B2B Debt Collection Service Terms

1. Parties

These terms govern the relationship between Kenstone and the business that signs an engagement with Kenstone ("Client", "you"). They do not create any relationship between Kenstone and any Debtor, and no Debtor is bound by them.

2. Definitions

Amicable Collection — recovery activity that does not involve filing before a court, tribunal, arbitrator or Facilitation Council: verification, calls, messages, letters, demand communications, negotiation, settlement facilitation, field visits and reporting. Authority — the written limits within which Kenstone may communicate, negotiate, agree payment plans and concede amounts, as recorded in the Settlement Authority Matrix. Claim — a debt owed to the Client by a Debtor that the Client submits under a Statement of Work. Client Money — money paid by a Debtor in discharge of a Claim. Commercial Schedule — the fee, commission, expense and tail-period terms for an engagement. Debtor — a business (company, LLP, partnership, proprietorship, institution or other commercial entity) that owes a Claim, and its authorised representatives. Direct Payment — any payment, credit, set-off, return of goods or other value received by the Client from or on behalf of a Debtor on a Claim after the Claim is submitted, other than through a route Kenstone administers. Engagement Documents — the Master Services Agreement, each Statement of Work, the Commercial Schedule, the Data Processing and Confidentiality Addendum, and the declarations and forms listed in the MSA. Independent Advocate — an advocate enrolled under the Advocates Act, 1961, or a law firm (including Kenstone's empanelled law firm, TrueNorth Legal Partners), engaged by the Client to advise on or conduct legal proceedings; not an employee of Kenstone. Legal Escalation — any statutory notice, mediation, arbitration, Facilitation Council reference, suit, petition or application before a court or tribunal. Recovered Amount — the amount actually received by the Client in cleared funds (or other value the Client accepts) in discharge of a Claim, including Direct Payments, during the engagement and the Tail Period. Tail Period — the period after a Claim is closed or the engagement ends during which the success fee remains payable on Recovered Amounts, as stated in the Commercial Schedule.

3. Appointment

3.1 By signing a Statement of Work, the Client appoints Kenstone as its consultant and authorised representative for Amicable Collection of the Claims listed in it, on the terms of the Engagement Documents.

3.2 Kenstone is not the creditor, does not take assignment of any Claim, does not purchase debt and does not collect in its own name. Every communication to a Debtor identifies the Client as the creditor.

3.3 Kenstone is not a court, tribunal, police authority, government body, lender, asset reconstruction company, credit bureau or law firm, and will not represent otherwise.

4. Scope of services

4.1 Amicable Collection, as defined, on each Claim accepted.

4.2 Where the Client selects the DSO Reduction Programme, a Kenstone specialist works within the Client's collections function under the Client's instructions, with the system and reporting described in the Statement of Work.

4.3 Legal-recovery coordination: assessment of legal eligibility, document preparation, referral to an Independent Advocate, and case management of proceedings the Client has approved in writing. Legal advice and representation are provided only by the Independent Advocate.

5. Excluded services

Kenstone does not provide, and no engagement includes: consumer or retail debt collection; recovery of personal loans, credit cards or any debt owed by an individual in a personal capacity; work on individuals' credit profiles or credit reports; lending, loan sourcing or financing; bank-auction services or property brokerage; enforcement of security interest under the SARFAESI Act (which Kenstone undertakes only for banks and financial institutions, under each lender's own empanelment and mandate terms, not under these terms); repossession or seizure of assets; purchase or assignment of debt; legal advice or representation; investigation services beyond lawful business verification. A Claim that turns out to fall within an excluded category will be returned to the Client.

6. Exclusive or non-exclusive appointment

6.1 Unless the Statement of Work says otherwise, the appointment on each Claim is exclusive for its term: the Client will not itself pursue the Debtor on that Claim, or appoint another agency to do so, without first notifying Kenstone in writing, so that the Debtor does not receive conflicting communications.

6.2 The Client may at any time communicate with the Debtor on ordinary trading matters and may withdraw a Claim under clause 24.

7. Case acceptance

7.1 Kenstone decides whether to accept each Claim after verification under clause 10 and may decline or return a Claim at any time without giving reasons, including where the Debtor cannot be validated, the documents are insufficient, the Claim appears disputed, time-barred or unlawful, or a conflict exists.

7.2 Acceptance is not a statement that the Claim is enforceable, undisputed or recoverable.

8. Client onboarding and verification (KYB)

8.1 Before the first Statement of Work, the Client provides: its legal name and constitution; CIN, LLPIN or registration number as applicable; GSTIN; registered address; the name and designation of each authorised signatory with evidence of authority (board resolution, partnership authority or proprietor's declaration); the bank account into which Debtors should pay; and, for a foreign Client, its incorporation documents and the identity of its Indian counsel or representative if any.

8.2 The Client confirms that it is a business and that every Claim arises from a commercial transaction.

9. Debt eligibility

A Claim must: (a) arise from goods supplied or services rendered by the Client to the Debtor in the course of business, or from a written commercial contract; (b) be for a liquidated sum, or a sum the Client can compute from its records; (c) be owed by a business, not by an individual in a personal capacity; (d) be supported by the documents listed in the Statement of Work; (e) not, to the Client's knowledge, be the subject of pending litigation, arbitration, insolvency proceedings or a settlement, unless disclosed; (f) not be time-barred, or be disclosed as potentially time-barred for legal review; and (g) meet any minimum value stated in the Statement of Work.

10. Required documents

10.1 At submission the Client provides the documents listed in the Statement of Work. At minimum: invoice-level data (customer, invoice number, date, amount, due date, ageing); a statement of account showing payments, credit notes and the balance claimed; and available contracts, purchase orders and delivery proof.

10.2 Before any Legal Escalation the Client provides the full evidential set the Independent Advocate requires, which may include original documents.

10.3 Kenstone may verify documents against public registries and, with the Client's approval, against third parties, but does not audit the Client's books.

11. Client representations and warranties

The Client represents and warrants, on submission of each Claim and continuously while it is open, that: (a) the Claim is genuine, arises from a real commercial transaction and is owed by the named Debtor; (b) the principal, interest, penalties, taxes and costs claimed are accurate, and interest or penalties are claimed only where the contract, the MSMED Act, 2006 or another law supports them; (c) the Client has disclosed every dispute, complaint, counter-claim, quality issue, credit note, debit note, payment, set-off, return, settlement, part-payment, acknowledgment, prior notice, prior agency, litigation, arbitration and insolvency event known to it that concerns the Claim or the Debtor; (d) the Claim is not fabricated, inflated, illegal, contrary to public policy, or barred by limitation to the Client's knowledge; (e) the Client has the authority to appoint Kenstone and to share the data it shares, has a lawful basis to disclose the Debtor's and its representatives' information for collection, and has not included the personal data of persons unconnected to the commercial relationship; (f) the Client will notify Kenstone within two working days of any Direct Payment, credit, dispute or communication from the Debtor; (g) the Client is not a bank, NBFC, housing finance company, ARC, insurer or other regulated entity submitting retail or regulated recoveries; work for banks and financial institutions is done under the lender's own empanelment and mandate terms, not these terms.

12. Client Money and payments

12.1 Debtors pay the Client. Every communication to a Debtor directs payment to the Client's own bank account as recorded at onboarding. Kenstone does not receive, hold or pool Client Money, and no Kenstone employee or agent may receive any payment, in any form, in any account, on a Claim. This clause is absolute and has no exceptions.

12.2 Cash: Kenstone does not accept cash from Debtors. If a Debtor tenders cash, the collector declines and records the tender.

12.3 The Client confirms every receipt on a Claim to Kenstone within two working days with the amount, date and reference, so that the account is reconciled and the Debtor is credited.

12.4 Changes to the Client's receiving bank account are accepted only in writing from an authorised signatory and verified by a call-back to a number already on file. Kenstone will not pass a bank-account change to a Debtor until verified.

12.5 Unidentified or excess payments received by the Client are the Client's responsibility to allocate or refund; Kenstone will assist in identifying them.

13. Collection strategy and communication authority

13.1 Kenstone plans and conducts Amicable Collection in its professional judgement, within the Responsible Collection Policy and the Authority.

13.2 Kenstone may contact the Debtor's authorised representatives — directors, partners, proprietors, finance and accounts staff and the persons named on the Client's documents — at business contact points, during business hours, by telephone, email, WhatsApp, letter, courier and visits to business premises.

13.3 Kenstone will not contact family members, unconnected employees, neighbours or personal social-media accounts, and will not contact a guarantor unless the Client has provided a valid guarantee and the Authority permits it.

13.4 The Client will not instruct Kenstone to take any action that breaches the Responsible Collection Policy. Such an instruction is refused.

14. Field visits

Field visits are made only to business premises, during business hours, by identified staff carrying a Kenstone identity card and a case-specific authorisation, and are documented. No visit is made to a residence unless an Independent Advocate confirms a lawful basis and the Client approves in writing on the Field Visit Authorization. No goods are removed, no premises are entered without permission, and no visit is used to intimidate.

15. Legal escalation and the legal-services boundary

15.1 Legal Escalation happens only on a signed Legal Escalation Referral Consent for the specific Claim, after Kenstone has set out the recommended route, the estimated costs (Kenstone's coordination fee, the Independent Advocate's fee and statutory fees) and the realistic outcome.

15.2 Kenstone provides recovery consulting, documentation support, coordination and case management. Legal advice and representation are provided only by the Independent Advocate, who is engaged by the Client and who owes professional duties to the Client. Kenstone does not practise law, does not guarantee any advocate's advice, and does not guarantee admission, interim relief, judgment, award, insolvency admission, execution or recovery.

15.2A Kenstone's empanelled law firm is TrueNorth Legal Partners. Where the Client approves Legal Escalation, the matter is ordinarily referred to TrueNorth Legal Partners, which is engaged by the Client, acts for the Client and bills the Client directly. TrueNorth Legal Partners is associated with the Kenstone group; we disclose this so that the Client can choose freely. The Client may instead instruct an advocate or law firm of its own choice, and Kenstone will coordinate with that advocate on the same terms. Kenstone does not share in any advocate's fees.

15.3 Statutory notices (for example under section 8 of the Insolvency and Bankruptcy Code, 2016 or section 138 of the Negotiable Instruments Act, 1881) are issued by or under the supervision of the Independent Advocate where the law requires or practice expects it. Kenstone's own demand communications state that they are from Kenstone on the Client's behalf and are not court documents.

15.4 Availability of section 138, arbitration, the Commercial Courts, the MSME Facilitation Council or the Insolvency and Bankruptcy Code depends on the facts and on legal eligibility. Insolvency proceedings are not used as a pressure tactic and will not be threatened where the Claim is below the statutory threshold or is disputed. Civil default is not a criminal offence, and Kenstone will not say or imply that it is.

16. Debtor disputes and pause-and-verify

16.1 If a Debtor raises a dispute about goods, services, quantity, quality, price, credit notes or the amount, Kenstone records it, stops pressing for payment of the disputed portion, and refers the dispute to the Client within two working days.

16.2 The Client responds with its position and evidence within 10 working days. Until it does, the disputed portion is treated as disputed. The undisputed portion may continue to be collected.

16.3 A Claim that turns out to be substantially disputed, or in which the Debtor produces evidence of payment or settlement, is reclassified and may be returned.

17. Settlement authority, instalments, discounts and waivers

17.1 Kenstone negotiates within the Authority. Unless the Settlement Authority Matrix says otherwise, Kenstone has no authority to concede any part of the principal, to waive interest, to accept an instalment plan longer than the period stated in the Settlement Authority Matrix, or to give a full-and-final discharge, without the Client's written approval on the Payment Plan Approval Form.

17.2 A settlement letter is issued in the Client's name, or in Kenstone's name expressly on the Client's behalf, only after approval, and states the amount, the schedule, the default consequence and that discharge is conditional on receipt of cleared funds.

17.3 Default under a settlement revives the balance of the original Claim unless the settlement says otherwise, and Kenstone reports the default to the Client within two working days.

18. Fees, commission, GST and TDS

18.1 Fees are as stated in the Commercial Schedule and the Fees, Cancellation and Refund Policy, which are consistent; where they differ, the Commercial Schedule prevails.

18.2 Success fees are calculated on Recovered Amounts, including Direct Payments and value received during the Tail Period, at the rate applicable to the Claim's ageing band at submission.

18.3 GST applies to Kenstone's fees at the prevailing rate. TDS deducted by the Client under the Income-tax Act, 1961 is deducted from the invoiced amount and the Client provides the TDS certificate; Kenstone does not gross up.

18.4 Third-party expenses — advocate fees, court and tribunal fees, stamp duty, arbitration or mediation costs, courier, travel outside the city of the Claim, registry search charges — are either paid by the Client directly or reimbursed at cost against receipts, as the Commercial Schedule states, and are payable whether or not any amount is recovered.

18.5 Invoices are payable within 15 days. Disputed invoices are raised under clause 25 within that period; the undisputed part is paid on time.

19. Client cooperation

The Client provides documents and instructions promptly, responds to disputes within the time in clause 16, keeps Kenstone informed of Direct Payments and Debtor contact, does not make statements to the Debtor about Kenstone's authority beyond the Authority, and does not disclose Kenstone's reports to the Debtor.

20. Service levels and reporting

20.1 Kenstone provides a status report on each Claim at the frequency stated in the Statement of Work (default: monthly, and on any material event within two working days).

20.2 Service levels are aims, not guarantees, and relate to Kenstone's activity, not to the Debtor's payment.

21. No guarantee

Kenstone does not guarantee recovery of any amount, any timeline, any settlement, any outcome of legal proceedings or any conduct of the Debtor. Estimates of likelihood or timing are opinions given in good faith on the information available.

22. Confidentiality

Each party keeps the other's confidential information confidential and uses it only for the engagement, subject to disclosures required by law, to Independent Advocates, courts and tribunals, and to professional advisers under equivalent duties. Kenstone's methods, platforms, scripts and pricing are Kenstone's confidential information. Client documents and Debtor data are the Client's confidential information. This clause survives for five years after the engagement ends and, for personal data, for as long as the Privacy Policy provides.

23. Data protection

The Data Processing and Confidentiality Addendum governs personal data. In summary: the Client is responsible for its lawful basis to share Debtor-representative data; Kenstone processes it as a Data Fiduciary for the purpose of collection under the Digital Personal Data Protection Act, 2023 and, until its substantive commencement, the Information Technology Act, 2000 and rules; each party notifies the other of a personal-data breach affecting the engagement without undue delay; Kenstone's sub-processors are listed in the Privacy Policy; data is retained under the retention schedule and deleted or returned at the end of it.

24. Suspension, withdrawal and termination

24.1 Either party may end the MSA on 30 days' written notice. A Statement of Work may be ended by the Client on 15 days' notice; open Claims are closed and the Tail Period applies.

24.2 Kenstone may suspend work on a Claim immediately where a dispute, complaint, insolvency event, safety concern or suspected fraud makes continued activity inappropriate, and may terminate immediately if the Client breaches clause 11 or 13.4 or fails to pay undisputed invoices within 30 days of notice.

24.3 The Client may withdraw a Claim at any time in writing. Withdrawal does not affect fees already earned, expenses incurred, or the success fee on Recovered Amounts within the Tail Period where the recovery results from Kenstone's work.

25. Complaints

Complaints by the Client are handled under the Grievance Redressal Policy: acknowledgement within two working days, a reference number, and a substantive response within 15 working days.

26. Post-termination obligations

On termination Kenstone stops all Debtor contact within one working day, returns or deletes Client documents under the Addendum (subject to retention required by law and legal hold), delivers a closing report and hands over any matter in Legal Escalation to the Client or its Independent Advocate under the Case Closure and Handover Form. The Client pays fees and expenses accrued to the termination date and during the Tail Period.

27. Indemnities

27.1 The Client indemnifies Kenstone against losses, claims, penalties and reasonable costs arising from a breach of clause 11, from a Claim that is false, inflated, unlawful or disputed without disclosure, or from data the Client had no right to share.

27.2 Kenstone indemnifies the Client against losses, claims and reasonable costs arising from Kenstone's breach of the Responsible Collection Policy or the Addendum, or from unlawful conduct by Kenstone's staff or agents in the course of the engagement.

28. Liability

28.1 Neither party excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, or any liability that cannot be limited by law.

28.2 Subject to clause 28.1 and clause 27, each party's aggregate liability under an engagement in any 12-month period is limited to the fees paid or payable to Kenstone under that engagement in that period; and neither party is liable for indirect or consequential loss, loss of profit or loss of business.

28.3 Kenstone is not liable for the acts, omissions or advice of an Independent Advocate, for the decisions of any court, tribunal, arbitrator or council, or for the conduct of the Debtor.

29. General

Force majeure — neither party is liable for delay caused by events beyond its reasonable control; payment obligations are not excused. Notices — in writing to the addresses in the MSA; email to the nominated addresses is effective on the next working day. Assignment — neither party assigns without consent, except that Kenstone may assign to a successor to its business on notice. Subcontractors — Kenstone may use field collectors, telephony, hosting and other service providers under written contracts that bind them to the Responsible Collection Policy and the Addendum, and remains responsible for them; Independent Advocates are not subcontractors. Electronic execution — the Engagement Documents may be signed electronically under the Information Technology Act, 2000, and each party keeps its own record. Entire agreement — the Engagement Documents are the whole agreement. Severance — an unenforceable term is read down or severed. No waiver.

30. Governing law, disputes and order of precedence

30.1 The Engagement Documents are governed by the laws of India.

30.2 The parties first try to resolve any dispute by discussion between senior managers for 30 days, then by mediation at Bengaluru under the Commercial Courts Act, 2015 where applicable; failing which the courts at Bengaluru have exclusive jurisdiction. This clause binds only the Client and Kenstone.

30.3 Order of precedence: Statement of Work → Commercial Schedule → Master Services Agreement → Data Processing and Confidentiality Addendum → these Service Terms → Fees, Cancellation and Refund Policy → other website policies. No document reduces a Debtor's protection under the Responsible Collection Policy.

31. Contact

Kenstone Capital Debt Consulting Private Limited · Sabari Complex, Field Marshal Cariappa Road, Shanthala Nagar, Ashok Nagar, Bengaluru 560025 · +91 80 6824 8827 · info@kenstonecapital.in · Grievance Officer Shraddha Rathod, Head of B2B Collections, info@kenstonecapital.in (subject: "Grievance Officer")

Earlier versions of this document are available on request from info@kenstonecapital.in. Questions or complaints: Grievance Redressal Policy.