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NCDEX Nidhi

Terms of Use

1. INTRODUCTION

Welcome to the National Commodity & Derivatives Exchange Limited (“NCDEX”) NCDEX NIDHI (NCDEX Nidhi”), a platform-as-a-service based mutual fund transaction platform operated by NCDEX, accessible at [www.ncdexnidhi.com]. NCDEX Nidhi is intended to facilitate access to the Authorised User(s) (defined below) and visitors to technology-enabled functionalities, including but not limited to investor onboarding, order initiation and report generation.

These terms of use (the “Terms of Use”) describes the terms and conditions applicable to your access and use of NCDEX Nidhi. It shall constitute a legally binding agreement between NCDEX and the Authorised User and govern the Authorised User’s access to and use of NCDEX Nidhi. NCDEX Nidhi is a technology enablement service only and should not be construed as providing investment advice, distribution, solicitation, recommendation, execution-only intermediation in its own right, custody, banking, or any guarantee or assurance of transaction execution, completion, settlement, or investment performance. NCDEX’s name, trade name, trademarks, branding, infrastructure connectivity, or association with NCDEX Nidhi shall not be construed to mean that NCDEX is acting as a distributor, advisor, fiduciary, intermediary, agent, or counterparty in relation to any investor transaction, except to the limited extent expressly required under Applicable Laws. By accessing or using NCDEX Nidhi, the Authorized User agrees to be bound by these Terms of Use. If the Authorised User does not agree to these Terms of Use, the Authorised User must immediately cease accessing NCDEX Nidhi.

2. DEFINITIONS

In these Terms of Use, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

“AMFI” means the Association of Mutual Funds in India;

“Applicable Laws” means all relevant and enforceable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any governmental authority, regulatory body, or exchange, including but not limited to the Securities and Exchange Board of India Act, 1992; the SEBI (Mutual Funds) Regulations, 2026; the Prevention of Money Laundering Act, 2002; the Information Technology Act, 2000; the Digital Personal Data Protection Act, 2023; Digital Personal Data Protection (DPDP) Rules, 2025 (“DPDP Rules”); and all relevant circulars and directives issued by SEBI, RBI, AMFI, or any other competent authority, as amended from time to time;

“Authorised User” means MF Distributor (defined below), broker, sub-broker, investment adviser, asset management companies or other intermediary who is duly registered with SEBI and/or the AMFI, and who has been onboarded on NCDEX Nidhi in accordance with NCDEX’s onboarding procedure and shall mean the employees, representatives, or personnel of such Intermediaries who are authorized to access and use the platform on behalf of the relevant Intermediary;

“Confidential Information” shall mean any and all information and/or data disclosed by the Company to the Authorized User, whether orally, visually, in writing, or in any other form, including but not limited to the Company’s platform architecture, software code, business operations, financial information, product specifications, APIs, algorithms, documentation, trade secrets, user data, transaction data, and any other proprietary or non-public information related to the services or the Company, whether or not marked as confidential, and which is not already in the public domain through lawful means;

“Data” shall have the meaning ascribed to the term “Personal Data” as defined under the Digital Personal Data Protection Act, 2023 ("DPDP Act"), as amended from time to time.

“Force majeure” shall mean and include extraordinary, unforeseeable, and uncontrollable events beyond the control of the Parties — such as a war, strike, riot, crime, epidemic, or act of God, rendering it impossible for a Party from fulfilling their obligations.

“Intermediary” shall include market participants and any other entity accessing the NCDEX Nidhi platform and entering into service agreements with NCDEX.

“Intellectual Property Rights” means all intellectual property, including patents, utility models, copyright, trade and service marks, database rights, domain names, patents, registered and unregistered design rights, registered and unregistered trademarks, moral rights, topography rights, Confidential Information and technical and other Know-How, and all other industrial, commercial or intellectual property right, in all cases whether or not registered or registrable in India including any extension to or renewal of the terms of such rights and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect in any jurisdiction and all the rights to apply for the same;

“Know-How” shall mean any technical or commercial information, data, processes, designs, methods, specifications, procedures, studies, or other factual or practical knowledge (whether or not protectable by Intellectual Property Rights) that enhances the use, operation, or delivery of the services, including NCDEX Nidhi or any related systems;

“MF Distributor” means a mutual fund distributor who holds a valid AMFI registration number issued by AMFI and is registered with SEBI for the purpose of distribution of mutual fund products to investors;

“RBI” means the Reserve Bank of India;

“SEBI” means the Securities and Exchange Board of India;

“Service Agreement” means the separate agreement executed between NCDEX and the Intermediary, comprising these Terms of Use, which collectively govern the provision and use of the services through NCDEX Nidhi; and “Transaction” means any instruction, order, purchase, redemption, switch, or systematic investment plan mandate executed through NCDEX Nidhi in respect of mutual fund units; and

“Intermediary Data” means information provided by the Intermediary to NCDEX for the limited purpose of analyzing, contacting, and onboarding the Intermediary to avail the services through NCDEX Nidhi. Such information may include, without limitation: business type, city, business incorporation details, GST registration details, bank account information (including account name and number), preferred mode of payment (e.g., credit card, debit card, net banking, cash on delivery, UPI), and basic contact details necessary to reach out to the User.

3. EFFECTIVE DATE

These Terms of Use shall become effective and binding upon the Authorized User on the date on which the Authorized User and/ or visitor accepting these Terms of Use, either by clicking to accept, accessing or using NCDEX Nidhi.

4. ELIGIBILITY AND COMPLIANCE

NCDEX Nidhi is intended for use by Intermediaries who are compliant with applicable SEBI regulations. Distributors using NCDEX Nidhi must possess a valid AMFI registration number and adhere to all applicable SEBI regulations, guidelines and/ or circulars, relating to mutual fund segment. Users are responsible for ensuring their activities on NCDEX Nidhi are in compliance with the Applicable Laws. Use of NCDEX Nidhi is conditional upon ongoing eligibility, due diligence/KYC checks, and such onboarding or compliance verification as NCDEX may require. The Authorized User shall immediately notify NCDEX of any suspension, cancellation, expiry, investigation, show cause notice, adverse regulatory finding, cyber incident, fraud event, or other circumstance that may affect the User’s eligibility or lawful use of NCDEX Nidhi. NCDEX may suspend, restrict, or terminate access without prior notice where continued access may create regulatory, operational, security, legal, or reputational risk. NCDEX may also suspend access immediately pursuant to any regulatory, judicial or governmental direction

5. PERMITTED USE

Authorized Users may onboard investors, initiate mutual fund orders, and generate reports using NCDEX Nidhi. Authorized Users are solely responsible for the accuracy of the data they provide and ensure appropriate authorization from their investors. NCDEX Nidhi’s reliance on any other third-party service provider shall not relieve the Authorized User of its primary obligations to its investors and competent authority. The Authorized User shall not upload, transmit, or process inaccurate, misleading, unlawful, infringing, malicious, or unauthorized data or instructions.

6. RESPONSIBILITIES AND CONDUCT

  1. Authorized Users shall maintain the confidentiality of their login credentials. Authorized Users agree not to misuse NCDEX Nidhi for any fraudulent or unlawful activities and shall provide accurate information and ensure compliance with KYC (Know Your Customer) norms as mandated by SEBI.
  2. The Authorized User shall provide NCDEX with Accurate and complete Authorized User Data, and assist NCDEX in inviting and onboarding eligible Users to NCDEX Nidhi in accordance with the NCDEX’s criteria;
  3. The Authorized User shall maintain the integrity of integration materials (including API keys and links) provided by NCDEX and shall exercise reasonable care in their use and protection;
  4. The Authorized User shall obtain prior and express consent from each user before disclosing their personal information to NCDEX;
  5. The Authorized User shall notify NCDEX of any updates or changes to the user Data within three (3) days of becoming aware of such change;
  6. The Authorized User shall support the onboarding of investors/ users and shall assist NCDEX in facilitating the services, unless otherwise mutually agreed.
  7. The Authorized User shall ensure compliance with all applicable laws, including those issued by the SEBI, in connection with its use of the services.

7. DATA PROTECTION AND SECURITY

  1. The Authorized User shall ensure that it has appropriate technical and organizational measures to secure its network and systems used for accessing NCDEX Nidhi and are protected with firewall, intrusion detection and prevention systems, access controls, anti-virus measures and such other security mechanisms as may be reasonably adequate to protect against unauthorised access, cyber-attacks, misuse or compromise. The Authorized User shall have adequate access control measures and the measures shall always remain active and shall not be removed or reconfigured which could create or enhance the risk of unauthorized access to NCDEX Nidhi.
  2. The Authorized User shall immediately notify NCDEX upon becoming aware of any cyber incident, unauthorised access, cyber-attack, malware incident, data breach, compromise or any other security incident affecting or likely to affect NCDEX Nidhi or related systems.
  3. NCDEX and the Authorized User agree to provide reasonable assistance, information, and cooperation to each other on data protection matters, where relevant, with respect to any personal data shared or jointly held between the parties under this Agreement.
  4. The Authorized User shall maintain adequate technical and organizational measures, including access control measures at all times and shall not remove, disable, modify or reconfigure any security settings or controls in a manner that may create or increase the risk of unauthorised access to NCDEX Nidhi or related systems.
  5. The Authorized User warrants that all persons authorized by the Authorized User to access or use NCDEX Nidhi, including its employees, representatives, advisers, auditors and agents, shall access and use NCDEX Nidhi strictly in accordance with these Terms of Use and applicable laws. The Authorized User shall remain responsible and liable for all acts, omissions, misuse or unauthorised activities undertaken through its access credentials or account.
  6. The Authorized User shall maintain data loss prevention tools, encryption, access logging, and role-based access controls, to ensure the security and integrity of Data and to prevent any unauthorised access, disclosure, or compromise.
  7. The Authorized User shall hold all Data accessed through NCDEX Nidhi in strict confidence and shall not access, use, or share such Data beyond what is strictly necessary for the limited purposes set out in these Terms of Use, on a strict need-to-know basis. Upon completion of the purpose for which any Data was shared, or upon termination of the User’s access to NCDEX Nidhi, the Authorized User shall securely delete such Data in accordance with Applicable Laws and shall, upon request, provide written confirmation of such deletion to NCDEX.
  8. NCDEX and the Authorized User shall comply with all applicable cybersecurity, data protection and information security requirements as required under SEBI’s Cybersecurity and Cyber Resilience Framework for SEBI Regulated Entities dated August 20, 2024 (“SEBI Circular”) and related policies, procedures and directions issued by SEBI from time to time. Also, NCDEX may undertake maintenance, upgrades, backup restoration or disaster recovery testing that may temporarily affect availability.
  9. The intermediary shall ensure that User IDs, passwords, tokens and API credentials shall not be shared, transferred or reused by any unauthorized person.

8. FEES AND PAYMENTS

Authorized Users may be subject to subscription fees or transaction-based charges as specified in their respective service agreement. Fees paid shall be non-refundable other than as required under Applicable Laws.

9. DISCLAIMER AND LIMITATION OF LIABILITY

  1. NCDEX Nidhi is provided on an “as is” and “as available” basis to the maximum extent permitted by the Applicable Laws. NCDEX shall not be liable for any losses resulting from delays, data inaccuracies, or service disruptions. Users acknowledge that market-related risks are inherent in mutual fund investments.
  2. NCDEX shall not be responsible for any failure or disruption in services or inability to access the services due to acts of God, cyberattacks, system maintenance, power outages, third-party system downtime, or other force majeure events.
  3. NCDEX Nidhi relies on third party infrastructure. NCDEX shall not be responsible for the acts, omissions, errors, or failures of any third-party service provider, to the extent such failures are beyond NCDEX’s reasonable control.
  4. NCDEX shall not be liable for any failure or delay arising from:
    • System downtime, cyberattacks, or internet/network issues not directly attributable to Company;
    • Third-party service providers including financial institutions, escrow Agents, Anchors, or suppliers, failing to perform their obligations; and
    • The Authorized User’s failure to safeguard login credentials or to comply with usage instructions.
    • indirect damages, loss of profits, loss of goodwill, loss of business opportunities.

10. INDEMNITY

  1. The Authorized User shall, at all times, indemnify and keep indemnified NCDEX from and against any and all actions, proceedings, claims, and demands arising on account of the Authorized User’s failure to maintain the confidentiality of the Authorized User’s login credentials, or any unauthorised access to or compromise of the Authorized User’s account or systems on NCDEX Nidhi, including all damages, costs, liabilities, charges, and expenses incurred in connection therewith.
  2. The Authorized User understands and agrees that any Transaction, instruction, or information entered through NCDEX Nidhi, whether through the website, web application, or mobile application, using the User’s login credentials shall be deemed to have originated from the Authorized User, irrespective of whether such entry was actually initiated by the Authorized User. The Authorized User shall be solely liable for all losses, damages, and liabilities arising from any unauthorised transactions executed in the User’s account or the Authorized User’s investors' folios through NCDEX Nidhi using the User’s credentials.
  3. The Authorized User undertakes to indemnify, defend, and hold harmless NCDEX, its directors, officers, employees, and agents from and against all losses, damages, costs, expenses, and other liabilities (including reasonable legal fees, disbursements, and expenses) arising out of or in connection with: (a) any breach by the Authorized User of the User’s confidentiality obligations under these Terms of Use ; (b) any misuse of NCDEX Nidhi, its databases, or systems by the Authorized User or the Authorized User’s sub-users; or (c) any unauthorised access to NCDEX Nidhi facilitated by the acts or omissions of the User.

11. INTELLECTUAL PROPERTY RIGHTS, RESTRICTIONS ON USE AND CONFIDENTIALITY

  1. NCDEX Nidhi, including all software, algorithms, databases, content, designs, and other materials (“NCDEX Materials”) are licensed to NCDEX. Nothing in these Terms of Use shall be construed as conferring the Authorized User any ownership or license to NCDEX Materials beyond the limited right to use NCDEX Nidhi in accordance with these Terms of Use.
  2. NCDEX shall retain all right, title, and interest in and to NCDEX Nidhi, including all associated Confidential Information, Know-How, Proprietary Information, and any improvements made thereto. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in such materials to the Authorized User.
  3. All Confidential Information, Intellectual Property Rights, Know-How, Proprietary Information, and any materials disclosed or made accessible to the Authorized User pursuant to this Agreement or during the course of accessing the services shall remain the sole and exclusive property of NCDEX. Upon expiration or termination of this Agreement, the Authorized User shall cease all use of such materials and, upon request, return or securely destroy all copies of the same.
  4. All intellectual property rights, including without limitation trademarks, trade names, logos, domain names, and brand elements associated with the “NCDEX Nidhi” platform (including any variations, derivatives, or associated branding) shall vest solely and exclusively with NCDEX. No rights, whether express or implied, are granted to the Authorized User in respect of the same. NCDEX may also use disaggregated and anonymized Authorized User’s Data for benchmarking, analytics, quality control, improvement of the services, and other lawful purposes.
  5. NCDEX grants the Authorized User a limited right to access and use NCDEX Nidhi solely for the purposes expressly permitted under these Terms of Use and in compliance with Applicable Laws.
  6. The Authorized User hereby grants NCDEX the right to process, store, and analyse data submitted by the Authorized User through NCDEX Nidhi for the purposes of providing and improving NCDEX Nidhi services, regulatory reporting, and analytics.
  7. This Agreement does not grant the Authorized User, whether expressly or by implication, any ownership rights in any part of NCDEX Nidhi, NCDEX’s Confidential Information, Intellectual Property Rights, Know-How, or Proprietary Information. All rights not expressly granted under this Agreement are reserved by NCDEX.
  8. The Authorized User shall be under the obligation to keep confidentiality of the information or data that is sensitive, which the Authorized User is not authorized to share with any third party to this agreement between the Authorized User and NCDEX. Any unauthorized copy and use may violate the applicable intellectual property laws thereby attracting legal action, being civil or criminal, against the Authorized User including but not limited to the DPDP Act, Information Technology Act, 2000.

12. AUDIT, INSPECTION AND INFORMATION RIGHTS

  1. The Authorized User shall maintain complete and accurate books, records, logs, audit trails, consents, mandates, communications, complaints records, and compliance documentation relating to its use of NCDEX Nidhi for such period as may be required under Applicable Laws.
  2. Upon reasonable notice, NCDEX may require the Authorized User to furnish information, certifications, documents, or other evidence necessary to verify the User’s compliance with these Terms of Use, investigate any incident, respond to regulatory requests, or protect the integrity of NCDEX Nidhi. Where required by Applicable Laws, regulatory direction, security exigency, or a bona fide investigation into fraud, cyber incidents, investor harm, or material breach, such information shall be provided promptly and without undue delay.

13. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

  1. These Terms of Use shall be governed by and construed in accordance with the laws of India and the courts of Mumbai shall have exclusive jurisdiction.
  2. In the event of any dispute, claim or controversy arising out of or in connection with these Terms of Use or the use of NCDEX Nidhi, NCDEX and the Authorized User shall endeavour to resolve the same amicably through mutual discussions.
  3. In the event that the dispute remains unresolved for a period of 90 business days, either party may refer the disputed matter to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
  4. The arbitration proceedings shall be conducted by a sole arbitrator mutually appointed by the parties.
  5. The arbitration shall be conducted in English language. The seat and venue of arbitration shall be Mumbai. The arbitral award passed by the arbitrator shall be final and binding upon the parties.

14. MODIFICATIONS AND SUSPENSION OF SERVICES

  1. NCDEX reserves the unilateral right to modify, update, or enhance the design, functionality, features or technical specifications of NCDEX Nidhi as required for security, compliance and operational efficiency.
  2. NCDEX is under no obligation to provide any specific updates, upgrades, enhancements, or modifications to NCDEX Nidhi or services unless expressly agreed in writing. NCDEX reserves the right to make changes or improvements to NCDEX Nidhi at its sole discretion, provided such changes do not materially degrade the core functionality.
  3. NCDEX reserves the right to delete or terminate any services available through NCDEX Nidhi website, web applications or mobile applications at any time or without notice to the User. Continued use of NCDEX Nidhi constitutes acceptance of the revised Terms of Use.
  4. NCDEX reserves the right to amend the Terms of Use contained herein and appearing elsewhere on the site at its sole discretion.
  5. NCDEX shall have absolute discretion to suspend the services provided to the Authorized User for any breach of these Terms of Use, without serving any notice of termination.
  6. The Authorized User can request for termination of the services at any time by giving 60 days prior written notice to NCDEX.
  7. If any monies so payable by the Authorized User to NCDEX remain unpaid when being due for payment to NCDEX, NCDEX may at its sole discretion suspend the service(s) provided to the Authorized User until the default is cured.

15. SURVIVAL

The Authorized User hereby agrees that the clauses on Intellectual Property Rights, Restrictions on use and Confidentiality and Indemnity shall survive even after the Authorized User ceases to use NCDEX Nidhi.

16. NOTICES

Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by email or certified mail, return receipt requested, to the NCDEX at:

Attention: NCDEX Nidhi

Address: Ackruti Corporate Park, 1st Floor, Near G.E. Garden, L.B.S. Road, Kanjurmarg (West), Mumbai-400078

E-mail: askmf@ncdex.com

17. CONTACT

For any queries, concerns or grievances in relation to the use of the NCDEX Nidhi or processing of Data , users may contact the NCDEX grievance officer (“Grievance Officer”) appointed in accordance with Applicable Laws at Email ID: askmf@ncdex.com; Contact Number: (+91-22) 1800-266-2339 (Toll-Free)