TERMS AND CONDITIONS

Website Terms of Use

These Terms and Conditions ("Terms") govern your access to and use of the website aaryaconsultants.com (the "Website") and any services, content, materials or features made available through the Website by Aarya Consultants, a company incorporated under the Companies Act, 2013, having its registered office at 73C, Shyama Prasad Mukherjee Road, Kolkata - 700026, India, and such other offices as may be notified from time to time (the "Company", "we", "us" or "our").

By accessing, browsing or using the Website, or by availing any of the services offered by the Company, you ("User", "you" or "your") acknowledge that you have read, understood and agree to be bound by these Terms, the Privacy Policy and the Disclaimer published on the Website. If you do not agree with any part of these Terms, you must immediately discontinue use of the Website.

These Terms constitute a legally binding agreement between you and the Company under the laws of India. The Company reserves the right to amend, modify or update these Terms at any time. Material changes will be indicated by updating the "Last Updated" date and, where appropriate, by notice on the Website. Continued use of the Website after any such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

1. Eligibility and Account Registration

1.1 The Website and the services offered by the Company are intended solely for persons who are competent to contract under the Indian Contract Act, 1872. By using the Website, you represent and warrant that:

you are at least 18 years of age;
you are of sound mind and are not disqualified from contracting under any law for the time being in force in India;
you are accessing the Website from within the territory of India or, if accessing from outside India, you are doing so in compliance with applicable local laws; and
all information provided by you is true, accurate, current and complete.

1.2 Certain features of the Website may require registration or creation of an account. You agree to provide accurate, complete and up-to-date information during registration and to update such information promptly. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify the Company immediately of any unauthorised use of your account or any other breach of security.

1.3 The Company reserves the right to refuse registration, suspend or terminate any account at its sole discretion, without notice, if it has reasonable grounds to believe that the User has violated these Terms, any applicable law, or any direction of a competent regulator (including SEBI, RBI or the Data Protection Board of India).

2. Nature of Services and Scope

2.1 The Company is engaged in the business of providing wealth management services, taxation advisory, compliance support, trust and estate formation, financial audits and related professional services, subject to applicable regulatory registrations and licences (including, where applicable, registrations with the Securities and Exchange Board of India ("SEBI"), the Institute of Chartered Accountants of India ("ICAI"), or other competent authorities).

2.2 The Website serves as a platform for dissemination of general information about the Company's services, educational content and, where applicable, for facilitating preliminary enquiries or engagement with the Company. Access to the Website does not, by itself, create any client-professional relationship, advisory engagement or fiduciary obligation between you and the Company.

2.3 Specific services are provided only pursuant to a separate written engagement letter, agreement or mandate executed between the Company and the client, setting out the scope, fees, responsibilities and other terms. Nothing on the Website constitutes an offer to provide services or a solicitation of engagement.

2.4 Where the Company is registered as an Investment Adviser under the SEBI (Investment Advisers) Regulations, 2013 (as amended), any investment advisory services will be provided strictly in accordance with those Regulations and the applicable Master Circulars and circulars issued by SEBI from time to time, including the requirement of a written investment advisory agreement incorporating the Most Important Terms and Conditions ("MITC") prescribed by SEBI. In particular:

the Company 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 Company 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 or fixed returns schemes are prohibited by law and shall not be offered;
fees charged shall be subject to the limits and conditions prescribed by SEBI / the relevant supervisory body from time to time; and
the Company does not execute trades on behalf of clients without the client's explicit consent for each transaction.

2.5 The Company shall display on the Website, in accordance with applicable SEBI requirements (where registered), its complete name as registered with SEBI, registration details, contact particulars of the Principal Officer, the Investor Charter for Investment Advisers, and data on investor complaints in the format and frequency prescribed by SEBI. Links to SEBI SCORES (https://scores.sebi.gov.in) and the Online Dispute Resolution portal (https://smartodr.in) shall be provided where applicable.

3. Use of the Website

3.1 You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the Website by, any third party. Prohibited conduct includes, without limitation:

transmitting or posting any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene or otherwise objectionable;
attempting to gain unauthorised access to any portion of the Website, other accounts, computer systems or networks connected to the Website;
interfering with or disrupting the Website or servers or networks connected to the Website;
using any robot, spider, scraper or other automated means to access the Website for any purpose without the Company's express written permission;
impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; and
collecting or storing personal data about other users without their express consent.

3.2 The Company reserves the right to investigate and take appropriate legal action against anyone who, in the Company's sole discretion, violates this provision, including without limitation reporting such user to law enforcement authorities and terminating or suspending such user's access to the Website.

4. Intellectual Property Rights

4.1 All content on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software and the compilation thereof (collectively, "Content"), is the exclusive property of the Company or its licensors and is protected by Indian and international copyright, trademark and other intellectual property laws.

4.2 You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and the Content solely for your personal, non-commercial use, subject to these Terms. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Content, except as expressly permitted herein or with the prior written consent of the Company.

4.3 The Company's name, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates. You may not use such marks without the prior written permission of the Company. SEBI logo shall not be used by the Company or any User.

5. User-Generated Content and Communications

5.1 If you submit, post or transmit any content, feedback, suggestions or other materials to the Company through the Website or otherwise ("User Content"), you grant the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content in any media.

5.2 You represent and warrant that you own or control all rights in and to the User Content and that the User Content does not violate these Terms or any applicable law. The Company has no obligation to monitor User Content but reserves the right to remove or disable access to any User Content at its sole discretion.

6. Third-Party Links and Services

6.1 The Website may contain links to third-party websites, applications or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

6.2 Your dealings with third parties found through the Website are solely between you and the third party. The Company does not endorse any third-party products or services.

7. Fees, Payments and Refunds

7.1 Certain services offered by the Company may be subject to fees as set out in the applicable engagement letter or fee schedule. All fees are exclusive of applicable taxes (including Goods and Services Tax) unless otherwise stated. Payment shall be made only through legitimate banking channels (bank transfer, UPI or such other modes as may be permitted); cash payments for investment advisory fees are not accepted.

7.2 Payment terms, including the mode and timeline of payment, shall be as specified in the relevant engagement documentation. The Company reserves the right to suspend or terminate services in the event of non-payment.

7.3 Refunds, if any, shall be governed by the terms of the specific engagement letter and, where applicable, by SEBI norms on advance fees and premature termination. In the absence of any specific provision, fees once paid are non-refundable, except where required by applicable law or where the Company, in its sole discretion, determines that a refund is appropriate.

8. Disclaimers of Warranties

8.1 THE WEBSITE AND ALL CONTENT, MATERIALS AND SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

8.2 THE COMPANY DOES NOT WARRANT THAT: (A) THE WEBSITE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE WEBSITE WILL MEET YOUR REQUIREMENTS.

8.3 Information on the Website is for general informational and educational purposes only and does not constitute professional advice of any kind. Users are advised to seek independent professional advice tailored to their specific circumstances before taking any action based on information obtained from the Website.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY CONTENT OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 WITHOUT PREJUDICE TO THE FOREGOING, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT OF FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) INDIAN RUPEES TEN THOUSAND (INR 10,000).

9.3 Nothing in these Terms shall exclude or limit the Company's liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable Indian law, including the Consumer Protection Act, 2019. In particular, the Company does not seek to exclude liability for deficiency in service to the extent such exclusion is prohibited under the Consumer Protection Act, 2019.

10. Indemnification

You agree to indemnify, defend and hold harmless the Company, its directors, officers, employees, agents, affiliates and licensors from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your access to or use of the Website; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; or (d) any claim that your User Content caused damage to a third party.

11. Governing Law and Dispute Resolution

11.1 These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

11.2 Subject to the provisions below, the courts at [City, e.g., Mumbai / New Delhi / Bengaluru], India, shall have exclusive jurisdiction over all disputes arising out of or in connection with these Terms or the Website.

11.3 In the event of any dispute, the parties shall first attempt to resolve the matter amicably through good-faith negotiations. If the dispute remains unresolved within thirty (30) days, either party may refer the dispute to arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or in the absence of agreement, appointed in accordance with the said Act. The seat of arbitration shall be [City], India, and the language of the arbitration shall be English. The award of the arbitrator shall be final and binding.

11.4 Where applicable under SEBI regulations, investors may also avail of the Online Dispute Resolution (ODR) mechanism available at https://smartodr.in or the SEBI Complaints Redress System (SCORES) available at https://scores.sebi.gov.in for grievances relating to investment advisory services.

12. Grievance Redressal

12.1 In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (as amended) and the Digital Personal Data Protection Act, 2023, the Company has designated a Grievance Officer. Any complaints or grievances relating to the Website, these Terms, or the processing of personal data may be addressed to:

Name: Aarya Gupta

Designation: Grievance Officer

Email: [email protected]

Postal Address: 73C, Shyama Prasad Mukherjee Road, Kolkata - 700026, India

12.2 The Grievance Officer shall acknowledge receipt of the complaint within twenty-four (24) hours (or such other period as may be prescribed) and endeavour to resolve the same within fifteen (15) days from the date of receipt for general grievances under the IT Rules, or within such period as may be prescribed under the Digital Personal Data Protection Act, 2023 and the Rules framed thereunder (presently referenced as up to ninety (90) days for data principal grievances).

12.3 If you are not satisfied with the response, you may escalate the matter to the Data Protection Board of India (for data protection grievances) or to SEBI SCORES / ODR (for investment advisory grievances), as applicable.

13. Termination and Suspension

13.1 The Company may, at its sole discretion, terminate or suspend your access to all or part of the Website, with or without notice, for any reason, including without limitation breach of these Terms, non-payment, or any direction or order of a competent court, tribunal or regulator.

13.2 Upon termination, your right to use the Website will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Miscellaneous

14.1 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

14.2 Waiver. No failure or delay by the Company in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorised representative of the Company.

14.3 Entire Agreement. These Terms, together with the Privacy Policy and Disclaimer, constitute the entire agreement between you and the Company regarding the use of the Website and supersede all prior or contemporaneous understandings and agreements.

14.4 Assignment. You may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign its rights and obligations under these Terms without restriction.

14.5 Force Majeure. The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, epidemic, strikes, shortages of transportation, facilities, fuel, energy, labour or materials, or any change in law, regulation or governmental or regulatory action.

14.6 Electronic Records. You agree that all agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing, in accordance with the Information Technology Act, 2000.

14.7 Language. These Terms are published in the English language. In the event of any translation, the English version shall prevail in case of any conflict.

14.8 Notices. All notices under these Terms shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered post, or by email (with confirmation of receipt) to the addresses set out herein or such other address as either party may notify.

14.9 Regulatory Changes. The Company may modify these Terms, the Website or its services as required to comply with any change in law, regulation, circular, notification or direction issued by SEBI, RBI, MeitY, the Data Protection Board of India or any other competent authority.

15. Contact Information

For any questions regarding these Terms, please contact:

Aarya Consultants

Registered Office: 73C, Shyama Prasad Mukherjee Road, Kolkata - 700026, India