1. DEFINITIONS

For the purposes of these Terms of Service ("Terms"), the following expressions shall have the meanings ascribed to them hereunder, unless the context otherwise requires:

"Company" / "Kodo North" / "We" / "Us" / "Our"

Kodo Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 1108, One Lodha Place, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, India, operating the Kodo North platform.

"Platform"

The web application, mobile application, APIs, portals, dashboards, tools, and all associated digital infrastructure operated by the Company under the brand "Kodo North," accessible at www.kodo.com and such other URLs as may be designated by the Company.

"User" / "You" / "Your"

Any individual, corporate entity, partnership firm, limited liability partnership, trust, or any other legal entity that accesses or uses the Platform, including the Primary Owner, Admins, and Authorised Representatives.

"Primary Owner"

The individual duly authorised by the board of directors, managing partners, trustees, or equivalent governing body of a User entity to hold principal control over the Platform account and bind the User entity to these Terms.

"Admin"

A person designated by the Primary Owner or another Admin to manage Platform settings, execute transactions, and invite additional Admins or Users.

"Authorised Representative"

Any individual granted access to the Platform on behalf of a User entity, including the Primary Owner, Admins, and view-only personnel.

"Treasury Services"

The suite of tools and features on the Platform relating to cashflow management, financial operations, approval workflows, banking integrations, and related financial management facilities.

"Mutual Fund Distribution Services"

Services provided by the Company in its capacity as an AMFI-registered Mutual Fund Distributor under ARN 354182, facilitating the subscription, redemption, switching, and portfolio tracking of mutual fund units.

"Services"

Collectively, the Treasury Services, Mutual Fund Distribution Services, and all other features, tools, facilities, and functionalities made available through the Platform.

"AMC"

Asset Management Company registered with SEBI to manage mutual funds.

"RTA"

Registrar and Transfer Agent engaged by an AMC to maintain records of mutual fund unitholders.

"AMFI"

Association of Mutual Funds in India.

"ARN"

AMFI Registration Number, being ARN 354182 held by Kodo Technologies Private Limited.

"NAV"

Net Asset Value of a mutual fund scheme as declared by the respective AMC.

"Electronic Instructions"

Any instruction, order, transaction request, approval, or communication transmitted by a User through the Platform using authenticated credentials.

"KYC"

Know Your Customer – identity verification and due diligence procedures as mandated under applicable laws including PMLA, SEBI regulations, and AMFI guidelines.

"PMLA"

Prevention of Money Laundering Act, 2002, as amended from time to time.

"SEBI"

Securities and Exchange Board of India.

"DPDP Act"

Digital Personal Data Protection Act, 2023, as notified and amended from time to time.

"IT Act"

Information Technology Act, 2000, as amended from time to time.

"FEMA"

Foreign Exchange Management Act, 1999, as amended from time to time.

"Credentials"

User IDs, passwords, PINs, OTPs, biometric authenticators, API keys, and any other authentication parameters issued to or set by a User to access the Platform.

"Intellectual Property"

All patents, copyrights, trademarks, service marks, trade secrets, database rights, design rights, source code, algorithms, and all other intellectual property rights subsisting in or relating to the Platform and its Content.

"Business Day"

A day on which banks are open for business in Mumbai, Maharashtra, India, and which is not a public holiday under applicable law.

"Force Majeure Event"

Any event beyond the reasonable control of the Company including acts of God, war, insurrection, civil disturbance, sabotage, national emergency, governmental action, regulatory action, strikes, AMC/RTA downtime, banking system outages, internet disruptions, or cyber-attacks.

2. ACCEPTANCE OF TERMS

2.1  By accessing, registering on, or using the Platform in any manner, You irrevocably and unconditionally agree to be legally bound by these Terms, together with the Privacy Policy, the Mutual Fund Distribution Disclosure, and any other policies, guidelines, schedules, or addenda published by the Company from time to time (collectively, the "Agreement").

2.2  If You are accessing the Platform on behalf of a legal entity, You represent and warrant that You have full authority to bind such entity to this Agreement, and Your acceptance shall constitute the acceptance of the entity. The entity and You shall be jointly and severally bound by these Terms.

2.3  These Terms constitute a legally valid, binding, and enforceable electronic contract under the IT Act and the Indian Contract Act, 1872. No physical signature is required for the enforceability of these Terms.

2.4  If You do not agree to any part of these Terms, You must immediately cease all access to and use of the Platform. Continued use of the Platform following the publication of any amendment shall constitute Your deemed acceptance of such amended Terms.

2.5  The Company reserves the right to modify these Terms at any time without prior notice. The Company shall endeavour to notify registered Users of material changes through in-Platform notifications or email. It is Your responsibility to review these Terms periodically.

3. ELIGIBILITY

3.1  The Platform is intended exclusively for use by entities and individuals who:

• Are competent to enter into legally binding contracts under the Indian Contract Act, 1872;

• In the case of corporate entities: are duly incorporated and validly existing under applicable law, and whose Authorised Representative has the requisite authority to bind such entity;

• Have completed the KYC/onboarding process mandated by the Company and applicable regulations;

• Are not prohibited from using the Platform under any applicable law, regulatory order, or court directive;

• Are residents of India, unless specifically permitted otherwise by the Company in writing.

  
  

3.2  The Platform is NOT intended for use by:

• Individuals below the age of eighteen (18) years;

• Persons or entities subject to regulatory sanctions, blacklisting, or debarment by SEBI, RBI, AMFI, FIU-IND, or any other regulatory body;

• Non-Resident Indians (NRIs), Overseas Citizens of India (OCIs), or foreign nationals, unless expressly permitted in writing by the Company and such use is compliant with applicable FEMA and RBI regulations;

• Entities that have been previously suspended, terminated, or banned from the Platform.

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3.3  The Company reserves the right to verify eligibility at any time and to deny, suspend, or terminate access where eligibility criteria are not or cease to be met, without prior notice or liability.

4. NATURE OF SERVICES

4.1  Treasury and Financial Operations Management

The Platform provides technology-enabled treasury management tools including, without limitation: cashflow monitoring and forecasting, financial operations management, approval workflows, banking integration interfaces, expense management, user dashboards, and analytics. These tools are provided as a software-as-a-service (SaaS) facility to assist Users in managing their financial operations.

⚠ IMPORTANT NOTICE: The Treasury Services constitute a technology facilitation platform only. The Company does not provide financial advisory, investment advisory, accounting, audit, legal, or tax advice in connection with Treasury Services. All financial decisions remain solely the responsibility of the User and their authorised personnel.

4.2  Mutual Fund Distribution Services

The Company is registered with AMFI as a Mutual Fund Distributor under ARN 354182 and facilitates the distribution of mutual fund products. The Mutual Fund Distribution Services include:

• Facilitation of subscriptions, redemptions, switches, and systematic plans in mutual fund schemes;

• Portfolio tracking and reporting across AMCs and schemes;

• Transmission of Electronic Instructions to AMCs and RTAs;

• Communication of scheme-related information and factsheets;

• Distributor-assisted investment journeys and dashboards.

  
  

⚠ IMPORTANT NOTICE: IMPORTANT MUTUAL FUND DISCLAIMER: Mutual fund investments are subject to market risks. Past performance of any scheme does not guarantee future returns. The Net Asset Value (NAV) of mutual fund units may increase or decrease depending upon the factors and forces affecting the securities market. Please read all scheme-related documents carefully before investing. The Company acts solely as a distributor/facilitator and NOT as a registered investment adviser (RIA) under SEBI (Investment Advisers) Regulations, 2013. No content, communication, or recommendation provided through the Platform shall be construed as investment advice, financial planning advice, or a solicitation to buy or sell any specific securities or financial instruments.

4.3  General Disclaimer on Nature of Services

4.3.1  The Company is a technology intermediary and mutual fund distributor. It does not: (a) hold client funds on its own account; (b) provide portfolio management services; (c) act as a stockbroker or investment bank; (d) offer guaranteed returns or assured income; or (e) provide fiduciary services unless expressly agreed in a separate written arrangement.

4.3.2  All transactions facilitated through the Platform are executed by the respective AMC, RTA, or banking partner, and the Company's role is limited to transmission of Electronic Instructions and provision of a user interface.

5. USER ONBOARDING, KYC, AND AML OBLIGATIONS

5.1  Access to the Platform and commencement of Services shall be subject to the satisfactory completion of the Company's KYC and onboarding process, including without limitation:

• Submission of entity incorporation documents and constitutional documents;

• Submission of identity and address proofs for Authorised Representatives and beneficial owners;

• PAN card verification for the entity and its authorised personnel;

• Bank account verification;

• Completion of CKYC registration or equivalent KYC process as required under SEBI/AMFI regulations;

• Submission of board resolutions, partnership authorisation letters, or equivalent authority documents designating the Primary Owner and Authorised Representatives;

• Such additional documentation as the Company may require in compliance with applicable KYC/AML norms.

  
  

5.2  The User represents and warrants that all information and documentation submitted during onboarding and throughout the term of the Agreement is true, accurate, complete, and up to date. The User shall promptly notify the Company of any changes to previously provided information.

5.3  The Company reserves the right to conduct enhanced due diligence (EDD) at any time and to request additional information or documentation. Failure to provide such information may result in suspension or termination of access.

5.4  The Company is obligated to comply with PMLA, KYC Master Directions issued by RBI, SEBI KYC/AML guidelines, and AMFI guidelines on KYC for mutual fund investors. The User acknowledges and agrees that the Company may report suspicious transactions to FIU-IND and other regulatory authorities as required by law.

5.5  The User agrees that the Company may, at its sole discretion, undertake periodic re-KYC processes and that failure to comply with re-KYC requirements may result in suspension of Services.

6. ACCOUNT REGISTRATION AND SECURITY

6.1  Upon completion of the onboarding process, the Company shall create a Platform account for the User and designate a Primary Owner as specified by the User's authorising body.

6.2  The Primary Owner shall have the authority to:

• Create and manage Admin accounts;

• Configure role-based access controls for Admins and Users;

• Set transaction approval workflows and limits;

• Manage connected bank accounts and investment mandates.

  
  

6.3  Admins designated by the Primary Owner shall, once granted access, possess full authority to execute financial transactions on behalf of the User entity. The Company is not required to obtain fresh board resolutions, ratification, or other physical documentation to validate the authority of Admins added through the Platform. The User entity accepts full responsibility for transactions executed by all Admins.

6.4  Any change to the designated Primary Owner shall require submission of a fresh, duly certified Board Resolution (or equivalent authority document for non-corporate entities) to the Company. Such change cannot be effected unilaterally through the Platform.

6.5  The User, Primary Owner, and all Admins shall:

• Maintain the strict confidentiality of all Credentials;

• Not share Credentials with any unauthorised person;

• Use strong passwords and enable multi-factor authentication where available;

• Immediately notify the Company at support@kodo.in upon discovering or suspecting any unauthorised access, compromise of Credentials, or suspicious activity.

  
  

6.6  All Electronic Instructions transmitted from an authenticated Platform account using valid Credentials shall be irrebuttably deemed to have been transmitted by an authorised representative of the User entity and shall be legally binding on the User entity, regardless of whether such instructions were actually authorised by the appropriate internal decision-makers of the User entity. The Company bears no responsibility to independently verify the internal authorisation of any transaction.

6.7  The User acknowledges that the Company cannot physically or electronically verify the identity of the person operating the Platform at any given time, and accordingly accepts full legal and financial liability for all activities conducted through its account.

7. INVESTMENT RISK DISCLOSURE

⚠ IMPORTANT NOTICE: MANDATORY INVESTMENT RISK DISCLOSURE – PLEASE READ CAREFULLY BEFORE INVESTING

7.1  Mutual fund investments are subject to market risks. There is no guarantee or assurance of returns. The value of mutual fund units and any income generated may go down as well as up in response to changes in prevailing market conditions, interest rates, credit risk, liquidity, currency exchange rates, and other macro-economic factors.

7.2  Past performance of any mutual fund scheme is not indicative of future performance and should not be relied upon as a basis for investment decisions.

7.3  The NAV of mutual fund units is declared by AMCs and is subject to change daily. The Company does not guarantee the accuracy, timeliness, or completeness of NAV information displayed on the Platform, which is sourced from AMCs and RTAs.

7.4  The Company does not provide any guarantee of:

• Capital protection or preservation;

• Minimum or assured returns;

• Liquidity of any specific scheme;

• Execution of any transaction at a specific NAV;

• Timely processing of any redemption or switch request.

  
  

7.5  Users should consult their own qualified financial advisers, tax advisers, and legal counsel before making investment decisions. The Company makes no representation that the services or any particular scheme are suitable for any specific User's financial objectives, risk tolerance, or tax situation.

7.6  Tax treatment of mutual fund investments depends on the nature of the scheme, holding period, and applicable tax law, which may change from time to time. The Company does not provide tax advice.

8. NO INVESTMENT ADVISORY DISCLAIMER

8.1  The Company holds an AMFI Registration Number (ARN 354182) as a Mutual Fund Distributor. The Company is NOT registered as an Investment Adviser under SEBI (Investment Advisers) Regulations, 2013 and does NOT provide investment advisory services.

8.2  Any scheme information, performance data, portfolio analytics, or investment-related content provided through the Platform is for informational purposes only and shall not constitute or be construed as investment advice, research, a recommendation, or a solicitation to invest in any specific scheme or product.

8.3  As a distributor, the Company may receive distribution commissions, trail fees, or other remuneration from AMCs. Users acknowledge the existence of such distributor compensation and confirm that they have been informed of the same as required under AMFI guidelines.

8.4  The Company's distributor relationship with AMCs does not create any fiduciary obligation toward Users unless separately agreed in writing.

9. PERMITTED AND PROHIBITED USE

9.1  Permitted Use

The Platform is licensed for the User's internal business and financial management purposes only, specifically:

• Managing the User's own treasury and financial operations;

• Investing the User's own funds in mutual fund schemes facilitated by the Company;

• Generating reports, analytics, and dashboards for internal use;

• Managing multi-user access for the User's own employees and authorised personnel.

  
  

9.2  Prohibited Use

Users shall NOT use the Platform for any of the following:

• Any activity that violates applicable laws including PMLA, SEBI regulations, FEMA, IT Act, DPDP Act, Income Tax Act, or any other statute;

• Processing transactions involving proceeds of crime, tax evasion, or money laundering;

• Investing funds belonging to third parties without appropriate regulatory authorisation;

• Reverse engineering, decompiling, disassembling, or attempting to derive source code of the Platform;

• Creating derivative works or competitive products based on the Platform;

• Interfering with or disrupting the Platform's infrastructure, servers, or networks;

• Transmitting malware, viruses, or any code designed to disrupt or harm the Platform;

• Attempting to gain unauthorised access to other user accounts or the Company's backend systems;

• Misrepresenting identity or authority when using the Platform;

• Scraping, data mining, or bulk extraction of Platform data without prior written consent;

• Using the Platform to circumvent any regulatory control, sanction, or court order.

  
  

9.3  The Company reserves the right to monitor Platform usage for compliance with these restrictions and applicable law. The User consents to such monitoring.

10. BANKING, API, AND THIRD-PARTY INTEGRATION DISCLAIMERS

10.1  The Platform integrates with third-party banking institutions, payment gateways, AMCs, RTAs, data providers, and technology service providers ("Third-Party Services"). Such integrations are provided to enhance User experience and are subject to the terms and conditions of the respective third parties.

10.2  The Company does not own, control, or operate Third-Party Services and shall not be liable for:

• Downtime, outages, errors, or delays caused by Third-Party Services;

• Incorrect, stale, or incomplete data provided by AMCs, RTAs, or data vendors;

• Failure of banking integrations or payment rails to execute transactions;

• Compliance of Third-Party Services with applicable laws;

• Security breaches, data losses, or fraud attributable to Third-Party Services.

  
  

10.3  API access, if enabled, shall be governed by a separate API usage agreement. Unauthorised API access, credential sharing, or use of the API beyond permitted scope is strictly prohibited. The Company may suspend or revoke API access at any time without notice.

10.4  Acceptance of a transaction on the Platform does not guarantee acceptance or processing by the respective AMC, RTA, or banking partner. AMC/RTA processing is subject to their cut-off times, scheme-specific rules, and applicable regulations.

10.5  The Company shall endeavour, on a best-effort basis, to transmit Electronic Instructions to the relevant AMC or RTA in a timely manner but makes no guarantee as to the time of execution or processing of any transaction by AMCs or RTAs.

11. AML/CFT AND FRAUD MONITORING

11.1  The Company is obligated to comply with applicable anti-money laundering (AML) and counter-financing of terrorism (CFT) regulations, including PMLA and SEBI/AMFI AML guidelines. The Company maintains an AML/CFT policy and implements transaction monitoring controls.

11.2  The Company reserves the right to:

• Monitor, flag, and hold any transaction that it suspects may be connected to money laundering, terrorism financing, fraud, or violation of applicable law;

• Report suspicious transactions to FIU-IND, SEBI, AMFI, or any other regulatory authority without prior notice to the User;

• Freeze, block, or reverse transactions pending investigation;

• Share User information with law enforcement authorities, courts, and regulators as required by law.

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11.3  The User agrees to cooperate fully with any AML/CFT investigation and to promptly provide information or documentation as requested by the Company or any regulatory authority.

11.4  The Company shall not be liable for any losses suffered by the User as a result of any transaction freeze, reversal, or investigation undertaken in good faith under applicable AML/CFT regulations.

12. FEES, TAXES, AND BILLING

12.1  The fees, charges, and billing terms applicable to the User's use of the Platform shall be as specified in the applicable onboarding agreement, subscription agreement, or fee schedule communicated to the User at the time of onboarding or as updated from time to time.

12.2  The Company reserves the right to modify fees upon notice to the User. Continued use of the Platform following notification of fee changes shall constitute acceptance of such changes.

12.3  Goods and Services Tax (GST) and all other applicable taxes shall be levied on all fees and charges in accordance with applicable law and shall be borne by the User.

12.4  In the event of any outstanding dues, the Company is entitled to:

• Debit outstanding amounts from any amounts standing to the User's credit on the Platform;

• Temporarily suspend Services until dues are cleared;

• Initiate recovery proceedings.

  
  

12.5  The Company does not maintain a wallet or hold User funds. Any fund movements facilitated through the Platform are executed by banking partners or AMCs.

12.6  As a mutual fund distributor, the Company may receive commission and trail fees from AMCs. Such distributor commissions are not an additional charge to the User and are paid by the AMC from the scheme's management expense ratio.

13. INTELLECTUAL PROPERTY

13.1  All Intellectual Property rights in and to the Platform, including the software, source code, algorithms, user interfaces, databases, graphics, trademarks, brand names, logos, and all Platform Content, vest exclusively in the Company and its licensors.

13.2  Nothing in these Terms shall be construed as a transfer or assignment of any Intellectual Property rights to the User. The Company grants the User a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes set out in these Terms.

13.3  The User shall not reproduce, copy, distribute, sell, modify, adapt, translate, publicly display, publish, create derivative works from, or exploit the Platform or any Platform Content, in whole or in part, without the prior written consent of the Company.

13.4  Any feedback, suggestions, or improvement ideas provided by the User to the Company shall be owned by the Company and the User irrevocably assigns all rights therein to the Company.

14. CONFIDENTIALITY

14.1  Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose it to any third party without prior written consent, except as required by applicable law or regulation.

14.2  "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Platform, including technical data, business processes, financial information, user data, and Platform architecture.

14.3  The obligations of confidentiality shall survive the termination of these Terms for a period of five (5) years.

14.4  The User acknowledges that the Company may disclose User information to regulators, law enforcement agencies, courts, auditors, or other parties as required by applicable law, without breach of confidentiality obligations.

15. DATA USAGE AND CONSENT

15.1  By using the Platform, the User consents to the collection, processing, storage, and use of personal data and financial data as described in the Company's Privacy Policy, which is incorporated herein by reference.

15.2  The User expressly consents to the Company sharing User data with AMCs, RTAs, banking partners, KYC registration agencies, regulatory authorities, and other entities as necessary to provide the Services.

15.3  The User's rights in respect of personal data, including the right of access, correction, and deletion, are governed by the Privacy Policy and applicable data protection law, including the DPDP Act.

16. COMMUNICATION CONSENT

16.1  By accepting these Terms, the User expressly and unconditionally consents to the Company and its authorised agents contacting the User and its Authorised Representatives through:

• Electronic mail (email);

• Short Message Service (SMS) and bulk messaging services;

• WhatsApp and other instant messaging applications;

• Telephone calls, including pre-recorded voice messages;

• In-Platform notifications and push notifications;

• Postal correspondence.

  
  

16.2  Such communications may relate to: transaction confirmations and alerts, account activity notifications, regulatory disclosures, product and service updates, marketing communications, KYC and compliance requirements, and other operational matters.

16.3  The User represents that all contact numbers and email addresses provided are owned by or legitimately accessible to the User and its Authorised Representatives, and that the User is authorised to receive communications at such contacts.

16.4  The User may opt out of marketing communications at any time by contacting support@kodo.in. Transactional, compliance, and regulatory communications cannot be opted out of while the User maintains an active account.

17. ELECTRONIC CONSENT AND DIGITAL EXECUTION

17.1  The User acknowledges that these Terms and all Electronic Instructions, confirmations, disclosures, and notices transmitted through the Platform constitute valid, binding, and enforceable electronic records and electronic contracts under the IT Act and the Indian Contract Act, 1872.

17.2  Electronic Instructions transmitted through the Platform using valid Credentials are deemed to constitute the User's digital signature and instruction, enforceable under Section 5 read with Section 10A of the IT Act.

17.3  The User agrees not to contest the validity, enforceability, or admissibility of any electronic record, transaction log, or audit trail generated by the Platform solely on the ground that it is in electronic form.

17.4  The Company's transaction logs, audit trails, and records shall, unless demonstrated to be erroneous, be conclusive evidence of the instructions and activities conducted through the User's account.

18. INDEMNITY

18.1  The User (and in the case of a User entity, jointly and severally with all Authorised Representatives) agrees to fully indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, successors, and assigns from and against any and all:

• Claims, suits, proceedings, demands, judgments, and regulatory actions;

• Losses, damages, liabilities, penalties, fines, and interest;

• Costs and expenses, including reasonable legal fees;

arising out of or in connection with:

• Any breach of these Terms by the User or its Authorised Representatives;

• Any Electronic Instruction transmitted through the User's account;

• Unauthorised use of the User's Credentials or account;

• Any violation of applicable law by the User;

• Any claim by a third party arising from the User's use of the Platform;

• Actions taken by the Company or AMCs in good faith reliance on Electronic Instructions from the User's account;

• Infringement of third-party intellectual property rights by the User.

  
  

18.2  This indemnity is a continuing obligation, independent of the User's other obligations, and shall survive the termination or expiry of these Terms.

19. LIMITATION OF LIABILITY

19.1  To the maximum extent permitted by applicable law, the Company's total aggregate liability to the User under or in connection with these Terms, whether arising in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed the total fees paid by the User to the Company in the three (3) calendar months immediately preceding the event giving rise to such liability.

19.2  Under no circumstances shall the Company be liable for:

• Loss of profits, revenue, or business;

• Loss of data or corruption of data;

• Loss of goodwill or reputation;

• Indirect, special, incidental, consequential, or exemplary damages;

• Losses arising from market movements, NAV fluctuations, or investment performance;

• Losses caused by AMC or RTA processing errors, delays, or rejections;

• Losses arising from banking system outages, payment gateway failures, or network disruptions;

• Losses arising from unauthorised access to the User's account through compromise of Credentials;

• Losses caused by Force Majeure Events;

• Losses caused by the User's failure to comply with these Terms or applicable law;

• Actions or omissions of Third-Party Services.

  
  

19.3  The Company provides the Platform on an "as is" and "as available" basis. The Company makes no representation that the Platform will be uninterrupted, error-free, secure, or free from viruses. Planned and unplanned maintenance, upgrades, and outages may occur.

20. EXCLUSION OF WARRANTIES

20.1  The Company expressly disclaims all representations, warranties, and conditions, whether express, implied, statutory, or otherwise, including:

• Implied warranties of merchantability, satisfactory quality, or fitness for a particular purpose;

• Warranties of non-infringement;

• Warranties as to the accuracy, completeness, reliability, or timeliness of Platform Content, NAV data, or analytics;

• Warranties as to the availability or uninterrupted operation of the Platform;

• Warranties as to the security of the Platform against cyber threats.

  
  

20.2  No advice, representation, or information provided by the Company, its employees, or agents shall create any warranty beyond those expressly stated in these Terms.

21. FORCE MAJEURE

21.1  The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by a Force Majeure Event.

21.2  Upon the occurrence of a Force Majeure Event, the Company shall notify the User as soon as reasonably practicable and shall use commercially reasonable efforts to restore Services.

21.3  Force Majeure Events include, without limitation: AMC server outages, RTA system failures, banking system outages, payment gateway failures, internet infrastructure disruptions, cyber-attacks, ransomware, DDOS attacks, acts of government or regulatory bodies, national emergencies, and natural disasters.

22. SERVICE AVAILABILITY AND MAINTENANCE

22.1  The Company shall endeavour to maintain reasonable Platform availability but does not guarantee any specific uptime levels. The Platform may be unavailable due to:

• Scheduled or emergency maintenance;

• Infrastructure upgrades;

• Events beyond the Company's reasonable control.

  
  

22.2  The Company shall not be liable to pay any interest, compensation, or penalty to the User on account of Platform unavailability for any reason.

22.3  The Company reserves the right to modify, discontinue, or temporarily suspend any feature or Service without prior notice.

23. REGULATORY CHANGE CLAUSE

23.1  The Services are subject to regulation by SEBI, AMFI, RBI, MCA, DPDPB, and other statutory bodies. Regulatory requirements may change from time to time and may affect the manner in which Services are provided.

23.2  The Company reserves the right to modify, restrict, or discontinue any Service in response to regulatory changes without prior notice and without liability to the User.

23.3  The User acknowledges that regulatory changes may require additional documentation, disclosures, or approvals, and agrees to cooperate with the Company to ensure continued compliance.

24. SUSPENSION AND TERMINATION

24.1  The Company may suspend or terminate the User's access to the Platform with immediate effect and without prior notice in any of the following circumstances:

• Breach of these Terms or any applicable law;

• Failure to complete or maintain KYC requirements;

• Suspected fraudulent activity, money laundering, or financial crime;

• Regulatory directive or court order;

• Failure to pay outstanding dues;

• Insolvency, bankruptcy, or cessation of business of the User entity;

• Provision of false or misleading information during onboarding;

• Any other reason the Company deems appropriate in its sole discretion.

  
  

24.2  Upon suspension or termination:

• The User's access to the Platform shall be revoked;

• The User's outstanding investment positions shall remain in the User's folio with the respective AMC and may be managed directly through the AMC's own channels;

• The Company shall provide reasonable assistance to facilitate transfer of folios to another distributor or directly to AMCs, subject to applicable regulations.

  
  

24.3  Termination shall not relieve either party of obligations accrued prior to the termination date.

25. CYBERSECURITY AND UNAUTHORISED ACCESS

25.1  The Company implements industry-standard security measures, including encryption, access controls, and monitoring. However, the Company does not warrant that the Platform is immune from all cyber threats.

25.2  The User is responsible for:

• Maintaining device and endpoint security;

• Using updated browsers and operating systems;

• Enabling multi-factor authentication where available;

• Promptly reporting suspected security incidents.

  
  

25.3  The Company shall not be liable for losses arising from phishing, social engineering, credential theft, or other cyberattacks targeting the User's device, email, or personnel.

26. GRIEVANCE REDRESSAL

26.1  Grievance Officer

For any grievances in connection with the Platform or Services, Users may contact the Company's designated Grievance Officer:

Grievance Officer: [INSERT NAME]Designation: [INSERT DESIGNATION]Email: grievance@kodo.inAddress: 1108 One Lodha Place, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, IndiaWorking Hours: Monday to Friday, 10:00 AM to 6:00 PM (IST), excluding public holidays

26.2  SEBI/AMFI Complaint Escalation

If a grievance relating to Mutual Fund Distribution Services is not resolved to Your satisfaction within thirty (30) days of lodging a complaint with the Company, You may escalate to:

• AMFI: Complaints may be lodged at www.amfiindia.com or through SEBI SCORES;

• SEBI SCORES: scores.sebi.gov.in – SEBI's centralised grievance redressal portal;

• The relevant AMC's Investor Relations department.

For general Platform and technology-related grievances, the Company shall endeavour to resolve complaints within thirty (30) Business Days.

27. DISPUTE RESOLUTION AND ARBITRATION

27.1  The parties shall endeavour to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, or validity thereof ("Dispute") through good-faith negotiation within thirty (30) days of written notice of such Dispute.

27.2  If the Dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or in the absence of agreement, appointed in accordance with the Act.

27.3  The seat and venue of arbitration shall be Mumbai, Maharashtra, India. The language of arbitration shall be English. The award of the arbitrator shall be final and binding on the parties.

27.4  Nothing in this clause shall prevent either party from seeking urgent or interim relief from a court of competent jurisdiction.

28. GOVERNING LAW AND JURISDICTION

28.1  These Terms and the Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

28.2  Subject to Clause 27 (arbitration), the parties irrevocably submit to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, India for all disputes not referred to arbitration.

29. GENERAL PROVISIONS

29.1  Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

29.2  Waiver

No failure or delay by the Company in exercising any right under these Terms shall constitute a waiver of such right. Waivers must be in writing to be effective.

29.3  Assignment

The User may not assign or transfer any rights or obligations under these Terms without prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or business transfer.

29.4  Entire Agreement

These Terms, together with the Privacy Policy, Mutual Fund Distribution Disclosures, and all applicable addenda, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior representations, understandings, and agreements.

29.5  Survival

Clauses relating to Intellectual Property (13), Confidentiality (14), Indemnity (18), Limitation of Liability (19), Dispute Resolution (27), Governing Law (28), and any other provisions that by their nature should survive, shall survive termination or expiration of these Terms.

29.6  Third-Party Links and Services

The Platform may contain links to third-party websites or services. The Company does not endorse or assume any liability for such third-party content. Access to third-party services is at the User's own risk and governed by the third party's terms.

29.7  Contact

For queries related to these Terms, please contact: support@kodonorth.com