TERMS & CONDITIONS
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TERMS & CONDITIONS
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Agreement between Stock Broker & Client (Internet Trading ITORS-BSEL)
M/s. Fortune Financial Services (India) Ltd., a company / body corporate incorporated under the provisions of the Companies Act, 1956 having its registered office at K.K. Chambers, 2nd Floor, Sir P.T. Marg, Fort Mumbai - 400 001. India. hereinafter referred to as "the Trading Member", (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors) of the ONE PART;
AND
Mr./Ms/M/s._____________________ an individual/s sole proprietary concern/s partnership firm/a body corporate, registered/incorporated, under the provisions of the Indian Partnership Act, 1932/the Companies Act, 1956, having his/her/its residence/ registered office at ___________________________ (hereinafter called the client) which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, executors, administrators and legal representatives/the partners for the time being of the said firm, the survivor or survivors of them and their respective heirs, executors, administrators and legal representatives/its successors, as the case may be, of the Other Part;
WHEREAS:
(i) The Trading Member is a Trading Member of Bombay Stock Exchange Ltd, ("the Exchange") and is also registered with the Securities & Exchange Board of India ("SEBI") as a stock broker with SEBI Registration No. INB 011138238 /INF 011138238 CLG No. 176.
(ii) The Client is a client/constituent of the Trading Member, and the Trading Member and the Client have entered into a Trading Member-Client Agreement dated the _________ day of __________, ___________ in accordance with the model agreement prescribed by SEBI ("the Main Trading Member-Client Agreement");
(iii) 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;
(iv) The Trading Member and the Client desire to enter into this Supplemental Agreement to the Main Trading Member-Client Agreement in order to record the agreement between them relating to the Trading Member's ITORS Service to be availed of by the Client.
IT IS HEREBY AGREED BETWEEN THE TRADING MEMBER AND CLIENT as follows:
1. Definitions:
1.1 In this Agreement (including the Recitals above), unless the context otherwise requires the following words shall have the following meanings:
(i) "The Exchange" means the Bombay Stock Exchange Ltd and includes a segment of the Exchange.
(ii) "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.
(iii) "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.
(iv) "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 TORS Service.
(v) "ITORS Service" or "Service" means the service offered by the Trading Member to its clients through ITORS where under the clients can route their orders for purchase, sale and other dealings in securities through the Trading Member's ITORS System.
(vi) "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.
(vii) "Password" means an alpha numeric code used by the Client to validate his/her username and access the Service.
(viii) "SEBI" means the Securities & Exchange Board of India.
(ix) "Username" means an alphanumeric login identification used by the Client for accessing the Service.
1.2 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.
1.3 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.
1.4 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.
1.5 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.
2. 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.
3) USER NAME AND PASSWORD
3.1 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.
3.2 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.
3.3 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.
3.4 The Client shall immediately inform the Trading Member of any unauthorized use of the Client's Username or Password with full details of such unauthorized 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.
3.5 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.
3.6 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.
3.7 Without prejudice to the provisions of Clause 3.5, the Client shall immediately notify the Trading Member in writing with full details if he discovers or suspects unauthorized 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.
3.8 In any of the above events specified in Clause 3.7, 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.
4. TRANSACTIONS AND SETTLEMENTS:
4.1 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.
4.2 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.
4.3 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.
4.4 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.
4.5 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.
4.6 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.
5. 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.
6. CANCELLATION REQUESTS
6.1 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. 6.2 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.
6.3 The Exchange may anull a trade suo-moto without giving a reason therefore. In the event of such anullment, the Trading Member shall be entitled to cancel the relative contract(s) with the Client.
7. BROKERAGE, COMMISSIONS AND FEES
7.1 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.
7.2 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.
8. 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.
9. INVESTMENT ADVICE
9.1 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.
9.2 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.
9.3 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.
9.4 The Client assumes full responsibility with respect to his investment decisions and transactions.
9.5 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.
10. SUPPLEMENTAL TO MAIN TRADING MEMBER - CLIENT AGREEMENT:
This Agreement 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 Web Site, 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.
11. REPRESENTATIONS AND WARRANTIES OF CLIENT
The Client represents and warrants to the Trading Member that:
11.1 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.
11.2 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.
11.3 The Client has the required legal capacity to, and is authorized to, enter into this Agreement and is capable of performing his obligations and undertakings here under.
11.4 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.
11.5 The Client shall abide by the Exchange Provisions and the terms of the Trading Member's ITORS Web Site in force from time to time.
11.6 Any instructions given by an authorized representative of the Client to the Trading Member (or to the Trading Member's representative) shall be binding on the Client.
12. 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.
13. MARKET DATA
13.1 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.
13.2 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.
14. NOTICES
14.1 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:
Name of the person concerned: G. Muthu Kumar
Address: K.K. Chambers, 2nd Floor, Sir P.T. Marg, Fort Mumbai - 400 001. India. Ph : 022 - 2207 7931 (5 lines) Fax : (91-22) 2207 2648, 2207 1776
SEBI Registration No.: INB 011138238/INF 011138238
E-mail: igsbffsil.com
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.
15. 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.
16. 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 Web Site) at any time and from time to time, without prior notice.
17. TERMINATION OF AGREEMENT:
17.1 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.
17.2 The Client may at any time terminate this Agreement by not less than seven 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.
17.3 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.
17.4 The provisions of Clauses 14, 20 and 21 of this Agreement shall survive the termination of this Agreement.
18. 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.
19. 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.
20. LAW AND JURISDICTION
20.1 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 21, the courts at Mumbai, India shall have jurisdiction over this Agreement and the arbitration proceedings in relation to the Agreement.
20.2 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 there under and as amended from time to time.
21. 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.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
Agreement between Stock Broker & Client (Internet Trading - NSE)
This agreement is made at ________________ this ___________ day of ______________ between Fortune Financial Services (India) Ltd. (member of National Stock Exchange of India Ltd. with SEBI Registration No. : 1NB230653830 / 1NF230653830, hereinafter called MEMBER and having its registered office at K.K. Chambers, 2nd Floor, Sir PT. Marg, Fort Mumbai - 400 001. India. and ____________________________________ a individual/company/trust/firm or any other body duly formed and registered under the relevant Act, hereinafter called the CLIENT, having its residence/registered office at
WITNESSTH
Whereas the MEMBER is registered as TRADING MEMBER of National Stock Exchange of India Ltd. with SEBI Registration No. : INB 230653830
Whereas the CLIENT is desirous of investing/trading in those securities admitted for dealing on the Exchange as defined in the Bye-Laws of the Exchange.
Whereas the CLIENT has satisfied itself of the capability of the MEMBER to deal in securities and wishes to execute his orders through him and the CLIENT shall continue to satisfy itself of such capability of the MEMBER before executing orders through him.
Whereas the MEMBER has satisfied and shall continuously satisfy himself about the genuineness and financial soundness of the CLIENT and investment objectives relevant to the services to be provided.
Whereas the MEMBER has taken steps and shall take steps to make the CLIENT aware of the precise nature of the MEMBER's liability for business to be conducted, including any limitations on that liability and the capacity in which it acts.
In consideration of the mutual understanding as set forth in this agreement, the parties thereto have agreed to the following terms and conditions
1. The provisions of this agreement shall always be subject to Government notifications, any rules, regulations and guidelines issued by SEBI and Stock Exchange rules, regulations and Bye-laws that may be in force from time to time.
2. In the event of death or insolvency of the client or his otherwise becoming incapable of receiving and paying for or delivering or transferring securities which the client has ordered to be bought or sold, MEMBER may close out the transaction of the client and the client or his legal representative shall be liable for any losses, costs and be entitled to any surplus which may result there from.
3. The agreement entered into between the MEMBER and the CLIENT shall stand terminated by mutual consent of the parties by giving at least one month written notice. Such cancellation or termination shall not have any effect on transaction executed before the date of such notice of termination and the parties shall enjoy the same rights and shall have same obligations in respect of such transactions.
4. The instructions issued by an authorized representative of the client shall be binding on the client in accordance with the letter authorizing the said representative to deal on behalf of the client.
5. The CLIENT is aware that authentication technologies and strict security measures are required for the internet trading through order routed system and undertakes to ensure that the password of the CLIENT and/or his authorized representative are not revealed to any third party.
6. The CLIENT agrees that the MEMBER shall not be liable or responsible for non-execution of the orders of the CLIENT due to any link/system failure at the CLIENT/ MEMBERS/EXCHANGE end.
7. The Stock Exchange may cancel a trade suo-moto without giving any reason thereof. In the event of such cancellation, MEMBER shall be entitled to cancel relative contract(s) with CLI ENT.
8. The MEMBER shall also send the Order/Trade confirmation slip through E-mail to the CLIENT at his request, within ______________ (time period as specified by the Client) from the time of execution of order/trade on the NEAT system, as the case may be. The CLINET agrees that the information sent by MEMBER by Email is deemed to be a valid delivery of such information by the MEMBER.
9. The CLIENT is aware that the MEMBER has provided on the web site a facility for reconfirmation of orders, which are larger than that specified by the MEMBER's risk management, by the MEMBER and is also aware that the MEMBER has the discretion to reject the execution of such orders based on his risk perception.
10. The Member and the Client are aware of the provisions of Bye-Laws, Rules and regulations of the Exchange relating to resolution of disputes/differences through the mechanism of arbitration provided by the Exchange and agree to abide by the said provisions.
11. All trades, transactions and contracts are subject to the Bye-Laws, Rules and Regulations of the Exchange and shall be deemed to be and shall take effect as wholly made, entered into and to be performed in the city of Mumbai and the parties to such trade shall be deemed to have submitted to the jurisdiction of the Courts in Mumbai for the purpose of giving effect to the provisions of the Rules and Regulations of the Exchange.
IN WITNESS THEREOF, the parties to agreement have caused these presents to be executed as of the day and year first above written.
MEMBER CONSTITUENT AGREEMENT
This is an Optional Agreement, over and above the mandatory Member-Constituent Agreement prescribed by SEBI. It is left to the discretion of the client to sign this Optional Agreement or not. In this agreement the word he' also means she' and it' as the case may be and the usage of masculine gender in this agreements also refers to the feminine gender or the neutral gender as the case may be.
A. Change in KYC Details
1. In case of any change in the information, provided by the client in the Registration Kit, the client agrees to immediately communicate the same, in writing, along with relevant proofs to FFSIL & FEBIL. The client agrees that it shall not hold FFSIL & FEBIL responsible for any non-communication of such changes.
B. Exposures
2. FFSIL/FEBIL will normally give the exposure, equivalent to a pre-determined multiple/times of the net credit balance in the ledgers (across all segments), and the value of the collaterals given by the client (after applying appropriate hair cut). The level of exposure granted to the client will also depend on the track record of the client and/or market conditions and/or regulatory directives. The client agrees to abide by FFSIL/FEBIL exposures norms decided by, from time to time.
3. The client understands and agrees that he/she/it cannot claim any minimum level of exposure, as a matter of right.
4. The client agrees that, FFSIL & FEBIL has the discretion to decide the stocks which can be provided as margin/collateral. In case of shares given as margin/collateral by the client, has the right to apply appropriate hair cut, at their sole discretion, while arriving at the value of the collateral shares. This will depend on the shares offered and/or market conditions and/or the track record of the client's dealings with FFSIL. The client will not have any objection on the hair-cut percentage decided by FFSIL & FEBIL, from time to time. The client understands and agrees to the same.
5. The client understands and agrees that, under normal market situations, the previous day's closing price will be taken as the base price for arriving at the value of the securities and the same will be done on a continuous basis. However, during volatile market conditions, FFSIL & FEBIL has the discretion to change the valuation method while arriving at the value of the shares given as margin/collateral.
6. However FFSIL & FEBIL reserves the right, at its sole discretion, to modify on the level of exposure to be given to a particular client and/or change the method of calculating the exposure, without giving any advance notice to the client. The client understands and agrees to the same.
7. The client understands and agrees that the level of exposures, granted by FFSIL & FEBIL, may vary from client to client and he will not question the same.
8. In case FFSIL & FEBIL changes exposure policy the same would be intimated to the concerned branches. The client also agrees to get in touch with the concerned branch, on a daily basis, to keep track of any such changes.
C. Margins
9. The client agrees and undertakes that it will pay all the applicable margins within the stipulated time prescribed by Exchanges/SEBI/FFSIL & FEBIL
10. The client understands and agrees that he/she/it cannot claim extension of time, to pay the margins, as a matter of right. Granting of extension of time is solely the discretion of FFSIL & FEBIL.
11. Collection of margins, for cash segment is not mandatory and is at the sole discretion of FFSIL & FEBIL. However, FFSIL & FEBIL may collect appropriate margins from clients for cash market transactions in view of its own internal Risk Management Policy. The same depends on the background and track record of the client, market conditions, etc. The level of margins collected from clients, for cash market transactions, may vary from client to client. The client agrees and undertakes not to question the same.
12. FFSIL/FEBIL has the discretion to decide whether the margin will be taken in cash or in stocks. Even though the client might be having adequate margins in the form of stocks, FFSIL/FEBIL may demand the margins, in cash, depending on market conditions and/or track record of the client. The client understands and agrees to the same.
13. In case the client fails to pay the requisite margins within the stipulated time, then FFSIL & FEBIL has the discretion to square off the open positions and the collaterals, at an appropriate time, as it deems fit, without any notice to the clients. The client does not have the right to decide on the timing of selling and the open positions and/ or the collaterals that needs to be sold. The client understands and agrees to the same.
14. Depending upon the market conditions and/or track record, history, etc. of the client, FFSIL & FEBIL may demand additional margin (over and above the mandatory margins) from clients, as a part of their risk management. Such margins may vary from client to client. The client understands and agrees to pay the additional margins also.
D. Squaring off of positions
15. The client agrees and undertakes that it shall settle the transactions, within the exchange specified settlement time, by making the requisite payment and/or deliver the shares.
16. In case the client fails to settle the transactions within the settlement date, then FFSIL & FEBIL has the discretion to square off the open positions, at an appropriate time, as it deems fit, without any notice to the clients. The client does not have the right to decide on the timing or the open positions that needs to be closed. The client understands and agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss or damages arising out of such square offs.
17. After such square offs of open position by FFSIL & FEBIL , as mentioned in above clauses, if there is a debit balance, the client shall pay the same immediately. However, if the client does not clear off the debit balance, FFSIL. shall have the right to liquidate the shares of the client (kept as collateral/margin) to the extent of the debit balance, without any intimation to the client. The client also agrees that it does not have the right to decide on the timing of such liquidation of collateral/margin shares and the shares that needs to be sold. The client undertakes that it will not hold FFSIL & FEBIL responsible for any loss or damages arising out of such selling.
E. Third Party Payments
18. The client agrees and accepts that FFSIL & FEBIL will refuse payments from any bank account that is not mentioned in the KYC. The client undertakes it will not hold FFSIL & FEBIL responsible for any loss or damage arising out of such refusals of third party payments.
19. However, due to oversight, if any such third party payments have been accepted by FFSIL & FEBIL and the credit for the same has been given in the client's ledger, FFSIL & FEBIL will immediately reverse such credit entries given. In such a case, FFSIL & FEBIL reserves the right to liquidate any of the open positions and/or any of the collaterals. The client understands and agrees to the same and will not hold FFSIL & FEBIL responsible for any consequential damages or losses.
F. Third Party Deliveries
20. The client agrees end accepts that FFSIL & FEBIL will refuse deliveries from any demat account that are not mentioned in the KYC, even though the same might belong to the client. The client undertakes it will not hold FFSIL & FEBIL responsible for any loss or damage arising out of such refusals of third party deliveries.
21. However, due to oversight, if any such third party deliveries have been accepted by FFSIL & FEBIL, then FFSIL & FEBIL has the right to reverse the same and consider the sale position as a short sale' (i.e. sold without delivery) and account for it appropriately. Also, FFSIL & FEBIL reserves the right to liquidate any open positions and/or collaterals, if required. The client accepts and agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of such reversals of third party deliveries.
G. Delayed payment charges
22. The client agrees that in case he/she/it does not make the payments on time or if there is an outstanding debit balance in the client's account, FFSIL & FEBIL has the discretion to levy a Delayed Payment Charge @ 24% per annum, compounded on a daily basis, and debit the same in the client's ledger. The client understands and agrees to the same.
H. Cheque bouncing charges
23. The client undertakes to ensure that all the cheques issued by him/her/it to FFSIL & FEBIL are honoured by the bankers. In case of any cheque bouncing, the charges for the same, as levied by the bank on FFSIL & FEBIL, will be debited to the client's account. Also, the cost of legal proceeding against the client, initiated towards cheque bouncing, will also be debited to the client's ledger. The client agrees and understands the same.
I. Deliveries
24. It is the responsibility of the client to ensure that the shares are transferred to the concerned demat account of FFSIL & FEBIL, for effecting delivery to the exchange against the sale position of the client. Such transfers will be within the time specified by SEBI/exchanges/FFSIL & FEBIL. In case the client fails to transfer the shares on time to FFSIL & FEBIL, the client undertakes that it shall not hold FFSIL responsible for any loss/damages arising out of such delayed transfers.
25. The client agrees and undertakes that it is responsibility to ensure that the DIS is filled properly, fully and correctly. The client undertakes that they will not hold FFSIL & FEBIL responsible for any loss/damages arising out of such rejection of DIS due to the DIS not being in order.
26. As a part of its internal policy, FFSIL & FEBIL will not execute any sale transactions for which delivery will be given by the client in physical form (non demat form). The client agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
27. As a part of its internal policy, FFSIL & FEBIL, can refuse purchase of any stocks which will result in physical delivery. In case FFSIL & FEBIL permits any such purchases, FFSIL & FEBIL will not be held responsible for any loss/theft/bad deliveries of such physical shares. The client agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
J. Internal Auctions
28. Due to internal shortages, FFSIL & FEBIL might not be in a position to deliver the shares purchased by the client. In such circumstances close out credits, for the undelivered shares, will be given to the client as per the internal formula prescribed by FFSIL & FEBIL from time to time. The client understands and agrees to the same. The client undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
29. Similarly, if the client fails to deliver shares against his sale transactions, then appropriate amount will be debited to the client's ledger as close out debits, as per the auction close out formula decided by FFSIL & FEBIL, from time to time. The client understands and agrees to the same. The client undertakes that he will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
30. The client agrees that it is his responsibility to get in regular touch with our branches to know about the FFSIL & FEBIL internal auction formula.
K. Corporate Benefits
31. FFSIL & FEBIL will make its best efforts to intimate the clients, who avail the running account facility and/or clients whose shares are lying with FFSIL & FEBIL as collateral/margin, about the corporate benefits/announcements declared in the respective stocks. However, the client agrees that it is the responsibility of the clients also to keep track of such corporate announcements. The client understands and agrees to the same. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication from either side on such announcement.
32. In case any client wishes to avail the corporate benefit like rights, bonus, etc. and the client's shares are lying with FFSIL & FEBIL as margin/collateral, the client should intimate FFSIL & FEBIL in writing about their consent to avail the corporate benefit. In such a case, FFSIL & FEBIL, will apply to the corporate benefits on behalf of the clients and will debit the cost to the client's account. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non- communication.
33. In case the client wishes to apply for the corporate benefits on their own, then FFSIL & FEBIL will transfer the shares to the client's account, upon request, in writing, from the client, provided there is no debit balance in the account and the shares are paid for fully by the client. The client has to give their consent, atleast 48 hours prior to the record date announced for such corporate benefits. The client understands and agrees to the same. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication.
34. In case the client is availing the facility of running account and wants the shares transferred to his/her/its demat account, prior to record date, to avail any corporate benefits, the client has to make a written request for the same atleast 48 hours prior to the record date. . In such a case, FFSIL & FEBIL will transfer the shares only if there is no outstanding debit balance in the client's accounts and only if the shares are fully paid for. In case there is outstanding debit balance in the client's account, FFSIL & FEBIL will retain the shares equivalent to the debit amount and the balance shares will be transferred to the client's account. The client understands and agrees to the same. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication.
L. Arbitration/legal expenses
35. In case of any arbitration/legal proceedings initiated either by FFSIL & FEBIL or the client and the final arbitration award/court decision is in FFSIL & FEBIL's favour, then the cost, incurred by FFSIL & FEBIL, towards the arbitration/legal case, will be debited to the client's ledger by FFSIL & FEBIL. The client agrees to the same.
M. Not to act as unregistered sub broker
36. The client agrees and undertakes that in the trading account opened by him with us, he will deal only for himself and not on behalf of other clients i.e. the client agrees and undertakes that he will not act as unregistered sub broker. In case the client wishes to deal for other clients also, he undertakes to obtain written permission from FFSIL & FEBIL and also obtain a sub broker registration from SEBI.
37. In case FFSIL & FEBIL finds that the client is acting as an unregistered sub broker, FFSIL & FEBIL reserves the right to immediately suspend the trading account and close all open positions and adjust the credits (across all segments) with the dues by the client to FFSIL & FEBIL. The same will be done by FFSIL without giving any notice or option to the client. FFSIL & FEBIL also reserves the right to inform the concerned regulatory authorities about the same.
38. In case FFSIL & FEBIL finds that the client is acting as an unregistered sub broker, the client agrees and undertakes to indemnify FFSIL & FEBIL from any loss / damage/claim arising out of such activity of the client.
N. General
39. The client understands and agrees that it is the prerogative of FFSIL & FEBIL to open any new trading account for any client. FFSIL & FEBIL can refuse opening of any new account for any client. The client agrees and understands that it cannot insist, on a matter of right, FFSIL & FEBIL to open the trading account just because they have filled up the Registration Kit.
40. The client understands and agrees that the trades executed by him/her/it might result in profit or in loss. The client agrees and undertakes that he/she
OPTIONAL MEMBER CONSTITUENT AGREEMENT
This is an Optional Agreement, over and above the mandatory Member-Constituent Agreement prescribed by SEBI. It is left to the discretion of the client to sign this Optional Agreement or not.In this agreement the word ‘he’ also means ‘she’ and ‘it’ as the case may be and the usage of masculine gender in this agreements also refers to the feminine gender or the neutral gender as the case may be
A. Change in KYC Details
1. In case of any change in the information, provided by the client in the Registration Kit, the client agrees to immediately communicate the same, in writing, along with relevant proofs to FFSIL & FEBIL. The client agrees that it shall not hold FFSIL & FEBIL responsible for any non-communication of such changes.
B. Exposures
2. FFSIL/FEBIL will normally give the exposure, equivalent to a pre-determined multiple/times of the net credit balance in the ledgers (across all segments), and the value of the collaterals given by the client (after applying appropriate hair cut). The level of exposure granted to the client will also depend on the track record of the client and/or market conditions and/or regulatory directives. The client agrees to abide by FFSIL/FEBIL exposures norms decided by, from time to time.
3. The client understands and agrees that he/she/it cannot claim any minimum level of exposure, as a matter of right.
4. The client agrees that, FFSIL & FEBIL has the discretion to decide the stocks which can be provided as margin/collateral. In case of shares given as margin/collateral by the client, has the right to apply appropriate hair cut, at their sole discretion, while arriving at the value of the collateral shares. This will depend on the shares offered and/or market conditions and/or the track record of the client’s dealings with FFSIL. The client will not have any objection on the hair-cut percentage decided by FFSIL & FEBIL, from time to time. The client understands and agrees to the same.
5. The client understands and agrees that, under normal market situations, the previous day’s closing price will be taken as the base price for arriving at the value of the securities and the same will be done on a continuous basis. However, during volatile market conditions, FFSIL & FEBIL has the discretion to change the valuation method while arriving at the value of the shares given as margin/collateral.
6. However FFSIL & FEBIL reserves the right, at its sole discretion, to modify on the level of exposure to be given to a particular client and/or change the method of calculating the exposure, without giving any advance notice to the client. The client understands and agrees to the same.
7. The client understands and agrees that the level of exposures, granted by FFSIL & FEBIL, may vary from client to client and he will not question the same.
8. In case FFSIL & FEBIL changes exposure policy the same would be intimated to the concerned branches. The client also agrees to get in touch with the concerned branch, on a daily basis, to keep track of any such changes.
C. Margins
9. The client agrees and undertakes that it will pay all the applicable margins within the stipulated time prescribed by Exchanges/SEBI/FFSIL & FEBIL
10. The client understands and agrees that he/she/it cannot claim extension of time, to pay the margins, as a matter of right. Granting of extension of time is solely the discretion of FFSIL & FEBIL.
11. Collection of margins, for cash segment is not mandatory and is at the sole discretion of FFSIL & FEBIL. However, FFSIL & FEBIL may collect appropriate margins from clients for cash market transactions in view of its own internal Risk Management Policy. The same depends on the background and track record of the client, market conditions, etc. The level of margins collected from clients, for cash market transactions, may vary from client to client. The client agrees and undertakes not to question the same.
12. FFSIL/FEBIL has the discretion to decide whether the margin will be taken in cash or in stocks. Even though the client might be having adequate margins in the form of stocks, FFSIL/FEBIL may demand the margins, in cash, depending on market conditions and/or track record of the client. The client understands and agrees to the same.
13. In case the client fails to pay the requisite margins within the stipulated time, then FFSIL & FEBIL has the discretion to square off the open positions and the collaterals, at an appropriate time, as it deems fit, without any notice to the clients. The client does not have the right to decide on the timing of selling and the open positions and/ or the collaterals that needs to be sold. The client understands and agrees to the same.
14. Depending upon the market conditions and/or track record, history, etc. of the client, FFSIL & FEBIL may demand additional margin (over and above the mandatory margins) from clients, as a part of their risk management. Such margins may vary from client to client. The client understands and agrees to pay the additional margins also.
D. Squaring off of positions
15. The client agrees and undertakes that it shall settle the transactions, within the exchange specified settlement time, by making the requisite payment and/or deliver the shares.
16. In case the client fails to settle the transactions within the settlement date, then FFSIL & FEBIL has the discretion to square off the open positions, at an appropriate time, as it deems fit, without any notice to the clients. The client does not have the right to decide on the timing or the open positions that needs to be closed. The client understands and agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss or damages arising out of such square offs.
17. After such square offs of open position by FFSIL & FEBIL , as mentioned in above clauses, if there is a debit balance, the client shall pay the same immediately. However, if the client does not clear off the debit balance, FFSIL. shall have the right to liquidate the shares of the client (kept as collateral/margin) to the extent of the debit balance, without any intimation to the client. The client also agrees that it does not have the right to decide on the timing of such liquidation of collateral/margin shares and the shares that needs to be sold. The client undertakes that it will not hold FFSIL & FEBIL responsible for any loss or damages arising out of such selling.
E. Third Party Payments
18. The client agrees and accepts that FFSIL & FEBIL will refuse payments from any bank account that is not mentioned in the KYC. The client undertakes it will not hold FFSIL & FEBIL responsible for any loss or damage arising out of such refusals of third party payments.
19. However, due to oversight, if any such third party payments have been accepted by FFSIL & FEBIL and the credit for the same has been given in the client’s ledger, FFSIL & FEBIL will immediately reverse such credit entries given. In such a case, FFSIL & FEBIL reserves the right to liquidate any of the open positions and/or any of the collaterals. The client understands and agrees to the same and will not hold FFSIL & FEBIL responsible for any consequential damages or losses.
F. Third Party Deliveries
20. The client agrees and accepts that FFSIL & FEBIL will refuse deliveries from any demat account that are not mentioned in the KYC, even though the same might belong to the client. The client undertakes it will not hold FFSIL & FEBIL responsible for any loss or damage arising out of such refusals of third party deliveries.
21. However, due to oversight, if any such third party deliveries have been accepted by FFSIL & FEBIL, then FFSIL & FEBIL has the right to reverse the same and consider the sale position as a ‘short sale’ (i.e. sold without delivery) and account for it appropriately. Also, FFSIL & FEBIL reserves the right to liquidate any open positions and/or collaterals, if required. The client accepts and agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of such reversals of third party deliveries.
G. Delayed payment charges
22. The client agrees that in case he/she/it does not make the payments on time or if there is an outstanding debit balance in the client’s account, FFSIL & FEBIL has the discretion to levy a Delayed Payment Charge @ 24% per annum, compounded on a daily basis, and debit the same in the client’s ledger. The client understands and agrees to the same.
H. Cheque bouncing charges
23. The client undertakes to ensure that all the cheques issued by him/her/it to FFSIL & FEBIL are honoured by the bankers. In case of any cheque bouncing, the charges for the same, as levied by the bank on FFSIL & FEBIL, will be debited to the client’s account. Also, the cost of legal proceeding against the client, initiated towards cheque bouncing, will also be debited to the client’s ledger. The client agrees and understands the same.
I. Deliveries
24. It is the responsibility of the client to ensure that the shares are transferred to the concerned demat account of FFSIL & FEBIL, for effecting delivery to the exchange against the sale position of the client. Such transfers will be within the time specified by SEBI/exchanges/FFSIL & FEBIL. In case the client fails to transfer the shares on time to FFSIL & FEBIL, the client undertakes that it shall not hold FFSILresponsible for any loss/damages arising out of such delayed transfers.
25. The client agrees and undertakes that it is responsibility to ensure that the DIS is filled properly, fully and correctly. The client undertakes that they will not hold FFSIL & FEBIL responsible for any loss/damages arising out of such rejection of DIS due to the DIS not being in order.
26. As a part of its internal policy, FFSIL & FEBIL will not execute any sale transactions for which delivery will be given by the client in physical form (non demat form). The client agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
27. As a part of its internal policy, FFSIL & FEBIL, can refuse purchase of any stocks which will result in physical delivery. In case FFSIL & FEBIL permits any such purchases, FFSIL & FEBIL will not be held responsible for any loss/theft/bad deliveries of such physical shares. The client agrees to the same and undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
J. Internal Auctions
28. Due to internal shortages, FFSIL & FEBIL might not be in a position to deliver the shares purchased by the client. In such circumstances close out credits, for the undelivered shares, will be given to the client as per the internal formula prescribed by FFSIL & FEBIL from time to time. The client understands and agrees to the same.
The client undertakes that it will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
29. Similarly, if the client fails to deliver shares against his sale transactions, then appropriate amount will be debited to the client’s ledger as close out debits, as per the auction close out formula decided by FFSIL & FEBIL, from time to time. The client understands and agrees to the same. The client undertakes that he will not hold FFSIL & FEBIL responsible for any loss/damages arising out of the same.
30. The client agrees that it is his responsibility to get in regular touch with our branches to know about the FFSIL & FEBIL internal auction formula.
K. Corporate Benefits
31. FFSIL & FEBIL will make its best efforts to intimate the clients, who avail the running account facility and/or clients whose shares are lying with FFSIL & FEBIL as collateral/margin, about the corporate benefits/announcements declared in the respective stocks. However, the client agrees that it is the responsibility of the clients also to keep track of such corporate announcements. The client understands and agrees to the same. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication from either side on such announcement.
32. In case any client wishes to avail the corporate benefit like rights, bonus, etc. and the client’s shares are lying with FFSIL & FEBIL as margin/collateral, the client should intimate FFSIL & FEBIL in writing about their consent to avail the corporate benefit. In such a case, FFSIL & FEBIL, will apply to the corporate benefits on behalf of the clients and will debit the cost to the client’s account. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication.
33. In case the client wishes to apply for the corporate benefits on their own, then FFSIL & FEBIL will transfer the shares to the client’s account, upon request, in writing, from the client, provided there is no debit balance in the account and the shares are paid for fully by the client. The client has to give their consent, atleast 48 hours prior to the record date announced for such corporate benefits. The client understands and agrees to the same. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication.
34. In case the client is availing the facility of running account and wants the shares transferred to his/her/its demat account, prior to record date, to avail any corporate benefits, the client has to make a written request for the same atleast 48 hours prior to the record date. . In such a case, FFSIL & FEBIL will transfer the shares only if there is no outstanding debit balance in the client’s accounts and only if the shares are fully paid for. In case there is outstanding debit balance in the client’s account, FFSIL & FEBIL will retain the shares equivalent to the debit amount and the balance shares will be transferred to the client’s account. The client understands and agrees to the same. However the client will not hold FFSIL & FEBIL responsible for any loss/damage arising out of such non-communication.
L. Arbitration/legal expenses
35. In case of any arbitration/legal proceedings initiated either by FFSIL & FEBIL or the client and the final arbitration award/court decision is in FFSIL & FEBIL’s favour, then the cost, incurred by FFSIL & FEBIL, towards the arbitration/legal case, will be debited to the client’s ledger by FFSIL & FEBIL. The client agrees to the same.
M. Not to act as unregistered sub broker
36. The client agrees and undertakes that in the trading account opened by him with us, he will deal only for himself and not on behalf of other clients i.e. the client agrees and undertakes that he will not act as unregistered sub broker. In case the client wishes to deal for other clients also, he undertakes to obtain written permission from FFSIL & FEBIL and also obtain a sub broker registration from SEBI.
37. In case FFSIL & FEBIL finds that the client is acting as an unregistered sub broker, FFSIL & FEBIL reserves the right to immediately suspend the trading account and close all open positions and adjust the credits (across all segments) with the dues by the client to FFSIL & FEBIL. The same will be done by FFSIL without giving any notice or option to the client. FFSIL & FEBIL also reserves the right to inform the concerned regulatory authorities about the same.
38. In case FFSIL & FEBIL finds that the client is acting as an unregistered sub broker, the client agrees and undertakes to indemnify FFSIL & FEBIL from any loss/damage/claim arising out of such activity of the client.
N. General
39. The client understands and agrees that it is the prerogative of FFSIL & FEBIL to open any new trading account for any client. FFSIL & FEBIL can refuse opening of any new account for any client. The client agrees and understands that it cannot insist, on a matter of right, FFSIL & FEBIL to open the trading account just because they have filled up the Registration Kit.
40. The client understands and agrees that the trades executed by him/her/it might result in profit or in loss. The client agrees and undertakes that he/she/it will not deny the trades, if the same resulted in loss and shall not hold FFSIL & FEBIL responsible for such losses, arising out of the client’s trading decisions.
41. All recommendations given by the Research Department of FFSIL & FEBIL are based on technical and/or fundamental analysis of the securities/sector/market. The client understands and agrees that these are recommendatory calls and the client will take his own decisions whether to act on such recommendations or not.
42. The client understands and agrees that, due to volatility in the market or due to liquidity of the stock, it may happen that the actual rate of trade might differ from the rate at which the client has placed the order. The client undertakes not to hold FFSIL & FEBIL responsible for any loss or damages arising out of the same.
43. The client acknowledges and accepts that FFSIL & FEBIL has the sole discretion not to accept any order for reasons like margin shortfall, ledger debit balance, etc. Accordingly, FFSIL & FEBIL has the right to reject or cancel any order, if already placed. The client understands and agrees to the same and will not hold FFSIL & FEBIL responsible for any consequential loss or damages, including notional/opportunity loss.
44. In case the client wishes to modify or cancel the order, the same shall not be deemed to have been executed unless and until the same is confirmed by FFSIL & FEBIL. It might be possible that some times the trade would have been executed before FFSIL & FEBIL modifies/cancels the order due to the market conditions prevailing at that point of time. In such a case, the client will not hold FFSIL & FEBIL responsible for any loss/damages.
45. FFSIL & FEBIL has the discretion to refuse orders, if in its opinion, the trades are of manipulative in nature and/or against the regulatory directives and/or might result in regulatory query/scrutiny at a later date. This is as a part of the due-diligence being done by FFSIL & FEBIL. The client understands and agrees to the same.
46. FFSIL & FEBIL, may refuse execution of orders in ‘penny stocks’ or stocks which are quoting at less than Rs.10/-, as a part of their due diligence and risk management policy. The client agrees to the same and undertakes it will not question the same.
47. The client understands and agrees that inadvertent errors may occur, while executing the order of the clients. In such circumstances FFSIL & FEBIL shall make all reasonable effort to rectify the same and ensure that the client is not put to any monetary loss. The client understands and agrees that it will not hold FFSIL & FEBIL responsible beyond this and claim additional damages/loss.
48. The client undertakes not to execute transactions, either singly or in tandem with other clients, which in FFSIL & FEBIL’s knowledge, may be viewed as manipulative trades viz. artificially raising, depressing or maintaining the price, creation of artificial volume, etc or which could be termed as manipulative or fraudulent trades by SEBI/Exchanges. In case the client is found to be indulging in such activities, FFSIL & FEBIL reserves the right to inform the exchange/SEBI/other regulatory authority of the same. Client understands and agrees to the same.
49. FFSIL & FEBIL may record the conversations of the client with the dealer or any other staff of FFSIL & FEBIL. The client agrees to the same and will not dispute or raise any objection on the same.
50. The client understands and agrees that any trade in any illiquid scrip/illiquid contract would be solely at client’s risk in terms of traded price and lack of liquidity. The client agrees and undertakes that he will not hold FFSIL & FEBIL responsible for any loss or damages, if any, incurred due to trading in such illiquid scrip/illiquid contract. The client also agrees that he will not deny such trades if the same has resulted in a loss.
51. Any error in the contract note should be brought to the notice of FFSIL & FEBIL within 48 hours of receipt of the same. If no discrepancy or error is pointed out by the client, in writing, within 48 hours of receipt of contract, it will be presumed that the client accepts the trade as mentioned in the contract notes and the client shall not hold FFSIL & FEBIL responsible for any damages, loss or claims, at a later date.
52. The existing client agrees not to open any new account, in his/her name with FFSIL & FEBIL.
53. The client agrees to complete any further documentation that may be required in order to fulfill FFSIL & FEBIL’s mandatory due-diligence and/or obligation to any regulatory authorities.
54. The client understands and agrees that, if any authority under law, seek information about the client, FFSIL & FEBIL will provide the same to them, without any prior consent from the concerned clients. However, FFSIL & FEBIL will take all steps to ensure that the client’s are informed, through our branches, about the same. The client further agrees to provide any additional information as required under law/regulatory authorities.
55. The client agrees and accepts that FFSIL & FEBIL does not allow its clients to fulfill the settlement obligations in cash. Also FFSIL & FEBIL does not fulfill its settlement obligation to the client in cash.
56. FFSIL & FEBIL may charge account opening charges from its new clients. The same will be debited to the client’s ledger on creation of Unique Client Code. The client understands and agrees to the same.
57. FFSIL & FEBILshall make all reasonable efforts to intimate the client about any corporate announcements, open positions, securities holding position, ledger balance, securities receivable/deliverable, margin requirements, squaring off process, new/change in exposure policy, risk management policy, etc, from time to time, through its branches. The client agrees and undertakes that he/she/it his responsibility also to remain in touch with the concerned branch of FFSIL & FEBIL, where the client normally deals, to keep a regular check on his account, margin requirements, open positions, delivery status, securities holdings, ledger balance, etc.
58. No interest will be paid to the clients who maintain running account with FFSIL & FEBIL, on the credit balance available in the client’s account. The client understands and agrees to the same.
59. The client confirms that there is no bar on him imposed by any regulatory and/or statutory authorities to deal in securities directly or indirectly. The client agrees to inform FFSIL & FEBIL, in writing, of any regulatory action taken by any regulatory authority on the client. In case the client fails to inform the same and FFSIL & FEBIL, on its own, comes to know of such action taken by any regulatory authority, FFSIL & FEBIL reserves the right to refuse dealing for such clients. Also, FFSIL & FEBIL will, at its sole discretion, close all the open positions and liquidate collaterals to the extent of debit balances. The client agrees to the same and undertakes not to hold FFSIL & FEBIL responsible for any loss/damages arising out of such action of FFSIL & FEBIL.
60. The client undertakes to read all the emails sent by FFSIL & FEBIL, on the email ID provided by the client. The client undertakes not to hold FFSIL & FEBIL responsible for any loss/damages in case the client fails to read those emails.
O. Contract note dispatch
61. The client understands and agrees that FFSIL & FEBIL will dispatch the contract notes normally through a courier identified by FFSIL & FEBIL. In such a case, the proof of dispatch given by the courier company will be deemed as sufficient proof of dispatch of contract notes. For clients who have opted for Electronic Contract Notes, the same will be sent by email provided by the client. In case the client desires to receive the contract note in any other manner apart from being sent in courier, he may inform FFSIL & FEBIL, in writing, in the format prescribed in the Registration Kit.
P. Online/Internet trading facility
62. By availing the internet trading facility, the client confirms that he/she/it has knowledge of how the internet works and is a user of internet. The client agrees not to hold FFSIL & FEBIL responsible for his lack of computer/internet knowledge.
63. FFSIL & FEBIL, at its discretion, will offer, to select clients who use the internet trading facility. The client cannot claim, access to the internet trading facility provided by FFSIL & FEBIL, as a matter of right.
64. FFSIL & FEBILor the concerned bank will modify and/or add and/or upgrade from time to time the software/hardware/operating systems etc., which are required for the smooth and safe functioning of the internet trading platform including Electronic Payment Gateway for Net banking software. The client agrees that he does not have any objection and undertakes to accept such modifications and/or additions in hardware/software at his end in order to be compatible with the facility offered by FFSIL & FEBIL.
65. It may be possible that FFSIL & FEBIL might not be in a position to support particular software provided by the bank for the facility of Electronic Payment Gateway. In such a situation it is possible that FFSIL & FEBILmight not be in a position to continue offering internet trading facility to the clients or offer the electronic payment gateway facility through a particular bank. The client agrees to the same and undertakes not to hold FFSIL & FEBIL responsible for any loss/damage arising out of the same.
66. The operation of the bank account, exclusively used by the client for transactions executed through the internet trading facility offered by FFSIL & FEBIL, will be as per the RBI/concerned bank’s guidelines.
67. FFSIL & FEBIL shall take reasonable care to ensure the security of and prevent unauthorized access to the internet trading facility and/or the Electronic Payment Gateway facility. The client undertakes not to hold FFSIL & FEBIL responsible for any loss/damage due to such unauthorized access beyond the control of FFSIL & FEBIL.
68. The Client agrees that he shall not use or permit others to use the internet trading platform and/or Electronic Payment Gateway facility for Net banking or any related services for any illegal or for other purposes than what it is meant for.
69. The Client understands that the FFSIL & FEBIL would allot them a unique Client-ID and password for accessing the internet trading platform, including the electronic payment gateway for net banking services. Under normal circumstances, the unique ID and password will be sent to the client, by courier, at the client’s risk. In case the client wishes to receive the same personally, he may indicate the same, in writing, to the concerned branch after which the same will be provided personally.
70. FFSIL & FEBIL may specify the compulsory structure of the password like alpha numeric and special characters. The client agrees to abide by the same.
71. The client agrees to change the password immediately, on receipt of the same from FFSIL & FEBIL. The client also agrees to change the password on a regular basis.
The client agrees to ensure that the password is kept confidential and not disclosed to any one. The client undertakes not to hold FFSIL & FEBIL responsible for any damages/loss due to password leak.
72. FFSIL & FEBIL may, at its discretion, may require the Client to adopt such other means of authentication including, but not limited to digital certification and/or smart cards. The client agrees to abide by the same.
73. The Client agrees that he shall not attempt or permit other for accessing the account information stored in the computers of the FFSIL & FEBIL through any means other than the Electronic Payment Gateway for Net banking service.
74. As conclusive proof of transactions executed by the client either through the internet trading facility provided by FFSIL & FEBIL and or through the net banking using the Electronic Payment Gateway, FFSIL & FEBIL will provide the relevant electronic logs available by way of system audit trail. The Client agrees to accept the same.
The client also agrees that FFSIL & FEBIL may not be required to provide any additional evidences in proof of the transactions executed by the client.
75. The client agrees and undertakes not to dispute the transactions because the same has resulted in loss and the proof given by FFSIL & FEBIL, as mentioned in above paragraph, will be sufficient enough to ascertain whether the client has executed the transactions or not.
76. The requests for any transactions, made online, will be given effect to instantaneously. In case of any requests received on weekly offs/holidays/public holidays, declared by FFSIL & FEBIL/exchanges/bank, then the same shall be effected on the immediately succeeding working day on the terms and conditions prevailing on that day.
77. Any requests made by the client for processing/effecting any transactions should be actually received by FFSIL & FEBIL, even though the client must have forwarded the same from his end. The client agrees and undertakes that he will not hold FFSIL & FEBIL responsible for non receipt of such instructions by FFSIL & FEBIL.
78. The Client undertakes and confirms that he is eligible, as per the statutes, to avail the access for the internet trading facility and net banking facility. The client also confirms and undertakes that he has not been prohibited, under law, to access the internet trading and net banking facility and/or deal in securities market.
79. The Client shall cooperate and provide, FFSIL & FEBIL, with such information and/or assistance as is required by the FFSIL & FEBIL for the performance of the Services and/or any other obligations of the FFSIL & FEBIL under this Agreement.
80. The client agrees and confirms that while availing the internet trading facility, including the net banking facility through the electronic payment gateway, the same is susceptible to various risk like (a) misuse of password risk (b) internet frauds (c) mistakes & errors (d) technical risks (d) systemic risks at the bank’s end (e) systemic risks at the service provider end (e) technology risks (f) regulatory risk, etc. The client understands the same and undertakes not to hold FFSIL & FEBIL responsible for any loss and/or damage arising out of such unforeseen risks.
81. The client agrees and accepts that FFSIL & FEBIL shall be entitled to withdraw this service, at any time, without assigning any reasons thereof.
82. The client agrees to pay the charges, as may be stipulated by FFSIL & FEBIL, from time to time, for availing this service. FFSIL & FEBIL, reserves the right to debit these charges from the ledger of the client.
TERMS & CONDITIONS (COMMODITIES)
TERMS OF USE OF________________________AND OFFLINE TRADING THROUGH ANY OF THE TERMINALS OF FCDIL
The following should be read carefully and accepted prior to becoming a Constituent for offline and online trading i.e. for trading, viewing, downloading, using, copying, availing the facilities and/or any information, or any part thereof, as the case may be, as may be made available from time to time on the Web-Site and/or entering into any commodities dealings through the agency of Fortune Commodities & Derivatives (India) Limited (hereinafter referred to as “FCDIL”) whether by use of any of the facilities available on the Web-Site, or by any other means whatsoever. Whereas, http://www.ffsil.com (hereinafter referred to as the “Web-Site”) is a product and service provided by FCDIL. FCDIL offers its services and the Web Site for use in accordance with the Terms and Conditions of Use (the “Terms”) contained herein. Please read the following, which contains important information concerning use of the Web Site. The use of the Web Site is conditional upon and subject to, acceptance of and compliance with, the Terms. And whereas for offline the Constituent can avail the facilities subject to acceptance of and compliance with the terms contained herein.
I. PRELIMINARY
I. Ownership of the Web-Site
(a) FCDIL (hereinafter also referred to as the “Member”) being a broker registered with the Commodities Exchanges viz., Multi Commodity Exchange of India Ltd. (MCX) with TCM No. 31495 and FMC unique member code MCX/TCM/CORP/1231 and National Commodities and Derivative Exchange Ltd. (NCDEX) having obtained Certificate of Registration No. NCDEX-CO-04-00874, and FMC unique member code NCDEX/TCM/CODE M50838 as a trading member, thereby being entitled to effect purchase and sale transactions of commodities (hereinafter referred to as the “Commodities Dealings”) offline and online admitted to the MCX and NCDEX (hereinafter referred to as the “Admitted Commodities”), for and on behalf of third parties.
(b) http://www.ffsil.com is owned, operated and maintained by Fortune Commodities & Derivatives (India) Limited (FCDIL)
I. ii Registration for use of the Facilities and Services
(a) Any person visiting the Web Site may access and use the Facilities by establishing an online persona with a unique ‘Client ID’ and ‘Password’, in the manner as indicated on the Web-Site. “Facilities” shall mean and include any information, materials, documents, chat-room facilities, downloads (software or otherwise), data, commodities market quotation ticker tape facilities, and all other information and utilities contained or accessible on or through the Web Site as may be provided on the Web Site from time to time, [other than any information directly required in relation to the Services].
(b) Only persons who enter into an agreement (hereinafter referred to as the “Member-Constituent Agreement”) with the Member and who have been provided with a unique Trading Password for online trading and unique Client Code for offline trading (hereinafter, such persons being referred to as the “Constituent”) by the Member in the manner as indicated on the Web-Site for online trading and give exact code for offline trading respectfully shall be entitled to avail the Services provided by the Member. “Services” provided by the Member shall mean the purchase and/or sale of the Admitted Commodities upon receipt of orders, either electronically via the Web-Site or orally via telephone (as stipulated in the Member-Constituent Agreement) or
written, from the Constituent to purchase and/or sell the same and shall include such other services and facilities that may be offered from time to time by the Member, in its position as a MCX AND NCDEX trading member.
(c) The Terms shall be deemed to form part of the Member-Constituent Agreement and shall be deemed to be incorporated therein to the same extent as if these provisions had been set forth in full therein. The Constituent’s entitlement to avail the Services or any part thereof shall be subject to compliance with all the terms and conditions set forth herein.
(d) The words I/WE, ME/US, MY/OUR refer to person(s) who open the account(s) and shall mean and include both singular and plural. FCDIL refers to Fortune Commodities & Derivatives (India) Limited.
II. CONDITIONS OF USE OF THE SERVICES
II. i. Subject Matter of the Services
The Services offered by the Member include the sale and purchase of dematerialized commodities trading on the MCX AND NCDEX (in e-trading account on the internet and also in off-line trading and delivery of commodities in physical mode wherever the same is traded on off-line on specific direction received by the ‘Member’ at any of their terminals) in the cash/normal segment of the market [and shall include trading in derivative products or in the carry forward segment, and such other services/ products as may be permitted from time to time].
II. ii. Order Entry
(a) The Constituent shall be entitled to place an order for the sale or purchase of any Admitted Commodity at any time, regardless of the duration of the trading hours of the MCX AND NCDEX, through e-mail, writing, telephonic placement by the Constituent or his duly authorized representatives whose particulars has been provided by the Constituent to the member and on receipt of such instructions those orders shall be forwarded for the execution.
(b) All orders entered by Constituent, either electronically or otherwise as detailed above, are based upon their investment decisions and their sole responsibility and will not hold, nor seek to hold the Member or any of its officers, directors, employees, agents, subsidiaries or affiliates, liable for any trading losses or other losses incurred by Constituent, including in the event that any order is placed by the Constituent on the basis of the Facilities or any information (including any investment information, advice, research reports, or any other information) that may be made available on the Web-Site.
(c) The Member shall be deemed to not have received any order whether electronically transmitted or otherwise until it has confirmed the receipt of such order as mentioned in sub-clause II.ii (a).
(d) The Constituent agrees that placing an order with the Member, either electronically or otherwise, does not guarantee execution of the order, regardless of the confirmation by the Member of the receipt of the order and/or its execution and the Member shall not be liable for any losses, damage or claims on account of the non-execution of any order placed.
(e) The Constituent hereby accepts all responsibility for knowing the status of commodities he/she/it intends to trade in or held in his/her/its account. The Constituent further accepts all responsibility for knowing the correct ISIN numbers of the commodities in his/her/its account and the eligibility of the commodities to meet share pay in obligations to the MCX AND NCDEX whether received by way of purchases, off market transfers or otherwise.
(f) Prior to placing an order in connection with the sale/purchase or transfer of any commodities in which Constituent requires any form of regulatory or other permission, the Constituent must advise the Member of the status of the commodities and furnish necessary documents including opinions of legal council prior to the execution of the order. The Constituent acknowledges and accepts that delays may occur in relation to the processing of such orders, despite the necessary documents being furnished in a timely manner. The Member may at its sole discretion refuse to execute any such order till it is satisfied of the legality of the transaction. The Constituent is responsible for all costs associated with compliance or failure to comply with all the regulatory requirements and hereby agrees to fully indemnify the Member from any costs, losses, claims or other liability arising on account of such orders.
II. iii Order Execution
(a) In the event that the order is placed during the trading hours of the MCX AND NCDEX, it shall be routed to and executed on the market system. However, in the event that the order is placed at any other time, the order shall be routed to and executed during the next succeeding trading session of the MCX AND NCDEX.
(b) The Constituent agrees and appoints the Member as its agent to take all necessary measures to complete the transactions and hereby authorizes the Member to make any and all advances and expend monies as may be required.
(c) The Constituent acknowledges that whilst orders are normally routed through the market systems almost simultaneously with the placing of the order, the Constituent is aware that the Member has provided on the Web-Site a facility for reconfirmation of orders which are larger than those specified by the Member’s risk management policy and is also aware that the Member has the discretion to reject the execution of such orders based on such risk management policy. The Member shall not be liable for any delay or cancellation of any order due to the exercise of the Member’s discretion under such policy.
(d) The Constituent acknowledges and accepts that the Member has the sole discretion to reject or cancel any order that may be placed by the Constituent for any reason whatsoever, including for any breach of the Margin requirements as stipulated hereunder in Paragraph II.vi and the Member shall not be liable for any losses, damage or claims on account of such rejection or cancellation as the case may be.
(e) The Constituent acknowledges and accepts that the MCX AND NCDEX may reject or cancel any trade suo moto without ascribing any reasons therefore and the Member shall not be liable for any losses, damage or claims on account of such rejection or cancellation as the case may be.
(f) The Constituent further acknowledges and accepts that it will receive the price at which the order was actually executed in the marketplace, which may be different from the price at which the commodity was traded when the order was entered into the Member’s system.
(g) The Constituent hereby agrees that Member shall not be responsible or liable for the execution of any order that may have been placed by the Constituent or any unauthorized use of the Constituent’s Trading Password by any person.
(h) The cancellations or modifications to orders placed are not guaranteed. Cancellation of orders is possible only if the original order remains pending at the MCX AND NCDEX. The cancellation or modification of an order shall be deemed not to have been executed unless a confirmation to such effect is received from the Member. The Constituent agrees that the Member shall not be liable for any losses, damage or claims on account of the nonexecution or delayed execution of an order of cancellation or modification. Unless otherwise specified by the Member, any order not executed at the end of the relevant MCX AND NCDEX trading day shall stand cancelled. To remove any doubt, it is hereby clarified that an order placed prior to or during the trading day at the MCX AND NCDEX, shall not remain valid for execution at any subsequent trading day at the MCX AND NCDEX.
(i) The Constituent also accepts responsibility for knowing the trading and settlement cycles of the MCX AND NCDEX and the settlements pay in/pay out dates for funds and commodities and in the event any trades or transactions are reported late to the Member on account of any problems at the Exchange or for whatever reason, the Constituent in turn will be subject to late reporting of transactions.
(j) Any errors reported to the Constituent for any reason whatsoever will stand subsequently corrected to reflect the transaction that was effected in the market and the Constituent agrees that the Member shall not be liable for any damage, loss or claim in account of such error or correction thereof.
II.iv Purchase of the Admitted Commodities
(a) Prior to placing any order for the purchase of any Admitted Commodity, the Constituent shall ensure that sufficient cash credit balance is available in its account with the Member. The Constituent is responsible for all of their orders, including any orders, which exceed the available cash, credit balances available to its account and are executed by the Member, inadvertently or otherwise.
(b) Any order accepted and executed, inadvertently or otherwise, without sufficient cash credit balance will be subject to cancellation or liquidation at the Member’s discretion, unless the Constituent immediately, upon demand by the Member, makes good the shortfall in the amount as indicated by the Member.
(c) The date for payment in the case of purchase of commodities by the Constituent will be viewed on the day to day basis by the member and the same shall be intimated by the member to the Constituent either telephonically or otherwise as required for maintaining the account of outstanding as per MCX AND NCDEX rules and the Constituent shall within two days make up the deficiency of balance and bring it to cash credit with the reasonable margin to withstand his future transactions within the ‘margin’ limit provided herein after on the date intimated by the Member to the Constituent for the same (the “Intimated Date”) and which may be a date which is at least [two] working days in advance of the pay in date of the MCX AND NCDEX.
In the case where the payment is not made by the Intimated Date, the commodities purchased by the Member on behalf of the Constituent shall be liable to be sold without any further reference to the Constituent and any loss or damage as a result of such sale would be borne solely by the Constituent.
II.v Sale of the Admitted Commodities
(a) Prior to placing any order for the sale of any Admitted Commodity, the Constituent shall ensure that the concerned commodity is available in sufficient quantity in its/his/her account with the Member. The Constituent is responsible for all of their orders, including any orders, which exceed the available quantity of the relevant commodity and are executed by the Member, inadvertently or otherwise.
(b) The Constituent agrees and hereby authorizes the Member to block as sold the relevant commodities, as standing to its/his/her account, against its/his/her order to sell commodities. If its/his/her order gets executed either fully or partially then the commodities to the extent sold, would be unblocked on the trade date and the transaction would be effected. The Constituent agrees that it/he/she shall not withdraw/pledge or otherwise use or attempt to withdraw/pledge or otherwise use, the blocked commodities. The Constituent hereby authorizes the Member to dishonour any orders issued against the blocked commodity.
(c) The Constituent acknowledges and agrees that the proceeds of the sale will not be credited to the cash credit balance account of the Constituent until the commodities have been delivered to the MCX AND NCDEX/clearing house and pay out is received from the MCX AND NCDEX/clearing House. The proceeds of all sales will be credited, to the cash credit balances account of the Constituent as maintained by the Member, directly after settlement date.
(d) If the commodities are not received on or before the settlement date or commodities received are not in deliverable state or due to any other reason whatsoever, the Constituent is not able to deliver commodities, the commodities will be auctioned or closed out as per the rules of the MCX AND NCDEX. Consequently, the Constituent will be responsible for any resulting losses and all associated costs including any penalty levied by the MCX AND NCDEX.
II. vi Margins
(a) The Constituent shall maintain such quantity of commodities and such amount of cash credit balances (hereinafter referred to as the “Margin”) as required by the applicable statutes, rules, regulations, procedures or as deemed necessary or advisable by the Member, provided that the Margin shall not at any time be less than prescribed margin percentage of the price of the Admitted Commodities proposed to be purchased or sold. The Constituent agrees that no interest shall be payable on the Margin as maintained with the Member. The Constituent shall be permitted to trade upto a predetermined number of times of the Margin and the quantum of such multiple shall be determined at the sole discretion of the Member.
(b) The margin requirement and squaring up process for offline and online trading is different, the margin in online account will not be considered in the offline account and vice-versa unless specifically directed by Constituent. The accounting process for both accounts is different and is independent of each other.
(c) In case there is any change in policy relating to Risk Management pertaining to margin requirement and squaring up process the same would be reflected in the website http://www.ffsil.com and at the registered office and terminals of the member and the onus is on the Constituent to keep check, understand, and agree with the Risk Management policy pertaining to margin requirement and squaring up process from time to time.
(d) The Constituent shall also remain in touch with the member to keep a regular check on his account and margin requirements, for maintaining sufficient margin with the member to undertake any transaction in his a/c in off line and online trading. If the Member considers it necessary for its own protection, it may require the Constituent to immediately on demand deposit cash or commodities to their account prior to any applicable settlement date in order to assure due performance of their open contractual commitments. If Constituent does not provide such additional cash or commodities, the Constituent hereby grants to the Member the right to sell any or all commodities extant in their account, buy any or all relevant commodities which may be short in their account, cancel any or all open orders and/or close any or all outstanding contracts.
(e) In addition, Constituent acknowledges and agrees that the Member may exercise any or all of the above rights, prior to or without any demand, for additional cash or commodities, or notice of sale or purchase, or other notice or intimation. Any such sales or purchases may be made at any time at the sole discretion of the Member on any market where such business is usually transacted, or at public auction or private sale, or the Member may purchase/sell for its own account. The making/giving of any prior demand or call or notice of the time and place of such sale or purchase shall not be considered as a waiver of any rights of the Member to sell or buy without any such demand, call or notice, at that time or at any time subsequently.
(f) In addition to the above, if the Constituent does not credit its cash or commodities account as maintained with the Member, to make up any shortfall in the Margin, instantaneously, to enable restoration of the Margin in Constituent’s account, the position of the Constituent may be squared off by the Member, without any further reference to the Constituent and without prior notification, and any resultant or associated losses that may occur due to such squaring off shall be borne by the Constituent, and the Member is hereby fully indemnified and held harmless by the Constituent in this behalf.
In case where the payment by the Constituent towards the Margin is made through a cheque issued in favour of the Member, any trade would be executed by the Member only upon the realization of the funds of the said cheque.
II.vii Confirmations and Contract Notes
(a) The Constituent is required to ascertain the status of its/his/her order (including any rejection of the same) which would be posted on the relevant sections of the Web-Site or the Constituent may enquire the balance as maintained by member or the member s shall keep sending the details of contract notes and the status of his account on fortnight basis wherever the Constituent is availing the services of the member ‘off-line’ from any terminals of the member.
(b) Constituent understands that it is its/his/her responsibility to review, upon first receipt, whether delivered to Constituent by mail, by e-mail, or other electronic means, all confirmations, statements, notices and other communications, including but not limited to, margin, maintenance calls, and prospectuses. Notices and other communications may also be provided to Constituent verbally, in writing or by other means.
(c) The Member shall deliver to the Constituent via email or other electronic means a contract note of the trades executed on their behalf on the trade date, or should post such information on the website, within 24 hours of the execution of the order. The contract note shall be final and binding proof of the order placed by the Constituent, regardless of any apparent or alleged errors.
(d) All information contained in any confirmation, contract note or other communications shall be binding upon the Constituent in relation to all transactions, whether the orders are given by the Constituent through the Web-Site or by telephonic means or otherwise.
II.viii Charges
(a) The Constituent agrees to pay the brokerage charges, MCX AND NCDEX related charges, statutory charges and any other charges (including but not limited to commodity handling charges on settlement) as they exist from time to time and as they apply to the Constituent’s account, in respect of transactions and services that the Constituent receives from the Member. The brokerage shall be paid in the manner intimated by the Member to the Constituent from time to time, including as a percentage of the value of the trade or as a flat fee or otherwise, together with the service tax as may be applicable from time to time on the same. The Constituent further agrees to pay any applicable taxes that may be levied on the transaction.
(b) The Member shall debit the charges of the depository participant for the trades and the bank charges for the realization of cheques etc. to the Constituent account.
(c) Notwithstanding anything contained in these Terms, any amounts which are overdue from the Constituent to the Member will be charged delayed payment charges at the rate of [2%] per month or such other rate as may be determined by the Member and notified on the web site and the Constituent hereby authorizes the Member to directly debit the same to the account of the Constituent.
II.ix Constituents Cash Credit and Commodities Accounts
(a) The Member shall maintain such books of account in such manner so as to show and distinguish in connection with its business as a trading member broker the moneys and commodities received from or on account of each of the Constituents, and the moneys and commodities received on its own account.
(b) The Constituent is required to ascertain all ledger balances of moneys and commodities standing to its credit, which would be posted only on the relevant sections of the web site, and no separate intimation of the ledger balances of the Constituent in his account would be sent to the Constituent either physically or electronically. The information as contained in the ledger balances shall be binding upon the Constituent and the Constituent hereby agrees that the Member shall not be liable for any loss, damage or claim on account of any error in the information contained in the ledger balances.
(c) All payments in respect of transaction made by the Constituent to the company shall be payable at Mumbai, drafts and cheques in that behalf shall be drawn in favour of the company and shall be payable at Mumbai. Final settlement of outstanding account in respect of transactions between the company and Constituent and periodical settlement and termination of contract shall be struck and finalised at the company Head Office at Mumbai.
(d) The Constituent hereby authorizes and empowers FCDIL to adjust all the debts/credits (funds/commodities) resulting from trading transactions in any of the following segment of MCX AND NCDEX and vice-versa in order to discharge any financial liability towards FCDIL in any segment.
(e) That the Constituent authorizes the trading member to maintain a running account for me/us/we for adjustment of any debit/credit resulting from any transactions by it/him/her in one settlement for adjustment towards it/her/his credit/debit in subsequent settlements.
(f) All transactions with MCX AND NCDEX will be subject to the rules, regulations and Bye-laws of MCX AND NCDEX apart from the existing terms and conditions as mentioned thereof.
(g) To avoid any ambiguity it is hereby provided that notwithstanding anything contained in these Terms or in the Member-Constituent Agreement or any other understanding or agreement between the Member and Constituent, the Member’s own records of the orders, cancellations, modifications, trades and transactions, in whatsoever manner maintained shall be deemed to be and is hereby accepted by the Constituent as conclusive and binding on the Constituent for all purposes and further the Constituent shall not challenge the accuracy, truth, or correctness of the said records in any manner and for any purpose whatsoever.
II.x Set off, lien, pledge etc.
(a) Nothing in the Terms or the Member-Constituent Agreement shall deprive the Member of any recourse or right, whether by way of lien, set-off, counterclaim or otherwise against any money or commodity standing to the credit of the Constituent’s account.
(b) All the commodities and monies credited to the account of the Constituent as maintained by the Member shall be subject to a lien for the discharge of any obligation or indebtedness of the Constituent to the Member. In enforcing the lien the Member shall have the sole discretion of determining the commodities or assets that are to be liquidated and/or appropriated.
(c) The Member shall have the right to pledge the commodities standing to the credit of the Constituent’s account for the purpose of raising any finance from any person as may be required to meet the Margin obligations of the Constituent. Further Constituent hereby authorizes the Member to pledge any commodities standing to its credit, to any person, whether received by execution of an order for purchase or blocked pending the fulfillment of an order for sale, for the purpose of securing to the Member a credit facility in connection with meeting the margin requirements of any other Constituent, provided that the Member shall be fully liable for any resultant failure of execution or default on delivery obligations directly caused by such pledge of the commodities.
II.xi Further Documentation
The Constituent agrees to complete any further documentation that may be required in relation to any of the commodities dealings or by any of the regulatory authorities or under the Member’s policies as may be notified from time to time or under any law, regulation, guideline, rule, byelaw, order or other edict having the force of law.
II.xii Compliance with Laws
All transactions that are carried out by and on behalf of the Constituent shall be subject to Government notifications, the rules, regulations and guidelines issued by Forward Market Commission, the Reserve Bank of India and the National Commodities Depository Limited, the Central Depository Services Limited, the Forward Contracts Regulation Act and the rules made there under, and the byelaws, constitution, rules, regulations, customs and usage of the MCX AND NCDEX, if any.
III. ADDITIONAL CONDITIONS IN RELATION TO ELECTRONIC ORDERS
III.i List of Dematerialized Commodities
The Member shall notify the commodities for which this facility is made available from time to time on the Web Site. The Member would have the right to add or delete commodities for which the facility is made available in its absolute discretion and details of the same would be posted on the Web Site and no separate intimation whatsoever thereof will be sent to the Constituent.
III.ii Protection of Constituent’s Trading Password
The Constituent shall immediately notify the Member in writing, delivered via e-mail, Speed Post and Registered AD, if the Constituent becomes aware of any loss, theft or unauthorized use of the Constituent’s Trading Password and account number; or any failure by the Constituent to receive an accurate written confirmation of an execution including the contract note for the same; or any receipt by the Constituent of confirmation of an order and/or execution which the Constituent did not place; or any inaccurate information in the Constituent’s account balances, commodities positions, or transaction history. In the case where the Constituent notifies such loss, theft or unauthorized use of the Constituent’s Trading Password to the Member, the Member shall suspend the use of the account of the Constituent. However, the Constituent shall be responsible and liable for all transactions that are carried out by the use of the Constituent Trading Password. When any of the above circumstances occur, neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Constituent or to any other person whose claim may arise through the Constituent with respect to any of the circumstances described above.
III.iii Use of Constituent’s Trading Password
The Constituent confirms and agrees that it will be the sole authorized user of the Trading Password /s to be given to it by the Member. The Constituent accepts sole responsibility for use, confidentiality and protection of the Trading Password /s as well as for all orders and information changes entered into the Constituent’s account using such Trading Password. The Constituent shall ensure that the Trading Password /s is/are not revealed to any third party or recorded in any written or electronic form. If the Constituent forgets the Trading Password, a request for change of the Trading Password should be sent to the Member in writing. On receipt of such a request the Member shall discontinue the use of the old Trading Password and shall generate a new Trading Password for the Constituent, which shall be communicated to the Constituent. However, the Constituent shall be responsible and liable for all transactions that are carried out by the use of the old Trading Password. Neither the Member nor any of its officers directors employees agents affiliates or subsidiaries will have any responsibility or liability to the In addition, the Constituent hereby grants to FCDIL the right to with-hold its/he/her commodities payment and/or funds pay-out from the commodities exchange in part or full. Constituent or to any other person whose claim may arise through the Constituent with respect to any of the circumstances described above.
III.iv Form of Trading Password
The Constituent shall use a Trading Password of 6 characters in length, which is a combination of letters and numbers. The Trading Password shall not be a combination relating to name or age or other personal information, which would render it easily deducible. The Trading Password shall be valid for a period of one month only. In the case where the Constituent wishes to change his Trading Password he can do so on the Web Site in the prescribed manner.
III.v Recording of Trading Password
The Constituent shall memorise the Trading Password and not record it in written or electronic form. In the event that the Constituent does record the Trading Password in written or electronic form, he/she/it shall do so at his/her/its sole risk and responsibility.
III.vi Responsibility for Use of the Trading Password
Any order entered using the Trading Password is deemed to be that of the Constituent. If third parties gain access to the Member’s services through the use of the Trading Password, the Constituent will be deemed to be responsible for the same and hereby indemnifies and holds harmless the Member against any liability, costs or damages arising out of claims or suits by or against such third parties based upon or relating to such access and use, since the primary responsibility for such transaction shall be that of the Constituent.
III.vii Communications Equipment of the Constituent
The Constituent is responsible for installing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required at the Constituent’s end and connectivity required for accessing and using the web site or related services. All communications service charges, levies and fees incurred by the Constituent in accessing the web site or related services will be borne by the Constituent.
III.viii Constituent’s Infrastructure
For the purposes of these Terms, it is presumed that the Constituent has all the necessary and compatible infrastructure ready at its end for the purpose of accessing the web site of the Member prior to accessing the services provided pursuant to these Terms. The Member will not (and shall not be under any obligation to) assist the Constituent in installing the required infrastructure or obtaining the necessary equipment permits and clearances to establish connectivity or linkages to the web site of the Member.
III.ix Prevention of Unauthorized Use
The Constituent will install the necessary safeguards and access restrictions to prevent unauthorized use of Constituents computer systems and ensure that no unauthorized person can gain access to the computer systems.
IV. ADDITIONAL CONDITIONS IN RELATION TO ORAL ORDERS ON-LINE AND OFF-LINE
(a) The Constituent agrees and hereby authorizes the Member at its sole discretion and without any prior notice to the Constituent, to record any conversation between the Constituent and the Member. Such recording shall be deemed to be and is hereby accepted by the Constituent as conclusive and binding on the Constituent for all purposes and further the Constituent shall not challenge the accuracy, truth, or correctness of the said records in any manner and for any purpose whatsoever.
(b) The Constituent hereby agrees that the Member shall not be liable for any losses, damage or claim on account of transactions effected by the Member on behalf of the Constituent arising from any incorrect or erroneous transfer or collection of the order instructions from the Constituent.
V. MEMBER CONSTITUENT COMMUNICATIONS
V.i Form of Communication
Documents, which may be sent by electronic delivery between the parties, may be in any of the following manners (a) an electronic mail (‘e-mail’) including any automated replies from the system of the Member, (b) an electronic mail attachment, or (c) in the form of an available download from the web site. (d) by telephonic information duly recorded. (e) by courier containing details of transaction confirmations, account statements requisition of any delivery related documents on the last known address of the Constituent.
V.ii Change of Address
Unless the Constituent informs the Member of the change of the address for communication in writing, all notices, circulars, communication or mail sent to the existing address shall be deemed to have been received by the Constituent irrespective of whether they are actually received or not.
V.iii Notices/ Policies
Certain policies and/or procedures may be further outlined on the Member’s web site and material/literature and frequently asked questions (FAQ’s) may be provided to the Constituent. Through the use of the Member’s web site and services, the Constituent agrees to be bound by any and all such notices, policies and terms of doing business.
VI. TERMINATION
(a) The Member-Constituent Agreement and access to the use of the Web-Site, the Services, the Facilities and the Content may upon notice of one month be terminated by mutual consent of the Constituent and the Member.
(b) The termination of the Member-Constituent Agreement and access to the use of the Web-Site, the Services, the Facilities and the Content will not affect the rights and/or obligations of either the Member or the Constituent incurred prior to the date of such termination and the parties shall enjoy the same rights and shall have the same obligations in respect of such transactions.
VII. MISCELLANEOUS INFORMATION
VII.i Facilities and Web Content
(a) The Constituent acknowledges and agrees that each participating commodities exchange or association or agency asserts a proprietary interest in all of the market data it furnishes to parties that disseminate the said data. The Constituent shall use real-time quotes received on the web site of the Member only for the Constituent’s individual use and shall not furnish such data to any other person or entity. The Constituent is authorized to use materials which are made available by the Member’s web site for the Constituent’s own needs only, and the Constituent is not authorized to resell access to any such materials or to make copies of any such materials for sale or use to and by others. The Constituent shall not delete copyright or other intellectual property rights notices from printouts of electronically accessed materials from the Member’s web site.
(b) All materials published on the Web-Site, including, without limitation, information, text, photographs, images, graphics, software, audio, and video and/or other visual reproductions (hereinafter referred to as the “Content”) are intended solely for personal, non-commercial use. All rights pertaining to the Content or any part thereof shall vest only in the relevant owners of the same and no other person may modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided herein), create derivative works from, distribute, perform, display or in any way exploit, any of the Content, in whole or in part.
(c) All Content is owned or controlled by FCDIL or the party credited as the provider of such Content. The Content, and the entire Web-Site, including without limitation all materials published by FCDIL and all postings on the Web-Site may be protected by copyright pursuant to Indian copyright laws, international conventions, and other copyright laws. FCDIL owns a copyright in the selection, coordination, arrangement and enhancement of such Content, as well
as in the original component of the Content itself. All persons visiting and/or using any of the Facilities on the Web-Site or viewing any of the Content thereof (hereinafter such person shall be referred to as the “Visitor”, which term shall mean and include the Constituent in relation to any use of the Facilities and Content) shall abide by all copyright notices, conventions, and other copyright laws. The Visitor shall abide by all copyright notices, information or restrictions contained in any Content accessed by or through the Web-Site. Reproduction of the Web-Site site, in whole or in part, without the prior written permission of FCDIL is strictly prohibited.
(d) To the extent that any part of the Content may be downloaded or copied, the same may be done only for personal non-commercial purpose(s) and use(s), and provided that all copyright and other notices contained in such Content are faithfully maintained and the Content shall not be stored in any media other than in the Visitor’s personal computer. In the event any software is downloaded from the Web-Site, such software, including without limitation any files, images incorporated in or generated by the software, and data accompanying the software, are licensed to the Visitor by FCDIL for personal, noncommercial use and viewing only. The software may not be redistributed, sold, decompiled, reverse engineered or otherwise reduced to a human perceivable form. FCDIL retains full and complete title and rights to all intellectual property in Web Site.
(e) FCDIL shall not be liable for truth, accuracy or completeness of the information or for any errors, mistakes or omissions therein or for any delays or interruptions of such information for whatever cause. It is expressly understood and agreed to by the Visitor that except as specifically provided herein, all warranties, express or implied, including any