Welcome!

Our General Terms and Conditions govern your use of any product or service we provide, including our websites, mobile app, and social media channels, outlining both your responsibilities and our obligations to you. At Indus, we are committed to providing a seamless and secure investment experience, so it’s important that these terms ensure clarity and transparency in how we operate. By using our services, you agree to comply with these terms, which are designed to protect your interests as well as maintain the integrity of our platform. We may update these terms as we continue to evolve, so we encourage you to review them regularly to stay informed of any changes.

1. About these General Terms

1. By accessing or using our Services, you agree to the following:
   • These General Terms and Conditions (General Terms) are applicable between you (the user of our Services and any entity you are authorised to represent, as approved by us) and Indus Limited (Indus, we, or us);
   • We collect and use your information in accordance with our Privacy Policy;
2. Please review the Terms carefully and reach out to us if you need any clarification.
3. Capitalized terms used in these General Terms are defined in the Dictionary at the end of this document.
4. Third parties may set additional rules that both you and we must adhere to. You agree to comply with these rules, which we will communicate to you through the Services. Additionally, third-party products available on our Platform may have their own terms and conditions, which you will need to accept (where applicable) in order to access or use those products.
5. We collaborate with various partners, referred to as our Support Team, to provide our Services. The parties that make up our Support Team may change at any time without prior notice to you.

2. Service Availability

1. Except as explicitly outlined in the Terms, we do not make specific guarantees about the Services. We put significant effort into delivering high-quality Services and commit to performing them with reasonable care and skill, in line with our legal obligations. However, we cannot assure that the Services will always be fully secure, uninterrupted, free of errors, or without bugs. Our Services are provided on an "as is" basis, meaning there may be occasions when they are limited or unavailable, and we cannot promise that they will always meet your expectations or function as scheduled.
2. We may temporarily suspend your access to, or use of, all or part of our Services if we believe it is reasonably necessary, including in the following situations:
   • For technical, legal, or regulatory reasons (such as when required by SEBI or other regulators);
   • During emergencies or periods of unusually high trading activity;
   • If we deem it appropriate to protect our customers or Indus;
   • To ensure other services remain accessible to you or our other customers;
   • If our systems, or those of our Support Team or third-party providers, are unavailable or malfunctioning;
   • For the maintenance or upgrading of our systems.
3. We may occasionally request that you install updates or upgrades to continue using our Services.
4. We are not liable to you (or anyone else) for any consequences arising from your inability to access the Services or from the Services being unavailable at any time.

3. Information we make available

We don't provide advice or recommendations

1. None of the information we provide constitutes investment, financial, legal, or tax advice or recommendations, and we are not responsible for any use of the information in that context. Any information we offer, including Market Information (as defined below), should not be relied upon for decision-making purposes.
2. If you are uncertain about an investment or its tax implications, or if you're determining whether an investment aligns with your financial objectives, tax situation, or needs, it is advisable to seek independent legal, financial, taxation, or other professional advice.
3. Any third-party links provided through our Services are not under Indus' control. We are not responsible for, and do not make any representations, warranties, or guarantees regarding, the accuracy or completeness of the information found on these linked sites. The links are provided solely for your convenience and do not indicate endorsement, affiliation, or verification by Indus.

Market Information

4. We may provide, curate, and create general investment and wealth development information or tools through our Services or Website, including definitions of investment terminology, pricing data, market news, returns, performance metrics, calculation tools, and other investor resources. This content, along with any other information made available to you through our Services (including from our Support Team), is collectively referred to as Market Information.
5. We either own or license the Market Information, or it is publicly available. Market Information is intended for your personal use only and should not be shared, copied, or reproduced. Some Market Information may be subject to additional terms that you must agree to before accessing it. Any returns or data displayed may be estimates and are typically calculated based on the share price or exchange rate available at the time.
6. We do not guarantee continuous or uninterrupted access to Market Information. It may be modified or discontinued at any time without prior notice.
7. We do not guarantee that Market Information will be accurate, complete, reliable, or timely, nor do we make any other warranties or assurances regarding the Market Information. We are not liable for any losses resulting from the unavailability, delays, inaccuracies, errors, or incompleteness of Market Information or any information derived from it.

4. Your Responsibilities

1. When using our Services, you agree to comply with Applicable Law (as well as any relevant laws and regulations in other jurisdictions, such as India), the Terms, and any reasonable instructions we provide.
2. You must not use our Services to engage in or support any illegal activities.
3. You must not attempt to introduce viruses, malware, or any other harmful code into the Services or any third-party systems accessible through the Services.
4. You are responsible for all activities conducted through your Account, as well as your access to and use of the Services.
5. You are responsible for taking reasonable steps to keep your Account secure and prevent fraudulent use, including:
   • Regularly updating your password and avoiding recording or sharing it (or any other login credentials) with others;
   • Ensuring no one observes you entering your login credentials;
   • Not leaving your device unattended while signed in;
   • Keeping your electronic devices secure.
6. You must provide us with a valid email address, keep your contact details up to date in your Account, and notify us immediately of any changes.
7. You must notify us immediately if you become aware of, or suspect:
   • Your login credentials have been compromised or are known to someone else;
   • There has been any unauthorised access to or use of your Account.
8. Your Account is for your use only and must not be accessed by anyone else, unless we have agreed otherwise in writing.
9. You agree that we may treat instructions received through your Account as valid instructions from you.
10. If you notice any errors in your Account or instructions, you must notify us immediately and take all reasonable steps to minimise any potential loss to yourself or others. You agree to reimburse us for any loss we incur (such as a cancellation fee, levy, or other costs) due to an error in your instructions or any mistake caused by you.

5. Liability

Your rights under consumer law

1. If you are considered a "consumer" under the Consumer Guarantees Act 1993, nothing in our terms will restrict any rights or remedies you are entitled to under the Act.

Your responsibilities when using our Services and what we're responsible for

2. You agree that:
   • If you owe us any money, you are responsible for repaying the full amount.
   • You will take responsibility for, and indemnify, us, along with our directors, officers, employees, agents, Support Team, and third-party providers, and hold us harmless for any direct losses we incur or for any claims made against us as a result of your breach of these Terms or failure to comply with Applicable Law. Indemnity means you promise to compensate someone for any loss they’ve experienced. This indemnity will not apply if the direct loss is proven to be caused by our breach of Applicable Law, negligence, fraud, or wilful misconduct, or a failure to meet our obligations to you under the Terms.
3. You accept that:
   • We are only responsible for your personal direct loss if that loss is directly caused by our: Breach of Applicable Law; negligence; fraud and/or wilful default or breach of our obligations to you under the Terms.
   • We are not liable to you or anyone else for any matters related to our Services, regardless of whether it arises from a breach of contract, tort, misrepresentation, or any other cause.
   • We are not responsible for anything beyond our reasonable control, or the control of our directors, officers, employees, agents, Support Team, or third-party providers.
   • We exclude liability (whether direct or indirect) for any loss of profits, revenue, business opportunities, goodwill, or anticipated savings, as well as for any loss or damage that is not foreseeable, or for any indirect, special, or consequential loss or damage.
   • If we are liable to you, our total responsibility, whether due to breach of contract, tort, misrepresentation, or any other cause, is limited to the amount equal to the total fees you have paid to us for your Account in the last 12 months, for any single event or series of related events.
   • The exclusions and limitations outlined in these Terms apply to us, as well as our directors, agents, employees, Support Team, and third-party providers, for their actions and omissions.
4. You agree to take reasonable measures to prevent or reduce any Loss you may suffer or incur as a result of any breach or default on our part.

6. Intellectual Property Rights

1. You agree not to misuse our Services or violate our Intellectual Property Rights.
2. We own or license the Intellectual Property Rights related to our Services, brand, technology, and all associated materials. Other than for your personal use and enjoyment of the Services in accordance with the Terms, you do not hold any rights or interests in these Intellectual Property Rights.
3. If you provide feedback on our Services, we may use it freely without any limitations or fees.
4. You must not reverse engineer, copy, modify, or create derivative works of our Services, or any part of them. Additionally, you must not use robots, scrapers, or any other unauthorised automated or manual methods to access our Services or information.

7. Confidentiality

When using our Services, we may both share or come across each other’s confidential information. We both agree to take reasonable measures to protect this confidential information and prevent unauthorised access. Either party may disclose the other’s confidential information to legal or regulatory authorities if legally required to do so.

8. Changes

1. You can view the most up-to-date version of the Terms on our Website. The date of the latest update is indicated at the top of these General Terms.
2. We may modify the Terms, adjust our Services, or increase fees periodically by providing you with reasonable notice (typically 14 days for significant changes). If you do not wish to accept any changes, you must discontinue using the affected Services and close your Account before the changes take effect. If you continue to use the Services after the changes (including any fee increases) take effect, you will be deemed to have accepted the modifications.
3. We may implement certain changes immediately, without prior notice to you, in the following situations:
   • When we determine that the change is unlikely to have a significant negative impact on you or your use of the Services (such as introducing a new feature, resolving a bug, or lowering fees);
   • If a change is required due to a threat (or perceived threat) to our security or systems, or for legal, regulatory, or compliance reasons (such as cybersecurity updates, legitimate requests from authorised agencies, or responding to your breach of the Terms, Applicable Law, or any other relevant laws or regulations in any jurisdiction).

9. Communication and contacting us

How we'll contact you

1. You acknowledge that the Services we provide are paperless, and that we will communicate with you electronically (such as via email, text message, direct message through our Platform, displaying a general notice within the Platform, posting updates on our Website, or through any other reasonable method we choose). We may send you factual updates and information related to companies, investments, or other products relevant to your Account. Additionally, when information requires a signature, we may use electronic signatures, and you consent to our use of electronic signatures for this purpose.

How you can contact us

2. You can get in touch with us through the following channels:

   Email: [email protected]

   App: You can send us a message by logging into the Indus app and clicking the chat bubble at the top of your screen. Click on 'Still Stuck?'' to chat to one of our team members.

10. How to make a complaint

1. If you wish to file a complaint, please notify us immediately. We will carefully review your complaint and provide a final response within 40 Trading Days.

Escalating your complaint

2. If we are unable to resolve your complaint to your satisfaction, or if it remains unresolved within 40 Trading Days of receiving it, you can also escalate your complaint free of charge to an external independent dispute resolution service, operated by Fairway Resolution Limited. You can contact them at:

   Level 8, 95 Customhouse Quay, Wellington Central, Wellington 6011, New Zealand

   0800 77 44 22; or

   [email protected]

11. Transferring rights and obligations under the Terms

1. We may appoint any individual or business to advise on or carry out any of our functions or responsibilities under the Terms. We also reserve the right to transfer any of our rights and obligations under the Terms, in whole or in part, to anyone we determine, at our sole discretion, to meet the appropriate criteria. Any member of Indus Limited is entitled to enforce these Terms.
2. You are not permitted to transfer your rights or obligations under the Terms (such as access to your Account or our Services) without our prior written consent, which we are not obligated to provide.

12. Goodbye: Closing accounts

You can close your Account at any time

1. You may request to close your Account by providing notice through our Service. Please be aware that:
   • If you have pending income from any Investments held within our Services (such as dividends), you may need to wait until these funds are transferred to your Wallet before closing the Account—feel free to contact us to discuss this.
   • If any of your Investments within our Services are subject to a trading halt or restriction, you may not be able to close your Account until the Investment is either sold, or forfeited to Indus (subject to our approval).

We can close your Account on 14 days' notice

2. We may close your Account by providing 14 days’ written notice for any reason.

We can close or suspend your Account immediately in some circumstances

3. Without limiting our other rights or remedies, we may close or suspend your Account immediately upon providing written notice if:
   • You fail to make payment within 7 days of receiving a written notice to do so;
   • You breach any of our Terms that are irreparable, or if the breach is repairable, you do not remedy it within 7 days of receiving written notice;
   • You are declared bankrupt, undergo liquidation, or face any similar financial insolvency process, or are otherwise unable to meet your debts as they become due;
   • You deceive or mislead us;
   • We have reasonable grounds to believe you have breached or are likely to breach Applicable Law or any relevant laws and regulations in another country;
   • We suspect your Account security has been compromised or there has been or is likely to be unauthorised, fraudulent, or illegal use of your Account (such as money laundering or financial crime);
   • We believe we are legally obligated to do so;
   • A regulator or a member of our Support Team requests that we close or suspend your Account;
   • You fail to provide requested information or no longer meet our eligibility criteria for holding an Account;
   • You are, or become, a Prescribed Person;
4. If we close or suspend your Account for any of the reasons listed in the first six bullet points above, you will be responsible for covering any costs and expenses related to the closure or suspension. We are not liable for any loss you may experience as a result. Additionally, we may suspend or close any future Accounts you create.

What happens when your Account is closed?

5. Whether you close your Account or we do, the following will apply:
   • You agree to pay any outstanding amounts you owe us, even after your Account is closed.
   • We will not refund any applicable fees or charges that were incurred.
   • Please refer to our Privacy Policy for details on how your personal information is handled after your Account is closed.

13. Details and Dictionary

General details about the Terms

1. If there are special terms specific to a customer, account, product, or service that conflict with these Terms, the special terms will take precedence.
2. If any part of the Terms conflicts with Applicable Law, the Applicable Law will take priority, and other terms may be implied by law.
3. If any part of the Terms is found to be invalid, that part will be removed or minimally modified, while the rest of the Terms will remain in effect.
4. Your obligations under the Terms remain in place even if we don’t immediately enforce them. If we delay, waive, or choose not to enforce our rights, it doesn’t mean those rights are forfeited. A one-time waiver doesn’t mean we are obligated to continue waiving.
5. Your obligations to us under the Terms continue even if your account is suspended or closed, until all obligations have been fulfilled.
6. These Terms are governed by New Zealand law, and any disputes will be subject to the exclusive jurisdiction of the New Zealand Courts.

Dictionary

7. 7.Whenever the terms "for example", "includes", or "including" are used in the Terms, they are considered to be followed by the phrase "without limitation".
8. Certain capitalised words in the Terms carry specific meanings.

At Indus, we strive to make investing in India as accessible and straightforward as possible, and these Invest Terms reflect our commitment to transparency and fair conduct. By agreeing to these terms, you confirm your understanding and compliance with the rules governing the use of our investment services.

1. About these Invest Terms

1. The terms outlined in the General Terms and Conditions (General Terms) govern your use of the Platform. These Investment Terms and Conditions (Invest Terms) are a supplement to the General Terms and must be read in conjunction with them, as they detail the specific conditions for using our investment-related Services through Indus. These terms are designed to ensure that all customers have a clear understanding of their obligations and the processes that govern their investments on our platform. The definitions of capitalised terms in the Invest Terms are provided either in the Dictionary at the end of this document or within the General Terms.
2. By accessing or using our Platform, you agree that:
   • The Invest Terms apply between you (the user of our Platform and any entity you are authorised to represent, as approved by us) and Indus Limited (Indus, we, or us), a New Zealand-based entity that provides the Platform and acts as the Indian market participant and broker-dealer for Indian Securities.
   • Additional terms may apply to your use of the Platform (which we will communicate to you through the Services) and must be read in conjunction with the Invest Terms, such as special terms for participating in an investment opportunity, promotions, or using specific features.

2. Support Team for the Platform

You are the beneficial owner

1. You are the beneficial owner of the funds in your Wallet and the Investments in your Account (provided no amounts are owed to us—refer to sections 6 ‘Our rights if you owe us money’ below). The funds in your Wallet and the Investments in your Account are held in custodian accounts by Indus Limited on your behalf, as the ultimate beneficial owner, in accordance with these Invest Terms.
2. We may engage separate or third-party custodians to buy, sell, or hold Investments, and we collaborate with various partners—our Support Team—to provide the Platform to you, including DBS Bank India Limited (DBS India). DBS India may handle daily fund transfers and hold these funds in INR within dedicated Indus custodian accounts. DBS India will also facilitate the purchase and sale of Mutual Funds

3. Getting started with our Platform

Opening an Account

1. To open an Account and use our Platform, you must meet the following eligibility criteria:
   • Be 16 years or older and residing in New Zealand;
   • Be a natural person (unless we have agreed otherwise in writing);
   • Hold a New Zealand bank account;
   • Have a New Zealand residential address;
   • Provide the required information as requested;
   • Agree to and comply with the General Terms and Invest Terms;
   • Provide accurate and up-to-date tax information;
2. Please also note:
   • We are not obligated to open an Account for you, and we are not required to provide reasons if we decide not to.
   • You must inform us if you are a Prescribed Person or if you later become one. We may close your Account upon receiving such notification or if we become aware that you or any representative is a Prescribed Person.
   • We reserve the right to modify or waive any criteria at our sole discretion from time to time.
   • You may only use our Platform for your own personal investments. If agreed to in writing, we may allow you to use our Platform for trust, group investing, or business purposes, which may be subject to additional terms.

You must give us certain information about you

3. You are required to provide us with the information we request and confirm that all the information you provide is accurate and complete.
4. If you fail to provide the requested information, we may suspend your access to or use of our Platform, and/or sell any Investments you own and close your Account.
5. You must promptly inform us of any changes to your information or update it directly in the Platform.

We pool your money and Investments

6. Your funds and Investments may be combined with those of other customers, as well as with our own or those held by our sub-custodians (including third-party sub-custodians), and stored in "pooled accounts".
7. Your funds and Investments are identifiable to us in the records we maintain, but are generally not individually identifiable in external registries (such as bank accounts or company share registers) because legal title is held in the name of Indus Limited or a separate or third-party sub-custodian.

Topping up your Wallet

8. To place an order to buy an Investment or any other products available through our Services, you must have sufficient funds in your Wallet.
9. You may only top up your Wallet in NZD currency.
10. You can top up your Wallet using a direct transfer from a local bank account. Be sure to include your unique Indus customer reference number with the transfer. Other payment methods such as credit or debit cards are not currently available for topping up your Wallet.
11. We may require that any top-ups be made from a local bank account registered in your own name.

We apply rounding

12. We apply rounding to the values in your Wallet and Portfolio, with different rounding rules for money and various types of Investments. In some cases, we may round to more decimal places in the background than what is shown in the values displayed to you.

Withdrawing from your Wallet

12. We may require you to withdraw funds to a local bank account in your own name or to the same account from which the money was originally deposited.
13. Currently, there is no option to include customer reference numbers on withdrawals. Therefore, we recommend avoiding direct withdrawals to another pooled bank account.
14. You can only withdraw funds from the Indus account in local currency. Foreign currency withdrawals are not supported and must first be converted to local currency, with applicable currency exchange fees.
15. Due to restrictions imposed by third-party banks, we may set a limit on the amount of money that can be withdrawn in a single transaction.
16. If your Wallet contains less than $0.01, you cannot withdraw that amount. If your Account is closed, this small balance will be retained by us.
17. When transferring money into your Wallet, it must be done solely with the intention of buying or selling products available through our Services, or withdrawing money that has been used for that purpose.
18. We may display the funds from a sell Order in your Wallet before the Order has fully settled; however, you may not be able to trade with or withdraw these funds until the settlement is complete.

We have measures in place to identify financial crime

20. We may request additional information from you and may limit withdrawals while awaiting this information.
21. If you top up your Wallet but do not engage in any trading activity, and wish to withdraw your funds, you may be restricted to withdrawing the money to the same bank account used for the original top-up.

Earning income

22. If your Investment generates income (such as through a sale, dividend, or distribution), we will deduct any applicable fees, costs, and taxes (refer to section 6 ‘Fees and taxes’ below for further details) and credit the remaining balance to your Wallet, unless you have given us other instructions in advance, such as opting for automatic dividend reinvestment or enrolling in an Investment’s dividend reinvestment plan.
23. In some instances, you may not receive any money in your Wallet if the income earned, after deducting applicable fees, costs, and taxes, is less than $0.01.
24. There may be a delay between when your Investment generates income and when the funds become available in your Wallet. Delays can occur due to processing times required by us, our Support Team, or the relevant Exchange, Investment Provider, or bank. The duration of this delay may vary depending on the specific Investment or Exchange involved.
25. If your consent is required to receive any money or income, you agree that we are authorised to provide that consent on your behalf.

Changing currencies

26. Investments are purchased using INR, as this is the local currency for all Investments offered through our Platform. Generally, if you:
    • Receive income from an Investment (such as through a sale or dividend), the funds will be credited to your Wallet in INR;
    • Indus will automatically do the FX exchange on your behalf once NZD is paid into the Indus NZD account. Once the funds are exchanged into INR you will be able to make investments in Indian securities.
27. We work with third parties to offer foreign exchange services through our Indus app.
28. Key information about our FX services:
    • The exchange rates displayed are not final until you receive confirmation of your FX Order. If the exchange rate changes significantly, you may encounter an error and need to resubmit your FX Order.
    • Currency exchange fees apply to all FX Orders.
    • We do not guarantee acceptance of your FX Order.
    • We reserve the right to cancel an FX Order or any resulting Order or Trade at our discretion (for instance, if errors are discovered or unexpected issues arise with the third parties involved in providing FX services).

What if we can’t tell which Account money should go to?

29. If you enter incorrect customer reference details when depositing money into your Wallet, we may be unable to accurately identify which Account the funds belong to.
30. If we are unable to identify which Account the funds should be allocated to, we may hold the money while awaiting further instructions from you. If we do not hear from you and are unable to determine where the funds belong after a certain period, we may return the money to the original source.
31. If your Account has been closed and funds are received afterward, we will make reasonable efforts to return the money to you. Any unclaimed funds will be handled in accordance with Applicable Laws.

Errors

32. If we mistakenly credit your Wallet with funds or add Investments to your Portfolio that do not belong to you, you agree that we may remove those funds or Investments without prior notice. If you withdraw the funds or trade the Investments before we are able to correct the error, you will be responsible for repaying the value of the funds or Investments.

4. Risks

Investing isn’t always straightforward

1. Some risks of investing and using our Platform
   • Investing carries risks. You may not earn a profit, and you could end up with less money than you initially invested.
   • The value of investments and currencies can fluctuate, or remain unchanged.
   • Fees and taxes are applicable.
   • Investments may or may not generate income, such as dividends or interest.
   • We do not provide financial, legal, or tax advice or recommendations.
   • Our Platform has limitations and may not function perfectly at all times.
   • There are both benefits and limitations in how your investments are held when using our Platform compared to investing directly.
   • You are exposed to market risk when using Indus, meaning the currencies or investments you own may lose value when you want to sell or exchange them.
   • When we exchange currency through our Platform it will be at the exchange rate we offer at that time, which may not be favourable for you. Currency exchange fees will also apply.
   • Investments or currencies can change in value due to various factors, including political, economic, tax, or legal reasons. These changes may affect a specific investment, exchange, or sector, or have broader impacts.
   • If a company or fund you've invested in or are exposed to enters a transaction where the counterparty fails to fulfil their obligations, your investment’s performance may suffer.
   • If a company or fund you've invested in has exposure to borrowers who fail to meet their credit obligations, it can affect your investment’s performance.
   • If your portfolio has limited diversification across investments or asset classes, it may experience a drop in value if a particular investment or asset class is negatively impacted by market movements.
   • There may be instances where an investment cannot be sold promptly, or you cannot withdraw from an investment as quickly as desired (or at all). This may occur due to bankruptcy, receivership, or market fluctuations reducing buyers for a specific investment, making it harder to sell.
   • Indus does not issue or manage the investments or currencies available on our Platform and we are not responsible for their performance.
   • Prices displayed on the Platform [Change all invest Service to either Indus app or platform]may be delayed and are provided by a third party. Therefore, the price you see may not reflect the actual market price, and may not be the price your trade is executed at.
   • Past performance of an investment or currency does not guarantee future results.
   • Local and international taxes and legal obligations may affect the overall return on your investments. You are responsible for your tax obligations.
2. There may be times when you are unable to buy or sell investments or currency at your preferred time or price. This could happen because:
   • You may need to wait for a matching buyer or seller. At times, there may be no one willing to buy or sell at or near the price you've set.
   • Certain investments have specific restrictions on when they can be bought or sold (refer to the relevant offer documents or disclosure documents for details).
   • The status of an investment may prevent trading, such as when it is subject to a trading halt or if the exchange has suspended trading.
   • Our services or a third party we rely on may not be functioning properly.

We don’t support all Investment options and features

3. We do not offer discretionary portfolio management services for your investments.
4. We operate based on your instructions as outlined in these Invest Terms.

Our Platform has limits

5. Our Platform offers some incredible features, giving you access to a variety of investment opportunities. However, it doesn't cover everything. For instance, our Platform currently doesn't allow you to:
   • Buy, sell, or hold investments directly under your own Shareholder Number—your investments are managed on your behalf with the assistance of our Support Team, using Indus Limited’s or a related or third-party sub-custodian’s Shareholder Numbers and names.
   • Participate in all types of corporate actions or exercise certain rights that you might have if you held your investments directly under your own Shareholder Number.
   • Transfer foreign currency into your Wallet.
   • Transfer foreign currency out of your Wallet.
   • Transfer Mutual Funds out of the Indus Platform.

What happens if Indus or our Support Team become insolvent or default on their obligations

8. You are the beneficial owner of the funds in your Wallet and the investments in your Portfolio, which are held by Indus Limited on your behalf. If Indus or any of our sub-custodians (including third-party sub-custodians) were to become insolvent, the money in your Wallet and the investments in your Portfolio cannot be used to settle Indus' debts (or the debts of any sub-custodians).
9. Your Wallet and Portfolio are protected from:
   • our general creditors;
   • the general creditors of our sub-custodians; and
10. Except as outlined in these Invest Terms or the General Terms (such as for the payment of fees), neither we nor our sub-custodians are permitted to use your investments or any funds in your Wallet for our own purposes or for any other person.
11. If we become insolvent or materially fail to meet our obligations (or if other parties involved in your Order or Trade do), we (or others) may cancel any unsettled Orders or Trades, and trading may be suspended. If a third party holding your money or investments becomes insolvent or materially defaults on their obligations, we will make reasonable efforts to enforce our rights against them under the relevant contracts and Applicable Law.

Fractional trading

12. We may not provide fractional investing for all investments or orders.
13. Practical and technical limitations may prevent us or our third-party broker-dealers from offering the same rights for a fraction of a share/unit as for a whole share. Additionally, investment providers may restrict fractional trading or limit the rights available to investors who hold a fraction of a share/unit.

Investing

You pick Investments available on the Platform

1. We offer a selection of investments through the Platform, which may be updated or changed over time, including the available exchanges. Indus Limited does not issue or offer these investments.
2. We aim to assist you in understanding investments, including the terminology and processes, but it is your responsibility to fully understand how the investments function within our Platform.

You tell us what to do with your Investments

3. For your investments and money, you provide the instructions, and we follow them as long as it is possible within the capabilities of our Platform and your instructions comply with Applicable Law and these Invest Terms.
4. You instruct us to buy or sell investments for you by placing an order through the Platform:
   • To place a buy order, you must have sufficient funds in your Indus Wallet to cover the investment amount and applicable fees.
   • To place a sell order, you need to have the investments available in your portfolio to sell.

We try our best to complete your Order (in accordance with these Invest Terms)

5. When you place an order, we collaborate with our third-party broker-dealers to execute it. However, this process is governed by the Invest Terms, Applicable Law, technical limitations, legal obligations, and the applicable terms set by the relevant registry or investment provider.
6. You agree that we may:
   • Complete a buy, sell, or FX order either with ourselves or with others.
   • Act on your behalf as both buyer and seller.
   • Represent the other party (the corresponding seller or buyer) in a trade you instruct us to execute.
   • Be the buyer or seller for our own account in any trade.
   • Aggregate or bundle multiple orders.
   • Delay processing your orders for any reason.
   • Pool your funds and investments with those of our other customers, ourselves, or our sub-custodians, including third parties.
   • Set and modify limits for your orders or FX orders, either generally or for specific investments or customers. For example, we may limit the dollar/INR value, number of shares[Shares/units]/units, frequency, or type of orders you can place.
7. You can override our discretion to accumulate, bundle, or delay your order by cancelling it before processing begins.

Orders to buy or sell Mutual Funds

How do Orders for Mutual Funds work?

8. Mutual Funds are investments that are not traded on an exchange. When you place an order to buy Mutual Funds, we will attempt to purchase as many units (or fractions of a unit) as possible based on the INR amount of your order at the time it is processed (fees may apply).
9. When you place an order to sell a Mutual Fund, we will attempt to sell the number of shares (or fractions of a share) that you specify.

How your Order for a Mutual Fund becomes a Trade

10. A Mutual Funds trade occurs when your order to buy or sell shares is completed by the investment provider (DBS India), which may take some time.

What happens after we get your Order

11. When you place an order for a Mutual Fund, it typically enters a 'settlement group':
    • The 'settlement group' is submitted to the relevant investment provider once per trading day.
    • If your order is placed on a non-trading day or after the 'settlement group' has already been sent for the day, it will be included in the next trading day's settlement group.
12. Your order may be delayed, for instance, if the investment provider's systems are unavailable.
13. Mutual Funds may have varying processing times to complete a trade. While the typical processing time is one to two trading days, some Mutual Funds may require significantly longer.
14. The price of your order is not finalised until the investment provider completes the trade.

When you get the money for a completed sell Order

14. For Mutual Funds, the value of a completed sell order (minus fees and applicable taxes) is credited to your Wallet[In INR] in INR once the trade is settled by the investment provider.

Prices for Mutual Funds change

15. The prices displayed in the Platform are delayed, and the process of turning an order into a trade takes time. During this period, the price of the Mutual Funds may fluctuate, either slightly or significantly.
16. You acknowledge that the price displayed on the Platform when you place an order may not be the final price. Your order, if traded, will be executed at the price determined by the investment provider.

Auto-invest Orders

17. An auto-invest or Systematic Investment Plan (SIP) order is a standing instruction you give us to regularly repeat a buy order for a specific investment or group of investments.
18. We may restrict the number of auto-invest orders you can create within the Platform.
19. You must have sufficient funds in your Wallet each time your auto-invest order is scheduled to process. If there are insufficient funds or other reasons for the failure, we may attempt to process the order when additional funds are available. However, if the issue persists after multiple attempts, we may pause the auto-invest order. In such cases, you will need to log into your account to review and resume your order.
20. We group auto-invest orders together and typically execute them once per day.
21. You can stop or modify future auto-invest orders at any time by editing or cancelling them through the Platform. However, you cannot cancel an auto-invest order that is already being processed.
22. Currency exchange fees if applicable, are charged separately for each investment in an auto-invest order.
23. If an investment in your auto-invest order becomes unavailable for purchase through our Platform, the order for that investment will be removed from your auto-invest order. The remaining buy orders (if any) will continue unless you instruct us to stop them.
24. Auto-invest may not be available for all investments. We may limit the types of investments you can include in an auto-invest order at any time.

Cancelling your Order

25. You can instruct us to cancel an order (except an FX order) through the Platform before it has been executed as a trade. If cancellation is possible, you can do this within your account. However, we do not guarantee that your cancellation request will be successful. You cannot edit an order; you will need to cancel it and place a new one.
26. You cannot cancel any portion of an order once it has been executed as a trade.
27. Orders expire (and are cancelled) if they are not filled within a specific timeframe. Additionally, orders may be cancelled by our third-party broker-dealer under certain conditions, such as when an investment is affected by corporate actions like dividends, share splits, or consolidations.

We might cancel or delay your Order or Trade

28. We may refuse to process, cancel, or void all or part of any action or instruction (including deposits, withdrawals, orders, FX orders, or trades) without providing a reason. For instance, we may decline to follow your instructions or cancel an order or trade if:
    • It is likely to violate these Invest Terms or Applicable Law, or we reasonably suspect it involves illegal activity or supports such activity.
    • Cancellation is required or permitted under Exchange Rules.
    • The Exchange recommends or mandates cancellation.
    • It contains, or is based on, an obvious error.
    • It could pose a risk to market stability or system integrity.
    • A third-party broker-dealer, clearer, custodian, or sub-custodian has restricted or will restrict the investment.
    • We know or suspect a security breach has occurred.
    • It (or any remaining part) has not been completed within 30 calendar days.
29. These Invest Terms do not obligate us to refuse, cancel, or void any action or instruction (including deposits, withdrawals, orders, FX orders, or trades).

What happens if you don't give us what we need to settle a Trade

30. If we are unable to deliver investments for a trade on time due to your failure to act appropriately or meet your obligations, we may cancel the trade (if possible), or buy back, sell, or take possession of the relevant investments. You will be required to immediately cover any direct losses we incur as a result.

Trade confirmation

31. We offer a paperless service, providing information about your account, trades, investments, and certain tax details exclusively through our Platform or via email. We are not obligated to send paper statements or hard copies.
32. We confirm your trades via email or through our Platform with a trade confirmation notification. It is your responsibility to promptly review the details in the notification for accuracy. If you believe there is an error, you should notify us as soon as possible, ideally within one trading day.
33. If an order is only partially completed on a trading day, you will receive a notification for the portion that was completed. You will receive additional notifications if the remaining parts of your order are completed on subsequent trading days.
34. We may display the investments in your portfolio before settlement occurs, or we may wait until settlement is complete. If we show the investments before settlement, we may impose restrictions, such as preventing trades on those investments until settlement is finalised.

Settlement

35. 'Settlement' refers to the transfer of ownership and when we receive the investments or money to hold on your behalf (with 'settle', 'settles', and 'settled' having corresponding meanings). We are not responsible for any delays in settlement caused by circumstances beyond our control, or by the failure of any party (including you) to complete the necessary steps to settle your trade.

Owning Investments

36. When you own an investment, it may:
    • Increase or decrease in value.
    • Generate income, or not, such as through dividends, distributions, or capital returns.
    • Undergo restructuring, such as spin-offs, splits, consolidations, or company mergers, or be acquired by another company.
    • Grant voting rights.
    • Provide other rights, such as options, warrants, or rights to acquire additional shares at a specified price.
    • Enter liquidation, become insolvent, or be delisted.
    • This list is not exhaustive.

Restructures

37. If your investment is restructured, the number and value of your shares may change (for example, due to mergers, splits, or consolidations), or they may be replaced with shares in a different investment (such as in mergers), or a combination of money and shares.

Investment Opportunities

38. If your investment offers an investment opportunity, we may or may not make it available to you. If we do, participation may be subject to additional terms and limitations, which may be set by the investment provider and/or us. In the event of inconsistencies between our terms and the offer terms from the investment provider, our terms will take precedence.
39. If you are eligible to participate in a shareholder vote or other voting opportunity and do not submit your vote, Indus may cast a vote on your behalf as yes, no, or abstain.
40. When we facilitate participation in investment opportunities through the Platform, any eligibility criteria and limitations may be communicated to you via the Platform or other channels.
41. Turnaround times between the announcement and cut-off for Investment Opportunities can be brief. We also require time to process participation through our Platform, so our timeframes may differ from those of the Investment Providers.
42. Except for the responsibilities outlined in section 5 ‘Liability’ of the General Terms, we are not liable for any delays or issues related to your participation in these Investment Opportunities.

Delisted or otherwise not available to hold through our Platform

43. Your investment may be delisted or become unsupported or unavailable to hold through our Platform. Additionally, your investment may deliver items of value that we do not support or hold within the Platform. If this occurs with an investment in your portfolio, we will typically try to inform you in advance, if reasonably possible.
44. If you hold an investment (or any additional items of value associated with the investment) in our platform that is, or will soon become, ineligible to be held through our Platform, we may:
    • Attempt to sell or write off the investment (and/or any additional items of value associated with the investment) on your behalf, and deposit the proceeds (after deducting fees and taxes) into your Wallet. In certain cases, our third-party sub-custodian may also sell or write off unsupported investments at their discretion and transfer any proceeds to you. This may occur, for instance, if your investment (or associated shares or items of value) is being delisted, transferring from an exchange we support to one we don’t, due to technical or legal constraints, or if we (or our third-party sub-custodian) decide to no longer allow the investment to be held in our Platform; or

Communications about your Investments

45. Since your name is not listed on third-party registries for your investments (such as a company share register), you will not receive communications directly from the investment provider or registry. Instead, these communications will be sent to Indus.
46. We are not obligated to forward or act on any corporate actions, rights, or other communications we receive regarding your investments. If we choose to do so, we may take actions we deem commercially reasonable at our discretion, considering technical, legal, and other constraints.

Fees and taxes

We make money from fees you pay

1. By using our Platform, you agree to pay the fees we establish.
2. You pay a currency exchange fee to exchange currency of 1%.
3. Orders for Mutual Funds are not subject to transaction fee. However, other fees may apply, including those charged by your investment (refer to section 6 ‘Your Investment may charge you fees’ below).
4. You are ultimately responsible for all applicable taxes and charges related to your investments, even if we have deducted and paid them on your behalf.

Fees for FX Orders (currency exchange)

5. Each currency exchange order is subject to a separate currency exchange fee (FX fee).
6. The FX fee is calculated as 1% of the amount being exchanged for your FX order.
7. We deduct our FX fees before the amount is exchanged. For example, if you enter $10, the amount we exchange will be $10 minus our FX fee.

Other ways we make money

We make money from interest on our customers’ money

8. Any money we receive from you (or a third party) into your Wallet may earn interest from the bank where it is deposited. You acknowledge that we retain any interest earned on the funds held in your Wallet by us (or our related or third-party sub-custodians) when using our Platform.

Sometimes we make money from third parties

9. Third parties may pay us a fee for various activities, including:
   • Making their investment opportunities accessible to our customers.
   • Referring our customers to use their services.
   • Providing services such as research and development, advertising, or facilitating employee share option schemes.
   • Offering advice on market behaviour and opportunities.

Our rights if you owe us money

10. If you owe us money, such as for failing to settle or pay an amount due for an order or trade, or any applicable fees, costs, or taxes (including cancellation fees, levies, or other expenses we may have incurred), we will inform you, either by displaying a negative balance in your Wallet or by sending you a payment request.
11. If your Wallet shows a negative balance, you must repay the amount owed to us immediately. Any funds added to or received into your Wallet will be used, in part or in full, to offset the negative balance.
12. If you owe us money, we may take reasonable steps to recover the outstanding amount (and offset any unpaid amount against any money we may owe you). These steps may include:
    • Using the funds in your Wallet held in a custodian account to pay us (this may include converting currency to the local currency at the applicable FX rate at that time, subject to our FX fees);
    • Selling (or otherwise managing) investments in your Portfolio, or instructing our third-party broker-dealers to sell (or otherwise manage) those investments;
    • Cancelling or suspending your access to our Platform and/or any of your orders without any liability to you;
    • Pursuing legal action or employing debt collection services, and charging you for any costs and expenses incurred in recovering the debt.

Your Investment may charge you fees

13. Some investments, such as Mutual Funds, charge recurring or one-off fees. These fees may be included in the unit price or charged separately. For example, a Mutual Fund may have a management fee that the fund manager deducts from the value of the assets in the fund. It is your responsibility to stay informed about the fees and expenses associated with your investment.

You need to pay tax on your Investments

14. We do not provide tax advice. You are responsible for understanding and fulfilling your tax obligations, and we accept no responsibility for any tax liabilities or obligations you may incur.
    • You should seek professional tax advice if you are unsure about your tax obligations.
    • We may deduct withholding tax from the income your investments generate and remit it to the IRD on your behalf.
    • If we withhold too much or too little tax, you may be entitled to a refund or have additional taxes to pay to the IRD.
    • If we need to recover additional tax from you for any reason, including under-withholding, you agree that this amount is owed to us.
    • In addition to any tax we have withheld and paid on your behalf, you may have other tax obligations related to investments you buy, sell, or hold through our Platform.

Platform principles

1. To the extent allowed by Applicable Law, you agree that
   • By using our Platform, you accept the risks associated with investing.
   • You are fully responsible for your investment decisions and any obligations related to your investments.
   • We are not liable for the performance of your investments.
   • You will adhere to the rules and best practices of broking, including the relevant Exchange Rules for any exchange where you buy or sell shares through our Platform, and you will not cause us to breach these rules by your actions or omissions.
2. You are responsible for all activity on your account. Each time you log in, you confirm that you are the beneficial owner of the account, or the sole trustee acting on behalf of the beneficial owner, and that no other party has any rights or claims over the investments in your account.
3. If an exchange or a member of our Support Team interacting with an exchange requires additional information about you, your account, or any order or trade, you must promptly provide the requested details, including the identity of anyone with access to your account.

Goodbye: Closing accounts

What happens when your Account is closed?

1. Whether you close your account or we close it, the following terms apply in addition to section 12 'Goodbye: Closing Accounts' in the General Terms:
   • We may, at our discretion, cancel or complete any incomplete orders.
   • If you haven't sold your investments, we may sell them at the prevailing market rate at the time of sale. Any proceeds from the sale (after deducting fees and applicable taxes) will be transferred to your Wallet.
   • If you hold INR in your Wallet, we may convert it to NZD at the current exchange rate, and currency exchange fees will apply.
   • You agree to pay any outstanding amounts owed to us, even after your account is closed.
   • After selling your remaining investments and converting foreign currency, we may transfer the balance in your Wallet (less fees, taxes, and any other amounts owed) to your bank account. To prevent financial crime, we may impose restrictions on which bank account we transfer the funds to, such as requiring it to be a local bank account in your name.
   • You authorise us to take these actions and to instruct our Support Team and relevant Investment Providers to act on your behalf as needed.

Dictionary

Certain capitalised words in these Invest Terms carry specific meanings. Any capitalised term used but not defined in the Invest Terms will have the meaning assigned to it in the General Terms, except as modified below.

Each stock exchange operates under strict market conduct rules to ensure fair, orderly, and transparent trading practices. As a user of Indus, you are required to comply with these rules when engaging in any transactions through our platform. Adhering to these guidelines helps maintain a level playing field for all investors and safeguards the integrity of the market. Failure to follow these rules can result in regulatory actions or restrictions on your trading activity. By using Indus, you agree to uphold these standards, ensuring fair and responsible participation in the markets.

Market manipulation

Market manipulation occurs when someone deliberately misleads (or attempts to mislead) the market by providing false information (information-based manipulation) or engaging in deceptive actions (transaction-based manipulation) that influence the behaviour of the share market.

By using the Platform, you agree to let the market set fair and transparent prices for investments and refrain from any actions that could manipulate it.

For more information on market manipulation, visit the FMA (Financial Markets Authority) website.

Insider trading

Insider trading involves buying or selling investments based on information that is not publicly available, which undermines the fairness of the share market. The market assumes that all traders have access to the same public information.

You agree not to engage in insider trading. If you possess information that is not public, it is illegal to act on it or encourage others to do so.

Learn more about insider trading on the FMA website.

Monitoring

We monitor all activity on the Platform to ensure the share market remains fair. We may reject or cancel certain orders and report any suspicious behaviour to the relevant regulatory authorities.