Terms of Use — Count Infinity Services

1. Introduction

This page contains the terms and conditions (“Terms of Use”) that apply to any registered user or individual (“User”/“You”/“Your”) who has access / browses / uses any of the Platform (defined below) / Account (defined below) / Services (defined below) of Count Infinity Services Private Limited, referred to as “CIS”/“Company”/“We”/“Our”/“Us”.

Please read the Terms of Use and Privacy Policy carefully before registering on the website, and/or on Our mobile applications, and using Our other online services (collectively hereinafter referred to as “Platform”) which is owned, operated and maintained by CIS, or before accessing any material, tools or information through the Platform.

By accessing / browsing / using the Platform and/or Services and/or opening an account with CIS (“Account”) or providing Us with Your Personal Information for any other purpose, You accept and agree to be bound and abide by these Terms of Use.

Please note that by completing the sign-up process or registration process on the Platform, You expressly confirm that:

You have expressly read, understood and agree to be bound by the entire Terms of Use, as set out herein along with the Privacy Policy.
You are at least 18 years of age.
You are duly authorised either in Your individual capacity or under the capacity of being an authorised signatory.
You are capable of understanding and accessing the Platform and the associated documents in English and acknowledge that the Terms of Use, Privacy Policy and notices may also be made available in other Indian languages.

The Company may amend these Terms in accordance with Clause 23. You are advised to review the Terms periodically for updates. Any amendment shall take effect in accordance with the notice, consent and other requirements set out in Clause 23 and Applicable Laws.

The following terms, including the terms of the Privacy Policy appended to this Terms of Use, record the understanding and arrangement in relation to the Services being offered by Us and availed by You as per Your investment preferences and generally Your use of the Platform.

Your access and usage of the Platform / Services / Account will be subject to Your compliance with all the terms and conditions set forth herein:

2. Definitions

Unless the context otherwise requires, the following terms shall have the meanings assigned to them below:

“Account” means the account created by a User on the Platform for accessing the Services, submitting Transaction Instructions, viewing investment-related information and undertaking such other activities as may be permitted through the Platform.
“AMC” or “Asset Management Company” means a company registered under Applicable Laws to manage the assets of a mutual fund and includes the asset management company managing the relevant Mutual Fund Scheme.
“AMFI” means the Association of Mutual Funds in India, being the industry association for mutual funds in India.
“Applicable Laws” means all applicable statutes, enactments, rules, regulations, circulars, directions, guidelines, orders and other binding requirements issued by any competent governmental, judicial or regulatory authority in India, as amended or re-enacted from time to time, including, where applicable, the regulations and directions issued by the Securities and Exchange Board of India (“SEBI”).
“Business Day” means a day on which the relevant AMC, Registrar and Transfer Agent, bank or other institution involved in the relevant Transaction is open for business, as applicable to that Transaction, excluding any day on which the relevant transaction facility is unavailable.
“Mutual Fund Scheme” means a mutual fund scheme offered by an AMC and made available for investment through the Platform from time to time.
“Personal Data” shall have the meaning as in the Privacy Policy.
“Registrar and Transfer Agent” or “RTA” means a registrar and transfer agent appointed by an AMC or mutual fund to provide services in relation to investor records, transaction processing, unit allotment, redemption and other related activities.
“Services” shall have the meaning assigned under Clause 4 hereunder.
“Transaction” means any investment, additional purchase, redemption, switch, systematic investment, systematic withdrawal, systematic transfer or other transaction in respect of a Mutual Fund Scheme that a User initiates or seeks to initiate through the Platform.
“Transaction Instruction” means an instruction submitted by a User through the Platform or another authorised channel for initiating, modifying or processing a Transaction.
“User” means any individual who accesses, browses, registers on or uses the Platform or any of the Services, whether or not such individual completes a Transaction.

3. Nature and Scope of Services

The Company operates the Platform to facilitate access to and investment in Mutual Fund Schemes offered and managed by third-party AMCs. The Company does not launch, issue, manage or operate any proprietary mutual fund schemes through the Platform.

Subject to Applicable Laws and the availability of the relevant facilities, the Services may include:

providing information relating to Mutual Fund Schemes available through the Platform;
facilitating the registration and onboarding of investors, including the completion of applicable know-your-customer and verification requirements;
facilitating the initiation and transmission of investment, redemption, switch and systematic transaction instructions;
providing access to transaction acknowledgements, investment-related information and available account statements;
facilitating access to relevant AMC, RTA or other authorised service-provider interfaces; and
providing customer support in relation to the Platform and the Services.

The availability and scope of the Services may vary depending on the Mutual Fund Scheme, AMC, RTA, transaction channel, applicable eligibility requirements and technical integrations available at the relevant time.

The Company acts in its capacity as a mutual fund distributor and technology platform, subject to the registrations, authorisations and regulatory requirements applicable to the Services. The Company does not act as the AMC, trustee, custodian, RTA, bank or deposit-taking institution in respect of the Mutual Fund Schemes.

The Company does not exercise discretionary control over a User’s investments and does not undertake to manage a User’s portfolio. Any investment recommendations, research, analysis or other advisory services, if offered, shall be subject to their stated scope and the regulatory framework applicable to such services. Nothing in these Terms shall be construed as authorising the Company to provide a regulated service for which it does not hold the requisite registration or authorisation.

The Company does not guarantee the availability of any Mutual Fund Scheme or the execution, acceptance or successful completion of any transaction initiated through the Platform.

4. Platform Services

CIS will provide You access to its Platform for such services offered on the Platform from time to time (“Services”) which may include:

[ to be updated ]

5. Compliance with Law

You agree to provide true and correct information to Us in a timely manner. You provide Your consent to carry out verifications and validations of information and instructions provided by You on our Platform. Investments made through Your Account shall be from verified bank accounts, from legitimate sources.

You may only access the Platform / Services / Account for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your access and/or use of the Platform / Services / Account. You represent and warrant that You are competent and eligible to enter into a legally binding agreement and be bound by these Terms of Use. Further, CIS shall carry out all activities that are required to fulfil its regulatory obligations for the provision of Services.

6. Registration and Eligibility

In order to avail Services on the Platform, you must register on the Platform.
Subject to the provisions of Terms of Use, only residents of India, who are individual / natural persons who can enter into legally binding contract under Section 11 of the Indian Contract Act, 1872 shall be eligible to use Our Services and transact on the Platform.
CIS shall use/rely on the information furnished by You to verify Your eligibility.
CIS shall bear no responsibility in case the information provided by You is incorrect/dishonest/fraudulent or a misrepresentation.

7. Provision of Services

You acknowledge and agree that, for the provision of Our Services:

Your access is associated with a username, password and multifactor OTP (together “Login Credentials”). You will be responsible for maintaining the confidentiality of the Account information and are fully responsible for all activities that occur under Your Account. You agree to keep Your Login Credentials safe and confidential at all times. You further agree to promptly change Your Login Credentials and inform the Company immediately in case of any actual or suspected unauthorized use of Your Account. The Company cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by the Company or any other user of or visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential.
You are fully aware of and understand the risks associated with availing of online Services through internet including the risk of misuse and unauthorised use of Your Login Credentials by a third party and the risk of a person hacking into the Your account on the Platform and unauthorisedly routing orders on Your behalf through the Platform.
You shall request CIS, through email address mentioned under Customer Care under this Terms of Use, to block the Account and change the password immediately for the Account, if your Device has been lost or stolen or report of unauthorised login/ transaction, however, any losses faced owing to any unauthorised transactions are not attributable to CIS, unless caused by Our own negligence, misconduct or fraud.
Any material downloaded or otherwise obtained through the Platform is done at Your own discretion and risk and You are solely responsible for any damage to Your device or loss of data that results from the download of any such material. Any sort of graphical representations, recommendations, feedback and reviews, provided on the investment platform, are in no way a guarantee for the performance of the securities, mutual funds and other financial products.
Your bank may charge You a fee for facilitating transactions, or for failing to maintain sufficient balance to make an investment from Your bank account. CIS does not levy nor does it receive those charges.
As per Your instructions We will process Your investment on the same day if received before the cut-off times, subject to the norms followed by AMCs relating to receipt of investment funds. If not, they will be processed on the next business day. CIS may specify cut-off times earlier than the times specified by the AMC/SEBI.
Mutual fund investments are subject to market risks and You are requested to read all relevant scheme documents issued by the AMC, such as offer document, scheme information document, statement of additional information, key information memorandum carefully before investing. You understand that the past results of a mutual fund are not a guarantee to its future performance.
You will seek independent financial planning, legal, accounting, tax or other professional advice before investing or withdrawing.

8. Login Credentials

Your Login Credentials can be reset by You at any point of time.

You can reset the password by selecting the 'Forgot Password' link under the login area. As soon as You select the 'Forgot Password' link, a reset link is sent to Your registered email address.

You can change / update / reset your email-addresses by sending an email to our customer care at [ to be updated ].

9. Customer Care

If You have any complaints or queries regarding Your Account on the Platform, or the registration process on the Platform or You need to communicate any information to CIS required under these Terms of Use or have any other query regarding CIS and its Services, please contact:

Name: [ to be updated ]
Email: [ to be updated ]

10. Customer Communications

Accepting these Terms of Use, implies Your express consent to be contacted by Us, Our agents, representatives, affiliates, or anyone calling on Our behalf at any contact number, or physical or electronic address provided by You while registering Your Account. You further agree to Us contacting you in any manner, including without limitation, SMS messages (including text messages), calls using pre-recorded messages or artificial voice, calls and messages delivered using auto telephone dialling system or an automatic texting system, and notifications sent via the Platform. Automated messages may be played when the telephone is answered, whether by You or someone else. In the event that an agent or representative calls, he or she may also leave a message on Your answering machine, voice mail, or send one via SMS.

You express consent in being contacted by Us through WhatsApp messages, broadcasts, and notifications, calls including but not limited to forwarded WhatsApp messages, automated messages, and voice notes by Us or our affiliates, agents, service-providers, representatives. All communication through WhatsApp from Us would adhere to WhatsApp India's Privacy Policy and WhatsApp India's Terms of Terms of Service.

You certify, warrant and represent that the telephone numbers and/or email addresses and any other information that you have provided to us are Your own and not someone else's and are true, accurate, current and complete. You represent that you are permitted to receive calls at each of the telephone numbers You have provided to Us and emails at each of the email addresses You have provided Us. You agree to notify us whenever you stop using a particular telephone number(s) and/ or WhatsApp number and/or email address(es).

11. Intellectual property

You do not have ownership of any intellectual property rights, including branding or logos of CIS and You shall not copy, reproduce, sell, redistribute, publish, enter into a database, display, perform, modify, transmit, license, create derivatives from, transfer or in any way exploit any part of any information, content, materials, services available from or through CIS, except that which You may download for personal, non-commercial use.

All of the content on the Platform, including, without limitation, all of the page headers, images, illustrations, graphics, audio clips, video clips or text, reports generated, trademarks, tradenames, copyright, emails, SMS's and WhatsApp communication constitute Our intellectual property. CIS and its licensors, if any, are the sole owners of the underlying software and source code associated with the Company and its Services and all the trademarks, copyright and any other intellectual property rights of any nature in the Platform.

In case You believe that the Platform violates Your intellectual property, You must promptly notify Us in writing at [ to be updated ]. These notifications should only be submitted by the owner of the intellectual property or an agent authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform.

12. Indemnity

You agree to indemnify, defend, and hold CIS and its directors, associates, group, employees and representatives harmless from and against any and all losses including reasonable attorney’s fees and expenses, of third parties relating to or arising out of: (i) breach of any of the provisions of this Terms of Use and/or Privacy Policy; or (ii) fraud or dishonesty relating to any transaction by You; or (iii) misrepresentation/fraud/negligence with respect to data and information provided by You.

CIS will have the right to participate in any defence by you of a third-party claim related to Your access / use of the Platform / Services / Account, with counsel of its choice and its expense.

The terms of this provision of Terms of Use will survive any modification, termination or cancellation of this Terms of Use or Your access / use of the Platform / Services / Account.

13. Limitation of Liabilities

The Company shall exercise reasonable care in providing the Services and shall perform its obligations in accordance with these Terms and Applicable Laws.

The Platform and certain Services may depend on systems and services provided by third parties, including banks, payment intermediaries, AMCs and RTAs. The Company shall not be responsible for an independent failure or delay of a third party to the extent such failure or delay is not attributable to the Company's acts or omissions. This provision shall not relieve the Company of any obligation imposed on it under Applicable Laws.

The Company does not guarantee uninterrupted availability of the Platform or the successful completion of every Transaction. Mutual fund investments are subject to market risks, and the Company does not guarantee any return or protection against investment losses.

To the extent permitted under Applicable Laws, the Company shall not be liable for indirect or consequential losses arising from circumstances beyond its reasonable control. Nothing in these Terms shall exclude or limit liability to the extent arising from the Company's fraud, wilful misconduct, negligence, breach of its contractual obligations or violation of Applicable Laws, where such liability cannot lawfully be excluded or limited.

Nothing in these Terms shall restrict any rights or remedies available to a User under Applicable Laws or any applicable regulatory or grievance redressal mechanism.

14. Arbitration

Any dispute, controversy, claims or disagreement of any kind whatsoever between the parties in connection with or arising out of this Agreement shall be referred for arbitration, to a sole arbitrator who will be an independent and neutral third party appointed mutually. The seat and venue of arbitration shall be at Delhi, India. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language and will be governed by Arbitration and Conciliation Act, 1996. The award shall be final and binding on the parties.

15. Governing Laws and Jurisdiction

The Terms of Use shall be governed and construed in accordance with the laws of India without reference to conflict of laws principles. All disputes arising in relation to shall be subject to the exclusive jurisdiction of courts at Delhi.

16. Severability

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable under any present or future applicable laws: (a) such provision will be replaced with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces; and (b) the remaining provisions of the Terms of Use will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.

17. Waiver

Any failure on the part of CIS to require performance of any provision of these Terms of Use shall not affect its right to full performance thereof at any time thereafter, and any waiver by CIS of a breach of any provision hereof shall not constitute a waiver of a similar breach in the future or of any other breach.

18. Term and Termination

If and when you are desirous of having Your Account terminated, You are requested to access the “delete account” tab on the Platform.

In case of termination of Your Account in accordance with the Terms of Use; CIS will continue to securely maintain a record of Your Personal Information (defined under Privacy Policy) and Your financial transactions to fulfil regulatory obligations. CIS will provide You details of the AMCs in whose mutual fund units You have invested in and will fulfil Your redemption/transfer requests, if required.

CIS, at its sole discretion, may close Your Account for non-compliance with this Term of Use or any applicable laws.

19. Refund policy

The transactions on the Platform with respect to the Services will be completed only after successful transfer of money from Your registered bank account. Please note that the mutual funds will be credited to Your portfolio within 1 (one) working day, or as stipulated by regulatory bodies from time to time, from the date of the trade.

You hereby agree and acknowledge that the transactions on the Platform once completed cannot be cancelled by You. In the event that any transaction made by You is shown as successful with funds being debited from Your Account, and You do not receive mutual fund units, etc., the money would be refunded to Your registered bank account within the relevant time period as provided under Applicable Law.

The Company, Affiliates and/or its partners shall not be held responsible or liable for any such technical or other issues not originating from its system and which are not directly attributable to the Company, Affiliates and/or its partners.

20. Miscellaneous

All notices from the Company will be served by email to Your registered email address or by general notification on the Platform. Any notice provided to CIS pursuant to the Terms of Use should be sent to [ to be updated ].

In the event, CIS is of the opinion or informed about any fraudulent transaction/ violation of policies, CIS will have the exclusive right to block / freeze such account until further course of action.

If the whole or any part of the performance is prevented, hindered or delayed by a Force Majeure event (as defined below), Company shall not be liable for any failure to perform any of its obligations under these terms and conditions or those applicable specifically to its products/services, and in such case, its obligations shall be suspended for so long as the Force Majeure event continues. “Force Majeure Event” means any event, due to any cause beyond the reasonable control of Company, including without limitations, unavailability of any communication systems, breach, or virus in the digital processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, lockdown, computer hacking, unauthorised access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication etc.

21. Assignment, Subcontracting and Delegation

These Terms of Use are for the benefit of CIS its successors and assigns. We may assign or transfer any of its rights under these Terms of Use. CIS may delegate or subcontract the performance of any obligation under these Terms of Use. You further agree that you cannot assign or otherwise transfer, subcontract the terms or any rights granted hereunder to any party without Our prior written consent.

22. Grievance Redressal

The name and contact details of the Grievance Officer to handle any complaints in relation to the Platform / Services / Account are provided below:

Name: [ to be updated ]
Email: [ to be updated ]

Please include your name, registered contact details, a description of the issue and any relevant transaction reference number when submitting a complaint.

The Company shall endeavour to acknowledge and resolve complaints within the timelines prescribed under Applicable Laws and its applicable grievance redressal policy.

Complaints relating to the management or performance of a Mutual Fund Scheme, allotment of units, redemption proceeds or records maintained by an AMC or RTA may need to be raised with the relevant AMC or RTA. The Company may assist you in identifying the appropriate channel or forwarding the complaint where permitted.

Nothing in this clause restricts your right to approach AMFI, SEBI, the relevant AMC or RTA, or any other competent authority or dispute resolution mechanism, as applicable. Where eligible and applicable, you may also use the SEBI Complaints Redress System or another prescribed grievance redressal mechanism.

23. Amendments to these Terms

The Company may amend these Terms from time to time to reflect changes in its Services, business operations, technology or Applicable Laws.

The revised Terms shall be published on the Platform with an updated “Last Updated” date. Where required under Applicable Laws or where a material change warrants it, the Company shall provide appropriate notice or seek your consent.

No amendment shall operate retrospectively to the extent prohibited under Applicable Laws or prejudice rights that have already accrued.

If you do not agree to a material amendment, you may discontinue using the Platform and request closure of your account, subject to the treatment of pending transactions and any outstanding legal or regulatory obligations.