Lender Agreement Private and Confidential

LENDER REGISTRATION AGREEMENT

THIS LENDER REGISTRATION AGREEMENT (hereinafter referred to as this “Agreement” and includes any exhibits attached hereto, which may be amended, supplemented, or otherwise modified from time to time) is made at the place and on the date as mentioned in Schedule 1, BY and BETWEEN

The Person(s), as described in Schedule 1 (hereinafter referred to as the “Lender” which expression shall be deemed to mean and include his/her/their respective heirs, administrators, executors, legal representatives of the First Part;

AND

NDX P2P Private Limited, a company incorporated under the provisions of the Companies Act, 2013, having corporate identity number U67200MH2018PTC306270 and its registered office at 2nd Floor, Office No. 203 & 204, Mittal Commercia, Saki Naka, Off Andheri Kurla Road, Andheri (East), Mumbai – 400059 (hereinafter referred to as the “LiquiLoans”/“we”/”our” which expression shall, unless it be repugnant to the subject or context thereof, shall mean and include its successors, transferees, and assigns), of the Second Part.

Each is hereinafter referred to individually as ‘Party’ or collectively as ‘Parties.’

WHEREIN

  1. LiquiLoans is solely engaged in the business of providing a peer-to-peer lending platform for enabling loan facilitation via online medium or otherwise to a wide range of participants.
  2. LiquiLoans, via its platform, enables prospective Borrowers and Lenders to enter into loan transactions with one another directly, as well as carries out risk assessment and provides support services to prospective Borrowers and Lenders.
  3. LiquiLoans’ products and services are regulated by the extant guidelines and circulars of the Reserve Bank of India on peer-to-peer lending. LiquiLoans is registered as NBFC-P2P with the RBI and is entitled to offer its products and services. LiquiLoans is not operating portfolio management services as defined under the SEBI regulations, and the participants on its platform retain discretion over their funds as described herein.
  4. The Lender is engaged in carrying on bonafide activities for livelihood and intends to utilise the platform provided by LiquiLoans to lend certain sums of monies to various persons (hereinafter referred to as “Borrowers”) from time to time, on the terms and conditions as may be acceptable to the Lender and have accordingly agreed to record his understanding and execute these presents.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREINAFTER SET FORTH, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

DEFINITIONS

In these Terms of Use, the following words shall have the following meanings:

‘Participants’ means a person who has entered into an arrangement with LiquiLoans to lend on it or to avail of loan facilitation services provided by it;

‘Borrower’ means a person who has entered into an arrangement with LiquiLoans to avail of loan facilitation services provided by it;

‘Website’ means this: www.liquiloans.com/ the words “Website”, “Platform”, “Dashboard,” “Mobile Application/App”, “Portal” & any/all other mediums (including third-party platforms using LiquiLoans APIs) whether used individually or collectively, shall be deemed to have the same meaning and are interchangeable.

‘Administrator’ means such a person appointed by LiquiLoans from time to time to deal with all the Participants' funds.

INTERPRETATION:

Unless the context of this Agreement otherwise requires:

  1. words of any gender include each other gender
  2. words using the singular or plural number also include the plural or singular number, respectively.
  3. the terms “hereof, “herein,” “hereby”, and derivative or similar words refer to this entire Agreement and not to any particular clause, article or section of this Agreement.
  4. whenever this Agreement refers to a number of days, such number shall refer to business days unless otherwise specified.
  5. The words ‘his’, ‘her’, ‘it’ and ‘their’ whether used shall be deemed to have the same meaning and are interchangeable. 
  6. headings and captions are used for convenience only and shall not affect the interpretation of this Agreement.
  7. references to recitals, clauses, sub-clauses, sections, sub-sections, schedules, annexure, and appendices shall be deemed to be a reference to the recitals, clauses, sub-clauses, Sections, sub-sections, schedules and appendices of this Agreement.
  8. any reference to any statute or statutory provision shall include:
  1. all subordinate legislation made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated);
  2. such statute or provision as may be amended, modified, re-enacted or consolidated.
  3. any reference to an agreement, instrument or other document (including a reference to this Agreement) herein shall be to such agreement, instrument or other document as amended, supplemented or novated pursuant to the terms thereof.
  1. the word “including” herein shall always mean “including without limitation”.

1. ELIGIBILITY:

The following persons are eligible to register as Participants on our website, www.liquiloans.com (“Website”), and use and avail of any of the products and services offered by LiquiLoans.

  1. A Company / Partnership firm / LLP / HUF / Trust / BOI / AOP if:
    1. it is incorporated under the applicable Indian laws and has its registered office in India;
    2. it holds valid charter documents;
    3. it has a valid operative bank account in India and
    4. it holds a valid Permanent Account Number (PAN) card issued by the Government of India;
    5. it has a valid contact number or email address for the communication for account verification purposes.
  2. An individual if:
  1. has reached a minimum age of 18 years on the date of Application;
  2. has a valid Permanent Account Number (PAN) issued by the Income Tax Authorities;
  3. has a valid Bank Account number along with the branch and IFSC code or a valid NRO Bank Account number with the branch and IFSC Code, where such an individual is a Non-Resident Indian (NRI)
  4. has a valid identity and residence proof, including but not limited to an Aadhar card and
  5. has a valid mobile number or email address for communication for account verification purposes.

2. REGISTRATION:

  1. The Website is freely accessible to anyone. The Lender will have to register with LiquiLoans and create their registration account prior to availing of any of LiquiLoans’ offerings. All registration information must be correct, complete, and promptly updated by the Lender each time it changes. This Agreement contains the terms upon which the Lender will participate through the LiquiLoans platform in the event LiquiLoans accept the Lender as a Lender. If the Lender does not agree or is not willing to be bound by this Agreement, (i) please do not click on the "check box" and/or on the "Submit/Agree/Authenticate via OTP” button, (ii) physically sign this Agreement; and will not seek to obtain access to or otherwise use the Website.

    By registering on the platform or by executing any document that references to this Agreement, or accessing or using the Website, the Lender hereby expressly acknowledges and agrees to be bound by the provisions of this Agreement, policies, and guidelines incorporated by reference in this Agreement and any future amendments hereto as published from time to time by LiquiLoans through various means and modes. In case the Lender does not agree with any of the terms and conditions stipulated herein (in part or entirety), the Lender is hereby directed to refrain from accessing, registering, logging in on our Website, or accessing any of the offerings of LiquiLoans.

  1. LiquiLoans reserves the sole right to make any changes to the terms and conditions contained herein, its terms of use, and/or privacy policy (incorporated herein by reference (Clause 15) as and when deemed necessary or desirable without prior notification. It is suggested that the Lender reads LiquiLoans’ terms of use and privacy policy from time to time for the Lender to stay informed as to any such changes. If LiquiLoans changes its terms of use and privacy policy and the Lender continues to use LiquiLoans’ Website, the Lender will be deemed/implied to have agreed to the revised terms of use and privacy policy.

  2. By providing the requested information and required documents and after accepting the terms hereof, the Lender agrees to register with LiquiLoans to offer loans to eligible Borrowers listed on LiquiLoans’ Website. Along with the registration, the Lender shall submit the documents sought for verification, which shall be verified by LiquiLoans. The Lender hereby agrees and confirms that the information and documents provided by the Lender to LiquiLoans from time to time shall become part of the records of LiquiLoans, and LiquiLoans will not be liable to return the same.

  3. The Lender agrees and confirms that LiquiLoans may undertake anti-money laundering and other checks in respect of the Lender’s application and, in the process, may require relevant information and documents from the Lender, including a declaration in relation to compliance with FATCA, which the Lender agrees and confirms to promptly and correctly and co-operate. Furthermore, the Lender acknowledges and agrees that, at any time in the future, LiquiLoans may request additional information, documents, or declarations as required by applicable regulatory authorities, and the Lender agrees and commits to promptly provide such requested information, documents, or declarations in full compliance with the requirements.

  4. The Lender hereby agrees to receive alerts/intimations/notifications for any/all transactions   via any mode (online/offline) by LiquiLoans on any new registrations, loan closures, repayments, offers on loans, requests from Borrowers etc. The Lender confirms that the Lender is availing this service at his own will, and there will be no obligation of LiquiLoans in case of any dispute. The Lender agrees and confirms that the Lender shall notify LiquiLoans about any change in the details furnished by Lenders to LiquiLoans from time to time.

  5. The Lender hereby permits LiquiLoans to access, collect, and display any of his publicly available information. The Lender hereby authorises LiquiLoans to obtain, from time to time, their credit information from credit information providers with their prior consent.

  6. The Lender confirms and acknowledges that LiquiLoans has the right to reject any application for registration or terminate the registration of the Lender at its sole and absolute discretion, without assigning any reason whatsoever and without incurring any liability whatsoever.

  7. Any information and/or instruction received by LiquiLoans from the Lender, or instructed / initiated / requested through the Lender’s authorized representatives, and/or from any advisor/intermediary of the Lender (Broker/s, Individual Financial Advisor/s, Wealth Advisor/s, Mutual Fund Advisor/s, Wealth Management Firm/s, Agent/s, Financial Planner/s, Registered Investment Advisor/s, Investment / Advisory Platform/s (Offline / Online), Financial Product Advisor/s, Chartered Accountant/s and any/all of their employees etc.) including from the account of the Lender on the Website, shall be deemed to emanate from the Lender and shall be fully binding on the Lender.

3. COMMENCEMENT: This Agreement shall come into effect from the date of the acceptance / signature / OTP authentication hereof and shall remain in full force and effect unless terminated otherwise

4. PROCESSES OF VARIOUS SERVICES OF LIQUILOANS:

  1. Administrator/Trusteeship:

    1. For the purposes hereof, the “Administrator” shall be such person as is appointed by LiquiLoans from time to time to deal with all the funds of the Participants. It is further explicitly clarified that the Administrator will not be a Borrower for the purposes of the Loan and will purely be providing services for the Participants, as described herein and in terms of the RBI regulations.  

      The details of the “Administrator” shall be updated on the website from time to time.

    2. By registering with LiquiLoans, the Lender agrees and confirms that:

      1. all of the Lender’s funds will be (a) paid by the Lender from a bank account in India in the Lender’s name in Indian Rupees and (b) shall be deposited by the Lender and held in one or more escrow bank accounts operated by the Administrator; and

      2. any sums that any Borrower repays under a transaction shall be deemed to be directed to be paid to the Administrator in the designated escrow bank account without the Borrower having any further obligation concerning the application of those monies.

    3. The Administrator shall, at all times, keep (a) the funds of the Participants segregated from its funds and (b) records showing clearly that the Participant fund does not belong either to LiquiLoans or itself.

    4. The Lender agrees and acknowledges that (a) the Lender shall not have any right of recourse against any monies held by the Administrator, save only for any funds attributable to the Lender; and (b) save and except for the Administrator's compliance hereof, the Administrator will have no further obligation to Lender, and none of Lender’s fund held by the Administrator will earn any interest.

    5. In the event that LiquiLoans is unable to continue to operate the Website, then LiquiLoans will procure that, under its agreement with the Administrator, the Administrator will use its reasonable endeavours to provide a basic service to receive payments in respect of then-subsisting transactions, subject to the payment of fees to the Administrator as would otherwise be payable to LiquiLoans. However, in such circumstances, the Administrator shall not be involved in the creation of any new transactions, and, in respect of funds not committed to a transaction, these shall be returned to the relevant Participants as soon as is reasonably practicable.

    6. LiquiLoans will endeavour to ensure that both (a) the amount of funds of the Lender that are held by the Administrator and (b) the identification of funds which are the subject of a particular transaction, in each case as advised by LiquiLoans to the Administrator, are both accessible by the Lender on the Website and are regularly updated on the Website, provided that neither the Administrator nor LiquiLoans shall be liable for any delay in updating such information.

    7. LiquiLoans shall communicate with the Lender from time to time about the amount and status of the Lender funds, based on the books maintained by the Administrator and, unless the Lender raises a written objection within (02) two days of being so informed, the Lender will be deemed to have accepted the contents of the advice sent to the Lender.

    8. In the event that the Administrator is unable to perform its obligations in terms of this Agreement for any reason whatsoever, then LiquiLoans shall endeavour to appoint an alternative Administrator and shall not be responsible for any losses that may be incurred by the Participants pending such new appointment.

  2. Matching of Borrowers, Commitments, Listing and Loan Funding:

    1. Listing: From time to time, LiquiLoans may publish on the Website relevant details of eligible Borrowers, including the proposed loan period, proposed interest rate and the amount of funding sought by the relevant Borrowers ("Target Funding"). The complete details of the relevant Borrowers shall be available in the annexure at the time of execution of the transaction. The date upon which the prospective transaction is published on the Website is referred to as the "Offer Date”.  The date upon which the Borrower receives the requested funding amount is referred to as the “Offer End Date” and the duration between the offer date and offer end date is referred to as the offered period (“Offered Period”).

    2. Term of Lending: The Lender can lend money for a period that will depend on the terms of the particular transaction, not exceeding thirty-six (36) months or any other period as determined by the Reserve Bank of India from time to time.

    3. Matching:

      1. Manual Loan Selection:
        1. Lenders may opt for Manual Loan Selection, whereby they are granted access to view live loans displayed on the platform. These live loans are those that have yet to be fully funded by other lenders and are available for new investments. In this mode, the Lender

          benefits from having access to LiquiLoans' comprehensive credit assessment for each Borrower.

        2. The platform provides the Lender with recommended pricing for the Borrower based on the Borrower's risk profile and other relevant factors. Nevertheless, Lender retains the discretion to either accept the recommended pricing or adjust the return on investment (ROI) according to their preference.
        3. The Lender has the option of subscribing to the Borrower's requested loan amount up to a maximum limit of Rs. 50,000 per Borrower or any other amount as determined by the Reserve Bank of India from time to time.
      2. Auto-Invest:
        1. The Lender agrees to utilise the auto-invest feature of the dashboard/Website for initial investment and/or re-lending (means utilizing the fund from repayments made by the Borrowers, including principal and interest, if any, for further lending on the platform) as defined in the agreement in the following manner:
          1. The Lender agrees to utilise the LiquiLoans’ Auto Invest Feature for initial investment or re-lending, as the case may be, which allows the Lender to opt for and execute the respective scheme’s lending criteria automatically, which is by giving a mandate to LiquiLoans via the Website / Dashboard without any manual intervention.
          2. Once the Auto-Invest Feature is accepted by the Lender, their offered funds available in the Designated Escrow Account are queued up for lending to various transactions as per the respective scheme selected in the marketplace of the Website.
          3. The auto-invest engine runs at a pre-scheduled frequency and funds the loans as per auto auto-invest option selected by the Lender.
          4. Once the Lender or its authorised representatives accept auto auto-invest feature, as the case may be, it would be deemed that the Lender has accepted the terms and conditions as may be applicable to said feature on the Website.
          5. The lender shall have an option to opt-out of auto-invest feature and select loans manually at the time of each investment.
        2. The Lender shall be additionally granted a reasonable time to evaluate and review the prequalified loans presented on the platform. The lender has the option to reset their lending preferences, choosing Borrower selection methodology either a “Manually Select” or “Manually Unselect” approach.
          1. Manually Select: If the Lender chooses "Manually Select,” all Borrowers will be initially unselected. In this mode, it becomes the Lender's responsibility to manually select the Borrowers they wish to lend to from the prequalified pool.
          2. Manually Unselect: If the Lender chooses "Manually Unselect,” all Borrowers will be auto-selected. In this mode, it is the Lender's responsibility to deselect any Borrowers manually they do not wish to include in their lending portfolio.
        3. All gains/income earned through the LiquiLoans platform are fully taxable and, hence, must be filed as per applicable Income Tax rules.
    4. Flow of Funds:

      To ensure a secure, fast, and smooth transfer of funds with every transaction on the Website, LiquiLoans has opened a “Disbursement Escrow Account” (Lender Escrow Account) under the trusteeship of the Administrator. The Lender will be required to transfer the amount the Lender wishes to lend through LiquiLoans into such Disbursement Escrow Account (“Offered funds”).
      1. Once the Loan transaction of the Lender with the particular Borrower is confirmed, the Administrator will, on the instructions of LiquiLoans, transfer the relevant amount from the Disbursement Escrow Account directly to the Borrower’s designated/requested bank account.
      2. LiquiLoans does not have any right to intervene or option to withdraw monies from such Disbursement Escrow Account for its use. However, LiquiLoans shall have the right to issue instructions to the Administrator for debit to the Disbursement Escrow Account for the amounts due and payable to it towards its fees, costs, commission, charges, etc. LiquiLoans does not have the right to do any transactions except for viewing the transactions done through the Disbursement Escrow Account.
      3. The Lender shall give instructions to the Administrator, through LiquiLoans, who in turn will forward such instructions to the escrow bank for execution. The Administrator will independently audit the operations of the Disbursement Escrow Account on a regular basis. To ensure a secure, fast, and smooth transfer of funds with every transaction on the Website, LiquiLoans has also opened a “Borrowers’ Escrow Account” under the trusteeship of the Administrator. The Borrowers will be required to transfer the amounts due and payable by them to the Lenders into such Borrowers’ Escrow Account. After the loan is disbursed, the Borrower will pay the EMIs on or before the stipulated date of every month. If a Borrower fails to pay an EMI within a stipulated time, a penalty is levied on the Borrower, which is payable to the Lender. The first EMI shall be payable by cheque or such other mode as may be decided from time to time. Thereafter, all repayments/EMIs and pre-closure may be made through an online, automated procedure or such other mode as decided from time to time. Every month, the entire EMI amount is collected directly from the Borrower’s account to the Borrower’s Escrow account.
      4. The Lender agrees and acknowledges that as per the extant RBI regulations, a Lender/institution can lend a maximum amount of Rs. 50,00,000/- (Rupees Fifty Lakhs only) through all peer-to-peer lending platforms and the exposure of a single Lender to any particular Borrower on all the peer-to-peer lending platforms cannot exceed an amount of Rs. 50,000/- (Rupees Fifty Thousand only). The Lender agrees and acknowledges to comply with such extant regulatory requirements at all points in time and inform LiquiLoans as and when it breaches any such threshold. The Lender investing more than Rs. 10,00,000/- (Rupees Ten Lakhs only) across P2P platforms needs to produce a certificate from a practising Chartered Accountant certifying a minimum net worth of Rs. 50,00,000/- (Rupees Fifty Lakhs only).
    5. Funding:

      1. If LiquiLoans shall:
      1. receive confirmations of offered funds for more than 60% but less than 100% of the target funding at the end of the offer period for the prospective transaction, then the Lender agrees that such transaction shall become legally binding on the Lender and the Administrator will be immediately authorised to release the offered funds to the concerned Borrower.

      2. not receive confirmations of at least 60% of the target funding by the expiry of the offer period, then the offered funds shall not be committed to that transaction or

      3. receive confirmations of more than 100% of the target funding at any time during the offer period, then LiquiLoans will endeavour to, but shall not be obliged to, process all confirmations on a first-come-first-served basis.

      Any Lender whose offered funds form a part of or the whole of any transaction shall be referred to, in respect of that particular Transaction, as a "Relevant Lender." Each Relevant Lender shall have been deemed to have made a separate loan to the concerned Borrower.

      1. in an amount of the offered funds;
      2. for the loan term which shall have been deemed to have commenced on the drawdown date;
      3. at the agreed interest rate and
      4. subject to the Borrower's terms and conditions.
      1. The Lender is recommended to be fully acquainted with the Borrower's terms and conditions before committing any offered funds under this Agreement.
      2. No Guarantee: LiquiLoans does not provide any guarantee that (a) the Lender will receive a loan request as a result of the posting of a listing or (b) the Lender’s money will be committed in a Borrower's loan as a result of the Lender confirming an offered fund, or (c) the Lender will receive any rate of return or any minimum amount of principal or interest or any principal or interest at all;

  1. Delayed Funding: Without incurring any liability on any account whatsoever, LiquiLoans may delay funding of a particular loan (i) if it foresees any discrepancy in the accuracy of the information provided by the Borrower or Lender or (ii) to identify the new Lender, in case of non-commitment of the chosen Lender for the proposed listing; or (iii) In case of delay in deposits by the committed Lender.
  2. Cancel Funding / Disbursal: LiquiLoans reserves the right to verify the accuracy of all information provided to LiquiLoans by eligible listed Borrowers and eligible listed Lender in connection with listings and loans, through any of the available modes, including by making a tele-call before, during or after the posting of a listing, or before or after the funding/disbursal of a loan. In case of any suspected fraud or inaccuracies in the information provided to it, LiquiLoans reserves the right to cancel the funding at any point in time before disbursal.

  1. Transaction Commission:
  1. On completion of disbursement of every loan transaction, LiquiLoans shall be entitled to charges/fees of a nominal amount as described on the website, which may vary from time to time; the sample of such fees is specified in Schedule 1 attached with the Agreement, the aforesaid charges/fees will be payable to LiquiLoans through such mode as may be specified from time to time by LiquiLoans.
  2. There is no charge or fee for browsing on the Website. LiquiLoans may, at its sole and absolute discretion, introduce new services and modify some or all the existing services offered. In such case, LiquiLoans reserves the right to introduce fees for the new services offered or amend or introduce the fees for existing services, as the case may be. Any modifications to LiquiLoans’ policies will be published on the Website, and such modifications shall be deemed effective immediately upon their publication on the Website Unless otherwise stated, all fees or charges shall be quoted in Indian Rupees and be payable to LiquiLoans within such time as shall be specified by LiquiLoans. The processing fee may vary from one Loan to the other. LiquiLoans allows free registration on its website, following which the user will create a Borrower/Lender Account.
  3. At the time of investment, the treatment of undeployed funds shall be executed as per the instructions provided by the Lender through the Website.

5. REPAYMENTS:

  1. The repayment date for the particular transaction will be due on the settlement date as mentioned in the Borrower’s loan agreement. EMI will be collected on the next working day in case of a holiday. LiquiLoans collects post-dated cheques and NACH forms from the Borrower for the EMI amount from the Borrowers for the total repayment amount at the time of loan disbursement. The Lender’s share of the amount (calculated on a pro-rata basis) is then transferred to their account.

  2. The Borrower is charged a late fee and penal charges per annum calculated on the overdue EMI, as mentioned in its loan agreement, for every day of continuing default if the EMI payment is not received on the date mentioned in this agreement.

  3. Late fee shall be payable from the date of the default or delay till such date as the EMI, along with applicable interest, is repaid by the Borrower to the Lender. This shall be without prejudice to the Lender's other rights available as per the loan Agreement and/or under applicable law. Provided that the obligation to pay additional interest shall not entitle the Borrower to set up a defense that no event of default has occurred.

  4. The Borrower shall be liable to pay penal charges, if any, levied by the bank on account of cheque bouncing, cheque swapping or on return of any cheque issued by the Borrower.

  5. In the event that the Borrower is in arrears of any payment, LiquiLoans is immediately irrevocably authorized by the Lender to refer the matter to a collection agency/law firm/ arbitrator of LiquiLoans choice and, in so acting, LiquiLoans will be the agent for the Lender.

  6. In case a Borrower misses an instalment, LiquiLoans will contact the Borrower via various modes and follow up on the repayment. In case the Borrower is not reachable over the phone, the Borrower is contacted through e-mail, SMS, or Notice.

  7. In consideration of undertaking the process and endeavoring to recover the defaulted amounts and to meet the cost of collection and other expenses, the Lender agrees that LiquiLoans shall have the right to appropriate the late payment fee and the penal charges that may be paid by the Borrower.

  1. In the event that the collection agency referred above is unable to recover any of the claimed sums from the Borrower, then the Lender shall have a right to elect, by intimation in writing to LiquiLoans, that LiquiLoans shall share the Lender’s details with regards to the identity and contact details of the relevant Borrower and other information collected with regard to the concerned Borrower’s association with LiquiLoans, along with the relevant loan documentation and other additional information which are known to LiquiLoans. In such circumstances, LiquiLoans shall have no further responsibility in respect of the matter in so far as it relates to the Lender's participation in the concerned transaction. LiquiLoans does not guarantee full or partial collection of money from the Borrowers.

6. PREPAYMENT OF LOAN: The Borrowers may, at any time during the tenure of their loan, prepay the Loan, subject to the conditions mentioned in their respective loan agreement. However, this condition is subject to change at the sole discretion of LiquiLoans and can be seen on the Website. These changes may be effective for ongoing Loans as well as new Loans.

7. TRANSFER OF RIGHTS BY LENDER:

  1. The Lender ("Transferring Lender") may transfer in whole or in part its rights, title and interest in any transaction ("Transferred Transaction") to any other Lender ("New Lender") on the Website.

  2. The transfer of the transaction will become effective post the consent of both the Transferring Lender and the New Lender.

  3. The transfer of the transaction shall become effective with the mutual consent and approval of both the Transferring and New Lender, which shall serve as the effective transfer of the transactions.

  4. Upon transferring a transaction or part thereof pursuant to this clause, the Transferring Lender transfers all of its rights and obligations under the Transferred Transaction to the New Lender.

  5. The New Lender agrees to be bound by the terms of the Transferred Transaction as if it were the original Lender to the Transferred Transaction in place of the Transferring Lender.

  6. The Transferring Lender agrees to release and discharge the Borrower from future obligations and liabilities towards itself under the Transferred Transactions on the basis that the New Lender assumes the future rights and obligations of the Transferring Lender under the Transferred Transaction. Upon such transfer, the Borrower of the Transferred Transactions becomes liable to the New Lender.

  7. Transfer Fees: At the time of transfer of the Transaction, the Transferring Lender shall pay a transfer fee to LiquiLoans as prescribed from time to time.

  8. The Borrower's rights and obligations under a Transferred Transaction shall not be adversely affected in any way by such transfer.

  9. A Lender may also transfer a Transaction to any third party outside the LiquiLoans platform upon obtaining a prior written consent of LiquiLoans

8. LICENSE:

  1. LiquiLoans hereby grants the Lender a non-transferable, non-exclusive, revocable, limited license to access and use LiquiLoans' Website during the term of this Agreement solely for the purposes herein. LiquiLoans may, from time to time, update or modify the Website and release a new version of the Website, which may, at LiquiLoans’ discretion, be included within the license described above. The Lender shall not be permitted to sublicense or transfer any of the Lender’s rights and/or obligations hereunder, including, without limitation, access to the Website. Subject to this Agreement, LiquiLoans may offer to provide the services solely for the Lender’s use and not for the use or benefit of any third party. Services shall include, but not be limited to, any services LiquiLoans performs for Lender, any applications or widgets offered by LiquiLoans that Lender downloads from the Website or from third-party application stores authorised by LiquiLoans, as well as the offering of any materials displayed or performed on or through the Services.
  2. The Lender shall not directly or indirectly copy or reproduce all or any part of the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization, uploading, posting, or transmitting any content which constitutes the intellectual property of another party, for which the Lender does not have a right to make available; uploading, posting, or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; any action that imposes or may impose (in LiquiLoans’ sole discretion) an unreasonable or disproportionately large load on LiquiLoans’ infrastructure; or any use of data mining, robots, or similar data gathering and extraction tools. LiquiLoans reserves the right to prevent or restrict access to the Website. Any unauthorized use by the Lender shall terminate the permission or license granted to the Lender by LiquiLoans. Using this Website and by accepting this Agreement, the Lender also agrees that the Lender shall not hack or hire some third party to hack the Website or even use any other unauthorized means to access any third-party information without the written consent of LiquiLoans. The Lender shall, in such an event, be liable for a criminal offence, and LiquiLoans shall institute appropriate legal proceedings to claim damages. In case any misuse of the Website is carried out by a person or entity based out of India, LiquiLoans reserves the right to institute proceedings in accordance with the laws relating to Intellectual Property Rights. The Lender shall use the Website solely for its intended purposes and shall not use the Website for the benefit of any third party except as specifically contemplated under this User Agreement.

9. CONTENT:

9.1        All content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such content. LiquiLoans shall not guarantee the authenticity of any content or data which users may provide about themselves. The Lender acknowledges that all content accessed by him using the Website is at his own risk, and he will be solely responsible and liable for any damage or losses accrued to him or any other party resulting therefrom. For purposes of this Agreement, the term "content" includes, without limitation, any location information, recommendations, reviews, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by LiquiLoans on or through the Website. Content added, created, uploaded, submitted, distributed, posted, or otherwise obtained through the Website by users is collectively referred to as "User Submissions".

9.2        All contents present on the Website are the exclusive property of LiquiLoans. The software, text, images, graphics, video, and audio used on the Website belong to LiquiLoans. No material from the Website may be copied, modified, reproduced, republished, uploaded, transmitted, posted, or distributed in any form without prior written permission from LiquiLoans, except that LiquiLoans grants the Lender a non-exclusive, non-transferable, limited permission to access and display the web pages within the Website, solely on Lender’s computer and for Lender personal, non-commercial use of the Website. This permission is conditioned on:

  1. the Lender not to modify the content displayed on the Website,
  2. the Lender keeping intact all copyright, trademark and other proprietary notices,
  3. Lender’s acceptance of any terms, conditions and notices accompanying the content or otherwise set forth in the Website,
  4. the Lender agrees to acknowledge LiquiLoans as the source, citing the uniform resource locator ("URL") of the page from which the information has been taken.

10. COSTS:

  1. It is a condition of being a Participant that the Lender agrees (i) to be responsible for all of LiquiLoans’ costs and disbursements in relation to any transaction in which the Lender participates to the extent of Lender’s participation and (ii) in respect of such transaction, that any such fees due to LiquiLoans may be deducted from Lender funds.

  2. Details of LiquiLoans’ costs shall be communicated appropriately to the Lender from time to time and shall be subject to revision by LiquiLoans at its absolute discretion and from time to time. If such revisions are made, LiquiLoans will post a notice of revised costs on its website/Lender’s dashboard before such revisions take effect.

11. OBLIGATIONS BY RESPECTIVE PARTIES:

  1. LiquiLoans obligations: After closing a loan transaction, LiquiLoans agrees to liaison between the Lenders and Borrowers to execute the required legal documents, which will bind both parties till the clearance of all the payments. LiquiLoans agrees to engage the services of a collection agency on

behalf of the Lender in collecting timely payments from the Borrower. LiquiLoans assumes no advisory or fiduciary responsibility with respect to the Lender in connection with the lending.

  1. Lender obligations:

  1. to provide accurate and true information.

  2. to provide certified true copies of the documents sought.

  3. not to share information that may reveal Lender’s identity in the loan offers;

  4. to comply with the provisions of this Agreement, privacy policy, and any other rules or policies set forth on LiquiLoans’ Website, any of which may be amended from time to time by LiquiLoans at its sole discretion.

  5. to fund the accepted amount to the Borrower without any failure.

  6. to co-operate with LiquiLoans for the information/ documents sought from time to time.

  7. in connection with any loan offers, loans, or other transactions involving or potentially involving LiquiLoans, the Lender shall not (i) make any false, misleading, or deceptive statements or omissions of material fact; (ii) misrepresent the Lender’s identity, or describe, present or portray himself as a person other than Lender (iii) give to or receive from, or offer or agree to give to or receive from, any LiquiLoans Lender or other person any fee, bonus, additional interest, kickback or thing of value of any kind, including in exchange for such person's commitment, recommendation, or offer or agreement to recommend or make a commitment with respect to lender’s listing; (iv) represent himself to any person as a director, officer or employee of LiquiLoans, unless being so (v) post anything abusive, harmful content or pictures; which is defamatory to LiquiLoans.

    The Lender is aware of the RBI Regulations that a single Lender can fund only a maximum of Rs.50,000/- (Rupees Fifty Thousand only) to a Borrower across all peer-to-peer lending platforms available in India and that the Lender undertakes not to exceed this threshold limit at all times, while Lender is a participant in with LiquiLoans’ Platform. 

  8. to lend on peer-to-peer lending platforms and have not exceeded the aggregate amount lent/exposure to all Borrowers at any point of time across all the peer-to-peer lending platforms available in India prescribed in the RBI Regulations, i.e., Rs. 50,00,000/- (Rupees Fifty Lakhs Only). The lender investing more than Rs. 10,00,000 (Rupees Ten Lakhs) across P2P platforms shall produce a certificate to P2P platforms from a practising Chartered Accountant certifying a minimum net worth of Rs. 50,00,000/- (Rupees Fifty Lakhs Only).

12. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE LENDER:

  1. The Lender represents and warrants that the Lender has all rights to grant such license to LiquiLoans without infringement or violation of any third-party rights, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights. The lender understands that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated, that LiquiLoans will not be liable for any errors or omissions in any content, and that LiquiLoans cannot guarantee the identity of any other users with whom Lender may interact in the course of using the Website. The Lender hereby represents, warrants, and covenants as follows:
  1. has read this Agreement and the applicable terms and conditions and has fully and completely understood the same.
  2. acknowledges that LiquiLoans is not engaged in either granting of loan or borrowing any money from any persons in relation to the services.
  3. acknowledges that all loans available on the platform shall first be made available to Lenders who have defined their criteria for auto-invest, and balance loans that any Lender does not subscribe shall be made available in the marketplace for other lenders.
  4. acknowledges that neither LiquiLoans nor any of its subsidiaries have any interest in either granting a loan or borrowing money from a person through the P2P platform.
  5. will honour their commitments and not renege on their loan offers after listing them with LiquiLoans.
  6. acknowledges that LiquiLoans reserves the right to book their Loan Servicing fee monthly, calculated on an accrual basis (if any).
  7. will not pester Borrowers during the course of or after the completion of the deal. This would include not communicating directly for loan recovery, not pestering about additional details in an attempt to verify the Borrower’s credentials, etc., personally.
  8. is responsible for all and any decision he has taken to lend through LiquiLoans, and LiquiLoans does not take any responsibility for that.
  9. acknowledges that LiquiLoans in no manner warrants or guarantees the performance of a service provider that is providing services with respect to the services offered by LiquiLoans.
  10. acknowledges that LiquiLoans in no manner warrants and guarantees that the Borrower of the loan has provided all the required information, which is true and correct, including its address, phone numbers, etc. Lender acknowledges that it is his responsibility to verify the information about the Borrower, and LiquiLoans is in no manner liable if the information provided by the Borrower is untrue or incorrect.
  11. will adhere to all laws relating to income tax and pay taxes on income generated.
  12. acknowledges that LiquiLoans is not at all responsible for any claim or damage in case either the Borrower who has agreed to take the loan has not taken the loan or the Borrower who has agreed to repay the loan does not repay the loan or misrepresents about its financial status or commits a fraud or a cheating or any other such illegal act.
  13. acknowledges that he has taken expert advice from a legal consultant or any other expert so required about his status to lend using the services provided by LiquiLoans.
  14. In case of default in repayment of the loan by any Borrower(s), he will deal with recoveries through approved legal advisors. LiquiLoans has a fair mechanism adhering to legal procedures as per the law of the land. However, LiquiLoans is just the facilitator and not an intermediary or holder of the funds and, hence, is not responsible for the amounts transacted in the course of a deal.
  15. LiquiLoans holds the sole and absolute right to de-activate the lender’s account on its own accord if it is suspected or found to be trying to engage in any malicious activity or even without any reason.
  16. LiquiLoans’ services are not available to persons under the age of 18 or of unsound mind or who are declared insolvent or to any persons suspended or removed from the system by LiquiLoans for any reason. He represents that he is of legal age to form a binding contract and is not a person barred from receiving services or goods under the laws as applicable in India. Further, he is more than 18 years of age.
  17. The Lender is prohibited from selling, trading, or otherwise transferring their LiquiLoans account to another party without the express written consent of LiquiLoans. If the Lender does not qualify, the Lender may not use the services provided by LiquiLoans.
  18. The Lender agrees to provide true, accurate, current, and complete information about itself as required to be submitted from time to time. If Lender provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or LiquiLoans has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LiquiLoans has the right to suspend or terminate Lender’s account and refuse any and all current or future use of the services (or any portion thereof). As LiquiLoans enables Borrowers to find Lenders and Lenders to find Borrowers, it considers the provision of wrong information willingly an act that would constitute misrepresentation, fraud, and cheating. LiquiLoans reserves the right to refuse services, terminate accounts, or remove or edit content at its sole discretion. In the event that LiquiLoans finds that the information shared by Lender is incorrect or that Lender is in breach of terms or conditions of the Website or Lender is in default of the agreements with LiquiLoans, then LiquiLoans may add Lender’s name and details in the list of persons who are blacklisted from lending through LiquiLoans;
  19. By providing information or undertaking communications through LiquiLoans, Lender shall be deemed to have granted to LiquiLoans a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub-licensees
  20. Lender acknowledges that Lender is aware of all his rights, duties, and applicability of various laws, including not limited to the Money Lending Act, Income Tax Act, or any other statute or law which may govern the lending and borrowing of monies within Lender State of residence or from where Lender ordinarily conducts Lender business.
  21. The Lender has read and understands LiquiLoans’ privacy policy, the terms of which are posted on the Website and incorporated herein by reference the (“Privacy Policy”), and agrees to abide by the Privacy Policy.
  22. Every effort has been made to ensure that the information contained on the Website is correct. However, LiquiLoans makes no warranty as to the accuracy, comprehensiveness, or correctness of any of the Service(s) on the Website and provides all Service(s) on an "as is" basis.
  23. If the Lender is registered as a Lender under any money laundering regulation, the Lender shall disclose the same to LiquiLoans and provide relevant details as and when required by LiquiLoans. If Lender fails to disclose the details of Lender registration or furnish any details, LiquiLoans will have the right to suspend or terminate Lender’s registration immediately.
  24. By accepting these Terms as a prospective Lender, the Lender warrants that the Lender is an "Approved Person", namely, that the Lender is:
  1. eligible to lend in India and or in the case of a corporation incorporated in India
  2. a person above eighteen (18) years and/or eligible to contract per the Indian Contract Act of 1872.
  3. eligible to lend on peer-to-peer lending platforms and have not exceeded the aggregate amount lent / exposure to all Borrowers at any point of time across all the peer-to-peer lending platforms available in India prescribed in the RBI Regulations, i.e., Rs. 50,00,000/- (Rupees Fifty Lakhs Only).
  4. aware of the RBI Regulations that a single Lender can fund only a maximum of Rs.50,000/- (Rupees Fifty Thousand Only) to a Borrower across all peer-to-peer lending platforms available in India and that the Lender undertakes not to exceed this threshold limit at all times, while Lender is a participant in www.liquiloans.com platform.
  5. a person who is not involved in activities that fall under the scope of anti-money laundering and counter-terrorism financing legislation and regulations; and
  6. a person who is either a salaried employee, self-employed person, independent professional or is engaged in any other occupation or profession for profit or otherwise but whose business is not that of money lending nor a person who shall be considered as a money Lender as per the various Money Lender's Regulations in India (save where Lender is registered under the Money Lending Regulations applicable to the place of Lender residence/business or are exempt from registration thereunder);
  7. a person who is not prohibited by any applicable laws from participating in any of the products or services offered by LiquiLoans.

13. REPRESENTATION AND WARRANTIES OF BOTH THE PARTIES:

  1. Each of the Parties hereby represents and warrants the following to the other Party:
  2. It has all the requisite legal power and authority to execute and deliver this Agreement and perform its obligations hereunder;

    1. It shall, from time to time, use all commercially reasonable efforts to obtain consent(s), approval(s), order(s) or authorisation (s) of, and/or registration(s), licenses, declaration(s) or filing(s) with, any court(s), administrative agency(ies) or commission(s) or other governmental authority(ies) or instrumentality(ies), which are required in connection with the execution, delivery or performance of this Agreement and carrying out of their business, other than those which have already been obtained; (c) contents of this Agreement comply with all applicable statutes, rules, regulations or guidelines laid down by the relevant authorities;
    2. Nothing contained in this Agreement is inconsistent with any other policies, obligations, contracts, agreements, or instruments that have been executed by either Party internally or with third parties.
    3. The Parties agree to abide by all laws in performing their obligations and giving effect to the terms of this Agreement and

    1. The authorised representatives of the Parties signing this Agreement are fully authorised in this regard as per prevailing procedures, and the Parties have completed all required corporate actions (if any) necessary to execute this Agreement.
  3. By participating in the program or otherwise using this Website, Lender hereby acknowledges and agrees that LiquiLoans makes no representation, warranty, covenant, or guarantee that any funds Lender lends to a Borrower via the Website will be repaid in whole or in part and loans made via the Website are unsecured and Lender is solely responsible for making any decisions regarding investments without any influence from LiquiLoans.

14. USE OF THE WEBSITE:

  1. LiquiLoans neither originates nor initiates the transmission nor selects the sender and receiver of the transmission nor selects nor modifies the information contained in the transmission. LiquiLoans has no control over third-party user-generated content.

  2. Lender shall not host, display, upload, modify, publish, transmit, update, or share any information or item that:

  1. belongs to another person and to which the Lender does not have any right;

  2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic;

  3. pedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

  4. harms minors in any way;

  5. infringes any patent, trademark, copyright or other proprietary rights;

  6. violates any law for the time being in force;

  7. deceives or misleads the addressee / users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

  8. impersonates another person;

  9. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

  10. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;

  11. shall not be false, inaccurate, or misleading;

  12. shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers, and

  13. Lender enables LiquiLoans to use the information that Lender supplies to LiquiLoans  ("Information") so that LiquiLoans is not violating any rights Lender might have in Lender’s information, Lender agrees to grant LiquiLoans a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) Lender has  Information, in any media now known or not currently known, with respect to Lender’s Information. LiquiLoans will only use Information in accordance with LiquiLoans' Privacy Policy and Terms of Use.

  14. As a condition of use, Lender promises not to use the Service for any purpose that is prohibited by this Agreement.

    Lender is responsible for all of Lender’s activity in connection with the Service.

  15. LiquiLoans has no obligation to monitor the Website, content, or user submissions. However, LiquiLoans reserves the right to (i) remove, suspend, edit or modify any content in its sole discretion, including without limitation any user submissions at any time, without notice to Lender and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if LiquiLoans is concerned that Lender may have violated this Agreement), or for no reason at all; and (ii) to remove, suspend or block any user submissions from the Website.

    LiquiLoans also reserves the right to access, read, preserve, and disclose any information as LiquiLoans reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of LiquiLoans, its users and the public.

  1. The user shall not use this Website or any of the microsites to advertise or perform any commercial, religious, political, or non-commercial solicitation, including, but not

    limited to, the solicitation of users of this Website and/or the microsites to become users of other on or offline services directly or indirectly competitive or potentially competitive with LiquiLoans.

  2. Without prejudice to the generality of the aforesaid:

    1. details of any potential transaction posted on the Website will not amount to an offer or solicitation of any nature by LiquiLoans.

    2. any information, projection or assumption included on the Website or generated by LiquiLoans is not intended to give to the Lender any legal, financial, taxation or other professional advice.

    3. The Lender should propose to lend any money using the Website, The Lender is strongly advised to obtain appropriate independent, legal, and professional advice before proceeding.

    4. no warranties or representations (whether express or implied) are made by LiquiLoans or anyone connected with LiquiLoans (including its officers, agents, employees, affiliates and/or advisers) concerning the completeness, accuracy or reliability of any matter stated on the Website or any other information provided by LiquiLoans to Lender or any person in connection with any potential transaction or any LiquiLoans’ product or service.

    1. LiquiLoans is not responsible for any delays, loss of or corruption of data as a result of either the use of the Website by the Lender or the Lender’s communications over the internet with LiquiLoans, which are entirely at the Lender's risk. LiquiLoans will not accept any responsibility for any losses, claims, or damages of any kind, whether direct or indirect or special or consequential or otherwise, howsoever arising in relation to the foregoing.

    2. Lender understands, confirms, and explicitly affirms that Lender understands the risks associated with any proposed transaction that shall be affected on this Website and that LiquiLoans does not in any manner guarantee any return and there exists a likelihood of loss of the entire principal in case of default by the Borrower. LiquiLoans does not provide any assurance for the recovery of loans or other related amounts.

  3. Restriction on Use: The Lender represents himself and no third party. He is not authorised or permitted to use LiquiLoans to make offers for someone other than himself. All the transactions carried out will be solely by him for his own account. A registered Lender may also register and participate as a Borrower on the LiquiLoans portal. However, there will be separate accounts for the Borrower and Lender role. If a Lender participates on the platform as a Borrower, any amount in the Lender funding account is subject to set-off against any delinquent amounts owing on any loans obtained by him as a Borrower. However, LiquiLoans reserves the right to decide if a particular Lender or Borrower can have both accounts at the same time.

  4. Ownership: Except for the content submitted by the users, any material, content or logos, marks, software on or part of the Service and all aspects thereof, including all copyrights and other intellectual property or proprietary rights therein, is owned by LiquiLoans or its licensors. Lender acknowledges that the Website and any underlying technology or software on the Website or used in connection with rendering the Services are proprietary information owned or duly licensed to LiquiLoans, except where it is indicated otherwise. The Lender is prohibited from modifying, reproducing, distributing, creating derivative works of, publicly displaying, or in any way exploiting any of the content, software, marks, logos, and/or materials available on the Website in whole or in part except as expressly allowed under the Terms of Use. Lender has no other express or implied rights to use, in any manner whatsoever, the content, software, marks, logos, and/or materials available on the Website.

15. PRIVACY POLICY:

15.1        Any personal information collected by LiquiLoans shall not be disclosed to any third party unrelated to the LiquiLoans business unless such a disclosure is authorised or required by law or the lender has expressly consented to such disclosure. However, by executing this Agreement and accepting the terms and conditions as notified from time to time, Lender grants LiquiLoans an unconditional right to share all or any of lender information with LiquiLoans’ partners, affiliates, employees, and agents for the purposes of this Agreement.

15.2         LiquiLoans does not sell or rent the Lender’s personal information to third parties for their marketing purposes without the Lender’s explicit consent, and LiquiLoans only uses Lender information as described in the Privacy Policy. LiquiLoans view the protection of User’s privacy as a very important community principle. LiquiLoans understand that the lender’s personal information is one of our most important assets. Lender’s Information, which is stored and processed by LiquiLoans, is protected by physical as well as reasonable technological security measures and procedures. If Lender objects to the Privacy Policy in any way, please do not use the Website.

16. CANCELLATION BY LIQUILOANS: There may be certain instructions to remit payments or seek a rendition of services that LiquiLoans may be unable to accept and will, therefore, be cancelled. LiquiLoans reserves the right, at its sole discretion, to refuse or cancel any order for any reason. LiquiLoans may also require additional verifications or information before accepting any instruction or registering as a Lender. Lenders may note that negative third-party verification report(s) are crucial factors considered during the funding process. The funding may get rejected at any stage due to a lack of information or verifiable information.

17. FRAUDULENT TRANSACTIONS: In case of fraudulent use of the services of LiquiLoans by the Lender, then LiquiLoans reserves the right to recover the cost of service(s), collection charges, and lawyer fees for using the services fraudulently. Further, LiquiLoans reserves the right to initiate legal proceedings against Lender for fraudulent use of the services and any other unlawful acts or omissions in breach of this Agreement and the terms and conditions.

18. INDEMNITY: The Lender agrees to indemnify and hold LiquiLoans (and its officers, directors, agents, subsidiaries, joint ventures, Administrator(s), and employees) harmless from any claim or demand, including reasonable attorneys’ fees, or arising out of or related to lender breach of this Agreement, the

Website terms of use or Lender violation of any law or the rights of a third party including but not limited to a breach of any warranties, representations or undertakings or in relation to the non-fulfilment of any of Lender’s obligation under this Agreement or arising out of violation of any applicable laws, regulations including but not limited to intellectual property rights, payment of statutory dues and taxes, the claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights. This clause shall survive the expiry or termination of this Agreement.

19. LIMITATION OF INDEMNITY:

  1. In addition to the other limitations in this Agreement, the Lender confirms explicitly that:
    1. LiquiLoans conducts profiling of Borrowers based on information known to it.  LiquiLoans will take reasonable steps to verify such information, (A) LiquiLoans makes no warranty that the profile will accurately reflect any matter relating to the Borrower and/or the veracity of any information that LiquiLoans obtains from the Borrower, and (B) LiquiLoans is not making any representation concerning the Transaction and/or any information that it has derived from the Borrower and the Lender accepts and confirms that (i) there is a risk that the Borrower profile may be incorrect and (ii) it should not solely rely on the screening grade or other information provided by the Borrower to LiquiLoans in committing any offered funds and (iii) LiquiLoans shall have no liability in respect of any losses resulting to the Lender from any incorrect or misleading information being given in respect of any transaction.
    2. The Lender will be responsible for all legal obligations that may apply anywhere in the world in relation to any transaction in which he participates, including but not limited to any taxation filings and payments to which he may be subject.
    3. LiquiLoans, its associates, and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any services, content, information, software, text, graphics, links or communications provided on or through the use of the services or that the provision of the services will be error-free and/or uninterrupted. Consequently, LiquiLoans assumes no liability whatsoever for any monetary or other damage suffered by Lender on account of the delay, failure or interruption of any services, data or other information in connection with the services and/or any interruption or errors in the provision/operation of
    4. the services. Lender expressly understands and agrees that LiquiLoans and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors shall not be liable to Lender for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LiquiLoans has been advised of the possibility of such damages), resulting from the services or any related goods and services. The Lender further, with immediate effect, waives any right that had accrued to him from using the services to initiate any legal action against LiquiLoans.

    5. The Lender also acknowledges and understands that the credibility of a Borrower, as communicated from time to time, is based on the information that is provided to LiquiLoans.                 In case there is a non-disclosure of information to LiquiLoans of the information, the judgment of LiquiLoans is impaired, and the ratings or credibility of a lender or a borrower is not found to be correct, LiquiLoans shall not be responsible for any claims or liabilities. LiquiLoans, in any event, is not responsible for any default in return of money that is borrowed from the Lender, and the Lender shall have exclusive right to initiate proceedings against the defaulter Borrower. LiquiLoans is not obliged to provide any information and support to the Lender. However, the Lender shall not make any claim against LiquiLoans and shall conduct independent due diligence of the borrower before lending to him. This limitation of liability section shall prevail over any conflicting or inconsistent provision contained in any of the documents comprising this Agreement and the terms and conditions.
  2. UNDER NO CIRCUMSTANCES SHALL LIQUILOANS, ITS SUBSIDIARIES, EMPLOYEES, OFFICERS, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, SHAREHOLDERS, NON-EXECUTIVE DIRECTORS OR ITS LICENSORS INVOLVED IN CREATING, PRODUCING, TRANSMITTING OR DISTRIBUTING THE SERVICES, GRANTING OR RECEIVING LOAN FROM A PERSON ASSOCIATED WITH THE LIQUILOANS BE LIABLE FOR ANY DIRECT, INDIRECT,  PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM EITHER MISREPRESENTATION, FRAUD, COERCION, BREACH OF TRUST, MISAPPROPRIATION, CHEATING OR FOR ANY OTHER SUCH REASON OF ITS END USERS OR OF THIRD PARTIES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND LOSS OF GOODWILL OR LOSS OF INTEREST.

20. COMMUNICATION:

20.1        LiquiLoans will communicate with the Lender through any of the modes using email, SMS, telephone or any other mode. The Lender must provide a valid email address and contact telephone and/ or mobile number to LiquiLoans for this purpose. LiquiLoans will not be able to contact Lender in case the Lender’s number is part of the DNC (Do Not Call) list as generated by TRAI (Telecom Regulatory Authority of India). In this case, LiquiLoans request Lender to call on LiquiLoans’ call centre number. When the Lender uses the services or sends emails to LiquiLoans, the Lender communicates with LiquiLoans electronically. Lender consent to receive communications from LiquiLoans electronically. From time to time, LiquiLoans will also send marketing material. LiquiLoans use third-party service providers to serve ads on our behalf across the internet. They may collect anonymous information about lender interaction with our services. They may also use information about lender interactions to target advertisements for goods and services. This anonymous information is collected through the use of a pixel tag, which is industry standard technology used by most major websites. If the Lender does not wish to receive such material, the Lender may unsubscribe from the LiquiLoans mailing list at any time by using the unsubscribe function in the electronic marketing communication. The lender agrees that all agreements, notices, disclosures and other communications that LiquiLoans provide electronically satisfy any legal requirement that such communications be in writing.

20.2        Any notice, communication or documents by a Party to the other Party may be given by personal delivery, courier, registered post, fax or email at the address mentioned in the description of the Parties. The notice shall be deemed to have been served upon the Party to whom it is meant, upon delivery if delivered by hand; after the expiry of three (03) days if delivered through pre-paid post addressed to the concerned Party; when sent by facsimile upon transmission; and for electronic mail, at the time of being sent. All notices to be delivered under this Agreement shall be primarily sent by the Lender’s latest email address that LiquiLoans has on its records.

21. RISK ACKNOWLEDGEMENT: The Lender agrees that he has understood the risks associated with lending transactions on the LiquiLoans Platform. He understood that LiquiLoans does not assure the return of principal or payment of interest, and he shall always invest through LiquiLoans' portal from its own source of funds.

22. DISCLAIMER OF WARRANTIES: All details of the participants and their financial status, included in or available through the services, are provided for use without warranties of any kind, either express or implied. LiquiLoans, its shareholders, its holding company, its subsidiaries, and its licensors do not warrant that the information or other material by any person is correct, including his financial status or capability or has not approached the other user of the services with criminal intent to either cheat or misappropriate or deny any other user of its legitimate claims. By providing any content, representation or statement of the lender's financial status or proof of residence, the lender represents and warrants that the lender has the lawful right to reproduce and distribute such content and that the content complies with all laws and is true and authentic and is not in any event provided to defraud other users or create a false impression in their minds that lender has a sound financial status or are reasonably committed to delivering the commitments on time.

The lender also represents that the lender has not ever been accused of any fraud, misrepresentation or default in lender commitments, claims or monies to any third party, whether a financial institution or not. The lender also represents that there are no outstanding disputes in connection with the lender's moral turpitude or financial status. Lender hereby represents and warrants that he is legally competent to execute, be bound by and adhere to the terms and conditions of this agreement and the terms and conditions notified by LiquiLoans. His use of the services is solely at his risk. Lender agrees that LiquiLoans shall have no responsibility for any damages suffered by the Lender in connection with the services or any content contained therein or any damage suffered in the event of default or misrepresentation by any other user of the services.

23. INTELLECTUAL PROPERTY RIGHTS: The trademarks, logos and service marks ("Marks") displayed in relation to the services are the property of LiquiLoans and other respective persons. The lender is prohibited from using any Marks without the written permission of LiquiLoans or a third party which may own the Marks. All information and content, including any software programs available on or through the services ("Content"), is protected by copyright. Lender is prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any content available in respect of the services for commercial or public purposes. Similarly, LiquiLoans recognises that all the intellectual property associated with the Lender belongs to the Lender, who is the owner of its trademarks, logos and branding, and LiquiLoans acknowledges that the LiquiLoans does not have any right to modify or claim any right in any of Lender’s intellectual properties. The provisions of this clause shall survive indefinitely beyond the term of this Agreement and subsequent to termination. Lender hereby grants LiquiLoans a non-exclusive, royalty-free license to use the logos and name in its advertising, literature and websites solely in connection with the marketing and sale/resale of services.

24. RELATIONSHIP OF PARTIES: Nothing in this Agreement shall provide the impression that the Lender is an agent or representative of the LiquiLoans, or vice versa. The Parties are independent entities engaging in this Agreement for mutual commercial benefit, and neither Party shall be considered the representative of the other Party under any circumstances, and neither Party shall be entitled to make any representation, binding or otherwise, or enter into any contract or obligation on behalf of the other Party. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or employer and employee between the Parties. This Agreement is not intended and will not be construed to create any rights in favour of and remedies or liabilities against any third parties.

25. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: The Parties agree first to mediate any disputes or claims between them in good faith, resolve the disputes amicably, and share the cost of mediation equally. In the event that mediation fails, any claim arising out of or relating to this Agreement shall be settled by Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. All hearings will be held at Mumbai, India and shall be conducted in English. Both parties shall appoint a sole arbitrator to preside over the Arbitration proceedings. This Agreement shall be governed by and construed in accordance with the laws of India. The adjudication of any dispute will be the exclusive jurisdiction of the courts of Mumbai, India.

26. TERM AND TERMINATION:

26.1        This Agreement shall be valid from the Effective Date and shall remain valid unless terminated earlier in accordance with the terms hereof. This Agreement can be terminated by LiquiLoans without cause upon giving a prior written notice of 30 (thirty) days to the other Party. Either Party may terminate this Agreement forthwith in the event of any breach of the provisions of this Agreement by the other Party, or pursuant to any deficiency in the obligations to be fulfilled in terms of this Agreement or any breach of applicable law if after giving notice of such breach or deficiency, the same is not remedied within 45 (Forty-five) working days from the date of receipt of such notice. No compensation or damages shall be payable by either Party in the event of such termination, but such termination shall be subject to the rights and obligations already accrued in favour or against the respective Parties. Furthermore, this Agreement can be terminated without any notice period with the mutual consent of the Parties.

26.2        Further, LiquiLoans shall have a right to terminate this Agreement or any of its services, including but not limited to any of the following circumstances:

  1. Listing: In the event of any failure to fund the accepted loan offer, LiquiLoans, at its sole discretion, reserves the right to restrict any further listings from the Lender.

  2. Registration: LiquiLoans may at its sole discretion, with or without cause, terminate this agreement and registration with LiquiLoans at any time by giving notice to the Lender.

26.3        Consequences on termination of registration: Upon termination of this Agreement and registration with LiquiLoans, all the subsisting loans originated through LiquiLoans shall still hold good and will be completed through their term.

27. GRIEVANCE OFFICER: In the event the Lender wishes to make a complaint regarding any violation of the provisions of this Agreement, the lender may send a written complaint to the Grievance Officer, who shall redress the complaint within one (01) month. In accordance with the Information Technology Act 2000 and the rules made there under, the name and contact details of the Grievance Officer are as under:

  1. Name: V. Balamurugan
  2. Email Id: grievances@liquiloans.com

28.CUSTOMER SUPPORT: LiquiLoans shall provide customer support limited to responding to questions/queries regarding the nature of the services provided, but not limited to payment, refunds, functionality, and feedback. If the Lender has any questions regarding the same, he can contact us at: customercare@liquiloans.com

29. CONTACT: If the Lender has any questions about this Agreement or the Privacy Policy of LiquiLoans, or if he wants to exercise any of the rights given under this Agreement, the Lender can contact us at investorfirst@liquiloans.com

30. MISCELLANEOUS:

  1. The lender agrees and appoints LiquiLoans as the custodian of all the documentation relating to the Lender’s registration and subsequent loan transactions entered on the Website. LiquiLoans will provide all such documents as necessary upon receiving a written request from Lender.

  2. Clause headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation or construction of this agreement or any clause.

  3. LiquiLoans reserves the right at all times to discontinue or modify any of the terms and conditions of its services, including this Agreement, as may be deemed necessary or desirable, which constitutes acceptance from the lender as amended from time to time. Such changes may include, among other things, the addition of certain fees or charges. LiquiLoans suggests that the Lender re-read the notice containing its terms and conditions from time to time to stay informed about any such changes.

    If LiquiLoans makes changes to terms and conditions and the Lender continues to use services, the Lender will be deemed to have impliedly agreed to the updated terms and conditions. Any such deletions or modifications shall be effective immediately upon LiquiLoans' intimation on the Website, platform, dashboard, mobile application/app, portal and any/all other mediums or thereof. Any use of LiquiLoans services by the Lender after such notification shall be deemed to constitute acceptance by the Lender of such modifications.

  4. The Lender hereby grants explicit authorisation to LiquiLoans to enter into transactions on their behalf with the Borrowers for any services related to the Platform.

  5. This Agreement cannot be assigned (nor any duties hereunder delegated) by the Lender without the express written consent of LiquiLoans. Provided that LiquiLoans may assign this Agreement to any parent, subsidiary or affiliated entity, or any entity which acquires all or substantially all of its assets or business and shall provide the Lender with ten (10) days written notice of such assignment. Any purported assignment not permitted hereunder shall be void. Further, LiquiLoans may assign any of its responsibilities/obligations to any other person without any prior notice to the Lender at its sole discretion. However, the Lender shall not assign, sub-license or otherwise transfer any of his rights or obligations under these terms to any other party unless written consent is taken from LiquiLoans.

  6. Notwithstanding the provisions contained herein, no liability shall attach to any Party including third parties, in the event of its failure to observe the terms hereof, if such failure is caused by reasons of, or on account of, or in consequence of any act of God or act of Government, plague, famine, epidemic, fire, storm, floods, war, mutiny, riot, civil commotion, disturbances, power supply disruption, union action, union strikes, extraordinary failure of equipment, port congestion, Government statute or imposition, road blockage accident of vehicle carrying the materials, transporters’ strike or any other cause whatsoever beyond the reasonable control of the concerned Party, which would make

    performance commercially impracticable, whether or not the contingency is of the same class as those listed above.

  7. No failure or delay by the Parties in exercising any right or remedy provided by Applicable Law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of such or any other right or remedy.

  8. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

  9. This Agreement, read with the terms and conditions, as notified by LiquiLoans from time to time, constitutes the entire agreement between the Parties on the subject matter hereof and supersedes all previous negotiations, commitments, writings and representations, written or oral thereto.

THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED ON THE DATE AND PLACE HEREINABOVE MENTIONED.

Signed, Sealed and Delivered by the within-named LiquiLoans, NDX P2P Private Limited

Name:                                     

Designation:                            

Date:                                        


__________________________________________

Signed, Sealed and Delivered by the within-named Lender.

Name:                                     

Designation:                            

Date:                                        



SCHEDULE 1

DETAILS OF THE LENDER

Sr. No.

Description

Particulars

1

Date of Agreement

2

Place of Agreement

3

Name

4

Aadhar Number

5

PAN Number

6

Date of Birth

7

Mobile Number

8

Alternate Mobile Number

9

Email Address

10

Residential Address

11

Office Address

12

Nature of activities engaged in

13

Particulars for Notice

14

Details of the Bank Account

Account Number:

Account Name:

Bank Name:

Bank Branch:

IFSC code:

Sample Fee Options/Schemes

Minimum Holding Period (MHP)*

Indicative Net Pre-Tax Yields**

NIL

8.00% XIRR

6 Months

9.00% XIRR

12 Months

9.25% XIRR

*Minimum period for which a Lender agrees to hold the loans before listing on the secondary market for sale.

**The available fee/scheme options will be visible to lenders on the dashboard. The Lender will need to select from the available scheme options on the dashboard while lending on the platform.

Details of Charges

Fee Type

Description

Loan Servicing Fee

If the Lender’s portfolio’s net pre-tax yield is lower or equal to the indicative pre-tax yield (XIRR) scheme selected, then LiquiLoans’ fees will be Zero i.e., NIL

If the Lender’s portfolio’s net pre-tax yield is above the indicative pre-tax yield (XIRR) scheme selected; then LiquiLoans’ fees will be the difference of Lender’s Actual Portfolio Pre-Tax Yield XIRR Less Indicative Pre-Tax Yield (XIRR) of the Lender capped at higher of (1% per month of deployed amount or INR 20/- per collected installment*)

*Subject to change and shall be updated on the platform from time to time.