Version TNC-1.1

Subscription Terms & Conditions

The binding agreement for OptumFlex subscription services (broker-integration & auto-execution infrastructure).

This is the complete, legally-binding Subscription Terms & Conditions that every customer accepts at checkout. When you tick the acceptance box and proceed to payment, a digitally-signed record of this exact document — including its version, a tamper-evident hash, your timestamp, IP address and device information — is stored with your account. The version below is the authoritative text; it is reproduced verbatim from our system of record.

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     OPTUMFLEX SOLUTIONS PRIVATE LIMITED
     SUBSCRIPTION TERMS & CONDITIONS  |  Version TNC-1.1
     Effective: 19 July 2026  |  Please read carefully before proceeding.
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We have kept these terms honest, clear, and straightforward so you always
know exactly what you are paying for and what to expect from us.

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1. WHO WE ARE — NATURE OF SERVICE
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OptumFlex Solutions Private Limited ("OptumFlex", "we", "us", "our") operates
exclusively as an IT Infrastructure & Technology Service Provider. We are NOT:

  • A Stock Broker or Sub-Broker
  • A Portfolio Manager or Investment Advisor
  • A Research Analyst (RA)
  • A SEBI-registered fund manager or wealth manager

We do not provide any investment advice, buy/sell recommendations, or trading
signals of any kind. All trade recommendations displayed on this platform are
issued solely by your subscribed SEBI-Registered Research Analyst (RA). The
RA is an independent entity, separately registered with SEBI, and is solely
responsible for the quality, accuracy, timing, and outcome of their
recommendations.

OptumFlex's role is limited to: receiving research calls from the RA's system
and forwarding those calls to your linked broker account via the broker's
official API — acting purely as a technology relay. We do not, of our own
judgement, interpret, filter, or alter the RA's recommendations, and we do not
exercise any independent discretion over your trades.

CUSTOMER-CONFIGURED RISK & EXECUTION SETTINGS:
The platform provides optional, self-service risk-management and execution
tools that YOU may choose to enable and configure — for example (and without
limitation): stop-loss, target price, maximum risk per trade or per day,
position sizing, capital allocation, trailing stop-loss, breakeven/giveback
locks, auto-exit, segment permissions, and price/range or freshness controls.
Where you enable such settings, OptumFlex's systems merely APPLY YOUR OWN
pre-configured instructions mechanically and automatically. These settings, and
any combination of them, are selected, enabled, and arranged entirely at YOUR
discretion. OptumFlex does not design, advise on, recommend, validate, back-test,
or optimise any configuration you create, and applying your settings does not
constitute discretion, advice, or a recommendation by OptumFlex. You are solely
responsible for the logic, suitability, interactions, and consequences of the
settings and combinations you configure, including any mismatch, conflict,
unintended interaction, missed or duplicated action, or financial outcome that
results from them. By enabling any such setting you confirm that you understand
how it works and that you knowingly accept the associated risk and all
resulting consequences.

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2. WHAT THIS SUBSCRIPTION COVERS (IT INFRASTRUCTURE SERVICES)
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Your subscription fee is charged for the following IT infrastructure and
technology services provided by OptumFlex:

  a) DEDICATED CLOUD SERVER PROVISIONING
     In line with SEBI's framework for "Safer participation of retail investors
     in Algorithmic trading" (SEBI circular dated February 04, 2025, with
     implementation timelines set out in SEBI circular
     SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/132 dated September 30, 2025, becoming
     applicable to all stock brokers with effect from April 01, 2026) and the
     operational modalities issued by the stock exchanges, automated / API-based
     orders are expected to originate from a registered, static IP address.
     OptumFlex provisions a dedicated cloud virtual machine (VM) exclusively for
     your account on a reputed cloud infrastructure provider. This server has a
     permanent, static IP address that you register with your broker.

  b) BROKER API CONNECTIVITY INFRASTRUCTURE
     OptumFlex maintains the software, security, and networking infrastructure
     that connects the RA's recommendation system to your broker's official
     API. Your orders are transmitted through your dedicated server, ensuring
     they originate from your registered static IP at all times.

  c) PLATFORM ACCESS & MONITORING
     Access to the OptumFlex web platform for viewing order history, account
     status, subscription management, and infrastructure health monitoring.

  d) SECURITY & COMPLIANCE LAYER
     All API communications are encrypted. Your broker credentials and access
     tokens are handled securely and are never stored permanently on the
     gateway infrastructure.

IMPORTANT — OWNERSHIP OF INFRASTRUCTURE:
The cloud server provisioned for your account is part of OptumFlex's managed
infrastructure. You do not own this server. OptumFlex owns and operates the
server on your behalf during the active subscription period. You are paying
for access to and use of this infrastructure as a service (IaaS). The server
will be decommissioned when your subscription ends (see Section 5).

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3. WHAT WE DO NOT DO — IMPORTANT CLARIFICATIONS
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To avoid any misunderstanding, please note that OptumFlex DOES NOT:

  ✗  Access, manage, or operate your trading or demat account in any way
  ✗  Hold or manage your funds at any point
  ✗  Make any trading or investment decisions on your behalf
  ✗  Guarantee profits, returns, or successful order execution
  ✗  Modify, cancel, or alter any recommendation made by the RA
  ✗  Engage in price manipulation, front-running, or any market misconduct
  ✗  Share your order data with any third party for commercial purposes
  ✗  Act as an intermediary for fund transfer of any kind

Auto-execution will activate only when: (i) your subscription is active,
(ii) your broker account credentials are valid and connected, and (iii) your
dedicated gateway server is live and reachable.

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4. PRICING, BILLING & GST
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  • The subscription fee displayed at checkout covers the duration selected
    (weekly / monthly / quarterly / half-yearly / yearly).
  • GST (Goods and Services Tax) is applicable as per Government of India
    regulations on IT services. GST is charged in addition to the base
    subscription price and is shown separately at checkout.
  • A GST-compliant invoice will be issued to you upon successful payment.
  • Prices are in Indian Rupees (INR) and are inclusive of all platform fees.
  • OptumFlex reserves the right to revise pricing with 30 days' prior notice.
    Existing subscriptions are unaffected until their next renewal.

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5. SERVER LIFECYCLE — RENEWAL, EXPIRY & DELETION
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  BEFORE EXPIRY — PLEASE READ CAREFULLY:
  Your dedicated cloud server is maintained for the duration of your active
  subscription. You will receive reminder notifications before your
  subscription expires.

  ► If you DO NOT renew before expiry:
    Your dedicated gateway server WILL BE PERMANENTLY DELETED within a short
    period after subscription expiry. This is necessary as the infrastructure
    is allocated based on active subscriptions. Once deleted, the static IP
    address assigned to your account may also be released and reassigned.

  ► Consequence of server deletion:
    Auto-execution will stop immediately upon subscription expiry. After
    server deletion, even if you renew later, a NEW server will be provisioned
    with a DIFFERENT static IP address. You will need to whitelist the new IP
    with your broker again (this is a one-time process per renewal cycle).

  ► Time to provision a new server:
    New server provisioning typically takes a few hours to 1–2 business days
    depending on cloud infrastructure availability. Trading execution will
    resume only after the new server is live and your broker has whitelisted
    the new IP.

  STRONG RECOMMENDATION: Renew your subscription at least 3–5 days before
  expiry to ensure zero downtime and avoid the inconvenience of re-whitelisting.

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6. REFUND & CANCELLATION POLICY
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We understand that situations may arise where you need to request a refund.
Our policy is designed to be fair to both sides:

  a) NON-REFUNDABLE AMOUNT — ₹500 (Flat, in all cases):
     A flat amount of ₹500 from every subscription payment is NON-REFUNDABLE
     under any circumstances. This covers:
       - One-time cloud server setup and provisioning cost
       - Technical configuration, IP reservation, and deployment effort
       - Payment gateway processing and transaction fees
     This ₹500 is consumed at the time of server setup and cannot be
     recovered even if the subscription is cancelled immediately after payment.

  b) REFUNDABLE AMOUNT (Prorated based on unused days):
     The remaining balance (total paid minus ₹500) may be eligible for a
     partial refund, calculated as follows:

       Refundable Amount = (Remaining unused days / Total subscription days)
                           × (Amount paid − ₹500)

     Example: You paid ₹2,500 for a 30-day plan. You used 10 days and request
     cancellation. Refund = (20/30) × (2,500 − 500) = ₹1,333 (approx.)

  c) CONDITIONS FOR REFUND ELIGIBILITY:
     - Refund requests must be submitted within the active subscription period
     - Refunds will NOT be processed for expired subscriptions
     - Refunds will NOT be processed if the reason is broker-side rejection,
       RA recommendation performance, or market conditions
     - Refunds are processed within 5–7 business days to the original
       payment source

  d) TECHNICAL FAILURE REFUNDS:
     If OptumFlex's platform is non-functional for more than 48 continuous
     hours due to our technical fault (not broker or RA side), a service
     credit equivalent to the downtime period will be issued.

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7. YOUR RESPONSIBILITIES AS A SUBSCRIBER
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By subscribing, you confirm and agree to the following:

  a) You will whitelist the dedicated server's static IP address with your
     broker's API settings before expecting auto-execution to work.

  b) You are responsible for keeping your broker API credentials (API key,
     API secret, access token) valid and updated on the OptumFlex platform.
     Order failures due to expired or incorrect credentials are not
     OptumFlex's liability.

  c) You understand that auto-execution depends on the RA's recommendation
     system being active and operational. OptumFlex does not guarantee that
     the RA will issue recommendations on any specific day or frequency.

  d) You understand that orders placed via the broker API are subject to the
     broker's own systems, exchange rules, and market conditions. OptumFlex
     cannot guarantee order acceptance, execution price, or fill quality.

  e) You will not attempt to misuse the platform, access other users' data,
     or use OptumFlex's infrastructure for any purpose other than connecting
     RA calls to your own broker account.

  f) You are solely responsible for your investment decisions. Subscribing to
     OptumFlex does not constitute investment advice and does not guarantee
     any financial outcome.

  g) Any trading risk profile, execution preference, or automated setting you
     configure — including stop-loss, targets, maximum-risk limits, position
     sizing, capital allocation, trailing stop-loss, breakeven/giveback locks,
     auto-exit, segment permissions, price/range and freshness controls, and
     any combination thereof — is created and enabled by YOU, at your sole
     discretion and risk. You confirm that you understand how each such setting
     operates and knowingly accept the consequences of enabling it. OptumFlex is
     not responsible for any mismatch, conflict, unintended interaction, logic
     failure, missed or duplicated action, over- or under-execution, or
     financial outcome arising from the configuration or combination of settings
     you choose. You are expected to configure such settings logically and only
     if you understand and accept the risk of doing so.

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8. LIMITATION OF LIABILITY
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OptumFlex's maximum liability under any circumstances shall be limited to the
subscription amount paid by you for the current billing cycle. We shall not
be liable for:

  • Losses arising from RA recommendations or market movements
  • Losses or outcomes arising from your own configuration or combination of
    risk-management / execution settings (stop-loss, targets, maximum-risk
    limits, position sizing, trailing stop-loss, auto-exit, segment permissions,
    price/range and freshness controls, and any combination thereof)
  • Broker API downtime, rejection, or technical failures on the broker's side
  • Losses due to expired API credentials or connectivity issues on your end
  • Force majeure events including internet outages, cloud provider failures,
    regulatory actions, or exchange halts
  • Any indirect, consequential, or incidental losses of any nature

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9. SEBI COMPLIANCE DECLARATION
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OptumFlex operates in compliance with applicable SEBI regulations governing
IT and technology service providers in the securities market ecosystem.

  • OptumFlex does not hold any SEBI registration as a broker, sub-broker,
    portfolio manager, investment advisor, or research analyst.
  • The dedicated server infrastructure provided under this subscription is
    designed to assist you in meeting the registered static-IP / order-origination
    expectation under SEBI's "Safer participation of retail investors in
    Algorithmic trading" framework (SEBI circular dated February 04, 2025;
    implementation timelines under SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/132 dated
    September 30, 2025, applicable to all stock brokers w.e.f. April 01, 2026)
    and the operational modalities issued by the stock exchanges. You may verify
    the referenced circular on the SEBI website:
    https://www.sebi.gov.in/legal/circulars/sep-2025/extension-of-timeline-for-implementation-of-sebi-circular-dated-february-04-2025-on-safer-participation-of-retail-investors-in-algorithmic-trading-_96979.html
  • Registration, empanelment, tagging and approval of any automated / algo
    order flow with the exchange and your broker (where applicable under the
    above framework) is arranged through your broker and your subscribed RA.
    OptumFlex does not interface with SEBI's regulatory systems directly, and
    regulatory compliance for trading activities remains the responsibility of
    your broker and your subscribed RA.

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10. DATA PRIVACY & SECURITY
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  • Your broker API credentials are stored in encrypted form and are used
    solely for the purpose of forwarding RA-generated orders to your broker.
  • Your personal data (name, email, PAN, address) is used for invoice
    generation and GST compliance only. It is not sold or shared with any
    third party for marketing or commercial purposes.
  • OptumFlex complies with applicable data protection laws of India.

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11. GOVERNING LAW & DISPUTE RESOLUTION
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These terms are governed by the laws of India. Any dispute arising out of or
in connection with this subscription shall first be attempted to be resolved
through mutual discussion. If unresolved, disputes shall be subject to the
exclusive jurisdiction of the courts located in Ghazipur, Uttar Pradesh, India.

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12. ACCEPTANCE
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By checking the acceptance box and proceeding to payment, you confirm that:

  ✔  You have read and understood all the above terms in full.
  ✔  You agree that OptumFlex is an IT service provider and is not responsible
     for investment outcomes, RA recommendations, or broker-side actions.
  ✔  You understand that ₹500 is non-refundable and the remainder is subject
     to the prorated refund policy described above.
  ✔  You understand that your dedicated server will be deleted if you do not
     renew before your subscription expiry date, and a new server with a
     new IP will be created on renewal.
  ✔  You accept that auto-execution is contingent on an active subscription,
     valid broker credentials, and a live gateway server.

A digitally signed record of your acceptance (including timestamp, IP address,
and device information) will be stored securely with your account for
compliance and audit purposes.

Thank you for choosing OptumFlex. We are committed to providing you with
reliable, secure, and compliant technology infrastructure for your trading
journey.

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     OptumFlex Solutions Private Limited  |  Version TNC-1.1  |  Effective 19 July 2026
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© 2026 OptumFlex Solutions Private Limited.  |  Questions? contact@optumflex.in

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