In consideration of the mutual understanding as set forth in the MEMBER-CLIENT agreement between Tata Securities Limited and the Client, the parties thereto have agreed to the following terms and conditions:
- The Client agrees to immediately notify the Member in writing if there is any change in the information in the 'Client registration form' provided by the Client to the Member at the time of opening of the account or at any time thereafter.
- The Member declares that it has brought the contents of the risk disclosure document to the notice of Client and made him aware of the significance of the said document.
- The Client agrees that:
- He has read and understood the risks involved in trading on a stock exchange.
- He shall be wholly responsible for all his investment decisions and trades.
- The failure of the Client to understand the risk involved shall not render a contract as void or voidable and the Client shall be and shall continue to be responsible for all the risks and consequences for entering into trades in the segments in which the Client chose to trade.
- He is liable to pay applicable initial margins, withholding margins, special margins or such other margins as are considered necessary by the Member or the Exchange or as may be directed by SEBI from time to time as applicable to the segment(s) in which the Client trades. The Member is permitted in its sole and absolute discretion to collect additional margins (even though not required by the Exchange, Clearing House/Clearing Corporation or SEBI) and the Client shall be obliged to pay such margins within the stipulated time.
- Payment of margins by the Client does not necessarily imply complete satisfaction of all dues. In spite of consistently having paid margins, the Client may, on the closing of its trade, be obliged to pay (or entitled to receive) such further sums as the contract may dictate/require.
- The Client agrees to pay to the Member brokerage and statutory levies as are prevailing from time to time and as they apply to the Client' s account, transactions and to the services that Member renders to the Client. The Member agrees that it shall not charge brokerage more than the maximum brokerage permissible as per the rules, regulations and bye-laws of the relevant stock exchange/SEBI.
- The Client agrees to abide by the exposure limits, if any, set by the Member or by the Exchange or Clearing Corporation or SEBI from time to time.
- Without prejudice to the Member’s other rights (including the right to refer a matter to arbitration), the Member shall be entitled to liquidate/close out all or any of the Client's positions for non-payment of margins or other amounts, outstanding debts, etc. and adjust the proceeds of such liquidation / close out, if any, against the Client's liabilities/obligations. Any and all losses and financial charges on account of such liquidation/closing-out shall be charged to and borne by the Client.
- The Member agrees that the money/securities deposited by the Client shall be kept in a separate account, distinct from his/its own account or account of any other Client and shall not be used by the Member for himself/itself or for any other Client or for any purpose other than the purposes mentioned in SEBI Rules and Regulations circulars/ guidelines/Exchanges Rules/Regulations/Bye-laws and circulars.
- The Client agrees to immediately furnish information to the Member in writing, if any winding up petition or insolvency petition has been filed or any winding up or insolvency order or decree or award is passed against him or if any litigation which may have material bearing on his capacity has been filed against him.
- The Member agrees to inform the Client and keep him apprised about trading/settlement cycles, delivery/payment schedules, any changes therein from time to time, and it shall be the responsibility in turn of the Client to comply with such schedules/ procedures of the relevant stock exchange.
- In the event of death or insolvency of the Client or his/its otherwise becoming incapable of receiving and paying for or delivering or transferring securities which the Client has ordered to be bought or sold, the Member may close out the transaction of the Client and claim losses, if any, against the estate of the Client. The Client or his successors, heirs and assigns shall be entitled to any surplus which may result therefrom.
- The Member agrees that it shall co-operate in redressing grievances of the Client in respect of transactions routed through it and in removing objections for bad delivery of shares, rectification of bad delivery, etc. in respect of shares and securities delivered/to be delivered or received/to be received by the Client.
- The Member shall continue to be responsible for replacing bad deliveries of the Client in accordance with applicable “Good & bad delivery norms” even after termination of the agreement and shall be entitled to recover any loss incurred by him in such connection from the Client.
- The Member shall ensure due protection to the Client regarding Client's rights to dividends, rights or bonus shares, etc. in respect of transactions routed through it and it shall not do anything which is likely to harm the interest of the Client with whom and for whom it may have had transactions in securities.
- The Client and the Member agree to refer any claims and/or disputes to arbitration as per the Rules, Bye-laws and Regulations of the Exchange and circulars issued thereunder as may be in force from time to time.
- The Member hereby agrees that he shall ensure faster settlement of any arbitration proceedings arising out of the transactions entered into between him and the Client and that he shall be liable to implement the arbitration awards made in such proceedings.
- Information about default in payment/delivery and related aspects by a Client shall be brought to the notice of the relevant Stock Exchange(s). In case where defaulting client is a corporate entity/partnership/proprietary firm or any other artificial legal entity, then the name(s) of director(s)/ promoter(s)/ partner(s)/proprietor as the case may be, shall also be communicated to the relevant stock exchange(s).
- The Member and the Client agree to reconcile their accounts at the end of each quarter with reference to all the settlements where payouts have been declared during the quarter.
- The Member and the Client agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman) Regulations, 2003.
- The Member and the Client declare and agree that the transactions executed on the Exchange are subject to Rules, Bye-laws and Regulations and circulars issued thereunder of the Exchange and all parties to such trade shall have submitted to the jurisdiction of such court as may be specified by the Bye-laws and Regulations of the Exchange for the purpose of giving effect to the provisions of the Rules, Bye-laws and Regulations of the Exchange and the circulars issued thereunder
- The instructions issued by an authorized representative, if any, of the Client shall be binding on the Client in accordance with the letter authorizing the said representative to deal on behalf of the said Client.
- Where the Exchange cancels trade(s) suo moto all such trades including the trade/s done on behalf of the Client shall ipso facto stand cancelled.
- This agreement shall forthwith terminate; if the Member for any reason ceases to be a Member of the Stock Exchange including cessation of membership by reason of the Member's default, death, resignation or expulsion or if the certificate issued by the Board is cancelled.
- The Member and the Client shall be entitled to terminate this agreement without giving any reasons to the other party, after giving notice in writing of not less than one month to the other parties. Notwithstanding any such termination, all rights, liabilities and obligations of the parties arising out of or in respect of transactions entered into prior to the termination of this agreement shall continue to subsist and vest in /be binding on the respective parties or his / its respective heirs, executors, administrators, legal representatives or successors, as the case may be.
- In addition to the specific rights set out in this Agreement, the Member and the Client shall be entitled to exercise any other rights which the Member or the Client may have under the Rules, Bye-laws and Regulations of the Exchange and circulars issued thereunder or Rules and Regulations of SEBI
- Words and expressions which are used in this Agreement, but which are not defined herein shall, unless the context otherwise requires, have the same meaning as assigned thereto in the Rules, Byelaws and Regulations of the Exchange and circulars issued thereunder.
- The provisions of this agreement shall always be subject to Government notifications, any rules, regulations, guidelines and circulars issued by SEBI and Rules, Regulations and Bye-laws of the relevant stock exchange that may be in force from time to time.
- The Member hereby undertakes to maintain the details of the Client as mentioned in the Client registration form or any other information pertaining to the Client in confidence and that it shall not disclose the same to any person/ authority except as required under any law/regulatory requirements; Provided however, that the Member may so disclose information about his Client to any person or authority with the express permission of the Client.
This agreement can be altered, amended and/or modified by the parties mutually in writing without derogating from the contents of this Agreement : Provided however, if the rights and obligations of the parties hereto are altered by virtue of change in Rules and Regulations of SEBI or Bye-laws, Rules and Regulations of the relevant Stock Exchange, such changes shall be deemed to have been incoporated herein in modification of the rights and obligations of the parties mentioned in this agreement.
The following clauses are not part of model formats of Uniform Set of Documents prescribed by SEBI under Uniform Documentary requirements vide its circular number SEBI/MIRSD/DPS-1/CIR- 31/2004 dated August 26, 2004. These clauses have been added in order to ensure smooth functioning of trading and to enhance the transparency of Member-Client relation. The Client is further informed that he/she/it may strike out any of these clauses in the MEMBER-CLIENT agreement, if he/she/it does not wish to accept the same.
The Client and the Member, in addition to the above, also agree to the terms and conditions stated herein below:
- CLIENT’S ADDITIONAL REPRESENTATIONS
The Client has represented to the Member that:
- He/She/It is eligible to enter into this Agreement.
- All actions required to be taken to ensure compliance of the transaction with all applicable laws have been completed.
- Undertakes not to act as a sub-broker without prior written permission of the Member / Exchange and without obtaining certificate of registration from Securities and Exchange Board of India (SEBI).
- The trading and other instructions issued to the Member for facilitating and carrying out business issued telephonically or through any other means either express or implied by an authorized representative of the Client shall be binding on the Client.
- CLIENT'S AUTHORISATIONS
- Client has authorized specific persons named in the MEMBER-CLIENT agreement to jointly and severally trade and transact in securities for and on behalf of the Client and the Member may act on the instructions of the said authorised representative(s). Board resolution in case of corporate Clients and a declaration signed by all partners in case of Partnership firms shall be furnished and the Client undertakes to renew the same in case there is a change. An authority to any person other than the above if desired, shall be provided by way of notarised POA.
- If the authorised representative(s) are replaced, the client undertakes to inform the Member of the change in writing immediately or within 24 hours of effecting such change failing which the Client undertakes to be responsible for the trade obligations arising out of the actions of both the old representative(s) as well as the new representative(s).
- If any transaction(s) under this agreement or under any other agreement or otherwise with the Member, has/have been executed on behalf of Client by any other person, not mentioned above and the same has/have been accepted by the client from time to time on the basis of the contract note(s)or bills or any other correspondence dispatched/communicated to the Client by the Member and/or by part or full settlement of the said transaction(s) by Client, then such transaction(s) shall be deemed to be executed by the person authorised by the Client and the Client agrees to ratify and accept all such or other actions of such persons and undertakes to meet all obligations arising from these transaction(s).
- Undertakes to be bound by all the transactions undertaken by the Member pursuant to the instructions of the authorized representative(s)
- In compliance with the SEBI directive vide its Circular No. SEBI/MRD/SE/CIR-42/2003 dated 19th November 2003, Member hereby confirms that the investments in the equity market are undertaken by the Member on its own account to deploy the temporary surpluses arising in the ordinary course of business on proprietary basis.
- All Margins shall be paid by the Client in the form of Funds (which shall hereinafter mean and include account payee cheques, bankers cheques, demand drafts, pay orders and telegraphic, telex or wire transfers, but not cash or currency) /securities as laid down in the Sub-clause (b) of this clause.
In case where the payment by the Client towards the margin is made through an account payee cheque issued in favour of the Member, the Member, only upon the realization of the funds of the said cheque, would execute any trade(s) of the Client
- Margin in the form of Securities:
- The Client may place margin with the Member in the form of securities if approved by the Member and the Stock Exchange. The Member may prescribe the list of select dematerialised securities eligible for acceptance as margins. This list may be revised, modified or replaced by the Member from time to time without giving any notice to the Client and the Client shall accordingly replace the securities (placed as margins) with the Member within the time specified by the Member. Such securities may be either placed in a separate Demat account titled “Tata Securities Limited Margin account" OR in a separate DP account that may be opened by the Client for the purpose with the necessary Power of Attorney executed in favour of the DP and/or the Member.
- The Client agrees and authorizes the Member to determine the market value of securities placed as Margin after applying a haircut that the Member deems appropriate The Client's positions are valued at the latest market price available (marked to market) \ on a continuous basis by the Member. The Client undertakes to monitor the adequacy of the collateral and the market value of such securities on a continuous basis. If due to price fluctuations, there is erosion in the value of the margins, the Client agrees to replenish any shortfall in the value of the Margins immediately, whether or not the Member intimates such shortfall.
- All corporate benefits, including but not restricted to Bonus/Right Shares accruing on the Securities so deposited shall be credited into the aforesaid depository account or to the Client's trading account as the case may be, unless otherwise agreed to by the Member, and shall constitute margin for the Clients trades/transactions.
- The Member may, at its sole discretion, prescribe that the payment of Margin money for further trades shall be in the form of Funds instead of securities. The Client accepts to comply with the Member's requirement of payment of Margin in the form of Funds immediately failing which the Member may sell, dispose, transfer or deal in any other manner the securities already placed with it as Margin or square off all or some of the positions of the Client as it deems fit in its discretion without further reference to the Client and any resultant or associated losses that may occur due to such square off/sale shall be borne by the Client, and the Member is hereby fully indemnified and held harmless by the Client in this behalf.
- Margin with Stock Exchange
The Client agrees that the Member may in its turn place any of the securities placed by him/her/it as Margin by way of pledge or hypothecation or margin on his behalf with Exchanges to meet Exchange obligations, as the Member may deem fit. The Client authorizes the Member to do all such acts, deeds and things as may be necessary and expedient for the above purpose.
- The Client is responsible for all orders, including any orders that may be executed without the required Margin in the Client's account. If the Client's order is executed despite a shortfall in the Margin, the Client shall, whether or not the Member intimates such shortfall in Margin to the Client, instantaneously make up the shortfall either through delivery of shares in the event of a sale or credit the required funds in the Clients account via wire or personal cheque, cashier's cheque or money order or account transfer or any other mode.
- Any reference in these terms to sale or transfer of securities by the Member shall be deemed to include sale of the securities, which formpart of the Margin, maintained by the Client with the Member. In exercise of the Member's right to sell securities as provided in this Agreement, the choice of specific securities to be sold shall be that of the Member.
- TRANSACTIONS IN CASH/DERIVATIVES SEGMENT
In case of the Client undertaking the transactions simultaneously in Cash and Derivative Segments, the Client specifically agrees:
- That the shares received from the stock exchange in the pay out of Cash segment may at discretion of the Member be transferred to the Client’s Derivatives Margin Account to be utilized as margin for the Derivatives transactions that the Client may undertake.
- That the Client authorizes the Member to transfer such shares purchased by the Client in the Cash Segment to the Clearing Member/ Exchange towards margin requirements for Client's derivative transactions as the Member may deem fit or expedient.
- The Client understands that the release of the shares held as aforesaid (as margin) and the transfer of the same to the Clients designated DP account would take upto four days and in this view, the Client agrees to give instruction to square off the relevant derivatives transaction (or to roll over the same) at least four trading days before the settlement date for the derivatives segment.
- The Client further agrees not to hold the Member responsible for the delay that may occur due to the reasons beyond the reasonable control of the Member.
- CLOSE OUT
- In case of Purchase
In case of purchase on behalf of Client, the Client authorizes the Member to close out the transaction by selling the securities in case the Client fails to make full payment to the Member for the execution of the contract within two days of trade execution or before pay-in day (as fixed by stock exchange for the concerned settlement period), whichever is earlier, unless the Client already has an equivalent credit with the Member. The loss incurred in this regard, if any, will be met from the margin money of the Client. The Client agrees to make good the shortfall, if any, immediately on being intimated of the shortfall by the Member
- In case of sale In case of sales on behalf of Client, the Client authorizes the Member to close out the contract by effecting purchases if the Client fails to deliver the securities sold with valid transfer documents within two days of the trade execution or before delivery day (as fixed by stock exchange authorities for concerned settlement period), whichever is earlier. Cost of the transaction (i.e. closeout), will be deductible from the margin money of the Client. The Client agrees to make good the shortfall, if any, immediately on being intimated of the shortfall by the Member.
- SET OFF
Notwithstanding anything contained in these presents, the Client hereby agrees that any amounts which are overdue from the Client or its sister concerns (where the Client is a firm or company) or related entities or family towards trading either in the Cash or Derivative segments or on account of any other reason to the Member or to any of the Member's group or associate companies may be charged the late payment charges at the rate of 2% per month of the sums in default or such other rate as may be determined by the Member. The Client hereby authorizes the Member to directly debit the same to the account of the Client at the end of each month provided, however, that in the case of dues owing by the Client or a Member of Client's family or sister concerns, to the Member's group or associate companies, such debit is not made by such group or associate company in the Client's Trading Account with it. The Client also authorizes the Member to debit charges for depository services to the trading account. The Client also agrees that any amount owed by the client to the Member (including the interest on delayed payment) can be adjusted by the Member from the dues owed to the Client by any group or associate company of the Member. Conversely, any money owed by the Member to the Client may be adjusted by the Member towards the dues owed by the client to any group or associate company of the Member.
- BROKERAGE AND OTHER CHARGES
In consideration of providing broking and allied services, the Client shall pay brokerage fees and other charges and levies to the Member as per KYC, which shall, however, be subject to variation from time to time;
- CANCELLATION OF TRADE
- Member shall be entitled to cancel relative contract(s) with the Client in the following circumstances:
- When the Exchange(s) cancel a trade suo motto or due to insufficient bids or offers or suspension of trading due to price limits or circuit breakers
- When the electronic trading systems either at the Exchanges or in the Member's offices are vulnerable to temporary disruptions or failures
- When due to unforeseen circumstances, the Member is not able to execute the desired transactions (either the Clients own transactions or transactions for enforcing margins as provided in this agreement) on a timely basis
- The Member shall not be responsible for any losses that the Client may incur on account of such cancellations.
- TRADE CONFIRMATION
- The Member shall send the trade confirmations to the Client, in the form of contract note-cum-bill or otherwise via mail, e-mail, fax, courier, Registered AD, oral communication/SMS or otherwise at the postal address, telephone/fax nos., e-mail address intimated by the Client to the Member.
- The Client understands that it is his/her/its responsibility to review the trade confirmations, the contract notes, the bills or statements of account immediately upon their receipt. All information contained therein shall be binding upon the Client, if the Client does not object in writing to any of the contents within twenty four hours of such intimation / confirmation.
- In all cases, the Member reserves the right to determine the validity of the Client's objection to the transaction.
- The Client agrees that the Member will not be responsible for the non-receipt of the trade confirmation due to any change in the Client's address / e-mail address / telephone /fax number which is not intimated to the Member in writing and/or where the communication remains undelivered due to non-availability of the client at the given address/telephone/fax number or client not opening his e-mail box.
- The Member shall have the right to refuse to accept any buy or sell instructions from the Client without assigning any reason thereof provided that the Member shall immediately inform the Client of any such decision.
- DIGITALLY SIGNED CONTRACT NOTES
- The Client hereby agrees and permits the Member to provide digitally signed contract notes through internet (web-based)
- In consideration of the Member having agreed to provide the Contract note through internet (web-based), both the parties to the agreement hereby covenant and agree as follows:
- The Client shall access the contract notes/ confirmations of the trades executed on his/her/their behalf on the trade date electronically. The Client understands that it is his/her/their responsibility to review all confirmations, contract notes, statements, notices and other communications including but not limited to margin and maintenance calls etc. All information contained therein shall be binding on the Client, if the Client does not object, either in writing or via electronic mail within 24 hours after any such documents are available to the Client.
- Should the Client experience any difficulty in opening a document electronically delivered by the Member, the Member may, on receipt of intimation from the Client in that behalf, make the required delivery by any other electronic means (e-mail, fax, electronic mail attachment, or in the form of an available download from the back-office website) or in paper based format. Failure to advise the Member of such difficulty within twenty four hours after delivery shall serve as an affirmation that Client was able to receive and open the said document
- The Client agrees not to receive the contract notes in physical form from the Member. Provided however that in case when the Member is not able to provide Contract Note to its Clients through (web based) electronic medium due to any unforeseen problems, the Member should ensure that the contract note reaches to the Client in physical form as per the time schedule stipulated in the Bye-Laws, Rules and Regulations of the Exchanges.
- The Client shall take all the necessary steps to ensure confidentiality and secrecy of the login name and password. Unless the Client lodges a complaint with the Member as to his/her/its inability to access the system, it would be presumed that contract notes and all other documents have been properly delivered.
- The Client agrees that the Member fulfils its legal obligation to deliver to the Client any such document if sent via electronic delivery and the Member has not received any report indicating bouncing back of such electronic delivery.
It is agreed that in case of purchase of securities by the Client, if the Member is unable to deliver the securities on the pay-out day due to nonreceipt of the securities from the stock exchange(s) or due to non-receipt of the said securities from another Client of the Member who has sold the securities against the said purchase transaction, the securities shall be delivered to the Client as per the policy of the Member as amended from time to time.
- TAPE RECORDING OF CONVERSATION
The Client is aware that the Member may tape-record the conversations between the Client or its representative and the Member, either personally or over the telephone, and the Client hereby specifically permits the Member to do so. The Member may rely upon such recordings as and when required to resolve disputes in connection with the trading transactions.
- INVESTMENT ADVICE
- The Client acknowledges that the Member shall not be liable to provide him with any legal, tax, investment or accounting advice or advice regarding the suitability or profitability of a security or investment.
- The Client also acknowledges that the Member's employees are not authorized to give any such advice unless the same is having regard to the financial status and the risk perception of the Client and that the Client will not solicit or rely upon any such advice from the Member or any of its employees.
- The client understands without any ambiguity that the Member does not have any product which guarantees assured return and he/she/it is solely responsible for any market risk in respect of transactions conducted through the Member.
- The Client agrees that in the event of the Member or any employee or official of the Member providing any information, recommendation or advice to the Client, the Client may act upon the same at the sole risk and cost of the Client, and the Member shall not be liable or responsible for the same.
- The Client assumes full responsibility with respect to his investment decisions and transactions.
- The Member, its officers, directors, employees, agents and affiliates will have no liability with respect to any investment decisions or transactions of the Client.
The Client hereby indemnifies and keep indemnified and holds the Member harmless from and against all claims, demands, actions, proceedings, losses, damages, liabilities, charges, and/or expenses that are occasioned or may be occasioned to the Member directly or indirectly, relating to bad delivery of shares/securities and/or third party delivery, whether authorized or unauthorized and fake/ forged/stolen shares/securities/transfer documents introduced or that may be introduced by or through the Client during the course of its dealings/operations on the Exchange(s) and/or proof of address, identity and other supportings/ documents provided by the client at the time of client registration and/or subsequently.
- DECLARATION OF CLIENT
- The Client confirms having read and understood the terms and conditions of this agreement and those relating to various services and products and accepts and agrees to be bound by the terms and conditions including those relating to exculpating limiting the Member's and Exchange’s liabilities
- The Client further confirms and declares that investments in securities carries risk and notwithstanding any recommendation made by the Member, the Client will take buy/ sell decisions at his sole discretion after evaluating such risk and shall not hold the Member liable for any loss arising from such Purchases/ Sales.
- INDEMNITY JOINT HOLDINGS
The Client hereby agrees to indemnify and keep indemnified and hold the Member harmless from any claims, demands, actions, proceedings, losses, damages, liabilities, charges, and / or expenses arising from transactions in securities held jointly by the Client with any other person or persons, if any.
Member may from time to time amend the agreement if required, for complying with any change in the Rules, Regulations, Bye-laws of the Exchanges and /or the SEBI notifications or with the requirements of any competent authority or if required under its corporate policies. The Member shall intimate the same to the Client. In case the Client continues to deal with the Member subsequent to the intimation of such amendments, it shall be deemed that the Client is agreeable to the new clauses. However, the Client has the right to terminate the agreement through communication in writing subject to the clearance by the Client of its financial and other obligations under this agreement. The client also has the right to terminate any one or more of the optional clause(s) contained in this agreement and/or intimated by the Member subsequently by giving a notice in writing, of not less than fifteen days to that effect, subject to review of Member-client relation by the Member, provided the Client clears his/her/its financial and other obligations under the agreement before termination of clause(s) for which notice has been given by the client.
- The Client agrees to keep the member updated of his/her/its financial status by providing networth certificate / copy of IT returns / Balance Sheet and other financial statements/documents.
- FORCE MAJEURE
The Member shall not be responsible for any losses, costs, or damages resulting directly or indirectly from:-
- any action, omission, suspension of trading, decision or ruling of any exchange or regulatory, governmental or other body or of any other person which is beyond the Member's control (including floor broker, exchange, dealing or clearing house); or
- any war, strike, lock-out, natural disaster, act of terrorism, delay in postal service or any other delay or inaccuracy in the transmission of orders or other information, or any breakdown, failure or malfunction which is beyond the control of the Member of any telecommunication or computer system.
- The above Force Majeure events do not exempt the Client to fulfill the obligations in his account with the Member.
- ASSIGNMENT Either party to this Agreement shall not assign or transfer all or any of its rights or obligations hereunder without the prior consent in writing of the other party.
- SEVERANCE In case anyone or more of the provisions contained in this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereto.
- NON-WAIVER No failure or delay by either party to exercise any right, power or privilege hereunder shall operate as a waiver nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as herein provided.
- All notices or communications issued under this agreement shall be served in any one or more or all of the following ways under (i) to (xi) and shall be served at the ordinary business address and/or ordinary place of residence and /or last known address of the party in any one or more of the following ways:
- by post,
- by registered post
- under certificate of posting
- by express delivery post
- by telegram,
- by affixing it on the door of the last known business or residential address
- by oral communication to the party or on the last known telephone number or on the recording machine of such number
- by sending a message through trading system,
- Notice pasted on the notice board of the Exchange in case change in address is not notified,
- by electronic mail or fax,
- by hand delivery.
- Any communication sent by the Member to the Client shall be deemed to have been properly delivered or served, even if such communication is returned to the Member as unclaimed/refused/undelivered, if the same is sent to the ordinary business address and/or ordinary place of residence and/or last known address of the party, in anyone or more of the ways as mentioned in clause (a) above.
- JURISDICTION All trades, transactions and contracts, are subject to the Rules and Regulations of the exchange shall be subject to the exclusive jurisdiction of the courts in Mumbai.
- The stamp duty and registration charges, if any, payable on these presents shall be borne and paid by the Client.
- The client hereby agrees to make all margin payments as demanded by the Member, failing which the Member can square up all or any outstanding position of sale and / or purchase without any notice to the client. The client also authorizes the Member to withhold transfer of shares or payout of funds to his account / family accounts / relative accounts / group accounts in case he/it fails to furnish margin cheques as demanded by the Member and hold the same towards margin requirements. The Member shall execute the orders only after the proceeds of the Margin account are realized and credited to its Bank account. The client agrees to deposit monies, securities or other property which may be required to open and / or maintain its account with the Member.
- Lien: The client agrees that all monies, securities or other property that may be held by the Member on the client’s account shall be held subject to a general lien for the discharge of the client’s obligation to the Member under this agreement.
- Excess Contracts: The client agree that they shall not, acting alone or in concert with others, directly or indirectly, hold and control excess number shares as fixed from time to time by the said Exchange.
- Discretion: The client authorizes the Member to use his discretion to buy, sell or close out any part or all of the positions held in the clients account with the Member for the protection of the Member. The client agrees to reimburse any or all such incidental expenses incurred by the Member.
- Communication: It is hereby agreed between the client and the Member that the ledger statements in respect of transactions entered into at the BSE and NSE cash segments may be combined for the purpose of convenience of the Member and the client and the payments received and paid by the Member will be appropriated on a First-In first-out basis. The client agrees to download his account statements, from Member’s website www.tatasecurities.com on a weekly as well as monthly basis as and when such facility is given by the Member. Any discrepancy in the Account Statement shall be brought to the notice of Member by the client in writing within seven (7) days from the end of the month, failing which the Account Statement appearing in the books of the Member shall be deemed to be correct and accepted by the client.
- The Member and the Client hereby agree that the procedure for sending the contract notes, bills, ledgers, transaction statements, reports, letters, circulars, notices, etc. by Post (ordinary or registered or speed or UCP), courier, hand delivery to the Client is applicable only if so demanded by the Client in writing to the Member. Otherwise, the Client hereby agrees to receive the contract notes, bills, ledgers, transaction statements, reports, letters, circulars, notices, etc. digitally/in electronic form through email id provided by the Client to the Member. The contract note issued digitally shall be subject to relevant bye- Laws/rules/regulations of the Exchange. The stamp duty on such contract note shall be paid as per applicable law.
- The Member shall send the e-contract notes, bills, ledgers, transaction statements, reports, letters, circulars, notices, etc. to the Client for the trades/transactions done on the Exchange, to the email id of the Client.
- The Client shall provide the email id to enable the Member to send the e-contract notes, bills, ledgers, transaction statements, reports, letters, circulars, notices, etc. from time to time to the Client through the software installed at the Member end and the Client shall initially download the specified software (Signature Verifier utility) or any other software as may be advised by Member from time to time on the Client's computer and the same shall be used for receiving, viewing, storing the e-contract notes, bills, ledgers, transaction statements, reports, letters, circulars, notices, etc, that shall be sent by the Member from time to time in respect of the trades/transactions/transfer of securities that have been executed by the Clients through the terminal of the Member.
- It is hereby specifically agreed that the client will call the Member and take confirmation from the Member or access the same on his / its email ID. Any discrepancies in the trades for the day must be pointed out at the time of confirmation or latest before the opening of the market the next day failing which the Member will not be liable for the resultant financial loss, if any. The client confirms the acceptance of contract note through email and in the event of non receipt of the same for any reasons within 24 hours accepts to download from the Member’s website when such facility is provided by the Member.
- In case the client does not point out discrepancy, if any, within 24 hours of receiving the contract note, the same shall be treated as correct. It shall be the responsibility of the client to send the original contract note in case of discrepancy to the Member within 24 hours of receipt.
- The Member client agrees that the Member will not be responsible for partial execution of orders placed by the client. The client also agrees that all orders placed by him shall be treated as orders for that particular session only. In case the client wants the orders to be carried forward or extended for the day he shall communicate the same to the Member.
- Settlement: All payment for securities bought / margins payable shall be made out by way of Cheque/DD in favour of “Tata Securities Ltd.” At the time of settlement of dues of the client, the Member shall draw an account pay cheque In favour of the Client which may be payable to a specified bank account of the Client
- In case of delay of payment by the client to the Member on its due date, the Member in respect of such delayed payment will be entitled to recover late payment charges. The late delayed payment shall include amounts payable by the client to the Member in respect of daily margin and mark to market and other related margins and pay-in obligations. Late payment charges will be levied at 2% per month or a part of month on delayed payment for the delayed period or such other percentage as decided by the member.
- Depending on the type of trade, whether spot, hand delivery, through clearing house or special delivery the settlement of the trade viz. the delivery of securities sold / payment for the securities purchased, shall be effected in accordance with the Rules, Regulations and Bye-Laws of the Exchange(s) where the trade has been executed.
- The client hereby agrees to ensure that before selling any shares, he has the same In hand. Any loss arising of auction / closeout on account of shares not cleared in Member’s account will be borne by the client. The client also agrees to bear any loss arising out of auctions due to incomplete instructions, illegible Instructions, unclear instructions and instructions not received on time.
- The client hereby authorizes the Member to transfer shares lying in the Member's pool account for pay-in purposes for shares purchased by the client in previous settlements. In case the client does not want the Member to transfer these shares towards inter settlement from the Member's pool account for payin purposes, he shall inform the Member in writing 48 hours before payin date. In case the Member does not receive the same in writing or for a wrong settlement, the Member shall not be responsible for loss, if any.
- The Member will not be liable to the client for loss arising due to fire, theft or loss due to human error in case of dematerialized shares, or any other unforeseen circumstances if the shares are in the custody of the Member beyond the stipulated time. In case of dematerialized shares, the Member will be entitled to recover the custody charges and inter settlement charges in case of subsequent sales as mentioned above from the client, if the deliveries are not transferred out of the Member’s depository account within the stipulated time. The Member will not be responsible in case pay-in is not done in the proper settlement.
- The Member will not be liable for losses accruing to the Clients caused directly or indirectly by government restriction, Exchange or market rulings, fires, acts of God, commotion, insurrection, breakdown, acts or regulations of any governmental or supernational bodies or authorities, embargo, industrial disputes, suspension of trading, computer, communication, telephone or system failure, war, earthquakes, flood, accident, power failure, equipment or software malfunction, strikes or any other conditions.
- It is hereby specifically agreed by and between the Member and the client that the liability/responsibility for the payment of stamp duty (whether under relevant State Act or under Indian Stamp Act or under any other law for the time being in force) and/or other statutory levies on the contract notes and / or on the trades done by the Member for and on behalf of the client shall be solely and fully of the client only. However, It is agreed that only for administrative convenience the Member may collect the same from the client and deposit the same with the concerned stamp duty authority and/or to other respective authorities acting as only as pure agent of the client with out incurring/assuming any liability on it’s (i.e. Member’s) part.
- The member will be entitled to collect/recover any fine/penalties/charges or any other amount levied on the member by Exchange/SEBI/any other authority due to any transaction / trade / act/omission (including non furnishing of the required detail of/by the client) from the client.
- The Client individually and jointly (with family / group), shall indemnify and shall always keep indemnified the Member harmless from and against all claims, demands, actions, proceedings, loss, damages, liabilities, charges and / or expenses that are occasioned or may be occasioned to the Member directly or Indirectly, owing to bad delivery (as defined by the Exchange Rules/Regulations/Bye-Laws) of shares / securities and / or as a result of fake / forged / stolen shares / securities / transfer documents that are introduced or that may be introduced by or through the Client during the course of its dealings / operations on the Stock Exchange(s). The client hereby agrees to indemnify the Member against all claims including legal costs incurred to defend any claims made by the client.
- The client hereby authorizes the Member to maintain his account on running basis. The client also authorizes the Member to hold his credit in anticipation of future debits.
- The client hereby unconditionally, absolutely and irrevocably undertakes to pay immediately any amount due and payable under this agreement on being called to do so without any demur merely on a demand in writing from Member stating that the amount claimed is due pursuant to this agreement and any such demand made on the client shall be conclusive as regards the amount due and payable by the client under this agreement.
- Further it is explicitly agreed that the Member will adjust and set off the amounts and securities payable to the client / family/ group in respect of transactions done by the client / family / group on the cash segment of the Exchanges, against the amounts receivable from the client / family / group in respect of the transactions entered into, by the client / family / group, on the cash segment of the Exchange. The client authorizes the Member to pass appropriate journal entries for the same.
- The client hereby authorizes the Member to appropriate credits lying in his / group / family accounts on the Cash segments of the Exchange against debits in his / group / family accounts on the derivative segment of the Exchange and vice versa through issue of cheques or passing appropriate journal entries for the same.
- The client hereby agrees that he shall not deposit post dated cheques, excess payment cheques, if any, received from the Member for any reason whatsoever and bring it to the notice of the Member. The client also agrees that he will not initiate legal proceedings against the Member in such cases.
- The client authorises to debit his account for the various charges due to the Depository section of the Member for the depository services which he is availing.
- INTERNET TRADING
The Trading Member offers and/or proposes to offer the ITORS Service to its clients; and the Client desires to avail of the Trading Member’s ITORS Service for purchasing, selling or otherwise dealing in securities.
IT IS HEREBY AGREED BETWEEN THE TRADING MEMBER AND CLIENT as follows:
- In this Agreement (including the Recitals above), unless the context otherwise requires the following words shall have the following meanings:-
- “the Exchange” means the Bombay Stock Exchange Ltd and includes a segment of the Exchange.
- “Exchange Provisions” means the Rules, Bye-laws, Regulations, Business Requirement, Specifications, handbooks, notices, circulars and resolutions of the Exchange or any segment of the Exchange in force from time to time and includes the Minimum Requirements Handbook for ITORS prescribed by the Exchange, as amended from time to time.
- “ITORS” means Internet based Trading through Order Routing System, being a system approved by the Exchange for enabling clients to route their orders to their Trading Member/s over the internet.
- “ITORS Account Application” means the application submitted by the Client to the Trading Member to permit the Client to avail of the Trading Member’s ITORS Service.
- “ITORS Service” or “Service” means the service offered by the Trading Member to its clients through ITORS whereunder the clients can route their orders for purchase, sale and other dealings in securities through the Trading Member’s ITORS System.
- “Trading Member’s ITORS System” or “Trading Member’s ITORS WebSite” means the web site hosted by the Trading Member on the internet through which the Trading Member offers the ITORS Service and includes the hardware and software used for hosting and supporting the WebSite.
- “Password” means an alphanumeric code used by the Client to validate his/her username and access the Service.
- “SEBI” means the Securities & Exchange Board of India.
- “Username” means an alphanumeric login identification used by the Client for accessing the Service.
- In this Agreement, headings are used for convenience and ease of reference only and shall not affect the construction or interpretation of any provision of this Agreement.
- In this Agreement, unless the context otherwise requires, reference to the singular includes a reference to the plural and vice-versa, and reference to any gender includes a reference to all other genders.
- In this Agreement, unless the context otherwise requires, references to Recitals and Clauses shall be deemed to be a reference to the recitals and clauses of this Agreement.
- References to any enactment are to be construed as referring also to any amendment or re-enactment thereof and to any rule, bye-law, regulation, business requirement, specification, order or other provision made under it.
- AGREEMENT TO PROVIDE AND AVAIL OF THE ITORS SERVICE The Trading Member agrees to provide the Trading Member’s ITORS Service to the Client, and the Client agrees to avail of the Trading Member’s ITORS Service, on and subject to the terms and conditions of this Agreement, the Exchange Provisions and the terms of the Trading Member’s ITORS Web Site.
- USER NAME AND PASSWORD
- The Client will be entitled to a username and password, which will enable him to access the Trading Member’s ITORS System for availing of the Service.
- The Client is aware that the Trading Member’s ITORS System itself generates the initial password and that the Trading Member is aware of the same. The Client agrees and undertakes to immediately change his initial password upon receipt thereof. The Client is aware that subsequent passwords are not known or available to the Trading Member.
- The Client shall be responsible for keeping the Username and Password confidential and secure and shall be solely responsible for all orders entered and transactions done by any person whosoever through the Trading Member’s ITORS System using the Client’s Username and/or Password whether or not such person was authorised to do so.
- The Client shall immediately inform the Trading Member of any unauthorised use of the Client’s Username or Password with full details of such unauthorised use including the date of such unauthorised use, the manner in which it was unauthorisedly used, the transactions effected pursuant to such unauthorised use, etc.
- The Client acknowledges that he is fully aware of and understands the risks associated with availing of a service for routing orders over the internet including the risk of misuse and unauthorised use of his Username and/or Password by a third party and the risk of a person hacking into the Client’s account on the Trading Member’s ITORS System and unauthorisedly routing orders on behalf of the Client through the System. The Client agrees that he shall be fully liable and responsible for any and all unauthorised use and misuse of his Password and/or Username and also for any and all acts done by any person through the Trading Member’s ITORS System on the Client’s Username in any manner whatsoever
- The Client shall log off from the ITORS Service at any time the Client is not accessing or using the Service and any liability incurred to the Client as a consequence of the Client not logging off the Service shall borne solely by the Client.
- Without prejudice to the provisions of Clause 83.5, the Client shall immediately notify the Trading Member in writing with full details if :
- he discovers or suspects unauthorised access through his Username, Password or account,
- he notices discrepancies that might be attributable to unauthorized access,
- he forgets his password or
- he discovers a security flaw in the Trading Member’s ITORS System.
- In any of the above events specified in Clause 83.7, the Client shall immediately change his Password. However, if the Client is unable to change his Password by reason of his having forgotten his Password or his Password having been unauthorizedly changed by some other person or for any other reason then the Client shall immediately request the Trading Member in writing to discontinue his old Password; and thereupon the Trading Member shall cause the Trading Member’s ITORS System to discontinue the use of the Client’s old Password and the Trading Member's ITORS System shall generate a new Password for the Client which shall be communicated to the Client. At no point in time shall the Trading Member be liable for any loss, whether notional or actual, that may be suffered by the Client on account of the misuse of the Password.
- TRANSACTIONS AND SETTLEMENTS
- All orders for purchase, sale or other dealings in securities and other instructions routed through the Trading Member’s ITORS System via the Client’s Username shall be deemed to have been given by the Client.
- The orders and instructions and all contracts and transactions entered into pursuant thereto and the settlement thereof will be in accordance with the Exchange Provisions.
- The Trading Member may from time to time impose and vary limits on the orders which the Client can place through the Trading Member’s ITORS System (including exposure limits, turnover limits, limits as to the number, value and/or kind of securities in respect of which orders can be placed, the companies in respect of whose securities orders can be placed, etc.). The Client is aware and agrees that the Trading Member may need to vary or reduce the limits or impose new limits urgently on the basis of the Trading Member’s risk perception and other factors considered relevant by the Trading Member, and the Trading Member may be unable to inform the Client of such variation, reduction or imposition in advance. The Client agrees that the Trading Member shall not be responsible for such variation, reduction or imposition or the Client’s inability to route any order through the Trading Member’s ITORS System on account of any such variation, reduction or imposition of limits. The Client understands and agrees that the Trading Member may at any time, at its sole discretion and without prior notice, prohibit or restrict the Client’s ability to place orders or trade in securities through the Trading Member.
- Though orders will generally be routed to the Exchange’s computer systems within a few seconds from the time the order is placed by the Client on the Trading Member’s ITORS System, the Trading Member shall not be liable for any delay in the execution of any order or for any resultant loss on account of the delay.
- The Client agrees that the Trading Member may, at its sole discretion, subject any order placed by a Client to manual review and entry, which may cause delays in the processing of the Client’s order or may result in rejection of such order.
- In case of a market order, the Client agrees that he will receive the price at which his order is executed by the exchange’s computer system; and such price may be different from the price at which the security is trading when his order is entered into the Trading Member’s ITORS System.
- MARGIN The Client agrees and undertakes to immediately deposit with the Trading Member such cash, securities or other acceptable security, which the Trading Member may require as margin. The Client agrees that the Trading Member shall be entitled to require the Client to deposit with the Trading Member a higher margin than that prescribed by the Exchange. The Trading Member shall also be entitled to require the Client to keep permanently with the Trading Member a margin of a value specified by the Trading Member so long as the Client desires to avail of the Trading Member’s ITORS Service.
- CANCELLATION REQUESTS
- When the Client places a request to cancel an order, the cancellation of that order is not guaranteed. The order will only be cancelled if the Client’s request for cancellation is received and the order is successfully cancelled before it is executed.
- The Client shall not be entitled to presume an order as having been executed or canceled until a confirmation from the Trading Member is received by the Client.
- The Exchange may anull a trade suo-moto without giving a reason therefor. In the event of such anullment, the Trading Member shall be entitled to cancel the relative contract(s) with the Client.
- BROKERAGE, COMMISSIONS AND FEES
- The Client agrees to pay the Trading Member brokerage, commission, fees, service tax and other taxes and transaction expenses as they exist from time to time and as they apply to the Client’s account and transactions, and the services that he receives from the Trading Member.
- A schedule of brokerage, fees and commissions, applicable service and other taxes and other transaction expenses shall be provided by the Trading Member to the Client from time to time upon request by the Client.
- CONFIRMATIONS Online confirmation will be available to the Client upon execution or cancellation of an order placed by him through the Trading Member’s ITORS System. This shall be followed by a confirmation, which may be sent by postal mail, electronic mail or other electronic means. It is the responsibility of the Client to review upon first receipt, whether delivered to him online, by postal mail, by electronic mail, or other electronic means, all confirmations of transactions or cancellations.
- INVESTMENT ADVICE
- The Client acknowledges that the Trading Member shall not be liable to provide him with any legal, tax, investment or accounting advice or advice regarding the suitability or profitability of a security or investment.
- The Client also acknowledges that the Trading Member’s employees are not authorized to give any such advice and that the Client will not solicit or rely upon any such advice from the Trading Member or any of its employees.
- The Client agrees that in the event of the Trading Member or any employee or official of the Trading Member providing any information, recommendation or advice to the Client, the Client may act upon the same at the sole risk and cost of the Client, and the Trading Member shall not be liable or responsible for the same.
- The Client assumes full responsibility with respect to his investment decisions and transactions.
- The Trading Member, its officers, directors, partners, employees, agents and affiliates will have no liability with respect to any investment decisions or transactions of the Client.
- SUPPLEMENTAL TO MAIN TRADING MEMBER – CLIENT AGREEMENT The provisions of the clauses from 80 to 101 is supplemental to, and does not supersede, the Main Trading Member-Client Agreement. Save and except as modified expressly or by implication by this Agreement the Exchange Provisions or the terms of the Trading Member’s ITORS WebSite, the provisions of the Main Trading Member-Client Agreement shall apply mutatis mutandis to the extent applicable to dealings between the Trading Member and the Client pursuant to or otherwise relating to the Trading Member’s ITORS Service.
- REPRESENTATIONS AND WARRANTIES OF CLIENT The Client represents and warrants to the Trading Member that:
- All the information provided and statements made in the Client’s ITORS Account Application are true and correct and are not misleading (whether by reason of omission to state a material fact or otherwise) and the Client is aware that the Trading Member has agreed to provide the Trading Member’s ITORS Service to the Client on the basis, inter alia, of the statements made in the Client’s ITORS Account Application.
- The Client is aware and acknowledges that trading over the internet involves many uncertain factors and complex hardware, software, systems, communication lines, peripherals, etc. which are susceptible to interruptions and dislocations; and the Trading Member’s ITORS Service may at any time be unavailable without further notice. The Trading Member and the Exchange do not make any representation or warranty that the Trading Member’s ITORS Service will be available to the Client at all times without any interruption. The Client agrees that he shall not have any claim against the Exchange or the Trading Member on account of any suspension, interruption, non-availability or malfunctioning of the Trading Member’s ITORS System or Service or the Exchange’s service or systems for any reason whatsoever.
- The Client has the required legal capacity to, and is authorised to, enter into this Agreement and is capable of performing his obligations and undertakings hereunder.
- All actions required to be taken to ensure compliance of all the transactions, which the Client may enter into pursuant to this Agreement with all applicable laws, shall be completed by the Client prior to such transaction being entered into.
- The Client shall abide by the Exchange Provisions and the terms of the Trading Member’s ITORS WebSite in force from time to time.
- Any instructions given by an authorised representative of the Client to the Trading Member (or to the Trading Member’s representative) shall be binding on the Client.
- REPRESENTATIONS AND WARRANTIES OF THE TRADING MEMBER:
The Trading Member represents and warrants to the Client that :-
The Trading Member’s ITORS System has been approved by the Exchange. Where the ITORS system has not been approved by the Exchange, the Trading Member has applied/ proposes to apply to the Exchange to approve the said ITORS System and the Trading Member will commence the Trading Member’s ITORS Service only after the Exchange has approved the Trading Member’s ITORS System.
- MARKET DATA
- The Client understands that the Exchange asserts a proprietary interest in all of the market data it furnishes, directly or through the Trading Member or otherwise. The Client understands that the Exchange does not guarantee the timeliness, sequence, accuracy or completeness of market data or any other market information, or any messages disseminated by it. Neither the Trading Member nor the Exchange shall be liable in any way for incorrect, misleading, incomplete or dated data or information and, if the Client acts on the basis of the same, he shall do so at his own risk and cost.
- The Client shall not furnish market information provided by the Exchange to any other person or entity for consideration or otherwise and in the event the Client uses such information he shall do so at his own risk and cost.
Any notice or other communication to be given by any party to the other in connection with this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent by facsimile transmission or by prepaid registered post or by e-mail to the addressee at the address or (as the case may be), the e-mail or facsimile number (if any), of that party set opposite its name below:
To the Trading Member at:
Tata Securities Ltd. I-Think Techno Campus Building A, 3rd Floor , Off Pokharan Road 2, Thane (West),
Thane - 400607
To the Client at the address, fax, or E-mail address stated in the account opening form or at such other address, facsimile number or e-mail address as the party to be served may have notified the other in accordance with the provisions of this Clause.
Notwithstanding anything stated above, communication relating to orders, margins, maintenance calls and other similar matters in the ordinary course of dealings between the Trading Member and the Client may be communicated orally.
- EXTRAORDINARY EVENTS The Trading Member and/or its agents will not be liable for losses caused directly or indirectly by government restriction, Exchange or market rulings, suspension of trading, computer, communication, telephone or system failure, war, earthquakes, flood, accident, power failure, equipment or software malfunction, strikes or any other conditions beyond the Trading Member's control.
- AMENDMENT TO AGREEMENT The Client understands and agrees that the Trading Member may discontinue his ITORS Service in part or in its entirety and change the terms of the Service (including the terms on the Trading Member’s ITORS WebSite) at any time and from time to time, without prior notice.
- TERMINATION OF AGREEMENT:
- The Client agrees that the Trading Member may at any time terminate this Agreement. The Client is aware and accepts that in view of the nature of the transactions and dealings involved in providing the Service it may not be possible for the Trading Member to give advance notice of such termination or suspension to the Client.
- The Client may at any time terminate this Agreement by not less than thirty days notice to the Trading Member, provided that unless the Trading Member otherwise permits, the Client shall not be entitled to terminate this Agreement so long as any amount is payable or securities are deliverable by the Client to the Trading Member.
- The termination of this Agreement shall not affect any rights or obligations of either party which have accrued prior to the termination or which may arise out of or in connection with acts done or omitted prior to the termination.
- The provisions of Clauses 94, 100 and 101 of this Agreement shall survive the termination of this Agreement.
- SEVERABILITY In the event of any provisions of this Agreement being held to be or becoming invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from the said provision which will be deemed deleted. The parties shall however attempt to replace the deleted provision with a legally valid provision that reflects the same purpose as the deleted provision to the greatest extent possible.
- WAIVER No forbearance, relaxation or inaction by any party at any time to require the performance of any provision of this Agreement shall in any way affect, diminish, or prejudice the right of such party to require the performance of that or any other provision of this Agreement or be considered to be a waiver of any right, unless specifically agreed in writing.
- LAW AND JURISDICTION
- This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of India and, subject to the provisions of Clause 101, the courts at Mumbai, India shall have jurisdiction over this Agreement and the arbitration proceedings in relation to the Agreement.
- This Agreement and all contracts and transactions between the Trading Member and the Client pursuant hereto shall be subject to the Exchange Provisions, the Rules, Bye-Laws, Regulations, and other provisions of its clearing house, if any, the provisions of the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act of 1956 and the rules and regulations made thereunder and as amended from time to time.
- DISPUTE RESOLUTION Any claim, dispute or difference arising between the Parties hereto in respect of this Agreement or any contracts, dealings or transactions pursuant hereto or any rights, obligations, terms or conditions as contained in this Agreement or the interpretation or construction of this Agreement shall be subject to the grievance redressal procedure of the Exchange and shall be subject to the arbitration procedure as prescribed by the Exchange Provisions.
Note: All references to the specific quantity/rate/fee mentioned in this agreement are subject to change from time to time, as so agreed to in writing between the parties.