TM INVESTMENT TECHNOLOGIES PRIVATE LIMITEDis a company registered with the Securities and Exchange Board of India as an Investment Advisor under SEBI (Investment Advisers) Regulations, 2013 having its registered office at Motilal Oswal Tower, Junction of Gokhale & Sayani Road, Opposite Parel ST Depot, Prabhadevi, Mumbai 400025, India, (hereinafter referred to as “TMIT” or “Investment Advisor”).

TMIT provides Financial Advisory Services through mobile applications and websites http://www.tejimandi.com under brand name Teji Mandi. TMIT is registered as Non-Individual Investment Advisor with SEBI on October 22,2020, bearing registration number INA000015303 and is having perpetual registration, until cancelled by SEBI. Mr. Raj Vyas is its Principal Officer and his email id is [email protected]. Further, the Regional Office of SEBI is situated at SEBI Bhavan BKC, Plot No. C4-A, 'G' Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra. You are requested to visit our above website for disclosures and more information related to the Investment Advisor

THIS AGREEMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS/DOCUMENTS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS IS A COMPUTER GENERATED ELECTRONIC RECORD AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

AND

The Client (also referred to as "You" which expression shall, unless repugnant to or inconsistent with the context or meaning thereof, be deemed to mean and include if the Client is an individual (his/her heirs, executors, administrators and legal representatives and permitted assigns/family members); if the Client is a Partnership Firm, (the partners for the time being of the said firm, the survivor or survivors of them and their respective heirs, executors, administrators and legal representatives/its successors and permitted assigns); if the Client is a company or a body corporate or limited liability partnership or sole proprietor (its successors and permitted assigns); if the Client is the Karta of a Hindu Undivided Family, (the members for the time being of the said Hindu Undivided Family and their respective heirs, executors, administrators and assigns); if the Client is a Trust, (the principal trustee or the board of trustees or the trustees or person authorised by the board of trustees for the time being and from time to time);

("Parties" means Investment Advisor and the Client; and "Party" shall be construed accordingly.

A. APPOINTMENT OF INVESTMENT ADVISOR

1. The Client in accordance with the applicable laws, hereby appoints, entirely at his / her / its risk, the Investment Advisor to provide the required services in accordance with the terms and conditions of the Agreement as mandated under Regulation19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

B. CONFIRMATIONS & DECLARATIONS

1. The Client hereby confirms and declares as under:
1. a. The Client has/ have read and understood the terms and conditions of Investment Advisory services provided by the Investment Advisor along with the fee structure and mechanism for charging and payment of fee.
2. b. Based on the Client’s written request to the Investment Advisor, an opportunity was provided by the Investment Advisor to ask questions and interact with ‘person(s) associated with the investment advice.
2. The Investment Advisor hereby confirms and declares as under:
1. a. The Investment Advisor shall neither render any investment advice nor charge any fee until the Client has executed this Agreement.
2. b. The Investment Advisor shall not manage funds and securities on behalf of the Client and that it shall only receive such sums of monies from the Client as are necessary to discharge the Client's liability towards fees owed to the Investment Advisor.
3. c. The Investment Advisor shall not, in the course of performing its services to the Client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the Client that the investment advice is risk-free and/or not susceptible to market risks and or that it can generate returns with any level of assurance.
4. d. The investment Advisor shall charge such fess from the Client within the parameters specified under Investment Adviser Regulations and relevant circulars issued thereunder.

C. FEES SPECIFIED UNDER INVESTMENT ADVISER REGULATIONS AND RELEVANT CIRCULARS ISSUED THEREUNDER

It is agreed by the Client that Investment Advisor shall be entitled charge the fee as specified in SEBI (Investment Adviser) Regulations and/or circular issued by the SEBI from time to time in this regard.

1. i. Assets under Advice - not exceeding 2.5 percent of AUA per annum per Client
2. ii. Fixed Fee - not exceeding INR 1,25,000 per annum per Client

D. SCOPE OF SERVICES

The services of Investment Advisor under this Agreement shall be restricted to the following scope:

1. i. The services of the Investment Advisor shall be limited to devising an Investment Plan and advising the Client with respect to investment /profiles strategy and investment and divestment of securities and funds held by the Client, on a non-exclusive basis and for a period hereinafter described, entirely at the Client's risk.
2. ii. The Client shall be provided with a questionnaire detailing the client's risk profiles, Client's financial position (assets and liabilities) any other information as may be required for providing the Investment Advisory.
3. iii. The Investment Advisor shall provide its recommendation, opinion, financial plan or any follow up queries directly to the Client.
4. iv. The Investment Advisor's authority over the Client's investments shall only extend to services as described in this Agreement. The actual investment shall be undertaken by the Client.
5. v. The Client has the sole discretion to decide on whether to act upon the advice tendered by the Investment Advisor and the Investment Advisor shall have no power, authority, responsibility or obligation to ensure or cause the client to act upon the advice tendered by Investment Advisor pursuant to this Agreement.
6. vi. The Client agrees that the Investment Advisor will not assume any management responsibilities in connection with the services under this Agreement. Further, the Investment Advisor will not be responsible for the use or implementation of the output of the services provided pursuant to this Agreement.
7. vii. The Investment Advisor shall use its best judgment and efforts in rendering advice to the Client under this Agreement and in the performance of all its powers and duties under this Agreement.
8. viii. It is hereby expressly understood and confirmed by the Client and the Investment Advisor that notwithstanding any other provision of this Agreement, neither the Investment Advisor nor any of its directors or employees shall have the power or authority whatsoever to:
1. a. Bind or commit the Client in relation to any contract or any trade or other preliminary or ancillary agreement relating thereto.
2. b. Represent the Client in any way, including without limitation, in any negotiations relating to the purchase, acquisition, sale or transfer of any investments.
3. c. Buy or sell any securities on behalf of the Client.
9. The services to be provided by the Investment Advisor shall be subject to the activities permitted under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. The Investment Adviser shall act in a fiduciary capacity towards the Client at all times

E. Functions of Investment Advisor

1. It is agreed between the Parties that the functions, obligations, duties and responsibilities of the Investment Advisor (including Principal Officer and all persons associated with the investment advice), inter alia are as under:
1. a. At all times to comply with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications.
2. b. At all times to ensure compliance with the eligibility criteria as specified under theInvestment Adviser Regulations.
3. c. The Investment Advisor shall be responsible for risk assessment procedure of client including their risk capacity and risk aversion.
4. d. The Investment Advisor from time to time or on request of the Client will provide reports to Clients on potential and current investments.
5. e. The recommendations / investment advice of Investment Advisor may include general advice concerning the amount of capital, which the Investment Advisor recommends should be invested by the Client in various forms of investments, including without limitation, as to sale and purchase of shares and specific advice concerning particular investments that the Investment Advisor recommends the Client to make. Upon review of the information provided by the Client and based on its own findings, the Investment Advisor reserves the right to accept or decline engagement with the Client, at its sole discretion.
6. f. The Investment Advisor conducts Risk Profiling Assessment of the Client before offering any Recommendations or Services. If the Investment Advisor is of opinion that certain offerings are not suited for the Client on basis of Risk Assessment done by it, then the Investment Advisor will inform the same to the client. However, the Client can override the financial risk assessment conducted by the Investment Advisor and subscribe to those offerings, which might not be suitable to his/her risk profile.
7. g. The Investment Advisor shall ensure the maintenance of records i.e. client-wise KYC, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, related books of accounts and a register containing list of clients along with dated investment advice and its rationale in compliance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
8. h. The Investment Advisor will ensure the audit of its books of accounts / records to ensure its compliance with applicable rules and regulations once every year or any other time period as per the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
2. Investment Advisor undertakes to abide by the Code of Conduct as specified in the Third Schedule of the SEBI (Investment Advisers) Regulations, 2013. Investment Advisor shall not receive any consideration in any form, if the client desires to avail the services of intermediary recommended by Investment Advisor.

F. INVESTMENT OBJECTIVES:

1. The Investment Advisor will, on Client’s request, advise the Client on a range of financial products including but not limited to securities as defined in section 2(h) of SCRA (Securities Contracts Regulation Act), mutual funds, individual securities, exchange traded funds, equity and any such investment advice sought by the Client (collectively termed as "Product(s)"). Unless specifically requested by Client and explicitly agreed by the Client, the Investment Advisor has no ongoing obligation to advise the Client on, or to monitor, any individual investment or portfolio of the Client.
2. On the request of the Client Investment Advisor will advise on Products on its mobile Application or Website or Email, Investment Advisor shall provide such advice as per standards prescribed in the applicable Regulations.
3. To implement / execute the advice of Investment Advisor the Client is advised to invest through direct schemes / codes so that the Client can save on commission. Further, the Client shall not take any distribution product from Motilal Oswal Group companies to implement the advice of Investment Advisor.
4. Investment Advisor undertakes to recommend direct implementation of advice i.e. through direct schemes/ direct codes, and other client specifications / restrictions on investments, if any.
5. Investment Advisor provides various investment products as per the risk profile of the Clients. It is agreed by the Client that if the Client chooses the investment product on their own, contrary to the risk profile of the Client, Investment Advisor shall not be held accountable for any mismatch between profile and the nature of the investment product
6. The Investment Advisor recommends the Client to obtain its own independent legal and tax advice, tailored to the Client’s particular circumstances and/or financial condition. GST as applicable would be payable by the client on the investment adviser’s fee.

G. RISK FACTORS

1. The Investment Advisor does not guarantee the future performance of any of the Product(s) purchased or any specific level of performance, the success of any investment decisions or strategy that the Investment Advisor may use. The Client understands that investment decisions made for the Client’s account by the Investment Advisor are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.
2. Except as may otherwise be provided by law, the Investment Advisor will not be liable to Client for (a) any loss that Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by the Investment Advisor with that degree of care, skill, prudence, and diligence under the circumstance that a prudent person acting in a fiduciary capacity would use (b) any loss arising from the Investment Advisor’s adherence to Client’s written or oral instructions; or (c) any act or failure to act by any broker or dealer with whom the Client deals for implementation of investment advice, or by any other third party.
3. The Client expressly agrees and acknowledges that all investments are subject to market and other related risks and there is no assurance or guarantee, whether directly or indirectly, that the value of or return on investments will always be accretive, and that it could depreciate to an unpredictable extent. The Client further agrees and acknowledges that the details of risk foreseen by the Investment Advisor and risk relating to the Product(s) recommended by the Investment Advisor for investment or disinvestments includes but is not restricted to the following:
1. a. Investment in equities, derivatives and mutual funds are subject to market risks and there is no assurance or guarantee that the objective of the schemes will be achieved.
2. b. With any investment in securities, the net asset value of the portfolio can go up or down depending upon the factors and forces affecting the capital market.
3. c. The performance may be affected by changes in Government policies, general levels of interest rates and risk associated with trading volumes, liquidity and settlement systems in equity and debt markets.
4. d. Investments in debt instruments are subject to default risk and interest rate. Interest rate risk results from changes in demand and supply for money and other macro-economic factors and creates price changes in the value of the debt instruments. Consequently, the net asset value of the portfolio may be subject to fluctuation.
5. e. Investments in debt instruments are subject to reinvestment risks as interest rates prevailing on interest or maturity due dates may differ from the original coupon of the board, which might result in the proceeds being invested at a lower rate.
6. f. Engaging in securities lending is subject to risks related to fluctuations in collateral value/ settlement/ liquidity/ counter party.
7. g. Use of derivatives instruments like index, futures, stock futures and options contracts, warrants, convertible, Securities, swap agreements or any other derivative instruments, including but not restricted to, for the purpose of hedging and portfolio balancing, as permitted under the Regulations and guidelines will expose to certain risk inherent to such derivatives. The Client is aware that the derivatives are highly leveraged instruments and even a small price movement in the underlying security could have a large impact on their value
8. h. The financial markets rise and fall based on economic conditions, inflationary pressure, world news and business specific reports. This variability puts Client's investments at risk of losing value. The value of Client's stocks may go lower than what Client had initially paid for them, causing the Client to lose money when the securities are sold.
9. i. There might be a situation where markets cease to function in a regular manner, typically characterized by rapid and large market declines. Market disruptions can result from both physical threats to the stock exchange or unusual trading. In either case, the disruption creates widespread panic and results in disorderly market conditions. These kinds of disruptions may affect the value of the Client's investments.
10. j. The Client should take into consideration that all investments come with exposure to risk.
4. The Client expressly agrees and undertakes not to hold the Investment Advisor liable, financially or otherwise, in respect of the aforesaid under any circumstances whatsoever

H. TERMINATION

This Agreement can be terminated under the following circumstances:

1. Voluntary Termination: It is agreed between the Investor Advisor and the Client that either party to this Agreement shall have the right to terminate this Agreement voluntary without assigning any reasons, by providing the other party, a thirty (30) days’ prior written notice of the same.
2. Mandatory Termination by the Investment Advisor: Investment Advisor reserves the right to terminate this Agreement forthwith without giving any notice, upon the occurrence of any of the following events:
1. a. if the Client commit a breach of any of the terms and conditions of this Agreement;
2. b. if the Client becomes insolvent or enters into liquidation or receivership or suffers an administration receiver to be appointed in relation to the whole or any part of its assets, or suffers any judgment to be executed in relation to any of its property or assets, if any of these would adversely affect the performance of the obligation under these terms;
3. c. if any of Client's representations, warranties or statements in this Agreement or in the Application Form or in any document delivered pursuant to these terms and conditions have not been complied with or is incorrect or incomplete in any respect
3. Mandatory Termination by the Client: The Client reserves the right to terminate this Agreement forthwith without giving any notice, upon the occurrence of any of the following events:
1. a. if Investment Advisor commit a breach of any of the terms and conditions of this Agreement;
2. b. if Investment Advisor is barred by SEBI or any government authority or court order to act as Investment Advisor;
3. c. if the Investment Advisor ceases to hold statutory licenses and/or registrations required to provide services as contemplated under this Agreement;
4. d. if the Investment Advisor becomes insolvent or enters into liquidation;
5. e. if any of Investment Advisor's representations, warranties or statements in this Agreement or in the Application Form or in any document delivered pursuant to these terms and conditions have not been complied with or is incorrect or incomplete in any respect;
In the event of suspension of registration certificate of Investment Advisor by SEBI or the Client shall have the right to terminate this Agreement forthwith.

I. VALIDITY OF ADVISORY SERVICES

1. The validity of this Agreement starts from the date of execution and will continue to be in force till the Client renews it by paying renewal fee or till its terminated by any of the Parties as per terms of this Agreement.

J. AMENDMENTS

1. The Investment Adviser and the Client shall be entitled to make amendments to this agreement after mutual agreement. This Agreement may be amended or revised only by an instrument endorsed by the Client and by the Investment Advisor.

K. IMPLICATIONS OF AMENDMENTS AND TERMINATION

1. In the event notice of termination is issued by the Investment Advisor voluntarily in such event Investment Advisor shall refund the prepaid / advance fee charged by the Client as per the terms and conditions of this Agreement.
2. In the event the Investment Advisor transfers / sells / assigns its business to any other third party in such event the Investment Advisor will ensure that the Client is provided the services by such new assignee / transferee on the same terms and conditions as stipulated in this Agreement.
3. Transition Period. Upon issuance of notice of termination of this Agreement, and upto the date of termination of this Agreement (the "Transition Period"), the Investment Advisor agrees to continue to provide the service to the Client as per the terms of this Agreement. Similarly the Client Agrees to pay the fee / charges for services provided by the Investment Advisor during the Transition Period.

L. RELATIONSHIP WITH RELATED PARTIES

1. The services under this Agreement shall be provided to you by Investment Advisor, who maintain an arm's length relationship with the other group companies of Investment Advisor (Motilal Oswal Group). Motilal Oswal Group companies are engaged in the business of stock broking, depository, research and distribution of mutual funds and other third party products, Portfolio Management Services (PMS), Asset Management Company (AMC) and throughout the terms of this Agreement the Investment Advisor shall maintain arm's length distance from them.
2. The Client shall not avail distribution services from other companies of Motilal Oswal Group in order to implement the investment advice provided to the Client under this Agreement.

M. INVESTMENT ADVISOR ENGAGED IN OTHER ACTIVITIES:

1. Investment Advisor maintains an arms-length relationship between its activities as an investment adviser and other activities by itself and with the other group companies of Investment Advisor (Motilal Oswal Group)
2. Investment Advisor shall ensure that this arm’s length relationship would be maintained throughout the tenure of advisory service
3. The Investment Advisor hereby represents that it shall not provide to the Client, any distribution services, for securities and investment products, either directly or through its group companies to an advisory client or the Client under this Agreement
4. The Investment Advisor hereby represents that it shall not provide investment advisory services, for securities and investment products, either directly or through its group to the distribution clients.

N. REPRESENTATION TO THE CLIENT

1. The Investment Advisor represents to the Client that it shall ensure that it will take / obtain all consents and permissions from the Client prior to undertaking any actions in relation to the securities or investment product advised by the Investment Advisor.

O. NO RIGHT TO SEEK POWER OF ATTORNEY

1. The Investment Advisor hereby declares that it shall not seek any Power of Attorney (POA) or authorizations in any form, from the Client(s) for the purpose of implementation of investment advice, provided by it under this Agreement.
2. The Client also agrees and confirms that it understands that it is not required to give Power of Attorney (POA) or authorizations in any form to the Investment Advisor to implement advice received by it from the Investment Advisor.

P. NO CONFLICT OF INTEREST

1. The Investment Advisor do hereby declares that as on date there is no conflict of interest while dealing with the Client as on date. The Investment Advisor further declares that it will disclose all conflicts of interest as and when they arise and not derive any direct or indirect benefit out of the Client's securities/investment products.

Q. MAINTENANCE OF ACCOUNTS AND CONFIDENTIALITY

1. Investment Advisor shall be responsible for the maintenance of the Client accounts and data as mandated under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
2. The Client agrees that the Investment Adviser has right to disclose the Confidential Information of the Client without his permission where such disclosure is required to be made in compliance with any securities opted by the Client or any law for the time being in force or requested by any Government authority.
3. The Investment Advisor shall also maintain all the details of the Client as mentioned in the account opening form, Risk Profile and all related or any other information pertaining to the Client, confidentially and shall not disclose the same to any person/authority except as required under any law/regulatory requirements. Provided however that Investment Advisor may so disclose information about the Client to any person or authority with the express permission of the Client.
4. The Client will treat as confidential (both during and after the termination of the relationship between the Parties) any information learned about Investment Advisor, including without limitation, its investment strategy or holdings or its products or Services in the course of their relationship under this Agreement. The Client will not disclose the same to any third party without Investment Advisor written consent. These obligations shall not apply to information which (i) is, or becomes, known to the public, (ii) is received by the Client from a third party entitled to disclose it, or is disclosed to competent government authorities or courts or other tribunals in accordance with the requirements of applicable Laws.
5. Notwithstanding the above, the Client agrees and acknowledges that, pursuant to this Agreement or otherwise, Investment Advisor may receive confidential information about the client.

R. TERMS OF FEES AND BILLING

1. The Parties agree that the Fees for the services provided under this Agreement shall be assessed on Monthly/ Quarterly/ half yearly or yearly basis as may be mutually agreed by the parties where the yearly term shall commence on the "Date of Commencement" of this agreement (hereinafter referred to as the "Financial Calendar") every year.
2. The Client can choose any of the following prepaid / advance fee plan by making advance payment:
Fee for Flagship plan:

Tenure of the Plan	Fee
Three (3) months	INR 597 including GST
Six (6) months	INR 894 including GST

Fee for Multiplier plan:

Tenure of Multiplier Plan	Fee
Three (3) months	INR 1500 including GST
Six (6) months	INR 2500 including GST

3. The Client shall also pay any applicable taxes, levies or duties, including service tax that may be levied on any transactions undertaken pursuant to this Agreement.
4. The Client agrees to pay fee through online bank transfer / NEFT/ RTGS/UPI/ Debit Card/Credit Card only. The Client shall not pay fee in cash as the Investment Advisor does not accept cash.
5. In the event of termination of this Agreement, the fee to the Client can be refunded only in the following manner:
1. a. No fee will be refunded for the plans upto Three months
2. b. In case of fee for Six months plan, after deduction of processing charges / fee, remaining, 50% fee will be refunded only in the event the Client terminates the Agreement before the expiry of first three months of the plan.
6. Investment Advisor would issue an invoice evidencing receipt of payment of fee to the Client

S. LIABILITY OF INVESTMENT ADVISOR

1. It is agreed and accepted by the Client that the Investment Advisor shall not incur any liability by reason of any loss, which the Client may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions.
2. The Parties hereby agree that the risks and losses incurred by the Client in pursuance of financial advice rendered by the Investment Advisor shall be borne solely and exclusively by the Client and/or any legal representative of the Client.
3. The Client understands that the responsibility of the Investment Advisor does not extend beyond providing a financial advice that is best suited to the investment needs of the Client and as such any investment decision made by the Client, relying completely or in part, upon the financial advice rendered by the Investment Advisor shall be deemed to have been made voluntarily and independent of the Investment Advisor’s influence.

T. REPRESENTATIONS AND COVENANTS

1. The Parties hereto represent, warrant, and covenant to each other as under:
1. Each of the Parties are duly formed and validly existing under the respective laws that they are subject to with full power and authority to conduct the business as contemplated in this Agreement.
1. a. Each Party has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary action (corporate, statutory or otherwise) to authorize the execution, delivery and performance of this Agreement.
2. b. Each Party has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary action (corporate, statutory or otherwise) to authorize the execution, delivery and performance of this Agreement.
3. c. This Agreement and each other agreement executed in connection herewith, if any, have been duly executed and delivered by each Party and constitute legal, valid and binding obligations of such Party, enforceable against the other party in accordance with the terms.
4. d. Each Party has obtained and complied with all clearances, permissions, approvals, conditions and notices, that are or have been required, for the due execution and delivery of, and performance under this Agreement.
2. The Investment Advisor represents to the Client as under:
1. a. The Investment Advisor has the requisite skill, knowledge, experiences, expertise, infrastructure and capability to carry out the services, and also has trained and experienced persons having requisite skills, knowledge, experience and expertise to perform the functions in terms of this Agreement.
2. b. That the execution and performance of this Agreement shall not violate any material duty or obligation of the Investment Advisor at law or under any rules or regulations by which Investment Advisor carry on business or any other material duty or obligation by which party is bound whether arising by contract, operation of law or otherwise.
3. c. The Investment Advisor shall only recommend direct implementation of advice i.e. through direct schemes/direct codes where no consideration (including any embedded/indirect/in kind commission or referral fees by any name) is received directly or indirectly by the Investment Advisor.
4. d. Investment Adviser shall not manage funds and securities on behalf of the Client and that it shall only receive such sums of monies from the Client as are necessary to discharge the Client's liability towards fees owed to the Investment Advisor.
5. e. The Investment Advisor shall not derive any direct or indirect benefit out the Client's securities and/or investment products.
6. f. The Investment Advisor shall ensure that it will take all consents and permissions from the Client prior for undertaking any actions, including but not limited to implementation services in relation to the securities or investment products advised by the Investment Advisor, in a form and manner as under the IA Regulations.
7. g. The Investment Advisor shall not provide any distribution services to the Client
8. h. The Investment Adviser shall ensure that the adviser, principal officer and persons associated with the investment advice, maintains requisite qualification and certification throughout the validity of advisory service.
9. i. The Investment Adviser shall ensure that the approvals and consents as above remains valid throughout the advisory service.
3. The Client represents to the Investment Advisor as under:
1. a. The Client has full legal capacity and authorizations to execute this Agreement and it shall form a legal, valid and binding obligation on the Client, enforceable against the Client in accordance with its terms.
2. b. The execution, delivery and performance by the Client of this Agreement and the acts and transactions contemplated hereby do not and will not, with or without the giving of notice of lapse of time or both, violate, conflict with, require any consent under or result in a breach of or default under: a) Any law to which it is subject to; or b) Any order, judgment or decree applicable to it; or c) Any term, condition, covenant, undertaking, agreement or other instrument to which it is a party or by which it is bound.
3. c. The Client has read the Agreement, fee structure and mode of payment of fee and is aware of all the risks associated with the nature of the services and the transaction contemplated under the Agreement, whether set out in the Agreement or not, and shall not hold the Investment Advisor and/or any person appointed by it, responsible for the same.
4. d. The Client represents that he/she/it wants to avail the investment advisory services only for himself / herself / itself and not for any other person.
5. e. The Client represents and warrants that he/she/it shall furnish any and all information as reasonably requested by the Investment Advisor for the purpose of risk profiling process. The risk profile as created by the Investment Advisor shall be final and binding on the Client and the Client consents to the Investment Advisor utilizing such information for the purpose of rendering investment advice services to the Client.
6. f. The Investment Advisor shall have the full liberty and absolute discretion to make necessary changes in the Agreement and/or do any act, deed, matter or thing necessary to comply with any law for the time being in force and the Investment Advisor shall not be held liable for the same.
7. g. The Client represents that he/she/it, shall read and keep him/herself/itself updated of the polices, terms& conditions, procedures, guidelines, information etc., related to the investment Advisor, as available in the website of the Investment Advisor

U. DEATH OR DISABILITY OF CLIENT

1. The Client's death, disability or physical or mental incompetence will not automatically terminate or change the terms of this Agreement. If not prohibited by law, the Client's Legal heirs, or other authorized representative may agree to amend the terms of this Agreement or terminate this Agreement.

V. SETTLEMENT OF DISPUTES AND PROVISION FOR ARBITRATION

1. Any grievance / complaint of the Client will be redressed by the Investment Advisors in compliance as per the provision of Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
2. Any dispute in connection with the interpretation, performance, termination of this Agreement, or otherwise in connection with this Agreement (“Dispute”) shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as may be amended from time to time, or any re-enactment thereof, by a sole arbitrator to be mutually appointed by both Parties.
3. The arbitration proceedings shall be conducted at Mumbai, in the English language.
4. The arbitration award in respect of a Dispute shall be final and binding on the Parties, and enforceable in accordance with its terms. The arbitrator shall state reasons for his / her findings in writing. The Parties agree to be bound thereby and to act accordingly. The arbitration award shall be final and binding upon the Parties. Each Party shall co-operate in good faith to expedite the conduct of any arbitral proceedings commenced under this Agreement. The costs and expenses of the arbitration, including, the fees of the third arbitrator, shall be borne equally by each Party to the dispute or claim and each Party shall pay its own fees, disbursements and other charges of its counsel and the arbitrators nominated by it. The arbitrator would have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts. Any award made by the arbitrators shall be final and binding on each of the Parties that were parties to the dispute
5. The Parties agree that the courts in Mumbai shall have exclusive jurisdiction over any dispute arising out of this Agreement.

W. ADHERENCE TO GRIEVANCE REDRESSAL TIMELINES

1. The Investment Advisor shall be responsible to resolve the grievances of the Client within the timelines specified under SEBI circulars issued from time to time.

X. SEVERABILITY

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

Y. THAT FORCE MAJEURE

1. The Investment Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply, pandemic, epidemic disease, lock-downs etc. In the event of equipment breakdowns beyond its control, the Investment Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto

Z. MISCELLANEOUS

1. Client shall not assign, convey or otherwise transfer any of its rights, obligations, or interest herein without the prior written consent of Investment Advisor, however Investment Advisor may depending on the prevailing situation assign, convey or otherwise transfer any of its rights, obligations, or interest by duly, informing clients.
2. Without prejudice to the other rights or remedies that Investment Advisor may have under the applicable laws, the Client hereby agrees to indemnify Investment Advisor, its directors, employees and representatives for all the liabilities (including claims, damages, suits or legal expenses in defending itself in relation to the foregoing) arising due to non-performance and/or non-observance of your duties and obligations under this Agreement or due to breach of terms and conditions provided herein. The provisions of this clause shall survive termination of this Agreement for any reason whatsoever.
3. Whenever the Client receives any communication (including investment advice) pursuant to this Agreement from the Investment Advisor, the Client agree it will inform Investment Advisor of any mistakes or omission or disagreements within Five (5) days from the date of the relevant information/documents. If the Client fails to do so, the Client shall be deemed to have agreed to the contents in such communications (including investment advice) and will no longer have the right to dispute the accuracy thereof. Accordingly, Investment Advisor has the right to treat the Client’s silence as Client’s representation that such communication is accurate or/and to the Client’s satisfaction. Nothing in this Clause shall prevent the Investment Advisor from unilaterally amending any such statement for any inaccuracy it detects.
4. Investment Advisor reserves the right to amend, modify or vary any of the terms stated herein at any time in its sole and absolute discretion and any such amendment, modification or variation shall take into effect and bind the Client from such date as may be prescribed by the Investment Advisor.
5. The advice and recommendations given to the Client are intended strictly for the Client benefit, and no other persons shall be entitled to rely on such information.
6. No failure on the part of any Party to exercise, and no delay in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
7. The illegality, invalidity or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.
8. Other than as specifically permitted under this Agreement, the Client shall not publish, disseminate or broadcast advertisements, circulars or other publicity material referring to the Investment Advisor without the prior consent of Investment Advisor.
9. NO GUARANTEE AND LIMITATION OF LIABILITY: The Client acknowledges that the Investment Advisor obtains information from a wide variety of sources and that the Investment Advisor does not claim to have any sources of inside information. Any Recommendations made by the Investment Advisor will be based upon the professional judgment of the Investment Advisor and its individual associated persons and neither the Investment Advisor nor its individual associated persons guarantee any level of return. Further, the Investment Advisor shall not be liable for any act or failure to act except for negligence, wilful misconduct, or bad faith. In no case shall the Advisor's liability exceed the sums paid by the Client to the Advisor under this Agreement.
10. LIMITATION OF ADVICE: Neither the Investment Advisor nor any of its associated persons are qualified to nor shall they render any legal or accounting advice. The Client acknowledges and understands that Investment Advisor does not and will not practice law or accounting in providing advice to the Client and that none of the sums paid under this Agreement relate to accounting or legal services. Further, the Client is advised to discuss the recommendations of the Investment Advisor with the Client's attorney and accountant. The Client understands that if such services are necessary, it shall be the responsibility of the Client to obtain such services. Also any Recommendation or advice will be in accordance with investment objectives conveyed by the Client to the Investment Advisor. The Client understands that investments carry differing levels of risks which may result in loss of value and that past performance of investments recommended by the Advisor should not be construed as an indication of future results. The Client also understands that the Investment Advisor's advice may differ from client to client based on the individual time horizon, risk tolerance, financial situation of each client and other subjective criteria of each of the Advisor's clients
11. Nothing herein contained shall be deemed to create or constitute a partnership between the Parties hereto. This Agreement may only be varied with the written agreement of both Parties. This Agreement may be entered into in any number of counterparts, each of which when executed and delivered shall be an original.
12. Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof.