Terms of Use

1. Introduction

These Terms of Use constitute an electronic record under the Information Technology Act, 2000 and applicable rules, regulations, guidelines, and amendments made thereunder. These Terms govern Your access to and use of the UpZi mobile application, website, platform, products, services, features, and related offerings made available by Orvelor Private Limited (“Orvelor”, “UpZi”, “We”, “Us”, or “Our”).

By accessing, registering on, or using the Platform, You agree to be bound by these Terms of Use, the Privacy Policy, applicable partner terms, and all policies referenced or made available on the Platform from time to time. If You do not agree to these Terms, You must not access or use the Platform.

2. Definitions

For the purposes of these Terms, “Platform” means the UpZi mobile application, website, digital interface, services, tools, software, and related technology infrastructure. “User”, “You”, or “Your” means any person who accesses, registers on, or uses the Platform. “Digital Gold” means gold offered, issued, sold, stored, redeemed, bought back, transferred, or otherwise serviced by Safegold or such other authorized digital gold ecosystem partner as may be made available through the Platform. “Partner” means Safegold, payment gateways, banks, KYC agencies, custodians, refiners, vaulting partners, logistics providers, redemption partners, technology providers, and other third parties engaged for Platform services.

3. Eligibility

The Platform is intended for use by individuals who are competent to contract under applicable law and are at least eighteen (18) years of age. By using the Platform, You represent and warrant that You have the legal capacity, authority, and right to enter into these Terms and to perform Your obligations hereunder.

Where UpZi permits a Primary Account Holder to create or manage family member profiles, including profiles for minor children, such access shall be subject to parental or lawful guardian consent, verification requirements, Platform policies, applicable law, and the children’s privacy provisions set out in the Privacy Policy.

4. Account Registration and Security

To use certain Platform features, You may be required to create an account, provide accurate and complete information, complete mobile number or email verification, and undergo KYC, AML, fraud prevention, or other verification checks as required by UpZi, its Partners, or applicable law. You are responsible for maintaining the confidentiality of Your login credentials and for all activities conducted through Your account.

You agree to promptly notify UpZi of any unauthorized access, suspected compromise, misuse, or security incident relating to Your account. UpZi shall not be liable for any loss arising from Your failure to maintain account confidentiality or from unauthorized access caused by Your negligence, device compromise, sharing of credentials, or failure to follow security instructions.

5. Nature of Services

UpZi operates as a technology-enabled marketplace and facilitation platform for digital gold-related services. UpZi may enable Users to purchase, sell, redeem, gift, transfer, track, or manage Digital Gold through third-party ecosystem partners, including Safegold or other authorized partners. Unless expressly stated otherwise, UpZi does not itself manufacture, refine, store, insure, vault, certify, deliver, or buy back Digital Gold.

The purchase, sale, custody, storage, insurance, purity, redemption, delivery, transfer, gifting, buy-back, and related rights in respect of Digital Gold shall be governed by the terms, policies, confirmations, invoices, disclosures, and procedures of the relevant Digital Gold partner, as applicable from time to time.

6. Digital Gold Transactions

Digital Gold prices may be displayed on the Platform based on rates provided by the relevant partner and may fluctuate due to market conditions, taxes, charges, spreads, partner policies, system delays, or other factors. A transaction shall be deemed confirmed only upon successful payment, validation, reconciliation, and confirmation by UpZi or the relevant partner.

UpZi or its Partners may prescribe minimum and maximum transaction limits, holding limits, KYC thresholds, payment restrictions, redemption limits, delivery eligibility, lock-in periods, cooling-off periods, settlement timelines, operational cut-offs, and other conditions. UpZi may reject, suspend, reverse, cancel, delay, or restrict any transaction for reasons including failed payment, suspicious activity, incorrect information, regulatory requirements, technical errors, fraud prevention, risk management, or partner instruction.

6A. Systematic Investment Plans and Recurring Mandates

The Platform may allow You to establish a systematic investment plan (“SIP”) or similar recurring instruction. Depending on the mode selected by You, (i) Auto SIPs may be executed automatically through a recurring payment mandate, or (ii) Manual SIPs may require You to complete each purchase at an interval with or without receipt of a reminder or notification from the Platform. In each case Digital Gold is purchased automatically at a frequency, amount, and number of installments selected by You.

Authorisation

For Auto SIPs, the SIP operates through a recurring payment mandate registered with and executed by a third-party payment gateway or other authorised payment partner. By creating an Auto SIP, You authorise UpZi and its payment partners to initiate debits against Your registered payment instrument in accordance with that mandate until it is cancelled, completed, or otherwise terminated.

Execution and pricing

Each installment is executed at the price applicable at the time that installment is processed. For Manual SIPs, the installment will be processed only upon successful completion of the purchase by You with or without receipt of the applicable reminder or notification. Prices fluctuate, and the quantity of Digital Gold received will therefore vary between installments. UpZi does not guarantee execution on any particular date or at any particular price. Execution may be delayed by payment gateway processing, banking timelines, partner systems, public holidays, or operational cut-offs.

Failed installments

For Auto SIPs, where an installment fails, including for insufficient funds, an expired or revoked mandate, payment instrument failure, gateway rejection, or regulatory restriction, that installment may be skipped or retried, or the plan may be paused or halted, in accordance with Platform and partner policies. For Manual SIPs, an installment may be skipped if You do not complete the purchase following a reminder or notification. UpZi shall not be liable for any loss, foregone purchase, or difference in price arising from a failed, delayed, or skipped installment.

Cancellation

You may cancel a SIP at any time through the Platform. Cancellation takes effect prospectively. It does not reverse installments already executed, and may not stop a debit already in progress at the payment gateway. Cancellation of the underlying mandate at the gateway may take additional time to take effect.

In the case of Manual SIPs, cancellation will discontinue future reminders and scheduled installments.

Suspension and closure

UpZi or its Partners may pause, halt, cancel, or decline to execute a SIP for reasons including the sending of reminders in respect of Manual SIPs, failed payments, mandate expiry, suspected fraud, risk management, regulatory requirement, KYC status, partner instruction, or closure of Your account. Active mandates must be cancelled before an account can be closed.

A SIP created for the benefit of a child is funded and controlled by the Primary Account Holder, and the resulting Digital Gold is held in accordance with Section 9 of these Terms and the Privacy Policy.

7. Payments, Taxes, Refunds and Settlements

Payments may be processed through banks, payment gateways, payment aggregators, UPI service providers, card networks, wallets, or other authorized payment channels. You agree to provide valid payment details and authorize UpZi and its payment partners to process payments, refunds, settlements, chargebacks, reversals, and transaction-related instructions.

All applicable taxes, duties, levies, fees, charges, delivery costs, making charges, payment charges, partner charges, or statutory deductions shall be borne by the User unless expressly stated otherwise. Refunds, if any, shall be processed in accordance with applicable partner policies, payment channel rules, reconciliation timelines, and applicable law.

8. KYC, AML and Compliance

You agree to provide accurate, current, and complete information for KYC, identity verification, AML screening, sanctions screening, fraud prevention, tax reporting, and regulatory compliance. UpZi or its Partners may require PAN, Aadhaar-based verification where legally permissible, address proof, identity proof, bank account details, nominee details, photographs, video verification, or any other information required under applicable law or internal risk policies.

UpZi may suspend, restrict, freeze, terminate, or decline services if You fail to complete verification, provide false or misleading information, breach applicable law, trigger risk alerts, or are subject to regulatory, law enforcement, sanctions, fraud, or compliance concerns.

9. Family Member and Child Accounts

Where a Primary Account Holder creates or manages a profile for a minor child or other family member, the Primary Account Holder represents that they are legally authorized to do so and shall be responsible for all information, instructions, transactions, consents, nominations, gifts, holdings, redemptions, and activities associated with such profile. Minors shall not independently operate an account, initiate transactions, or provide information directly unless permitted by UpZi and applicable law.

10. User Obligations

• Use the Platform only for lawful purposes and in accordance with these Terms.
• Provide accurate, complete, and updated information.
• Comply with all applicable laws, tax obligations, KYC requirements, and partner policies.
• Maintain confidentiality of login credentials and device access.
• Promptly report unauthorized access, fraud, suspicious activity, or incorrect transactions.

11. Prohibited Use

You shall not misuse the Platform, conduct fraudulent or unlawful transactions, impersonate any person, provide false information, interfere with Platform security, reverse engineer or disrupt Platform technology, use automated systems without authorization, violate intellectual property rights, launder money, evade taxes, bypass KYC controls, exploit system errors, or use the Platform in any manner that may harm UpZi, its Partners, other Users, or the integrity of the Platform.

12. Third-Party Partners and Disclaimers

Certain products and services available through the Platform are provided by third-party Partners. UpZi may facilitate access, onboarding, technology integration, payment processing, communication, customer support coordination, or transaction visibility, but the underlying Digital Gold product and related obligations may be provided by the relevant partner. Users should review and comply with partner terms, disclosures, and policies before initiating transactions.

By using Digital Gold services through the Platform, You acknowledge and agree to be bound by Safegold’s terms of use, as amended from time to time:

Safegold Terms of Use

UpZi does not guarantee uninterrupted availability of partner services, market prices, redemption timelines, delivery timelines, partner systems, payment networks, vaulting arrangements, buy-back availability, or regulatory approvals. UpZi shall not be responsible for any act, omission, delay, error, default, insolvency, system failure, service disruption, policy change, or legal non-compliance attributable to any third-party Partner, except to the extent expressly required under applicable law.

13. Intellectual Property

All rights, title, and interest in the Platform, including software, source code, designs, trademarks, logos, content, workflows, user interfaces, databases, documentation, and other intellectual property, belong to UpZi or its licensors. You are granted a limited, revocable, non-exclusive, non-transferable right to access and use the Platform solely for personal and lawful purposes in accordance with these Terms.

14. Data Protection and Privacy

Collection, use, storage, disclosure, transfer, retention, protection, and processing of Personal Data shall be governed by the UpZi Privacy Policy, as amended from time to time. By using the Platform, You consent to the processing of Your information in accordance with the Privacy Policy and applicable law.

15. Warranties and Disclaimers

The Platform and services are provided on an “as is” and “as available” basis. UpZi does not warrant that the Platform will be uninterrupted, error-free, secure, free from viruses, or available at all times. Market-linked Digital Gold prices may fluctuate, and past prices, returns, savings, or transaction history should not be treated as assurance of future value, liquidity, or availability.

UpZi does not provide investment, tax, legal, financial, or wealth management advice. Users should independently evaluate the suitability, risks, costs, taxes, and implications of Digital Gold transactions before using the Platform.

16. Limitation of Liability

To the maximum extent permitted by applicable law, UpZi shall not be liable for indirect, incidental, special, punitive, exemplary, consequential, or remote losses, including loss of profit, data, opportunity, goodwill, expected savings, market value, or business interruption arising out of or relating to use of the Platform, partner services, failed transactions, price fluctuations, unauthorized access, force majeure events, technical failures, or User negligence.

17. Indemnity

You agree to indemnify and hold harmless UpZi, its directors, officers, employees, affiliates, agents, service providers, and Partners from and against any claims, losses, damages, liabilities, penalties, costs, and expenses arising from Your breach of these Terms, violation of law, misuse of the Platform, incorrect information, unauthorized transactions, tax non-compliance, fraud, negligence, or infringement of third-party rights.

18. Suspension and Termination

UpZi may suspend, restrict, deactivate, freeze, or terminate Your account or access to the Platform, in whole or in part, without prior notice where required for security, fraud prevention, legal compliance, partner instruction, non-payment, breach of these Terms, suspicious activity, regulatory requirement, risk management, or protection of UpZi’s rights and interests.

Termination shall not affect accrued rights, pending obligations, completed transactions, dispute resolution, payment liabilities, tax obligations, retention of records, indemnities, or provisions intended to survive termination.

19. Force Majeure

UpZi shall not be liable for any failure, delay, interruption, loss, or inability to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, riots, civil unrest, strikes, lockouts, cyberattacks, hacking, malware, system failures, telecom failures, payment network failures, partner outages, regulatory actions, government restrictions, pandemics, or any other force majeure event.

20. Amendments

UpZi may amend, modify, update, or replace these Terms from time to time. Material changes may be notified through the Platform, email, SMS, website notice, in-app notification, or other electronic means. Continued access or use of the Platform after such changes shall constitute acceptance of the revised Terms.

21. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Subject to any mandatory dispute resolution requirements under applicable law, the courts at Noida, Uttar Pradesh shall have exclusive jurisdiction over disputes arising out of or relating to these Terms, the Platform, or the services.

22. Grievance Redressal and Contact

For questions, complaints, notices, requests, disputes, or support relating to these Terms or the Platform, You may contact UpZi at:

• Name of Entity: Orvelor Private Limited
• Email: info@orvelor.com
• Address: 1207-A, 13th Floor, Mantova Tower, Mahagun Mezzaria, Sector-78, Noida, U.P. – 201301
• Customer Support: info@orvelor.com
• Grievance Officer: Sarah