This Platform Agreement (“Platform Agreement”) is entered into between the users (“User”, “you”) and Helena Edtech Private Limited (“Company” “our”, “us”, “we”), a company established under Companies Act, 2013. It is legally binding agreement. And it governs the terms on which Users can avail the Platform Services (defined below) from the Company.
1.1 In addition to the definitions provided throughout this Platform Agreement, these terms are defined as following:
i. Account means the account created by the User to access and avail the Platform Services.
ii. Applicable Laws means all applicable laws, rules, regulations, orders, ordinances, protocols, codifications, guidelines, policies, notices, directions and judgments or other similarly mandatory requirements of any statutory/regulatory/local authority of India.
iii. Investment Advisory Agreement means the agreement entered into between the User and SAPL, which governs the advisory services provided by SAPL to the User (through the Platform).
iv. Platform means the mobile application and the website bearing the domain http://www.educationfund.in/ which is owned, operated and managed by the Company.
v. Samyama Advisors Private Limited or SAPL is a company established under Companies Act, 2013 and registered as an investment advisor under the Securities Exchange Board of India (Investment Advisers) Regulations 2013.
2. SCOPE OF AGREEMENT
2.1 The Company helps Users understand, manage and plan their education related goals (“Platform Services”). This Agreement governs your access and use of the Platform Services.
2.2 You can avail the Platform Services after paying the Fee (defined hereinafter).
2.3 The Company may add and subtract from the Platform Services (from time to time). The Company may also have to modify the Platform Services or the Platform on account of changes in Applicable Law. In such case, the Company is not liable, if the User becomes incapable of using all or any part the Platform or the Platform Services.
2.4 In addition to the Platform Services, Users can avail the advisory services provided by SAPL in accordance with the Investment Advisory Agreement.
3. USER ACCOUNT
3.1 In order to use the Platform, you must create a profile (“Account”) with us through the Platform. To create an Account, you must provide us your phone number, which we may authenticate with a one-time password. We may also require you to permit us to gain access to your SMSes, contacts, location data, installed applications, storage and such other device data needed for us to provide our Platform Services to you. And in order to use the Platform Services, you may need to provide the following information:
i. Full name;
ii. Date of birth;
iii. Permanent Account Number (PAN);
iv. Bank details – bank account number, account holder name, IFSC code;
v. Nominee details; and
vi. Scanned copy of address proof.
3.2 You are responsible to maintain the privacy and security of your Account. The Company is not responsible in the event anyone accesses your Account without authorization.
3.3 If you provide false, inaccurate or incomplete information, the Company has a right to suspend or terminate your Account and refuse access and use of the Platform and Platform Services.
3.4 We may cancel, delete or deactivate your Account if we believe that it has been compromised or used without your consent or knowledge.
4. USE OF PLATFORM SERVICES
4.1 You agree to:
I. use and access the Platform Services in compliance with all Applicable Laws;
II. notify the Company immediately in case of any breach of security, loss, theft or unauthorized access or use of your Account;
III. provide additional identity proof or alternative method of communication, if needed by the Company;
IV. promptly comply with all reasonable requests and instructions of the Company with respect to access and use of Platform Services;
V. maintain the security and confidentiality of your password and Account information at all times; and
VI. be responsible for all activities conducted through your Account, whether authorized by you or not.
5.1 To access and use the Platform and Platform Services, the User is required to pay the fee (“Fee”),specified by the Company from time to time. To continue using the Platform Services, the User must pay the Fee at the start of each billing cycle.
5.2 The Company has the right to revise the Fee from time to time.
5.3 The Fee (paid by the User) is not refundable.
6. REPRESENTATIONS AND WARRANTIES
6.1 You represent and warrant that:
I. you are at least 18 (eighteen) years of age;
II. the information provided by you at the time of Account creation and accessing Platform Services is true, current and complete;
III. if any information provided by you changes, the User will promptly notify the Company.
7. INVESTMENT AND ANY OTHER ADVICE
7.1 The User agrees that the Platform Services are not ‘investment advice’ provided by the Company.
7.2 After creating an Account, you may be asked to answer a set of questions to understand your education related goals and risk appetite. Based on the information provided by you, the Company(through its proprietary algorithm) may provide suggestions to manage and plan for such education related goals. These suggestions are not investment advice. And the decision to save or invest in any financial product, whether suggested or not, is at your sole discretion, cost and risk.
7.3 You are solely responsible for understanding the risks related to the financial products listed on the Platform. The Company is not responsible for your educational, investment or saving decisions.
7.4 If the Company or any external consultants/vendors (engaged by the Company) provides any information, recommendation or advice through the Platform, you may act upon it at your own cost and risk. The Company is not responsible for the decisions taken by you based on such information, recommendation or advice.
7.5 The Company, and its officers, directors, partners, employees, agents and affiliates will have no liability with respect to any investment, saving, educational decisions or transactions made by the User.
8. THIRD PARTY LIABILITY
8.1 In providing the Platform Services to you, the Company may need to use third-party services. For example, the Company may engage external consultants to help you plan and manage your education related goals. The Company does not accept any liabilities that may arise from your use of or reliance on such third-party services.
8.3 The Platform may contain links to third party websites or applications. The Company disclaims:
I. the accuracy or correctness of information available on such third party websites or applications;
II. all liability, direct or indirect, for any damage or loss caused by or relating to the access to
third party websites or applications.
9. DATA USAGE
9.2 The User also permits the Company to share its User Data with SAPL, so that SAPL can offer and provide its advisory services (through the Platform) to the User.
10.1 To the extent permitted under applicable law, the User agrees, to indemnify the Company, its affiliates, directors, agents, and employees from and against all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney’s fees, due to, arising out of or relating in any way to the User’s (i) access to or use of the Platform and/or Platform Services;
(ii)breach of the Platform Agreement, (iii) breach of any applicable laws or third-party rights.
11. DISCLAIMERS AND LIMITATIONS
11.1 The Platform and Platform Services are provided on an “as is” basis without any representation or warranties, express or implied except otherwise specified in writing. The Company does not warrant the quality of the Platform Services or the Platform, including its uninterrupted, timely, secure or error-free provision, continued compatibility on any device, or correction of any errors.
11.2 In no event will the Company or any of its affiliates, successors, and each of their respective investors, directors, officers, employees or agents be liable for any special, incidental, punitive, direct, indirect or consequential damages or losses suffered as a consequence of a breach of the Platform Agreement by another user or arising out of the use of or the reliance on any of the Platform Services or the Platform.
11.3 In the event any exclusion contained herein is held to be invalid for any reason and we or any of our affiliate entities, officers, directors or employees become liable for loss or damage, then, any such liability shall be limited to the Fee paid by the User.
11.4 The written, audio and video content on the Platform is for consumer education and general awareness only and should not be considered as investment, tax, legal or financial advice.
11.5 The Company may show images and number projecting returns from time to time based on the information provided by the User. The User agrees that any such projections are illustrative only and the Company does not guarantee the fulfillment of such projections.
If the Company decides to terminate your Account for any reason, it will inform you of such decision on the Platform or by email. However, this will not extinguish your obligations under the Platform Agreement (if any), that survive the termination of the Agreement. The Company will not be liable for any losses or damages that you may suffer from termination of your Account or this Agreement.
13.1 Disputes: This Platform Agreement and any action related thereto will be governed by the laws of India. Any disputes arising out of or related to the Platform Agreement, the Platform, or the Platform Services (collectively, “Dispute(s)”) shall be subject to the jurisdiction of the courts located in Ahmedabad.
13.2 Assignment: The User shall not assign or transfer any right or obligation that has accrued to the User under this Platform Agreement, and any attempt by the User to assign or transfer such rights and obligations, shall be null and void. The Company may assign or transfer any right or obligations that accrued in its favour, at its sole discretion, without any restriction.
13.3 Waiver: Unless otherwise stated expressly, any delay or failure in the Company exercising any rights/remedies arising out of this Agreement and/or other policies available on the Platform, shall not constitute a waiver of rights or remedies and no single/partial exercise of any rights or remedies, hereunder, shall prevent any further exercise of the rights/remedies by the Company.
13.4 Survival: The User acknowledge that its representations, undertakings, and warranties and the clauses relating to indemnities, limitation of liability, governing law & arbitration and these general provisions shall survive the efflux of time and the termination of this Agreement.
13.5 Severability: If any provision of this Platform Agreement is held illegal or unenforceable, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Any such provision held invalid, illegal or unenforceable shall be substituted by a provision of similar import reflecting the original intent of the parties to the extent permissible under Applicable Laws.
13.6 Force Majeure: Under no circumstances is the Company liable for any damage or loss due to deficiency in provision of the Platform Services resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, or any other government regulations, floods, storms, electrical failure, civil disturbances, riots.