Advisory Services Agreement

This document Agreement (hereinafter referred to as “Agreement”) records the terms and
conditions for the advisory services (“Services”) that apply to the access and use of the Website
“www.niyomoney.com" and its Mobile Application (Niyo money) available at android and iOS
platforms (collectively be referred to as "Website/Platform"), which is managed and operated by
Alphafront Finserv Private Limited, (hereinafter collectively be referred to as "Company" or
“Investment Advisor” or "Niyo Money” or “We” or “Us" or “Our” ), incorporated under the laws of
India and registered under the Companies Act, 2013. You are requested to read this Agreement
carefully before signing.

If you do not agree to be bound by the terms of this Agreement including the Niyo Money
Policies as available in the Platform, you may not use the Website/Platform in any way.

I.​ Explicit Consent

In order to avail the Advisory Services provided by Us, You hereby acknowledge and provide your
explicit consent in the following manner:
●​ I / We have read and understood the terms and conditions of Investment Advisory
services provided by the Investment Adviser along with the fee structure and mechanism
for charging and payment of fee.
●​ Based on our written request to the Investment Adviser, an opportunity was provided by
the Investment Adviser to ask questions and interact with ‘person(s) associated with the
investment advice.

II.​ Declaration as an investment advisor

We as an Investment Adviser hereby declares that: -

A.​ shall neither render any investment advice nor charge any fee until the client has signed
this agreement.
B.​ shall not manage funds and securities on behalf of the client and that it shall only receive
such sums of monies from the client as are necessary to discharge the client’s liability
towards fees owed to the Investment Adviser.
C.​ shall not, in the course of performing its services to the client, hold out any investment
advice implying any assured returns or minimum returns or target return or percentage
accuracy or service provision till achievement of target returns or any other
nomenclature that gives the impression to the client that the investment advice is
risk-free and/or not susceptible to market risks and or that it can generate returns with
any level of assurance.

III. ​ Appointment of Niyo Money as your investment Advisor

 A.​ In accordance with the applicable laws, You hereby, entirely at your own risk, appoint
Niyo Money as your Investment advisor to provide the investment advice related services
in accordance with these Terms as mandated under the Regulation 19(1)(d) of the
Securities and Exchange Board of India (Investment Advisors) Regulations, 2013.
B.​ The relationship between you and the Company shall be on a principal-to-principal basis.
You hereby acknowledge that you shall have no right whatsoever to bind or act on behalf
of, Niyo Money.

IV. Platform as a Service

A.​ You understand that the Platform is a Web-based service which includes the mobile
application of the Company and allows you to avail the Services directly from the
Company including the products and other services available on the Platform such as on
the Platform you can browse through the third parties mutual funds, stocks and other
products. You can also apply filters and custom search the products available on the
platform. All Content on the Platforms, including images, illustrations, audio clips, and
video clips, are protected by copyrights, trademarks, and other intellectual property
rights. The Content on the Platforms is solely for Your personal, non-commercial use. You
must not copy, reproduce, republish, upload, post, transmit or distribute such Content in
any way, including by email or other electronic means and whether directly or indirectly
and You must not assist any other person to do so. Without Our prior written consent,
modification of the Content, use of the Content on any other website, application or
networked computer environment or use of the Content for any purpose other than
personal, non-commercial use is a violation of the copyrights, trademarks and other
proprietary rights, and is prohibited. Any use for which You receive any remuneration,
whether in money or otherwise, is commercial use for the purposes of these Terms.
B.​ You hereby agree and acknowledge that the data and information provided on the
Platform does not constitute advice of any nature whatsoever and shall not be relied
upon by You while making investment decisions. You shall be solely responsible for any
investment decisions and for the purchase of any mutual funds on the Platform. In no
event shall the Company be liable to You for any loss or damage that may cause or arise
from or in relation to these Terms of Use and/or due to use of this Platform or due to
investments made using this Platform.
C.​ You agree to be fair, accurate and non-disparaging while leaving comments, feedback,
testimonials and reviews (“Feedback”) on or about the Platforms or the Services and You
acknowledge that You transfer all rights in such Feedback to Us and that We will be free
to use the same as We may find appropriate.
D.​ Niyo Money shall have the right to charge its users a fee for use of its Platform.

V. Fee(s)
 A.​ Fees specified under Investment Adviser Regulations and relevant circulars:
●​ As per Regulatory guidelines, the maximum fees that can be charged under Fixed
Fee mode is INR 1,25,000 per annum per client.
●​ In the event of pre-mature termination of the Advisory services in terms of
agreement, the client shall be refunded the fees for the unexpired period.
However, Niyo Money may retain a maximum breakage fee of not greater than
one- quarter fee.
●​ The Family of Client (wherever applicable) will be reckoned as a single client.
Family member can be added by providing relevant relationship proof to us at
care@niyomoney.com.
B.​ Fees charged to the client
●​ We do not change any fees towards the investment advisory services provided to
You as a part of this Agreement. Any modification to the commercial
understanding shall be communicated to you in advance. The Company shall also
publish all the fees and other charges (if any) on our Platform under the
“Subscription Fee” Section.

VI. Scope of the Services - Advisory Services

A.​ The Company is registered as an investment advisor under the Securities Exchange Board
of India (Investment Advisers) Regulations 2013, with registration number –
INA000006651 (“SEBI License”).
B.​ Based on your request and the information entered by you on the Platform, we may
advise you on the mutual fund products available on the Company’s Platform.
C.​ Any financial plan or the mutual fund product suggested by the company shall be based
on your details shared by you on the Platform and will be suggested through an
algorithm-based software of the company. The suggestions shall be based on your
investment objective and risk profiling. Please note that you shall be free to choose the
plan or the product and nothing hereunder this Agreement will bind you to reply on the
plans suggested by the Company.
D.​ The advice rendered under this Agreement shall be as per the applicable
laws/regulations laid down by the Securities and Exchange Board of India from time to
time.
E.​ Notwithstanding our investment advice/suggestions, You agree and understand that
your decision to purchase any financial plans or deal in any product shall be solely based
on your independent assessment of the risks/benefits of the investments and verification
of all the relevant facts.
F.​ You shall be solely responsible for any investment decisions and for the purchase of any
mutual funds or other services on the Platform. In no event shall the Company and/or
Alphafront Finserv be liable to You for any loss or damage that may cause or arise from
 or in relation to these Terms of Use and/or due to use of this Platform or due to
investments made using this Platform.
G.​ All investment advisory services are carried out independently, at an arm’s length
relationship with other services and are segregated with execution and platform services.
H.​ The Company shall not take any power of attorney or authorizations from you for the
implementation of the investment advice.
I.​ During the term of the Agreement, the Company shall act in a fiduciary capacity towards
you for the advisory services availed by You.

VII. Our Responsibilities and functions

A.​ We shall comply with all the applicable laws including the Securities and Exchange Board
of India (investment advisors) Regulations, 2013 and amendments made thereunder. We
comply with the eligibility criteria prescribed by the SEBI for the investment advisors and
are validly registered as SEBI investment advisor.
B.​ On being KYC compliant, You will be able to make investments via the Platforms. You
choose Your investments on the Platforms on the basis of the investment field You would
like to invest in, You would like to take risk (ranging from high, medium and low). On the
basis of Your goal and risk factor through proprietary algorithms, We may recommend to
You the mutual funds suited for your need. For the said process we may ask you certain
questions and perform your risk assessment, the questions may include, but not limited
to:-
●​ Circumstances that may lead to a change in your risk appetite or risk tolerance;
●​ Your investment objectives including time for which you wish to stay invested;
●​ The purposes of the investments;
●​ Any restrictions or preferences that you may wish to specify in respect of the
nature or manner of Investments or on any particular security/sector;
●​ Your income details;
●​ Your liabilities details; and
●​ Your existing Investments and assets including those not advised by us.
However, it is clarified and agreed by You that the funds recommended to You are mere
suggestions. You should undertake a diligence exercise on the mutual fund schemes that
You are desirous of investing in. Please note that the actual investment by You on the
Platform in any of the Products is Your own voluntary decision and the Company will not
be liable for consequences of such investment, including losses, if any, incurred by You.
C.​ We provide periodic reports on current investments.
D.​ We are complied with the SEBI Regulations including the regulation pertaining to the
maintenance of records i.e., your KYC and risk assessment and maintenance of records
i.e. KYC, risk assessment, analysis reports of investment advice and suitability, terms and
conditions document, related books of accounts and a register containing list of clients
 along with dated investment advice and its rationale in compliance with the Securities
and Exchange Board of India (Investment Advisers) Regulations, 2013
E.​ We conduct yearly audit in respect of compliance with these Regulations from a member
of Institute of Chartered Accountants of India or Institute of Company Secretaries of
India.
F.​ We comply with the Code of Conduct as specified in the Third Schedule of the Securities
and Exchange Board of India (Investment Advisers) Regulations, 2013
G.​ We additionally represent that we shall at all times maintain arms-length relationship
between the activities herein as an investment adviser and other activities.
H.​ All the personnel involved in providing services such as principal officers, persons
associated with the investment advice, are adequately qualified. We are in receipt of all
applicable approvals and consents (from regulatory / statutory bodies, third party
consents, corporate approvals etc.) to operate in their designated roles. We aim to
maintain the same throughout the Term of the Agreement.

VIII. Your obligations

A.​ In consideration of Your use of the Platforms, You agree to:

●​ provide true, accurate, current and complete information about Yourself as
prompted on the Platforms;
●​ maintain and promptly update Your data to keep it true, accurate, current and
complete.
B.​ If You provide 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, We reserve the right to suspend or terminate Your Account (as
defined under Niyo policies) and refuse any and all current or future use of the Platforms
(or any portion thereof) at any time.
C.​ You will be required to enter a valid phone number and email id while registering on the
Platforms. The email id entered by you shall be considered as the registered email id for
the Platforms. By registering Your phone number with Us, You consent to be contacted
by Us via phone calls, SMS notifications, and/or e-mails, in respect of any communication,
such as subscription/service updates.
D.​ For information about the Company’s policies and practices regarding the collection and
use of Your identifiable information, please read –Niyo Money Policies. It is expressly
clarified by Us and agreed by You that these aforementioned policies form an integral
part of Terms, and in the event of any breach or non-compliance of these policies, the
Company may take any action under these Terms or under applicable law.
E.​ You herein authorise the Company to carry out all mutual fund investment/redemption
instructions which You will provide through the Platforms via Your Account, or other
modes of authorization as acceptable to the Company at its discretion.
 F.​ You further authorise the Company to communicate with the Third Party Entities on Your
behalf for financial and non-financial transactions and to receive details of Your
Transactions/investments from the Third Party Entities.
G.​ You shall not disclose any advice provided by us to you pertaining to the purchase and
sale of Securities to any third party and we shall not be responsible for any Losses that
may be suffered by such party as a result of the disclosure of such advice by you. No third
party shall place any reliance on the information furnished or advice given to you. Any
advice provided is exclusively for your knowledge and use, subject to the extent
otherwise permitted herein.
H.​ You confirm that you understand the risks involved in investing in products available on
our Application. You are aware that the value of the investments could substantially
depreciate to an unpredictable extent.

IX. Risk Factors

A.​ The Company does not offer all mutual fund schemes for investment as available in the
market. By limiting the number of schemes on the Platforms, We do not make any
representation as to the quality, bona fides or nature of any AMC or mutual fund scheme,
or any other representation, warranty or guarantee, expressed or implied. You
unconditionally agree that We do not in any manner:
●​ Guarantee payments on any units;
●​ Guarantee liquidity of any units;
●​ Make any offer to buy back any units;
●​ Guarantee the redemption or repayment of any units on maturity;
●​ Guarantee the payments of interest or dividend; and/or
●​ Promise, indicate or guarantee any returns.
B.​ You agree that any sum invested through Your account is not a deposit with the
Company and is not bank insured. The same is not endorsed or guaranteed and does not
constitute obligations of the Company or any of its subsidiaries/associates/ affiliates
companies.
C.​ You understand that since You have not invested in the Company but financial products
of AMCs or such other entities and thus You need to deal with these entities directly to
access Your investments and indemnify the Company from any loss arising thereto. This
indemnification shall survive the termination of Your agreement (these Terms) with the
Company.
D.​ You acknowledge, agree, and undertake that mutual fund investments are subject to
market risks, and that You have read all scheme-related documents carefully prior to
completing any Transaction on Our Platform.
E.​ You expressly agree that the past performance of any AMC is not an indicator of future
performance.
 F.​ Any projected returns shown on the Platforms are for the purpose of illustrating a path
to achieve a goal and is based on some assumptions as mentioned there itself. Hence any
projection on the Platforms should NOT be construed as an assurance or guarantee that
the objectives of the recommendations will be achieved.

X. No conflict of interest

The Company hereby declares that it shall disclose conflicts of interest (if any) as and
when they arise and not derive any direct or indirect benefit out of Your
securities/investment products.

XI. Amendment

Company reserves the right to amend, modify or vary any of the terms stated herein at
any time in its sole and absolute discretion and any such amendment, modification or
variation shall take into effect and bind you from such date as may be prescribed by the
Company. You may terminate the Agreement as per Clause XIII of this Agreement if such
amendments, modifications and updates to the Agreement are unacceptable to you.

XII. Term

This Agreement shall be effective as of the Effective Date and shall be valid unless
terminated as per the terms provided under this Agreement.

XIII. Termination

A.​ The Company services may at any time be suspended / disallowed /modified for such
reason and for such time period as deem fit like suspension of the IA license by SEBI. In
such an event, you shall have the option to terminate the agreement.
B.​ Company facility may be terminated by giving you 30 days intimation/notice to your
registered e-mail id or by way of SMS to your registered phone number.
C.​ You may terminate the dealings at any time by writing to the Company or deactivating
your user id and password. In either case, you are required to give a prior written notice
of 30 days. In the event of termination for any reason whatsoever, you shall be liable to
pay all outstanding charges and dues, if any.
D.​ In case you cease to be a client of the Company then all your details will be provided to
the Mutual Fund/AMCs and as are required by them to enable you to deal and interact
directly with the AMCs/Mutual Fund

XIV. Effects of Termination:

 In the event of termination of this Agreement, We will stop providing advisory services to
You. However, You may continue to invest through our Platform without our advice on
your investments.

XV. Confidentiality and Non-disclosure

Unless otherwise specified in this Agreement, during the term of his Agreement and after
termination, we shall hold in the strictest confidence, and, except for Your benefit, not to
use or to disclose, any Confidential Information to any person, corporation or other
entity other than Our personnel, representatives and agents who need to know such
Confidential Information for the provision of the Services. We shall be responsible for
maintenance of your accounts and data as mandated under the Securities and Exchange
Board of India (Investment Advisers) Regulations, 2013.

XVI. Death or disability of the Client

In the event of the Client’s demise, Company shall be absolutely protected in acting
under these terms and conditions until Company receives written notice of death from
the legal representatives or executors of the Client. The legal representatives or
executors will be recognized by Company as having the sole authority to act under these
terms and conditions on behalf of the deceased Client only upon the legal
representatives or executors producing the appropriate and valid legal documents which
establishes them as the legal representatives of the deceased Client. All acts performed
by Company prior to receiving written notice of the Client’s death, shall be valid and
binding upon the Client and the Client’s successors in title.

XVII. Indemnity and limitation of liability

A.​ You agree to defend, indemnify and hold harmless the Company, its subsidiaries,
affiliates, subcontractors, officers, directors, employees, consultants, representatives and
agents, from and against any and all claims, damages, obligations, losses, liabilities, costs
or expenses (including but not limited to attorneys’ fees and costs) arising from:
●​ Your use of and access to the Platforms;
●​ Your violation of any Terms, Refund Policy and the Privacy Policy contained
herein;
●​ Your violation of any third party right, including without limitation any copyright,
property, or privacy right;
●​ Your violation of any applicable law.
B.​ SUBJECT TO APPLICABLE LAWS, IN NO EVENT WILL OUR EMPLOYEES’, AGENTS’, PARTNERS,
CONTRACTORS’, AND OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE
 AFORESAID SERVICES SHALL EXCEED Rs. 5,000/-, FOR ANY AND ALL CAUSES OF ACTION
BROUGHT BY YOU OR YOUR AGENTS.
C.​ You agree that the Company shall not incur any liability by reason of any loss, which You
may suffer by reason of any depletion in the value of the assets under advice, which may
result by reason of fluctuation in asset value, or by reason of non-performance or
underperformance of the securities/funds or any other market conditions.

XVIII. Dispute resolution, governing law and jurisdiction

A.​ If any dispute and/or difference that has arisen between the Parties hereto during the
subsistence of this terms and conditions or thereafter, in connection with the validity,
interpretation, implementation or alleged material breach of any provision of these
terms and conditions or regarding any question arising out of this terms and conditions
or otherwise, the Parties hereto shall endeavor to settle such dispute/difference
amicably by negotiation.
B.​ The parties may also resolve the dispute by referring the dispute to arbitration as per the
Securities and Exchange Board of India (Investment Advisors) Regulations, 2013.
C.​ The laws of India shall govern this Agreement, and the courts of Bangalore shall have the
exclusive jurisdiction.

XIX. Force Majeure

If performance of Services/Website by Niyo Money is prevented, restricted, delayed or

interfered with by reason of and including, but not limited to, labour disputes, strikes,
acts of God, floods, lightning, severe weather, shortages of materials, rationing,
inducement of any virus, malware, trojan or other disruptive mechanisms, pandemic,
epidemic, any event of hacking or illegal usage of the Website, utility or communication
failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public
enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance,
demand or requirement having legal effect of any government or any judicial authority or
representative of any such government, or any other act whatsoever, whether similar or
dissimilar to those referred to in this clause, which are beyond the reasonable control of
Niyo and could not have been prevented by reasonable precautions, then Niyo shall be
excused and discharged from such performance to the extent of and during the period of
such force majeure event, and such non-performance shall, in no manner whosoever,
amount to a breach by Niyo Money of its obligations herein or incur any legal liability on
Niyo Money.

XX. Miscellaneous
A.​ If any provision of this Agreement is held to be unlawful, void, invalid or otherwise
unenforceable, then that provision will be limited or eliminated from this Agreement to
the minimum extent required, and the remaining provisions will remain valid and
enforceable.
B.​ Upon termination of this Agreement, any provision which, by its nature or express terms
should survive, will survive such termination or expiration as applied to transfers and
relationships prior to such termination or expiration.
C.​ The heading references herein are for convenience purposes only and they do not
constitute a part of these T&Cs and will not be deemed to limit or affect any of the
provisions hereof.
D.​ This Agreement is the entire agreement between You and Niyo Money relating to the
subject matter hereof and this Agreement will not be modified except by a change to this
Agreement made by Niyo Money in accordance with the terms of this Agreement.
E.​ Assignment: Either Party shall not assign or transfer all or any of its rights, benefits or
obligations, including by operation of law or otherwise, under this Agreement without
the prior written approval of the other Party.
 Most Important Terms and Conditions (MITC)

1. The User understands that during the Term of the Advisory Agreement, the Company
accepts payments towards its fees (if any) for Investment Advisory Services However, it
does not accept funds or securities in its account on the User’s behalf.

2. The Company does not guarantee returns, accuracy, or risk-free investments. All the
advice provided by the Company is subject to market risks, and the Company does not
provide assurance of any returns or profits.

3. The Company does not offer any assured/guaranteed/fixed returns schemes, or any
other schemes of similar nature that are prohibited by law.​

4. Investment advice provided by the Company is only related to securities, which fall
under the purview of SEBI. The services offered by the Company are related to
products/services that fall under the purview of SEBI, the Company has made necessary
disclosures to the Client and has taken appropriate declaration and undertaking from
the Use that such products/services and the services of the Company in respect of such
products/services do not come under regulatory purview of SEBI . The User understands
that no recourse is available with SEBI for grievances related to such products/services
or services of the Company in respect of such products/services that do not fall under
the purview of SEBI.

5. This Agreement is solely for the investment advisory services provided by the Company.
It is hereby clarified that the Company does not execute/carry out any trade
(purchase/sell transaction) on behalf of the User without his/her/its specific and positive
consent on every trade. Thus, the User understands that the Company shall not
execute any trade on his/her/its behalf without explicit consent.

6. Fees specified under Investment Adviser Regulations and relevant circulars:

●​ As per Regulatory guidelines, the maximum fees that can be charged under Fixed
Fee mode is INR 1,25,000 per annum per client.
●​ In the event of pre-mature termination of the Advisory services in terms of
agreement, the client shall be refunded the fees for the unexpired period.
However, Niyo Money may retain a maximum breakage fee of not greater than
one- quarter fee.
●​ The Family of Client (wherever applicable) will be reckoned as a single client.
Family member can be added by providing relevant relationship proof to us
at care@niyomoney.com.
a.​ Fees charged to the client
●​ Fee details will be available on our platform under the “Subscription Fee” Section.​

7. As per applicable SEBI guidelines, the Company is expected to know the User’s financial
details for providing services. Hence, the User is required to share necessary
financial information with the Company.

8. The Company is required to carry out the User’s risk profiling and suitability analysis
 before providing Advisory Services and thereafter on an ongoing basis. The Services
provided will be in line with the assessed risk profile. The Company shall also
communicate the assessed risk profile to the User.

9. The Company shall endeavor to promptly inform the User of any conflict of interest that
may affect the Services being rendered to the client.

10. In case of any grievances in relation to the Services, the User may reach out to us on the
contact details provided at https://www.niyomoney.com/contact-us

11. The User understands and acknowledges that SEBI registration, enlistment with IAASB,
and NISM certification do not guarantee the performance of Company or assure returns
to the User.

12. The Users are required to familiarise themselves and keep a record of the contact details,
including email id and mobile number/s updated with the Company at all times.

13. The Company never asks for the User’s login credentials and OTPs with respect to the
User’s Trading Account, Demat Account and Bank Account. The User is advised to never
share such information with anyone including the Company.

Declaration

I hereby acknowledge and agree that I have read and understood this Investment Advisory
Agreement and the Most Important Terms and Conditions specified in this document.
I confirm my understanding and indicate my acceptance by signing below.

Signature

Name : _______________

Date : ________________