Fixed Deposits Distribution Terms and Condition

FIXED DEPOSITS – TERMS AND CONDITIONS

These Fixed Deposits – Terms and Conditions (“Terms and Conditions”) constitute a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021, as amended and read with the Information Technology Act, 2000, as amended and does not require any physical or digital signatures.

All capitalized terms used herein shall have the meaning ascribed to them under Section B (Definitions) below.

1. INTRODUCTION
   1. PhonePe Limited (Formerly known as ‘PhonePe Private Limited’) (“PhonePe”) provides the Service to enable you (“You”) to access the Upswing Platform in relation to Fixed Deposits and related products/services proposed to be availed by You from the Financial Institutions.
   2. Please read each of these Terms and Conditions carefully before taking further steps to avail this Service as these Terms and Conditions contain important information about your legal rights, remedies and obligations. These Terms and Conditions constitute a legally binding agreement between You and PhonePe and shall govern Your access to and use of the Service. You acknowledge that the Service is subject to compliance with any terms and conditions of Upswing and/or the relevant Financial Institution. If you do not understand these Terms and Conditions or do not agree with any part of them, then you should not proceed to use the Service. By accessing or using the Service, You agree and accept to be bound by these Terms and Conditions.
2. DEFINITIONS
   1. “Financial Institutions” refers to Upswing’s partner banks / financial service providers;
   2. “Fixed Deposit” shall mean the fixed deposit and related products/services offered by the Financial Institutions through the Upswing Platform;
   3. “PhonePe Platform” means the software/software application/platform/website that is developed, owned and/or operated by PhonePe and/or its affiliates;
   4. “Service” shall refer to PhonePe’s service of facilitating You to access the Upswing Platform through the PhonePe Platform to avail Fixed Deposits;
   5. “Upswing” shall mean Upswing Financial Technologies Private Limited;
   6. “Upswing Platform” means the software/software application/platform/website with deep integrations with a network of Financial Institutions to enable distribution of the Fixed Deposits that is developed, owned and/or operated by Upswing and which is not controlled/operated/maintained by PhonePe;
3. TERMS AND CONDITIONS
   1. For the purposes of providing You access to the Fixed Deposit(s), the PhonePe Platform contains links or redirection functionalities to the Upswing Platform.
   2. By choosing to access any of the Fixed Deposit(s), You explicitly acknowledge and consent to being redirected to the Upswing Platform and understand that PhonePe does not own / operate the Upswing Platform and is not responsible for the same in any manner.
   3. PhonePe is merely acting as a facilitator and provides the Service to connect You with Upswing in relation to the Fixed Deposits proposed to be availed by You from the Financial Institutions.
   4. You understand, acknowledge and agree that the Fixed Deposit(s) are offered by the respective Financial Institution(s) through Upswing as per the arrangements between Upswing and such Financial Institution(s).
   5. Any information hosted on the PhonePe Platform pertaining to the Fixed Deposit(s) is provided by Upswing based on the information about such Fixed Deposit(s) shared by the respective Financial Institution(s). PhonePe displays any such information on an ‘as-is’ basis.
   6. PhonePe may change any information hosted on the PhonePe Platform pertaining to the Fixed Deposit(s) based on information provided by Upswing from time to time without any prior notice to You.
   7. By choosing to rely upon any information hosted on the PhonePe Platform in connection with the Fixed Deposit(s), you understand, agree and acknowledge that You expressly waive any and all claims, rights of action and/or remedies (under law or otherwise) that you may have against PhonePe in connection with Your reliance upon such information.
   8. PhonePe expressly disclaims any and all liabilities and takes no responsibility whatsoever for any consequences arising out of or in connection with the accuracy, completeness or usability of any information pertaining to the Fixed Deposit(s).
   9. You understand, acknowledge and agree that the application form for the Fixed Deposit(s) is managed exclusively by Upswing, which has been duly authorised for the same by the respective Financial Institution(s). The application for any Fixed Deposits are approved by the respective Financial Institution providing such Fixed Deposits on the Upswing Platform via the PhonePe Platform.
   10. You understand, acknowledge and agree that the booking of any Fixed Deposit(s) on the Upswing Platform is an independent transaction between You, Upswing and the respective Financial Institution(s) and that PhonePe is not involved in and/or responsible for Fixed Deposit creation, payment of interest on Fixed Deposit(s), pre-mature withdrawal of Fixed Deposit amount(s) and any other actions associated with the Fixed Deposit(s).
   11. PhonePe shall not be responsible for the fulfillment of any Fixed Deposit related services, including without limitation:
       1. Availability and/or functionality of the Upswing Platform;
       2. Accuracy and/or completeness of any information provided on the Upswing Platform;
       3. Successful creation/booking of any Fixed Deposit(s) and any issues arising in the course of Your booking of any Fixed Deposit(s);
       4. Any information / customer support in relation to the Fixed Deposit(s);
       5. Cancellation of any service by Upswing and/or the respective Financial Institution(s) in relation to the Fixed Deposit(s);
       6. The manner of performance of any services offered by Upswing and/or any Financial Institutions including any failure thereof to meet Your expectations;
   12. Any queries and/or grievances in relation to Your usage of the Fixed Deposit(s) must be addressed to the relevant Financial Institution and shall be governed by the grievance redressal policies of such Financial Institution. PhonePe’s role, if any, shall be limited to communicating to You, the responses on ‘as-is’ basis as received from Upswing and/or the Financial Institution, as the case may be.
   13. You hereby provide Your consent to PhonePe to share any information/document/details provided by You during the application journey for Fixed Deposit(s) with Upswing and/or the respective Financial Institution for processing Your application.
   14. The Financial Institution shall be solely responsible to conduct Your KYC and/or other due diligence and may require additional information/documents/details to be shared with them for processing Your application for Fixed Deposit. We may facilitate the collection and submission of such data/information to the Financial Institutions.
   15. To the extent permitted by applicable law, You agree to receive communications through emails, telephone and/or SMS, from PhonePe or its third-party vendors/business partners/ marketing affiliates or Financial Institutions regarding the services updates, information/promotional emails and/or product announcements.
   16. To the extent permitted by applicable law, You agree and consent to receive all communications at the mobile number provided by You, even if such mobile number is registered under Do Not Disturb (“DND”) / National Customer Preference Register (“NCPR”) list under the applicable law, including the rules and regulations made by the Telecom Regulatory Authority of India (“TRAI”). For this purpose, You further authorize the Company to share/disclose Your information to its group companies, Company’s third-party service provider or any authorized agents.
   17. While PhonePe takes reasonable steps to ensure that all communications are properly sent, there may be failure(s) in sending communications owing to issues such as any restrictions on the contact information, the phone number being registered under the DND list, insufficiency in email data storage, errors with telecom service providers etc. In consideration of the foregoing, PhonePe shall not be held responsible or liable for non-receipt of any communications.
   18. Your relationship with Upswing and the respective Financial Institution(s) shall be independently governed as per their respective terms and conditions agreed between You and the Financial Institution(s), without involving PhonePe in any manner.
   19. License and Access to PhonePe Platform
       1. You acknowledge and agree that PhonePe owns all legal right, title and interest in and to the PhonePe Platform and the Services, including any intellectual property rights which subsist in the PhonePe Platform and Services (whether those rights are registered or not). You further acknowledge that the Services may contain information which is designated confidential by Company and that You shall not disclose such information without Company`s prior written consent. The contents of the PhonePe Platform, including its “look and feel” (e.g. text, graphics, images, logos and button icons), photographs, editorial content, notices, software and other material are owned by/licensed to the Company and/or its third party service providers/their licensors, as the case may be, and are duly protected by them under applicable copyright, trademark and other laws.
       2. PhonePe hereby grants You a limited license to access and make use of the PhonePe Platform and the Services. This license does not include any downloading or copying of any kind of information for the benefit of another individual, vendor or any other third party or to create a derivative work from, modify, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services. Any unauthorized use by You shall terminate the permission or license granted to You.
       3. By using the PhonePe Platform, You agree not to: (i) use the PhonePe Platform or its contents for any commercial purpose; (ii) make any speculative, false, or fraudulent transaction or any transaction in anticipation of demand; (iii) access, monitor or copy any content or information of the PhonePe Platform using any robot, spider, scraper, or other automated means or any manual process for any purpose without PhonePe’s express written permission; (iv) violate the restrictions in any exclusion headers on the PhonePe Platform or bypass or restrict or circumvent other measures employed to prevent or limit access to the PhonePe Platform; (v) take any action that imposes, or may impose, in PhonePe’s discretion, an unreasonable or disproportionately large load on PhonePe infrastructure; (vi) deep-link to any portion of the PhonePe Platform (including, without limitation, the purchase path for any product/service) for any purpose without PhonePe’s express written permission; or (vii) “frame”, “mirror” or otherwise incorporate any part of the PhonePe Platform into any other website without PhonePe’s prior written authorization; or (viii) initiate any fraudulent applications or use the PhonePe Platform to commit any fraud with/on Company/Financial Institutions or any third party(ies); and (ix) provide any incorrect, incomplete or false information/ data to PhonePe and/or Financial Institutions.
   20. Privacy Policy. By using the PhonePe Platform, You hereby consent to the use of Your information as outlined in PhonePe’s Privacy Policy. This Privacy Policy explains how PhonePe treats Your personal information when You access the PhonePe Platform.
   21. PhonePe makes no warranty, express or implied regarding the quality of the Service, including but not limited to whether or not:
       • the Service will meet your requirements;
       • the Service will not be uninterrupted, timely or error free;
       • any products, information or material obtained by You in connection with the Service will meet Your requirements.
   22. You agree and understand that the Company has a limited role in the entire process, and it is only acting as a facilitator between You, Upswing and the Financial Institutions. You agree and understand that in case of any issue with the Fixed Deposit(s) offered by the Financial Institutions, Your rights will be governed as per the applicable laws and the terms and conditions of Upswing and the respective Financial Institutions. You further agree and undertake not to make PhonePe and/or PhonePe’s group entities a party to any dispute and/or make any claim against the PhonePe and/or PhonePe’s group entities pertaining to the Fixed Deposit(s).
   23. THE SERVICE IS PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS AND PHONEPE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL PHONEPE BE LIABLE TO ANY PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSSES, LOSS OF PROGRAMS OR OTHER DATA, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER ACTION, EVEN IF YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, THE PHONEPE PLATFORM, THE UPSWING PLATFORM OR ANY LINKED WEBSITE, OR ARISING OUT OF THE PRODUCTS/SERVICES OF UPSWING AND/OR THE FINANCIAL INSTITUTIONS OR ANY OTHER ACTION BY UPSWING AND/OR ANY FINANCIAL INSTITUTION OR BY VIRTUE OF THE SERVICE BEING PROVIDED / NOT PROVIDED OR ANY OTHER ACTION BY PHONEPE’S AFFILIATES OR BUSINESS PARTNERS.
   24. You unconditionally and unequivocally agree to keep PhonePe, its affiliates, and its/their respective directors, shareholders, officers, employees, agents indemnified against any and all claims, liabilities, demands, losses, expenses, costs (including reasonable attorney’s fees), regulatory actions, fines, penalties, or damages that they may suffer, incur or become subject to in connection therewith or arising from sharing and/or disclosing the aforesaid information including necessary Personal Information with Upswing and/or the Financial Institutions, or arising out of Your violation of these Terms and Conditions.
   25. These Terms and Conditions shall be governed by the laws of India and shall be subject to the exclusive jurisdiction of the Courts located in Bengaluru with regard to any dispute arising hereof.
   26. PhonePe is entitled to assign its rights hereunder to any third person without taking Your prior written consent. You may not assign Your rights and/or obligations under these Terms and Conditions to any person / entity without PhonePe’s prior written consent.
   27. You understand, agree and acknowledge that if any provision of these Terms and Conditions contravene or be illegal, invalid or unenforceable under the applicable laws, then such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Terms and Conditions. Such provision shall be deemed to be modified to the extent necessary to render it valid, legal and enforceable, and if no such modification shall render it valid, legal and enforceable, then the Terms and Conditions shall be construed as if not containing the provision held to be invalid, and the validity, legality and enforceability of the provisions or covenants of these Terms and Conditions shall be unaffected, and the rights and obligations of the parties shall be construed and enforced accordingly.
   28. You agree and acknowledge that information and content, including but not limited to any information pertaining to the Service, provided on the PhonePe Platform and/or on the Upswing Platform via the PhonePe Platform does not create any consultancy or any other professional relationship between You and PhonePe. The Service provided by PhonePe does not mean rendering of any legal, accounting, tax, consulting, investment or other advisory services to You or any other party.
   29. In case of any queries with respect the Service, please refer to the Grievance Policy.
   30. PhonePe reserves the right to discontinue or suspend, temporarily or permanently, the Service, without any prior notice to You. You agree that PhonePe will not be liable to You in any manner whatsoever for any modification or discontinuance of the Service.
   31. These Terms and Conditions may be modified by PhonePe in its sole discretion from time to time.