Terms and Conditions

Effective from: 23 September 2026

1. About these Terms

These Terms and Conditions ("Terms") govern your access to and use of Nirvest Lens, the Nirvest Wallet, the Nirvest website, and any related services we provide (together, the "Services").

The Services are provided by Nirvest Tech Private Limited, a private limited company incorporated in India under the Companies Act, 2013, CIN U62011DL2026PTC468686 ("Nirvest", "we", "us", "our").

By creating an account, signing in, or using the Services, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" includes that organisation.

If you do not agree to these Terms, do not use the Services.

2. Key definitions

• Workspace — an isolated environment within Nirvest Lens belonging to a customer, containing its own members, records, integrations and Wallet.
• Workspace Admin — a member of a Workspace with authority to manage its settings, members, permissions, spend controls and security options.
• Your Content — all data, files, emails, notes, records, documents and other material you or your Workspace upload, connect, import, create or generate through the Services.
• Nirvu AI — the AI assistant and AI features inside Nirvest Lens, including Nirvu AI Tax.
• NT (Nirvest Tokens) — prepaid usage credits used to pay for AI and platform usage, held in the NT Wallet.
• Commission Wallet — a separate balance holding referral and Partner Program earnings.

3. Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract. The Services are designed for investment professionals and organisations and are intended for professional use. You may not use the Services if you are barred from doing so under applicable law, including sanctions laws.

4. Accounts and sign-in

4.1 Sign-in. You sign in using a supported Google or Microsoft account. You are responsible for keeping that account secure.

4.2 Nirvest Lens and Wallet. Nirvest Lens and the Nirvest Wallet are separate applications that share the same sign-in. If you open a Wallet link without an active session, you will be asked to sign in and will then be taken to the page you requested. A Wallet link never grants access to anyone other than the signed-in account holder.

4.3 Two-factor authentication. A Workspace Admin may require two-factor authentication for all members of a Workspace.

4.4 Your responsibility. You are responsible for all activity under your account. You can view and revoke active sessions at any time. Tell us immediately at nirvest29@gmail.com if you suspect unauthorised access.

4.5 Accurate information. You must provide accurate information and keep it up to date, including any identity, tax and bank details needed for withdrawals (Section 13).

5. Workspaces and roles

5.1 Each Workspace is isolated from every other Workspace. Data, search, AI context and learned preferences are never shared between Workspaces.

5.2 The Workspace Admin controls membership, roles, permissions (including export permissions, fee-related permissions and spend controls) and security settings. Members can see Workspace data according to the permissions the Workspace Admin sets.

5.3 A connected email inbox can belong to only one Workspace.

5.4 If you join a Workspace belonging to an organisation, that organisation (through its Workspace Admin) may control and access the data you create in that Workspace.

6. The Services

Nirvest Lens is an AI-native CRM and operating system for investment professionals. Features may include deal pipeline management, company and people records, portfolio tracking, email and calendar integration, documents, Capital Partners tracking, Fees tracking, imports from other sources, search, translation, exports, and the Nirvu AI assistant.

The Services are currently offered in early access. Features may change, be added or be removed, and may contain errors. We may modify or discontinue any part of the Services, and will give reasonable notice of material changes where practical.

7. AI features — important limitations

7.1 AI can be wrong. Nirvu AI and other AI features generate output automatically. Output may be inaccurate, incomplete or out of date. You must review AI output before relying on it.

7.2 Confirmation before changes. Where an AI feature proposes changes to your records (for example enrichment, payment detection or extraction from receipts), the change is shown to you for confirmation before it is saved. You are responsible for what you confirm.

7.3 Not professional advice. Nothing in the Services — including AI scoring, summaries, deal analysis, portfolio insights or Nirvu AI Tax reports — is investment, financial, legal, accounting or tax advice. Investment decisions remain entirely yours.

7.4 Nirvu AI Tax. Nirvu AI Tax produces AI-generated draft tax reports based on the country you confirm and data in your Workspace. These reports carry a mandatory accuracy disclaimer, are not a substitute for a qualified tax professional, and must not be filed without independent professional review.

7.5 Web search. Some AI features search the public web through third-party search providers when your Workspace data is insufficient. Web results are third-party content and may be unreliable.

7.6 AI modes. AI features may be offered in different modes (for example Eco, Normal, Pro, and others we may add), which use different underlying models. We may change which models power a mode. Your Workspace's spend controls may automatically run a task in a cheaper mode than the one selected (Section 10.8).

7.7 We do not train AI models on your content. We do not use Your Content to train AI models, and we do not build models from it. Nirvest's personalisation features adapt only within your own Workspace, by recording plain-language observations about how your team has handled past suggestions. These observations are visible to your Workspace in settings, can be reset by your Workspace at any time, and are never read across Workspaces. They do not create or modify any AI model.

8. Your Content

8.1 Ownership. You own Your Content. We do not claim ownership of it.

8.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display and analyse Your Content only as needed to provide, secure, support and improve the Services for you, and as described in our Privacy Policy.

8.3 Information about other people. Your Content will often include personal data about people who are not Nirvest users — for example founders, co-investors, capital partners, clients, and people in your emails, calendars, documents and imported WhatsApp, LinkedIn or CRM exports, as well as information gathered through enrichment from public sources. You are responsible for:

• having a lawful basis to collect and process that information;
• giving any notices and obtaining any consents required by law; and
• honouring requests from those individuals where the law requires.

8.4 Your responsibility for content. You must not upload or process content that is unlawful, infringes anyone's rights, or that you are not authorised to use.

8.5 Exports. Where your Workspace Admin permits, you can export your data using the Export Center.

9. Third-party services

The Services connect to third-party services such as Google, Microsoft, email and calendar providers, payment providers and search providers. Your use of those services is governed by their own terms. We are not responsible for third-party services, and an outage of a third-party service may limit some features. Core CRM functions are designed to keep working when AI or a third-party provider is unavailable.

10. Nirvest Tokens (NT) and the NT Wallet

10.1 What NT is. NT is a prepaid credit used only to pay for AI and platform usage within the Services. NT is purchased at a rate pegged to the US dollar, where 1 NT corresponds to US$1 of platform usage. NT is not money, e-money, a deposit, a security, a cryptocurrency or a stored-value instrument. NT earns no interest, cannot be transferred to another account (other than the return of a deleted Workspace's NT balance to the person who created it, under Section 17.3), cannot be withdrawn, and cannot be exchanged for cash or refunded.

10.2 How NT is used. NT is deducted:

• in real time when an AI task completes (the NT cost is shown per task in your Wallet history);
• monthly for storage, server and data maintenance, shown as a single "DB Maintenance Charges" line, with the amount and deduction date shown in advance; and
• monthly as a flat fee per connected email inbox, charged to the inbox owner.

10.3 Usage rates. You always see what a task cost in NT and what it accomplished. The amount of NT a given task consumes is set by us and may change from time to time as models, providers and infrastructure change. The purchase rate of NT remains pegged to the US dollar as described in 10.1.

10.4 Minimum balance. If an AI task would take your Workspace balance below 20 NT, that task will not run. If the balance itself is below 20 NT, the Workspace is suspended under Section 10.9.

10.5 Autopay. If you turn on autopay, you authorise automatic recharges of the package size you choose whenever your balance reaches the threshold you set. You can change or turn off autopay at any time.

10.6 Bonus NT. We may credit bonus NT, including a joining bonus for new users, bonuses for members of certain user groups on recharge, and rewards for completing questionnaires. Bonus NT:

• is promotional, has no cash value and cannot be withdrawn;
• is always shown as a separate line in your Wallet history;
• may be changed or discontinued for the future at our discretion, which does not remove bonus NT already credited except under 10.7.

10.7 Fraud and errors. We may reverse NT or bonus NT credited in error or obtained through fraud, abuse or breach of these Terms.

10.8 Spend controls. A Workspace Admin may set a monthly cap on AI usage, enable automatic step-down to cheaper AI modes as that cap is approached, and set per-member limits. Where these are active:

• a task may run in a cheaper mode than the one you selected, or may not run at all, even when your Workspace has a sufficient NT balance;
• monthly DB Maintenance Charges and per-inbox fees are not affected by a cap and continue to be deducted;
• autopay and spend caps operate independently — a recharge may complete while AI remains stopped by a cap.

10.9 Low-balance suspension. If your Workspace's NT balance falls below 20 NT, the Workspace is suspended. While it is suspended, the Workspace is read-only: you can view your data, recharge and export, but AI features and every other operation that uses NT stop. We send the reminders described in Section 17.1. If the balance is brought back to 20 NT or more within 30 days, the suspension ends at once. If it is not, the Workspace is deleted on day 30 as described in Section 17.1, and its remaining NT balance is kept for the person who created it under Section 17.3. A recharge that is still being processed on day 30 delays the deletion until it completes. This applies to every Workspace, including one that has only used bonus NT.

11. Payments, taxes and refunds

11.1 Merchant of Record. Recharges are sold and processed by our reseller and Merchant of Record, Paddle (Paddle.com Market Ltd and its affiliates). Paddle handles payment, invoicing and applicable sales taxes (such as VAT or GST) for your jurisdiction, and Paddle's Buyer Terms apply to your purchase.

11.2 Taxes. Applicable taxes are calculated and added at checkout based on your location.

11.3 No refunds. NT is a prepaid usage credit and is non-refundable. Once purchased, NT cannot be refunded, withdrawn, transferred (other than under Section 17.3), or exchanged for cash, whether used or unused. This applies equally to bonus NT. Please purchase only the amount of NT you expect to use. Nothing in this clause affects any refund right you have that cannot be excluded under the mandatory law of your country.

11.4 Chargebacks. If you dispute a payment without first contacting us, we may suspend AI usage on the affected Workspace until the matter is resolved.

12. Referral and Partner Programs

12.1 Refer-and-Earn. You can refer others using your referral code. When a referred person signs up and completes a qualifying recharge, you earn a flat NT reward. The current reward amount is shown in the Services. Nirvest reserves the right to change the reward amount at any time; a change applies to referrals completed after the change and does not affect rewards already credited.

12.2 Partner Program. After 5 successful referrals, a Workspace admin can enrol the firm as a Partner, and we may also invite Partners directly. For each person a Partner refers, the Partner earns 10% of Nirvest's profit from that person's recharges for one year from that person's join date. Profit for this purpose means the recharge amount less Nirvest's costs of providing the corresponding usage, as determined by Nirvest. The Partner Program and Refer-and-Earn are mutually exclusive — a Partner does not additionally earn standard referral rewards.

12.3 Fraud controls. Referral and Partner earnings are subject to fraud checks, which may use signals such as device, IP address and payment characteristics. Self-referrals, fake accounts and other abuse are prohibited. We may withhold, reverse or cancel earnings obtained through abuse.

12.4 Changes and revocation. We may change or end these programs for the future, and may revoke Partner status. Revocation stops future earnings but does not remove earnings already legitimately accrued.

13. Commission Wallet and withdrawals

13.1 What it holds. Referral and Partner earnings are credited to your Commission Wallet. Commission Wallet funds cannot be spent directly on platform usage.

13.2 Converting to NT. You may convert Commission Wallet funds to NT at a 1:1 rate with no fee. Converted amounts become available as NT 7 working days after conversion. Conversion is permanent — once converted, amounts become NT and are subject to Section 10, including the no-refund and no-withdrawal rules.

13.3 Withdrawing to a bank account. To withdraw, you must connect and verify one bank account in your own name and provide the identity and tax information we request (for example PAN for Indian residents, or tax identification and residency details for non-residents). The minimum withdrawal is US$100 or its local-currency equivalent.

13.4 Fees and tax shown before you confirm. Before you confirm a withdrawal we will show you the tax to be deducted, the processing fee, and the net amount you will receive. The processing fee covers the cost of getting funds to your bank account.

13.5 Tax deduction. We deduct tax at source where the law requires:

• for Indian residents, tax deducted at source on commission payments under the applicable Income-tax provisions; and
• for non-residents, withholding tax at the applicable rate, which may be reduced under a tax treaty where you provide valid supporting documents.

For non-residents, the tax amount shown before confirmation is an estimate and is finalised when the payout is processed. Any difference appears as a separate line in your transaction history. You remain responsible for your own tax obligations in your country.

13.6 When you get paid. Withdrawal requests are queued and paid in our monthly payout run, which takes place around the 28th of each month. A request that is not ready to be paid in a given run — for example where required verification or information is outstanding — carries forward automatically to the next run. You do not need to resubmit.

13.7 Currency. Where funds are paid in a currency other than US dollars, the amount you receive is based on the exchange rate on the day the payout is executed.

13.8 Holds. We may delay or withhold a withdrawal where required by law, where we suspect fraud or abuse, or where the information you provided is incomplete or incorrect.

13.9 Not a bank. The Commission Wallet is not a bank account and earns no interest.

14. Questionnaires and rewards

We may publish questionnaires that offer an NT reward on completion. Each questionnaire states its reward, the period it is open, and whether it can be completed once per person or once per Workspace. Rewards are credited as bonus NT under Section 10.6.

15. Acceptable use

You must not:

• break any law, or use the Services for fraud, money laundering, market abuse or other unlawful financial activity;
• access or attempt to access another Workspace's data, or any administrative system;
• reverse engineer, scrape, overload, or interfere with the Services or their security;
• attempt to manipulate AI features to reveal other users' data or bypass safeguards;
• upload malware or harmful code;
• send spam or unlawful communications through connected email or SMS features;
• infringe intellectual property or privacy rights;
• abuse referral, Partner, bonus or questionnaire programs;
• resell or sublicense the Services without our written permission.

16. Suspension, blocking and termination

16.1 Suspension. We may temporarily suspend login and/or AI features for an account or Workspace — for example during a billing dispute, a suspected breach under review, or a security incident. Your data is preserved during a suspension under this Section, and the 30 days in Section 10.9 do not run while it lasts. A low-balance suspension is different: it is governed by Section 10.9 and ends in deletion on day 30 unless the balance is brought back to 20 NT or more. You can contact us from the suspension screen.

16.2 Blocking. We may block an account or Workspace that seriously or repeatedly breaches these Terms, or where required by law.

16.3 Your right to leave. You may stop using the Services and request account or Workspace deletion at any time. A Workspace admin can close a Workspace in Settings > Account, which starts the sequence in Section 17.1.

17. Account closure and deletion

17.1 Deletion. A Workspace is deleted on day 30 after it is closed (Section 16.3) or after a low-balance suspension starts (Section 10.9). Until then, any admin can cancel a closure, and bringing the balance back to 20 NT or more ends a low-balance suspension. We remind every member of the Workspace on days 0, 7, 15, 25 and 29, in the app, by e-mail and, where a verified phone number is on file, by SMS. These reminders are sent even if you have turned those channels off, because they protect you from losing data. On day 30 we first destroy the Workspace's encryption key and then delete its data and files from active systems. Backups are retained for up to 30 days and then expire.

17.2 Some records are kept after deletion, as required by law or for legitimate purposes such as fraud prevention and resolving disputes: the wallet ledger and the record of who created the Workspace, with no time limit (Section 17.3); payment, payout and tax records, for eight years; the records that show the Workspace was suspended for low balance, deleted, or had its kept balance restored, with no time limit; and our administrative audit log, which records what our staff do, with no time limit.

17.3 Balances on closure. NT is not refunded on closure (Section 11.3), but an unused NT balance is not lost either. When a Workspace is deleted, its remaining NT balance is kept, with no time limit, for the person who created that Workspace, and for no one else. The kept balance is added automatically when that person creates a new Workspace with the same Google or Microsoft account. Any available Commission Wallet balance at or above the minimum withdrawal amount may be withdrawn before closure, subject to Section 13. A Commission Wallet balance is not kept or restored after deletion.

18. Intellectual property

The Services, including software, design, the Nirvest and Nirvu AI names and logos, and the NT symbol, belong to us or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Services in line with these Terms. If you send us feedback, we may use it without obligation to you.

19. Confidentiality and security

We protect Your Content using technical and organisational measures described in our Privacy Policy, including Workspace isolation, access controls and audit logging. Our administrative console has no screen that shows your emails, documents, notes or the records in your Workspace. It shows accounts, statuses, counts and billing, and the messages, bug reports (including any screenshots) and form answers that you choose to send us. Separately from the console, the people who maintain the Services can reach the underlying database in order to keep the Services running. To help with a support request, a staff member may open support mode on one Workspace. Support mode needs a written reason, lasts at most 60 minutes, is logged, and adds only these fixed summaries: counts of activity by type for the last 7 days; the last 50 background jobs with their type, status, times and whether an error was recorded; the connected mailboxes, without their addresses, and their sync status; the active members with their roles and permission layout types; and counts of notifications by category. It never shows your emails, documents or notes. We may disclose information where the law, a court order or a lawful government request requires it.

20. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available". We do not guarantee that the Services will be uninterrupted, error-free, or that AI output, search results, enrichment or imported data will be accurate or complete. We are not responsible for investment, business, tax or other decisions made using the Services.

21. Limitation of liability

21.1 To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, investment opportunity, goodwill or data.

21.2 Our total liability for all claims relating to the Services is limited to the total amount you paid us for NT in the twelve months immediately before the event giving rise to the claim.

21.3 Nothing in these Terms limits liability that cannot be limited by law.

22. Indemnity

You will indemnify us against claims, losses and costs arising from Your Content, your breach of these Terms, your breach of law, or your processing of other people's personal data without a lawful basis.

23. Changes to these Terms

We may update these Terms. For material changes, we will notify you in the product or by email at least 30 days before they take effect. Continuing to use the Services after that date means you accept the updated Terms.

24. Governing law and disputes

These Terms are governed by the laws of India, and the courts at Delhi have exclusive jurisdiction over any dispute arising out of or relating to them. If you are a consumer in another country, you may also have rights under the mandatory laws of your country that these Terms do not override.

25. Grievance Officer and contact

In accordance with the Information Technology Act, 2000 and the rules made under it, our Grievance Officer is:

Vanshaj Sharma

Director, Nirvest Tech Private Limited

Email: nirvest29@gmail.com

We will acknowledge complaints within 48 hours and resolve them within the time the law requires.

General support: nirvest29@gmail.com

26. General

If any part of these Terms is found unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver. You may not transfer your rights under these Terms without our consent; we may transfer ours in connection with a merger, acquisition or sale of assets. These Terms, together with the Privacy Policy and any Paddle Buyer Terms applicable to your purchases, form the entire agreement between you and us about the Services.