy of the Bank, etc.
- he Borrower shall pay CRED on behalf of the Bank all other charges, including processing fee, cancellation charges and other fee/charges as may be charged by the Bank from time to time. Any such charges shall be subject to the primary Business Agreement dated 3rd April 2020 executed between the Bank & CRED.
- The Borrower shall bear all applicable taxes including GST in connection with the Terms & Conditions mentioned herein. In the event of the Borrower failing to pay the monies referred to above, the Bank shall be at liberty (but shall not be obliged) to pay the same. The Borrower shall reimburse all sums paid by the Bank in accordance with the provisions contained herein.
- All payments by the Borrower under the Terms and Conditions mentioned herein shall be made free and clear of and without any deduction of tax or levy, except as required under the Law. Any taxes or levy so deducted by the Borrower shall be paid within the statutory time frame AND thereafter within 7 (seven) days of depositing such payment or as provided under Law, whichever is earlier, deliver to the Bank satisfactory evidence that the tax or levy so deducted at source has been duly remitted to the appropriate authority.
4. COMPUTATION OF INTEREST, COMMISSION AND OTHER CHARGES
- All Interest, all commissions, discount and all other charges shall accrue from day to day and when debited to the relevant Account shall be calculated on the daily debit balance of such Account and which shall be computed on the basis of 360 days a year and the actual number of days elapsed.
- The interest and commission on the Facilities will be charged to accounts, unless specified otherwise, on a monthly basis (and in case of closure of individual Facility account on the day of such closure) and payable by the Borrower.
- The Borrower shall make the payment on the CRED app and/or alternate channels enabled by CRED ("Repayment Mode") in the form of Net Banking/Debit Card/UPI and/or Standing Instruction/ECS/NACH ('Mandate') to CRED (registered entity name 'Dreamplug Technologies Private Limited') in a Nodal Account held with the Bank. CRED and/or the Bank reserves the right to transfer the above said Mandate in the name of the Bank, as mutually agreed upon between the Parties, for the facility availed through CRED App and granted by the Bank. Please note that Cred is acting as an agent/loan servicer for the bank. The mandate can be transferred in the name of the bank under mutually agreed scenarios between Bank and CRED.
- The Borrower shall repay the Loan Amount availed under this Terms and Conditions and interest thereon in EMIs. The interest shall be at such rate which has been indicated by the Bank to the Borrower, through the CRED App, at the time of availing/utilising the Facility and as also as communicated to the Borrower thereafter. The interest calculation will start from the date of the confirmation of the request for availing the facility by the Borrower. The amount of the EMIs together with other details of the Loan Amount (including rate of interest) shall be also communicated to the Borrower at his/her registered email/mobile number.
- The amount of EMI due for a particular month shall subsequently be reflected in the Statement of that particular month. The CRED App and the Bank is authorised by the Borrower to debit his/her Bank Account as has been intimated to the Borrower. Upon repayment by the Borrower, the Cash Limit / Credit Limit shall be reinstated to the extent of the amount of principal component of the EMI repaid by the Borrower.
- The Borrower shall be required to pay the entire amount of the EMI for a particular month on the Payment Due Date, as indicated by CRED or the Bank and the same shall not be permitted to be carried forward/included in the next month. In the event the payment is not made by the Due Date as specified, it shall be construed as a default by the Borrower and the Borrower shall become liable to pay the amount together with the interest as may be leviable on his Facility and late payment charges, as specified by the Bank.
- Notwithstanding anything in this Agreement, the Parties agree that the Borrower shall, at all time, have the right to make repayment to the Bank through CRED, in whole or part of the Loan Amount. Charges if any, will be applicable as per the schedule of charges.The Bank may at any time, without assigning any reasons and without notice to the Borrower cancel the unutilized and/or drawn portion of the Facilities or any part thereof and demand repayment thereof, and thereupon the principal amount outstanding together with all interest, charges expenses etc. thereon shall become immediately due and payable by the Borrower to the Bank.
- The Bank may at any time, without assigning any reasons and without notice to the Borrower cancel the unutilized and/or drawn portion of the Facilities or any part thereof and demand repayment thereof, and thereupon the principal amount outstanding together with all interest, charges expenses etc. thereon shall become immediately due and payable by the Borrower to the Bank.
- If the Due Date in respect of any amounts payable under the Facilities falls on a day which is not a Business Day at the place where the payment is to be made, the immediately preceding or succeeding Business Day shall be the Due Date for such payment. The same would be informed to the Borrower in advance by CRED.
- The Borrower shall reimburse all sums paid and/or expenses incurred by CRED and/or the Bank (including by or on behalf of their representatives/consultants/appraiser) in relation to the Facilities immediately. All such sums shall be charged as per the discussed rates mentioned in Schedule D of the Business Agreement dated 3rd April 2020. All such sums shall carry interest from the date of payment till such reimbursement at the Applicable Rate of Interest or such other rate as may be stipulated by the Bank and the Borrower hereby authorizes CRED and/or the Bank to debit any of its account for the aforesaid charged together with interest.
- The Borrower agrees that the Loan Amount or part thereof or the instalment amount or any other amount due to the Bank shall not be recovered from or demanded from CRED on behalf of the Borrower. For the avoidance of doubt and notwithstanding anything contained in this Agreement, it is clarified that the CRED App shall not, at any time, be held responsible for the repayment of any portion or whole portion of the Loan Amount from the Borrower to the Bank.
- The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other Law, or any terms and conditions to the contrary contained in this Terms and Conditions, the Bank may, at its absolute discretion, appropriate any payments made by the Borrower under this terms and conditions or otherwise, towards the dues payable by the Borrower to the Bank under this Terms and Conditions and/or other agreements entered into between the Borrower and the Bank and in any manner whatsoever.
- Credit for all payments will be given only on realization or on the relative Due Date, whichever is later.
6. REPRESENTATIONS AND WARRANTIES
- The Borrower hereby represents, warrants, assures and confirms as applicable to it, that:
- the Borrower has the power and authority to execute, deliver and perform this terms & conditions and the same does not conflict with any Law, constitutional document, any other documents to which the Borrower is a party.
- all accounts and financial statements furnished by the Borrower to the Bank have been prepared in accordance with accounting standards and practices in force in India and present true and fair financial position of the Borrower.
- no event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on the Borrower or its Affiliates or to which its assets are subject, which might have a Material Adverse Effect.
- All statutory dues and taxes have been paid (save and except as disclosed in writing to the Bank).
- the information furnished by the Borrower to CRED or the Bank in connection with or for obtaining the Loan Amount/Facilities is true, complete and correct and not misleading in any material respect.
- neither the Borrower, nor any person acting on its behalf, has been engaged in (i) corrupt practices, fraudulent practices, collusive practices or coercive practices in connection with the Borrower’s business and operations, (ii) money laundering or acted in breach of any Laws relating to money laundering; or (iii) the financing of terrorism.
- the Borrower has not committed any breach under any agreement entered into with any person for availing any finance facility and neither the Borrower are facing any litigation initiated by another financier including banks.
- except to the extent disclosed to the Bank: (i) all the Borrower’s contracts or agreements with, or any commitments to, any Affiliates or group companies (if applicable) are on arms’ length basis; (ii) he/she is not a director or specified near relation of a director of a banking company; (iii) he/she is not a specified near relation to any senior officer of the Bank.
- that neither the Borrower nor any other person benefiting in any capacity in connection with or from this Terms & Conditions and/or any instruments and/or payments thereunder is a Specially Designated National (SDN) and/or otherwise sanctioned, under the sanctions promulgated/issued by India and/or any other country from time to time (collectively, the "Sanctions"). This representation will continue to remain valid till the repayment of all amounts under this Agreement and conclusion of the underlying transaction pursuant to the Agreement.
- All representations and warranties of the Borrower contained herein shall survive the execution, delivery and/or termination of this Agreement and until the Facilities has been repaid in full.
- The Borrower will be deemed to have renewed each of these representation and warranties every time it avails the Facilities under this Agreement.
7. CONDITIONS PRECEDENT TO DISBURSEMENT
The Bank shall not be obliged to disburse the Loan Amount unless and until, the Borrower shall have complied with the disbursement conditions and/or such other conditions as may be stipulated by the Bank from time to time. Further, the Borrower undertakes that the Loan Amount availed from the Bank through the CRED App will not be used for any unlawful, illegal and anti-social activity or any other activity for which this facility is not extended.
8. COVENANTS AND UNDERTAKINGS OF THE BORROWER
The Borrower undertakes and covenants with CRED and/or the Bank, so long as the Facilities or any part thereof are outstanding, and until the full and final payment of all money owing hereunder as far as applicable to it, it shall:
- Positive Covenants
- Notify CRED and the Bank of the occurrence of any event or the existence of any circumstances which constitutes or results in any declarations, representations, warranty, covenants or condition under this Agreement and/or the other agreement being or becoming untrue or incorrect in any respect.
- Inform CRED and the Bank of any litigation, arbitration or other proceedings, which have a Material Adverse Effect, within a period of two Business Days upon the same being instituted or threatened by any person whatsoever.
- Inform CRED and the Bank about any proposed action by the Borrower or action taken by any other person under any insolvency/bankruptcy laws against the Borrower.
- If required by CRED or Bank at any time, deliver to CRED and the Bank: (a) copies of all documents issued by the Borrower to all its creditors (or any general class of them) at the same time as they are issued; (b) such information and records (financial or otherwise) about the Borrower’s business, as may be required by the Bank from time to time in relation to the Facilities within the period specified by the Bank (c) a certificate from the statutory auditor of the Borrower or independent chartered accountant that the proceeds of the Facility(ies) has been utilized for the Purpose as and when demanded by the Bank; (d) stock and book debt statement at such intervals as may be required by the Bank, from time to time.
- If required by CRED or Bank at any time, deliver to CRED and the Bank in form and detail satisfactory to the Bank and in such number of copies as the Bank may request:
- unaudited semi-annual profit and loss statements and balance sheets, within sixty days, or such other period as reasonably required by the Bank, of the close of each semi-annual period;
- ndependently audited annual accounts within six months, or such other period as reasonably required by the Bank, of the close of each financial year; and
- such other statement or statements or information pertaining to the operations of the Borrower as the Bank may reasonably require, within such period as required by the Bank.
- Perform, on request of CRED or the Bank and at the expense of the Borrower, such acts as may be necessary to carry out the intent of this Agreement including but not limited to executing and delivering such further agreements, undertaking, declarations, assurances and writings.
- Promptly inform CRED and the Bank of any distress or other process of court being taken against any of the Borrower’s premises and/or property and/or assets.
- Notify CRED and the Bank of any material loss or damage which the Borrower may suffer due to any event, circumstance or act of God. Further, the Borrower agrees to intimate the Bank from time to time, details of insurance claims lodged/ filed and received by the Borrower.
- File all relevant tax returns and pay all its taxes/duties promptly when due.
- Comply with such other conditions as may be stipulated by the Bank from time to time on account of requirement of any Law.
- If required by CRED or Bank at any time, submit to the Bank the information etc. as envisaged under RBI circular No. DBOD.No.BP.BC.94 /08.12.001/2008-09 dated 8th December 2008, as amended/replaced from time to time.
- If required by CRED or Bank at any time, submit to the Bank information regarding its Un-hedged Foreign Currency Exposure (UFCE) in such form and manner and at such intervals as may be required by the Bank from time to time.
- Ensure all its assets that are material to the conduct of its business are in good operating condition, subject to ordinary wear and tear.
- Ensure that the transactions entered into pursuant to the Agreement do not violate any Sanctions, directly or through persons or entities subject to any Sanctions, which may pertain inter alia, to the purpose and/or end use of the Facility, goods manufactured in or originated from/through certain countries, shipment from/to/using certain countries, ports, vessels, liners and/or due to involvement of certain persons and entities.
- Negative Covenants
The Borrower covenants and undertakes that, so long as the Facilities or any part thereof are outstanding, and until full and final payment of all moneys owing hereunder, the Borrower shall not, without the prior written consent of the Bank:
- Contract, create, incur, assume or suffer to exist any indebtedness, except as otherwise permitted under this Agreement or prepay any indebtedness;
- Make any investments whether by way of deposits, loans, or investments in share capital or otherwise, in any concern. This provision shall not apply to loans and advances granted in the ordinary course of business;
- The Borrower shall not file any application for seeking immunity under any Law without obtaining prior written consent of the Bank;
9. EVENTS OF DEFAULT AND CONSEQUENCES THEREOF
- The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Agreement:
- The Borrower fails to pay/repay any monies in respect of the Facilities on the Due Dates, whether at stated maturity, by acceleration or otherwise;
- Breach of any statement, representation, warranty or confirmation or covenant made herein or Borrower’s proposal / application or in this Terms and Conditions or otherwise on the part of the Borrower/third party;
- Any other event/material change which prejudicially alters the Bank’s interest or may have Material Adverse Effect including but not limited to nationalization/expropriation and/or compulsory acquisition of the Borrower and/or its assets by the authority of government;
- The Borrower is in breach/default of any agreement with any person who has provided loans, deposits, advances, guarantees or other financial facilities to the Borrower;
- Any steps taken by the Borrower under the insolvency or bankruptcy Law.
- Filing of petitions as against the Borrower under any bankruptcy or insolvency law or if the Borrower has taken or suffered to be taken any action for its reorganization or if a receiver has been appointed over all or any part of the assets of the Borrower.
- If any attachment or distress or restraint has been levied on the Borrower's assets or any order/certificate has been passed for recovery of dues and such order or judgment is not vacated, discharged or stayed for a period of 30 days, and such judgments or orders involve in the aggregate a liability which could have a Material Adverse Effect;
- Any legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions or governmental investigations of any nature pending against the Borrower in management of the Borrower or any of its assets which individually or in the aggregate would, if adversely determined, have a Material Adverse Effect.
- The Borrower is unable or has admitted in writing its inability to pay any of its indebtedness as they mature or when due;
- Any consent, authorization, approval or the like, or license of or registration with or declaration to government or statutory or regulatory authority made by the Borrower for entering into this Agreement and/or other Agreement is revoked or terminated and is not in full force and effect;
- The death, lunacy or other disability of the Borrower;
- Upon occurrence of an Event of Default, the Bank shall be entitled, by a notice, to:
- declare the Facilities, together with accrued interest and other monies, to be immediately due and payable and upon such declaration, the same shall become immediately payable by the Borrower;
- declare that all undisbursed portion of the Facilities shall stand cancelled, whereupon the same shall be cancelled;
- exercise any or all rights and recourses available under this Agreement and/or under applicable Law/
The Borrower hereby agrees to indemnify and keep fully indemnified and hold harmless and save CRED and/or the Bank against : (a) any claims, losses or damages, costs, charges and expenses including litigation expenses whatsoever which may be brought or made against or sustained or incurred by CRED and/or the Bank (and whether paid by CRED/ the Bank or not) or which CRED and/or the Bank may become liable under or in respect of this Agreement; (b) action or proceedings made or brought against CRED and/or the Bank; (c) any liability or loss incurred or suffered by it, or agents; (d) every payment made, obligation, liability, loss and damage, penalties, taxes, etc. whatsoever undertaken or incurred or suffered by CRED or the Bank (whether directly or indirectly) under or in connection with and/or arising under this Agreement; (e) against any liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by CRED or the Bank as a result of or in connection with CRED and/or the Bank granting the Facilities as herein mentioned, without deducting tax in India whether or not such payment attracts withholding tax in India or requires due certification by a qualified accountant.
- The Borrower agrees that in addition to any other rights enjoyed by the Bank, in the event of the Borrower committing any default, CRED and/or the Bank shall be entitled to disclose to the RBI or any other statutory or regulatory authority or to any other third person, the name/identity of the Borrower and/or its directors/partners/ trustees and the default committed. In case of default in payment of any of the indebtedness to CRED and/or the Bank, CRED and/or the Bank or the RBI will have an unqualified right to disclose or publish the name of the Borrower and/or its directors/partners/trustees as defaulters (including as wilful defaulters) in such manner and through such medium as CRED and/or the Bank and/or the RBI in their absolute discretion may deem fit. The Borrower further agrees that the Bank may, as it deems appropriate and necessary disclose and furnish to TransUnion CIBIL Limited (formerly known as Credit Information Bureau (India) Ltd (“CIBIL”) and any other agency authorized in this behalf by RBI all or any of the following:
- information and data relating to the Borrower;
- the information or data relating to the Facilities availed of/to be availed, by the Borrower; and
- the information and details of the default, if any, committed by the Borrower, in discharge of the indebtedness.
- The Borrower agrees and undertakes that:
- CIBIL, CRIF, Experian, Equifax and any other agency so authorized may use, process the said information and data disclosed by CRED and/or the Bank in the manner as deemed fit by them; and
- CIBIL and any other agency so authorized may furnish for consideration, the processed information and data or products thereof obtained by them, to banks/ financial institutions and other credit grantors or registered users, as may be specified by the RBI in this behalf.
- CRED and/or the Bank may at the risk and cost of the Borrower engage one or more person(s) to verify any facts or information furnished by, concerning or pertaining to the Borrower and/or in relation to this Agreement and/or to collect the indebtedness and may furnish to such person(s) documents, information, facts and figures as the Bank thinks fit and may delegate to such person(s) the right and authority to perform and execute all acts, deeds, matters and things connected therewith or incidental thereto as CRED and/or the Bank may think fit. The Bank shall be entitled to carry inspections at such intervals, as it may deem fit.
- The Borrower hereby agrees and confirms that CRED and/or the Bank will have the right to disclose and share any information pertaining to the Borrower including, but not limited to, credit facility/ies, constitution, net worth, shareholding of the Borrower with (i) any other bank(s)/financial institution(s) in the form and manner prescribed by the RBI; (ii) any agent, contractor, third party service provider or professional adviser (wherever situate) of the Bank; (iii) any person to (or through) whom CRED and/or the Bank assigns or transfers or novates (or may potentially assign or transfer or novate) all or any of its rights or obligations under this Terms and Conditions or any other Agreement; (iv) any person to whom the Bank is required to make disclosure under the requirements of any law, regulation, guidelines (whether SEBI, RBI etc.) or practice.
In the event of an Event of Default, CRED and/or the Bank may apply all sum(s) from time to time standing to the credit of any account, whether held singly or jointly, in the name of the Borrower or any other account, of which the Borrower is the beneficial owner maintained with the Bank, irrespective of the title or the currency of such account, towards satisfaction of any amount due as well as outstanding under the Facilities and sign all such documents as may be required to effect such application and the Bank shall have a paramount right of lien & set off on all securities, documents, title deeds of properties etc. of the Borrower and all monies which may now or hereafter be payable by the Bank to the Borrower for any reason or purpose whatsoever. The Bank may at any time and without notice to the Borrower combine or consolidate all or any of the accounts held in the Borrower’s name or any other account of which the Borrower is the (sole) beneficial owner with any branch or of the Bank irrespective of the title or the currency of such account.
No delay in exercising or omission to exercise any right, power or remedy accruing to the Bank upon any default or otherwise under this Agreement or the other Agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Bank in respect of any default or any acquiescence by it in any default, affect or impair any right, power or remedy of the Bank in respect of any other default. The rights of CRED and/or the Bank under this Terms and Conditions and the other Agreement may be exercised as often as necessary, are cumulative and not exclusive of their rights under the general law and may be waived only in writing and specifically and at CRED and/or the Bank’s sole discretion.
14. APPOINTMENT OF THIRD PARTIES BY THE BANK
- The Borrower hereby agrees, aware and accepts that for the better and more effectual doing and performing of actions related to the Facility, the Bank has appointed CRED (with registered entity as 'Dreamplug Technologies Private Limited') as its "Facility Agent" to do, execute and perform all or such acts or things as the Bank may assign, authorise or delegate it from time to time.
- The Borrower accepts that CRED and/or the Bank shall without prejudice to its right to perform the activities itself or through its officers or employees or other authorised agents, be entitled, and have full power and authority, to appoint one or more third parties and delegate to such third party all or any of its functions, rights and powers under this Agreement relating to the administration of the Loan including the right to collect and receive on behalf of the Bank all the dues under this Agreement and give valid and effectual receipts and discharge to the Borrower and to perform and execute all lawful acts, deeds, matters and things connected herewith or incidental hereto. For the purpose aforesaid or any other purpose which CRED and/or the Bank at the sole discretion may deem fit, CRED and/or the Bank shall be entitled to disclose to such third parties all necessary and relevant information pertaining to the Borrower.
- All notices, requests, demands, waivers or other communications under or in connection with this Terms and Conditions shall be given in writing. Any such notice or other communication will be deemed to have been duly given and being received if: (a) if by personal delivery on the day after such delivery, (b) if by registered mail, on the third Business Day after the mailing thereof, (c) if by next-day or overnight mail/courier or delivery, on the day delivered, (d) if sent by email/facsimile, when sent (on receipt of a confirmation to the correct facsimile number). Provided, however, that no notice or communication to CRED and/or the Bank shall be effective unless actually received by CRED and/or the Bank. Notices or communication may be made to: (i) the Borrower’s address or facsimile number or e-mail id, and (ii) CRED’s and the Bank’s address or facsimile number specified in Schedule I hereof, or to such other address or facsimile number as may be designated by the Borrower and CRED and/or the Bank in writing to each other.
- The entries made in the accounts / account books / records of the Bank maintained in accordance with its usual practice and in compliance with the statutory requirements and/or a statement signed by a designated officer of the Bank, shall be final and binding on the Borrower. Such entries and/or statement shall be prima-facie and conclusive evidence of the existence and amount of obligations of the Borrower as therein recorded in respect of the Facilities.
- Subject to the provisions of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993, the Courts/Tribunals in the city where the branch of the Bank is situated shall have exclusive jurisdiction in relation to this Agreement and all matters arising in connection herewith. Provided that nothing contained in this Section, shall limit the right of the Bank to take proceedings in any other Court or Tribunal of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not and the Borrower irrevocably submits to and accepts for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such court or tribunal, and the Borrower irrevocably waives any objection it may have now or in the future to the laying of the venue of any proceedings and any claim that any such proceedings have been brought in an inconvenient forum.
- The Borrower shall not assign or transfer or novate all or any of its rights, benefits or obligations under this Agreement and the other Agreement without the approval of the Bank. The Bank may, at any time, sell, assign or transfer or novate or allow risk participation all or any of its rights, benefits and obligations under this Agreement and the other Agreement to any person(s) of the Bank’s choice in whole or in part and in such manner and on such terms as the Bank may decide without any reference to the Borrower. In case the Bank assigns a part of the disbursed Facility to any person without the consent of the Borrower, such disbursed portion which has been assigned would constitute a separate and distinct loan and the Borrower shall not raise any objection or defense under Law, including any objection in terms of Order 2 Rule 2 of Code of Civil Procedure, 1908 or otherwise. The Borrower shall, unless otherwise notified by the Bank, continue to make all payments under this Agreement to the Bank and all such payments when made to the Bank shall constitute a full discharge to the Borrower from all its liabilities in respect of such payments.
- Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but that shall not invalidate the remaining provisions of this Agreement or affect such provision in any other jurisdiction.
- The Borrower hereby agrees and confirms that in case any other person providing any financial assistance to the Borrower imposes any conditions not included herein, or in case any of the terms offered by the Borrower to such person is more favorable to such person than the terms stipulated by, or offered to, the Bank, the Borrower shall promptly inform the Bank of such terms or conditions and such of those terms and conditions as may be considered necessary by the Bank, in its discretion, shall apply to the Facilities as if the Borrower had specifically agreed to such terms and conditions, which terms and conditions shall be deemed to have been expressly incorporated herein.
- The Facility, this document/other documents, shall be governed by the laws of India. The Borrower hereto expressly agree that all disputes, differences and/or claim arising out of these presents including any dispute as to any amount outstanding, or in any way touching or concerning the same or as to constructions, meaning or effect hereof or as to the right and liabilities of the parties hereunder shall be settled by arbitration to be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory amendments thereof and shall be referred to the arbitration of a sole arbitrator to be nominated by the Bank. In the event of death, refusal, neglect, inability or incapability of a person so appointed to act as an arbitrator, the Bank may appoint a new arbitrator. The award of the arbitrator shall be final and binding on all parties concerned. The arbitration shall be final and binding on all parties concerned. The arbitration proceedings shall be held at Mumbai or at the discretion of the Bank and the arbitration shall be conducted in English language.
- The Borrower is aware that this document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical signatures.
- The Borrower is aware that by clicking on the tab/ button/ checkbox of “I Accept” or any other button/ checkbox of similar nature: (i) Borrower confirm that borrower(s) are eligible under Applicable Law to avail the Facility, (ii) Borrower consent to avail and use the Facility as per the terms and conditions of these Facility Terms; and (iii) Borrower consent to receive communications, notices and information from the Bank and our business partners, service providers, authorized third parties etc.(whether through SMS, emails, phone calls, automated phone calls or by any other means).
- Electronic communications shall be deemed to have been received by the Borrower when we send the electronic communication to the email address / mobile number / details provided by Borrower or any other third party. Borrower undertakes that he/she will not hold Bank or Banks Business Partners/ Service Providers/ Authorized Third Parties responsible for any such communications received from the Bank/ its Business Partners/ Service Providers/ Authorized Third Parties, nor will any such communication amount to spam, unsolicited communication or a violation of Borrower(s) registration on the national do not call registry.