POSP SERVICE AGREEMENT

Welcome to www.bimaguide.com By visiting, viewing, accessing or using any of the services or information contained on this website www.bimaguide.com and/or the mobile application, you are deemed to agree to the terms and conditions of this Website. The Platform is owned by In2fin Insurance Brokers Private Limited, a company incorporated under the Companies Act, 2013 with its registered office at F-84-B, Gali No. 4, Laxmi Nagar, East Delhi, Delhi-110092. Further, by registering here as POSP, you are agreeing to terms and conditions of the Service Agreement (hereinafter referred to as “Agreement”, which shall include the annexures, attachments, addendums and schedules as mentioned hereinbelow).
Thus, please read these terms and conditions carefully. If you do not accept these Terms and conditions along with the Terms of Use, Privacy Policy and other Rules, Regulations and Policies on the Website/Mobile Application, please do not register yourself.

WHEREAS:

A. In2fin Insurance Brokers Private Limited, a company incorporated under the Companies Act 2013 having its registered office at F-84-B, Gali No. 4, Laxmi Nagar, East Delhi, Delhi-110092 and registered by IRDAI having its registration no. 946 valid up to 03/2027 under the category of Direct Broker (Life & General) (hereinafter referred to as "Company/In2Fin" which expressions shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns).
B. The Company wishes to enter into an agreement with the POSP to solicit the insurance products and services as per the IRDAI rules and regulations specified from time to time in accordance with the terms and conditions of this agreement along with the Terms of Use, Privacy Policy and other Rules, Regulations and Policies on the website/mobile application.
C. The POSP is an individual who is a resident of India having its valid PAN no. and Aadhar no. hereinafter referred to as the “POSP” and desires to enter into an agreement with the Company for solicitation of insurance products and services in accordance with the terms and conditions of the Agreement.
D. The Company owns all rights and interest in, and manages the Website i.e. www.bimaguide.com (as defined hereinafter) which is an internet based online insurance broker marketplace.
E. The POSP is desirous of taking advantage of the online marketplace platform provided by the Company to enable the POSP with a technology platform to reach a larger base of potential customers/users (hereinafter referred to as “customers”).
F. The parties hereby agree that the POSP is not an employee of the Company and shall work as an independent contractor under this Agreement to solicit the insurance products and services as given in Annexure I hereinbelow in accordance with applicable laws, IRDAI guidelines and industry’s standard policy practices of the insurance broker. No reimbursement of any expenses incurred by POSP under this Agreement and he/she shall use his own work place, any supplies, etc. and set out his/her own working hours on independent basis without any cost to the Company.
G. The Parties are now entering into this Agreement to document their mutual agreement and understanding regarding the offering for services by POSP through the Website, to Customers on a non-exclusive basis.

NOW THEREFORE, in consideration of the mutual promises and other consideration, the sufficiency of which is acknowledged, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS

1.1. “Act” means the Insurance Act, 1938 (4 of 1938);
1.2. “IRDAI” means the Insurance Regulatory and Development Authority of India established under the provisions of Section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999);
1.3. “Insurer” – as defined under Section 2 (9) of Insurance Act, 1938;
1.4. “IRDAI” means the Insurance Regulatory and Development Authority of India;
1.5. “IRDAI Guidelines” means master circular on point of sales products and persons – life insurance, or any other class of insurance category or product as issued by IRDAI from time to time;
1.6. “IRDAI Regulations” means the Act, IRDAI Guidelines, and Insurance Regulatory and Development Authority (Insurance Company) Regulations, 2013 or such other rules, regulations, circular, master circular, or guidelines issued by the IRDAI from time to time and are applicable in relation to the nature of engagement set out in this Agreement;
1.7. “POSP” – means Point of Sale Person as defined in guidelines issued by IRDAI relating to the point-of-sale persons, in relation to the insurance products of life, non-life and health; All definitions mentioned in the IRDAI Guidelines, IRDAI Insurance (Broker) Regulations, 2018 and guidelines related to POSPs for Insurers (Life, Non-Life & Health) are updated from time to time and regulations for Insurance Brokers and POSP shall apply mutatis mutandis to the terms and conditions of this Agreement. All words and expressions used and not defined in this Agreement but defined in the Insurance Act 1938, the Insurance Regulatory and Development Authority Act, 1999 or any of the Regulations made thereunder shall have the meanings respectively assigned to them in those Acts or Regulations.

2. SCOPE

2.1. The Website is operated and managed by the Company inter alia as an internet and web-based insurance broker platform that can be utilized by various eligible insurers, guest users, registered users, POSP, etc. to exhibit, inform, offer for sale and make available the Products/services to customers on such terms and conditions as are determined inter se the end customers. ,
2.2. Each POSP shall perform the activities allowed under the terms and conditions of this Agreement alongwith the Terms of Use, Privacy Policy and other rules, regulations and policies available on the website/mobile application and as prescribed under the IRDAI regulations and other relevant laws from time to time. 2.3. The POSP acknowledges and agrees that at no point in time does the Company take the responsibility for any advice given, any sale conducted, any information transmitted or any other services (hereinafter referred to as “services”) by the POSP to his/her customers personally and/or through the website and it shall be the sole responsibility of the POSP for any services given thereto and the Company accepts no liability for the same. It is clarified that any order placed by customer for the Products/ services exhibited and offered for sale by the POSP shall be accessed by the Company only in the capacity of an online marketplace and in order to facilitate the aim of this Agreement and shall not in any manner be construed or interpreted as the Company acting as an agent of the POSP or as a seller of the Product/ services.
2.4. The Company being a facilitator only and an intermediary in terms of Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 does not (i) initiate the transmission, (ii) select the receiver of the transmission, and (iii) select or modify the information contained in the transmission. The Company is only providing access to a communication system over which information made available by third parties is transmitted or temporarily stored for the purpose of achieving the purpose of this Agreement wherein Company is merely a facilitator.
2.5. The POSP agrees to hold all information provided by the Company or by a User/Customer to them in strict confidence, under all circumstances. POSP agrees that they shall not disclose any information or documentation provided, unless mutually agreed with the provider of such information, to any other person, nor shall they allow, by act or omission, such information or documentation to be acquired by any other person.
2.6. The POSP shall not specify, indicate or refer to the Company as the Service Provider and shall not use the name, logo, trade name or trademark of the Company during the fulfillment of its obligations under this Agreement without the prior written approval of the Company.
2.7. The POSP acknowledges that the Website is provided by the Company to the POSP on a non-exclusive basis and the Company is free to enter into an arrangement, such as the one envisaged under this Agreement, with any other POSP, insurer, vendor, distributor or retailer, without any prior consent, notice or intimation to the POSP.
2.8. Company terms of market place agreed between the Parties are displayed on https://bimaguide.com/terms

3. CONSIDERATION

3.1. In consideration of the services and discharge of the functions and obligations by the POSP as specified in this Agreement, the Company shall make a payment to the POSP as agreed between the Company and the POSP in writing from time to time and as per the discretion of the management of the Company not exceeding the limits as specified/notified by the Authority in its regulations/ circulars/guidelines by any other means and as amended from time to time. The payment shall be subject to deduction of all applicable taxes, penalties and/or other deductions.
3.2. The accounts in respect of remuneration of POSP shall be settled on a monthly basis and there shall not be any cross settlement of outstanding balances.
3.3. The POSP shall work as an independent contractor and thereby constitutes no legal relationship of employee and employer between the POSP and the Company and therefore, he/she shall not be entitled to claim any dues as is claimed by an employee of the Company including but not limited to PF, ESIC, leave encashment, ESOPs and/or any dues/payments under the provisions of labour laws and other related laws.

4. QUALIFICATION

The POSP shall possess following qualifications and/or any other qualification as prescribed by the IRDAI from time to time-
4.1. Must be a competent person as per the Indian Contract Act, 1872;
4.2. Completion of Secondary Examination (10th standard) through any recognized board of India;
4.3. Completion of fifteen (15) hours of in-house training as provided or recommended on the website of the Company and shall pass the examination conducted in this regard after completion of training and certify himself/herself as to Point of Sales Persons as prescribed under clause 5 of this Agreement;

5. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION

5.1. Term This Agreement shall come into force on the Effective Date of valid registration of the POSP on the site/mobile application or written approval of the POSP and shall remain in force till the expiry or cancellation of the POSP certification for any reason whatsoever or terminated by either party as per the terms of this Agreement, whichever is earlier.
5.2. Termination This Agreement may be terminated by the Company, with immediate effect:
a. if the POSP is in breach of any of the terms, obligations and/or code of conduct as contained in this Agreement, any terms as listed in the Terms of Use, Privacy Policy and/or other rules and regulations available on the Site/Mobile Application or in the provisions of Act, regulations, circulars and/or guidelines from IRDAI or any other applicable laws, as directed from time to time;
b. if the Company is unable to verify or authenticate any information provided to it by the POSP;
c. if the POSP fails to clear the exam conducted by the Company;
d. if the POSP fails to attend the in-house training conducted by the Company;
e. if the POSP fails to pay any penalty imposed on him and/or on his account by the Company, its affiliates, associated insurers or any other related persons;
f. if the POSP fails to resolve complaints and/or circumstances arising from the business procured by him/her, unless such circumstances are beyond his/her control;
g. if the POSP furnishes incorrect, inaccurate or concealed information or fails to disclose the material facts in the proposal form, irrespective of an adverse effect in any form by providing such information/facts;
h. if the POSP furnishes incorrect, inaccurate or concealed information or fails to disclose the material facts of the policy to the policyholder;
i. if the POSP acts in any manner prejudicial to the interest of the Company, insurance company or customer, commit fraud or misconduct and/or found guilty for any criminal act by any competent courts of the country;
j. if the POSP obtains, seeks, provide and/or give undue favours from and/or to any employees, directors, officers, etc. of the Company, its associated Insurers, other POSPs, users, customers and/or policyholders;
k. if the Company, in its sole and absolute discretion, believes that actions of POSP may cause legal liability for the Company and/or other Users, and/or may adversely affect the services rendered by the Company.
5.3. This Agreement shall automatically stands terminated if the POSP acquires a license or holds a relation with an employee or director of the Company, insurer, insurance agent, corporate agent, TPA, surveyor, referral partner or loss assessor. On contravention of this, the POSP shall be held liable to indemnify the Company to the extent of losses incurred by the Company arising out of such relation and/or termination.
5.4. Notwithstanding anything contained under this Agreement or any communication in writing via email or through registered post, either Party may terminate this Agreement for convenience in writing upon advance notice of 30 (thirty) days to the other Party during the validity of the Agreement.
5.5. Consequences of Termination
a. Both Parties shall be relieved of their respective rights and obligations under the Agreement, save such rights, obligations and liabilities which accrued prior to such termination and survive termination of this Agreement;
b. POSP shall forthwith return, at POSP’s own cost, to the Company the properties of the Company which are in possession of the POSP, including, but not limited to, all documentation and Confidential Information including but not limited to details of future sale plans or models together with any copies thereof or any other documents entrusted to the POSP during the Term and hardware and software relating to this Agreement;
c. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.

6. REPRESENTATIONS AND WARRANTIES

6.1. The POSP represents, undertakes and warrants to the Company that:
6.1.1. The POSP holds necessary qualification, power or authority to get himself/herself register as POSP with the Company and holds the legal right to provide services to the Company and his/her customers and/or execute this Agreement. The POSP shall be responsible for and at all times exercise management, direction, control, supervision of its Personnel, if any.
6.1.2. The POSP shall render the services with due care, diligence and efficiency, in accordance with highest standards of professional competence and quality. The Company shall provide such access to its information, property and personnel as may be reasonably required in order to permit the POSP to perform the services.
6.1.3. The POSP has never been convicted of any crime involving moral turpitude and is not disqualified as per Section 42D(5) of the Insurance Act and is fit and proper as per the Annexure II attached hereinbelow.
6.1.4. The POSP shall ensure that no part of the Work is plagiarized or infringes any copyright, patent, trademark, service mark or other intellectual property right anywhere in the world. The POSP also voluntarily releases, forever discharges, and agrees to hold harmless and indemnify Company from any and all liabilities, claims, demands, actions or rights of action, which are related to, arise out of, or are in any way connected with the services.
6.1.5. The POSP shall not indulge in any activity which may directly or indirectly go against the interests of the Company.
6.1.6. The POSP is not associated and/or shall not associate himself/herself with any other insurance intermediary or insurer for providing similar services and/or obligations as agreed herein under this Agreement.
6.1.7. The POSP shall render the Services in strict compliance with the Confidentiality obligations as stated under clause 9 of this Agreement.
6.2. The Company represents, undertakes and warrants to the POSP that:
6.2.1. The Company has obtained necessary approvals, permissions and authorizations as and when required to engage in this business and/or scope of work as described under this Agreement.
6.2.2. The Company has fulfilled the proper criteria as provided under the applicable regulations including but not limited to IRDAI guidelines on Point of Sales Persons- Life Insurers, IRDAI guidelines on Point of Sales Persons- Non-Life & Health Insurers, IRDA (Insurance Broker) Regulations, 2013 and notifications and amendments thereof as specified from time to time and/or all applicable regulatory and other legal requirements under this Agreement.

7. OBLIGATIONS

7.1. The POSP hereby agrees, acknowledges and undertakes that:
7.1.1. He/she shall comply with the code of conduct prescribed, all rules and regulations, provisions under this Agreement, Terms of Use, Privacy policy and other related policies and rules as mentioned on the site/mobile application and shall indemnify and hold the Company harmless at all times if he/she fails to do so. He/she shall also comply with IRDAI code of conduct, cooperate with the Company at all times in matters relating to the services regarding issuance of policies, cancellations, claims, etc. and shall make all the efforts to act in the best interests of the company.
7.1.2. He/she shall do his business at his own cost with his/her own supplies and at no time shall hold the Company responsible to reimburse the cost or expenses incurred by him/her.
7.1.3. He/she shall maintain all the documentation and/or licenses required by all applicable laws, rules, regulations and guidelines as and when amended.
7.1.4. He/she shall not solicit any business other than the business as detailed under this Agreement.
7.1.5. He/she shall not conduct anything which adversely affects the Company’s business, good standing, goodwill and reputation.
7.1.6. He/she shall not employ or make use of any advertisement in which the Company's (or its affiliate's) name or its registered trademarks are employed without the prior written approval and consent of the Company or as provided by the Company from time to time. Upon request of POSP during the term of this Agreement, the Company may make available for POSP's use, standard visiting cards, and other material. POSP may at his/her own cost add only its business name, business address, POSP number and telephone number to the standard advertising. No deletions or changes in the advertising copy are permissible.
7.1.7. He/she shall notify the Company in writing of any change of address and/or communication at least thirty (30) days prior to the effective date of such change.
7.1.8. He/she shall be duty bound to cooperate with the officers of IRDAI for the purpose of inspection as may be required by IRDAI inspectors or investigating authority from time to time.
7.1.9. He/she shall allow the Company at all times to inspect including but not limited to his/her books and records as may be required by the Company for any purpose.
7.2. The Company hereby agrees, acknowledges and undertakes that:
7.2.1. The Company shall be maintaining proper accounting, administrative and statistical records in accordance with the insurance industry standards, and any other records as necessary to verify coverage, claims or to underwrite insurance products of insurer partner under the policies.
7.2.2. The Company shall timely deliver all insurance policies and related documents to its customers as per the Company policies.
7.2.3. The Company shall conduct in-house training of minimum fifteen (15) hours (as per the model specified and as and when amended by IRDAI guidelines on Point of Sales Persons- Life, Non-Life & Health) of the interested/prospective POSPs and shall issue certificates to the persons who successfully completes this training in the format as specified under IRDAI Guidelines subject to successfully clearing the exam the Company conducts and on fulfilling any other conditions that the Company may imply under the applicable laws.
7.2.4. The Company shall maintain records of all the information provided by POSPs, details of policies sold and/or functions/activities performed by them under this Agreement.
7.2.5. The Company shall upload the details of the POSP with the Insurance Information Bureau (IIB), Hyderabad and thereafter shall maintain proper record of training and examination for a minimum of 5 (five) years from the end of financial year in which these examinations are conducted and shall make available such records for the purpose of inspection by the government authority.
7.2.6. The Company shall respond to any inquiry raised by POSP in a reasonable and timely manner about the Company’s products on the email id submitted by POSP for this purpose.

8. INDEMNIFICATION

8.1. Notwithstanding anything contained in this Agreement or anywhere else, the POSP shall indemnify, defend, keep indemnified and hold harmless at all times the Company, its directors, members, employees, affiliates, etc. from and against any and all losses, damages, actions, proceedings, claims (including but not limited to third party claims), demands, suits, judgments, settlement, liabilities (including but not limited to statutory liabilities), penalties, payments, losses, and other liabilities whatsoever brought against, suffered or incurred by the Company, its directors, members, employees, affiliates, etc. including but not limited to, on account of any third party claim, and costs (including but not limited to without limitation reasonable attorney fee), awards, losses and/or expenses whatsoever incurred however arising as a direct or indirect result of any breach, misrepresentation, act or omission, negligence, misconduct, violation whatsoever of the POSP or his/her related persons. The indemnity shall work in a manner that if any claim is raised upon Company, its directors, members, employees, affiliates, etc. or if any expense, cost etc. needs to be incurred then Company may, if possible, under the circumstances, raise a demand in writing to the POSP, and the POSP shall immediately cover the said expenses, costs etc. thus ensuring that the Company, its directors, members, employees, affiliates, etc. need not have to spend out of its pocket. In cases where raising the demand prior to incurring the expense/ cost did not take place from the Company’s end, then the POSP, shall upon the Company raising a demand in writing later, reimburse the amounts to the Company, its directors, members, employees, affiliates, etc. as the case maybe.

9. CONFIDENTIALITY

9.1. The POSP hereby acknowledge and agree that all or any information whether written, visual or oral or in any other medium, including but not limited to strategic documents, process documents, employee information and database, products, pre-existing work and created work, financial information, documentation and information, business information, procedures, processes, trade secrets, design, know-how and/or any such information in connection with the Company, any information which based upon the nature of the information shall be considered as confidential, whether the same is marked as confidential or not, which comes under the possession of the POSP or its Personnel under this Agreement, be considered as confidential and proprietary information of the Company (hereinafter referred to as the “Confidential Information”).
9.2. The POSP hereby agree, undertake and covenant to treat the Confidential Information entrusted to it with absolute and utmost caution and to use all due care as would normally be exercised with its own material and ensure that the said Confidential Information shall not be shared, leaked, disclosed or disseminated in any other manner to any third party including but not limited to the Company’s competitors, without prior written consent of the Company. Further, the Confidential Information shall not be used by the POSP for any purpose other than pursuant to or for the purpose of this Agreement.
9.3. The POSP hereby agree not to make or retain or permit the making or retention of any copy or record howsoever created (i.e. duplicate, photocopy, facsimile, magnetic copy etc.) of the Confidential Information other than as may be required and authorized for provision of Service.
9.4. The POSP acknowledges that the Confidential Information disclosed by the Company in terms of this Agreement is valuable and unique and that any unauthorized disclosure by the POSP will result in irreparable injury to the Company. The POSP also agree that, in the event of a breach or threatened breach of the terms of this section, the Company shall be entitled to an injunction in addition to and not in lieu of any other legal or equitable relief including monetary damages.
9.5. Obligations under this clause shall continue to apply even after the termination or expiry of this Agreement. In case of breach of this provision, POSP undertakes to indemnify for losses caused due to such breach.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Notwithstanding anything contained herein, all intellectual property rights in the brand name, product name, logos, designs, colour, names, marks, drawings, artistic or created work including but not limited to trademark, copyright or any other right pursuant to and under this Agreement and any modifications associated therewith associated therewith (including and without limitation any inventions, creations and improvements whether or not patentable or copyrightable, conceived or made in connection with the performance of obligations hereunder), shall vest exclusively and at all times with the Company.
10.2. The POSP agrees and acknowledges such right as detailed in clause 10.1 with the Company and undertakes not to set up an adverse claim at any time during the term of this Agreement and/or at any time thereafter and shall not allow any third party to use such property at any time.
10.3. Notwithstanding anything contained in this Agreement, the provisions of this Clause shall remain effective even after expiry/Termination of this Agreement.

11. ARBITRATION, DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

11.1. In the event any dispute, controversy or claim arises out of or in connection with the terms herein, including the breach, termination or invalidity, the Parties hereto shall endeavor to settle such dispute amicably in the first instance. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the Parties hereto, after reasonable attempts, which shall continue for not less than 15 (Fifteen) calendar days, gives a notice to this effect, to the other Party in writing. In case of such failure, the dispute, controversy or claim arising out of or in relation to this Agreement shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 by appointing a sole arbitrator mutually agreed by the parties. In the event of no such agreement, each party individually shall appoint an arbitrator and their appointed arbitrators shall jointly appoint a third arbitrator to conduct arbitration proceedings. The place of arbitration shall be Delhi and any award shall be made therein. The language of arbitration and award to be made shall be English and the procedural law of the arbitration shall be Indian law.
11.2. In case of such failure, the dispute relating to the Agreement and all questions arising in connection with it shall be governed by and will be construed according to the laws in force in India and the Courts in Delhi shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.

12. MISCELLANEOUS PROVISIONS

12.1. Entire Agreement: This Agreement hereto constitute the entire agreement between the Parties, and no inducements, representations, considerations, understandings, promises or other references shall be implied in this Agreement that are not expressly addressed herein.
12.2. No Waiver: The failure or delay by either Party to enforce at any time any of the provision of this Agreement shall not be considered to be a waiver of the right of such Party thereafter to enforce each and every such other provision subsisting under this Agreement. No provision of this Agreement shall be deemed to have been waived or modified unless such waiver or modification shall be evidenced by a written instrument which is signed by both Parties hereto and any such waiver or modification shall apply only to such terms or conditions expressly noted in said written instrument. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
12.3. Severability: If any provision of this agreement shall be determined to be null and void or otherwise legally invalid or unenforceable, the remaining provisions of this agreement shall remain in full force and effect. 12.4. Additional Actions: The POSP, in connection with this Agreement, hereby agrees and acknowledges to execute and deliver additional documents and perform additional actions as may be necessary, appropriate or reasonable to carry out the transactions or discharge of services hereby under this Agreement.
12.5. Counterparts: This Agreement may be executed simultaneously in copies, each of which will deemed to be an original, but all of which will constitute one and the same instrument.
12.6. Notices: Any notice or other communication pursuant to this Agreement must be in writing and delivered either (i) personally, (ii) through facsimile, (iii) through email, or (iv) registered post to the address as in records with the Company.
12.7. POSP shall not engage in any activity which is directly or indirectly competing with the business of the Company in any manner including but not limited to its competitors, without the knowledge and prior written consent of the Company anytime during the term of this MOU.

13. DECLARATION

13.1. I/We, hereby affirm, confirm and undertake to have read and understood the terms of the marketplace which are displayed onhttps://www.bimaguide.com/terms-of-use Further, I/We, hereby accept and agree with the Terms of the Marketplace, set out therein read along with this Agreement and hereby agrees to be subject to and comply with all the provisions of the terms which are incorporated by reference herein and deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein. Hard copy of the Terms of Marketplace is also available upon request. This Agreement and the Terms of Marketplace constitute a legally binding contract between the Parties and shall be read along with this Agreement.

Last updated on 09/04/2024