These Terms and Conditions (“Terms”) govern the onboarding, access, and use of the Rupeeflo Hub Portal (“Platform”) by introducers including, but not limited to, Mutual Fund Distributors, Authorised Persons, Investment Advisors, Wealth Managers, Financial Consultants, Business Correspondents, and Financial Influencers (individually, the “Referrer” / “Introducer”).

By registering on or accessing the Platform, the Referrer agrees to be bound by these Terms.

1. DEFINITIONS

(a) “Company” means Globalnest Securities Private Limited or DMA Rupeeflo Technologies Private Limited as the context requires (or its successors and permitted assigns).

(b) “Platform” means the Rupeeflo Hub Portal used solely for onboarding introducers and facilitating referrals of NRI Clients.

(c) “NRI Client/s” means a client qualifying as a Non-Resident Indian, Overseas Citizen of India (OCI), or Person of Indian Origin (PIO), as defined under FEMA and applicable RBI regulations, seeking to open and operate broking or investment accounts in India and/or avail services offered by the Company.

(d) “Services” means such ancillary products or services offered by the Company through a mobile application or web portal under the brand name of ‘Rupeeflo’, relating to facilitating the banking and financial, investment-related, documentation related needs of NRIs/OCIs.

 (e) “Applicable Law” includes all laws, rules, regulations, circulars, and guidelines issued by any statutory or regulatory authority in India or any applicable foreign jurisdiction.

2. SCOPE OF ENGAGEMENT

(a) The Referrer is engaged solely on a non-exclusive, referral and facilitation basis.
(b) The Referrer is not an agent, employee, partner, or representative of the Company.
(c) The Referrer shall only introduce or refer prospective NRI Clients to Company through the Platform and shall not bind Company in any manner.
(d) All onboarding, execution, documentation, settlement, and delivery of Services shall be undertaken directly between Company (or relevant regulated entities) and the NRI Client.

3. REGULATORY COMPLIANCE AND LICENSING

1. The Referrer represents and warrants that it holds all licenses, registrations, approvals, and permissions required under Applicable Law to carry out its activities.

2. The Referrer shall not provide investment advice, portfolio advice, tax advice, legal advice, or any regulated advisory service to NRI Clients unless duly authorised by the relevant regulator and without the prior consent of the Company.

3. The Referrer shall clearly disclose to NRI Clients and  it will only act as a referrer or facilitator.

4. The Referrer shall comply with all applicable requirements under SEBI, RBI, FEMA, AML/CFT, data protection, and consumer protection laws, as applicable.

Section 3A – REFERRER ONBOARDING, KYC AND VERIFICATION

(a) As a condition precedent to onboarding and activation on the Platform, the Referrer shall submit complete, accurate, and valid information and documentation as required by Rupeeflo, including but not limited to:

• Identity, address, and contact details;

• Proof of constitution and business profile;

• Applicable regulatory registrations, licences, approvals, or certificates relevant to the Referrer’s category (including, where applicable, ARN or equivalent registrations);

• Any additional declarations or documents as may be required for compliance, risk assessment, or regulatory purposes.

(b) The Referrer acknowledges and agrees that submission of information or documents shall not confer any right to activation. Activation of the Referrer profile shall occur only upon successful verification and approval by Company’s compliance and risk management functions.

(c) The Company reserves the unrestricted right and sole discretion to accept, reject, suspend, deactivate, or decline activation of the Referrer profile, without obligation to assign reasons, including where:

• Submitted information or documentation is incomplete, inaccurate, misleading, expired, or unverifiable;

• The Referrer fails to satisfy Company’s internal compliance, eligibility, or risk criteria; or

• Continued association is assessed to pose legal, regulatory, operational, or reputational risk.

(d) The Referrer shall promptly notify to the Company of any change in its regulatory status, eligibility, business structure, or information submitted and shall furnish updated documentation as required. Failure to do so shall constitute a material breach of these Terms.

4. PROHIBITED CONDUCT

The Referrer shall not:

1. Misrepresent Company’s services, pricing, regulatory status, or capabilities.

2. Engage in mis-selling, misleading statements, coercion, or inducement of NRI Clients.

3. Accept or handle Client funds, securities, documents, or confidential information.

4. Issue any document, confirmation, receipt, or communication to NRI Clients in its own name purporting to relate to Company services.

5. Represent itself as an advisor, broker, banker, or regulated entity without appropriate authorisation, license, registration with the appropriate Authority including Securities Exchange Board of India.

6. Use the Platform for any unlawful, unethical, or reputationally harmful activity.

7. The Referrer should not undertake any form of selling/advisory activities w.r.t securities and should not manage the portfolio of any person who is being referred. Referrer should strictly limit his/her role to “Referral” only.

8. Any details/information pertaining to NRI Clients in Referrer’s possession shall be maintained confidentially and the same should not be disclosed to any person except as required under any law/regulatory requirements and with the express written permission of the client and Company.

9. Referrer will not collect or recover any amount from NRI Clients being referred and no obligation whatsoever should be cast on such client. There should be no financial transaction between the referred client and the Referrer under the arrangement.

10. The Referrer shall not solicit or endeavor to entice, directly or indirectly any NRI Clients introduced by him to Company to obtain services of any of Company’s competitors.

5. CLIENT INTERACTION AND DISCLOSURES

1. All NRI Clients shall be onboarded directly by Company or its authorised service providers

2. The Referrer shall not promise outcomes, approvals, timelines, or returns.

3. Any marketing, communication, or representation made by the Referrer shall be fair, accurate, and non-misleading.

4. The Referrer shall immediately notify the Company of any Client complaint, regulatory inquiry, or adverse event.

5. The Referrer shall not use any material other than the written material provided by Company for referring NRI Clients to the Company. The Referrer shall not assure any returns or make any presentation to the prospective customers, apart from only introducing NRI Clients to the Company and its Rupeeflo platform.

6. REMUNERATION

1. Any referral fee, commission, or remuneration payable to the Referrer shall be determined solely by Company and communicated separately.

2. The Referrer shall not charge any fee, commission, or consideration directly from Clients unless expressly permitted under Applicable Law.

3. The Company shall be entitled to withhold payment of accrued referral fee to the Referrer in case of any termination for cause including breach of terms and conditions by the Referrer, regulatory risk and reputational concern.

4. All payments shall be subject to applicable taxes, regulatory caps, and reporting requirements.

7. DATA PROTECTION AND CONFIDENTIALITY

1. The Referrer shall maintain strict confidentiality of all non-public information relating to Company and Clients.

2. Client data shall be collected, processed, and shared only for lawful purposes and with appropriate consent.

3. The Referrer shall implement reasonable security measures to prevent unauthorised access, misuse, or leakage of data.

4. These obligations shall survive termination.

8. INDEMNITY

(a) The Referrer shall fully indemnify, defend, and hold harmless Company, its directors, officers, employees, and affiliates against any losses, claims, penalties, damages, costs, or liabilities arising from:

1. Misconduct, mis-selling, misrepresentation, or negligence by the Referrer;

2. Breach of these Terms or Applicable Law;

3. Any regulatory action, client claim, or third-party dispute attributable to the Referrer.

(b) This indemnity shall survive termination.

9. LIMITATION OF LIABILITY

1. The company shall not be liable for any indirect, incidental, consequential, or punitive damages.

2. The company shall not be responsible for any act, omission, or representation made by the Referrer to Clients.

10. INSPECTION AND AUDIT

Company shall have the right to review, audit, or inspect the Referrer’s activities, records, or communications related to the Platform to ensure compliance with these Terms and Applicable Law.

11. TERM AND TERMINATION

1. These Terms shall remain effective until terminated by either party.

2. Companies may suspend or terminate access to the Platform immediately and without notice in case of breach, regulatory risk, or reputational concern.

3. Upon termination, the Referrer shall cease use of the Platform and Company branding.

4. For the avoidance of doubt, failure to complete onboarding, verification, or ongoing compliance requirements shall constitute sufficient grounds for suspension or termination of access to the Platform.

12. FORCE MAJEURE

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including acts of God, regulatory actions, system failures, or cyber incidents.

13. SEVERABILITY

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

14. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the laws of India. Courts at Bangalore shall have exclusive jurisdiction.

15. ACCEPTANCE

By proceeding with onboarding on the Platform, the Referrer confirms that it has read, understood, and agreed to these Terms.