In consideration of the mutual understanding as set forth, in MEMBER
CLIENT agreement, the parties hereto have agreed to the following terms
1. GENERAL TERMS AND CONDITIONS GOVERNING THE SERVICE
A) COMPLIANCE WITH LAWS
i The provisions of this agreement and all transactions that are
carried out by and on behalf of the CLIENT, shall always be subject to
Government notifications, any rules, regulations, guidelines and circulars
issued by CLIENT SSEBI and Rules, Regulations and Bye laws of the Exchange
that may be in force from time to time and their Clearing Houses, if any,
on which such transactions are executed and / or cleared by the MEMBER
that may be in force from time to time, the Reserve Bank of India and
the CLIENTS NSDL and CLIENTS CDSL, the Securities Contracts Regulation
Act and the rules made thereunder, and any other applicable statutory
provisions and / rules or regulations. The MEMBER is under no obligation
to inform the CLIENT of changes in these rules, regulations or guidelines.
ii In case where the CLIENT is a Non resident ,Indian ,he
agrees to abide by Foreign Exchange Management Act and rules and regulations
issued thereunder from time to time.
iii The CLIENT hereby authorises the MEMBER to take
all such steps on the CLIENT's behalf as may be required or advisable
in the MEMBER 's opinion for compliance with the Exchange provisions
or any other law or provisions or to complete or settle any transactions
entered into through or with the MEMBER or executed by the MEMBER
on behalf of the CLIENT. However, nothing contained herein shall
oblige the MEMBER to take such steps.
iv In addition to the specific rights set out in this agreement
the MEMBER and the CLIENT shall be entitled to exercise any other rights
which the MEMBER or the CLIENT may have under the Rules, Byelaws and Regulations
of the Exchange and circulars issued there under or Rules and Regulations
v Unless otherwise agreed in writing by the MEMBER, the MEMBER
and the CLIENT shall in no circumstances be considered as persons acting
in concert or as persons co-operating with each other (directly or indirectly)
or as persons having a common objective or purpose of substantial acquisition
of shares or voting rights or gaining control over any company, whose
shares are purchased by the MEMBER for and on behalf of and on account
of the CLIENT pursuant to this Agreement
The CLIENT shall ensure that he / it is eligible to enter into
this agreement. The CLIENT having agreed to enter into this agreement
shall be deemed to have satisfied himself/itself with regard to eligibility
in this respect.
C) CHANGE IN INFORMATION :
i The CLIENTS CLIENT agrees to immediately notify the MEMBER in
writing if there is any change in the information in the CLIENT registration
form provided by the CLIENTS CLIENT to the MEMBER at the time of opening
of the account or at any time thereafter.
ii The CLIENT agrees to immediately furnish information to MEMBER
in writing, if any, winding up petition or insolvency petition has been
filed or any winding up or insolvency order or decree is passed against
him or any garnishee order has been served upon him in respect of his
obligations by a bank or decree or award is passed against him or if any
litigation which may have material bearing on his capacity has been filed
D) ACTING AS A SUB BROKER
The CLIENT agrees that he will not act as a SubBroker without prior written
permission of the MEMBER and without obtaining certificate of registration
from CLIENTS SEBI.
The CLIENT agrees that all investments and disinvestment decisions
are based on the CLIENT'S own evaluation of financial circumstances
and investment objectives. This extends to any decision made by the CLIENT
on the basis of any information that may be made available by the MEMBER
through its website www.kotaksecurities.com or through any other media.
The CLIENT will neither hold, nor seek to hold the MEMBER
or any of its officers, directors, employees, agents, subsidiaries ,affiliates
or business associates liable for any trading losses ,costs or damage
incurred by the CLIENT consequent upon relying on investment information
,research opinion or advice or any other material / information provided
by the MEMBER. The CLIENT is aware that any information
provided by the MEMBER through any medium based on the research
of the MEMBER or other external sources is subject to normal variations
in the stock market and is merely an estimation of the availability or
otherwise of certain investments, and the MEMBER shall not be deemed
to have assumed responsibility for any such information. The CLIENT
should seek independent professional advice regarding the suitability
of any investment decision.
F) DEMATERIALISED SECURITIES:
All orders made by the CLIENT shall only be in securities compulsory traded
in the dematerialised form. All deliveries of securities made by or to
the CLIENTSCLIENT shall only be in the dematerialised form.
G) TRANSACTION ORDER SYSTEM :
The CLIENT shall transmit his/its orders to the MEMBER
through the internet over the MEMBER's web site, or through telephone
(as per the predefined procedure of forwarding the order through a phone
broking executive) or in such other manner as the MEMBER may permit.
H) PHONE BROKING SERVICES :
(i) The CLIENT is aware that the MEMBER offers to its CLIENTS
who are registered on the online trading system, phone broking services
for placing the securities dealing orders through phone broking executives
over predesignated telephone numbers. The CLIENT can place securities
dealing orders through telephone by confirming his User I.D. allotted
to him. The CLIENT shall ensure proper safeguard of the user I.D.
allotted to him and keep his personal details confidential. The CLIENT
shall immediately notify the MEMBER in writing, delivered via e
mail and Registered AD, if the CLIENT becomes aware of any loss,
theft or unauthorised use of the CLIENT account user I.D. or any
failure by the CLIENT to receive an accurate written confirmation
of the execution of an order including the contract note for the same;
or any receipt by the CLIENT of confirmation of an order and /
or execution which the CLIENT did not place, or any inaccurate
information in the CLIENT's account balances, securities positions,
or transactions history. In case where the CLIENT notifies such
loss, theft or unauthorised use of the CLIENT 's user id. to the
MEMBER, the MEMBER shall suspend the use of the Account
of the CLIENT. However, the CLIENT shall be responsible
and liable for all transactions that are carried out by the use of the
CLIENT user i.d. and personal details. When any of the above circumstances
occur, neither the MEMBER nor any of its officers, directors, employees,
agents, affiliates or subsidiaries will have any responsibility or liability
to the CLIENT or to any other person whose claim may arise through
the CLIENT with respect to any of the circumstances described above.
(ii) In case of phone broking ,the CLIENT shall ensure the availability
of funds and securities in his/ her / its accounts intimated to the MEMBER,
required for meeting his/her/its pay in obligations, at the time of placing
order through phone broking executive. The MEMBER shall not be
responsible for any claim, loss damage arising out of non availability
/ shortage of funds / securities in the CLIENT's accounts for meeting
the pay in obligation.
I) AUTHORISED PERSON:
(i) The instructions issued by an authorized representative, if any,
of the CLIENT shall be binding on the CLIENT in accordance
with the communication authorizing the said representative to deal on
behalf of the said CLIENT. In the event of authorized representative
being replaced it shall be the responsibility of the CLIENT to
inform the MEMBER of the change, in writing, failing which the
CLIENT shall be responsible for the trade obligations arising out
of the actions of both the old representative as well as the new representative.
(ii) If any transaction(s) under this agreement or under any other agreement
or otherwise with the MEMBER, has / have been executed on behalf
of the CLIENT by any other person, not mentioned above and the
same has / have been accepted by CLIENT from time to time on the basis
of the contract note(s) / bills / any other correspondence dispatched
/ communicated to the CLIENT by the MEMBER and / or by part or full settlement
of the said transaction(s) by the CLIENT, then such transaction(s) shall
be deemed to be executed by the person authorised by the CLIENT and the
CLIENT hereby agrees to ratify and accept all such or other actions of
such persons and undertakes to meet all obligations arising from these
2. RISK DISCLOSURE
The MEMBER declares that it has brought the contents of the risk disclosure
document to the notice of CLIENT and made him aware of the significance
of the said document and the CLIENT has read, understood, appreciated
and signed the risk disclosure documents of the Exchange and has retained
a copy thereof.
The CLIENT agrees and declares as follows, that:
(a) The CLIENT has read and understood the risks involved in trading
on the stock exchange.
(b) He shall be wholly responsible for all his investment decisions and
(c) The failure of the CLIENT to understand the risk involved or the
failure of a MEMBER to explain the risk shall not render a contract as
void or voidable and the CLIENT shall be and shall continue to be responsible
for all the risks and consequences for entering into trades in the segments
in which the CLIENT chooses to trade.
(d) The CLIENT shall deposit with the MEMBER such monies, securities
or other property, which may be required to open and / or maintain his
account with the MEMBER.
(e) All monies, securities or other property which the MEMBER may hold
on CLIENT's account shall be held subject to a general lien for the discharge
of CLIENT's obligations to the MEMBER..
(f) The CLIENT is liable to pay applicable initial margins, withholding
margins , special margins or such other margins as are considered necessary
by the MEMBER or the Exchange or as may be directed by SEBI from time
to time as applicable to the segment(s) in which the CLIENT trades. The
MEMBER is permitted in its sole and absolute discretion to collect additional
margins (even though not required by the Exchange, Clearing House/Clearing
Corporation or SEBI ) and the CLIENT shall be obliged to pay such margins
within the stipulated time.
(g) Payment of margins by the CLIENT does not necessarily imply complete
satisfaction of all dues. In spite of consistently having paid margins
,the CLIENT may , on the closing of its trades , be obliged to pay ( or
entitled to receive ) such further sums as the contract may dictate /
(h) The CLIENT shall not, acting alone or in concert with others, directly
or indirectly, hold and control excess number of permitted Derivatives
contracts as fixed from time to time by the Exchanges.
(i) The CLIENT shall not exercise a long or short position where, acting
alone or in concert with others, directly or indirectly the CLIENT will
have exercised in excess of the number of permitted futures contracts
as may be fixed from time to time by the Exchange.
(j) The CLIENT authorises the MEMBER at the discretion of the MEMBER,
should the MEMBER deem it necessary for the MEMBER's protection to buy,
sell or close out any part or all of the derivative contracts held in
the CLIENT's account with the MEMBER. Any or all such incidental expenses
incurred by the MEMBER shall be reimbursed by the CLIENT.
3. CONDITIONS GOVERNING TRADING IN SECURITIES OTHER THAN ON THE FLOOR
OF THE STOCK EXCHANGE:
i) The CLIENT undertakes to read all the relevant offer documents and
terms and conditions of all schemes of all mutual funds, other securities
including Initial Public Offerings, Rights Issue , Buy Back Offers, etc.
offered through its website; before entering into any transactions through
ii) The MEMBER or the concerned Mutual Fund / Issuer or their respective
registrars shall entertain ONLINE transactions requests and / or requests
made through telephone in the manner provided under this agreement.
iii) For change of address and personal details of the CLIENT, the CLIENT
shall send a letter or fax to the MEMBER signed by all the co- holders.
iv) The CLIENT is requested to check up the personal and bank related
details provided by him. Neither the MEMBER nor any of the Mutual Funds
/Issuers chosen shall accept any liability which may arise as a consequence
of the erroneous information provided by the CLIENT.
v) In case of Mutual Fund, the units of schemes shall be allotted, redeemed
or switched, as the case may be, at the Net Asset Value prevalent on the
date of the application , if the application for purchase , redemption
or switch is received by the Fund before the cut off time as specified
on the web site and consistent with terms of the Scheme. The MEMBER shall
take all necessary action to ensure that the NAV allotted is the NAV applicable
on the date of the transaction. However the MEMBER shall not be liable
for any loss that may arise to the CLIENT as a result of the correct NAV
not being allotted to the CLIENT's transactions on the web site. Any request
falling due on holiday would be processed on the next business day and
respective NAV would be applicable as per the Mutual Funds offer documents.
vi) In case of other securities, the order for purchase, sell, offer
under Buy Back etc. shall be accepted by the MEMBER only if the same is
received by the cut off date as indicated on the website and consistent
with the terms of the offer.
vii) The CLIENT can view his/her /its transactions on the web site. The
physical copy of the transactions statement or the account statement shall
be sent only on request to the CLIENT.
viii) The MEMBER does not accept any liability for delay in processing
time at the Mutual Fund's / Issuer or Registrars' end.
ix) It is explicitly stated herein that the Mutual Fund schemes / Offer
Documents / other schemes offered by the MEMBER, have not been recommended
by the MEMBER.
x) Neither the MEMBER, nor any of the Mutual Funds / nor the Issuer shall
be liable for any failure to perform its obligations, to the extent that
such performance has been delayed, hindered or prevented by systems failures,
network errors delay or loss of data due to above and in circumstances
of acts of God, floods, epidemics, quarantine, riot or civil commotion
xi) The MEMBER shall provide its services on a best efforts basis. However
the MEMBER shall not be liable for any failure or for any loss ,damage
or other costs arising in any way out of :
a System failure including failure of ancillary or associated systems,
or fluctuation of power, or other acts of God/force maejure;
b Accident, transportation, neglect, misuse, errors, frauds of the CLIENT's
or agents or any third party, or
cAny fault in any attachments or associated equipments of the CLIENT;
d Any incidental, special or consequential damages including without
limitation of loss of profit .
4. EXPOSURE LIMITS
The CLIENT agrees to abide by the exposure limits, if any, set
by the MEMBER or by the Exchange or Clearing Corporation or SEBI
from time to time.
5. POWER OF ATTORNEY
i Bank Account
If the CLIENT executes a power of attorney in relation to the operation
of its Bank account, the MEMBER is hereby authorised to directly operate
the Bank account of the CLIENT to the extent necessary to credit and debit
the proceeds/dues from the various transactions that are carried out by
the MEMBER on behalf of the CLIENT, and also to debit
a) depository participant account charges,
b) Margins due or shortfall in Margins from the CLIENT, and
c) any other charges or dues from the CLIENT.
The CLIENT also agrees and authorises the designated Bank to block the
required amount in the designated Bank account against the desired limits
and settlement obligations solely on the instructions from the MEMBER
in this regard. Once the amounts in the account are blocked, the MEMBER
shall, if the order of the CLIENT gets executed either fully or partially,
instruct the bank to transfer the amount equal to such obligation to the
MEMBER's account on the settlement date or the pay in or pay out date
and release the balance amounts that are blocked in case where the order
of the CLIENT is partially executed or the full amount that is blocked
in case where the order does not get executed. The CLIENT will not be
allowed to withdraw, issue a cheque or otherwise use the blocked funds
in its account. The MEMBER will not be liable in any manner for any direct
/ consequential or special loss or claims that may arise due to any blocking
of funds that may be erroneously instructed by the MEMBER to the designated
ii Depository Account
The CLIENT shall execute a power of attorney for the operation of its
designated Depository account authorising the MEMBER to directly enable
the transfer of relevant securities to the pool account of the MEMBER
through the issue of the necessary delivery instructions duly signed on
behalf of the CLIENT and to pledge, sell, dispose, transfer or deal in
any other manner the securities placed by the CLIENT with the MEMBER as
margin and lying in the depository account. The CLIENT shall also authorise
the designated Depository Participant to block the securities sold in
the designated Depository account against the CLIENT's order to sell securities.
Once the securities in the account are blocked the MEMBER shall, if the
order of the CLIENT is executed either fully or partially, instruct the
Depository Participant to transfer the securities which are sold, to the
MEMBER's pool account in time to meet the settlement obligation and release
the balance securities that were blocked in the case of partial execution
or all the securities that are blocked in the case of non execution. The
CLIENT agrees that it will not be allowed to pledge, instruct transfer
or otherwise use the blocked securities in its designated depository account.
iii Securities Transactions
The CLIENT shall authorize the MEMBER by executing a Power of Attorney
or otherwise, to carry out such acts including but not limited to acquire
by subscribing to or by purchase of securities and to sell, transfer and
endorse the securities (including but not limited to Initial Public Offerings,
Buy Back offers, rights issue etc.,) or redeem the same either through
Internet (using the Identification Number issued by any Mutual Fund from
time to time) or otherwise, and / or to sign and to execute all transfer
deeds whether as transferor or transferee and such other instruments,
application and papers as may be necessary for the purpose of acquiring
or transferring / redeeming the same, marking pledge / lien on such securities
and / or for transferring the investments in the units of Mutual Fund
from one scheme to another or between Mutual Funds, to make applications
for, or to renounce and sign renunciation forms in respect of bonds /
debentures, rights shares and additional shares of any Company/ Body /
Authority and to receive and hold such rights or additional shares, bonds
iv Freezing of the Accounts
In a case where the CLIENT executes the power of attorney referred to
above, the CLIENT shall be entitled to exercise the right to close/freeze/pledge
the accounts with the depository participant and/or the bank , as the
case may be, only if there is no obligation pending to be met by the CLIENT
or any MEMBER of the CLIENT's FAMILY in favour of the MEMBER in the form
of cash and/or security.
The CLIENT shall make the prescribed initial margin in the form of cash
and /or in the form of securities ( the Margin ) with the
MEMBER simultaneously with the opening of the account and prior to commencement
of trading. The CLIENT shall be permitted to trade upto a pre-determined
number of times of the MARGIN ( the Multiple ) and the quantum
of the Multiple on the margin shall be decided at sole option or discretion
of the MEMBER who shall have the irrevocable right to set off a part or
whole of the Margin i.e. by way of appropriation of the relevant amount
of cash or by sale or transfer of all or some of the securities which
form part of the margin , against any dues of the CLIENT or of a MEMBER
of the FAMILY of the CLIENT ( for the purposes of these presents ,
FAMILY shall mean all the Individuals ,group companies, firms, entities
and other persons as notified to the MEMBER ) in the event of the failure
of the CLIENT or a MEMBER of the FAMILY of the CLIENT to meet any of their
respective obligations under these Terms.
Any reference in these terms to sale or transfer of securities by the
MEMBER shall be deemed to include sale of securities which form part of
the Margin maintained by the CLIENT with the MEMBER .In exercise of the
MEMBER's right to sell securities under the Agreement ,the CLIENT agrees
that the choice of specific securities to be sold shall be solely at the
The MEMBER is permitted in its sole and absolute discretion to collect
additional margins (even though not imposed by the Exchange, the Clearing
House or SEBI) and the CLIENT shall be obliged to pay such margins.
i) Margin on Purchase:
The MEMBER may require the CLIENT to deposit interest-free margin of
___% or such other percentages as may be intimated by the MEMBER from
time to time on the price of the securities proposed to be purchased.
ii) Margins on Sales:
The MEMBER may require the CLIENT to deposit interest free margin of
___% or such other percentages as may be intimated by the MEMBER from
time to time on the price of securities proposed to be sold.
iii) Margins in Derivatives Contracts :
In the derivative segment, the CLIENT is liable to pay an initial margin
up-front on or before creating a position. Such margin shall be decided
upon by the MEMBER or the Exchange from time to time. Furthermore, the
CLIENT is liable to pay (or receive) daily margins depending on whether
the price of the Derivatives contract moves for or against the position
undertaken. The CLIENT may also be liable to pay withholding margins,
special margins or such other margins as are considered necessary by the
MEMBER or the Exchange from time to time.
iv) Mark To Market Margin in Derivative Contracts
For derivatives contracts, the CLIENT agrees that the MEMBER shall raise
bills on weekly basis. The CLIENT also agrees to pay an upfront margin
at the beginning of each week that will be sufficient to cover the daily
margins for the entire duration of the week. If at any time during the
week, the cumulative Mark to Market (MTM) margin falls short of the margin
available in the CLIENT's account, the CLIENT agrees to heed the MEMBERs
additional margin calls. As the upfront weekly margin calls are purely
for operational convenience, the CLIENT will ensure that margins are adequate
at all times and will immediately make good any shortfall that the MEMBER
v) Payment through Cheque/ Demand Draft:
In case where the payment by the CLIENT towards the margin is made through
a cheque issued in favour of the MEMBER, any trade(s) would be executed
by the MEMBER only upon the realisation of the funds of the said cheque
or at the discretion of the MEMBER. The CLIENT agrees to mention his CLIENT
code along with his name on the reverse of any instrument through which
he makes the payment to the MEMBER.
vi) Margin in form of Securities:
The CLIENT may place margin with the MEMBER in form of securities as
approved by the MEMBER. Such securities may at the discretion of the MEMBER
be marked as lien in favour of the MEMBER from the depository account
of the CLIENT or such securities may be placed in a separate depository
account of the MEMBER. The MEMBER may, at its own discretion, treat the
securities lying in the depository account of the CLIENT, as margin, where
the CLIENT has issued a Power of Attorney in favour of the MEMBER, for
operating the said depository account.
The CLIENT may place / deposit only those securities, which are acceptable
to the MEMBER. If at any time, a particular security ceases to be on the
list of approved securities, the CLIENT shall provide such other margins
as may be required in place of such security.
The CLIENT agrees and authorises the MEMBER to determine the market
value of securities placed as Margin after applying a haircut that the
MEMBER deems appropriate. The CLIENT's positions are valued at the latest
market price available ('marked to market') on a continuous basis by the
MEMBER. The CLIENT undertakes to monitor the adequacy of the collateral
and the market value of such securities on a continuous basis. If due
to price fluctuations, there is erosion in the value of the margins, the
CLIENT agrees to replenish any shortfall in the value of the Margins immediately,
whether or not the MEMBER intimates such shortfall.
vii) Type of Margin:
The MEMBER may at its sole discretion prescribe the payment of Margin
in the form of cash instead of securities. The CLIENT accepts to comply
with the MEMBER' s requirement of payment of Margin in the form of cash
immediately failing which the MEMBER may sell, dispose, transfer or deal
in any other manner the securities already placed with it as Margin or
square off all or some of the positions of the CLIENT as it deems fit
in its discretion without further reference to the CLIENT and any resultant
or associated losses that may occur due to such square off/sale shall
be borne by the CLIENT, and the MEMBER is hereby fully indemnified and
held harmless by the CLIENT in this behalf.
viii) Margin with Exchanges/ Banks / Institutions:
The CLIENT agrees that any securities placed by him/her it as Margin
may in turn be placed as margin by the MEMBER with the Exchanges or Banks
or such other institutions as the MEMBER may deem fit. The CLIENT authorises
the MEMBER to do all such acts, deeds and things as may be necessary and
expedient for placing such securities with the Exchanges/Banks/institutions
ix) Shortfall in margins and other provisions :
1. If payment/securities towards the Margin or shortfall in Margin
is not received instantaneously to enable restoration of sufficient Margin
in the CLIENT's account, all or some of the positions of the CLIENT as
well as the securities of the CLIENT in the possession or control of the
MEMBER may be liquidated by the MEMBER at its sole discretion, without
any reference or prior notice to the CLIENT. The resultant or associated
losses that may occur due to such squaring off or sale of such securities
shall be borne by the CLIENT, and the MEMBER is hereby fully indemnified
and held harmless by the CLIENT in this behalf. Such liquidation or close
out of positions shall apply to any segment in which the CLIENT does business
with the MEMBER.
2. The CLIENT is responsible for all orders, including any orders
that may be executed without the required Margin in the CLIENT's account.
If the CLIENT's order is executed despite a shortfall in the available
Margin, the CLIENT shall, whether or not the MEMBER intimates such shortfall
in Margin to the CLIENT, instantaneously make up the shortfall either
through delivery of shares in the event of a sale, or credit the required
funds in the Bank account via wire transfer or personal cheque, cashier's
cheque or money order or account transfer or any other mode as may be
required by the MEMBER.
3. Any reference in these terms to sale or transfer of securities
by the MEMBER shall be deemed to include sale of the securities, which
form part of the Margin and / or such securities of the CLIENT which are
in possession or control of the MEMBER , maintained by the CLIENT with
the MEMBER. In exercise of the MEMBER's right to sell securities under
the Agreement, the CLIENT agrees that the choice of specific securities
to be sold shall be solely at the MEMBER's discretion.
x) Amendment in margins .
Any amendment in the percentage of margins as required to be maintained
under this agreement, shall be intimated by the MEMBER to the CLIENT over
the telephone or in writing or by posting the details on its website.
The CLIENT is required to make replenish the shortfall in such margins,
if any, on demand of the same by the MEMBER or otherwise immediately .
7. EXECUTION OF ORDERS
A) The CLIENT understands that placing an order with the MEMBER
including a market order, does not guarantee execution of the order. The
MEMBER has the absolute right to reject any order that may be made by
the CLIENT for any reason whatsoever including for the breach of the requirement
of maintaining the prescribed Margin in the CLIENT Account or the Bank
B) The CLIENT is required to ascertain the status of his/her/its
order( including any rejection of the same ) which would be posted only
on the relevant sections of the web site , and no separate confirmation
of the execution / rejection of the order would be sent to the CLIENT
either physically or electronically .Further , the Exchanges may cancel
the trade suo moto without giving any reason thereof. The MEMBER shall
be entitled to cancel relative contracts with the CLIENT. The MEMBER shall
not be liable for any losses, damage or claims on account of such rejection
or cancellation of any trade for any reason whatsoever .Further, the MEMBER
may, at its sole discretion, subject any order made by the CLIENT to manual
review and entry which may cause delays in the execution of the CLIENT's
C) The CLIENT is required to ascertain all ledger balances of securities
in his /its account which would be posted only on the relevant sections
of the web site and no separate intimation of the ledger balances of the
CLIENT in his /its account would be sent to the CLIENT either physically
8. PRICE OF SECURITIES
The CLIENT understands that with respect to any order, the CLIENT will
obtain the price at which the order was actually executed in the market
, which may be different from the price at which the security was trading
when the CLIENT's order was entered into the MEMBER's system.
9. MISTAKEN ORDER
The MEMBER shall not be responsible for any order that is made by the
CLIENT by mistake and every order that is entered by the CLIENT through
the use of the allotted user name and the security code(s)shall be deemed
to be a valid order for which the CLIENT shall be fully responsible.
10. RECONFIRMATION OF CERTAIN ORDERS
The CLIENT hereby confirms that he /it is aware that the MEMBER has
provided on the web site a facility for reconfirmation of orders which
are unusual and / or large and need to be executed using the MEMBER's
discretion. These orders are subject to manual review and consequently
execution of these orders may be delayed. The MEMBER reserves the right
to reject any order based on its risk perceptions.
11. CANCELLATION OR MODIFICATION OF ORDERS
i) The execution of order cancellations or modifications is not
guaranteed. Cancellation of orders is possible only if the original order
remains pending at the Exchanges .Market orders are subject to immediate
execution. The CLIENT shall not presume that an order has been executed
or cancelled or modified and the CLIENT is required to verify the status
of his /it orders on the web site in accordance with Clause above.
ii) Unless otherwise specified by the MEMBER, any order not executed
at the end of the day shall stand cancelled.
iii) Where the Exchange cancels trade(s) suo moto all such trades
including the trade(s) done on behalf of the CLIENT shall ipso facto stand
cancelled and the MEMBER shall be entitled to cancel the respective contract(s)
with the CLIENT .
iv) The trade(s) may also be cancelled on account of following
A) There may be insufficient bids or offers or suspension of trading
due to price limits or circuit breakers.
B) The electronic trading systems either at the exchange or in
the MEMBER's offices are vulnerable to temporary disruptions or failures.
(v) In the event of trade cancellation due to such events or vulnerabilities,
MEMBER shall be entitled to cancel relative contract(s) with the CLIENT.
At times, due to unforeseen circumstances the MEMBER may not be able to
execute the desired transactions (either the CLIENTs own transactions
or transactions for enforcing margins as provided in this agreement) on
a timely basis. The MEMBER does not accept responsibility for any losses
that the CLIENT may incur on such eventualities beyond the control of
12. CORPORATE BENEFITS ; SETTLEMENT CYCLES .
The CLIENT accepts responsibility of knowing the status of all corporate
benefits like rights and bonus issues, dividends and stock splits of shares
that he /its intends to trade or which are held in his /its account. The
CLIENT accepts responsibility for knowing the correct ISIN Numbers of
the shares in his /its account and the eligibility of the shares to meet
share pay in obligations to the Exchange/Clearing Corporation whether
received by way of purchase, rights, bonuses, stock split , off market
transfers or otherwise.
13. BROKERAGE AND OTHER CHARGES
(i) The CLIENT agrees to pay to the MEMBER, brokerage, Exchange
related charges, statutory levies and any other charges (including but
not limited to security handling charges on settlement) as are prevailing
from time to time and as they apply to the CLIENT's account, transactions
and to the services that MEMBER renders to the CLIENT. The MEMBER agrees
that it shall not charge brokerage more than the maximum brokerage permissible
as per the rules and regulations and bye laws of the Exchange/SEBI. The
brokerage shall be paid in the manner intimated by the MEMBER to the CLIENT
from time to time, including as a percentage of the value of the trade
or as a flat fee or otherwise, together with the service tax as may be
applicable from time to time on the same. The CLIENT further agrees to
pay any applicable taxes including securities transaction taxes, duties
and levies as may be levied on the transaction from time to time.
(ii) The MEMBER shall debit the charges of the depository participant
for the trades and the bank charges for the realization of cheques etc.
to the CLIENT's account.
14. PROTECTION TO THE CLIENT
The MEMBER shall ensure due protection to the CLIENT regarding CLIENT's
rights to dividends , rights or bonus shares, etc. in respect of transactions
routed through it and it shall not do anything which is likely to harm
the interest of the CLIENT with whom and for whom it may have had transactions
in securities .
15. DELAYED REPORTING OF TRANSACTIONS
i) If trades or transactions are reported late to the MEMBER on
account of any problems at the Exchange or for whatsoever reason, the
CLIENT in turn will be subject to late reporting of transactions.
ii) In addition, any errors reported to the CLIENT for any reason
whatsoever will stand subsequently corrected to reflect the transaction
that was effected in the market .
16. DELAYED PAYMENT
Notwithstanding anything contained in these presents, any amounts which
are overdue from the CLIENT or a MEMBER of the CLIENT's family towards
trading either in the cash or derivative segments or on account of any
other reason to the MEMBER or to any of the MEMBERs group or associate
companies, will be charged delayed payment charges at the rate of 2% per
month or such other rate as may be determined by the MEMBER. The CLIENT
hereby authorises the MEMBER to directly debit the same to the account
of the CLIENT at the end of each month. The CLIENT also authorises the
MEMBER to debit charges for depository services availed from the MEMBER
to the trading account. The CLIENT also agrees that any amount overdue
from him (including the interest on delayed payment) shall be adjusted
by the MEMBER from dues owed to the CLIENT by any group or associate company
of the MEMBER. Conversely, any money owed by any group or associate company
of the MEMBER to the CLIENT shall be offset against the dues owed by the
MEMBER to the CLIENT. The CLIENT consents to sharing information relating
to his trading A/C with the Banks/Financial Institutions from which the
MEMBER has borrowed funds to meet the pay in obligations of the CLIENT
or CLIENT'S family, in case of delayed payment.
17. INFORMATION OF DEFAULT IN PAYMENT / DELIVERY
Information of default in payment /delivery and related aspects by a
CLIENT shall be brought to the notice of the relevant stock exchange(s)
.In case where defaulting CLIENT is a corporate entity/partnership/proprietary
firm or any other artificial legal entity ,then the name(s) of director(s)
/promoter(s) /partner(s) /proprietor as the case may be ,shall also be
communicated to the relevant stock exchange(s).
18. PAYOUT OF SECURITIES / FUNDS
A. The CLIENT agrees that the MEMBER shall not be obliged to deliver
any securities or pay any money to the CLIENT unless and until the same
has been received by the MEMBER from the Exchange , the Clearing Corporation
/ House or the concerned Mutual Fund or other company or entity liable
to make the payment. Unless the MEMBER otherwise determines, and subject
to the MEMBER's rights to set off and other rights as mentioned in this
agreement, the securities to be delivered by the MEMBER to the CLIENT
pursuant to the CLIENT's purchase transactions shall be credited to the
designated depository account of the CLIENT and the sale proceeds to be
paid by the MEMBER to the CLIENT shall be deposited to the designated
Bank account of the CLIENT.
B. In order to facilitate operations, the CLIENT authorises the
MEMBER to maintain a running account with the MEMBER, instead of settlement
to settlement clearance of funds / securities due to the CLIENT. The pay
out of funds / securities may be retained by the MEMBER and no interest
shall be payable by the MEMBER on such securities / funds so retained.
The CLIENT agrees that the MEMBER shall not be liable for any claim for
loss or profit, or for any consequential, incidental, special or exemplary
damages, caused by retention of such securities / funds under this agreement
or otherwise. On written request of the CLIENT the MEMBER may release
the funds / securities to him, if sufficient margins in respect of his
trading, across the stock exchange(s) and across the segment of the stock
exchange(s) are available with the MEMBER.
C. In case of purchase of securities by the CLIENT, at times the
MEMBER may be unable to deliver the securities to the said purchaser on
the pay out day due to non receipt of the securities from the stock exchange(s)
or in case on non receipt of the said securities from another CLIENT of
the MEMBER who has sold the securities against the said purchase transaction.
In cases of such short delivery, the securities shall be delivered to
the purchaser as per the policy of the Company as amended from time to
D. At all times, the CLIENT agrees to make the payment of funds
only in the name the MEMBER titled KOTAK SECURITIES LIMITED
vide a account payee cheque / demand draft drawn on a Nationalised Bank,
with details of the CLIENT code and the name of the CLIENT mentioned on
the reverse of the instrument.
E At all times, the CLIENT agrees to transfer the securities only
to the designated depository account of the MEMBER.
F The CLIENT agrees that the MEMBER shall not be responsible for
any loss, damages in respect of any funds / securities which are deposited
/ transferred to any account other than that of the MEMBERs designated
account under this Agreement.
G In the event of CLIENT's account receiving an incorrect credit/debit
by reason of a mistake, the MEMBER shall be entitled to reverse such incorrect
credit/debit at any time whatsoever. The CLIENT shall be liable and continue
to remain liable to the MEMBER for any incorrect gain obtained as a result
of the same and the MEMBER reserves the right to take such remedial measures
against the CLIENT for recovery of the erroneous credit
19. RECONCILIATION OF ACCOUNTS
The MEMBER and the CLIENT agree to reconcile their accounts at the end
of each quarter with reference to all the settlements where payouts have
been declared during the quarter.
20. SEGREGATION OF CLIENT MONEY:
The MEMBER agrees that the money/securities deposited by the CLIENT
shall be kept in a separate account, distinct from the MEMBER 's own account
or account of any other CLIENT and shall not be used by the MEMBER for
itself or for any other CLIENT or for any purpose other than the purposes
mentioned in SEBI Rules and Regulations, circulars/guidelines/ Exchange
Rules/Regulations/Bye laws and circulars.
21. ARRANGEMENT WITH RELATIONSHIPS BANKS
The MEMBER has relationship with one or more banks (the "Relationship
Banks"). The web site of the MEMBER has a payment window through
a link to the web site of the Relationship Bank which provides the facility.
In such a case, the CLIENT would make the payment for securities purchased
by him/her/it by crediting the purchase amount (along with the indicated
brokerage amount) directly to the account of the MEMBER with the Relationship
Bank by means of a fund transfer. Similarly in the case where the CLIENT
makes an order for sale of securities the MEMBER would credit the account
of the CLIENT with the Relationship Bank by means of a fund transfer on
the pay-out date of the relevant Exchange on which the sale transaction
is carried out. The MEMBER expressly states that the payment gateway mechanism
is a service offered by the Banks with whom the MEMBER has established
relations for facilitating the transfer of funds between the CLIENT's
account and the MEMBER's account. The MEMBER expressly excludes liability
for consequential loss or damage or loss of profit, business, revenue,
goodwill or anticipated savings which may arise in respect of (I) the
payment gateway services offered by such Banks (ii) the Payment Mechanism;
22. CLOSE OUT
a. In case of Purchases:
Notwithstanding the margin position in case of purchase on behalf of
CLIENT, the CLIENT authorises the MEMBER to close out the transactions
by selling the securities, in case the CLIENT fails to make full payment
to the MEMBER for the execution of the contract within two days of trade
execution before pay-in-day (as fixed by stock exchange for the concerned
settlement period), whichever is earlier, unless the CLIENT already has
an equivalent credit with the MEMBER. The loss incurred in this regard,
if any, will be met from the margin money of the CLIENT. The CLIENT agrees
to make good the shortfall, if any, immediately on being intimated of
the shortfall by the MEMBER.
b. In case of Sale:
Notwithstanding the margin position in case of sales on behalf of CLIENT,
the CLIENT authorises the MEMBER to close out the contract by effecting
purchases if the CLIENT fails to deliver the securities sold with valid
transfer documents within two days of the trade execution or before delivery
day (as fixed by stock exchange authorities for concerned settlement period),
whichever is earlier. Loss on transaction, if any, will be deductible
from the margin money of the CLIENT. The CLIENT agrees to make good the
shortfall, if any, immediately on of being intimated of the shortfall
by the MEMBER.
c. Non payment of margin and other amounts :
Without prejudice to the MEMBER's other rights (including the right
to refer a matter to arbitration ), the MEMBER shall be entitled to liquidate
/ close out all or any of the CLIENT's positions for non-payment of margins
or other amounts, outstanding debts, etc and adjust the proceeds of such
liquidation / close out , if any , against the CLIENT's liabilities /
obligations. Any and all losses and financial charges on account of such
liquidation / closing out shall be charged to and borne by the CLIENT.
d. Liquidation / Insolvency/ Death:
In event of death or insolvency of the CLIENT or his / its otherwise
becoming incapable of receiving and paying for or delivering or transferring
securities which the CLIENT has ordered to be bought or sold, the MEMBER
may close out the transaction of the CLIENT and claim losses, if any ,
against the estate of the CLIENT . The CLIENT or his successors , heirs
and assigns shall be entitled to any surplus which may result therefrom.
23. ADJUSTMENT OF BALANCES
The CLIENT or a Constituent of the Family of the CLIENT
(for the purposes of this agreement Family shall hereinafter
mean all the individuals, group companies, firms, entities and other persons
as notified to MEMBER from time to time) who may be registered as a CLIENT
with the MEMBER under one or more of the following segment(s):
a) as a Broking CLIENT for dealing in securities on one or more
segment(s) of Bombay Stock Exchange Limited and / or National Stock Exchange
of India and / or OTC Exchange of India
b) as a CLIENT holding depository account with Kotak Securities
c) as a CLIENT registered under the Portfolio Management Scheme
of Kotak Securities Ltd.
d) or for any other product or service that may be offered and
availed in future.
agree that the account of the CLIENT or that of any constituent of the
Family refers to and includes any account(s) in any of the
above segments, taken individually or collectively including account(s)
opened by the MEMBER after the signing of this agreement.
The CLIENT agrees to adjust the balances in its account with the balances
in the accounts of his Family as per the terms communicated to the MEMBER.
24. RIGHT OF LIEN / SET OFF
a. The CLIENT authorizes the MEMBER to set off credit balances
of securities and / or funds or have lien on such credit balances / securities,
in or more of the accounts of the CLIENT or any MEMBER of the CLIENT's
FAMILY in any of the segments where the CLIENT or the MEMBER of the CLIENTS
FAMILY is registered with the MEMBER, against the debit balances of securities
and / or funds in one or more of the accounts of the CLIENT or any MEMBER
of CLIENT's FAMILY in any of the said segments ,by way of appropriation
of the relevant amount of cash or by sale or transfer of all or some of
the securities, and / or any credit in any said accounts of the CLIENT
or of the MEMBER of the CLIENT's FAMILY.
b. The CLIENT agrees that all securities and monies belonging to
the CLIENT which are under the control or possession of the MEMBER shall
be subject to a general lien and / or set off, for discharge of any obligation
or indebtedness of the CLIENT or a MEMBER of the CLIENTS FAMILY
to the MEMBER or any of its group company(ies). In enforcing the lien
and / or the right to set off, the MEMBER shall have the sole discretion
of determining the manner in which the securities or assets are to be
appropriated / liquidated. The provisions of this clause shall apply notwithstanding
any other agreement to the contrary between the CLIENT and the MEMBER.
25. MEMBER CLIENT COMMUNICATION:
a. Form of Communication
Documents which may be sent by electronic delivery between the parties
may be in the form of an electronic mail (including any auto replies from
the system of the MEMBER), an electronic mail attachment, or in the form
of an available download from the web site. The MEMBER shall be deemed
to have fulfilled any legal obligation to deliver to the CLIENT any such
document if sent via electronic delivery, provided however that the notice
of termination specified in the Terms herein, shall be in writing.
b. Electronic Communication of Documents
(i) The CLIENT authorizes the MEMBER to send the contract note/trade
confirmations of the trades executed, bills and account statements or
such other data relating to his trading account with the MEMBER through
electronic mail to his email address opened at www. kotaksec.com and /
or such other designated email address as may be intimated by the CLIENT
to the MEMBER. The CLIENT agrees that the MEMBER fulfils its legal obligation
to deliver to the CLIENT any such document if sent via electronic delivery.
The CLIENT agrees that the log report generated by the system at the time
of sending of the contract notes or other documents shall be treated as
the acknowledgement and confirmation of receipt of contract notes and
such other documents by the CLIENT. The CLIENT understands that it is
his/ her/its responsibility to review, upon first receipt, whether delivered
to CLIENT by mail, by e-mail (including any auto replies from the system
of the MEMBER), or other electronic means, all confirmations, statements,
notices, contracts, bills and other communications. All information contained
therein shall be binding upon the CLIENT, if the CLIENT does not object,
either in writing or via electronic mail, within twenty four hours after
any such document is sent to the CLIENT. In all cases, the MEMBER reserves
the right to determine the validity of the CLIENT's objection to the transaction.
The CLIENT agrees that the MEMBER will not be responsible for non-receipt
of documents sent via electronic delivery due to change in email address
of the CLIENT. The CLIENT also agrees that the MEMBER shall not take cognisance
of out-of-office/out-of-station auto replies and the CLIENT is deemed
to have received such electronic mails. The MEMBER, may on request by
the CLIENT, send hard copies of the contract notes or such other documents
c. Change of Address
Unless the CLIENT informs the MEMBER of the change of the address for
communication in writing, all notices, circulars, communication or mail
sent to the existing address shall be deemed to have been received by
the CLIENT irrespective of whether they are actually received or not.
d. Protection of Security Code(s)
The CLIENT shall immediately notify the MEMBER in writing, delivered
via e-mail and Registered AD, if the CLIENT becomes aware of any loss,
theft or unauthorised use of the CLIENT's Security code(s) and account
number; or any failure by the CLIENT to receive an accurate written confirmation
of an execution including the contract note for the same; or any receipt
by the CLIENT of confirmation of an order and/or execution which the CLIENT
did not place; or any inaccurate information in the CLIENT's account balances,
securities positions, or transaction history. In the case where the CLIENT
notifies such loss, theft or unauthorised use of the CLIENT's Security
code(s) password and account number to the MEMBER, the MEMBER shall suspend
the use of the account of the CLIENT. However, the CLIENT shall be responsible
and liable for all transactions that are carried out by the use of the
CLIENT password. When any of the above circumstances occur, neither the
MEMBER nor any of its officers, directors, employees, agents, affiliates
or subsidiaries will have any responsibility or liability to the CLIENT
or to any other person whose claim may arise through the CLIENT with respect
to any of the circumstances described above.
e. Notices/ Policies
Certain policies and/or procedures may be further outlined on the MEMBER's
web site and material/literature and frequently asked questions (FAQ's)
provided to the CLIENT. Through the use of the MEMBER's web site and services,
the CLIENT agrees to be bound by any and all such notices, policies and
terms of doing business.
26. SECURITY CODES, SECURITY PRECAUTIONS AND INFRASTRUCTURE :
a) Use of CLIENT-ID and Password
The CLIENT agrees that it will be the sole authorised user of the Username
Password/s, Customer User Identification Number, telephone Personal Identification
Number (T PIN) or other identification or security code (by whatever name
called) to be given to it by the MEMBER to access MEMBER's system, or
service through MEMBER's website, over the telephone or in such other
manner as may be permitted by the MEMBER for availing of the service.
The CLIENT accepts sole responsibility for use, confidentiality and protection
of the Username, Password/s, Customer User Identification Number, T-PIN,
or other security code(s) as issued by the MEMBER to the CLIENT from time
to time (hereinafter referred to as Security codes) as well as for
all orders and information changes entered into the CLIENT's account using
such security codes. The CLIENT shall ensure that such security code(s)
is/are not to be revealed to any third party or recorded in any written
or electronic form. If the CLIENT forgets the security code(s), a request
for change of such Security code(s) should be sent to the MEMBER in writing.
On receipt of such a request, the MEMBER shall discontinue the use of
the old security code(s) and shall generate a new Security code(s) for
the CLIENT which shall be communicated to the CLIENT. However, the CLIENT
shall be responsible and liable for all transactions that are carried
out by the use of the old Security code(s). Neither the MEMBER nor any
of its officers, directors, employees, agents, affiliates or subsidiaries
will have any responsibility or liability to the CLIENT or to any other
person whose claim may arise through the CLIENT with respect to any of
the circumstances described above.
b) Recording of Password
The CLIENT shall memorise the Security code(s) and shall not record
it in written or electronic form. In the event that the CLIENT does record
the Security code(s) in written or electronic form, he/she/it shall do
so at his/her/its sole risk and responsibility.
c) Responsibility for Use of Security Code(s)
Any order entered using the CLIENT's security code(s) either through
the web site or through telephone or otherwise is deemed to be that of
the CLIENT. If third parties gain access to the MEMBER's services through
the use of the CLIENT's security code(s), the CLIENT will be deemed to
be responsible for the same and hereby holds harmless and agrees to indemnify
the MEMBER against any liability, costs or damages arising out of claims
or suits by or against such third parties based upon or relating to such
access and use, since the primary responsibility for such transaction
shall be that of the CLIENT.
The use and storage of any information including, without limitation,
the Password, Portfolio information, transaction activity, account balances
and any other information or orders on the CLIENT's personal computer
is at the CLIENT's own risk and is the CLIENT's sole resposibility.
d) Communication Equipment of the CLIENT
The CLIENT is responsible for installing and maintaining the communication
equipment (including personal computers and modems) and telephone or alternative
services required at the CLIENT's end and connectivity required for accessing
and using the web site or related services. All communication costs, service
charges, levies and fees incurred by the CLIENT in accessing the web site
or related services will be borne by the CLIENT.
e) CLIENT's Infrastructure
For the purposes of these Terms, it is presumed that the CLIENT has
all the necessary and compatible infrastructure ready at its end for the
purpose of accessing the web site of the MEMBER or contacting the phone
broking executive of the MEMBER (prior to accessing the services provided
pursuant to these Terms). The MEMBER will not (and shall not be under
any obligation to) assist the CLIENT in installing the required infrastructure
or obtaining the necessary equipment, permits and clearances to establish
connectivity or linkages to the web site of the MEMBER.
f) Prevention of Unauthorised Use
The CLIENT will install the necessary safeguards and access restrictions
to prevent unauthorised use of CLIENTs computer systems or the security
codes and ensure that no unauthorised person can gain access to the computer
systems or such security codes.
g) Liability for Incorrect Instructions
The CLIENT agrees to fully indemnify and hold harmless the MEMBER for
any losses arising from the execution of incorrect/ ambiguous or fraudulent
instructions that got entered through the system at the CLIENT's end.
h) Secure Electronic Records and Digital Signatures
In the event that the certifying authorities and other infrastructure
contemplated under the Information Technology Act, 2000, for ensuring
secure electronic records and secure digital signatures is notified by
the concerned authorities and the infrastructure to enable the same is
in place, the MEMBER would have the right to require the CLIENT to authorise
the various transactions on the web site by means of such secure electronic
records and secure digital signatures and discontinue the usage of the
27. PROVISIONS IN CASE OF DEFAULT OF MEMBER
In the event of a default of a Trading /Clearing MEMBER on his own account
the CLIENT's money will not be utilized to meet the MEMBER's Liabilities
.In such cases, the CLIENT's positions shall be either transferred to
another solvent MEMBER or closed out as per the provisions of the Rules
,Byelaws and Regulations of the any segment or the Clearing House .The
Loss , if any , caused to the CLIENT because of such action would be recoverable
by the CLIENT from the MEMBER. In event of any failure of the CLIENT to
fulfil his obligations to the MEMBER, the Segment or the Clearing House
,the CLIENT 's positions may be closed out and the money, if any, of the
CLIENT available with the MEMBER or with any other MEMBER, The segment
or the Clearing House may be adjusted against the CLIENT's liabilities
28. RESERVE BANK OF INDIA GUIDELINES
The CLIENT is aware that as per the RBI guidelines the Foreign Institutional
Investors (FIIs), Non-Resident Indians (NRIs), and Persons of Indian Origin
(PIOs) are allowed to invest in the secondary capital markets in India
through the portfolio investment scheme (PIS). Under this scheme, FIIs/NRIs
can acquire shares/debentures of Indian companies through the stock exchanges
in India. These investments are governed and monitored on daily basis
by the Reserve Bank of India (RBI). On reaching the aggregate ceiling
limit as fixed by RBI from time to time, the RBI advises all designated
bank branches to stop purchases on behalf of their FIIs/NRIs/PIOs CLIENTs.
The Reserve Bank also informs the general public about the `caution' and
the `stop purchase' in these companies through a press release.
The CLIENT being an FII/ NRI/ PIO, hereby acknowledges that he is aware
of the RBI guidelines in relation to his investments in the secondary
market in India. The CLIENT hereby agrees to keep himself abreast of the
ceiling limits on investments as published by RBI from time to time and
also agrees that he shall immediately reverse his transaction, if such
transaction breaches the ceiling limits as imposed by RBI. In case the
CLIENT does not / is unable to reverse such transaction immediately, the
CLIENT authorizes the MEMBER to do so under intimation to the CLIENT
29. MISCELLANEOUS PROVISIONS GOVERNING THE TERMS
a) USE OF WEB SITE : The CLIENT agrees that each participating
Exchange or association or agency asserts a proprietary interest in all
of the market data it furnishes to parties that disseminate the said data.
The CLIENT shall use real-time quotes received on the web site
of the MEMBER only for the CLIENT's individual use and shall
not furnish such data to any other person or entity. The CLIENT
is authorised to use materials which are made available by the MEMBER's
web site for the CLIENT's own needs only, and the CLIENT
is not authorized to resell access to any such materials or to make copies
of any such materials for sale or use to and by others. The CLIENT
shall not delete copyright or other intellectual property rights notices
from printouts of electronically accessed materials from the MEMBER's
b) LIMITATION OF LIABILITY : The MEMBER does not guarantee,
and shall not be deemed to have guaranteed, the timeliness, sequence,
accuracy, completeness, reliability or content of market information,
or messages disseminated to the CLIENT or the execution of the
orders placed by the CLIENT. The MEMBER shall not be liable
for any inaccuracy, error or delay in, or omissions of,1) any such data,
information or messages , or 2) the transmission or delivery of any such
data, information or messages ,due either to any act or omission by the
MEMBER or to any force majeure event (e.g. flood, extraordinary
weather condition, earthquake or other any act of God, fire, war, insurrection,
riot, labour dispute, accident, action of government, communication ,power
failure, shut down of the systems for any reason ( including on account
of computer viruses), equipment or software malfunction); any fraud committed
by any person whether in the employment of the MEMBER or otherwise
or any cause within beyond the reasonable control of the MEMBER
3) cancellation or non execution of the order placed by the CLIENT
with the MEMBER.
The MEMBER shall not liable for any inaccuracy, error, false statement,
misrepresentation or fraud committed by any sales or other associates
/third parties engaged by the MEMBER to promote the services offered by
it. The CLIENT agrees that he/she/it places no reliance on such persons
and will exercise due care and diligence in relying on any statements
made any persons.
Under no circumstances shall the MEMBER or anyone involved in creating,
producing, delivering or managing the MEMBER's services be liable for
any direct, indirect, incidental, special or consequential damages that
result from the use of or inability to use the service, delay in transmission
of any communication, in each case for any reason whatsoever (including
on account of breakdown in systems) or out of any breach of any warranty
or due to any fraud committed by any person whether in the employment
of the MEMBER or otherwise.
c) INTERRUPTION IN SERVICES : The MEMBER does not warrant
that the service will be uninterrupted or error free. The service is provided
on an "as is" and "as available" basis without warranties
of any kind, either express or implied, including, without limitation,
those of merchantability and fitness for a particular purpose. The CLIENT
agrees that the MEMBER shall not be held responsible for any breakdown
of the system either due to the fault of the systems of the MEMBER
or of the Exchanges or otherwise.
d) WARRANTIES OF CLIENTS :
i) The CLIENT hereby represents and warrants that the terms
and conditions of this Agreement have been clearly understood and that
the information furnished to the MEMBER is accurate and
ii) The CLIENT confirms that he/she is of legal age and
he/she/it has obtained the necessary approvals from the relevant regulatory/
legal and compliance authorities to avail the services provided pursuant
to the Terms of this Agreement.
iii) The MEMBER may appoint agents for carrying out the
acts mentioned in or in relation to this Agreement. The CLIENT
consents to sharing of his / its account related information to the authorised
agents appointed by the MEMBER.
e) SHARING OF INFORMATION : The MEMBER agrees to inform
the CLIENT and keep him apprised about trading / settlement cycles,
delivery /payment schedules, any changes therein from time to time , and
it shall be the responsibility in turn of the CLIENT to comply
with such schedules / procedures of the relevant stock exchange.
f) TAPE RECORDING OF CONVERSATION : The CLIENT is aware
that the MEMBER tape-records the conversations between the CLIENT's
representative and the MEMBER, either personally or over the telephone,
and hereby specifically permits the MEMBER to do so. Such recordings
may be relied upon by the MEMBER as and when required to resolve
disputes in connection with the trading transactions.
g) RESTRICTIONS ON ACCESS TO WEB SITE AND TRADING: The CLIENT
understands that the MEMBER may at any time, at its sole discretion
and without prior notice to the CLIENT, prohibit or restrict the
CLIENT's access to the use of the web site or related services
and the CLIENT's ability to trade. The MEMBER may terminate
the CLIENT's account at any time for any reason and without prior
notice to the CLIENT. The CLIENT will bear any loss that
he/she/it may be faced with due to inability to execute further trades
on account of such restriction. The closing of an account will not affect
the rights and/or obligations of either the MEMBER or the CLIENT
incurred prior to the date the account is closed.
h) CONCLUSIVENESS OF RECORDS: The MEMBER's own records
of the trades/transactions maintained through computer systems or otherwise
shall be accepted as conclusive and binding on the CLIENT for all
(i) Though orders are generally routed to the marketplace immediately
after the time the order is placed by the CLIENT on the system
there may be a delay in the execution of the order due to any link/system
failure at the CLIENT / MEMBER / Exchange's end. The CLIENT
hereby specifically indemnifies and holds the MEMBER harmless from
any and all claims, and agrees that the MEMBER shall not be liable
for any loss, actual or perceived, caused directly or indirectly by government
restriction, exchange or market regulation, suspension of trading, war,
strike, equipment failure, communication line failure, system failure,
security failure on the Internet, shut down of systems for any reason
(including on account of computer viruses), unauthorised access, theft,
any fraud committed by any person whether in the employment of the MEMBER
or otherwise or any problem, technological or otherwise, that might prevent
the CLIENT from contacting the phone broking services of the MEMBER
or entering the MEMBER's system or from executing an order or in
respect of other conditions.
(ii) The CLIENT further agrees that he/she/it CLIENT
will not be compensated by the MEMBER for any "lost opportunity'
viz. notional profits on buy/sell orders which could not be executed due
to any reason whatsoever, including but not limited due to time lag in
the execution of the order or the speed at which the system of the MEMBER
or of the Exchanges is operating, any shutting down by the MEMBER
of his/her/its system for any reason or the MEMBER disabling the
CLIENT from trading on its system for any reason whatsoever.
(iii) The MEMBER shall continue to be responsible for replacing
bad deliveries of the CLIENT in accordance with applicable Good
and bad Delivery norms even after termination of the agreement and
shall be entitled to recover any loss incurred by him in such connection
from the CLIENT.
j) CONFIDENTIALITY: The MEMBER hereby undertakes to maintain
the details of the CLIENT as mentioned in the CLIENT registration
form or any other information pertaining to the CLIENT in confidence
and that it shall not disclose the same to any person/authority except
as required under any law/regulatory requirements'. provided however,
that the MEMBER may so disclose information about its CLIENT
to any person or authority with the express permission of the CLIENT.
(i) The MEMBER and the CLIENT shall be entitled
to terminate this agreement without giving any reasons to the other party
, after giving notice in writing of not less than One month to the other
party. Notwithstanding any such termination, all rights, liabilities and
obligations of the parties arising out of or in respect of transactions
entered into prior to the termination of this agreement or any obligations
(including indemnity) which is then outstanding, shall continue to subsist
and vest in /be binding on the respective parties or his /its respective
heirs, executors, administrators, legal representatives or successors,
as the case may be.
(ii) This agreement shall forthwith terminate; if the MEMBER
for any reason ceases to be a MEMBER of the stock exchange including
cessation of MEMBERship by reason of the MEMBER's default,
death, liquidation, resignation or expulsion or if the certificate issued
by the Board is cancelled.
l) ASSIGNMENT : Either party to this Agreement shall not assign
or transfer all or any of its rights or obligations hereunder without
the prior consent of the other party.
m) SEVERABILITY: In case anyone or more of the provisions contained
in this Agreement becomes invalid, illegal or unenforceable in any respect
under any law, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
n) FURTHER ASSURANCES: In connection with this Agreement, as well
as all transactions contemplated by this Agreement as offered by the MEMBER
from time to time, each party agrees to execute and deliver such additional
documents and to perform such additional actions may be necessary, appropriate
or reasonably requested to carry out or evidence the transactions in respect
of the services availed by the CLIENT from time to time .
30. REDRESSAL OF GRIEVANCES
The MEMBER agrees that it shall co-operate in redressing grievances
of the CLIENT in respect of transactions routed through it and in removing
objections for bad delivery of shares, rectification of bad delivery,
etc. in respect of shares and securities delivered / to be delivered or
received / to be received by the CLIENT.
31. DISPUTE RESOLUTION
(a) The MEBER and the CLIENT agree to refer any claims and/or disputes
to arbitration as per the Rules, Byelaws and Regulations of the Exchange
and circulars issued thereunder as may be in force from time to time.
(b) The MEMBER and the CLIENT are aware of the provisions
of the bye laws rules and regulations of the Exchange relating to the
resolution of the disputes / differences through the mechanism of arbitration
provided by the Exchanges and agree to abide by the said provisions in
so far as any disputes under these Terms relate to transactions that are
to be carried out on the Exchanges.
(c) Except for the claims/disputes which are subject to
the Rules and Regulations of the respective Exchanges on which the trades
have been executed, any and all claims and disputes arising out of or
in connection with this Agreement or its performance shall be settled
by arbitration by a single arbitrator to be appointed by the MEMBER.
The parties agree that the arbitration shall be held at such place within
India as the MEMBER may in its sole discretion specify at the time
of, or at any time prior or subsequent to, the reference to arbitration.
The Courts at the place specified by the MEMBER for holding the
arbitration proceedings or, if law does not permit the same, the Courts
at the city in which the MEMBER's concerned office is situated,
shall have exclusive jurisdiction in relation to this Agreement, the arbitration
and all matters arising in connection herewith and therewith. The arbitration
shall be governed by the provisions of the Arbitration and Conciliation
Act, 1996 .
d) The MEMBER and the CLIENT agree to abide by any
award passed by the Ombudsman under the SEBI (Ombudsman) Regulations ,2003.
1. Indian Jurisdiction
A) The MEMBER and the CLIENT declare and agree that
the transactions executed on the Exchange are subject to the Rules, Byelaws
and Regulations and circulars issued thereunder of the Exchange and all
parties to such trade shall have submitted to the jurisdiction of such
court as may be specified by the Bye laws and regulations of the Exchange
for the purpose of giving effect to the provisions of the Rules, Byelaws
and Regulations of the Exchange and the circulars issued thereunder.
B) The MEMBER hereby agrees that it shall ensure faster
settlement of any arbitration proceedings arising out of the transactions
entered into between the MEMBER and the CLIENT and that
it shall be liable to implement the arbitration awards made in such proceedings.
2. Foreign Jurisdiction
This service does not constitute an offer to sell or a solicitation
of an offer to buy any shares, securities or other instruments to any
person in any jurisdiction where it is unlawful to make such an offer
or solicitation. This service is not intended to be any form of an investment
advertisement, investment advice or investment information and has not
been registered under any securities law of any foreign jurisdiction and
is only for the information of any person in any jurisdiction where it
may be lawful to offer such a service. Further, no information on www.kotaksecurities.com
is to be construed as a representation with respect to shares, securities
or other investments regarding the legality of an investment therein under
the respective applicable investment or similar laws or regulations of
any person or entity accessing www.kotaksecurities.com
33. PROPREITARY TRADING
The MEMBER discloses herewith that it undertakes Proprietary trading
in addition to CLIENT based trading.
The CLIENT confirms having read and understood the terms and conditions
of the MEMBER CLIENT agreement and those relating to various services
and products and accepts and agrees to be bound by the terms and conditions
including those excluding/limiting the MEMBER's and Exchanges' liabilities.
34. WORDS AND EXPRESSIONS
Words and expressions which are used in this Agreement, but which are
not defined herein shall, unless the context otherwise requires, have
the same meaning as assigned thereto in the Rules, Byelaws and Regulations
of the Exchange and circulars issued thereunder.
This agreement can be altered , amended and /or modified by the parties
mutually in writing without derogating from the contents of this Agreement.
Provided however , if the rights and obligations of the parties hereto
are altered by virtue of change in Rules and Regulations of SEBI or byelaws
,Rules and Regulations of the Exchange, such changes shall be deemed to
have been incorporated herein in modification of the rights and obligations
of the parties mentioned in this agreement . The amendments shall be intimated
to the CLIENT.. In case the CLIENT continues to deal with the MEMBER subsequent
to the intimation of such amendments, it shall be deemed that the CLIENT
is agreeable to the new clauses. However the CLIENT has the right to terminate
the agreement through communication in writing subject to the meeting
of the financial and other obligations under this agreement.