1. Introduction

1.1   Agya Technologies Private Limited (operating with the brand name 'Setu AA') ("Agya”, “Company”, “we”, “our”, “us”), a company incorporated under the Companies Act, 2013 and having its registered office at Third Floor, No. 2/1, Embassy Icon Annexe, Infantry Road, Bangalore Urban - 560001. is a Non-Banking Financial Company Account Aggregator (“NBFC-AA”), licensed by the Reserve Bank of India (“RBI”). We are licensed to perform account aggregation services (“Services”) on the request of a registered user (“you”, “your”) accessing this website (“the Website” and our application, Setu AA. (“Application”) (operated by Agya Technologies), collectively known as “Platform”.

1.2  Agya is licensed to fetch, aggregate and process Financial Information received from one or more Financial Information Providers (“FIPs”) with your explicit consent and share Financial Information with Financial Information Users (“FIUs”).

1.3   These Terms and Conditions ("Terms”) are published in accordance with the provisions of Rule 4 (1) of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2021 and the Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016 that require publishing the rules and regulations, privacy policy and Terms & Conditions for access or usage of the Application and/or Website.

1.4   We request you to go through these Terms and Privacy Policy and any guidelines, additional terms, policies, or disclaimers made available or issued by us from time to time carefully before you decide to access the Platform . By accessing the Platform , you also confirm that you are above 18 years of age. These Terms may be amended by us in accordance with the provisions hereunder, and the Terms, as amended from time to time, shall apply to you.

1.5  You understand that the Platform is meant for usage and access within the territory of the Republic of India, and cannot be accessed outside the territory of India. Agya is only bound by applicable laws of India and is not liable under any foreign laws.

1.6  These Terms constitute a binding and enforceable legal contract between Agya and you. By using the Services of the Platform, you agree that you have read, understood, and are bound by these Terms, and that you comply with the requirements listed here. If you do not agree to all of these Terms or to comply with the requirements listed herein, please do not access the Platform or use the Services.

2. Acceptance of the Terms

2.1  Agya reserves the right to change, add or remove portions of these Terms, at any time without any prior written notice to you. All modifications will be notified on this website. You agree to review these Terms periodically for updates. Your continued use of the Platform or the Services, after the publication of changes means that you have consented to the updated Terms and agree to be bound by it.

2.2  If you are using the Services under the authorisation of your organisation, you confirm that you have the valid authority and right to agree to these Terms on behalf of your organisation.

3. Definitions

3.1  “AA Master Directions” shall mean the Master Direction - Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016 as amended, revised, or updated from time to time.

3.2  “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgement, notification, order, decree, by-law, permits, licences, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any regulatory authority.

3.3  “Financial Information” shall have the same meaning ascribed to it in the AA Master Directions.

3.4  “Financial Information Provider” or “FIP” shall have the same meaning as ascribed to it in the AA Master Directions.

3.5  “Financial Information User” or “FIU” shall have the same meaning as ascribed to it in the AA Master Directions.

3.6  “Financial Sector Regulator” shall have the same meaning ascribed to it in the AA Master Directions.

3.7  Words that are capitalised within the Terms but not defined in this Clause 1 shall have the meaning ascribed to them in the specific clause.

4. Services

4.1  The Services provided by Agya allows you to retrieve and view your Financial Information which are available with different FIPs at one place, on Agya’s Platform.

4.2  The provision of any or all of the Services is subject to the sole discretion of Agya and its availability on the Platform.

4.3  Through our Platform, you may:

a. retrieve, view, consolidate and share Financial Information that is available with Financial Information Providers; and
b. present your Financial Information to Financial Information Users.

4.4  You represent that you are a legal owner of the account(s) and have the authority to designate Company as your agent, use the Services. You hereby authorise and appoint Company as your agent with limited power to access your Financial Information, sensitive personal information, etc., from FIPs to provide the Service to you.

4.5  All Financial Information retrieved by Company from FIPs are for Services only and not for any trading or transactional purposes.

4.6  You understand and acknowledge that (a) your right to access and use the Service is not transferable by you to any other person or entity, (b) you are not permitted to sub-license the Services or commercially exploit the Services.

4.7  We presently do not charge you any fees for your use of the Services. However, we reserve the right to charge you for the Services in the future. Should we intend to charge you for the Services, the fees shall be in line with our pricing policy available on our Platform. Additionally, any fees in the future shall be levied prospectively and you will be provided a prior written notice in such case.

4.8  Service availability: Your access and use of the Services may be interrupted from time to time for any of the several reasons, including, without limitation, the equipment breakdown, periodic updating, scheduled maintenance or repair of the Application or other actions that Agya deems necessary. Setu AA uses best efforts to provide the Services without any interruptions or hindrance, however, Company does not warrant that the functioning, security or accessibility of the Services will be uninterrupted or error-free, that defects will be corrected, or the Services or the server that makes it available will be free of viruses or other harmful elements. Notwithstanding anything contained anywhere in these Terms, you agree that Agya will not be held liable for any restriction, rejection or failure to provide Services due to the aforementioned.

5. User Registration

5.1  For the provision of Service, you may be required to fill an online form and register yourself on the Website or the Application. You may also be required to provide all information and submit all documents as may be required for registration for availing the Service on the website.

5.2  You agree to (a) provide true, accurate and complete registration information, and (b) maintain and keep updated the registration information to keep it true, accurate, current and complete. Agya has the right to suspend or terminate your user account and use of the Service if you provide any information that is found to be untrue, inaccurate, not current or incomplete, or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.

5.3  If you are registering on behalf of a corporate entity, you represent that (a) you are duly authorised by the corporate entity to accept these Terms, (b) you have the authority to bind that corporate entity to these Terms, (c) you are solely responsible for the consequences arising out of such acts and Company shall not be held liable in any manner to any person or entity.

5.4  By registering as a user, you authorise Agya to create and maintain an account in your name using your registration information in accordance with its Privacy Policy as part of providing the Service.

6. User Account

6.1  Upon successful registration, your user account will be activated. you agree and understand that (a) you shall not sell, transfer, or assign your user account to anyone else, (b) you are responsible for maintaining the confidentiality of the access/login credentials of your account, and (c) you are fully responsible for all activities that occur under your user account.

6.2  You are solely responsible for maintaining the security and confidentiality of your username and password and agree to immediately notify us of any disclosure or unauthorised use of your account or any other breach of security with respect to your account.

6.3  You expressly agree to be liable and accountable for all activities that take place through your account. We shall in no manner be liable for any unauthorised access to your account.

6.4  You acknowledge and accept that the Company has not independently verified the information provided by you. The Company shall in no way be responsible or liable for the accuracy, obsolescence, or completeness of any information provided by you.

6.5  If you provide any information that is untrue, inaccurate, obsolete, or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, obsolete, or incomplete, the Company reserves the right to suspend or terminate your account and refuse any and all current or future use of the Services by you.

6.6  You agree and understand that you will be solely responsible for maintaining the confidentiality of your password, which, together with your login ID, allows you to access the Services. The Company shall not be liable for any leak of information on your part and the consequences of the same. You agree to immediately notify us of any disclosure or unauthorised use of your credentials or any other breach of security concerning your account.

6.7  By providing us with your email address and mobile number, you agree to receive all required notices, notifications, and information electronically on that email address or mobile number. It is your responsibility to update any changes to your email address and mobile number.

6.8  If you become aware of any unauthorised use of your Account, you agree to notify us immediately at the customer service helpdesk, the details of which are available on the Platform. The Company shall not be liable for any unauthorised use or access unless it is proved that such unauthorised use or access occurred solely due to reasons directly attributable to Company.

7. Notifications

7.1  You understand that your registered email id and phone number may be used for generation of a One Time Password at the time of login, and for any communications to you for provision of the Services. You understand that you may not be able to opt-out of essential communications to you which are necessary for provision of the Services.

7.2  If you become aware of any unauthorised use of your user account or information, you agree to notify Agya immediately at legal@agya.co. Agya will not be liable for any loss or damage arising from your failure to maintain confidentiality of your user account.

7.3  As per Applicable Laws, we are required to notify you of the provisions of these Terms on an annual basis. You understand that you will receive communication from us on your registered email and you will not be able to opt out of such essential communication.

8. User Consent

8.1  Notwithstanding anything to the contrary hereunder and in accordance with the AA Master Directions, we do not store any Financial Information pertaining to you, except to the extent necessary to make the Financial Information available to you or, upon your consent, to a Financial Information User.

8.2  We do not retrieve, share, or transfer your Financial Information without your explicit consent. The Company shall perform the function of obtaining, submitting, and managing your consent in accordance with the AA Master Directions.

8.3  The data pertaining to you shall be accessed, stored and shared by Agya based on your explicit consent, as per the provisions of the Privacy Policy.

8.4  Consent Artefact: A consent artefact is a machine-readable electronic document that specifies the parameters and scope of data share that a user consents to in any data sharing transaction. You understand that Agya creates a consent artefact as per applicable laws which allow Agya to retrieve, share and transfer your Financial Information from the FIP to the FIU.

8.5  You will be informed of the attributes contained in the consent artefact at the time of collection of your explicit consent, and you will have the ability to modify this information and duration of consent provided. An indicative list of your information contained in the consent artefact is as follows:

a. identity of the user and optional contact information,
b. the nature of the Financial Information requested,
c. purpose of collecting information,
d. the identity of the recipients of the information, if any,
e. URL or other address to which notification needs to be sent every time the consent artefact is used to access information,
f. consent creation date, expiry date, identity and signature/ digital signature of the account aggregator, and
g. any other attribute as may be required by Agya as prescribed by the Regulator or applicable law.

8.6  Your information will only be shared with the FIU as expressly authorised by you.

8.7  You can revoke all or any of the consent(s) given to Agya to obtain your financial information, at any time. On receiving such a request, Agya will stop collecting your information from FIPs and cancel the related consents.

8.8  You agree that we may, in accordance with our Privacy Policy, collect and use your personal information and technical data and related information.

8.9  Subject to our Privacy Policy, we may use information and data pertaining to your use of the Services for analytics, trends’ identification, and statistics to further enhance the effectiveness and efficiency of the Platform.

8.10  Subject to Applicable Law, we may be directed by law enforcement agencies or the government and related bodies to disclose data related to you in connection with criminal proceedings. You understand and agree that in such instances, we shall have the right to share such data with relevant agencies or bodies.

9. Our Obligations

9.1  We shall provide the Services to you on the basis of your explicit consent.

9.2  We shall ensure that the provision of Services to you is backed by appropriate agreements and/or authorisations between us, you, and the Financial Information Providers.

9.3  We do not store any Financial Information that relates to you and which we may process in connection with the Services, and none of your Financial Information that is accessed by us from the Financial Information Providers shall reside with the Company.

9.4  We shall not use the services of a third-party service provider for undertaking the business of account aggregation.

9.5  We shall ensure appropriate mechanisms for proper customer identification.

9.6  We shall not access your user authentication credentials relating to accounts with various Financial Information Providers.

9.7  We shall share information with the Financial Information User as authorized by you in accordance with the terms of the consent provided by you.

9.8  We shall not use or access your Financial Information other than for performing Services as explicitly requested by you.

10. Third-Party Websites

10.1  By using the Services, you authorise Company to access third-party account websites (such as the websites of banks or other financial institutions where your account is maintained) designated by you to retrieve account information requested by you and you hereby appoint Company as your agent for this limited purpose. Further, you acknowledge that Agya is acting as your agent and not the agent on behalf of the FIPs.

10.2  The Services do not have the capability to initiate transactions affecting your third-party financial accounts or provide notices or instructions affecting such financial accounts. Transactional and informational activities initiated by you at such sites are not made through the Services and Agya assumes no responsibility for such activities. you are responsible for all charges associated with third-party accounts and agree to comply with such third party terms of use.

11. Company Representation and Warranties

11.1  Agya represents and warrants that:

a. It shall not use the services of a third-party service provider for providing the Services.
b. It shall not share any information that it acquires from you, without your explicit consent.
c. It shall not retrieve, share or transfer any of your information, without your explicit consent as documented in a valid consent artefact.
d. It shall share your financial information only with third parties as explicitly specified and consented by you.
e. It shall not request, access or store your user login credentials of your accounts with FIPs.
f. Services fully comply with applicable laws, specifically the RBI directions/guidelines in relation to account aggregation services as updated from time to time.

12. Your Responsibilites

12.1  You represent and warrant that all information that is provided through or in relation to the Services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while you avail the Services. Should any information that you provide change during the existence of these Terms, you undertake to immediately notify Agya of such change. Setu AA shall not be liable for any loss or damage that you may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if you fail to disclose any material fact.

12.2  You agree that you: (a) are responsible for ensuring compliance with applicable laws, and (b) are liable for any liability that may arise due to a breach of your obligations in this regard, (c) shall extend cooperation to Agya in its defence of any proceedings arising due to a breach of your obligations under these Terms.

12.3  You shall not use the Services in any manner except as expressly permitted in these Terms. you shall not:

a. use the Services to transmit any data or send or upload any material that contains viruses, trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware,
b. use any robot, spider, deep link or other automated device, or manual process to monitor or copy the Application or any portion thereof,
c. engage in the systematic retrieval of content from the Application to create or compile, directly or indirectly, a collection, compilation, database, or directory,
d. use the Services in (i) any unlawful manner, (ii) for fraudulent or malicious activities, or (iii) in any manner inconsistent with these Terms,
e. violate applicable laws in any manner,
f. Upload, develop, post, e-mail, transmit or otherwise make available any content that is unlawful, harmful, or unauthorised to be uploaded/shared as part of the Services,
g. Impersonate or misrepresenting any person or entity, including, but not limited to, individuals, officials, directors, employees, agents, authorised representatives, forum leaders, guides or hosts, or falsely state or otherwise misrepresent any information or accounts,
h. Override any security feature or bypass or circumvent any access controls or user limits of the Services,
i. Represent that you are affiliated with or endorsed by Agya without Agya’s express consent,
j. Monitor the Services’ availability, performance or functionality for any competitive purpose,
k. attempt to gain unauthorised access to any portion or feature of the website, or any other systems or networks connected to the Services or to any server, computer, network by hacking, password “mining” or any other illegitimate means,
l. probe, scan or test the vulnerability of the website or any network connected to the website nor breach the security or authentication measures on the website or any network connected to the website,
m. reverse look-up, trace or seek to trace any information on any other User of or visitor to website, or any other customer, including any account on the website not owned by you, to its source, or exploit the website or the Service or information available through the website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the website,
n. make any negative, denigrating or defamatory statements or comments about Agya or its brand name or domain name, or otherwise engage in any conduct or action that might tarnish the image or reputation, of Company or otherwise tarnish or dilute any Company’s trade or service marks, trade name and/or goodwill associated it,
o. use any device, software or routine to interfere or attempt to interfere with the proper working of the website, Application or the Services or any other person’s use of the Website,
p. host, display, upload, modify, publish, transmit, update or share any information which belongs to another person and to which you do not have any right,
q. infringe any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products, or
r. attempt to gain unauthorised access to any portion or feature of the Application, any other systems or networks connected to the Services, to any of Agya’s servers by hacking, password mining, or any other illegitimate means.

13. Know your Customer

13.1  Agya may be required to undertake certain know your customer (“KYC”) processes in relation to the Services. Towards this, you may be required to upload information and documents that may be necessary to ascertain your eligibility to use certain features of the Services (“KYC Documents”).

13.2  You authorise Agya, and any third-party service provider it may engage, to process your KYC Documents to ascertain your eligibility. Agya shall process your KYC Documents in accordance with its Privacy Policy. you agree to comply with such additional terms of service in the event a third party processes information under this clause.

13.3  You agree and acknowledge that (a) you will provide true, complete, and up-to-date KYC Documents, (b) any false or misleading information provided in this regard shall constitute a material breach of these Terms, and (c) your access to certain features of the Services may be limited or denied if you fail to share the required KYC Documents.

14. Intellectual Property

14.1  The contents of the website, Application and the Services, including its "look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including Html-based computer programs) and other material are the owned/licensed by/to Company and/or its suppliers or their licensors and are duly protected by them under applicable copyright, trademark and other laws.

14.2  You acknowledge and agree that Agya and/or its licensors or suppliers own all rights to this website, Application and the Services, the content displayed on the website and any intellectual or proprietary property and/or technology (in any form) made available to you as a part of the Services.

14.3  You acknowledge that the Services and any software used in connection with the Services contain proprietary and confidential information of Agya and/or its third-party licensors.

14.4  You are only permitted to access and use any of the Services as expressly authorised by these Terms. you may use the Services for your personal, internal and non-commercial use only. you shall not copy, modify, reprint, reproduce (electronically or otherwise), rent, lease, loan, sell, distribute, or create derivative works from any content on the website, the Application or the Services, in whole or in part, for any other purpose without Agya ’s prior written consent.

14.5  You agree not to reverse engineer or reverse compile any technology associated with the Services, including but not limited to any software applications associated with the Services, in whole or in part.

14.6  We may request you to submit suggestions and other feedback, including bug reports, relating to the Platform or Services from time to time (“Feedback”). We may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.

15. Compliance with the Law

You agree to comply with all Applicable Laws while using the Services. you agree not to use the Services for any illegal purpose or for the transmission of material that is unlawful, harassing, libellous (untrue and damaging to others), invasive of another's privacy, abusive, threatening, or obscene, or that infringes the rights of others. you shall also ensure that you are not prohibited, whether contractually or otherwise, from availing of the Services.

16. Termination of Services

Company has the right to immediately terminate your access or right to use the Services

(a) in case of any non-compliance or violation of these Terms,

(b)  if it is so required to be by an express direction of law or

(c)  you do not meet eligibility criteria stated under Section 1.4 of these terms.

17. Disclaimer

17.1  All data provided by Agya as part of the Services is on an “as is'' and “as available” basis, as obtained from the FIPs. Agya expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of accuracy, reliability, merchantability, fitness for a particular purpose and non-infringement.

17.2  Without limiting the foregoing, we make no warranty that:

a.  the Platform or the Services will meet your requirements or expectations, or that your use of the Services will be uninterrupted, timely, secure, or error-free; and/or
b.  any errors or defects in the Platform will be corrected.

17.3  Financial Information retrieved through the Services are for informational purposes only and are not intended for trading or transactional purposes. Agya shall not be responsible for any errors or delays in the data provided through the Services or for any actions taken in reliance thereon.

17.4  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT youR OWN DISCRETION AND RISK AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO youR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY you FROM US OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TO THE EXTENT THAT ANY PART OF THIS SECTION IS NOT CONSISTENT WITH ANY OTHER PART OF THESE TERMS, THEN THIS SECTION WILL PREVAIL.

17.5  To the fullest extent permissible by law, we, our affiliates, and related parties each disclaim all liability towards you for any loss or damage arising out of or due to:

a. your use of, inability to use, or availability or unavailability of the Services;
b. your use of, inability to use, or availability or unavailability of the Services;
c. your use of, inability to use, or availability or unavailability of the Services;

17.6  To the maximum extent under Applicable Law, you agree to waive, release, discharge, and hold harmless us, our affiliated and subsidiary companies, their parent companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of the Services.

17.7  Further, all Financial Information obtained from Financial Information Providers may be based on delayed feeds and may not reflect the real-time/rates. The Company shall not be responsible for any errors or delays in the Financial Information provided to end users as part of its Services or for any actions taken by end users in reliance thereon.

18. Indemnity

You agree to indemnify and hold harmless Agya, its owners, licensees, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from and against, any and all suits, actions and proceedings, claims, liabilities, losses, damages, costs and expenses, including reasonable outside attorneys’ fees, arising directly or indirectly in connection with (a) your violation of any law, regulation or order of any government or judicial authority, or (b) any act, omission, fraud, negligence or (c) default or breach of these Terms, or (d) any infringement of any intellectual property rights of Agya or any third-party.

19. Limitation of Liability

In no event shall Agya be liable to you or any third-party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, intangible, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, business interruption, loss of information, loss of savings or any other damages, even if Agya has been advised of the possibility of such damages, arising out of:

a. The use or the inability to access or use the Services,
b. Any products, data,information or service purchased or obtained or messages received through or from the Services,
c. Unauthorised access or use of your personal data used by you to access your third-party accounts,
d. Alteration of your transmissions or data obtained from/stored in your third-party accounts, or
e. Any other matter relating to the Services.

20. Grievance Redressal

Agya will provide the necessary support to you with regard to any grievances/complaints about the Services. All support shall be provided through email. For any support or help please send email to support@agya.co. Agya shall ensure that all customer grievances/complaints shall be addressed and resolved no later than one month from the date of receipt of such grievance/complaint. In case the resolution by Agya is unsatisfactory, you may appeal to the Reserve Bank of India. you are at liberty to approach any court of competent jurisdiction, authority or forum for grievance redressal at any time.

21. Governing Law and Jurisdiction

These Terms shall be governed in accordance with the laws of India. All legal proceedings arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in Bengaluru, India. All disputes that may arise shall be referred to arbitration by a sole arbitrator appointed by mutual agreement. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The proceedings shall be held in Bengaluru. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the Parties.