ANNEXURE 1-TERMS AND CONDITIONS FOR POINT OF SALES PERSONS

This Terms and Conditions (hereinafter referred to as the “POSP Terms and Conditions” for the Point of Sales Person (“POSP”).

1. Definitions and Interpretation

1.1 Definitions

1.1.1 'Act' means the Insurance Act. 1938 (Act No. 4 of 1938) including modifications, amendments or reenactments thereof, as in force from time to time.

1.1.2 “Authority” or “IRDAI” means the Insurance Regulatory and Development Authority of India established under the provisions of Section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999);

1.1.3 'Applicable Law' means one or more provisions of the Act, the Insurance Rules, the IRDAI Act, the IRDAI Regulations and any other applicable laws including modifications, amendments or reenactments thereof, as in force from time to time.

1.1.4 ‘Business Code’ refers to unique identity created in the Insurer/Insurance Company system for each individual POSP.

1.1.5 ‘Corporate Agent’ means HDFC Securities Limited acting in its capacity as a corporate agent under Insurance Regulatory and Development Authority of India (registration of corporate agents) regulations, 2015 for solicitation and servicing of insurance business for any of the specified category of life, general and health.

1.1.6 “Insurer/Insurance Company” refers to such insurance company/ies on whose behalf HDFC Securities Limited is acting as a corporate agent.

i. 'HDFC Securities Limited’ refers to HDFC Securities Limited having its registered office at I Think Techno Campus, Building B, “Alpha” Office Floor 8, Near Kanjurmarg Station, Kanjurmarg (East) Mumbai 400042

1.1.7 'Insurance Rules' means the Insurance Rules 1939 including modifications, amendments or re-enactments thereof, as in force from time to time.

1.1.8 “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae designs and other confidential information.

1.1.9 'IRDA Act' means the Insurance Regulatory and Development Authority Act. 1999 (41 of 1999) including modifications, amendments or reenactments thereof, as in force from time to time.

1.1.10 'IRDAI Regulations' means the regulations made by the IRDAI in exercise of its powers under the Act and the IRDA Act including modifications, amendments or re- enactments thereof, as in force from time to time.

1.1.11 ‘Point of Sales Person’ or ‘POSP/you/your’ means an individual who has received the certification to act as a “point of sales person”, in accordance with the IRDAI Regulations.

1.1.12 “Point of Sales (POS) Products” or “POS Products” means the products filed by an Insurer/Insurance Company as POS Products, with the Authority, including such products which are allowed by the Authority to be sourced from time to time through a POSP, and are characterized as simple plain vanilla type of product wherein each and every benefit is pre-defined and disclosed upfront clearly at the time of sale itself and are very simple to understand.

1.1.13 “Prospect” means an individual to whom a POSP solicits and markets on behalf of HDFC Securities Limited, the Insurer’s policies.

1.1.14 'Website’- refers to the website of HDFC Securities Limited located at the URL www.hdfcsec.com or such other URL as may be communicated by HDFC Securities Limited from time to time.

1.2 Interpretation

1.2.1 Words and expressions used herein and not defined but defined in the Applicable Law shall have the meanings respectively assigned to them in the Applicable Laws as applicable to the context in which they are used herein.

1.2.2 In the POSP Terms and Conditions, unless clearly indicated by or inconsistent with the context:

(a) Reference to any one gender includes a reference to all genders

(b) Reference to singular includes reference to the plural and vice versa

(d) 'The expressions 'hereof', herein' and similar expressions shall be construed as references to the terms as a whole and not hinted to the particular clause or provision in which the relevant expression appears.

(e) Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

1.2.3 All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define, limit or affect the meaning or interpretation of these POSP Terms and Conditions.

2. Applicability of these POSP Terms and Conditions

2.1 The POSP acknowledges that he/she has read, understood and accepted these terms and conditions and shall be bound by the same upon being appointed as POSP.

3. QUALIFICATIONS OF THE POSP:

The POSP shall be at least 10th pass or have any other qualification IRDAI may prescribe from time to time.

4. SCOPE OF SERVICES- POSP:

4.1 In addition to the general obligations assigned to you as a POSP, you shall also undertake and perform, the following duties and functions:

4.1.1 POSP shall solicit and market only such products of Insurer that are approved as POS products as approved by the Authority from time to time.

4.1.2 POSP shall be paid commission, by HDFC Securities Limited, as decided by HDFC Securities Limited from time to time.

4.1.3 POSP shall exclusively be engaged only with HDFC Securities Limited, and with no other agency/insurer etc. during the course of the appointment as the POSP.

4.1.4 The POSP shall not be reimbursed of any expenses incurred under this Agreement and shall supply his or her own work place, use his or her own supplies and set his or her own work hours, all at no cost to the Company.

4.2 Business Area of POSP:

4.2.1 You shall carry out soliciting activities for POS Products in such territories (in India) as instructed by HDFC Securities Limited, (such area is referred to as 'Business Area' and, area other than Business Area will be referred to as 'Non-Business Area'), from time to time. In the event, you intend to carry out sourcing activities from any Non Business Area, you shall seek and obtain the prior written approval of HDFC Securities Limited. HDFC Securities Limited may at its sole and absolute discretion, change or transfer you to any other area.

4.2.2 You shall not solicit or procure insurance business from any place/ location which is on the list of non-serviceable pin codes (”Serviceable pin codes” refer to pin codes of such areas where HDFC Securities Limited can provide customer service to its customers/ policyholders and any pin code other than serviceable pin code refers to “Non- serviceable pin code”). The list of serviceable pin code areas, as updated from time to time, will be available/ posted on HDFC Securities Limited Website.

4.2.3 Your appointment for a Business Area shall be without prejudice to HDFC Securities Limited right to appoint any other point of sales person(s) in/for the same Business Area. The appointment of any other point of sales person(s) shall neither entitle you to claim any relaxation in the Minimum Service Standards/Code of Conduct applicable to you, nor shall it result in the accrual of any cause of action.

4.3 Minimum Service Standards

4.3.1 You expressly agree, accept and confirm that you shall:

4.3.1.1 Fulfill at all times the Minimum Service Standards fixed by HDFC Securities Limited (collectively referred to as ‘Minimum Service Standards). The Minimum Service Measures would be intimated by HDFC Securities Limited to you in writing or by email or by posting the same on the Website, and also the actions that can be taken in case you are not able to achieve the Minimum Service Standards.

4.3.1.2 So long as this appointment as a POSP continues you shall not act as an agent or POSP for any other corporate agent and/or Insurance Company.

4.3.1.3 For the avoidance of doubt, this letter does not create any employee-employer relationship between the POSP and HDFC Securities Limited, in any manner whatsoever and the POSP shall be considered as independent contractor for the purpose of this Agreement.

4.4 TRAINING AND EXAMINATION:

(a) The POSP shall attend an in-house training session of 30 (thirty) hours i.e. 15 hrs. for life and 15 hrs. for non-life or as may be conducted by the Company in accordance with the specifications laid down under the IRDAI Guidelines on Point of Sales Person – Life and Non-Life.

(b) Post completion of the in-house training session, the POSP person shall be required to undertake the exam conducted by the Company and thereafter score the minimum grades prescribed in order to pass the exam.

(c) Upon successful completion and passing of the exam, the POSP person shall receive a certificate from the Company in the format as prescribed under the IRDAI Guidelines on Point of Sales Person – Life & Non-Life insurer.

4.5 Code of Conduct

4.5.1 Without prejudice to the generality of the application or the provisions of Applicable Law, you shall follow, adhere to and comply with the Code of Conduct prescribed by the IRDAI and/or HDFC Securities Limited and any amendments made thereto from time to time (hereinafter referred to as the Code of Conduct).

Every POSP shall:

(i). Submit his copy of Aadhaar Card and PAN Card to HDFC Securities Limited for the purpose of appointment as a POSP.

(ii). Identify oneself, the Insurer of whom you are soliciting products and the Corporate Agent of whom he is an POSP;

(iii). Show your identity card to the Prospect, and also disclose the POSP appointment letter to the Prospect on demand;

(iv). Disseminate the requisite information in respect of insurance products offered for sale by the Insurer and take into account the needs of the Prospect while recommending a specific insurance plan;

(v). Disclose the scales of commission in respect of the insurance product offered for sale, if asked by the Prospect;

(vi). Indicate the premium to be charged by the Insurer for the insurance product offered for sale;

(vii.) Explain to the Prospect the nature of information required in the proposal form by the Insurer, and also the importance of disclosure of material information in the purchase of an insurance contract;

(viii). Bring to the notice of the Insurer every fact about the Prospect relevant to insurance underwriting, including any adverse habits or income inconsistency of the Prospect, within the knowledge of the POSP, in the form of a report called “POSP’s Confidential Report” along with every proposal submitted to the insurer wherever applicable, and any material fact that may adversely affect the underwriting decision of the insurer as regards acceptance of the proposal, by making all reasonable enquiries about the Prospect;

(ix). Obtain the requisite documents at the time of filing the proposal form with the insurer; and other documents subsequently asked for by the insurer for completion of the proposal;

(x). Advise every Prospect to effect nomination under the policy

(xi). Inform promptly the Prospect about the acceptance or rejection of the proposal by the Insurer;

(xii). Render necessary assistance and advice to every policyholder introduced through him/her on all policy servicing matters including assignment of policy, change of address or exercise of options under the policy or any other policy service, wherever necessary;

(xiii). Render necessary assistance to the policyholders or claimants or beneficiaries in complying with the requirements for settlement of claims by the Insurer;

(xiv) conduct your dealings with Prospect with utmost good faith and integrity at all times;

(xv) act with care and diligence;

(xvi) ensure that the Prospect understands his relationship with the Corporate Agent and on whose behalf the Corporate Agent is acting;

(xvii) treat all information supplied by the Prospect as completely confidential to themselves and to the Insurer/HDFC Securities Limited to which the business is being offered;

(xviii) take appropriate steps to maintain the security of confidential documents in their possession;

(xix) give adequate pre-sales and post-sales advice to the insured in respect of the insurance product;

(xx) give due publicity to the fact that the Corporate Agent does not underwrite the risk or act as an Insurer.

(xxi) Render necessary assistance to the policyholders or claimants or beneficiaries in complying with the requirements for settlement of claims by the insurer;

(xxii) advise every individual policyholder to effect nomination or assignment or change of address or exercise of options, as the case may be, and offer necessary assistance in this behalf, wherever necessary

(xxiii) ensure that the client is aware of the expiry date of the insurance even if it chooses not to offer further cover to the Prospect.

(xxiv) explain to the clients their obligation to notify claims promptly and to disclose all material facts and advise subsequent developments as soon as possible

(xxv) attend all meetings, workshops, trainings and briefings conducted to create/enhance awareness as to the insurance products and any other matter of relevance to them of which reasonable notice has been given.

(xxvi) advise the clients to make true, fair and complete disclosure where it believes that the customer has not done so. If further disclosure is not forthcoming it shall consider declining to act further for the customer;

(xxvii) give prompt advice to the clients of any requirements concerning the claim;

(xxviii) forward any information received from the client regarding a claim or an incident that may give rise to a claim without delay, and in any event within three working days;

(xxix) advise the client without delay of the insurer's decision or otherwise of a claim; and give all reasonable assistance to the customer in pursuing his claim.

(xxx) accept complaints either by phone or in writing and inform the complainant of what he may do/recourse available if he is unhappy with the response;

No POSP shall:

(i). Solicit or procure insurance business without being appointed to act as such by the Insurer;

(ii). Induce the Prospect to omit any material information in the proposal form;

(iii). Induce the Prospect to submit wrong information in the proposal form or documents submitted to the insurer for acceptance of the proposal;

(iv). Resort to multilevel marketing for soliciting and procuring insurance policies and/or induct any Prospect/policyholder into a multilevel level marketing scheme.

(v). Behave in a discourteous manner with the Prospect;

(vi). Interfere with any proposal introduced by any other point of sales person(s);

(vii). Offer different rates, advantages, terms and conditions other than those offered by his insurer;

(viii). Demand or receive a share of proceeds from the beneficiary under an insurance contract;

(ix). Force a policyholder to terminate the existing policy and to effect a new policy from him within three years from the date of such termination of the earlier policy;

(x). Apply for fresh appointment to act as an POSP, if his appointment was earlier cancelled by the designated official, and a period of five years has not elapsed from the date of such cancellation;

(xi) make to the Prospect any misrepresentation on policy benefits and returns available under the policy

(xii). Become or remain a director of any Insurer;

(xiii) indulge in any sort of money laundering activities

(xiv) indulge in sourcing of business by themselves or through call centers by way of misleading calls or spurious calls;

(xv) engage untrained and unauthorized persons to bring in business;

(xvi) force the Prospect to buy an insurance product

(xvii) provide insurance consultancy or claims consultancy or any other insurance related services except soliciting and servicing of insurance products as per the terms herein in relation to POSP Products.

(xviii) work at individual level or with Insurers/ Insurance Intermediaries in the same business category or hold similar position with another Insurers/ Insurance Intermediaries;

(xix) publish any advertisement material without approval of HDFC Securities Limited and insurer.

(xx) Engage, encourage, enter into a contract with or have any sort of arrangement with any person, to refer, solicit, generate lead, advise, introduce, find or provide contact details of prospective policyholders in furtherance of the distribution of the insurance product;

(xxi) Pay or allow the payment of any fee, commission, incentive by any other name whatsoever for the purpose of sale, introduction, lead generation, referring or finding to any person or entity.

(xxii) mis-sell a policy to a Prospect.

4.5.2 As a POSP, you further agree and undertakes to abide by the following:

4.5.2.i You shall neither allow or offer to allow, either directly or indirectly, as an inducement, to a Prospect or a policyholder to take out or renew or continue a policy, any rebate of the premium payable under the policy or of the commission payable to him nor shall he offer any other rates, advantages, terms or conditions than those offered by Insurer. You specifically confirm your awareness of and continued adherence to the provisions of Section 41 of the Act, breach of which clause shall entitle HDFC Securities Limited to terminate you without any notice.

4.5.2.ii You shall not obtain/seek/provide/give undue favors or graft from/to any employee of the Insurer or HDFC Securities Limited or any other point of sales person or any person, Prospect or policyholder of Insurer.

4.5.2.iii You shall not accept/give gift/cash from/to any employee of Insurer/ HDFC Securities Limited or any POSP or any person, customer or policyholder of Insurer in connection with any matter or dealing concerning with this arrangement.

4.5.2.iv in the event of violation of Code of Conduct or any of the regulations/guidelines / operating instructions of HDFC Securities Limited , Insurer, IRDAI or upon any commission or omission which constitutes a malpractice, by you, HDFC Securities Limited shall be entitled, without prejudice to its right to terminate you, to warn you or require you to take any steps or do any act in rectification of any such act, and you hereby agree to act in accordance with any such communication made by HDFC Securities Limited .

4.5.2.v You shall be responsible for the accuracy, truthfulness and completeness of the information furnished in your confidential report in proposal forms logged by you or otherwise made available to HDFC Securities Limited /Insurer in respect of any proposal.

4.5.2.vi You shall, promptly and in any case not later than the time stipulated by Insurer and as communicated to you by HDFC Securities Limited in that behalf transmit to the concerned office of Insurer all proposals for insurance and all other documents procured or received by or called for from it. This would include but shall not be restricted to customer’s/policyholder’s proposal forms, supporting or other documents, information, payment instruments, letters/communications addressed to Insurer and documents relating to assignment/nomination.

4.5.2.vii You shall carry out soliciting activities for POS Products and discharge his obligations under the POSP Terms and Conditions in accordance with HDFC Securities Limited corporate objectives and with particular regard to HDFC Securities Limited image and standing in the industry.

4.5.2.viii You shall observe, follow and comply with all the communications, directions and instructions given by HDFC Securities Limited from time to time, either generally or with particular reference to you. Such communications, directions and instructions may be sent by courier, email, post, fax, or may be posted on the Website.

4.5.2.ix You shall discharge your obligations, in compliance with the Applicable Law as in force from time to time.

4.5.2.x You shall not solicit or procure insurance business for or promote the sales or distribution of the Insurance products of any other Insurance company/insurance intermediary or seek or obtain or commence any employment in any other Insurance company/insurance intermediary so long as you are acting as a POSP for HDFC Securities Limited .

4.5.2.xi You shall comply with the provisions of the Anti- Money Laundering Act 2002, IRDAI Master Circular on Anti Money laundering /Counter –Financing of Terrorism (AML-CFT) Guidelines for Life Insurers dated 28th September 2015 and amendments to the same from time to time.

4.5.2.xii The POSP shall comply with the Applicable Law and in case there us a conflict between this Letter and Applicable Law, such Applicable Law shall prevail and the Letter Agreement shall be deemed to be altered to be in compliance of such Applicable Law. The invalidity or unenforceability of any provisions of this Letter Agreement shall not affect the validity, legality or enforceability of the remainder of this Letter Agreement.

4.5.2.xiii The POSP shall not be entitled to assign their rights and obligations hereunder to any person whomsoever. Nothing under these terms shall prohibit HDFC Securities Limited entitlement to assign any of its rights and obligations hereunder to any person whomsoever.

5. Confidentiality

5.1 All records, information and documents pertaining to HDFC Securities Limited or any of its customers /Prospect /policyholder, including any personal data of such clients/ Prospect/policyholder obtained from or on behalf of or provided to Insurer and/or HDFC Securities Limited and the contents of these POSP Terms and Conditions will constitute confidential information (“Confidential Information”). For the purpose of this clause, any data, information or knowledge will also constitute Confidential Information if it is not in public knowledge, whether or not marked or identified as confidential and which is disclosed by HDFC Securities or Insurer to the POSP in written, oral or in any other form (including without limitation, computer storage, tape or other electronic media forum).

5.2 You undertake and agrees not to disclose any Confidential Information, directly or indirectly, and in any manner whatsoever, whether during the currency of his/her relationship with HDFC Securities Limited or any time thereafter however such obligation of confidentiality will not apply in one or more of the following cases:

5.2.1 if and to the extent the disclosure is required by any law or any court, government agency or regulatory authority;

5.2.2 if the information is or becomes available to public other than as a result of prior unauthorized disclosure by the POSP.

5.2.3 if the information is or was received from a third party not known by the POSP to be under a Confidentiality obligation with regard to such information; or

5.2.4 if the POSP is able to prove that he/she was lawfully in possession of the information (having been received on a non-confidential basis).

5.3 You further agree not to disclose or provide copies of any such materials, documents and other information, which are meant for internal circulation only, to any third party.

5.4 The confidentiality obligations as aforesaid shall continue notwithstanding the termination of the relationship between HDFC Securities Limited and the POSP.

6. Intellectual Property Rights

6.1 The Intellectual Property Rights in the brand name, product names, logos, designs, colour schemes, names, marks, drawings, colour, artistic work / manner etc.

(collectively referred to as 'Marks') as may be allowed by HDFC Securities Limited and/or Insurer to be used by the POSP shall vest solely and exclusively and at all times with the respective parties and the POSP agrees and undertakes not to set up an adverse claim in respect of the Marks at any time either during the currency of his/her relationship with HDFC Securities Limited or at any time thereafter. The POSP also agrees and undertakes that it shall not allow the usage of Marks by any other third party.

6.2 The POSP is permitted to use only such Marks in the course of providing services under the POSP Terms and Conditions as agreed to by HDFC Securities Limited in writing. Where any such permission is given for use of one or more Marks, such permission will operate as a limited, revocable and non- exclusive permission for usage of such marks and shall be subject to conditions, limitations and restrictions as may be specified. The permissions granted or to be granted will not include the permission/right to assign, copy, modify merge, or transfer the Marks or any of them. The POSP agrees and undertakes not to alter or modify any Marks or add any content to the Marks. POSP further agrees not to remove, conceal or obliterate any copyright, credit line, dateline or other proprietary notice included in any document, Material, or other matter of Insurer. Any goodwill generated through the POSP’s use of the Marks shall inure solely to the benefit of HDFC Securities Limited.

7. Usage of Website

7.1 The POSP understands that HDFC Securities Limited provides certain information specific to POSP on the Website. HDFC Securities Limited will provide, but without any obligation, a login ID and password to the POSP to access contents specific to the POSP on the Website. The POSP agrees that POSP shall be fully responsible for any action taken through the Website by using their login ID and password.

7.2 In the event there is any unauthorized usage or access noticed by the POSP, POSP shall immediately bring the same to the notice of HDFC Securities Limited.

7.3 HDFC Securities Limited will not be obliged to provide or pay for the cost of any internet connectivity, hardware and software that the POSP may require for access to the Website.

7.4 The POSP further agrees, confirms and undertakes not to use Website for any purpose other than the permitted purpose, and not permit any other person to access the Website through their login ID and password.

8. Termination of Appointment as a POSP

8.1 The relationship between HDFC Securities Limited and the POSP shall terminate immediately and without any notice:

8.1.1 on the death of the POSP.

8.1.2 if any regulatory direction is issued to HDFC Securities Limited.

8.1.3 on the presentation of a petition for the adjudication of the POSP as insolvent.

8.1.4 if the POSP acts in a manner prejudicial to the interests of HDFC Securities Limited or the Insurer or to the interests of its policyholders. Without prejudice to the generality of the foregoing the POSP shall be deemed to have acted in a manner prejudicial to the interests of HDFC Securities Limited or the Insurer or to the interest of its policyholders, if any averment in the POSP's confidential report or in any document submitted by him in connection with a proposal is found to incorrect or untrue and is found to have made any false or incorrect averment or suppressed any information, considered material by HDFC Securities Limited or the Insurer for appointment as a POSP;

8.1.5 if in the opinion of HDFC Securities Limited, becomes physically or mentally incapacitated to discharge the obligations under the POSP Terms and Conditions.

8.1.6 on violation of any of the provisions of the Insurance Act,1938 (4 of 1938), Insurance Regulatory and Development Authority Act, 1999 (41 of 1999) or rules or regulations, made there under as amended from time to time or any other Applicable Law;

8.1.7 on failure to comply with the code of conduct as issued by the IRDAI from time to time and directions issued by IRDAI/HDFC Securities Limited from time to time.

8.1.8 on violation of terms of appointment as per the POSP Terms and Conditions mentioned herein.

8.1.9 if the POSP furnishes wrong or false information; or conceals or fails to disclose material facts at the time of appointment of POSP or during the period of its validity to the policyholder.

8.1.10 In the event of fraud or material breach of any of the conditions or provisions of this Agreement on the part of either Party, the other Party may terminate the Agreement immediately upon written notice;

8.1.11 Failure to comply with such directions as may reasonably be given by the Company in relation to the services given by the POSP;

8.1.12 Furnsh wrong information or conceals the information or fails to disclose the material facts of the policy to the policyholder;

8.1.13 Fails to resolve complaints, unless the circumstances are beyond his control, emanating from the business procured by him and persons he deals with;

8.1.14 Indulges in inducement in cash or kind with client or any other insurance intermediary/agent/insurer;

8.1.15 Fails to pay any penalty levied on his account;

8.1.16 Fails to carry out his obligations as prescribed in the Agreement and in the provisions of the Act/regulations/circulars or guidelines by IRDAI from time to time;

8.1.17 Acts in a manner prejudicial to the interest of the Company or the client;

8.1.18 Acts in a manner that amounts to diverting funds of his Group/Affiliates or associates rather than engaging in the activity of soliciting and servicing insurance business;

8.1.19 Is found guilty of fraud or is charged with any criminal act;

8.1.20 Indulges in any other misconduct

8.2 Agreement shall automatically terminate if the POSP acquires a license as or becomes related to, an insurance company, insurance agent, corporate agent, a micro-insurance agent, TPA, Surveyor, referral partner or loss assessor. Upon contravention of this Clause 5(e) by the POSP, the POSP shall be liable to indemnify, defend and hold harmless the Company to the extent of such losses or damages as may be incurred by the Company.

8.3 Notwithstanding anything contained hereinabove, HDFC Securities Limited may terminate your appointment with or without assigning any reason without any notice.

8.4 Upon cessation of the relationship between HDFC Securities Limited and the POSP in whatsoever manner, HDFC Securities Limited shall be entitled to publish notices in newspapers and/or in any other media and/or to dispatch correspondence notifying the policyholders, customers, branch offices, franchisees, other POSP and the general public of termination of the POSP and the POSP being no more authorized to solicit or procure insurance business or to represent HDFC Securities Limited in any manner.

8.5 Upon cessation of relationship between HDFC Securities Limited and the POSP, the POSP shall not solicit or procure insurance business for or promote the sales or distribution of the Insurance products of any other Insurance company/insurance intermediary or seek or obtain or commence any employment in any other Insurance company/insurance intermediary for a period of 30 days after termination of your appointment as a POSP with HDFC Securities Limited.

9. REPRESENTATIONS AND WARRANTIES:

(a) POSP represents and warrants to the Company that:

(i) He has the necessary qualification, power, authority and the legal right to execute this Agreement and conduct the business/provide unprejudiced services to the Company in respect of all or any of the functions described in this Agreement.

(ii) POSP represents and warrants that he/she has never been convicted of any crime involving moral turpitude and is not disqualified as per section 42D(5) of the Act.

(iii) He is not associated with or has been simultaneously engaged by any other insurance intermediary (Life and Non-Life.) for providing similar obligations.

(iv) He shall not during the term of this Agreement engage himself/herself with any other insurance intermediary (Life and NonLife.).

(v) He shall comply with all applicable regulatory and other legal requirements applicable to the services given under this Agreement.

(vi) POSP will diligently and to the best of its ability ensure that the facts set forth by any prospective applicant in any application it solicits are true and correct.

(b) The Company hereby represents and warrants to POSP that:

(i) It has obtained all the necessary approvals, permits and authorizations internally or otherwise, as may be required to enter into this Agreement and engage in the business as envisaged under this Agreement.

(ii) It has fulfilled all the criteria provided under the applicable regulations made by the Authority including but not limited to the IRDAI Guidelines on Point of Sales Person for: Life Insurers, Non- Life. Insurers, Guidelines on Point of Sales Person – Life Insurers, Insurance Regulatory and Development Authority (Insurance Broker) Regulations, 2013 and amendments thereof to act as POSP.

10. Indemnity and Penalty

10.1 POSP agrees to indemnify and keep indemnified and hold harmless at all times, Company, its directors and officers and its representative from and against any and all losses, claims, actions, proceedings, damages (including reasonable legal and lawyer’s fees) which may be incurred by the Company on account of (a) negligence or misconduct on the part of the POSP; (b) due to breach any terms and conditions of this Agreement; (c) for breach of any intellectual property rights of the Company, or of any third party which commences an action or makes a claim against the Company and such breach is attributable to the acts of omission/ commission by Insurance Company; (d) any loss caused to the Company due to breach of Confidentiality by the POSP. (e) any unauthorized acts, or transaction or any negligent act, misrepresentation, misconduct breach, non-performance of the POSP Terms and Conditions by the POSP.

10.2 Any financial penalty levied by the IRDAI based on the violations and noncompliance by the POSP of the applicable laws and regulations shall be borne by the POSP and not the Company. Similarly, in case of any suspension, cancellation or withdrawal of license of the Company because of any breaches/non-compliance on account of POSP, the POSP shall indemnify the Company for consequential losses specifically arising from violation of IRDAI Guidelines, IRDAI Insurance (Broker) Regulations, 2018 and guidelines 9 related to POSP’s for Insurers (Life & Non-Life ) as updated from time to time.

11.MISCELLANEOUS:

(a) Amendments; No Waivers

(i) Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each Party or in the case of a waiver, by the Party against whom the waiver is to be effective.

(ii) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(b) Entire Agreement; No Third-Party Rights

(i) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. No representations, inducements, promises, understandings, conditions, indemnities or warranties not set forth herein have been made or relied upon by any Party hereto.

(ii) Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties to this Agreement any rights or remedies hereunder.

In connection with this Agreement, as well as all transactions contemplated by this Agreement, POSP agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate or reasonably requested to be carried out relating to the transactions contemplated hereby.

(d) Severability:

The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

(e) Counterparts This Agreement may be executed simultaneously in duplicate each of which will be deemed an original, but all of which will constitute one and the same instrument.

(f) Compliance with Laws Each Party represents that it shall abide by and observe all applicable laws.

11.1 Under no circumstances shall HDFC Securities Limited be liable to the POSP for any indirect, incidental, consequential, special or exemplary damages in connection with the POSP Terms and Conditions.

11.2 The POSP shall be responsible for ensuring full compliance with all Applicable laws and shall indemnify and keep indemnified HDFC Securities Limited from all actions, proceedings, claims, losses, damages costs and expenses which may be brought against or suffered or incurred by HDFC Securities Limited in connection with any failure by the POSP in complying with Applicable Laws.

11.3 The POSP shall be subject to such penalty as prescribed under Section 102 of the Insurance Act or any other Applicable Laws for any misconduct or any act or omissions on the part of the POSP.

11.4 The indemnities as aforesaid shall continue notwithstanding the termination of the relationship between HDFC Securities Limited and the POSP.

12. EFFECTIVE DATE AND TERM:

12.1 The appointment shall be effective from the date of Business Code generation for the POSP.

12.2 The appointment shall remain in force unless terminated earlier in accordance with the provisions of clause 7 of the POSP Terms and Conditions.

13. CONSIDERATION

13.1 HDFC Securities Limited shall pay consideration to the POSP by way of commission, at such rate as may be notified by IRDAI from time to time.

13.2 The Commission shall be subject to deduction of applicable taxes including cess, surcharge or similar taxes thereon under the applicable laws in force from time to time.

14. MISCELLANEOUS

14.1 Variation & Waiver

14.1.1 Save for the unilateral right of HDFC Securities Limited to issue directives, circular letters and prescribe rules hereunder, no variation or modification of any of the POSP Terms and Conditions shall be valid unless the same shall have been made in writing by HDFC Securities Limited.

14.1.2 No waiver by either party hereto of a breach of any one or more of the provisions of the POSP Terms and Conditions shall operate or be construed as a waiver of a previous or a subsequent breach whether of the same or of a different provision/s.

14.1.3 A waiver by HDFC Securities Limited shall not be valid unless it is in writing and is signed by the authorised official of HDFC Securities Limited.

14.1.4 No failure or delay by the parties hereto in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such power or right preclude any other further exercise thereof.

14.2 Notices

14.2.1 Operational, routine and business communications under the POSP Terms and Conditions can be provided sent by email, in writing or by posting on the Website. Other notices, writing and communications under the POSP Terms and Conditions may be delivered by hand, registered post, courier service to the addresses of the parties as available on the Website/available with the HDFC Securities Limited.

14.2.2 Notice will be deemed to be delivered:

14.2.2.i in the case of notice or any communications by email, upon completion of transmission,

14.2.2.ii in the case of posting on the Website, upon such posting.

14.2.2.iii in the case of hand delivery or registered post or courier Service, upon written acknowledgment by the receiving patty or its duly authorized representative.

14.3 Severability

14.3.1Any provision of the POSP Terms and Conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of the POSP Terms and Conditions or affect such provision in any other jurisdiction.

14.4 LAW AND ARBITRATION:

a) The provisions of this Agreement shall be governed by, and construed in accordance with the laws of India.

b) Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Following provisions shall be adhered to for any such arbitral proceedings:

(i) The arbitral tribunal shall be composed of a sole arbitrator such tribunal shall be constituted as per the provisions of the Arbitration and Conciliation Act, 1996.

(ii) The seat and venue of arbitration shall be in Mumbai, India.

(iii) The arbitral proceedings shall be conducted in the English language and any award or awards shall be binding on both parties. The procedural law of the arbitration shall be Indian law.

c) The rights and obligations of the Parties under, or pursuant to, this Clause, including the arbitration agreement in this Clause, shall be governed by and be subject to the courts of Mumbai, India only.

14.5 Other Terms and Conditions

14.5.1 All forms, applications, documents, properties or securities received by the POSP for or on behalf of HDFC Securities Limited or Insurer shall be held by him in trust for the parties, and shall be promptly handed over to HDFC Securities Limited /Insurer upon suspension or cessation of the POSP arrangement with HDFC Securities Limited. The POSP shall promptly deliver/ return to HDFC Securities Limited in good condition all forms, applications, documents, properties or securities and all sales literature, manuals and computer software received from or for or on behalf of or provided by HDFC Securities Limited. In the event of failure, of the POSP to do so, HDFC Securities Limited shall be entitled to inform about such failure to IRDAI, to organizations with which the POSP has employment or to his business associates including any insurance company of which the POSP becomes or proposes to become the POSP, and further HDFC Securities Limited will not furnish the No Objection Certificate to the POSP till such time the failure continues

14.5.2 The POSP shall allow officers of HDFC Securities Limited (including its auditors and advisors), authorized in writing by HDFC Securities Limited, to inspect and make copies of all/any records maintained by the POSP in relation to any subject matter, under the POSP Terms and Conditions. The POSP shall cooperate in good faith with HDFC Securities Limited to correct any practices, which are found to be deficient during the audit within a reasonable time after receipt of the audit report from HDFC Securities Limited.

14.5.3 The POSP shall not and is not authorised to accept any money, in cash from any Prospect/ customer/ policyholders, where any such person wishes or proposes to make any payment in cash. The POSP shall direct him to the appropriate office of Insurer for making such payment personally or advise him of the permissible modes of payment. POSP can accept cheque, demand draft or other payment instruments (not being a bearer cheque) from a Prospect or a policyholder if and only if they are drawn in the name of Insurer or as may be specified. Without prejudice to the other provisions of the POSP Terms and Conditions providing for indemnification to HDFC Securities Limited by the POSP, the POSP specifically confirms and undertakes to hold HDFC Securities Limited safe, harmless and indemnified at any time and at all times against any demand, claim, action or proceeding arising from any breach, whether intended or not, of the provisions of this clause. Also HDFC Securities Limited reserves the right to terminate the POSP for any such misconduct and to blacklist such POSP. On happening of such an event the POSP agrees to make good all the losses suffered by HDFC Securities Limited.

14.6 Applicable Laws

14.6.1 The POSP shall comply with all applicable laws including but not limited to Anti- Bribery & Corruption Laws and any regulations, rules, guidelines issued by Insurance Regulatory and Development Authority of India (“IRDAI”), Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”), Telecom Regulatory Authority of India (“TRAI”), or any other statutory, regulatory, legislative or governmental or any other similar authority.

14.6.2 The POSP will comply with all applicable current and future TRAI regulations in respect to Unsolicited Commercial Communications issued by TRAI from time to time. The POSP will solely be liable for any breach of the said regulations.

14.6.3 The POSP has and must at all times implement adequate procedures designed to prevent it or any associated Person from engaging in any activity which would constitute an offence under the Applicable Anti-Bribery Law.

14.6.4 The POSP represents that, in connection with this Letter Agreement, no improper financial or other advantage has been, will be or is agreed to be given to any person by or on behalf of POSP or its associated persons.

14.6.5 Breach of any of the provisions in this clause or of any Applicable Anti-Bribery Law is a material breach of this Letter Agreement and, without prejudice to any other right, relief or remedy, entitles HDFC Securities Limited to terminate this Letter Agreement.

14.6.6 For the purpose of the foregoing provision, Applicable Anti-Bribery Law means any bribery, fraud, kickback, or other similar anti-corruption law or regulation.

14.6.7 For the purpose of the foregoing provision, associated person means in relation to any entity, a person who (by reference to all the relevant circumstances) performs services for or on behalf of that entity in any capacity and including, without limitation, employees, agents, subsidiaries, representatives and subcontractors.

14.6.8 The POSP shall abide by the IRDA Guidelines on Insurance e-commerce IRDA/ INT/ GDL/ ECM/ 055/ 03/ 2017 dated 9th March, 2017 including any modifications, amendments or re-enactments thereof, as in force from time to time in case POSP solicits insurance policy though e-commerce.