Terms & Conditions

adwizr — a service of Zenara Technologies Private Limited SEBI Registered Investment Adviser (Non-Individual) | RIA No. INA000022774

1. About These Terms

These Terms & Conditions ("Terms") govern your access to and use of the adwizr website, mobile application, and related services (collectively, the "Platform" or "Services") operated by Zenara Technologies Private Limited ("adwizr", "we", "us", "our"), a company incorporated under the Companies Act, 2013 (CIN: U62013KA2025PTC210290), registered with the Securities and Exchange Board of India ("SEBI") as a Non-Individual Investment Adviser under the SEBI (Investment Advisers) Regulations, 2013 (RIA Registration No. INA000022774).

By accessing, registering for, or using the Services, you ("Client", "you", "your") agree to be bound by these Terms. If you do not agree, do not use the Services.

These Terms are to be read together with:

• the Privacy Policy;
• the Refund Policy;
• the Grievance Redressal Policy;
• the client-level Investment Advisory Agreement you execute with us; and
• the Most Important Terms and Conditions (MITC) prescribed by SEBI (Section 12).

In the event of any conflict, the executed Investment Advisory Agreement and the SEBI-prescribed MITC prevail over these Terms.

2. Registration & Regulatory Details

3. Nature of Services

3.1 adwizr provides investment advisory and financial planning services in accordance with the SEBI (Investment Advisers) Regulations, 2013. Our Services may include, as applicable:

• Goal-based Financial Planning
• Portfolio Review
• Asset Allocation Guidance
• Investment Recommendations
• Mutual Fund Advisory
• Retirement Planning
• Tax Planning
• Insurance Needs Analysis
• Estate Planning Guidance
• Net Worth Tracking
• Financial planning calculators and planning tools

(collectively referred to as "Advice").

3.2 We are a fee-only Investment Adviser. We do not earn any commission, brokerage, referral fee, or other consideration from any product manufacturer, distributor, or third party in respect of any Advice we provide. Our sole remuneration is the advisory fee paid by you.

3.3 We do not execute transactions on your behalf and we do not hold custody of your funds or securities. All investment decisions and executions are made by you, at your sole discretion, through your own accounts with the relevant intermediaries. Any execution facility referenced within the Platform is optional, is provided by third parties, and is used entirely at your discretion.

3.4 Advisory and distribution are segregated. As a fee-only Non-Individual Investment Adviser, neither we nor any group entity or family member provides distribution services to you or your family in respect of the products on which we advise. Where available, we recommend direct (non-commission) plans of products only. This is consistent with our conflict-of-interest management and the SEBI-prescribed MITC (Section 12).

3.5 Advice is provided only after appropriate risk profiling and suitability assessment. You agree to provide complete, accurate, and current information to enable us to assess your risk profile, financial situation, and investment objectives.

3.6 Proprietary Advisory Engine and AI Assistant

adwizr uses proprietary software, financial planning methodologies, rules-based advisory engines and suitability assessment frameworks to generate financial plans, portfolio reviews and investment recommendations based on the information provided by the Client and applicable regulatory requirements.

The Platform also includes an AI-powered conversational assistant to help users understand financial concepts, explain reports, navigate the Platform and answer general queries. The AI assistant is intended to support the user experience and does not independently generate personalised investment advice. Personalised financial plans, portfolio reviews and investment recommendations are generated through adwizr's proprietary advisory systems in accordance with applicable regulatory requirements.

4. Eligibility

4.1 You must be at least 18 years of age, of sound mind, and competent to contract under the Indian Contract Act, 1872.

4.2 The Services are intended for residents of India. If you are a person resident outside India, a Non-Resident Indian (NRI), Overseas Citizen of India (OCI), or a US/Canada person, additional restrictions may apply and you must inform us of your status before onboarding.

4.3 By using the Services, you represent that all information you provide is true, accurate, and complete, and that you will keep it updated.

5. Client Onboarding & KYC

5.1 Before we provide Advice, you must complete our onboarding process, including KYC (Know Your Customer) verification, risk profiling, and execution of the Investment Advisory Agreement.

5.2 We may decline to onboard or continue serving any Client where KYC or risk-profiling requirements are not met, or where providing Advice would be inconsistent with the Regulations.

5.3 Where the Client chooses to connect financial accounts through the Account Aggregator ecosystem or any other authorised third-party service, the Client expressly consents to retrieval and use of such financial information solely for providing advisory services in accordance with applicable law and the Client's consent.

5.4 You are responsible for the confidentiality of your account credentials and for all activity under your account. Notify us immediately of any unauthorised use.

6. Fees

6.1 We are a fee-only Investment Adviser and do not receive any commission, brokerage, or consideration from third parties (see Section 3).

6.2 Our fees, fee mode, payment terms, and applicable taxes are set out in your Investment Advisory Agreement and the Most Important Terms and Conditions (MITC), and are charged in accordance with the SEBI (Investment Advisers) Regulations, 2013. Refunds are governed by our Refund Policy.

6.3 These Terms do not themselves set fee amounts; the executed Investment Advisory Agreement is the binding source for all fee terms.

7. No Guaranteed Returns; Market Risk

7.1 Investments in the securities market are subject to market risks. Please read all related documents carefully before investing.

7.2 We do not promise, guarantee, or assure any return, capital protection, or specific outcome. Past performance of any product, strategy, or market is not indicative of future results.

7.3 All Advice is based on information available to us at the time and on assumptions that may change. You are solely responsible for your investment decisions and their consequences.

7.4 Nothing on the Platform constitutes a solicitation, offer, or recommendation to buy or sell any security to any person in any jurisdiction where such an act would be unlawful.

8. Client Responsibilities

You agree to:

• provide complete, accurate and up-to-date information and promptly notify us of any material changes to your financial circumstances, goals, income, assets, liabilities or risk profile;
• review all Advice, disclosures and product documents before acting;
• exercise your own judgement and, where appropriate, obtain independent tax, legal or other professional advice before acting on any Advice;
• maintain the confidentiality of your login credentials, passwords and OTPs;
• use the Platform only for lawful, personal and non-commercial purposes;
• not attempt to gain unauthorised access to the Platform or interfere with its operation;
• not reverse engineer, copy, reproduce, redistribute or commercially exploit any software, reports, research, recommendations or other content available on the Platform.

9. Conflicts of Interest

9.1 We are committed to acting in your best interest and to managing conflicts of interest in accordance with the Regulations.

9.2 We do not receive any commission or incentive from third parties. Any material conflict of interest that may arise will be disclosed to you.

9.3 Our personnel are bound by a code of conduct and confidentiality obligations.

10. Intellectual Property

10.1 All software, proprietary advisory methodologies, planning models, algorithms, reports, calculators, AI-assisted features, designs, trademarks (including "adwizr"), logos, content and other materials available through the Platform are owned by or licensed to Zenara Technologies Private Limited and are protected under applicable intellectual property laws.

10.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal use. No other rights are granted.

11. Third-Party Services & Links

The Platform may integrate with or link to third-party service providers including, without limitation, KYC providers, Account Aggregators, payment gateways, mutual fund execution platforms, banking partners and other authorised financial service providers.

Such services are governed by the respective third party's terms and privacy policies. Zenara Technologies Private Limited does not control and is not responsible for the availability, performance or content of third-party services. Availability of such services may change from time to time.

12. Most Important Terms and Conditions (MITC)

[Forming part of the Investment Advisory Agreement — standardised text prescribed by SEBI (Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/19 dated 17 February 2025). Reproduced verbatim; only the grievance contact details in Point 12 are entity-specific.]

• The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client's behalf.
• The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.
• Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the IA.
• Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to the client with SEBI for grievances related to such products/services or services of IA in respect of such products/services.
• This agreement is for the investment advisory services provided by the IA and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent.
• The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients).

Note: (i) The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client. (ii) The IA may change the fee mode at any time with the client's consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client. (iii) The fee limits do not include statutory charges. (iv) The fee limits apply only for investment advice related to securities under purview of SEBI. (v) The fee limits do not apply to a non-individual client / accredited investor.

• IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is maximum two quarters. In case of premature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. However, IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.
• Fees to IA may be paid by the client through any of the specified modes like cheque, online bank transfer, UPI, etc. Cash payment is not allowed. Optionally the client can make payments through Centralized Fee Collection Mechanism (CeFCoM), managed by BSE Limited (i.e. currently recognized IAASB).
• The IA is expected to know the client's financial details for providing services. Hence, the client is required to share the financial information (e.g. income, existing investments, liabilities, etc.) with the IA.
• The IA is required to carry out the client's risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided will be in line with the assessed risk profile. IA shall also communicate the assessed risk profile to the client.
• As part of conflict of interest management, the client or the client's family members will not be provided any distribution services by IA or any of its group entity/ family members. IA shall, wherever available, advice direct plans (non-commission based) of products only.

The IA shall endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.

• For any grievances,

Step 1: The client should first contact the IA using the details on its website or the following contact details:

Step 2: If the resolution provided by IA is unsatisfactory, the client can lodge grievances through SEBI's SCORES platform at www.scores.sebi.gov.in

Step 3: If the client remains dissatisfied with the outcome of the SCORES complaint, the client may consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in

• The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of IA or assure returns to the client.
• Clients are required to keep contact details, including email id and mobile number/s updated with the IA at all times.
• The IA shall never ask for the client's login credentials and OTPs for the client's Trading Account, Demat Account and Bank Account. Never share such information with anyone including IA.

13. Limitation of Liability

13.1 To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, savings, data, or investment losses arising from your investment decisions.

13.2 Nothing in these Terms limits any liability that cannot be excluded under applicable law, including under the SEBI (Investment Advisers) Regulations, 2013.

13.3 Our Advice is one input into your decision-making. We are not liable for market movements or for outcomes resulting from decisions you make.

13.4 The accuracy and suitability of any Advice depend upon the completeness and accuracy of information provided by the Client or obtained from authorised third-party sources with the Client's consent, and the Client is responsible for promptly updating any material changes to such information. Zenara Technologies Private Limited shall not be responsible for any loss arising from inaccurate, incomplete or outdated information.

14. Indemnity

You agree to indemnify and hold harmless Zenara Technologies Private Limited, its directors, officers, and employees against any claims, losses, or liabilities arising from your breach of these Terms, your misuse of the Services, or your violation of applicable law.

15. Term, Suspension & Termination

15.1 These Terms remain in effect while you use the Services.

15.2 Either party may terminate the Investment Advisory Agreement in accordance with its terms. On termination, refund of fees for the unexpired period is governed by the Refund Policy.

15.3 We may suspend or terminate your access, with or without notice, if you breach these Terms, provide false information, or if required by law or regulation.

15.4 Termination does not affect rights or obligations accrued before termination.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of India. Subject to the dispute-resolution mechanism in Section 17 and the Grievance Redressal Policy, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction.

17. Grievances & Dispute Resolution

17.1 Complaints may be raised as set out in our Grievance Redressal Policy, including escalation to SEBI via the SCORES platform (scores.sebi.gov.in).

17.2 Disputes not resolved through the above mechanisms may be referred to Online Dispute Resolution (ODR) through the SMARTODR portal (smartodr.in), in accordance with SEBI's ODR framework.

18. Changes to These Terms

We may amend these Terms from time to time. Material changes will be notified through the Platform or by email. Continued use of the Services after changes take effect constitutes acceptance.

19. Contact

Zenara Technologies Private Limited

Email: contact@zenaratechnologies.com

Compliance Officer:

Sudhir Kumar Addanki

Email: sudhir.a@zenaratechnologies.com

Phone: +91 90360 29215

Registered Office:

27/402, 4th Cross, R.K. Garden, New BEL Road,

Gowri Ap, Mathikere, Bangalore North,

Bangalore – 560054, Karnataka

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Investments in the securities market are subject to market risks. Please read all related documents carefully before investing. Registration granted by SEBI and enlistment with BASL (the Investment Adviser Administration and Supervisory Body) do not guarantee the performance of the Investment Adviser or assure any returns to investors.