MCA-C02
STOCK
BROKER – CLIENT AGREEMENT (NSE)
This agreement is made and executed at..............................this.................day
of..............................20___ between: M/s Jaypee Capital Services
Limited, a body corporate, registered/incorporated under the provisions
of the Companies Act, 1956, being a stock broker of the National Stock
Exchange of India Ltd. with SEBI Registration No. INB230813938 in the Cash
Market and INF230813938 in the F&O Segment (hereinafter called “the
Exchange”), and having his/her/its registered office at 1114/11th Floor,
Naurang House, 21 K.G. Marg, New Delhi-110001 (hereinafter called “the
Stock broker”) And Mr./Ms/M/s......................................................................................................an
individual/ a sole proprietary concern/a body corporate, registered/incorporated
under the provisions of the Indian Partnership Act, 1932/the Companies
act, 1956, having his/her/its residence/registered office at...............................................................................................................(hereinafter
called “the client”) which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include his/her heirs, executors,
administrators and legal representatives/the partners for the time being
of the said firm, the survivor or survivors of them and their respective
heirs, executors, administrators and legal representatives/its successors,
as the case may be, of the Other Part:
WITNESSETH :
WHEREAS the STOCK BROKER is registered as
the trading stock broker of the National Stock Exchange of India Ltd. with
SEBI registration number INB230813938 In the Cash Market and INF230813938
in the F&O Segment. WHEREAS the CLIENT is desirous of investing/trading
in those securities/ contracts/other instruments admitted to dealings on
the Exchange as defined in the Rules, Byelaws and Regulations of the Exchange
and circulars issued there under from time to time. WHEREAS the CLIENT
has satisfied itself of the capacity of the stock broker to deal in securities
and/or deal in derivatives contracts and wishes to execute its orders through
the stock broker and the client shall from time to time continue to satisfy
itself of such capability of the stock broker before executing orders through
the stock broker. WHEREAS the STOCK BROKER has satisfied and shall continuously
satisfy itself about the genuineness and financial soundness of the client
and investment objectives relevant to the services to be provided; and
WHEREAS the STOCK BROKER has taken steps and shall take steps to make the
client aware of the precise nature of the Stock broker’s liability for
business to be conducted, including any limitations, the liability and
the capacity in which the stock broker acts. WHEREAS the STOCK BROKER and
the CLIENT agree to be bound by all the Rules, Byelaws and Regulations
of the Exchange and circulars issued there under and Rules and Regulations
of SEBI and relevant notifications of Government authorities as may be
in force from time to time. Now, therefore, in consideration of the mutual
understanding as set forth in this agreement, the parties thereto have
agreed to the following terms and conditions:
1. The client agrees
to immediately notify the Stock broker in writing if there is any change
in the information in the ‘client registration form’ provided by the client
to the stock broker at the time of opening of the account or at any time
thereafter.
2. The Stock broker 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.
The client agrees that:
a. He has read and understood
the risks involved in trading on a stock exchange.
b. He shall be wholly responsible
for all his investment decisions and trades.
c. The failure of the client
to understand the risk involved 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 chose to trade.
d. He is liable to pay applicable
initial margins, withholding margins, special margins or such other margins
as are considered necessary by the stock broker 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 stock broker
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.
e. 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 trade be obliged to pay (or entitled to receive) such further sums
as the contract may dictate/require.
f. The client will pay
or receive applicable daily margins.
g. The client shall deposit
with the Stock broker monies, securities or other property, which may be
required to open and maintain his/her/its account with the Stock broker.
3. The Client agrees
to pay to the Stock broker brokerage and statutory levies as are prevailing
from time to time and as they apply to the Client’s account, transactions
and to the services that stock broker renders to the Client. The Stock
broker agrees that it shall not charge brokerage more than the maximum
brokerage permissible as per the rules, regulations and bye-laws of the
relevant stock exchange/SEBI.
4. The client agrees
to abide by the exposure limits, if any, set by the Stock broker or by
the Exchange or Clearing Corporation or SEBI from time to time.
5. “Without prejudice
to the Stock broker’s other rights (including the right to refer a matter
to arbitration), the Stock broker 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.
6. The Stock broker agrees
that the money/securities deposited by the client shall be kept in a separate
account, distinct from his/its own account or account of any other client
and shall not be used by the Stock broker for himself/itself or for any
other client or for any purpose other than the purposes mentioned in SEBI
Rules and Regulations circulars/ guidelines/Exchanges Rules/Regulations/Bye-Iaws
and circulars. However the Stock broker’s Right of General Lien available
under Law shall be applicable on the accounts of the Client.
7. The client agrees
to immediately furnish information to the Stock broker in writing, if any
winding up petition or insolvency petition has been filed or any winding
up or insolvency order or decree or award is passed against him or if any
litigation which may have material bearing on his capacity has been filed
against him.
8. The Stock broker agrees
to inform the client and keep him appraised 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.
9. In the 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, Stock broker 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 there from.
10. The Stock broker 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.
11. The Stock broker shall continue
to be responsible for replacing bad deliveries of the client in accordance
with applicable “Good & 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.
12. The Stock broker 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.
13. The client and the Stock broker
agree to refer any claims and/or disputes to arbitration as per the Rules,
Byelaws and Regulations of the Exchange and circulars issued there under
as may be in force from time to time.
14. The Stock broker hereby agrees
that he shall ensure faster settlement of any arbitration proceedings arising
out of the transactions entered into between him and the client and that
he shall be liable to implement the arbitration awards made in such proceedings.
15. Information about 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).
16. The Stock broker 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.
17. The Stock broker and the client
agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman)
Regulations, 2003.
18. The Stock broker and the client declare
and agree that the transactions executed on the Exchange are subject to
Rules, Byelaws and Regulations and circulars issued there under of the
Exchange and all parties to such trade shall have submitted to the jurisdiction
of such court as may be specified by the Byelaws 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 there
under.
19. The Client agrees that he/she/it
will not be compensated by the Stock broker for any “lost opportunity” viz.,
notional profits on buy/sell orders which could not be executed or real
loss from delay in executed orders due to any reason whatsoever including
but not limited to time lag in the execution of the order or the spread
at which the system of the Stock broker or of the Exchange is operating
or the delay in stock queries or any shutting down by the Stock broker
of his system for any reason or the Stock broker disabling the Client from
trading on his system for any reason whatsoever. Further, the stock broker
does not warrant that the services will be uninterrupted or error free.
The service is provided on ‘as provided basis’ without warranties of any
kind.
20. 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.
21. This agreement shall forthwith
terminate; if the Stock broker for any reason ceases to be a stock broker
of the stock exchange including cessation of stock broker ship by reason
of the Stock broker’s default, death, resignation or expulsion or if the
certificate issued by the Board is cancelled.
22. The Stock broker 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 parties. 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
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.
23. In addition to the specific rights
set out in this Agreement, the Stock broker and the client shall be entitled
to exercise any other rights which the Stock broker or the client may have
under the Rules, Bye-laws and Regulations of the Exchange and circulars
issued there under or Rules and Regulations of SEBI.
24. 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
there under.
25. The provisions of this agreement
shall always be subject to Government notifications, any rules, regulations,
guidelines and circulars issued by SEBI and Rules, Regulations and Bye
laws of the relevant stock exchange that may be in force from time to time.
26. The Stock broker 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
stock broker may so disclose information about its his client to any person
or authority with the express permission of the client.
27. The client agrees that he will
not act as sub broker without prior permission of the stock broker.
28. In case where the payment by
the client towards the margin is made through a cheque issued in favour
of the stock broker, any trade(s) would be executed by the stock broker
only upon the realization of the funds of the said cheques or at the discretion
of the stock broker.
29. The Stock broker 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 Stock brokers
requirement of payment of Margin in the form of cash immediately failing
which the Stock broker 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 be borne by the Client,
and the Stock broker is hereby fully indemnified and harmless by the Client
in this behalf.
30. Any reference in these terms
to sale or transfer of securities by the Stock broker shall be deemed to
include sale of the securities which form part of the Margin maintained
by the client with the stock broker. In exercise of the Stock broker’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 Stock brokers
discretion.
31. Types of services offered: The
Stock broker agrees to provide and the client agrees to avail of, the following
services:
Trading Facilities
Clearing Facilities
And such other services as permitted by
SEBI and the Exchange from time to time.
32. The client confirms having read
and understood the terms and conditions of the Stock broker’s 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 stock brokers and Exchange’s liability.
33. In case the Client buys securities
in one settlement, and sells the same in a subsequent settlement, without
having received the payout of the securities, any resulting auction/losses
will be the sole responsibility of the client. 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 Bye-laws, Rules and Regulations of the relevant
stock 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.
34. Restrictions on access to Website
and Training- client understands that the stock broker may at any time,
at its 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 Stock broker may terminate the Client’s
account at any time for any reason and without any 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 stock broker or the Client incurred prior to the date the
account is closed.
35. Under no circumstances shall
the Stock broker or involved in creating, producing, delivering or managing
the Stock broker’s Services be liable for any direct, incidental, special
or consequential damages that result from the use of or inability to use
service, delay in transaction of any communication, in each case for any
reason whatsoever (including on account break down 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 stock broker or otherwise.
36. Whenever the Stock broker deems
it necessary for its protection in its sole and absolute discretion, or
if, in the Stock brokers opinion, the Client has breached any material
term of this Agreement or defaulted in respect of any transaction with
the Stock broker or any related companies to which it is a party; or if
any representation, warranty or undertaking made in this Agreement or in
any document delivered to the stock broker pursuant to or in connection
with this Agreement was when given or hereafter becomes incorrect in any
material request; or for compliance with any rules or regulations of any
relevant exchange or clearing house; or in the event that a petition in
bankruptcy is filed against the Client or an order is made or resolution
passed for the Client’s voluntary or compulsory winding up or a meeting
is convened for the purpose of considering a resolution that the Client
should be so wound up; or in the event that a judicial declaration of incompetence
is made in respect of the Client or the Client dies; or any warrant or
order of attachment or distress or equivalent order is issued against any
of the Client’s accounts with the Stock broker or any related companies
then all amounts owing by the Client to the stock broker shall become forthwith
payable on demand and interest will accrue at the rate specified on amounts
outstanding from time to time, and the Stock broker shall be entitled at
its absolute desecration, without further notice or demand forthwith to
: satisfy any obligation the CLIENT may have to the Stock broker (either
directly or by way of guarantee or other security) out of the sale or other
realization, in the such manner and upon such terms as the Stock broker
may in absolute discretion decide, of all or any part of any property held
by the Stock broker and/or any related companies for any purpose in any
account of the Client; “Cancel any open orders for the purchase and sale
of Securities; sell any or all Securities long in any account of the Client;
buy any or all Securities which may be short in any account of the Client
and exercise its rights under any other provisions of this Agreement. The
Stock broker may apply the net proceeds after the deduction of all fees,
costs and expenses (including legal costs) incurred in connection with
the exercise of any such action referred to in this Clause in reduction
of the Clients then outstanding obligations or indebtedness to the Stock
broker, and/or any related companies. The Client shall at all times be
liable for the payment upon demand of any debtor negative balance whatsoever
and howsoever arising on an account (including in the event of any liquidation
of any such account) together with any cost or expense (including legal
costs on all full indemnity basis) incurred by the Stock broker related
to the exercise of its rights under this Agreement and for the payments
upon demand of any debt or negative balance that may exist after the Stock
broker has exercised any of its rights under this Agreement. The Client
hereby waives all claims and demands (if any) against the Stock broker
in respect of any loss, in voluntary or otherwise, directly, arising form
the exercise by the Stock broker of the powers conferred by this clause,
howsoever such loss may have been caused (other than through the willful
misfeasance or negligence of the Stock broker or the reckless disregard
of the obligations of the Stock broker under this clause), whether in relation
to the timing or manner of the exercise of such powers or otherwise. The
Stock broker and/or any related companies may purchase the Securities or
other assets which are subject of any sale made pursuant to this clause
free from any right of redemption and neither the Stock broker nor any
related companies shall be accountable to the Client for any profits, charges
or commissions received by any of them or their nominees or agents as a
results of the exercise by the Stock broker conferred pursuant to this
clause, Information about default in payment/delivery and related aspects
by a Client shall be brought to the notice of the 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 the director(s)/
promoters (s)/ Partners(s)/ proprietor as the case may be, shall also be
communicated to the relevant stock exchange{s) / other statutory authorities.
37.Certain polices and/or procedures
may be further outlined on the Stock broker’s Web site and material/ literature
and frequently asked questions (FAQ’S) provided to the Client. Through
the use of the Stock broker’s Web site and Services the Client agrees to
be bound by any and such notices, policies and terms of doing business,
38. The Client confirms and agrees
that it will be the sole authorized user of the User name, Password, Customer
user Identification Number, Telephone Identification Number (T-Pin) or
other identification or Security code by whatever name called, to be given
to it by the Stock broker to access Stock broker’s system or service through
Stock broker web site, over the telephone or in such manner as may be permitted
by the Stock broker for availing of the service. The Client accepts sole
responsibility for confidentiality and protection of the User name Password,
The Customer User Identification Number, T-Pin or other security code(s)
as issued by the Stock broker to Client from time to time (hereinafter
referred to as “security codes” as for all orders and information changes
entered in to the Client account using such security codes. The Client
shall ensure that such security code(s) is/are not revealed to any third
party. The Client forgets the security code(s) a request for changes of
such security code(s) should be sent to the Stock broker in writing. On
receipt of such request the Stock broker shall discontinue the use of old
security code{s) and shall generate new security code(s) for the Client
which shall be communicated to Client. However the Client shall be responsible
and liable for all transaction that are carried out by the use of only
security code(s). Neither the Stock broker nor any of its officers, directors,
employees, agents, affiliates or subsidiaries will have any responsibility
or liable to Client or to any persons whose claim may arise through the
respect to any of the circumstance described above.
39. The Client shall memories the
security code{s) and not record it in writing 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.
40. Any order entered using the Client’s
security code{s) either through the website or through telephone or otherwise
or demand to be that of the Client if third party’s gain access to Stock
broker’s services through the use of Client’s security code{s) the Client
will be responsible for the same. The Client shall indemnify and keep the
Stock broker indemnified and harmless Stock broker liability, costs or
damages arising out of claims or suits by or against such third party based
on the retaliating to such access and use of security code 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 other
information or order on the Client’s personal computer is at Client’s own
risk and is the Client’s sole responsibility.
41. The Client shall immediately
notify the Stock broker in writing, delivered, via e-mail & registered
AD, if the Client becomes aware of any loss, theft of unauthorized use
of Client’s security code(s) and account number or any failure by the Client
to receive the 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 balance, securities position, or transaction history.
In the case where the Client notifies such loss, theft or unauthorized
use of the Client’s Security code (s) password and account number to the
Stock broker, it 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 using the Client’s password. When any of the above circumstances
occur, neither the Stock broker nor any of its officers, directors, employees,
agents or subsidiaries will have any responsibility or liability to the
Client or any other person whose claim may arise through the Client with
respect to any circumstances described above.
42. The instructions issued by an
authorized representative of the Client shall be binding on the Client
in accordance with the letter authorizing the said representative to deal
on behalf of the Client. The Client is aware that authentication technologies
and strict security measures are required for the Internet trading through
order routed system and undertakes to ensure that the security code(s)
of the Client and/or his/her/its authorized representative. In the event
of the authorized representative (s) being replaced, it shall be the responsibility
of the Client to inform the Stock broker of the change in writing, failing
which the Client shall be responsible for the trade obligations arising
out of the actions of both the representatives old as well as the new representative.
In the event of the authorized representative being replaced, it shall
be responsibility of the constituent to inform the Stock broker 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.
43. The Client hereby undertakes
to ;
i. Place
the initial and maintenance margin amounts as the stock broker may specify
to the Constituent from time to time, subject to requirements specified
by SEBI.
ii. Authorize
retention of the shares with the Stock broker upon the receipt of the same
in the payout from the Stock exchange till the amount due in respect of
the said transaction including the dues to the Stock broker is paid in
full by the Client.
iii. Pay the Stock
broker-Brokerage, commission, fees, transaction costs, service tax, stamp
duty and other taxes / expenses as are prevailing from time to time and
as they apply to the Client’s account, transactions and to the Services
that the stock broker renders to the Constituent.
iv. Abide by any
revision in any of the terms of this agreement as may be agreed between
the parties.
44. The Stock broker represents that
on entering into this agreement and deposit of initial margin by the Client
the Stock broker undertakes to settle the obligation the Stock Exchange
for and on behalf of the Client. The Client hereby agrees and authorizes
the Stock broker to make such payments on his behalf.
45. The Client authorizes the Stock
broker to conduct at any time a credit enquiry or check on the Client for
the purpose of ascertaining the financial situation and investment objectives
of the Client and the Client shall provides such financial and other information
to the Stock broker as may be required by the Stock broker from time to
time.
46. The Stock broker discloses herewith
that it undertakes Proprietary trading also in addition to Client based
trading.
47. If any provisions of these terms
are held invalid or unenforceable by reason of any law, rule, administrative
order or judicial decision by any court, or regulatory or self-regulatory
agency or body, such invalidity or unenforceability shall attach only to
such provision or terms held invalid. The validity of the remaining provisions
and terms shall not be affected thereby and these terms shall be carried
out as if such invalid/unenforceable provisions or terms were not contained
herein.
48. The CLIENT is aware that authentication
technologies and strict security measure are required for the internet
trading through order routed system and undertakes to ensure that the password
of the CLIENT and/or his authorised representatives are not revealed to
any third party.
49. The CLIENT agrees that STOCK
BROKER shall not be liable to responsible for non-execution of the orders
of the CLIENT due to any link/system failure at the CLIENT/STOCK BROKERS/EXCHANGE
end.
50. The Stock Exchange may cancel
a trade suo-moto without giving any reason thereof. In the event of such
cancellation, STOCK BROKER shall be entitled to cancel relative contract(s)
with CLIENT.
51. The STOCK BROKER shall also send
the Order/Trade confirmation slip through E-mail to the CLIENT at his request,
within such time period as specified by the Client from time to time of
execution of order/trade on the NEAT system, as the case may be. The CLIENT
agrees that the information sent by STOCK BROKER by E-mail is deemed to
be a valid delivery of such information by the STOCK BROKER.
52. The CLIENT is aware that the
STOCK BROKER has provided on the web site a facility for reconfirmation
of orders, which are larger than that specified by the STOCK BROKER’s risk
management, by the STOCK BROKER and is also aware that the STOCK BROKER
has the discretion to reject the execution of such orders based on his
risk perception. 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 Bye-laws, Rules and Regulations of the relevant stock 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.
IN WITNESS THEREOF the parties to the Agreement have caused these presents
to be executed as of the day and year first above written.
For and on Behalf of Constituent
CLIENT NAME & SIGNATURE
NAME :............................ SIGNATURE
...................................
WITNESS
1)*PLEASE AFFIX THE RUBBER STAMP IN CASE
THE CONSTITUENT IS A NON-INDIVIDUAL ENTITY
For and on Behalf of Stock broker
STOCK BROKER’S NAME & SIGNATURE
NAME : JAYPEE CAPITAL SERVICES LIMITED SIGNATURE
:................................
WITNESS
1)
MCA-C03
STOCK BROKER - CLIENT AGREEMENT (BSE)
This agreement is made and executed at...................................
this..................day of ...........................,20- between: M/sJaypee
Capital Services Limited, a body corporate, registered/incorporated under
the provisions of the Companies Act, 1956, being a stock broker of The
Bombay Stock Exchange Limited with SEBI Registration No. INB010813930 in
the Cash Market Segment and INF 010813930 F&O Segment (hereinafter
called “the Exchange”), and having his/her/its registered office at 1114/11th
floor, Naurang House, 21 , K. G. Marg, New Delhi-11 0 001 (hereinafter
called “the Stock broker”) And Mr./Ms/M/s.............................................................................................,
an individual/a sole proprietary concern/a partnership firm/a body corporate,
registered/incorporated, under the provisions of the Indian Partnership
Act, 1932/the Companies Act, 1956, having his/her/its residence/ registered
office at..............................................................
.................................(hereinafter called “the client”) which
expression shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include his/her heirs, executors, administrators and
legal representatives/the partners for the time being of the said firm,
the survivor or survivors of them and their respective heirs, executors,
administrators and legal representatives/its successors, as the case may
be, of the one/Other Part;
WITNESSES:
WHEREAS the STOCK BROKER is registered as
the trading stock broker of The Bombay Stock Exchange Limited with SEBI
Registration No. INB010813930 in the Cash Market Segment WHEREAS the CLIENT
is desirous of investing/trading in those securities/ contracts/other instruments
admitted to dealings on the Exchange as defined in the Rules, Byelaws and
Regulations of the Exchange and circulars issued there under from time
to time. WHEREAS the CLIENT has satisfied itself of the capacity of the
stock broker to deal in securities and/or deal in derivatives contracts
and wishes to execute its orders through the stock broker and the client
shall from time to time continue to satisfy itself of such capability of
the stock broker before executing orders through the stock broker. WHEREAS
the STOCK BROKER has satisfied and shall continuously satisfy itself about
the genuineness and financial soundness of the client and investment objectives
relevant to the services to be provided; and WHEREAS the STOCK BROKER has
taken steps and shall take steps to make the client aware of the precise
nature of the Stock broker’s liability for business to be conducted, including
any limitations, the liability and the capacity in which the stock broker
acts. WHEREAS the STOCK BROKER and the CLIENT agree to be bound by all
the Rules, Byelaws and Regulations of the Exchange and circulars issued
thereunder and Rules and Regulations of SEBI and relevant notifications
of Government authorities as may be in force from time to time. Now, therefore,
in consideration of the mutual understanding as set forth in this agreement,
the parties thereto have agreed to the following terms and conditions:
1. The client agrees
to immediately notify the Stock broker in writing if there is any change
in the information in the ‘client registration form’ provided by the client
to the stock broker at the timeof opening of the account or at any time
thereafter.
2. The Stock broker 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.
The client agrees that:
a. He has read and understood
the risks involved in trading on a stock exchange.
b. He shall be wholly
responsible for all his investment decisions and trades.
c. The failure of the client to understand
the risk involved 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 chose to trade.
d. He is liable to pay
applicable initial margins, withholding margins, special margins or such
other margins as are considered necessary by the stock broker 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 stock broker 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.
e. 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 trade, be obliged to pay (or entitled to receive) such further sums
as the contract may dictate/require.
f. The client will
pay or receive applicable daily margins.
g. The client shall deposit
with the Stock broker monies, securities or other property, which may be
required to open and maintain his/her/its account with the Stock broker.
3. The Client agrees
to pay to the Stock broker brokerage and statutory levies as are prevailing
from time to time and as they apply to the Client’s account, transactions
and to the services that stock broker renders to the Client. The Stock broker
agrees that it shall not charge brokerage more than the maximum brokerage
permissible as per the rules, regulations and bye-laws of the relevant
stock exchange/SEBI.
4. The client agrees
to abide by the exposure limits, if any, set by the Stock broker or by
the Exchange or Clearing Corporation or SEBI from time to time.
5. Without prejudice
to the Stock broker’s other rights (including the right to refer a matter
to arbitration), the Stock broker 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.
6. The Stock broker agrees that
the money/securities deposited by the client shall be kept in a separate
account, distinct from his/its own account or account of any other client
and shall not be used by the Stock broker for himself/itself
or for any other client or for any purpose other than the purposes mentioned
in SEBI Rules and Regulations circulars/ guidelines/Exchanges Rules/Regulations/Bye-Iaws and circulars. However
the ~ember’s Right of General Lien available under Law shall be applicable
on the accounts of the Client.
7. The client agrees to immediately
furnish information to the Stock broker in writing, if any winding up petition
or insolvency petition has been filed or any winding up or insolvency order
or decree or award is passed against him or if any litigation which may
have material bearing on his capacity has been filed against him.
8. The Stock broker agrees
to inform the client and keep him appraised 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.
9. In the event to 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, Stock broker 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 there from.
10. The Stock broker 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.
11. The Stock broker shall continue
to be responsible for replacing bad deliveries of the client in accordance
with applicable “Good & 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.
12. The Stock broker 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.
13. The client and the Stock broker
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.
14. The Stock broker hereby agrees
that he shall ensure faster settlement of any arbitration proceedings arising
out of the transactions entered into between him and the client and that
he shall be liable to implement the arbitration awards made in such proceedings.
15. Information about 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).
16. The Stock broker 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.
17. The Stock broker and the client
agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman)
Regulations, 2003.
18. The Stock broker and the client
declare and agree that the transactions executed on the Exchange are subject
to 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 Byelaws 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.
19. The Client agrees that he/she/it
will not be compensated by the Stock broker for any “lost opportunity” viz.,
notional profits on buy/sell orders which could not be executed or real
loss from delay in executed orders due to any reason whatsoever including
but not limited to time lag in the execution of the order or the spread
at which the system of the Stock broker or of the Exchange is operating
or the delay in stock queries or any shutting down by the Stock broker
of his system for any reason or the Stock broker disabling the Client from
trading on his system for any reason whatsoever. Further, the stock broker
does not warrant that the services will be uninterrupted or error free.
The service is provided on ‘as provided basis’ without warranties of any
kind.
20. 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.
21. This agreement shall forthwith
terminate; if the Stock broker for any reason ceases to be a stock broker
of the stock exchange including cessation of stock broker ship by reason
of the Stock broker’s default, death, resignation or expulsion or if the
certificate issued by the Board is cancelled.
22. The Stock broker 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 parties. 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
shall continue to subsist and vest in /be binding on the respective parties
or his I its respective heirs, executors, administrators, legal representatives
or successors, as the case may be.
23. In addition to the specific rights
set out in this Agreement, the Stock broker and the client shall be entitled
to exercise any other rights which the Stock broker or the client may have
under the Rules, Bye-laws and Regulations of the Exchange and circulars
issued there under or Rules and Regulations of SEBI.
24. 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
there under.
25. The provisions of this agreement
shall always be subject to Government notifications, any rules, regulations,
guidelines and circulars issued by SEBI and Rules, Regulations and Bye
laws of the relevant stock exchange that may be in force from time to time.
26. The Stock broker hereby undertakes
to maintain the details of the client
27. 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 personal authority except as required under any law/regulatory requirements;
Provided however that the stock broker may so disclose information about
its his client to any person or authority with the express permission of
the client.
27. The client agree that he will
not act as sub broker without prior permission of the stock broker.
28. In case where the payment by
the client towards the margin is made through a cheque issued in favour
of the stock broker, any trade(s) would be executed by the stock broker
only upon the realization of the funds of the said cheques or at the discretion
of the stock broker.
29. The Stock broker 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 Stock broker’s requirement
of payment of Margin in the form of cash immediately failing which the
Stock broker 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 be borne by the Client, and the Stock
broker is hereby fully indemnified and harmless by the Client in this behalf.
30. Any reference in these terms
to sale or transfer of securities by the Stock broker shall be deemed to
include sale of the securities which form part of the Margin maintained
by the client with the stock broker. In exercise of the Stock broker’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 Stock broker’s
discretion.
31. Types of services offered: The
Stock broker agrees to provide and the client agrees to avail of, the following
services:
Trading Facilities
Clearing Facilities
And such other services as permitted by
SEBI and the Exchange from time to time.
32. The client confirms having read
and understood the terms and conditions of the Stock broker 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 stock broker’s and Exchange’s liability.
33. In case the Client buys securities
in one settlement, and sells the same in a subsequent settlement, without
having received the payout of the securities, any resulting auction/losses
will be the sole responsibility of the client. 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 Bye-laws, Rules and Regulations of the relevant
stock 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.
34. Restrictions on access to Website
and Training- client understands that the stock broker may at any time,
at its 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 Stock broker may terminate the Client’s
account at any time for any reason and without any 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 stock broker or the Client incurred prior to the date the
account is closed.
35. Under no circumstances shall
the Stock broker or involved in creating, producing, delivering or managing
the Stock broker’s Services be liable for any direct, incidental, special
or consequential damages that result from the use of or inability to use
service, delay in transaction of any communication, in each case for any
reason whatsoever (including on account break down 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 stock broker or otherwise.
36. Whenever the Stock broker deems
it necessary for its protection in its sole and absolute discretion., or
if, in the Stock broker’s opinion, the Client has breached any material
term of this Agreement or defaulted in respect of any transaction with
the Stock broker or any related companies to which it is a party; or if
any representation, warranty or undertaking made in this Agreement or in
any document delivered to the stock broker pursuant to or in connection
with this Agreement was when given or hereafter becomes incorrect in any
material request; or for compliance with any rules or regulations of any
relevant exchange or clearing house; or in the event that a petition in
bankruptcy is filed against the Client or an order is made or resolution
passed for the Client’s voluntary or compulsory winding up or a meeting
is convened for the purpose of considering a resolution that the Client
should be so wound up; or in the event that a judicial declaration of incompetence
is made in respect of the Client or the Client dies; or any warrant or
order of attachment or distress or equivalent order is issued against any
of the Client’s accounts with the Stock broker or any related companies
then all amounts owing by the Client to the stock broker shall become forthwith
payable on demand and interest will accrue at the rate specified on amounts
outstanding from time to time, and the Stock broker shall be entitled at
its absolute desecration, without further notice or demand forthwith to
: satisfy any obligation the CLIENT may have to the Stock broker (either
directly or by way of guarantee or other security) out of the sale or other
realization, in the such manner and upon such terms as the Stock broker
may in absolute discretion decide, of all or any part of any property held
by the Stock broker and/or any related companies for any purpose in any
account of the Client; cancel any open orders for the purchase and sale
of Securities; sell any or all Securities long in any account of the Client;
buy any or all Securities which may be short in any account of the Client
and exercise its rights under any other provisions of this Agreement. The
Stock broker may apply the net proceeds after the deduction of all fees,
costs and expenses (including legal costs) incurred in connection with
the exercise of any such action referred to in this Clause in reduction
of the Clients then outstanding obligations or indebtedness to the Stock
broker, and/or any related companies. The Client shall at all times be
liable for the payment upon demand of any debt or negative balance whatsoever
and howsoever arising on an account (including in the event of any liquidation
of any such account) together with any cost or expense (including legal
costs on all full indemnity basis) incurred by the Stock broker related
to the exercise of its rights under this Agreement and for the payments
upon demand of any debt or negative balance that may exist after the Stock
broker has exercised any of its rights under this Agreements. The Client
hereby waives all claims and demands (if any) against the Stock broker
in respect of any loss, in voluntary or otherwise, directly, arising form
the exercise by the Stock broker of the powers conferred by this clause,
howsoever such loss may have been caused (other than through the willful
misfeasance or negligence of the Stock broker or the reckless disregard
of the obligations of the Stock broker under this clause), whether in relation
to the timing or manner of the exercise of such powers or otherwise. The
Stock broker and/or any related companies may purchase the Securities or
other assets which are subject of any sale made pursuant to this clause
free from any right of redemption and neither the Stock broker nor any
related companies shall be accountable to the Client for any profits, charges
or commissions received by any of them or their nominees or agents as a
results of the exercise by the Stock broker conferred pursuant to this
clause, Information about default in payment/delivery and related aspects
by a Client shall be brought to the notice of the stock exchange(s) in
case where defaulting Client is a corporate entity I partnership I proprietary
firm or any other artificial legal entity, then the name(s) of the director(s)
/ promoters (s)/ Partners(s) I proprietor as the case may be, shall also
be communicated to the relevant stock exchange(s) I other statutory authorities
37. Certain polices and/or procedures
may be further outlined on the Stock broker’s Web site and material/literature
and frequently asked questions (F&O’S) provided to the Client. Through
the use of the Stock broker’s Web site and Services the Client agrees to
be bound by any and such notices, policies and terms of doing business.
38. The Client confirms and agrees that
it will be the sole authorised user of the User name, Password, Customer
user Identification Number, Telephone Identification Number (T-Pin) or
other identification or Security code by whatever name called, to be given
to it by the Stock broker to access Stock broker’s system or service through
Stock broker web site, over the telephone or in such manner as may be permitted
by the Stock broker for availing of the service. The Client accepts sole
responsibility for confidentiality and protection of the User name Password,
The Customer User Identification Number, T-Pin or other security code(s)
as issued by the Stock broker to Client from time to time (hereinafter
referred to as .security codes as for all orders and information changes
entered in to the Client account using such security codes. The Client
shall ensure that such security code(s) is/are not revealed to any third
party. If the Client forgets the security code(s) a request for changes
of such security code(s) should be sent to the Stock broker in writing.
On receipt of such request the Stock broker shall discontinue the use of
old security code(s) and shall generate new security code(s) for the Client
which shall be communicated to Client. However the Client shall be responsible
and liable for all transaction that are carried out by the use of only
security code(s). Neither the Stock broker nor any of ~s officers, directors,
employees, agents, affiliates or subsidiaries will have any responsibility
or liable to Client or to any persons whose claim may arise through the
respect to any of the circumstance described above.
39. The Client shall memories the security
code(s) and not record it in writing 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.
40. Any order entered using the Client’s
security code(s) either through the website or through telephone or otherwise
or demand to be that of the Client if third party’s gain access to Stock
broker’s services through the use of Client’s security code(s) the Client
will be responsible for the same. The Client shall indemnify and keep the
Stock broker indemnified and harmless Stock broker liability, costs or
damages arising out of claims or suits by or against such third party based
on the retaliating to such access and use of security code 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 other
information or order on the Client’s personal computer is at Client’s own
risk and is the Client’s sole responsibility.
41. The Client shall immediately notify
the Stock broker in writing, delivered, via e-mail & registered AD,
if the Client becomes aware of any loss, theft of unauthorized use of Client’s
security code (s) and account number or any failure by the Client to receive
the 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 balance, securities position, or transaction history. In the case
where the Client notifies such loss, theft or unauthorized use of the Client’s
Security code (s) password and account number to the Stock broker, it 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
using the Client’s password. When any of the above circumstances occur,
neither the Stock broker nor any of its officers, directors, employees,
agents or subsidiaries will have any responsibility or liability to the
Client or any other person whose claim may arise through the Client with
respect to any circumstances described above.
42. The instructions issued by an authorized
representative of the Client shall be binding on the Client in accordance
with the letter authorizing the said representative to deal on behalf of
the Client. The Client is aware that authentication technologies and strict
security measures are required for the Internet trading through order routed
system and undertakes to ensure that the security code(s) of the Client
and/or his/her/its authorized representative. In the event of the authorized
representative (s) being replaced, it shall be the responsibility of the
Client to inform the Stock broker of the change in writing, failing which
the Client shall be responsible for the trade obligations arising out of
the actions of both the representatives old as well as the new representative.
In the event of the authorized representative being replaced, it shall
be responsibility of the constituent to inform the Stock broker 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.
43. The Client hereby undertakes to;
i. Place the
initial and maintenance margin amounts as the stock broker may specify
to the Constituent from time to time, subject to requirements specified
by SEBI.
ii. Authorize
retention of the shares with the Stock broker upon the receipt of the same
in the payout from the Stock exchange till the amount due in respect of
the said transaction including the dues to the Stock broker is paid in
full by the Client.
iii. Pay the Stock
broker-Brokerage, commission, fees, transaction costs, service tax, stamp
duty and other taxes / expenses as are prevailing from time to time and
as they apply to the Client’s account, transactions and to the Services
that the stock broker renders to the Constituent.
iv. Abide by any
revision in any of the terms of this agreement as may be agreed between
the parties.
44. The Stock broker represents that
on entering into this agreement and deposit of initial margin by the Client
the Stock broker undertakes to settle the obligation the Stock Exchange
for and on behalf of the Client. The Client hereby agrees and authorizes
the Stock broker to make such payments on his behalf.
45. The Client authorizes the Stock
broker to conduct at any time a credit enquiry or check on the Client for
the purpose of ascertaining the financial situation and investment objectives
of the Client and the Client shall provides such financial and other information
to the Stock broker as may be required by the Stock broker from time to
time.
46. The Stock broker discloses herewith
that it undertakes Proprietary trading also in addition to Client based
trading.
47. If any provisions of these terms
are held invalid or unenforceable by reason of any law, rule, administrative
order or judicial decision by any court, or regulatory or self-regulatory
agency or body, such invalidity or unenforceability shall attach only to
such provision or terms held invalid. The validity of the remaining provisions
and terms shall not be affected thereby and these terms shall be carried
out as if such invalid/unenforceable provisions or terms were not contained
herein. 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 Bye-laws, Rules and Regulations of the relevant stock 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.
IN WITNESS THEREOF the parties to the Agreement have caused these presents
to be executed as of the day and year first above written.
For and on Behalf of Constituent
CLIENT NAME & SIGNATURE
NAME : ................................
SIGNATURE: ............................................
WITNESS
1)*PLEASE AFFIX THE RUBBER STAMP IN CASE THE
CONSTITUENT IS A NON-INDIVIDUAL ENTITY
For and on Behalf of Stock broker
STOCK BROKER’S NAME & SIGNATURE
NAME : JAYPEE CAPITAL SERVICES LIMITED
SIGNATURE : ............................................
WITNESS
1)
CRD-C04
COMBINED RISK DISCLOSURE DOCUMENT FOR CM AND
/ OR F&O
This document is issued by the member of the
National Stock Exchange of India Ltd. (hereinafter referred to as “NSE”)
or The Bombay Stock Exchange Limited (hereinafter referred to as “BSE”)
which has been formulated by the Exchanges in co-ordination
with the Securities and Exchange Board of India (hereinafter referred to
as “SEBI”) and contains important information on trading in Equities Segment of NSE / BSE. All constituents are
urged read it before making a purchase or a sale in any security being
traded on NSE / BSE. NSE/BSE/SEBI does neither expressly nor impliedly
guarantee nor make any representation concerning the completeness, the
adequacy or accuracy of this disclosure document nor has NSE/BSE/ SEBI endorsed or passed any merits of participating
in the trading segments. This brief statement does not disclose all the
risks and other significant aspects of trading. In the light of the risks involved, you should
undertake transactions only if you understand the nature of the contractual
relationship into which you are entering and the extent of your exposure
to risk. You must know and appreciate that investment
in Equity shares or other instruments traded on the Stock Exchange(s),
known as risk capital, is generally not an appropriate avenue for someone
of limited resources/limited investment and/or
trading experience and low risk tolerance. You should therefore carefully
consider whether such trading is suitable for you in the light of your
financial condition. In case you trade on NSE/BSE and
suffer adverse consequences or loss, you shall be solely responsible for
the same and NSE/BSE, its Clearing Corporation/Clearing House and/or SEBI shall not be responsible, in any manner whatsoever,
for the same and it will not be open for you to take a plea that no adequate
disclosure regarding the risks involved was made or that you were not explained the full risk involved by the concerned
member. The constituent shall be solely responsible for the consequences
and no contract can be rescinded on that account. You must acknowledge and accept that there can be no guarantee of
profits or no exception from losses while executing orders for purchase
and/or sale of a security being traded on NSE/BSE. It must be clearly understood by you that your
dealings on NSE/BSE through a member shall be subject to your fulfilling
certain formalities set out by the member, which may interalia include
your filling the know your client form, client registration
form, execution of an agreement, etc., and are subject to the Rules, Byelaws
and Regulations of NSE/BSE and its Clearing Corporation, guidelines prescribed by SEBI and in force from time to
time and Circulars as may be issued by NSE/BSE or its Clearing Corporation/Clearing
House and in force from time to time. NSE/BSE does not provide or purport to provide
any advice and shall not be liable to any person who enters into any business
relationship with any trading member and/or sub-broker of NSE/BSE and/or any third party based on any information
contained in this document. Any information contained in this document
must not be construed as business advice/investment advice. No consideration to trade should be made without thoroughly
understanding and reviewing the risks involved in such trading. If you
are unsure, you must seek professional advice on the same. In considering whether to trade or authorize
someone to trade for you, you should be aware of the following:
1. BASIC RISKS INVOLVED IN TRADING
ON THE STOCK EXCHANGE (EQUITY AND OTHER INSTRUMENTS)
1.1 Risk of Higher Volatility ::
Volatility refers to the dynamic changes in
price that securities undergo when trading activity continues on the Stock
Exchange. Generally, higher the volatility of a security, greater is its
price swings. There may be normally greater volatility
in thinly traded securities than in active securities. As a result, your order may only be partially
executed or not executed at all, or the price at which your order got executed
may be substantially different from the last traded price or change substantially thereafter, resulting in notional
or real losses.
1.2 Risk of Lower Liquidity:
Liquidity refers to the ability of market participants
to buy and sell securities expeditiously at a competitive price and with
minimal price difference. Generally, it is assumed that more the numbers of orders available in a market, greater is
the liquidity. Liquidity is important because with greater liquidity, it
is easier for investors to buy or sell securities swiftly and with minimal
price difference, and as a result, investors are more likely
to payor receive a competitive price for securities purchased or sold.
There may be a risk of lower liquidity in some securities as compared to
active securities. As a result, your order may only
be partially executed, or may be executed with relatively greater price
difference or may not be executed at all.
1.2.1 Buying/selling
without intention of giving and/or taking delivery of a security, as part
of a day trading strategy, may also result in to losses, because in such
a situation, stocks may have to be sold/purchased at a low/high prices, compared
to the expected price levels, so as not to have any obligation to deliver/receive
a security.
1.3 Risk of Wider Spreads:
Spread refers to the difference in best buy
price and best sell price. It represents the differential between the price
of buying a security and immediately selling it or vice versa. Lower liquidity and higher volatility may result in wider than
normal spreads for less liquid or illiquid securities. This in turn will
hamper better price formation.
1.4 Risk-reducing orders:
Most Exchanges have a facility for investors
to place “limit orders”, “stop loss orders” etc. The placing of such orders
(e.g., “stop loss” orders or “limit” orders) which are intended to limit
losses to certain amounts may not be effective many
a time because rapid movement in market conditions may make it impossible
to execute such orders.
1.4.1 A “market” order
will be executed promptly, without regard to price and that, while the
customer may receive a prompt execution of a “market” order, the execution
may be at available prices of outstanding orders, which satisfy the order
quantity, on price time priority. It may be understood that these prices
may be significantly different from the last traded price or the best price
in that security.
1.4.2 A “limit” order
will be executed only at the “Limit” price specified for the order or a
better price. However, while the customer receives price protection, there
is a possibility that the order may not be executed at “ all.
1.4.3 A
stop loss order is generally placed “away” from the current price of a
stock, and such order gets activated if and when the stock reaches, or
trades through, the stop price. Sell stop order are entered ordinary below the current price, and
buy stop orders are entered ordinarily above the current price. When the
stock reaches the pre-determined price, or trades through such price, the stop loss order converts to a market/limit
order and is executed at the limit or better. There is no assurance therefore
that the limit order will be executable since a stock might penetrate the pre-determined price, in which case, the
risk of such order not getting executed arises, just as with a regular
limit order.
1.5 Risk of News Announcements:
Issuers make news announcements that may impact
the price of the securities. These announcements may occur during trading,
and when combined with lower liquidity and higher volatility, may suddenly cause an unexpected positive or
negative movement in the price of the security.
1.6 Risk of Rumours:
Rumours about companies at times float in the
market through word of mouth, newspapers, websites or news agencies, etc.
The investors should be wary of and should desist from acting on rumors.
1.7 System Risk:
High volume trading will frequently occur at
the market opening and before market close. Such high volumes may also
occur at any point in the day these may cause delays in order execution or confirmation as a result of which the constituent
may face a situation of lost opportunity which will not be the responsibility
of the member and hence will not be compensated by the member.
1.7.1 During
periods of volatility, on account of market participants continuously modifying
their order quantity or prices or placing fresh orders, there may be delays
in order execution and its confirmations.
1.7.2 Under
certain market conditions, it may be difficult or impossible to liquidate
a position in the market at a reasonable price or at all, when there are
no outstanding orders either on the buy side or the sell side, or the sell side, or if trading
is halted in a security due to any action on account of unusual trading
activity or stock hitting circuit filters or for any other reason.
1.8 System/Network Congestion:
Trading on NSE/BSE is in electronic mode, based
on satellite/leased line based communications, combination of technologies
and computer systems to place and route orders. Thus, there exists a possibility of communication failure or system
problems or slow or delayed response from system or trading halt, or any
such other problem/glitch whereby not being able to establish access to the trading system/network, which may be
beyond the control of and may result in delay in processing or not processing
buy or sell orders either in part or in full. You are cautioned to note that although these problems may be temporary
in nature, but when you have outstanding open positions or unexecuted orders,
these represent a risk because of your obligations to settle all executed transactions.
2. AS FAR AS FUTURES AND OPTIONS
SEGMENT IS CONCERNED, PLEASE NOTE AND GET YOURSELF ACQUAINTED WITH THE
FOLLOWING ADDITIONAL FEATURES:
2.1 Effect of “Leverage” or “Gearing”
The amount of margin is small relative to the
value of the derivatives contract so the transactions are ‘leveraged’ or ‘geared’.
Derivatives trading, which is conducted with a relatively small amount of margin, provides the possibility of great
profit or loss in comparison with the principal investment amount. But
transactions in derivatives carry a high degree of risk. You should therefore completely understand the following statements
before actually trading in derivatives trading and also trade with caution
while taking into account one’s circumstances, financial resources, etc. If the prices move against you, you may lose
a part of or whole margin equivalent to the principal investment amount
in a relatively short period of time. Moreover, the loss may exceed the
original margin amount.
A. Futures trading involves daily settlement
of all positions. Every day the open positions are marked to market based
on the closing level of the index. If the index has moved against you,
you will be required to deposit the amount of loss (notional)
resulting from such movement. This margin will have to be paid within a
stipulated time frame, generally before commencement of trading next day.
B. If you fail to deposit the additional
margin by the deadline or if an outstanding debt occurs in your account,
the broker/member may liquidate a part of or the whole position or substitute
securities. In this case, you will be liable for any losses
incurred due to such close-outs.
C. Under certain market conditions, an
investor may find It difficult or impossible to execute transactions. For
example, this situation can occur due to factors such as illiquidity i.e.
when there are insufficient bids or offers or suspension of
trading due to price limit or circuit breakers etc.
D. In order to maintain market stability,
the following steps may be adopted: changes in the margin rate, increases
in the cash margin rate or others. These new measures may also be applied
to the existing open interests. In such conditions,
you will be required to put up additional margins or reduce your positions.
E. You must ask your broker to
provide the full details of the derivatives contracts you plan to trade
i.e. the contract specifications and the associated obligations.
2.2. Risk
of Option holders
2.2.1. An option holder runs the risk
of losing the entire amount paid for the option in a relatively short period
of time. This risk reflects the nature of an option as a wasting asset
which becomes worthless when it expires. An option holder who neither
sells his option in the secondary market nor exercises it prior to its
expiration will necessarily lose his entire investment in the option. If
the price
of the underlying does not change in the anticipated direction before the
option expires to an extent sufficient to cover the cost of the option,
the investor may lose all or a significant part of his investment in the option.
2.2.2. The Exchange may impose exercise
restrictions and have absolute authority to restrict the exercise of options
at certain times in specified circumstances.
2.3 Risks of Option Writers
2.3.1. If the price movement of the
underlying is not in the anticipated direction, the option writer runs
the risks of losing substantial amount is
2.3.2. The risk of being an option
writer may be reduced by the purchase of other options on the same underlying
interest and thereby assuming a spread position or by acquiring other types
of hedging positions in the options markets or other markets.
However, even where the writer has assumed a spread or other hedging position,
the risks may still be significant. A spread position not necessarily less risky than a simple ‘long’ or ‘short’ position.
3. Transactions that involve buying
and writing multiple options in combination, or buying or writing options
in combination with buying or selling short the underlying interests, present
additional risks to investors. Combination transactions,
such as option spreads, are more complex than buying or writing a single
option. And it should be further noted that, as in any area of investing, a complexity not well understood is, in itself,
a risk factor. While this is not to suggest that combination strategies
should not be considered, it is advisable, as is the case with all investments in options, to consult with someone who is
experienced and knowledgeable with respect to the risks and potential rewards
of combination transactions under various market circumstances.
GENERAL
3.1 Commission and other charges
Before you begin to trade, you should obtain
a clear explanation of all commissions, fees and other charges for which
you will be liable. These charges will affect your net profit (if any)
or increase
your loss.
3.2 Deposited cash and property
You should familiarise yourself with the protections
accorded to the money or other property you deposit particularly in the
event of a firm insolvency or bankruptcy. The extent to which you may
recover your money or property may be governed
by specific legislation or local rules. In some jurisdictions, property
which has been specifically identifiable as your own will be pro-rated
in
the same manner as cash for purposes of distribution
in the event of a shortfall. In case of any dispute with the member, the
same shall be subject to arbitration as per the byelaws/regulations
of the Exchange.
3.3 For rights and obligations of the clients,
please refer to enclosed document.
3.4 The term ‘constituent’ shall mean and include
a client, a customer or an investor, who deals with a member for the purpose
of acquiring and/or selling of securities through the mechanism provided
by NSE/BSE.
3.5 The term ‘member’ shall mean and include
a trading member, a broker or a stock broker, who has been admitted as
such by NSE/BSE and who holds a registration certificate as a stock broker
from SEBI.
I hereby acknowledge that I have received and
understood this risk disclosure statement and document containing my rights
and obligations.
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d`i;k nLrkost dk fgUnh vuqokn ekaxsA d`i;k /;ku nsa fd bu nLrkostksa esa
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Date :………………………………..
(If Partner, Corporate, or other Signatory,
then attest with company seal.)
INVESTOR’ RIGHTS AND OBLIGATIONS
1.1 You should familia rise yourself with the
protection accorded to the money .or other property you may deposit with
your member, particularly in the event of a default in the stock market
or the broking firm’s insolvency or bankruptcy.
1.1.1 Please
ensure that you have a documentary proof of your having made deposit of
such money or property with the member, stating towards which account such
money or property deposited.
1.1.2 Further,
it may be noted that the extent to which you may recover such money or
property may be governed by the Bye-laws and Regulations of NSE/BSE and
the scheme of the Investors’ Protection Fund in force from time to time.
1.1.3 Any
dispute with the member with respect to deposits, margin money, etc., and
producing an appropriate proof thereof, shall be subject to arbitration
as per the Rules, Byelaws/Regulations of
NSE/BSE or its Clearing Corporation / Clearing
House.
1.2 Before you begin to trade, you should obtain
a clear idea from your member of all brokerage, commissions, fees and other
charges which will be levied on you for trading. These charges will
affect
your net cash inflow or out flow.
1.3 You should exercise due diligence and comply
with the following requirements of the NSE/BSE and/or SEBI:
1.3.1 Please
deal only with and through SEBI registered members of the Stock Exchange
and are enabled to trade on the Exchange. All SEBI registered members are
given a registration no. ,which may be verified from SEBI. The details
of all members of NSE/BSE and whether they are enabled to trade may be
verified from NSE/BSE website(www.nseindia.com/www.bseindia.com).
1.3.2 Demand
any such information, details and documents from the member, for the purpose
of verification, as you may find it necessary to satisfy yourself about
his credentials.
1.3.3 Furnish
all such details in full as are required by the member as required in “Know
Your Client” form, which may also include details of PAN or Passport or
Driving licence or Voters Id, or Ration
Card, bank account and depository account,
or any such details made mandatory by SEBI/NSE/BSE at any time, as is available
with the investor.
1.3.4 Execute
a broker-client agreement in the form prescribed by SEBI and/or the Relevant
Authority of NSE/BSE or its Clearing Corporation / Clearing House from
time to time, because this may
be useful as a proof of your dealing arrangements
with the member.
1.3.5 Give
any order for buy or sell of a security in writing or in such form or manner,
as may be mutually agreed. Giving instructions in writing ensures that
you have proof of your intent, in case
of disputes with the member.
1.3.6 Ensure
that a contract note is issued to you by the member which contains minute
records of every transaction. Verify that the contract note contains details
of order no., trade number, trade
time, trade price, trade quantity, name of
security, client code allotted to you and showing the brokerage separately.
Contract notes are required to be given/sent by the member to the investors
latest on the next working day of the trade.
Contract note can be issued by the member either in electronic form using
digital signature as required, or in hard copy. In case you do not receive
a contract note on the next working day or
at a mutually agreed time, please get in touch with the Investors Grievance
Cell of NSE/BSE, without delaying.
1.3.7 Facility
of Trade Verification is available on NSE/BSE website (www.nseindia.com/www.bseindia.com),
where details of trade as mentioned in the contract note may be verified
from the trade
1.3.8 Ensure
that payment/delivery of securities against settlement is given to the
concerned member within one working day prior to the date of pay-in announced
by NSE/BSE or it’s Clearing
Corporation / Clearing House. Payments should
be made only by account payee cheque in favour of the firm/company of the
trading member and a receipt or acknowledgement towards what
such payment is made be obtained from the member.
Delivery of securities is made to the pool account of the member rather
than to the beneficiary account of the member.
1.3.9 In
case pay-out of money and/or securities Is not received on the next working
day after date of pay-out announced by NSE/BSE or its Clearing Corporation
/ Clearing House, please follow-
up with the concerned member for its release.
In case pay-out is not released as above from the member within five working
days, ensure that you lodge a complaint immediately with the Investors’
Grievance Cell of NSE/BSE.
1.3.10 Every member is required to send a complete ‘Statement
of Accounts’, for both funds and securities settlement to each of its constituents,
at such periodicity as may be prescribed by time to
time. You should report errors, if any, in
the Statement immediately, but not later than 30 calendar days of receipt
thereof, to the member. In case the error is not rectified or there is
a dispute,
ensure that you refer such matter to the Investors
Grievance Cell of NSE/BSE, without delaying.
1.3.11 In case of a complaint against a member/registered
sub-broker, you should address the complaint to the Office as may be specified
by NSE/BSE from time to time.
1.4 In case where a member surrenders his membership,
NSE/BSE gives a public notice inviting claims, if any, from investors.
In case of a claim, relating to “transactions executed on the trading
system” of NSE/BSE, ensure that you lodge a
claim with NSE/BSE/NSCCL/Clearing House within the stipulated period and
with the supporting documents.
1.5 In case where a member is expelled from
trading membership or declared a defaulter, NSE/BSE gives a public notice
inviting claims, if any, from investors. In case of a claim, relating to
“transactions executed on the trading system” of
NSE/BSE, ensure that you lodge a claim with NSE/BSE within the stipulated
period and with the supporting documents.
1.6 Claims against a defaulter/expelled member
found to be valid as prescribed in the relevant Rules/Bye-laws and the
scheme under the Investors’ Protection Fund (lPF) may be payable first
out
of the amount vested in the Committee for Settlement
of Claims against Defaulters, on prorata basis if the amounts inadequate.
The balance amount of claims, if any, to a maximum amount
of Rs.10 lakhs per investor claim, per defaulter/expelled
member may be payable subject to such claims being found payable under
the scheme of the IPF.
Notes:
1. The term ‘constituent’ shall
mean and include a client, a customer or an investor, who deals with a
trading member of NSE/BSE for the purpose of acquiring and / or selling
of securities through
the mechanism provided by NSE/BSE.
2. The term ‘member’ shall mean
and include a member or a broker or a stock broker, who has been admitted
as such by NSE/BSE and who holds a registration certificate as a stock
broker from
SEBI.
3. NSE/BSE may be substituted with
names of the relevant exchanges, wherever applicable.
Client Name
Client Signature
Client Code
SMA-V01
SUPPLEMENTAL MEMBER –CLIENT AGREEMENT (ITORS
TRADING)
This supplemental an agreement is made and
executed at Delhi, this..................day of..............................
20....................between Jaypee Capital Services Limited, a body corporate,
incorporated under the
provisions of the Companies Act, 1956, being
a member of the Bombay Stock Exchange Limited (hereinafter called “the
Exchange” or “BSE”) with the SEBI Registration No. INB 010813930 for cash
market,
National Stock Exchange of India Limited (hereinafter
called “the Exchange” or “NSE”) with the SEBI Registration No. INB230813938
for cash market and having its registered office at 1114, 11th Floor, Naurang
House, 21, K.G. Marg, New Delhi-110001 (hereinafter
called “the stock broker”) which expression shall, unless repugnant to
the context or meaning thereof, be deemed to mean and include itself in
the capacity
of a trading member while trading in the derivatives
segment, its heirs, executors, administrators and legal representatives,
the survivor or survivors of them and their respective heirs, executors,
administrators
and legal representatives/its successors, as
the case may be, of the One Part;
AND
Mr./Mrs./M/s......................................................................................................................,
an individual/a sole proprietary concern/a partnership firm/a HUF/a body
corporate, registered/incorporated, under the
provisions of the Indian Partnership Act, 1932/the
Companies Act, 1956, having his/her/its residence/ registered office at.......................................................................................................(hereinafter
called
“the client”) which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include
his/her heirs, executors, administrators and legal representatives/the
partners for
the time being of the said firm, the survivor
or survivors of them and their respective heirs, executors, administrators
and legal representatives/its successors, as the case may be, of the Other
Part;
WHEREAS:
1. The STOCK BROKER is a member
of (“the Exchange”) and is also registered with the Securities and Exchange
Board of India (“SEBI”) as a stock broker.
2. The Client is a client/constituent
of the stock broker, and the stock broker and the Client have entered into
a Member Client Agreement dated the______day of______________________(“the
Main
Member-Client Agreement”);
3. The stock broker offers and/or
proposes to offer the Internet Trading Order Routing System (ITORS) Service
to its clients; and the Client desires to avail of the stock broker’s ITORS
Service for purchasing,
selling or otherwise dealing in securities;
The stock broker and the Client desire to enter into this Supplemental
Agreement forming part of Main Member-Client Agreement in order to record
the agreement
between them relating to the stock broker’s
ITORS Service to be availed of by the Client.
IT IS HEREBY AGREED BETWEEN THE STOCK BROKER
AND THE CLIENT as follows:
1. DEFINITIONS:
1.1. In
this Agreement (including the Recitals above), unless the context otherwise
requires the following words shall have the following meanings:
(i) “The Exchange” means Bombay
Stock Exchange Limited and includes a segment of the Exchange.
(ii) “Exchange Provisions” means the
Rules, Bye-laws, Regulations, Business Requirement, Specifications, handbooks,
notices, circulars and resolutions of the Exchange or any segment of the
Exchange in force from time to time and includes
the Minimum Requirements Handbook for ITORS prescribed by the Exchange,
as amended from time to time.
(iii) “ITORS” means Internet based Trading
through Order Routing System, being a system approved by the Exchange for
enabling clients to route their orders to their stock broker-brokers over
the
internet.
(iv) “ITORS Account Application” means the
application submitted by the Client to the stock broker to permit the Client
to avail of the stock broker’s ITORS Service.
(v) “ITORS Service” or “Service” means
the service offered by the stock broker to its clients through ITORS whereunder
the clients can route their orders for purchase, sale and other dealings
in
securities through the stock broker’s ITORS
System.
(vi) ‘STOCK BROKER’s ITORS System” or “STOCK
BROKER’s ITORS Website” means the web site hosted by the stock broker on
the internet through which the stock broker offers the ITORS Service and
includes the hardware and software used for
hosting and supporting the Website.
(vii) “Password” means
an alphanumeric code used by the Client to validate his/her user name and
to access the Service.
(viii) “SEBI” means
the Securities and Exchange Board of India.
(ix) “Username” means an alphanumeric login
identification used by the Client for accessing the Service.
1.2 In this Agreement, headings are used for
convenience and ease of reference only and shall not affect the construction
or interpretation of any provision of this Agreement.
1.3 In this Agreement, unless the context otherwise
requires, reference to the singular includes a reference to the plural
and vice-versa, and reference to any gender includes a reference to all
other genders.
1.4 In this Agreement, unless the context otherwise
requires, references to Recitals and Clauses shall be deemed to be a reference
to the recitals and clauses of this Agreement.
1.5 References to any enactment are to be construed
as referring also to any amendment or re-enactment thereof and to any rule,
bye-law, regulation, business requirement, specification, order or other
provision made under it.
2. AGREEMENT TO PROVIDE AND AVAIL
OF THE ITORS SERVICE:
The stock broker agrees to provide the stock
broker’s ITORS Service to the Client, and the Client agrees to avail of
the stock broker’s ITORS Service, on and subject to the terms and conditions
of
this Agreement, the Exchange Provisions and
the terms of the stock broker’s ITORS Web Site.
3. USER NAME AND PASSWORD:
3.1 The Client will be entitled to a username
and password, which will enable him to access the stock broker’s ITORS
System for availing of the Service.
3.2 The Client is aware that the stock broker’s
ITORS System itself generates the initial password and that the stock broker
is aware of the same. The Client agrees and undertakes to immediately change
his initial password upon receipt thereof.
The Client is aware that subsequent passwords are not known or available
to the stock broker.
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 stock broker’s ITORS System using
the Client’s Username and/or Password whether or not such person was authorised
to do so.
3.4 The Client shall immediately inform the
stock broker 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.
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
stock broker’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 stock broker’s
ITORS System on the Client’s Username in any manner whatsoever.
3.6 The Client shall log off from the ITORS
Service at any time the Client is not accessing or using the Service and
any liability incurred to the Client as a consequence of the Client not
logging off the
Service shall borne solely by the Client.
3.7 Without prejudice to the provisions of
Clause 3.5, the Client shall immediately notify the stock broker in writing
with full details if:
(i) he discovers or suspects unauthorised
access through his Username, Password or account,
(ii) he notices discrepancies that might
be attributable to unauthorised access,
(iii) he forgets his password or
(iv) he discovers a security flaw in the stock
broker’s ITORS System.
3.8 In any of the above events specified in
Clause 3.7, the Client shall immediately change Password. However, if the
Client is unable to change 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 stock broker in writing to discontinue old Password;
and thereupon the stock broker shall cause
the stock broker’s ITORS System to discontinue the use of the Client’s
old Password and the stock broker’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 stock broker be liable for
any loss, whether notional or actual, that may be suffered by the Client
on account of
the misuse of the Password.
4. TRANSACTIONS AND SETTLEMENTS:
4.1 All orders for purchase, sale or other
dealings in securities and other instructions routed through the stock
broker’s ITORS System via the Client’s Username shall be deemed to have
been given by
the Client.
4.2 The orders and instructions and all contracts
and transactions entered into pursuant thereto and the settlement thereof
will be in accordance with the Exchange Provisions.
4.3 The stock broker may from time to time
impose and vary limits on the orders that the Client can place through
the stock broker’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 stock broker may need to vary or reduce
the limits or impose new limits urgently on the basis of the stock broker’s
risk perception and other factors considered relevant by the stock broker,
and
the stock broker may be unable to inform the
Client of such variation, reduction or imposition in advance. The Client
agrees that the stock broker shall not be responsible for such variation,
reduction
or imposition or the Client’s inability to
route any order through the stock broker’s ITORS System on account of any
such variation, reduction or imposition of limits. The Client understands
and agrees
that the stock broker 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 stock broker.
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 stock broker’s ITORS System, the stock
broker
shall not be liable for any delay in the execution
of any order or for any resultant loss on account of the delay.
4.5 The Client agrees that the stock broker
may, at its sole discretion, subject any order placed by a Client to manual
review and entry, which may cause delays in the processing of the Client’s
order
or may result in rejection of such order.
4.6 In case of a market order, the Client agrees
that he will receive the price at which his order is executed by the exchange’s
computer system; and such price may be different from the price at which
the security is trading when his order is entered
into the stock broker’s ITORS System.
5. MARGIN:
The Client agrees and undertakes to immediately
deposit with the stock broker such cash, securities or other acceptable
security, which the stock broker may require as margin. The Client agrees
that the stock broker shall be entitled to
require the Client to deposit with the stock broker a higher margin than
that prescribed by the Exchange. The stock broker shall also be entitled
to require the
Client to keep permanently with the stock broker
a margin of a value specified by the stock broker so long as the Client
desires to avail of the stock broker’s ITORS Service.
6. CANCELLATION REQUESTS:
6.1 When the Client places a request to cancel
an order, the cancellation of that order is not guaranteed. The order will
only be cancelled if the Client’s request for cancellation is received
and the order
is successfully cancelled before it is executed.
6.2 The Client shall not be entitled to presume
an order as having been executed or canceled until a confirmation from
the stock broker is received by the Client.
6.3 The Exchange may annul a trade suo moto
without giving a reason therefor. In the event of such annulment, the stock
broker shall be entitled to cancel the relative contract(s) with the Client.
7. BROKERAGE, COMMISSIONS AND FEES:
7.1 The Client agrees to pay the stock broker
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 stock broker.
7.2 A schedule of brokerage, fees and commissions,
applicable service and other taxes and other transaction expenses shall
be provided by the stock broker to the Client from time to time upon request
by the Client.
8. CONFIRMATIONS:
Online confirmation will be available to the
Client upon execution or cancellation of an order placed by him through
the stock broker’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
electronicmail, or other electronic means, all confirmations of transactions
or cancellations.
9. INVESTMENT ADVICE:
9.1 The Client acknowledges that the stock
broker shall not be liable to provide him with any legal, tax, investment
or accounting advice or advice regarding the suitability or profitability
of a security
or investment.
9.2 The Client also acknowledges that the stock
broker’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 stock
broker or
any of its employees.
9.3 The Client agrees that in the event of
the stock broker or any employee or official of the stock broker 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 stock broker shall not be liable or responsible for the same.
9.4 The Client assumes full responsibility
with respect to his investment decisions and transactions.
9.5 The stock broker, its officers, directors,
partners, employees, agents and affiliates will have no liability with
respect to any investment decisions or transactions of the Client.
10. SUPPLEMENTAL TO MAIN MEMBER-CLIENT AGREEMENT:
This Agreement is supplemental to, and does
not supersede, the Main Member-Client Agreement. Save as and except as
modified expressly or by implication by this Agreement the Exchange
Provisions or the terms of the stock broker’s
ITORS Website, the provisions of the Main Member-Client Agreement shall
apply mutatis mutandis to the extent applicable to dealings between the
stock
broker and the Client pursuant to or otherwise
relating to the stock broker’s ITORS Service.
11. REPRESENTATIONS AND WARRANTIES OF CLIENT:
The Client represents and warrants to the stock
broker that:
11.1 All
the information provided and statements made in the Client’s ITORS Account
Application are true and correct and are not misleading (whether by reason
of omission to state a material fact or
otherwise) and the Client is aware that the
stock broker has agreed to provide the stock broker’s ITORS Service to
the Client on the basis, inter alia, of the statements made in the Client’s
ITORS Account
Application.
11.2 The
Client is aware and acknowledges that trading over the internet involves
many uncertain factors and complex hardware, software, systems, communication
lines, peripherals, etc. which are
susceptible to interruptions and dislocations;
and the stock broker’s ITORS Service may at any time be unavailable without
further notice. The stock broker and the Exchange do not make any
representation or warranty that the stock broker’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 stock broker on account of any suspension,
interruption, non-availability or malfunctioning of the stock broker’s
ITORS System or Service or the Exchange’s service or systems for any reason
whatsoever.
11.3 The
Client has the required legal capacity to, and is authorised to, enter
into this Agreement and is capable of performing his obligations and undertakings
hereunder.
11.4 All
actions required to be taken to ensure compliance of all the transactions,
which the Client may enter into pursuant to this Agreement with all applicable
laws, shall be completed by the Client prior
to such transaction being entered into.
11.5 The
Client shall abide by the Exchange Provisions and the terms of the stock
broker’s ITORS Website
in force from time to time.
11.6 Any
instructions given by an authorised representative of the Client to the
stock broker (or to the stock broker’s representative) shall be binding
on the Client.
12. REPRESENTATIONS AND WARRANTIES OF THE STOCK
BROKER::
The stock broker represents and warrants to
the Client that:
The stock broker’s ITORS System has been approved
by the Exchange. Where the ITORS system has not been approved by the Exchange,
the stock broker has applied/ proposes to apply to the
Exchange to approve the said ITORS System and
the stock broker will commence the stock broker’s ITORS Service only after
the Exchange has approved the stock broker’s ITORS System.
13. MARKET DATA:
13.1 The
Client understands that the Exchange asserts a proprietary interest in
all of the market data it furnishes, directly or through the stock broker
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 stock broker nor the Exchange
shall be liable in any way for incorrect, misleading,
incomplete or dated data or information and, if the Client acts on the
basis of the same, he shall do so at his own risk and cost.
13.2 The
Client shall not furnish market information provided by the Exchange to
any other person or entity for consideration or otherwise and in the event
the Client uses such information he shall do so
at his own risk and cost.
14. NOTICES:
14.1 Any
notice or other communication to be given by any party to the other in
connection with this Agreement shall be in writing and shall be deemed
duly served if delivered personally or sent by facsimile
transmission or by prepaid registered post
or courier or bye-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 STOCK BROKER at:
Name of the person concerned :
Address
Fax #
:.................................................................................................................................
:.................................................................................................................................
:.................................................................................................................................
E-mail :.................................................................................................................................
To the Client at:
Name of the person concerned: (give details)
Address
Fax #
:.................................................................................................................................
:.................................................................................................................................
:.................................................................................................................................
E-mail :.................................................................................................................................
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 stock broker and the
Client may be communicated orally or through
sms or phone call.
15. EXTRAORDINARY EVENTS:
The stock broker 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 stock broker’s control.
16. AMENDMENT TO AGREEMENT:
The Client understands and agrees that the
stock broker may discontinue his ITORS Service in part or in its entirety
and change the terms of the Service (including the terms on the stock broker’s
ITORS Website) at any time and from time to
time, without prior notice.
17. TERMINATION OF AGREEMENT:
17.1 The
Client agrees that the stock broker may at anytime 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 stock
broker to give advance notice of such termination or suspension to the
Client.
17.2 The
Client may at any time terminate this Agreement by not less than seven
days notice to the stock broker, provided that unless the stock broker
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 stock
broker.
17.3 The
termination of this Agreement shall not affect any rights or obligations
of either party which have accrued prior to the termination or which may
arise out of or in connection with acts done or omitted
prior to the termination.
17.4 The
provisions of Clauses 14, 20 and 21 of this Agreement shall survive the
termination of this Agreement.
18. SEVERABILITY:
In the event of any provisions of this Agreement
being held to be or becoming invalid, unenforceable or illegal for any
reason, this Agreement shall remain otherwise in full force apart from
the said
provision which will be deemed deleted. The
parties shall however attempt to replace the deleted provision with a legally
valid provision that reflects the same purpose as the deleted provision
to
the greatest extent possible.
19. WAIVER:
No forbearance, relaxation or inaction by any
party at any time to require the performance of any provision of this Agreement
shall in any way affect, diminish, or prejudice the right of such party
to
require the performance of that or any other
provision of this Agreement or be considered to be a waiver of any right,
unless specifically agreed in writing.
20. LAW AND JURISDICTION:
20.1 This
Agreement shall be governed by and construed in all respects in accordance
with the laws of the Republic of India and, subject to the provisions of
Clause 21, the courts at Delhi, India shall
have jurisdiction over this Agreement and the
arbitration proceedings in relation to the Agreement.
20.2 This
Agreement and all contracts and transactions between the stock broker 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
thereunder and as amended from time to time.
21. DISPUTE RESOLUTION:
Any claim, dispute or difference arising between
the Parties hereto in respect of this Agreement or any contracts, dealings
or transactions pursuant hereto or any rights, obligations, terms or conditions
as contained in this Agreement or the interpretation
or construction of this Agreement shall be subject to the grievance redressal
procedure of the Exchange and shall be subject to the arbitration
procedure as prescribed by the Exchange Provisions.
22. All disputes are subject to NCT of Delhi
jurisdiction only.
IN WITNESS WHEREOF, the Parties hereto have
executed this Agreement as of the day and year first above written.
Signed and Delivered by
Client- Name and Signature
Name :............................................................................................
Signature :............................................................................................
Witness- Name and Signature
Name :............................................................................................
Address :............................................................................................
Signature :............................................................................................
JAYPEE CAPITAL SERVICES LIMITED Official-
Name and Signature
Name :............................................................................................
Signature :............................................................................................
Witness- Name and Signature
Name :............................................................................................
Address :............................................................................................
Signature :............................................................................................
Place :.......................................... Date……………...
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