Terms & Conditions | Fund Advisor

These User Terms and Conditions (“Terms”) as amended from time to time, govern the access and use of https://advisor.valueresearchonline.com/ (the “Website”) and set forth the special terms and conditions governing the use of the Website and form a legal and binding agreement between Independent Advisors Private Limited (“Operator” / “we”/ “our”/ “us”) and you, the subscriber/beneficiary/registered or unregistered users and/or viewers (“User” / “you” / “your”).

If you do not agree to abide by these Terms, please do not proceed to use the Website or the Services, the continued use of which signifies your acceptance of all the terms and conditions set forth herein.

Clicking “I Agree” below, or using the Website or Services signifies (i) that you have read and accepted all the terms and conditions set forth herein in these Terms pertaining to the Services (defined below) provided by the Operator along with the fee structure and mechanism for charging and payment of fee and (ii) based on your written request to the Operator, an opportunity was provided by the Operator to ask questions and interact with person(s) associated with the investment advice as defined in the SEBI IA Regulations (following the procedure specified by Operator).

You agree to comply with all legal requirements of the jurisdiction in which you are located, and the laws of India with regard to your use of the Website, and you acknowledge that you are entirely responsible for ensuring your own familiarity with such requirements and your own compliance with the same.

The Operator declares, and you hereby agree and acknowledge that:

(a) The Operator shall neither render any investment advice nor charge any fee until you have accepted these Terms.

(b) The Operator shall not manage funds and securities on behalf of you and shall only receive such sums of monies from you as are necessary to discharge your liability towards the fees owed to us.

(c) The Operator shall not, in the course of performing the Services (defined below), hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to you that the investment advice is risk-free and/or not susceptible to market risks and/or that it can generate returns with any level of assurance.

(d) The Operator shall charge a fee for our Services basis the Fixed Fee Mode as prescribed under the SEBI IA Regulations whereunder the fee shall not exceed INR 1,51,000 per annum per User across all Services offered. The mode of fee shall remain fixed till 12 months of onboarding following which a change in mode of Fee may be affected as provided by the Operator as per the SEBI IA Regulations. Please refer to Section 3 below for details of fees charged.

1. APPOINTMENT OF THE INVESTMENT ADVISER

In accordance with applicable laws, the User hereby appoints the Operator to provide the Services (defined below) in accordance with these Terms. The User agrees to appoint the Operator entirely at his/her own risk, and the Operator hereby accepts such appointment to provide the required services as mandated under Regulation 19(1)(d) of the SEBI IA Regulations. Information related to the Operator in its capacity as an investment adviser under the SEBI IA Regulations is provided in Schedule I of these Terms.

2. SCOPE OF SERVICES

2.1. The Operator shall provide the following Services (“Services”) to the Users:
2.1.1. Recommendations on investment products including mutual funds and exchange traded funds.
2.1.2. Goal-based investment advice based on your ability and willingness to take risks, the amount to be invested and the time horizon of the investor.
2.1.3 The Operator shall provide implementation services to its advisory Users, that opt for the implementation services, through direct schemes in the securities market.
2.2. The Services shall be subject to the activities permitted under the SEBI IA Regulations.
2.3. Operator shall act in a fiduciary capacity towards its Users at all times.

3. FEE, BILLING AND REFUNDS

3.1. When subscribing to the paid Services provided by Operator, you will need to provide us with your personal information, such as your name, address, e-mail address, as well as other demographic information like age, gender and annual income. The use of such data collected by Operator is governed by the Operator Fund Advisor Privacy Policy.

3.2. You agree that the payment of fees shall be made through a mode that shows traceability of funds and as prescribed by SEBI. Such modes include account payee crossed cheques, demand drafts or by way of direct credit to the bank accounts through NEFT/RTGS/IMPS/UPI or any other mode specified by SEBI from time to time. However, fees for the Services shall not be accepted in cash.

3.3. By subscribing to the Services offered on the Website you agree to pay the applicable subscription fee for the Services as set out on the Website. Goods and services tax (GST) or other applicable tax may be charged in addition to the subscription fee. Accordingly, you agree that your membership fee or subscription will be billed automatically at the beginning of each renewal period at the then-current rate (plus GST, if applicable) via the UPI ID or through the bank account used in your most recent transaction with us. You will automatically be charged for the membership at the prevailing renewal fee at the time of automatic renewal (if enabled by you) and such fee shall have been notified/ displayed to you, at, or prior to the time of renewal.

3.4. You hereby represent and warrant that you are not dependent on family members to enter into this agreement and further confirm that the investment, if any made by you pursuant to the execution of this agreement will be from your independent financial sources and not that of your family members (i.e. you are not dependent on another individual whose investment advisory or financial resources you depend on). You further confirm, undertake and agree to be charged a fee as an independent User and not within the family of the User.
As provided under SEBI guidelines, solely in case a family member of a User signing on as a single client, the fee shall be charged as once for the User irrespective of the use of the User’s account by their family on the fundamental condition that each of the User’s family signing on using the User’s log-in credentials are the User’s family members who are dependent on the User).

3.5. The Operator may offer multiple subscription plans for the services provided under this Agreement, including but not limited to, quarterly and/or yearly plans. The User can view and select their preferred plan on the Operator’s website/App, where the prevailing fee structure will be displayed, at the time of subscription.
The User will be charged the applicable subscription fee for the chosen plan in advance, at or before the start of each subscription period.
The Operator reserves the right to revise the fee amount, billing frequency, available plans, and/or the mode of charging (such as fixed fee mode or Assets under Advice mode) at its sole discretion. Any such revision shall be intimated to the User in writing, either by way of email or on the Operator’s website/app.
Any revision to the subscription plan, whether initiated by the Operator or by the User, will not require a new agreement between the Operator and the User, and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect. The continuity of subscription by the User upon such revision in the fee structure shall be deemed as the User’s acceptance of the revised fee. The User will be billed at the revised rates.
The User can view their current subscription plan on the Operator’s website/App by clicking here.

3.6. If you do not wish to accept the revised prices, you have the option to terminate your subscription and this service agreement. Instructions for opting out will be provided in the price change notice.

3.7. The fee will be accepted digitally through a third-party payment gateway. A GST invoice will be issued evidencing receipt of payment of fee. SEBI has introduced an optional mechanism for collection of fees by SEBI Registered lAs and RAs from their clients, called ‘Centralized Fee Collection Mechanism (CeFCoM)’. The Operator does not currently participate in the Centralized Fee Collection Mechanism (CeFCom) established by SEBI for fee collection from clients. All fee payments are collected directly by the Operator in accordance with applicable SEBI guidelines.

3.8. The information in this section including the fee structure is effective from September 1, 2023. All fees previously charged against investment advice for the Services subscribed by you shall be as per the previous agreement between you and the Operator.

3.9. You certify that all information you provide is accurate. You also agree to maintain and update your information as necessary so that it remains accurate and current. In the event that any information you provide is inaccurate or not up to date, the Operator reserves the right to cancel your subscription to the Services. Refunds, if any will be processed as per Clause 16 of these terms.

4. YOU BEAR RESPONSIBILITY FOR YOUR FINANCIAL AND INVESTMENT DECISIONS

By your use of our Services, you are agreeing that you bear responsibility for your own investment research and investment decisions. You also agree that the Operator, its directors, its employees, and its agents will not be liable for any investment decision made or action taken by you and others based on news, information, opinion, or any other material published through our Services.

5. VALIDITY

These Terms are valid for as long as the User subscribes to the Services of the Operator.

6. REPRESENTATIONS AND WARRANTIES

6.1. The Operator represents, warrants and declares to the User that the Operator has obtained the relevant consents, applicable licences, authorizations, and permissions as may be required for the purpose of operating the Website, providing the Services and performing its obligations hereunder.

6.2. The Operator represents and warrants that:

6.2.1 It has obtained a certificate of registration from SEBI bearing Registration Number INA100008443 in terms of Regulation 3(1) of the SEBI IA Regulations;

6.2.2 The Principal Officers (as defined in the SEBI IA Regulations) and representatives of the Operator who are rendering investment advice on behalf of the Operator fulfil the minimum qualification and certification requirements as specified under regulation 7(1) and regulation 7(2) of the SEBI IA Regulations at all times;

6.2.3 It complies with the Know-Your-Client (“KYC”) requirements specified by SEBI from time to time and relies upon on the KYC of the User, as per the terms specified in SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011 and circulars issued thereunder;

6.2.4 It shall not provide any distribution services for securities and investment products, either directly or through their group to an advisory User;

6.2.5 The Operator makes disclosures and disclaimers to the Users in terms of Regulation 18 of the SEBI IA Regulations, to enable the Users to take an informed decision in relation to the investment;

6.2.6 The Operator maintains User records in terms of Regulation 19 of the SEBI IA Regulations for a period of five years;

6.2.7 It shall abide by the Code of Conduct as specified in the SEBI IA Regulations;

6.2.8 It shall conduct a yearly audit to ascertain compliance with the SEBI IA Regulations via a member of the Chartered Accountants of India or Institute of Company Secretaries of India.

6.2.9 The investment advice for an investor will be customized to the ability and willingness of the investor to assume risk. This shall be determined through a risk profiling exercise, which seeks to assess the attitude towards risk and possible loss and the willingness to pursue an investment plan, after understanding the underlying risks;

6.2.10 It will take all consents and permissions from the User prior to undertaking any actions in relation to the securities or investment products provided by the Operator;

6.2.11 The Operator shall not seek any power of attorney or authorizations from its Users/clients for the automated (discretionary) implementation of investment advice;

6.2.12 It shall disclose all conflicts of interest as and when they arise and not derive any direct or indirect benefit out of the Users securities/investments, and;

6.2.13 It is carrying on its activities independently, and at an arms-length basis with its related parties. In the event of any conflict, the Operator shall disclose such circumstances to the User as and when they arise.

6.2.14 The Operator may also provide advice on products or services not regulated by SEBI. The Client acknowledges that such non-SEBI-regulated products/services are outside SEBI’s jurisdiction and agrees that SEBI will not be responsible for grievances related to such products/services.

6.2.15 The Operator does not use Artificial Intelligence (AI) tools in providing investment advice. All advice and services are provided by the Operator through human judgment and in-house algorithms.

6.3. The User represents, warrants and declares to the Operator that:

6.3.1 The User has read and understood the terms and conditions of the Website and Services provided by the Operator along with the fee structure and mechanism for charging and payment of fees;

6.3.2 The User has full power, legal capacity and authority to accept these Terms and has taken all necessary permissions, objections, and consents (corporate, statutory, contractual or otherwise) to accept these Terms;

6.3.3 All information and documents pertaining to the User provided to the Operator are true and correct. The User further agrees that the information given to the Operator for arriving at the risk profile of the User as well as for arriving at the advice and the financial plan is true and accurate. The User agrees to promptly inform the Operator in case of any changes in the information/documents provided by the User as long as the User continues to avail Services from the Operator. The Operator shall not be liable for any loss suffered by the User due to the User’s failure to update the Operator as contemplated hereunder;

6.3.4 The acceptance of these Terms by the User and the acts and transactions contemplated do not and will not, with or without the giving of notice of lapse of time or both, violate, conflict with, require any consent under or result in a breach of or default under:

6.3.4.1 any law to which it is subject to; or
6.3.4.2 any order, judgement or decree applicable to it; or
6.3.4.3 any term, condition, covenant, undertaking, agreement or other instrument to which it is a Party or by which it is bound;

6.3.5. The User hereby agrees to provide any and all information and documents, as may be required by the Operator, at its sole discretion, from time to time for satisfying KYC and other requirements;

6.3.6. The User acknowledges that mutual funds are subject to market risks and that past results are not a guarantee of future performance. Yield or performance fluctuates, and past yield or the past performance of mutual funds/Securities should not be considered as an indication or guarantee of future yield or results;

7. RISKS

7.1 The User acknowledges that the User is aware and has understood the risks associated with investing in various asset classes including but not limited to capital and money market instruments including equities, derivatives, mutual fund schemes and other securities.

7.2 The User understands that the value of any investment may rise and/or fall as a result of market changes and agrees that the Operator does not predict the actual performance and/or success of any scheme or guarantee or assure any return either directly or indirectly, from the implementation of any investment advice given as per Clause 2 of these Terms. You understand that the investment advice provided by the Operator to you is subject to various market, currency, economic, political and business risks, and that those investment decisions may not always be profitable. Further, the Operator does not, in any manner:

7.2.1.guarantee payment, redemption and liquidity on any units of mutual funds/securities; or
7.2.2. guarantee the payment of interest or dividend or any other corporate actions; or
7.2.3. make any offer to buy back any units of mutual funds/Securities; or
7.2.4. promise, indicate or guarantee any returns; or,
7.2.5. guarantee any good delivery.

7.3. Except as may otherwise be provided by law, the Operator will not be liable to the User for:

7.3.1. any loss that you may suffer by reason of any investment decision made or other action taken or omitted in good faith by you or any employees, agents, affiliates, group, associates etc., with that degree of care, skill, prudence, and diligence under the circumstance that a prudent person acting in a fiduciary capacity would use;
7.3.2. any loss arising from the Operator’s adherence to your instructions.

7.4. You acknowledge that the investment advice related to securities or other investment products suggested by the Operator is subject to market-related risks, interest rate risks, liquidity risks, risks related to the change in Government policies or applicable laws, and such other risks as may be unforeseen by the Operator.

7.5. The Operator will not be liable for anything bona fide done or omitted to be done or for any loss suffered by you due to acting on such advice or information provided by the Operator. The Operator will not be responsible for the consequences of any bona fide mistake or oversight or error of judgement on the part of any representatives of the Operator or any attorney or agent or any other person appointed by it hereunder.

7.6. You expressly acknowledge that the aforementioned risks are strictly indicative and that other risks may arise in the context of investment in units of mutual funds, derivatives or other securities.

7.7. You understand that the Operator is providing the Services described in Clause 2 of these Terms and you may invest/transact based on such advice received from the Operator as per the User’s own risk perception, investment goals, and financial capability. The User expressly agrees and undertakes not to hold the Operator liable, financially or otherwise, in respect of the aforesaid under any circumstances whatsoever.

7.8 You understand that you are solely responsible for protecting your access credentials and by your sharing your log-in credentials with your family, you as the primary User, will continue to be solely liable to ensure adherence to these Terms.

8. ALTERATIONS AND MODIFICATIONS TO THE WEBSITE & TERMS

8.1 The Operator reserves the unqualified and unlimited right to amend, modify, alter, edit, delete, suspend or discontinue, temporarily or permanently, the Terms and/or Website or any portion thereof and/or the information, statistics, Services, products and/or materials contained and provided on the Website or any part thereof, with or without prior notice for complying with any change in statute, regulation or with the requirements of any competent authority or if required under its own corporate policies.

8.2. You understand and agree that the Operator shall not be liable in any manner whatsoever to you or any third party for any such amendment, modification, alteration, editing, deletion, suspension or discontinuance of the Website. You acknowledge that you will not be entitled to make any claims of any kind and nature whatsoever against the Operator on account of losses or damages of any kind and nature, incurred or suffered by you on account of such change, modification or alteration thereof. You understand and agree that if you access the Website, it shall be deemed that you have read and understood the Terms for all purposes thereof.

8.3. The Operator reserves the right to change these Terms and Disclaimer at any time. Changes once made, will be posted on the Website, and will require Users to either accept such modifications via a clickwrap contract (by clicking ‘I Agree’ on any pop-ups on the Website) or by continued use of the Website, which shall be construed as acceptance of the revisions to the Terms by conduct.

9. THIRD PARTY LINKS

Our Website may contain links to third-party websites or services (including but not limited to https://www.valueresearchonline.com/ and other websites for providing KYC services, payment facilitation, etc.) that are not owned or controlled by the Operator. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services. The Users of the Website understand that such other websites and their contents are neither checked nor monitored by the Operator for accuracy, adequacy, completeness, functionality, timeliness or conformance with applicable laws and regulations and are not liable or responsible in any manner whatsoever for the accuracy, adequacy, completeness, functionality, timeliness and/or the functionality of the information, statements, materials, opinions, products and services contained, provided and posted on such websites or any link contained in a linked website or their conformance with the applicable laws and regulations and make no warranties, of any kind and nature whatsoever, including but not limited to warranties regarding the performance, merchantability and/or fitness for a particular purpose. The Users of the Website understand and agree that the operating procedures and the terms of use of such websites shall become applicable to them upon their gaining access to such other sites. The Operator is also not responsible without limitation for any changes or updates to such websites and inclusion of such links on the Website does not imply any degree of endorsement by the Operator regarding the quality and/or accuracy of information provided or the nature of content of such linked websites.

10. DISCLAIMER OF WARRANTIES AND LIABILITIES

Notwithstanding anything to the contrary contained herein:

10.1. You expressly agree that any use of the Website, including all content, data or software distributed by, downloaded or accessed from or through the Website is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business, your computer system or loss of data that results from the download of such content, data and/or software.

10.2. Except as otherwise provided under applicable laws and regulations regarding the security of personal data, the Operator disclaims any warranty or representation that confidentiality of information transmitted through the Website will be maintained.

10.3. No advice or information, whether oral or written, obtained by you from the Operator or third-parties through the Website shall create any implied or express warranty.

10.4. Reproduction, transfer, distribution, or storage of part or all of the contents in any form without the prior written permission of the Operator is prohibited

10.5. You understand and agree that any action taken or decision made by you based on the information, statements and/or opinions contained, provided, posted, made or expressed on the Website will be taken or made by you at your own risk without any recourse whatsoever to the Operator. The information, statements, opinions and materials contained on the Website are for private use only and not intended for use in any commercial activity or purpose.

10.6. By using the Services, you agree that the Operator, its directors, its employees, and its agents will not be liable for any investment decision made or action taken by you and others based upon reliance on any information we publish. Past results are not necessarily indicative of future performance.

10.7. Under no circumstances will the Operator, its employees, or its agents be liable for direct, indirect, incidental, or any other type of damages resulting from your use or downloading of any material on our Website, even if we have been advised of the possibility of such damages. This includes but is not limited to, loss or injury caused in whole or in part by our negligence or by things beyond our control in creating or delivering the Services or any information provided on our Website.

ALL INFORMATION PROVIDED OR MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED 'AS IS' AND IS INTENDED TO BE USED ON A NON-RELIANCE BASIS. TO THE EXTENT PERMITTED BY LAW THE OPERATOR HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO OUR WEBSITE, OUR SERVICES, ANY CONTENT, TOOLS, OR PRODUCTS, YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SERVICES AND THE ACCURACY AND COMPLETENESS OF ITS CONTENT.

YOU AGREE TO INDEPENDENTLY ASSESS THE RISK FACTORS ASSOCIATED WITH AN INVESTMENT AND EXERCISE INDEPENDENT JUDGEMENT AND/OR SEEK PROFESSIONAL ADVICE SINCE A SPECIFIC TYPE OF INVESTMENT MAY NOT BE SUITABLE FOR ALL INVESTORS. THE OPERATOR SHALL NOT BE LIABLE FOR ANY DEPLETION IN THE VALUE OF THE ASSETS OR NON-PERFORMANCE/UNDERPERFORMANCE OF THE SECURITIES/FUNDS OR ANY OTHER MARKET CONDITIONS.

11. DATA PROTECTION & PRIVACY

The Users of the Website understand and agree that though all reasonable care is taken by the Operator to secure and keep confidential all data and information provided by the Users on the Website or to the Website or through the Website, however, the Operator shall not be liable and shall not be held responsible for unauthorized and illegal access to such data and information by third parties, or owing to any fraud or malfeasance committed by its agents, or misfeasance by contractors engaged by the Operator. You expressly waive their right to make claims and demands of any kind and nature whatsoever, against the Operator on account of any losses or damages whether direct, incidental, special, or consequential incurred or suffered by you are any other User of the Website on account of such unauthorized access to such data and information, whether or not the Operator knew or should have known that such damages might be incurred or suffered, including but not limited to loss of income or profits or market value loss on the sale or purchase of funds and/or securities. In the course of your use of the Website, we will collect certain information from you, (the 'Information') which will be dealt with in accordance with the Privacy Policy available at Privacy Policy.

12. COMMUNICATIONS

By accessing or downloading the Value Research Advisor App and/or registering yourself at https://advisor.valueresearchonline.com/ website, you hereby consent and authorise the Operator to collect and share your information with its group companies in so far as required for any kind of electronic communication which includes but is not limited to marketing purposes/offering products and services/value-added services/updates regarding products and services/promotional offers etc. via E-mail/phone/SMS/RCS (Rich Communication Service)/WhatsApp/push notifications etc. You retain the option to unsubscribe or opt-out from receiving such communications at any time by clicking on the Unsubscribe link in any such email you receive from us or by writing to us at [email protected] .

13. TRADEMARK AND COPYRIGHT PROTECTION

The Users of the Website understand and agree and are put to notice that unless otherwise indicated, the Website and its text, content, layout, design, graphics, compilation and other matters related to this Website are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to intellectual property) rights and are the property of the Operator or the material is included on the Website with the permission of the owner of such rights and is protected pursuant to copyright and trademark laws. The Users are prohibited from reproducing, transmitting, disseminating, copying, downloading, modifying, displaying, selling, publishing, broadcasting, or circulating the information and materials contained in the Website in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise without the express prior written consent of the Operator.

14. END-USE RESTRICTIONS

You agree not to directly, or indirectly:

14.1. copy, rip or capture, or attempt to copy, rip or capture, any content from the Website or any part of the Website or use the Website any way that is designed to create a separate service that replicates any part of the Website’s offering, or;

14.2 employ scraping or similar techniques to aggregate, repurpose, disseminate, republish or otherwise make use of any content from the website, or;

14.3. employ any techniques or make use of any services, automated or otherwise, designed to alter or modify your activity on the Website, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means, nor offer or promote the availability of any such techniques or services to any other users of the Website, or;

14.4. circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to content on the Website, or;

14.5. alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Website or any content appearing on the Website or offered by the Operator via the Services (other than your content), or;

14.6. copy or adapt the object code of the Website or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Website, or;

14.7. commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation, or;

14.8. rent, sell or lease access to the Website, or any content on the Website, nor allow others to access your account or the Services, or the Website via your account login credentials, or;

14.9. impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, or;

14.10. exploit, threaten, abuse or otherwise harass another user, nor use or attempt to use another person's account, password, or other information, unless you have express permission from that other person, or;

14.11. sell or transfer, or offer to sell or transfer, any account to any third party without the prior written consent of the Operator, or;

14.12. collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping, or;

14.13. violate, circumvent or attempt to violate or circumvent any data security measures employed by the Operator, or;

14.14. access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of the Operator’s servers, system or network or attempt to breach Operator’s data security or authentication procedures or attempt to interfere with the Website or the services by any means.
The Operator reserves the right to investigate any situation that appears to involve any of the aforementioned cases, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any Users who have participated in the violations mentioned above.
You agree to comply with the aforementioned conditions at all times during your use of the Website and Services therein and acknowledge and agree that the Operator has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms set out in these Terms. This may also include taking court action and/or reporting offending users to the relevant authorities.

15. TERMINATION

15.1 The User agrees to be bound by these Terms so long as the User continues to avail of Services from the Operator. However, these Terms may be terminated under the following circumstances:

15.1.1. Voluntary or mandatory termination by the Operator at its discretion.
15.1.2. Voluntary or mandatory termination by the User, subject to Clause 16.
15.1.3. Upon suspension or cancellation of the Operator’s registration by SEBI.
15.1.4. Any action taken by a regulatory body and/or government authority.

15.2. In the event of voluntary termination, the party terminating these Terms shall provide the other party with thirty (30) days prior written notice.

15.3. In case the certificate of registration of the Operator is suspended, the User may terminate the agreement.

15.4. Upon termination of these Terms, Operator will cease providing Services to the user on an immediate basis.

16. REFUND AND CANCELLATION POLICY

Independent Advisors Private Limited (“Operator”) does not have a refund policy towards the fee of one quarter and may refund the remaining fee (over and beyond a quarter's fee) in case the service subscribed by the User extends for more than one quarter. Provided, the User is required to apply for a refund through a written request at [email protected] from the User’s email ID registered with us. The User acknowledges that the User is required to give one month's notice to us prior to cancellation and during such notice period, the fee for that one month shall be deducted from the refund amount due to the User. If applicable, the refund will be credited to the user’s bank account within 5–7 working days, subject to the processing timelines of the respective bank.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof shall be referred to arbitration under Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by an arbitral tribunal comprising of three arbitrators such that one arbitrator is appointed by the Operator, the second arbitrator is appointed by the User and the third and presiding arbitrator is mutually appointed by the two arbitrators. The seat and venue of the arbitration shall be New Delhi and the arbitration proceedings shall be conducted in English.

17.2. Subject to Clause 17.1 above, you agree that all claims, differences and disputes arising under or in connection with or in relation hereto the Website or the Services or these Terms or any transactions entered into on or through the Website shall be referred to the exclusive jurisdiction of the courts at New Delhi, India and you hereby accede to and accept the jurisdiction of such courts.

18. GRIEVANCE REDRESSAL

18.1. The Operator has in place a dedicated system for addressing all complaints regarding service deficiencies or causes for grievance, for whatever reason, in a reasonable manner and time. In case the User is not satisfied with the services provided by Operator, the User may raise his/her grievance with the Operator by sending an email to [email protected].. The assigned relationship manager would act as the interface between Operator and the User and will make the best efforts to resolve the User’s grievance satisfactorily within a period of 30 (thirty) days.

18.2. In the event that the assigned relationship manager is unable to resolve the grievance within the timeline stipulated above or the User is not satisfied with the manner of resolution, the User may escalate his/her grievance by sending an email to Operator’s compliance officer, [email protected]. with the details of the original grievance raised by the User, the steps taken by the relationship manager to resolve the grievance, and the reason why the User is not satisfied with the resolution.

18.3. Upon receipt of the grievance by the compliance officer, the compliance officer shall take best efforts to resolve the same within a reasonable time period. Operator, on receipt of any such grievances, shall be responsible to take prompt action to redress the same within 21 (twenty-one) calendar days from the receipt of the grievance or other timelines specified under the applicable law.

18.4. In the event that the compliance officer is unable to resolve the grievance raised by the User within a reasonable time, the case can be referred to the Arbitration and both the parties agree to undertake online conciliation and/or online arbitration by participating in the ODR Portal and/or undertaking dispute resolution in the manner specified by SEBI.

19. DEATH OR DISABILITY OF A USER

In the event of death, disability of a User and on receipt of notice in writing of such an event, Operator shall cease providing Services to such a User and the Terms shall stand terminated with effect from the date of notification of such an event.

20. MAINTENANCE OF ACCOUNTS AND CONFIDENTIALITY

20.1. Operator is responsible for the maintenance of User accounts and data as mandated under the SEBI IA Regulations.

20.2. The Operator shall not divulge any confidential information about the User, which has come to its knowledge, without taking prior permission of its User, except where such disclosures are required to be made in compliance with any law for the time being in force.

20.3. The Operator shall not enter into transactions on its own account which is contrary to its advice given to its Users for a period of fifteen (15) days from the day of such advice so along as the User and the Operator have similar financial positions and investment objectives. If, during the fifteen (15) day period, the Operator is of the opinion that the situation has changed, then it may enter into such a transaction after giving such revised assessment to the User at least 24 hours in advance of entering into such transaction. However, the obligations contained in this clause do not apply to the Operator so long as the Operator is providing differing advice to Users who have dissimilar financial positions and investment objectives.

21. FORCE MAJEURE

You hereby agree and acknowledge that the Operator shall not be responsible for any delay, default or failure of performance in respect of our contracted obligations or in the delivery of the Services due to any natural calamities, or contingencies beyond our control including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply, computer hacking, computer crashes or acts of the government or regulatory authorities. In the event of equipment breakdowns beyond its control, the Operator shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

22. WAIVER

The failure of the Operator to enforce any provision of these Terms and the Disclaimer shall not be deemed a waiver of such provision nor of the right to enforce such provision.

23. ENTIRE UNDERSTANDING AND SEVERABILITY

These Terms contain the entire understanding between the Users of the Website and the Operator with respect to this Website and supersede all prior understandings (written or verbal), representations and negotiations and shall not be modified or affected by any course of dealing or course of performance. In case any provision(s) of the Terms is declared invalid or unenforceable for any reason whatsoever, by a court of competent jurisdiction, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect.

24. ACCOUNT AGGREGATOR TERMS OF USE

An Account Aggregator(“AA”) is an entity regulated by the Reserve Bank of India with an NBFC-AA license that helps an individual securely and digitally access and share information from one financial institution (Financial Information Provider or FIP) they have an account with to any other regulated financial institution (Financial Information User or FIU) in the Account Aggregator network.

By agreeing to the terms and conditions, you also agree to the Account Aggregator Ecosystem Participation Terms, which is available at https://sahamati.org.in/participation-terms/ These terms govern your use of the Account Aggregator services, and you are requested to review these terms before accepting the same.

You acknowledge and understand that IAPL participates in the Sahamati Account Aggregator Ecosystem in the capacity of a Financial Information User (“FIU”). Sahamati AA Ecosystem is comprised of Participants and You as the “Customer” which is designed to facilitate the consented flow of Data from FIPs to FIUs as enabled by AAs.

IAPL has engaged with Protean Account Aggregator Limited who shall provide the Account Aggregator(“AA”) services on IAPL’s Platforms

You authorise IAPL to access and retrieve your financial information from various FIPs (banks, NBFCs, AMCs etc) via Account Aggregators. You understand and agree that IAPL will utilise this data for the purposes of providing you services as mentioned in Terms & Conditions.

You agree to allow recognised FIPs to securely transfer your data to the account aggregators and share such data with IAPL once the AA obtains a valid consent request as required by AA Ecosystem Terms.

In the event, you decline your consent, the AA will convey information of such decline to IAPL, and accordingly no transfer of Data will take place.

IAPL shall only retain the data for as long as it is necessary to fulfil the purpose save and except as required as per applicable laws.

You agree and acknowledge that Data through the AA Ecosystem is on an “as is” and “as available” basis only, and you disclaim any warranty or assurance as to the completeness or accuracy of any Data transferred and any reliance that may be placed on such Data.

We are entitled to take appropriate action to prevent harm to the Sahamati AA Ecosystem, including but not limited to, disabling or suspending your account in order to prevent unauthorised access to your account. IAPL shall not be held responsible for any loss or damage that may arise due to a Customer’s account being disabled or suspended for any reason or due to unauthorised use of your account.

You Agree to indemnify and hold IAPL and any of its representatives, business partners, subsidiaries, successors, assigns, authorised third parties and/or affiliates harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages, and costs arising out of or due to Your access to or use of the AA Ecosystem, or any infringement of these Terms.

Most Important Terms and Conditions (MITC)

As mandated by SEBI Circular No. [ SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/19], dated February 17, 2025, the following key terms and conditions form an integral part of this Agreement:

1. The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client’s behalf.

2. The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.

3. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the IA.

4. Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to the client with SEBI for grievances related to such products/services or services of IA in respect of such products/services.

5. This agreement is for the investment advisory services provided by the IA and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent.

6. The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients).

Note:

(I) The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client.

(II) The IA may change the fee mode at any time with the client’s consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client.

(III) The fee limits do not include statutory charges.

(IV) The fee limits apply only for investment advice related to securities under purview of SEBI.

(V) The fee limits do not apply to a non-individual client / accredited investor.

7. IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is maximum one year. In case of pre-mature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. However, IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.

8. Fees to IA may be paid by the client through any of the specified modes like cheque, online bank transfer, UPI, etc. Cash payment is not allowed. Optionally the client can make payments through Centralized Fee Collection Mechanism (CeFCoM), managed by BSE Limited (i.e. currently recognized IAASB).

9. The IA is expected to know the client’s financial details for providing services. Hence, the client is required to share the financial information (e.g. income, existing investments, liabilities, etc.) with the IA.

10. The IA is required to carry out the client’s risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided will be in line with the assessed risk profile. IA shall also communicate the assessed risk profile to the client.

11. As part of conflict of interest management, the client or the client’s family members will not be provided any distribution services by IA or any of its group entity/ family members. IA shall, wherever available, advice direct plans (non-commission based) of products only.

The IA shall endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.

12. For any grievances,

Step 1: The client should first contact the IA using the details on its website or following contact details:

Step 2 : If the resolution provided by IA is unsatisfactory the client can lodge grievances through SEBI’s SCORES platform at www.scores.sebi.gov.in

Step 3: If the client remains dissatisfied with the outcome of the SCORES complaint,the client may consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in

13. The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of IA or assure returns to the client.

14. Clients are required to keep contact details, including email id and mobile number/s updated with the IA at all times.

15. The IA shall never ask for the client’s login credentials and OTPs for the client’s Trading Account, Demat Account and Bank Account. Never share such information with anyone including IA.