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MEMORANDUM OF UNDERSTANDING

M/s. “SKYYHIGH FINANCIAL SOLUTIONS PVT LTD” having his Office No. 406, 4th Floor, Manish Chambers Premises Co Op Soc Ltd, Sonawala Cross Rd., Goregaon (East), Mumbai – 400063, India, hereinafter referred to as “SKYYHIGH” (which expression and the expression “SKYYHIGH” shall unless it be repugnant to the context or meaning thereof mean and include himself and the present other shareholders of “SKYYHIGH” and their respective heirs, executors, administrators and assigns) of the FIRST PART

&

The signatory of this agreement also referred to as “Referral Partner” which expression and the expression “Referral Partner” shall unless it be repugnant to thee context or meaning thereof be deemed to mean and include himself and his nominees to the extent specified herein and their respective heirs, executors, administrators and assigns) of the SECOND PART.

Whereas “SKYYHIGH” is a ‘Direct Sales Associate’ in India who supports clients in meeting their financial requirements.

And whereas the parties hereto are desirous of recording the terms and conditions of their agreement.

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS UNDER

1. TERMS & CONDITIONS :

“SKYYHIGH” will arrange the finance from different banks and financial institutions where they have the formal agreements for the client referred by “Referral Partner” who is interested in availing a Personal Loan, Business Loan, Home Loan, Commercial Property Purchase, Loan against Property, Working Capital, Overdraft, Cash Credit Loan for any Export-Import facility and other types of Loan, which are getting offered by the Client(s), with whom “SKYYHIGH” is tied up with.

“Referral Partner” shall use his/her best efforts to refer potential customers to “SKYYHIGH” and to maintain the quality of services to the highest professional standards which will be subject to “SKYYHIGH” norms and periodic review by “SKYYHIGH”.

Based on the documents/details provided by the client “SKYYHIGH” will arrange for the required finance and communicate the same to the client. “Referral Partner” to be kept in the loop in all communication. Fulfillment of leads to be done by “SKYYHIGH”.

“Referral Partner” must take selfie with Applicants Original KYC (documents) while visiting his/her Resident/ Office premises.

It is Mandatory to visit the Applicants Resident or Office & take a selfie with him/her along with KYC (documents) and office/Resident setup picture to be submitted along with the application & kept in Record for further Reference.

“SKYYHIGH” will not be responsible for payment for employees of “Referral Partner”

All processes to be adhered to as per “SKYYHIGH” & respective Clients (Financers) code of conduct. “Referral Partner” & his team will make sure no customer complaints arise due to false selling and they will solely be responsible for solving the same. “Referral Partner” & his team will also make sure that they will not collect any money from customers for sourcing loans, otherwise, if found guilty, appropriate action will be taken & his payment will be kept on hold until & unless the issue is resolved.

2. COMMERCIAL TERMS :

  • Processing Fees as applicable will be directly paid by the customer to the client (i.e. Bank/NBFC) with GST
  • All mails for payment are to be directed to Sales Person & skyhighfinances@gmail.com at the Mumbai office.
  • Fees/Commission shall be paid by “SKYYHIGH” To “Referral Partner” on the 20th day of every month for unsecured Products. For Secured Payments, once “SKYYHIGH” receive From Bank/NBFS, payment will be released. All Such payments will be paid subject to the Net disbursement made to the Customers in the previous month and subject to Bank/ NBFC’s full payment to the customer. Payment will be made after 5 days of Invoice or Details receipt.
  • “SKYYHIGH” will also provide a TDS certificate to “Referral Partner” at the end the financial year.
  • The respective vendor has to send his/her MIS on the 5th of every month to
  • Payment will be directly released from the Mumbai office.
  • No due certificate has to be provided of the previous month which is mandatory otherwise no payment will be released.
  • TDS WILL BE DEDUCTED AS APPLICABLE.
  • For Secured cases, PDD must be cleared before claiming for the payment.
  • You have to provide MIS on Daily Basis in the Prescribed Format as Enrolled to you, otherwise your payout will be deducted accordingly.
  • Note : if the verification report comes Negative the above agreement will be invalid. Multi funding is not allowed if found sourcing multi funding appropriate action will be taken and penalties will be very Heavy.

3. LIABILITY CLAUSE :

“SKYYHIGH” have presumed the accuracy of all statements, information, documents and clarifications, provided by the client And “Referral Partner” will not obtain any formal translations of any documents or records neither collect any documents from the Customer.

“Referral Partner” is supposed to share all the information of the Client with “SKYYHIGH”.

4. VALIDITY OF THE MOS :

This MOU is valid for a period of 2 years from the date of execution unless terminated by any of the parties to the agreement.

5. INDEPENDENT CONTRACTOR :

“Referral Partner” expressly acknowledges that he will be acting as an independent contractor on a non-exclusive basis and not as an employee. He agrees that this agreement is being entered on a principal to principal basis and nothing contained herein shall be construed so as to create a partnership, joint venture or master and servant or employer and employee relationship between “Referral Partner” and the “SKYYHIGH”.

As an Independent contractor, “Referral Partner” his staff and employees have no authority/right to bind the “SKYYHIGH” in any manner and “Referral Partner” shall not do any act, deed or thing which has the effect of binding the “SKYYHIGH” or creating any liability on the “SKYYHIGH” otherwise than as specifically provided herein. It is clarified that all staff/employees employed by “Referral Partner” for providing the Services will be governed by the terms of this Agreement and “Referral Partner” alone shall be responsible and liable in the event of any adverse claims of whatsoever nature made on the “SKYYHIGH” by “Referral Partner” & his staff/employees or agents.

“Referral Partner” shall use his own infrastructure, manpower and other facilities and bear his own expenses for the performance of the terms hereof. Unless expressly agreed upon in writing, the “SKYYHIGH” shall not be liable to reimburse any cost incurred for the performance of the terms hereof. It is clearly understood and agreed that “Referral Partner” shall be solely responsible and liable in all respects for his employees and for the personnel “Referral Partner” may wish to engage, and no responsibility and/or liability for any such employee and/or personnel shall attach to the “SKYYHIGH” at any time, including any responsibility and/ or liability for any payments and claims including wages and benefits, of such employees and/or personnel.

“Referral Partner” shall not subcontract any of his obligations as contained in this Agreement without the prior written permission of the “SKYYHIGH”.

6. INDEMNITY :

“Referral Partner” agree to keep the “SKYYHIGH”, its directors, employees and, representative indemnified, safe and harmless at all times, against any and all claims, liabilities, damages, losses, costs, charges, expenses, proceedings and actions of any nature whatsoever made or instituted against or caused to or suffered by and its directors, employees, representatives directly or indirectly by reason of : any wrongful, incorrect, dishonest, criminal, fraudulent, willful, negligent or unauthorized acts, omission or misrepresentation by “Referral Partner” and/or any of his staff/employee/ agent, any fraud and forgery or other wrongful act or omission by “Referral Partner” and/ or any of his staff/employee/agent, misconduct or negligence by “Referral Partner” and/or any of his staff/employee/agent, representatives engaged for the performance of the services under this Agreement. Any disclosure of the Confidential Information in breach of the obligations/undertaking contained in this Agreement.

In the event of such a claim for loss or damage being made against the “SKYYHIGH”, the “SKYYHIGH” shall be entitled to adjust such amounts as claimed against the future or outstanding payments due to “Referral Partner”. Any such claim for loss and or/damage made against the “SKYYHIGH” shall not amount to a waiver of “SKYYHIGH” right to terminate this Agreement or any of the other rights available to the “SKYYHIGH” either under this Agreement or otherwise howsoever.

Need to follow code of conduct of Bank/NBFC/ “SKYYHIGH” FINANCIAL SOLUTIONS PVT LTD.

You have to follow & co-operate us. If any Audit procedure held from our side.

Anti-bribery, Personal Dealings and Non-Subornation :- “Referral Partner” represents, warrants and covenants that not him nor any of its Personnel has or will make (or offer to make) any unlawful payments to, or confer (or offer to confer) any benefit upon

  • (i) any officer, official, employee or agent of any government, any government-owned or government-controlled entity or any public international organization or any person acting in an official capacity for or on behalf of any government entity).
  • (ii) any employee or any person acting in an official capacity for or on behalf of “SKYYHIGH” Financial Solutions Pvt Ltd.
  • (iii) any employee or any person acting in an official capacity for or on behalf of Bank or NBFC (OUR CLIENT WHOM WE ARE PROVIDING OUR SERVICES).

Data theft “Referral Partner” & his Personnel represents warrants and covenants that it will use reasonable efforts : (i) to eliminate, in any computer systems it uses to exchange software or other data electronically with “SKYYHIGH” Financial Solutions Pvt Ltd. Or its customers, any computer code designed to damage, disrupt, disable, harm or otherwise impede in any manner, the orderly operation of any software, data files, firmware, hardware, computer system or network & his Personnel warrants and covenants that they will not be involved in any kind of Data Theft.

It is compliant with the directives issued by the TRAI on the requirements to be met by Telemarketers viz-viz the Unsolicited Commercial Communications (UCC)- National Customer Preference Register (NCPR) and the National Do not call Register (NDNC).

Verification :- Verification part is mandatory as per company norms it will be held by our HR team, you have to fill verification consent form & issue you’re KYC, once the verification process is completed in your favour, the company will issue visiting card, Identity card, official Mail id or any other support. “Referral Partner” himself & on behalf of his personnel shall indemnify “SKYYHIGH” and keep “SKYYHIGH” indemnified on demand in respect of any type of liability, loss, damage, claims, demands, actions, charges, costs, and expenses incurred by “SKYYHIGH” and/or any member of the “SKYYHIGH” Group arising out of or in connection with any loss or damage to wrongful disclosure or misuse of, any Personal Data or as a result of a breach of any mention Clause in this letter.

Any penalty/charges levied by the bank/NBFC due to any miss communication/fraud will be directly debited to your account.

Data Base : “RP” should see that the database of the customers to be maintained properly & to be kept in safe custody & should be confidential. It is mandatory to share all the data with “SKYYHIGH” on regular intervals.

Recovery/Collection : It is the duly of “Referral Partner” to give full support & co-operation in the case the customers default in payments of EMI’s & stand by until & unless the issue is resolved.

7. TERMINATION CLAUSE :

This Memorandum of Understanding may be modified or amended by written agreement between Referral Partner & “SKYYHIGH”. Each party shall have the right to terminate this Memorandum of Understanding by giving at least 2 months’ notice in writing to the other Parties at any time. If the Memorandum of Understanding is terminated by a Party, steps shall be taken to ensure that the termination does not affect any prior obligation, project or activity already in progress. Existing Business, which are due to be completed within one calendar year from the date of notice of termination, shall not be affected by such termination unless agreed upon by all the Parties. Nothing in or relating to this Memorandum of Understanding shall be deemed a waiver, express or implied of any of the privileges and immunities of the Parties. This Memorandum of Understanding shall enter into force upon signature by the Director(s) of the Referral Partner “SKYYHIGH”.

It is responsibility or liability of the Referral Partner to reimburse any amount which has been paid in excess in form of advance against business or all the amount as a debit balance of Referral Partner at the time of termination for any reason. Any delay in reimbursing the amount the Referral Partner shall be liable to pay interest @24%p.a. on the said amount.

8. FORCE MAJEURE :

Performance of obligations under this Agreement shall remain suspended if any party is prevented from carrying out any of its obligations by reasons of war, invasion, an act of a foreign enemy, hostilities (whether war be declared or not), riots, pandemic, epidemic, civil commotion, labour disturbances, strikes, lockouts, mutiny, insurrection, rebellion, revolution, accidents, earthquakes, fire, floods, Governmental orders or restrictions, interruptions. Restrictions on power supply, damage to the plant, machinery or equipment, or any other causes beyond the reasonable control of the affected party. In the event of any such condition(s), both parties will discuss and arrive at a mutually acceptable resolution of any such situation.

9. CODE OF CONDUCT :

Code of Conduct is given below separately.

10. GOVERNING LAW & JURISDICTION :

This Agreement shall be governed by and construed in accordance with the laws of India and both Parties hereby submit to the exclusive jurisdiction of the courts of Mumbai.

The parties hereto record that this Memorandum of Understanding reflects the broad of their Agreement. Any other terms and conditions applicable for a specific client will be communicated in writing or at least through authorized Electronic Email of “SKYYHIGH” and “Referral Partner”.

CODE OF CONDUCT

Policy brief & purpose

Our Associates

Referral Partner/Associate/Agents/Executives/Employee/Consultant (together called as “Associates”) Code of Conduct company policy outlines our expectations regarding Associates or whoever providing their services to us, their ‘behavior towards their, Managers (Principal), supervisors, prospective/current customer and overall organization.

We promote freedom of expression and open communication. But we expect all “Associates” to follow our code of conduct. They should avoid offending, participating in serious disputes, and disrupting our workplace. We also expect them to foster a well-organized, respectful and collaborative environment.

Scope

This policy applies to all our “Associates” as mentioned above regardless of Memorandum of understanding/Appointment letter/ any kind of agreement between them & Company or rank/Designation.

Policy elements

What are the components of an “Associates “code of Conduct Policy?

Company “Associates” are bound by their contract to follow our “Associates” code of Conduct while performing their duties. We outline the components of our Code of Conduct below:

Respect in the workplace

All “Associates” should behave politely, courteously & respect their colleagues. We won’t allow any kind of discriminatory behavior, harassment or victimization. “Associates” should conform with our equal opportunity policy in all aspects of their work, from recruitment and performance evaluation to interpersonal relations.

  • All “Associates” will ensure that every female “Associate” is treated with great respect and with courtesy.
  • All “Associates” ensure and do his best to ensure that the safety of all females “Associates” at SKYYHIGH premises is safeguarded and protected.
  • Each & Every “Associate” will support his manager and his company in ensuring that no female “Associate” works in SKYYHIGH office alone beyond 7 pm. If any female “Associate” has to work beyond 7 pm, then there has to be another female “Associate”.
  • Each & Every “Associate” ensure that She/he operate with the highest degree of financial integrity at the workplace during his/her interaction with his/her colleagues, with his/her principals, with prospective customers and with his/her current customers.
  • All “Associate” during his/her “Associate” with SKYYHIGH, will work sincerely and will ensure that he/she will not undermine SKYYHIGH any way including leading customers to competition, working in any unofficial incorrect manner with competition, including poaching customers/influencing SKYYHIGH “Associates” to join competition.
  • Each & Every “Associate” Promises that he/she will not manipulate records.
  • All “Associates” will always behave politely and courteously with fellow colleagues, principals (officers of banks and NBFC’s) and with prospective/existing customers and avoid being compromised by gifts and entertainment.

Protection of Company Property

All “Associates” should treat out company’s property, whether material or intangible, with respect and care.

“Associates” should not misuse company equipment or use if frivolously should respect all kinds of incorporeal property. This includes trademarks, copyright and other property (information, reports etc) “Associates” should use them only to complete their job duties.

“Associates” should protect company facilities and other material property (e.g. company Air-condition) from damage and vandalism, whenever possible.

Professionalism

All “Associates” must show integrity and professionalism in the workplace:

Personal appearance

All “Associates” must follow our dress code and personal appearance guidelines.

For men this means

Well ironed trousers.

Well ironed shirt, shirt sleeves preferably buttoned down.

For women this means

Well ironed formal attire (saree, suit etc.)

Well-groomed appearance.

Jeans and or T Shirt, open Sandals are not considered appropriate.

Corruption

We discourage “Associates” should fulfill their job duties with integrity and respect toward customers, stakeholders, and the community. Supervisors and managers must not abuse their authority. We expect them to delegate duties to their team members considering their competences and workload. Likewise we expect team members to follow team leaders’ instructions and complete their duties with skill and in a timely manner.

We encourage mentoring throughout our company.

Conflict of Interest

We expect “Associates” to avoid any personal, financial or other interests that might hinder capability or willingness to perform their job duties.

Collaboration

“Associates” should be friendly and collaborative. They should try not to disrupt the workplace or present obstacles to their colleagues’ work.

Communication

All “Associates” must be open for communication with their colleagues, supervisors or team members.

Benefits

We expect “Associates” to not abuse their “Association” benefits. This can refer to time off, insurance, facilities, subscriptions or other benefits our company offers.

Towards Prospects customers/current customers

  • Can the prospect’s interest be discussed with anybody else?
    • All “Associates” should respect a prospect’s privacy. The prospect’s interest may normally be discussed only with the prospect and any other individual/family member such as prospect’s accountant/secretary/spouse, authorized by the prospect.
  • No misleading statement/misrepresentations permitted.
    • All “Associates” (TME/BDE/Executives & all other associates) should not-
    • Mislead the prospect on any service/product offered.
    • Mislead the prospect about their business or organization’s name or falsely represent themselves.
    • Make any false/unauthorized commitment on behalf of Bank for any facility/Service.
    • Each & Every “Associate” will ensure prospective and current customers privacy and not share customer details and data with any related third party or any other party.
    • Each & Every “Associate” will not make any verbal or written promises or any false information to customers without superior/principal’s consent or knowledge on matters outside his/her preview or an adhoc settlement/product features.
    • All visiting cards & letter heads will be printed & issued from Head office only, Associates are not authorized to print duplicate visiting card/letter head otherwise it will be treated as illegal & strict action will be taken against the person responsible.

Towards Prospects customers/current customers

All “Associates” must protect our company’s legality. They should comply with all environmental, safety and fair dealing laws. We expect “Associates” to be ethical and responsible when dealing with our company’s finances, products, partnerships and public image.

  • TRAI regulations and rules are to be strictly followed by all “Associates”.
  • Follow all the compliance of all the government Departments of India related to our service towards customers/Principal/company etc.
  • All “Associates” should follow all the compliance process enrolled by the Company.
  • All “Associates” should follow to the best of his ability the code of conduct with Principals, Bank NBFC’s and telecom companies.
  • All “Associates” should, understand and follow all security policies and procedures of SKYYHIGH Financial Solutions Pvt Ltd and interested parties who may be involved during the course of Association.

Process & Compliance

  • Process related to customer
    • Visiting the Customers only at their home or places of employment or business & selfie to be taken along with customer while collecting documents.
    • To be taken care that while making Back-end call by the back-office teams for verification & other purpose the conversation should be recorded.
    • Set up picture of Customers Home or places of employment or business along with customer to be taken while meeting the customer.
    • Mail to be send to the customer for taking appointment/documents to be collected & there after status of loan application etc.
    • To make sure that Applicant & Co-applicant sign. App form in Front of our executive.
    • Make sure original KYC of Applicant & Co Applicant (if any) must have seen to do the OSV simultaneously.
    • No Documents to be collected on what’s App or EMAIL
    • There should be no forgery to be happening in the signature of Applicant or Co-applicant utter care to be taken otherwise. He/She whoever is responsible for the same will be prosecuted under Section 464 and 465 under Indian Penal code for forgery of Signature.
    • Make sure customer has done self-attestation on all documents.
    • No service charge/ commission or remuneration to be taken from the customer on our behalf or otherwise for cases logged in our code.
    • For secured cases-encashment/ registration and PDD clearance is the responsibility of Associate. If the bank is directly involved in closure of the above, then complete support and cooperation must be provided to the respective bank’s/ NBFC’s.
    • Associate himself or with his team members will make sure no customer complaints arise due to false selling and they will solely be responsible for solving the same. Referral Partner & his team will also make sure that they will not collect any money from customer for sourcing loans otherwise if found guilty in this appropriate action will be taken & his payment will be kept on hold until & unless issue is resolved.
  • Related to Company.
    • Strictly avoid Multi funding to a customer for example application/arrangement of loan to same or single customers from different Banks & NBFC, this will lead to over leverage to customer & default may occur. Do not involve in increasing valuations of property, make sure directly or indirectly we do not influence or involve the banker for any type of financial transactions!
    • Backend Tele Calling Process (download the format here)
    • Mail confirmation from customer on Personal/Business Loan Application (Schedule 2 attached)
    • This agreement to be signed keeping in mind all the process in schedule-1 & schedule – 2 to be followed strictly by the Associate otherwise all the agreements will be assumed as terminated automatically.
    • Non following of any process given in schedule 1 & schedule 2 or breech of any clause in this agreement will lead to heavy penalty, compensation to be given by “Associate” for the loss occurred to SKYYHIGH.
    • The legal action can also be taken for ignoring or misusing any process in schedule 1 & 2.

All other terms and conditions of the Agreement remain the same and binding on both the parties.

In the event of any inconsistency between the Agreement and this addendum Agreement, the provisions of the Agreement shall prevail and will be binding on both the parties.

Associates agrees to indemnify and keep indemnified, defend and hold harmless SKYYHIGH Financial Solutions Pvt Ltd. And its officers, directors, employees and agents from the against any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation, reasonable attorneys’ fees), arising before or after completion of Services, which result from, arise in connection with or are related in any way to claims by third parties arising out of or in connection with :

  • The breach of the representations and warranties specified in this Agreement.
  • Acts or omissions of , negligence or misconduct by the Associates
  • The fault or negligence of the Associates, its officers, employees, agents, security analysts, consultants, advisors and/ or other representative.
  • Non-payment of statutory payments under Applicable Law including labour laws. Or

Policies

All “Associates” should read and follow our company policies. If they have any questions, they should ask their managers or Human Resources (HR) department.

Restriction in Internal Transfer

All “Associates” should read and follow our company policies. If they have any questions, they should ask their managers or Human Resources (HR) department.

  • Suppose someone called Mr. “A” is working as a TL under Mr. x (Senior & Internal Member) team in Mumbai. Because of some or other disputes Mr. “A” is not gelling with Mr. “X” & He Approached Mr. “Y” (Another Senior & Internal Member). But as per New Rule been Introduced Mr. “A” is not Permitted to work under someone else or any other team in the organization at any cost.
  • 2. In the case Mr. “A” does not want to work with Mr. “X” than he cannot work with any other team in the organization too, even though Mr. “X’ is ready to issue NOC. Mr. “A “can leave the Organization but not allowed to work with any other Internal team.
  • 3. Mr. “A” can work only after passing 6 months of leaving to Mr. “X” only.

Disciplinary actions

Our company may have to take disciplinary action against “Associates” who repeatedly or internationally fail to follow our code of conduct.

Disciplinary consequences include:

  • Demotion
  • Reprimand
  • Suspension or Termination for more serious offenses.
  • Detraction of benefits for a definite or indefinite time.

We may take legal action in cases of corruption, theft, embezzlement or other unlawful behavior.

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