INTRODUCTION

This Citizen’s Charter ("Charter”) of Tally Account Aggregator Services Private Limited (“Company”,” Tally” “we”, “our”) highlights our commitment towards customer satisfaction and contentment. It represents our ongoing efforts to focus on the commitment of the Company towards its Customer in respect of service standard, non-discrimination and easy accessibility and grievance redress etc. It details our key commitments and responsibilities and also specifies the obligations on the part of the customers for a healthy Company-customer relationship.
VISION

Our vision is "To Make Everyone Who Touches Tally Happier”.

We strive to constantly make our customers ‘happier', by bringing new dimensions to our principles of governance. The most indispensable part of our actions is to continuously add value to our customer’s lives.
MISSION

Our mission is to be robust account aggregator system by providing a platform to the millions of Customers to digitally access and share their financial information in an encrypted and efficient manner.
OBJECTIVE

The objective of this Charter is to detail about our services, key commitments and responsibilities towards our customers. It also specifies the obligations on the part of the Customers for a healthy Company-customer relationship. This Policy is applicable for the account aggregation business of the Company.
DISCLAIMER AND APPLICATION OF CHARTER

This Charter is not legally enforceable and, therefore, is non-justiciable. It is not a legal document creating rights and obligations. However, it lays down the principles adopted by the Company for facilitating the delivery of our account aggregation services to the Customers. It lays down specified standards, quality and time frame, for our Services and elucidates our commitments to our Customers.

The various commitments and timelines spelt out in this Charter is subject to fulfilment of the requirements of the RBI’s Master Directions and various circulars or communications regarding the Account Aggregator services and where there is a conflict between the Charter and the current instructions of RBI, RBI’s instructions would prevail.
RELEVANT DEFINITIONS
1. “Customer” means a ‘person’ who has entered into a contractual arrangement with the
  
  Company to avail services provided by the Company.
2. “Financial Information” shall have the same meaning as ascribed to the term under 3(ix) of the Master Directions.
3. “Financial information provider” shall have the same meaning as ascribed to the term under 3(xi) of the Master Directions.
4. “Financial information user” shall have the same meaning as ascribed to the term under 3(xii) of the Master Directions.
5. “Master Directions” shall mean the Master Direction- Non-Banking Financial Company -Account Aggregator (Reserve Bank) Directions, 2016 as amended from time to time.
OUR SERVICES

We provide our customers with a single dashboard where he/she can get a holistic view of all his/her financial information by consolidating his/ her own data in one place. It enables Customer to share data in real time with Financial Information Users through Financial Information Providers. Data will be shared only on Customer’s express permission and consent. Customer will have access to all consents given. All consent provided are also designed to be revocable.
OUR KEY COMMITMENTS AND RESPONSIBILITIES
- Ensuring that Customers are treated fairly at all times.
- Meeting the commitments and standards laid out in the Charter for the services offered.
- Ensuring that services and the IT infrastructure adhere to relevant laws and regulations in letter and spirit.
- Ensuring that dealings with the Customers rest on ethical principles of integrity and transparency.
- Ensuring strict compliance with the internal guidelines adopted for pricing of services which will be transparent and available in public domain.
- Providing a functionality available to the Customers to revoke their consent for accessing information that is rendered accessible by a consent artefact, which includes the ability to revoke consent to receive portions of such information.
- Ensuring Customer credentials (like passwords, PINs, private keys) which may be used for authenticating customers to the Financial Information Providers are not to be stored or requested.
- Adopting adequate safeguards in the IT systems so as to ensure that the information provided and stored is protected against unauthorised access, alteration, destruction, disclosure or dissemination of records and data.
RIGHTS OF CUSTOMER:
1. Right to fair treatment- Company shall not discriminate between Customers on the basis of gender, age, religion, caste, and physical ability while providing its services.
2. Right of transparent, fair and honest dealing- Company shall provide Customers with clear information about its services, terms and conditions, and service charges in simple and easily understandable language, and with sufficient information so that the Customer could be reasonably expected to make an appropriate choice to register.
3. Right to privacy: Personal information including any sensitive personal information, if any provided by the Customers to the Company, must be kept confidential. Company can disclose only such information, which is required by law or only after Customers have given permission and consent.
4. Right to grievance redressal and compensation
The customers shall have the right to easy and simple grievance redressal systems
CUSTOMER OBLIGATION
- Customer must read carefully all the terms & conditions of Company for obtaining any service, with the necessity to identify any fees or any other liabilities or obligations laid down on the customer. The Terms and Conditions is available at
PROCESS & AVAILABILITY OF CITIZEN CHARTER

The Charter shall be published Company’s website.

The Customer can ask for the copy of the Charter by placing a request to the Company.
GREIVANCE REDRESSAL POLICY AND MECHANISM

To maximize the experience of our customers by providing customer- centric services with highest possible standards, the Company has adopted a Grievance Redressal Policy that sets processes and timelines for handling complaints and grievances. The Grievance Redressal Policy is available at

Further, any suggestions from the customers to improve the services can be shared on mail id

grievances[at]tallyedge[dot]com
REVIEW

This Charter shall act as guiding document for Company to provide its services. It shall be reviewed, revised and approved by the Board of Directors in order to align with the ongoing regulatory and business requirements. The Board of Directors reserves the power to amend this Charter as and when required.

TERMS AND CONDITIONS

INTRODUCTION
1. This Terms and Conditions Agreement (“Terms”) is entered into by and between Tally Account Aggregator Services Private Limited (“us”/“we”/“our”), a company registered under laws of India and the Customer (“you”, “your”), for the Services (defined below). Your use of our website and application (collectively “Platform”) is governed by these Terms. These Terms constitute a binding and enforceable legal contract between you and us.
2. By using the Services or the Platform, you acknowledge to have read, understood, and agree to be legally bound by these Terms, and that you shall comply with the requirements listed hereunder. If you do not agree to all of these Terms or comply with the requirements listed herein, please do not access the Platform or use the Services. We reserve the right to modify or terminate any portion of the Platform or the Services offered by us or amend the Terms for any reason, without notice and without liability to you or any third party. To make sure you are aware of any changes, please review the Terms periodically.
3. These Terms shall be read in conjunction with our privacy policy, available at www.tallyedge.com (“ Privacy Policy ”), and any
  
  guidelines, additional terms, policies, or disclaimers made available or issued by us from time to time.
4. Capitalised terms used in these Terms shall have the same meaning as ascribed to them in the AA Master Directions (defined below) unless the context indicates otherwise.
DEFINITIONS
1. “AA Master Directions” shall mean the Master Direction - Non-Banking Financial Company -Account Aggregator (Reserve Bank) Directions, 2016 as amended, revised, or updated from time to time; and
2. “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permits, licenses, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any regulatory authority.
3. “Financial Information” shall have the same meaning ascribed to it in the AA Master Directions;
4. “Financial Information Provider” shall have the same meaning ascribed to it in the AA Master Directions;
5. “Financial Information User” shall have the same meaning ascribed to it in the AA Master Directions;
6. “Financial Sector Regulator” shall have the same meaning ascribed to it in the AA Master
  
  Directions;
7. “RBI” shall mean the Reserve Bank of India.
8. Tally Account Aggregator Services Private Limited or Tally Edge includes affiliates, subsidiaries, group and associate companies of Tally Account Aggregator Services Private Limited.
SCOPE
1. Through the Platform, you may retrieve, view, consolidate and share Financial Information that is available with Financial Information Providers, and present your Financial Information to Financial Information Users.
2. The services offered by us through the Platform are referred to as “Services” (which term also includes the provision of the Platform to you).
3. For us to render the Services to you, you hereby authorise and appoint us as your agent with limited power to access, fetch or retrieve, with your consent, your Financial Information, sensitive personal information, etc., from Financial Information Providers.
4. The provision of any or all the Services is subject to Applicable Laws in India. Further, the provision of any or all of the Services is subject to our sole discretion and their availability on the Platform.
5. Pursuant to our Privacy Policy, you may revoke your consent at any point of time.
ELIGIBILITY

Use of the Platform is available only to those individuals and organizations who can form legally binding contracts under Applicable Law in their respective jurisdictions. If you are a minor, i.e., under the age of 18 years, you shall not register as a user of the Platform and shall not use the Platform. As a minor, if you wish to use the Platform, such use may be made by your legal guardian or parents on the Platform. We reserve

the right to terminate your membership and/or refuse to provide you with access to the Platform if it is brought to our notice or if it is discovered that you are under the age of 18 years. You represent and warrant that you have full legal capacity and authority to agree and bind yourself to these Terms. If you are authorized to act on behalf of an entity, organisation, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organisation, or legal person to these Terms and your acceptance of these Terms implies acceptance by such relevant organization/institution.
PROFILE CREATION
1. To avail the Services, you will be required to create a profile on the Platform (“Profile”). In addition to setting up a username and password to create the Profile, you will be required to furnish certain details, including but not limited to phone numbers and other personal information. You warrant that all information furnished in connection with your Profile is and shall remain accurate and true, and you agree that you shall promptly update your details on the Platform in the event of any change to or modification of this information.
2. You will maintain the security and confidentiality of your username and password and immediately notify us of any disclosure or unauthorised use of your Profile or any other breach of security with respect to your Profile.
3. You will be liable and accountable for all activities that take place through your Profile. We shall in no manner be liable for any unauthorised access to your Profile.
4. We do not independently verify the information provided by you and therefore, we shall in no way be responsible or liable for the accuracy, inaccuracy, obsolescence, or completeness of any information provided by you.
5. If you provide any information (or if we have reasonable grounds to suspect that you have provided information) that is untrue, inaccurate, obsolete, or incomplete, we may suspend or terminate your Profile and refuse any use of the Services.
6. You will maintain the confidentiality of your password. We will not be liable for any leak of information on your part and the consequences of the same. You agree to immediately notify us of any disclosure or unauthorized use of your credentials or any other breach of security concerning your Profile.
7. By providing us with your email address and mobile number, you agree to receive all required notices, notifications, and information electronically on that email address or mobile number. It is your responsibility to update any changes to your email address and mobile number.
CONSENT ARCHITECTURE

The Company will not retrieve, share, or transfer your Financial Information without your explicit consent. The Company shall perform the function of obtaining, submitting, and managing your consent in accordance with the AA Master Directions.

The Company shall obtain your consent in a standardized consent artefact which shall contain the following details:
1. Your identity and contact information; and
2. The nature of the Financial Information requested; and
3. purpose of collecting such Financial Information; and
4. the identity of the recipients of the Financial Information, if any; and
5. URL or other address to which notification needs to be sent every time the consent artefact is used to access information; and
6. Consent creation date, expiry date, identity, and signature/ digital signature of the Company; and
7. any other attribute as may be prescribed by the RBI.
At the time of obtaining consent, the Company shall inform you of all necessary attributes to be contained in the consent artefact as mentioned above and your right to file complaints with relevant authorities in case of non-redressal of grievances.
OUR OBLIGATIONS

In this respect, we will comply with all Applicable Laws, in particular the AA Master Directions, and do everything that is required of us by the AA Master Directions, while providing the Services to you.
1. We shall provide the Services to you on the basis of your explicit consent.
2. We shall share information with the Financial Information User as authorized by you in accordance with the terms of the consent provided by you.
3. None of your Financial Information accessed by the Company from the Financial Information Providers shall reside with Company.
4. We shall ensure that no information is shared without your explicit consent.
5. We shall not use or access your Financial Information other than for performing Services as explicitly requested by the Customer.
YOUR RESPONSIBILITIES
1. You shall be solely responsible for ensuring compliance with Applicable Laws and shall be solely liable for any liability that may arise due to a breach of your obligations in this regard.
2. You shall extend all cooperation to us in our defence of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Terms.
3. You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you shall not:
  1. use the Services to transmit any data or send or upload any material that contains viruses, trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware; and/or
  2. use any robot, spider, other automated device, or manual process to monitor or copy the Platform or any portion thereof and/or;
  3. engage in the systematic retrieval of content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory; and/or
  4. use the Services in (A) any unlawful manner, (B) for fraudulent or malicious activities, or (C) in any manner inconsistent with these Terms; and/or
  5. violate Applicable Laws in any manner.
4. You warrant that you shall not engage in any activity that interferes with or disrupts access to the Platform.
5. You shall not attempt to gain unauthorised access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any of our servers, or through the Platform, by hacking, password mining, or any other illegitimate means.
6. FIU shall never request your credentials (like passwords, PINs, private keys) which may be used for authenticating your Account at FIP and that you should never provide these details.
7. You hereby accept full responsibility for any consequences that may arise from your use of the Services.
INTELLECTUAL PROPERTY RIGHTS (IPR)
1. All rights, title, and interest in and to the Platform and Services, including all intellectual property rights arising out of the Platform and Services, are owned by, or otherwise licensed to us. You agree not to display or use, in any manner, our intellectual property rights including trademarks without our prior written permission.
2. Except as stated herein, none of the materials may be modified, copied, reproduced, distributed, republished, downloaded, displayed, sold, compiled, posted, or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording or other means, without our prior express written permission. Save and except with our prior written consent, you may not insert a hyperlink to the Platform, or modify/ alter any information or materials contained in the Platform.
3. No license or other such right is granted per this Agreement and your access to and/or use of the Platform should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademarks, service marks or logos appearing in the Platform without the prior written consent of the Company or the relevant third party proprietor thereof.
TERM AND TERMINATION
1. These Terms shall remain in effect unless terminated in accordance with the terms hereunder.
2. We may terminate your access to or use of the Services, or any portion thereof, immediately and at any point, at our sole discretion if you violate or breach any of the obligations, responsibilities, or covenants under these Terms, or when you cease to become a user of our Services or Platform.
3. Upon termination of these Terms:
  1. the Profile will expire; and/or
  2. the Services will “time-out”; and/or
  3. these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.
DISCLAIMERS AND WARRANTIES
1. We do not warrant the accuracy, suitability, or correctness of any Financial Information that is made available on or through the Services. The Platform and the Services are provided by us on an “as is” basis without warranty of any kind, (whether express, implied, statutory, or otherwise), including the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, we make no warranty that:
  1. the Platform or the Services will meet your requirements or expectations, or that your use of the Services will be uninterrupted, timely, secure, or error-free; and
  2. any errors or defects in the Platform will be corrected.
2. No advice or information, whether oral or written, obtained by you from us shall create any warranty that is not expressly stated in these Terms.
3. To the fullest extent permissible under Applicable Law, we, our affiliates, and related parties each disclaim all liability towards you for any loss or damage arising out of or due to:
  1. your use of, inability to use, or availability or unavailability of the Services;
  2. the occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorized access to our records, programmes, services, server, or other infrastructure relating to the Services; or the failure of the Services to remain operational for any period of time.
4. Further, all Financial Information obtained from Financial Information Providers may be based on delayed feeds and may not reflect the real-time/ rates. We shall not be responsible for any errors or delays in the Financial Information provided to the Financial Information Users as part of its Services or for any actions taken by the Financial Information Users in reliance thereon.
5. The use of any information set out is entirely at your own risk. You should exercise due care and caution (including if necessary, obtaining of advise of tax/ legal/ accounting/ financial/ other professionals) prior to acting or omitting to act, on the basis of the information contained / data generated herein. We shall not be liable for any loss arising from the use of the Services and/or the Platform. You will be solely liable for any consequences, legal, financial or other, that may arise out of usage of the Services.
6. We do not warrant that access to the Platform shall be uninterrupted, timely, secure, or error free nor does it make any warranty as to the results that may be obtained from the Platform or use, accuracy or reliability of Services.
CHANGES & MODIFICATION

We reserve the right to modify these Terms, in our sole discretion, at any time. Such modifications may be posted through the Services, on our Platform or when we notify you by other means. The changes may be periodically intimated to you and your continued use of the Services indicates your agreement to the modifications.
GOVERNING LAW, DISPUTES & JURISDICTION
1. This Agreement shall be governed by and construed in accordance with the laws of India.These Terms, the Services and the relationship between you and us shall be governed in accordance with the laws of India. You agree that all claims, differences, and disputes arising under or in connection with or in relation
  
  hereto the Platform, these Terms, the agreement(s) entered into on or through the Platform or the relationship between you and us shall be subject to the exclusive jurisdiction of the courts at Bangalore.
2. Subject to the foregoing, in the event of a dispute whatsoever arising in any way connected with the interpretation or implementation of any term of these Terms, or in any way connected with the use or inability to use the Services, the same shall be referred to an arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time, and the decision of the arbitrator will be final and binding. The arbitration proceedings will be held in Bangalore, India.
LIMITATION OF LIABILITY

In no event shall we be liable for any special, incidental, punitive, indirect or consequential damages whatsoever (including but not limited to damages for loss of profits, loss of confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatever) arising out of or in any way related to the use of or inability to use the Services or failure to provide support or other services, information and related content through the software or Platform, or otherwise arising out of the use of the Services, even if you have been advised of the possibility of such damages. In no event will our entire liability to you in respect of Service and Platform, whether direct or indirect, exceed the payment made to us by you. We shall have no liability to you if we are prevented from or delayed in performing our obligations due to force majeure event.
ENTIRE AGREEMENT, SEVERABILITY AND ASSIGNMENT

These Terms represents the complete and exclusive understanding between you and us regarding your use of Services. If any provision of these Terms is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of these Terms, which shall remain valid and enforceable.
THIRD PARTY RIGHTS

No third party shall have any rights to enforce any terms contained herein.
CUSTOMER GRIEVANVCE REDRESSAL

Grievance Redressal Policy is formulated with a purpose to provide the efficient customer service support through a laid down procedure and the same can be accessed via link “Grievance Redressal Policy” on company’s website. In terms of the Master Directions of RBI, if the complaint/grievance is not resolved within a period of one month from reporting, you may appeal to the Reserve Bank of India (RBI).
PRICING

We will go beyond efficiency and fairness by providing all our services at prices that enable our partners to provide affordable services to their users. The structuring of the prices will be carefully and consultatively tailored to each market segment. The users shall benefit from the usage of the product at no direct cost of downloading, registering and using the services to share data with FIUs. The user can be charged for data that they download for their own purposes using Tally Edge application. For further information, the Pricing Policy can be accessed via link “ Pricing Policy ” on the Company’s website.
FORCE MAJEURE

We shall have no liability to you if we are prevented from or delayed in performing our obligations or from carrying on our business by acts, events, omissions, or accidents beyond our reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, the act of God, war, riot, civil commotion, pandemic situations, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.

CONFIDENTIALITY

You agree not to disclose or attempt to use or personally benefit from any non-public information that you may learn or discover on the Platform or through the Services. This obligation shall continue until such time as the non-public information has become publicly known through any action of yours. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such non-public information, you agree to notify us promptly and diligently and cooperate fully in protecting such information to the extent possible under applicable law.

We may access, preserve and disclose any of your information, if required, subject to applicable law, for the facilitation of any Services to you as per your explicit request, or to do so to ensure compliance with applicable law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against us or to comply with legal process, (ii) for fraud prevention, risk investigation, your support, product development and de-bugging purposes, or (iii) protect our rights, property or safety of our users or members of the public.

THIRD PARTY WEBSITES OR LINKS

Any access to a third party’s software applications or links on the Platform shall be at your sole risk, and we shall not be liable for any losses sustained by you, or any third party in this regard. You understand and agree that when you access a link that leaves our Platform or any third-party software applications on the Platform, the site you will enter into or the third-party software you access, and use is not controlled by us and will have different terms of use and privacy policies that may be applicable. By accessing links to other sites or accessing such third-party software applications, you acknowledge that we are not responsible for those sites/third party software. Your use of any third-party software application or links on the Platform is subject to the license you agreed to with the third party that provides you with the software/links. We do not own or control nor do we have any responsibility or liability for any third-party software application or links that you elect to use on our Platform and/or in connection with the Services. Any transaction you undertake on such third party sites or third party software applications would be solely at your own risk, and we shall not be liable for it in any way. We reserve the right to disable third party links or software applications on the Platform, although we are under no obligation to do so.

INTRODUCTION

The Grievance Redressal Policy ("Policy”) is designed to handle any complaints or grievances of any customer on the Company’s platform ( www.tallyedge.com and all associated Mobile Apps) and aims to minimize the recurrence of similar issues in the future, through a structured grievance redressal framework, supported by a review mechanism.

We sincerely believe in holding the relationship with every customer, new or old, in its full sanctity. We understand that there can be a possibility of an issue not being resolved at a lower level; therefore, this policy provides a redressal mechanism for all levels of issues. We will do our best to ensure that the redressal of any feedback, query, complaints or grievance is fair and just and within the given framework of rules and regulation.
REGULATORY FRAMEWORK
1. This Grievance Redressal Policy has been prepared as per the provisions of the Master Directions DNBR.PD.009/03.10.119/2016-17 dated September 02, 2016 and last updated on December 29, 2022 captioned “Master Direction- Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016” (“Master Directions”) as applicable to NBFC - AA.
2. Tally Account Aggregator Services Private Limited (“Company”,” Tally” “we”, “our”), being a NBFC-AA, is accordingly required to put such a Policy in place.
  
  As the policy is prepared in line with RBI master directions of NBFC-AA, the policy is subject to the changes in aforesaid master directions.
APPLICABILITY

This Policy covers how we address any complaints or grievances raised by customers (“Customers”, you” or “your”) on our Platform.
PURPOSE

This Policy is formulated with a purpose to provide the efficient customer service support through a laid down procedure. In order to make grievance redressal more meaningful and effective, a structured system has been built up towards such an end. This system would ensure that the redressal sought is just and fair, and within the given framework of rules and regulations.
Principles of Grievance Redressal

The Grievance Redressal policy follows the following principles:
1. All customers are always treated fairly and without bias.
2. Complaints raised by customers are dealt with courtesy and in a timely manner.
3. Customers are informed of avenues to escalate their complaints and their rights if they are not satisfied with the resolution of their complaints.
4. The employees work in good faith and without prejudice, towards the interests of the customers.
5. Resolutions would follow the simple principle of ensuring an effective resolution.
6. The responses would be consistent with RBI guidelines at all times as applicable to mitigate impact on customer on account of the grievance.

GRIEVANCE REDRESSAL MECHANISM

A Customer may lodge a complaint in writing through e-mail. In case of any grievances, the Customers can intimate and record their complaints / grievances for a resolution in the manner detailed below:

Registration of Complaints

Lodge of complaint - The Company shall enable registration of complaints by Customers through multiple channels. Anonymous complaints will not be considered in terms of this

Customer Grievance Redressal Mechanism. Grievances must be spelled out clearly. Customers shall ensure that they quote their Customer ID /Reference no. in their correspondence with the Company regarding their complaint.

The various channels available to customers are as follows: –
1. Website: Online through the links indicated below or by directly contacting the Grievance Redressal Officer.
2. E-mail: Customers can send an email for redressal of issues to grievances[at]tallyedge[dot]com
3. Grievance Redressal Officer: Customers may also reach out directly to Grievance Redressal officer over email which is provided in the below sections.
Grievance Redressal Officer:

The Company shall appoint a Grievance Redressal Officer for customer grievances. The Grievance Redressal Officer is responsible for implementation and monitoring of customer grievances redressal in the Company. Aggrieved Customers can write directly to the Grievance Redressal Officer regarding their grievances online at grievances[at]tallyedge[dot]com and physically at

Mr. Mukesh Singh

Grievance Redressal officer

Tally Account Aggregator Services Private Limited No. 331-336, Raheja Arcade

Koramangala Bangalore- 560095
Mechanism To Handle grievance (Escalation Matrix)

Escalat ion

Timefram e

Customer Activity

Company’s Response

Level 1

Day of filing Grievance or

Complaint

Customer sends an email/file complaint to with the requisite information and the grievances to Grievance redressal officer

Company will send (automated or manual) acknowledgement within 24 hrs. We will aim to resolve the issues within 10

days.

Level 2

After 10

Days of filing Grievance or Complaint

In case the complaint is not resolved within the given time or if the customer is not satisfied with the solution provided through above channels, then Customer can connect with the Company on Tel.

Company will ensure that the complaint/grievance is resolved within 20 days, subject to receipt of appropriate /requisite details from the customer. Any delay will be communicated to the

customer.

No. 080-68103633 with

appropriate details.

Level 3

After 20

Days of filing Grievance or Complaint

In case the complaint is not resolved within the 20 days or if the customer is not satisfied with the solution provided through above channels, then Customer can connect with the Director on tejas[at]tallyedge[dot]com with

appropriate details.

Company will ensure that the complaint/grievance is resolved within 30 day

Level 4

Post 30

Days of filing Grievance

If the customer is not satisfied with the resolution, does not receive a resolution or in the event of non-receipt of reply within 30 days from the lodgement of the complaint, from the company, customer may appeal to the regulator, Reserve Bank of India, at:
To
The Department of Supervision,
Regulatory Services Section,
Regional Office,
Reserve Bank of India,
10/3/08, Nrupatunga Road,
Bangalore 560001

TYPE OF GRIEVANCES TO BE ADDRESSED

The Company shall accept and entertain all the complaints/grievances arising out of activities undertaken by the Company as per the provisions of Master Directions. The Complaints/Grievances may be in relation to, but not limited to the below mentioned areas:
1. Registration issues
2. Consent related issues
3. Account Aggregation Reports
4. Technical issues
5. Billing/Fee related issues
RESPONSIBILITIES OF BOTH PARTIES
1. Tally’s responsibilities:
  1. We shall ensure that your grievances shall be responded to within the time period prescribed under this Policy.
  2. We shall ensure mediation efforts between Tally and the Customer to effectively provide a resolution.
  3. We will analyse all disputes and provide a decision based on the facts of the case and availability of documents.
  4. Our customer grievance response team will ensure that all grievances are handled smoothly and sensitively and resolved within 30 days of receipt of the complaint. They will undergo training in handling grievances and will be updated from time to time depending on the need for training and optimizing our approach to handle grievances.
2. Customer’s responsibilities:
  1. We request all our customers to fully cooperate with us so that we may be able to provide a timely and effective grievance redressal process. Customers are expected to furnish the relevant documentation and/or information so that we can conduct an effective investigation of the issue at hand.
  2. We may request additional information on a case-to- case basis so that we ensure the right decision has been taken when investigating a dispute. We disclaim all responsibilities and liability for non-redressal of grievances due to falsified, inaccurate, mala fide or outdated information or documents that are provided by our Customers.
MONITORING

All new and pending Customer complaints along with complaints received from the Reserve Bank of India, if any shall be placed before the Board of Directors on quarterly basis for its review.
POLICY REVIEW AND AMENDMENTS

This Policy shall be reviewed and revised, if required and approved by the Board of Directors every year, in order to align with the ongoing regulatory and business requirements. The Board of Directors reserves the power to amend this policy from time to time. The Board shall review the Policy annually and otherwise as it deems appropriate.

PRIVACY POLICY

INTRODUCTION
1. This Privacy Policy (“Policy”) governs Tally Account Aggregator Services Private Limited ( “our”, “we”, or “us”) practices in relation to the storage, use, processing, and disclosure of Personal Data (defined below) that the Customer (“you”, “your”) has chosen to share with us when you access our website and mobile application (collectively, the “Platform”), or personal data that we may have access to in relation to your use of Platform or access to our account aggregation services (collectively, “Services”).
2. By accessing the Platform or otherwise using the Services, you agree to be bound by this Policy and explicitly consent to the collection, storage, use, disclosure or otherwise processing of the Data that you provide (including sensitive personal information) in accordance with this Policy. We ask for only the least amount of Personal Data necessary and essential for the purposes of provision of Services.
3. This Policy shall be read together with Terms and Conditions available (“”) on our Platform. Capitalised words in the Policy shall have the same meaning ascribed to them in the Terms available at
DEFINITIONS
1. “Information" includes data, text, images, codes, computer programmes, software and databases.
2. “Personal Data” or “Data” means any data of the Customer who is identifiable by or in relation to such data, including but not limited to the name, address, e-mail address, telephone number, proof of identity, financial and billing Information and demographic Information that is obtained by us from you, or which may otherwise be made available to us for the provision of the Services pursuant to these Terms.
3. Tally Account Aggregator Services Private Limited or Tally Edge includes affiliates, subsidiaries, group and associate companies of Tally Account Aggregator Services Private Limited
DATA WE COLLECT ABOUT YOU
1. When you use our Platform, we collect and store your Personal Data which is provided by you from time to time. You always have the option to not provide Information by choosing not to use a particular service or product provided by us.
2. We may collect, store, use and transfer the following kinds of Personal Data about you to provide you with, or in connection with the Services, including:
  1. Data pertaining to your identity and related data, such as your first and last name, gender, title, identity document and proof of addresses, consent records, of or through our Services, feedback, survey responses, etc.;
  2. Contact data, including email addresses, phone numbers, addresses, business addresses, etc.;
  3. Data about your device, including but not limited to:
    1. Location – location data recorded on your device; and
    2. Device Information – including hardware model, operating system and version, IMEI and serial numbers, user profile Information, IP addresses, browser types and versions, time zone settings, and Wi-Fi and mobile networks.
  4. Usage data, including Information about how you use our Services; and
  5. Marketing and communications data, including your preferences in receiving marketing communications from us and our third parties and your communication preferences and also to anticipate and resolve issues and concerns with Tally Edge’s Services.
3. We may also collect, use, and share aggregated data such as statistical data for any required purpose like providing, maintaining and improving Tally Edge’s platform and services and to ensure adherence to legal and regulatory requirements for prevention and detection of frauds and crimes.
COOKIES
1. We may use "cookies" as required on the Platform. "Cookies" is a term generally used for small text files a website uses to recognize repeat users, facilitate the user's ongoing access to and use of the site, allow a site to track usage behaviour and compile aggregate data that will allow content improvements and targeted advertising, preferences etc.
2. Cookies themselves do not personally identify you, but it identifies your device. Generally, cookies work by assigning a unique number to the device that has no meaning outside the assigning site. Cookies also exist within mobile applications when a browser is needed to view certain content or display an ad within the application.
3. You are being made aware that Tally Edge cannot control the use of cookies. If you do not want Information collected through the use of cookies, you may change the settings in your browsers that allows to deny or accept the cookie feature as per your discretion.
SECURITY OF DATA
1. We will take required technical and organizational precautions to prevent the loss, misuse or manipulation of the Information shared. Once your Information is in our possession, we adhere to our security guidelines to protect it against unauthorized access in compliance with Applicable Laws.
2. We will store all the Personal Data so collected, on our secure password protected and encrypted servers.
3. We have adopted reasonable security practices and procedures, to include technical, operational, managerial, and physical security controls in order to protect all Information from unauthorized access, or disclosure while it is under our control.
4. Our security practices and procedures limit access to Information on a “need to know” only basis. Further, our employees are bound by our Code of Conduct and confidentiality obligations which obligates them to protect the confidentiality of Personal Data.
5. While disposing of the Information, we use reasonable procedures to erase it or render it unreadable.
CONSENT
1. All collected Personal Data is subject to your consent to the collection, use, storage, disclosure and otherwise processing of your Information (including sensitive personal information) in accordance with this Policy.
2. You may also withdraw your consent at any time. However, in the event you withdraw consent given to us under this Policy, such withdrawal may hamper your access to the Platform or restrict provision of our services to you for which we consider that Information to be necessary.
RETENTION OF DATA
1. The Company shall keep sensitive personal data or information for the period as long as required under any applicable laws.
2. You understand and agree that in instances where we are required to disclose the data related to you in compliance with applicable laws, we shall have the right to share such data with relevant agencies or bodies.
DISCLOSURES IN RELATION TO ACCOUNT AGGREGATION
1. Our Services enable you to provide your consent for the disclosure and transfer of your Financial Information to Financial Information Users. Please note that we will under no circumstances store any Financial Information pertaining to you. We will retrieve, share, or transfer your Financial Information only with your explicit consent obtained in accordance with the AA Master Directions in a standardized consent artefact.
2. At the time of obtaining your consent, we shall inform you of all necessary attributes to be contained in the consent artefact as mentioned below and your right to file complaints with relevant authorities in case of non-redressal of grievances. The consent artefact will contain the following details:
  1. Your identity and contact Information;
  2. The nature of the Financial Information requested;
  3. Purpose of collecting such Financial Information;
  4. The identity of the recipients of the Financial Information, if any;
  5. URL or other address to which notification needs to be sent every time the consent artefact is used to access Information;
  6. Consent creation date, expiry date, identity, and signature/ digital signature of the Company; and
  7. Any other attribute as may be prescribed by the Reserve Bank of India.
3. We will also provide you with a functionality to revoke consent to obtain Information that is rendered accessible by a consent artefact, including the ability to revoke consent to obtain parts of such Information.
4. You may, at any point in time, access a record of the consents provided by you and the Financial Information Users with whom the Information has been shared on the Platform.
YOUR RIGHTS IN RELATION TO PERSONAL DATA OR INFORMATION COLLECTED BY US

You have the right to withdraw your consent at any time in writing by sending an e-mail to us at grievances[at]tallyedge[dot]com in accordance with the terms of this Privacy Policy. However, please note that withdrawal of consent will not be retrospective in nature and shall be applicable prospectively.

You may write to us at manoj.mehta[at]tallyedge[dot]com to access, review, modify or correct your personal data or information or withdraw your consent to provide personal data or information. We are not responsible for the authenticity of the information provided by you.

You agree and acknowledge that your right to access, modify and/or withdrawing your consent to provide personal data or information as mentioned above may be denied or limited by us, as may be required under any applicable law, law enforcement requests or under any judicial proceedings.
LINKS TO OTHER SITES

Links to third-party advertisements, third-party websites or any third-party electronic communication service which are operated by third parties may be provided on the Platform. Such links may not be controlled by, or affiliated to, or associated with us unless otherwise expressly specified on the Platform. We will not be responsible for any form of transmission, whatsoever, received by you from any third-party website. Accordingly, we do not make any representations concerning the privacy practices or policies of such third parties or terms of use of such third-party websites, nor do we control or guarantee the accuracy, integrity, or quality of the information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials available on such third-party websites.

The inclusion or exclusion does not imply any endorsement by us of the third-party websites, the website provider, or the information on the third-party website. The information provided by you to such third-party websites shall be governed in accordance with the privacy policies of such third-party websites, and it is recommended that you review the privacy policy of such third-party websites prior to using such websites.
CHANGES TO THIS PRIVACY POLICY

Please check our Privacy Policy periodically for changes. We may update this Privacy Policy to reflect changes to our Information processing practices.
PRIVACY OFFICER

For further clarifications with the Tally Edge’s privacy policy , please reach out to the Privacy Officer at the coordinates mentioned below -

Name: Manoj Kumar Mehta Privacy Officer

Address: 23/24, AMR Tech Park – II B, Hongasandra, Hosur Road, Bengaluru-560095

Email: manoj.mehta[at]tallyedge[dot]com

INTRODUCTION
Tally Account Aggregator Services Private Limited (herein referred to as "Tally”, “Company”, “we”, “us”, “our”) recognizes its role as a corporate citizen and endeavours to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. To ensure that the Company’s activities are carried out in accordance with good corporate governance practices, the Company has adopted this Policy on Corporate Governance.
APPLICABILITY
This Policy on Corporate Governance (the “Policy”) applies to the Board of Directors, various Committee Members and Senior Management of the Company and the continuing directors of the Company.
OBJECTIVE AND PURPOSE
The objective of this Policy is to ensure compliance with legal requirements and set standards for Corporate Governance so that concerned person act in accordance with the highest standards of governance while working for and on behalf of the Company.

The purpose of this Policy is to frame internal guidelines on Corporate Governance. This Policy shall lay down the detailed procedures for the implementation of the corporate governance practices within Tally.
RELEVANT DEFINITIONS
1. “Applicable Laws” shall mean any statute, law, regulation, ordinance, rule, notification, order, by-law, having the force of law of any of the foregoing, by any regulatory authority including the Master Directions DNBR.PD.009/03.10.119/2016-17 issued by Reserve Bank of India vide notification no. RBI/DNBR/2016-17/46 dated September 02, 2016 and last updated on December 29, 2022 captioned “Master Direction- Non-Banking Financial Company - Account Aggregator (Reserve Bank) Directions, 2016” (“Master Directions”).
2. “Board of Directors”or“Board”shall have the same meaning as ascribed to the term under the Companies Act, 2013.
3. “Committees”means committees of Board of Directors constituted by virtue of Applicable Laws;
4. “Director” shall have the same meaning as ascribed to the term under the Companies Act, 2013;
5. “Risk Management”means the process established to ensure that all material risks and associated risk concentrations are identified, measured, limited, controlled, mitigated and reported on a timely and comprehensive basis;
6. “Risk Management Committee”means the committee constituted as per the Master Directions set forth in this regard;
7. “Senior Management”shall mean as defined in Section 178 of the Companies Act, 2013 as personnel of the Company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.
GOVERNANCE STRUCTURE:
1. Board of Directors
  The Directors shall be responsible to set strategic objectives for the management and to ensure that the long-term interests of all stakeholders are served by adhering to and enforcing the principles of sound Corporate Governance.
  
  The role of the Board will be to determine the overall strategic direction and management of the Company, including monitoring its performance. The Board shall be responsible to the shareholders and its conduct determined by Applicable Laws and the Articles of Association of the Company. In performing its duties, the Board shall meet regularly and act in the best interests of the Company including shareholders, employees & clients.
  1. Composition & necessary disclosures:
    As per the Company’s Act,2013 the Board’s strength is required to be a minimum of two. A Director shall not hold the office of Director in more than 20 companies (in accordance with section 165 of the Companies Act, 2013). Provided that the maximum number of public companies in which a person can be appointed as a director shall not exceed 10. All the Directors shall make the necessary annual disclosure regarding their directorships and committee positions and shall intimate changes as and when they take place. The Directors must also comply with the Fit and Proper Criteria Policy and make mandatory disclosers under the same.
  2. Information to be placed before Board and its Committees
    To enable the Board members to discharge their responsibilities effectively and take informed decisions, detailed agenda papers, with explanations on each item, shall be sent to each Director well in advance of the Board and the Committee meetings as per Applicable Laws. All the items on the agenda shall be discussed in detail, during the Board and its Committee meetings. The Board members shall have complete access to any information, within the Company. At the meetings, the Board members shall be provided with all the relevant information on important matters affecting the working of the Company as well as the related details that require deliberation by the members of the Board.
  3. Meetings:
    The Board Meeting shall be held at least four times a year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. The minimum information made available to the Board shall be furnished to the Directors.
  4. Agenda for the Meeting
    The agenda for the Board and its Committee meetings shall be sent to the Board members and the Committee members respectively within a reasonable period prior to the Meeting as per Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India and other Applicable Laws. Each Board member and Committee member as the case may be is free to suggest inclusion of items in the agenda. With the permission of the Chair, each Board member and Committee member is free to raise any matter(s) that is/are not on the agenda of the Board and the Committee Meeting respectively and any other matter can be placed for discussion unless there are any regulatory restrictions. However, with reference to any sensitive matter on the agenda, relevant information can be made available only at the time of the Board Meeting or the Committee meeting.
  5. Attendance at Board Meetings
    The Directors shall strive to attend all meetings of the Board and its Committees where they are members. In case a Director is unable to attend specific Board Meeting or its Committees where they are members, he or she shall obtain leave of absence from the Board or the Committee.
  6. Minutes
    The minutes of all meetings of the Board and the Committees shall be circulated to the Board and the Committee respectively and shall be noted in the consequent Board Meeting and Committee meeting respectively as per Companies Act, 2013 and Secretarial Standard on Meetings of the Board.
2. BOARD COMMITTEES
  The Board has constituted various Committees to deal with specific matters and for operational convenience, delegated powers for different functional areas to different Committees in accordance with applicable laws. The Board shall have the following Committees mandatorily:
  1. Audit Committee.
  2. Nomination and Remuneration Committee.
  3. Risk Management Committee.
  The composition, terms of reference and functioning of the Committee(s) shall be decided by the Board of Directors in accordance with Applicable Laws. Details of the various Board Committees are as under:
  1. AUDIT COMMITTEE
    1. The Company shall have in place the Audit Committee in accordance with the provisions of Para 14.2 of Master Directions.
    2. Audit Committee shall constitute three members.
    3. The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
    4. The members of the Audit Committee shall elect a chairman from amongst themselves
    5. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, shall be binding on the Board. Furthermore, the Board is authorized to reject the recommendation with an appropriate reason.
    Roles & responsibilities of Audit Committee
    1. Reviewing internal controls and internal audit function with the management/internal auditors.
    2. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process.
    3. Examining the financial statement and the auditors’ report thereon;
    4. Oversight of financial reporting process/disclosures and review of interim & annual financial statements before the Board approval.
    5. Periodic discussion with the statutory auditors of the Company (whether before, during or after the audit) on internal systems, nature and scope of audit, audit observations and areas of concern, if any.
    6. Recommending the appointment, remuneration and terms of appointment of auditors of the Company to the Board.
    7. Reviewing the outcome of internal investigations of material fraud, irregularity and failure of internal system.
    8. Approval or any subsequent modification of transactions of the company with related parties.
    9. Reviewing internal financial & risk management policies.
    10. Scrutiny of inter-corporate loans and investments.
    11. To look into substantial defaults, if any, in payments to creditors and shareholders.
    12. Establishment of vigil mechanism policy for Directors and employees to report genuine concerns & grievances as draft place before the Board.
    13. In addition to the above, the Committee may look into any matter pertaining to finance and accounts areas, as it may deem fit and for this purpose the Audit Committee shall have full access to information contained in the records of the Company and external professional advice, if necessary.
  2. NOMINATION & REMUNERATION COMMITTEE
    1. The Company shall have in place the Nomination & Remuneration Committee in accordance with the provisions of Para 14.3 of Master Directions
    2. Nomination & Remuneration Committee shall constitute three members.
    3. The Nomination & Remuneration shall meet at least once in a year and as and when required.
    4. The members of the Nomination & Remuneration Committee shall elect a chairman from amongst themselves
    5. The recommendations of the Nomination & Remuneration Committee on any matter relating to appointments and remuneration, shall be binding on the Company. Furthermore, the Board is authorized to reject the recommendation with an appropriate reason.
    Roles and responsibilities of Nomination and Remuneration Committee
    1. Review from time to time and recommend to the Board for its consideration on the structure for the Board of Directors of the Company.
    2. Evaluating the eligibility of an individual, on the basis of his qualification, positive attributes, past experience, for appointment as whole-time director/ managing director/ key managerial personnel of the Company and advising the Board of Directors/ shareholders with such detailed evaluation in the matter of appointment of such individual;
    3. Review, recommend and/ or approve the remuneration that can be offered to the proposed whole-time director/ managing director/ manager/ Non-executive Director/Key Managerial personnel of the Company;
    4. Review and recommend the Board of Directors on the re-appointment of the whole-time director/ managing director/ manager of the Company;
    5. Review, recommend and/ or approve the modification in the remuneration to the whole time director/ managing director/ manager/ non- executive director and key managerial compliance of the Company;
    6. Obtain and analyze information / documents for determining the qualifications, positive attributes for appointment of Director(s);
    7. Ensuring “Fit and Proper” Policy is taken into account while proposing a new Director / existing Director(s);
    8. Undertake any action/ step required to be taken to comply with the requirements prescribed under Applicable Laws.
    9. Obtainthe necessary “Fit & proper” declaration and undertaking from the proposed/ existing directors in the format prescribed under Master Directions.
    10. Obtain a simple declaration from the directors that the information already provided has not undergone change and wherever there is any change, requisite details are furnished by them forthwith
    11. Ensuring that a ‘Deed of Covenant’ is executed with the Directors as per the format prescribed under Master Directions.
  3. RISK MANAGEMENT COMMITTEE
    1. The Company shall have in place the Risk Management Committee in accordance with the provisions of Para 14.3 of Master Directions
    2. Risk Management Committee shall constitute three members.
    3. The Risk Management Committee shall meet on yearly basis.
    4. The quorum of Risk Management Committee shall comprise any two members of the Committee.
    5. The members of the Risk Management Committee shall elect a chairman from amongst themselves
  4. Roles and responsibilities of Risk Management Committee
    The role of the Risk Management Committee, inter-alia, shall include the following:
    1. To formulate a detailed Risk Management Policy, which shall cover the following:
      1. A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee;
      2. Measures for risk mitigation including systems and processes for internal control of identified risks.
      3. Business continuity plan
    2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.
    3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.
    4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.
    5. To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken.
    6. Identification, monitoring and measurement of the risk profile of the Company (including market risk, operational risk, compliance risk, credit risk, transactional risk etc.);
    7. overseeing its integrated risk measurement system.
    8. To analyze the critical decision for investments and corporate lending.
    9. Perform such other act, including the acts and functions stipulated by RBI and any other regulatory authority, as prescribed from time to time.
  5. CORPORATE CULTURE & VALUES & OVERSIGHT OF SENIOR MANAGEMENT
    1. Corporate Culture and values
      In order to promote a sound corporate culture and values, the Board shall ensure the following:
      1. setting and adhering to corporate values for itself, Senior Management and other employees that create expectations that all business should be conducted in a legal and ethical manner;
      2. promoting risk awareness within a strong risk culture, conveying the Board’s expectation that it does not support excessive risk-taking and that all employees are responsible for helping ensure that the Company operates within the agreed risk appetite and risk limits;
      3. ensuring that appropriate steps are taken to communicate throughout the Company the corporate values, professional standards or Code of Conduct it sets, together with supporting policies;
      4. employees should be encouraged and able to communicate, confidentially and without the risk of victimization, legitimate concerns about illegal, unethical or questionable practices.
      5. the Company does not engage in unethical or questionable practices. This will be facilitated through Whistle Blower Policy
  6. Oversight of Senior Management
    The Board should oversee the Senior Management. It should hold members of Senior Management accountable for their actions. This includes adhering to the Company’s values, risk appetite and risk culture. In doing so, the Board should:
    1. monitor that Senior Management’s actions are consistent with the strategies and policies approved by the Board;
    2. meet regularly with Senior Management;
    3. critically review the information provided by Senior Management;
    4. ensure that Senior Management’s knowledge and expertise remain appropriate given the nature of the business and the Company’s risk profile;
  7. FIT & PROPER CRITERIA
    In terms of RBI’s Master direction, the Company has in place a Board approved policy on ‘Fit and Proper Criteria for Directors’ (“Fit and Proper Policy”). Pursuant to the Fit and Proper Policy, the Company shall obtain necessary disclosures from Directors from time to time. Further, the Company ensures compliance with the provisions laid down in the said Policy.
  8. DISCLOSURES
    Company shall make the disclosures required to be made under Applicable Laws. The Company shall obtain all necessary information and declaration from the proposed / existing directors for the purpose in the format given in Annexure A of the Fit and Proper Criteria Policy as prescribed by the RBI, from time to time. The Board of the Company or such other person authorized by the Board or any law / regulation, shall ensure that all the disclosures statutorily required to be made on behalf of the Company are duly made to the regulatory / statutory authorities or such other persons as maybe required under applicable laws / regulations.
  9. POLICY REVIEW AND AMENDMENTS
    The Board shall review this Policy periodically in conformity with Applicable Laws so that it remains appropriate in the light of material changes in regulatory requirement with respect to the Company’s size, complexity, geographic reach, business strategy, market and best governance practices. Any subsequent amendment / modification in the Applicable Laws shall automatically apply to this Policy.

INTRODUCTION
Tally Account Aggregator Services Private Limited (herein referred to as "Tally”, “Company”, “we”, “us”, “our”) understands the importance of stakeholders’ confidence and trust in the Company. In order to preserve the same with transparency and to ensure that there are no apprehensions with respect to conflicts of interest in the minds of the stakeholders, the Board of Directors ("Board”) have formulated this policy on related party transactions (the “Policy”)

The Board acting upon recommendation of its Audit Committee (the Committee), has adopted this Policy which has been framed in compliance with the provisions pertaining to related party transactions under the Companies Act, 2013 (the “Act”), the rules made thereunder, and the applicable provisions of the Master Direction related to Non-Banking Financial Company – Account Aggregator (collectively, the “Applicable Law”).
APPLICABILITY
This Policy applies to transactions between the Company and one or more of its Related Parties. It provides a framework for governance and reporting of Related Party Transactions including material transactions.
SCOPE AND PURPOSE
This Policy is framed as per the requirement of Section 188 of the Act and the rules framed thereunder. This Policy is intended to ensure the proper approval and reporting of transactions as applicable, between the Company and any of its Related Party in the best interest of the Company and its stakeholders. This Policy has been designed to govern the transparency of approval process and disclosure requirements to ensure fairness in the conduct of Related Party Transactions, in terms of the Applicable Laws. The Committee shall review, approve and ratify Related Party Transactions based on this Policy. The Company shall disclose details of all material transactions with Related Parties in the annual report.
RELEVANT DEFINITIONS
1. “Arm’s Length Transactions” shall have the same meaning as assigned to the term under the Companies Act, 2013.
2. “Arm’s Length Price” shall have the same meaning as assigned to the term under the Income Tax Act, 1961.
3. Related party as per Section 2(76) of the Companies Act, 2013 shall mean, A person / entity shall be considered as related to the Company if such person/entity is—
4. “Relative” as per the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 means A relative with reference to any person, means anyone who is related to another, if:
  - they are members of a Hindu Undivided Family;
  - they are husband and wife; or
  - if he or she is related to another in the following manner, namely: -
    - Father, including step-father
    - Mother, including the step-mother.
    - Son, including the step-son.
    - Son’s wife.
    - Daughter
    - Daughter’s husband.
    - Brother including the step-brother;
    - Sister including the step-sister
5. “Related Party Transaction” shall mean any form of contract or arrangement with a Related Party as defined under Section 2(76) of the Act, as amended from time to time.
ARMS LENGTH TRANSACTION
In the absence of any prescriptive guidelines on Arm’s Length Pricing under the Applicable Laws, the Company shall prepare the Framework on Arm’s Length Pricing (“Framework”) approved by the Audit Committee, for determining the terms of the Related Party Transactions. Additionally, the Company may also adopt any other reasonable approach or methodology to demonstrate Arm’s Length Pricing for any specified Related Party Transaction identified by them.
ROLE OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
The Board of Directors will approve/amend this Policy from time to time for Related Party Transactions. The Board of Directors will be responsible to provide overall direction and monitor the Related Party Transaction regime in the Company from time to time

The Committee shall test each Related Party Transaction on materiality, arm’s length and ordinary course of business. The Committee will be responsible for overall monitoring and supervision of the Related Party Transaction regime in the Company.
IDENTIFICATION OF RELATED PARTY AND RELATED PARTY TRANSACTIONS:
1. Every Director shall make an annual disclosure as required under Section 184(1) of the Act read with applicable rules made there under as may be amended from time to time. Such declaration shall include disclosure of relative concern or interest in any company or companies or bodies corporate, firms or such other association of individuals which shall include the shareholding, directorship, membership, partnership etc.
2. The Compliance Team shall at all times maintain a database of Company’s Related Parties containing the names of individuals and Companies, identified on the basis of the disclosure given by every Director and the definition set forth in definition clause above, along with their personal/company details including any revisions therein.
3. The Related Party List shall be updated whenever necessary and shall be reviewed at least once a year.
4. If a Director wishes to enter into a Related Party Transaction with the Company involving either him/her or his/her Relative, shall give a prior notice to the Company along with all relevant details and documents.
5. Notice of any Related Party Transactions referred above shall be given well in advance so that the Company has adequate time to obtain additional information or documents about the proposed Related Party Transactions, if necessary, which is required to be placed before the Committee to enable it to approve the said transactions.
6. Every Director shall also promptly intimate any change in the annual disclosures mentioned above
REVIEW AND APPROVALS OF RELATED PARTY TRANSACTIONS
- Audit Committee’s approval
  All Related Party Transactions must be reported to the Committee and referred for prior approval by the Committee. To review a Related Party Transaction, the Committee will be provided with all relevant material information of the Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters. In determining whether to approve a Related Party Transaction, the Committee will consider the following factors, among others, to the extent relevant to the Related Party Transaction:
  - Name of the Related Party and nature of relationship.
  - Nature, material terms and monetary value of the contract or arrangement along with justification;
  - Whether the terms of the Related Party Transaction are fair and on arms’ length basis to the Company and would apply on the same basis if the transaction did not involve a Related Party;
  - Whether the Committee or the Board, through the secretarial department of the Company, was notified about the Related Party Transaction before its commencement and if not, why pre‐approval was not sought and whether subsequent ratification is allowed and would be detrimental to the Company; and
  - Whether the Related Party Transaction would present an improper conflict of interest for any director or Key Managerial Personnel of the Company, taking into account the size of the transaction, the overall financial position of the director, Executive Officer or other Related Party, the direct or indirect nature of the Director’s, Key Managerial Personnel’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board / Committee deems relevant;
  - Any other information relevant or important for the members to take a decision on the proposed transaction.
- Omnibus approval by Audit Committee.
  In case of certain frequent/ repetitive/ regular transactions with Related Parties which are in the ordinary course of business of the Company (including transactions for support services / sharing of services with companies),the Committee shall satisfy itself on the need for omnibus approval and should such approval be is in the interest of the Company, then the Committee may grant an omnibus approval for such Related Party Transactions proposed to be entered into by the Company, subject to the following conditions:
  - The Committee shall grant such omnibus approval in line with this Policy based on the following criteria:
    - Frequency of the transactions, based on either the past record of similar transactions, or expected frequency during the current financial year; volumes of transactions undertaken with such Related Party. The maximum value of the transactions, per transaction or in aggregate, shall not exceed 10% of annual consolidated turnover of the Company.
    - Committee shall satisfy itself the need for such omnibus approval and that such approval is in the business interest of the Company.
    - The details of such transactions viz. actually entered into/ executed by the Company will be tabled for review before the Committee.
    - The omnibus approval shall contain the name of the related party, nature and duration of the transaction, maximum amount of transaction that can be entered into, and such other conditions, as the Committee may deem fit, provided that where the need for Related Party Transaction cannot be foreseen and the aforesaid details are not available, the Committee may grant omnibus approval for such transactions subject to their value not exceeding the amount as decided by the Committee.
    - Omnibus approval shall be valid for a period not exceeding 1 (One) Financial Year and shall require fresh approval after the expiry of such Financial Year.
  - Notwithstanding the generality of foregoing, Committee shall not grant omnibus approval for following transactions: a. Transactions which are not in ordinary course of business or not on arm’s length basis and covered under Section 188(1) of the Companies Act, 2013; b. Transactions in respect of selling or disposing of the undertaking of the Company; c. Transactions which are not in the interest of the Company; d. Such other transactions specified under Applicable Law from time to time.
- Approval of the Board of Directors of the Company
  For the purpose of implementing the provisions under this Policy, the Board of Directors of the Company shall receive timely and sufficient information about the transactions covered under this Policy. Upon approval by the Committee, specified Related Party Transactions or Transactions which are not in the Ordinary Course of Business and/or not on an Arm’s Length basis must be referred to the Board for prior approval. Where any Director is considered interested in any transaction with Related Party, such Director shall not be present at the meeting during discussions and voting on the subject matter of the resolution relating to such transaction.
- Approval of the Shareholders of the Company
  If in the opinion of the Committee and Board, the intended related party transaction is Material Related Party Transactions or not in the Ordinary Course of Business or Not on an Arm’s Length basis and exceeding the threshold prescribed by Companies Act, 2013 and rules made thereunder, then prior approval of the Shareholders of the Company by a Special Resolution for such related party transaction is required.
  
  However, Shareholders approval shall not be required for Material related party transactions entered into between the Company and its wholly owned subsidiary whose accounts are consolidated with that of the Company and placed before the shareholders at the general meeting for approval.
  
  No member of the Company shall vote on such resolution, to approve any transaction which may be entered into by the Company, if such member is a Related Party, in the context of the Material Related Party Transaction for which the said resolution is being passed.
RELATED PARTY TRANSACTIONS NOT APPROVED UNDER THIS POLICY
In the event the Company becomes aware of a Related Party Transaction that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Committee / Board. The Committee / Board shall consider all of the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction. The Committee / Board shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy and shall take any such action it deems appropriate. In connection with any review of a Related Party Transaction, the Committee / Board has authority to modify or waive any procedural requirements of this Policy.
DISCLOSURES
Necessary disclosures shall be made by the Company in its Annual Report as may be required under applicable laws.

Pursuant to Section 134(3)(h) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013 shall be disclosed in the Director’s Report in the prescribed format.

Any matter not provided for in this Policy shall be handled in accordance with applicable laws, and the Company’s Articles of Association.
MAINTENANCE OF REGISTERS
The Company shall keep and maintain a register, physically or electronically, as may be decided by the Board of Directors, giving separately the particulars of all contracts or arrangements to which this policy apply, and such register is placed/taken note of before the meeting of the Board of directors annually.

The register shall be preserved permanently and shall be kept in the custody of the other person authorized by the Board for the purpose
POLICY REVIEW AND AMENDMENTS
This Policy shall be reviewed by the Audit Committee every year, in order to align with the ongoing regulatory and business requirements. The policy as reviewed by the Audit Committee shall be placed before the Board for its approval. The Board of Directors reserves the power to amend this policy from time to time. Any exceptions to the Policy on Related Party Transactions must be consistent with the Companies Act 2013, including the Rules promulgated there under must be approved in the manner as may be decided by the Board of Directors. This Policy is in conformity with Applicable Laws. Any subsequent amendment / modification in the Applicable Laws shall automatically apply to this Policy.

Background and Objective

Tally Account Aggregator Services Pvt. Ltd. (hereafter referred to as Tally Edge) has aligned to provide market leading offerings as an Account Aggregator to its Customers i.e., the person who has entered into contractual agreement with Tally Edge to avail the account aggregator services. The primary objective is to enable Account Aggregator services to be adopted widely in the market to drive the benefits of those which are bound to accrue to the entire ecosystem.

Applicability and Coverage

As per the Master Directions, an Account Aggregator is required to have a policy, duly approved by its board of directors, for pricing of its services. Accordingly, this policy is drafted to provide guidance in approaching the pricing, to be adopted by Tally Edge with respect to its Account Aggregator Business.

Pricing Principles

The concept of Account Aggregator is at an early stage and as such, the core objective is to drive widespread adoption among all stakeholders. This will mean that all barriers to adoption are to be identified and addressed effectively.
Pricing among others, shall play a crucial role for the entire ecosystem including the FIPs, the FIUs and the AA account holders.
The key to the entire process is driving the comfort of adoption and usage by the AA account holders. From a pricing perspective, keeping this free of charge for the AA account holders would be a key enabler encouraging adoption.
However, the FIUs who have a monetization model of providing faster, efficient services to their customers/prospects will be charged in a fair and cost-effective manner, so they drive adoption of AA among their customers and see an incremental value in discovering new customer segments and higher efficiencies to addressing customers. This also implies that the FIPs will have the responsibility of encouraging the entire Account Aggregator ecosystem to scale into millions of transactions across millions of AA users every month
For the FIPs, participating in the ecosystem will require certain infrastructure requirements to be fulfilled and will entail a cost. We believe the FIPs should see this the cost of enabling the entire financial services industry to grow and thrive, which would also include them. The FIPs should the cost of infrastructure and services provided to AA as an enablement cost and not a monetisation mechanism. If they do want to charge eventually, it should be recovering the costs in the process and not be seen a profit generation source.
The business model will be looked at from the perspective of accruing the benefits of widespread adoption of AA rapidly, but cognizant of the fact that widespread usage will happen over the long term

Service Pricing

As an Account Aggregator, Tally Edge shall service the Customer after obtaining their consent. Tally Edge will assist the Customers in retrieval of their financial information from different Financial Information Providers (FIPs), provide necessary assistance and support to the Customers during the process and service on other aspects as required by applicable regulations.
The pricing for the FIUs shall be published periodically on the portal, but the specifics of pricing might vary from customer-to-customer basis the volume of transactions involved
The users (customers) shall benefit from the usage of the product at no direct cost of downloading, registering and using the services to share data with FIUs. The user can be charged for data that they download for their own purposes using Tally Edge application.

Policy Review and Effective Date

This Policy shall be effective from the date on which Tally Edge is granted registration as an Account Aggregator. This Policy is subject to review annually (or earlier, if required) by the Board of Directors.
Tally Edge may further lay down such processes, guidelines, or actions as may be required to ensure compliance with the objectives of this Policy. Tally Edge may also carry out changes in the policy by the policy owner, as may be required to improve the effectiveness of the Policy to align with any change in the regulatory guidelines.

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