Sub-Distribution Agreement

1.1 Unless the contrary intention appears and / or the context otherwise requires, in addition to the terms defined elsewhere, the definitions listed hereunder shall apply throughout this Agreement:

"Affiliate" means, in relation to a Party, any person which directly or indirectly controls, is controlled by, or is under common control with such Party.

"Agreement" means Sub-Distribution Agreement including background recitals and all Schedules and attachments and any subsequent modifications or variations to the Agreement, provided those modifications or variations are executed as a supplemental deed / agreement by the Parties;

"AMFI" means the Association of Mutual Funds in India.

"AMC" means an asset management company registered with the Securities and Exchange Board of India under the SEBI (Mutual Funds) Regulations, 1996.

"Applicable Law" means all laws, statutes, enactments, rules, regulations, notifications, circulars, master circulars, directions, guidelines, codes of conduct, industry standards, judgments, orders and governmental or regulatory requirements applicable in India from time to time, including those issued by SEBI, AMFI, any AMC, registrar and transfer agent, know your customer (KYC) registration agency or other competent authority, and includes, without limitation the Securities and Exchange Board of India Act, 1992, SEBI (Mutual Funds) Regulations, 1996, Prevention of Money Laundering Act, 2002, requirements relating to KYC, anti-money laundering, FATCA and CRS, requirements relating to mutual fund distribution, advertisements, disclosures, investor communication, digital communications, grievance handling and record retention; and applicable privacy and data protection laws.

"Business Day" means a day on which banks and major stock exchanges are open for business in India, excluding Saturdays, Sundays and other bank holidays.

"Client" means any existing or prospective investor sourced, referred, introduced, serviced or otherwise dealt with by the Sub-Distributor in connection with Mutual Fund Products through the Principal.

"Client Documentation" means all client-related forms, KYC records, FATCA / CRS declarations, mandates, transaction instructions, risk disclosures, acknowledgements, communications and supporting documents required under Applicable Law or the Principal's policies.

"Client Platform" means the areas of the platform operated by the Principal relating to the Client's investments with the Principal, their portfolio and other related information specific to the Client, and to which the Client gets access by virtue of a unique log-in and password.

"Commission" means any brokerage, trail commission, incentive, payout, fee, referral amount or other remuneration payable by the Principal to the Sub-Distributor in accordance with this Agreement including Schedule 3, to the extent permissible under Applicable Law.

"Confidential Information" means any non-public information relating to a Party or its Affiliates, including information relating to business operations, processes, products, payout structures, investor data, software, systems, manuals, records, credentials, commercial arrangements and internal policies, in whatever form disclosed.

"Effective Date" means the date on which this Agreement becomes effective in accordance with Clause 2.2 (Appointment as Sub-Distributor).

"EUIN" means employee unique identification number, where applicable under Applicable Law.

"Force Majeure Event" means any event or circumstance, or combination thereof, beyond the reasonable control of the affected Party, which prevents or materially delays the performance of its obligations under this Agreement, despite the exercise of reasonable diligence. Such events shall include, without limitation, acts of God, including flood, earthquake, fire, cyclone, or other natural calamities; epidemic or pandemic, and any governmental measures in response thereto; war (declared or undeclared), invasion, armed conflict, act of foreign enemy, terrorism, or civil commotion; any act, order, direction, regulation, or restriction imposed by any governmental or regulatory authority, including SEBI, AMFI, stock exchanges, or other competent authorities; interruption or failure of utilities, internet, telecommunications, or critical infrastructure; failure, downtime, or disruption of third-party systems or service providers, including payment systems, banking channels, registrar and transfer agents (RTAs), KYC / CKYC systems, stock exchange platforms, cloud outages, API failures with AMCs / RTAs; cyber incidents, including hacking, malware attacks, denial-of-service attacks, data breaches, DDoS attack, ransomware incidents, large-scale system compromise, not attributable to the affected Party's negligence or wilful misconduct.

"Indemnified Parties" has the meaning given to it in Clause 14.1 (Indemnity).

"Indemnification Notice" has the meaning given to it in Clause 14.2.1 (Indemnity).

"Indemnifying Party" has the meaning given to it in Clause 14.1 (Indemnity).

"Indemnity Claim" has the meaning given to it in Clause 14.2.1 (Indemnity).

"Investor Grievance" means any complaint, claim, dispute, allegation, query or dissatisfaction raised by or on behalf of a Client in connection with solicitation, communication, onboarding, transaction facilitation, execution, servicing or any other activity relating to Mutual Fund Products.

"Mutual Fund Products" means mutual fund schemes of the AMCs as may be made available by the Principal from time to time for distribution through the Sub-Distributor.

"Principal Platform" means any portal, application, dashboard, software, reporting tool, CRM, interface, API or back-office system made available by the Principal for use by the Sub-Distributor.

"Prohibited Conduct" means any act or omission including fraud, forgery, misrepresentation, mis-selling, churning, unauthorised advisory activity, unauthorised transaction execution, false assurance of returns, misuse of client data, misleading communications, unauthorised use of branding, concealment of material facts or any conduct contrary to Applicable Law or investor interest.

"SEBI" means the Securities and Exchange Board of India.

"Term" has the meaning given to it in Clause 12.1 (Term, Suspension and Termination).

"Third Party Claim" has the meaning given to it in Clause 14.2.1 (Indemnity).

1.2 Interpretation

Unless the context otherwise requires:

1.2.1 All references in this Agreement to statutory provisions shall be construed as meaning and including references to:

(a) all subordinate legislation made from time to time under that provision (as amended, modified, re-enacted or consolidated from time to time); and

(b) such provision as amended, modified, re-enacted or consolidated from time to time (whether before, on or after the date of this Agreement) to the extent such amendment, modification, re-enactment or consolidation applies or is capable of applying to any transaction entered into under this Agreement and (to the extent liability may exist or arise thereunder) includes any past statutory provision (amended, modified, re-enacted or consolidated as from time to time) which the provision referred to has directly or indirectly replaced;

1.2.2 words importing the singular include the plural and vice versa;

1.2.3 references to a person include an individual, sole proprietorship, partnership, company, limited liability partnership, association, trust or authority;

1.2.4 headings are for convenience only and shall not affect interpretation; and

1.2.5 the words "including" and "include" shall be deemed to mean including without limitation.

2.1 Appointment

2.1.1 With effect from the Effective Date, the Principal appoints the Sub-Distributor, and the Sub-Distributor accepts such appointment, as a non-exclusive sub-distributor for the limited purpose of sourcing, facilitating and servicing distribution of Mutual Fund Products through the Principal, strictly in accordance with this Agreement and Applicable Law.

2.1.2 The appointment, continuance and functioning of the Sub-Distributor shall be governed by and subject to the provisions of the Applicable Laws. In the event any information given by the Sub-Distributor to the Principal for the appointment is incorrect or misleading, the Principal shall have the right to forthwith suspend or terminate access to the Principal Platform or terminate the appointment of the Sub-Distributor.

2.2 Effective Date

This Agreement shall come into force on the Execution Date unless the Principal communicates a later effective date in writing, in which case such later date shall be the Effective Date.

2.3 Nature of Relationship

The relationship between the Parties is strictly on a principal-to-principal basis. Nothing in this Agreement shall be construed as creating any agency, partnership, employment, fiduciary relationship or joint venture between the Parties.

2.4 No Authority to Bind

The Sub-Distributor shall have no authority to: (a) bind the Principal or any AMC in any manner; (b) make any promise, commitment, assurance, warranty or representation on behalf of the Principal or any AMC; (c) issue receipts or acknowledgements in the name of the Principal or any AMC, except as specifically permitted in writing; (d) represent that it is authorised to act in any manner beyond the scope expressly set out in this Agreement; or (e) represent or bind or act on behalf of the Principal, so as to bind or make party, or engage the Principal into any contract, agreement, legal relationship, any form of liability etc. with any person, either directly or indirectly in any manner whatsoever.

2.5 Non-Exclusivity

This Agreement is non-exclusive. The Principal may appoint any number of sub-distributors or other partners, and the Sub-Distributor may engage with other entities, subject to Applicable Law and its obligations under this Agreement.

2.6 Limited Capacity of Principal

The Sub-Distributor acknowledges that the Principal acts only in the capacity of a mutual fund distributor unless expressly stated otherwise in writing. The Sub-Distributor shall not present the Principal as being registered with SEBI in any other capacity.

2.7 No Minimum Business

Nothing in this Agreement shall oblige the Principal to provide any minimum business volume or assure any minimum Commission or transaction flow to the Sub-Distributor. The Sub-Distributor agrees and acknowledges that the Principal or any of its Affiliates has not provided the Sub-Distributor with any advisory services, and that the Principal only facilitates the execution of the transactions referred to the Principal by the Sub-Distributor. The origination of the Client relationship is from the Sub-Distributor alone.

3.1 Maintenance of Registrations

The Sub-Distributor shall, throughout the Term, maintain in full force and effect all registrations, certifications, licences, approvals and identifiers required under Applicable Law, including valid ARN, NISM certification and EUIN, where applicable.

3.2 Compliance Obligations

The Sub-Distributor shall comply with: (a) all Applicable Law; (b) AMFI code of conduct and circulars; (c) SEBI and AMFI norms applicable to mutual fund distributors and sub-distributors including conducting risk profiling on its Client; (d) all disclosure, communication, KYC, anti-money laundering and investor servicing requirements; and (e) all operating procedures, compliance manuals and instructions communicated by the Principal from time to time.

3.3 Restriction on Advisory Activities

3.3.1 The Sub-Distributor shall not: (a) act as or hold itself out as an investment adviser, research analyst, portfolio manager or any other regulated intermediary unless separately authorised under Applicable Law; (b) use the expressions "investment adviser", "investment advisor", "wealth adviser", "wealth advisor", "independent financial adviser", "IFA" or any similar designation where such usage is not permissible; or (c) undertake any activity that may result in the distribution activity being characterised as unauthorised investment advisory activity.

3.3.2 No Sub-Distributor intending to distribute mutual fund units shall have registration with SEBI as an "investment adviser", unless such Sub-Distributor is conducting the mutual fund distribution business as a separate entity or separately identifiable department or division in conformity with Applicable Laws.

3.3.3 The Sub-Distributor agrees and acknowledges that the Principal has, in no way whatsoever, required or requested the Sub-Distributor to provide investment advisory services to the clients referred by it to the Principal. In any event, it is clarified that the provision of any investment advisory services is a consequence of the Sub-Distributor's own independent choice, and the Sub-Distributor alone shall be responsible to obtain the necessary registrations / exemptions required in relation thereto in accordance with Applicable Laws.

3.4 Notice of Change or Action

The Sub-Distributor shall notify the Principal in writing within 2 (two) Business Days of: (a) lapse, suspension, cancellation or non-renewal of any registration, certification or approval; (b) commencement of any regulatory inquiry, show cause notice, investigation, disciplinary action or proceeding against the Sub-Distributor; (c) any material complaint, fraud incident or breach affecting clients or regulatory standing; and (d) any material change in address, bank details, tax particulars or other key particulars.

3.5 Fit and Proper Undertaking

The Sub-Distributor shall at all times remain fit and proper and shall not do anything that may adversely affect the reputation, compliance status or business interests of the Principal, any AMC or the mutual fund industry.

4.1 General Standard

The Sub-Distributor shall act honestly, fairly, diligently and in the best interests of Clients, and shall maintain high standards of integrity and professionalism in carrying out its obligations.

4.2 Client Solicitation and Servicing

The Sub-Distributor shall: (a) source and solicit clients only in accordance with Applicable Law; (b) provide only accurate and non-misleading information regarding Mutual Fund Products; (c) explain material product features, risk factors, lock-ins, liquidity conditions, costs and other disclosures to the extent required under Applicable Law; (d) ensure that all transactions are based on valid client instructions and lawful documentation; and (e) provide first-level servicing support and promptly escalate material issues to the Principal.

4.3 Conduct Restrictions

The Sub-Distributor shall not: (a) promise guaranteed returns, fixed returns, capital protection or assured performance except where expressly and lawfully permitted in official scheme documentation; (b) misrepresent the features, historical performance, liquidity, tax treatment or suitability of any Mutual Fund Product; (c) induce unnecessary switches or portfolio churn for the purpose of generating Commission; (d) suppress or omit material disclosures; or (e) engage in Prohibited Conduct.

4.4 Documentation and KYC

4.4.1 The Sub-Distributor shall: (a) collect and maintain complete, accurate and valid Client Documentation; (b) comply with KYC Requirements, PMLA obligations and FATCA / CRS related obligations to the extent applicable to it under Applicable Law; (c) not submit incomplete, forged, altered, backdated or misleading documents; and (d) provide copies of all relevant records to the Principal upon request.

4.4.2 In the event the Sub-Distributor does not provide all the information or documents, or complete all the requirements of KYC under Applicable Laws, then the Principal shall have the right to cancel the Client's application. The Principal shall be entitled to request, scrutinize and verify from the Client any information in relation to the Client's application.

4.5 Client Monies

4.5.1 Unless expressly permitted under Applicable Law and the Principal's written processes, the Sub-Distributor shall not: (a) accept cash from clients; (b) receive client monies into its own account; (c) pool monies of multiple clients; or (d) issue receipts in the name of the Principal or any AMC.

4.5.2 The Sub-Distributor shall be obligated to forward Client's request to purchase, sell or redeem any Mutual Fund Products offered by the Principal, and shall not withhold any such requests.

4.6 Personnel Compliance

The Sub-Distributor shall ensure that all employees, representatives and personnel engaged in activities under this Agreement are appropriately trained, certified and compliant with Applicable Law, including EUIN requirements where applicable. The Sub-Distributor shall remain fully responsible for their acts and omissions.

4.7 Grievance Handling

The Sub-Distributor shall maintain internal systems to receive and record Investor Grievances and shall: (a) acknowledge complaints promptly; (b) escalate material or unresolved complaints to the Principal without delay; (c) not admit liability on behalf of the Principal; and (d) fully assist in complaint resolution and regulatory responses.

4.8 No Further Delegation

The Sub-Distributor shall not appoint any sub-agent, franchisee, referral partner or similar intermediary for performing activities under this Agreement.

5.1 Compliance Principle

All communications by the Sub-Distributor relating to the Principal, any AMC, any Mutual Fund Product or any investor opportunity shall be fair, balanced, factually accurate and compliant with Applicable Law.

5.2 Prior Approval Requirement

The Sub-Distributor shall not publish, circulate, upload, broadcast or otherwise disseminate any advertisement, promotional content, campaign material, website content, social media communication, blog, short-form video, webinar material, client presentation, digital message or other public or semi-public communication referring to: (a) the Principal; (b) any AMC; (c) any Mutual Fund Product; or (d) the relationship contemplated under this Agreement, without the Principal's prior written approval.

5.3 Mandatory Regulatory Disclosures

The Sub-Distributor shall ensure that all required disclaimers, ARN details, EUIN disclosures, risk statements and other mandated disclosures are displayed accurately and prominently in all applicable communications.

5.4 Digital and Social Media Controls

The Sub-Distributor shall: (a) comply with all applicable norms relating to digital communications and use of social media in securities market activities; (b) not use any handle, channel name, domain name, webpage or digital identity that suggests it is the Principal, an AMC or a regulated intermediary in any capacity not actually held by it; (c) maintain records of all investor-facing digital communications and promotional materials for the period required under Applicable Law or the Principal's policy, whichever is longer; and (d) promptly remove, withdraw, correct or disable any content upon direction of the Principal.

5.5 Prohibited Public Statements

The Sub-Distributor shall not make any public statement, announcement, media comment or investor communication that may expose the Principal or any AMC to regulatory, legal or reputational risk.

5.6 Branding Restrictions

The Sub-Distributor shall not use any trademark, logo, trade name or branding of the Principal or any AMC except strictly in accordance with prior written approval and brand usage guidelines.

6.1 General Rights

The Principal may, at its discretion and subject to Applicable Law: (a) determine which Mutual Fund Products are made available through the Sub-Distributor; (b) issue operating policies, compliance requirements and process changes; (c) reject, suspend, return or not process any onboarding or transaction request; (d) communicate directly with Clients for mandatory regulatory, compliance, KYC, grievance redressal, audit or verification purposes, or where the Sub-Distributor is unreachable, unresponsive for a commercially reasonable period, has discontinued business, or is otherwise unable to service the client; and (e) modify or withdraw access to any Principal Platform or support service.

6.2 Platform and Operational Discretion

6.2.1 Any Principal Platform or operational support is provided on an "as is" and "as available" basis. The Principal shall not be obliged to maintain uninterrupted access or continue any specific functionality.

6.2.2 The Sub-Distributor shall be required to review and reverify all information or data made available by the Principal in any mode or manner, before making any decision, recommendation or Client communication based on the same. The Principal agrees and acknowledges that the determination of such decision, recommendation or Client communication is the sole responsibility of the Sub-Distributor, and it shall not be open to the Sub-Distributor, in the case of any suit in relation hereto, to claim that the source of any information / data informing a decision, recommendation or Client communication, was provided by the Principal and was used by such Sub-Distributor on an “as is” basis.

6.3 Client Relationship

6.3.1 The Principal may maintain a direct relationship with clients sourced by the Sub-Distributor and may continue to service such clients directly or through other permitted channels.

6.3.2 The Sub-Distributor shall be the primary point of contact for clients it has onboarded on the Principal Platform. The Principal's right to communicate directly with such clients shall be exercised in compliance with Applicable Law and platform policies, and primarily in the following circumstances: (a) mandatory regulatory, compliance, KYC, FATCA / CRS or audit communications; (b) grievance redressal or investor protection obligations; (c) transaction confirmations, NAV updates or statutory disclosures; (d) where the Sub-Distributor is unreachable, unresponsive for a commercially reasonable period, has discontinued business, or is otherwise unable to service the relevant client; or (e) platform-level communications applicable to all users. The Principal shall not use its client communication rights for the purpose of appropriating the Sub-Distributor's client relationships.

7.1 Limited Use Licence

7.1.1 The Principal grants the Sub-Distributor a limited, non-exclusive, non-transferable and revocable right to use the Principal Platform solely for purposes permitted under this Agreement. The Principal reserves the sole ownership and rights over any intellectual property provided to the Sub-Distributor under the services, and shall offer the same as deemed appropriate and feasible from time to time.

7.1.2 The Principal shall create a Client Platform for the Clients enrolled by the Sub-Distributor, provided that such Client completes the registration processes envisaged and detailed at the platform maintained by the Principal. The Principal shall provide the Client with a non-transferable, revocable and non-exclusive license to use the Client Platform for use as per as the terms governing the Client’s access to the same, including under the terms and conditions, and the privacy policy of the Client Platform.

7.1.3 The Principal shall offer the Principal Platform, the services and the Client Platform without any expressed guarantees or warranties whatsoever and on an "as is and where is" basis. The Principal shall not owe any liability or obligations to provide the same, and offering shall be on a privilege basis at the sole discretion of the Principal.

7.1.4 The Principal Platform, the services and the Client Platform may not be available, in part or full, for the performance of any maintenance or development activities scheduled by the Principal.

7.1.5 The Principal may add, amend, suspend, terminate either of the Principal Platform, the services or the Client Platform at its sole discretion, based on internal policies and procedures, and in accordance with Applicable Laws.

7.1.6 The Principal reserves the right to collect, store and study all forms of data, information, feedback for purpose of understanding product preferences, requirements, trends, and / or any business opportunities. Such analysis and information shall be construed as the exclusive intellectual property of the Principal, and the Sub-Distributor agrees to assign to the benefit of the Principal, in perpetuity and worldwide, any rights that it may have in the same.

7.2 Credential Security

7.2.1 The Sub-Distributor shall maintain strict confidentiality of all login credentials, shall be solely responsible for the protection and privacy of the user id and password generated with respect to the Principal Platform and shall be responsible for all usage occurring through its credentials.

7.2.2 The Principal shall not be liable for any unauthorized access of the Client Platform on account of failure of maintaining confidentiality of the login credentials.

7.3 Restrictions

The Sub-Distributor shall not: (a) copy, modify, reverse engineer or exploit the Principal Platform; (b) permit unauthorised access; (c) interfere with system integrity or security; (d) access or extract data beyond what is authorised; or (e) have any right to inspect and / or have any access to the books, records, documents, facilities, systems, infrastructure, processes, work manners, data, methodologies, etc. of the Principal and / or the Principal's portal, either in part or in full. The Sub-Distributor may, however, make written requests to the Principal for any specific information relating only to the Sub-Distributor's own business with the Principal.

7.4 Record Maintenance

The Sub-Distributor shall maintain complete books, records, communications and client-related documentation relating to this Agreement including Client Documentation for such period as may be required under Applicable Law or by the Principal and shall make the same available to the Principal promptly upon notice thereto.

8.1 Conditional Entitlement

The Sub-Distributor shall be entitled to Commission only if and to the extent: (a) the relevant business has been validly sourced and tagged to the Sub-Distributor; (b) the relevant transaction has been accepted and processed; (c) the Sub-Distributor has complied with this Agreement and Applicable Law; (d) the Principal has actually received the corresponding payout from the relevant AMC, registrar, transfer agent or other source; and (e) payment of such Commission is permissible under Applicable Law.

8.2 Commission Schedule

The rates, methodology, payment cycle, slab structure, incentive conditions, exclusions, reversals and other commercial terms applicable to Commission may be set out by the Principal from time to time through a payout schedule, circular, policy, email or display on the Principal Platform, and shall be binding on the Sub-Distributor.

8.3 No Vested Right

The Sub-Distributor acknowledges that no Commission shall accrue merely by sourcing a client or initiating a transaction, and that Commission remains contingent on actual receipt, valid mapping, continued permissibility and compliance with the applicable payout framework.

8.4 Right to Revise

The Principal may revise Commission terms prospectively at any time by notice or update to the applicable payout framework.

8.5 Deductions and Taxes

All payments shall be subject to statutory deductions, withholding taxes and other deductions required under Applicable Law. The Sub-Distributor shall be responsible for its own tax treatment and compliance.

8.6 Clawback and Recovery

The Principal may withhold, reverse, recover or set off Commission if: (a) the underlying transaction is cancelled, reversed, rejected or otherwise unwound; (b) any amount is later clawed back by an AMC, registrar or other paying entity; (c) payment was made in error; (d) the relevant business involved misrepresentation, mis-selling, fraud, documentation deficiency or other non-compliance; (e) the Sub-Distributor owes any amount to the Principal; or (f) recovery is required under Applicable Law or regulatory direction.

8.7 Suspension of Payment

The Principal may suspend payout of Commission pending completion of any inquiry, audit, investigation, grievance review, reconciliation or regulatory assessment concerning the Sub-Distributor or the relevant business.

8.8 No Minimum Payout

The Principal does not guarantee any minimum Commission, minimum payout frequency or minimum earnings.

9.1 Mutual

Each Party represents and warrants that: (a) it has the power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation upon it; and (c) its execution and performance of this Agreement do not violate any Applicable Law or binding obligation.

9.2 By the Sub-Distributor

The Sub-Distributor further represents, warrants and undertakes that: (a) all information provided by it is true, complete and not misleading; (b) it holds and shall maintain all required registrations, certifications and approvals; (c) it shall not engage in Prohibited Conduct; (d) it shall not misrepresent its relationship with the Principal or the Principal's regulatory status; and (e) it has independently evaluated the commercial arrangement contemplated under this Agreement.

10.1 Confidentiality

Each Party shall keep confidential all Confidential Information of the other Party and shall not disclose the same except on a need-to-know basis to its personnel and advisers who are bound by confidentiality obligations, or where disclosure is required under Applicable Law.

10.2 Client Information

The Sub-Distributor shall use client information solely for lawful purposes connected with this Agreement and shall not sell, disclose, commercialise or misuse such information.

10.3 Data Security

The Sub-Distributor shall implement and maintain reasonable technical, organisational and physical safeguards to protect Confidential Information and client data.

10.4 Incident Reporting

The Sub-Distributor shall promptly notify the Principal of any actual or suspected data breach, cyber incident, unauthorised access or misuse affecting client information, Confidential Information or systems relevant to this Agreement.

10.5 Survival

The obligations under this Clause 10 shall survive termination of this Agreement.

12.1 Term

This Agreement shall commence on the Effective Date and continue unless terminated in accordance with this Clause 12 ("Term").

12.2 Termination for Convenience

Either Party may terminate this Agreement by giving 30 (thirty) days' prior written notice to the other Party.

12.3 Immediate Termination by Principal

The Principal may terminate this Agreement with immediate effect if:

12.3.1 the Sub-Distributor commits any material breach of this Agreement;

12.3.2 any registration, ARN, certification or approval of the Sub-Distributor lapses, is suspended or is cancelled;

12.3.3 the Sub-Distributor engages in fraud, mis-selling, forgery, unauthorised advisory activity, misleading communications or other Prohibited Conduct;

12.3.4 the Principal determines that continuation of this Agreement poses legal, regulatory, reputational or commercial risk;

12.3.5 the Sub-Distributor becomes insolvent; or

12.3.6 termination is required or advisable under Applicable Law or pursuant to the requirement of any AMC or regulator.

12.4 Suspension

Without prejudice to termination, the Principal may suspend the Sub-Distributor's empanelment, platform access, transaction ability, client servicing rights and / or Commission payments pending investigation or remediation.

12.5 Effect of Termination

Upon termination: (a) the Sub-Distributor shall immediately cease representing itself as associated with the Principal; (b) all rights to use the Principal Platform, branding and materials shall cease; (c) the Principal may notify relevant AMCs, registrars, service providers and clients of such termination to the extent necessary; and (d) the Sub-Distributor shall return or destroy Confidential Information as directed by the Principal, subject to Applicable Law.

12.6 Post-Termination Commission

Post-termination trail commission entitlement shall be determined as follows: (a) Normal / Voluntary Exit: Where this Agreement is terminated by either Party without cause, or on account of business discontinuation unrelated to fraud or misconduct, trail commission shall continue to be paid to the Sub-Distributor (or its nominee, where applicable) for so long as: (i) the Sub-Distributor’s ARN remains valid and in good standing; (ii) the relevant clients remain mapped to the Sub-Distributor’s ARN; (iii) the relevant AMC continues to pay trail to the Principal on those assets; and (iv) there is no withholding, clawback or set-off event applicable to those clients. (b) Misconduct / Regulatory Exit: Where termination arises from fraud, mis-selling, forgery, criminal conduct, material regulatory violation, or gross breach of this Agreement, the Principal may immediately suspend and permanently discontinue trail commission on all or specified clients, acting on a commercially reasonable basis. (c) Death of Sub-Distributor: In the event of death of the Sub-Distributor, trail commission shall continue for the benefit of the Sub-Distributor’s lawfully appointed nominee, provided that: (i) the nominee holds a valid ARN issued by AMFI; (ii) the nominee is duly empanelled with the Principal; and (iii) all other conditions for trail continuity set out in limb (a) above are met. The Principal shall provide reasonable transition support to facilitate nominee empanelment upon timely notification.

12.7 No Automatic Trail Continuity

Trail commission shall continue in normal exit scenarios subject to the conditions set out above, and shall be suspended or discontinued only in cases of fraud, misconduct, regulatory breach or where the conditions for continuity (valid ARN, active mapping, AMC receipt) cease to be met. This clause shall survive termination of this Agreement.

12.8 Client Servicing and Transition

Upon termination, the Principal shall have the unrestricted right, subject to Applicable Law and applicable AMC / registrar procedures, to retain, continue, transfer or reassign servicing of clients sourced by the Sub-Distributor, whether directly or through another distributor / sub-distributor.

12.9 NOC, Mapping and Transfer Requests

Clients onboarded on the Principal Platform are clients of the Principal for platform and regulatory purposes. The Sub-Distributor retains a distribution relationship with clients it has sourced, and may request transfer or NOC subject to the conditions below. The Sub-Distributor may migrate clients to another platform or its own ARN, subject to: (a) Applicable Law and AMC / registrar / AMFI requirements; (b) client consent, where required; (c) settlement of all dues and liabilities of the Sub-Distributor to the Principal; (d) absence of any ongoing fraud investigation, regulatory proceeding or material unresolved complaint directly concerning the clients sought to be transferred; and (e) operational feasibility and applicable AMC / RTA procedures. The Principal shall process such requests on a commercially reasonable basis and shall not unreasonably withhold or delay issuance of a no-objection letter or transition support. Where the Sub-Distributor passes away, the provisions of the death / nominee clause shall apply.

The Principal shall endeavour to complete the processing of any such request within a commercially reasonable timeframe, subject to the conditions above and any AMC / RTA processing timelines outside the Principal's control.

13.1 Audit

The Principal or its authorised representatives may, upon reasonable notice, inspect and audit the Sub-Distributor's records, communications, systems and documentation relating to this Agreement.

13.2 Co-operation

The Sub-Distributor shall promptly provide all records, data, clarifications and assistance requested for purposes of audit, compliance review, regulatory response, grievance resolution, investigation or reconciliation.

13.3 Electronic Records

The Principal may require provision of screenshots, communication logs, social media records, investor communications or other digital evidence for compliance verification.

18.1 All notices under this Agreement shall be in writing and sent by hand delivery, recognised courier, registered post or email to the addresses specified below or such other address as may be notified in writing.

• If to the Principal — Name: Yashna Bhuwania Address: 28 Southend Park, Ground Floor, Kolkata 700029 Email: yashna.bhuwania@dhansaarthi.com Attention:[]
• If to the Sub-Distributor — Name: [●] Address: [●] Email: [●] Attention: [●]

18.2 Notice shall be deemed received on delivery, or in the case of email, upon transmission unless a delivery failure notification is received.

18.3 A Party shall notify the other Parties of any change to his / her / its details in this Clause 18 in accordance with the provisions of this Clause 18, provided that such notification shall only be effective on the later of the date specified in the notification and 5 (five) Business Days after deemed receipt.

19.1 Governing Law and Jurisdiction

Subject to provisions of Clauses 19.2 and 19.3, the Parties agree that the courts of Kolkata, West Bengal alone and no other courts shall have the jurisdiction to entertain and try any dispute arising from and out of the provisions of this Agreement. This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with, the laws of India.

19.2 Amicable Resolution

The Parties shall first attempt to resolve any dispute through good faith discussions within 30 (thirty) days of written notice of the dispute.

19.3 Arbitration

If the dispute is not resolved within the time period mentioned above in Clause 19.2, it shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the Parties. If the Parties fail to agree on the arbitrator within 15 (fifteen) days, the arbitrator shall be appointed in accordance with Applicable Law.

19.4 Seat and Venue

The seat and venue of arbitration shall be Kolkata, West Bengal. The arbitration shall be conducted in English.

19.5 Interim Relief

Nothing in this Agreement shall prevent either Party from seeking interim relief from a court of competent jurisdiction.

20.1 Non-Disparagement

The Parties agree not to disparage and / or make any derogatory or false statements about the other Party and / or any of their respective services or practices, or any of their respective directors, officers, agents, representatives, shareholders or Affiliates, directly or indirectly, either orally or in writing, at any time.

20.2 Entire Agreement

This Agreement constitutes the entire understanding between the Parties in relation to its subject matter and supersedes all prior discussions and arrangements.

20.3 Amendment

No amendment to this Agreement shall be effective unless in writing and signed by both Parties, save that the Principal may amend operational processes, payout schedules and compliance requirements through written communication to the Sub-Distributor.

20.4 Waiver

No delay or omission in exercising any right shall constitute a waiver.

20.5 Severability

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

20.6 Assignment

The Sub-Distributor shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Principal.

20.7 Survival

The termination of this Agreement shall in no event terminate or prejudice any: (a) right or obligation arising out of or accruing under this Agreement attributable to events or circumstances occurring prior to such termination; and (b) provision which by its nature is intended to survive termination, including the provisions of this Clause 20.7, Clause 1 (Definitions and Interpretation), Clause 10 (Confidentiality and Data Protection), Clause 11 (Intellectual Property), Clause 12 (Term, Suspension and Termination), Clause 14 (Indemnity), Clause 15 (Limitation of Liability), Clause 16 (Non-Solicitation), Clause 18 (Notices), Clause 19 (Governing Law, Jurisdiction and Dispute Resolution) and Clause 20 (Miscellaneous).

20.8 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The delivery of signed counterparts by facsimile transmission or electronic mail in "portable document format" (.pdf) shall be as effective as signing and delivering the counterpart in person.

20.9 Costs and Stamp Duty

Each Party shall bear its own costs in connection with this Agreement. Stamp duty, if applicable, shall be borne by the Principal in accordance with Applicable Law.

1. Subject to this Agreement and Applicable Law, the Sub-Distributor may:

(a) Identify and introduce prospective clients.

(b) Assist clients with onboarding formalities and documentation.

(c) Facilitate valid transaction requests in Mutual Fund Products.

(d) Provide factual and non-advisory information in relation to Mutual Fund Products and official scheme documents.

(e) Provide post-transaction servicing support and grievance co-ordination.

(f) Undertake such other activities as may be expressly authorised in writing by the Principal.

2. The Sub-Distributor shall NOT:

(a) Provide investment advisory services without lawful authority.

(b) Use prohibited or misleading advisory nomenclature.

(c) Accept cash or pool client monies.

(d) Issue unauthorised receipts or acknowledgements.

(e) Promise guaranteed or assured returns.

(f) Submit forged, altered, incomplete or misleading documentation.

(g) Execute transactions without proper client authorisation.

(h) Publish or circulate unapproved marketing or social media content referring to the Principal or any AMC.

(i) Appoint further sub-agents or referral intermediaries without written approval.

(j) Engage in fraud, mis-selling, churning, front running or other conduct harmful to investor interests.

1. Commission Rates

1. Commission rates, slabs and methodology applicable to each Mutual Fund Product shall be communicated by the Principal to the Sub-Distributor separately from time to time, through a payout schedule, circular, email or display on the Principal Platform. Such communication shall be binding on the Sub-Distributor.

2. Platform Fee and Net Commission: The Commission payable to the Sub-Distributor shall be the net amount after deduction of a Platform Fee charged by the Principal on the Gross Commission received from the relevant AMC in respect of the Sub-Distributor's mapped business ("Gross Commission"). The current Platform Fee is 10% (ten percent) of Gross Commission. The Platform Fee is calculated on Gross Commission prior to deduction of TDS or any other statutory deduction.

3. By way of illustration: if the Gross Commission received by the Principal from the AMC is ₹100, and the prevailing Platform Fee is 10%, the Platform Fee shall be ₹10 and the net Commission payable to the Sub-Distributor shall be ₹90. GST reimbursement, where applicable, shall be calculated on the net Commission amount payable to the Sub-Distributor.

4. The Platform Fee may be revised by the Principal from time to time by prior communication to the Sub-Distributor via email, SMS or notification on the Principal Platform. Any such revision shall apply prospectively from the date specified in such communication.

5. Notwithstanding any revision to the Platform Fee, the Platform Fee applicable to client investments already made and mapped to the Sub-Distributor prior to the effective date of any such revision shall continue to be governed by the Platform Fee rate in effect at the time those investments were made, for as long as those investments remain mapped and the relevant AMC continues to pay trail commission on those assets to the Principal. The revised Platform Fee shall apply only to fresh investments, new SIP instalments and new transactions made on or after the effective date of the revision.

6. The Platform Fee is charged in consideration of access to the Principal Platform, technology infrastructure, compliance support, reporting tools and other services provided by the Principal to the Sub-Distributor under this Agreement.

7. Commission may vary across AMCs, mutual fund schemes, transaction types (lump sum, SIP, STP, switch), investor categories and commercial programmes as notified by the Principal.

8. Commission rates are based on the expense ratio permitted by SEBI. Any revision by SEBI or AMCs to the permissible expense ratio shall automatically result in a corresponding revision to commission rates, without further notice.

2. Rate Revisions

9. The Principal reserves the right to revise commission rates at any time. Any revision to commission rates shall be communicated to the Sub-Distributor via email, SMS or notification on the Principal Platform. Such communication shall be deemed sufficient notice of the revised rates, and the Sub-Distributor shall be bound by the revised rates from the date specified in such communication.

10. Revised rates shall apply prospectively from the effective date of revision. The Principal reserves the right to apply revised rates to existing assets under management in the event of any change in applicable law, SEBI or AMFI regulation, or AMC-level revision to the expense ratio.

3. Payment Cycle

11. Commission accrued during a calendar month (the "Commission Month") shall be paid to the Sub-Distributor within 30 (thirty) days from the end of that Commission Month, subject to the Principal having actually received the corresponding payout from the relevant AMC or other paying entity by that date.

12. By way of illustration: commission accrued during the month of April shall be released by 31 May, provided the Principal has received the corresponding AMC payout by that date. If the AMC payout is delayed beyond the 30-day window, payment to the Sub-Distributor shall be made within 7 (seven) Business Days of the Principal receiving such payout.

13. Payment shall be made by direct credit to the bank account of the Sub-Distributor as registered with the Principal. The Principal shall not be liable for any delays resulting from incorrect or incomplete bank details provided by the Sub-Distributor.

4. GST Treatment

14. Commission shall be paid to the Sub-Distributor exclusive of Goods and Services Tax ("GST").

15. Where the Sub-Distributor is registered under GST and issues a valid GST invoice to the Principal, GST shall be reimbursed to the Sub-Distributor, subject to both of the following conditions being satisfied: (a) the Sub-Distributor has duly filed the relevant GST return in which the said invoice is declared and reflected; and (b) the Principal has actually received the GST component on the corresponding commission from the relevant AMC or paying entity.

16. (a) the Sub-Distributor has duly filed the relevant GST return in which the said invoice is declared and reflected; and

17, (b) the Principal has actually received the GST component on the corresponding commission from the relevant AMC or paying entity.

18. GST reimbursement shall be made promptly after both conditions above are satisfied. The Principal shall not be obligated to reimburse GST in advance of receipt from the AMC, or in the event of any mismatch in the Sub-Distributor’s GST filings or input tax credit records.

19. The Sub-Distributor shall be solely responsible for timely GST registration (where required under applicable law), GST return filing, invoice issuance and all related GST compliance. The discharge of GST liability shall be the sole responsibility of the Sub-Distributor.

20. All payments are also subject to deduction of tax at source (TDS) including applicable surcharge and cess, and any other statutory deductions at applicable rates under the Income Tax Act, 1961 and other Applicable Law.

5. Conditional Nature of Commission

21. All Commission is conditional, variable and subject to: (a) actual receipt of the corresponding payout by the Principal from the relevant AMC; (b) valid tagging of business to the Sub-Distributor; (c) compliance by the Sub-Distributor with this Agreement and Applicable Law; and (d) absence of any fraud, mis-selling, documentation deficiency or regulatory concern relating to the relevant business.

22. No Commission shall be deemed to have accrued or vested merely by virtue of a client being sourced or a transaction being initiated by the Sub-Distributor.

6. Clawback and Set-Off

23. The Principal may withhold, reverse, recover or set off Commission already paid if: (a) the underlying transaction is cancelled, reversed, rejected or unwound; (b) any amount is clawed back by the AMC or RTA; (c) the payment was made in error; (d) the business involved mis-selling, fraud, misrepresentation or documentation deficiency; (e) the Sub-Distributor owes dues to the Principal; or (f) recovery is required under Applicable Law or regulatory direction.

24. Where Commission is to be recovered, the Principal may adjust the recoverable amount from future Commission payable to the Sub-Distributor. Where no future Commission is available, the Sub-Distributor shall refund the recoverable amount within 15 (fifteen) Business Days of a written demand by the Principal.

7. Post-Termination Trail

25. Trail Commission shall not continue automatically following termination of this Agreement. Any post-termination trail entitlement, if applicable, shall be subject to: (a) the Principal's payout policy and mapping position at the time of termination; (b) actual receipt by the Principal from the AMC; (c) absence of fraud, misconduct, dispute or clawback; and (d) full settlement of all dues owed by the Sub-Distributor to the Principal. Post-termination trail commission shall be governed by the provisions of Clause 12 of this Agreement. In summary: (a) in normal / voluntary exits, trail commission shall continue for as long as the Sub-Distributor's ARN remains valid, the relevant clients remain mapped to the Sub-Distributor's ARN, and the AMC continues to pay trail to the Principal on those assets; (b) trail shall cease where termination arises from fraud, mis-selling, forgery, criminal conduct or material regulatory breach; (c) in the event of the Sub-Distributor's death, trail shall continue for the benefit of a duly ARN-certified and empanelled nominee; and (d) all trail payments remain subject to actual AMC receipt and the absence of clawback, set-off or recovery events.