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Master Services Agreement

This Master Service Agreement (“Agreement”), dated (“Date”), is between:

BALDOR TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 whose C.I.N. is U74900MH2011PTC291275, having its registered office and corporate offices at 4-F Rushabh Chambers, Plot No. 609, Off Makwana Road, Marol Naka, Andheri (East), Mumbai 400059, website: www.idfy.com, telephone number: (+91) 22 4914 7777, fax number: (+91) 22 4914 7725 and email id: contactus@idfy.com (hereinafter referred to as “IDfy” which expression shall, unless repugnant to the context, be deemed to include its successors and assigns);


AND

Company Name a [company incorporated under the provisions of the Companies Act, [2013]/[1956] with Corporate Identification Number [•] having their registered office [•] OR [limited liability partnership registered under the provisions of the Limited Liability Partnership Act, 2008 with Limited Liability Partnership Identification Number [•] having their registered office at [•]] OR [registered / unregistered partnership firm with their offices at [•]], (hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, be deemed to include its legal representatives and successors);

The Client and IDfy may be referred to individually as a “Party” and together as the “Parties”.


RECITALS

  1. IDfy is in the business of providing various background verification and related services to its customers
  2. Based upon the terms and considerations set out herein, the Client has asked IDfy to provide, and IDfy has agreed to provide to the Client, the various services described in Annexure ‘A’ to this Agreement in relation to the Verification Subjects (“(as hereinafter defined)”).
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS, REPRESENTATIONS AND INDEMNITIES SET FORTH IN THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

  • 1.1 In this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings:
  • Agreement has the meaning ascribed to it in the prefatory paragraph above.
    Applicable Law mmeans any law, rule, regulation, circular, notification, ordinance, order, treaty, judgment, decree, injunction, permit or decision of any central, state or local government, authority, agency, court or other body having jurisdiction over the matter in question, as may be in force from time to time.
    Confidential Information means any information (regardless of being identified or marked as ‘confidential’ or ‘proprietary’) received by one Party in relation to the other Party including (i) all information regarding any affiliates, group companies, businesses, employees, customers, suppliers, contractors, other third parties conducting business with such other Party, affiliates, group companies, customers or other technical and commercial matters; (ii) customer identification information, sensitive personal information, products, services, legal, financial, commercial, marketing and business related records, data, documents, reports, drawings, models, samples, disks, data, client information, any copies thereof; (iii) any information which is marked as ‘confidential’, and (v) any information which according to Applicable Law is confidential or sensitive information.
    Credit Period has the meaning ascribed to it in Clause 1.1.
    Effective Date has the meaning ascribed to it in the prefatory paragraph above.
    Fee has the meaning ascribed to it in Annexure ‘A’ to this Agreement, as amended from time to time.
    Final Report has the meaning ascribed to it in Clause 3.8
    IDfy Indemnified Party mhas the meaning ascribed to it in Clause 9.2.
    Indemnified Parties has the meaning ascribed to it in Clause 9.1.
    Indemnifying Party has the meaning ascribed to it in Clause 9.1.
    Insufficiency hhas the meaning ascribed to it in Clause 3.3.
    IPR means: (i) any invention (whether patentable or not and whether or not reduced to practice), any improvement thereto, any patent, patent application and patent disclosure, together with any reissuance, continuation, continuation-in-part, revision, extension and re-examination thereof; (ii) any trademark, service mark, trade dress, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection therewith; (c) any copyrightable work, any copyright, and any application, registration, and renewal in connection therewith; (d) any mask works and any application, registrations, and renewals in connection therewith; (e) any trade secret and confidential business information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, technical data, design, drawing, specification, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (f) any computer software (including data and related documentation); (g) any other proprietary right; (h) any copies and tangible embodiments thereof (in whatever form or medium); (i) any license or sublicense of an intellectual property, whether exclusive or non-exclusive; and (j) any software, features, design, programming, application, development work and / or promotion, advertising which in any way contributes / supports, tests, helps the business of IDfy whether developed by IDfy or employees of IDfy or outsourced by IDfy.
    Notice has the meaning ascribed to it in Clause 15.1.
    Software has the meaning ascribed to it in Clause 6.1.
    Services means the services to be provided by IDfy under this Agreement as listed in Annexure ‘A’ to this Agreement as amended from time to time.
    Supplementary Verification Report has the meaning ascribed to it in Clause 3.8
    Term has the meaning ascribed to it in Clause 5.1.
    Verification Subject/s has the meaning ascribed to it in the prefatory paragraphs of this Agreement.
  • 1.2. In this Agreement, unless the context otherwise requires:
    • 1.2.1 words denoting the singular include the plural and vice versa;
    • 1.2.2. reference to the words “include” or “including” shall be construed without limitation;
    • 1.2.3. references to a specified clause or Annexure of this Agreement shall be construed as a reference to that specified clause or Annexure;
    • 1.2.4. the headings and titles in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement;
    • 1.2.5. reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions; and
    • 1.2.6. the annexures hereto form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.

2. SCOPE

2.1. IDfy shall render the Services (as listed in the Annexure ‘A’ to this Agreement) for the Fees and on the terms and conditions set out in this Agreement (including its Annexures). In the event, IDfy is required to render any services in addition to those specified in Annexure ‘A’, the scope of such additional services and consideration for such additional services shall be mutually agreed between the Parties.
2.2. YThe Client acknowledges that the Services contemplated under this Agreement will be rendered on a nonexclusive basis and IDfy may, during the subsistence of this Agreement, render services similar to the Services contemplated under this Agreement to other persons.

3. SERVICE PERFORMANCE

  • 3.1 IDfy shall commence provision of the Services in respect of any Verification Subject upon:
    • 3.1.1 receipt of written instruction to do so from the Client; and completion by a Verification Subject of the requirements on the IDfy website located at www.idfy.com for initiation of Services; and
    • 3.1.2 receipt from the Client of all consents, authorisations, permissions, Supporting Documents, and information described in Annexure ‘A’ in respect of that Verification Subject, which the Client confirms are (i) in the form and manner prescribed by IDfy, and (ii) complete in all respects.
      OR
      that Verification Subject providing the necessary consents, authorisations, permissions, Supporting Documents, and information to IDfy for the performance of the Services as described on IDfy’s website, at www.idfy.com, and that such Verification Subject confirms are (i) in the form and manner prescribed on such website, and (ii) complete in all respects.
  • 3.2 The turn-around-time (“TAT”) for the provision of any of the Services in respect of a Verification Subject as described in Annexure ‘A’ shall commence only upon receipt by IDfy of the consents, authorisations, permissions, Supporting Documents, and information, as described in Clause 3.1.
  • 3.3 IDfy may require either (i) additional details and documents in respect of any Verification Subject in the course of providing the Services, or (ii) details, documents, or information that may be missing from the consents, authorisations, permissions, Supporting Documents, and information provided by or in respect of any Verification Subject prior to the commencement of Services in respect of such Verification Subject. In such events, IDfy shall notify the Client / Verification Subject of such a requirement (such notification hereinafter referred to as an “Insufficiency”). An Insufficiency must be fulfilled, that is, any additional or missing details, documents, and information specified by IDfy in such Insufficiency must be provided to IDfy, within 10 (ten) business days of IDfy bringing such Insufficiency to the Client’s / Verification Subject’s notice. IDfy reserves the right to close the Report (as that term is defined in Annexure ‘A’ to this Agreement) in respect of that Verification Subject, and mark it as ‘Amber’ (as described in Annexure ‘A’ to this Agreement). Provided further that the TAT in respect of any Services in relation to which an Insufficiency has been raised by IDfy shall commence only upon the provision of the necessary details, documents, or information that IDfy may indicate in its communication of such Insufficiency to the Client.
  • 3.4. The Client understands and agrees that the provision of Services by IDfy shall be based upon the consents, authorisations, permissions, Supporting Documents, and information provided to IDfy in relation to any Verification Subject, and that IDfy shall not be responsible or liable in any manner for any inaccuracy, incompleteness, or insufficiency in any Final Report or Supplementary Verification Report in relation to any Verification Subject that is based upon, or has resulted from, IDfy’s providing the Services on the basis of the consents, authorisations, permissions, Supporting Documents, and information provided to IDfy in relation to that Verification Subject in accordance with the terms hereof.
  • 3.5. All requests for the use of the Services in relation to any Verification Subject are subject to acceptance by IDfy, and IDfy retains the right to reject any request for Services in relation to any Verification Subject, that does not comply with the terms hereof, and with the Terms of Use of the IDfy website, located at www.idfy.com.
  • 3.6. The Client understands and agrees that IDfy may, in the course of providing the Services, employ the services of various agents and sub-contractors, and that the Client does not have, nor shall it, at any time raise, any objection to the use of such agents or sub-contractors by IDfy, provided that IDfy shall ensure that such agents and sub-contractors are bound by terms of confidentiality and data protection that are at least as onerous as the ones set out in this Agreement.
  • 3.7. The Client understands and agrees that IDfy may access or employ various third-party applications, programs, databases, and services (collectively, “Third-Party Services”) and application programming interfaces (“APIs”) provided by such third-party services to provide the Services to the Client. Notwithstanding anything in this Agreement, the Parties agree that IDfy’s provision of the Services to the Client under this Agreement is subject to the availability of such Third-Party Services and such Third-Party Service APIs, and that IDfy (a) shall be in no event liable or responsible in any manner whatsoever for any liability or action arising as a result of, or in relation to, the unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services and such Third-Party APIs, and (b) nor shall IDfy be held to be in default of any of its obligations or responsibilities under this Agreement arising out of such unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services and such Third-Party APIs, whether by way of exceeding the TAT in relation to any particular instance of a Service, or any inaccuracy in any written report or information provided by IDfy to the Client, or any other component of any instance of a Service, or otherwise.
  • 3.7. The Client understands and agrees that IDfy may access or employ various third-party applications, programs, databases, and services (collectively, “Third-Party Services”) and application programming interfaces (“APIs”) provided by such third-party services to provide the Services to the Client. Notwithstanding anything in this Agreement, the Parties agree that IDfy’s provision of the Services to the Client under this Agreement is subject to the availability of such Third-Party Services and such Third-Party Service APIs, and that IDfy (a) shall be in no event liable or responsible in any manner whatsoever for any liability or action arising as a result of, or in relation to, the unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services and such Third-Party APIs, and (b) nor shall IDfy be held to be in default of any of its obligations or responsibilities under this Agreement arising out of such unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services and such Third-Party APIs, whether by way of exceeding the TAT in relation to any particular instance of a Service, or any inaccuracy in any written report or information provided by IDfy to the Client, or any other component of any instance of a Service, or otherwise.
  • 3.8. IDfy shall, upon completion of the Services in relation to a Verification Subject, submit a collated concise ‘Final Report’ in the manner set out in Annexure ‘A’, documenting the process followed for the Services in relation to such Verification Subject, responses received, and IDfy’s good faith summary conclusions therefrom (a “Final Report”). In the event that any Services in relation to a Verification Subject are not completed for any reason at the time of creation of the Final Report, IDfy may, in its sole discretion, submit a ‘Supplementary Verification Report’ in respect of those incomplete Services as and when it is able to complete the provision of such Services, documenting the process followed for such Services, responses received, and IDfy’s good faith summary conclusions therefrom (a “Supplementary Verification Report”). By way of illustration, if IDfy is unable to complete a particular Service in relation to a Verification Subject because of an unresolved Insufficiency, IDfy may submit a Final Report for Services performed in relation to the Verification Subject concerned, and provide a Supplementary Verification Report for the Service that was the subject of such Insufficiency, when such Insufficiency is resolved, and the provision of such Service completed.
  • 3.9. The Client recognises and understands that IDfy owns, maintains, and retains the right to use in any manner that it deems fit, a database of information about individuals (“Profiles”) collated as a result of services similar to the Services performed on behalf of its clients and customers (the “Database”). The Client recognises, understands, and agrees that it may receive, as part of the Report in relation to any Verification Subject, information from the Database. Any disclosure made to the Client that includes information from the Database shall be subject to the Client’s obligations of confidentiality set out herein.
  • 3.10.The Client agrees that IDfy may retain anonymised records of all data that it obtains or generates in the course of providing the Services under this Agreement. It is hereby clarified that ‘anonymised records’, as that term is used in this Clause 3.10, shall mean such results of the background checks and verifications, or information about individuals that IDfy may obtain in the course of providing the Services, or services similar to the Services, that have been redacted in such a manner that no association or relationship can be traced between such results or information and any individual or entity. IDfy agrees and undertakes that it shall only use such data and record to generate ‘high-level’ or ‘demographic’ insights or reports, and only in such a manner that does not violate its obligations of confidentiality under this Agreement.

4. FEES AND INVOICING

  • 4.1. The Client shall pay IDfy, the Fees in accordance with the Annexures hereto. The Fees shall, unless otherwise provided in the Agreement, be exclusive of all other cost, expenses and Taxes, which shall be payable in addition to the Fees at actuals.
  • 4.2. IDfy shall raise an invoice every month for the Fees applicable in respect of the Services provided in the previous calendar month. Upon such raising of the invoice, the Client shall raise a dispute, if any, in relation to the invoice, within 7 (Seven) days of the date of such invoice; in the event the Client does not raise a dispute in relation to an invoice within the aforesaid period, or does not communicate its approval of the invoice within such aforesaid period, the invoice shall be treated as undisputed. IDfy shall raise invoices in a timely manner capturing all necessary details (including the GSTIN) under Applicable Law for the Services. IDfy shall raise and provide invoices to the Client in soft copy form and via email, with an electronic signature (which the Parties agree shall have the same effect as a physical signature), affixed to such invoices. No invoices raised in accordance with the provisions of this Clause 4.2 would be modified under any circumstances. Any adjustment to invoices may only be by way of of issue of credit note/ debit note as the case may be, and at the discretion of IDfy.
  • 4.3. A delay on the part of IDfy to raise an invoice shall not affect the liability of the Client to pay the Fees. All payments shall be subject to tax deductions as required under Applicable Law. The Client shall be liable to pay taxes that are now or may in the future become applicable to any Fee payment under this Agreement.
  • 4.4. A penalty interest amount at the rate of 18 (eighteen) percent per annum shall be applicable to, and payable by the Client on, any invoices that remain unpaid by the Client beyond 30 (Thirty) days of such invoice (such thirty-day period, the “Credit Period”). In addition, subject to Applicable Law, IDfy may suspend, at its sole discretion, all or part of the Services or withhold any Reports related to the Services in the manner set out in Annexure ‘B’. All restrictions defined under annexure ‘B’ would be removed within 2 (two) working days from the date of regularisation of the event triggering such restrictions.
  • 4.5. IDfy shall not be liable for any damages, losses or liabilities that may arise out of IDfy’s suspension of performance of Services or withholding of Reports due to the Client’s delayed payment or non-payment of Fees. IDfy shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys in respect of the recovery of Fees.
  • 4.6. Fees payable to verifying authorities / source: Fees charged by professional organizations, universities and all other verifying authorities whether for India or overseas verifications, are payable in addition to service fees charged by the Service Provider and no prior approval is required from the Client for the same except in cases where such fees exceed INR 3000 (three thousand Indian Rupees) per verification / check.
  • 4.7. Parties agree that it is not administratively feasible to provide documentation of fees paid to professional organizations, universities and any other verifying authorities along with monthly invoices and no payments will be withheld on account of this.
  • 4.8. Bank charges, if any, will be borne by the Client.
  • 4.9. Fees for overseas verification: IDfy will take approval from client on case to case basis before initiating overseas verification.
  • 4.10.Any cancellation within 24 hours (1 Working Day) of receipt of the service request by the Service Provider shall not be charged. Cancellations received beyond 24 hours (1 Working Day) will be subject to 100% of the applicable fee.
  • 4.11.All re-initiation and re-verification requests received from the Client for Services already completed shall be treated as a new service request and the Service Provider shall charge the applicable fee for such request. The Client acknowledges that the responsibility of ensuring that no duplicate service requests are submitted to the Service Provider rests with the Client. The Service Provider shall not be responsible for the same, and if processed, shall charge the applicable fee.

5. TERM AND TERMINATION

  • 5.1. This Agreement shall commence on the Effective Date and remain in force until terminated in accordance with the provisions hereof (“Term”).
  • 5.2. This Agreement may be terminated by:
    • 5.2.1. either Party upon 60 (sixty) days’ prior written notice to the other Party of its desire to do so;
    • 5.2.2. either Party by written notice of 7 (seven) Business Days to the other Party if a law, order or government decision comes into force which makes it unlawful for either the Client or IDfy to carry on their respective businesses;
    • 5.2.3. either Party with immediate effect in the event that the other Party (a) materially breaches its obligations hereunder in a manner that is irremediable, or if the other Party fails to remedy a remediable breach within 30 (thirty) days of being put on notice of such breach by the non-breaching Party, or (b) undergoes a ‘change in control’, which shall mean a change in the legal, beneficial or equitable ownership of 50% (fifty percent) or more of the aggregate of all voting rights in such Party;
    • 5.2.4. either Party if a petition for winding-up, liquidation, striking off of the register, bankruptcy, or dissolution of the other Party is admitted by a court of law in India, or such other Party passes a resolution for voluntary winding-up;
    • 5.2.5. IDfy by a written notice of 7 (seven) days to the Client if the Client fails to clear the overdue Fees in the manner set out in Annexure ‘B’.
  • 5.3. Upon the termination of this Agreement:
    • 5.3.1. the Client’s right to receive the Services under the Agreement shall immediately stand terminated;
    • 5.3.2. IDfy shall forthwith raise invoices in respect of all the Services provided until such termination and such invoices shall continue to be in effect until IDfy receives full and final payment in respect of the same in accordance with this Agreement;
    • 5.3.3. there shall be no effect, adverse or otherwise, on the vested rights of either Party.

6. INTELLECTUAL PROPERTY RIGHTS

  • 6.1. The Client hereby agrees that the website www.idfy.com, and / or any other software owned, developed, or used by IDfy in relation to the Services under this Agreement (“Software”) and all other right, title, and interest in the Software and the IPR of IDfy shall be the sole property of IDfy and the Client shall have no claim over the same.

7. DATA CONFIDENTIALITY AND SECURITY

  • 7.1. Each Party recognises that in the course of the transactions envisaged in this Agreement, it may become privy to Confidential Information, whether in oral, written, audio or visual form, as a result of this Agreement or the transactions envisaged under this Agreement.
  • 7.2. Each Party agrees that it shall:
    • 7.2.1. keep confidential all the Confidential Information and shall not, without the prior written consent of the other Party, divulge such Confidential Information to any third party;
    • 7.2.2. limit internal dissemination of such Confidential Information to only those individuals whose duties justify their need to know such information;
    • 7.2.3. use the Confidential Information only for the purposes contemplated in this Agreement or for which it was provided and not profit from the same in an unauthorised manner;
    • 7.2.4. provide for the preservation of all Confidential Information in accordance with the requirements of Applicable Law;
    • 7.2.5. immediately upon request by the other Party, return or destroy all Confidential Information together with any copies thereof subject to sub-clause 7.2.4; and
    • 7.2.6. maintain secure systems to ensure that there is no breach of its own internal security which may result in any leakage or disclosure of Confidential Information to any third party.
  • 7.3. The confidentiality obligations in this Clause 7 do not apply to any information which:
    • 7.3.1. has passed into the public domain other than by breach of this Clause 7;
    • 7.3.2. is already before receipt of it from the other Party in possession of a Party without any restriction as to disclosure;
    • 7.3.3. is received from a third party who has lawfully acquired it and who is under no obligation to restrict its disclosure;
    • 7.3.4. has been independently developed without access to the Confidential Information;
    • 7.3.5. a Party is under a legal obligation to disclose, provided that so far as it is lawful and practical to do so, such Party when subject to such disclosure obligation (to the extent possible, prior to such disclosure) shall promptly notify the other Party of such obligation having arisen with a view to provide an opportunity to the other Party to contest such disclosure, or consent to the timing and content of such disclosure, which it shall consider and act on, in good faith.
  • 7.4. The expiry of the Term or termination of this Agreement shall not affect the confidentiality obligations of the Parties under this Clause 7 in relation to the Confidential Information.

8. REPRESENTATIONS

  • 8.1. Each Party hereby represents and undertakes to the other Party that:
    • 8.1.1. it is a body corporate duly incorporated under the laws of India;
    • 8.1.2. it has the power and authority to execute and deliver this Agreement and upon execution and delivery of the same, it shall be a legal, valid and binding obligation of that Party enforceable in accordance with its terms;
    • 8.1.3. the execution and delivery of this Agreement has been duly authorised by necessary corporate actions and approvals and does not require any further authorisation or consent of its shareholders or any third party; and
    • 8.1.4. the execution and performance of this Agreement by such Party does not violate any Applicable Law or violate or contravene the provisions of or constitute a default under any of its constitutional documents or any documents, contracts, agreements or other instruments to which it is a party or which is applicable to it.
  • 8.2. IDfy hereby undertakes that:
    • 8.2.1. it shall take appropriate measures to ensure adequate protection of privacy and confidentiality of all Confidential Information during the course of rendering the Services;
    • 8.2.2. it shall provide qualified, experienced and competent personnel for rendering the Services and apprise them of the sensitive nature of the Confidential Information that they may become privy to; and
    • 8.2.3. it shall not breach the IPR of any third party in the course of providing the Services.
  • 8.3. The Client hereby represents and undertakes that:
    • 8.3.1. it shall comply with all Applicable Laws (including anti-corruption and anti-money laundering laws) applicable to it;
    • 8.3.2. it shall promptly notify IDfy of any breach of its obligations or undertakings under this Agreement;
    • 8.3.3. it shall not breach the IPR of IDfy;
    • 8.3.4. it has obtained all such permissions, authorisations, and consents as may be required, and in such form as may be prescribed under, any Applicable Law, from the persons in relation to whom the Client has provided, or shall provide any information to IDfy for the performance of the Services by IDfy under this Agreement[, and that such permission, authorisation, or consent include permissions, authorisations, and consents for IDfy to permanently store such information in its databases or systems].

9. INDEMNITY

  • 9.1. Without prejudice to any other right available under Applicable Law, each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its affiliates, directors, officers and employees (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, the Indemnified Parties based upon or arising out of or in relation to or otherwise in connection with:
    • 9.1.1. any inaccuracy in any of the representations made by the Indemnifying Party in this Agreement;
    • 9.1.2. any breach of any of the covenants, undertakings, or obligations in this Agreement by the Indemnifying Party;
    • 9.1.3. non-compliance with any Applicable Law by the Indemnifying Party in performing its respective duties or exercising its rights under this Agreement.
  • 9.2. Without prejudice to the generality of the foregoing, the Client shall indemnify, defend and hold harmless IDfy, its directors, employees, and agents (the “IDfy Indemnified Party / Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, an IDfy Indemnified Party based upon, or arising out of, any breach, non-compliance, or non-fulfilment of the requirements of, any Applicable Laws relating to the authorisations, consents, or Supporting Documents in relation to any Verification Subject, or based upon, or arising out of, any decision of the Client affecting any Verification Subject based upon a Report provided by IDfy

10. LIMITATION OF LIABILITY

  • 10.1.Subject to Clauses 10.2 and 16.5 below, the entire and aggregate liability of one Party hereunder to the other (or its directors, employees and agents) whatsoever and howsoever arising and whether arising from any breach of the terms of this Agreement or otherwise, shall in no event exceed the total Fee paid by the Client under this Agreement to IDfy in the 12 (Twelve)-month period preceding the incident giving rise to the relevant liability.
  • 10.2.Except as expressly permitted otherwise in this Agreement, neither Party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for good will or otherwise made in connection with the business contemplated by this Agreement, solely as a result of the expiration or permitted or lawful termination of this Agreement.

11. NON-SOLICITATION

  • 11.1.Each Party hereby covenants and agrees that it shall not, without the prior written consent of the other Party, directly or indirectly, solicit the employment of any of the directors or employees of the other Party, during the Term and for a period of 6 (six) months thereafter.

12. SEVERABILITY AND AMENDMENT

  • 12.1. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law.
  • 12.2. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

13. ASSIGNMENT

  • 13.1.Neither Party shall transfer or assign any of its rights and obligations under this Agreement to any third party without the prior written consent of the other Party.

14. GOVERNING LAW AND DISPUTE RESOLUTION

  • 14.1.In the event of any disputes between the Parties pertaining to this Agreement, the Parties shall mutually and in good faith attempt to resolve all disputes, claims, suits and actions raised within 15 (Fifteen) calendar days from the date when a written notice of such dispute is raised by the disputing Party. In the event that such disputes, claims, suits and actions are not resolved to the mutual satisfaction of the Parties within 15 (Fifteen) calendar days, the same shall be referred to arbitration under the provisions of the Arbitration and Conciliation Act, 1996 and any amendments thereto. Both Parties shall mutually appoint 1 (One) arbitrator. The arbitration shall be held in Mumbai, India and the decision of the arbitrator shall be final and binding on the Parties. All proceedings shall be conducted in English.
  • 14.2.This Agreement will be governed by the laws of India. Subject to the foregoing Clause 14.1 and to applicable Law, all disputes between the Parties in relation to this Agreement that are not resolved by mutual discussion or through arbitration in the manner provided in this Agreement will be subject to the exclusive jurisdiction of courts in Mumbai, India.

15. NOTICES

  • 15.1.Any notice, request, demands or other communication required or permitted to be given under this Agreement (“Notice”) shall be written in English and shall be delivered in any of the following modes of communication: hand delivery or delivery by courier, or by registered post with acknowledgement due or transmitted by e-mail and properly addressed as follows; provided where the Notice has been sent by e-mail, the notice shall also be sent by a nationally recognised courier service or registered-post or hand-delivery
    • 15.1.1.For notices to the Client:
      Attn: [•]
      Address: [•]
      Tel: [•]
      E-mail: [•]
    • 15.1.2.For notices to IDfy:
      Attn: Mr. Ashok Hariharan
      Address: 4-F, Rushabh Chambers, off, Makwana Rd, Gamdevi, Marol, Andheri East, Mumbai, Maharashtra 400059
      Tel: +91 22 49147777
      E-mail: ashok@idfy.com
  • 15.2.Notices shall be deemed to have been validly given (i) when delivered, if Notice has been given by hand delivery; (ii) within 3 (three) days of despatch of the said Notice, if sent by prepaid registered post with acknowledgement due or by nationally recognised courier service, or (iv) at the time of confirmation of transmission recorded on the sender’s computer, if sent by email.
  • 15.3.Any Party may, from time to time, change its address or representative for receipt of Notices provided for in this Agreement by giving to all the other Parties not less than 15 (fifteen) days prior written Notice.

16. MISCELLANEOUS

  • 16.1. Remedy: The Parties agree any breach or threatened breach of the provisions of this Agreement by one Party is likely to cause irreparable loss, harm and injury to the other Party to this Agreement or to third parties, which may not be adequately quantifiable or determinable in monetary terms. The Parties hereby agree that each Party shall have the right to seek remedy for any breach or threatened breach or violation by the other of any obligations and conditions as contained hereunder by way of injunction in addition to and not in lieu of any other legal or equitable relief including monetary damages. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law, equity or in this Agreement.
  • 16.2. Entire Agreement: This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof. It supersedes any and all other agreements, either oral or in writing, between the Parties hereto with respect to the subject matter herein.
  • 16.3. Relationship: The Parties hereby declare and confirm that the Parties are independent contractors, that the relationship between the Parties shall be on a principal-to-principal basis and that no agency, joint venture, partnership, association of persons, trusteeship or similar relationship of any kind shall be deemed to be created between the Parties merely on the entering into, or execution of, this Agreement.
  • 16.4. No Waiver: No forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of that provision. Any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.
  • 16.5. Force Majeure: Neither Party shall be considered as being in default or liable for any delay in performance or for any non-performance caused by circumstances beyond the reasonable control of such Party, including but not limited to, acts of God, explosion, fire, flood, accident, strike or other labour disturbance, power outage, cyber-attacks or data breaches (to the extent beyond the reasonable control of IDfy) water outage, war (whether declared or not), sabotage, order or decree of any court, or action of any governmental authority, or other causes, whether similar or dissimilar to those specified, that cannot reasonably be controlled by the party who failed to perform.
  • 16.6. Survival: The provisions of Clauses 1, 4.1, 4.4, 5.3, 6, 7, 9, 10, 13, 14, 15, 16.1, and this 16.6, and any other provision which expressly or by their nature should survive termination shall survive the expiry of the Term and termination of this Agreement.
  • 16.7. Counterparts: This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts.

ANNEXURE ‘A’

DESCRIPTION OF SERVICES AND COMMERCIAL TERMS

IDfy shall provide the Services described herein to the Client, subject to the terms and conditions set out herein, as well as in the Agreement of which this Annexure forms a part. Part ‘A’: Reports
    1. IDfy shall, in accordance with Clause 3.8 of the Agreement, provide a Final Report or a Supplementary Verification Report, which may include the following particulars:
      • Soft copy of Report will be mailed on registered E-Mail ID.
      • Terms that may be used in the Report, such as ‘Clear’, ‘Major Discrepancy’, ‘Minor Discrepancy’, ‘Unable to verify’, Additional Information Required’, etc. as they apply in the context of the Services being provided.
      • A classification of either ‘Red’, ‘Amber’, or ‘Green’, in accordance with the following parameters:
Classific ation/ Colour Status Description
Red Discrepancy Clearly evidenced violation has occurred where there is no possibility of passing on the benefit of doubt to the Verification Subject concerned. This decision shall be taken by the Client, depending on the severity of the violation and its repercussions.
Amber Review A report classified as ‘Amber’ indicates that the case is not completely verified – either for want of sufficient data or lack of response from the verifying authority.
Green Clear Means there is no cognizable violation observed.
  1. Notwithstanding anything set out in the Agreement or in this Annexure, the Parties agree that the Client shall be liable to pay to IDfy, and IDfy shall be liable to claim and receive from the Client, the Fee in respect of all Services in relation to a Verification Subject, upon submission of the Final Report in relation to that Verification Subject. It is hereby clarified that such obligation upon the part of the Client to pay the Fee shall be in relation to all Services, regardless of any Service not having been completed at the time of submission of the Final Report for any reason, including, without limitation, an unresolved Insufficiency.
Part ‘B’: Description of Services 1. [Name of Service]
Sl. No Item Description / Details
1 Receipt of consents, authorisations, permissions, Supporting Documents, and information The Client shall provide the following to IDfy in the form and manner described herein, in respect of each Verification Subject prior to, or simultaneously with, raising a request for Services in relation to such Verification Subject:
  • The Supporting Documents and information listed in Schedule ‘C’ hereto
    OR
    The Client shall provide a ‘Client Authorisation and Covering Letter’ in the form set out in Schedule ‘A’ and a ‘Candidate Authorisation Letter’ in the form set out in Schedule ‘B’ hereto to IDfy, in respect of each Verification Subject prior to, or simultaneously with, raising a request for Services in relation to such Verification Subject; furthermore, the Client shall procure and ensure that each Verification Subject provides the following to IDfy, through its website at www.idfy.com:
  • The Supporting Documents and information listed in Schedule ‘C’ hereto
2 IDfy Tasks and Activities Scope of Work is as mentioned below in Schedule D.
3 Turn-Around-Time (“TAT”) IDfy shall, in respect of each Verification Subject, complete the tasks and activities described under Serial No. 2 to this table, and provide the Client the Final Report in the manner described in Part ‘A’ of this Annexure, within median TAT of 14 working days of receipt by IDfy of all consents, authorisations, permissions, Supporting Documents, and information described herein in respect of such Verification Subject; provided for the sake of clarity that where IDfy has raised an Insufficiency (as that term is described in the Agreement), the calculation of the period of 14 working days mentioned herein shall commence only upon receipt by IDfy of a complete set of the consents, authorisations, permissions, Supporting Documents, and information mentioned in such Insufficiency.
4 Fee The Client shall pay IDfy a Fee in respect of each instance of provision of the Background Verification Service for each Verification Subject, on the terms and conditions described in the Agreement.

SCHEDULE ‘A’ TO ANNEXURE ‘A’

Client Authorisation Letter

This Letter of Authorisation (“this LoA”) has been issued by [Client name] (“the Client”) to Baldor Technologies Private Limited (“IDfy”), and is further to the Master Services Agreement dated [●] executed by both parties (“the Agreement”). Capitalised terms used, but not defined herein, shall have the meaning ascribed to them in the Agreement.


The Client hereby represents and warrants that it has received the consent of all Verification Subjects in relation to whom it has requested, or shall request, IDfy to provide the Services in the manner and for the purpose set out in the Agreement. The Client further represents and warrants that the provision of such Services by IDfy shall not violate the proprietary or personal rights of any such Verification Subject.


The Client agrees that it shall defend, indemnify, and hold harmless IDfy, its directors, employees, and agents from and against any and all losses, claims, damages, costs (including reasonable attorneys’ fees or legal costs), charges, expenses, liabilities, demands, proceedings and actions or any other liability of any nature whatsoever that IDfy may sustain or incur or which may be brought or established against it by any person, authority or otherwise in relation to the authorisation under this LoA.

SCHEDULE ‘B’ TO ANNEXURE ‘B’

Form of Candidate Authorisation Letter

Letter of Authorization


To whom it may concern:


I understand that the information provided by me may be used by (organization / employer) or any third party agency appointed by the organisation to verify and validate the information I have provided including my employment, my personal background, professional standing, work history and qualifications etc.


I understand that the organisation or the third party agency appointed by the organisation may obtain information it deems appropriate from various sources including, but not limited to current and past employers, criminal conviction records, university / school / college records, professional and personal references and other verifying sources / authorities.


I authorise, without reservation, any individual, corporation or other private or public entity to furnish the organization or the third party agency appointed by the organization, all information about me.


I unconditionally release and hold harmless any individual, corporation, or private or public entity from any and all causes of action that might arise from furnishing to the organisation or the third party agency appointed by the organisation, that they may request pursuant to this release.


This authorisation and release, in original, faxed or photocopied form, shall be valid for this and any future references.

SCHEDULE ‘C’ TO ANNEXURE ‘A’

SUPPORTING DOCUMENTS AND INFORMATION

For address check:


  • Passport
  • Ration card
  • Aadhaar card
  • Voter I.D.
  • Utility bill

For Identity check:


  •  PAN card
For International Database check:

We require Full Name of the candidate, Fathers full name, Date of Birth and Exact Postal address to conduct this check


For Drivers License check (Online):


  • Driver’s License

For Police verification through Law firm: We require Full Name of the candidate, Fathers full name, Date of Birth and Exact Postal address to conduct this check


For Criminal Court record check: We require Full Name of the candidate, Fathers full name, Date of Birth and Postal address to conduct this check


For Bank Statement Analysis We require a Valid Bank Account statement PDF for a minimum of past 1 year window from the current date

Scope of Work & Commercials:


  1. a. Address check
IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
Written report regarding the address verification

Site Audit – physical visit to location, which are under serviceable locations. In some instances, IDfy may send a courier to the location and track delivery using the airway bill number.


– Accuracy of confirmation is subject to the information provided by the person providing verification


Address information is confirmed with anyone of the following persons during the site visit – candidate’s family member, candidate, neighbor, housing society office, current occupant/tenant, roommates/friends etc.

Tier 1 150/-
Tier 2 250
Tier 3 350
b. Criminal Court Record Check (not signed by attorney)

IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
Written report based on survey of criminal court records from Indian courts, based on name, date of birth, father’s name, address(es)

Indian criminal law courts’ records scrutinized by system, further checked by IDfy’s trained agents.


Assessment is then further ratified by a qualified in-house lawyer.

145/-
(Per Address)
c. ID check Online

IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
Written report on accuracy of match between candidate’s name and name on P.A.N. card. Database check on government databases to determine accuracy of match between candidate’s name and name on PAN card provided by Client. 5/-
(Per ID check)
d. International Criminal Database Check

IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
Written report based on survey of International criminal database records, based on name, date of birth, father’s name, address(es)

Internal criminal database check scrutinized by system, further checked by IDfy’s trained agents.


Assessment is then further ratified by a qualified in-house lawyer.

65/-
(Per candidate)
e. Driving License (DL) Authentication and Expiry Date Validation Online
IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
Written report on accuracy of match between candidate’s name and name on Driver’s License and its expiry Date. IDatabase check on government databases to determine accuracy of match between candidate’s name and name on Driving License provided by Client 5/-
(Per ID check)
f. Police verification through Law Firm
IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
Written report based on survey of criminal records from local police station, based on name, date of birth, father’s name, address(es)

Local Police station records scrutinized by system, further checked by IDfy’s trained agents.


Assessment is then further ratified by a qualified lawyer.

150/-
(Per ID check)
fg. Driving License (DL) Authentication and Expiry Date Validation (Physical check) Only if required and Online authentication fails
IDfy Deliverables Task performance by IDfy or its agents / assignees Commercial (INR)
A report on accuracy of match between candidate’s name and name on Driver’s License and its expiry Date. Database check on government databases to determine accuracy of match between candidate’s name and name on Driving License and its expiry date provided by Client. 500/-
(Per ID check)

ANNEXURE ‘B’

RESTRICTIONS ON SERVICES IN THE EVENT OF NON-PAYMENT OR DELAYED
PAYMENT OF INVOICES

Invoicing related
Scenario Period Type of Restriction / Action
Non receipt of approval as per the timelines defined in sub clause 4.2 of this Agreement Access to Report will be put on hold
Collection related
Non-payment of fees exceeding due date as per Credit Period (T0 + 30 days)
(where T0 = due date of payment as per Credit Period)
Access to Report will be put on hold
Non-payment of fees exceeding due date as per Credit Period (T0 + 45 days) Account will be put on hold
Non-payment of fees exceeding due date as per Credit Period (T0 + 60 days) Account will be suspended
Non-payment of fees exceeding due date as per Credit Period (T0 + 90 days) Account will be terminated
Non-payment of fees exceeding due date as per Credit Period Beyond (T0 + 90 days) Initiation of legal proceedings to recover the overdue plus interest amount.
Agreement related
Non-renewal of Agreement on expiry T0+7 Days
(where T0 = Expiry date of Agreement)
Access to Report will be put on hold
Meaning of Each Types of Restrictions

SN Type of Restriction of Account Action Points
1 Reports on Hold To stop the Report viewing and accessing facility of the Client
2 Account on Hold a) To stop the Report viewing and accessing facility of the Client
b) To refuse requests for Services
3 Suspension of Account a) To stop the Report viewing and accessing facility of the Client
b)To refuse requests for Services
c) To transfer all Services in progress to ‘Grey’*
4 Termination of Account a) To stop the report viewing and accessing facility of the Client
b)To refuse requests for Services
c)To transfer all Services in progress to ‘Grey’*
d) To cancel all Services in ‘Grey’*
* To put a Service request or ongoing Service in ‘Grey’ shall imply that such Service or Service request shall be suspended.

ANNEXURE D

Parties agree and acknowledge that all other invoicing clauses in the Agreement relating to invoicing shall stand valid unless otherwise specifically stated herein. Subject to Clause 4, Services availed on a pre-paid basis Vendor Partner/Client the following terms and conditions shall apply:

  • 1. The Vendor Partner /Client shall pay to the Service Provider an advance amount before initiation of the Service as set out in the points below:
    • a. Advance amount to be paid as per the verification request raised or bulk advance given for which proforma invoice would be raised.
    • b. Vendor Partner /Client agrees that the advance amount will be non-refundable and will be adjusted against the credits/future services.
    • c. The minimum threshold for advance money shall be equal to at least 3 (three) month’s revenue of the Vendor Partner /Client.
    • d. Vendor Partner /Client agrees that in the event the advance amount reduces from the level as calculated in para 1.c above then the Vendor Partner/ Client shall pay for the differential amount as communicated by the Service Provider within 5 (five) working days of such communication.
    • e. Any default as per para 1.d above will render the Vendor Partner’s /Client’s account being suspended till the time the default continues.
    • f. Tax Invoice will be raised on a quarterly basis.