Terms and Conditions

1. Introduction

These Terms & Conditions ("Terms") govern access to and participation in programs, services, business opportunities, partnerships, and the Overseas Commercial Partner ("OCP") Program offered by DFL ("DFL," "Company," "we," "us," or "our").

By submitting an application, expressing interest in an OCP opportunity, entering into discussions with DFL, accessing DFL materials, or entering into any agreement with DFL, you ("Partner," "you," or "your") acknowledge that you have read, understood, and agreed to these Terms.

DFL reserves the right to modify these Terms at any time. Continued participation in any DFL program following an update constitutes acceptance of the revised Terms.

2. DFL's Role

DFL is an end-to-end Business Process Outsourcing company that develops, manages, and operates business processes across selected specialized verticals.

DFL may provide, depending on the applicable vertical and commercial arrangement:

  • Marketing and customer acquisition

  • Lead generation

  • Sales and conversion

  • Customer qualification

  • Operational support

  • Customer service

  • Follow-up and retention processes

  • Administrative support

  • Process management

  • Reporting and performance management

  • Other operational services agreed upon between DFL and the Partner

DFL does not represent itself as the owner, operator, seller, lender, financial institution, bank, payment processor, travel agency, freight carrier, automotive parts supplier, debt owner, rental-car company, or other underlying commercial entity merely because DFL provides operational services within a particular vertical.

The exact scope of services shall be determined by the applicable commercial arrangement between DFL and the Partner.

3. OCP Program

The OCP Program provides qualified partners with the opportunity to establish a commercial relationship with DFL and utilize DFL's operational infrastructure within approved business verticals.

Participation in the OCP Program is not automatic.

DFL maintains sole discretion to:

  • Approve or reject an applicant

  • Determine whether an applicant qualifies

  • Determine which vertical an applicant may participate in

  • Limit the number of OCPs within a vertical

  • Suspend or close applications for any vertical

  • Modify available verticals

  • Decline a proposed business opportunity

  • Require additional documentation or verification

  • Establish specific commercial requirements for a partnership

Submission of an application or completion of an initial discussion does not create an obligation for DFL to enter into a partnership.

4. Partner Requirements

Partners are responsible for maintaining the commercial and financial infrastructure necessary to support their business activities.

Depending on the applicable vertical, DFL may require a Partner to maintain:

4.1 Legal Business Entity

A valid LLC, corporation, or other legally recognized business entity appropriate for the applicable business activity.

4.2 Banking Infrastructure

Appropriate business banking relationships and accounts capable of supporting legitimate business transactions.

4.3 Payment Infrastructure

Appropriate payment processors, merchant accounts, payment channels, and other commercially necessary payment infrastructure.

4.4 Financial Operations

The ability to responsibly manage business financial activity, including legitimate wires, transfers, settlements, payment processing, reconciliations, and related financial administration.

4.5 Financial Communication

The ability to communicate professionally and responsibly with banks, payment processors, financial institutions, vendors, customers, and other relevant parties.

4.6 Operational Discipline

Partners are expected to be responsive, organized, financially responsible, professional, and capable of following DFL's operational requirements.

DFL may request reasonable documentation to verify a Partner's business, financial, legal, or operational readiness.

5. Partner Representations

By participating with DFL, the Partner represents and warrants that:

  1. The Partner has the legal authority to enter into the applicable arrangement.

  2. All information provided to DFL is accurate and complete.

  3. The Partner's business entity is valid and in good standing where applicable.

  4. Funds used in connection with the business are lawfully obtained.

  5. The Partner will comply with all applicable laws and regulations.

  6. The Partner will not knowingly engage in fraud, deception, money laundering, sanctions violations, payment manipulation, or other unlawful activity.

  7. The Partner will maintain appropriate banking and payment relationships.

  8. The Partner will promptly notify DFL of material changes affecting its ability to perform its obligations.

  9. The Partner will not represent itself as DFL or as an employee, officer, agent, or authorized representative of DFL unless expressly authorized in writing.

  10. The Partner will not make unauthorized representations concerning DFL, its services, its clients, its results, or its business relationships.

Any material misrepresentation may constitute grounds for immediate termination.

6. No Guarantee of Revenue or Results

DFL does not guarantee that participation in the OCP Program will generate a specific amount of revenue, profit, customer volume, sales, bookings, transactions, or return on investment.

Any historical results, examples, case studies, performance figures, customer volumes, revenue figures, or other business results presented by DFL are provided for informational purposes only and should not be interpreted as a guarantee of future performance.

Actual results may vary based on numerous factors, including market conditions, advertising performance, customer demand, pricing, competition, financial infrastructure, Partner performance, regulatory requirements, and other circumstances outside DFL's control.

7. Performance-Based Arrangements

Where a DFL partnership is structured on a performance-based basis, the applicable commercial agreement shall establish the relevant compensation, revenue-sharing, fee, commission, or other economic structure.

"Performance-based" does not mean that DFL assumes responsibility for every expense, loss, obligation, liability, tax, charge, banking fee, advertising cost, processor fee, or third-party expense incurred by the Partner.

Unless expressly agreed otherwise in writing, each party remains responsible for its own obligations and expenses.

8. Third-Party Providers

DFL and/or the Partner may rely upon third-party providers, including but not limited to:

  • Banks

  • Payment processors

  • Advertising platforms

  • Technology providers

  • Communication platforms

  • CRM providers

  • Transportation providers

  • Vendors

  • Financial institutions

  • Other third-party service providers

DFL does not control third-party decisions, including account approvals, payment holds, transaction reviews, account closures, advertising restrictions, processing limitations, or service interruptions.

DFL shall not be responsible for losses caused by a third party's independent actions unless otherwise required by applicable law.

9. Compliance

The Partner is solely responsible for ensuring that its business activities, corporate structure, financial activities, communications, transactions, advertising, and customer interactions comply with all applicable laws and regulations.

Nothing provided by DFL constitutes legal, tax, financial, banking, investment, or regulatory advice.

The Partner should obtain independent professional advice where appropriate.

DFL reserves the right to suspend or terminate activities that it reasonably believes may expose DFL to legal, regulatory, financial, reputational, or operational risk.

10. Confidentiality

All non-public information provided by DFL shall be treated as confidential.

Confidential information may include:

  • Business processes

  • Operating procedures

  • Training materials

  • Scripts

  • Marketing strategies

  • Sales processes

  • Pricing structures

  • Customer acquisition methods

  • Technology

  • Software configurations

  • Internal documentation

  • Vendor information

  • Client information

  • Financial information

  • Performance data

  • Business models

  • Vertical-specific information

  • OCP materials

  • Trade secrets

  • Other proprietary information

The Partner shall not disclose, reproduce, distribute, publish, sell, transfer, upload, or otherwise make confidential DFL information available to any unauthorized person or third party.

Confidential information must not be uploaded to public websites, forums, social media, unauthorized AI systems, or other third-party platforms without DFL's prior written authorization.

These confidentiality obligations survive termination of the relationship.

11. Intellectual Property

All DFL-owned materials, systems, processes, documentation, training materials, scripts, methodologies, branding, software configurations, operational frameworks, marketing assets, and other proprietary materials remain the exclusive property of DFL unless expressly agreed otherwise in writing.

Participation in the OCP Program does not transfer ownership of DFL's intellectual property to the Partner.

The Partner receives only the limited rights expressly granted by DFL for the purpose of performing the applicable business arrangement.

The Partner may not copy, reverse engineer, reproduce, modify, sell, license, distribute, or commercially exploit DFL intellectual property outside the scope authorized by DFL.

12. Non-Circumvention

The Partner shall not knowingly circumvent DFL in connection with relationships, opportunities, vendors, clients, contractors, operational resources, systems, or other commercial relationships introduced or developed through DFL.

The Partner shall not use DFL's confidential information, processes, introductions, or infrastructure to establish a competing arrangement that intentionally bypasses DFL.

Any specific non-circumvention obligations, including applicable time periods and remedies, may be established in a separate written agreement between DFL and the Partner.

13. No Unauthorized Use of DFL's Name

The Partner may not use DFL's name, trademarks, logos, branding, websites, marketing materials, or other identifying information for advertising, solicitation, public statements, or commercial purposes without DFL's prior written authorization.

The Partner may not represent that it is an employee, owner, officer, legal representative, or authorized spokesperson of DFL unless expressly authorized in writing.

14. Marketing and Advertising

Where DFL provides or manages marketing services, DFL may determine appropriate marketing strategies, channels, processes, messaging, targeting, and operational methods based on the applicable business arrangement.

Where the Partner controls or funds advertising activity, the Partner remains responsible for maintaining appropriate advertising accounts, funding, approvals, and compliance.

DFL does not guarantee that any advertising platform will approve, maintain, or continue a particular campaign or account.

DFL may suspend marketing activity where it reasonably determines that continuing such activity could create legal, financial, operational, or reputational risk.

15. Operational Control

Depending on the applicable partnership structure, DFL may establish operational standards, workflows, quality requirements, communication procedures, reporting requirements, training requirements, and performance expectations.

Partners agree to reasonably cooperate with DFL's operational requirements where those requirements form part of the applicable commercial arrangement.

DFL reserves the right to modify operational procedures where reasonably necessary to improve performance, address risk, maintain compliance, or respond to market conditions.

16. Suspension and Termination

DFL may suspend or terminate a Partner's participation, access, services, or relationship where DFL determines that such action is necessary or appropriate, including circumstances involving:

  • Breach of these Terms

  • Breach of a separate agreement

  • Misrepresentation

  • Fraud or suspected fraudulent activity

  • Regulatory or legal concerns

  • Financial or banking concerns

  • Failure to maintain required infrastructure

  • Unauthorized disclosure of confidential information

  • Misuse of DFL intellectual property

  • Circumvention

  • Unauthorized representation of DFL

  • Failure to meet operational requirements

  • Conduct that may materially damage DFL's reputation

  • Failure to cooperate with reasonable compliance requirements

  • Non-payment of amounts owed to DFL

  • Material business disruption

  • Other circumstances that create material risk to DFL

Where immediate action is necessary to protect DFL, its clients, partners, systems, intellectual property, or reputation, DFL may suspend access or activity immediately.

Upon termination, the Partner must immediately cease unauthorized use of DFL's confidential information, intellectual property, branding, systems, and materials.

17. Limitation of Liability

To the maximum extent permitted by applicable law, DFL shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business opportunities, loss of customers, loss of anticipated savings, or business interruption arising from participation in the OCP Program or use of DFL's services.

To the maximum extent permitted by applicable law, DFL's aggregate liability arising from an applicable relationship shall be limited to the amount actually paid to DFL by the Partner during the applicable period specified in the governing commercial agreement.

Nothing in these Terms is intended to exclude liability that cannot legally be excluded under applicable law.

18. Indemnification

To the maximum extent permitted by applicable law, the Partner agrees to defend, indemnify, and hold harmless DFL, its affiliates, officers, directors, employees, contractors, and representatives from claims, damages, liabilities, losses, costs, and expenses arising from:

  • The Partner's business activities

  • The Partner's breach of these Terms

  • The Partner's breach of applicable law

  • The Partner's representations to customers or third parties

  • The Partner's financial or banking activities

  • The Partner's misuse of DFL materials

  • Fraud, negligence, or misconduct by the Partner

  • Claims arising from products or services sold or provided by the Partner

  • Unauthorized actions taken by the Partner

This obligation survives termination to the extent permitted by law.

19. Independent Business Relationship

Unless expressly agreed otherwise in writing, the Partner and DFL are independent businesses.

Nothing in these Terms creates a general partnership, joint venture, employment relationship, agency relationship, franchise relationship, fiduciary relationship, or other legal relationship beyond the specific contractual arrangement established between the parties.

Neither party may bind the other without express written authorization.

20. Taxes

The Partner is responsible for its own taxes, filings, registrations, accounting obligations, and other governmental requirements arising from its business activities.

DFL does not provide tax advice.

21. Information and Documentation

DFL may request documentation reasonably necessary to evaluate, establish, operate, monitor, or maintain a partnership.

The Partner agrees to provide accurate information and cooperate with reasonable verification procedures.

DFL may decline, suspend, or terminate a relationship where required information is not provided or cannot be reasonably verified.

22. Changes to DFL Programs

DFL operates in specialized business verticals that may change over time.

DFL reserves the right to:

  • Add or remove verticals

  • Limit availability

  • Change operating procedures

  • Modify service offerings

  • Suspend specific campaigns

  • Change eligibility requirements

  • Modify OCP availability

  • Discontinue a vertical

  • Introduce new verticals

No statement regarding a particular vertical constitutes a permanent commitment by DFL to maintain that vertical.

23. Force Majeure

DFL shall not be liable for delays, interruptions, or failures caused by circumstances beyond its reasonable control, including but not limited to:

  • Government actions

  • Regulatory changes

  • Banking disruptions

  • Payment processor restrictions

  • Internet or telecommunications failures

  • Technology outages

  • Cybersecurity incidents

  • Natural disasters

  • War

  • Civil unrest

  • Labor disruptions

  • Third-party failures

  • Platform restrictions

  • Changes in applicable law

  • Other events beyond DFL's reasonable control

24. No Waiver

Failure by DFL to enforce any provision of these Terms shall not constitute a waiver of DFL's right to enforce that provision or any other provision in the future.

25. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

26. Entire Agreement

These Terms, together with any applicable application, proposal, commercial agreement, statement of work, OCP agreement, or other written agreement executed between DFL and the Partner, constitute the agreement governing the applicable relationship.

If there is a conflict between these Terms and a subsequently executed written agreement, the terms of the specific written agreement shall control to the extent of the conflict.

27. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of Republic of India, without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or the relationship between DFL and the Partner shall be resolved in the courts or through the dispute-resolution process specified by DFL's applicable written agreement.

Jurisdiction and dispute-resolution provisions should be finalized by DFL's legal counsel based on DFL's actual corporate structure and operating jurisdictions.

28. Acceptance

By submitting an application, accessing DFL materials, participating in discussions regarding an OCP opportunity, or entering into a commercial relationship with DFL, you acknowledge that:

  • You have read these Terms.

  • You understand the nature of the DFL OCP Program.

  • You understand that partnership approval is not guaranteed.

  • You understand that DFL does not guarantee revenue or profitability.

  • You agree to maintain the required commercial and financial infrastructure.

  • You agree to protect DFL's confidential information and intellectual property.

  • You agree to comply with applicable laws and regulations.

  • You agree to these Terms and any applicable written commercial agreement.

DFL reserves all rights not expressly granted under these Terms.