Terms and conditions: for your reference

Terms and Conditions

Last updated: 30th September 2024

Welcome to our Mobile application and/ or the website (“Elever App”). By continuing to browse and use this Elever App either directly or through Your use of a Service Partner’s platform wherein You access the Elever App through an API integration of the Elever App into such Service Partner’s platform, You are agreeing to comply with and be bound by the following terms and conditions of use (“Agreement”), which together with our ‘Privacy Policy’, govern Your use of our Elever App.

Reference to the Elever App in this Agreement shall include browsing and usage of the Elever App when accessed directly by You or through Your use of a Service Partner’s platform wherein You access the Elever App through an Elever widget hosted on the Service Partner’s platform by way of an SDK.

Nothing contained in this Agreement is intended to modify or amend any other written agreement, if any, that may currently be in effect between You and Elever Investment Adviser Private Limited, with regard to matters other than Your use of our Elever App.

Elever may periodically modify this Agreement, and any such modifications will be effective immediately upon posting. We suggest that You periodically check this Agreement for modifications. If You do not agree to this Agreement, do not use our Elever App.

For the purpose of this Agreement, Elever Investment Adviser Private Limited, a private limited company incorporated under the Companies Act, 2013 having its office at Smartworks, Vaishnavi Tech Park, 5th Floor, South Wing, Bellandur Gate, Ambalipura, Bengaluru – 560103, Karnataka, (“Elever,” “we,” “us” or “our”) acts as the owner of the document. “You” or “Your” refers to an individual who uses our Elever App 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 Agreement or any document that is provided in relation to this Agreement, shall have the below meaning:

"Applicable Laws” means all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, policies, directions, directives and orders as such that are in effect as of the date hereof or as may be amended, modified, enacted or revoked from time to time hereafter or other governmental restrictions or any similar form of decision of, or determination by any government, statutory authority, tribunal, board or court, having jurisdiction over the matter in question, and shall include applicable circulars, notifications, regulations and guidelines in relation to investment advisors and portfolio managers as may be issued by the SEBI from time to time.
“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 Agreement from Elever.
“Confidential Information” shall mean all information (whether in written, oral, or electronic or other format) which relates to a Party, other information including but not limited to operational, technical, financial and business affairs, clients, suppliers, service providers, designs, contractors, developments, operations, processes, data, intellectual property, methodologies, know-how, and any information which is disclosed to or otherwise learnt by the other Party in the course of or in connection with this Agreement (including without limitation such information received during meetings in connection with this Agreement) and that should be reasonably understood by each Party to be proprietary and confidential to the other Party, or to a third party.
“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.
“Financial Year” means the year starting from April 1 and ending on March 31 of the following year.
“Investment Advice” or “Investment Advisory” shall have the meaning ascribed to ‘investment advice’ under Clause 2(1)(l) of the Regulations.
“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.
“Portfolio” means the total holdings of securities and goods belonging to any person;
“Portfolio Manager” means a body corporate, which pursuant to a contract with a client, advises or directs or undertakes on behalf of the client (whether as a discretionary portfolio manager or otherwise) the management or administration of a portfolio of securities or goods or funds of the client, as the case may be. A Portfolio Manager may deal in goods received in delivery against physical settlement of commodity derivatives.
“Products” means portfolio baskets curated by Elever;
“Security or Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof.
“Services” means the Investment Advisory and Portfolio Management Services provided by Elever to Clients through the Elever App;
“Service Partner” means the partners engaged by Elever for the provision of Services, through whom You may access the Services provided by Elever.

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 Elever App.
Elever complies with all regulations and compliances as per Indian law and only Indian citizens who are also residents 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 by clicking on the stop / unsubscribe option set out at the end of the communication shared by Us with You, unless they are necessary for the delivery of Services; for compliance with Applicable Law; or, for information security, for e.g., password change alerts cannot be opted out of.
You clicking on the “I accept” checkbox at the stage of signing up on the Elever App 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 authorized to carry on the business of offering discretionary, non-discretionary and advisory services as a Portfolio Manager vide Registration No. INP000008905 (“Portfolio Management Services”). Other information regarding the provision of Portfolio Management Services is included in the Investor Charter (available here) and Disclosure Document (available here).

In addition to Portfolio Management Services, Elever is also 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;

As a part of availing the Services, You will be required to complete the risk profiling questionnaire on the Elever App, and basis such risk profiling, Elever will present its Investment Advice to You. In the event You wish to implement such Investment Advice, Elever will facilitate the same, in a manner compliant with Applicable Laws.

Subject to the Regulations, 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 the Elever App, 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 as well as Mutual Funds.
To the extent permissible under Applicable Laws, Elever shall also provide implementation services to You though the Elever App which You can avail at Your own discretion, wherein You will be given a functionality to approve and execute the order (a) directly through Your broker’s platform (when such investments are in equity securities) and (b) directly through your asset management company (AMC) (when such investments are in the form of micro investments in mutual funds).
Wherever applicable, Elever shall also assist You with setting up of auto-debit facilities in relation to (a) Elever’s fees for the Services provided to You; and (b) investments made by You further to the Investment Advice provided by Elever to You under this Agreement. It is hereby clarified that both such auto-debit facilities shall be set up separately by You on the Elever App.
Elever shall recommend direct implementation of advice i.e., through direct schemes / direct codes, and other client specifications / restrictions on investments, if any.
Elever shall agree with You on the particulars of the financial plan or model or strategy based on Your risk profiling, Your total AuA, 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.

III. Appointment

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 (i) Portfolio Manager to you as per the terms and conditions set out in the Portfolio Management Services Agreement (“PMS Agreement”) entered into between you and Elever as per Regulation 22(1) of the Securities Exchange Board of India (Portfolio Managers) Regulations, 2020 (“PM Regulations”) and (ii) Investment Advisers in accordance with the terms and conditions of the Investment Advisory Services Agreement (“IA Service Agreement”) as mandated under Regulation19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 (“the Regulations”) for the term of Your relationship with Elever and Elever agrees to such appointment on terms and conditions provided for herein. In case of any conflict between the terms in this Agreement and those provided in the PMS Agreement, the PMS Agreement shall prevail.

IV. Consent

You hereby agree and confirm that:

You have read and understood the terms and conditions of the IA Service Agreement and the PMS Agreement and the Services provided by Elever along with the fee structure and mechanism for charging and payment of fee provided in the aforementioned agreements.
You were provided an opportunity by Elever to ask questions and interact with person(s) associated with the Services 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 (i.e., Your email-ID) 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
1. contact You on issues relating to provision of Services;
2. communicate with its Service Partners and their authorized service providers on Your behalf for financial or non-financial transactions; and
3. to the extent permitted under Applicable Law, 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 Elever App, 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 on an ‘as is’ basis.
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.It is hereby clarified that Elever does not levy nor does it receive those charges.

VII. Fees And Chargesy

Fees

The fees for Portfolio Management Services will be as prescribed under the PMS Agreement between you and Elever.
The IA Guidelines read with the Regulations provide the following levels of maximum fees permitted to be charged by an Investment Advisor :
1. Asset under Advice (AUA) mode : 2.5% of AUA per annum ; "or"
2. Fixed fee mode : Rs. 125000 per annum
Fees charged to the Client for Investment Advisory:
In the present relationship, the fees for Investment Advisory are charged under the Asset under Advice (AUA) mode. The applicable fee for all Investment Advisory services offered by Elever is up to 2.5% per annum per Client charged on a 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 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 calendar quarter, i.e. 1st January, 1st April, 1st July and 1st October. If 1st is a trading holiday, immediate next trading day would be considered to be the invoice date for all users. For any new subscriptions, the advance fees collected will be adjusted on a pro-rata basis when subsequent invoices are raised on the 1st of the subsequent quarter. 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.
Notwithstanding anything contained herein, in the event You avail the Investment Advisory service through a Service Partner, the fees are charged under Fixed Fee mode. The applicable fee for all Services offered by Elever, when availed through the platform of a Service Partner is up to INR 10,000 per annum per Client charged on a monthly advance basis. The fee will be subject to applicable GST. Elever is entitled to vary the fixed fee to be charged for investment products offered by the Investment Advisor, subject to not exceeding the maximum fee allowed to be charged by SEBI. The invoice shall be raised on 1st of every month for the services to be provided in such month. If 1st is a trading holiday, immediate next trading day would be the invoice date for all users. The invoice shall be payable on or before the due date mentioned in the invoice.
Elever's fees for Investment Advisory will be based on the AUA adviced by Elever and for Portfolio Management Services will be as per the PMS Agreement. The Client agrees that fees for Investment Advisory service 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: Axis Bank Limited
Branch: Sarjapur Road Branch
Account Number: 920020064107887
IFSC Code: UTIB0001888
The Client agrees that fees for Portfolio Management Services 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
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 prior written notice being provided to Client 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 for the Services may be shared with affiliates or external counterparties at its sole discretion. Elever for the Services 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.

Out-of-pocket expenses

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: compliance@elever.app and Phone No: +91-9606020794.
If You have not received a satisfactory response from the Compliance Officer within 10 working days, You may escalate it to our Principal Officers for each respective Service on the contact information provided below:
1. For grievances related to Investment Advisory services: Email ID: principalofficer@elever.app and Phone No: +91-9606020792
2. For grievances related to Portfolio Management Services: Email ID: principalofficer.pms@elever.app and Phone No: +91 9606867120.
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 , or he / she may send their complaints to: Office of Investor Assistance and Education, Securities and Exchange Board of India, SEBI Bhavan, Plot No. C4-A, ‘G’ Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051. If you are still not satisfied with the outcome of your grievance, you may initiate dispute resolution through the ODR Portal.

IX. Privacy and Data Protection

Under no circumstances will we sell or rent Your personal information provided to us to anyone, for any reason, at any time.
Elever shall use Your data specifically for the provision of Services You have subscribed to, and in accordance with the Privacy Policy (Attached herewith).
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 communications@elever.app.

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:
1. Delays either at the bank, bank payment systems, Registrar and Transfer Agency or brokerage houses or any other similar agencies or entities;
2. Rejection of Your instructions by the Bank, Registrar and Transfer Agency or brokerage houses;
3. Providing access to information and/or processing of instructions authenticated by Your Login Credentials;
4. Non-availability or non-accessibility of the Elever App, mobile application, electronic payment gateway, telephone(s), or office(s) of Elever for reasons including those beyond Elever’s control;
5. 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;
6. Any act of Force Majeure (as defined hereunder);
7. Any inaccuracy or typographical error on our Elever App or any written, E-mail , SMS & WhatsApp communication. Elever specifically disclaims any liability for such inaccuracies or errors;
8. 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
9. 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's liability if any at all, in all circumstances shall not exceed the total investment advisory for the Service 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 IA Service Agreement and/or PMS Agreement. Even upon termination of the IA Service Agreement and/or the PMS Agreement, the terms of this Agreement, to the extent applicable, shall continue to remain in force.

XIII. Indemnity

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 Login Credentials with any third person and shall exercise all care to protect and maintain the confidentiality of Your Login 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 Login 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 Login Credentials, for execution of Your instructions or Elever’s discretion, as applicable, with regards to purchase /redemption /switch/sell or other transactions/ activities in respect of Securities or products or for availing of any Service of Elever, whether offered directly or through a Service Partner, on the terms and conditions mentioned herein.
You further acknowledge that, wherever applicable, You shall not base any decision solely on Elever’s advise. You shall verify, as to the completeness and accuracy, of the same independently before placing any reliance on the same for any analysis. You agree and acknowledge that You have 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 Applicable 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 Service 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 are applicable to any service or product further to the Service provided by us availed by You 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 Your KYC information with the Service Partner for availing 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.