Terms Of Use

The objective of these Terms of Use (“Terms”) is to inform You (defined below) of the terms which apply to Your (defined below) access/use of the Open Capital Platform (defined below), what We (defined below) expect of You and what You can expect from Us (defined below) as You use and interact with the Open Capital Platform provided by Us.

The Open Capital Platform enables merchants and businesses to leverage technology to avail the facility of Open Capital Credit (defined below) and manage their business finances under a unified dashboard.

These Terms are an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the Information Technology Act, 2000 (as amended from time to time), that mandates publishing the terms of use for access or usage of the Open Capital Platform and Services (defined below) and they constitute a legally binding and enforceable contract between Us and the User (defined below).

These Terms governs the access and use of the Open Capital Platform hosted at: www.opencapital.co.in (“Website” or “Open Capital Platform”, which includes any and all the related sub-links and the Services provided thereunder) offered by Open Financial Technologies Private Limited (also referred to as “Open Capital”, “Company”, “We”, “Us” and “Our” as the context requires, and includes its affiliates and assigns).

Please note that Open Capital is only a technology platform that enables users interested in availing financial assistances to connect to engage with entities that are authorized to lend as per the RBI Guidelines (defined below).

For the purposes of these Terms, the term “Lender(s)” shall denote collective reference to the following entities: IIFL Finance Limited, Gromor Finance Limited, Epimoney Private Limited and Lendingkart Finance Private Limited. Once You opt to proceed further with an offer extended by a specific Lender, the term “Lender” will bear reference to that specific Lender whose offer you opted to proceed with.

By accessing or using this service, You hereby agree to adhere to the Terms set out hereunder.

These Terms govern the User‘s use and/or access to the Website. These Terms form an integral part of, and will be read in conjunction with:

The Privacy policy governing the use of the Website or provided to the User in any other manner or form, which is hosted at https://www.opencapital.co.in/privacy (“Privacy Policy”).

Terms and conditions, privacy policy, including but not limited to loan agreements, sanction letter, Key Fact Statement (KFS) and any other document stipulated by the Lender pursuant to the Services availed by You.

OPEN CAPITAL CREDIT TERMS - The terms and conditions hosted on https://www.opencapital.co.in/credit-terms (“Open Capital Credit Terms”) shall govern the credit facility and business loans facilities offered, by the Lender on the Open Capital Platform (hereinafter referred to as “Open Capital Credit”). By proceeding to use Open Capital Credit, the User signifies its consent to be bound by these Open Capital Credit Terms which shall be read in conjunction with these Terms and the Privacy Policy.

Definitions

Unless the context otherwise requires, the following capitalized words shall have the meaning assigned to them below

“Admin Verified” shall mean the approval provided to the User by the administrator at Open Capital to use a particular Service or set of Services subject to the User‘s information being submitted, Know Your Customer (“KYC”) compliance, risk assessment and execution of any other controls or protocols that may be required to verify and authenticate the User in accordance with applicable laws, including but not limited to the RBI Guidelines.

“Business Days” shall mean any day in which banks are open for business in Mumbai, India / New Delhi, India, / and Bangalore, India.

“Business Current Account” or “Payment Account” shall mean a bank account that is linked by the User to the Open Capital Platform for disbursement of loans. The Business Current Account can either be opened afresh with any Bank and linked to the Open Capital Platform for settlements or by enabling KYC verification and linking an existing bank account to the Open Capital Platform. Usage of the Business Current Account by any User is subject to the terms stipulated by the concerned bank with which the User has opened a Business Current Account.

“Know Your Customer” or “KYC” shall mean the various norms, orders, rules, regulations, laws, and statutes as per applicable laws, including the RBI‘s Master Directions ‐ Know Your Customer Directions dated February 25, 2016 issued from time to time according to which Open Capital procures personal identification details from the User desiring to access/use the Open Capital Platform.

“User Account” shall mean the online account opened by the User in accordance with the RBI Guidelines, subject to the onboarding requirements stipulated on the Open Capital Platform.

“RBI Guidelines” shall mean the extant rules, regulations, orders, directions, notifications and guidelines issued by RBI, including but not limited to - the Payment & Settlement Systems Act, 2007, RBI Directions for opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries dated November 24, 2009, the Guidelines on Regulation of Payment Aggregators and Payment Gateways dated March 17, 2020, RBI Guidelines on Digital Lending dated Sep 02, 2022 and the Master Directions for Know Your Customer (KYC), 2016, as amended from time to time.

“Service(s)” shall mean and include the following services provided by Open Capital to the User at the request of the User:

Undertaking of KYC compliance of the User and onboarding the User on the Open Capital Platform.

Facilitation of Open Capital Credit and enabling execution of sanction letter and loan agreement with the Lender in this regard.

to provide You details of Open Capital Credit availed and interest and principal repayments for such loan, on the Open Capital Platform.

Providing support to the User in respect of any queries/clarifications that the User may have in respect of the Open Capital Platform.

“Service Provider” shall mean an entity, association of persons, facility provider, whose facilities or services are utilized in the provision of the Services, which includes but is not limited to, Open Financial Technologies Private Limited.

“Transaction” shall mean the disbursal of loans from the Lender to the User.

“User”, “You”, “Your” and “Yourself”, as the context requires, shall mean and include a natural person or legal person (sole proprietor, partnership firm, company, LLPs, trusts, societies or HUFs) that registers on the Open Capital Platform and/or transacts or avails Services. The term ‘User’ shall also include such personnel of the User (including but not limited to any current or former officers, directors or employees of the User) who access the Open Capital Platform using the User Account credentials with either full rights or limited rights, as the case may be.

Eligibility

The Open Capital Platform must be accessed/used only by persons above 18 (eighteen) years of age and who can enter into legally binding contracts with Us in accordance with the Indian Contract Act, 1872 by virtue of being ‘competent to contract’ within the meaning of Section 11 of the Indian Contract Act, 1872. Your use or access of the Open Capital Platform shall be treated as Your representation that You are competent to contract and if You are registering as a business entity, then You represent and warrant that You have the authority to bind such business entity to these Terms.

Assistance by Open Capital

Subject to the assessment conducted by the Lender on You, Open Capital will assist You in connecting with the Lender and facilitating execution of the loan documents with the Lender so that You may avail the services of Open Capital Credit.

Based on Your eligibility limit, the Lender will disburse the business loan to You. The details of Your eligibility limit can be viewed on Your Account at the Open Capital Platform. Subject to this eligibility limit, You may be permitted to avail a business loan from the Lender, by confirming the disbursal amount and other terms and conditions of the disbursal (as determined by the Lender), on the Open Capital Platform and set out in the loan documents to be entered into with the Lender.

Registration and Access

To access and use the Open Capital Platform and Services, You must register a User Account on the Open Capital Platform. In this regard, You will provide the Company and Lender with all documents and information required to carry out KYC compliance in accordance with the RBI Guidelines. You must provide true, accurate, current and complete information at all times, failing which, We may at any time reject Your registration and terminate Your right to use or access the Open Capital Platform and/or Services. For the purpose of conducting KYC compliance for the User, Open Capital has the right to seek the self-attested copies of the documents, as submitted during/post the registration process.

When You register on the Website, a User Account will be created based on the information You have provided. You are advised to keep the credentials of the User Account in confidence as You will be solely responsible for the activities on the User Account. You will ensure that the User Account details provided and/or updated are correct and complete at all times. You shall inform Open Capital of any change in the User email address, mobile number, address, change in authorization, control or legal status or cessation of the User‘s business by giving an advance written intimation of at least 30 (thirty) Business Days.

You shall be responsible at all times for maintaining the safety and confidentiality of the username, password and any other information pertaining to the User Account and for preventing unauthorized access to the User Account and devices. Open Capital will not be liable for any mistake or misuse of User Account either by the User, by any person authorized by the User, or by any person gaining access to the Services through the User Account.

It shall be Your responsibility to review these Terms periodically for updates / changes. Your continued use of the Open Capital Platform following any amendments of these Terms is construed as deemed acceptance of such amendments. Subject to the User‘s continued compliance with these Terms, Open Capital grants the User a personal, non-exclusive, non- transferable, limited privilege to access and use the Open Capital Platform.

You will use the Open Capital Platform and the Services contemplated by it only for lawful business activities and will not carry out any activity which is banned, illegal or immoral, or in any manner facilitate furtherance of any such activities which constitutes a violation of any law or regulation, including but not limited to the RBI Guidelines.

You will be responsible and shall indemnify Us against any liability, costs or damages arising in connection with (a) the User providing false, incorrect or misleading information; and (b) compromise of the User Account credentials. Open Capital reserves the right to refuse access to the Open Capital Platform, terminate accounts, remove or edit content at any time without notice to the User concerned, if these Terms are violated.

Aadhar Offline e-KYC Verification

You have a number of options to complete KYC compliance on the Open Capital Platform. If you proceed to register on the Open Capital Platform using Aadhar offline e-KYC, You (the Aadhaar holder), hereby irrevocably undertake to:

a.place a request to Open Capital, Lender and Karza Technologies Private Limited (“Karza”) to access Your Aadhaar Information (defined below) from Unique Identification Authority of India (“UIDAI”), to fetch and verify information regarding Aadhaar Number, Aadhaar XML, Virtual ID, e-Aadhaar, Masked Aadhaar, Aadhaar details, demographic information, identity information, Aadhaar registered mobile number, face authentication details and/or biometric information (collectively referred to as “Aadhaar Information”).

b.explicitly authorise Open Capital, and Karza to fetch Your Aadhaar Information from UIDAI to make it available to Open Capital, and Karza and/or any third party, as may be required for completing KYC verification.

c.agree to take all the necessary actions required for the purpose of authenticating and verifying Your Aadhaar Information.

d.give a valid, binding, irrevocable and explicit authorisation and consent as may be required under applicable laws, rules, regulations and guidelines for availing the Aadhaar API services of Open Capital, and Karza including, but not limited to the transmission and storage of Your Aadhaar Information by Open Capital, and Karza.

e.understand and agree that the consent has been submitted by You voluntarily and without any coercion from Open Capital, and Karza or any other party.

f.fully understand and accept sole and complete responsibility for any issues, legal suits, damages, losses, penalties, fines or liabilities (“Losses”) arising out of Your sharing of Aadhaar Information and authorising Open Capital, and Karza for fetching Your Aadhar Information and that You will fully hold harmless Open Capital, and Karza, its representatives, employees and directors for any Losses arising out of such request and actions.

g.Understand and agree that Open Capital, and Karza does not store or retain any of Your Aadhaar Information including the Aadhaar number after it has processed Your request.

Data, Audit & Security

The User and Open Capital each represents and covenants to the other that it will adhere to the data security protocols prescribed under the RBI Guidelines, including the procedures for incident management and reporting.

Open Capital and the Lender at their sole and absolute discretion may conduct inspections, risk and security assessments and audits on the User and may impose additional conditions/restrictions on the User Account, including but not limited to withholding the Services and directing the User to upgrade its infrastructure in compliance with applicable laws.

The User will not sell, provide, exchange, or otherwise disclose to third parties or use by themselves (other than for the purpose of completing a Transaction, or as specifically required by law) any personal information about any third party (whether its Customer or otherwise), including the financial details and any personal identification information, without obtaining the prior written consent of such third party.

We employ the use of cookies on the Open Capital Platform. Most interactive websites use cookies to enable retrieval of the User details for each visit. Cookies are used in some areas of the Open Capital Platform to enable and enhance the functionality and ease of use for the Users. By using the Open Capital Platform, the User consents to the use of cookies in accordance with the Privacy Policy. Some of the Service Providers may also use cookies.

Content

Unless specifically permitted by the User, usage of the Services does not grant Us the license to use, reproduce, adapt, modify, publish or distribute the content created and/or stored in the User Account. Notwithstanding the above, the User grants Us the permission to access, copy, distribute, store, transmit, reformat, or disclose the data /content of the User Account for the purpose of providing the Services requested/availed by the User.

The User may transmit or publish content created by using any of the Services or otherwise. However, the User shall be solely responsible for such content and the consequences of its transmission or publication. Any content that the User may receive from third-parties while using the Services, is provided to the User on an ‘AS IS’ basis for their information and personal use only and the User agrees not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.

User undertakes that it shall not do any act or post, display, upload, modify, publish, transmit, update or share any information that -

belongs to another person and to which the User does not have any right;

is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another‘s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

infringes any patent, trademark, copyright or other intellectual proprietary rights of any third party;

violates any law for the time being in force;

impersonates another person;

contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Open Capital Platform;

is prohibited under applicable law(s) for the time being in force including the Indian Penal Code, 1860, as amended from time to time and rules made there under; and

threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

You are also prohibited from:

violating or attempting to violate the integrity or security of the Open Capital Platform or any Content thereto;

transmitting any information (including job posts, messages and hyperlinks) on or through the Platform that is disruptive or competitive to the provision of Service(s) by Open Capital;

making any unsolicited communications to other Users;

using any engine, software, tool, agent or other device or mechanism (such as spiders, crawlers, robots, avatars or intelligent agents) to navigate or search the Open Capital Platform;

attempting to decipher, decompile, disassemble or reverse engineer any part of the Open Capital Platform;

copying or duplicating in any manner any of the content or other information made available from the Open Capital Platform.

We are not responsible for the accuracy, completeness or correctness of the information made available on the Open Capital Platform. The material on the Open Capital Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Open Capital Platform is at the User‘s own risk. The Open Capital Platform may contain certain historical information. Historical information, may not necessarily be updated and is provided for the User‘s reference only. We reserve the right to modify the contents of the Open Capital Platform at any time without any obligation to update any information on the Open Capital Platform. The User agrees that it is the User‘s responsibility to monitor changes on the Open Capital Platform.

Third-Party Links

The Open Capital Platform may refer to or may contain, links to third-party websites, applications, services and resources. We provide these links only as a convenience to the User to avail certain services and should not be construed as an endorsement of these third-party websites applications and services by Open Capital. We make no representation or warranty of any kind regarding the accuracy, reliability, effectiveness, or correctness of any aspect of any third-party services, and consequently, We are not responsible for the content, products or services that are available from these third-party services. The User is responsible for reading and understanding the terms and conditions and privacy policy that applies to the User‘s use of any third-party services, and the User acknowledges its sole responsibility and assume all risks arising from User‘s use of any third-party services.

Intellectual Property Rights

All copyrights, patents, trade secrets, know-how, trade dress, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights (“IPR”) in the Open Capital Platform and Services shall remain the sole and exclusive property of Open Capital and its licensors/partners, as applicable. The IPR may not be copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of Open Capital.

Relationship

You understand and agree that nothing contained in these Terms shall be deemed or construed as creating a partnership or joint venture between the User and Us, or deemed to cause any party to be responsible in any way for the debts and obligations of the other party.

You will not describe (whether online or otherwise) Yourself as an agent or representative of Open Capital or make any representations to any User or any third party or give any warranties which may require Us or Service Providers to undertake or be liable for, whether directly or indirectly, any obligation and/or responsibility to the User or any third party.

Confidentiality

The User agrees not to disclose or attempt to use or personally benefit from any non-public information that it may learn or discover on the Website or through the Services. This obligation shall continue until such time as the non-public information has become publicly known through any action of the User. If the User is compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such non-public information, the User agrees to promptly and diligently notify Us and cooperate fully with Us in protecting such information to the extent possible under applicable law.

We may access, preserve and disclose any of User‘s information if required to do so by applicable law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Us or to comply with legal process, (ii) for fraud prevention, risk investigation, User support, product development and de-bugging purposes, or (iii) protect Our rights, property or ensuring safety of the Users or members of the public.

Disclaimer of Warranties & Limitation of Liability

In providing the Services, We shall be entitled to rely upon all electronic communications, orders or messages sent to Us through the Service Providers including and to the extent they are in compliance with the processing mechanism of the Service Providers and any applicable laws and the RBI Guidelines. We shall not be obligated to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders or messages.

We will endeavour to ensure that access to and availability of the Services remains uninterrupted and error free. However, access to the application may occasionally be suspended or restricted to allow for repairs, maintenance, or for the introduction of new facilities and Services and in such cases We shall not be liable for the disruption of any of the Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by an application without prior notice to the User.

WE REITERATE THAT OPEN CAPITAL IS NOT A LENDER. OPEN CAPITAL HAS A CONTRACTUAL RELATIONSHIP WITH THE LENDER PURSUANT TO WHICH THE LENDER OFFERS OPEN CAPITAL CREDIT TO THE USERS OF THE OPEN CAPITAL PLATFORM. ANY FACILITY OF OPEN CAPITAL CREDIT MADE AVAILABLE TO YOU BY THE LENDER SHALL BE GOVERNED BY TERMS AND CONDITIONS AGREED BETWEEN YOU AND THE LENDER AND OPEN CAPITAL SHALL NOT BE A PARTY TO THE SAME.

Open Capital and its directors, officers, employees and agents shall not be responsible in any manner whatsoever for:

The rejection of Your Open Capital Credit application or other refusal by the Lender of the Open Capital Credit with or without reason;

Open Capital is not obliged to inform reasons for such refusal/rejection; and

If the facility of Open Capital Credit is made available to You by the Lender, the terms and conditions governing the same shall be solely between You and the Lender and Open Capital shall not be a party to the same.

The Services are provided on an as-is-and-as-available basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. We make no warranty that the Services will be uninterrupted, timely, secure, or error free. To the maximum extent permitted by law, the entire risk arising out of the User‘s access of and use of the Website and Services, remains with the User. A separate limitation over liability shall be applicable to each of the Services.

We shall not be liable for any breach of these Terms due to any force-majeure event that prevents or delays performance of our obligations under these Terms. Force-majeure events would include but not limited to lockdown, such as act of god, fire, lightning, explosion, flood, adverse weather conditions, power failures, failure in any communication systems, equipment breakdown, strikes, lock-out, pandemic, endemics, or any other cause beyond the control of Open Capital. We shall not be liable to You for any indirect Losses, special, consequential or punitive damages or Losses, including but not limited to, loss of business or data or profits or goodwill.

Indemnity

The User shall keep Us indemnified from and against any and all liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses,) or any other loss that may occur, arising from or relating to any claim, suit or proceeding brought against Us by another User/ Service Provider/ third party for reasons including, but not limited (i) a breach, non-performance, non-compliance or inadequate performance by the User of any of the terms, conditions, representations, obligations or warranties made by him/her; (iii) any acts, errors, fraud, misrepresentations, wilful misconduct or negligence of the User, or their employees, subcontractors and agents in performance of their obligations under these Terms.

Communication Policy

As part of User‘s use of the Services, User may receive notifications from Us via text messages or by emails, for the purpose of collecting feedback. The User understands that receipt of non- service related communications can be deactivated from User Account settings or by sending an email to support@bankopen.co by ab-initio not consenting to receive these communications. The User acknowledges that the SMS service provided by Us is an additional facility provided for the User‘s convenience and that it may be susceptible to error, omission and/ or inaccuracy.

Customer Complaints

If We receive any general complaint against the User in connection with the use of the Open Capital Platform, We will forward the complaint to User‘s registered email address. The User must respond to the complaint within 36 (thirty six) hours of receiving the complaint as forwarded by Us and copy Us in its communications. If the User does not respond to the complainant within 36 (thirty six) hours from the date of Our email to the User, We may at our sole discretion opt to disclose the User‘s contact information to the complainant for enabling the complainant to take legal action against the User. The User understands that its failure to respond to the forwarded complaint within the 36 (thirty six) hours‘ time limit will be construed as the User‘s consent to disclosure of the User‘s name and contact information by Us. Notwithstanding the foregoing, the User acknowledges and agrees that (a) We can disclose any information relating to the User if it deems in its sole discretion that such disclosure is required in the interest of justice.

It is understood between that a Transaction is solely between the Lender and the User and Open Capital does not provide any guarantees or warranties, or delivery level commitment with respect to the User. Use of the Open Capital Platform by a User in no way represents any endorsement by Us of any User.

Suspension and Termination

In the event (a) the User breaches these Terms; (b) the User engages in or is suspected of engaging in any illegal, fraudulent, immoral or abusive activity; or (b) the User provides any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms, We reserve the right, to suspend/terminate such User‘s access to any or all of the Open Capital Platform and Services without notice, and this will be without prejudice to Our right to exercise any other remedy available to it under applicable law.

In the event We identify any suspicious or unusual activity being carried out by the User on the Open Capital Platform, We at our discretion may temporarily or permanently suspend the User‘s access to the Open Capital Platform and/or take any such actions necessary to mitigate risk as per Our sole discretion.

Governing Law, Jurisdiction and Disputes

Without prejudice to the provisions mentioned below, these Terms are subject to the laws of India and any disputes arising out of or in connection with the Terms will be subject to the exclusive jurisdiction of the competent courts at Bangalore, India.

Open Capital and the User acknowledge and agree that, in the event of any dispute/claim between arising out of or in connection with the Terms: (a) the transaction logs maintained by Us will be the only source of data to verify the accuracy of such transactions; (b) such logs will be fully binding as evidence for the purposes of adjudicating the said dispute /claim; and (c) the said dispute/claim shall be settled by binding arbitration in accordance with the Arbitration and Conciliation (Amendment) Act, 1996 and the rules of the Conciliation and Arbitration Centre, Bangalore as amended from time to time with the exclusive seat of arbitration at Bangalore, India.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

Customer Grievance Redressal

You may contact us with any enquiry, complaints or concerns by writing to the Grievance Officer at the coordinates mentioned below:

Grievance Officer ‐ Anish Pisharody
Open Financial Technologies Private Limited
3rd Floor, Tower 2, RGA Tech Park,
18 Sarjapur Road, Hadosiddapura
Doddakannelli, Bengaluru, Karnataka - 560035
e-mail: grievances@bankopen.co