Terms of Service

1. Acceptance of Terms

By accessing or using the Sleeping Trade India website (sleepingtrade.in) and related services ("Service"), you agree to be bound by these Terms of Service. If you do not agree, you must not use the Service. We may update these terms from time to time; your continued use of the Service constitutes acceptance of any updates.

2. Service Description

Sleeping Trade is a software platform. It is not an investment advisor or portfolio manager.

• We provide software that executes trades through your own Indian brokerage account using broker APIs.
• We are NOT registered with SEBI as a Registered Investment Advisor (RIA) or Portfolio Manager.
• We do NOT provide investment advice, personalised recommendations, or portfolio management services.
• We are a software provider, not an advisor. All trading decisions, acceptance of the strategy configuration, and resulting outcomes are the user's own.

3. Eligibility

• You must be at least 18 years of age.
• You must have an active trading account with a supported Indian broker (Zerodha, Upstox, Angel One, 5Paisa, or Fyers).
• You must have the legal capacity to enter into a binding agreement under Indian law.

4. Identity Verification

To comply with Indian laws including the Prevention of Money Laundering Act (PMLA), the Income Tax Act, and to ensure the enforceability of this Agreement, we may request the following at signup or at any time while your account is active:

• Government-issued photo ID (Aadhaar, PAN, Passport, or Driving License)
• Proof of address
• Verification of your broker account

Failure to provide verification documents when requested may result in suspension of the Service until you comply. Information collected for verification is handled in accordance with our Privacy Policy and is retained for the period required under Indian tax and anti-money-laundering law (currently up to seven (7) years).

5. 6-Month Minimum Commitment

All Sleeping Trade plans require a six (6) month minimum commitment.

• Monthly-billed plans are billed monthly but you agree at signup to complete at least six (6) consecutive billing cycles. If you cancel your broker connection before six months, the remaining monthly fees for the commitment period remain due.
• 6-month plans are prepaid in full at the discounted 25% rate at signup. No pro-rata refund is provided for early cancellation.
• Annual plans are prepaid in full at the discounted 40% rate at signup. No pro-rata refund is provided for early cancellation.
• After the committed term completes, you may cancel at any time by revoking the broker API key and requesting non-renewal; no cancellation fees apply post-commitment.

6. Refund Policy

• No refunds are provided for any month (or portion thereof) during which the Service was available to the user, whether or not the user's broker account was funded or actively trading.
• No refunds are provided for market losses — trading risk is borne entirely by the user.
• Partial refunds may be considered, at our sole discretion, in cases of prolonged technical failure attributable solely to Sleeping Trade (see Section 7). We will not refund for third-party outages (broker, exchange, internet service, or payment gateway).
• See the full Refund Policy for details.

7. Service Interruption Terms

The Service is provided on an "as is" and "as available" basis.

• AI outages: We operate redundant systems and strive for high availability, but we do not warrant uninterrupted service. If the primary AI system experiences issues, failover is automatic where possible; broker-level stop losses remain active independent of our platform.
• Broker issues: We are not liable for outages, latency, or errors caused by your broker, the exchange, or any upstream provider. Broker holidays, maintenance windows, and exchange circuit halts can suspend trading activity.
• Third-party dependencies: We depend on internet connectivity, cloud infrastructure, data vendors, and payment gateways. Disruptions in any of these may affect availability.
• Scheduled maintenance: Planned maintenance may occur outside market hours when possible. We will provide reasonable advance notice for material planned downtime.

8. User Responsibility for Broker Account

• The user is solely responsible for their own broker account, including maintaining adequate margin, monitoring positions, keeping login credentials secure, handling broker-initiated margin calls, and managing any corporate actions (splits, bonuses, dividends) on held securities.
• The user is responsible for all taxes on trading gains — including Securities Transaction Tax, capital gains tax, speculative-income tax on intraday trades, and GST where applicable.
• The user is responsible for ensuring their broker account and KYC remain in good standing with their broker and SEBI.
• The user is responsible for monitoring WhatsApp alerts, daily reports, and their broker dashboard — we do not guarantee delivery of alerts, but the broker account remains the single source of truth.

9. Sleeping Trade as Software Provider, Not Advisor

Sleeping Trade supplies software. It does not supply advice. Nothing on our website, in marketing materials, or within the platform constitutes investment advice, personal recommendation, financial planning, or any form of professional advice. If you require advice, consult a SEBI-registered investment advisor and a qualified Chartered Accountant.

10. API Connection

• By connecting your broker account, you grant Sleeping Trade permission to place buy/sell orders, manage stop losses, and close positions via trade-only API credentials.
• You can revoke API access at any time directly in your broker's platform, with immediate effect on order execution. Subscription commitment terms under Section 5 still apply.
• API credentials cannot be used to withdraw funds, transfer money, or access your bank account — these permissions are not granted by broker API scopes.

11. Right to Terminate Service for Violations

We reserve the right to suspend or terminate your access to the Service, with or without notice, if we determine in our reasonable judgment that you have:

• Violated these Terms of Service;
• Attempted to reverse-engineer, decompile, or tamper with the platform;
• Used the Service for unlawful purposes, market manipulation, or any activity prohibited by SEBI or applicable law;
• Provided false information at signup or KYC;
• Engaged in abusive or fraudulent behaviour toward our staff or other users;
• Failed to pay amounts due under your subscription.

In the case of termination for violation, prepaid fees are not refundable.

12. Risk Acknowledgment

You expressly acknowledge and agree that trading involves substantial risk of loss, past performance does not guarantee future results, target returns are not guaranteed, and complete capital loss is possible. Please read our full Risk Disclosure and Disclaimer.

13. Billing and Payment

• Subscriptions are billed monthly, every 6 months, or annually as selected at signup.
• All payments are processed through Razorpay in Indian Rupees (INR).
• Broker API fees (e.g., Zerodha ₹2,000/month) are separate from your subscription and are paid directly to your broker.
• We may change pricing with reasonable advance notice. Existing subscribers remain at their current rate through the end of their current committed term.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• Sleeping Trade is not liable for any trading losses incurred through use of the Service, irrespective of cause.
• Our maximum aggregate liability for any claim arising from or related to the Service is limited to the total subscription fees paid by you in the 12 months preceding the claim.
• We are not liable for losses caused by broker outages, exchange circuit breakers, regulatory actions, or force majeure events.
• The Service is provided on an "as is" and "as available" basis without warranties of any kind, express or implied.

15. Intellectual Property

All software, algorithms, strategies, content, logos, and branding associated with Sleeping Trade are our exclusive intellectual property. You may not copy, modify, distribute, reverse-engineer, or create derivative works from any part of the platform without our prior written consent.

16. Dispute Resolution

16.1 Governing Law: This Agreement shall be governed by the laws of India, specifically the Indian Contract Act, 1872, and the Arbitration and Conciliation Act, 1996.

16.2 Arbitration: Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its rules in effect at the time of filing.

16.3 Seat and Venue: The seat of arbitration shall be Mumbai, India. The venue may be physical (Mumbai) or virtual, as agreed by the parties or determined by the arbitrator.

16.4 Number of Arbitrators: Disputes under INR 50,00,000 shall be decided by a sole arbitrator. Disputes of INR 50,00,000 or more shall be decided by a panel of three arbitrators.

16.5 Language: All proceedings shall be conducted in English.

16.6 Interim Relief: Either party may seek interim relief from a court of competent jurisdiction in Mumbai without being deemed to have waived arbitration.

16.7 Costs: Each party bears its own costs unless the arbitrator orders otherwise.

16.8 Confidentiality: Arbitration proceedings and the outcome shall remain confidential between the parties.

17. Contact

• Email: hello@sleepingtrade.in
• WhatsApp: See the Contact page.