Terms and Conditions

GENERAL TERMS & CONDITIONS

PART I : INTRODUCTION AND OVERVIEW

1.    AN IMPORTANT NOTE TO ALL OUR CUSTOMERS:

Fullerton Securities & Wealth Advisors Limited (“FSWA” “we” “us” “our”) provides or is intending to provide from time to time various wealth advisory services as it may be permitted to provide under law. You are also desirous of availing now and or from time to time various wealth advisory services offered by us. All FSWA products and services are offered subject to the various terms and conditions of general application set out in this document (collectively called the “General Terms & Conditions”) which would govern the relationship between you and us relating to the various services provided and agreed to be availed of by you from time to time. As and when you propose to avail of a service from us, you may be required to execute such additional agreement/s or writings as may be required for specifically availing such Service or Services. You as our customer (“Client” or “Customer” or “you”) are required to read before applying for or accepting any products or services offered. When you sign a registration form or apply for, accept or use any of FSWA products and services you will be confirming that you have read, understood and accepted the General Terms & Conditions and you further agree and authorize us to communicate various features, products and promotional offers from time to time, through any mode of communication that we may deem fit. If you do not understand any part of the General Terms & Conditions or require any explanation you must contact our customer service representatives and discuss the matter with them.

2.    Further these General Terms & Conditions may be supplemented by additional terms and conditions as may be set out in the relevant application form. If we decide to make a specific product or service available to you, we shall issue you with specific documents which may contain additional terms and conditions specifically applicable to the product or the service (the “Specific Terms & Conditions”), such as the period of availability of the product, conditions applicable for availing of the product or service, rates and charges. Provided that in interpreting the terms and conditions applicable for a particular product or service the Specific Terms & Conditions in the application form will be supplemental to and, if inconsistent, will prevail over the General Terms & Conditions set out in this document.

2.1    From time to time we shall also introduce new products and new services. These products and services will in most cases be subject to Specific Terms & Conditions. In case of any inconsistency, these Specific Terms & Conditions will prevail over the General Terms & Conditions. We reserve the right to vary or amend the General Terms and Condition, and the Specific Terms & Conditions applicable for individual products and services, by such notification as we may deem fit. However, in the case of our fees and charges we shall be entitled to determine and vary them from time to time after giving reasonable notice.
2.2    The variation or amendment will take effect and be binding on all customers notwithstanding the non-receipt of the notice by the customers for any reason whatsoever. Where changes are made to the fees or charges, a new schedule of fees and charges will be issued and made available upon request. Please note that when you continue to use or retain our products or services after notice of change(s) has been given you will be deemed to have accepted such changes.
2.3    These General Terms & Conditions apply to all products and services provided or applied for, as well as any future products and services which may be made available to you.

3.    OUR FINANCIAL PRODUCTS (“THE PRODUCTS”)

3.1    BROKING PRODUCTS
Subject always to:
(a) having obtained all regulatory approvals;
(b) our discretion; and
(c) having launched the particular broking product(s)

we shall make available various types of broking products to you if you meet the qualifying criteria. As previously stated, each product or service when designed and offered to customers shall in addition to its own Specific Terms & Conditions contained in various documents be subject to the General Terms & Conditions and in case of contradiction of any terms, the terms of the specific documents would prevail over the General Terms and Conditions.

3.2    INVESTMENT PRODUCTS

We shall provide access to investment products from selected fund houses who will take the sole and complete responsibility for such products. We shall act solely as facilitators and take care to deal only with well known financial institutions. However investment products are susceptible to fluctuations in value and no assurances can be given that the products will generate gains or be profitable. We therefore accept no responsibility, liability or obligation in respect of such investment products. We shall act solely as facilitators of such third party products. You are expected to assess the suitability, values and benefits of such investment products before purchasing them. You may also be required to enter into additional agreements with us to avail of the said investment products.

3.3    INSURANCE PRODUCTS

We shall make available to you as our customer various insurance products issued by reputable insurance companies. In doing so we act simply as facilitators of third party products and therefore take no responsibility, liability or obligation in respect of such insurance products. You are expected to assess the suitability, values and benefits of such insurance products before purchasing them. In making available such insurance products for our customers we simply provide access to such products. We do not issue or administer the insurance policies, insurance cover or any other aspect of the insurance products nor do we handle or process any claims or entitlements under the insurance policies. These responsibilities and obligations are exclusively those of the insurance companies issuing the insurance products. Such insurance products are not guaranteed by us nor insured or guaranteed by any government agency. You will pay our fees (if any and as disclosed) for the insurance services rendered to you. You recognize that we or our affiliates, group companies and our sales personnel may earn or receive fees, commissions or compensation from the insurance companies providing the products. Each insurance product will have its own Specific Terms & Conditions and you must carefully read and understand such terms and conditions before purchasing the product.

3.4    LOAN PRODUCTS

We shall make available to you as our customer various loan products issued by reputable banks and non banking financial companies. In doing so we act simply as facilitators of loans provided by third parties and therefore take no responsibility, liability or obligation in respect of such loan products. You are expected to assess the suitability, values and benefits of such loan products before purchasing them. In making available such loan facility, we do not make any representations or warranties as to the suitability, of such products. We therefore take no responsibility, liability or obligation in respect of such products.

4.    THE CUSTOMER RELATIONSHIP

4.1    OPENING AN ACCOUNT

Our relationship with you as a customer begins when you open an account with us and you have been assigned a Customer Information Folio (CIF) (see below). The term “account” used in these General Terms & Conditions is not a bank account but refers to a running account in our records in respect of any product or service which we may extend to you. In order to open an account with us, you will be required to complete and sign a Customer Relationship Form or forms. At such time, we shall make available the following to you:

(a) These General Terms & Conditions
(b) Additional Specific Terms & Conditions for the products or services for which you have applied; and
(c) Other relevant documentation and information literature.
4.2    THE CUSTOMER INFORMATION FOLIO (CIF)

The Customer Information Folio (CIF) is a number which we shall issue to you and which will be unique to you. It will allow you to access our facilities and products and will be the reference number for all information and data concerning you and the products and services availed by you. This important number must be used with care, with the utmost confidentiality and must not be disclosed to any other person. When dealing with us you must quote your CIF in order to facilitate all transactions with us. The CIF remains your responsibility at all times. If a third party makes unauthorized use of the CIF you will remain liable for all transactions carried out until you notify us of the loss or wrongful use and the CIF is cancelled. If you are issued with more than one CIF by error or otherwise you must notify our customer service representatives immediately.

PART II: TERMS AND CONDITIONS OF GENERAL APPLICATION

5.    VARIATIONS IN THE APPLICABILITY OF THE GENERAL TERMS & CONDITIONS & THE SPECIFIC TERMS & CONDITIONS

All financial products (the “Products” or the “Product” in singular) and all financial services (the “Services”) are offered or made available by us to you as our customer on the basis of and subject to the General Terms & Conditions applicable from time to time. The following terms and conditions constitute part of the General Terms & Conditions and are of general application governing all Products and Services offered or made available by us. In addition to the account opening form and the General Terms & Conditions, the application form by which you may be required to apply for a Product or Service may contain Specific Terms & Conditions for the Product or Service as may any confirmation letter issued to you. These will also constitute part of the contractually binding agreement between us. We reserve the right to vary or amend the General Terms & Conditions and all other applicable terms and conditions, including the various Specific Terms & Conditions, by such notification as we may deem fit. However, any accidental omission to give notice or other non-receipt of such notice will not affect the validity of the variations or amendments. The continued use of our Products or Services after notice has been given will be deemed to constitute an acceptance by you of such variations.

6.    VARIATIONS IN THE RATES, FEES AND CHARGES

Our schedule of the prevailing rates, fees and charges will be published periodically (on the website or otherwise) and a current copy will be issued to you upon opening an account with us. Copies are also available from our customer service representatives on request. We shall be entitled at our discretion to vary from time to time all our rates, fees and charges applicable by giving reasonable notice. The variations will apply as of the dates specified in the notice of change. Where variations are made as to rates, fees or charges, a new schedule of fees and charges will be published and made available upon request.

7.    TRANSACTION LIMITS

We may from time to time impose transaction limits (such as minimum or maximum transaction amounts) or vary the frequency of permitted usage in connection with our Products and Services.

8.    DOCUMENTATION & EXTENSION OF FACILITIES

We may from time to time also offer or extend our various facilities, Products and Services to you. In the absence of comprehensive new documentation all existing documentation, including the General Terms & Conditions, between us shall be deemed to be applicable to the new Product or Service. We may at our discretion request you to re-submit any particular documentation to us in order to process your application for our Products or Services. Please note that all applications and other documentation received from you will remain our property whether or not we make available the requested Products or Services.

9.    CONFIDENTIALITY

9.1    We shall treat all information concerning you as confidential unless it is information already in the public domain. We shall not disclose information concerning you to third parties, save that we shall be entitled to disclose information and documents concerning you to:

(a) our branches, holding companies, subsidiaries, representatives, business partners, affiliates and agents;
(b) credit verification and credit reporting agencies;
(c) debt collection agencies engaged in respect of your debts and accounts.
(d) lawyers, auditors and other professional advisors or consultants engaged by us, any data processing and statistical risk analysis purposes, customer relationships, general advice or otherwise in the ordinary course of our business;
(e) any judicial, regulatory , police, or governmental authority which has jurisdiction; and
(f) any third party to whom we shall have contracted or outsourced any of our services or administrative functions provided that we may obtain an appropriate confidentiality undertaking (as determined by us) from such party.

9.2    We shall also be at liberty at all times to obtain information about you from third parties such as credit bureaus, banks, retailers and government/ regulatory bodies.

9.3    You will treat as confidential (both during and after the termination of the relationship between us) any information learned about us, including without limitation, our investment strategy or holdings or our Products or Services. You will not disclose the same to any third party without our written consent. These obligations shall not apply to information which (a) is, or becomes, known to the public, (b) is received by you from a third party entitled to disclose it, or (c) is disclosed to competent government authorities or courts or other tribunals in accordance with the requirements of applicable law.

9.4    You understand that failure to supply information or data may result in FSWA not being able to open, continue or establish accounts for you, or to establish or continue any credit facilities that may already have been provided, or to provide other financial services to you.

10.    NON -SOLICITATION & NON DISTURBANCE

We may provide information about you to our branches, call centers and third parties for marketing campaigns and solicitation for products. However, if you have expressly notified us in writing that you do not wish to be subject to any marketing approaches we shall make every effort to ensure that you are not contacted or solicited in the course of our marketing campaigns.

11.    SUSPENSION AND BLOCKING OF ACCOUNTS

We reserve the right to suspend or block, or apply to the appropriate regulatory authority (if required) to suspend or block any funds in an account if we:

(a) believe in good faith that the funds have been obtained through unlawful means or transactions;
(b) believe in good faith that any suspicious or money laundering or other illegal transactions may affect the funds;
(c) are advised that the funds are or may be subject to any litigation or credible claim;
(d) are so instructed by a regulatory, governmental, judicial or police authority; or
(e) receive information of the customer’s death.

12.    TERMINATION

12.1    Our relationship shall commence on date hereof and shall remain in force unless otherwise terminated in the manner as given hereunder.

12.2    Our relationship with you as a customer maybe terminated for any of the following reasons:

(i) termination by you at any time at your discretion if you wish to cease using our Products or Services;
(ii) at the option of either one of us in the event of breach by the other. of the applicable terms and conditions or agreements between us;
(iii) by order or direction of any regulatory, judicial or governmental authority;
(iv) our belief acting in good faith that the source of your funds is not legitimate or the funds are in breach of any law or regulation;
(v) failure by you to comply with any money laundering or other legislation and requirements thereunder, whether statutory or introduced by us.
(vi) failure to meet the obligatory repayment terms as agreed or as advised for the provision of any Products or Services;
(vii) death or legal disability on your part, winding up, bankruptcy, liquidation or lack of legal capacity or if you are designated as a defaulter by any credit rating agency or any action taken or proceedings initiated against you by any regulator including without limitation SEBI;
(viii) initiation of any proceedings or investigations involving your properties;
(ix) you fail to maintain the designated bank/demat account;
(x) you have breached the terms of this General Terms & Conditions or any agreement/ arrangement entered hereunder.
(xi) any activity, which in our view, indicates intent to misuse our facilities, Services or Products or to defraud us or any related party; and
(xii) termination by us at any time at our discretion without having to give any reason therefor.

In the event of termination you (or, as the case may be, your estate) will immediately settle and pay to us any monies due and owing to us and discharge all your liabilities and obligations in respect of any of our Products and /or Services or otherwise due to us, despite any prior or other agreement that may exist between us as regards such Products and /or Services.

13.    EVENTS OF DEFAULT

You will be in default and it will be an “Event of Default” if any one of the following occurs:

(i) you fail to make any payment due to us on or before the due dates of payment in respect of any of our Products or Services.
(ii) you are in breach of any of the General Terms & Conditions, the Specific Terms & Conditions or any other applicable terms, conditions, provisions or agreement.
(iii) you are in default with regard to any other Product or Service you have from us.
(iv) any information that you give to us is false, incorrect or misleading.
(v) any co-applicant, joint account holder or guarantor is in default of his /her obligations or liability to us.
(vi) there occurs any other event or occurrence which we may from time to time by notice to you designate as an Event of Default.

14.    APPLICATION OF FUNDS

Payments made by you in respect of any Products or Services provided, fees and charges due or any other outstanding amounts due shall be applied in or towards payment of any interest charges, late payment charges, handling charges, principal outstanding, cash advance fees, annual fees, balance transfers, legal costs and any other outstanding amounts and balances

15.    LATE PAYMENT CHARGES

If you do not make a required payment on the due date we shall have the right, in addition to any other remedies which we may have, to levy late payment charges as well as default interest in respect of the amount which should have been paid. The rate of the default interest will be stipulated by us from time to time.

16.    CONSOLIDATION AND SET OFF

We have the right at any time and without notice to you to combine or consolidate all or any of your accounts in our books and to set off or have lien on your accounts or transfer any money standing to your credit in any account(s) with us with against your liabilities or obligations to us. We shall also be at liberty to apply any assets of yours which are in our custody or control towards the satisfaction of your liabilities or obligations to us whether they are actual or contingent or joint or several. If we combine or consolidate your accounts or if we exercise our right to set off it shall be without prejudice to any security we may hold.

17.    NOTICES AND COMMUNICATIONS

We have the right at any time and without notice to you to combine or consolidate all or any of your accounts in our books and to set off or transfer any money standing to your credit in any account(s) with us with against your liabilities or obligations to us. We shall also be at liberty to apply any assets of yours which are in our custody or control towards the satisfaction of your liabilities or obligations to us whether they are actual or contingent or joint or several. If we combine or consolidate your accounts or if we exercise our right to set off it shall be without prejudice to any security we may hold.

17.1    Your postal address, email address, fax number and telephone number as set out in the account opening form shall be taken as definitive for the purpose of sending notices and other communications to you. Any legal notices to be given or made shall be in writing. Such notice shall be deemed to have been duly given or made when it shall be delivered by hand, mail or telegram to you at your respective address. The particular means of communication used by us will be at our option. In the event of any change in particulars you are required to promptly notify us in writing of such change. Any change in particulars will only be effective as of the time we receive actual notice of such change.

You do hereby agree and undertake to immediately notify FSWA in writing, if any winding up petition or insolvency petition has been filed or any winding up or insolvency order or decree is passed against you or any garnishee order has been served upon you in respect of your obligations to a third party or any decree or award has been passed against you or if any litigation which may have a material bearing on your capacity has been filed against you.

17.2    We may at our discretion facilitate or make available our Services and Products through the use of automated teller machines (ATMs), telefax, facsimile, email, internet communications, telephone or mobile telephony including short messaging services (SMS). In such cases we shall notify you of the availability of the facilities and the procedures applicable. We may require you to enter into a separate agreement for these facilities which will supplement and, in case of inconsistency, prevail over the General Terms & Conditions. Such facilities and communications carry risks and the risk of any losses occurring by use of these facilities and means of communication will be entirely yours. In particular, where we communicate with you through the internet or email at your request, or acquiescence, you will accept sole responsibility for any loss or damage caused by any mis-delivery or non-delivery of communications. All communications or correspondence in electronic form shall be deemed to have been delivered when such electronic communication enters the computer resource as designated by you. Further with respect to electronic communications, dispatch and receipt of the same, shall be governed by the provisions of the Information Technology Act, 2000.

17.3    If we decide in our discretion to provide facilities or accept your application or request for Products or Services through the telephone or the telefax or facsimile (“fax”) then pending any specific agreement the following shall apply:

(a) Instructions or other communications from you by telephone or fax shall be valid and binding on you and we may at our discretion act on such instructions. We have the right at all times to decline to accept any telephone or fax instructions without giving any reason.
(b) You will abide by and observe any security protocol that we establish for telephone and/or fax communications. In particular you will keep confidential and be responsible for passwords and other identification information and will not permit any other person to use telephone or fax communications on your behalf.
(c) We shall be at liberty to act on instructions or authorizations that we or our staff believe in good faith were issued by you without having to seek confirmation, even if it transpires that the instructions were not in fact issued by you.

17.4    If we decide to act on communications with you by telefax, fax, email, internet, telephone or mobile telephone including SMS, you as the customer accepting the risks will indemnify us against all costs, claims, loss or damage resulting from our acting on such communications.

17.5    We may record all communications through these various means for record keeping, training and security purposes. You will be taken to have consented and authorized us to make such recordings..

17.6    Please note that all such recordings and all our books, records and accounts will be conclusive and binding as will any certificate or statement of account issued by us, unless there is an obvious error or omission.

17.7    Notwithstanding the above, in the event that any electronic communications sent by the FSWA bounces back or remains undelivered for any reason whatsoever, such electronic communications will deem to have been received by you.

17.8    Further, if you experience any difficulty in opening or viewing any such electronic communications, you shall promptly inform FSWA, no later than 24 hours from the receipt of such electronic communications. FSWA may at your request and at its sole and absolute discretion send a duplicate physical copy or otherwise of such electronic communications..

17.9    Unless you inform FSWA of the change of address for communication in writing, all notices, circulars, communications or mail sent to the address last known to FSWA shall be deemed to have been received by you irrespective of whether they are actually received or not.

18.    PAYMENTS

18.1    You may pay the amounts due to us on account of our Products and Services, late charges, other charges or payment due by personal cheques, online payment gateways or any other means acceptable to us.

18.2    Please note that if a cheque issued by you is returned unpaid we shall debit your account with, and be entitled to collect, the amount of the cheque together with charges and costs incurred by us in respect of the unpaid cheque. If any cheque issued by you is dishonored by you for lack of funds we reserve the right to terminate the provision of all Products and all Services to you and demand the immediate repayment of all monies due and outstanding from you.

18.3    Where payment is made by cheque, transfers, payment gateway or otherwise we shall only credit the relevant account or make the relevant payment on your behalf when we receive cleared funds and have had reasonable time to administer the credit. This excludes non-business days, such as weekends and holidays, and you should allow for such time. You should take into account reasonable cheque clearing times so as to ensure that funds are received for the required accounts prior to any due date so as to avoid late fees or penalty charges.

18.4    Cheques deposited with us as security for repayments or fee charges for Products and Services may be retained by us for a limited period after provision of the Products or Services has terminated or ceased.

19.    ADJUSTMENTS

Where we have erroneously credited or debited your account or where a cheque deposited and credited has been dishonoured, we reserve the right to make the appropriate reversals without seeking your consent.

20.    JOINT ACCOUNTS

20.1    A joint account for any Products or Services is an account opened in our records in the name of more than one person. Whether an account is a single account or a joint account will be determined by us on the basis of the account opening forms and other documentation. We shall implement the instructions of the authorized signatory or signatories for a joint account. However, if conflicting instructions are received from the signatories of a joint account we may at our discretion decline to act on any instructions until a fresh and clear mandate from all the account holders and signatories is issued. Where the instructions are from an authorized signatory(ies) whose lawful authority has not been revoked we shall be entitled, without any liability attaching, to implement such instructions.

20.2    Where a person who is one of the parties to a joint account dies or loses his legal capacity, the surviving joint account holder/holders must inform us of the same in writing within 10 days. On receiving such notice we shall suspend operations of the joint account in respect of the Product or Service until it is proved to our satisfaction that a successor or legal representative of the deceased or incapacitated joint account holder has been appointed in accordance with the prevailing applicable laws. We shall not be liable for any activity which may take place prior to receiving such notice.

20.3    Any obligations or liability arising in respect of any joint account will be the joint and several responsibility of all the parties to the joint account.

21.    TRANSFER, ASSIGNMENT AND OUTSOURCING

21.1    We are entitled to sell, transfer, assign, discount, pledge or charge as security to any third party organization some or all our rights or obligations under or in respect of any Product or Service provided to you without notice to you or without your consent. In particular, we shall be at liberty to sell, transfer, pledge or assign any or all of our business or activities to a third party or we may merge our business with that of a third party. In all these cases the General Terms & Conditions and the various Specific Terms & Conditions shall continue to govern and apply to all customers, Products and Services. You as a customer may only assign your rights and obligations with regard to a Product, Service subject to our prior written consent. We may also, at our sole discretion and without requiring any customer consent, delegate or outsource any one or more of the administrative, accounting or service functions in connection with the Products and Services to any third party service provider we select in good faith.

21.2    You agree and acknowledge that certain functions relating to the Products or Services may from time to time be performed by our affiliate.

22.    AUTHORIZATION

When required by FSWA, you shall execute and deliver in favour of FSWA, a power of attorney in the format specified by FSWA authorizing FSWA or any person appointed by FSWA in this behalf to do all acts on behalf of you as may be required by FSWA in order to render the Products and Services.

23.    FORCE MAJEURE

We shall not be liable to you for any delay or nonperformance of our obligations in respect of any Products or Services arising from any cause beyond our reasonable control including, without limitation, act of God, governmental act, war, fire, flood, explosion, natural disaster, civil commotion or riots. In such event we shall resume performance of our obligations as soon as reasonably possible after the removal of the cause.

24.    WAIVER

We may at our discretion waive compliance with any of the General Terms & Conditions or other terms and conditions as applicable but this will not prejudice or become a waiver of our rights and benefits generally. We shall still have the right to fully enforce terms and conditions at a future date.

25.    OUR RIGHTS AND LIABILITIES

25.1    Subject as above, we are not liable for any act or omission of any third party in respect of any Products or Services, nor are we liable for any loss, damage or claims.

25.2    All our rights under these and other applicable terms and conditions shall be in addition to and independent of any securities, agreements and obligations you may have with or towards us.

26.    MATERIAL INTERESTS AND CONFLICTS

FSWA shall be entitled to enter into any transactions for you or provide any service to you notwithstanding that FSWA and/or any affiliates may have a material interest in the transaction including proprietary positions or any resulting transactions or a relationship which gives rise to a conflict of interest. FSWA shall have no obligation to disclose such conflict of interest to you.

27.    REPRESENTATIONS AND WARRANTIES

27.1    You represent, warrant and undertake on an ongoing basis that:

(a) All information and documents provided and the statements provided by you shall be true and not misleading (whether by reason of an omission to state a particular fact or otherwise)
(b) You have read and understood and agree that you shall from time to time regularly continue to read and understand, the terms and conditions and other information on FSWA’s website, the stock – exchange provisions, rules, regulations, government notifications etc.
(c) You shall inform us at the earliest of any change in the information provided by you to us.
(d) There are no prior or pending criminal proceedings or proceedings related to financial crimes against you or investigations or enquiries or any negative reputation issues or no actions have been taken by SEBI, RBI, NSE, BSE, NSDL and/or CDSL involving you and in the event of any such issues or proceedings are commenced against you, you shall keep FSWA informed.
(e) You are not prohibited in any manner from dealing in securities.
(f) You possess the required legal capacity to enter into arrangements and execute transaction with us and you are capable of performing, will continue to perform and will take all steps necessary to continue performing the obligations and undertakings hereunder.
(g) Each transaction or order or request under the various Products or Services availed by you are your valid and legally binding obligations, enforceable in accordance with their terms, and each person acting on behalf of you, including in making orders or requests on behalf of you, is duly authorized by you to do so.
(h) You shall comply with the confidentiality obligations as provided hereunder or as may be applicable to you from time to time.
(i) All actions required or desirable to be taken to ensure compliance with all the applicable laws to enter into, exercise rights and comply with the obligations hereunder have been taken or effected and are in full force and effect and will continue to be taken, including any approvals or authorizations required as well as disclosure requirements and regulatory reporting obligations and you will provide proof of the same to FSWA as may reasonably be required.
(j) In the event, you are a foreign institutional investor/non-resident Indian / person of Indian origin, you do hereby acknowledge that you are aware of the RBI guidelines in relation to your investments in the secondary market in India. You do hereby agree to keep yourself abreast of the ceiling limits on investments as published by RBI and/or other relevant authorities from time to time and also agree that you shall immediately reverse your transaction, if such transaction breaches the ceiling limits as imposed by RBI. In case you do not or are unable to reverse such transaction immediately, you do hereby authorize FSWA to do so.
(k) You or your family is not a politically exposed person, senior public figure or a celebrity. In the event of change of status, you shall promptly inform FSWA of the same.
(l) You shall not close, freeze or pledge either the bank account or the demat account designated for the purposes under this Agreement or for availing Products or Services offered by FSWA , if there are any pending obligations or dues to FSWA.
(m) You have the necessary infrastructure and/or equipment needed to avail online services or telephone services and you shall be responsible for any losses consequential and/or incidental caused due to insufficient infrastructure and/or equipment to avail such facility.
(n) You agree that:
(i) Instructions given by you to any bank or depository participant to block funds or securities in or to debit or transfer from a bank account and/or demat account respectively in connection with a transaction entered into or to be entered into by you with or through us will be given first priority over any prior or subsequent other instructions or cheques given or issued by you or an authorised representative;:
(ii) Funds or securities once blocked on our instructions in connection with a transaction entered into or to be entered into by you with or through us can be released only with the express written consent of FSWA to the bank or the depository participant; and
(iii) If we have given any blocking, holding, debit or other instructions in respect of any securities or money in any bank account or demat account in connection with a transaction entered into or to be entered into by you with or through us and the bank and/or the depository participant receives transfer, debit or other instructions in respect of such securities or money from you or any other person, then the bank or the depository participant shall first give effect to the first-mentioned instructions and shall also transfer the concerned securities and money to FSWA’s account.

28.    EXCLUSIONS AND GENERAL INDEMNITY

28.1    We shall act in good faith at all times and provide our services on a best efforts basis. Other than this obligation, we shall not be liable or responsible for any default, defect, shortcoming or loss in providing the services, and we shall not be liable for any loss or damage howsoever caused or arising.

28.2    Neither us, nor any of our affiliates nor their respective financial advisors shall in any circumstances be liable for any loss, cost, liability, expense or damage (including without limitation all reasonable legal fees and expenses arising from:

(a) any act or omission in the course of or relating to the activities except to the extent that such loss is caused by their willful default, fraud or gross negligence;
(b) any act or omission of any agent or third party including employees and directors of FSWA who performs services;
(c) any failure, interruption error, omission or delay in performance of their obligations or in the transmission/delivery of information resulting from acts, events or circumstances not within their reasonable control including but not limited to war, acts of terrorism, civil disorder, industrial disputes, natural calamities, floods, fire and other natural disasters, legal restraints, faults in the telecommunication network or Internet or network failure, software or hardware errors;
(d) your inability to avail of Products or Services for any reason whatsoever; or
(e) incomplete /incorrect data or information provided to FSWA over the phone/internet and/or any error in the execution of any request due to such incomplete/incorrect data.

28.3    In no event shall FSWA, any of its affiliate or any of their respective employees be liable for any indirect, consequential losses, howsoever arising. Further, the liability of FSWA in no event shall exceed the fees paid by you.

28.4    FSWA does not guarantee the timeliness, sequence, accuracy, completeness, reliability or content of market information or messages disseminated to you.

28.5    You acknowledge that trading over telephone or internet involve many uncertain factors and complex hardware, software systems, communication lines, etc which are susceptible to interruptions, disturbances and dislocations and the Products and Services may at any time be unavailable without further notice. FSWA makes no representation or warranty that the Products or Services will be available to you at all times without interruption. The Products and Services are provided on an “as available” basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose.

28.6    You acknowledge that trading over the internet may be susceptible to internet related problems like unauthorized usage and hacking. Client is responsible to keep the virtual identity confidential.

28.7    You will indemnify us and hold us harmless against any loss, damage, liability, costs and expenses, whether legal or otherwise, which we may incur by reason of:

(a) any breach by you of these and other applicable terms and conditions;
(b) by reason of our enforcing any of our rights under such terms and conditions; or
(c) violation/ contravention of applicable law by you;.

28.8    All costs and expenses incurred by us on account of enforcing such terms and conditions will likewise be reimbursed by you.

28.9    We shall act at all times in accordance with all applicable laws, regulations or rules and the terms of agreements not limited to, with other banks or financial institutions. If in doing so we act contrary to any instructions you may have given us, we shall not be liable for any loss or damage howsoever caused or arising.

29.    DISCLAIMER

You agree and understand that:

(a) All decisions to avail Products or Services, make investments and divestments are based on your own evaluation of, the financial circumstances and investment objectives. This extends to any decision made by you on the basis of any information that may be made available to you pursuant to the online/telephone services or meetings with FSWA’s employees or personnel, research reports or through FSWA’s website or through any other media. All decisions taken by you to invest or disinvest are independent of any advice, solicitation or information received by you from FSWA.
(b) Any information provided by FSWA through any medium based on the research of FSWA or other external sources is subject to domestic and international market conditions and FSWA does not guarantee the availability, performance or otherwise of any securities or mutual funds and such research reports are merely an estimation of certain investments, and FSWA has not and shall not be deemed to have assumed any responsibility for any such information.
(c) You should seek independent professional advice and/or tax advise regarding the suitability of any investment decision whether based on any research reports/advice or information provided by FSWA through FSWA’s website or otherwise.
(d) In the event you receive or access any investment research reports, computerized online services or any investment or other recommendations or advice from FSWA or any employee or any official of FSWA or affiliates, the same is on a no-liability, no-guarantee and no-obligation basis.
(e) Any research material or report received, accessed or made available to you is for information purposes only and does not and shall not in any manner constitute a recommendation /solicitation /advice to buy or sell any of the securities or as investment advice.
(f) You may not receive any research reports or information at the same time as other clients/ customers or may not at all receive or be given access to any such research reports or information. Making any research reports or information available to any customer is entirely at the discretion of FSWA. FSWA is under no obligation to take account of any such reports or information when it deals with or for the customers and/or executes or acts upon any transaction request or order or any further act or deed required thereunder.

30.    COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS

30.1    The General Terms & Conditions shall be governed by and construed in all respects in accordance with the laws of the Republic of India.

30.2    While availing our Products and Services you shall always be subject to government notifications, any rules, regulations, guidelines, circulars and judicial pronouncements.

30.3    It is your sole responsibility to keep yourself informed of any changes, updates, amendments or additions to the applicable laws and FSWA shall not be liable for any loss suffered or otherwise incurred by you as a consequence of your failure to do so.

30.4    In case you are a non resident Indian, you additionally agree to abide by the Foreign Exchange Management Act, 1999 and the rules and regulations issued thereunder from time to time and other applicable laws and any law, regulation or rule in your jurisdiction, relating to tax, foreign exchange and capital control and for reporting or filing requirements that may apply as a result of your country of citizenship, domicile, residence or tax-paying status.

30.5    Unless otherwise agreed in writing by FSWA, FSWA and you shall in no circumstances be considered as persons acting in concert or as persons co-operating with each other directly or indirectly or as persons having a common objective or purpose of substantial acquisition of shares or voting rights or gaining control over any company, whose shares are purchased by FSWA for you or on your behalf.

31.    GOVERNING LAW AND DISPUTE RESOLUTION

31.1    The Products and Services as well as these General Terms & Conditions and all variations, additions and amendments to them from time to time and all other applicable terms and conditions including the various Specific Terms & Conditions shall be governed by the applicable laws of India

31.2    Any dispute or difference between FSWA and any customer arising in respect of or touching upon any transaction, any of the Products or Services, the General Terms & Conditions and various Specific Terms & Conditions will be submitted to the jurisdiction of Gurgaon.

32.    ARBITRATION

It is hereby agreed that any controversy, claim or dispute arising out of or in relation to the interpretation, application or effect, or the rights and liabilities of the parties arising hereunder, shall be resolved under the Arbitration and Conciliation Act, 1996, as may be amended from time to time. The sole arbitrator shall be appointed by us and the arbitration proceedings shall commence within seven days of appointment of the arbitrator. Both the parties shall extend full co-operation to facilitate completion of the arbitration proceedings within sixty- (60)-days from commencement of the arbitration proceedings. The venue of arbitration shall be Gurgaon. The award of the Arbitrator shall be final and binding on the parties.

33.    AMENDMENT

FSWA may at any time amend this General Terms & Conditions or any other agreement, writings or annexures by modifying or rescinding any of the existing provisions or conditions or by adding any new provision or condition, by providing written notice to you. The continued use of FSWA’s Products or Services by you shall constitute acknowledgment and acceptance of such amendment/s by you. If the rights and obligations herein are altered by virtue of any change in the applicable laws, such changes shall be deemed to have been incorporated herein in modification of the existing rights and obligations. In the event that a change in law governing this General Terms & Conditions or any agreement/ arrangement thereunder is less stringent than these General Terms & Conditions or any agreement/ arrangement thereunder, then these General Terms & Conditions or any agreement/ arrangement thereunder shall prevail.

34.    SEVERABILITY

The invalidity or unenforceability of any provisions of these General Terms & Conditions in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this General Terms & Conditions in such jurisdiction or the validity, legality or enforceability of this General Terms & Conditions, including any such provision, in any other jurisdiction, it being intended that all your and FSWA’s rights and obligations hereunder shall be enforceable to the fullest extent permitted by law.

35.    INTERPRETATION

35.1    The heading of each provision hereof is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligation set forth in each such provision.

35.2    In this General Terms & Conditions, reference to the singular includes the plural, and any reference to the plural includes the singular, and words importing the masculine gender shall include the feminine gender and neuter gender and vice –versa.

PART III: THE SERVICES

36.    ONLINE SERVICES

The following provisions together with any terms and conditions shown on the relevant website or application forms will apply to all Products and Services provided by us through the internet from time to time (the “Online Services”) and administration of such Products and Services.

36.1    You will be obliged to pay any applicable fees, expenses and charges applicable in respect of the Online Services provided.

36.2    Any transactions or instructions given through the Online Services will be irrevocable and unconditionally binding on you. You accept that you will make use of the Online Services entirely at your own risk and responsibility.

36.3    Our records of all transactions and instructions conducted through our Online Services will be binding and conclusive in the absence of obvious error or omission in such records.

36.4    You accept that any security procedures we implement for our Online Services are reasonable and adequate. For your part you will keep your CIF and the personal identification number (the “IPIN”) or password supplied to you or created by you for the purposes of the Online Services confidential and prevent the same from being disclosed to third parties or unauthorized persons. You will be fully responsible for the safe keeping of all numbers and passwords as we accept no responsibility or liability for any fraud or damage arising as a result of loss or compromise of the IPIN.

36.5    We shall not make any investigations regarding the identity of the user using the Online Services in your name other than making reasonably sure that the appropriate passwords and identification or security methods have been applied. Any use of the Online Services by unauthorized third parties will be solely your responsibility unless you have advised us of the possibility of such unauthorized use and we have had reasonable time to terminate access by unauthorized parties by changing the various security and authentication codes.

36.6    All information stored on the Online Services belongs entirely to us.

36.7    We shall be at liberty to:

(a) take such steps as we deem necessary to restrict access to the Online Services;
(b) introduce additional or alternative security measures for authentication purposes; and
(c) restrict or terminate your use of the Online Services.

36.8    Whilst the Online Services are provided by us and through our facilities we shall not be responsible or liable in any manner for any of the following:

(a) failure to make available or accessible any Online Services due to technical, network or other malfunction or breakdown, routine maintenance or upgrades;
(b) any errors or omissions or any loss or damage that may occur or arise as a result of any malfunction or failure of the Online Services or otherwise howsoever;
(c) any additions, deletions, variations or changes to the Online Services and its use or the terms and conditions under which it is available or daily cut-off times;
(d) any partial, incomplete or failed transaction or payment; or
(e) failure of any equipment or software provided by third party software providers, service providers and network providers (including but not limited to telecommunications providers, Internet browser providers and Internet access providers), or any agent or subcontractor of any of the foregoing.

36.9    Whilst we shall provide the Online Services in a good faith and best efforts basis, we shall not be liable for any loss, damages, costs, or claims incurred by you howsoever caused. In particular we shall not be liable for any financial loss due to online fraud.

36.10    We are unable to guarantee the accuracy, completeness and timeliness of information provided through our Online Services. We may vary, amend or change the information and the website linked with our Online Service.

36.11    We shall not be liable for or responsible for any damage or loss caused by any computer virus, computer code or programming device used in connection with our Online Services, or by any corruption, disruption or damage to information, software, hardware, data or property by reason of or incidental to the use of our Online Service;

36.12    We reserve the right to decline to process or honor on line instructions or communications.

36.13    We may terminate your use of the Online Services at any time in our discretion without having to assign any reason.

36.14    We shall notify you from time to time of the internet software required for using our Online Services and where possible assist in helping you access it. However, we are not obliged to support all versions of the internet software. You will remain responsible for upgrading your software, hardware and operating system from time to time so as to be compatible with ours.

36.15    Any hyperlink on our website is for information purposes only and for your convenience. We shall not analyze or investigate such links. The inclusion of a hyperlink does not imply any endorsement of the material on such site.

36.16    Certain correspondence such as the online banking password and e-statements will be delivered to you through the email address registered with us. Emails will be sent to you through the public network. You must immediately change the password and/or PIN numbers as soon as you receive them. Thereafter, you should change such numbers periodically. We shall not be responsible for any failure or delay in delivery or for the loss of data or confidential information or for misdelivered e-mails.

36.17    Whilst we shall provide internet security we cannot guarantee complete protection against internet fraud, hacking and other actions that could affect customer transactions or any other instructions to us including delays or failures in processing the transaction or instructions.

36.18    You agree and undertake:

(a) not to use any software or material which you know or have reason to suspect contains any viruses, malicious code, or damaging components which may interfere with the operation of the Online Services or corrupt data or software on or provided through the Online services;
(b) not to transmit any materials or information through the On Line Services which may be offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which you know or have reason to suspect contains any viruses, malicious code or damaging components.

36.19    You will be solely responsible for ensuring the accuracy, adequacy, and completeness of the electronic instructions and that we shall not be obliged to verify the accuracy, adequacy and completeness of such instructions.

36.20    We shall not be liable for any loss, damage, or expense suffered by you as a result of :

(a) electronic instructions being inaccurate, inadequate or incomplete in any way; or
(b) any failure, refusal, delay or error by any third party through whom any such electronic instructions are transacted.

36.21    Online instructions will not be deemed to have been received by us unless you receive confirmation of receipt. In the event of non-receipt, your instructions will not be carried out or processed and we shall not be liable for any loss, damage, or expense which thereby arises.

37.    STATEMENTS

We shall issue statements of accounts (either in physical form or electronically) periodically for your convenience for the products and services which you may have with us. These periodic statements of accounts will be conclusive and binding on you unless you object within the time period as set out in specific statements

38.  EMAIL STATEMENTS

38.1    We may at our sole discretion provide statements by email to our customers who have applied for and requested such email statements. A charge may be levied for such service.

38.2    Where we agree to provide email statements to you it will be on the basis that you will fully indemnify us against any costs, claims, losses or damages by reason of any errors or omissions on the email statements, misdelivery, non-delivery or otherwise arising directly or indirectly as a result of the email statement service.

38.3    If you request email statements, you would do so on the understanding that such means of communication have an inherent risk of the data and confidential information being accessed, seen by or manipulated by other parties. For this reason you will agree to waive any right or claim of action they may have against us or our employees or offices in this regard. You will also unconditionally and irrevocably undertake to indemnify us, our employees, officers and representatives against all losses, costs, damages or expenses arising by the provision of email statements.

38.4    We shall be at liberty to terminate or restrict the availability or use of the email statement service at our discretion at any time without assigning any reason therefore.

38.5    There may be charges for this service.

38.6    You must notify us of any discrepancy, omission, inaccuracy or wrong entry in an email statement within fourteen (14) days from receipt of the email statement. Upon expiry of this period, you will in the absence of notification be deemed to have received and accepted as true and correct all the entries to the email statement.

38.7    Your contractual and other obligations to us including the obligation to make any and all payments due will remain irrespective of the receipt or non-receipt of the email statement.

39.    TELEPHONE SERVICES

39.1    Our telephone centre will make available to you a range of services through the telephone including information regarding status of and balances on your account for the various Products and Services, extended information on the Products and Services, receipt of limited instructions and applications, provision of application forms and materials and such other services as the centre may be designed to provide. Please note that the range of services provided by telephone may change from time to time. All telephone communications with our telephone customer service personnel may be recorded for the purposes of storage, verification, training and ensuring required customer service levels.

39.2    When making available our telephone customer service facility, we shall issue you with a telephone personal identification number (“TPIN”) as security for the use of this service. The TPIN must be kept confidential and must not be disclosed to any other person. You will be fully responsible for the safe keeping of all numbers and passwords as we accept no responsibility or liability for any fraud /or damage arising as a result of loss or compromise of the TPIN.

39.3    We shall accept your instructions over the telephone using our telephone services on the basis that you will fully indemnify us and hold us harmless against any consequences, claims, proceedings, damages or losses which may arise or may be incurred by reason of our acting in good faith on your instructions and carrying out instructions from you or purporting to be from you. Other than to undertake our standard security checks we shall be under no obligation to verify that the instructions are from you.

39.4    In using this service you acknowledge that we may deal with and provide information to any party who purports to be the customer, provided that the customer verification procedures in force from time to time have been followed by our personnel.

39.5    The use of the telephone service is personal only to you and you must not permit any third party to use this facility on your behalf. Any liability or responsibility for third parties who access such services in your name will be borne by you unless we are grossly negligent or in wilful default.

39.6    We are not liable for any loss or damage incurred by reason of any error, failure to provide the service, provision of erroneous information, failure to act on instructions or otherwise howsoever unless the same is shown to have been caused by our gross negligence or wilful default.

39.7    You may change various passwords and personal identifications numbers using our telephone services once your TPIN is validated and the security measures have been complied with. However, in making available this service to you we take no responsibility for any consequences, costs, claims or damages arising.

40.    ALERTS

40.1    From time to time we may make available an alerting service by using SMS or emails to send messages alerting you on various matters concerning your accounts and our Products and Services. These would include, for instance, alerts as to payments due, expiry of a Product or Service, introduction of new or improved Products or Services, or outstanding balances in respect of Products or Services. The service may also alert you to any actual or potential defaults in your payment or other obligations.

40.2    You may be required to register for the service in order to make use of it. The registration will also constitute registration for our online services and your acceptance of the General Terms & Conditions.

40.3    Whilst we shall use our best reasonable efforts in providing the alerts and information, we do not accept any liability or responsibility whatsoever for (i) any failure or lapses in the alerting service or (ii) the content or nature of the information sent to you by or through the alerting service or (iii) information which may have been omitted to be sent or sent in error.

40.4    We may send you additional information from time to time on our Products and Services. In the event that you do not wish to receive or continue receiving such information please notify us in writing or through other available channels.

40.5    In the event that any change in the communication details concerning the alerting service, including your mobile number, email address, or account number, it will be your responsibility to notify us in writing in adequate time and ensure that the new details are entered in our records.

40.6    The alerts that you receive will be based on the information that you have selected as being required. This information may be selected at the time of registration or notified to us thereafter through established means. The responsibility for setting the required information alerts and for the use of this service in a proper and effective manner is entirely yours.

40.7    You may give us instructions to vary the nature and content of the alerts that you receive either by written notification in our standard forms (if any) or other accepted means of written communication or alternatively through our telephone services. Your instructions will be implemented after they have been subjected to our internal verification processes.

40.8    The alerting service will only be available to you if you are within the coverage area of the cellular service operator we select. We take no responsibility for any defects, failure of delivery or malfunction by the cellular service operator or its services. In particular, we shall not be responsible for the quality of the service provided by the cellular service operator or any third party service provider and make no guarantee and give no assurances as to the delivery or accuracy of the alerts.

40.9    We may at any time discontinue this service at our sole discretion.

40.10    The tariff for our fees and charges for use of the alerting service will be set out in a schedule of tariffs which we shall make available to you on registration for the alert service.

40.11    If you wish to cease using the alerting service you will cancel it by written request to us.

40.12    However notwithstanding any such cancellation, you will remain liable for all alerts and other transactions that occurred prior to our terminating the service.

41.    REMITTANCES

41.1    In conjunction with other financial institutions we shall provide a service to our customers for the quick and convenient remittance of funds. The charges and fees for this service will be notified to customers from time to time.

41.2    The terms and conditions governing the remittance of funds may be specified on any application form provided for the purpose. In addition you acknowledge that the terms and conditions of the external financial institutions involved in providing the service shall also apply.

41.3    We shall provide our services on a best efforts basis but shall not be responsible or liable for any loss or damage arising and howsoever caused by reason of the remittance or failure to remit funds on your instructions unless such loss or damage has been caused by our gross negligence or willful default.