Last updated: 16 August 2023
Elever may periodically modify these Terms and Conditions, and any such modifications will be effective immediately upon posting. We suggest that You periodically check these Terms and Conditions for modifications. If You do not agree to these Terms and Conditions, do not use our Mobile application and/ or the website.
For the purpose of this document, Elever Investment Adviser Private Limited, a private limited company incorporated under the Companies Act, 2013 having its office at 301/302, Third Floor Saket, Callipolis, Sarjapur Main Road, Doddakannelli, Bengaluru – 560035, (“Elever,” “we,” “us” or “our”) acts as the owner of the document. “You” refers to an individual who uses our Mobile application to avail our service, or accesses our website for informational purposes.
Please note that, unless stated otherwise the context or meaning requires, the following expressions that have been used anywhere and everywhere in this document or any document that is provided in relation to this document, shall have the below meaning:
- “Assumptions” mean inputs that are generally accepted and are based on our research and are not obtained from you as part of your inputs.
- “Bank Account” means one or more accounts opened, maintained and operated by you, the Client.
- “Client” means the Person who enters into any Agreement with Elever or is in any way soliciting the services through this document from Elever.
- “Financial Year” means the year starting from April 1 and ending on March 31 of the following year.
- “Parties” means Elever and the Client; and “Party” shall be construed accordingly.
- “Person” includes any individual, partners in partnership, company, body corporate, cooperative society, corporation, trust, society, Hindu Undivided Family or any other body of Persons, whether incorporated or not.
- “Data” means all information pertaining to the client’s financial, personal and future needs which are relevant in the process of creating a Financial Plan.
- “Data entry process” means feeding data pertaining to client’s financial, personal and future needs enabling the process of creating plan.
- “Security or Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof.
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein, Elever and You hereby agree as follows:
I. Using Our Services
- You may make use of our Services through our Mobile application and/ or the website.
- Elever complies with all regulations and compliances as per Indian law and only Indian nationals resident in India can avail our services. If You are accessing our Services from any jurisdiction outside India, the onus of compliance with the local laws lies on You.
- Some of the Services, provided by us or our Service Partners, may have restrictions on use depending on criteria such as, but not limited to, Your place of residence, nationality, age, wealth, source of income/wealth etc. You agree to provide accurate information for us and our Service Partners to comply with such restrictions.
- If You have provided us with Your contact details, such as email or phone number, we may send You announcements, messages or information on our Services and how to use them. You may opt out of some of these messages unless they are necessary for the delivery of Services; for compliance with regulations; or, for information security, for e.g., password change alerts cannot be opted out of.
- You clicking on the “I accept” checkbox is the legal equivalent of Your signing this Agreement and accepting the terms thereof. Utilisation of certain Services shall require Your additional consent which shall be recorded as and when You choose to utilise such Services. Any additional details or information regarding provision of any Services, as required by Applicable Law, shall be displayed to You prior to Your utilisation of any such Services.
- Please don’t misuse, disrupt, interrupt, destroy or limit the functionality of our Services; or try to access them using a method other than the interface and the instructions that we provide. If You do so, we may stop providing our Services to You and pursue legal action against You.
II. Scope of Services
Elever is inter alia in the business of providing investment advisory services in direct market securities through its technology platform. It is registered with SEBI as an Investment Advisor vide Registration No. INA200016102.
You are availing investment advisory services from Elever, as per Your own free will and desire and after duly satisfying Yourself of the credentials, relating to investing in, purchasing, selling or otherwise dealing in securities or investment products, and advice on investment portfolio containing securities or investment products, whether written or oral or through any other means of communication;
Elever’s role would be to deliver investment advisory services to You from time to time including the following:
- evaluate, recommend and advise on suitable investment and divestment opportunities and proposals to and for You and to supervise the implementation of Your investment program;
- analyse the performance of investments and advise You in relation to investment trends, market improvements, political and economic conditions and all other matters likely or which might reasonably be considered to affect Your investment objectives;
- prepare reports in relation to Your investment objectives;
- provide such investment advice as You may reasonably require from time to time;
- keep You informed on matters relating to the Portfolios, including issuing reports outlining the performance of the Investments and other matters as may be agreed;
- do all other things and to provide such other services as may be reasonably requested by You in relation to Your business.
- Elever’s role would be limited to advisory by recommending the Securities to be purchased or sold, portfolio review & financial planning based on risk profiling. Further, the client has complete discretion on timing and execution of the transaction(s).
- Elever shall provide the investment advisory services through its app/website as communicated to You from time to time.
- Elever shall act in a fiduciary capacity towards You at all times. The general objective is to formulate and device investment philosophy to achieve long term growth of capital or generate income or both, by investing in assets, which generate reasonable return and to advise You in line with each Your profile and goals with regard to their risk profile and specific preferences or constraints if any.
- Elever shall provide the investment advisory in relation to following types of securities: Stocks and Exchange Traded Funds listed on NSE and BSE
- Elever shall also provide implementation services to You though its app wherein You will be given a functionality to approve and execute the order directly through Your broker’s platform.
- Elever shall agree with You on the particulars of the financial plan or model or strategy based on Your risk profiling, target goal value and time period for deployment through its Elever App.
- Elever shall also inform broad tax related aspects pertaining to investment advice and as applicable on the investment adviser’s fee.
Pursuant to valid and proper authority and in accordance with applicable law, You hereby appoint, entirely at Your risk, Elever to render the services of Investment Advisers in accordance with the terms and conditions of the Investment Advisory Services Agreement (Attached herewith) as mandated under Regulation19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 (“the Regulations”) for the Term and Elever agrees to such appointment on terms and conditions provided for herein.
You hereby agrees and confirms that:
- You have read and understood the terms and conditions of Investment Advisory Services Agreement and the services provided by the Investment
- Adviser along with the fee structure and mechanism for charging and payment of fee.
- You were provided an opportunity by Elever to ask questions and interact with person(s) associated with the investment advice with Elever.
V. Identity & Authentication
Elever will establish Your identity on its online services by means of a phone number or email and will authenticate it by either a password selected by You, or a one-time password (OTP) sent to Your email or mobile phone, or third-party authentication services provided by third parties such as Google and Facebook, or biometric identification enabled by Your device. Any instructions provided to, or communication with, Elever or its Service Partners which are so authenticated will be considered to have originated from You.
VI. Provision of Services
You acknowledge and agree that, for the provision of Services under this Agreement:
- Elever shall carry out all activities that are required to fulfil its regulatory obligations for the provision of Services under this Agreement.
- Your access to our Services is associated with a username and password (together “Login Credentials”) and Elever will consider the instructions placed with the use of Your Login Credentials to have originated from You. You are solely responsible for the security of Your Login Credentials. Elever shall not be held liable for carrying out any instructions placed from Your account utilising Your Login Credentials which may be unauthorized due to any reason including an information leak or security breach on Your part.
- Elever may utilise third party vendors (“Vendors”) for support in provision of Services.
- Elever, or its Vendors, may
- contact You on issues relating to provision of Services;
- communicate with its Service Partners and their authorized service providers on Your behalf for financial or non-financial transactions; and
- record all Your interactions with them including phone calls, chats, conversations and emails, with its employees for legal compliance, security, employee training, and other lawful purposes.
- Any sort of graphical representations, recommendations, feedback and reviews, provided on the investment platform, are in no way a guarantee for the performance of the securities, mutual funds and other financial products.
- Other than as expressly set out in this Agreement, neither Elever nor any of its Service Partners, as the case may be, make any specific promises about the Services provided. The Services are provided ‘as is’.
- Your bank may charge You a fee for facilitating transactions, or for failing to maintain sufficient balance to make an investment from Your bank account. Elever does not levy nor does it receive those charges.
VII. Investment Advisory Fees And Charges
- SEBI Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/182 dated September23, 2020 read with the Regulations provide the following levels of maximum fees permitted to be charged by an Investment Advisor :
- Asset under Advice (AUA) mode : 2.5% of AUA per annum
- Fixed fee mode : Rs. 125000 per annum
Fees charged to the client:
In the present relationship, the fees are charged under the Asset under Advice (AUA) mode. The applicable fee for all services offered by Elever is up to 2.5% per annum per client charged on quarterly basis, on the daily average value of Asset Under Advice (AUA) for each calendar quarter. The fee will be subject to applicable GST. Elever is entitled to vary the percentage of the fee to be charged for each investment product including Goal Portfolios, EleverFactors, etc offered by Elever, subject to not exceeding the maximum fee allowed to be charged by SEBI. The actual percentage and the computation of the amount of advisory fee charged for a particular investment product will be shared and provided to the client, at the time such client makes a transaction in an investment product
The invoice shall be raised on 1st of every month. If 1st is a trading holiday, immediate next trading day would be the invoice date for all users. The actual percentage and the computation of the amount of advisory fee charged will be shared and provided to the client along with an invoice with applicable additions of taxes to the Client. The same shall be payable on or before the due date mentioned in the invoice.
Elever's fees will be based on the AUA adviced by Elever. The Client agrees that fees are to be paid in favour of “ELEVER INVESTMENT ADVISER PRIVATE LIMITED” by way of NEFT/ RTGS/ IMPS/ UPI to the following account:
Bank Name: ICICI Bank Limited
Branch: Sarjapur Road Branch
Account Number: 194905000506
IFSC Code: ICIC0001949
Bank Name: Axis Bank Limited
Branch: Sarjapur Road Branch
Account Number: 920020064107887
IFSC Code: UTIB0001888
- All fees due to Elever shall be paid in full by the Client without any counter claim/ deductions, set off or withholding except on account of TDS, if any.
- Elever reserves the right to revise the above fees with thirty (30) days prior written notice subject to acceptance by the Client and subject to the prescribed fee limit by SEBI as amended from time to time.
Sharing, reduction, deferment or waiver of investment advisory fees
The Fees received by Elever may be shared with affiliates or external counterparties at its sole discretion. Elever may, in writing, reduce, defer or waive all or part of the fees or other amounts payable to it under this Agreement or direct that a portion of such fees or other amounts to be paid by You to third parties, employees of Elever, providers of services to You or such other parties as Elever in its discretion may see fit from time to time.
You shall cause Elever to be reimbursed out of Your assets all out-of-pocket expenses properly and reasonably incurred by it in connection with its performance of services under this Agreement.
Costs to be borne by You
You shall pay Your own expenses (whether or not incurred directly by Elever) including and without limitation to:
- any stamp and other duties, taxes of whatsoever nature, governmental and fiscal charges wherever in the world imposed, commissions (including brokerage commissions), transfer and registration fees, legal fees and other charges payable in respect of or in connection with the acquisition, holding or disposal of any investments and any foreign exchange or derivatives transactions carried out in connection therewith;
- interest on, and costs and expenses of You of arranging, and arising out of, all borrowings made and commitment fees incurred by You; and
- any unforeseen expenses or losses which a normal investor would expect to bear.
VIII. Grievance Redressal
In case of any grievances, You shall follow the following hierarchy:
- You may contact Compliance Officer having email ID: email@example.com and Phone No: +91-9606020794.
- If You have not received a satisfactory response from Compliance Officer within 10 working days, You may escalate it to our Principal Officer having email ID: firstname.lastname@example.org and Phone No: +91-9606020792.
- If You have not received a satisfactory response from Principal Officer within 10 working days, he/she can lodge grievances with SEBI at https://scores.gov.in/scores/complaintRegister.html or he/she can download SEBI SCORES App from https://play.google.com/store/apps/details?id=com.ionicframework.sebi236330 and lodge grievances.
IX. Privacy and Data Protection
- Under no circumstances will we sell or rent Your personal information to anyone, for any reason, at any time.
- Elever may use the unique identifier of Your device for security purposes to track suspicious activity and for enabling certain features. For instance, if we detect that Your account is being accessed from multiple devices, we may contact You to ensure that You have authorised such access.
X. Intellectual Property
- Elever owns all intellectual property rights in respect of the Services including any literature, reports, data, drawings, copyrights, designs, diagrams, tables, software, source code or object code or other information or materials, howsoever stored or held, acquired, created, developed, designed or in any way prepared, by Elever. The “Elever” name and logos and all related names, trademarks, service marks, design marks, and slogans are the trademarks or service marks of Elever.
- Using our Services does not give You ownership of any intellectual property rights, including any branding or logos, in our Services or the content You access. You shall not copy, reproduce, sell, redistribute, publish, enter into a database, display, perform, modify, transmit, license, create derivatives from, transfer or in any way exploit any part of any information, content, materials, services available from or through Elever, except that which You may download for personal, non‐commercial use. You may not use content from our Services unless You obtain our permission first, and attribute ownership appropriately.
- You may not use the Elever logo in any manner that is deceptive or disparaging, or in connection with any product or service that Elever does not explicitly endorse. If You wish to use Elever's trademarks, please contact email@example.com.
XI. Limitation of Liability
- Elever will use all due efforts, skill, judgement and care in carrying out its duties under this Agreement; provided, however, it cannot guarantee that its advice will result in profits or avoid losses or meet Your investment objectives or that such advice will not at any time be affected by adverse tax consequences, technical failures, timely regulatory compliance to a new law or Your miscommunication.
- You agree and acknowledge that Elever (or its directors, officers, employees, agents, consultants or other representatives) will not be liable to You for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other damages (including loss of profits, loss of goodwill, business interruption etc.) arising from any error of judgement or loss suffered by You in connection with the services it provides to You or any matter or thing done or omitted to be done by Elever in pursuance thereof (and in particular, but without limitation, Elever shall not be liable for any loss which may be sustained in the purchase, holding or sale of any Portfolios in accordance with those services) unless such loss arises from gross negligence (as such concept is interpreted under the laws of India), bad faith or wilful malfeasance as determined by any appellate court of the competent jurisdiction in the performance or non-performance by Elever of its duties or from the breach of its material obligations under this Agreement.
- Neither Elever nor any of its employee or agents shall be liable for any advice or representation made by it under this Agreement; it will be Your responsibility to make an independent assessment.
- Elever shall not be liable for any error or inaccuracies in any of the publicly available information that may be provided for You by Elever
- Elever or its officers, partners, employees or affiliates will not be liable to You for any loss that:
- You may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions;
- You may suffer as a result of Elever’s investment advice or other action taken or omitted in good faith and with the degree of care, skill, prudence and diligence that a prudent person acting in a similar fiduciary capacity would use in conducting an enterprise of a similar nature and with similar objectives under the circumstances;
- Caused by using inaccurate, out-dated or incomplete information provided by You and/or by Your failure to promptly inform Elever of changes in Your financial and/or economic situation, investment objectives or any restrictions that may affect the management of Your account.
You will not dispute and/or hold Elever responsible for:
- Any act that is not an obligation of Elever in this Agreement.
- Any disclosures made by Elever to any statutory body under any law.
- Any loss, notional or otherwise, incurred because of:
- Delays either at the bank, bank payment systems, Registrar and Transfer Agency or brokerage houses or any other similar agencies or entities;
- Rejection of Your instructions by the Bank, Registrar and Transfer Agency or brokerage houses;
- Providing access to information and/or processing of instructions authenticated by Your Login Credentials;
- Non-availability or non-accessibility of the Mobile app, mobile application, electronic payment gateway, telephone(s), or office(s) of Elever for reasons including those beyond Elever’s control;
- Any penalties, loss or damage to You which is due to the negligence or actions of any Service Partner of Elever and not caused by any action of Elever;
- Any act of Force Majeure (as defined hereunder);
- Any inaccuracy or typographical error on our Mobile app or the mobile application or any written, E-mail , SMS & WhatsApp communication. Elever specifically disclaims any liability for such inaccuracies or errors;
- Depletion of value of securities or Security as a result of fluctuation in value of the securities / Products or on account of non-performance or underperformance of the securities or Products or any other market conditions; or
- Any act, omission or delay attributed to You or any Service Partners resulting in Elever not being able to provide the Services to You.
You further acknowledge and agree that, to the maximum extent permitted by law, neither Elever nor any of its Service Partners or Vendors will be liable for any incidental, special, exemplary or consequential damages, including loss of profits, loss of data or loss of goodwill, service interruption or in connection with the terms of this Agreement, as a result of Your use of Services. Elever liability if any at all, in all circumstances shall not exceed the total investment advisory fee paid by You to Elever.
XII. Modification and Termination of Services
We are constantly changing and improving our Services. We may add or remove functionalities or features, and / or we may stop a Service altogether, either due to a management decision or regulatory restrictions. In each case, we will give You reasonable advance notice. In case You wish to discontinue using the Services of Elever, You may terminate Your subscription in accordance with the termination provisions under the applicable Investment Advisory Services Agreement. Even upon termination of the Investment Advisory Services Agreement, the terms of this Agreement, to the extent applicable, shall continue to remain in force.
You agree to indemnify, defend, and hold Elever, its Service Partners and its Vendors harmless from and against any and all losses, including legal fees, arising out of or relating to Your failure to comply with the provisions of this Agreement.
XIV. Declarations by Elever
- Elever shall perform its duties and obligations described in this Agreement with the highest standards of integrity and fairness and shall act in an ethical manner in all its dealings with You.
- Elever has taken all commercially reasonable steps to protect the confidentiality of all confidential or non-public information provided to it by You and shall not disclose the same in any manner, except as provided under this Agreement.
- If there is unauthorized use of Your data by Elever, its employees, servants, agents or representatives, which causes determinable legal harm or pecuniary loss to You, Elever shall be liable to compensate You, unless such unauthorized use occurred outside the reasonable control of Elever, or without its knowledge, despite exercising reasonable care and diligence.
XV. Declarations by Client
- You have satisfied Yourself that Elever possesses requisite level of knowledge and competence to provide the services offered.
- You shall not share Your Access Credentials with any third person and shall exercise all care to protect and maintain the confidentiality of Your Access Credentials including changing Your password periodically and maintaining a reasonable degree of complexity of the password.
- You agree and confirm that Elever shall not be responsible for any transactions arising out of any misuse of Your Access Credentials. You shall take adequate security measures to prevent any unauthorised access to Your account, and Elever shall not be liable for any such unauthorised access.
- You grant authority to Elever, to transmit any request made by You through Your account authenticated by Your Access Credentials, for execution of Your instructions with regards to purchase /redemption /switch/sell or other transactions/ activities in respect of Securities or for availing of any service of Elever , whether offered directly or through a Partner, on the terms and conditions mentioned herein.
- You further acknowledge that You shall not base any decision solely on Elever advise. You shall verify, as to the completeness and accuracy, the same independently before placing any reliance on the same for any analysis. You decided to use the services provided by Elever of Your own free choice and discretion.
- You shall not hold liable Elever, its directors, officers, representatives and employees for any claim, suit, action, loss, damage, expense or any breach of law in this context, which You may incur as a result of Your decision to invest in any of the products or service offered, whether directly or through its Partners.
- You understand that returns on investments are not guaranteed and You have gone/shall go through all investment related documents prior to making any investment decision.
- You acknowledge that service specific terms and conditions and that You have reviewed/shall review the same before initiating any transaction. You consent to share personally identifiable information including but not limited to their KYC information with the partner for availing of the respective service or product.
- You shall provide true, accurate and adequate information as requested on Elever App.
- You shall not transmit or upload programs or materials on Elever App that contain malicious code, such as viruses, trojan horses, spyware, or other potentially harmful programs or other material or information.
- You agree to abide by the terms, conditions, rules, regulations and take note of the risk factors of the respective investment products as on the date of the transaction.
- You have neither received nor been induced by any rebate or gifts, directly or indirectly in making the any transaction through Elever App.
- You confirm and believe that this transaction is appropriate for You as per Your investment objective. You
XVI. Governing Law
This Agreement shall be construed in accordance with the laws of India. Notwithstanding the provisions of sub-clause (b) below, each of the parties submit to the exclusive jurisdiction of the courts of competent jurisdiction in Bangalore, India, insofar as it relates to any party seeking to obtain injunctive or equitable relief.
- If any dispute, controversy or claim among the parties arise out of or in connection with this agreement, the parties shall use all reasonable endeavors to resolve the dispute amicably. If a party gives the other party notice that a dispute has arisen, and the parties are unable to resolve the dispute amicably within fifteen days from the date of service of notice, then the dispute shall be referred to and finally be resolved by arbitration under the Arbitration and Conciliation Act, 1996.
- The tribunal shall consist of a sole arbitrator, who shall be jointly appointed by the parties. If the parties to the dispute are unable to agree on a sole arbitrator within fifteen days after the dispute is referred to arbitration, the tribunal shall consist of three arbitrators, one to be appointed by claimant, the second to be appointed by the respondent, collectively, with the third arbitrator to be appointed by the first two arbitrators so appointed. The arbitral award shall be final and binding on the Parties.
- The seat and venue of the arbitration shall be Bangalore, India. The language of arbitration shall be English.
- The parties shall bear their own legal and other costs and expenses necessary for resolution of the dispute.
- If You do not comply with the terms of this Agreement, and we do not take action immediately, it will not be construed as our consent to Your non-compliance. If any term contained in this Agreement is unenforceable, it will not affect the other Terms.
XVII. General Provisions
- Force Majeure: The parties hereby agree that the period of time during which Elever is prevented or delayed in the performance or fulfilling any obligation hereunder, due to unavoidable delays caused by an event of Force Majeure shall be added to Elever’s time for performance thereof; and Elever shall have no liability by reason thereof. In such an event Elever agrees and endeavours to fulfil its obligations under this agreement as expeditiously as possible upon ceasing of such event of Force Majeure. A “Force Majeure” event for the purposes of this Agreement shall include an act of God, flood, earthquake, fire, explosion, strike, war, civil commotion, insurrection, embargo, riots, political disturbances, lockouts, epidemics, pandemics, any act, law, regulation or order of the government, systemic electrical, telecommunications, network or other utility failures affecting Elever to render services, including failure on account of a cyber threat / risk.
- Severability: If any provision of this Agreement is held by a court of competent jurisdiction, or arbitration panel, as applicable, to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event this agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitration panel, as applicable.
- Assignment of Rights: Neither You nor Elever may assign or otherwise transfer the rights under this Agreement without written consent of the other.
Essential Terms of Investment Advisory Services
1. INDEPENDENT CONTRACTOR
Elever shall remain an independent contractor and not, under or by virtue of the provisions of this Agreement, a partner, joint venturer or employee of the Client. The Investment Advisor is not an agent of the Client unless and to the extent expressly provided for in this Agreement.
2. DISCLOSURES AND CONFLICTS OF INTERESTS
Elever and its personnel associated with investment advice shall disclose its holdings/ positions in financial products or securities at all times to the Clients on Elever App.
Non-detrimental conflicts arising from provision of services
The Client acknowledges that the Elever may advise on transactions in which the Elever or its personnel associated with investment advice may have, directly or indirectly, a material interest which may involve an actual or a potential conflict with the Elever’s duty to the Client. Elever agrees to provide details to the Client of such potential and actual conflicts in any financial products/ securities which are the subject matter of advice. The Client and Elever agree to jointly manage all such conflicts or potential conflicts of interest and will endeavour to ensure that such conflicts or potential conflicts of interest will in no event be detrimental to the interests of the Client.
3. REPRESENTATIONS, FUNCTIONS & RESPONSIBILITIES OF ELEVER
- Elever represents that it has obtained a certificate of registration from SEBI under the Regulations and its registration number is INA200016102
- Elever will take all consents and permissions from the Client prior to undertaking any actions in relation implementation of the investment advice.
- Elever undertakes to comply with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications and keep the SEBI registration valid throughout the term of the Agreement and shall also ensure that Investment Adviser, principal officer, persons associated with the investment advice are qualified and certified all times as per the Regulations.
- Elever shall comply with the eligibility criteria as specified under the Regulations at all times.
- Elever shall ensure that risk profiling of client has been carried on periodical basis including their risk capacity and risk tolerance analysis and client is obligated to provide such information which is necessary for carrying out risk profiling using industry recognized tool or such other questionnaire for carrying out risk profiling. The information derived from risk profiling shall be communicated to the client after risk assessment has been done. Further, investment advice shall be provided based on suitability and appropriateness based on client’s investment objectives, risk tolerance, experience and knowledge of understanding risk by Clients(s) and rationale shall be documented towards the same. The client shall be required to provide all information pertaining to their investment portfolio and the investment advice shall be provided based on the responses provided by client in the risk profiling and/or financial planning and/or information provided towards overall portfolio.
- Elever shall provide reports to Clients on current investments.
- Elever undertake to abide by the Code of Conduct as specified in the Third Schedule of the Regulations.
- Elever shall comply with the provisions regarding audit as specified in the Regulations.
- Elever represents that it shall not provide any distribution services, for securities and investment products, either directly or through their group to an advisory client.
- Elever represents that it shall not provide investment advisory services, for securities and investment products, either directly or through their group to its distribution client;
- Elever represents and warrants that it shall not receive any compensation or other remuneration that is contingent on any client’s purchase or sale of a financial product. It shall also not receive a fee or other compensation from another party based on the referral of a client or client’s business.
- Elever further represent that it is affiliated with intermediaries as shown on its app to enable implementation services but it does not receive any consideration by way of remuneration or compensation or in any other form whatsoever from any stock broker or other intermediary.
- Elever shall disclose that it or its personnel associated with the investment advice may have positions in the Stocks or Assets advised to Client.
4. DECLARATIONS, REPRESENTATIONS AND WARRANTIES OF CLIENT(S)
- The Client also acknowledges that he has read, reviewed and electronically signed the following documents (as applicable) relating to the Agreement:
- The Client(s) declares that the Client(s) has complied with and agrees to comply with all statutory formalities and guidelines issued by any regulatory authority to enable to enter into this arrangement with Elever.
- The Client(s) hereby confirms that the money being invested has been sourced through legitimate sources and subject to no violation in present, and, in future too there will no violation under the Prevention of Money Laundering Act, 2002 and subsequent amendments to the said act. The client hereby confirms and agrees that Investment Adviser reserves the right to report any suspicious transaction to the Director of Financial Intelligence Unit-India (FIU-IND), New Delhi or any other competent authority, after applying appropriate due diligence measures and believes that the transaction is suspicious in nature with the purview of applicable law and/or SEBI circulars/guidelines issued from time to time.
- The Client(s) hereby declares that the Client(s) are duly authorized, eligible and competent to enter into business relationship with Elever. Further, Client(s) declares that the client(s) has not been debarred / suspended or prohibited from carrying on its normal activities and more especially the service governed through this arrangement.
- The Client(s) shall comply with all Applicable Laws including but not restricted to the SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Markets) Regulations, 2003, The Prevention of Money Laundering Act, 2002, the Income Tax Act 1961 as may be enacted from time to time and the Investment Advisor shall not be responsible for any breach by the Client of such Applicable Laws.
- In the event of a change in the client’s constitution or identity by change of name or inter alia, events such as merger, amalgamation, liquidation, winding up, takeover, or change in management, as the case may be, during the term of this Agreement the client shall keep the Investment Advisor duly informed in writing of such change and provide such information to the Investment Advisor as the Investment Advisor may request in this regard. In such an event, the Investment Advisor shall seek advice or appropriate directions where required, under Applicable Laws with regard to the continuation of this Agreement.
- The Client(s) shall communicate the Risk Profile Questionnaire Report to Elever and also required to provide all information pertaining to their investment portfolio or any change thereof. Elever shall provide investment advice based on the responses provided by client(s) in the Risk Profiling and / or Financial Planning / or information provided towards their overall portfolio.
5. FORCE MAJEURE
Without prejudice to what is stated above, Elever shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, Elever shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
6. LIMITATION OF LIABILITIES
- Elever will use all due efforts, skill, judgement and care in carrying out its duties under this Agreement; provided, however, it cannot guarantee that its advice will result in profits or avoid losses or meet the investment objectives of the Client or that such advice will not at any time be affected by adverse tax consequences, technical failures, timely regulatory compliance to a new law or Client miscommunication.
- The Client agree and acknowledges that Elever (or its directors, officers, employees, agents, consultants or other representatives) will not be liable to the Client for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other damages (including loss of profits, loss of goodwill, business interruption etc.) arising from any error of judgement or loss suffered by the Client in connection with the services it provides to the Client or any matter or thing done or omitted to be done by the Investment Advisor in pursuance thereof (and in particular, but without limitation, the Investment Advisor shall not be liable for any loss which may be sustained in the purchase, holding or sale of any Portfolios in accordance with those services) unless such loss arises from gross negligence (as such concept is interpreted under the laws of India), bad faith or wilful malfeasance as determined by any appellate court of the competent jurisdiction in the performance or non-performance by the Investment Advisor of its duties or from the breach of its material obligations under this Agreement.
- Neither the Investment Advisor nor any employee or agent of the Investment Advisor shall be liable for any advice or representation made by it under this Agreement; it will be the client’s responsibility to make an independent assessment.
- Elever shall not be liable for any error or inaccuracies in any of the publicly available information that may be provided for Client(s) by Elever
- Elever or its officers, partners, employees or affiliates will not be liable to Client for any loss that:
- Client may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions;
- Client may suffer as a result of Investment Adviser’s investment advice or other action taken or omitted in good faith and with the degree of care, skill, prudence and diligence that a prudent person acting in a similar fiduciary capacity would use in conducting an enterprise of a similar nature and with similar objectives under the circumstances;
- Caused by using inaccurate, out-dated or incomplete information provided by Client and/or by Client’s failure to promptly inform Advisor of changes in his or her financial and/or economic situation, investment objectives or any restrictions that may affect the management of Client’s account.
7. MAINTENANCE OF RECORDS AND ACCOUNTS
Elever shall maintain adequate records including but not limited to the following in compliance with the Regulations:
- Client-wise KYC
- Client risk assessment
- Investment advice cum suitability report
- Terms and conditions document
- Books of accounts and
- a register containing list of clients along with dated investment advice and its rationale.
- Elever and the Client(s) agree and undertake to keep confidential at all times the confidential information provided to the other party, details of this arrangement and all materials and other related documents pertaining to the transactions shared by the parties in connection with this agreement.
- Elever will not publish, disclose or use any such confidential information unless required by law, order of a court of competent jurisdiction or by a regulatory authority or with specific permission of the client.
- Elever may share the client(s) information for the purpose of taking expert / legal advice, if any, at the Client’s cost as mutually agreed between both the parties before acting upon.
Neither Party hereto shall (except in the course of its duties hereunder or where required to comply with judicial, quasi-judicial, regulatory or statutory requirements) disclose to such third party (as may be directed by such regulatory/statutory authority) which disclosure shall be no more extensive than is usual or necessary to meet the requirements imposed upon the Party making such disclosure any information relating to Client or any investors or the affairs of the other Party (including information about the customers of either Party) and the arrangements contemplated by this Agreement or the contents of this Agreement unless authorized in writing by such other Party, as the case may be, and shall prevent any such prohibited disclosures as aforesaid whether by any of its officers, employees or agents.
The receiving Party shall not be liable for disclosure or use of any Confidential Information if:
- information which now is or hereafter comes into the public domain, otherwise than by reason of a breach of this Agreement; or
- information made available to the receiving Party from other sources without obligation of confidentiality; or
- Information that is already in the possession of or independently developed by the receiving Party.
Information which becomes known to the receiving Party prior to such disclosure without similar restrictions from a source other than the disclosing Party, as evidenced by written records.
This Agreement shall stand terminated forthwith on occurrence of the following events during the currency of this Agreement:
- Voluntary / mandatory termination by Elever.
- Voluntary / mandatory termination by the Client.
- Insolvency, dissolution or winding up of the Client; Suspension or termination of the registration of Elever as an Investment Advisor by SEBI or any other competent authority;
- Elever rendered incapable of rendering the Services;
- Insolvency, dissolution or winding up of Elever;
- Failure to accept revised fees by the Client;
In case the Client want to voluntarily terminate the agreement, they can do so by specifically deleting his account from the Elever App.
In case of a voluntary termination of the agreement by Elever, Elever shall give a minimum 30 days prior written notice to the Client.
In case the Client does not make payment of fees within 30 calendar days, it would lead to the suspension of Elever services for the Client’s account. Only withdrawal of existing goal would be allowed. In case the Client wants to create a new goal or re-invest/rebalance his existing active goal, then the Client needs to clear all his pending invoices.
In case of suspension of the certificate of registration of Elever, the client may terminate the agreement with Elever.
10. EFFECT OF TERMINATION
Upon receipt of a notice of termination from the Client, the Investment Adviser shall immediately cease providing investment advice.
On termination of this Agreement, Elever will be entitled to receive the following payments in cash (unless otherwise agreed by the parties) from the Client:
- all accrued but unpaid fees or other amounts otherwise payable under this Agreement, prorated to the date of the termination plus an amount equivalent to investment advice fees for a quarter as a penalty for pre-mature termination; and
- the reimbursement of all incurred costs and expenses provided for in this Agreement but not yet paid by the Client, including all costs and expenses reasonably incurred by the Elever in relation to such termination, unless this Agreement is terminated due to Elever breaching its obligations under this Agreement.
11. RELATIONSHIP WITH RELATED PARTIES
Elever hereby declares that it will carry on its investment advisory activities independently at arms-length basis with its related parties, if any.
Client acknowledges that Elever shall be free to render investment advice to others and Elever does not make its investment advisory services available exclusively to Client. Client also understands that Elever provides investment advisory services to multiple clients with different economic needs and agrees that Elever may give advice and take action with respect to any of its other clients, which may differ from the advice given, or the timing or action taken regarding Client’s account.
Nothing in this Agreement shall impose on Elever any obligation to Client to purchase, sell or recommend for purchase or sale any security that Elever, its principals, affiliates, officers, members or employees may purchase or sell for their own accounts or for the account of any other client if in the sole and absolute discretion and reasonable opinion of Elever it is not for any reason practical or desirable to acquire a position in such security for Client’s account. Client understands that conflicts of interest could exist between Client’s account and other clients including with respect to the allocation of investment opportunities, time, and resources between Client and other clients. Client also acknowledges that transactions in a specific security may not be accomplished for all clients at the same time at the same price.
In event of client's death / disability, services shall be terminated and refund shall be given to the legal heir/ nominee.
In the event that either of the parties is found to be in breach of terms of this Agreement, such party shall at all times hereafter indemnify and keep the other party, its affiliates and their directors, officers, employees, representatives and agents (“Indemnified Party”) fully indemnified against all claims, demands, actions, proceedings, losses, damages, costs, charges, expenses, interests and disbursements of any nature whatsoever which the Indemnified Party may pay or incur or suffer or sustain or be liable to pay or incur or suffer or sustain as a result or consequence, direct or indirect, of such breach.
15. GOVERNING LAW AND JURISDICTION
- This Agreement, the construction and enforcement of its terms and the interpretation of the right and duties of the Parties hereto shall be governed by the laws of land in rules and regulations existing in particular sectors, services, products, as the case may be. In case any clause is not in accordance with any laws or regulations in force, the latter will prevail over the clause forming part of this agreement. In case any clause is not in accordance with any laws or regulations in force, the latter will prevail over the clause forming part of this agreement.
- This Agreement shall be construed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the competent courts in Bangalore only.
In the event of disputes, differences, claims and questions between the Parties hereto arising out of this Agreement or in any way relating hereto or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavour to settle such differences, disputes, claims or questions mutually. If such differences, disputes, claims or questions remains unresolved for 30 (thirty) business days then matter shall be submitted to arbitration. Each Party shall appoint one arbitrator, and each such arbitrators shall appoint a third Arbitrator who shall act as the chairman of the arbitral tribunal. The Arbitration and Conciliation Act, 1996 and the rules made there under shall apply to and shall govern the arbitration proceedings. The venue of the arbitration shall be exclusively at Bengaluru and the arbitration proceeding shall be conducted in English. The decision of the Arbitrators shall be final and binding on the Parties.
If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
In case of any grievances, Client(s) shall follow the following hierarchy:
- He/she may contact Compliance Officer having email ID: firstname.lastname@example.org and Phone No: +91-9606020794.
- If he/she has not received a satisfactory response from Compliance Officer within 10 working days, he/she may escalate it to our Principal Officer having email ID: email@example.com and Phone No: +91-9606020792.
- If he/she has not received a satisfactory response from Principal Officer within 10 working days, he/she can lodge grievances with SEBI at https://scores.gov.in/scores/complaintRegister.html or he/she can download SEBI SCORES App from https://play.google.com/store/apps/details?id=com.ionicframework.sebi236330 and lodge grievances.
- This Agreement embodies the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.
- The Investment Advisor may record telephone conversations without use of a warning tone. Such records will be the Investment Advisor’s sole property and shall be accepted by the Client as conclusive evidence of any communication, advice or instructions to / from either party. Such records are kept for a certain period based on the in-house policy of the Investment Advisor and may be relied upon by the Investment Advisor as and when required.
- No clause in this Agreement may be deleted or altered without the mutual consent of both parties and such consent for such deletion or alteration shall be obtained in writing by the other party.
Effective as of 01 January 2022
Legal Notice: This website is an information only website of Investment Adviser Private Limited, a private limited company incorporated under the Companies Act, 2013 having its office at 301/302, Third Floor Saket, Callipolis, Surajpur Main Road, Doddakannelli, Bengaluru – 560035, that features the offerings for various Elever products/services and allow users to register and subscribe to robo-advisory services offered by Investment Adviser Private Limited (“Elever,” “we,” “us” or “our“).
Scope of this Policy
- visitors and subscribers of Elever Sites;
- natural persons contacting us through the contact or other forms available on the website;
- users signing in to use our services;
This policy includes a description of your data protection rights as laid down under the law for the time being inforce.
Policy on the Sites, and you waive the right to receive specific notice of each such change or modification.
Personal Information You Provide
You can access Elever website and information provided therein without divulging any personal information. Our Sites do not collect personal information about individuals except when such individuals specifically provide such information on a voluntary basis (for example, registering to avail our services, using and downloading Elever App; for conducting KYC check and as part of the Risk Questionnaire, accessing your‘Elever Money Score’, consent based financial tracking, or providing Execution Consent for your Brokerage Account, requesting additional information by contacting us; signing up for newsletter; requesting help; or accessing, adding to, or changing the information on your account information/ registration/ signup window of the Elever App). When you register or sign up or Login to avail our services on our App, we may collect information regarding you. This personal information may be collected on our Sites, or via electronic mail or via telephone..
If you are using the Elever website as a first time visitor- The information we may collect includes certain data about your interaction with our website, such as pages visited and average time spent on the website, your internet protocol address, the unique identifier of your device and device information such as operating system, operating system version, browser plugins, crashes, system activity, hardware settings, date and time of your request and referral URL, and cookies that may uniquely identify your browser and mobile application. We use this data to analyze how you use our website and improve the information provided through the website. We may also supplement the information we collect with information we receive from third parties. For example, we may use marketing segments developed by us or other companies to customize certain services to your local area and provide relevant offers tailored to you.
In order to avail the services offered by or on the Elever App, users are required to register for an account on our Elever App and have to provide information and data (“Personal Information”) classified as ‘Sensitive Personal Information’ under Regulation 3 of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“SPDI Rules”). Personal Information provided in acceptance of this Policy shall amount to written consent under Regulation 5 of the SPDI Rules.
As such the Elever App will have access to your name, Mobile number, Date of birth, PAN Number and email address only. This initial registration would involve providing a valid email, Mobile number, Date of birth, Permanent Account Number (“PAN”) and Name to generate the User name and password (collectively, “Login Credentials”) after due OTP verification. You may be asked to give us additional information in order to use certain features of the Elever App.
Further, we collect personal information when you are using our Financial Planning tools or registering with us for setting up of an Investment Account. This may include, inter alia, conducting KYC check and as part of the Risk Questionnaire, accessing the ‘Elever Money Score’, conducting KRA check, consent based financial tracking, or providing Execution Consent for your Brokerage Account. This information is primarily collected for regulatory compliance with applicable laws in order to enable/ create and/or activate your account with Brokerage Houses, to enable you to conduct online transactions. This information including KYC, Risk Questionnaire and financial information collected to generate the ‘Elever Money Score’ and to conduct consent based financial tracking shall be stored with us and shared with select third parties such as our group companies, KYC Registration Agencies (KRA), KYC solution providers, RBI approved Account Aggregators, Geo-Location based Intelligence providers, Brokerage Houses, , Payment Gateway providers in order to enable us to complete your registration as a client with us and to process any transaction requests that you authorize, maintain a record of your transactions and holdings, generate and send reminders, alerts, notifications to you for transactions, recommended goals, upcoming funds transfers etc.
We may collect personal information about your transactions, and how you interact with third parties such as your brokerage house when you conduct trading transactions such as the purchase and/or redemption of securities, units in a mutual fund scheme. This information helps us to provide our services to you. We encourage you to read the Terms and Conditions to understand further about how your information is collected and used.
The personally identifiable information, such as your name, address, email address, and telephone number, and demographic information, such as your age, gender, hometown, and interests, that you voluntarily give to us when you choose to participate in various activities related to the Sites. You are under no obligation to provide us with personal information of any kind, however your refusal to do so may prevent you from using certain features of the Sites.
Use of Your Information
Having accurate information about you permits us to provide you with a smooth, efficient, and customized experience. Specifically, we may use information collected about you to:
- Identify you as a user in our system
- Respond to your queries about the services;
- Deliver to you any notices, alerts, or communications relevant to your use of other Services;
- Offer you other products or services that we believe may be of interest to you. Aggregate the anonymised information from registered users to perform market research, project
- planning, product development, troubleshoot problems, analyse user behaviour, marketing purposes, and promotions; and Enforce this Agreement and any terms thereof.
- Use the information we collected online or offline in conjunction with the personal information you have provided us with, or information that is publicly available from other sources to customize your experience and our communication with you both online and offline.
- Offer you other products or services that we believe may be of interest to you.
- Prevent and detect fraud or abuse of our services as well as to prevent, detect and investigate any potential unlawful or prohibited activities
We generally do not disclose your personal information to other companies that provide services for us, where/ when such information is shared to it is disclosed on a need-to-know basis and based on specific consent. We may use third party service providers to enable us in providing some services to you such as opening and operating Brokerage account, conducting KRA check, conducting KYC check and onboarding, sending e-mail messages, SMS, WhatsApp and in-app notifications, analysis of non personally identifiable information for product/ service personalization, to you, customer support (online & offline) collecting a fee for our services, and providing product & technical support regarding an issue with any feature or functionality on the Sites.
When you provide us with your personal information either while setting up an account with us or later, it is kept maintained by the division that is responsible for your account management. You can view and/or update/edit this information by logging on to your account through our Elever app.
Personal information collected will not be used for any purposes other than as mentioned herein. You may withdraw your consent for the use of the personal information at any time by deactivating your account. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal data conducted in reliance on lawful processing grounds other than consent. In the event you choose to withdraw your consent for collecting and processing your personal data, we will be unable to provide you with our products and services.
Disclosure of Your Information
We may share information we have collected about you in certain situations. Your information may be disclosed as follows:
i. By Law or to Protect Rights
If we believe the release of information about you is necessary to respond to legal process, to investigate or remedy potential violations of our policies, or to protect the rights, property, and safety of others, we may share your information as permitted or required by any applicable law, rule, or regulation. This includes exchanging information with other entities for fraud protection and credit risk reduction.
ii. Third-Party Service Providers
We may share your information with third parties that perform services for us or on our behalf, including payment processing, data analysis, email/SMS/WhatsApp delivery, hosting services, customer service, and marketing assistance. Such third parties are required to maintain the confidentiality of the information we provide to them under contract and under law.
iii. Marketing Communications
With your consent, or with an opportunity for you to withdraw consent, we may share your information with third parties for marketing purposes, as permitted by law.
v. Business Partners
We may share your information with our business partners to offer you certain products, services or promotions.
All employees of Elever have been selected in accordance with our strict security policies and practices and are bound by confidentiality obligations. Elever employees are subject to stern disciplinary action, including termination, civil liability, and criminal prosecution, if they fail to meet any of these obligations, as stated.
vii. No sale, distribution, trade, lease or rent of Personal information of users.
Under no circumstances, Elever will sell, distribute, trade, lease or rent the Personal Information of its Users to anyone, for any reason(s).
We will not share or sell non-aggregated information contained within cookies to any third party.
You also have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If, however, you choose to decline cookies, you may not be able to fully experience the interactive features of our Sites or have some of our services on the Sites function properly, or at all.
Our Commitment to Data Security
Elever follows industry best practices, using open and known principles when transferring and storing your data. We believe the biggest threat to the security and privacy of your data is if someone – probably someone you know – gains access to any of your devices. Remember to keep your password safe and secret to prevent unauthorized access to your account. If you think that the security of your account has been compromised, change your password and contact us at firstname.lastname@example.org immediately for further assistance.
To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we have put in place commercially reasonable physical, electronic, and managerial procedures to safeguard and secure the information we collect.
It may be noted that we may retain the data as may be provided to us till such time as may be provided under the law and as required to efficiently provide service to our users.
Exercise Your Rights
We respect your right to be informed, access, correct, request deletion or request restriction, portability, objection, and rights in relation to automated decision making and profiling, in our usage of your personal information as required by applicable law. We also take steps to ensure that the personal information we collect is accurate and up to date and deleted when data is no longer required. Your rights are subject to defined conditions and feasibility to exercise such rights and subject to geo locations applicability.
- You have the right to know what personal information we maintain about you subject to availability.
- We will provide you with a copy of your personal information in a structured, commonly used and machine-readable format on request subject to availability.
- If your personal information is incorrect or incomplete, you have the right to review and ask us to update it.
- You have the right to object to our processing of your personal information only if the data is processed.
- You can also ask us to delete or restrict how we use your personal information, but this right is determined by applicable law and may impact your access to some of our services.
- You have the right to access your personal information which may vary from visitor to visitor.
- You have a right to object to processing of your personal information where it is so conducted by automated means and involves any kind of decision-making subject to discovery that your data was used for automated means.
Our Legal Obligation to You
We are bound by the (Indian) Information Technology Act, 2000, and comply with all its provisions. Under Section 43A of the (Indian) Information Technology Act, 2000, Elever and all its Service Providers are obliged to maintain reasonable security procedures to safeguard your data. Under Regulation 5 of the Information Technology (Reasonable Security and Procedures
and Sensitive Personal Data or Information) Rules, 2011, we are obliged to provide every
registered user of Elever with a readable copy of the personal information you have provided us.