A. Rating Exercise:

1. I / We expressly agree that, the Rating process shall begin after receipt of the completed Application Form, the Fees towards the exercise, and all the required documents / information.
2. I / We understand that, SMERA is entitled to reject the Rating Application Form without according any reason for the rejection.
3. I / We understand that, employees or representatives of SMERA are strictly prohibited from assuring or indicating a probable Rating. I / We shall in no circumstances insist on an indicative Rating prior to completion of the Rating exercise.
4. I / We understand that, SMERA’s Rating exercise will be subject to the internal Policies and Criteria of SMERA and are subject to change without notice. Such changes shall be binding on me / us. 

B. Acceptance of the Rating:

1. I / We understand that, after assigning the Rating, SMERA shall communicate the same in writing to me / us on the E-mail Id. provided in the Application Form.
2. I / We shall accept the Rating assigned as final.
3. I / We understand and agree that, if I / we do not wish to accept the Rating assigned, I / we will communicate the same in writing to SMERA not later than three (3) calendar days from the date of communication of the Rating to me / us. If no communication is received from me / us within this period, it shall be deemed that the Rating has been accepted by me / us.
4. I / We understand and agree that, if I / we communicate my / our non-acceptance of the Rating, the Agreement shall be considered completed and closed and no further action shall be required.

C. Dissemination of the Rating:

1. I / We expressly agree that, once the Rating is accepted or deemed to be accepted, SMERA will disseminate the Rating, the Certificate and the Report through publication on SMERA website and/or other partner websites during the validity period of the Rating. I / We hereby authorize SMERA to disseminate the Rating and/or Rating Reports in the public domain including free / paid website / research platforms, etc.
2. I / We expressly agree that, once the rating is accepted a soft copy of the Rating certificate will be provided to me / us.
3. I / We understand that, SMERA reserves the right to disclose the Rating assigned, the Rating Report, including the information provided by me / us to Government and/or Statutory or Regulatory Authorities including but not limited to a Court of Law, when required to do so in law or when called upon by the aforementioned Authorities.
4. I / We understand that, SMERA is entitled to remove the Rating from public domain in case of an order of any Court, Tribunal, Government, Statutory or Regulatory Authorities, Ministry of Finance, etc.

D. Validity of the Rating:

1. I / We expressly agree that, the Rating will automatically expire after one year from the date of assignment of the Rating.
2. I / We expressly agree that, the Rating shall be reviewed annually at the end of its validity period upon receiving the Annual Rating Fee for the Rating and the relevant information. 

E. Rating Fee:

1. I / We understand that, SMERA does not accept any payment in cash, and that SMERA and its representatives do not collect fee on behalf of any third party.
2. I / We understand and accept that, SMERA will charge a non-refundable ‘Annual Rating Fee’ towards the cost of the rating exercise plus the applicable GST. This fee will be payable in advance at the time of signing the Application Form.
3. I / We understand and accept that, the Annual Rating Fee shall be payable every year on expiry of the Rating assigned. SMERA will send a reminder to me / us one month in advance along with an invoice.

F. Information Requirement:

1. I / We expressly agree that, I / we will provide full co-operation and promptly furnish true, adequate, timely, accurate, and complete information / documents, as may be required, within seven (7) calendar days from the date of signing of the Application Form, upon receipt of a communication from you to this effect to avoid any delay in processing the request.
2. I / We expressly agree that, I / we will arrange for site visits and meetings with my / our auditors, bankers, suppliers, customers, etc. as and when requested.
3. I / We expressly agree that, if I / we fail to submit complete information within thirty (30) calendar days of the Agreement, the Agreement / case will be considered as closed.
4. I / We understand that, Indicative List of documents and information required for Rating is provided below:

G. Termination of the Agreement:

1. I / We understand that the Terms & Conditions shall be valid till such time that the Rating is withdrawn. 
2. I / We understand and accept, that the Rating Agreement can be terminated by me / us by giving a written notice of withdrawal 1 (one) month in advance. After receipt of notice of termination and payment, if any, by SMERA, the Rating shall be removed from SMERA’s website.  

H. Undertaking:

1. I / We understand that, the Rating provided by SMERA is an independent and unbiased opinion of SMERA arrived through its analytical process and not according to an individual / enterprises’ expectations.
2. I / We understand that, the Rating assigned by SMERA will not be eligible under RBI’s ‘New Capital Adequacy Framework’ (commonly known as ‘Basel II) requirements.
3. I / We understand and accept that, this exercise does not automatically entitle me / us for any special benefits such as approval of loans from Banks or Financial Institutions, discounts in interest rate / processing fees, preferential treatment in tenders, subsidy on plant and machinery, etc.
4. I / We understand that, any communication from SMERA’s representative shall be received from a domain that contains smera.in / acuite.in. In case, any official communication has been received from any other domain id, I / we will immediately report the same by writing to SMERA at [email protected].  
5. I / We expressly agree that, in case, my / our organization is wound up, merged, amalgamated with, or acquired by another entity, I / we undertake to inform SMERA with the relevant details of such winding up, merger or amalgamation or acquisition or similar event. Once informed, SMERA will withdraw this Rating and therefore remove the same from public domain.
6. I / We hereby authorize, SMERA to request and retrieve a credit report on my personal credit history from a credit bureau on my / our behalf.
7. I / We understand that, SMERA will send to me / us by phone / SMS / email any general or specific information on general industry trends, progress on the said exercise and new initiatives of SMERA.

I. Use of Rating:

1. I / We understand and accept that, when communicating the Rating to third parties, such as Banks / Vendors / Suppliers / other stakeholders, in each instance we will be required to quote: (1) Rating Symbol; (2) The Date of Rating Assignment; (3) Validity Period of Rating.
2. I / We understand and accept that, the Rating is not a buy / sell recommendation or an advice to enter into any transaction with my / our organization.
3. I / We expressly agree that, I / we shall provide the details, as required, for the listing of our Organization on the “SMERA Terminal” (hereinafter referred to as ‘Terminal’) and also authorize SMERA to release the Rating Report on the Terminal. I / We understand that, the Terminal will be accessed by subscriber financial institutions and banks. I / We have no objection to SMERA listing my / our Organization on the Terminal and sharing my / our Rating and the Rating Report with bank(s) and financial institutions. I / We agree that all the details in this Application Form have been furnished by me / us voluntarily and no benefits may accrue to me / our organization. I / We also agree to the Terms & Conditions of SMERA Terminal.

J. Confidentiality:

I / We understand that, all documents containing or representing the Confidential Information (which is non-public in nature) provided to SMERA by me / us shall be kept confidential and shall not be disclosed to persons other than SMERA’s authorized personnel. Such information shall be used for the purpose of determining the Rating. SMERA may use the Confidential Information for preparing reports on the MSMEs / the Industry and for its research purposes.

K. Intellectual Property Rights:

1. I / We understand and expressly agree that, I / we do not have the right to and shall not without prior written permission of SMERA use the name, logo, trademarks, service marks, trade names or trade style of SMERA (hereinafter collectively called as Marks) except as provided under clause I(1) of this Agreement.
2. I / We understand and accept that, SMERA will charge an additional ‘Service Fee’ for the permission to reproduce the Marks on any of my / our internal or external merchandise / material / collaterals, etc.
3. I / We understand and accept that, ownership of the Marks will remain solely with SMERA and SMERA will continue to retain all the rights and title to the Marks and nothing contained herein is intended to assign or transfer to me / us, any rights or license to the use of SMERA’s Marks, except as agreed in writing between me / us and SMERA. 
4. I / We agree and confirm that, I / we will not use the Marks in any manner whatsoever for any reason other than as agreed to in writing between me / us and SMERA and till such period as agreed therein.
5. I / We further agree and confirm that, I / we will not associate any of SMERA’s Marks with my / our business or products / services sold by me / us in any form whatsoever other than for services provided under this Agreement and the Rating Application Form.
6. I / We understand that, on expiry or earlier termination of the terms and conditions as agreed between me / us and SMERA in connection with the use of the Marks or this Agreement; or on breach of such terms & conditions or this Agreement; or infringement; or misuse; or otherwise of the Marks, I / we shall immediately cease to use the Marks in any manner whatsoever. It is specifically agreed that, if I / we fail to adhere to the above and continue to use the Marks, such usage shall not only be construed as infringement, passing off, etc. but also illegal and unauthorized act by me / us which will be subject to levy of penalty by SMERA on me / us.
7. Notwithstanding anything stated hereinabove, I / we understand and accept that the liability on me / us will be unlimited until we stop using SMERA’s Marks. 

L. Indemnity:

1. I / We accept and confirm, the exercise is based on information provided to SMERA by me / us and information obtained by SMERA from various sources it considers reliable. SMERA does not guarantee the accuracy, adequacy or completeness of any information on which the Rating and the Rating Report are based and is not responsible for any errors or omissions or for the results / opinions obtained from the use of the Rating or the Rating Report.
2. I / We understand that, SMERA shall have no liability, whatsoever, to me / us or to any other user of the Rating assigned by SMERA. I / We further accept and confirm that I / we shall not make any claim, whatsoever, against SMERA.

I / We agree to indemnify SMERA, its associate companies, its Directors, Rating Committee members, officers and employees from and against any third-party claim including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorney fees of every kind and nature incurred as a result of any false, inaccurate or misleading information of any nature, provided to SMERA on which SMERA would have relied in any manner while assigning the Rating.

M. Dispute Resolution:

I / We agree and accept that, all disputes with respect to and/or in connection with the exercise, etc. shall be settled by reference to the Group CEO of Acuité Group whose decision shall be final and binding on both the parties.

N. Governing Law and Jurisdiction:

I / We agree and accept that, the laws of the Republic of India shall govern these Terms & Conditions and the parties agree that the appropriate courts at Mumbai only shall have jurisdiction for resolving any disputes arising under these terms and conditions.