Investment Advisory Services Agreement

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

THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 THAT REQUIRE PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THE “PLATFORM” (DEFINED BELOW).

The online platforms – www.finity.in (“Website”), and the iOS and Android mobile application – “Finity” (“App”) is owned and operated by Finwizard Technology Private Limited, a private limited company incorporated under the Companies Act, 2013 with its registered office at Queens Paradise, 1st Floor, Curve Road Shivajinagar, Bangalore- 560052, Karnataka, India (“Finity”). The App and the Website its sub-domains and other sites/ apps/ other channels maintained by Finity to enable distribution of financial products and services shall be collectively referred to hereinafter as the (“Platform”). Finity is a SEBI registered investment advisor with registration number INA200005323.

Finity requests you to carefully go through and accaept this Investment Advisory Services Agreement (“Agreement”) to avail the Advisory Services provided by Finity to You through the Platform. If you continue to browse and use this Platform, you irrevocably and unconditionally are agreeing to comply with, abide by and be bound by all the obligations as stipulated under this Agreement, which together with our privacy policy and any other applicable policies which are incorporated herein by way of reference or available by hyperlink on the Website, shall govern Finity’s relationship with you in relation to this Platform. Accessing the Platform of Finity through any medium, web on mobile phones and such other devices, is also subject to the terms and conditions agreed under this Agreement. This Agreement shall supersede all previous oral and written terms and conditions (if any) communicated to you and shall act as an Agreement between You and Finity. With respect to the Advisory Services provided under this Agreement, in the event of conflict between the terms and conditions agreed under this Agreement and the general Finity Platform Terms and Conditions, the terms and conditions agreed under this Agreement shall prevail. 

Part A:  Client Consent

 

I/We (“Client”), have read and understood the terms and conditions of the Investment Advisory Services Agreement provided by Finwizard Technology Private Limited (“Investment Advisor”)  along with the fee structure and mechanism for charging and payment of the fees.

Based on my/our written request to Finwizard Technology Private Limited, an opportunity was provided by Finwizard Technology Private Limited to ask questions and interact with personnel of Finwizard Technology Private Limited who would be providing investment advice.

 

Part B: Declaration of Investment Advisor

  1. Investment Advisor shall neither render any investment advice nor charge any fee until the client has signed this Agreement
  2. Investment Advisor will not manage funds and securities on behalf of the Client and shall only receive such sums or monies from the Client as are necessary to discharge the Clients liabilities towards the fees owed to the Investment Advisor under this Agreement.
  3. During the course of performing the services for the Client, the Investment Advisor will not hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or give the impression to the Client that the investment advice is risk-free and/or not susceptible to market risks and or that it can generate returns with any level or assurance.

Part C:  Fees Specified as per SEBI (Investment Advisors) Regulations, 2013 and relevant circulars

The fee shall be charged on the basis of Assets under Advice (AUA) mode, Under AUA mode, the maximum fees that will be charged by Investment Advisor shall not be more than 2.5 percent of AUA per annum per client across all services offered by IA. IAs shall determine AUA with supporting documents of the client. However, any portion of AUA held by the client under any pre-existing distribution arrangement with any entity shall be deducted from AUA for the purpose of charging fee by the IA

This shall be subject to the general conditions as prescribed under SEBI Circular dated 23rd September, 2020

Part D: Fees Charged

While currently, the Advisory Services offered by Finity are free of any charges, User acknowledges that Finity reserves the right to charge fees in the future for the Advisory Services or any other services offered by Finity. Any such change will be communicated on the Finity Platform ahead of implementation. 

User agrees and understands that any such charges/fees that Finity may choose to levy will be in addition to those levied by the mutual funds, if any. All fees, charges and reimbursement of expenditure shall be paid or made in full by user without any counter claim, set off or withholding. All liabilities and obligations of the Registered Customer(s) hereunder to Finity/mutual fund/AMCs/trustees of the AMC shall be joint and/or several, as the case may be.

The Investment Advisory Services Agreement [“Agreement”] made at Bangalore, Karnataka                                           

 

BETWEEN 

 

FINWIZARD TECHNOLOGY PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 2013 and having its registered/ Corporate Office at Queens Paradise, 1st Floor, Curve Road Shivajinagar Bengaluru Bangalore KA 560052 (hereinafter called the “Company” or “Investment Advisor”) which expression shall, unless repugnant to the context or meaning hereof, be deemed to include its successors and assigns of the FIRST PART

 

AND

The Registered User, viewer or Registered Customer who views, browses, accesses or uses our Platform (hereinafter referred to as “Client”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include(where the client is an individual ) his /her heirs, executors administrators and legal representatives, permitted assigns; (where the client is partnership firm) the partners for the time being of the said firm, the survivor or survivors of them and their respective heir, executors administrators and legal representatives / its successors and permitted assigns; (where the client is a Company or limited liability partnership of a body corporate) its successors and permitted assigns; (where the client is a karta of a Hindu individual family,} the members for the time being of the said Hindu undivided family and their respective heirs, executors, administrators and permitted assigns; (where the client is trust) the trustee or the trustees for the time being of the trust ,the survivors of them and the heirs, executors ,administrators of the last of the survivor;(where the client is the  governing body of a society), the respective successors of the members of the governing body and any new members elected or : appointed )which expression shall, unless repugnant to the context or meaning hereof, be deemed to include its successors and assigns of the SECOND PART.

 

The Investment Advisor and the Client are hereinafter collectively referred to as “Parties”, and individually as “Party”

Capitalized terms used herein and not otherwise defined are defined as set forth in the Customer Terms and Conditions,

WHEREAS:

  1. The Investment Adviser is duly registered vide registration number INA200005323   as an Investment Adviser with the Securities and Exchange Board of India under the SEBI (Investment Advisers) Regulations, 2013, as amended from time to time, and is thereby authorized to provide Investment Advisory Services (hereinafter defined) under this Agreement.
  2. The Client is desirous of seeking advice in relation to investment in the mutual funds and has approached the Investment Adviser for providing Investment Advisory Services and on the request of the Client, the Investment Advisor has agreed to provide such services to the client;
  3. The Parties hereto are entering into this Agreement to set out the terms and conditions on which the Investment Adviser has agreed to render, and the Client has agreed to avail of, the aforesaid services.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERSTANDING AS SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO HAVE AGREED TO THE FOLLOWING TERMS AND CONDITION

  1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless the context or meaning thereof otherwise require, the capitalized terms asset out herein shall have the following meaning

  1. Agreement” means this Investment Advisory Services Agreement along with the schedules and annexures attached hereto including ail the modifications, alterations, additions or deletion thereto made in writing upon mutual consent of the parties;
  2. Applicable Laws” shall mean the laws including but not limited to any enactment, legislation, subordinate legislation, rules, regulations, circulars, statutory guidelines, notifications, policies applicable in India and as amended from time to time.
  3. “Assets under Advice (AUA)” means aggregate net asset value of securities and investment products for which the Investment Adviser has rendered Investment Advisory Services and either implementation services provided by Investment Adviser or concluded by the Client directly/through other service providers;
  4. Indemnified Party” shall have the meaning assigned to it under Clause 18;
  5. Investment” shall mean the investment made by the Client in Securities, based on the advice received from the Investment Advisor.
  6. Investment Advisory Services” means the advisory services relating to investment in the mutual funds, as more particularly described under Clause 3;
  7. Person” shall include any individual, partnership, central or state government, company, body corporate, cooperative society, corporation, trust, society, Hindu Undivided Family association or any other body of persons, whether incorporated or not.
  8. SEBI” shall mean the Securities and Exchange Board of India;

 

1.2 Interpretation

Unless the context otherwise requires, in this Agreement:

  1. Any reference to the singular shall include a reference to the plural and vice versa.
  2. Words importing a particular gender include all genders;
  3. The expression (s) “month” and “year” shall refer to a calendar Month or calendar year as the case may be;
  4. Any reference to an enactment, regulation, rule or instrument (including any specific section, clause or article therein) shall be to the same as amended from time to time or replaced, as the Case may be;
  5. The headings in this Agreement are for convenience of reference only and shall not be taken into consideration in the interpretation or Construction thereof; and
  6. Any reference to a clause, sub-clause or schedule shall be construed to be a reference to the clause, sub-clause or schedule hereto unless otherwise specified.

 

2. APPOINTMENT OF THE INVESTMENT ADVISOR

  • In accordance with Applicable Laws, the Client hereby appoints, entirely at his/its risk, the Investment Adviser to provide Investment Advisory Services and such other ancillary services in accordance with the terms and conditions of this Agreement as mandated under Regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013, and the Investment Adviser hereby accepts such appointment, for the fees and on the terms and conditions set out in this Agreement.


3. SCOPE OF INVESTMENT ADVISORY SERVICES

The Investment Adviser shall provide advice in relation to investing in, purchase of, selling or otherwise dealing in mutual funds for the benefit of the Client.

 

  1. The Investment Adviser shall act in a fiduciary capacity towards the Client at all times. 
  2. The Investment Advisory Services may be provided by the Investment Advisor through the Platform
  3. The Client agrees and understands that pursuant to rendering of Investment Advisory Services by the Investment Adviser to the Client, the final analysis of the research provided by the Investment Adviser and the final decision as to whether to adopt and implement the advice rendered by the Investment Adviser in the course of the Investment Advisory Services and make the investments lies with the Client. The Client will be solely responsible for forming his/its own judgments to accounting, taxation, valuation and purchase or sale of the mutual funds.

 

4. RISK FACTORS, RISK PROFILING AND ASSESSMENT

 

  1. The Client agrees to follow all procedures as required by the Investment Adviser for conducting risk assessments and profiling the Client as required under Applicable Laws.
  2.  The Client shall provide the Investment Advisor with all documents and information as required under Applicable Laws.
  3. The Investment Adviser shall include a detailed statement of risks associated with each type of investment in Securities and investment products in Annexure B.   

 

5. OBLIGATIONS AND REPRESENTATIONS OF THE INVESTMENT ADVISOR

 

  1. The Investment Advisor agrees that it shall observe high standards of Integrity and fairness in all its dealings with the Client and acknowledges that it shall abide by all Applicable Laws (including the SEBI (Investment Advisers) Regulations, 2013 along with amendments, rules, circulars and notifications), while providing the Investment Advisory Services to the Client.
  2. The Investment Adviser represents and warrants that, it shall ensure compliance with the eligibility criteria as specified under the SEBI (Investment Advisers) Regulations, 2013 at all times
  3. The Investment Adviser shall provide reports to clients on potential and current investments. 
  4. The Investment Adviser represents and warrants to maintain all records as required under Applicable Laws, including without limitation to know-your-customer, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, related books of accounts and a register containing list of clients along with date investment advice and its rationale in compliance with the SEBI (Investment Adviser) Regulations, 2013.
  5. The Investment Adviser represents and warrants to conduct periodical audits as required under Applicable Law.
  6. The Investment Adviser represents and warrants that it shall abide by the code of conduct as specified in the third schedule to the SEBI (Investment Adviser) Regulations, 2013. 

 

6. OBLIGATIONS OF THE CLIENT

 

  • In addition to the obligations and undertakings of the Client as set out in other clauses of this Agreement, the Client shall:

 

  1. Keep the investment Adviser duly informed of any change in the constitution, identity by change of name and/or residential status and/or investment objective and/or risk profile and change in any other information of the client during the currency/ subsistence of this agreement.
  2. Execute, at any time during the currency of this Agreement, such document as may be required by the Investment Adviser to enable the Investment Adviser to render Investment Advisory Services to the Client and/ or in relation to the payment obligations of the Client under this Agreement.
  3. Be solely responsible for compliance of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, the SEBI (Prohibition of insider Trading) Regulation 1992, Foreign Exchange Management Act 1999 and such other rules, regulations, bye-laws issued by SEBI or by any stock exchanges/RBI or any other regulatory body in relation to trading by a Person in Securities.
  4. To make payment of the Fees as due to the Investment Advisor on the Due Date as specified in the Agreement. 

 

7. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

 

  1. The Parties represent and warrant to each other (which representation shall be repeated each day during the term of this Agreement) that:
  2. The parties have full power, capacity and authority to execute, deliver and perform this Agreement and have taken all necessary action (corporate, Statutory, contractual or otherwise) to authorize the execution, delivery and performance of this Agreement in accordance with its terms.
  3. This Agreement has been duly executed and delivered by the Parties and constitutes a legal, valid and binding obligations on the Parties, enforceable on the Parties, in accordance with its terms’ and conditions contained herein.
  4. The execution, delivery and performance by the Parties of this Agreement and the acts and transactions contemplated hereby do not and will not, with or without the giving of notice or lapse of time or both, violate, conflict with, require any consent under or result in a breach of or default under:

 

a. Any law to which it is subject; or time being in force

b. Any order, judgment or decree applicable to it; or

c. Any term, condition, covenant, undertaking, agreement or other instrument to which it is a party or by which it is bound.

5. The Parties shall comply with the Laws applicable to each of them.

6. The Client further represents and warrants to the Investment Adviser that;

7. There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against the Client which may prejudice the due performance or enforce ability of this Agreement or any obligation, act, omission or transactions contemplated hereunder. Further, there are no prior or pending criminal proceedings or proceedings related to financial crimes against him/it or any negative reputation issues involving the client and in the event of any such issues or proceedings being commenced against him, he shall keep the Investment Adviser informed.

8. All information provided and the statements made in the account opening documentation (including but not limited to the client registration form) are true and or not misleading (whether by reason of an omission to state a particular fact or otherwise as at the time of completing the account opening documentation or at any time thereafter;

 

7.2 The Investment Adviser further represents and warrants (which representation shall be repeated each day during the term of this Agreement) that:

 

  1. it possesses including the adviser, principal officer, persons associated with the investment advice necessary skills, knowledge, experience, expertise, required capital net worth, adequate and competent personnel, systems, equipment and procedures, capability and all the necessary permissions to duly perform its obligations in accordance with the terms of this Agreement
  2. it has obtained and will ensure to maintain all applicable approvals and consents (from regulatory / statutory bodies, third party consents, corporate approvals etc) for the purpose of provision of Investment Advisory Services during the term of this Agreement.
  3. it maintains an arms-length relationship between its activities as an Investment Adviser and other activities, and shall continue to do so for the term of this Agreement
  4. it shall not provide any distribution services for Securities or investment products either directly or through their group to the Client
  5. it shall not provide Investment Advisory Services for Securities or investment products either directly or through their group to any Client of who avails distribution services from a group entity.
  6. it shall only undertake any action in relation to securities or investment products advised by the Investment Adviser with the prior consent and permission of the Client.
  7. It shall disclose all conflict of interests as and when they arise and not derive any direct or indirect benefit out of the Client’s Securities or investment products.
  8. It shall not seek any power of attorneys or authorizations for implementation of investment advice

 

7.3 The Client further represents and warrants (which representation shall be repeated each day during the term of this Agreement) that:

 

  1. The Client has provided all true and correct information as required by the Investment Adviser for the onboarding process and to meet their obligations under this Agreement;
  2. The Client has provided the true and correct information as required by the Investment Adviser for the purpose of conducting their risk assessment
  3. Client has understood the risks associated with investment in Securities and other investment products and is undertaking to invest at their sole cost and risk. 

 

8. DISCLAIMERS

 

The Client agrees and understands that the Investment Advisory Services shall be advisory in nature and shall not, in any event without prior written consent of the Client, involve or amount to:

  1. Undertaking by the investment Advisor without the prior consent and permission of the Client;
  2. Invitation or solicitation to the Client to invest in Securities;
  3.  Buying or selling in the Securities on behalf of the Client;

 

8.2. The Client agrees and understands that the Investment Adviser shall not incur any liability arising by way of any loss which the client may suffer by reason of any depletion in value of the assets under advice, which result by way of fluctuation in asset value or by reason of non-performance or under-performance of Securities, investment products, funds or any other market conditions 

 

8.3. The Investment Advisor (or its directors, officers, employees, agents, consultants or other representatives) shall not be liable or responsible for any direct or indirect losses or damages of any nature suffered by the Client in relation to or arising out of:

 

  1. the Investment Advisory Services rendered by it;
  2. reliance by the Client upon any. advice given in good faith, or any report provided by the Investment Adviser regarding any Securities or investment products.
  3. wrongful information provided by the Client 
  4. any acts done in good faith for the benefit of the Client (which does not include the right to purchase any Securities without consent of the Client)

 

9. PERIOD OF AGREEMENT & TERMINATION

 

  1. Subject to the terms of this clause 9, this Agreement shall be valid, binding and in force from the date of execution of this Agreement until terminated as per the terms of this Agreement,.
  2. Either of the Parties may at any time terminate this agreement by giving not less than 30 (thirty) days’ written notice of termination to the other Party, and the Agreement shall stand terminated on the date specified in such notice as the date of termination.
  3. Either Party shall have a right to terminate this Agreement after due giving due intimation to the other Party through a written notice, if at any time during the term of this Agreement, the other Party is in violation of any Applicable Laws or becomes insolvent or is subject to liquidation and/or bankruptcy proceedings. 
  4. Either Party may terminate this Agreement with immediate effect, if the other Party has committed a breach of any provisions of the Agreement which is deemed to be incurable. 
  5. The Client may terminate this Agreement in case of suspension of the certificate of registration of the Investment Adviser by way of written notice. 
  6. The Investment Advisor shall be entitled to terminate this Agreement with immediate effect if the event the Client fails and/or neglects to pay any fees, charges or other amounts payable (if any) under this Agreement;
  7. This Agreement may be terminated forthwith by the Investment Adviser, at its sole discretion and without being further liable or responsible in any manner whatsoever, on and from the date of know knowledge / receipt of sufficient evidential documents of the occurrence of any of the following events during the term of this Agreement:
  8. Misrepresentation by the Client at the time of account opening or otherwise.
  9. If the Client is barred and/or restricted and/ or suspended from accessing the securities / financial markets by any regulatory/ administrative/ legislative authority at any time and in any manner whatsoever.
  10. Breach of terms of the Agreement by the Client or any fraud committed by the Client in respect of transactions or in transactions in securities in general at any time and in any manner whatsoever.
  11. Any proceedings or investigations (regulatory or otherwise) that involve the Client or his/ her/its properties have been initiated or is ongoing.
  12. This Agreement cannot be performed in its entirety due to any change in the laws in force in India;

 

Effect of Termination: On termination of this Agreement, the Investment Advisor shall cease to provide any further Investment Advisory Services to the Client. The Client’s existing investments for which standing instructions are provided by the Client shall not be affected by the termination of this Agreement provided that the Investment Advisor shall not give any advice to the Client.  

  1. In case of death or disability of the Client, which renders the Client unable to perform their obligations under this Agreement, the Investment Advisor reserves the right to terminate the Agreement. Where any successor of the Client has been nominated by the Client, the successor shall be given the opportunity of entering into an agreement with the Investment Advisor for provision of the Investment Advisory Services. If the successor of the Client decides not to enter into an agreement with the Investment Advisor, the Investment Advisor shall proceed to settle the account of the Client.
  2. Termination of this Agreement in terms of this Clause 9, shall not in any way effect or prejudice any right accrued to a Party prior to such termination.

 

10. FEES & BILLING

While currently, the Advisory Services offered by Finity are free of any charges, User acknowledges that Finity reserves the right to charge fees in the future for the Advisory Services or any other services offered by Finity. Any such change will be communicated on the Finity Platform ahead of implementation.

 

11. CONFIDENTIALITY

 

  1. The Client shall treat as confidential (both during and after the termination of this Agreements) any information learned about and / or through the Investment Advisor and its affiliates, including without limitation, the investment strategy, holding, and / or products or Investment Advisory Services in the course of their relationship under this Agreement. The Client shall not disclose the same to any third party without the Investment Advisor’s prior written consent. These obligations shall not apply to information which. (i) is, or becomes, known to the public, (ii) is received by the Client from a third party entitled to disclose it, or is disclosed to competent government authorities or courts or other tribunals in accordance with the requirements of applicable Law.
  2. Save and except as otherwise provided and permitted in this Agreements, the Investment Adviser shall treat as confidential all personal data, information and records of the Client and recordings conversations with the Client.

 

12. PERSONAL DATA

 

  1. The Client acknowledges that, pursuant to this Agreement or otherwise, the Investment Adviser may receive personal data or information about the Client.
  2. The Client further acknowledges that in the course of or for the purpose of providing Investment Advisory services, the Investment Adviser may request certain data or information from the Client and the Client understands that failure to supply information or data may result in the investment Adviser not being able to provide, or providing erroneous, Investment Advisory Services to the Client.
  3. The Client hereby agrees and permits that the Investment Advisor may take such steps as required and appropriate to verify data and information relating to the Client which is received by it or is provided to it.
  4. The Client hereby expressly consents that any such personal data or information or records of the Client may be used by the Investment Advisor for provision of the Investment Advisory Services and for report aggregation in respect of the Client.
  5. The Client acknowledges that the Investment Advisor may be obliged to share personal data or information relating to the Client with any governmental, judicial or regulatory authority, and permits the sharing of such personal data or information.
  6. The Client confirms to take all necessary steps to ensure confidentiality and the secrecy of the login and password of email id which has been furnished. Investment adviser shalt not be responsible for any breach of secrecy.

 

13.  RECORDING OF CONVERSATIONS

The Client is hereby aware that the Investment Advisor may have a system of tape recording with respect to all the conversations, between the client and the Investment Advisor, either personally or over the telephone. Such records will be the sole property of the Investment Advisor and may be relied upon or utilized by the Investment Advisor as and when required for any of the following purposes:

  1. for internal quality control purposes,
  2. To resolve disputes in connection with the Investment Advisory Services and / or this Agreement;
  3. If the Investment Advisor is obliged to provide the recording for the purposes of any government, judicial or regulatory authority;
  4. for such other purposes as shall be intimated to the Client from to time.

 

  1. The investment Advisor agrees and undertakes to keep the recording confidential and to refrain from sharing the recording with any third party or affiliate of the Investment Advisor, except with the prior consent in writing of the Client.

 

14. ASSIGNMENT AND TRANSITION

 

  1. The Client shall not be entitled to assign any of his/its rights, obligations and / or benefits under the Agreement without the prior written consent of Investment Adviser. The Investment Adviser shall be entitled to assign its rights, obligations and / or benefits under this Agreement to any successor entity or affiliate at its absolute discretion, or to any other third party entity, by informing the client.
  2. Where the Client seeks to transfer or assign their assets or Securities to another or seeks to terminate the Agreement and transition to the services of another investment advisor, and informs the Investment Advisor of such assignment or transition by way of a written notice, or terminates the Agreement as per the procedure provided in Clause 9, the Investment Advisor shall provide all relevant documents, risk profiles, financial plans in relation to the Client and other relevant documents as may be necessary for such assignment or transition. 
  3. In case of assignment, the Investment Adviser shall ensure that all support is provided for the transition of Client to the assignee. 

 

15. AMENDMENT

Any amendment to this Agreement shall only be made with the mutual written consent of both Parties to the Agreement. Upon the Investment Advisor receiving knowledge of any change in Applicable Laws, the Investment Advisor shall intimate such change to the Client and the Parties shall mutually amend the Agreement as required. Where the Client does not give their consent to amend the Agreement, the Investment Adviser reserves the right to terminate the Agreement as provided under clause 9.

 

16. INDEMNITY AND LIMITATION OF LIABILITY

 

  1. In the event that the Client is found to be in breach of the terms of this Agreement, the Client  shall at all times hereafter indemnify and keep the Investment Advisor, its affiliates and their directors, officers, employees, representatives and agents (“Indemnified Party”)fully indemnified against all claims, demands, actions, proceedings, losses, damages, costs, charges, expenses, interests and disbursements of any nature whatsoever which the Indemnified Party must pay or incur or suffer or sustain or be liable to pay or incur or suffer or sustain as  a result or consequence, direct or indirect, of such breach.
  2. In no event shall either Party be liable to the other for any indirect, consequential, incidental, speculative or special damages arising from any claim or action hereunder, based on contract, tort or other legal theory, and whether advised of the possibility of such damages.
  3. In no event, Finity, its directors, employees, agents will be liable to You or any third party for any damages, liabilities, losses, and causes of action arising out of or relating to: (i) this T&C; (ii) use of or access to the Platform; or (iii) Your use or inability to use the Services provided through Fisdom Platform; or (iv) any other interactions with Fisdom, or (v) any action or omission caused by any other third party, however caused and whether arising in contract, tort including negligence, warranty or otherwise, beyond or in excess of INR 5000, or the amount applicable as per regulatory guidelines.

 

17. INVALIDITY

The invalidity or enforce ability of any provisions of this Agreements in any jurisdiction shall not affect the validity, legality or enforce ability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforce ability of this Agreements, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

18. NO WAIVER

No forbearance, relaxation, failure or delay by the Investment Advisor in exercising any right, power or privilege hereunder shall operate as a wavier thereof nor shall any single or partial exercises of any other right, power or privilege preclude any other further exercise thereof or the exercise of any other right. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Laws. All rights and remedies given to the Investment Adviser under this Agreements are cumulative and not exclusive of any other rights or remedies, which the Investment Adviser otherwise has.

19. GRIEVANCE AND DISPUTE SETTLEMENT

 

  1. Protection of Act done in Good Faith:

The Client agrees and confirms that no arbitration, suit or other legal proceeding shall be against the Investment Advisor (or its directors, officers, employees, agents, consultant or other representatives) in respect of anything which is in good faith done or intended to be done under this Agreements.

A. Grievance Redressal

  1. All queries and grievances of the Client may be addressed to the grievance redressal officer at Grievance@Finity.com. The Client shall be provided with an acknowledgement within 24 hours of receipt of the grievance or query. The grievance redressal officer shall expeditiously respond or redress the Client’s grievance or query and no later than within 30 days of the receipt of the grievance or query.
  2. Client grievances pertaining to financial products in which investments have been made based on the Investment Advisory Services shall fall within the purview of SEBI and will be addressed to grievance redressal mechanism provided on scores.gov.in.
  3. The Client may also approach the jurisdictional ombudsman for redressal of any grievance. The Investment Advisor, will ensure that the details of the jurisdictional ombudsman is readily available to the Client.

 

  1. Dispute Resolution

Subject to the right of the Client under Clause 19.2(c) any and all claims and disputes arising out of or in connection with this Agreement or its performance, including in relation to fees and charges, or any non-contractual claims arising between the Parties shall be settled by the Parties at the outset by consultation, failing which such claims and disputes shall be referred to the arbitration conducted by an arbitration in accordance with the provision of the Arbitration and Conciliation Act, 1996. In respect of such arbitration:

  1. The cost of such arbitration proceedings shall be borne by the Parties equally.
  2. The arbitration proceedings shall be conducted in English.
  3. The award of the arbitrator shall be final and binding on both the Parties.
  4. The place of arbitration shall be Bangalore or a place specified by the Investment Adviser.

 

20. GOVERNING LAW

This Agreement shall be governed by the Laws of India and the courts of Bangalore, Karnataka shall have exclusive jurisdiction.

21. SEVERABILITY

If, at any time, any provision hereby is or becomes illegal, invalid or unenforceable in any respect under applicable Law, the legality, validity or enforce ability of the remaining provisions hereof under applicable Law shall in no way be affected or impaired thereby. The Parties shall endeavor to replace such unenforceable provision with another provision, which, as far as possible reflects in the original intent of the Parties.

22. FORCE MAJEURE

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

23. ENTIRETY

This Agreement, Schedules and Annexures are the entire agreement recording the broad understanding reached between the Parties in respect to the Advisory Services provided by Finity to the Client through the Platform.

24. RELATIONSHIP

 

  1. Nothing contained in this AGREEMENT shall constitute a partnership between the Parties or authorize any Party to act as an agent of the other.
  2. Neither the relationship between the Client and investment Adviser nor the Investment Advisory Services to be provided by the Investment Adviser nor any other matter shall give rise.to Investment Advisor which would oblige either the Investment Adviser to accept responsibilities more extensive than set out in this Agreements.

Annexure B

Risk Statements

The Client further acknowledges and confirms that he/it is aware:

  1. that all investments in Securities involve the risk of adverse or unanticipated market, financial or political developments which may lead to fluctuation or erosion of values of investments made, which may or may not be predetermined or determinable at the time of giving Investment Advisory Services;
  2. That direct/ indirect investments in the Indian capital market are subject to risks associated with equity linked investments (including risks relating to fluctuation in or erosion of values of investment made);
  3. That investments in real estate and real estate linked product are subject to market risks (including risks relating to fluctuation in or erosion of values of investments made) and other risks (including natural disasters);
  4. of the risks involved in derivatives trading and investing funds in capital and money market instruments;
  5. Mutual fund investments are subject to market risks. Please read the scheme information and other related documents carefully before investing. Past performance is not indicative of future returns. Please consider Your specific investment requirements before choosing a fund, or designing a portfolio that suits Your needs.