Customer Agreement Terms

1. Definitions
Unless the context otherwise requires, capitalised terms used in these Terms shall have the meanings set out below:
1. “Applicable Law” means all statutes, enactments, Acts of the legislature or Parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, circulars, policies, directions, directives, orders, master directions, judgments, decrees, injunctions or awards of any Governmental Authority, statutory authority, board, SRO, court, tribunal, regulated trading venues , as may be in force from time to time and applicable to the Company, the Customer, the Services, any Foreign Securities, any Intermediary, or any transaction contemplated under these Terms, including without limitation: (i) the International Financial Services Centres Authority Act, 2019 and regulations, guidelines and circulars framed thereunder, including the framework for Global Access Provider; (ii) (iii) the Foreign Exchange Management Act, 1999 (“FEMA”) and regulations, rules, directions and the Master Direction on Liberalised Remittance Scheme (“LRS”), and the Foreign Exchange Management (Overseas Investment) Rules, 2022 and Regulations, 2022; (iv) the Income-tax Act, 2025 including provisions on tax collected at source (“TCS”) and Schedule FA; (v) the Digital Personal Data Protection Act, 2023 (the “DPDP Act”) and rules framed thereunder; (vi) the Prevention of Money Laundering Act, 2002 (“PMLA”) and rules thereunder, and IFSCA’s AML/CFT/KYC Guidelines; (vii) regulations of the U.S. Office of Foreign Assets Control (“OFAC”),; (viii) the securities laws, exchange rules, clearing and settlement rules and market-conduct regulations of any other jurisdiction in which any Foreign Security is listed, traded, cleared, settled or held, to the extent applicable; and (ix) any amendments, modifications or re-enactments of any of the foregoing.
2. “Beneficial Interest” means the Customer’s ownership of, and entitlement to the benefits arising from, the Foreign Securities and Funds attributable to the Customer Account, as reflected in the Company’s books and records.
3. “Business Day” means a day (other than a Saturday, Sunday or a public holiday declared under the Negotiable Instruments Act, 1881 or notified by IFSCA) on which (i) scheduled commercial banks in India, (ii) the GIFT IFSC, and (iii) in respect of any Foreign Security, market or transaction, the principal securities market relevant thereto is open for regular business.
4. “Company”, “we”, “us” or “our” means INDmoney Global (IFSC) Private Limited, a company incorporated under the Companies Act, 2013, registered with the International Financial Services Centres Authority (“IFSCA”) as a broker-dealer and Global Access Provider under registration no. IFSCA/GAP/BD/2025-26/002, and having its registered office at Office No. 507, 5th Floor, Pragya II, Block 15-C1, Zone-1, Road No. 11, Processing Area, GIFT SEZ, GIFT City, Gandhinagar – 382355.
5. “Customer”, “You” or “Your” means the natural person who has duly completed the Company’s on-boarding and Know Your Customer (“KYC”) process, has accepted these Terms, and in whose name the Customer Account has been opened and is maintained by the Company.
6. “Customer Account” means the customer account maintained by the Company (on its own books and/or through any Intermediary appointed by it) in the name of the Customer, which records the Beneficial Interest of the Customer in Foreign Securities and Funds held within the Company.
7. “DPDP Act” means the Digital Personal Data Protection Act, 2023.
8. “FATCA/CRS” means the Foreign Account Tax Compliance Act of the United States and the Common Reporting Standard developed by the OECD, as adopted in India, the United States or any other relevant jurisdiction.
9. “Foreign Securities” means securities, financial instruments, units, depositary receipts, exchange-traded funds, fractional interests or any other investment products that are listed, traded or sponsored outside India (in the United States or in such other foreign jurisdictions and markets as the Company may enable from time to time) and that are permitted from time to time by IFSCA and RBI for investment by a Resident Individual through a Global Access Provider.
10. “Funds” means monies (in U.S. Dollars or any other currency) remitted by the Customer to the Company (or to an account designated by the Company), together with interest, dividends, proceeds of sale and other amounts credited to the Customer Account, after deduction of all taxes, fees, charges and lawful set-offs.
11. “Governmental Authority” means any national, State, local or other governmental body, statutory authority, regulator, SRO, court, tribunal, taxation authority, revenue authority, enforcement agency, or any department, agency or instrumentality thereof, having jurisdiction over the Customer, the Company, any Intermediary or any transaction under these Terms.
12. “Intermediary” means any overseas broker-dealer, clearing broker, clearing agent, custodian, sub-custodian, bank, payment service provider, foreign exchange service provider, liquidity provider, market-maker, executing broker, introducing broker, technology service provider, or any other service provider, agent or counterparty, in each case whether located in the GIFT IFSC or any other jurisdiction, as the Company may, in its sole and absolute discretion, from time to time appoint, engage, retain, rely upon, change, replace, substitute or remove for the purposes of providing the Services or any part thereof.
13. “LRS” means the Liberalised Remittance Scheme notified by the Reserve Bank of India under FEMA, which is available only to a Resident Individual and under which such individual is permitted to remit, in aggregate, up to USD 250,000 (or such other limit as may be notified by RBI from time to time) per financial year for permissible current and capital account transactions, including investment in foreign securities, subject to such conditions as RBI may prescribe.
14. “Company’s Broker Account” means the account or accounts opened and maintained by the Company with a foreign broker or other Intermediary, as part of the Company’s own contractual arrangements with that Intermediary, through which Foreign Securities are held and transacted.
15. “Platform” means the mobile application, website, application programming interfaces (APIs), user interfaces, portals, dashboards and any other electronic facility owned, operated or made available by the Company (or any Intermediary) through which the Services are offered.
16. “RBI” means the Reserve Bank of India.
17. “Resident Individual” means an individual resident in India within the meaning of Section 2(v) of FEMA.
18. “Non-Resident Individual” means an individual resident outside India within the meaning of FEMA who is either a Non-Resident Indian or an Overseas Citizen of India cardholder, in each case as defined under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
19. “Eligible Individual” means a Resident Individual or a Non-Resident Individual.
20. “Services” has the meaning ascribed in Section 4.
21. “Terms” means these Customer Terms and Conditions, together with all risk disclosures, fee schedules, product-specific terms, policies and any amendments and modifications thereto issued by the Company from time to time.
2. Acceptance
By (i) clicking an “I Accept”, “I Agree” or similar check-box or button on the Platform; (ii) electronically signing these Terms; (iii) completing the on-boarding process; (iv) remitting Funds to the Company or any account designated by it; or (v) placing any order or availing of any Service, the Customer acknowledges having read, understood and agreed to be legally bound by these Terms, together with all policies, notices, disclosures, consents and annexures referenced herein or separately made available by the Company.
These Terms constitute a legally binding agreement between the Customer and the Company. They govern the use of the Platform and the provision of the Services. The Customer acknowledges that the Company provides Services solely as an IFSCA-registered broker-dealer / Global Access Provider, and not as an investment adviser, portfolio manager, research analyst or distributor, unless the Company separately informs the Customer in writing that it is so registered and has issued separate terms for such services.
3. Eligibility and Customer On-boarding
3.1 The Services are offered only to Eligible Individuals who: (a) are at least 18 years of age and of sound mind; (b) have legal capacity under the Indian Contract Act, 1872 to enter into a binding contract; (c) hold a valid Permanent Account Number (PAN) issued by the Indian Income Tax Department; (d) in the case of a Resident Individual, hold an operative bank account in India with an Authorised Dealer (AD) bank and, in the case of a Non-Resident Individual, hold an operative bank account with a bank outside India from which Funds may lawfully be remitted to the Company and to which Funds may lawfully be repatriated; (e) are not a U.S. Person within the meaning of Regulation S of the U.S. Securities Act of 1933 and are not resident in any jurisdiction where the Services or any Foreign Security would be unlawful or require any additional registration; (f) are not subject to any economic, financial or trade sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, or any other relevant sanctions authority; and (g) satisfy any additional eligibility criteria that the Company or any Intermediary may, in its sole discretion, prescribe from time to time.
3.2 The Customer shall submit all documents, information, declarations and consents required by the Company (or any Intermediary) from time to time, including for purposes of KYC, Customer Due Diligence, Enhanced Due Diligence, beneficial ownership identification, source of funds verification, FATCA/CRS self-certification, risk profiling, suitability assessment, sanctions screening, and transaction monitoring. The Customer shall update such information promptly, and in any event within three (3) days of any change. The Company reserves the right to refuse, suspend or terminate the Customer Account if the Customer fails or refuses to provide such information, or if the information provided is found to be inaccurate, incomplete, false or misleading.
3.3 The Customer may be required to undergo periodic re-KYC as required under Applicable Law, including under the IFSCA AML/CFT/KYC Guidelines, and shall extend full cooperation to the Company and any Intermediary in connection therewith.
4. Services Offered
Subject to Applicable Law, the Terms and acceptance by the Company, the Company may offer, through the Platform, some or all of the following services (collectively, the “Services”):
1. On-boarding of the Customer and opening and maintenance of a Customer Account;
2. Receiving, validating, routing and transmitting the Customer’s orders for the purchase or sale of Foreign Securities for execution through an Intermediary;
3. Arranging for the clearing, settlement and custody of Foreign Securities through one or more Intermediaries,;
4. Maintaining books, records and ledgers identifying the Customer’s Beneficial Interest in Foreign Securities and Funds held with the Company;
5. Processing corporate actions, dividends, distributions, rights, tender offers, proxy voting and similar events relating to Foreign Securities in which the Customer holds a Beneficial Interest, including the collection and crediting of dividends and distributions to the Customer Account net of applicable withholding taxes, duties, fees and charges deducted at source;
6. Providing statements, trade confirmations, tax reports, and other reports as required by Applicable Law or as the Company may make available;
7. Facilitating repatriation of Funds from the Customer Account to the bank account designated by the Customer under Section 3.1(d) in accordance with Applicable Law; and
8. Any other services that the Company may, from time to time, offer through the Platform, consistent with its registration and Applicable Law.
4A. Global Access Framework and Product Classification
The Customer acknowledges that the Services are provided in accordance with the Global Access framework and the directions, circulars, notifications and guidance issued by the IFSCA from time to time, pursuant to which a Global Access Provider is permitted to provide access only to such instruments as qualify as “financial products” under the laws and regulations applicable in the IFSC. Acting in its capacity as a regulated Global Access Provider, the Company shall have the sole and final discretion, exercised in good faith for regulatory compliance purposes, to determine, classify, interpret, re-classify, or otherwise make any regulatory determination in respect of whether any security, instrument or product is eligible to be offered, retained, continued or withdrawn under the Global Access framework.
Where the Company determines whether due to regulatory direction, supervisory guidance, internal risk or compliance consideration, change in Applicable Law or market practice, action or restriction imposed by any Intermediary, exchange or issuer, or otherwise that any security, instrument or product is not eligible, or is no longer eligible, to be offered under the Global Access framework, the Company may, giving prior notice to the Customer where reasonably practicable: (a) suspend, restrict, limit, freeze, delist or discontinue access to such security, instrument or product; (b) refuse to accept, route or execute any order in respect of such security, instrument or product; (c) unwind any existing position in the Customer Account through sale in the market, internal book-transfer, mandatory liquidation, compulsory exit, return to the issuer, transfer agent action, or any other operationally appropriate means, in each case at prevailing market prices; (d) where permissible, transfer such position to another Intermediary, structure or account outside the Global Access framework; and (e) take any other consequential action as may be necessary or appropriate..
4B. No Advice and Execution Only
The Customer acknowledges and agrees that neither the Company, nor any of its directors, officers, employees, representatives or agents: (a) provides the Customer with investment advice, financial advice, tax advice, legal advice, accounting advice, or any recommendation (collectively, “Advice”); (b) offers any opinion as to the suitability or appropriateness for the Customer of any Foreign Security, account type, order, transaction, investment strategy, investment adviser or service level; (c) solicits any order or transaction; (d) monitors the Customer’s investments, holdings, portfolio, risk profile or the appropriateness of the Customer’s Customer Account or service level; (e) provides any legal, tax or accounting advice.
Nothing on the Platform, and no communication from the Company, shall be construed or relied upon as Advice or a solicitation to buy or sell any Foreign Security or to adopt any investment strategy. The Customer shall not seek, accept or rely on any Advice from the Company or any of its representatives, nor on any communication that could be construed as such. Discussions, blog posts, social-media posts, videos, podcasts, webinars, market commentary, news summaries, screeners, model portfolios, watch-lists, factsheets, performance histories and educational content on or linked from the Platform are provided for information and educational purposes only, are not tailored to the Customer’s individual circumstances, and do not constitute Advice.
5. Customer Account
5.1 The Customer's account relationship is with the Company. The Company is registered with IFSCA as a broker-dealer and Global Access Provider, opens and maintains the Customer Account in the Customer's name, holds the Customer's Funds and maintains the ledger recording what the Customer owns. The Company has entered into a legally binding agreement with a regulated foreign broker, under which that broker executes, clears and settles trades and holds the resulting Foreign Securities in custody for the Company's customers.
5.2 The Customer remains the rightful, legal and beneficial owner of the Foreign Securities, which includes the right to receive dividends, interest, distributions, sale proceeds, rights, bonuses and other economic benefits (net of all taxes, fees, charges and lawful set-offs), and to direct the Company to buy, sell or transfer Foreign Securities, in each case subject to and in accordance with these Terms and Applicable Law.
5.3 Dividends, distributions and other corporate action entitlements shall be credited to the Customer Account, and may be subject to deductions (including withholding tax and fees).
5.4 The Company shall at all times (a) maintain books and records that clearly identify the Foreign Securities and Funds held by the Customer separately from the Company’s proprietary assets; (b) if applicable, require each Intermediary holding Foreign Securities or Funds on behalf of the Company to maintain such assets segregated from the Intermediary’s proprietary assets to the extent required by Applicable Law; and (c) not commingle the Customer’s Funds with the Company’s proprietary funds, save to the extent permitted by Applicable Law and necessary for the operational execution of transactions.
5.5 The Customer's contractual relationship is with the Company and not with any Intermediary. The Customer should therefore raise any question or complaint relating to the Services with the Company, which is responsible for addressing it, including through the grievance redressal process in Section 22. The Customer will not ordinarily be able to bring a claim directly against an Intermediary.
5.6 The Customer Account shall be in the sole name of the Customer. Joint accounts, minor accounts (other than as specifically permitted under Applicable Law and expressly accepted by the Company), and accounts held in a fiduciary, trustee or nominee capacity are not permitted unless separately agreed in writing.
5.7 The Customer shall access the Customer Account and the Platform using the credentials (including OTP, biometric authentication etc.) issued to or set up by the Customer. The Customer shall be solely responsible for the security and confidentiality of such credentials. Any instruction, order or action placed using such credentials shall be deemed to have been issued by the Customer, and the Company shall be entitled to rely upon and act on such instructions without further verification. The Customer shall immediately notify the Company of any actual or suspected unauthorised access, use or breach of security.
5.8 A Customer Account shall be classified as ‘Dormant’ where the account holder has neither executed any trade nor credited funds to their wallet for a continuous period exceeding 12 months from the date of onboarding, or such other period as may be prescribed by the Company in accordance with Applicable Law. Upon such classification, the Company reserves the right to restrict account functionalities. Reactivation of a Dormant Account shall be conditional upon the account holder successfully completing such identity verification and/or KYC procedures as the Company may prescribe from time to time.
5.9 The Customer acknowledges and agrees that any online payment service made available by or through the Platform (including the creation, activation, modification or revocation of payment mandates, e-NACH mandates, auto-debit, auto-pay, standing instructions, recurring payment arrangements, UPI auto-pay and similar arrangements) is used by the Customer at the Customer’s own risk and responsibility. The Customer shall be solely responsible for: (a) the correctness and validity of any mandate or instruction provided by the Customer; (b) the sufficiency of funds in the underlying bank account on each applicable debit date; (c) timely revocation, modification or cancellation of any mandate or instruction no longer required; and (d) any consequence of any dispute, reversal, return, recall, charge-back,dishonour or failure initiated by or arising from the Customer, the Customer’s bank or any payment service provider. The Company shall not be liable for any loss, inconvenience or consequence arising from the Customer’s failure to perform any of the foregoing, or from any unauthorised use of the Customer’s credentials, devices or instruments.
5.10 The Customer Account is presently structured and held by the Company in accordance with the extant IFSCA Guidelines (including the Global Access framework). The Customer Account may be subject to change due to change in regulatory conditions, change of Applicable Laws or due to securities of Foreign jurisdiction which Customer may opt-in,
6. Appointment, Change and/or Replacement of Intermediaries:
The Customer acknowledges, accepts and consents that the Company shall have the sole discretion to select, appoint, engage, retain, rely upon, instruct, change, replace, add, remove or substitute any one or more Intermediaries (including any overseas broker-dealer, clearing broker, clearing agent, custodian, sub-custodian etc) for the purposes of providing the Services, any part thereof, or any related activity, at any time and from time to time, in each case subject to Applicable Law. Such discretion shall at all times be exercised subject to Applicable Law and the Company’s duty of good faith in the performance of the Services.
7. Orders, Execution and Settlement
7.1 The Customer may place orders for the purchase or sale of Foreign Securities through the Platform during the permitted trading hours notified by the Company. Orders shall be placed in such form and with such order types (including market, limit, stop, good-till-cancelled, fractional) as the Company may make available. Each order shall be deemed an unconditional instruction by the Customer to the Company to effect the transaction on the terms specified.
7.2 The Company shall validate each order against the Customer’s available Funds, holdings, permissions, position limits, concentration limits, risk-checks, sanctions screening and such other controls as it considers appropriate. Validated orders shall be routed to the applicable Intermediary for execution. The Company may aggregate the Customer’s order with orders of other customers for operational efficiency, and shall allocate executions fairly and equitably.
7.3 Orders shall be executed by an Intermediary on the foreign exchange where the relevant Foreign Security is traded, subject to the rules of such venue and the Intermediary. The Company makes no representation or warranty that any order will be executed, will be executed at a particular price or within a particular time, or will be executed in full or in part. Executed orders may be cancelled, reversed or busted by the relevant exchange, Intermediary or regulator in accordance with Applicable Law, and the Customer shall be bound by any such cancellation, reversal or bust. The Company’s agreement with the foreign broker requires the broker to handle orders in accordance with the rules applicable to it in its jurisdiction. The Customer acknowledges that order-handling and execution standards in a foreign market may differ from those applicable in India or the IFSC, that in certain markets or for certain products a broker may act as principal or counterparty to a transaction.
7.4 The Company and/or any Intermediary reserves the right, at any time and without prior notice, to reject, cancel, restrict, modify, delay, suspend or liquidate any order or position where: (a) Applicable Law so requires; (b) the Customer has insufficient Funds or holdings; (c) a risk, compliance, sanctions, AML, market-integrity or operational concern is identified; (d) position or concentration limits are or would be breached; (e) trading in the Foreign Security has been halted, restricted or suspended; or (f) the Company or Intermediary considers such action necessary or appropriate. The Company shall not be liable for any loss arising out of any such action, save for loss directly resulting from its own gross negligence, wilful misconduct or fraud.
7.5 Foreign Securities settle in accordance with the settlement cycle applicable to the relevant market (e.g., T+1 in the United States, or such other cycle as may be in force in the relevant market). Foreign currency conversions required for settlement shall be effected at rates made available by the Company’s banker, foreign exchange service provider or Intermediary, which may include a spread, margin or fee retained by them and/or by the Company.
7.6 Where the Company makes fractional ownership of Foreign Securities available, the Customer acknowledges that a fractional Beneficial Interest: (a) may not be freely transferrable off-Platform; (b) may be rounded, liquidated or converted in specified circumstances (including account closure or a change of Intermediary); (c) may not carry voting rights; and (d) is subject to the terms of the Intermediary facilitating fractionalisation.
7.7 The Company does not, extend any margin loan, leverage or borrowing of any kind, or offer margin or leveraged trading to the Customer, notwithstanding the account-type designation described in Section 7.10. If margin lending or any similar credit facility is introduced in future, it shall be subject to separate written terms accepted by the Customer and shall be subject to Applicable Law and such limits as IFSCA/RBI may prescribe.
7.8 All market data, quotations, last-traded prices, indicative prices, bid-offer depth, charts, fundamental information, corporate-action data, news, ratings, research, analytics and other information displayed on or disseminated through the Platform (collectively, “Market Data”) is provided on an “as is” and “as available” basis. Market Data is typically sourced from one or more Intermediaries, exchanges and third-party data providers, and there may be delays, omissions, errors, inaccuracies, gaps or interruptions in Market Data. None of the Company, any Intermediary or any third-party provider of Market Data makes any warranty or representation whether express or implied as to the accuracy, accessibility, adequacy, availability, completeness, correctness, currentness, fitness for any particular purpose, merchantability, non-infringement, timeliness, title or uninterrupted availability of any Market Data, nor that any automated or manual system delivering Market Data will operate uninterrupted or error-free. The Customer shall not rely on Market Data as a substitute for an execution quotation, and the Customer’s actual execution price may differ from any price displayed as Market Data.
7.9 Where the Company makes available the ability to place orders outside the regular trading hours of the principal market for any Foreign Security (including pre-market, after-hours, overnight or 24-hour trading sessions, collectively “Extended-Hours Trading”), the Customer acknowledges and accepts that Extended-Hours Trading carries materially higher risks than trading during regular market hours, including: (a) lower liquidity and reduced depth of book; (b) higher volatility and more rapid price changes; (c) the impact of news, corporate announcements, earnings releases or macro-economic data released outside regular hours; (d) reduced availability of market-makers, order types, market data and related functionality; and (e) potential execution on trading venues that may operate under different rules or risk characteristics.
7.10 The Customer Account is a zero-leverage, margin-type account designation for the purposes of U.S. securities regulation (including Regulation T of the Board of Governors of the U.S. Federal Reserve System). This designation is operational in nature: it permits the proceeds of a sale of a Foreign Security to be applied towards further purchases without awaiting settlement of that sale, and permits intra-day and same-day transactions, in each case without the settled-funds restrictions and “good faith violation” framework applicable to cash accounts. In respect of markets outside the United States, the equivalent account designations and settlement conventions of the relevant market, exchange, clearing system or Intermediary shall apply.
Notwithstanding such account designation: (a) the Company does not offer, and the Customer is not entitled to, any margin loan, leverage, borrowing, short selling or extension of credit of any kind; (b) the Customer may purchase Foreign Securities only to the extent of the Funds (including unsettled sale proceeds of the Customer’s own Foreign Securities) available in the Customer Account, and the Platform is intended to reject orders exceeding such available Funds; (c) no interest-bearing debit balance is intended to arise in the Customer Account; and (d) no remittance made by the Customer is, or shall be applied as, margin for any transaction. The Customer acknowledges and agrees that the account designation is a classification of the Customer Account under the rules of the relevant market, does not constitute margin trading, leveraged trading or borrowing by the Customer for the purposes of FEMA, the LRS or the OI Rules, and does not change the requirement that the Customer’s investments be fully paid from the Customer’s own remitted Funds.
8. Custody of Funds and Securities
8.1 Foreign Securities shall be held in custody by one or more Intermediaries appointed by the Company pursuant to Section 6, in such form (including street name, nominee holding, DTC book-entry form, CSD book-entry form, or fractional form) as is customary or required in the relevant market. The Company shall exercise care in the selection and monitoring of such Intermediaries, and shall require each Intermediary holding Foreign Securities for the Company’s customers to hold them segregated from the Intermediary’s own assets in accordance with the rules applicable to it.
8.2 The Company shall maintain on its books a client-segregated ledger reflecting, for each Customer Account, the Foreign Securities and Funds attributable to that Customer Account. Such ledger shall form the primary evidence of the Customer’s Beneficial Interest, subject to reconciliation with records maintained by the Intermediary. Funds of all customers participating in global access are routed through, and held in, a bank account maintained by the Company with an International Banking Unit in the GIFT IFSC, which is kept separate from the Company’s proprietary funds.
8.3 The Customer acknowledges that Funds held within the Customer Agreement may not attract any interest. The Company holds the Customer’s funds in trust and Company is under no obligation to pay interest on the said Funds.
8.4 The Company shall not pledge, re-hypothecate, lend or otherwise encumber the Customer’s Foreign Securities for the Company’s proprietary account, and shall require each Intermediary to comply with the corresponding restrictions imposed by Applicable Law (including, in the United States, Rules 8c-1 and 15c2-1 under the U.S. Securities Exchange Act of 1934). If, in future, the Company proposes to introduce any securities lending or margining programme that permits the use of Customer Foreign Securities, such programme shall be subject to a separate written consent from the Customer.
9. Corporate Actions, Dividends and Voting Rights
9.1 The Company shall process mandatory corporate actions (including stock splits, reverse splits, bonus issues, mergers, demergers, redemptions and similar events) on a pass-through basis, allocating the economic effect to each Customer Account in proportion to the Customer’s Beneficial Interest as of the applicable record date. For voluntary corporate actions (including rights offerings, tender offers, exchange offers and dividend reinvestment options), the Company may, at its discretion, offer the Customer the ability to elect through the Platform. Failure to make a timely election within the cut-off notified by the Company shall be deemed to be an election in favour of the default option (typically, non-participation in the voluntary action).
The Customer authorises the Company to appoint third-party service providers for enabling customers to participate in: (a) voting and corporate action elections, and (b) class action filing and settlement processing, including executing any agency arrangements required by such providers; and (c) any other related service. The Customer acknowledges it may be bound by settlement terms, including releases, where a settlement payment is obtained on its behalf.
9.2 Dividends and distributions declared in respect of Foreign Securities in which the Customer holds a Beneficial Interest shall be credited to the Customer Account after deduction of (i) any withholding tax at source at the rates applicable in the country of the issuer or the relevant market, with treaty relief where available subject to prescribed documentation (for example, in the case of U.S. securities, generally 30%, reduced to 25% under the India-U.S. Double Taxation Avoidance Agreement upon submission of a valid IRS Form W-8BEN by the Customer, subject to Applicable Law); and (ii) any fees, custodian charges, ADR pass-through fees and similar charges.
10. Fees, Charges, Taxes and Pass-Throughs
10.1 The Customer shall pay to the Company (and, where applicable, to any Intermediary) all fees, commissions, brokerage, platform charges, subscription fees, foreign exchange conversion spreads or fees, wire transfer charges, custodial fees, regulatory and pass through charges, corporate action processing fees, account maintenance fees, withdrawal fees, account closure fees, transfer fees and any other charges at the rates disclosed under Pricing page of Company’s website.
10.2 All Company fees are exclusive of Goods and Services Tax (GST) and other Indian indirect taxes, which shall be charged at the applicable rate and be payable by the Customer.
10.3 The Customer authorises the Company to debit the Customer Account with all amounts due to the Company or any Intermediary in connection with the Services, and to set off any such amounts against any Funds, sale proceeds or credits in the Customer Account. The Company shall have a general lien and right of set-off over all Funds and Foreign Securities held for the Beneficial Interest of the Customer in respect of any amount due by the Customer under these Terms.
10.4 The Company may revise its Fees from time to time by giving the Customer at least seven (07) calendar days’ prior notice through the Platform, e-mail or other electronic means, as it may deem fit. Continued use of the Services after the effective date of such revision shall constitute the Customer’s acceptance of the revised fees. Regulatory pass-through charges may be revised with such shorter notice as may be necessary to reflect changes at source.
11. Statements, Confirmations and Electronic Communications
11.1 The Customer consents to the delivery of all trade confirmations, tax statements, notices, disclosures, risk disclosures and all other communications in electronic form, through the Platform, by e-mail or by any other electronic means. The Customer shall be responsible for maintaining a valid e-mail address and for accessing the Platform at appropriate intervals.
11.2 All electronic communications shall be deemed to have been received by the Customer on the date they are sent or posted on the Platform.
11.3 The Customer shall examine each contract note, confirmation and statement promptly upon receipt and shall notify the Company in writing of any error, omission or discrepancy within seven (7) days of receipt. In the absence of such a notification within the stipulated period, the contents shall be deemed accepted by the Customer, save in the case of manifest error or fraud.
12. The Customer represents, warrants and covenants to the Company, on a continuing basis, that:
1. The Customer is an Eligible Individual and satisfies each eligibility requirement in Section 3.1 on the date of acceptance of these Terms and on the date of placing each order.
2. All information, documents, declarations and consents provided by the Customer are true, correct, complete, accurate and not misleading in any material respect, and the Customer shall promptly notify the Company of any change.
3. The Customer has the full legal capacity, power and authority to enter into these Terms, to place orders, to remit Funds in accordance with Applicable Law (including, in the case of a Resident Individual, under LRS), and to perform all obligations under these Terms.
4. The Customer is the sole beneficial owner of all Funds remitted and all Foreign Securities held for the Customer’s Beneficial Interest, and such Funds and Foreign Securities are not derived from and shall not be applied towards any unlawful activity, including any predicate offence under PMLA.
5. The Customer is not a U.S. Person, is not resident in any jurisdiction where the Services would be unlawful, and is not a Politically Exposed Person or a person connected to a PEP (except as disclosed in writing and accepted by the Company).
6. The Customer is not subject to any sanctions administered by OFAC, the UN, the EU, or any other relevant sanctions authority, and shall not cause the Company or any Intermediary to breach any sanction.
7. The Customer shall comply with all Applicable Law, including FEMA and, where applicable, LRS, the Income-tax Act, 1961 (or, as applicable, the Income-tax Act, 2025), the PMLA and the DPDP Act, in connection with the Customer’s use of the Services.
8. The Customer understands that the Services are offered on a non-advisory, execution-only basis, and the Customer has taken, or has expressly elected not to take, independent legal, tax, financial and investment advice before entering into these Terms and placing any order.
9. The Customer has read and understood the risk disclosures set out in these Terms and the Risk Disclosure Statement made available on the Platform, and accepts all risks described therein.
10. The Customer shall not engage in any activity on the Platform that could constitute market abuse, insider trading, market manipulation, front-running, spoofing, layering, wash trades, circular trading, or any similar prohibited practice under any Applicable Law.
11. The Customer shall maintain the confidentiality of the Customer’s credentials, and shall be responsible for all activities under the Customer Account.
13. Prohibited Activities; Anti-Money Laundering; Sanctions
13.1 The Customer shall not, directly or indirectly, use the Services or the Platform: (a) for any unlawful purpose or in violation of Applicable Law; (b) to transmit funds derived from, or intended for, any unlawful activity, including any predicate offence under PMLA or the U.S. Bank Secrecy Act; (c) to deal in any Foreign Security in breach of any sanctions, export control or anti-terrorism law; (d) to engage in any form of market abuse; (e) to impersonate any person, provide false information, or open a Customer Account in any name other than the Customer’s own; (f) to access the Platform by any automated means not expressly authorised by the Company (including bots, scrapers, scripts, high-frequency trading engines or similar means); or (g) to disrupt or circumvent any security, integrity or operational feature of the Platform.
13.2 The Customer shall cooperate fully with the Company and each Intermediary in the discharge of their AML/CFT/KYC obligations under Applicable Law, and shall promptly provide any document, declaration or information requested. The Company shall be entitled to freeze, block, suspend or close the Customer Account and to report the Customer or any transaction to any Governmental Authority where required by Applicable Law, without incurring any liability to the Customer.
13.3 The Company (directly or through any Intermediary) shall conduct ongoing sanctions and adverse-media screening on the Customer and on counterparties involved in transactions. The Customer authorises such screening and acknowledges that the Company may reject, freeze or reverse any transaction involving a sanctioned person, entity, jurisdiction or asset.
14. Data Protection and Privacy
14.1 For the purposes of the DPDP Act and rules framed thereunder, the Company is a Data Fiduciary in respect of the Customer’s personal data processed in connection with the Services. The Customer is the Data Principal.
14.2 The Company shall process the Customer’s personal data in accordance with its Privacy Notice, made available on the Platform, which forms part of these Terms. By accepting these Terms, the Customer provides free, specific, informed, unconditional and unambiguous consent to the Company’s processing of the Customer’s personal data for the specified purposes, including (a) on-boarding, KYC, sanctions screening, risk profiling, identity verification, and fraud prevention; (b) provision and management of the Services, Customer Account and Platform; (c) compliance with Applicable Law, responses to regulatory and law-enforcement requests, and reporting to Governmental Authorities; (d) account statements, communications and customer support; (e) analytics, security monitoring, and improvement of the Platform; and (f) such other purposes as are notified in the Privacy Notice.
14.3 The Customer consents to the sharing of the Customer’s personal data with the Intermediaries (including overseas broker-dealers, custodians, clearing agents, banks, payment service providers and technology service providers), whether located in India, the United States, GIFT IFSC or any other jurisdiction, as necessary for providing the Services. The Customer acknowledges and expressly consents to such cross-border transfer of personal data, including to the United States and any other jurisdiction to which the DPDP Act permits transfer of personal data from time to time, subject to appropriate safeguards. The Company shall use commercially reasonable efforts to require Intermediaries to observe standards of protection equivalent to those applicable to the Company.
14.4 The Company shall retain personal data for the duration of the customer relationship and for such further period as is required under Applicable Law (including anti-money laundering, tax and securities laws), after which it shall be erased or anonymised unless retention is required or permitted under Applicable Law.
14.5 The Customer may exercise, through the channels set out in the Privacy Notice, the rights conferred by the DPDP Act, including the right to (a) access information about processing; (b) correction, completion, updating and erasure of personal data; (c) grievance redressal; and (d) nominate another individual to exercise rights in the event of the Customer’s death or incapacity. The Customer may withdraw consent, subject to the continuing legal right of the Company to process personal data on any other lawful ground recognised by the DPDP Act (including compliance with Applicable Law and enforcement of legal claims); the Customer acknowledges that withdrawal of consent may render the continued provision of the Services impracticable.
14.6 The Company shall implement reasonable security safeguards to protect personal data, commensurate with the nature, scope and purposes of processing, including access controls, encryption in transit and at rest, secure authentication, periodic testing, and incident response procedures..
14.7 In the event of a personal data breach within the meaning of the DPDP Act affecting the Customer’s personal data, the Company shall notify the Data Protection Board and the Customer in accordance with the DPDP Act.
15. Risk Disclosures:
The Customer acknowledges and accepts the risks set out below, and in the more detailed Risk Disclosure Statement available at the Mandatory Disclosures web link - https://www.indmoney.com/page/mandatory-disclosures :
1. Market Risk: Investments are executed in markets outside the IFSC, which operate under different laws, trading hours, holiday calendars, disclosure norms, and investor-protection standards. Prices may fluctuate due to local or global market conditions.
2. Currency Risk: Foreign investments are subject to exchange-rate fluctuations. Adverse currency movements may reduce or negate investment gains when converted to the investor’s base currency.
3. Custody Risk: Securities or funds may be held with foreign brokers, custodians, or other intermediaries. Their insolvency, operational failure, or negligence could lead to partial or total loss of investments.
4. Liquidity and Settlement Risk: Settlement cycles and market liquidity may differ across jurisdictions. Variations in market practices or operational processes could cause delays in execution or settlement of trades.
5. Technology and Time-Zone Risk: Orders placed through electronic systems across different time zones are exposed to latency, outages, or price gaps due to time-zone differences and system dependencies.
6. Product and Suitability Risk: Products available in foreign markets may be complex and involve higher risk than domestic instruments. Investors must ensure that such products suit their financial condition, objectives, and risk tolerance.
7. Regulatory and Legal Risk: Foreign investments are governed by the laws and regulations of the relevant jurisdiction. Investor-protection standards, disclosure requirements, dispute-resolution mechanisms, and supervisory frameworks may vary from those in India or the IFSC. Investors should remain informed of applicable regulatory changes.
8. Taxation Risk: Investments may attract taxes, withholding, or reporting obligations in both India and the foreign jurisdiction. Tax treatment is subject to change without notice. Investors are responsible for ensuring compliance with all applicable tax laws and maintaining adequate records.
9. Remittance and Regulatory Compliance Risk: All fund transfers must comply with the applicable laws of India, the IFSC, and the foreign jurisdiction, including, for a Resident Individual, the Reserve Bank of India’s Liberalised Remittance Scheme (LRS) and, for a Non-Resident Individual, the rules applicable under FEMA to investment and repatriation by persons resident outside India. Changes in those rules, including LRS limits, permissible purposes, TCS rates, reporting requirements or repatriation obligations, may affect the Customer’s ability to invest, hold, add to or repatriate. Any breach of such rules may attract regulatory or penal action.
10. Withholding Tax Risk: Dividends and, in certain cases, interest and sale proceeds may be subject to withholding tax at source (e.g., 30% on U.S. dividends for non-U.S. persons, reducible under the India-U.S. DTAA to 25% on submission of a valid W-8BEN). Withholding rates, treaty relief and documentation requirements differ by country of issuer and market, and treaty relief may not be available in every market. Estate tax and other taxes may apply in the country of the issuer.
11. U.S. Estate Tax Risk: Foreign Securities that are “U.S. situs assets” (including equity securities of U.S. issuers) may be subject to U.S. federal estate tax on the death of the Customer at rates up to 40%, with very limited exemptions available to non-resident aliens. Other jurisdictions may impose estate, inheritance, gift or similar taxes on securities situated or registered in those jurisdictions. The Customer should consult independent tax advice and consider appropriate estate planning.
12. Fractional Share Risk: Fractional interests may be less liquid, may not carry voting rights, and may be subject to rounding, liquidation or conversion in specified circumstances.
13. Operational Risk: Errors, delays, bugs, human mistakes and force majeure events may affect the Services. Some risks are not insurable or indemnifiable.
14. Concentration Risk: Concentration of the Customer’s portfolio in any single Foreign Security, sector, geography or currency may amplify losses.
15. No Guarantee of Returns: Past performance is not indicative of future results. The Company does not guarantee any return, yield, income or performance.
16. Conflicts of Interest
The Customer acknowledges that the Company, its affiliates, directors, officers, employees and associated persons may, from time to time and consistent with Applicable Law: (a) hold proprietary positions in the same or similar Foreign Securities as the Customer; (b) receive rebates, revenue share, payment for order flow, markups, spreads, or other forms of remuneration from Intermediaries; (c) deal with Intermediaries that are affiliates of the Company. The Company shall manage such conflicts in accordance with a conflict-of-interest policy adopted under Applicable Law and, to the extent required, disclose such conflicts to the Customer.
17. Intellectual Property and Platform Licence
All intellectual property rights in and to the Platform, including all software, APIs, user interfaces, databases, content, graphics, trade marks, service marks, trade names, know-how and designs (other than data provided by the Customer), are the sole and exclusive property of the Company or its licensors. The Company grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the Platform solely for personal, non-commercial use in connection with the Services. The Customer shall not copy, modify, decompile, reverse engineer, distribute, rent, lease, publish, display or create derivative works of the Platform, or remove any proprietary notice. Any feedback provided by the Customer may be used by the Company without restriction.
18. Taxation
18.1 The Customer shall be solely responsible for understanding and complying with all tax obligations applicable to the Customer in India, the United States and any other relevant jurisdiction, including income tax, capital gains tax, withholding tax, stamp duty, GST, estate tax and, in the case of a Resident Individual, TCS and Schedule FA reporting.
18.2 The Customer acknowledges, without limitation, that: (a) the Customer’s liability to tax in India on gains and income from Foreign Securities depends on the Customer’s residential status under the Income-tax Act; (b) for a Resident Individual, gains from the sale of Foreign Securities are taxable in India as short-term or long-term capital gains at the prescribed rates, dividends are taxable at applicable slab rates with credit available for U.S. federal withholding tax under the India-U.S. DTAA subject to prescribed procedures (including Form 67), remittances under LRS are subject to TCS at source, and holdings and income from Foreign Securities must be disclosed in Schedule FA of the Customer’s Indian income tax return; (c) a Non-Resident Individual is not eligible to remit under LRS, is not subject to TCS on remittances made from outside India, and is not required to file Schedule FA, but may be liable to tax in the Customer’s jurisdiction of residence and, where applicable, in India; and (d) non-disclosure or non-payment may attract penal consequences under Applicable Law.
18.3 Income, gains and distributions in respect of Foreign Securities may be subject to tax, withholding and reporting in the country of the issuer or of the relevant market, at the rates and subject to the procedures prescribed in that jurisdiction, with treaty relief (where available) subject to the Customer providing the required documentation. In respect of U.S.-source income, the Customer shall furnish a valid IRS Form W-8BEN (or any successor form or a W-9 if applicable) and any other U.S. tax documentation requested by the Company or any Intermediary. U.S. federal withholding tax (generally 30%, reducible to 25% on dividends and certain other income under the India-U.S. DTAA) shall apply. Interest on certain debt securities may qualify for the portfolio interest exemption. The Customer acknowledges U.S. estate tax exposure on U.S.-situs assets (as described in Section 15), and is solely responsible for any U.S. tax filings.
18.4 The Customer consents to the collection, reporting and exchange of information under FATCA, CRS and equivalent regimes, in accordance with Applicable Law and the declarations made by the Customer.
18.5 The Company does not provide tax advice. Any tax summaries, reports or estimates made available by the Company are provided for convenience only, may not be accurate for all Customers or all circumstances, and must not be relied upon as tax advice. The Customer is urged to obtain independent advice from a qualified chartered accountant or tax adviser.
19. Limitation of Liability; Disclaimers; Indemnity
19.1 To the maximum extent permitted by Applicable Law, the Services and the Platform are provided on an “as is” and “as available” basis, without any representation, warranty or condition of any kind, express or implied, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, timeliness, uninterrupted availability or non-infringement.
19.2 Without prejudice to Section 19.1, the Company shall have no liability to the Customer for any loss, damage, cost or expense arising out of or in connection with: (a) acts, omissions, insolvency, default, fraud, negligence or suspension of any Intermediary, exchange, trading venue, clearing house, depository, transfer agent, registrar, banker, payment service provider or telecommunications provider; (b) market movements, volatility, halts, limit-up/limit-down events, circuit-breakers, flash-crashes, trading suspensions or delistings; (c) any decision by a Governmental Authority, exchange or Intermediary to restrict, suspend, cancel, bust, reverse or modify any transaction or trading facility; (d) force majeure events as described in Section 20; (e) the Customer’s reliance on any information, research, data, tools or educational content on the Platform; (f) fluctuations in foreign exchange rates; (g) any tax withholding or levy; (h) any failure, error or delay in the Customer’s internet connectivity, device, browser, operating system or third-party application; (i) hardware or software malfunction of the Platform, any Intermediary’s systems, or any third-party system or network; (j) delays, outages, interruptions or failures arising from the Company’s scheduled or unscheduled servicing, updating, patching, maintenance or upgrading of the Platform or its integrations; (k) any errors, delays, omissions or inaccuracies in Market Data; (l) any economic, political, regulatory or governmental action taken by any Governmental Authority, whether in the Customer’s country of residence or in any country in which any Foreign Security is issued, traded or settled; or (m) any other cause beyond the Company’s reasonable control. Nothing in this Section 19.2 shall exclude liability arising from the Company’s gross negligence, wilful misconduct or fraud.
19.3 To the maximum extent permitted by Applicable Law, the Company’s aggregate liability to the Customer (in contract, tort, statute or otherwise) arising out of or in connection with these Terms, the Services or the Platform shall not exceed the higher of (a) the total fees actually paid by the Customer to the Company in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) INR 10,000. The Company shall in no event be liable for any indirect, consequential, special, incidental, punitive or exemplary damages, loss of profit, loss of business opportunity, loss of goodwill or loss of data, even if advised of the possibility of such damages. Nothing in these Terms shall exclude or limit liability for fraud, gross negligence, wilful misconduct or any other liability that cannot be excluded or limited under Applicable Law.
19.4 The Customer shall indemnify and keep indemnified the Company, its affiliates, directors, officers, employees, agents and Intermediaries (the “Indemnified Parties”) against all losses, damages, claims, actions, suits, proceedings, penalties, fines, liabilities, costs and expenses (including reasonable legal fees) incurred by any Indemnified Party, arising out of or in connection with (a) any breach of these Terms by the Customer; (b) any inaccuracy in any representation, warranty or covenant of the Customer; (c) any violation by the Customer of Applicable Law (including FEMA/LRS, Income-tax Act, PMLA, DPDP Act, sanctions and U.S. securities laws); (d) any act of fraud, gross negligence or wilful misconduct by the Customer; (e) any claim by a Governmental Authority in connection with the Customer’s activities; and (f) any third-party claim arising out of or in connection with the Customer’s use of the Services or the Platform.
20. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under these Terms (other than an obligation to pay money that has already fallen due) to the extent such failure or delay is caused by a Force Majeure event, including acts of God, natural disasters, extreme weather, pandemics, epidemics, war (declared or undeclared), terrorism, insurrection, civil unrest, embargoes, sanctions, strikes, lockouts, industrial action, failure or interruption of telecommunications, internet, utility, cloud, satellite or payment systems, cyber-attack, ransomware, exchange/market-wide halts or limit-up/limit-down events, acts or orders of any Governmental Authority, or any other event beyond the reasonable control of the affected Party. The affected Party shall make reasonable efforts to mitigate the effect of such event and resume performance.
21. Suspension and Termination; Transfer of Positions
21.1 The Company may, at any time and without prior notice, suspend, restrict, limit, block or freeze the Customer Account, in whole or in part, where: (a) Applicable Law, any Governmental Authority, or any Intermediary so requires or requests; (b) the Company suspects any breach of these Terms, any AML/CFT concern, any sanctions concern, any fraud, any unauthorised access, or any market abuse; (c) a dispute, claim, attachment, garnishment or other legal process affects the Customer Account; (d) an event of force majeure affects the Services; or (e) the Company determines, in good faith, that such action is necessary for the protection of the Company, any Intermediary, the Platform or any other customer.
21.2 The Customer may terminate these Terms and close the Customer Account at any time, subject to (a) completion of pending transactions; (b) liquidation or transfer of all Foreign Securities held for the Customer’s Beneficial Interest; (c) repatriation of all Funds in accordance with Applicable Law and the separate remittance terms and conditions if made available by the Company; and (d) payment of all amounts due to the Company and any Intermediary. Termination shall take effect on completion of all such actions.
21.3 The Company may terminate these Terms or close the Customer Account on fifteen (15) days’ written notice for convenience, or with immediate effect where: (a) the Customer breaches these Terms in a material respect and fails to cure within the cure period specified (if curable); (b) the Customer becomes insolvent, incapacitated or deceased; (c) the Customer is or becomes ineligible under Section 3; (d) the Customer fails or refuses to provide information required by the Company or any Intermediary; (e) the Company is directed by a Governmental Authority to do so; or (f) the Company withdraws the Services or ceases to operate.
21.4 On termination of these Terms, the Company shall: (a) liquidate, transfer or repatriate the Customer’s Beneficial Interest (as applicable and as the Customer may direct) in accordance with Applicable Law; (b) deduct all amounts due to the Company and any Intermediary (including termination fees, conversion fees, wire fees and taxes) from the Customer Account; and (c) share all necessary records to enable the Customer to comply with Applicable Law (including tax and Schedule FA reporting).
21.5 In the event of termination or a change in regulatory regime that requires a transfer of the Customer’s positions, the Customer authorises the Company to effect such transfer (in specie or in cash, directly or through an Intermediary) to such account as the Customer may direct in writing, subject to Applicable Law. Where the Customer does not provide acceptable instructions within the period notified by the Company, the Company may liquidate the Customer’s positions and repatriate the net proceeds to the bank account designated by the Customer under Section 3.
22. Grievance Redressal
The Company has put in place a grievance redressal mechanism consistent with IFSCA requirements. The Customer may submit a grievance by following the process laid down in the Policy on Complaint Handling and Grievance Redressal - Global Access (web link - https://www.indmoney.com/page/grievance-redressal-policy-global-access ).
23. Dispute Resolution, Governing Law and Jurisdiction
23.1 In the event of any dispute, controversy, claim or difference arising out of or in connection with these Terms, the Services or the Platform (a “Dispute”), the Parties shall first attempt to resolve the Dispute through good-faith discussions for a period of thirty (30) calendar days.
23.2 If the Dispute is not resolved within the period in Section 23.1, it shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended), or under the arbitration framework of the International Financial Services Centres Authority / GIFT IFSC (if the IFSCA makes such a framework applicable to Disputes of this nature), as the Company may elect. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties; failing agreement, the arbitrator shall be appointed in accordance with the applicable rules. The seat of arbitration shall be GIFT City, Gandhinagar, Gujarat, India. The language of arbitration shall be English. The award shall be final and binding, and may be enforced in any court of competent jurisdiction.
23.3 These Terms shall be governed by and construed in accordance with the laws of India, without regard to any conflict of laws principles. Matters relating to the execution, clearing, settlement or custody of Foreign Securities in any market may additionally be subject to the laws, rules and market practices of that market and of its regulators, exchanges, clearing and settlement systems and self-regulatory organisations (including, in the United States, U.S. federal securities laws and the rules of the SEC, FINRA and applicable U.S. exchanges), to the extent applicable.
23.4 Subject to Section 23.2, the courts at GIFT City / Gandhinagar, Gujarat, India shall have exclusive jurisdiction over all Disputes and over any application in aid of or in relation to arbitration proceedings.
23.5 Nothing in this Section 23 shall prevent either Party from seeking interim, injunctive or other equitable relief from a court of competent jurisdiction to preserve rights pending arbitration.
24. Amendments and Modifications
The Company may amend or modify these Terms from time to time, in its sole discretion, to reflect changes in Applicable Law, product features, operational requirements, risk profile, Intermediary arrangements or otherwise. Amendments shall take effect upon the updated Terms being posted on the Platform. The Customer is responsible for reviewing the Terms as posted on the Platform from time to time. Continued use of the Services after an amendment takes effect shall constitute the Customer’s deemed acceptance of the amended Terms. Where the Customer does not accept an amendment, the Customer’s sole remedy is to terminate these Terms in accordance with Section 21.2.
25. Notices and Communications
All notices and communications from the Company to the Customer shall be validly given if posted on the Platform or sent to the e-mail address, mobile number or postal address provided by the Customer at the time of on-boarding (or as updated by the Customer). Notices by the Customer to the Company shall be sent to the notice address set out on the Platform, currently Office No. 507, 5th Floor, Pragya II, Block 15-C1, Zone-1, Road No. 11, Processing Area, GIFT SEZ, GIFT City, Gandhinagar – 382355, or by e-mail to the Company’s grievance/support addresses. Notices shall be deemed received on the date of posting/transmission in the case of electronic communications, and three (3) Business Days after dispatch in the case of physical communications.
26. Assignment
The Customer shall not assign, novate or transfer the Customer Account or any right or obligation under these Terms, in whole or in part, to any other person. The Company may assign, novate or transfer these Terms, the Customer Account or any of its rights or obligations hereunder (a) to any affiliate, subsidiary, parent or group company; (b) in connection with a merger, amalgamation, scheme of arrangement, sale of business or similar corporate reorganisation; or (c) where required by Applicable Law or by any Governmental Authority. The Customer hereby consents to any such assignment, novation or transfer by the Company.
27. Survival, Severability and Waiver
27.1 Any provision that by its nature is intended to survive, shall survive the termination or expiry of these Terms.
27.2 If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect under any Applicable Law by a court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the Parties shall replace the invalid provision by a valid and enforceable provision that most closely reflects the original commercial intent of the Parties.
27.3 No delay or omission on the part of a Party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise. All waivers must be in writing.
27.4 Nothing in these Terms shall be construed as creating a partnership, joint venture, agency or employment relationship between the Parties.
27.5 Save for the Indemnified Parties (who may enforce Section 19.4 as if they were parties to these Terms), these Terms do not confer any rights on any person who is not a party to them.