1.
Introduction
1.1. Icarus is an application (app) developed by Icarus Wealth Limited
for the purpose of enabling New Zealand residents to invest in Indian mutual
funds.
1.2. The platform is operating from New Zealand.
1.3. Icarus provides access to Indian investment products by making them
accessible to you through our app. We do not create or issue financial products
ourselves and so cannot guarantee the value or results of the products you buy
through our app. It is essential you personally consider the merits of the
investments you make before investing.
1.4. Our terms and conditions cover your use of any product or service
offered by Icarus Wealth Limited or its subsidiary companies. They provide our
responsibilities to you, and your responsibilities to us.
2.
Governing law and
jurisdiction
2.1. These terms are governed by the law of New Zealand.
2.2. The tax laws of India and New Zealand apply to investments through
the app.
2.3. The platform is registered in New Zealand as a Financial Services
Provider. It is also registered as a reporting entity under the Anti-Money
Laundering & Countering Financing of Terrorism Act 2009. It is supervised
by the Financial Markets Authority (FMA).
2.4. Indian law applies to any money you invest into the Indian market. Icarus
is regulated by the Securities and Exchange Board of India (SEBI) and complies
with strict regulatory standards, ensuring the safety and security of investor
assets. This includes the Securities and Exchange Board of India (SEBI) Act and
associates regulations.
2.5. Icarus will provide details of the customer's country of residence,
citizenship, PAN card (tax ID for Non-Resident Indians), and transaction
reporting every quarter to SEBI and Axis Bank part of the monitoring
requirements.
2.6. Icarus Wealth Limited is registered with the Insurance and Financial
Services Ombudsman Scheme (IFSO) for the resolution of complaints and disputes.
3.
Acceptance of Terms
3.1. By accessing or using the Icarus mobile app and any associated
services (together, the “Services”), you (the “Customer”) and any entity you
are authorised to represent agree to be bound by these General Terms and
Conditions (“Terms”) and our Privacy Policy.
3.2. You must read these Terms and our Privacy Policy carefully. If
anything is unclear, please contact us at support@icarus.co.nz before
continuing to use the Services.
3.3. Third parties may impose their own additional rules and terms
(“Third-Party Terms”) relating to certain products, features or integrations.
We will communicate these to you where they apply.
3.4. You agree to comply with all Third-Party Terms and accept them where
required in order to use those products, features or integrations.
3.5. All intellectual property rights in the Services, including our
branding, content, software, technology, and documentation, are owned by Icarus
or its licensors. Nothing in these Terms grants you any rights to use our
trademarks or other intellectual property.
3.6. By using the Services, you authorise Icarus to act on your behalf to
provide any necessary consents or instructions to receive funds, payments, or
income through third-party platforms as required to deliver the Services.
3.7. Capitalised terms used in this section but not defined in the Terms are
defined in the Dictionary at the end of these Terms.
4.
Service Availability
4.1. Other than as expressly set out in these Terms, we provide the
Services on an “as is” basis and make no specific promises regarding their
security, uninterrupted operation, or error-free performance. We undertake to
deliver the Services with reasonable care and skill in accordance with our
legal obligations, but you acknowledge that there may be times when the
Services may become limited or unavailable, or may not function as expected.
4.2. From time to time, you may be required to install updates or
upgrades to continue using the Services.
4.3. We may temporarily suspend your access to or use of all or part of
the Services if we reasonably determine it is necessary, including:
4.3.1.
for technical, legal, or
regulatory reasons (such as compliance with the Bombay Stock Exchange (BSE),
the National Stock Exchange (NSE) of India, or other regulators).
4.3.2.
during emergencies or periods
of exceptionally high trading activity.
4.3.3.
to protect our Customers or
Icarus Wealth Limited or its subsidiaries from fraud, security breaches, or
other harm.
4.3.4.
to ensure other Services remain
available to you or our other Customers.
4.3.5.
if our systems, or those of our
Support Team or third-party providers, are unavailable or malfunctioning.
4.3.6.
for maintenance, upgrades, or
performance improvements of our systems.
4.4. We are not liable for any loss, damage, or inconvenience you may
suffer as a result of the unavailability of the Services or any suspension
under this section.
5.
Market Information
5.1. We may provide, pass on, link to, curate, and generate general
investment and wealth development information or tools through our Services or
Website (collectively, “Market Information”), including:
5.1.1.
definitions of investment
terminology;
5.1.2.
pricing data and market news;
5.1.3.
returns and performance metrics;
and
5.1.4.
calculation tools and other
investor resources.
5.2. Market Information is intended solely to help you make informed
decisions and does not constitute financial, legal, tax, or investment advice.
5.3. All Market Information is owned by, or licensed to, Icarus Wealth
Limited or its subsidiaries, or is publicly available. You may use our Market
Information only for your personal, non-commercial purposes. You may not copy,
reproduce, distribute, modify, or create derivative works from any Market
Information without our prior written consent.
5.4. Market Information is provided on an “as is” and “as available”
basis. We do not guarantee:
5.4.1.
continuous or uninterrupted
access to any Market Information.
5.4.2.
accuracy, completeness,
reliability, or timeliness of the data.
5.4.3.
that the information will meet
your particular needs or function without error.
5.5. We may modify, suspend, or discontinue any aspect of Market
Information at any time without notice.
5.6. To the fullest extent permitted by law, Icarus Wealth Limited and
its licensors disclaim all warranties, whether express or implied, regarding
Market Information. Icarus or associated entities and persons are not
responsible or liable for any use by you of the Market Information.
6.
Eligibility and Account Opening
6.1. To open an Account and use our Platform, you must:
6.1.1.
be at least 18 years old and a
resident of New Zealand.
6.1.2.
be a natural person (unless
otherwise agreed in writing);
6.1.3.
hold a New Zealand bank account
registered in your name;
6.1.4.
have a New Zealand residential
address;
6.1.5.
provide all information we
request, and confirm it is accurate, complete, and up-to-date;
6.1.6.
agree to comply with our Terms;
6.1.7.
provide any required tax
information;
6.1.8.
comply with all applicable
local laws regarding foreign investment; and
6.1.9.
adhere to any transaction or
account minimums and maximums displayed on the Platform.
6.2. We reserve the right, at our sole discretion, to modify or waive any
eligibility criteria at any time.
6.3. We are under no obligation to open an Account for you or explain our
reasons if we decline to.
7.
Customer Information and
Verification
7.1. We may request additional information at any time for identity
verification, anti-money-laundering laws, or other lawful purposes.
7.2. You must promptly provide the requested information and update any
changes directly in the Platform or by notifying us.
7.3. If you fail to supply or update required information, we may suspend
your access, liquidate your investments, and close your Account.
7.4. User identity verification will be conducted through Aply ID.
8.
Account Use, Modification, and
Termination
8.1. You may use our Platform only for your own personal investments,
unless we agree in writing to allow trust, group, or business investing,
subject to additional terms.
8.2. We may suspend or terminate your Account at any time, with or
without cause, and without providing reasons.
8.3. Upon termination or suspension, we may liquidate your investments,
withhold any unsettled funds, and retain any residual balance at or below
$0.01.
8.4. Dormant or inactive Accounts may be subject to additional review and
closure where Icarus considers appropriate.
8.5. Closing of accounts
8.5.1.
You can close your account as
long as there is no balance or securities left in it.
8.5.2.
Accounts can be closed via the Icarus
app or from the contact page on the website.
8.5.3.
There is no closing fee.
8.5.4.
You will receive email
confirmation of the closure of your account.
8.5.5.
If the account is not empty,
the Icarus team will be unable to close the account and will contact you to
discuss.
9.
Transaction and Funding
Requirements
9.1. All deposits and withdrawals must be in NZD, via a local bank
account in your name.
9.2. You may only top up your Wallet from a New Zealand-registered bank
account.
9.3. We apply rounding to Wallet and Portfolio values; some calculations
may use more decimal places behind the scenes.
9.4. Withdrawals must be sent to the same bank account from which funds
originated.
9.5. Funds from sell Orders may appear available before settlement but
cannot be withdrawn or used until settlement completes.
10. Rights and Disclaimers
10.1.
If we mistakenly credit your
Account with funds or investments that do not belong to you, we may immediately
reverse those credits. If you have already withdrawn or traded in error, you
are liable to repay us the full value.
10.2.
If you deposit money with
incorrect reference details, we may hold those funds while awaiting your
instructions. Unidentified funds may be returned to the source after a
reasonable period, in accordance with law.
10.3.
We may suspend withdrawals or
request further documentation if we suspect financial crime, fraud, or
non-compliance
11. Compliance and Conduct
11.1.
You agree to comply at all
times with these Terms, any Market Conduct Rules, all applicable law (including
but not limited to New Zealand and Indian law applicable to the Services) and
our reasonable instructions.
11.2.
You must not use our Services
to conduct or support illegal activities, including money laundering, financing
terrorism, or market manipulation.
11.3.
All information sent through
your Account is deemed a valid instruction from you and you are responsible for
its accuracy.
12. Account Security
12.1.
You are responsible for all
activities on your Account and must take reasonable steps to secure it,
including:
12.1.1.ensuring
no one else uses your account or observes you entering your credentials.
12.1.2.regularly
updating your password and never recording it in a way others could find or
sharing it.
12.1.3.not
leaving devices unattended while signed in.
12.1.4.keeping
your electronic devices free from malware and physical tampering.
12.2.
You must notify us immediately
if you suspect your credentials have been compromised or if there has been any
unauthorised access or use of your Account.
13. Information and Updates
13.1.
You must provide and maintain
accurate, complete, and up-to-date information (personal details, contact
information, tax residency, bank account).
13.2.
You must notify us immediately
of any changes to your information or circumstances that affect your use of the
Services.
14. Behaviour and Prohibited Actions
14.1.
You must not attempt to
introduce viruses, malware, or other harmful code into our Services or any
third-party systems accessed through them.
14.2.
You must refrain from posting
or sharing illicit, offensive, or infringing content via our Services.
14.3.
You must not reverse-engineer,
circumvent, or interfere with our systems, security controls, or any part of
the Platform.
15. Account Suspension and Termination
15.1.
We may suspend or terminate
your Account, with or without cause, including for:
15.1.1.fraud,
suspected fraud, or security breaches
15.1.2.non-compliance
with these Terms or Applicable Law
15.1.3.repeated
failed Customer Due Diligence checks or other requests
15.2.
During suspension, you cannot
access or transact on the Platform. Upon termination, we may liquidate your
positions and withhold unsettled funds.
16. Payments and Indemnity
16.1.
You are liable for any amounts
you owe us, including fees, levies, and costs arising from your use of the
Services.
16.2.
You agree to indemnify and hold
us harmless from any losses, damages, claims, or costs resulting from your
breach of these Terms or applicable law.
17. Confidentiality
17.1.
You and we must each keep
confidential any non-public information received in connection with your use of
the Services, except as required by law or with prior written consent.
18. Fees and Commissions
18.1.
A standard brokerage fee of 1%
of each trade value is deducted from your balance upon purchase, unless
otherwise stated (for example, during promotions).
18.2.
No currency conversion fees
apply.
18.3.
No withdrawal fees apply.
18.4.
Fee percentages or calculation
methods may vary during special offers or at other times.
19. Taxes
19.1.
You are solely responsible for
all taxes on your investments.
19.2.
You must provide your PIR; if
you do not, a default withholding rate of 33% applies.
19.3.
We will withhold any required
taxes and remit them to the IRD per New Zealand tax laws.
19.4.
We collect and store your IRD
number but do not share it with third parties.
20. Trade Execution and Settlement
20.1.
When you execute an order, you
tell us what to do and we act on your instructions providing that your
instructions are consistent with our obligations under applicable law and these
Terms.
20.2.
You need sufficient funds in
your Wallet to execute an order.
20.3.
Orders can be placed at any
time. We cannot guarantee the price will be the same when the order is executed
as was shown when the order was originally made. Trades are executed and settled on a T+2
basis (up to two business days after instruction).
20.4.
Currency conversion into INR
occurs when the trade is executed. The
rate shown in the app is indicative only, and may differ by the time of settlement.
You agree to us making the purchase in INR.
20.5.
When placing an order, you
agree that we may:
20.5.1.act on
your behalf;
20.5.2.aggregate
or bundle multiple orders;
20.5.3.delay the
processing of your order for any reason;
20.5.4.set and
modify limits for your order.
20.6.
Market-standard
decimal-rounding rules apply to trade amounts.
20.7.
Icarus purchases the securities
it its own name.
20.8.
Upon settlement, you receive a
contract note in the Icarus app and through your email, which details:
20.8.1.the securities
purchased or sold; and
20.8.2.the price
and trade value; and
20.8.3.the
amount of commission paid to Icarus.
20.9.
You are then recorded as the ultimate
beneficial owner of the securities.
20.10.
You are responsible for
reviewing the contract note for accuracy and you must inform us of any error in
the contract note.
20.11.
In accordance with SEBI
regulations, we report the ultimate beneficial owner of each security.
21. Investment Income
21.1.
Income from sales, dividends,
or distributions is processed net of fees and taxes and then credited to your
linked bank account.
21.2.
If the net income is below NZD
or INR 0.01, no credit is made.
21.3.
Processing times vary and may
be delayed by third-party exchanges, custodians, or banking systems.
22. Trigger Orders
22.1.
Trigger Orders (including
stop loss and trigger buy Orders) allow you to set a price that, when reached
during regular trading hours, automatically sends a market Order to be placed
in a queue for execution. Trigger Orders are currently only available for
selected securities and may be subject to eligibility criteria.
22.2.
When you set up a stop
loss Order, you specify:
22.2.1.The
trigger price at which your sell Order will be sent to market as a market
Order.
22.2.2.The
quantity of units you wish to sell if the investment’s share price drops to or
below your trigger price.
22.3.
When you set up a trigger
buy Order, you specify:
22.3.1.The
trigger price at which your buy Order will be sent to market as a market Order.
22.3.2.The
quantity of units you wish to buy if the investment’s share price rises to or
above your trigger price.
22.4.
Trigger Orders are only
activated during regular trading hours on a trading day. Once an order is
triggered, it will become part of the orderbook, so long as your wallet balance
is sufficient to place the order.
22.5.
Price movements during extended
trading hours will not activate a Trigger Order.
22.6.
There may be a delay between
the trigger price being reached and your Order being sent to market. Once sent,
your Order may be filled at, below, or above your trigger price depending on
market conditions and liquidity.
22.7.
All Trigger Orders are subject
to standard market Order processing rules and applicable law. We may modify,
suspend, or cancel Trigger Orders at our discretion to protect system integrity
or comply with regulatory obligations.
23. Account Allocation and Error Corrections
23.1.
If deposits arrive without
correct reference details, we will hold the funds pending your instructions.
23.2.
Unclaimed or unallocated funds
may be returned to the original source after a reasonable holding period.
23.3.
If we mistakenly credit funds
to your account, we reserve the right to reverse those funds without notice.
You are liable to repay any amounts withdrawn before correction.
24. Withdrawal and Payout Restrictions
24.1.
When a sale is completed, money
will appear in the wallet after the settlement. A withdrawal request can be
honoured within two business days after the settlement.
24.2.
Redemption proceeds and
withdrawals will be sent only to the bank account you used for the original
deposit, unless a new payout account has been nominated and verified as
belonging to you.
24.3.
To update your payout account,
the new account must:
24.3.1.match
your name exactly; and
24.3.2.be
verified by your previous bank through confirmation that the old account is
closed; and
24.3.3.be
verified by your new bank through a bank statement.
25. Cancellation and Refusals
25.1.
We may refuse, cancel, or delay
any deposit, withdrawal, Order, or trade at our discretion as required by law
or exchange rules, or to protect system integrity, or if we consider it
necessary.
25.2.
Cancellation is without
liability to you, except as required by applicable law.
25.3.
You cannot cancel an Order
after the trade has been executed.
25.4.
Orders may be cancelled if they
cannot be fulfilled within a reasonable timeframe.
26. When you place an order to buy Mutual Funds, we attempt to purchase
as many units, or fractions of, as possible based on the INR amount of your
order at the time it is processed.
27. When you place an order to sell a Mutual Fund, we will attempt to
sell the number of units, or fractions of, that you specify.
28. The Mutual Fund becomes a trade when your buy or sell order is
completed by the investment provider.
29. You are the ultimate beneficial owner of the money in your Wallet
and investments in your Portfolio: Icarus Wealth Nominees Limited holds these
on bare trust for you. If we or any of our sub-custodians (including third
party sub-custodians) become insolvent, the money in your Wallet and any investments
in your Portfolio cannot legally be used to pay Icarus Wealth Limited’s debts
(or any debts of the sub-custodians).
30. Your Wallet and Portfolio are protected from:
30.1.
our general creditors; and
30.2.
the general creditors of our
sub-custodians.
31. In the event that we become insolvent you can contact SEBI so seek
your investment back. SEBI holds a record of the beneficial ownership of
investments and understands that you are the ultimate beneficial owner.
32. If we become insolvent or we materially default on our obligations
(or other parties involved in your Order do), then we (or others) may cancel
your Orders that haven’t settled and we may suspend trading. If a third party
that holds money or investments for you becomes insolvent or materially
defaults on material obligations, we will use reasonable endeavours to enforce
our rights against them under applicable contracts and law.
33. We collect and use your personal information in line with the New
Zealand Privacy Act 2020 and our Privacy Policy [link to policy].
34. Our Privacy Officer is Pratik Trivedi. He can be contacted in the
following ways:
34.1.
[contact details for Pratik].
35. Customers may not transfer funds, investments or ownership or any
rights associated with their investment account to other persons or entities,
or transfer them outside of the Platform.
36. Disclaimers
36.1.
Icarus Wealth Limited and its
subsidiaries are not licensed financial advisors. Nothing in the app
constitutes financial, legal, or tax advice or recommendations. You should seek
advice from an independent professional if you are uncertain about your
investment decisions.
36.2.
You are responsible for your
own investment decisions.
36.3.
The app may include links to
third-party websites or services. We are not responsible for the content,
privacy practices, or performance of any third party.
36.4.
Investing involves risk.
36.5.
You may lose some or all of
your invested capital.
36.6.
Past performance is not
indicative of future results.
36.7.
Investments and currencies can
rise or fall in value or remain unchanged.
36.8.
You are responsible for all
fees, taxes, and compliance with local and international tax and legal
requirements.
36.9.
Prices, exchange rates, and
market data displayed on Icarus’s services may be delayed and sourced from
third parties. They may not reflect actual market prices, and the price at
which your trade executes may differ. Each currency exchange occurs at the rate
offered at that moment and is subject to our fees and potential unfavourable
fluctuations.
36.10.
Investing in foreign markets
carries additional risks, including currency fluctuation, political
instability, and regulatory changes. Icarus does not issue, manage, or
underwrite any investments or currencies on the platform and is not responsible
for their performance or for failures by third-party services.
36.11.
The platform is provided “as
is.” We cannot ensure the Services will
always be fully secure, uninterrupted or free of errors. Icarus is not liable for any problems caused
because its services become unavailable or are limited or interrupted, whether
by external or internal events. Icarus
cannot promise that the app will always function perfectly or to your
expectations or be available at all times.
37. Limitations of Liability
37.1.
To the fullest extent permitted
by law, Icarus and its affiliates, officers, directors, employees, agents, and
licensors shall not be liable for any loss, damage, claim, or expense arising
out of or relating to your use of—or inability to use—the platform or its
content, whether in contract, tort (including negligence), strict liability, or
otherwise.
37.2.
Except where prohibited by law,
Icarus’s total aggregate liability for all claims under these terms shall not
exceed the total fees you paid to Icarus in the 12 months preceding the date
the claim arose.
37.3.
Icarus will not be liable for:
37.3.1.indirect,
incidental, special, consequential, or punitive damages
37.3.2.loss of
profits, revenue, data, goodwill, or anticipated savings
37.3.3.claims
brought by third parties.
37.4.
The exclusions and caps above
do not apply to liability resulting from:
37.4.1.wilful misconduct
or gross negligence by Icarus
37.4.2.fraud or
fraudulent misrepresentation by Icarus
37.4.3.any other
liability that cannot be lawfully excluded or limited under law.
37.5.
You agree to indemnify, defend,
and hold harmless Icarus and its affiliates, officers, directors, employees,
agents, and licensors from any claims, losses, liabilities, damages, costs, or
expenses (including reasonable legal fees) arising out of your use of the
platform, your breach of these terms, or your infringement of any third-party
rights.
38. These disclaimers and limitations apply equally to Icarus’s
employees and agents.
39. We reserve the right to change, add, or remove provisions of these
Terms at any time, for any reason, in our sole discretion.
40. You can always find the most current version of the Terms in the
Icarus app and on our website. The “Last Updated” date at the top of the Terms
reflects the effective date of the latest revision.
41. For material changes, including new fees or significant feature
updates, we will give you at least 14 days’ notice.
42. Notice will be sent by email containing a link to review the updated
Terms.
43. Continued use of the Icarus platform after the effective date of any
change indicates your acceptance of those changes.
44. If you do not agree with any updated Terms, you must stop using the
Services and close your account before the effective date.
45. Icarus may implement certain updates immediately, without prior
notice, when:
45.1.1.the
change is unlikely to have a material negative impact on you or your use of the
Services (for example, bug fixes, fee reductions, or minor feature
enhancements); or
45.1.2.the
change is required to address security threats, system vulnerabilities, legal
or regulatory obligations, or your breach of these Terms or applicable law.
46. If a change in law or regulation applicable to Icarus or you
conflicts with these Terms, the law or regulation will take precedence over the
conflicting provision.
47. Third parties may also impose additional rules that we or you need
to comply with. You agree to comply with these additional rules, which we will
communicate to you through email. Additional terms and conditions may also
apply to products offered by third parties on our platform. You will need to
agree to those third party terms and conditions (where applicable) in order to
use those particular products.
48. The contact information page [hyperlink] on our website includes
contact details for user questions, requests and complaints.
|
Term |
Definition |
|
Account |
A registered user profile on the Platform that
enables access to Services and investment functionality. |
|
Aggregate Orders |
The bundling of multiple customer orders into a
single transaction for execution. |
|
Bare Trust |
A trust arrangement where the trustee holds assets
on behalf of the beneficiary without discretion over their use. |
|
Contract Note |
A document issued upon trade settlement detailing
the securities traded, price, value, and commission. |
|
Customer |
The individual accessing or using the Services. |
|
INR |
Indian Rupee, the currency in which investments are
made. |
|
IRD |
Inland Revenue Department of New Zealand,
responsible for tax collection and compliance. |
|
Icarus |
An application (app) developed by Icarus Wealth
Limited to enable New Zealand residents to invest in Indian mutual funds, and
utilising Icarus Wealth Nominees Ltd’s nominee account in New Zealand and a
custodian account in India to hold users’ funds and investments. |
|
Icarus Wealth Nominees Limited |
Icarus’s nominee company that holds users’ funds upon
deposit and prior to investment. |
|
Icarus Wealth Limited |
The company that developed and operates the Icarus
app. |
|
Market Conduct Rules |
Rules governing fair and lawful behavior in
financial markets, which Customers must follow. |
|
Market Information |
General investment and wealth development
information or tools provided through the Services or Website, including
definitions, pricing data, performance metrics, and calculation tools. |
|
Order |
An instruction submitted by a Customer to buy or
sell securities through the Platform. |
|
PAN Card |
Permanent Account Number card used for tax
identification in India, especially for Non-Resident Indians. |
|
PIR |
Prescribed Investor Rate, used to determine the tax
rate applicable to a Customer’s investment income. |
|
Platform |
The digital interface (including the Icarus app and
website) through which Customers access Services and manage their
investments. |
|
Portfolio |
The collection of investments held by a Customer
through the Platform. |
|
Privacy Officer |
The designated individual responsible for overseeing
compliance with privacy laws under the Privacy Act 2020 and for handling data
protection matters. |
|
SEBI |
Securities and Exchange Board of India, the Indian
regulator overseeing investment activities and investor protection. |
|
SEBI Act |
Legislation called the Securities and Exchange Board
of India Act, which governs investments made into the Indian market. |
|
Services |
The Icarus mobile app and any associated services
provided by Icarus. |
|
Terms |
The General Terms and Conditions governing the use
of the Services. |
|
Third-Party Terms |
Additional rules and terms imposed by third parties
that apply to certain features, products, or integrations within the
Services. |
|
T+2 Basis |
A trade settlement standard where transactions are
completed two business days after the trade date. |
|
Wallet |
A digital balance associated with a Customer’s
Account used for deposits, withdrawals, and investment transactions. |