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WITH RESPECT TO ITORS SERVICES, IT IS HEREBY AGREED BETWEEN THE STOCK BROKER AND
CLIENT as follows:
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1. Definitions:
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1.1. In this Agreement (including the Recitals above), unless the context
otherwise requires the following words shall have the following meanings:-
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(i) "the Exchange" means "The Bombay Stock Exchange Limited and/or National
Stock Exchange of India Limited" and includes a segment of the Exchange.
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(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.
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(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 Member-brokers over the internet.
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(iv) "ITORS Account Application" means the application submitted by the Client
to the Member to permit the Client to avail of the Member’s ITORS Service.
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(v) "ITORS Service" or "Service" means the service offered by the Member
to its clients through ITORS whereunder the clients can route their orders for purchase,
sale and other dealings in securities through the Member’s ITORS System.
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(vi)"Member’s ITORS System" or "Member’s ITORS WebSite" means the web site
hosted by the Member on the internet through which the Member offers the ITORS Service
and includes the hardware and software used for hosting and supporting the WebSite.
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(vii)“ITORS Members means the Stock Exchange, BSE LTD Mumbai is not in any manner answerable, responsible or liable to any person or persons for any acts of omission or commission, errors, mistakes and/or violation, actual or perceived, by us or our partners, agents, associates etc., of any of the Rules, Regulations, Bye-laws of the Stock Exchange, Mumbai, SEBI Act or any other laws in force from time to time. The Stock Exchange, Mumbai is not answerable, responsible or liable for any information on this Website or for any services rendered by our employees, our servants, and us.
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(viii)"Password" means an alphanumeric code used by the Client to validate
his/her username and access the Service.
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(ix)"SEBI" means the Securities & Exchange Board of India.
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(x)"Username" means an alphanumeric login identification used by the Client
for accessing the Service.
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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.
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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.
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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.
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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.
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2. AGREEMENT TO PROVIDE AND AVAIL OF THE ITORS SERVICE:
The Member agrees to provide the Member’s ITORS Service to the Client, and the Client
agrees to avail of the Member’s ITORS Service, on and subject to the terms and conditions
of this Agreement, the Exchange Provisions and the terms of the Member’s ITORS Web
Site.
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3. USER NAME AND PASSWORD:
The Member agrees to provide the Member’s ITORS Service to the Client, and the Client
agrees to avail of the Member’s ITORS Service, on and subject to the terms and conditions
of this Agreement, the Exchange Provisions and the terms of the Member’s ITORS Web
Site.
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3.1 The Client will be entitled to a username and password, which will enable
him to access the Member’s ITORS System for availing of the Service.
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3.2 The Client is aware that the Member’s ITORS System itself generates the
initial password and that the Member is aware of the same. The Client agrees and
undertakes to immediately change his initial password upon receipt thereof.
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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 Member’s ITORS System using
the Client’s Username and/or Password whether or not such person was authorised
to do so.
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3.4 The Client shall immediately inform the Member of any unauthorised use
of the Client’s Username or Password with full details of such unauthorised use
including the date of such unauthorised use, the manner in which it was unauthorisedly
used, the transactions effected pursuant to such unauthorised use, etc.
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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
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 Member’s ITORS System on
the Client’s Username in any manner whatsoever.
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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.
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3.7 Without prejudice to the provisions of Clause 3.5, the Client shall immediately
notify the Member in writing with full details if :
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(i) he discovers or suspects unauthorised access through his Username, Password
or account,
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(ii) he notices discrepancies that might be attributable to unauthorised
access,
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(iii) he forgets his password or
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(iv) he discovers a security flaw in the Member’s ITORS System.
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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
unauthorisedly changed by some other person or for any other reason then the Client
shall immediately request the Member in writing to discontinue his old Password;
and thereupon the Member shall cause the Member’s ITORS System to discontinue the
use of the Client’s old Password and the 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 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.
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4. TRANSACTIONS AND SETTLEMENTS:
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4.1 All orders for purchase, sale or other dealings in securities and other
instructions routed through the Member’s ITORS System via the Client’s Username
shall be deemed to have been given by the Client.
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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.
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4.3 The Member may from time to time impose and vary limits on the orders
that the Client can place through the 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 Member may
need to vary or reduce the limits or impose new limits urgently on the basis of
the Member’s risk perception and other factors considered relevant by the Member,
and the Member may be unable to inform the Client of such variation, reduction or
imposition in advance. The Client agrees that the Member shall not be responsible
for such variation, reduction or imposition or the Client’s inability to route any
order through the Member’s ITORS System on account of any such variation, reduction
or imposition of limits. The Client understands and agrees that the 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 Member.
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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 Member’s
ITORS System, the Member shall not be liable for any delay in the execution of any
order or for any resultant loss on account of the delay.
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4.5 The Client agrees that the 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.
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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 Member’s ITORS System.
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5. MARGIN:
The Client agrees and undertakes to immediately deposit with the Member such cash,
securities or other acceptable security, which the Member may require as margin.
The Client agrees that the Member shall be entitled to require the Client to deposit
with the Member a higher margin than that prescribed by the Exchange. The Member
shall also be entitled to require the Client to keep permanently with the Member
a margin of a value specified by the Member so long as the Client desires to avail
of the Member’s ITORS Service.
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6. CANCELLATION REQUESTS:
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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.
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6.2 The Client shall not be entitled to presume an order as having been executed
or canceled until a confirmation from the Member is received by the Client.
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6.3 The Exchange may anull a trade suo-moto without giving a reason therefor.
In the event of such anullment, the Member shall be entitled to cancel the relative
contract(s) with the Client.
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7. BROKERAGE, COMMISSIONS AND FEES:
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7.1 The Client agrees to pay the 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 Member.
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7.2 A schedule of brokerage, fees and commissions, applicable service and
other taxes and other transaction expenses shall be provided by the Member to the
Client from time to time upon request by the Client.
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8. CONFIRMATIONS:
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Online confirmation will be available to the Client upon execution or cancellation
of an order placed by him through the 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.
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9. INVESTMENT ADVICE:
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9.1 The Client acknowledges that the Member shall not be liable to provide
him with any legal, tax, investment or accounting advice or advice regarding the
suitability or profitability of a security or investment.
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9.2 The Client also acknowledges that the 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 Member or any of its employees.
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9.3 The Client agrees that in the event of the Member or any employee or
official of the Member providing any information, recommendation or advice to the
Client, the Client may act upon the same at the sole risk and cost of the Client,
and the Member shall not be liable or responsible for the same.
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9.4 The Client assumes full responsibility with respect to his investment
decisions and transactions.
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9.5 The Member, its officers, directors, partners, employees, agents and
affiliates will have no liability with respect to any investment decisions or transactions
of the Client.
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10. SUPPLEMENTAL TO MAIN MEMBER – CLIENT AGREEMENT:
This Agreement is supplemental to, and does not supersede, the Main Member-Client
Agreement. Save and except as modified expressly or by implication by this Agreement
the Exchange Provisions or the terms of the Member’s ITORS WebSite, the provisions
of the Main Member-Client Agreement shall apply mutatis mutandis to the extent applicable
to dealings between the Member and the Client pursuant to or otherwise relating
to the Member’s ITORS Service.
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11. REPRESENTATIONS AND WARRANTIES OF CLIENT:
The Client represents and warrants to the Member that:
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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 Member has agreed to provide the Member’s ITORS Service to the Client on the
basis, inter alia, of the statements made in the Client’s ITORS Account Application.
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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 Member’s ITORS Service may at any time be unavailable without further notice.
The Member and the Exchange do not make any representation or warranty that the
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 Member on account of any suspension, interruption, non-availability or malfunctioning
of the Member’s ITORS System or Service or the Exchange’s service or systems for
any reason whatsoever.
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11.3 The Client has the required legal capacity to, and is authorised to,
enter into this Agreement and is capable of performing his obligations and undertakings
hereunder.
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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.
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11.5 The Client shall abide by the Exchange Provisions and the terms of the
Member’s ITORS WebSite in force from time to time.
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11.6 Any instructions given by an authorised representative of the Client
to the Member (or to the Member’s representative) shall be binding on the Client.
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12. REPRESENTATIONS AND WARRANTIES OF THE MEMBER:
The Member represents and warrants to the Client that :- The Member’s ITORS System
has been approved by the Exchange. Where the ITORS system has not been approved
by the Exchange, the Member has applied/ proposes to apply to the Exchange to approve
the said ITORS System and the Member will commence the Member’s ITORS Service only
after the Exchange has approved the Member’s ITORS System.
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13. MARKET DATA:
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13.1 The Client understands that the Exchange asserts a proprietary interest
in all of the market data it furnishes, directly or through the 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 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.
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13.2The 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.
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14. NOTICES:
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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
Member at : To the Client at:
Name of the person concerned :
Address : 5 Natwar chamber, 1st Flr,
94 Nagindas Master Road,
Fort, Mumbai - 400 001
Tel. 022 - 40324300,
Fax. 022 - 30284340
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 Member and the Client may be communicated orally.
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15. EXTRAORDINARY EVENTS:The 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 Member’s control.
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16. AMENDMENT TO AGREEMENT: The Client understands and agrees that the Member
may discontinue his ITORS Service in part or in its entirety and change the terms
of the Service (including the terms on the Member’s ITORS Website) at any time and
from time to time, without prior notice.
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17. TERMINATION OF AGREEMENT:
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17.1 The Client agrees that the 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 Member
to give advance notice of such termination or suspension to the Client.
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17.2 The Client may at any time terminate this Agreement by not less than
seven days notice to the Member, provided that unless the 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 Member.
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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.
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17.4 The provisions of Clauses 14, 20 and 21 of this Agreement shall survive
the termination of this Agreement.
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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.
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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.
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20. LAW AND JURISDICTION:
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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.
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20.2 This Agreement and all contracts and transactions between the 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.
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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.
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