IndiPe

Terms & Conditions

Partner Policy

The Partner Policy ("Policy") governs the onboarding, access, and participation of any individual or non-individual entity ("Partner") associated with Indipe for the purpose of facilitating mutual fund distribution activities through Indipe's technology platform. This policy shall read in conjunction with the Partner Agreement and shall form an integral part thereof.

1. REGULATORY STATUS AND APPLICABILITY

  1. 1.1. Indipe is an AMFI-registered Mutual Fund Distributor holding a valid AMFI Registration Number and operating strictly in accordance with the AMFI regulatory framework.
  2. 1.2. This Code applies to all Partners, including their partners, directors, officers, employees, sub-partners, agents, and representatives, who are engaged directly or indirectly in mutual fund distribution activities through or in association with Indipe.
  3. 1.3. Compliance with this code is mandatory and continuous, and any deviation shall be treated as regulatory breach.

2. MANDATORY COMPLIANCE

  1. 2.1. Every Partner shall, at all times strictly comply with:
    1. 2.1.1. the AMFI code of conduct.
    2. 2.1.2. the AMFI Master Circular (as amended from time to time),
    3. 2.1.3. the SEBI (Mutual Funds) Regulations, 1996 and all applicable SEBI circulars,
    4. 2.1.4. policies, procedures, and operational requirements prescribed by AMCs, RTAs, KRAs, and other intermediaries,
    5. 2.1.5. all other applicable laws, rules, and regulatory frameworks.
  2. 2.2. Any amendment, update, or new regulatory requirement issued by AMFI, SEBI, or any competent authority shall automatically apply, without the need for any separate intimation, amendment, or execution.

3. REGULAR PLAN ONLY - STRICT ADHERENCE

  1. 3.1. The Partner expressly acknowledges and undertakes that all mutual fund distribution activities conducted through, in connection with, or under the Indipe platform shall be restricted strictly and exclusively to Regular Plans, in full compliance with the AMFI Code of Conduct, the AMFI Master Circular, applicable SEBI regulations, and the policies and requirements of the concerned Asset Management Companies ("AMCs").
  2. 3.2. The Partner shall not, under any circumstances, whether directly or indirectly, whether by act or omission, and whether on its own or through any sub-partner, employee, representative, or affiliate:
    1. 3.2.1. deal in, facilitate, process, influence, recommend, route, enable, or otherwise participate in any Direct Plan transaction through the Indipe platform;
    2. 3.2.2. display, market, promote, compare, suggest, or make available any Direct Plan scheme;
    3. 3.2.3. represent, state, imply, or create an impression, whether expressly or by conduct, that Direct Plans are available, supported, or permissible through Indipe; or
    4. 3.2.4. assist any investor in accessing Direct Plans using Indipe's systems, data, or infrastructure.
  3. 3.3. The Partner further acknowledges that Indipe operates solely as an AMFI-registered Mutual Fund Distributor, and that facilitation of Direct Plans is not permitted under the existing regulatory framework applicable to Indipe.
  4. 3.4. Any involvement, attempt, facilitation, encouragement, or indirect association with Direct Plan transactions shall be deemed to constitute a serious violation of AMFI regulations and the AMFI Code of Conduct, and shall be treated as a material breach of this Code, entitling Indipe to:
    1. 3.4.1. immediately suspend or terminate the Partner's access without notice;
    2. 3.4.2. withhold or recover commissions, incentives, or payments, to the extent permissible under law; and
    3. 3.4.3. report such violation to AMFI, the concerned AMCs, and/or SEBI, wherever required or deemed appropriate.
  5. 3.5. The Partner shall fully indemnify and hold harmless Indipe from any regulatory action, penalty, loss, or liability arising from any breach of this clause.

4. NO ADVISORY / NO FIDUCIARY ROLE

  1. 4.1. The Partner expressly acknowledges that Indipe operates solely as an AMFI-registered Mutual Fund Distributor and does not provide investment advisory services. Accordingly, the Partner shall not represent itself, directly or indirectly, as an investment adviser, financial adviser, wealth adviser, portfolio manager, fiduciary, or in any other advisory or discretionary capacity, unless separately registered with the Securities and Exchange Board of India (SEBI) under the applicable regulations and expressly permitted in writing by Indipe.
  2. 4.2. Without prejudice to the generality of the above, the Partner shall not, under any circumstances, whether orally, in writing, digitally, through the Platform, marketing material, social media, presentations, communications, or otherwise:
    1. 4.2.1. provide or purport to provide investment advice, recommendations, opinions, or guidance in relation to any mutual fund scheme or investment decision;
    2. 4.2.2. assure, indicate, promise, or imply returns, income, performance, capital protection, or suitability of any scheme or product;
    3. 4.2.3. use or display advisory, suggestive, or inducive terminology, including but not limited to "recommended", "approved", "best", "top", "ideal", "safe", "guaranteed", "low-risk", or any similar expressions that may reasonably be construed as advisory or promotional in nature; or
    4. 4.2.4. engage in any conduct or communication that may create an impression of advisory, fiduciary, or suitability-based services, whether expressly or by implication.
  3. 4.3. The Partner shall ensure that it clearly communicates to investors that all investment decisions are taken by the investors at their sole discretion and risk, after reviewing the relevant scheme documents, and that neither Indipe nor the Partner assumes any responsibility or liability for such decisions.

5. MARKET & PRODUCT RISK DISCLOSURE

  1. 5.1. The Partner expressly acknowledges and agrees that all mutual fund investments are inherently subject to market risks, including but not limited to fluctuations in Net Asset Value (NAV), interest rate risk, credit risk, liquidity risk, concentration risk, market volatility, and risks arising from macro-economic, political, regulatory, or force majeure events.
  2. 5.2. The Partner further acknowledges that past performance of any scheme, fund, or asset manager is not indicative of future performance, does not guarantee returns, and does not ensure preservation of capital. No representation, illustration, or historical data shall be construed as a projection or assurance of future results.
  3. 5.3. It is expressly clarified that Indipe does not provide any warranty, representation, or assurance, whether express or implied, with respect to:
    1. 5.3.1. the performance, returns, or outcome of any mutual fund scheme;
    2. 5.3.2. the achievement of any investment objective;
    3. 5.3.3. the suitability or appropriateness of any scheme for any investor; or
    4. 5.3.4. the continued availability, offering, or operation of any scheme or product.
  4. 5.4. The Partner shall ensure that investors are clearly informed and reminded that investment decisions are taken solely at the investor's discretion and risk, and that neither Indipe nor the Partner bears any responsibility or liability for losses, shortfalls, or adverse outcomes arising from market movements or scheme performance.
  5. 5.5. The Partner confirms that investors are encouraged and required to carefully read and understand all applicable scheme-related documents, including the Scheme Information Document (SID), Statement of Additional Information (SAI), Key Information Memorandum (KIM), addenda, and statutory disclosures, prior to making any investment decision.
  6. 5.6. This disclosure forms an integral regulatory safeguard and shall apply uniformly to all activities conducted under the Policy, irrespective of the mode of interaction, platform, communication channel, or marketing medium.

6. THIRD-PARTY DEPENDENCY & OPERATIONAL LIMITATION

  1. 6.1. The Partner expressly acknowledges that the Indipe platform operates in coordination with multiple third-party service providers, including but not limited to Asset Management Companies (AMCs), Registrars and Transfer Agents (RTAs), KYC Registration Agencies (KRAs), banks, payment intermediaries, depositories, and technology vendors, over which Indipe has no control.
  2. 6.2. The Partner agrees that Indipe shall not be responsible for any delay, disruption, failure, error, or omission arising from the acts, omissions, system limitations, processing timelines, or operational decisions of such third parties, including issues relating to allotment, redemption, settlement, NAV applicability, KYC validation, or transaction confirmation.
  3. 6.3. The Partner shall ensure that investors are made aware that successful execution of transactions is subject to third-party processes and regulatory validations, and that Indipe's role is limited to facilitation and transmission of instructions.

7. DATA CONFIDENTIALITY, KYC HANDLING & DATA PROTECTION

  1. 7.1. The Partner shall strictly comply with AMFI Data Sharing Principles, applicable SEBI regulations, and data protection laws while collecting, accessing, handling, transmitting, or storing any investor or distributor data, including KYC information.
  2. 7.2. The Partner acknowledges that KYC records are governed by the KRA framework and that Indipe does not own or control the master KYC data. Any KYC data accessed or stored by the Partner shall be used solely for regulatory, operational, and audit purposes and not for any independent, commercial, or marketing use.
  3. 7.3. The Partner shall implement reasonable administrative, technical, and organisational safeguards to prevent unauthorised access, misuse, loss, or disclosure of data and shall ensure that access to such data is strictly limited to authorised personnel on a need-to-know basis.

8. COMMISSION, INCENTIVES & ETHICAL SALES PRACTICES

  1. 8.1. The Partner shall strictly adhere to AMFI and AMC guidelines relating to commission structures, and acknowledges that only trail-based commission in monetary form, supported by a proper audit trail, is permissible.
  2. 8.2. The Partner shall not, directly or indirectly, offer, promise, pass back, rebate, or share commission, nor provide any inducement, gift, voucher, incentive, or benefit to investors or prospective investors, whether in cash or kind.
  3. 8.3. The Partner shall ensure that sales practices remain ethical, transparent, and aligned with the fiduciary standards prescribed under the AMFI Code of Conduct, and that financial incentives do not form the basis of scheme selection or investor communication.

9. MARKETING, COMMUNICATION & PUBLIC REPRESENTATION

  1. 9.1. All communications, whether oral, written, digital, or through social media, shall be factual, balanced, non-misleading, and compliant with AMFI, SEBI, and AMC content standards.
  2. 9.2. The Partner shall not create, publish, circulate, or display any marketing or promotional material relating to mutual fund schemes except as permitted under applicable guidelines and, where required, approved by the concerned AMC.
  3. 9.3. The Partner shall refrain from making any false, exaggerated, comparative, or defamatory statements concerning Indipe, any AMC, any mutual fund scheme, AMFI, SEBI, or any other market participant, and shall maintain professional decorum at all times.

10. RECORD KEEPING, AUDIT SUPPORT & DISCLOSURES

  1. 10.1. The Partner shall maintain accurate, complete, and retrievable records relating to investor interactions, transaction facilitation, consents, disclosures, and communications, whether in physical or electronic form, in accordance with applicable laws and AMFI requirements.
  2. 10.2. Such records shall be retained for the period prescribed under law, regulatory guidelines, or AMC policy and shall be made available to Indipe, AMCs, AMFI, SEBI, or any competent authority upon request for audit, inspection, or verification purposes.
  3. 10.3. The Partner shall promptly disclose to Indipe any matter that may have a regulatory, compliance, or reputational impact, including any inquiry, notice, or action initiated by any regulator or authority.

11. REPRESENTATIONS, WARRANTIES & CONTINUING OBLIGATIONS

  1. 11.1. The Partner represents and warrants on a continuing basis that it is duly constituted, legally competent, and authorised to undertake mutual fund distribution activities under applicable law and AMFI guidelines.
  2. 11.2. The Partner confirms that all information, documents, declarations, and disclosures submitted to Indipe, AMFI, AMCs, RTAs, or KRAs are true, accurate, complete, and not misleading, and undertakes to promptly notify Indipe of any change therein.
  3. 11.3. These representations shall be deemed to be repeated and reaffirmed at all times during the subsistence of the association.

12. CONFLICT OF INTEREST & FAIR DEALING

  1. 12.1. The Partner shall avoid conflicts of interest to the maximum extent possible and, where unavoidable, shall ensure full, fair, and timely disclosure to investors in accordance with AMFI guidelines.
  2. 12.2. The Partner shall not allow financial incentives, commissions, or internal targets to influence scheme selection, communication, or investor interaction.
  3. 12.3. In case of distribution of schemes of group, associate, or affiliate AMCs (if applicable), the Partner shall ensure clear disclosure of such relationship to investors.

13. TRAINING, SUPERVISION & INTERNAL CONTROLS

  1. 13.1. The Partner shall ensure that all employees, representatives, and sub-partners engaged in mutual fund distribution are:
    1. 13.1.1. adequately trained,
    2. 13.1.2. aware of the AMFI Code of Conduct,
    3. 13.1.3. familiar with scheme documentation and risk disclosures, and
    4. 13.1.4. supervised appropriately.
  2. 13.2. The Partner shall maintain internal controls reasonably designed to prevent mis-selling, fraud, manipulation, churning, or other unfair trade practices.

14. INTELLECTUAL PROPERTY & PLATFORM USAGE

  1. 14.1. All intellectual property rights in the Indipe platform, systems, content, branding, and proprietary tools vest exclusively with Indipe.
  2. 14.2. The Partner is granted a limited, revocable, non-transferable permission to use the platform solely for permitted distribution activities in accordance with this Policy.
  3. 14.3. The Partner shall not:
    1. 14.3.1. copy, reverse engineer, modify, or misuse the platform;
    2. 14.3.2. permit unauthorised access; or
    3. 14.3.3. use the platform for any purpose not expressly permitted

15. NON-SOLICITATION & NON-CIRCUMVENTION

  1. 15.1. The Partner shall not, directly or indirectly, solicit or attempt to solicit Indipe's employees, consultants, AMC relationships, or other partners for competing or conflicting purposes during the association and for a reasonable period thereafter.
  2. 15.2. The Partner shall not circumvent Indipe's platform, systems, or AMC relationships for the purpose of avoiding compliance, commission structures, or regulatory oversight.

16. CONFIDENTIALITY

  1. 16.1. All non-public information relating to Indipe, investors, AMCs, business processes, data, or technology shall be treated as strictly confidential.
  2. 16.2. Such information shall be used solely for permitted purposes and shall not be disclosed except as required by law, regulator, or with prior written consent.

17. INDEMNITY & RISK ALLOCATION

  1. 17.1. The Partner shall remain solely responsible for its acts, omissions, representations, communications, and compliance failures, including those of its employees, representatives, or sub-partners.
  2. 17.2. The Partner shall indemnify and hold harmless Indipe from any loss, claim, regulatory action, penalty, or reputational harm arising from:
    1. 17.2.1. breach of this Policy,
    2. 17.2.2. violation of AMFI / SEBI / AMC requirements, or
    3. 17.2.3. misconduct or misrepresentation by the Partner.

18. AMENDMENTS & REGULATORY OVERRIDING EFFECT

  1. 18.1. This Policy may be updated by Indipe from time to time to reflect regulatory changes, operational requirements, or risk considerations.
  2. 18.2. In the event of any conflict between this Policy and any commercial understanding, the applicable regulatory requirements shall prevail. Subject to the foregoing, in the event of any inconsistency between this Policy and the Partner Agreement, the provisions of the Partner Agreement shall prevail.

19. GOVERNING LAW & INTERPRETATION

  1. 19.1. This Policy shall be governed by and construed in accordance with the laws of India.
  2. 19.2. This Policy shall be interpreted in a manner consistent with the AMFI Code of Conduct, AMFI Master Circular, and applicable SEBI regulations.

20. BINDING NATURE & ACKNOWLEDGEMENT

  1. 20.1. This Policy constitutes a mandatory Code of Conduct, and compliance with the same is a condition precedent and continuing obligation for association with Indipe.
  2. 20.2. Continued association, access to the platform, or facilitation of transactions shall constitute acceptance of this Policy and any amendments thereto, subject to the manner of acceptance and communication prescribed by Indipe from time to time.

This Code of Conduct is issued in alignment with the AMFI Code of Conduct, AMFI Master Circular for Mutual Fund Distributors, and applicable SEBI regulations. Compliance with this Policy is mandatory, continuous, and non-negotiable, and is intended to preserve the integrity of the mutual fund industry and protect investors, AMCs, and Indipe.