Outsourcing Terms & Conditions

Avanse Financial Services Limited ("Avanse"), a NBFC licensed by Reserve Bank of India (RBI) may subject to extant regulations outsource its certain activities to the service provider/s. While undertaking the outsourcing activity from Avanse, service provider shall be deemed to have read and accepted the below mentioned Outsourcing Terms & Conditions ("T&C's"). The T&C's are framed in view of directions issued by RBI and as such service provider shall follow the T&C to the extent relevant to their activity.

Outsourcing's Terms and Conditions ("T&C's"):-

This Schedule shall form an integral part of the Outsourcing Agreement ("Agreement").

Definitions:-

• Outsourcing:
  Outsourcing is defined as the NBFC's use of a third party (either an affiliated entity within a corporate group or an entity that is external to the corporate group) to perform activities on a continuing basis (?Continuing basis' includes agreements for a limited period) that would normally be undertaken by the NBFC itself, now or in the future.
• Material Outsourcing:
  Material outsourcing arrangements are those which, if disrupted, have the potential to significantly impact the business operations, reputation, profitability or customer service.

Outsourcing guidelines prescribes two sets of outsourcing partners for NBFC:-

The service provider may either be a member of the group/ conglomerate to which the NBFC belongs, or an unrelated party (collectively to be referred to as "Service Provider"),

1. Third Parties
2. Group Companies

Terms & Conditions for Outsourcing activities:-

Any activity outsourced by Avanse to the Service Provider shall be subject to the following general terms and conditions:-

• The Service Provider shall,

  1. adhere to all the applicable laws, rules, regulations, conditions of approval related to licensing or registration, guidelines and/or directives, as may be amended from time to time, issued to and/or applicable to Avanse as well as Service Provider, by a statutory or regulatory authority as may be applicable from time to time, with respect to the Services and other subject matter hereof;
  2. act with all reasonable diligence, in good faith, observe all instructions of Avanse from time to time and shall follow fair practices to maintain privacy, consumer and prudential laws;
  3. not carry out any activity that would result in internal control, business conduct or reputation of Avanse being compromised or weakened;
  4. not conducts business on its own behalf, inconsistent with the overall strategic goals of Avanse;
  5. have adequate financial capacity to fulfil obligations and/ or to provide remedies to Avanse in the event of technology failure, fraud, error on part of Service Provider;
  6. not assign, delegate or subcontract any of its responsibilities contained in the Agreement to any agent, sub-agent or sub-contractor without prior written consent/permission of Avanse. The agreement in respect of services shall be on Principal to Principal basis.
  7. Shall strictly adhere to internal guidelines, policies and standards as may be issued by Avanse from time to time that are duly shared with the Service Provider
  8. Shall ensure reasonable standards of care and skill in discharging the Services in terms of the Agreement.
  9. put in place appropriate procedures and policies to restrict its employees, consultants or other agents from causing breach under the Agreement. It shall promptly notify Avanse of any such breach;
  10. segregate and keep separately and hold in trust all information, documents and record and other assets pertaining to the Services and relating to Avanse;
  11. take adequate measure to ensure that the Services by the Service Provider at the relevant places are distinctly visible and clear to customers, in the event the Service Provider is sharing the premises with other persons.
• In case the service provider is an off-shore entity then (i) the services shall be confined to limited activities by which Avanse is not subjected to or governed by any regulations or laws in such off shore jurisdiction. and (ii) also, the jurisdiction of the courts in the off shore location where data is maintained shall not extend to the operations of Avanse in India on the strength of the fact that the data is being processed there even though the actual transactions are undertaken in India; and (iii) further all original records shall continue to be maintained in India by Avanse and hence the service agreement /arrangement shall be governed accordingly.
  
  

• Confidentiality & Security:-

  The Service Provider agrees that

  • It shall maintain the confidentiality of Information provided and terms of the arrangement, and other material provided by Avanse.
  • It shall take appropriate measures to ensure adequate protection of privacy and confidentiality of all data Information pertaining to Avanse, its customers or any third party in relation to the Agreement or the Services and thereby ensure that there is no breach of privacy of Avanse, clients or customers of Avanse or any third party during the course of performance of its obligation;
  • it shall carefully preserves all the documents containing customer related Information, data etc., as required by the law and shall refrain from disclosing any information to unrelated third parties either implicitly or explicitly, irrespective of any divergence in views and breakdown of professional relationships or any disputes or dissatisfaction between the parties, in any manner that would jeopardize the business and corporate reputation of the Avanse. The Service Provider and its employees, agents, assigns shall not allow access or share such documentation in part or whole to any third party, or allow any third party to unless obliged to do so by any regulatory authority or a court of law having competent jurisdiction to mandate such sharing or access.
  • It shall ensure to appropriately preserve and isolate/segregate Avanse's information, documents and records, and other assets.
  • It shall use the Information and other materials only for the purpose for which it was provided and not profit from the same in an unauthorized manner.
  • Access to the Information by staff of the Service Provider shall be on 'need to know' basis i.e., limited to those areas where the Information is required in order to perform the Services.
  • Service provider to act, follow and provide its Services in accordance with the Fair Practices Code and other directions as issued and amended by Reserve Bank of India from time to time and as displayed on Avanse's website ("https://www.avanse.com"), failing which it shall be deemed to be a material breach of the terms of the Agreement.
  • Upon receipt of notice from Avanse, the service provider shall to the extent practicable return and then destroy Avanse's confidential information related to customer (except for those which are required for Service provider to retain for legal and regulatory purpose under confidentiality).
    
    

• Security and Control Processes:

  • The Service Provider hereby agrees to have reasonable security practices, control processes and checks in respect of the sourcing, servicing and collections on a regular basis to the extent directed by Avanse and as per the applicable laws including the provisions of Information Technology Act, 2000.
  • The Service Provider shall review and monitor on regular basis and immediately disclose any breaches of security practice/processes and controls and leakage of Information to Avanse. Avanse shall also be entitled to review and monitor the security practices and control processes of the Service Provider on regular basis after providing reasonable prior notice.
    
    

• Audit and Inspection:

  • Service Provider's books & accounts, records and information relevant to the services and financial arrangement outsourced shall be made available to Avanse including right to obtain copies of any audit or review reports and findings made on the service provider whether by Avanse's internal or external auditors, or by agents appointed to act on its behalf for conducting relevant audits . The financial services outsourced by Avanse to Service Provider shall also be subject to on-site/off- site monitoring and inspection/scrutiny by Reserve Bank of India (RBI). If RBI requires, access to Avanse's information and data submitted to Service provider, the service provider shall provide its books & accounts, records and information to RBI in respect of Avanse's services and financial arrangement outsourced within 7 working days upon receipt of notice from RBI.
  • Avanse shall, as it may deem appropriate and necessary, be entitled to disclose and allow access of all or any information and data relating to Avanse and the Service Provider, the Services or anything in relation to the Agreement to Reserve Bank of India, any other statutory, regulatory, administrative body, or any other person, within a reasonable time;
    
    

• Termination of Agreement:

  Both the parties shall have right to terminate the agreement by giving 30 days written notice to the other Party. In case of any material breach of any of the terms & conditions of the agreement, the agreement shall be terminated with immediate effect at the option of the non-defaulting party.

• The Service Provider shall,

  1. adhere to all the applicable laws, rules, regulations, conditions of approval related to licensing or registration, guidelines and/or directives, as may be amended from time to time, issued to and/or applicable to Avanse as well as Service Provider, by a statutory or regulatory authority as may be applicable from time to time, with respect to the Services and other subject matter hereof;
  2. act with all reasonable diligence, in good faith, observe all instructions of Avanse from time to time and shall follow fair practices to maintain privacy, consumer and prudential laws;
  3. not carry out any activity that would result in internal control, business conduct or reputation of Avanse being compromised or weakened;
  4. not conducts business on its own behalf, inconsistent with the overall strategic goals of Avanse;
  5. have adequate financial capacity to fulfil obligations and/ or to provide remedies to Avanse in the event of technology failure, fraud, error on part of Service Provider;
  6. not assign, delegate or subcontract any of its responsibilities contained in the Agreement to any agent, sub-agent or sub-contractor without prior written consent/permission of Avanse. The agreement in respect of services shall be on Principal to Principal basis.
  7. Shall strictly adhere to internal guidelines, policies and standards as may be issued by Avanse from time to time that are duly shared with the Service Provider
  8. Shall ensure reasonable standards of care and skill in discharging the Services in terms of the Agreement.
  9. put in place appropriate procedures and policies to restrict its employees, consultants or other agents from causing breach under the Agreement. It shall promptly notify Avanse of any such breach;
  10. segregate and keep separately and hold in trust all information, documents and record and other assets pertaining to the Services and relating to Avanse;
  11. take adequate measure to ensure that the Services by the Service Provider at the relevant places are distinctly visible and clear to customers, in the event the Service Provider is sharing the premises with other persons.
• In case the service provider is an off-shore entity then (i) the services shall be confined to limited activities by which Avanse is not subjected to or governed by any regulations or laws in such off shore jurisdiction. and (ii) also, the jurisdiction of the courts in the off shore location where data is maintained shall not extend to the operations of Avanse in India on the strength of the fact that the data is being processed there even though the actual transactions are undertaken in India; and (iii) further all original records shall continue to be maintained in India by Avanse and hence the service agreement /arrangement shall be governed accordingly.
  
  

• Confidentiality & Security:-

  The Service Provider agrees that

  • It shall maintain the confidentiality of Information provided and terms of the arrangement, and other material provided by Avanse.
  • It shall take appropriate measures to ensure adequate protection of privacy and confidentiality of all data Information pertaining to Avanse, its customers or any third party in relation to the Agreement or the Services and thereby ensure that there is no breach of privacy of Avanse, clients or customers of Avanse or any third party during the course of performance of its obligation;
  • it shall carefully preserves all the documents containing customer related Information, data etc., as required by the law and shall refrain from disclosing any information to unrelated third parties either implicitly or explicitly, irrespective of any divergence in views and breakdown of professional relationships or any disputes or dissatisfaction between the parties, in any manner that would jeopardize the business and corporate reputation of the Avanse. The Service Provider and its employees, agents, assigns shall not allow access or share such documentation in part or whole to any third party, or allow any third party to unless obliged to do so by any regulatory authority or a court of law having competent jurisdiction to mandate such sharing or access.
  • It shall ensure to appropriately preserve and isolate/segregate Avanse's information, documents and records, and other assets.
  • It shall use the Information and other materials only for the purpose for which it was provided and not profit from the same in an unauthorized manner.
  • Access to the Information by staff of the Service Provider shall be on 'need to know' basis i.e., limited to those areas where the Information is required in order to perform the Services.
  • Service provider to act, follow and provide its Services in accordance with the Fair Practices Code and other directions as issued and amended by Reserve Bank of India from time to time and as displayed on Avanse's website ("https://www.avanse.com"), failing which it shall be deemed to be a material breach of the terms of the Agreement.
  • Upon receipt of notice from Avanse, the service provider shall to the extent practicable return and then destroy Avanse's confidential information related to customer (except for those which are required for Service provider to retain for legal and regulatory purpose under confidentiality).
    
    

• Security and Control Processes:

  • The Service Provider hereby agrees to have reasonable security practices, control processes and checks in respect of the sourcing, servicing and collections on a regular basis to the extent directed by Avanse and as per the applicable laws including the provisions of Information Technology Act, 2000.
  • The Service Provider shall review and monitor on regular basis and immediately disclose any breaches of security practice/processes and controls and leakage of Information to Avanse. Avanse shall also be entitled to review and monitor the security practices and control processes of the Service Provider on regular basis after providing reasonable prior notice.
    
    

• Audit and Inspection:

  • Service Provider's books & accounts, records and information relevant to the services and financial arrangement outsourced shall be made available to Avanse including right to obtain copies of any audit or review reports and findings made on the service provider whether by Avanse's internal or external auditors, or by agents appointed to act on its behalf for conducting relevant audits . The financial services outsourced by Avanse to Service Provider shall also be subject to on-site/off- site monitoring and inspection/scrutiny by Reserve Bank of India (RBI). If RBI requires, access to Avanse's information and data submitted to Service provider, the service provider shall provide its books & accounts, records and information to RBI in respect of Avanse's services and financial arrangement outsourced within 7 working days upon receipt of notice from RBI.
  • Avanse shall, as it may deem appropriate and necessary, be entitled to disclose and allow access of all or any information and data relating to Avanse and the Service Provider, the Services or anything in relation to the Agreement to Reserve Bank of India, any other statutory, regulatory, administrative body, or any other person, within a reasonable time;
    
    

• Termination of Agreement:

  Both the parties shall have right to terminate the agreement by giving 30 days written notice to the other Party. In case of any material breach of any of the terms & conditions of the agreement, the agreement shall be terminated with immediate effect at the option of the non-defaulting party.