Terms and Conditions

1. INTRODUCTION
   
   

1. These Terms of Use (hereinafter “Terms of Use” or “Terms and Conditions” or “Terms”) govern access to and use of the platform, viz., the website [●] and the [] mobile application, together with any of their subdomains, and any other linked pages, features, content, or services as may be offered from time to time in connection therewith (together, “Platform”), which is owned, maintained and made available by BYLD Capital Finance Limited (CIN: L74899MH1994PLC216417) (“BCFL”). The Platform is made available together with BCFL’s group companies, namely (i) BYLD Wealth Advisory Private Limited (CIN: U66190KA2009PTC050091), which provides investment advisory services in its capacity as an investment adviser registered with the Securities and Exchange Board of India (“SEBI”) under the SEBI (Investment Advisers) Regulations, 2013 (SEBI Reg. No. INA000019141) (“BYLD Wealth” or the “Investment Adviser”); and (ii) BYLD Markets Private Limited (CIN: U67120KA1995PTC017161), which provides distribution services in its capacity as a mutual fund distributor registered with the Association of Mutual Funds in India (“AMFI”) (ARN: 313304) (“BYLD Markets” or the “Distributor”). [FLA Comment: We understand that Jupiter Equity Private Limited has changed its name to BYLD Markets Private Limited. Client to confirm the entity that shall provide the distribution services.] BCFL provides only the technology platform, branding and related support infrastructure and does not itself provide investment advice or distribution services. [FLA Comment: Client to provide and confirm the relevant details.]

2. These Terms of Use apply to any person who accesses or uses the Platform for any purpose (hereinafter referred to as “User”, “You” or “Your”). Through the Platform, You may access, depending on the service model selected by You: (a) investment advisory services provided by BYLD Wealth as a SEBI-registered Investment Adviser; or (b) distribution services provided by BYLD MARKETS as an AMFI-registered Mutual Fund Distributor, including the distribution of, and/or facilitation of access to, mutual funds, fixed deposits, insurance products, portfolio management services (“PMS”), alternative investment funds (“AIFs”), bonds and other securities, loans, and international/global investing, and such other products or services as may be introduced from time to time; together with educational and informational content, AI-powered tools and such other technology-enabled features (collectively, the “Services”). In accordance with the client-level segregation mandated by SEBI for investment advisers, a User may avail either investment advisory services (through BYLD Wealth) or distribution services (through BYLD Markets) at any given time. All Services are subject to the applicable laws, rules, regulations, circulars, guidelines and directions issued by SEBI, the RBI, the Insurance Regulatory and Development Authority of India (“IRDAI”), AMFI, stock exchanges, depositories and other competent regulatory or statutory authorities from time to time.

3. By accessing or using the Platform, You acknowledge that You have read, understood, and agree to be bound by these Terms of Use, together with any other terms, policies, notices, or disclosures made available on the Platform from time to time. If You do not agree to these Terms of Use or any part thereof, You must immediately discontinue access to and use of the Platform. Your continued access to or use of the Platform shall constitute Your acceptance of and agreement to be bound by the Terms of Use. Where You avail investment advisory services from BYLD Wealth, Your relationship with BYLD Wealth shall additionally be governed by the separate investment advisory agreement executed with BYLD Wealth incorporating the Most Important Terms and Conditions (“MITC”), and where You avail distribution services from BYLD Markets, by the investor documentation prescribed under the applicable scheme/product terms.
   
   

INVESTMENTS IN THE SECURITIES MARKET ARE SUBJECT TO MARKET RISKS. PLEASE READ ALL RELATED DOCUMENTS CAREFULLY BEFORE INVESTING.

USERS SHOULD EXERCISE THEIR OWN JUDGMENT AND CAREFULLY EVALUATE THEIR FINANCIAL OBJECTIVES, RISK APPETITE, AND CIRCUMSTANCES BEFORE MAKING ANY INVESTMENT DECISION.

THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM MARKET RISKS, PRICE FLUCTUATIONS, OR DECISIONS TAKEN BY USERS BASED ON INFORMATION AVAILABLE ON THE PLATFORM, EXCEPT TO THE EXTENT REQUIRED UNDER APPLICABLE LAW.

II. ELIGIBILITY, ACCOUNT REGISTRATION AND ACCESS TO THE PLATFORM

4. Please read the Terms of Use and Privacy Policy carefully before registering on the Platform or accessing any material, information through the Platform. These Terms of Use constitute an electronic record under the Information Technology Act, 2000 (together with its amendments and rules made thereunder, and other prevailing law(s)/regulations as may be applicable at the relevant point of time) and will be binding on You. This electronic record is generated by a computer system and does not require any physical or digital signatures.

5. For accessing or using the Platform, You warrant and agree that You:

i. are legally competent to enter into a binding contract under applicable laws and, where any Service requires access to the securities market or investment in regulated products, are eligible to open, maintain and operate the requisite accounts under applicable law;

ii. are not barred, suspended, debarred, prohibited, or otherwise restricted from accessing or participating in the securities market by SEBI, any stock exchange, depository, or any other regulatory, statutory, or governmental authority;

iii. will provide true, accurate, current, and complete information about yourself as prompted for on the Platform; and

iv. will maintain and promptly update Your information to keep it true, accurate, current, and complete.

6. If You cease to satisfy any of the eligibility requirements set out in Clause 5, or if You provide any information that is untrue, inaccurate, outdated, or incomplete, We reserve the right to suspend, restrict, terminate, or freeze Your access to the Platform (or any portion thereof) at any time without notice. You understand that BCFL, BYLD Wealth, or BYLD Markets (together, “Us”, “We”, or “Our”) shall not accept any liability which may arise as a consequence of any erroneous information provided by You.

7. We will collect and store Your information such as username, name, e-mail address, contact information, etc., in an internal database. Based on the information provided by You, You may be provided with a login identification for a designated account (such as a username and password, a guest identification or any other identifier). You agree that You are solely responsible for ensuring the confidentiality of Your designated account and for all activities carried out through Your account. You must notify Us immediately of any unauthorized use or other security breach, upon becoming aware of such breach, relating to Your designated account by writing to Us at [●]. You must not use false identities or impersonate any other person, or use a username and password that You are not authorized to use. [FLA Comment: Client to include the relevant details.]

8. We reserve the right to freeze or terminate Your designated account on the Platform to comply with applicable laws, or follow the order of a court of competent jurisdiction or directions/orders of any regulatory body or government authority.

9. For information about our policies and practices regarding the collection and use of Your personal information, please read our Privacy Policy. It is clarified by Us and agreed and acknowledged by You that in the event of any breach or non-compliance by You with the Privacy Policy, We may take any action under these Terms and Conditions or any applicable laws.

10. Upon Your consent to these Terms and Conditions, We hereby grant You a limited, personal, revocable, non-assignable, non-transferable, and non-exclusive license to use our Platform and offerings available on the Platform. This license is for the sole purpose of enabling You to avail the offerings available on the Platform in the manner expressly permitted by these Terms and Conditions. Except with our prior written consent, You may not assign or sub-license Your rights to use the Platform. Any rights not expressly granted to You herein are reserved to Us.

11. You agree that all investment / disinvestment decisions made using any information provided on the Platform shall be based on Your evaluation of Your own financial circumstances and You are responsible for validating all the information used to make investment decisions. You understand that, subject to the laws applicable on BYLD Wealth, any investment decision You make on the basis of the information and Services available on the Platform reflects Your personal investment needs and risk tolerance and is exclusively Your own, and the Platform only provides a technology interface for You to access the Services. You understand that any indication of past performance on the Platform does not guarantee future returns, and performance of any mutual fund scheme featured on the Platform is subject to market risk. Where You have availed distribution services, You acknowledge that BYLD Markets acts solely as a distributor and does not provide investment advice, and where You have availed advisory services, such advice is provided solely by BYLD Wealth.
    
    

III. SERVICES OFFERED

12. The Services may be made available through different subscription tiers, each of which may provide access to different features, functionalities, content, products, services, or benefits, once You are onboarded with Us as a member. The scope of Services available to a User shall depend on the subscription tier subscribed to by such User. [FLA Comment: Please note the details of the subscription tiers and their features can be listed here, or a separate page linked from the main page may be maintained that can be updated at any time.]

13. You acknowledge that (i) investment advisory services are provided solely by BYLD Wealth in its capacity as a SEBI-registered Investment Adviser; (ii) mutual fund and other distribution services are provided solely by BYLD Markets in its capacity as an AMFI-registered Mutual Fund Distributor; and (iii) BCFL merely provides the technology platform, branding and related support infrastructure and does not itself provide any investment advice, undertake suitability obligations or provide distribution services.

14. A User who avails advisory services from BYLD Wealth shall not simultaneously be offered distribution services on the Platform, and vice versa. Any switch between advisory and distribution shall require You to terminate the pre-existing relationship in accordance with these Terms and the applicable agreement.

15. The Platform may make available services, products, content, tools and other offerings provided by Us, Our affiliates, group entities, associates or third-party service providers, including educational and informative content delivered through seminars, video recordings or any other audio-visual, written or electronic format. Unless provided by BYLD Wealth in its capacity as an investment adviser, none of the aforementioned services, products, content, tools or other offerings shall be construed as investment advice.

16. The Platform may make available AI-powered tools, chatbot services and similar technology-enabled functionalities (including the AI assistant branded “M.I.A.”) for informational, educational or user-engagement purposes. Where such tools access Your financial information, they do so on the basis of data that You have provided. You acknowledge that the outputs of such AI functionalities are provided for information only and do not constitute investment advice, research service(s), research report(s), or research recommendation(s).

17. The Platform may facilitate access to distribution of, or facilitation of access to, mutual funds, fixed deposits, insurance products, PMS, AIFs, bonds and other securities, loans and international/global investing, in each case offered by BYLD Markets or BYLD Wealth and/or by the relevant product manufacturer, bank, NBFC, insurer or licensed intermediary, as permitted under applicable law. Users seeking to avail any such product or service may be required to complete such onboarding, KYC verification, suitability assessment, risk profiling, agreements, consents, declarations, acknowledgements and documentation as may be required under applicable law or by the relevant service provider. You understand that any such third-party services are governed by applicable law and by Your agreements with the relevant service provider, and We do not undertake to perform the obligations of such third parties.

18. Any fixed deposit, deposit product or similar financial product made available or distributed through the Platform shall be issued, maintained, serviced and repaid solely by the relevant bank, NBFC or authorised issuer, as applicable. We may merely facilitate access, discovery, information display, application routing, technology enablement or user interface support, as may be applicable. Any and all obligations in respect of such deposits or products, including terms of repayment, interest schedule, maturity, etc., shall be governed by separate agreements entered between You and the concerned bank, NBFC or authorised issuer. We do not accept deposits, guarantee repayment, guarantee interest payment, underwrite the issuer’s obligations, assess the User’s suitability, provide banking services, or assume any responsibility for the financial condition, creditworthiness, default, delay, rejection, premature withdrawal terms, tax treatment, interest rate changes, regulatory restrictions or any act or omission of the relevant issuer or intermediary. The User shall carefully read all issuer documents, risk disclosures, terms, charges, premature withdrawal conditions and tax implications before applying for any such product.

19. Any insurance-related information, product, quote, comparison, lead, assistance, renewal reminder, claim-intimation support or other insurance-related functionality made available through the Platform shall be subject to the terms, conditions, exclusions, underwriting requirements, premium payment obligations and claim-settlement processes of the relevant insurer and/or licensed insurance intermediary, as applicable. We do not guarantee issuance of any policy, acceptance of any proposal, continuity of coverage, bonus, return, surrender value, claim admission, claim settlement, claim amount or claim timeline. All underwriting, policy issuance, rejection, endorsement, cancellation, renewal and claim-settlement decisions shall remain solely with the concerned insurer. The User shall read the policy wording, benefit illustration, exclusions, waiting periods, declarations, proposal form and all related documents carefully before purchasing or renewing any insurance product.

20. Where You avail mutual fund distribution services, BYLD Markets acts solely as an AMFI-registered Mutual Fund Distributor and not as an investment adviser. BYLD Markets may provide advice incidental to the distribution of mutual funds, as permitted under applicable law, without such advice constituting investment advice under the SEB (Investment Advisers) Regulations, 2013 (“IA Regulations”). Nothing in such incidental advice shall be construed as investment advice under the IA Regulations, and BYLD Markets does not hold itself out as an investment adviser in providing it. BYLD Markets does not assure or guarantee any returns, and all scheme-related documents must be read carefully before investing.

21. Any Portfolio Management Service made available through the Platform is offered by the relevant SEBI-registered Portfolio Manager, and BYLD Markets acts only as a distributor registered with the Association of Portfolio Managers in India (“APMI”) and does not manage any portfolio and the disclosure document and client agreement of the Portfolio Manager shall govern the investment.

22. Any AIF made available through the Platform is a privately placed product offered by the relevant SEBI-registered AIF, and BYLD Markets/BCFL acts only as a distributor and does not solicit or market the AIF to the public.

23. Where the Platform facilitates the online purchase of listed debt securities by non-institutional investors, such facility shall be provided either through an entity registered with SEBI as an Online Bond Platform Provider (i.e., a stock broker in the debt segment) or through any other distribution or intermediation model that may be permitted under applicable law from time to time. Only listed (or proposed to be listed) debt securities shall be offered. Investments in debt securities are subject to risks, read all the related documents carefully.

24. Any Services made available through the Platform shall be subject to the specific terms applicable to such Service and should be read together with the relevant disclosures, disclaimers, and risk factors communicated to the User, from time to time. Upon commencement of such Services, Users shall also be provided with the Most Important Terms and Conditions and/or such other disclosures, disclaimers, acknowledgements, and documentation by the relevant intermediary as may be required under applicable law.

25. We may utilise third-party service providers, technology partners, payment gateways, transaction infrastructure providers, data providers, and other intermediaries for the provision of the Services, and if You decide to invest in any products displayed on the Platform, such investments may be executed through integrations with third-party platforms or infrastructure. The User acknowledges that the availability and performance of certain Services may be dependent upon such third-party systems and infrastructure. We shall not be liable for any losses arising from downtime or unavailability of such systems, or for any failure, malfunction or inadequacy of the software deployed towards the execution of such transactions, or any failure to complete a transaction at a preferred price, date or quantity, except to the extent required under applicable law.

26. Third-party information provided on the Platform is on a best-effort basis, is intended for information/distribution purposes only, and should not be regarded as verified by Us for accuracy or completeness.

27. The User acknowledges that the availability, scope and features of the Platform and the Services may be modified, suspended, restricted or discontinued due to changes in applicable law, regulatory requirements, directions of governmental or regulatory authorities, third-party service provider requirements, app-store policies, payment infrastructure requirements, or business and operational considerations. We reserve the right to make such changes at any time and shall not be liable for any resulting impact on the User, except to the extent required under applicable law.

28. Save for investment advice expressly provided by BYLD Wealth in its capacity as a SEBI-registered Investment Adviser under a duly executed investment advisory agreement, nothing displayed on the Platform by Us constitutes investment advice. We and our associate/affiliate companies do not guarantee or assure any specific performance, fixed returns, or return of principal. You should independently take Your own investment decisions based on Your risk profile, investment objective and financial status, or, where You have selected advisory services, rely on the advice provided by BYLD Wealth.
    
    

IV. FEE STRUCTURE

29. Access to certain Services may be subject to the payment of applicable fees or such other amounts as may be specified from time to time.

30. The Services may be offered through different subscription tiers, each carrying separate features, functionalities, benefits, and pricing. The fees applicable to a particular subscription tier or Service shall be displayed on the Platform or otherwise communicated to the User prior to availing such Service. In the event a User upgrades to a higher subscription tier, such User shall be required to pay the additional fees applicable to such upgraded tier.

31. The User acknowledges that any fees that may be charged for accessing the Services on the Platform will be in addition to the charges applicable upon trading of securities (e.g., brokerage, expense ratio, taxes, etc) levied by third-party product providers, intermediaries, market infrastructure institutions, payment service providers, regulatory authorities, or governmental authorities, which shall be borne by the User to the extent applicable.

32. We reserve the right to revise, modify, introduce, withdraw, or restructure any fees, membership plans, subscription tiers, packages, access levels, or pricing arrangements from time to time. Any such changes shall apply prospectively and shall be communicated to You through the Platform or by such other means as We may deem fit.

33. Unless expressly stated otherwise for a specific Service or required under applicable law, all fees, subscription charges, membership fees, course fees, access fees, convenience fees, platform fees and other amounts paid by the User shall be final, non-transferable and non-refundable, irrespective of usage, non-usage, partial usage, change in personal circumstances, market movement, dissatisfaction with performance, failure to attend sessions, or discontinuation by the User. We may, at Our sole discretion and without creating any precedent or legal obligation, provide credits, extensions, substitutions or refunds in exceptional cases only. Any taxes, payment gateway charges, banking charges, convenience fees, third-party charges or statutory deductions may be deducted from any refund, where applicable. If a User initiates a chargeback, payment dispute, reversal or refund claim without valid legal basis, We reserve the right to suspend or terminate the User’s account, recover all amounts due, charge applicable administrative costs, and take appropriate legal action. Access to paid Services may be withheld until payment is successfully realised.
    
    

V. PRIVACY AND DATA PROTECTION

34. In order to avail the offerings on the Platform You may be required to create a user profile on the Platform and provide personal and financial information, including but not limited to name, email address, gender, date of birth, contact information, and documents, PAN card and other information including User data. You acknowledge that providing such information is necessary for the use of the Services and agree that such information shall be accurate and complete, failing which We may cancel or refuse Your access to the Platform. You hereby grant Your express authorisation to Us to access, collect, store, and use such data for providing services through the Platform.

35. We shall collect, process, use and disclose Your data to the extent necessary for providing the Services, in accordance with our Privacy Policy. By registering on or using the Platform, You consent to receive transactional, service-related, account-related, payment-related, regulatory, product-related, promotional and educational communications from Us, Our affiliates, partners and service providers through email, SMS, WhatsApp, telephone calls, push notifications, in-app messages or other electronic modes, subject to applicable law. You acknowledge that certain service, security, account, payment and regulatory communications are essential and may continue to be sent even if the User opts out of promotional communications. You shall not hold Us liable for any communication sent in accordance with Your consent, account activity, service requirement or applicable law.

36. We may avail the services / products of third-party entities, including our associate / affiliate companies, to the extent required by Us, to provide services on the Platform, enhance user experience, build user insights, analyse data for the introduction of new services and features, and as may be required to comply with any regulatory requirements. You hereby agree, acknowledge and grant Your consent to Us to collect and share any information, as disclosed by You, to third-parties engaged by Us. For more information regarding the use of Your information and the rights available to You in respect of Your information collected by Us, You may refer to our Privacy Policy.

37. The User expressly consents to the collection, use, processing, and sharing of such personal, KYC-related, transactional, and other information as may be necessary with relevant third parties, service providers, intermediaries, infrastructure providers, and regulatory or statutory authorities, for the purposes of facilitating transactions, providing Services, maintaining records, and fulfilling any related operational, administrative, or regulatory requirements.

[FLA Comment: Please note that the above privacy section, together with the Privacy Policy and the Privacy Framework, will need to be revisited closer to the implementation date of the DPDP Act, 2023, i.e May 13, 2027.]

VI. THIRD PARTY SERVICES

38. The Platform may contain links to or integrations with third party websites, services, content, or applications for Your convenience. We do not control any Services provided by third parties and make no representation or warranty regarding the availability, content, accuracy, or quality of such services.

39. Your access to and use of the Services provided by third parties is at Your own risk. We shall not be responsible for any loss or damage arising from Your use of or reliance on any third party for the Services provided by it, except to the extent required under applicable law.

40. We reserve the right, at Our sole discretion and without prior notice, to suspend, disable, or remove access to any Services, including third-party services, made available through the Platform. We shall not be liable for any consequences of such suspension, disabling, or removal, including any loss of data, revenue, profits, goodwill, or other intangible losses, except where such liability cannot be excluded under applicable law.

41. The entities that provide, distribute or fulfil each service, together with their applicable registrations, are available at [●], as updated from time to time. [FLA Comment: We recommend creating a separate page on the website mapping each service to the entity that fulfils it and its applicable registration, if any. Please refer to link for reference.]
    
    

VII. INTELLECTUAL PROPERTY RIGHTS

42. You acknowledge and agree that all content on the Platform (including but not limited to software, text, images, graphics, audio and video) constitutes our exclusive property, and We, or our licensors, own all legal rights, title and interest in and to the Platform, including any intellectual property rights which subsist in the Services (“Protected Material”), except any third-party content.

43. You shall not copy, modify, reproduce, republish, transmit, post, distribute, use, or appropriate the Protected Material in any form without our prior written permission. Unauthorized use of the Protected Material may violate copyright, trademark, and other applicable laws, and could result in criminal or civil penalties under applicable laws.

44. You agree that without our express authorization in writing, You shall not use any trademark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

45. Subject to our Privacy Policy, all information derived as a result of the Services available on the Platform shall be owned by Us, and We shall have the right to utilise such information in a manner We deem fit. You further acknowledge that the Services available on the Platform may contain information which is designated as confidential by Us and that You shall not disclose any such information without prior written consent.
    
    

VIII. CONFIDENTIALITY

46. We shall maintain the confidentiality of Your personal information as per our Privacy Policy. We and/or our associate/affiliate companies recognize and acknowledge the value and importance of protecting Your information. We and our associate/affiliate companies shall exercise the same standard of care to protect Your information that We exercise in protecting our own information.

47. You acknowledge that We and/or our associate/affiliate companies may be required to share Your information with a third party, under contractual obligations with Us, in order to provide one or more of the Services. Such third parties are obligated to protect the confidentiality of Your information and to use it only to provide the services to the extent as required under the agreement with Us and/or our associate/affiliate companies.

48. You acknowledge, consent, and agree that We may access, preserve, and disclose Your designated account information, if required to do so by law or in good faith belief that such access, preservation or disclosure is reasonably necessary to:
    
    

a)Enforce these Terms;

b)Comply with legal requirements domestically, or internationally;

c)Protect the rights, property, or personal safety of the Platform, its users and the public; and/or

d)Pursuant to the terms of the Privacy Policy.

IX. YOUR RESPONSIBILITY

49. You shall not misuse the Services by knowingly introducing viruses, trojans, worms, logic bombs, malware, or other material that is malicious or technologically harmful. You shall not attempt to gain unauthorized access to the Platform, servers, computers, databases, or related infrastructure, or engage in any denial-of-service or similar attacks. We may report any such misuse to relevant law enforcement authorities and cooperate with such authorities, including by disclosing information as required under applicable law. In the event of such misuse, Your right to access and use the Platform may be suspended or terminated immediately.

50. Where the Platform permits the User to post, upload, submit, transmit, share or display any content, comment, review, query, response, testimonial, image, video, message or other material (“User Content”), the User shall be solely responsible for such User Content. The User represents that such User Content is lawful, accurate, non-infringing, non-defamatory, non-confidential and does not violate any third-party rights or applicable law. The User grants Us a worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable licence to host, store, reproduce, display, publish, modify, adapt, translate, distribute, analyse and use such User Content for operating, improving, promoting and protecting the Platform and Services. We reserve the right, but shall not be obligated, to monitor, moderate, remove, disable, restrict or report any User Content that, in Our sole opinion, violates these Terms, applicable law, community standards, intellectual property rights, regulatory requirements or the rights of any person.

51. The Platform is intended to be accessed through standard web browsers or mobile applications. If You choose to access the Platform through other means, You do so at Your own risk and acknowledge that the Platform may not function correctly. You shall not access the Platform using automated tools, scripts, bots, or services designed to generate high-volume or repeated requests, or in any manner that could damage, disrupt, or overburden the Platform, servers, or networks, or interfere with other users’ access.

52. You are responsible for configuring Your information technology systems, devices, and security software to access the Services. You should use appropriate virus protection and security measures. We do not warrant that the Services will be free from bugs, vulnerabilities, or viruses, except as required under applicable law. If You identify any security vulnerability or issue on the Platform, You are encouraged to report it to [●] to assist Us in maintaining platform security. [FLA Comment: Client to include the relevant details.]
    
    

X. SUSPENSION AND TERMINATION

53. You agree that We may, at any time and for any reason, terminate, restrict, or suspend Your access to the Platform and block Your future access to the Platform, or part thereof, without prior notice and without any liability, if We determine that You have violated the terms and conditions of these Terms or other policies. These remedies are in addition to any other remedies which We may have under law or in equity.

54. If there is a suspicion of untoward or illegal activity, We may suspend Your designated account immediately. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities.
    
    

XI. ACCOUNT DEACTIVATION, DELETION AND DATA RETENTION.

55. The User may request deactivation or deletion of the User’s account by writing to Us at [●] or through such account-deletion mechanism as may be made available on the Platform. Upon receipt of such request, We may verify the User’s identity and process the request in accordance with applicable law, the Privacy Policy and Our internal policies. [FLA Comment: Client to include the relevant details.]

56. Notwithstanding any account-deletion request, We shall be entitled to retain such information, records, logs, consents, payment details, transaction records, KYC-related records, communications, complaints, grievance records and other data as may be required or permitted under applicable law, regulatory requirements, tax, audit, accounting, fraud-prevention, cybersecurity, dispute-resolution, contractual or legitimate business purposes.

57. We may refuse, defer or restrict account deletion where:
    
    

a)any Service, subscription, transaction, payment, refund, chargeback, complaint, grievance, investigation or dispute is pending;

b)retention is required for compliance with applicable law, court order, regulatory direction or law-enforcement request;

c)the account is linked to suspected fraud, misuse, unlawful activity, unauthorised access, policy violation or security incident;

d)deletion may prejudice Our legal rights, remedies, audit trail, regulatory obligations or ability to defend claims; or

e)the User has outstanding dues or unresolved obligations towards Us, Our affiliates or service providers.

58. Deletion or deactivation of an account shall not entitle the User to any refund of fees, subscription charges or other amounts paid, unless expressly required under applicable law or specifically agreed by Us in writing. Upon deletion or deactivation, the User may lose access to the Platform, Services, subscriptions, content, reports, tools, communities, transaction history and other account-linked benefits.

59. We may also, at Our sole discretion and without liability, deactivate, suspend, restrict, terminate, block or delete any account that is inactive for a prolonged period, created fraudulently, used in violation / breach of these Terms, used for unlawful or abusive activity, or required to be deleted pursuant to applicable law, court order, regulatory direction or platform-security requirements.

60. This clause shall be read together with the Privacy Policy, and any request for erasure of personal data shall be handled in accordance with applicable data protection laws, subject to Our lawful retention rights.
    
    

XII.LIMITATION OF LIABILITY

61. You hereby acknowledge that We, our subsidiaries, associate / affiliate companies, directors, officers, employees, consultants, representatives, agents, and partners shall not be held liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages which may be incurred by You, however caused and under any theory of liability. We shall also not be liable under any circumstances for damages arising out of, or related in any way to Your inability to access, or Your difficulty in accessing the Platform due to any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party, any loss of Your data, or any claim relating to Your data from the Platform.

62. We may provide You with access to third-party tools and services, which We neither monitor nor have any control over. You acknowledge that third-party links on our Platform may direct You to third-party sites or pages or applications that are not associated / affiliated with Us. You acknowledge and agree that We provide access to such tools on an “as is” and “as available” basis without any warranties, representations or conditions of any kind and without any endorsement.

63. We shall have no liability whatsoever arising from or relating to Your use of such optional third-party tools and services. Any use by You of the optional third-party tools available on the Platform is entirely at Your own risk and discretion, and You should ensure that You are familiar with and approve of the terms on which such tools are provided by the relevant third-party provider(s).
    
    

XIII. INDEMNITY

64. You agree to release, defend, indemnify, and hold harmless, Us, our subsidiaries, associate/affiliate companies, directors, officers, employees, consultants, representatives, agents, and partners, from and against any and all claims, damages, obligations, losses, liabilities, costs or expenses (including but not limited to attorneys’ fees and costs) arising from:
    
    

a)Your access to and use of the Platform;

b)Your violation of any clauses of these Terms, the Privacy Policy and other applicable Policies;

c)Your violation of any third party right(s), including and without limitation to any copyright, property, or privacy right;

d)Any third-party actions relating to the access/use of our Platform whether authorised or unauthorised; and/or

e)Your violation of any applicable law(s).

XIV.DISCLAIMERS / NO WARRANTIES

65. You understand and expressly agree that Your use of the Platform is at Your sole risk and that access to the Platform is provided to You on an “as is” and “as available” basis.

66. Any material downloaded or otherwise obtained through the use of the Platform is done at Your own discretion and risk and You will be solely responsible for any damage to Your computer system or other device(s) or loss of data resulting from the download of any such material.

67. We and / or our associate / affiliate companies do not represent or warrant to You that:
    
    

a)The information on the Platform is accurate, complete, or updated;

b)Your use of the Platform will meet Your requirements;

c)Your use of the Platform will be uninterrupted, timely, secure, or free from error;

d)Any information obtained by You as a result of Your use of the Platform will be accurate or reliable; and

e)That defects in the operation or functionality of any software provided to You as part of the Platform will be corrected.

68. Any output generated through AI-powered tools, chatbot services, automated assistance features, or similar functionalities made available on the Platform is generated automatically and may be incomplete, inaccurate, outdated, or unsuitable for a User’s specific circumstances. Such output is provided solely for informational purposes and does not constitute research services, investment advice, or any other regulated service. Users should independently evaluate and verify any such output before acting upon it and shall remain solely responsible for any investment, trading, financial, or other decisions made by them. We shall not be liable for any loss or damage arising from the use of, or reliance upon, such output, except to the extent required under applicable law.

69. We shall not be liable for any damages of any kind arising from the use of the Platform or the offerings available on the Platform or the contents contained therein, including but without limitation, direct, indirect, consequential, punitive, and exemplary damages, unless otherwise specified in writing, and except to the extent required under applicable law.

XV.NOTICE / CORRESPONDENCE

70. We may give notice to You by email / letter / telephone or any other means as deemed fit, to the address available in our records. If the document / communication is sent by email, it shall be deemed to have been duly communicated and delivered to You. In addition, We may (but shall not be bound to) also publish notices of general nature, which are applicable to You, in a newspaper circulating in India or on Our website or on the Platform. Such notices will have the same effect as a notice served individually to You. You may give notice to Us, in writing/ delivering by hand / email / post / other electronic means, at the address / email ID mentioned on the Platform.
    
    

XVI. WAIVER

71. The failure by either party to insist upon strict performance of any provision of these Terms and Conditions shall in no way constitute a waiver of rights under these Terms.
    
    

XVII. SEVERABILITY

72. If any term, provision, covenant, or condition of these Terms of Use is determined to be void, invalid, illegal, or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any manner by such determination and shall remain binding upon the Users and Us.
    
    

XVIII. SURVIVAL

73. Notwithstanding the termination or rescission of these Terms of Use, the provisions of these Terms shall continue to apply to those duties and obligations which are intended to survive any such cancellation, termination, or rescission, including Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Disclaimers/No Warranties, Dispute Resolution, Governing Law and Jurisdiction. Further, any provisions of these Terms which by implication are to survive the termination of these Terms shall survive such termination. Termination of these Terms shall not abate the causes of action that have accrued to the parties prior to such termination.
    
    

XIX. ENTIRE AGREEMENT

74. These Terms constitute the entire agreement between You and Us relating to the subject matter hereof, and save for the investment advisory agreement (incorporating the MITC) executed with BYLD Wealth, the investor and product documentation applicable to distribution services, the Privacy Policy and any product-specific or issuer terms, no other agreement, whether written or oral, exists between us in respect of the subject matter of these Terms. These Terms will not be modified except by a change to these Terms made by Us in accordance with these Terms.

75. These Terms together with the Privacy Policy, the Disclaimer Document, and any other policies, notices, circulars, or any other information published by Us on the Platform or Our website and/or shared with You, shall constitute the entire agreement between You and Us concerning the Platform; and governs Your use of the Platform, superseding any prior agreements between You and Us with respect to the Platform.

76. You acknowledge and represent that You have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in these Terms and other policies.
    
    

XX. AMENDMENT

77. We reserve the right to amend, modify, update, replace, or revise these Terms of Use, the Privacy Policy, disclaimers, and any other policies, notices, or documents made available on the Platform from time to time. Any such amendment shall become effective upon publication on the Platform or on such other date as may be specified by Us.

78. It is Your responsibility to review these Terms of Use and other applicable policies periodically. Your continued access to or use of the Platform after any amendment becomes effective shall constitute Your acceptance of, and agreement to be bound by, the amended Terms of Use.

79. We further reserve the right to add, modify, suspend, discontinue, restrict, or otherwise alter any Service, feature, functionality, content, membership plan, subscription tier, product, or offering made available through the Platform from time to time, subject to applicable law.

XXI. ASSIGNMENT OR TRANSFER

80. The rights and / or obligations granted to You under these Terms, including the right to use the Platform, are personal to You, and may not be assigned or transferred by You to any other person or entity. We reserve this right and at our sole and absolute discretion, may assign, in whole or in part, the rights and obligations under these Terms (or any part thereof) to any associated entity or to another entity in connection with a corporate transaction, or any other commercial arrangement, or otherwise. We may, at our discretion, provide an intimation of such assignment to You, which will be binding on the Parties to these Terms.

XXII. FORCE MAJEURE

81. We shall not be liable if any transaction does not fructify or may not be completed or for any failure on our part to perform any of our obligations under these Terms or those applicable specifically to our facilities if such performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such a case, Our obligations shall be suspended for so long as the Force Majeure Event continues.

82. A “Force Majeure Event” shall mean any event due to any cause that is beyond our reasonable control, including without limitation, unavailability of any communication systems, breach or virus in the processes or payment or delivery mechanism, sabotage, fire, flood, earthquakes, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorised access to computer, computer system, computer data, computer network and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corruptive code or program, mechanical or technical errors/failure or power shut down, breach of security and encryption (provided it is beyond our reasonable commercial control), power or electricity failure or unavailability of adequate power or electricity, etc.
    
    

XXIII. GRIEVANCE REDRESSAL MECHANISM

83. We are committed to resolving all grievances in a fair, effective and cost-efficient manner. We seek to resolve any User concerns through our Grievance cell.

84. Grievances relating to investment advisory services shall be addressed to the Compliance Officer of BYLD Wealth at [●]. Grievances relating to distribution services and to the Platform and technology may be raised at [●], and distribution grievances will be handled in accordance with the applicable law. [FLA Comment: Client to include the relevant details.]

85. Every grievance will be provided with a complaint or ticket number which can be used to track the status of the grievance.

86. If the grievance remains unresolved or the resolution provided is unsatisfactory, You may lodge a complaint on SEBI’s SCORES portal at https://scores.sebi.gov.in. You may also avail of the Online Dispute Resolution mechanism through the Smart ODR portal at https://smartodr.in, in each case in accordance with the applicable regulatory framework and procedures prescribed from time to time.
    
    

XXIV. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

87. These Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration provisions below, the courts and tribunals at Mumbai shall have exclusive jurisdiction over any disputes arising under these Terms.

88. The parties shall endeavour to amicably settle any dispute arising in connection with the interpretation, performance, termination of these Terms, or otherwise in connection with these Terms.

89. If no settlement can be reached through consultations between the parties within 15 (fifteen) days of one Party delivering a written notice of the dispute to the other Party (“Dispute Notice”), then such matter shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended or restated from time to time.

90. The arbitration shall be conducted by a sole arbitrator appointed mutually by the parties. The seat and venue of arbitration shall be Mumbai, Maharashtra. The proceedings shall be conducted in English.

91. Nothing in these Terms shall affect Your right, as an investor, to pursue grievance redressal through SEBI’s SCORES platform or the Online Dispute Resolution mechanism under the applicable SEBI framework, which shall prevail to the extent of any inconsistency with the arbitration provisions in these Terms.