Terms of Use for Niwish’s Online Gold and Silver Store

1. Understanding Terms for Buying Digital Gold Online

Welcome to www.digismartassets.com

Please read the following terms and conditions before registering on, accessing or using [www.digismartassets.com] ( Website) or mobile application (App) or any similar platform (here in after collectively called the Platform). For the purpose of these Terms of Use (Terms), wherever the context so requires, “You”, “Your” and “Customer(s)” will mean any natural or legal person who has agreed to avail a service on the Platform by visiting or accessing the Platform(s) and “We” / “Us” / “Our” and “Digi Smart” will mean Digi Smart Assets Private Limited, a company incorporated under the Companies Act, 2013 having its office at C / 2011, WorkLab Co, 302-303 A, Kumar Plaza, 3rd Floor, CTS No. 6489, Near Kalina Masjid, Kalina Kurla Road, Santacruz East, Mumbai - 400029 and / or our Affiliates.

The Platform(s) are owned and operated by Digi Smart.

By using and / or accessing the Platform(s), You accept these Terms and enter into a binding contract with Digi Smart. If You do not want to be bound by these Terms, You must not access and / or use the Platform in any manner whatsoever.

Digi Smart reserves the right to alter, change, modify, add or remove portions in whole or in part, these Terms at any time. Such changes shall be effective when posted on the Platform. Not with standing anything to the contrary, Customer will be responsible for regularly reviewing the Terms, including amendments there to as may be posted on the Platform and will be deemed to have accepted the amended Terms by continuing the use of Platform(s).

By downloading Our App from Google Play Store or Apple App Store (once available), You will be subject to Google Play Terms of Service or Apple App Store Terms of Service, respectively. If there is any conflict between Google Play Store Terms of Service or Apple App Store Terms of Service and these Terms for Use with respect to a Customers use of the android and / or iOS mobile platform application, then, these Terms will prevail.

3. ELECTRONIC RECORD

• This document is an electronic record in terms of the Information Technology Act, 2000 and rules the reunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
• This document is published in accordance with the provisions of rule 3 of the Information Technology (Intermediaries Guidelines) Rules, 2011 that requires publishing the rules and regulations, privacy policy and terms of use for access or usage of the Platform.

4. ELIGIBILITY

Accessibility of our Services is limited only to those who are eligible to enter into a contract of this nature by laws applicable in their competent jurisdiction. With this understanding, You specifically agree that You are at least 18 years of age and You are competent under law to enter into a legally binding and enforceable contract.

5. REGISTRATION, KYC AND ACCOUNT

• To enable Your access and use of the Services, You are required to register on the Platforms by providing certain information which will be verified with a one-time password sent to Your mobile number and / or e-mail address.
• You shall be responsible for the correctness of information provided to Digi Smart from time to time. In the event there is an error in the information furnished by You or change in the existing information, You shall immediately provide correct / updated information.
• Digi Smart be entitled to collect and store relevant information and documents as provided by the Customer on the Platform for KYC purposes. Digi Smart reserves the right to seek additional information and documents for fulfilling the KYC requirements. Please refer to the section [KYC] for further details.
• Upon successful registration on the Platforms and completion of KYC, a Customer Account will be created which will be utilized solely to avail the Services, and is not to be utilized for any other non-permitted purposes.

6. KNOW YOUR CUSTOMER(KYC) AND VERIFICATION

• Prior to placing an order, You may be required to provide certain KYC documentation and other information as may be required by DSA in such form and manner as it may deem fit.This information may be requested from you at the time of registration, or at a later stage.
• Once such documentation and other information is provided by You, You shall be entitled to place an order on the Platform (“Customer Order”).
• You agree that Your continued use of the Platform, consequent upon the creation of the Metal Account, is subject to verification by DSA of the information and documentation provided by You. You here by grant DSA permission to conduct such verification, in such form and manner as it may deem fit.
• You further acknowledge that DSA reserves the right for such verification either on registration of the Metal Account or at any time there after. You here by authorise DSA to engage with any third-party service provider for verification of your KYC documentation to ascertain your eligibility. Any processing undertaken by DSA to process KYC documents shall be in accordance with its privacy policy and these Terms. It is hereby clarified that as far as the permission to access the KYC documents by a third-party service provider is concerned, the same shall be governed by the privacy policy of such third-party service provider.

7. CREATION OF METAL ACCOUNT AND REGISTRATION OBLIGATIONS

• Before availing the Services, the Customer shall complete registration process as may be prescribed from time to time. The Customer shall follow the instructions given in the Platform for opening a Metal Account. DSA shall be entitled to collect and store relevant information and documents provided by the Customer to the Platform for KYC purposes. As and when required by DSA, the Customer will be required to provide additional documents for fulfilling the KYC requirements. You authorize DSA to make such enquiries as may be necessary to satisfy about the validity of your identity. You shall be responsible for the correctness of information provided to DSA. If You have reasons to believe that there is an error in the information furnished by You, You shall immediately provide correct / updated information.
• DSA reserves the right to terminate any Metal Account, with or without notice to You, in the event the KYC documents / information are found to be incorrect or authenticity of the documents / information is found to be doubtful. You here by undertake to indemnify and keep indemnified DSA against any and all losses, claims, liabilities costs etc. which arise out of or relating to Your failure to identify Yourself and validate Your account promptly and / or due to incorrect KYC documents / information.
• Currently, no charges are applicable for storage of physical metal with Vault Keeper.

8. PRODUCTS AND SERVICES

Following products are offered on Platform:

1. Purchase of Metal in digital form
2. Sale of Metal in digital form
3. Outright purchase / Redemption into physical Metal
4. Transfer / Gifting of Metal holding

(Collectively “Products”) Additional Terms applicable to each of the Products are covered as Schedule to these Terms.

• Apart from sale and purchase of Products, We also provide safe keeping / vaulting and delivery / fulfilment / redemption of Metals and related services there to the Customers, on or through the Platform (“Services”).
• The Products are offered by Us under the brand name “Digi Smart”. We may utilise any external third parties such as payment gateway service providers, minting partners, logistics partners, vaulting partners, etc.
• Such third parties assume no liability for the Services except for providing services to Us.
• Customers are advised to read and understand these Terms and relevant Special Terms, carefully before using the Services or availing the Products.
• DSA does not guarantee any returns, on any transactions consummated vis-à-vis the Platform, to any Person, either directly or indirectly and the returns, if any are linked to the underlying Metal.
• We do not provide any legal, financial or tax advice. You will be solely responsible for undertaking appropriate and effective due diligence and related analysis before availing Products and Services.
• Save and except as expressly provided, We, our officers, directors, employees, agents and Affiliates have no liability relating to Products and Services offered on the the Platform.
• The Services by DSA shall be provided for a term commencing from the date of creation of the Metal Account.
• You understand and acknowledge that the Services are being provided and made available on an “AS IS” and “AS AVAILABLE” basis. The Platform may contain errors or inaccuracies that could cause failures, corruption or loss of data and / or information from Your device and / or any device used by You to connect to the Platform as well as from peripherals (including, without limitation, servers and computers) connected to any of the above-mentioned devices. You assume all risks and costs associated with Your use of the Services and the Platform, including without limitation, any costs incurred for the use of Your device and any damage to any equipment, software or data.
• You confirm that you are not registered under the Goods and Services Tax Act, 2017 and that if, in the course of your relationship with DSA, you become registered under the Goods and Services Tax Act, 2017, you shall inform DSA of your change in status immediately, and provide any relevant information and documents, as may be requested.
• DSA, at any time and at its sole discretion, may change the specifications of any functionality / feature utilized by individuals on the Platform. DSA will not be liable for any inconvenience caused due to such changes in or discontinuation of any functionality / feature.

9. REWARD PROGRAMS

• DSA reserves the right to start offering, pause, terminate and / or discontinue any Reward Program which may be offered via the Platform. Every Customer will be bound by the terms and conditions for each Reward Program and such programs will be subject to these Terms.
• Only natural Persons above the age of 18, being an Indian resident and of sound mind (unless the specific Reward Program rules or other promotional materials or announcements specify a different geographic region), are eligible to participate in any Reward Program and claim rewards under it. Each natural Person will be eligible to claim a reward via any functionality / feature being offered by DSA only once. Unless otherwise stated, an individual may not win more than one reward per Promotion and we reserve the right to with hold or reclaim any subsequent reward. Any Person, found claiming rewards per Promotion more than once on the Platform in breach of the terms of the Reward Program and these Terms, either in his / her sole capacity or in consortium with others, for such instances, DSA will immediately suspend any activity on the Metal Accounts (where created by the individuals) and take legal action against such erring individuals, as may be available to DSA under law. Any individual using multiple accounts to claim multiple Promotions and rewards will lose their right to participate in the said Reward Program or any future Reward Program that DSA may offer to its Customers or potential patrons.
• DSA will not be held liable, monetarily or otherwise, where it decides to suspend, withdraw or discontinue any Reward Program.
• An individual who is prohibited by law to hold or purchase any asset, including any Metal will not be entitled to participate in any Reward Program or receive any reward under it.
• DSA has the right to ask Customers and individuals for additional KYC information, such as a PAN / Aadhar number before processing any reward under a Reward Program.
• The Customers and / or individuals participating in any Reward Program agrees to indemnify, defend and hold DSA and its representatives and agents harmless from and against any and all third-party claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to any breach by the Customer and / or any individual of any of the Reward Program terms and conditions, these Terms or any violation by them of any applicable law.
• Except for any fraud by DSA proven in a court of law, by participating in any Reward Program, Customers and / or individuals release DSA, its parent company, subsidiaries, affiliates, suppliers, advertising and Promotions agencies and their respective directors, officers, employees, and agents (collectively, “Released Parties”) from any and all liability for any loss, harm, damages, cost or expense, including, without limitation, property damages, personal injury and / or death, arising out of or in any way connected to the Reward Programs or the use of any rewards claimed.
• In the event of any dispute, between DSA and any individual who has participated in any Reward Program, relating to any Reward Program terms and conditions, the decisions made by DSA shall be final and binding on the participant.

10. INTERMEDIARIES AND SAFE KEEPING ARRANGEMENT

Appointment of Intermediaries

• DSA and / or the Security Trustee, once appointed may from time to time appoint intermediaries who shall assist DSA in providing the Services to You (“Intermediaries”). The term, “Intermediaries” shall mean the Security Trustee (once appointed), Vault Keeper and shall include any and all Persons appointed by DSA or the Security Trustee (as the case may be) upon placement of a Customer order (and successful payment of monies in lieu thereof) till the consummation of the Customer Requests placed by You in accordance with these Terms. You hereby consent to the appointment of such Intermediaries, for and on Your behalf, by DSA or the Security Trustee (as the case may be).
• You acknowledge and understand that these Intermediaries have been appointed to ensure that Your Customer orders / Customer Requests are duly complied with in accordance with these Terms. You additionally acknowledge that certain payments will have to be made to these Intermediaries for their appointment and services in relation thereto, which shall be borne by DSA on Your behalf unless otherwise indicated in these Terms.

Safe Keeping / Vaulting of Metal

• Metal purchased by You corresponding to the Customer Order shall be stored with a custodian in a vault on Your behalf (“Vault Keeper”).
• The Metal stored shall be in the form of 24 Karat Gold bars, fine Silver bars and Platinum bars as the case may be, i.e., at a minimum, equivalent to 99.50 % purity for any of the Metals. The total amount of Metal stored shall be based on calculation of 24 Karat gold bars, 999 Fine Silver and Platinum bars corresponding to the Customer Order, and the bars stored may be in purities of 99.95 % , 99.9 % or 99.9% or other terms.
• Illustration: if a Customer purchases 1 gm of 99.9% pure gold, at least 1.005 gms of 99.5 % purity gold will be stored for that Customer in the vault.
• While the Vault Keeper has taken the necessary insurance policy / ies, in case of occurrence of an event not covered in such insurance policy / ies, the Customer Metal may be at risk. The insurance policy / ies obtained by the Vault Keeper are in line with the global industry practices and cover losses due to fire, lightning, theft, cyclone, earthquake, flood, etc.but do not cover losses due to events such as war, revolution, derelict weapons of war, nuclear radiation, etc.

11. FORCE MAJEURE

If performance under these Terms is prevented, restricted, delayed or interfered with by reason of beyond Our reasonable control including labour disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, Trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or failure of any device used to access the Platform, or any other act whatsoever, whether similar or dissimilar to those referred to in this section, then We will be discharged from such performance to the extent of and during the period of such Force Majeure Event.Such non - performance by DSA shall, in no manner whosoever, amount to a breach of its obligations herein.

12. TERMINATION OF SERVICES BY DSA

DSA, in its sole discretion, may modify, suspend, or terminate access to, all or any portion of the Platform, or Your ability to access any Product or Services through the Platform at any time for any reason including termination for breach of any of these Terms or the Privacy Policy. These Terms shall further stand terminated:

• If DSA is adjudged bankrupt or declared insolvent;
• If DSA ceases to carry on its business;
• Upon any corporate action (excluding any third-party corporate action), legal proceedings or other procedures or steps being taken in relation to the suspension of payments, winding up, dissolution, administration, provisional supervision or reorganization or restructuring (by way of voluntary arrangement, scheme of arrangement or otherwise);
• Upon DSA commencing a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar applicable law now or hereafter in effect, or consenting to the entry of an order for relief in an involuntary proceeding under any such applicable law, or consenting to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for the whole or a substantial part of its property or takes any action towards its re-organization, liquidation or dissolution;
• Upon an order being made for the winding up, bankruptcy or dissolution of DSA, or an application is admitted for initiating any corporate insolvency resolution process against DSA in accordance with Applicable Law;
• Upon any encumbrancer lawfully taking possession, or a liquidator, judicial custodian, receiver, administrative receiver or trustee or any analogous officer having been appointed in respect of the whole or a substantial part of the property of DSA, or an attachment, sequestration, distress or execution (or analogous process) being levied or enforced upon or issued against whole or a substantial part of the assets or property of DSA, or any action has been taken or suffered against DSA towards liquidation or dissolution or similar reorganization; or
• Upon a liquidator or provisional liquidator being appointed to DSA or a receiver, receiver and manager, trustee or similar official being appointed in respect of DSA or any of its assets, or an event analogous.
• Upon the happening of any of the events referred to in Section “Termination of Services by DSA”, and where there is any insufficiency of DSA funds required to pay any costs and expenses to be incurred in relation to providing delivery of Your Customer Metal to You, then in such an event You do hereby authorise the Security Trustee, once appointed to sell any part of the Customer Metal, that is necessary or required to defray such costs and expenses.
• Pursuant to the Security Trustee Agreements, once signed, DSA shall create a charge by way of hypothecation in favour of the Security Trustee for the benefit of the Customers over: (a) the monies lying in the Collection Account or Escrow account from time to time; and (b) Metal purchased by DSA from time to time and lying with the Vault Keeper or in transit and, which is the property of DSA; (collectively “Security”). Upon the occurrence of any of the events detailed in Section “Termination of Services by DSA, the Security Trustee under the Security Trustee Agreements is to: (i) declare all outstanding amounts as due and payable to the Security Trustee forthwith; and (ii) take charge and / or possession of, seize, recover, receive and remove the Security and use the same to discharge any liability of DSA to the Customers. You however expressly understand and acknowledge that any enforcement of the Security would always be subject to and undertaken in accordance with the provisions of Applicable Law and therefore:
• It is not possible to accurately predict the time required to make any such distribution; and / or
• The amount received by You from such distribution may not be sufficient to completely extinguish DSA’s liability to You; and consequently, no liability shall accrue to the Security Trustee in relation to the above.

13. CONSEQUENCES OF TERMINATION OF SERVICES BY DSA

Upon such termination for any reason whatsoever, subject to these Terms read with the Security Trustee Agreements:

• Amounts for Metal holdings may be sold and cash in pursuance thereto will be sent directly to Your bank account, after deducting all the requisite charges relating to appointment of Intermediaries (including but not limited to charges due and payable to Intermediaries and any other out of pocket expenses, custody charges, minting and delivery charges) (“Charges”).
• DSA reserves the right to terminate your access due to breach of Terms or illegality, fraud etc. without any prior notice, and the Metal Account may be immediately deactivated or deleted and all related information and / or bar any further access to the Metal Account, the Platform or the Services. Further, You agree that DSA shall not be liable for any discontinuation or termination of Services by any third party.
• None of Your content shall remain accessible on the Platform upon termination. This information cannot be recovered by You, once the account is terminated.
• The disclaimer of warranties, the limitation of liability, and the governing law provisions shall survive any termination of these Terms.

14. CUSTOMER'S OBLIGATIONS

• You will be responsible for maintaining the confidentiality of the Metal Account Information, and shall be fully responsible for all activities that occur under the Metal Account. You agree to immediately notify DSA of any unauthorised use of the Metal Account Information or any other breach of security. DSA cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. You may be held liable for losses incurred by DSA or any user or visitor of the Platform due to authorised or unauthorised use of the Metal Account, as a result of your failure in keeping the Metal Account Information confidential.
• You shall ensure that the Metal Account Information provided by You in the registration form is complete, accurate and up-to-date. Use of another Customer’s account information for availing of any of the Services and / or for use of the Platform is expressly prohibited.
• You agree that if You provide any information that is untrue, inaccurate, not current or incomplete, (or becomes untrue, inaccurate, not current or incomplete) or if DSA has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with these Terms, DSA shall have the right to indefinitely suspend or terminate or block access to the Metal Account on the Digi Smart Platform and refuse to provide You with access to the Platform.

15. USE OF THE PLATFORM AND SERVICES

• You acknowledge that the Services are for Your personal use and agree not to publish the Metal prices or descriptions of Metal and / or any other information displayed on the Platform (in lieu of Your access to the Platform) on any other medium. You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, Transfer, or sell any information, software, products or services obtained from the Services.
• Subject to these Terms and the Privacy Policy, You hereby grant to DSA a non-exclusive, worldwide, royalty-free right to (a) collect, store and transmit Your data, in each case solely to the extent necessary to provide the Services to You, and (b) share Your data or interact with other people, to distribute and publicly perform and display Your data as You direct or enable through the Services. You will provide Your consent to DSA as may be required under applicable law for the use and / or sharing of any data generated by You when purchasing Metal or otherwise using the Platform for any services related to the purchasing of the Metal in such manner as DSA may stipulate in this regard. DSA may share Your data with the Security Trustee, as required, to fulfil their obligations as a Security Trustee. Your data will continue to be governed by confidentiality obligations. It is hereby clarified that DSA would be the owner of any data generated by You when purchasing the Metal on the Platform.
• You represent and warrant that: (i) You have obtained all necessary consents and permissions to provide all Your data to DSA and to grant the rights granted to DSA in these Terms and (ii) Your data and its Transfer to and use by DSA as authorized by You under these Terms do not violate any laws or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.Other than its security obligations under these Terms and the Privacy Policy, DSA assume no responsibility or liability for Your data, and You shall be solely responsible for Your data and the consequences of using, disclosing, storing, or transmitting it.
• DSA shall not be held liable for any loss of data, technical or otherwise, information, or for particulars supplied by You, due to the reasons beyond its control like corruption of data or delay or failure to perform as a result of a Force Majeure Event.
• DSA shall have the sole discretion to determine the locations and pin codes it may want to serve.
• The provision of Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. DSA strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages. DSA is not liable for any disruption or loss You may suffer as a result.
• DSA may discontinue some or all of the Services, including certain features and the support for certain devices and / or operating system versions, at any time.

16. FRAUDULENT TRANSACTIONS

• The Customer should take care to not share their mobile wallet details, mobile handset, personal UPI pin or OTP (“Payment Information”) with any third party intentionally or unintentionally. The Company never solicits Payment Information over a call or otherwise. The Company / Platform / third party services / Payment Gateway partners shall not be liable for any fraud due to the sharing of such details.
• In the event that an individual’s Payment Information or Payment Instrument is fraudulently utilised to transact on the Platform (“Fraudulent Transaction”), then the Company may share relevant information of such transaction if the victim approaches the Company via proper channels including DSA’s Customer support number and email (info @digismartassets.com), along with supporting documentation from the relevant public authority or Cyber Cell.
• In the event that DSA has flagged any transaction or Customer account as suspicious as per their internal guidelines, or where it is found that a Customer has utilised Payment Information or a Payment Instrument in an unauthorised or fraudulent manner to purchase Metal or undertake any other transaction on the Platform (“Fraudulent User”), DSA shall be entitled to:
• Request further KYC information or other documentation from the User to verify the flagged transaction;
• Pending further verification, block such Fraudulent User, and / or freeze any accounts associated with them;
• Reverse any such Fraudulent Transaction, to the extent possible, including the sale of any Metal purchased by such Fraudulent User, at the prevailing rate;
• Provide information on such Fraudulent User, along with any other transaction details, to the relevant authorities.
• In the event of a Fraudulent Transaction, DSA shall make a reasonable effort to assist the victim in recovering their funds, subject to supporting evidence and documentation being provided upon request. DSA shall be entitled to Transfer the victim’s funds, less any Payment Gateway charges that are not refunded by third party payment service provider or bank.
• However, it is clarified that DSA shall not be obligated to reverse any transaction where the Fraudulent User has already sold the Metal purchased through the Fraudulent Transaction, and received the funds against such sale; or where the Fraudulent User has chosen to take delivery of the Metal so purchased.In this event, DSA shall, to the best of its ability, provide any information on the Fraudulent User, including the bank account to which funds have been settled, or the physical address to which the Metal has been delivered, to the victim or the relevant authorities.

17. SUSPENSION / CLOSURE OF METAL ACCOUNT

• DSA may, at its discretion, suspend Metal Account of Customers, if there appears to be a fraudulent or suspicious activity in the account.If DSA is of the opinion that You are involved in any unlawful activity or the Metal Account is used for any unlawful purpose, DSA shall have the right to take all actions available to it, including black-listing or blocking You from using the Services on its Platform or blocking Your access to the Services through the Platform or intimating the relevant authorities of such unlawful activities.
• DSA shall not be held liable / responsible, in any manner whatsoever, for any loss / liability arising out of or relating to any technical failure / issue in Platform and / or acts / omission not attributable to it.
• You shall inform immediately, in any case no later than 2 (two) days of the transaction, of any irregularities or discrepancies that may exist in Your Metal Account, failing which it shall be deemed that there is no error or discrepancy in the account. All records maintained by DSA, in electronic or documentary form of the instructions of the Customer and such other details (including, but not limited to payments made or received) pursuant to the Terms, shall as against the Customer, be deemed to be conclusive evidence of such instructions.

18. FEES

• You hereby agree that You will be liable for all relevant fees and charges associated with the use of the Platform, availing Products and Services. Further, details of the fees payable (including, but not limited to the terms pertaining to such fees and the quantum thereof), have been set out at www.digismartassets.com. Please note that the fees and charges may be revised from time to time and it would be Your responsibility to view the Platform to check the then current fees and charges payable.
• It is hereby clarified that fees and charges, once paid, are non-refundable.
• All payments made for the use of the Platform and / or purchase of Customer Metal by You shall be compulsorily in Indian Rupees.
• While availing any of the payment method's available on the Platform for availing the Services, DSA shall not be responsible for or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to You due to:
• Lack of authorization for any transactions, or
• Exceeding the pre-set limit mutually agreed by You and between banks and / or other institutions used by you in making payment, or
• Any payment issues arising out of the transaction, or
• Rejection of transaction for any other reason(s) whatsoever.
• DSA may temporarily / permanently suspend / terminate the Metal Account or refuse access in case of non-payment of fees due by You. Without limitation to the other rights and remedies available to DSA, it also reserves the right to take legal action for the same.

19. NO ADVICE OR SOLICITATION

• We do not give any financial, tax or legal advice. You represent and warrant to DSA that you have sufficient experience and knowledge to make informed decisions to purchase / sell Metals. You acknowledge that you have not relied on any information made available by Us and that We are not making any recommendation or solicitation with respect to such purchases / sale back of Metal.
• You acknowledge that DSA is not providing / dealing in / offering any investment product and does not offer any guaranteed / assured returns. You further acknowledge that value of Metal may vary depending on various factors and forces outside of DSA’s control.

20. ABSENCE OF RELATIONSHIP

No relationship other than seller-purchaser, including, without limitation, any agent-principal relationship, any advisor-advisee relationship, any employee-employer relationship, any franchisee-franchisor relationship, any joint venture relationship or any partnership relationship, exists between you and DSA.

21. ELECTRONIC ORDER RISKS

Commercial internet service providers are not 100 % reliable and a failure by one or more of these providers may affect internet-based order entry. Electronic transmission also has inherent risks. You acknowledge that the order entry system is an electronic mechanical system and as such may be subject to failure beyond Our control. Therefore, We will not be responsible for errors, negligence, inability to execute orders, delays in transmission, risk related to electronic transmission, delivery or execution of order due to breakdown or failure of transmission or communication facilities (including in any device used to connect to the Platform), or to any other cause beyond Our control or anticipation.

22. FEEDBACK

• The Platform may allow You to post Your review and experience of using the Platform ("Reviews") in order to improve the Platform and the user experience.
• You, being the originator of the Reviews, are responsible for the Reviews that You upload, post, publish, transmit or otherwise makes available on the Platform. You represent that all such Reviews will be in accordance with applicable law. You acknowledge that DSA does not endorse any Reviews on the Platform and is not responsible or liable for any Reviews. DSA reserves the right to disable access to the Reviews on the Platform.
• You hereby grant DSA a perpetual, non-revocable, worldwide, royalty-free and sub-licensable right and license to use, copy, distribute, display, publish, transmit, make available, reproduce, modify, adapt the Reviews in any manner as deemed appropriate by DSA in any form including but not limited to print, broadcast, online and across any and all websites and platforms owned by DSA.
• You further represent and warrant that while posting any Reviews on the Platform You shall not use any offensive, libellous, derogatory, hateful or racially or ethnically objectionable language. Further, You shall not post any content on any part of the Platform that is obscene, pornographic, constitutes an “indecent representation of women” as provided in the Indecent Representation of Women (Prohibition) Act, 1986. In case of violation, We reserve the right to appropriately alter / modify / delete the said Review.

23. CONFIDENTIALITY

As elaborated under the Privacy Policy, DSA will keep all confidential information confidential, including Your personal information, and shall not disclose it to anyone except as required by law, under judicial, quasi judicial order, regulatory directive or orders of administrative bodies and shall ensure that such confidential information is protected with security measures and a degree of care that it would apply to its own confidential information. DSA acknowledges that its employees, directors, agents and contractors shall use the confidential information only for the intended purpose for which it is provided. DSA shall use all reasonable endeavours to ensure that its employees, directors, agents, partners and contractors acknowledge and comply with the provisions of these Terms of confidentiality as if such Person was subject to these Terms of confidentiality. Customer’s information, including personal data, may be transferred to and maintained on computers located outside of Your state, province, or jurisdictions outside of India, where the data protection laws may differ than those from Your jurisdiction.

24. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

• We, solely and exclusively own copyrights, trademarks, service marks, logos, trade names, and other intellectual and proprietary rights associated with the Products and Services and displayed on / accessed on the Platform and is protected under Indian law.
• You hereby acknowledge that the Services constitute original works and have been developed, compiled, prepared, revised, selected, and arranged by Us through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes our valuable intellectual property. You thereby agree to protect the proprietary rights of DSA during and after the term of these Terms. You may not selectively download portions of the Platform without retaining the copyright notices. You may download material from the Platform only for the purpose intended by these Terms.
• Any infringement shall lead to appropriate legal proceedings against You at appropriate forum for seeking all available remedies under applicable laws.

25. LINKS TO / FROM THIRD-PARTIES WEBSITES/APPLICATIONS

The Platform may contain links and interactive functionality interacting with the websites of third parties. We are not responsible for and does not have any liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such websites. Before enabling any sharing functions to communicate with any such website or otherwise visiting any such website, DSA strongly recommends that You review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website.

26. INDEMNIFICATION

You hereby indemnify and keep Us, our Affiliates and each of our employees, directors, agents, vendors indemnified from and against all actions, claims, demands, proceedings, losses, damages, costs, charges and expenses (including legal expenses), directly or indirectly, whatsoever (“Losses”) which DSA and / or its employees, agents, workers or representative may at any time incur, sustain, suffer or be put to as a consequence of or by reason of or arising out of: (i) these Terms, the usage of the Platform and / or any device used by the Customer to access the Platform; (ii) use services provided by our third party service providers (iii) by reason of DSA acting in good faith and taking or refusing to take or omitting to take action on the Customer's instructions, and in particular arising directly or indirectly out of the negligence, mistake or misconduct of the Customer; (iv) breach or non-compliance of the Terms and relating to the Metal Account; and / or (v) fraud, negligence, misconduct or dishonesty relating to any transaction by the Customer.

27. DISCLAIMER OF WARRANTIES

All information, content, materials and services included on or otherwise made available to you through the Platform (collectively, the "Contents") are provided by Us on an "as is" "as available" basis, without representations or warranties of any kind. We make no representations or warranties of any kind, express or implied, as to the operation of the Platform, the accuracy or completeness of the contents and the accuracy of the information. DSA shall have no responsibility for any damage to your computer system or loss of data that results from the download of any content, materials, document or information or any other losses incurred by you for use of the Platform. You expressly agree that the use of the Platform is at your sole risk. DSA will not be liable for any damages of any kind arising from the use of the Platform or the Services or the contents including, without limitation, direct, indirect, consequential, punitive, and consequential damages, unless otherwise specified in writing. To the full extent permitted by law, DSA disclaims any and all representations and warranties with respect to the Platform (or any part thereof) and its contents, whether express or implied, including, without limitation, warranties of title, merchantability, and fitness for a particular purpose or use.

28. LIMITATION OF LIABILITY

You hereby acknowledge that We (including but not limited to its, directors, employees, agents, partners or Affiliates) will not be held liable to You for any special, consequential, incidental, and exemplary or punitive damages, or loss of profit or revenues. DSA shall also not be liable under any circumstances for damages arising out or related in any way to Your inability to access, or Your difficulty in accessing the Platform to avail of any Services, any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party, any loss of Your data, any claim relating to Your data or content from the Services and / or Your failure to keep the Metal Account Information secure and confidential. You further agree that DSA shall not be held responsible in any manner whatsoever for any and all acts or omissions of any Intermediaries or any other third party whosoever including (but not limited to) any Person whose device has been used by You to access the Platform and / or any Person appointed / nominated for the purposes of accepting / collecting any payments from You for the purchase of Metals.

29. GRIEVANCE REDRESSAL MECHANISM

• The contact details of Grievance Officer for the purposes of any grievance: E-mail ID: greivance @digismartassets.com
• Address: C / 2011, WorkLab Co, 302-303 A, Kumar Plaza, 3rd Floor, CTS No. 6489, Near Kalina Masjid, Kalina Kurla Road, Santacruz East, Mumbai - 400029

30. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and interpreted and construed in accordance with the laws of India. The courts of Mumbai shall have exclusive jurisdiction over any disputes arising under these Terms. In the event of any dispute arising out of these Terms the same shall be settled by a binding arbitration conducted by a sole arbitrator, appointed jointly by both parties and governed by the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Mumbai, Maharashtra, India.

31. AMENDMENTS, ACCEPTANCE OF TERMS

• DSA reserve the right, to change, modify, add or remove portions of these Terms at any time.Such changes shall be posted on the Platform and shall be notified to the Customer prior to making such changes. Not with standing anything to the contrary, Customer shall be responsible for regularly reviewing the Terms, including amendments thereto as may be posted on the Platform and shall be deemed to have accepted the amended Terms by continuing the use of Platform. In case the amendments are not acceptable, You may choose to terminate and close your Metal Account.
• Accessing, browsing or otherwise using the Platform indicates Your agreement to all the terms and conditions under these Terms. You are advised to read these Terms carefully before proceeding. By impliedly or expressly accepting these Terms, You also accept and agree to be bound by all policies, including but not limited to DSA’s privacy policy (“Privacy Policy”), Product Policy and Operational Guidelines (“Product Policy"), Refund and Cancellation Policy (“Refund Policy”), as amended from time to time. You can view and read DSA’s policies at www.digismartassets.com.
• You may not use the Digi Smart Platform or avail yourself of the Services if You do not accept the Terms or are unable to be bound by the Terms. As a condition of Your access to and use of the Platform or the provision of any Services to You using the Platform, You agree that You will comply with all applicable laws and regulations when using the Platform. If DSA is of the opinion that the Metal Account is being used by You for any unlawful purpose, DSA shall have the right to take all actions available to it, including black-listing or blocking You from using the Services through the Platform or intimating the relevant authorities of such unlawful activities.

SCHEDULE TO TERMS

i. PURCHASE OF METAL IN DIGITAL FORM

• You can offer to buy Metals worth Rs 10.00(Rupee Ten Only) and above incremental value thereof at the market linked prices of Metal shown on the Platform. Market linked prices means that these quotes are linked to the prices of Metal in the commercial bullion market in India.
• It is hereby clarified that such market linked prices of Metal shall constitute fully binding offers and would be an invitation to offer to purchase Metal at the said market prices to all Customers. Not with standing the foregoing, You understand that these prices may vary multiple times within a day, and accordingly Your payment obligations for any order will depend on the market linked prices then prevailing. While reasonable efforts will be made to offer You a competitive price for the Customer Metal, there is no guarantee that the price offered to You will be close to or comparable with other prices available in the market.
• Payment will be accepted through the payment options made available on the Platform, which may include redirection to a Payment Gateway hosted by other third-party website or Platform, including by DSA. At the time of purchase, redemption, sale-back, or gift, of Metal, applicable taxes and making charges will apply. It is hereby clarified that once a Customer Order is placed, You are not entitled to cancel a Customer Order, provided however that a Customer Order shall stand cancelled if the payment fails for any reason whatsoever.
• DSA reserves the right to cancel a Customer Order, at its sole discretion, if Your information, provided prior to placing the Customer Order, is not acceptable to Us, We are of the opinion that You are not eligible to purchase Metal or if we have reasons to believe that a fraudulent transaction is conducted.The Metal Account shall accordingly stand amended. DSA shall have the right to freeze the Metal Account until it receives KYC and other documentation in a form and manner satisfactory it.
• Once the payments are received by DSA and the KYC information, if requested, is found acceptable, DSA shall issue an invoice to You confirming the Customer Order placed within a period of 2 (Two) business days of placing such order, in a manner it may deem fit.
• Not with standing anything to the contrary contained in these Terms, DSA shall be entitled to accept or reject a Customer, for any reason whatsoever, at its sole discretion.
• In case of rejection of a Customer Order in accordance with these Terms, where payments have been received by DSA, such payments shall be returned to You to the same mode used to make the original payment, subject to the terms and conditions indicated on the Platform.
• Due to reasons not directly attributable to DSA, data / live prices may be inaccurately displayed on the Platform due to some system errors on the Platform or any device used to access the Platform. DSA reserves the right to correct any and all errors when they do occur, at its sole discretion, and DSA shall be entitled to not honour or reverse any requests / orders placed by You based on any inaccurate or erroneous prices.
• The prices quoted on the Platform are fixed and not negotiable. The prices on the Platform are also subject to change without notice to You.

ii. SALE OF METAL IN DIGITAL FORM

• You may be provided an option to sell the Customer Metal based on the sale prices on the Platform. If the prices are found acceptable to You, You shall confirm the sale request, in a form and manner acceptable to DSA (“Sale Request”). Your Metal Account shall be debited corresponding to the quantity of the Customer Metal sought to be sold vide the Sale Request (“Solid Metal”).
• Within a period of 2 (Two) business days of the Sale Request being confirmed or such further period as may be required, the payment, pursuant to the Sale Request, shall be disbursed by DSA at the sale prices indicated at the time of placing such Sale Request. DSA shall arrange for such payments to be made to Your bank account, details of which are provided by You. If there is any mistake in the account number, IFSC code etc. provided by You, DSA would not be held responsible for the same.
• It is hereby clarified that DSA will provide this service on a best-efforts basis and only when the commercial bullion market is in operation. DSA does not in any way guarantee that this option will be available to You at all times. DSA shall not be held liable for any actions of such third-party purchaser, apart from ensuring that funds are received on account of the sale of Your Metal.
• You will be provided with free storage for your Customer Metal such period as more particularly stipulated by DSA in this regard from time to time at its sole discretion and notified to Customers on the Platform (“Free Storage Period”). After the expiry of the Free Storage Period, DSA shall be entitled to levy storage charges for such Customer Metal at such rate as would be specified on the Platform, and which may be revised from time to time. The charges would be levied by deducting the equivalent Metal balance at the end of each month by a percentage amount at the specified rate, or an equivalent mechanism as may be prescribed by DSA from time to time. You are advised to periodically check the Platform to understand these storage charges.
• While reasonable efforts will be made to offer You a competitive price for the Customer Metal, there is no guarantee that the price offered to You will be close to or comparable with other prices available in the market.
• Due to reasons not directly attributable to DSA, data / live prices may be inaccurately displayed on the Platform due to some system errors on the Platform or any device used to access the Platform.DSA reserves the right to correct any and all errors when they do occur, at its sole discretion, and DSA shall be entitled to not honour or reverse any requests / orders placed by You based on any inaccurate or erroneous prices.
• The prices quoted on the Platform are fixed and not negotiable. The prices on the Platform are also subject to change without notice to You.

iii. OUTRIGHT PURCHASE / REDEMPTION INTO PHYSICAL METAL

• The Platform offers Services for Customers who wish to procure delivery of the Customer Gold / Silver in accordance with these Terms.
• You shall be entitled to procure delivery of the Customer Gold / Silver using the Platform (“Delivery Request”).
• For the purposes of making delivery to You, You are required to provide a valid address and / or any other documents / information / biometric identification that may be specified in this regard by DSA from time to time.
• Upon placing the Delivery Request, You shall be required to pay for the applicable charges and confirm the Delivery Request. Your Metal Account shall be provisionally debited corresponding to the quantity of the Customer Gold or Silver sought to be delivered, as the case may be (“Delivered Customer Gold / Silver”).
• Within a period of 7-10 (Seven to Ten) business days of the Delivery Request being confirmed or such further period as may be required by DSA, DSA shall arrange for delivery of the Delivered Customer Gold / Silver at the shipping address indicated by You. You shall be solely responsible for ensuring that the correct address is furnished by You on the Platform for processing such Delivery Request. You shall not be entitled to change the shipping address after the Delivery Request is accepted by DSA.
• You should carefully examine the package delivered and shall not accept delivery where the packaging or the certi-card containing the Metal appear to have been tampered with. In such cases, you should not share the OTP with the delivery agent and intimate DSA within a period of 48 hours of the same, and provide such other information as may be required by DSA in this regard (“Return Request”). Within a period of 14 (Fourteen) business days of the original package of Delivered Customer Metal being delivered back to DSA, in a manner indicated by DSA, and the Return Request being approved by DSA, DSA shall arrange for credit of equivalent Indian Rupees in your provided account details or, re-delivery of the Delivered Customer Gold / Silver at the shipping address indicated by You, as per availability of replacement product. The costs for such shipping shall be borne by DSA.However, in the event of frivolous and unjustified Return Requests made by You, and / or DSA reserve the right to take all action available to it, including black-listing or blocking You from using the Services on the Platform.
• You, upon sharing the OTP with delivery agent, acknowledge the receipt of the Delivered Customer Gold / Silver in terms of the Delivery Request placed with DSA. DSA shall not be liable to You for any refund / replacement, under any circumstance, for any subsequent complaints with respect to such deliveries and / or any failure on your part (as the case may be) to comply with these Terms.
• DSA shall make available to You, POD of Your respective shipment delivery as maybe required if such request is raised within 10 (ten) days of the date of delivery, or expected delivery of the Shipment. DSA will be under no obligation to provide proof of delivery of the Shipments beyond such period.
• Upon receipt of the Delivery Request by DSA, the Metal Account shall be debited for the Delivered Customer Gold / Silver from the respective Metal Account.
• It shall be Your responsibility to ensure that You are available to receive the Delivered Customer Gold / Silver at the time of delivery. If You are not available at the time of delivery, DSA delivery agent may try and deliver the item again before returning the same to DSA. In case of return of the Delivered Customer Gold / Silver to DSA, Metal Account shall be credited for the Delivered Customer Gold / Silver, after deducting the charges (if any) due from You, provided however that DSA is of the opinion that the packaging has not been tampered with. It is hereby clarified that should a request for re-delivery be made by You, You shall be solely liable to incur the applicable charges for delivering the Delivered Customer Gold / Silver.
• In case of DSA’s inability to make deliveries of Delivered Customer Gold / Silver due to a Force Majeure Event, DSA shall intimate You of the same and may require that the deliveries be effectuated through specific modes. In such a case, You hereby agree to bear any additional costs and fees necessary for the delivery to be complete.
• DSA will not be able to deliver a fractional quantity of Metal below such threshold as DSA shall notify for this purpose even if a Customer Request is made for such fractional quantity (“Deliverable Quantity”). You are advised to check the Platform periodically to determine the Deliverable Quantity as the same may be revised from time to time.
• Not with standing anything to the contrary contained in these Terms, DSA shall be entitled to reject a Customer Request which is not in compliance with the Terms hereof, and shall intimate the Customer of the reasons for the same.
• Based on the changes made to the Metal Account (in lieu of the Customer Orders and / or Customer Requests), if You are of the opinion that the changes made there to do not tally with the orders and / or Customer Requests placed by You, You may contact DSA at info @digismartassets.com , who shall accordingly take all necessary actions for taking care of any such identified discrepancies.
• It is hereby clarified that the Digi Smart Platform displays catalogue of articles that are available for shopping. Some items may appear slightly larger or smaller than actual size due to screen defaults and photography techniques. DSA shall not be liable for any legal action on this account. It shall be DSA’s endeavour to ensure that all details regarding the product are clearly displayed on the Platform.
• Due to reasons not directly attributable to DSA, data may be inaccurately displayed on the Platform due to some system errors on the Platform or any device used to access the Platform. DSA reserves the right to correct any and all errors when they do occur, at its sole discretion, and DSA shall be entitled to not honour or reverse any requests / orders placed by You based on any inaccurate or erroneous prices.

iv. TRANSFER / GIFTING OF METAL

• DSA may offer You the ability to Transfer your Metal to another recipient, by means of the “gift” feature, or as part of another product function, such as exchanging Your Metal balance for jewellery through a partner of DSA empanelled for this purpose.
• Any such Transfer of Metal from you to another recipient shall only be valid if exercised through a method or functionality offered by DSA.
• DSA, at any time and its sole discretion, may change the specifications of any functionality that pertains to Transfer of Metal which include but are not limited to the number of maximum and minimum transferers and receivers, the minimum and maximum amount transferable per transactions, the minimum and maximum gift amount transferable by an individual per day as well as (but not limited to) the minimum and maximum amount that can be transferred by individuals overall using the Platform.
• DSA may offer Customers the ability to gift Metal purchased by the Customer, to a recipient of their choice. This will be offered as the “Gift Metal” feature.
• DSA shall not be responsible for the acceptance or rejection of the “gift” by the intended recipient, or for verifying the correctness of the mobile number or other identification information provided for the intended recipient by the Customer.
• Metal gifts shall be final, and DSA shall not be responsible for amending, altering or otherwise reversing the transaction in case the gift is delivered to an unintended recipient due to any error on the part of the Customer.
• However, in case the intended recipient does not accept the “gift” within the prescribed time, the Metal balance shall revert to the Customer’s Metal Account.
• It is hereby clarified that the Customer Metal cannot be pledged or transferred by You to any other user, and the Metal Account is non-transferrable, unless specifically allowed by DSA. In the event of Your death, if specifically allowed by DSA, the title to such Customer Metal lying in the vault and the Metal Account shall Transfer to Your legal heirs only after the required due diligence has been conducted.Subsequent to this, Your legal heir(s) shall be regarded as the Customer for the purpose of the Customer Metal and Metal Account thereafter and the Terms shall be applicable to Your legal heir(s).