The empanelment of the Service Provider shall be subject to the acceptance of the terms and conditions (“Terms and Conditions”) specified below. The Terms and Conditions together with the Disclaimers, Privacy Policy and any other documents, as specified by Prudent Corporate Advisory Services Ltd. (“PRUDENT”) from time to time, form a binding agreement between the Service Provider and PRUDENT.

The Service Provider is requested to read the contents of these Terms and Conditions carefully before agreeing for empanelment with PRUDENT. The Service Provider acknowledges that he/she has read and understood these Terms and Conditions before clicking the “I Accept” button. By clicking the “I Accept” button, the Service Provider unconditionally agrees and assents to be legally bound by the Terms and Conditions for empanelment. The Service Provider undertakes that he/she is eligible and competent to enter into such a binding contract with PRUDENT as per applicable Laws and has knowledge of the internet. The Service Provider agrees that he/she is according his/her free consent, without any coercion for the empanelment.

1.DEFINITIONS:

• “PRUDENT” shall mean Prudent Corporate Advisory Services Ltd., a company, registered under the companies Act, and having it registered office at PRUDENT HOUSE, Panjarapole Cross Road, Nr. Polytechnic, Ambavadi, Ahmedabad -15 and is engaged in the distribution of various financial and non-financial products including but not limited to Mutual Funds, FDs, Bonds, etc.;
• "Service Provider" shall mean and include any individual/ entity who has agreed to provide various services to PRUDENT.

2.Online Empanelment Facility

This facility is offered to enable Online Empanelment of persons as a Service Provider of PRUDENT for providing various services as defined in these Terms and Conditions.

PRUDENT may, in its absolute discretion and in the Service Providers’ interest, request a written confirmation signed by the Service Provider pertaining to any information of the Service Provider, and any additional documents, that PRUDENT may require for completing empanelment of the Service Provider. However, PRUDENT shall have no obligation to check or verify the authenticity or accuracy of the information confirmed by the Service Provider online or additional documents purporting to have been sent by the Service Provider and may act thereon as if the same had been duly given.

3.SERVICE PROVIDER COVENANTS

• It is competent to enter into a legally binding contract and the acceptance of this terms and conditions under applicable laws and that it is competent to contract within the meaning of the Indian Contract Act, 1872 as amended from time to time.
• Acceptance of Terms and Conditions constitutes a legal, valid and binding obligation enforceable in accordance with its terms.
• All necessary consents and approvals contemplated herein have been or shall be obtained from the governmental, regulatory or statutory authorities for the performance of its obligations under this EMPANELMENT.
• Its entry into, exercise of its rights and / or performance of or compliance with this Empanelment does not and shall not violate any other EMPANELMENT/terms and conditions.

4.ELIGIBILITY AND APPOINTMENT

• Any person seeking empanelment as a Service Provider shall be qualified and eligible, as per the applicable laws, regulations and rules, to provide the services as mentioned in this terms and conditions.
• In case of non-individual applicants, Service Provider shall designate one individual (Authorised Representative) who will be authorised to act and undertake all the decisions on behalf of the Service Provider. Any change in the authorised representative should be duly intimated to PRUDENT. All the actions of such Authorised Representative shall have binding effect on the Service Provider itself.

5.SCOPE OF SERVICES

The Service Provider agrees to refer his/her clients and share his/her client data-base as well as various infrastructure facilities to PRUDENT which includes but not limited to

• Providing Table Space and power
• Providing strong room for storage,
• Providing advertisement space for various products at its office,
• Verification, collection and support in compilation of various documents
• Arranging Road Shows
• Arranging Client meetings at various places
• Any other services which may be mutually decided between PRUDENT and the Service Provider

It is further agreed between both the parties that the payment of the fees will solely depend on actual provision of the above-mentioned services and it will no way be related to the actual conversion of the business.

6.SERVICE PROVIDER INFORMATION

• The Service Provider authorises PRUDENT to use Bank Account details submitted by the Service Provider online for credit of Fees and other benefits due to Service Provider pursuant to the services availed by PRUDENT.
• The Service Provider warrants that its information captured by PRUDENT and all other documents submitted by him are true and correct and that PRUDENT will not be responsible or liable for any loss, claims, liability that may arise on account of any incorrect and/or erroneous data/information of the Service Provider.
• The terms of the Privacy Policy, as amended from time to time, are incorporated with reference to these Terms and Conditions and the same can be accessed at www.prudentcorporate.com. The Service Provider agrees to comply with the terms of the Privacy Policy along with these Terms and Conditions.
• Service Provider agrees that if it notices any error in its information, the Service Provider shall advise PRUDENT of the same as soon as possible. While PRUDENT will take all reasonable steps to ensure the accuracy of the statement, PRUDENT is not liable for any error.

7.OBLIGATIONS OF PRUDENT

PRUDENT shall at all times -

• promptly make the payments of all the referral fees to The Service Provider for availing the services as per the rates and the terms and conditions which have been mutually decided from time to time;
• reimburse the miscellaneous expenses such as tea, coffee, snacks, courier expenses, expenses for arranging the meeting, etc. incurred by The Service provider during the course of providing various services under this empanelment.

8.RIGHTS OF PRUDENT

• PRUDENT reserves rights to reject the application for empanelment as a Service Provider with PRUDENT at its sole discretion without giving any reason/ notice for the same.
• PRUDENT reserves the right and discretion to change, amend or modify the terms and conditions under this EMPANELMENT without prior notice.
• PRUDENT reserves the right to allocate, change, shift, and transfer the relationship of the Service Provider to any of its employee to service the Service Provider for the development of his business on a day-to-day basis.
• PRUDENT reserves the right to conduct Audit of the Service Provider's Business and inspect relevant documents in connection with this empanelment.
• Service Provider recognizes and acknowledges the exclusive rights, title and proprietary interest of PRUDENT to ownership of PRUDENT’s various trademarks, service marks, logos and/or any other intellectual property assets and shall not claim any rights, title or interest in the same or any part of it. Service Provider agrees not to use PRUDENT’s name, trademarks, service marks, logos or any other intellectual property assets in any manner whatsoever on its website or elsewhere, except to such limited extent as may be specifically agreed to and in the manner so authorized by PRUDENT in writing.
• Entry and usage of premises and office infrastructure of PRUDENT by the Service Provider shall be subject to the rules and guidelines as laid down by PRUDENT.
• The Service Provider shall have no right to inspect and/or have any access to the books, records, documents, systems, infrastructure etc. of PRUDENT.

9.FEES

• The Fees and the periodicity of its payments will be decided by PRUDENT at its discretion. Further, PRUDENT has the right to revise the same from time to time as it thinks fit. The Service Provider shall be eligible to receive fees based on the services provided.
• PRUDENT reserves the right to withhold the fees or any other amount payable to the Service Provider, pending submission of the declarations/documents/forms or any other information as required by the Service Provider.
• PRUDENT may change the Fee structure at any time in future without prior notice.
• In case the Service Provider receives any fees or any other amount, which is not due or payable to the Service Provider, PRUDENT shall be entitled to recover the same or adjust all such amounts as are paid wrongly or by mistake.
• PRUDENT reserves the right to set-off and/or deduct any due amounts by Service Provider from the accrued Fees or any other amounts payable to the Service Provider at the discretion of PRUDENT.
• The Fees payable by PRUDENT will be as per the Fee structure as may be notified by PRUDENT from time to time and will be inclusive of all taxes, cesses, charges and levies.
• The Service Provider shall be responsible for payment of GST (if applicable) and shall comply with timely uploading of invoice details in the Goods and Service Tax Network (GSTN), for services / goods provided to Prudent and shall ensure that all requirements of an invoice as stipulated under GST Rules have been captured in the invoice.
• The Service Provider agrees that in cases where there is mis-match of credit, non payment of tax, non filing of returns etc. due to which Prudent has to reverse the availed credit or there is non availability of credit, Prudent will restrict payment or recover the amount from the Service Provider. The details of such restriction may be decided at its discretion by Prudent.
• Upon the expiry/termination of the Service Provider's appointment under this Empanelment, the Service Provider shall be entitled to no other fees from PRUDENT as per the terms and conditions of this EMPANELMENT

10.CONFIDENTIALITY

• Confidential Information shall mean all information disclosed to the Parties under this EMPANELMENT. The Party receiving the information shall be the “Recipient Party” and the party disclosing the information shall be the “Disclosing Party”.
• Each Party further acknowledges and agrees: To protect Confidential Information, the standard of care required by the Party in protecting the confidentiality of Confidential Information shall be the same standard of care that the disclosing Party uses in protecting its own Confidential Information. Parties here to shall disclose Confidential Information or permit disclosure of Confidential Information to its employees, agents or Service Provider only on NEED TO KNOW basis.

11.SUSPENSION AND TERMINATION

• The appointment of the Service Provider shall continue to remain in full force and effect unless terminated by PRUDENT or the Service Provider, in accordance with the provisions contained herein.
• Both the parties are free to terminate this EMPANELMENT by serving one month advance notice to the other party without assigning any reason.
• PRUDENT shall be entitled to terminate the engagement of the Service Provider forthwith, if:
  • the Service Provider is found to be a minor or adjudicated as an insolvent or found to be of unsound mind by a court of competent jurisdiction;
  • it is found that the Service Provider has knowingly participated in or connived in any fraud, dishonesty or misrepresentation against PRUDENT or any client.
  • any statement made by the Service Provider in the Service Provider Empanelment Form is found to be false or misleading or intended to mislead.
  • the Service Provider conducts or acts in any manner, which is deemed prejudicial to the interest of PRUDENT, its service providers, other Service Providers or associates.
  • the Service Provider does not comply with all applicable legislations, statutes, ordinances, regulations, administrative rulings or requirements.
  • The Service Provider resorts to threat or abusive language or mental harassment in its conduct with employees or officials of PRUDENT
• PRUDENT is not liable for any consequence arising from such suspension or termination of Service Provider. PRUDENT cannot be held liable for any refund of fees, actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, and/or investments made in infrastructure, systems, employees, etc. or charges in respect thereof or otherwise on account of such suspension or termination.
• Upon the death of the individual Service Provider, the Service Provider status shall be deemed to be terminated with effect from the date of death.

12.INDEMNIFICATION

• The Service Provider hereby declares and covenants to defend, indemnify and hold PRUDENT its directors, affiliates, promoters, employees, successors in interest and permitted assigns harmless from and against all claims, liabilities, costs, charges, damages or assertions of liability of any kind or nature resulting from:
• Any failure to comply with all applicable legislation, statutes, ordinances, regulations, circulars administrative rulings or requirements of law;
• The misfeasance, malfeasance, negligence, defaults, misconduct or fraudulent acts of & by the Service Provider or its representatives, employees, directors, agents, representatives;
• Any and all actions, suits including suits related to succession and testamentary, proceedings, assessments, settlement, arbitration judgments, cost and expenses, including attorneys' fees, resulting from any of the matters set forth herein above.
• Fraudulent, improper, incorrect, wrongful or negligent performance, work, service, act or omission by the Service Provider including any of its employees, and representatives;
• Willful misconduct of the Service Provider or any of its employees, and representatives.

13.Jurisdiction

• The Terms and Conditions under this EMPANELMENT shall be interpreted under the laws of India.
• Any claims, disputes or differences arising under or in connection with this EMPANELMENT or anything done or omitted to be done pursuant hereto shall be subject to the exclusive jurisdiction of the civil courts in Ahmedabad.
• The Parties may choose to settle any controversy or claim arising out of or relating to the breach thereof by arbitration to be held in Ahmedabad in accordance with the law of jurisdiction and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

14.MISCALLENEOUS

• PRUDENT and Service Provider will be collectively referred to as “Parties” and severally as “Party”.
• In this Terms and Conditions, wherever the context so requires, reference to the neuter gender includes reference to the feminine and masculine genders and vice versa.
• Clause headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation or construction of this EMPANELMENT or of any clause.
• It is clarified that this EMPANELMENT is on a principal to principal basis and does not and shall not constitute or deemed to constitute a partnership or joint venture or agency of any kind under the Indian Contract Act or any other law for the time being in force and does not create and shall not be deemed to create any employer-employee or principal-agent relationship between the parties
• If any provision of this EMPANELMENT is held unenforceable, such provision will be modified to reflect the parties intention. All remaining provisions of this contract shall remain in full force.

15.FORCE MAJEURE

The Parties shall not be liable for any failure to perform any of its obligations under this EMPANELMENT if the performance is prevented, hindered or delayed by a Force Majeure event and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.