1. Parties and Agreement

These Terms of Service ("Terms") constitute a binding agreement between:

• Sapiex Technologies Private Limited, operating as Nexly Advisory, a company incorporated under the Companies Act, 2013, with its registered office in New Delhi, India ("Company", "we", "us", or "our"); and
• You, the individual or entity accessing our website or services ("you", "Client", or "User").

By accessing nexlyadvisory.com, using the AEGIS platform at aegis.nexlyadvisory.com, or engaging our advisory services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our services.

These Terms are enforceable under the Indian Contract Act, 1872. By clicking "I agree," submitting a contact form, or continuing to use our services, you provide your free, informed consent as contemplated under Section 10 of the Act.

2. Description of Services

Nexly Advisory provides the following services exclusively to regulated banking entities in India:

• Regulatory Compliance Advisory: Interpretation and application of RBI master directions, circulars, and regulatory frameworks applicable to Urban Cooperative Banks (UCBs).
• Internal Audit Framework Design (RBIA): Design and implementation of Risk-Based Internal Audit (RBIA) frameworks, risk assessment matrices, and audit universe mapping in accordance with RBI Circular RBI/2020-21/88 and applicable directives.
• AEGIS — Audit Management Technology: A proprietary Software-as-a-Service (SaaS) platform for audit lifecycle management, covering 19 risk parameters, 568+ audit items, and 4-point scoring across RBI master directions.
• Ongoing Advisory and Retainer Services: Periodic regulatory guidance, circular analysis, board reporting support, and continuous compliance monitoring.

Specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Engagement Agreement or Statement of Work (SOW) executed between the parties. These Terms govern the general framework; the Engagement Agreement governs engagement-specific matters.

3. Acceptance and Eligibility

3.1 Eligibility

Our services are available exclusively to:

• Urban Cooperative Banks (UCBs) and Multi-State Cooperative Banks regulated by the Reserve Bank of India;
• Authorised officers, directors, and employees of such banking entities; and
• Other regulated financial institutions or intermediaries, as specifically agreed in writing.

By using our services, you represent that you are authorised to enter into binding agreements on behalf of your organisation and that your organisation meets the eligibility criteria above.

3.2 Modifications to Terms

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last Updated" date. Material changes will be communicated to registered clients by email. Continued use of our services after the effective date of any change constitutes acceptance of the revised Terms.

4. Intellectual Property

4.1 Our Intellectual Property

All content on nexlyadvisory.com, including but not limited to text, graphics, frameworks, methodologies, tools, reports, templates, and the AEGIS platform (collectively, "Nexly IP") is the exclusive intellectual property of Sapiex Technologies Private Limited, protected under the Copyright Act, 1957, the Information Technology Act, 2000, and other applicable Indian laws.

The AEGIS platform — including its audit frameworks, risk scoring methodologies, 568+ audit items, and software code — constitutes proprietary technology. No licence, right, or interest in Nexly IP is transferred to you except as expressly set out in your Engagement Agreement.

4.2 Permitted Use

Subject to your Engagement Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to:

• Access and use the AEGIS platform solely for your internal compliance and audit management purposes;
• Use deliverables (reports, frameworks) provided under an engagement for your organisation's internal purposes only.

4.3 Restrictions

You may not, without our prior written consent:

• Copy, reproduce, distribute, or publish any Nexly IP;
• Reverse engineer, decompile, or attempt to extract the source code of AEGIS;
• Use our frameworks, methodologies, or content to provide competing services to third parties;
• Remove or alter any proprietary notices or labels on our materials.

5. Critical Disclaimers

5.1 Advisory Services Are Not Legal Advice

Nexly Advisory provides regulatory compliance advisory services — not legal advice, legal opinions, or legal representation. Our services reflect our professional interpretation of RBI regulations and industry practices based on publicly available information. They do not substitute for advice from a qualified legal professional (advocate) under the Advocates Act, 1961.

If you require a legal opinion on any matter — including but not limited to regulatory compliance, contractual obligations, or enforcement matters — you must engage a qualified advocate independently.

5.2 No Guarantee of Regulatory Outcomes

We do not guarantee, represent, or warrant that:

• Your organisation's compliance with our recommendations will result in a specific outcome in any RBI inspection, supervisory review, or enforcement action;
• Our interpretation of any RBI circular or master direction is or will remain authoritative;
• The regulatory environment will not change in a manner that affects your compliance posture.

Regulatory outcomes are determined solely by the Reserve Bank of India and other competent authorities. Our advisory is intended to support your compliance efforts, not replace the judgement of your board, senior management, or your bank's statutory/concurrent auditors.

5.3 Website Information

Information published on nexlyadvisory.com — including insights, articles, and regulatory summaries — is provided for general informational purposes only. It may not reflect the most current regulatory developments. Always verify regulatory requirements directly with the Reserve Bank of India or your legal counsel.

6. Limitation of Liability

To the maximum extent permitted under applicable Indian law:

• Sapiex Technologies Private Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our services, including but not limited to loss of profits, regulatory fines, business interruption, or data loss.
• Nothing in these Terms excludes liability for fraud, wilful misconduct, or death/personal injury caused by our negligence.

These limitations reflect a fair allocation of risk between the parties and are a fundamental basis of our engagement terms.

7. Confidentiality

7.1 Your Confidential Information

We treat all non-public information you share with us in connection with our engagement — including financial data, internal audit reports, board papers, and operational details — as strictly confidential. We will not disclose such information to any third party except:

• With your prior written consent;
• To our employees or contractors who need it to deliver the services and are bound by equivalent confidentiality obligations;
• As required by applicable Indian law or a valid court order.

7.2 Our Confidential Information

You agree to treat our proprietary methodologies, frameworks, software architecture, pricing, and any non-public information we share with you as confidential, and not to disclose or use such information for any purpose other than your internal compliance management.

7.3 Mutual Obligation

Confidentiality obligations survive the termination of any engagement for a period of 3 years, or longer where required by applicable law.

8. Payment Terms

Fees for advisory services and AEGIS platform access are specified in your Engagement Agreement or Statement of Work. General principles:

• Invoices are payable within the period specified in the Engagement Agreement (typically 30 days from invoice date).
• All fees are exclusive of applicable taxes, including Goods and Services Tax (GST), which will be added to invoices as required by law.
• We reserve the right to suspend access to the AEGIS platform if invoices remain unpaid beyond 45 days after the due date, after providing 7 days' written notice.

9. Term and Termination

9.1 Term

These Terms are effective from the date you first access our website or services and continue until terminated in accordance with this Section.

9.2 Termination by Either Party

Either party may terminate an engagement by giving written notice as specified in the applicable Engagement Agreement. In the absence of a specific provision, 30 days' written notice is required.

9.3 Termination for Cause

We may terminate access to our services with immediate effect (and without refund) if you:

• Breach these Terms or your Engagement Agreement in a manner that is not remedied within 15 days of written notice;
• Engage in conduct that is fraudulent, illegal, or harmful to us or third parties;
• Fail to make payment when due after a 7-day cure period.

9.4 Effect of Termination

Upon termination: (a) all licences granted to you cease immediately; (b) you must stop using the AEGIS platform; (c) each party must return or destroy the other's confidential information (except as required to be retained by law); and (d) outstanding payment obligations survive termination.

10. Force Majeure

Neither party shall be liable for delays or failure to perform obligations resulting from events beyond their reasonable control, including but not limited to: acts of God, natural disasters, epidemic or pandemic, war, civil unrest, government actions or orders, power failures, internet outages, or changes in applicable law or regulation.

The affected party must notify the other as soon as reasonably practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement on 7 days' written notice.

11. Dispute Resolution

11.1 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any Engagement Agreement, the parties shall first attempt to resolve the matter through good faith negotiation for a period of 30 days from the date one party notifies the other of the dispute in writing.

11.2 Arbitration

If the dispute is not resolved through negotiation within 30 days, it shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be:

• Seat and Venue: New Delhi, India;
• Language: English;
• Arbitral Tribunal: A sole arbitrator mutually appointed by the parties, or if no agreement is reached within 15 days, appointed by the Delhi International Arbitration Centre (DIAC) or as per the Act;
• Confidentiality: Arbitration proceedings and awards shall be confidential.

The arbitrator's award shall be final and binding on both parties. Nothing in this clause prevents either party from seeking urgent interim relief from a competent court.

11.3 Jurisdiction for Interim Relief

For the purpose of seeking urgent or interim relief pending arbitration, both parties submit to the exclusive jurisdiction of the courts at New Delhi, India.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of India. Applicable laws include but are not limited to:

• The Indian Contract Act, 1872
• The Information Technology Act, 2000
• The Digital Personal Data Protection Act, 2023
• The Copyright Act, 1957
• The Arbitration and Conciliation Act, 1996

For matters not subject to arbitration, the courts at New Delhi, India shall have exclusive jurisdiction.

13. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect. The invalidity of any provision shall not affect the validity of the remaining Terms.

14. Entire Agreement and Waiver

These Terms, together with any applicable Engagement Agreement and our Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior representations, discussions, and agreements. No waiver by either party of any breach shall be construed as a waiver of any subsequent breach.

15. Contact Us

For questions about these Terms, to exercise your rights, or to discuss a potential engagement:

Ready to discuss your bank's compliance needs? Schedule a Consultation.

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