Terms and Conditions
The terms and conditions contained herein (“T&C“) contain the complete terms and conditions that apply to a Client and govern the Client’s access to and use of the Service (as defined below) . However, it is made clear that some of the Services may require the Client to agree to additional terms and conditions. Unless otherwise provided, those additional terms shall be deemed to be incorporated into the T&C.
1.ACCEPTANCE OF TERMS
(a) By (i) using the Platform or availing the Services provided through the Platform in any way; or (ii) browsing the Platform, the Client is deemed to have read, understood and accepted the T&C as well as the privacy policy which is available on the Platform.
(b)The Client acknowledges that by accessing and using the Platform and availing any of the Services, it agrees to be bound by the T&Cs. The T&C establish a relationship between CAPL and the Client, whereby the Client shall act in the capacity of an originator or an investor or such other capacity as may be mutually agreed between the Client and CAPL.
(c)In the event the Client is not agreeable to the T&C, it shall not access the Platform or avail the Services.
(d) The T&C contained herein expressly supersede all prior agreements or arrangements between CAPL and the Client.
(e)The Client understands that the access to the Platform and the offer of Services is conditional upon the Client’s irrevocable consent and acceptance of all the terms, conditions and obligations contained in the T&C (as may be amended from time to time). For utilising the Services, the Client agrees to enter into or execute any document, agreement or terms and conditions which is required by CAPL and agrees to be abide by such document or agreement or terms and condition while utilising the services on the Platform.
(f) By accessing the Platform, the Client hereby agrees to receive communication regarding registration on the Platform or Platform Services (including but not limited to any promotional, transactional messages) through Email and/or SMS and/ or any other electronic medium, third party channels (including WhatsApp) from CAPL.
2. (a)By agreeing to the T&C and by availing the Services, the Client represents that it is lawfully able to enter into contracts (if an individual) or has the legal authority to enter into contracts on behalf of the body corporate/company/partnership.
(b)The Client acknowledges in relation to the Services that CAPL is merely providing a platform for facilitating the transactions between the Client and the Counterparties on the Platform and shall in no manner be liable or responsible for any such transactions or be construed as an agent of the Client in relation to the Services.
(c)The Client acknowledges and agrees that any use of the Platform and the availing of the Services is at the sole risk of the Client.
(d)The Client acknowledges and agrees that it is solely responsible for its data uploaded to or transmitted through the Platform, as well as, the consequences of uploading or transmitting its data onto or through the Platform.
(e)The Client acknowledges, represents, and warrants that with respect to any data posted on or transmitted through the Platform:
(i)It has all necessary licenses, rights, consents, and permissions to upload, transmit, or publish such data and that it grants CAPL, express, irrevocable license and authorization to use such data for the Services; and
(ii)Any use by CAPL of the data uploaded, transmitted, or published by it on the Platform will not constitute infringement of any third party’s rights, over such data posted or transmitted through the Platform.
(f)The Client agrees and acknowledges that it is solely responsible to CAPL and to any Counterparty for any breach of its obligations under the T&C and for the consequences of any such breach (including any loss or damage which CAPL may suffer).
3.USE OF PLATFORM AND SERVICES
(a)In order to access the Platform and to obtain the benefit of the Services, the Client will have to register and create an account by providing accurate and complete information. CAPL is not responsible for verifying the accuracy and completeness of any such information. The Client agrees and acknowledges that the the onus of ensuring the completeness and accuracy of such information shall, at all times, lie with the Client.
(b) The Client agrees that its usage of the Platform and viewing various financial products offered by third parties on the Platform, shall not in any way imply, suggest, or constitute any sponsorship, recommendation, opinion, advice (whether investment or legal) or approval of CAPL in favour of or against such third parties or their products. The Client agrees that CAPL is in no way responsible for the accuracy, timelines or completeness of the information and product specifications it may obtain from the Platform or the other third parties registered on the Platform.
(c) The Client agrees, undertakes and declares that it has made its own assessment of the Platform and has determined that it is fit for its purposes. The Client will be using the Platform at its own risk, irrespective of the capacity in which it uses the Platform and it is expressly clarified that CAPL shall owe no fiduciary or other duty or obligation to the Client other than as expressly agreed in writing by CAPL.
(d) The Client agrees and acknowledges that any transactions entered into through the Platform shall be at the sole discretion of the Client and the relevant counterparties on the Platform as applicable and that CAPL shall not be liable for any delay, rejection or approval of any application/proposal made through the Platform to any counterparty, or any failure on part of the Client or counterparties to settle/conclude any transactions with any counterparty.
(e) The Client agrees and acknowledges that all reports and documents provided on Yubi (if any), and any information transmitted through Yubi has been prepared based on the information, data and documents furnished by the Client and relevant counterparties onboarded onto the Platform. The Client hereby agrees and acknowledges that CAPL does not warrant the genuineness of such information and shall not be liable for any error, deviation or omission in such reports, documents or information on account of any error, deviation or omission of whatsoever nature in the information collected from/furnished by the Client, or any other person in this regard. The Client further acknowledges that CAPL has not carried out any “know your customer” or credit underwriting or any other similar or related checks in relation to any counterparty registered on the Platform or any information shared by such counterparty, and all such diligences and checks required under applicable law to verify the genuineness or lack thereof in relation to the Client, or information shared by the Client shall at all times, be the sole responsibility of the Client.
(f) Without prejudice to the above, the Client hereby agrees, acknowledges and accepts that CAPL may, for the purpose of rendering the Services, seek to obtain such necessary and requisite information and data as required by it from various authoritative sources including but not limited to statutory and regulatory filings, credit bureau records and such other sources as determined by it at its sole discretion, as required by it to effectively render the Services and the Client hereby accepts and provides consent for the same.
(g) The Client hereby agrees and understands that its account created for the purposes of using the Services shall be visible to all counterparties and platform users of the Platform and irrevocably consents to the same. Provided that it is clear that nothing in these T&C shall be construed in a manner as to require CAPL to obtain any specific or additional consent from the Client with respect to featuring the Client’s user account on its Platform and/or displaying the same to other counterparties, clients, investors (as applicable) along with the information furnished by the Client to CAPL as regards the Platform. It is understood that the information shared by the Client with CAPL as reflected on the Platform shall be in accordance with applicable laws in force.
(h)CAPL reserves the right to reject the request for creation of the account, at its sole discretion, if the data or information submitted appears to be incomplete, incorrect or fraudulent.
(i) On the creation of the account, CAPL grants to the Client a non-exclusive, limited privilege to access and use the Platform and the Services offered on the Platform, subject to compliance with the T&C. The account created by the Client for use of the Platform shall be is non-transferable and its use is restricted to the Client creating the account.
(j)The Client is solely responsible for its account and any activity on it, and must keep the log-in credentials (log-in ID and password) in respect of its account secure at all times. The Client shall not sell, transfer or sub-license the log-in credentials in relation to its account on the Platform to any other person. The Client shall ensure that only its duly authorised personnel shall access and operate its account. The Client undertakes that the Client shall promptly on becoming aware of any unauthorized use of its account, notify CAPL atfeedback@go-yubi.com of such unauthorised use or access . It is expressly understood that CAPL shall not be liable to ensure or verify that the usage of the Client’s account is by its authorised persons and that the onus of ensuring that only authorised personnel access and operate the said account shall, at all times, lies with the Client. The Client agree and acknowledge that failure to notify CAPL regarding any such unauthorized use of its account on the Platform may attract liability on the Client for any losses/damages caused by any unauthorized use of the account.
(k)The availing of the Services and the use of Platform is only for purposes permitted by: (i) the T&C; and (ii) any applicable law, regulation or generally accepted practices or guidelines and the same shall not be for any other illegal or other purpose which is expressly or impliedly barred by any applicable law, statute, ordinance or regulation in force from time to time.
4.GENERAL UNDERTAKINGS OF THE CLIENT
(a)The Client agrees to access any information, material, documents on Platform, provided by itself or any third party but accessible to the Client, or avail any Service only through the authorised access provided by CAPL.
(b)The Client shall not use or attempt to use any unauthorised means, including but not limited to, use of any deep link, program, automatic device, algorithm or methodology, or any similar processes, or hacking to access, utilise, copy or monitor any part/feature of the Platform or its content, or avail any Services or in any way reproduce or circumvent the source code, structure or layout of the Platform, or obtain or attempt to obtain any information not openly available on the Platform.
(c)The Client undertakes not to attempt to gain any unauthorized access to the Platform, the server on which the Platform is hosted or any other database, server or computer connected to the Platform.
(d)The Client shall not misuse the Services or corrupt or try to corrupt the Platform by introducing any bugs, viruses, worms, malwares, spyware or any similar program which is malicious or harmful.
(e)The Client undertakes to ensure that any material/information/data uploaded by it on the Platform is strictly of nature and context as required by the Platform for the relevant Service, and is not in violation of any applicable law.
(f)The Client further undertakes not to:
(i) impersonate any person or entity, or misrepresent its affiliation with a person or entity;
(ii) publish, post, upload or distribute files that contain bugs, viruses, worms, malwares, spyware or any similar program, or corrupted files that may disrupt the operation of the Platform or a Counterparty’s computer;
(iii) engage in any activity that disrupts access to the Platform or the Services;
(iv) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, accounts, passwords, servers or networks connected to or accessible through the Platform;
(v) cause any interference or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;
(vi) upload or distribute files that contain such material which is infringing the copyrights, trademarks, confidentiality, privacy or any other proprietary information protected by law, unless the Client has the rights or the necessary consents thereto;
(vii) use the Platform or Services for any purpose that is fraudulent, unlawful or prohibited by the T&C and by applicable law, or to solicit the performance of any illegal activity or other activity which infringes the rights of CAPL or any Counterparties;
(viii) upload or distribute any material or information that is, or contains tags or keywords which are, illegal, inappropriate, profane, obscene, offensive, abusive, harassing, misleading, indecent, defamatory, disparaging, or menacing, or is otherwise injurious to CAPL or any Counterparty, or objectionable in any manner whatsoever;
(ix) download any file posted by the Counterparty that the Client should know, or reasonably should know, cannot be legally distributed in such manner;
(x) violate the T&C or any applicable laws or regulations for the time being in force;
(xi) decompose, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.
5.CONFIDENTIALITY
(a)The Client acknowledges and agrees that all information, data or details in any form with respect to the Platform, its designs, structure and arrangement, visual interfaces, specifications, documentation, components, source code, object code, images, icons, audio-visual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part in addition to all documents, data, papers, statements, any business/customer information, trade secrets and process of CAPL relating to its business practices or in connection with the provision of services by CAPL, trade and business of CAPL, or otherwise, any information including names, assets, details, documents, transaction records, potential transactions, negotiations, pending negotiations, data, applications, software, systems, papers, statements, business information, marketing and financial information, databases, manuals, records and reports, articles, systems, material, sources of material, and any other data pertaining to Counterparties and CAPL, available to it through Platform (“Confidential Information”) is of a sensitive and confidential nature.
(b)The Client undertakes to keep all Confidential Information confidential and shall ensure that none any of its employees, agents, representatives do anything to breach the confidentiality. The Client undertakes to use all Confidential Information with such care and discretion, but not less than reasonable care, to avoid disclosure, publication or dissemination of Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate.
(c)The Client may disclose Confidential Information only to:
(i) its employees, representatives, agents or contractors on a ‘need to know’ basis and only for the purposes of performance of its obligations under the transaction/Services;
(ii) the extent required by any regulatory authority or governmental authority under applicable law; and
(iii) any other party with the Client’s prior written consent.
(d)The Client agrees:
(i) to take all necessary action to protect the Confidential Information against misuse, sale, loss, destruction, deletion and/or alteration;
(ii) use the Confidential Information only in connection with the Services/transaction for which the Confidential Information is obtained; and
(iii) not to misuse or permit misuse directly or indirectly, commercially exploit the Confidential Information of CAPL or any other Counterparty available to it through the Platform for economic or other benefit or in a manner prejudicial to CAPL.
6.DATA PROTECTION
(a)The storage, usage and transmission of all information obtained by it through the Platform, shall at all times be in accordance with the Information Technology Act, 2000 read with Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and all other applicable law.
(b) In the event CAPL obtains any Personal Data or Confidential Information pursuant to any transaction/Services, it shall only undertake the processing of Personal Data/Confidential Information reasonably required in connection with the performance of its obligations under the transaction/Services. the event any such Personal Data and/or Confidential Information is required to be used by CAPL for any purpose not expressly set out herein post termination/consummation of the transactions/Services contemplated hereunder, the same shall take place pursuant to obtaining prior consent from the Client in this regard.
(c) CAPL shall at all times have appropriate technical and organisational measures in place to:
(i) prevent unauthorised or unlawful processing of any Personal Data/Confidential Information;
(ii) protect any Personal Data/Confidential Information against accidental loss, destruction or damage;
(iii) ensure the reliability of its employees/contractor having access to the Personal Data/Confidential Information;
(d) CAPL shall comply with all applicable law, including without limitation the Data Protection Laws to safeguard the Personal Data/Confidential Information. For the purposes of this clause, Personal Data shall mean the information related to the underlying borrowers to whom credit facilities may be extended by the Client (if the Client is acting as an investor) or sourced by the Client (if the Client is acting as the originator) including their personally identifiable information and sensitive personal information (as envisaged under the Information Technology Act, 2008, and the rules made thereunder, each as amended from time to time).
7.LIMITATION OF LIABILITY
(a) CAPL, its, employees, agents, and associates, will not be liable with respect to any subject matter relating to the T&C under any contract or torts, or on account of negligence, strict liability or other legal or equitable rights for: (i) any special or consequential damages; (ii) for interruption of use; (iii) loss or corruption of data.
(b) CAPL shall not be liable or responsible for:
(i) any faulty operation of system during accessing of Platform or during the transmission/transfer of any data/information;
(ii) any damage that occurs due to any information provided by the Client but not being received by CAPL or any Counterparty or not being received promptly or appropriately, as a consequence of technical faults with the Platform (whether or not in CAPL’s control);
(iii) any Confidential Information of the Client being used in any manner contrary to Clauses 5(c) and 5(d) by any Counterparty;
(iv) any loss or damage caused due any bugs, viruses, worms, malwares, spyware or any similar program that may infect the Client’s computer, software, data or any other property caused by accessing or using the Platform or availing any Services, or from any emails, communication or attachment received from CAPL/Platform;
(v) any failure to perform, or delay in performance of, any of obligations or Services by CAPL or any Counterparty due events outside CAPL’s reasonable control;
(vi) any breach of the T&C by any Counterparty;
(c) CAPL is not responsible for any indirect losses including, without limitation, loss of income, business, profits, data or any injury to reputation, howsoever arising.
(d)CAPL is not responsible for any liability for any loss, costs or damage arising out of or in connection with the use of the Platform or the inability to use it or for any delay or failure in the performance of the Services on account of the Counterparty or due to any Force Majeure Event or any other circumstances beyond the control of CAPL.
(e)The Client acknowledges that CAPL aims to facilitate seamless data and transaction processing and that CAPL is not responsible for any failure of the Platform to store, transfer or delete data or for the corruption or loss of any data, information or content contained therein.
8.TRANSFER OF RIGHTS
(a)The T&C are binding on the Client, its successors and permitted assigns. It may not transfer, assign, charge or otherwise dispose of any of its rights, benefits, liabilities or obligations, under the T&C without the prior written consent of the CAPL.
(b)However, CAPL