Terms and conditions

“Zerodha” refers to a) Zerodha Broking Limited, b) Zerodha Commodities Private Limited and its affiliates, with offices at 153⁄154, 4th, J P Nagar, 4th Phase, Bangalore, Karnataka, 560078. We may refer to Zerodha as “We”, “Our”, or “Us”.

Zerodha is a member of NSE, BSE and MCX, and is registered with the Securities & Exchange Board of India (SEBI) as a stock broker with the SEBI registration numbers as stated below:

The “Client”/“You”/“User is any individual or entity with an exchange approved UCC (Unique Client Code) account with Zerodha, able to trade various securities through Zerodha (in compliance with various exchange and SEBI regulations).

“Kite Connect” and “Kite Publisher” are a suite of APIs, developer services, and associated software offerings, collectively refered to as “APIs”. The APIs provide programmatic access (including, but not limited to: placing, modifying and cancelling orders; managing funds and portfolios; accessing order and account related information etc.) to various exchanges via Zerodha using a Client account.

TThe terms described in this document, and any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as concerning the use of the APIs are collectively referred to as the “Terms”.

This agreement is between “You”/”User” (accessor and consumer of the APIs) and “Zerodha”, the stock broker offering broking services via the APIs. You may be a Zerodha Client yourself, or You may be an entity offering the APIs in turn to other Zerodha Clients as end users.

You agree to any and all changes to the Terms without specific communication from Zerodha, by Your continuing usage of the APIs and/or continuing to hold an account with Zerodha. This does not apply to collection of additional personal data by Zerodha from you, which will be done providing notice to You and with your consent.

Subsidiaries and Affiliates: Zerodha has subsidiaries and affiliated legal entities throughout India. These companies may provide the APIs to You on behalf of Zerodha and the terms will also govern your relationship with these companies.

1) Account and registration

a) Accepting the Terms

We will create your account with your consent at the time of sign-up.

You may not use the APIs and may not accept the Terms if (a) You are not of legal age to form a binding contract with Zerodha, or (b) You are a person or entity barred from using or receiving the APIs under the applicable laws of India or other countries including the country in which You are resident or from which You use the APIs.

b) Entity Level Acceptance

If You are using the APIs on behalf of an entity, You represent and warrant that You have authority to bind that entity to the Terms and by accepting the Terms, You are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity). You also represent that accepting the Terms doesn’t contravene the entity’s constitutional documents or any other agreements.

c) Registration

In order to access certain APIs You may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information You give to Zerodha will always be accurate and up to date and you’ll inform us promptly, but no later than 7 days, of any updates (this may be subject to documentary proof in certain cases). Further, you have the right to ask for a summary of your personal information held by Zerodha.

2) API usage

The APIs are meant to be used for building innovative investment and trading platforms (“IBT” - Internet Based Trading) with the greater goal of increasing capital market participation in India. This may be for personal use, where You, a Client, develops a private interface exclusively for customising personal trading and investment experience, or this may be for building a trading platform. The development of trading platforms is bound by various norms and regulations stipulated by various exchanges and SEBI. You are responsible for ensuring You adhere to these platform guidelines and regulations, and seeking appropriate regulatory approvals if necessary. If You seek to obtain exchange approvals for your platform as Zerodha’s in-house platform, Zerodha will provide the necessary assistance where Zerodha solely believes it is necessary.

a) Permitted access

You will only access (or attempt to access) an API by the means described in the documentation of that API. The APIs are available here. Any circumvention of the methods described in the documentation may result in the termination of your access to the APIs. Please note that live market data obtained via Kite Connect cannot be displayed to the public at large, and you cannot attempt to reverse engineer, derive the composition or underlying information, structure or ideas of the market data. You are not permitted to use the APIs and/or live market data for virtual/mock trading apps, trading related games, to mislead or deceive others, for fraudulent or malicious purposes, to misrepresent the source of any content, to impersonate any person or entity, in violation of any applicable law, or in violation of any person’s privacy. Any such redistribution or attempt, if found, may result in the immediate termination of your access to Kite Connect.

Your right to use the APIs is based on a limited license provided by Zerodha to You, for use within India and for the period of this agreement with Zerodha. Your access and usage rights will completely terminate when Zerodha terminates your access to the APIs.

b) API rate-limiting

Zerodha may set limits on your use of the APIs (for instance, limiting the number of requests sent to a particular API) manually or via automated checks to ensure the stability of the APIs.

If You need to use the APIs beyond the limits imposed by Zerodha, You have to obtain express written consent from Zerodha, by writing to us. Zerodha may decline or accept such a request based on various factors.

c) Exclusivity

The API Terms are non-exclusive. You acknowledge that Zerodha may develop products or services that may be similar and may be in direct or indirect competition with any platform that is built using the APIs, or provide the APIs to platforms or clients using it for a purpose similar to You.

d) Tracking and monitoring

By using the APIs, You agree that Zerodha may monitor, track, and record all interactions and requests happening via the API, your own and your end users, for the purpose of ensuring stability, security, and reliability of the API, and for any audit-related requirements.

e) Automated trades

The APIs are not meant for placing fully automated trades (without manual intervention). If you wish to use the APIs for full automation, you should seek necessary approvals from the exchange. Zerodha may provide the necessary assistance in obtaining approvals.

3) Your end users

You may use the APIs to build platforms which You may in turn offer to other Clients of Zerodha (after obtaining the required exchange approvals). Neither Zerodha or anyone affiliated with the APIs may be held responsible for the losses suffered by the client or You, arising from technical malfunctions of your platform or the APIs. Your end users, Zerodha’s Clients, are bound primarily by the terms and conditions they agreed to at the time of their account registration with Zerodha, over and above the terms they may have agreed to when starting to use your platforms.

a) Ownership

As the APIs are restricted to–and only work with–the accounts of Zerodha clients, all end users You offer your API-enabled platforms to, are Zerodha’s Clients. Any new user that You may refer to Zerodha (who in turn opens an account with Zerodha on their own volition) for the purpose of offering your platform, is also Zerodha’s Client. While You may promote your services to such a Client, You cannot claim any exclusivity to the Client or their data. Zerodha may offer any service or offering to any of its existing clients, including Clients referred by you, at any time.

b) User Privacy

You will comply with all the applicable privacy laws and regulations including those related to Your end users, including the Digital Personal Data Protection Act, 2023. You will adhere to Zerodha’s privacy policy and provide a privacy policy for your end user that is clear, accurate and includes all necessary terms from these Terms.

4) Prohibitions and confidentiality

a) API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

b) Confidentiality

Your credentials (such as passwords, API keys and secrets, and Client IDs) are intended to be used only by you. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Further, you will be solely responsible for enforcing all required cybersecurity measures as per applicable law.

Zerodha’s communications to you may contain confidential information which includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Zerodha’s prior written consent, or where required by law (on informing Zerodha as soon as information is called for).

Unless expressly permitted by Zerodha or by the applicable laws, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs.

5) Audit

a) You agree to maintain complete and accurate trails, books, records, and logs (either online or offline) to demonstrate compliance with the Terms and applicable law. You will be required to maintain these logs for at least 5 years (or as per applicable law). You will allow Zerodha, on a prior notice of at least fourteen (14) days, to inspect and audit your books, API usage trails, electronic devices and equipment used, and/or your office. You also agree to provide any information required by Zerodha. This may be for any of the following reasons:

b) We may provide a shorter notice in case SEBI/stock exchanges arrange an audit or require information from us within a period shorter than 14 days. In this case, we will endeavour to inform you as soon as reasonably possible.

6) Costs and revenue

a) Costs

Zerodha may charge You for using the APIs, or parts of it selectively. These charges may be fixed or variable, and are at the sole discretion of Zerodha. Zerodha may also propose additional charges to You, (based on your usage of the APIs and on a case-by-case basis) for the continued use of the APIs. You may write to the relevant department to discuss a pricing suitable for You (Zerodha may decline or accept such a request based on various factors). The charges shall be communicated separately to You in writing.

b) Non-refundable charges

Any charges once paid (one-off or on-going) for the use of APIs or any of its subsets are non-refundable.

c) Sharing of revenue

Zerodha may share revenue with You (bound by the terms set forward by various exchanges and SEBI) for referring clients to Zerodha via the API, or for offering other services. This will be communicated separately in writing to You. You may write to us to discuss a revenue sharing model You desire (Zerodha may decline or accept such a request based on various factors).

7) Liability of the APIs

a) Uptime

The API response and account access times may vary due to a variety of factors, including, but not limited to, trading volumes, market conditions, system performance, technical and other factors. Market volatility, volume and system availability may delay account access and trade executions.

The uptime and availability of the APIs may be affected by technical or other factors within or outside of Zerodha’s control, or unforseen circumstances including natural disasters.

b) No guarantees or warranties

Zerodha does not make any promises, commitments, guarantees about the APIs or related offerings. When permitted by law, Zerodha, will not be responsible for any losses including lost profits, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages. To the extent permitted by law, Zerodha excludes all warranties, guarantees, conditions, representations, and undertakings.

c) Limitation of Liability

When permitted by law, Zerodha will not be responsible for lost profits, business revenues, goodwill or data; financial losses; or indirect, incidental, remote, special, consequential, exemplary, or punitive damages. In all cases, Zerodha will not be held liable for expense, loss or damage that is not reasonably foreseeable, and in any event, the liability of Zerodha arising out of the Terms and your usage of the website and/or the APIs shall not exceed INR 100 (Indian Rupees One Hundred Only).

8) Intellectual Property

a) All intellectual property including in relation to the APIs, including documentation, the Zerodha website and applications, including any software, techniques and processes used, and any trademarks, logos, images, material, content, designs, information and other content available on the website belongs exclusively to Zerodha or is licensed to Zerodha. By no means is any proprietary right or license in any intellectual property impliedly or expressly granted by Zerodha to the Client or any other user of the website and apps (together “Users”) through Your use of the website, except as specifically provided under the Terms or any other Agreement between you and Zerodha.

b) Zerodha hereby grants to You a non-exclusive, non-transferable, limited right to use the Zerodha logo to the extent only as permitted and communicated to you by Zerodha (including via email), for the Term of this Agreement and for use within the territory of India. Zerodha hereby grants to the Service Provider a non-exclusive, non-transferable, limited right to use the Zerodha logo to the extent only required for creating and publishing Content, for the Term of this Agreement and for use within the territory of India.

c) Users shall not copy, decompile, reverse engineer, or otherwise attempt to discover any source code, license, use or assign any intellectual property in the website, copy any logos, brand names, marketing or branding material or pictures from the website, remove any copyright and other proprietary notices contained in any content on the website, or use spiders, crawlers or robots for the purpose of accessing the website, or any content on the website.

d) Any unauthorized use of Zerodha’s intellectual property rights in connection with any other good, service or offering will constitute an infringement of the intellectual property rights of Zerodha and may be actionable under the applicable laws.

9) Termination

a) This agreement is effective until terminated. User rights under this agreement will terminate automatically or otherwise cease to be immediately effective if the user fails to comply with any applicable law or all Terms under this agreement or applicable to the User, and fails to correct such default within ten (10) days after written notice thereof from Zerodha. Upon termination, Zerodha shall not have any liability or other obligation to you for any claims.

b) If you want to terminate the Terms, you must provide Zerodha with prior written notice of at least 15 days and upon termination, cease your use of the applicable APIs, use of Zerodha brand and delete any cached or stored content that was permitted by the cache header.

c) Zerodha has the right to terminate the Terms without cause effective immediately (this may be with or without notice). The right of Zerodha to terminate or suspend the user’s account is in addition to any remedy or obligation prescribed by applicable law. If the user is aggrieved by any act of Zerodha in this regard, the user may write to Zerodha as per the grievance redressal policy as laid down in these Terms, with supporting documentation/evidence. Zerodha may deal with the grievance in accordance with applicable law. The decision of Zerodha to reinstate services is final.

10) Indemnification

You agree to indemnify and hold Zerodha and their parent companies, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to any allegation or third – party legal proceeding to the extent arising from:

11) Grievance redressal

If you have any grievances, please contact our grievance officer on the email ID [email protected]. This shall be the Compliance Officer of Zerodha, name: Pankathi H Jain (for Zerodha Broking Limited) and Ashmy Narayanan (for Zerodha Commodities Pvt. Limited). The grievances will be acknowledged within 24 hours of the complaint and disposed within 15 days of receipt.

12) Governing law/forum

This Agreement shall be governed and interpreted by the laws of the Union of India.

In the event any dispute or difference arises between You and Zerodha in connection with the validity, interpretation, termination and implementation or alleged breach of any provision of the Terms (“Dispute”), both Parties hereto shall endeavor to settle such Dispute within a period of 30 days, amicably with each other and in good faith.

Upon failure to amicably settle any Dispute, the User must give written notice to Zerodha and refer the Dispute to be resolved by arbitration to be conducted by sole arbitrator, mutually appointed by both the parties to settle the Dispute. The arbitration proceedings shall be conducted in accordance with the rules of the Mumbai Centre for International Arbitration. If both Parties are unable to mutually agree upon an arbitrator, the Mumbai Centre for International Arbitration shall appoint the sole arbitrator. The venue and seat of arbitration shall be Bangalore, India. The arbitration proceedings shall be conducted in English. The arbitral award shall be substantiated in writing.

The courts in Bengaluru (Karnataka) shall have the exclusive jurisdiction for the resolution of any disputes hereunder or arising from your use of the website and/or APIs. Both parties hereby consent to such personal and exclusive jurisdiction.

Zerodha Member of NSE & BSE — SEBI Registration no.: INZ000031633 | CDSL: Depository services through ETS Securities Pvt. Ltd. - SEBI Registration no.: IN-DP-431-2019 | Commodity Trading through Zerodha Commodities Pvt. Ltd. MCX: 46025 | Registered Address: Zerodha, #153/154, 4th Cross, Dollars Colony, Opp. Clarence Public School, J.P Nagar 4th Phase, Bangalore - 560078, Karnataka, India.

DISCLAIMER: Capital markets, trading, and investments have inherent risks. Please make sure you understand the risks involved and carefully read the Risk Disclosure Document as prescribed by SEBI | ICF before participating in the markets.

13) Miscellaneous

Waiver:

The failure of Zerodha to exercise any right provided herein or available under applicable law shall not be deemed a waiver of any further right hereunder. Waiver of any right by Zerodha shall not be deemed to be a waiver of any further rights of Zerodha. The exercise by Zerodha of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Survival:

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Confidentiality, Intellectual Property, and Indemnity.

Conflict:

In the event there is any conflict between the Terms, the Privacy Policy, any other policies applicable to whole or part of the website or Zerodha’s services and offerings to You, and agreements entered into between Zerodha and You, the following order of prevalence shall apply: (i) agreements between Zerodha and You, (ii) any product or service-specific terms and policies, (iii) the Privacy Policy, and (iv) the Terms.

14) Contact Us

Please reach out to [email protected] if you have any questions or concerns regarding the Terms.