Terms and Condition

BERRYWISE.AISERVICES AGREEMENT

Date oflast revision: Feb 10, 2023

This Services Agreement (“Agreement”) is made and entered into:

BETWEEN

Quniq Technologies Private Limited, having its     principal place of business at 32/3-1, VN Rao Road, Madhavnagar,     Bangalore-560001 (hereinafter referred to as “QTPL”);          AND You(hereinafter     collectively referred to as "Client"     or "You"). If you are     entering into this Agreement on behalf of a legal entity you represent     that you have the authority to bind such entity to these terms and     conditions, in which case the term "Client" or “You” shall refer     to such entity.

WHEREAS:

1. QTPL,     along with the 'Berrywise.ai' (together referred to as “Berrywise” or “We”), is engaged in     providing a host of financial products related services as set out under Annexure     1 to     this Agreement (“Services”) in accordance with applicable law.
2. You wish to utilise the     Services of the Berrywise.

For the purposes of this Agreement, the “Berrywise” means and refers to the following entities:

1. Quniq     Technologies Private Limited, an AMFI registered mutual fund distributor     bearing ARN - 263550 engaged in the business of distribution of mutual     funds and other financial services (“QTPL”).; and
2. Berrywise.ai, a registered     trademark of QTPL, a website, a personal finance tools, content,     technology & operations support platform for consumers and     businesses.
             

NOW,THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein, Berrywise and You hereby agree as follows:

1. Using Our Services

 
1. You may make      use of our Services through our online web portal, mobile app; other      online mechanisms and through interaction with our relationship managers,      financial planners and investment advisors, as the case may be.
 
2. Berrywise complies with all      regulations and compliances as per Indian law. If you are accessing our      Services from any jurisdiction outside India, the onus of compliance with      the local laws lies on you.
 
3. 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.
 
4. 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.
 
5. You agree that in the event      the Services rendered by Berrywise under this Agreement are availed by      multiple persons, then, Client 1 will be designated as the primary      contact and appointed as the single point of contact by the signatories      of this Agreement. The primary contact shall communicate with Berrywise      with respect to this Agreement and any other matters pertaining to the      Client’s accounts. Any change in the designated primary contact shall      forthwith be communicated to Berrywise, in writing. In case of a legal      entity, the primary contact shall be the person duly authorised by the      legal entity to sign this agreement.
 
6. Your clicking on the “I      accept” checkbox or "Signing up" to our services 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.
 
7. 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.

I: Identity & Authentication
         Berrywise 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, Berrywise or its Service Partners which are so     authenticated will be considered to have originated from you.

II: Third Party Service Partners
         For the provision of Services, Berrywise may utilise     third party service partners (“Service Partners”) other than Berrywise.     The use and operation of any integrated services from our Service Partners     such as investment advisory, portfolio management, investing, borrowing,     insurance, data aggregation, etc. will be additionally governed by the     relevant service terms and contracts of the respective Service Partners.     Berrywise shall not be liable for any penalties, loss or damage which is     incurred by You due to the negligence or actions of any Service Partner of     Berrywise and not caused by any action of Berrywise. A list of service /     fulfillment partners is available here.

III: Provision of Services
         You acknowledge and agree that, for the provision of     Services under this Agreement:

 
1. Berrywise      shall carry out all activities that are required to fulfil its regulatory      obligations for the provision of Services under this Agreement.
 
2. Your access to our Services is      associated with a username and password (together “Login Credentials”)      and Berrywise 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. Berrywise 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.
 
3. Berrywise may utilise third      party vendors (“Vendors”) for support in provision of Services. A list of      Vendors utilised by Berrywise is available here
 
4. Berrywise, or its Vendors, may
 

 
1. contact you       on issues relating to provision of Services;
 
2. communicate with its Service       Partners or Manufacturers (as defined under Annexure 3) and their       authorized service providers on your behalf for financial or       non-financial transactions; and
 
3. 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.
 

 
1. 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.
 
2. Other than as expressly set      out in this Agreement, neither Berrywise 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’.
 
3. 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. Berrywise does not      levy nor does it receive those charges.

IV: Grievance Redressal & Communication Berrywise     provides multiple channels for you to request for support or to     communicate any grievances you may have:

 
1. By      sending an email to support@berrywise.ai
              Any      of your queries & requests shall be responded to within 2 (two)      working days of receipt. Resolution, appropriate and to your satisfaction      shall be provided as soon as possible depending upon the nature of the   request.
              
   V: Privacy and Data Protection

  Under no circumstances will we sell or rent your      personal information to anyone, for any reason, at any time.  

 
1. Berrywise      shall use your data specifically for the provision of Services you have      subscribed to, and in accordance with the Privacy Policy
 
2. You provide your explicit      consent to share your data across to the extent required for provision of      the Services, and as may be required to comply with any regulatory      requirements.
 
3. Where the Services under this      Agreement are being availed together as a family by multiple Clients,      each Client provides explicit consent to Berrywise to share their data      with the other Clients who are signatories under this Agreement for the      purpose of provision of Services.
 
4. Berrywise 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.

VI: Use of Google Analytics
         Berrywise uses Google Analytics,     a web analytics service provided by Google, Inc. Google Analytics uses     first-party cookies to report on user interactions with our web-based     services. These cookies store non-personally identifiable information.     Google Analytics aggregates technical data (non personally identifiable     data relating to your usage of our website) with data collected from other     users. Berrywise uses this     information to identify the most popular areas of the Services and how to     best present and customise them.
         For more information about how Google handles technical information,     please visit the site, "How Google uses data when you use our     partners’ sites or apps", (located     at:www.google.com/policies/privacy/partners ). Under no circumstances will     your email, password, any personal financial data be collected by or     shared with Google Analytics.

VII: Fiduciary Duties and Fairness of Charges In providing     you its Services, Berrywise will:

 
1. Put your      best interests first;
 
2. Act with prudence, that is,      with the skill, care, diligence and good judgment of a professional;
 
3. Provide conspicuous, full and      fair disclosure of all important facts and not mislead you in any manner;
 
4. Avoid conflicts of interest;      and
 
5. Fully disclose and fairly      manage, in your favour, any unavoidable conflicts.
              Berrywise will not charge you more than once for the same service      either directly or indirectly.

VIII: Limitation of Liability You will not dispute and/or     hold Berrywise responsible for:

 
1. Any act that      is not an obligation of Berrywise in this Agreement.
 
2. Any disclosures made      byBerrywise to any statutory body under any law.
 
3. Any loss, notional or      otherwise, incurred because of:
 

 
1. Delays       either at the bank, bank payment systems, Registrar and Transfer Agency       or any Manufacturer (as defined under Annexure 3 hereunder) or any other       similar agencies or entities;
 
2. Rejection of your       instructions by the Bank, Registrar and Transfer Agency or any       Manufacturer;
 
3. Providing access to       information and/or processing of instructions authenticated by your       Login Credentials;
 
4. Non-availability or       non-accessibility of the website, mobile application, electronic payment       gateway, telephone(s), or office(s) of Berrywise for reasons including       those beyond Berrywise's control;
 
5. Any penalties, loss or damage       to you which is due to the negligence or actions of any Service Partner       of Berrywise and not caused by any action of Berrywise;
 
6. Any act of Force Majeure (as       defined hereunder);
 
7. Any inaccuracy or       typographical error on our website or the mobile application or any       written, E-mail & SMS communication. Berrywise specifically       disclaims any liability for such inaccuracies or errors;
 
8. Depletion of value of       securities or Products (as defined under Annexure 3) 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 Berrywise not       being able to provide the Services to you.
                You further acknowledge and agree that, to the maximum extent       permitted by law, neither Berrywise 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.
 

IX: Berrywise Intellectual Property

 
1. Berrywise      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 Berrywise. The “Berrywise”      name and logos and all related names, trademarks, service marks, design      marks, and slogans are the trademarks or service marks of Quniq      Technologies Private Limited.
 
2. 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 Berrywise, 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.
 
3. You may not use      the Berrywise logo in any manner that is deceptive or disparaging, or in      connection with any product or service that Berrywise does not explicitly      endorse.
            
   Your Content in Our Services
              Some      of our Services allow you to upload, submit, store, send or receive      content. When you upload, submit, store, publish, send or receive content      to or through our Services, you provide us with your consent to utilise      such content, including for our marketing purposes, subject to our      Privacy Policy.
              Such      content must not:
 
4. be harmful, harassing,      blasphemous, defamatory, obscene, pornographic, paedophilic, libellous,      invasive of another’s privacy, hateful or racially or ethnically      objectionable, disparaging, and relating to, or encouraging money      laundering or gambling.
 
5. harm minors in any way.
 
6. infringe any patent,      trademark, copyright or other intellectual property rights.
 
7. deceive or mislead the reader      about the origin of such messages or communicate any information that is      grossly offensive or menacing in nature;
 
8. contain software viruses or      any other programs designed to interrupt, destroy or limit the      functionality of another computer or mobile device.
 
9. threaten the unity, integrity,      defence, security or sovereignty of India, friendly relations with      foreign states, or public order.
 
10. cause the incitement to commit      any offence or prevent the investigation of any offence.
 
11. be insulting to any other      nation.
 
12. impersonate another person.
 
13. violate the provisions of the      Information Technology Act, 2000 and rules and regulations thereunder or      any other applicable laws.

X: 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 Berrywise,     you may terminate your subscription in accordance with the termination     provisions under the applicable Subscription Agreement. Even upon     termination of the Subscription Agreement, the terms of this Agreement, to     the extent applicable, shall continue to remain in force.

XI: Indemnity
         You agree to indemnify, defend, and hold Berrywise,     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.

XII: Limitation of Remedies

 
1. In no event      will Berrywise, its Service Partners, its Vendors or their respective      officers, directors, or employees be liable for any action performed or      omitted to be performed or for any errors of judgment in relation to your      account.
 
2. Berrywise shall not be held      accountable for any losses incurred as a result of any actions /      occurrences as set out in Clause X (Limitation of Liability) of this      Agreement or such actions / occurrences not attributable to Berrywise.
 
3. A gesture of goodwill on      behalf of Berrywise such as refunds and / or reimbursement of transaction      charges or any other sum, shall not constitute an acknowledgment of any      wrongful act or liability by Berrywise and you shall not have any further      or additional recourse, legal or otherwise against Berrywise.

XIII: Governing Law and Jurisdiction

 
1. 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 Bengaluru, Karnataka, insofar as it relates to any party      seeking to obtain injunctive or equitable relief.
 
2. 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.
 
3. 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.
 
4. The seat and venue of the      arbitration shall be Bengaluru, India. The language of arbitration shall      be English.
 
5. The parties shall bear their      own legal and other costs and expenses necessary for resolution of the      dispute.
 
6. 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.

XIV: General Provisions

 
1. Force      Majeure: The parties hereby agree that the period of time during which      Berrywise 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 Berrywise’s time for performance thereof;      and Berrywise shall have no liability by reason thereof. In such an event      Berrywise 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 Berrywise to render services, including      failure on account of a cyber threat / risk.
 
2. 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.
 
3. Further Assurance: Each of the      parties shall perform such further acts and execute such further      documents as may reasonably be necessary to carry out and give full      effect to the provisions of this Agreement and the intentions of the      parties as reflected hereby.
 
4. Assignment: Neither You or      Berrywise may assign or otherwise transfer the rights under this      Agreement without written consent of the other.

ANNEXURE 1

DESCRIPTION OF SERVICES OF SCRIPBOX

Berrywise has the capability to provide the following services as per the consent and requirement of the Client. The specific set of Services provided to You shall depend upon your specific requirements and consents.

[Service Provider

Description of Service]

Berrywise.ai

1

Data  aggregation

   
• Aggregating &        consolidating data from multiple sources & providers
 

2

Self  serve app based Financial Planning

 
• Integrated view of Cash       Flows, Assets, Liabilities, Net Worth
 
• Financial Health Ratios       Analysis
 
• Financial Goals Planning
 
• Retirement Planning
 

3

Customised  Financial Planning

 
• Designated relationship       manager
 
• Life Goals Planning
 
• Customised Cash Flow       Scenarios Planning
 
• Savings Analysis &       Liquidity Management
 

4

Risk  Analysis & Asset Allocation

   
• Risk Profiling based on        Willingness and Ability
   
• Asset Allocation as per the        risk profile
 

5

Financial  Awareness

   
• Personal finance educational        content & blog
 

Quniq Technologies Private Limited

6a

Mutual  funds distribution services (& advice incidental to)

   
• Advisory on Existing MF        Investments
   
• Mutual Funds & Index        Funds distribution (Regular funds)
   
• Mutual funds analysis,        rating & recommendations
   
• Periodic mutual fund        portfolio review & rebalancing
 

6b

Distribution services for capital market advisory  products from parties other than Berrywise

   
• PMS
   
• Advisory Portfolios from        third parties
 

7

Distribution/  Execution services for other investment products

   
• International Stocks
   
• Fixed Deposit Schemes with        Banks & Companies
 

8

Servicing  & Reporting

   
• Phone/E-mail support
 

Note:The provider of Services under this Annexure is subject to change depending on any alteration in theregulatory landscape under applicable law or due to operational decisions by Berrywise.

.

ANNEXURE 3

TERMS FOR DISTRIBUTION SERVICES

1. Whereas:

 
1. QTPL is a      distributor or corporate agent of multiple issuers of financial products,      securities and contracts (“Manufacturers”) as set out in Appendix to      these terms for provision of Distribution Services (“Terms”). QTPL may,      in the future, partner with other Manufacturers and obtain licenses /      permissions to provide additional services which shall be updated on its      channels of use and covered by the terms of these Terms.
 
2. QTPL provides Distribution      Services via multiple channels including website(s) and mobile      application(s) of aggregators and other Service Partners.
 
3. These Terms record your      understanding and arrangement in relation to the Distribution Services      being availed by you from QTPL.
 
4. Words not specifically defined      under these Terms shall have the same meaning as has been defined under      the Agreement.

1. QTPL will     provide access to its online technology platform for provision of Services     which include:

 
1. facilitation      of subscription and redemption of any financial products, securities,      contracts or units (“Products”) by transmitting your money and      instructions to the relevant Manufacturers through your distribution      account;
 
2. facilitation of non-financial      transactions which will include services such as changes in your      information recorded by any Manufacturer, as the case may be;
 
3. provision of information and      offer documents of all mutual funds available through its platform along      with recommendation of mutual funds for specific asset classes;
 
4. responding to your queries      relating to Distribution Services and acting as your point of contact for      various Manufacturers;
 
5. conduct any other actions      similar to the above for any additional services which may be provided by      QTPL; and
 
6. any other Services as have      been set out in Annexure 1 of the Services Agreement as permitted by      Applicable Law and consented to be utilised by You.

A: Compliance with Law
         You acknowledge and agree that:

 
1. Your      investments through QTPL are subject to, and will be in full compliance      with, the laws of India; any international agreements / treaties which      India is a party to; relevant regulations from SEBI, RBI & other      regulatory bodies; the terms & conditions of respective mutual fund      schemes and AMCs; and the codes and guidelines applicable to mutual fund      distributors (“Applicable Law”).
 
2. You shall provide true and      correct information to QTPL and agree to provide, in a timely manner,      QTPL and the AMCs with such information, documents and consents, as may      be required to comply with Applicable Law. QTPL has your consent to carry      out verifications and validations of your information and instructions.
 
3. Investments made by you shall      be from your verified bank account (primary holder’s bank account where      such account is a joint account), from legitimate sources and if you are      a non resident of Indian origin, You will remit funds from abroad only      through approved banking channels from funds in your NRE/NRO account in      accordance with Applicable Law.

B: Provision of Services
         You acknowledge and agree that:

 
1. You have the      necessary authority to place investment and other instructions:
 

 
1. using       netbanking or unified payments interface(UPI) through your verified bank       account; or
 
2. using a mandate approved by       your bank.
 
3. using a credit card, wherever       permitted
 

 
1. Your instructions will be      processed the same day if received before the cut-off times specified by      QTPL subject to the norms followed by the relevant Manufacturer relating      to receipt of your investment funds. If not, they will be processed on      the next business day or in accordance with the applicable norms of the      specific Manufacturer. QTPL may specify cut-off times earlier than the      times specified by a Manufacturer.
 
2. QTPL or its Vendors will      forward your instructions to the AMC electronically, and the AMC will      process the transactions on the basis of such electronic instructions.      AMCs are not obliged to accept your application for subscription to units      of their mutual fund schemes in part or in full.
 
3. You have the right to transact      directly with the Manufacturers or any of their other Service Partners      even in respect of the investments made through QTPL, as permissible by      applicable law and the Manufacturer. You understand that if You transact      directly with the Manufacturers or their other Service Partners, QTPL may      not have accurate information in relation to such investments. You have      this right even after the termination of this Agreement.
 
4. Mutual fund investments are      subject to market risks and You shall have read all relevant scheme      documents issued by the AMC, such as Offer Document, Scheme Information      Document, Statement of Additional Information, Key Information Memorandum      (“Offer Documents”) carefully before investing. You understand that the      past results of a mutual fund are not a guarantee to its future      performance.
 
5. Investments in any Products      are subject to market and other risks and You shall have read the      relevant documents relating to details of the Products issued by the      Manufacturer of the relevant Product carefully before investing. You      understand that past results of a particular Product are not a guarantee      to its future performance.
 
6. Based on the Products in which      you are investing / may invest, you may need to seek independent      financial planning, legal, accounting, tax or other professional advice      before investing or withdrawing.

C: Term and Termination
         These Terms are valid for a continuous period unless     you terminate your acceptance of these Terms by closing your account with     QTPL or, QTPL, at its sole discretion, closes your account for     non-compliance with this Agreement, these Terms or any Applicable Laws.

D: Effects of Termination

 
1. QTPL will      continue to securely maintain a record of your personal information and      your financial transactions to fulfill regulatory obligations. QTPL will      provide you details of the Manufacturers in whose Products you are      invested in and will fulfill your redemption/transfer requests or any      other transactional requests, if required and permitted by Applicable      Law.
 
2. Your obligations set out under      Clause 3, Clause 5, Clause 6 and Clause 7 of these Terms and provisions      of the Agreement, as may be applicable, shall continue to remain in force      post termination of Distribution Services under this Agreement.

E: Miscellaneous

 
1. These Terms      as well as the Agreement set out above entirely governs the relationship      between QTPL and You. They do not create any third party beneficiary      rights.
 
2. Any appendix to these Terms      shall constitute a part of these Terms.
 
3. If any provision contained in      these Terms is unenforceable, it will not affect the other provisions of      this Agreement.

Appendix

Details of Manufacturers

1. Association  of Mutual Funds of India (AMFI): Distributor of mutual fund units     registered with AMFI under ARN 263550

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