GENERAL TERMS AND CONDITIONS

The following Terms and Conditions (“Terms“) will govern your relationship with Talazen Finance India Private Limited (“Tala“) incorporated under the Companies Act, 2013 and registered as a Non-Banking Financial Company with the Reserve Bank of India (“RBI“) when you use Tala App.

When you use Tala App (defined below) you will be deemed to have read, understood, accepted and agreed to be bound to the Terms, and so You must carefully read and understand the Terms set out below before using Tala Services. If you do not agree with/accept these Terms you will not be able to get a license to use Tala’s Services.

Please contact Tala through the App or via email at hello@in-support.tala.co if you need any clarification.

DEFINITIONS AND INTERPRETATIONS

In these Terms the following words and expressions (save where the context requires otherwise) bear the following meanings

“Account” means the unique identifier or other forms of identification allocated to you by Tala;

“App” means the technological platform maintained by Tala, available for download on the Google Play Store, on which you are registered and which can be accessed solely by you).

“Credentials” means your personal credentials used to access the Tala App and operate your Account;

“Customer” means any person who has accessed any of the Tala App or Services

“Equipment” includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network;

“Force Majeure” means events, circumstances or causes beyond reasonable control making performance of the obligations inadvisable, revolution or other civil disorders; wars; lack of available resources from persons other than parties to these Terms; labour disputes; electrical equipment or availability failure; or commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, acts of terrorism, strikes or labor disputes, embargoes or governmental orders;

“Network” means a mobile cellular network operated by a Mobile Network Operator;

“Request” means a request or instruction received by Tala from you, your Equipment or purportedly from you through the Network, mobile phone and the System and upon which Tala is authorized to act;

“Services” means the various types of services or products that Tala may offer you on its App pursuant to these Terms and such other terms which may be applicable to You as you subscribe to certain services and “Service” shall be construed accordingly;

“SMS” means a short message service consisting of a text message transmitted from your mobile phone to another;

“System” means electronic communications software enabling you to communicate with Tala for purposes of the Services. The System and the Services may for the purpose of these Terms be accessed through a Mobile Network Operator’s System or through Tala’s website or App;

“Technology” means services used or supported by the Tala Services;

“You” or “Your” means the Customer and includes the personal representatives of the Customer.

Headings in these Terms are for reference purposes only and shall not affect the interpretation or meaning of these Terms.

ACTIVATION OF TALA ACCOUNT

1. In order to use Tala’s Services, you must be at least 18 years old.
2. You may open a Tala Account solely by way of an electronic application made by you using your Equipment.
3. In opening an Account with Tala you agree that you shall:
   1. at your own expense, provide and maintain in safe and efficient operating order your Equipment necessary for the purpose of accessing the System and the Services;
   2. ensure the proper performance of your Equipment, and that Tala shall neither be responsible for any errors or failures caused by any malfunction of your Equipment nor shall Tala be responsible for any computer virus or related problems that may be associated with the use of the System, the Services or the Equipment;
   3. be responsible for charges due to any service provider providing you with connection to the Network and Tala shall not be responsible for losses or delays caused by any such service provider;
   4. follow all instructions, procedures and terms contained and any document provided by Tala concerning the use of the System and the Services;
   5. be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Credentials secret and secure.
   6. ensure that your Credentials do not become known or come into possession of any unauthorized person, and that Tala shall not be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold Tala harmless from any losses resulting from any disclosure of your Credentials;
   7. take all reasonable precautions to detect any unauthorized use of the System and the Services, and you shall ensure that all communications from Us are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorized use of and access to the System will be detected;
   8. not at any time operate or use the Services in any manner that may be prejudicial to Tala;
   9. follow the security procedures notified to you by Tala from time to time or such other procedures as may be applicable to the Services from time to time. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of your Account’s confidentiality. In particular, you shall ensure that the Services are not used or Requests are not issued or the relevant functions are not performed by anyone other than a person authorized to do so.
   10. immediately inform Tala in the event that you have reason to believe that:
       1. Your Credentials are or may be known to any person not authorized to know the same and/or have been compromised; and/or
       2. unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.

YOUR REQUESTS

1. You authorize Tala to act on all Requests received from you (or purportedly from you) through the System and to hold you liable in respect thereof, even if that Request is otherwise for any reason incomplete or ambiguous, without any reference to you being necessary.
2. Tala shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Requests on which Tala may act if Tala have in good faith acted in the belief that such instructions have been sent by you.
3. You acknowledge that Tala may nevertheless refuse to carry out any Requests in our sole and absolute discretion.
4. You agree to and shall release from and indemnify us against all claims, losses, damages, costs and expenses, howsoever arising in consequence of, or in any way related to Tala having acted (or failed to act) in accordance with the whole or any part of any of your Requests.
5. You acknowledge that, to the full extent permitted by law, Tala shall not be liable for any unauthorized drawing, transfer, remittance, disclosure, any activity or any incident on your account by the fact of the knowledge and/or use or manipulation of your Account PIN, password, ID or any means whether or not occasioned by your negligence.

REPRESENTATIONS

1. You represent, on your own behalf, that You:
   1. are a natural person, of at least eighteen (18) years of age, with legal capacity, and you appear on your own behalf to enter into these Terms.
   2. have read and understood the provisions herein and you agree to comply with the provisions contained in these Terms.
   3. have provided Tala true, complete and correct information.
   4. consent to Tala collecting and using technical information about your Equipment and use of the Tala App and any related software, hardware and peripherals for services that are internet-based or wireless to improve our products and to provide any services to you.
   5. will provide information to enable us to verify your identity which is necessary to fulfil our due diligence obligations for any disbursement of any Facility to you. Such information shall be processed in accordance with our Privacy Policy and Privacy Notice.

TERMS OF LICENSE TO USE TALA’s SERVICES

1. In consideration of you agreeing to abide by the terms of these Terms, Tala grants you a non-transferable, non-exclusive license to use the Tala Services on your Equipment, subject to these Terms. Talareserve all other rights.
2. Except as expressly set out in these Terms, you agree not to:
   1. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Tala Platform or Services;
   2. make alterations to, or modifications of, the whole or any part of the Tala Platform or Services, or permit the Tala App or any part of it to be combined with, or become incorporated in, any other programs;
   3. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Tala System or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Tala System with another software program, and provided that the information obtained by you during such activities is:
      1. not unnecessarily disclosed or communicated without our prior written consent to any third party; or
      2. not used to create any software that is substantially similar to the Services;
   1. to include our copyright notice on all entire and partial copies you make of the App on any medium; or
   2. provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without our prior written consent.
3. You also agree to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Tala Service.
4. You are not permitted to do any of the following:
   1. use the Tala Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Tala Service or any related operating system;
   2. infringe our intellectual property rights or those of any third party in relation to your use of the Tala Service, including through the submission of any material (to the extent that such use is not licensed by these Terms);
   3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Tala Service;
   4. use the Tala Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
   5. collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service.
   6. operate or use the Service in any manner that may be unlawful or prejudicial to Tala .

CUSTOMER ACCOUNT STATEMENTS

1. Tala reserves the right to rectify discrepancies, add and/or alter the entries in your statements, without prior notice to you. Tala will however inform you of any rectification, additions and or alterations effected on your statements within a reasonable time after the changes are effected.
2. Save for a manifest error, a statement issued to you in respect of your transactions shall be conclusive evidence of the transactions carried out and requested by you from your Equipment for the period covered in the statement.
3. A statement and activity report will be made available to you in accordance to the specific terms and conditions for the product/services you have opted in. Any queries on such statements should be submitted to Tala via hello@in-support.tala.co.

INTELLECTUAL PROPERTY

1. You acknowledge that all intellectual property rights in the Services and System anywhere in the world belong to Tala or our licensors.
2. Rights in the System are licensed (not sold) to you, and you have no rights in, or to, the Services or System or the Technology other than the right to use each of them in accordance with the terms of these Terms.
3. You further acknowledge that you have no right to have access to any Tala Platform in source-code form.

LIMITATION OF TALA’S LIABILITY

Tala shall not be responsible for any loss suffered by you should the Service be interfered with or become unavailable by reason of (a) the failure of any of your Equipment, or (b) any other circumstances whatsoever not within Tala’s control, including, without limitation, force majeure or error, interruption, delay or non- availability of the service as a result of any terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.

INDEMNITIES

In consideration of Tala complying with your Requests in relation to the Service, you undertake to indemnify Tala and hold it harmless against any loss, charge, damage, expense, fee or claim which Tala suffers or incurs or sustains thereby and you absolve Tala from all liability for loss or damage which you may sustain from Tala acting on your instructions or requests or in accordance with these Terms.

WAIVER

No failure or delay by either yourself or Tala in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

SEVERABILITY

The nullity, invalidity, illegality or lack of enforceability of any provision of these Terms shall in no way affect the validity, legality and enforceability of any other provisions of these Terms. If any clause is rendered void or unenforceable, whether wholly or in part, the parties shall endeavour, without delay and in good faith discussions, to attain the economic and/or other intended result in another legally permissible manner. These Terms constitutes the sole and entire agreement between the parties in relation to the subject matter hereof.

FORCE MAJEURE

Notwithstanding any provision contained in these Terms, neither party shall be liable to the other to the extent fulfilment or performance if any terms or provisions of these Terms is delayed or prevented by a force majeure event. If any force majeure event occurs, the affected party will give prompt written notice to the other party and in any event not later than seven (7) days after occurrence of the said event and will use commercially reasonable efforts to minimize the impact of such event.

TERMINATION

1. Tala may at any time, upon notice to you, terminate our business relationship with you and close your access to our Services.
2. Without prejudice to Tala’s rights. Tala may, at its sole discretion, suspend or close access to our Services if:
   1. Tala detects or reasonably suspects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;
   2. Tala is required or requested to comply with an order or an instruction or a recommendation from the Government, Court, Regulator or other competent authority;
   3. Tala reasonably suspects or believes that you are in breach of these Terms which you fail to remedy (if remediable) within five (5) days after the service of notice by email, Whatsapp, SMS or other electronic means requiring you to do so;
   4. such a suspension or variation is necessary as a consequence of technical problems or for reasons of safety; to facilitate, update or upgrade the contents or functionality of the Services from time to time;
   5. you breach any of the License Restrictions;
   6. your Account or the agreement with the Mobile Money Provider and/or Mobile Network Provider is terminated for whatever reason; or
   7. Tala decides to suspend or cease the provision of the Services for commercial reasons or for any other reason.
3. Termination shall however not affect any accrued rights, remedies and liabilities of either party.
4. If Tala receives notice of your death, Tala will not be obliged to allow any operation or withdrawal from your Account by any person except upon production of a court order, administration letters from a competent authority or confirmed grant of letters of administration or confirmed grant of probate by your legal representatives duly appointed by a court of competent jurisdiction.

CHANGES TO these Terms

1. Tala reserves the right to amend or vary these Terms from time to time. Such amendment or variation will take effect within thirty (30) days from the date of notification of the update or amendment at which time you may access the Tala Services to view the related changes. Tala will provide the modified version of these Terms for your reference on Tala’s website.
2. Your consent to any modifications made by Tala to these Terms shall be obtained by proceeding to access and utilize our Services.

GOVERNING LAW AND JURISDICTION

1. These Terms will be governed by the laws of India.
2. All disputes, differences and/or claims arising out of these Terms shall be settled by arbitration in accordance with the provision of the Arbitration and Conciliation Act, 1996 or any statutory amendments thereof or any statute enacted for replacement therefore and shall be referred to a sole arbitrator to be appointed mutually by Tala and the Customer. The place of arbitration shall be Bangalore and the proceedings shall be under fast-track procedure as laid down in Section 29(B) of the Arbitration and Conciliation Act, 1996. The awards including interim awards of the arbitration shall be final and binding on all parties concerned.

COMMUNICATION AND GRIEVANCE REDRESSAL

1. You consent that Tala may send you notifications through our App, Whatsapp as well as SMS and emails to the mobile phone number and email address you provide to Tala at the time of registration about (i) the Services or transaction related matters that may be of importance to you; and (ii) marketing messages about the Services. If your contact details change, You agree to notify Tala immediately.
2. You may at any time opt-out from receiving direct marketing communications from Tala by writing to us at hello@in-support.tala.co]; and/or (ii) using the unsubscribe instructions in any email/SMS/Whatsapp communications sent to you. For App notifications only you may turn these off at the device level through your settings or through the mobile application settings within the App.
3. Any complaint or questions regarding the Services may be made through the Tala App by calling or texting +91-9228859965 or via email at hello@in-support.tala.co.
4. Upon receiving a complaint, Tala is committed to resolving the complaint as quickly as possible and has procedures in place to help resolve any problems or complaints efficiently.

Modes of Raising a Complaint:

Send a message through the Digital Lending Application or Website of Tala or report their grievances to Tala’s Grievance Redressal Officer via email to gro-in@tala.co or our customer support team via email at hello@in-support.tala.co.

Process:

Your grievances shall first be addressed by the Tala’s customer service team as per Grievance Redressal Policy provided at www.tala.co.in. Unresolved or unsatisfactory responses may be escalated to the Head of Customer Service and Support. If not resolved within the prescribed period under the Grievance Redressal Policy, the grievance may be further escalated to the Grievance Redressal Officer.