Investment Advisory Agreement and Terms of Service

Effective Date: 2026-04-19

This Investment Advisory Agreement and Terms of Service ("Agreement") governs your access to and use of the Qligence Capital platform, products, tools, subscriptions, dashboards, alerts, model portfolios, and related services (collectively, the "Services").

By creating an account, completing onboarding, subscribing to a strategy or quantcase, acknowledging a risk disclaimer, or otherwise using the Services, you agree to be bound by this Agreement, the Privacy Policy, and the Risk Disclaimer published on the platform.

1. Company Details

Brand Name: Qligence Capital
Service Provider: Qligence Capital
SEBI Investment Adviser Registration: INA000022002
Registered Address: F-304, Hawelia Valenova Park, Greater Noida West, Uttar Pradesh - 201318
Primary Contact: Abhishek Gupta
Support Email: support@qligence.capital

2. Regulatory Positioning and Scope

Qligence Capital operates as an investment advisory business and provides advisory-oriented digital services, including model portfolio access, strategy subscriptions, analytics, research support tools, portfolio insights, and workflow tools intended to help clients make informed investment decisions.

Qligence Capital is not your bank, broker, depository participant, exchange, clearing corporation, portfolio manager, or custodian. Unless expressly stated otherwise in a separate written agreement, Qligence Capital does not take custody of your money or securities and does not operate your broker account on a discretionary basis.

Nothing in this Agreement should be interpreted as:

a guarantee of returns,
an assurance of capital protection,
a promise of profitability,
discretionary management of your assets, or
authority for Qligence Capital to place trades without your review and action.

3. Definitions

For the purposes of this Agreement:

"Client", "you", and "your" mean the user, subscriber, or account holder using the Services.
"Platform" means the Qligence Capital website, dashboards, onboarding flows, APIs, alerts, and software interfaces.
"Advisory Content" means model portfolios, analytics, observations, allocations, research-supported insights, alerts, and strategy information made available through the Platform.
"Quantcase" means a subscription-based strategy, basket, portfolio idea, or model allocation made available through the Platform.
"Broker" means the regulated brokerage account provider connected by you to the Platform. As of the Effective Date, the active broker integration is Zerodha.
"Payment Processor" means the third-party service used to collect fees or subscription payments. As of the Effective Date, the active payment processor is Razorpay.
"Risk Profile" means your risk tolerance, investment horizon, financial situation, loss tolerance, objectives, and related suitability information submitted by you.
"Applicable Law" means all laws, regulations, circulars, notices, and regulatory requirements applicable to the Services and your use of them.

4. Eligibility

You may use the Services only if:

you are competent to contract under applicable law,
the information you provide is true, complete, and current,
you are at least 18 years old, and
your use of the Services does not violate Applicable Law, broker rules, or any restrictions applicable to your account.

If you are using the Services on behalf of another person, family, entity, or account, you represent that you are duly authorized to do so and that you accept responsibility for ensuring that this Agreement binds such person or entity.

5. Account Registration and Access

To access regulated or restricted features, you may be required to register an account, verify your email or mobile number through OTP, complete onboarding, provide KYC-related details, submit suitability information, and maintain accurate profile information.

You are responsible for:

maintaining the confidentiality of your login credentials,
ensuring that only authorized persons access your account,
keeping your mobile number and email address up to date,
reviewing platform notices, risk disclosures, and subscription terms, and
promptly notifying Qligence Capital if you suspect unauthorized access, account misuse, or inaccurate account information.

Qligence Capital may suspend or restrict access where account information appears incomplete, inaccurate, suspicious, or inconsistent with legal or compliance requirements.

6. KYC, Onboarding, and Client Information

You agree to provide such information and documents as may reasonably be required for onboarding, suitability assessment, grievance handling, audit trails, fraud prevention, service activation, or legal compliance. This may include identity information, PAN-related information, contact details, financial profile details, and other KYC or onboarding information.

You acknowledge and agree that:

incomplete or inaccurate information can affect the suitability and usefulness of any advisory output,
Qligence Capital may rely on the information supplied by you unless it has reason to believe it is incorrect,
certain Services may remain unavailable until onboarding or compliance requirements are satisfied, and
Qligence Capital may request updated information from time to time to maintain regulatory and operational compliance.

7. Nature of Services

The Services are designed to support investment decision-making by providing structured advisory information, model allocations, strategy subscriptions, alerts, investment views, and workflow tools. Depending on the product, the Services may include:

access to model portfolios or quantcases,
portfolio or allocation ideas,
periodic updates or strategy changes,
dashboards, analytics, and summaries,
alerts or notifications,
broker-linking utilities, and
payment, subscription, and account management workflows.

The Services are advisory and facilitative in nature. You remain responsible for evaluating whether any strategy, recommendation, allocation, insight, or subscription is appropriate for your needs.

8. Suitability, Risk Profiling, and Client Responsibility

Suitability depends on the accuracy and completeness of your Risk Profile and other information submitted by you. Qligence Capital may use your onboarding responses, risk questionnaire responses, service selections, and profile information to determine whether a product or strategy appears suitable for you.

You acknowledge that:

suitability assessments are based on the information you provide,
changes in your financial circumstances, liquidity needs, goals, or risk tolerance may affect suitability,
you should update your information promptly if your circumstances change,
any suitability output is not a substitute for your own judgment, and
you remain responsible for determining whether to proceed with a subscription, allocation, or trade.

If you believe a strategy or advisory output is no longer suitable, you should refrain from acting on it and contact support if clarification is required.

9. No Assured Returns and Market Risk

All investments and market-linked strategies are subject to market risk, liquidity risk, execution risk, technology risk, and other risks. Backtested, historical, simulated, hypothetical, or model performance does not guarantee future results.

You agree that:

no representation is made that any strategy or quantcase will achieve profits or avoid losses,
losses can be substantial and may include loss of capital,
market conditions may change rapidly and unpredictably, and
you should review the Risk Disclaimer carefully before subscribing to or acting on any strategy.

10. Subscription Products and Quantcases

Certain Services are offered on a subscription basis. A subscription may relate to a strategy, quantcase, model allocation, premium dashboard feature, or other advisory module made available on the Platform.

Before a subscription is activated, you may be required to:

complete onboarding requirements,
acknowledge applicable legal and risk documents,
verify your mobile number or other channel through OTP,
pay the applicable fee through the Platform's approved payment flow, and
satisfy any product-specific eligibility or compliance requirement.

Subscription terms, billing intervals, fees, and renewal settings may differ by product and will be shown on the relevant product page, pricing summary, checkout flow, or subscription confirmation.

11. Fees, Billing, Taxes, and Refunds

Fees for the Services may vary by product, strategy, client segment, billing frequency, or commercial arrangement. Fees may be fixed, periodic, usage-linked, or otherwise structured as disclosed at the time of purchase or subscription.

You agree that:

applicable fees, taxes, and charges must be paid through approved payment methods,
cash payments are not accepted through the Platform,
subscriptions or paid Services may be suspended, denied, or discontinued if payment is incomplete, reversed, disputed, or rejected,
taxes, statutory charges, and gateway fees may apply where relevant, and
refund eligibility, if any, will be governed by the product-specific terms, billing summary, checkout terms, or mandatory legal requirements.

Unless otherwise required by law or expressly stated on the Platform, payment obligations already incurred for Services made available to you may not be reversible merely because you choose not to continue using them.

12. Payment Processor Disclosure

Qligence Capital currently uses Razorpay and related payment infrastructure to process certain payments. By making a payment on the Platform, you also agree to comply with the applicable payment processor terms to the extent relevant to your transaction.

Qligence Capital is not responsible for independent failures, outages, settlement delays, bank-side blocks, chargeback processes, or technical interruptions attributable solely to the payment processor, banks, card networks, UPI rails, or other third-party financial infrastructure. However, Qligence Capital will use reasonable efforts to assist with payment-status support for Platform transactions.

13. Broker Account Linking and Zerodha Disclosure

Certain Services may allow you to connect your brokerage account to the Platform for viewing account data, preparing order workflows, reconciling positions, or facilitating action on strategy outputs. As of the Effective Date, the active broker integration on the Platform is Zerodha.

By connecting a broker account, you authorize the Platform to receive and use broker data that is necessary to provide the relevant feature or workflow, subject to the Privacy Policy and applicable broker permissions.

You acknowledge that:

the broker account remains your account and continues to be governed by your agreement with the broker,
your funds and securities remain with the broker and relevant market infrastructure, not with Qligence Capital,
Qligence Capital does not become your broker, custodian, or depository participant merely because a broker connection exists, and
any brokerage charges, exchange charges, taxes, margin requirements, and broker-level obligations remain your responsibility.

14. Order Placement and Execution Responsibility

Qligence Capital may provide trade ideas, allocations, rebalance suggestions, or order preparation workflows through the Platform. However, unless expressly agreed in a separate written arrangement permitted by Applicable Law, Qligence Capital does not place trades on your behalf under standing discretionary authority.

You remain responsible for:

reviewing the strategy output or advisory suggestion,
deciding whether to proceed,
clicking, confirming, or otherwise authorizing any order placement action required in the Platform or broker interface,
verifying quantities, prices, product types, and account details before submission, and
monitoring the execution status and resulting positions in your broker account.

Qligence Capital does not guarantee execution, fill price, fill quantity, order acceptance, timing, or successful completion of any order. Orders may be delayed, rejected, partially executed, modified by market conditions, or fail because of broker, exchange, margin, connectivity, or account-level issues.

15. Advisory Limitations

The Services are intended for informational and advisory use and should not be interpreted as:

legal advice,
tax advice,
accounting advice,
portfolio management services,
brokerage services, or
a promise that any strategy is suitable for all clients.

You should obtain independent professional advice where required for your specific legal, tax, accounting, or estate-planning circumstances.

16. Platform Availability, Technology, and Operational Risk

The Platform relies on software, networks, APIs, data feeds, cloud infrastructure, messaging services, brokers, payment processors, and other third-party systems. Availability may be affected by maintenance, updates, outages, cyber incidents, latency, capacity constraints, force majeure events, or failures of third-party infrastructure.

You acknowledge that interruptions may affect:

access to dashboards or subscriptions,
alert delivery,
payment confirmation,
broker connectivity,
order preparation or submission workflows, and
data freshness or visibility.

Qligence Capital will use reasonable efforts to maintain service continuity but does not warrant uninterrupted, error-free, or always-available operation.

17. Electronic Records, OTP Acknowledgments, and Consent

You consent to the use of electronic records, digital workflows, click-wrap acceptances, and OTP-based acknowledgments for account creation, legal acceptance, subscription activation, and other platform events where the Platform requires such confirmation.

Where the Platform requires OTP confirmation for a subscription or legal acknowledgment, you agree that:

the OTP flow is part of the Platform's authorization and recordkeeping process,
an action completed after successful OTP verification may be treated as valid electronic acknowledgment by you,
you are responsible for maintaining control over the phone number, email address, or device used to receive such OTPs, and
you must not share OTPs, passwords, or broker credentials with any person.

Platform records maintained in the ordinary course of business may be used to evidence your acknowledgments, subscription actions, and account activity.

18. Client Conduct and Restrictions

You agree not to:

misrepresent your identity, authority, KYC details, or financial profile,
use the Services for unlawful, manipulative, abusive, or fraudulent activity,
copy, redistribute, resell, publish, or circulate paid or restricted Advisory Content without authorization,
attempt to reverse engineer, disrupt, overload, or compromise the Platform,
use automated means to scrape or extract protected content without written permission, or
use the Services in a way that violates Applicable Law, exchange rules, or broker restrictions.

Qligence Capital may investigate suspected misuse and may suspend access, preserve records, or cooperate with lawful requests from regulators, brokers, exchanges, or enforcement authorities.

19. Intellectual Property and Permitted Use

All software, designs, workflows, content, data presentations, branding, marks, documentation, and platform materials made available by Qligence Capital are owned by Qligence Capital or its licensors and are protected by applicable intellectual property laws.

Subject to this Agreement, Qligence Capital grants you a limited, non-exclusive, non-transferable, revocable right to use the Services for your own internal and lawful use. No ownership rights are transferred to you.

20. Third-Party Services and Dependencies

The Platform may rely on or integrate with third-party service providers, including brokers, payment processors, data providers, communication vendors, authentication providers, cloud infrastructure providers, and other technology vendors. Such services may have independent terms, privacy notices, operating procedures, and outage conditions.

Qligence Capital is not responsible for independent acts or omissions of third parties where the issue arises outside Qligence Capital's reasonable control. This does not limit any responsibility that cannot be excluded under law, but it does mean that broker outages, bank-side delays, payment network failures, telecom issues, and exchange-side events may impact your experience without constituting a breach by Qligence Capital.

21. Privacy and Data Use

Your use of the Services is also governed by the Privacy Policy. You agree that Qligence Capital may collect, process, store, and use your data for onboarding, suitability assessment, subscription management, platform operations, support, security, analytics, compliance, recordkeeping, fraud prevention, dispute handling, and other lawful purposes described in the Privacy Policy.

Where the Platform connects with a broker or payment provider, you consent to the limited sharing or retrieval of data necessary to support the requested workflow.

22. Communications

You consent to receive service-related communications electronically, including emails, SMS messages, in-platform notices, transaction updates, OTPs, subscription notifications, legal updates, and support communications.

You are responsible for ensuring that your registered email address and mobile number remain functional and accessible. Qligence Capital is not responsible for non-delivery caused by spam filters, telecom issues, deactivated numbers, mailbox failures, or incorrect contact details provided by you.

23. Suspension, Restriction, and Termination

Qligence Capital may suspend, restrict, or terminate access to some or all Services if:

you breach this Agreement or any incorporated policy,
your account information is false, incomplete, or materially outdated,
payment obligations remain unpaid or are reversed,
your use of the Platform creates legal, regulatory, security, operational, or reputational risk,
required compliance steps are not completed, or
Qligence Capital is required to do so by law, a regulator, a broker, or a lawful authority.

You may stop using the Services at any time, but discontinuing usage does not automatically cancel a subscription, reverse a completed payment, or extinguish accrued obligations. Subscription cancellation, pause, renewal, and refund consequences will be governed by the relevant product terms and applicable law.

Termination or suspension of Services does not automatically cancel or alter positions already held in your broker account. You remain responsible for your broker account, positions, holdings, and any action required after access to the Platform ends.

24. Grievance Redressal and Dispute Handling

For questions, service complaints, or grievances relating to the Platform or Services, you may contact Qligence Capital at support@qligence.capital.

Qligence Capital will endeavor to review and address grievances in a fair, transparent, and reasonably timely manner. If you are dissatisfied with the resolution, you may use any grievance or dispute-resolution channels available under Applicable Law, including SEBI-regulated escalation mechanisms such as SCORES and any applicable online dispute resolution framework.

25. Limitation of Liability

To the maximum extent permitted by law, Qligence Capital shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential losses, including loss of profits, opportunity loss, loss of data, business interruption, market losses, or losses arising from delayed or failed execution, where such loss results from market movement, broker-level issues, payment processor issues, telecom outages, exchange events, third-party system failures, or your own acts or omissions.

Nothing in this Agreement excludes liability that cannot lawfully be excluded. Subject to the foregoing and to Applicable Law, Qligence Capital's aggregate liability arising directly from the Services shall not exceed the fees actually paid by you to Qligence Capital for the specific Service giving rise to the claim during the six months preceding the event that gave rise to the claim.

26. Indemnity

You agree to indemnify and hold harmless Qligence Capital, its affiliates, personnel, and service providers from and against claims, losses, liabilities, damages, and reasonable costs arising out of:

your breach of this Agreement,
your misuse of the Services,
inaccurate or misleading information supplied by you,
unauthorized sharing or circulation of restricted Advisory Content by you, or
your violation of Applicable Law or third-party rights.

27. Conflicts, Disclosures, and Regulatory Compliance

Qligence Capital will endeavor to operate the Services in accordance with Applicable Law and internal compliance processes. Where required, relevant disclosures, limitations, and risk notices may be provided on the Platform, in product pages, in subscription flows, or in separate disclosures.

You acknowledge that regulatory requirements may change over time and that the Platform or Services may be modified, restricted, or withdrawn to remain compliant with Applicable Law, broker requirements, or operational constraints.

28. Changes to the Agreement

Qligence Capital may revise this Agreement from time to time. Updated versions may be published on the Platform and may become effective on the date stated in the updated version or as otherwise communicated.

Where required by law, material changes may be notified to you and may require renewed acknowledgment before continued use of certain Services.

29. Governing Framework

This Agreement is subject to Applicable Law in India. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

Any mandatory rights or remedies available to you under Applicable Law will continue to apply notwithstanding anything stated in this Agreement.

30. Entire Agreement and Document Hierarchy

This Agreement, together with the Privacy Policy, Risk Disclaimer, product-specific subscription disclosures, checkout summaries, and any additional written terms expressly incorporated into the relevant workflow, forms the binding framework governing your use of the Services.

If there is a direct conflict between this Agreement and mandatory terms disclosed in a product-specific or legally required workflow, the more specific or legally required term will govern for that particular subject matter.

31. Contact

For support, grievance initiation, or legal communication relating to this Agreement, contact:

Qligence Capital
F-304, Hawelia Valenova Park
Greater Noida West, Uttar Pradesh - 201318
Email: support@qligence.capital