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INVESTMENT ADVISORY SERVICES AGREEMENT

In this Agreement, unless the context otherwise requires, the Client and the Investment Adviser shall each be individually referred to as a “Party” and shall be collectively referred to as the “Parties”.

WHEREAS:

  • The Client seeks to appoint advisor(s) to provide certain investment advisory and other related services in relation to the model portfolios of securities and has requested the Investment Adviser to render investment advisory services to it at his/her/ its risk.
  • The Investment Adviser has agreed to be appointed as the Investment Adviser to the Client in accordance with the terms of this Agreement and SEBI (Investment Advisers) Regulations, 2013 as amended from time to time (“IA Regulations”) to provide with investment advisory services on a non-binding, non-exclusive, and discretionary basis.

1. SCOPE OF SERVICES

  • 1.1 The Client hereby engages the services of the Investment Adviser and the Investment Adviser hereby agrees, as an independent contractor and on a principal to principal basis, to provide the model portfolio services.
  • 1.2 The services rendered by the Investment Adviser shall take into account the risk capacity and risk aversion determined through a proper risk profiling process and accepted by the Client.
  • 1.3 Notwithstanding anything herein contained to the contrary, the Parties hereby agree that the services to be rendered by the Investment Adviser to the Client are merely recommendatory, non-binding in nature.
  • 1.4 The Parties acknowledge that the Investment Adviser will not assume any management responsibilities in connection with the services. Further, the Investment Adviser will not be responsible for the use or implementation of the output of the services provided pursuant to this Agreement.
  • 1.5 The Investment Adviser shall use its best judgment and efforts in rendering advice to the Client under this Agreement and in the performance of all its powers and duties under this Agreement.
  • 1.6 It is hereby expressly understood and confirmed by the Client and the Investment Adviser that notwithstanding any other provision of this Agreement, neither the Investment Adviser nor any of its directors or employees shall have the power or authority whatsoever to:
    • 1.6.1 Bind or commit the Client in relation to any contract or any trade or other preliminary or ancillary agreement relating thereto.
    • 1.6.2 Represent the Client in any way, including without limitation, in any negotiations relating to the purchase, acquisition, sale or transfer of any investments.
    • 1.6.3 Buy or sell any securities on behalf of the Client.
  • 1.7 The services to be provided by the Investment Adviser shall be subject to the activities permitted under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. The Investment Adviser shall act in a fiduciary capacity towards the Client at all times.

2. FUNCTIONS AND DUTIES OF THE INVESTMENT ADVISER

  • 2.1 The Investment Adviser, in relation to providing services to the Client, undertakes to always abide by the IA Regulations (including compliance requirements under the IA Regulations) and rules, circulars and notifications issued there under from time to time.
  • 2.2 The Investment Adviser undertakes to always abide by the eligibility criteria as under the IA Regulations.
  • 2.3 The Investment Adviser shall provide a risk assessment procedure to client including determination of risk capacity and risk aversion levels.
  • 2.4 The Investment Adviser shall provide reports in relation to potential and current investments.
  • 2.5 The Investment Adviser shall, in relation to each Client maintain, know your client, advice, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, rationale of advice, related books of accounts and a register containing list of clients along with dated investment advice in compliance with the IA Regulations.
  • 2.6 The Investment Adviser shall conduct compliance audits with respect to itself to ensure that it is in compliance with the IA Regulations in a form and manner as may be prescribed under the IA Regulations from time to time.
  • 2.7 The Investment Adviser shall ensure there is adequate compliance and monitoring processes in place for the purposes of client segregation in a form and manner as may prescribed under the IA Regulations from to time.
  • 2.8 The Investor Advisor undertakes to abide by the code of conduct as specified under the IA Regulations and such shall be deemed to incorporated within this Agreement by reference.

3. ADVISORY FEE

  • 3.1 The Client shall pay the Investment Adviser by way of remuneration for its services such fees as specified at the beginning of the agreement in accordance with the IA Regulations and relevant circulars issued there under.
  • 3.2 In case, the Investment adviser is charging the fee on a percentage of AUA basis, the Investment Adviser shall refer the Client’s monthly holding statement as referred to in point 3.3 below for the calculation of the fee.
  • 3.3 In case, the Investment Adviser is charging on a percentage of AUA basis, the Client shall bring to the notice of the Investment Adviser any discrepancy in the monthly holding statement shared by the Investment Adviser within 7 days from the date of the statement, failing which it shall be presumed that the Client has confirmed its completeness and correctness. The Client agrees to provide the Investment Adviser with necessary supporting documents related to the AUA, as and when required.
  • 3.4 The client shall pay the fee within 7 days from receiving the invoice from the Investment Adviser on the registered email id.
  • 3.5 The Investment Adviser shall send a receipt evidencing payment of Advisory Fees by the Client to the Client’s registered email address.
  • 3.6 The Advisory Fee shall be paid by the Client to the Investment Adviser by depositing the same in the bank account of the Investment Adviser as may be notified by the Investment Adviser. The Advisory Fee shall not be accepted in cash by the Investment Adviser.
  • 3.7 The Investment Adviser confirms that the fees shall at all times be calculated and charged in accordance with IA Regulations and circulars issued thereunder.
  • 3.8 The Client shall be additionally charged all taxes as may be applicable or as may be levied in relation to the consideration payable to the Investment Adviser. It is hereby clarified that the Investment Adviser shall be responsible for payment of income tax and similar levies payable by it.
  • 3.9 A sample illustration for calculation of fee is given below

    Formula for the calculating the fee on percentage of AUA basis has been explained below:
    (Average daily AuA in the month) * (Number of invested days in the month/360) * Subscription fee (in %)
    Sample calculation: 100,000 (Avg. daily AuA) * (30/360) *.02 (subscription fee as %) = INR 166.67
    Fixed fee will be charged as a fixed amount during the subscription at the beginning of the subscription

  • 3.10 Below are the SEBI guidelines for advisory fees as specified in the SEBI circular dated 23rd Sep 2020.

    Fees Regulation 15 A of the amended IA Regulations provide that Investment Advisers shall be entitled to charge fees from a client in the manner as specified by SEBI, accordingly Investment Advisers shall charge fees from the clients in either of the two modes:
    (A) Assets under Advice (AUA) mode
    a. The maximum fees that may be charged under this mode shall not exceed 2.5 percent of AUA per annum per client across all services offered by IA.
    b. IA shall be required to demonstrate AUA with supporting documents like demat statements, unit statements etc. of the client.
    c. Any portion of AUA held by the client under any pre-existing distribution arrangement with any entity shall be deducted from AUA for the purpose of charging fee by the IA.

    (B) Fixed fee mode
    The maximum fees that may be charged under this mode shall not exceed INR 1,25,000 per annum per client across all services offered by IA.
    General conditions under both modes
    a. IA shall charge fees from a client under any one mode i.e. (A) or (B) on an annual basis. The change of mode shall be effected only after 12 months of on boarding/last change of mode.
    b. If agreed by the client, IA may charge fees in advance. However, such advance shall not exceed fees for 2 quarters.
    c. In the event of pre-mature termination of the IA services in terms of agreement, the client shall be refunded the fees for unexpired period. However, IA may retain a maximum breakage fee of not greater than one quarter fee.

4. INVESTMENT OBJECTIVES AND GUIDELINES AND RISK FACTORS

  • 4.1 Type of securities – model portfolio services provided by the investment adviser under this agreement would be based on stocks and ETFs listed on the Indian Stock Exchanges.
  • 4.2 Strategy - recommendation follows a model portfolio approach where the portfolio composition is reviewed at a fixed frequency based on various quantitative, technical or fundamental factors to determine the portfolio composition for the next period.
  • 4.3 Tax Aspects – equity component of the portfolio would be subjected to short term/long term capital gains tax depending on the holding period of the security. If the holding period is less than one year, a 15% short term capital gains tax would be applicable. If the holdings period is more than one year, a 10% long term capital gains tax would be applicable on portfolio gains. These rates can be revised on a time to time basis by the government of India. Tax liability on the ETF component of the portfolio, if any, would depend on the underlying asset class of the ETF. When in doubt, client shall reach out to the Investment Advisor on the mentioned email id for a detailed evaluation based on the trades placed by the client.

5. REPRESENTATIONS AND WARRANTIES BY THE PARTIES

The Parties hereto represent, warrant, and covenant to each other that:

  • 5.1 Each of the Parties are duly formed and validly existing under the respective laws that they are subject to with full power and authority to conduct the business as contemplated in this Agreement.
  • 5.2 Each Party has full power, capacity and authority to execute, deliver and perform this Agreement and has taken all necessary action (corporate, statutory or otherwise) to authorize the execution, delivery and performance of this Agreement.
  • 5.3 This Agreement and each other agreement executed in connection herewith, if any, have been duly executed and delivered by each Party and constitute legal, valid and binding obligations of such Party, enforceable against the other Party in accordance with the terms.
  • 5.4 Each Party has obtained and complied with all clearances, permissions, approvals, conditions and notices, that are or have been required, for the due execution and delivery of, and performance under this Agreement.
  • 5.5 Client Undertaking.

    The Client understands and consents that it/he/she:

    • 5.5.1 have read and understood the terms and conditions of investment advisory services provided by the Investment Adviser and also understood the fee structure and mechanism for charging and payment of fees as under this Agreement.
    • 5.5.2 wants to avail the investment advisory services only for himself / herself and not for any other person.
    • 5.5.3 have, based on its written request to the Investment Adviser, been provided the opportunity by the Investment Adviser to ask questions and interact with ‘person(s) associated with the investment advice.
    • 5.5.4 has read the terms and conditions of Investment Advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee. Further, the Investment Adviser based on the Client’s request in writing provided the Client an opportunity to ask questions and interact with person(s) associated with the investment advice.
    • 5.5.5 shall furnish any and all information as reasonably requested by the Investment Adviser for the purpose of risk profiling process. The risk profile as created by the Investment Adviser shall be final and binding on the Client and the Client consents to the Investment Adviser utilizing such information for the purpose of rendering investment advice services to the Client.
  • 5.6 Representations by the Investment Adviser
    • 5.6.1 The Investment Adviser shall ensure that it has appointed personnel of appropriate qualifications and experience to perform the services in order to fulfil its obligations under this Agreement.
    • 5.6.2 Investment Adviser shall neither render any investment advice nor charge any fee until the Client has signed this Agreement.
    • 5.6.3 The Investment Adviser represents and warrants that it shall only recommend direct implementation of advice i.e. through direct schemes/direct codes where no consideration (including any embedded/indirect/in kind commission or referral fees by any name) is received directly or indirectly by the Investment Adviser or his /her family.
    • 5.6.4 Investment Adviser shall not manage funds and securities on behalf of the client and that it shall only receive such sums of monies from the client as are necessary to discharge the client’s liability towards fees owed to the Investment Adviser.
    • 5.6.5 Investment Adviser shall not, in the course of performing its services to the Client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the Client that the investment advice is risk free and/or not susceptible to market risks and or that it can generate returns with any level of assurance.
    • 5.6.6 The Investment Adviser represents and warrants that it is carrying on its activities on an arms-length relationship between its activities as an Investment Adviser and other activities and such arm’s length relationship shall be maintained while the existence of this Agreement.
    • 5.6.7 The Investment Adviser represents and warrant that it is carrying on its activities independently, at an arms-length basis with its related parties. Disclosure of conflicts of interests, if any, shall be made by the Investment Adviser to the Client in a prompt manner.
    • 5.6.8 The Investment Adviser represents and warrants that all appropriate registrations permissions and approvals which are statutorily required, have been validly maintained and shall continue to be in force as required for the performance of the Investment Adviser’s obligations under this Agreement.
    • 5.6.9 The Investment Adviser shall not derive any direct or indirect benefit out the Client’s securities and/or investment products.
    • 5.6.10 The Investment Adviser shall ensure that it will take all consents and permissions from the Client prior to undertaking any actions, including but not limited to implementation services in relation to the securities or investment products advised by the Investment Adviser, in a form and manner as under the IA Regulations.
    • 5.6.11 The Investment Adviser represents and warrants that it shall not provide any distribution services to the Client.
    • 5.6.12 The Investment Adviser represents and warrants that its family/group companies shall not provide distribution services to the Client advised by the Investment Adviser, for securities and investment products.
    • 5.6.13 The Investment Adviser represents and warrants that its family/ group shall not provide investment advisory services to the Client who receives distribution services from the other family members of the Investment Adviser.
    • 5.6.14 The Investment Adviser represents and warrants that it shall not provide investment advisory services, for securities and investment products, to a Client who is receiving distribution services from its family members/ group.
    • 5.6.15 The investment adviser represents and warrants that it shall maintain client records and data as mandated under the securities and exchange board of India (Investment Adviser) Regulations 2013.

    • For the purposes of this Agreement, “family members and group” shall have the meaning ascribed to it under the IA Regulations.

6. NO RIGHT TO SEEK POWER OF ATTORNEY

The Investment Adviser hereby declares and confirms that it shall not seek any power of attorney or authorizations from the Client for implementation of investment advice.

7. SERVICES NOT EXCLUSIVE

The services of the Investment Advisor are not exclusive to the Client. The Investment Advisor and any shareholder, employee, director or agent of the Investment Advisor may render similar services to others and engage in additional activities, without any intimation to, or consent of the Client. Provided however that the Investment Advisor as well as any of its directors, employees of associate concerns shall avoid any conflict of interest in relation to the advisory services provided.

In the event that such a conflict of interest does arise, the Investment Adviser shall declare such conflict and, if reasonably possible, ensure that fair treatment on an arm’s length basis as reasonably determined by the Investment Adviser in its sole discretion shall be accorded to the Client. For the avoidance of doubt, the Investment Advisor may, from time to time have business relationships with companies or corporations in relation to which advisory services have been provided to the Client.

8. DURATION AND TERMINATION

  • 8.1 The Agreement shall remain in force for the period mentioned at the beginning of this agreement.
  • 8.2 If the client is on an auto-renew plan, the agreement will remain in force until the subscription is canceled by the client or advisor in accordance with this agreement.
  • 8.3 This Agreement may be terminated by mutual agreement of the Client and the Investment Adviser by giving a 30 days prior written notice.
  • 8.4 The Agreement may be immediately terminated by the Investment Adviser: (i) if the Client breaches any material term of this Agreement; or (ii)if the Client is admitted into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation) or commits any act of bankruptcy or if a receiver is appointed in respect of any assets of the Client.
  • 8.5 If the Investment Adviser ceases to hold statutory licenses and/or registrations required to provide services as contemplated under this Agreement then the Client shall have the ability to terminate this Agreement without any further consequences.
  • 8.6 If the Government or any regulatory body has taken any action on the Investment Adviser then the Client shall have the right to immediately terminate this Agreement.
  • 8.7 The agreement will be terminated automatically upon the death of the Client.
  • 8.8 Upon the termination of the Agreement due to reasons under Clause 8.3, 8.4, 8.5,8.6 and 8.7, the Investment Adviser shall refund any balance of the advisory fees for which services have not been provided within 30 business days from the date of termination of this agreement.
  • 8.9 Any Advisory Fees that have accrued in the manner set out in this Agreement up to the date of the termination shall be paid by the Client to the Investment Adviser within Thirty (30) business days from the date of termination of this Agreement.

9. LIMITATION OF LIABILITY OF THE INVESTMENT ADVISER

  • 9.1 The Investment Adviser shall not be liable towards the Client by reason of any loss, which a Client may suffer by reason of any depletion in the value of the investment and/or ‘assets under advice’, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions.

For the purposes of this Agreement, “Assets Under Advice” shall have the meaning ascribed to under the IA Regulations.

10. NOTICE

  • 10.1 Any notice, instruction, recommendation or other communication to be given hereunder shall be in writing and delivered by e-mail addressed to the Party for which it is intended A communication sent by e-mail shall be deemed to have been received at the close of business on the day on which it is sent In providing service by e-mail, it shall be sufficient to show that the email was properly addressed to the intended recipient.
  • 10.2 Whenever, pursuant to any provision of this Agreement, any notice, instruction, recommendation or other communication is given to either Party, the Client or the Investment Adviser (as the case may be) may accept as sufficient evidence thereof a document signed or purporting to be signed by such person or persons as shall be authorised from time to time in that behalf by the Client or the Investment Adviser (as the case may be).
  • 10.3 Whenever, pursuant to any provision of this Agreement, any notice, instruction, recommendation or other communication is given to either Party, the Client or the Investment Adviser (as the case may be) may accept as sufficient evidence thereof a document signed or purporting to be signed by such person or persons as shall be authorised from time to time in that behalf by the Client or the Investment Adviser (as the case may be).

    • 11. ASSIGNMENT

    This Agreement may not be assigned by either Party without the written consent of the other Party.

    12. WHOLE AGREEMENT

    This Agreement together with any document annexed hereto or referred to herein constitutes the entire Agreement between the Parties in relation to the subject matter hereof and supersedes all prior understandings, arrangements, representations, proposals or communications between the Parties whether written or oral.

    13. SEVERABILITY

    In the event that any term, condition or provision of this Agreement is held to be in a violation of any applicable law, statute or regulation the same shall be deemed to be deleted from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if such term, condition or provision had not originally been contained in this Agreement. Notwithstanding theforegoing in the event of such deletion the Parties shall negotiate in good faith in order to agree on the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.

    14. GRIEVANCE REDRESSAL AND DISPUTE RESOLUTION

    • 14.1 In the event any Client has any grievances in relation to the provision of investment advice and related services by the Investment Adviser, it shall be the responsibility of the Investment Adviser to resolve the grievances promptly but not later than a period of thirty (30) days from the date such grievance or such time period as may be prescribed by SEBI from time to time.
    • 14.2 In the event of any dispute arising between the Parties in relation to this Agreement, the Parties shall in the first instance attempt to resolve such dispute by mutual discussions. If the dispute is not resolved through mutual consultations within thirty (30) calendar days after one Party has served written notice on the other Party requesting the commencement of such discussions, either Party may in writing demand that the dispute be finally settled by the arbitration of one (1) arbitrator, who shall be appointed based on the mutual agreement of the Parties. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 and the rules thereunder, as may be amended from time to time.
    • 14.3 The language of arbitration shall be English.
    • 14.4 The arbitration award shall be final and binding upon the Parties. Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under this Agreement.
    • 14.5 The costs and expenses of the arbitration, including, the fees of the third arbitrator, shall be borne equally by each Party to the dispute or claim and each Party shall pay its own fees, disbursements and other charges of its counsel and the arbitrators nominated by it.
    • 14.6 The arbitrator would have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts. Any award made by the arbitrators shall be final and binding on each of the Parties that were parties to the dispute.

    15. FORCE MAJEURE

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

    16. MISCELLANEOUS

    • 16.1 The Investment Adviser shall not seek any power of attorney or authorizations from the Client for automatic implementation of investment advice and nothing in this Agreement shall be construed as conferring a power of attorney or such rights by the Client on the Investment Adviser.
    • 16.2 Any amendment to the terms hereof shall be effective only if agreed to in writing between the Client and the Investment Adviser.
    • 16.3 No failure on the part of any Party to exercise, and no delay in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
    • 16.4 The illegality, invalidity or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.
    • 16.5 Other than as specifically permitted under this Agreement, the Client shall not publish, disseminate or broadcast advertisements, circulars or other publicity material referring to the other Party without the prior consent of such Party, which shall not be unreasonably withheld.
    • 16.6 Nothing herein contained shall be deemed to create or constitute a partnership between the Parties hereto. This Agreement may only be varied with the written agreement of both Parties. This Agreement may be entered into in any number of counterparts, each of which when executed and delivered shall be an original.
    • 16.7 No Person who is not a party to this Agreement shall have any right to enforce the terms of this Agreement.
    • 16.8 Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof.

    17. PLACE OF ARBITRATION

    • 17.1 Place of arbitration shall be Kolkata.

    18. INDEMNITY CLAUSE

    • 18.1 The Client agrees to indemnify and hold harmless the Investment Advisor and its directors, officers, employees and duly appointed agents and representatives from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants reasonably incurred by the Investment Advisor which may be imposed on, incurred by or asserted against the Investment Advisor in connection with its obligations or duties hereunder and arising out of or in connection with the affairs of the Client.

    19. REFUND POLICY

    • 19.1 In the event of pre-mature termination of the IA services in terms of agreement, the client shall be refunded the fees for unexpired period. However, IA may retain a maximum breakage fee of not greater than one quarter fee.

    20. RISK FACTORS

    The Client hereby confirms that he/she/it is aware that the investment in Securities is subject to a very wide range of risks which include amongst others an unpredictable loss in value of the Assets or any future investments made by the Client, inter alia -

    • 20.1 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.
    • 20.2 Delays on the part of companies, corporations or other authorities in registering transfer of securities or other factors beyond the control of the Investment Advisor.
    • 20.3 Acts of force majeure.
    • 20.4 De-listing of Securities or market closure.
    • 20.5 Volatility of the stock markets, stock market scams, circular trading of securities and price rigging.
    • 20.6 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.
    • 20.7 The values of the portfolio may be affected by changes in the general market conditions and factors and forces affecting the capital markets, in particular, level of interest rates, various market related factors, trading volumes, settlement periods, transfer procedures, currency exchange rates, foreign investments, changes in government policies, taxation, political, economic and other developments, closure of stock exchanges, etc.
    • 20.8 Past performance is not an indication that returns in the future with regard to either the same investment opportunity or any other future investment opportunity with respect to which the Investment Advisor has given advice or gives advice in future, will be achieved. The Client is not being offered any assurance, insurance or guarantee that either the objective of the investment opportunity will be achieved or of any indicative returns or of protection of initial corpus or of appreciation of the Assets through this investment opportunity and the name of the investment opportunity does not, in any manner indicate its prospects or returns; and
    • 20.9 Investment opportunities using derivatives/futures and options products are affected by risks different from those associated with stocks and bonds. Such products are highly leveraged instruments and their use requires a high degree of skill, diligence and expertise. Small price movements in the underlying securities may have a large impact on the value of derivatives, futures and options. Some of the risks relate to mispricing or the improper valuation of derivatives/futures and options and the inability to correlate the positions with underlying assets, rates and indices.

    21. LIABILITY OF INVESTMENT ADVISER

    • 21.1 The Investment Advisor shall not be responsible for any breach by the Client of the applicable laws, regulations, procedures, practice and guidelines. Consequently, Dynamic shall also not be responsible for any acts or omissions of any intermediaries and shall not guarantee the performance of the responsibilities of such intermediaries.
    • 21.2 Neither Investment Advisor nor its directors or employees or agents shall be liable for any loss to the Client howsoever arising except to the extent that such loss is due to gross negligence, willful default or fraud of Investment Advisor or its directors or employees or agents. The Investment Advisor shall not be liable for any default of any counter party, bank, custodian, sub-custodian or any other person or entity that holds money, investments or other documents of title on behalf of the Client.
    • 21.3 The advice or information that is visible on Value Stocks would be prepared on the basis of information available with Investment Advisor, including data which it receives from the 3rd Parties offering the product and Value Stocks would not independently verify the said information and also based on Value Stock's understanding of assessing risk and suitability in line with your objectives, profile, and requirements as per the details / information provided by you. Upon receipt of the advice, you may decide whether to disregard it (in whole or in part) or to act upon it (in whole or in part). All investment decisions shall be made at your sole discretion. You are free to use any other platform at your free will to make investment when you have received advisory services from Value Stocks. Also, mere view of certain Stock Markets/Securities/Mutual Funds information on the App or Website does not amount to advisory. Advisory services are considered to be availed when a client pays the subscription amount / fees and avails any particular strategy (ies). While providing Advisory Services, Value Stocks has not undertaken any regulatory, legal, tax or accounting analysis relating to the suitability of the products invested by you. You should seek appropriate professional advice including tax advice before acting upon our investment advice.

    22. MAINTENANCE OF ACCOUNTS AND CONFIDENTIALITY

    • 22.1 Investment Advisor shall be responsible for maintenance of client data as mandated under the SEBI (Investment Advisers) Regulations, 2013.
    • 22.2 Investment Advisor shall not divulge any confidential information about its client, which has come to its knowledge, without taking prior permission of its client, except where such disclosures are required to be made in compliance with any law for the time being in force.
    • 22.3 The Client shall keep confidential information received from Investment Advisor pursuant to this Agreement, even after termination of this Agreement. Client agree to protect the proprietary information of Investment Advisor to which client gain access to with the same standard of care and procedures used to protect its own proprietary information of similar importance but at all times using reasonable degree of care.
    • 22.4 Client agrees not to use or disclose the information provided under the service to any third party including any discussion Forums or for any unauthorized illegal purpose or for commercial usage. Client also agree to use the information provided under the plan strictly for personal purpose. Client should not recompile, disassemble, copy, modify, distribute, transmit, display, perform, reproduce, publish or create derivative works from, transfer, or sell any information, services etc accessed here. Client agrees that any unauthorized use of Value Stocks information or systems shall be unlawful and may subject to civil or criminal penalties.

    23. DETAILS OF INVESTMENT ADVISER

    • 23.1 Name of Investment Adviser: Dynamic Equities Private Limited
    • 23.2 Type of Registration: Non - Individual
    • 23.3 Registration Number: INA300002022
    • 23.4 Validity of Registration: Perpetual
    • 23.5 Registered Address: Technopolis, 14th Floor, Plot No. BP-4, Sector V, Salt Lake, Kolkata- 700091
    • 23.6 Telephone Number:033- 40099400
    • Contact details of Principal Officer: Mr. Shailesh Saraf,
      Contact No. 033 40099400 email Id.: shailesh@valuestocks.in
    • Corresponding SEBI regional/local office address:
      The Regional Director
      L&T Chambers, 3rd Floor, 16 Camac Street Kolkata 700017, West Bengal

    24. ENGAGED IN OTHER ACTIVITIES

    • 24.1 Dynamic is also a (A) Stock Broker registered with SEBI bearing SEBI Registration Number INZ000193533, (B) Portfolio Manager registered with SEBI bearing SEBI Registration Number INP000003468, (C) Mutual Fund distributor registered with AMFI bearing ARN 12058 and (D) Depository Participant registered with the NSDL vide Registration No. IN-DP- CDSL-192-2002. It is also engaged in the business of proprietary trading and Cliental broking/execution in Stock Exchanges. However, Dynamic provides investment advisory services through a separate division namely Dynamic- Investment Advisory Division and keeps its Investment Advisory services clearly segregated from other activities.

    25. ADDITIONAL CLAUSES ON ADVISORY FEE

    • 25.1 In case, the Investment Adviser is charging on a percentage of AUA basis, the client will provide an E-Mandate / E- Nach to authorize monthly recurring payments by using his / her Netbanking or Debit card credentials. Fee to be charged shall be mentioned in the invoice which will be sent to the client to his/her registered email ID.
    • 25.2 Fee to be charged to the client shall be mentioned in the invoice which will be sent to the client to his/her registered email ID.
    • 25.3 All payments shall be made by account payee crossed cheque/ Demand Drafts or by way of direct credit to the bank accounts through NEFT, RTGS, IMPS, UPI, Credit Card, Debit Card, Net Banking, OTM, e-mandate / Bank Mandate or any other mode specified by Dynamic from time to time. The fees cannot be accepted in cash.
    • 25.4 The client shall ensure that payments for purchase of strategies shall be made through his/her/it own Bank account and incase of a joint Bank Account client shall be one of the holder of such Bank Account. All payments should be through legitimate source and should be in compliance with the policies and guidelines laid down by RBI, NPCI, SEBI, or any other regulatory body. The payment of fees shall be through such mode, as above, which shows traceability of funds. It is agreed that if any investment is made through any third party Account then the same is liable to be rejected by Dynamic.

    26. OTHERS

    • 26.1 The Investment advisor provides the advisory services through it mobile application “Value Stocks” and through the website www.valuestocks.in including any other sub-domain or platform which is owned, developed, managed or operated by Dynamic Equities Private Limited, and/or its affiliates.
    • 26.2 The Client warrants that any information which he has provided to Dynamic in relation to his status, risk profile, and any information provided to ascertain suitability, and other information such as his residence and domicile for taxation purpose, is complete and correct and agrees to provide any further information, if required by any competent authority. The Client hereby agrees and undertakes to notify Dynamic forthwith if there is any change in any such information provided.

    27. CONFLICT OF INTEREST

    • 27.1 The Client shall (promptly on gaining knowledge of the same) disclose to Investment Advisor in writing the details of the interest of the Client in any listed company or other corporate body which may enable the Client to obtain unpublished price sensitive information in respect of such company or corporate body. The Client shall keep Investment Advisor indemnified against the consequences of any non-disclosure in this respect.
    • 27.2 The Client shall (promptly on gaining knowledge of the same) inform Investment Advisor in writing the details of all shares which term, in this clause, includes any instruments carrying voting rights held by the Client in any listed company or corporate body.
    • 27.3 Compliance with the provisions of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1993 on account of any purchases of Securities by the Client shall be the responsibility of the Client and the Client shall keep Investment Advisor indemnified against the consequences of any non-compliance thereof by the Client.
    • 27.4 The Client agrees and accepts that Investment Advisor may, from time to time:
      • Advice, acquire, have and/or maintain a position in any Security similar to the Securities held, purchased or sold for the Client forming part of the advise provided to the Client.
      • Advice to purchase or sell any Security which forms part of the portfolio of Investment Advisor or its other clients or which is otherwise purchased, sold or traded in by Investment Advisor on its own account or on account of its other client(s).
      • Have a commercial or other relationship or agreement with any share and stock-brokers, banks and companies with whom or through whom transactions are carried out by the Client for purchase and sale of any of the Securities or with any issuer of Securities whose Securities are purchased and/or sold by the Client.

    28. GRIEVANCE REDRESSAL

    • 28.1 We strive to provide our users with a delightful experience. Please reach out to our team in case of any queries or feedback. Our customer support team will strive to resolve any issue on best-effort basis.
    • 28.2 If client has any grievances / complaints, he can approach us via the “Contact us” tab in the app or via www.valuestocks.in
    • 28.3 Customer may also write to the Compliance Officer at dolly@valuestocks.in
      Note: If any case needs additional time, Dynamic will inform the customer the reason for the delay and provide expected timelines for resolution of the issue.
    • 28.4 If the query is till not resolved then, he may also write to the Managing Director of the Company at his mail id - shailesh@valuestocks.in.
    • 29.5 If the Client is still not satisfied with Dynamic’s grievances redressal, he may approach SEBI at www.scores.gov.in