WHEREAS
(A) SuperMoney Advisors Private Limited SuperMoney or the Investment Advisor is registered with the Securities and Exchange Board of India the SEBI under the provisions of Securities and Exchange Board of India Investment Advisers Regulations, 2013 Investment Advisors Regulations with Registration No. INA000017408 to act as an Investment Advisor. SuperMoney operates mobile applications and websites https://www.getpi.in/ under brand names PI Platform and offers and provides advisory services, as specified under Schedule 2 to clients.
(B) The Client wishes to appoint the Investment Advisor to provide advisory services in accordance with the Clients investment objectives and the Investment Advisor is willing to accept such appointment on the terms and conditions hereinafter contained. Except as otherwise provided in this Agreement, the services provided pursuant to this Agreement does not include or otherwise apply to services provided by the Investment Advisor’s non registered affiliates or technology partners or to services provided with respect to assets not held in the Portfolio
6. Scope of Services
6.1 Advisory
The Investment Advisor shall advise the Client in relation to the investment in the securities, as well as on such ancillary matters as shall reasonably be requested by the Client and having regard to the investment objectives and restrictions of the Client as set out in the related documents specified in Schedule 1. Without limiting the generality of the foregoing, the Investment Advisor will have the power and the duty to carry out the actions listed in Schedule 2 which also list down the scope coverage of services along with possible risk factors associated with investing in securities
The Investment Advisor is a technology enabled platform and will use technological tools for communicating advices with respect to investment in securities. While these reduce costs and improve efficiency, the Client is exposed to risks associated with electronic dissemination of advice. The Client acknowledges and accepts all the involved risks while opening the account
6.2 Compliance
i. In performing its obligations under this Agreement, the Investment Advisor will not provide advisory services that would result in a breach by the Client of any applicable laws and regulations. This is subject to the Client providing full and complete disclosure about its scope under this Agreement.
ii. In carrying out its duties hereunder, the Investment Advisor shall observe and comply with all applicable laws, rules and regulations as amended from time to time, including those under the regulations and the applicable circulars and guidelines issued by the SEBI and RBI
iii. For the avoidance of doubt, the Investment Advisor shall not hold any assets or fund belonging to the Client.
iv. The Investment Advisor confirms that it has a clean disciplinary history
7 Investment Advisors Powers
In performing its duties and responsibilities under this Agreement, the Investment Advisor may delegate such of its powers, authorities, duties and responsibilities to such party or parties including fund administrators, KYC and other members of the Group as the Investment Advisor may consider necessary or desirable except that investment advisory duties shall not be delegated. The Investment Advisor will exercise its power of delegation only on terms which are consistent with the terms of this Agreement, including as to any indemnity provided for such delegation
Notwithstanding any such delegation, the Investment Advisor will remain liable for all the obligations expressed to be assumed by it under this Agreement.
8. Functions of Investment Advisor including principal officer and all persons associated with the investment advice
i. the Securities and Exchange Board of India Investment Advisors Regulations, 2013 and its amendments, rules, circulars and notifications at all the time.
ii. eligibility criteria as specified under the Investment Advisor Regulations at all times.
iii. risk assessment procedure of Client including their risk capacity and risk aversion
iv. providing reports to the Clients on potential and current investments
v. 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 Advisors Regulations, 2013
vi. provisions regarding audit as per the Securities and Exchange Board of India Investment Advisors Regulations, 2013
vii. Investment Advisor undertakes to abide by the Code of Conduct as specified in the Third Schedule of the Securities and Exchange Board of India Investment Advisors Regulations, 2013
9. Conflicts of Interests
9.1 Other interests
i. directors, officers, agents and shareholders of the Client are or may be interested in the Investment Advisor as directors, officers, shareholders or otherwise and vice versa
ii. the Investment Advisor is or may be interested in the Client as a shareholder or otherwise and vice versa; and
iii. the Client and the Investment Advisor and its respective directors, officers, agents and shareholders may, from time to time, have other appointments, offices and interests to which they may devote such time, effort and resources as they consider appropriate provided that such appointments, offices and interests do not deter from the performance of the Investment Advisor’s obligations under this Agreement, and it is hereby acknowledged that no person so interested will be liable to account for any benefit to any other party by reason solely of such interest
11. LIABILITY
11.1
The Client acknowledges and agrees that the Investment Advisor does not guarantee that its advice will result in profits or avoid losses or meet the investment objectives of the Client or that such advice will not at any time be affected by adverse tax consequences, technical failures, timely regulatory compliance to a new law. The Investment Advisor will not be liable to the Client for any error of judgement or loss suffered by the Client in connection with the Advisory Services provided to the Client by the Investment Advisor.
11.2
All decisions in relation to investments are based on the Client’s own evaluation of the Client’s financial circumstances and investment objectives. Any decision, action or omission to buy, sell or hold Investments shall be based solely on the Client’s own verification and a proper evaluation of all the relevant facts, financials and other circumstances and neither the Investment Advisor nor any of the Investment Advisor’s employees, officers, directors, personnel, agents or representatives shall be responsible or held liable for the same for any reason whatsoever.
11.3
The Client understands that at the request of the Client, the Investment Advisor provides Advisory Services to the Client, and the Investment Advisor provides such advices as per the standards within the ambit of the applicable laws of India, which may require the Investment Advisor to have a reasonable basis to believe that such advice (a) meets the Client’s investment objectives as may be recorded with the Investment Advisor and confirmed by the Client, including but not limited to, risk assessment and Risk Profiling; (b) that the Client is able to bear investment risk consistent with the Client’s investment objectives and risk tolerance; and (c) that the Client has the necessary experience and knowledge to understand the risks involved in the investment(s).
11.4
It is expressly clarified that unless specifically requested by the Client and explicitly agreed by the Investment Advisor, the Investment Advisor shall have no ongoing obligation to advise the Client on, or to monitor, any individual investment or portfolio of investments.
11.5
The Client confirms that the Client is aware that securities are subject to a very wide variety of risks which include amongst others an unpredictable loss in value which may extend to a total loss of value of the securities due to, inter alia:
- overall economic slowdown, unanticipated corporate performance, environmental or political problems, changes to monetary or fiscal policies, changes in government policies and regulations with regard to industry and exports;
- acts of force majeure including nationalisation, expropriation, currency restriction, measures taken by any government or agency of any country, state or territory in the world, industrial action or labour disturbances of any nature, boycotts, power failures or breakdowns in communication links or equipment (including but not limited to loss of electronic data) international conflicts, violent or armed actions, acts of terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God, default of courier or delivery service or failure or disruption of any relevant stock exchange, depository, clearing house, clearing or settlement systems or market, or the delivery of fake or stolen securities;
- volatility of the stock markets, stock market scams, circular trading of securities and price rigging;
- default or non-performance of a third party, company’s refusal to register a Security due to legal stay or otherwise and disputes raised by third parties; and
- low possibilities of recovery of loss due to expensive and time-consuming legal process and any changes in the Securities and Exchange Board of India (SEBI) rules and regulations and other applicable laws governing the Terms, and in this relation the Client understands that the Investment Advisor shall not be liable and responsible for any loss occurred to Client arising of or in connection with, such aforesaid risk factors and elements.
11.6 Indemnity
Client hereby undertakes to hold harmless and fully indemnify the Investment Advisor and its directors principal officers, employees and duly appointed agents and representatives the Indemnified Parties against all liabilities, obligations, losses, damages, penalties, actions, proceedings, judgments, suits, claims, costs, demands, expenses and/or disbursements of any kind or nature whatsoever which may be brought against suffered or incurred by the Indemnified Parties by reason of their performance of its duties under the terms of this agreement or otherwise by reason of their activities on behalf of the Client including all legal fees on a full indemnity basis and any other expenses properly incurred and including any such liabilities, actions, proceedings, claims, costs, demands and expenses as shall arise as a result of loss, delay, interruptions of service or error in transmission of any cable, telex, telefax, telegraphic or other communication. Client acknowledges that there may be delays for interruptions in the use of Clients system, including, for example, those caused intentionally by Investment Advisor for purposes of servicing its system. Under no circumstances shall the Investment Advisor be liable for any punitive, indirect, incidental, special or consequential loss or damages, including loss of business or goodwill.
Further, the Client agrees to indemnify and hold harmless the Indemnified Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising out or in relation or in connection with, breach of any terms of this Agreement by the Client (including breach of representations and obligations as specified herein), non-compliance of any applicable law of India; furnishing/providing any untrue and false data and information, records or document to Investment Advisor as may be required for the purposes of Advisory Services or this Agreement; and/or any act or omission of gross negligence, fraud and wilful default by the Client.
Without prejudice to the generality of the preceding provisions of this Clause, Investment Advisor will not be responsible for any loss suffered by the Client as a result of any default by any person with whom Investment Advisor arranges or enters into any transaction on behalf of the Client pursuant to this Agreement.
11.7 Disclaimer
The Investment Advisor to the best of its knowledge is compliant with all the regulatory framework for carrying out its business services, however ultimate responsibility for regulatory compliance lies with the Client and the Client shall seek his/her/its own independent opinion through a professional to take an informed decision.
11.8 Officers, employees etc.
For the avoidance of doubt, the references to the Investment Advisor in this clause will be deemed to include the principals, officers, directors, shareholders, agents, employees or servants of the Investment Advisor.
12. Termination
12.1 Term
This Agreement shall continue until terminated by either party giving to the other not less than 30 clear calendar days’ prior written notice of termination or such other period as may be agreed between the parties in writing or terminated pursuant to the remaining provisions of this clause 12.
12.2 Termination events
Notwithstanding the provisions of clause 12.1, this Agreement and the appointment of the Investment Advisor hereunder may be terminated:
- automatically, if either party files a petition for bankruptcy, reorganisation or arrangement, or makes an assignment for the benefit of the creditors or takes advantage of an insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of either party and is not discharged within 90 days after such appointment;
- In case of death / permanent disability of the Client;
- If the Investment Advisors certificate of registration cancelled or suspend by the Securities Exchange Board of India and
- by either party if the other party shall commit any breach of its obligations under this Agreement and shall fail to make good such breach within 30 days of receipt of notice served by the party requiring it so to do.
- The Investment Advisor reserves the right to suspend or terminate this Agreement forthwith, if the Client commit a breach of any of the terms and conditions hereunder or if SuperMoneys arrangement with the third party employer of the Client is terminated. For avoidance of doubt, it is clarified that if the employer of the Client fails to pay the advisory Fee on behalf of the Client, SuperMoney will have the right to suspend performance of the Advisory Services until the Client pays the Advisory Fee on our platform to continuing availing the advisory Services of SuperMoney. The Client may terminate the Agreement in case of suspension or termination of the registration of the Investment Advisor as an Investment Advisor by SEBI or any other competent authority.
- The Investment Advisor may immediately stop advising the client If he / she doesnt pay advisory fees by the due date. The Investment Advisor may terminate the agreement if the client doesnt pay the advisory fees on or before 3 months from the due date of the payment.
12.3 Payments on termination
On termination of this Agreement pursuant to this clause 12, the Investment Advisor will be entitled to receive the following payments unless otherwise agreed by the parties from the Client:
- all accrued but unpaid fees or other amounts otherwise payable under this Agreement, to the date of the termination; and
- the reimbursement of all costs incurred and expenses provided for in this Agreement but not yet paid by the Client, including all costs and expenses reasonably incurred by the Investment Advisor in relation to such termination, unless this Agreement is terminated due to the Investment Advisor breaching its obligations under this Agreement.
13. Confidentiality
13.1
The Client acknowledges that, in the course of his relationship with SuperMoney and in using the Services, he may obtain information relating to the Services and/or SuperMoney (“Proprietary Information”). Such Proprietary Information shall belong solely to SuperMoney and includes, but is not limited to, the features and mode of operation of the Services, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, plans and data. In regard to this Proprietary Information.
13.2
The Receiving Party will hold the Confidential Information of the Disclosing Party in trust and confidence for the Disclosing Party and, except as set forth in this Agreement or as otherwise may be authorized by the Disclosing Party in writing, will not disclose such information to any third party. The Parties agree that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its affiliates and employees on a need to know basis and to the extent necessary for the conduct of its business or for performing its obligations under this Agreement. SuperMoney will not publish, disclose or use any Confidential Information of the Client unless required by any applicable law, regulations, rules and guidelines laid down by SEBI, order of a court of competent jurisdiction or by a regulatory authority or with specific permission of the Client.
13.3
Any information shall not be considered “Confidential Information” to the extent, but only to the extent, that such information: (a) was already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party; (b) is subsequently learned from an independent third party free of any restrictions and without breach of this Agreement or any other agreements; (c) is or becomes publicly available through no wrongful act of the Receiving Party; or (d) is independently developed by the Receiving Party without reference to any Confidential Information.
13.4
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any applicable law, rule or order, provided that the Receiving Party, where reasonably practicable and to the extent legally permissible, provides the Disclosing Party with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and provided further that the Receiving Party discloses no more Confidential Information of the disclosing Party than is reasonably necessary in order to respond to the required disclosure. Each Party may retain copies of the Confidential Information, as applicable, to the extent required to comply with applicable legal and regulatory requirements. Such Confidential Information, as applicable, will remain subject to the terms and conditions herein.
13.5
For the purpose of this clause, the term “Disclosing Party” means the party and its affiliates providing Confidential Information. The term “Receiving Party” means the party and its affiliates receiving Confidential Information.
14. Notice
14.1
Any notice or other communication required or authorized by this Agreement shall be given in writing and shall be served by hand at or by being sent by registered post or by electronic delivery or by facsimile transmission or comparable means of communication to the address or the facsimile transmission number of the relevant party as set out below or provided to Investment Advisor on its system:
Any notices or information given by post in the manner prescribed in Clause 16.1 which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing it was so posted and proof that the envelope containing any such notice or information was properly addressed, prepaid, registered and posted and that it has not been so returned to the sender shall be sufficient evidence that the notice or information has been duly given
Any notice or information sent by facsimile transmission, electronic mail or comparable means of communication shall be deemed to have been duly sent on the date of transmission upon receipt of the transmission report showing due transmission
15. Miscellaneous
15.1 Nothing contained in this Agreement is intended to or shall be deemed to establish any partnership between the Client and Investment Advisor or any of its Affiliates or other clients.
15.2 Client acknowledges that Investment Advisor may revise this Agreement by sending notice of the revised agreement by e-mail or upon Client’s log-in on the Investment Advisor’s system. Client’s use of Investment Advisor’s system after such notice constitutes acceptance of the revised agreement. Each time the Client utilizes the Investment Advisor system, software or technologies, the Client affirms its acceptance of, and agreement to, the terms outlined in this Agreement.
15.3 No failure or delay by a party to exercise any right or remedy under this Agreement or by law will operate as a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. For the avoidance of doubt, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
15.4 This Agreement may be executed in more than one counterpart and shall come into force/take effect as delivery once each party has executed such a counterpart in identical form and exchanged the same in PDF, JPEG or other agreed format or a facsimile copy of the same with the other party.
15.5 This Agreement shall be binding upon, and inure solely to the benefit of, the Client, Investment Advisor and, to the extent the Client is an entity, the Client representative, the officers and directors of the Client and each person who controls the Client and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.
15.6 Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Investment Advisor’s office is open for business.
15.7 This Agreement supersedes and extinguishes all prior agreements and understandings (whether written or oral) between the Client and Investment Advisor, with respect to the subject matter hereof.
15.8 The Client consents to recording of all telephone conversations. The Client acknowledges Investment Advisors Privacy Policy and consents to the collection and use of the Client Personal Information as described therein.
15.9 The agreement may be amended by mutual consent of the parties.
16. Electronic Consent
16.1 Client hereby agrees and consents to have Investment Advisor deliver or make available electronically all current and future account statements, notices (including privacy notices), letters to Client regulatory communications and other information, documents, data and records related to the Account (collectively, “Account Communications”). Client acknowledges and agrees that electronic communication from Investment Advisor will include, among other things, email delivery, and/or the electronic communication of Account Communications pertaining to Client via Investment Advisor’s website and Client acknowledges and agrees that such email delivery and electronic provision shall be deemed delivery. Client acknowledges and agrees that it is Client’s affirmative obligation to notify Investment Advisor in writing of any changes to Client’s email address. With respect to e-mail delivery of account communication, Client understands that e-mail messages may sometimes fail to transmit properly, including being delivered to SPAM folders. Client further understands that Client is responsible for ensuring that any emails from the Investment Advisor are not marked as SPAM and that Investment Advisor is responsible only to the extent that it sends e-mail messages to Client’s e-mail address as on record. Regardless of whether or not Client receives an e-mail notification, Client agrees to check Investment Advisor’s website on a regular basis for current information and to avoid missing any information that is time-sensitive.
16.2 Investment Advisor shall not be liable for any interception by any third party of Account Communications. Client acknowledges and agrees that, although Investment Advisor will not charge additional amounts for electronic delivery, Client may incur charges from its internet service provider or other third parties in connection with the delivery and receipt of account communications delivered electronically. In addition, Client understands that there are risks associated with electronic delivery of account communications, including the risk of system outages or interruptions, which risks may, among other things, inhibit or delay Client’s receipt of account communications.
16.3 Investment Advisor shall maintain the Client’s documents as per its internal confidentiality policy for a period of seven (7) years.
16.4 Subject to the terms of this Agreement, Client may revoke or restrict consent to electronic delivery of Account Communication at any time by notifying Investment Advisor in writing of Client’s intention to do so. Client understands that it has the right to request paper delivery of any Account Communication that the law requires Investment Advisor to provide to Client in paper form. Client understands that if it revokes or restricts consent to electronic delivery of Account Communications or requests paper delivery of the same, Investment Advisor, in its sole discretion, may:
- charge Client a reasonable service fee for the delivery of any Account Communications that would otherwise be delivered to Client electronically, and/or
- restrict or close the Account. Client understands that neither the revocation or restriction of consent, request for paper delivery, nor Investment Advisor’s delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while Client’s consent is in effect.
16.5 Client’s consent to receive electronic delivery of Account Communications will be effective immediately and will remain in effect unless and until either Client or Investment Advisor revokes consent per Section 16.4 above. Client understands that it may take up to three (3) business days to process a revocation of consent to electronic delivery. Client acknowledges that it may receive electronic notifications until such consent is processed.
16.6 Client understands and confirms that in order to access, view, and retain Account Communications from Investment Advisor Client must have:
- access to an up-to-date internet browser to access the Account, or if accessing through a mobile application, one of the following mobile operating systems: Apple iOS 6.0 or later or Android OS 2.3 or later;
- local, electronic storage capacity to retain Account Communications and/or a printer to print them;
- a valid e-mail account and software to access it;
- an up-to-date device or devices including but not limited to a computer, tablet, or smartphone suitable for connecting to the internet and downloading or accessing websites; and
- software that enables Client to view files in the Portable Document Format (“PDF”).
17. Electronic Signature
Client consents and agrees that his or her use of a key pad, mouse, or other device to select an item, button, icon, or similar act/action while accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions constitutes Clients electronic signature, acceptance, and agreement and that such electronic signature will meet the requirements of an original signature as if actually signed by Client in writing. Further, Client agrees that no certification authority or other third-party verification is necessary for the enforceability of his or her signature or any resulting contract between Client and Investment Advisor. At the request of Investment Advisor, any electronically signed document must be promptly re-executed in original form by Client who executed the electronically signed document. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this section
19. Governing Law
19.1 This Agreement shall be governed by and construed in accordance with Indian law.
19.2 In all judicial actions, arbitrations or dispute resolution methods, the parties waive any right to punitive or consequential damages.
20. Arbitration
20.1 All parties to this Agreement agree to giving up the right to settle the dispute in court, insofar as such waiver can validly be made.
20.2 Client agrees that any dispute, controversy or claim or grievance between Investment Advisor, any Investment Advisor affiliate or any of their shareholders, officers, directors, associates or agents, on one hand, and the Client or, if applicable, the Client’s shareholders, officers, directors, associates, or agents on the other hand, arising out of, or relating to, this Agreement or any account(s) established hereunder in which investment advice may be made; any transactions therein; any transaction between Investment Advisor and the Client; any provision of this Agreement or any other agreement between Investment Advisor and the Client; or any breach, termination or invalidity of such transactions or agreements shall be settled by the Arbitration and Conciliation Act 1996 (the “Act”). The award of the arbitrator shall be final and judgment upon the awards rendered may be entered in the High Court of Mumbai, Maharashtra.
20.3 The number of arbitrator shall be one.
20.4 The juridical seat of arbitration shall be Mumbai, India.
20.5 The language to be used in the arbitral proceedings shall be English.
By signing this Agreement, the Client acknowledges that he has received, read and understood the terms herein.
21. 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.
22. Force Majeure
The Investment Advisor shall not be liable for any failure to perform any of its obligations under this Agreement for any loss, damage or additional expense arising out of and in relation or as a result of any event which could not have been reasonably foreseen, or the consequences of which could not have been reasonably avoided by, even with the exercise of all due care, including an act of God, fire, casualty, flood, failure of public utilities, injunction or any act, exercise, labour or civic unrest, assertion or requirement of any governmental authority, epidemic, pandemic, any government order or change in regulation/ law which renders a Party incapable of performing the obligations under this Agreement, strikes, commotion, unrest, war or threat of war, terrorist activity, industrial disputes, natural or man-made disaster, adverse weather conditions and all similar events outside the Investment Advisor’s control (“Force Majeure Events”). In the event of equipment breakdowns, on account of Force Majeure event, the Investment Advisor shall, however, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
23. Waiver
No failure on the part of any party to exercise, and no delay on its part 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.
24. Entire Agreement
This Agreement together with all the schedules, annexures, and addendum constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral between the Parties pertaining to the subject matter hereof.
SCHEDULE 1
RELATED DOCUMENTS
The Client acknowledges that he has created a login and password at the Investment Advisors Website and/or mobile application and accepts the Terms of Use and Privacy Policy at the Website and /or mobile application.
The Client also acknowledges that he has read, reviewed, and electronically signed the following documents (as applicable) relating to the Agreement:
- The Terms and Conditions (Accepted at login)
- Privacy Policy (Accepted at login)
- Disclaimer
- Disclosures
- Grievance Redressal Mechanism
A copy of each of the above is available at all times through the Website.
