Terms & Conditions

Definitions

In these Terms, the following words have the meanings set out below:

• "Cardifye" means Cardifye Financial Technologies Pvt. Ltd., a company incorporated under the Companies Act, 2013 (CIN: U65999DL2023PTC000000).
• "Partner" / "DSA" means any individual or entity registered on the Cardifye platform to distribute financial products as a Direct Sales Agent or sub-agent.
• "Platform" means Cardifye's website (cardifye.com), mobile application, partner portal, APIs, and all related digital tools.
• "Financial Products" means credit cards, personal loans, business loans, home loans, insurance products, banking accounts, and any other products distributed through the Platform.
• "Lead" means a prospective customer whose details are submitted through the Platform for evaluation of a Financial Product.
• "Commission" means the fee payable to a Partner upon successful completion of a qualifying event (card activation, loan disbursal, etc.) as specified in the Commission Schedule.
• "Lending Partner" means a bank, NBFC, or insurance company whose products are made available through the Platform.
• "KYC" means Know Your Customer verification as required under RBI Master Directions on KYC, 2016.
• "DPDP Act" means the Digital Personal Data Protection Act, 2023.

Eligibility to Register

To register as a Partner on the Cardifye platform, you must satisfy all of the following conditions:

• Be a citizen or legal resident of India, or a company/LLP/firm legally incorporated/registered in India
• Be at least 18 years of age (individuals) or have an authorised signatory of requisite age (entities)
• Hold a valid PAN card and be compliant with applicable tax obligations
• Not be subject to any RBI debarment, SEBI action, court order, or regulatory prohibition that would restrict you from engaging in financial services distribution
• Not have been convicted of any fraud, financial crime, or offence of moral turpitude
• Successfully complete Cardifye's KYC and onboarding process, including submission of all required documents

Cardifye reserves the right to reject any registration application at its sole discretion, without being required to provide reasons.

Partner Program — Rights & Obligations

Rights granted to Partners

• Non-exclusive, non-transferable licence to access and use the Cardifye Platform for the purpose of distributing Financial Products to eligible customers
• Access to Cardifye's marketing materials, product training content, and digital tools for the duration of the partnership
• Eligibility to earn Commissions in accordance with the applicable Commission Schedule
• Right to onboard sub-DSAs (where expressly permitted) and earn override commissions on their business

Partner obligations

• Represent Financial Products accurately and only as authorised; not make misleading or unsubstantiated claims
• Comply with all applicable laws including the RBI's Fair Practices Code, Prevention of Money Laundering Act (PMLA), and IRDAI guidelines
• Conduct customer KYC diligently and submit only genuine, valid applications
• Maintain confidentiality of customer personal and financial data in compliance with the DPDP Act, 2023
• Promptly report any actual or suspected fraud, data breach, or regulatory concern to Cardifye
• Complete mandatory product training and certifications as required by Cardifye or applicable law
• Not engage in multi-level marketing or pyramid scheme structures using the Cardifye brand or platform
• Maintain professional conduct and adhere to the Code of Ethics published on the Cardifye Partner Portal

Commissions & Payouts

Commission Structure

Commissions are payable as per the Commission Schedule published on the Partner Portal, which may be updated from time to time. Indicative rates:

Payout Process

• Commissions are credited to your registered bank account via NEFT/IMPS/RTGS after deduction of applicable TDS under Section 194H of the Income Tax Act, 1961
• A Tax Deducted at Source (TDS) certificate (Form 16A) will be issued quarterly
• Minimum payout threshold is ₹500; amounts below this threshold are carried forward to the next payout cycle
• Partners are responsible for all applicable GST on commission income (GST registration mandatory for annual commissions exceeding ₹20 lakhs)
• Any payout disputes must be raised within 60 days of the credit date via the Partner Portal grievance module

Clawback Policy

Cardifye reserves the right to recover commissions paid in the following circumstances:

• A credit card application is cancelled within 90 days of activation (clawback of 100%)
• A loan is prepaid within 6 months of disbursal (clawback as per Lending Partner's policy)
• An application is found to have involved misrepresentation, fraud, or KYC violations by the Partner
• An insurance policy lapses within the free-look period or within 3 months of issuance

Platform Use & Acceptable Use

Access to the Platform is granted on a personal, non-exclusive, revocable basis. You agree to:

• Keep your login credentials confidential and not share them with any third party
• Use the Platform solely for the purpose of distributing Financial Products to genuine customers
• Ensure that any device used to access the Platform is secure and protected from unauthorised access
• Notify Cardifye immediately upon discovery of any unauthorised use of your account
• Accept updates to the Platform as Cardifye may release from time to time; certain updates may be mandatory for continued access

Cardifye's Platform may experience downtime for maintenance. Cardifye will endeavour to provide advance notice of scheduled maintenance but does not guarantee uninterrupted availability.

Prohibited Activities

The following activities are strictly prohibited and will result in immediate termination of your partnership and may result in legal proceedings:

• Submitting fraudulent, fabricated, or tampered customer applications or KYC documents
• Impersonating Cardifye, any Lending Partner, or a regulatory authority
• Collecting customer data outside the Platform and submitting it without informed customer consent
• Charging customers any fee, deposit, or commission not authorised by Cardifye or applicable law
• Using the Cardifye brand, logo, or trademarks without prior written authorisation
• Reverse engineering, decompiling, or attempting to access the Platform's source code
• Circumventing or attempting to bypass the Platform's security features
• Engaging in activities that violate PMLA, FEMA, or any anti-money laundering regulations
• Soliciting customers on behalf of competitors of Cardifye or any Lending Partner while registered on the Platform
• Sharing confidential commission rates, internal data, or business information with any third party

Intellectual Property

All content on the Platform — including software, design, trademarks, logos, training materials, marketing creatives, and data — is the exclusive property of Cardifye Financial Technologies Pvt. Ltd. and is protected by copyright, trademark, and other intellectual property laws of India.

Partners are granted a limited, revocable, non-exclusive licence to use Cardifye's approved marketing materials solely for the purpose of promoting Financial Products to potential customers. This licence:

• Does not permit modification, sub-licensing, or commercial exploitation of Cardifye's intellectual property
• Terminates automatically upon termination of the partner relationship
• Does not grant any ownership rights or residual rights in the materials

Any unauthorised use of Cardifye's intellectual property may result in civil and criminal liability under the Trade Marks Act, 1999 and the Copyright Act, 1957.

Confidentiality

As a Partner, you will have access to confidential information including commission structures, customer data, Lending Partner details, platform roadmaps, and business information. You agree to:

• Keep all confidential information strictly confidential and not disclose it to any third party
• Use confidential information only for the purpose of performing your duties as a Partner
• Implement reasonable security measures to protect confidential information from unauthorised access
• Promptly notify Cardifye of any actual or suspected breach of confidentiality

Confidentiality obligations survive termination of the partner relationship for a period of 3 years. Breach of confidentiality may result in injunctive relief and damages.

Customer personal data is subject to the DPDP Act, 2023 and must be handled in accordance with Cardifye's Data Processing Guidelines available on the Partner Portal.

Disclaimer & Limitation of Liability

Cardifye's liability to a Partner for any claim arising out of or related to these Terms shall not exceed the total commissions paid to that Partner in the 3 months immediately preceding the event giving rise to the claim.

Cardifye shall not be liable for:

• Loss of profits, business, revenue, or goodwill (whether direct or indirect)
• Decisions made by Lending Partners regarding credit approval or rejection
• Changes in commission rates or product availability by Lending Partners
• Force majeure events including pandemic, natural disaster, internet disruption, or regulatory change
• Losses arising from a Partner's breach of these Terms, applicable law, or a Lending Partner's guidelines
• Data breaches caused by a Partner's failure to maintain account security

Indemnification

You agree to indemnify, defend, and hold harmless Cardifye, its directors, officers, employees, agents, and Lending Partners from and against any and all claims, damages, penalties, fines, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Your breach of these Terms or any representation made herein
• Your violation of any applicable law, regulation, or third-party right
• Any fraud, misrepresentation, or negligence in your activities as a Partner
• Any claim by a customer arising from your conduct or representations
• Unauthorised use of your Platform account
• Infringement of any intellectual property right by you

Termination

By Partner

You may terminate your partner account by providing 30 days' written notice to Cardifye at partners@cardifye.com. All pending commissions for qualifying events before the termination date will be processed in the normal cycle, subject to applicable clawback provisions.

By Cardifye

Cardifye may suspend or terminate your account:

• With 30 days' notice: For convenience, restructuring of the Partner Program, or wind-down of a product line
• With 7 days' notice: For material breach of these Terms (other than fraud) that is not remedied within the notice period
• Immediately and without notice: For fraud, misrepresentation, regulatory action, criminal conduct, or activities that pose risk of harm to customers or Cardifye

Consequences of termination

• Your licence to access the Platform ceases immediately upon termination
• All confidentiality and non-disclosure obligations continue for 3 years post-termination
• Cardifye may retain your data for the periods prescribed under law
• Commissions for qualifying events before termination date will be paid (subject to clawbacks), but no commissions accrue post-termination

Dispute Resolution

Step 1 — Internal Resolution

In the event of any dispute, both parties shall first attempt to resolve the matter amicably through direct negotiation within 30 days of the dispute being notified in writing.

Step 2 — Mediation

If the dispute is not resolved through negotiation, the parties shall refer the matter to mediation under the Mediation Act, 2023. The mediator shall be mutually agreed upon or appointed by the Delhi International Arbitration Centre (DIAC) in the absence of agreement.

Step 3 — Arbitration

If mediation fails, the dispute shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement, with the seat and venue at New Delhi. The language of proceedings shall be English.

General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Commission Schedule, and any Partner Agreement signed, constitute the entire agreement between you and Cardifye and supersede all prior understandings.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Cardifye's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign or transfer any rights or obligations under these Terms without Cardifye's prior written consent. Cardifye may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: All formal notices shall be in writing, sent to legal@cardifye.com for Cardifye and to your registered email address for Partners.
• Language: These Terms are drafted in English. Any translation is for convenience only; the English version shall prevail in the event of conflict.
• Amendments: Cardifye may amend these Terms at any time. Material changes will be notified 30 days in advance. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

For questions about these Terms, contact:
legal@cardifye.com | +91 11 4567 8900