Client Agreement

1. Parties

This Agreement is entered into between:

• Service Provider: Rcc India ("Rcc India"), a Limited Liability Partnership registered under the laws of India, having its registered office at Unit No 509, Ocus Quantum, Sector 51, Gurgaon, Haryana 122101, India ("Rcc India", "we", "us", "our"); and
• Client: The business entity or individual ("Client", "you", "your") that has engaged Rcc India's services by submission of a case, signing of a mandate form, or written or electronic instruction.

Rcc India and the Client are referred to individually as a "Party" and collectively as the "Parties".

2. Recitals

WHEREAS, Rcc India is engaged in the business of providing professional B2B debt collection, accounts receivable management, credit insurance facilitation, invoice verification, legal recovery, and credit policy advisory services, operating in 197+ countries worldwide;

WHEREAS, the Client wishes to engage Rcc India to act on its behalf in relation to the recovery of one or more commercial debts or the provision of related risk management services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the Parties agree as follows.

3. Appointment

3.1 Exclusive Appointment

The Client hereby appoints Rcc India as its exclusive agent for the collection of each debt referred under this Agreement. During the term of the mandate for any specific claim, the Client shall not appoint any other collection agency, law firm, or third party to pursue the same claim without Rcc India's prior written consent.

3.2 Acceptance

Rcc India's acceptance of a referral or case submission constitutes its agreement to act under the terms of this Agreement in respect of that case. Rcc India reserves the right to decline any referral at its sole discretion.

3.3 Sub-contracting

Rcc India may engage sub-agents, correspondents, translators, and local legal partners as necessary to pursue collection across different jurisdictions. Such appointments do not affect Rcc India's obligations to the Client under this Agreement.

4. Services

4.1 Amicable B2B Debt Collection

Rcc India will pursue recovery through professional, amicable means, including written demands, telephone contact, email communication, and structured repayment negotiations. The objective is to recover outstanding amounts while preserving, wherever reasonably possible, the commercial relationship between the Client and the Debtor.

4.2 Legal Recovery

Where amicable recovery is unsuccessful or where the Client specifically instructs legal action, Rcc India will refer the matter to its network of legal partners. Proceedings may include action under Section 138 of the Negotiable Instruments Act, Civil Recovery Suits, NCLT proceedings, or other applicable remedies. All legal costs and disbursements will be subject to a separate written agreement.

4.3 AR Management

Where engaged for accounts receivable management, Rcc India will follow the scope of services defined in the applicable Service Order, which may include invoice tracking, debtor communication, reconciliation support, and escalation management.

4.4 Advisory Services

Credit insurance facilitation, invoice verification, and credit policy design are provided as advisory services under separate Service Orders. These services are not contingency-based and are subject to agreed fixed or retainer fees.

4.5 Best Efforts

Rcc India will apply commercially reasonable skill and diligence to all services. Recovery of any specific debt is not guaranteed, as outcomes depend on factors including the Debtor's financial position, jurisdiction, and applicable law.

5. Authority & Mandate

5.1 Grant of Authority

By submitting a case, the Client grants Rcc India authority to:

• contact the Debtor directly by any lawful means;
• negotiate repayment terms on the Client's behalf;
• receive payments from the Debtor on behalf of the Client;
• engage local correspondents, agents, and legal partners as necessary;
• obtain information from third parties as reasonably required to pursue the claim.

5.2 Limitations

Rcc India is not authorised to settle, waive, or write off a debt below the referred amount without the Client's prior written approval. Any proposed settlement outside the original claim amount will be communicated to the Client for approval before agreement with the Debtor.

6. Client Duties

The Client agrees to:

1. Provide complete, accurate, and current documentation for each referred claim, including invoices, purchase orders, contracts, delivery receipts, and all prior correspondence with the Debtor.
2. Warrant that each referred debt is genuine, legally valid, undisputed (or with any dispute clearly disclosed), and enforceable under applicable law.
3. Notify Rcc India immediately if any payment is received directly from a Debtor, if the Debtor initiates direct contact, or if the Client wishes to withdraw a claim.
4. Not directly pursue, settle, or communicate with a Debtor in relation to an actively mandated claim without Rcc India's prior written consent.
5. Comply with all applicable laws, including data protection legislation, when sharing debtor information with Rcc India.
6. Provide a signed mandate or letter of authority in the form required by Rcc India or its legal partners when requested.
7. Indemnify Rcc India against any claim, loss, or liability arising from inaccurate, incomplete, or misleading information provided by the Client.

7. Remuneration

7.1 Collection Commission

For amicable B2B debt collection, Rcc India operates on a No Recovery — No Fee basis. The commission rate, expressed as a percentage of the Recovered Amount, will be specified in the mandate or Service Order. Commission is earned and payable upon receipt of funds, whether received by Rcc India or directly by the Client following Rcc India's intervention.

7.2 Partial Recovery

Where only part of a debt is recovered, commission is payable on the amount actually recovered at the agreed rate.

7.3 Advisory & Management Fees

Fixed fees or retainers for AR management, credit policy design, invoice verification, and similar services will be specified in the applicable Service Order and are due as stated therein, independent of recovery outcomes.

7.4 Legal Costs

Court fees, advocate fees, process serving charges, translation costs, notarisation fees, and other disbursements incurred in legal recovery proceedings are payable by the Client in addition to Rcc India's commission. These will be itemised and invoiced separately.

7.5 Late Payment Interest

Unpaid invoices accrue simple interest at 18% per annum (1.5% per month) from the due date until payment in full.

7.6 Currency

All invoices are denominated in Indian Rupees (INR) unless otherwise specified in the Service Order. For international mandates, the agreed billing currency will be stated in writing.

8. Receipt of Funds

8.1 Payments via Rcc India

Where a Debtor remits payment to Rcc India, Rcc India will remit the net amount (gross recovery less agreed commission and any authorised disbursements) to the Client within seven (7) business days of cleared receipt.

8.2 Direct Payments

If a Debtor pays the Client directly following Rcc India's intervention, the Client shall notify Rcc India within two (2) business days and shall pay the agreed commission on that amount within fourteen (14) days of receipt.

8.3 Disputed Receipts

Any discrepancy in amounts remitted must be raised in writing within fourteen (14) days of receipt of Rcc India's remittance statement, failing which the statement shall be deemed accepted.

9. Reporting

Rcc India will provide the Client with regular status updates on active cases. The frequency and format of reporting will be agreed at the time of engagement. As a minimum, Rcc India will notify the Client of:

• any payment received from a Debtor;
• any proposed settlement terms requiring Client approval;
• any recommendation to escalate to legal recovery;
• any circumstances that materially affect the prospects of recovery; and
• closure of a case, including the reason for closure.

10. Confidentiality

Each Party agrees to keep the other Party's Confidential Information strictly confidential and to use it solely for the purposes of this Agreement. Neither Party will disclose the other's Confidential Information to any third party without prior written consent, except:

• to its own employees, agents, or advisors who need the information to perform their obligations and are bound by equivalent confidentiality obligations;
• as required by applicable law, court order, or regulatory authority; or
• to the extent the information is already publicly available through no fault of the receiving Party.

This confidentiality obligation survives termination of the Agreement for a period of three (3) years.

11. Data Protection

11.1 Applicable Law

Both Parties will comply with the Digital Personal Data Protection Act, 2023 (DPDPA), the Information Technology Act, 2000, and all other applicable data protection and privacy laws in the jurisdictions relevant to their operations.

11.2 Role of Parties

The Client acts as the Data Principal/Controller in respect of Debtor personal data. Rcc India acts as a Data Fiduciary/Processor, processing personal data solely on the Client's instructions and for the purpose of providing the agreed Services.

11.3 Permitted Use

Rcc India will use Debtor personal data only to the extent necessary to perform debt collection activities and will not sell, share, or otherwise disclose such data except to sub-agents and legal partners engaged for the same purpose, or as required by law.

11.4 Security & Breach Notification

Rcc India maintains appropriate technical and organisational security measures. In the event of a personal data breach that is likely to affect the Client's data, Rcc India will notify the Client without undue delay and cooperate in any required regulatory notifications.

11.5 Retention & Deletion

Personal data will be retained for as long as necessary to fulfil this Agreement and comply with applicable legal obligations. Upon written request after termination, Rcc India will return or securely delete the Client's data within a reasonable period.

12. Liability

12.1 Mutual Exclusions

Neither Party will be liable to the other for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, revenue, business opportunity, goodwill, or anticipated savings, even if advised of the possibility of such loss.

12.2 Rcc India's Liability Cap

Rcc India's total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Rcc India in the twelve (12) calendar months immediately preceding the event giving rise to the claim.

12.3 Client Reliance on Information

Rcc India's ability to perform its obligations depends entirely on the accuracy and completeness of information provided by the Client. Rcc India accepts no liability for any failure or loss attributable to inaccurate, incomplete, or untimely information provided by the Client.

12.4 Third-Party Actions

Rcc India shall not be liable for the acts or omissions of Debtors, third-party correspondents, agents, legal partners, courts, or regulatory bodies.

13. Duration & Termination

13.1 Term

This Agreement commences on the date of the Client's first case submission or mandate to Rcc India and continues until terminated in accordance with this clause.

13.2 Termination for Convenience

Either Party may terminate this Agreement or any active mandate by giving thirty (30) days' written notice to the other. Rcc India retains the right to its commission on any recovery achieved during the notice period and on any recovery resulting from actions taken by Rcc India prior to termination.

13.3 Termination for Cause

Either Party may terminate immediately on written notice if the other Party:

• commits a material breach of this Agreement and fails to remedy it within fourteen (14) days of written notice;
• becomes insolvent, enters administration, receivership, or liquidation; or
• engages in fraudulent or unlawful conduct in connection with this Agreement.

13.4 Survival

Clauses 7 (Remuneration), 10 (Confidentiality), 11 (Data Protection), 12 (Liability), 14 (Dispute Resolution), and 15 (General Provisions) survive termination of this Agreement.

14. Dispute Resolution

14.1 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties will first attempt to resolve the matter through good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.

14.2 Mediation

If negotiation fails, either Party may refer the dispute to mediation in Gurugram, Haryana. The mediator shall be agreed by the Parties or, failing agreement, appointed by a recognised mediation institution.

14.3 Arbitration

If mediation does not resolve the dispute within sixty (60) days of commencement, either Party may refer the matter to binding arbitration under the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted in English in Gurugram, and the arbitral award shall be final and binding on both Parties.

14.4 Governing Law

This Agreement is governed by the laws of India. Subject to the arbitration clause above, the Parties submit to the exclusive jurisdiction of the courts at Gurugram, Haryana.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with any applicable Service Orders and mandate forms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations.

15.2 Amendments

No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both Parties. Rcc India may update its standard agreement terms on thirty (30) days' notice; continued engagement after such notice constitutes acceptance.

15.3 Waiver

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy.

15.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.

15.5 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without Rcc India's prior written consent. Rcc India may assign this Agreement to an affiliate or successor entity on written notice to the Client.

15.6 Force Majeure

Neither Party will be in breach of this Agreement for any failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government action, or communication infrastructure failure, provided it promptly notifies the other Party and takes reasonable steps to mitigate the impact.

15.7 Notices

All notices under this Agreement must be in writing and delivered by email (with read receipt requested) or by registered post to the addresses specified in the applicable Service Order or mandate form. Notices to Rcc India should be sent to info@rccindia.net.

16. Execution

By engaging Rcc India's services — whether through submission of a case via the website, email instruction, signed mandate form, or verbal or written authorisation — the Client confirms that:

1. They have read and understood this Agreement in its entirety;
2. They have the legal authority to bind the Client entity to this Agreement;
3. They agree to be bound by all terms and conditions set out herein; and
4. They consent to Rcc India processing personal data in accordance with Clause 11.