Terms and Conditions

Sub Broker Terms and Conditions

1.Definitions and Interpretation :

• "Customer / client / investor" means any person who, at the recommendation and solicitation of the Associate opens and maintains an investment account with the Associate in connection with the Services or for investment in any of the Mutual Funds. Any such person is deemed to be a customer of the Associate
• ATS Associate/the Associate/Affiliate" means and includes any person registered with Association of Mutual Funds in India ("AMFI") or such other regulatory authority to act as a distributor of financial products including Units of the schemes of Mutual Funds and availing of the services of ATS
• "Assocate's Representative" means and includes any employee / officer / sub-broker of the Associate or any other person representing for and on behalf of the Associate by whatever name called
• "Intellectual Property" means all patents, trademarks, logos, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises, formulae, designs, rights of confidential information and all other intellectual property
• "Mutual Funds" means, a trust set up under the provisions of the Indian Trusts Act, 1882 and registered with SEBI under the SEBI Regulations
• "Offer Document (OD) /Scheme Information Document (SID)/Statement of Additional Information (SAI)" shall mean the document issued by AMC offering Units of the scheme(s)/plans for subscription along with any addendum or changes to such Scheme Information Document (SID) /Statement of Additional Information (SAI) as may be made or issued by AMC from time to time
• "Products" shall mean mutual funds, and any other financial and non financial products on ATS platform, (as the same may be amended by ATS from time to time at its discretion and notified in writing to the Associate)
• "Product Provider" means an entity offering any Product on ATS platform, including asset management companies (AMC)
• "Transaction" means all transactions, including but not limited to any purchase, redemption or switch, made in any of the financial products, in any manner or mode, either directly or indirectly, by the Customer of the Associate at any point of time
• "SEBI" Securities and Exchange Board of India
• "Services" means the investment and processing services provided by ATS with respect to Mutual Fund.
• "Units" shall mean the interest of the Customer in an undivided share in the net assets of a scheme of the Mutual Funds or as defined by SEBI or Scheme Information Document/Statement of Additional Information from time to time
• "Website/ ATS Portal/ATS Platform" shall mean www.InvestOnline.in and such other internet sites maintained/launched/designated by ATS to enable online transactions in various financial products, including units of the Mutual Funds to the customers

These Terms and Conditions of Empanelment as a Sub-broker of Abchlor Investments Pvt Ltd ('Abchlor') are a binding contract between sub-broker and Abchlor for appointment as a Sub-broker of Abchlor to sell/distribute units of mutual fund schemes. Please read these Terms and Conditions carefully. By accepting these Terms and Conditions you acknowledge that you have read, understood and agree to be legally bound by them at all times.

Terms and Conditions -

1. A Sub-broker and its employees who will be involved in distribution of units of the schemes must carry out such directions and instructions as may, from time to time, be issued by Abchlor in this regard and comply with all the extant applicable laws, rules, regulations, guidelines, directions, etc.
2. A Sub-broker /or its employee or its representatives who are involved in distribution of mutual fund products must have cleared the AMFI and/or NISM certification test and obtained Employee Unique Identification Number (EUIN) from AMFI apart from AMFI Registration Number (ARN). The Sub-broker shall ensure that the employees quote the EUIN in the Application Form for investments. A self-attested copy of ARN card / AMFI certificate & PAN card must be submitted by the Sub-broker to Abchlor., for its records and verification, as and when requested for.
3. The Sub-broker shall ensure that its employees or representatives have and at all times shall continue to hold all valid and subsisting approvals /registrations / certifications as may be required by law to perform its obligations hereunder during the term of appointment and that they have not and shall not violate / breach any of the terms and conditions subject to which such approvals / registrations / certifications have been granted & complies with all rules/regulations/acts as prescribed by SEBI/AMFI from time to time.
4. The Sub-broker agrees to comply with the provisions of Securities and Exchange Board of India (SEBI) /AMFI Circulars with regard to disclosure of all types of commission payment to them for different competing schemes from various mutual funds, and any amendments made thereof vide any notifications/circulars/guidelines issued in this respect from time to time.
5. The Sub-broker agrees to comply with the relevant provisions of the Prevention of Money-Laundering Act, 2002 and Know Your Client norms laid down by SEBI and AMFI as applicable and amended from time to time. The onus of conducting/adhering to the KYC norms is on the Sub-broker and the Sub-broker will ensure proper verification of identity of Clients/investors.
6. The Sub-broker shall ensure that the terms and conditions mentioned herein or as amended from time to time are also complied with by the Sub-brokers' employees, Sub-broker (including sub-Sub-broker) and representatives.
7. All subscriptions procured by the Sub-broker shall only be accepted by means of Account Payee cheques, pay orders or demand drafts drawn in favour of the scheme name as mentioned in the SID. The Sub-broker cannot, on behalf of Abchlor, issue receipt of any application form(s), cheque(s), demand draft(s), etc. received towards subscription or any transaction. A Sub-broker is not authorised to issue any receipt for cheques and demand drafts received along with the application forms on behalf of the AMC. The Sub-broker shall at no point of time receive cash on behalf of the AMC.
8. The Sub-broker shall be responsible for providing the foreign inward remittance certificate or the certificate evidencing the subscription by way of debit to the NRE/ FCNR account of any non-resident Indian investor, within five days from the receipt of subscription by Abchlor from such investor.
9. The Sub-broker shall not in any way pledge or have any lien or charge towards the fees payable to the Sub-broker for the services rendered herein.
10. The Sub-broker shall neither use nor display the name, logo, mark or any intellectual property of Abchlor (or any things identical thereto) in any manner whatsoever, except as permitted by Abchlor for representing himself as the empanelled Sub-broker of the Abchlor.
11. The Sub-broker shall do all acts, deeds and things necessary on behalf of the Abchlor to enhance the investors' confidence and interest in the Abchlor and ensure that the interests and reputation of the Abchlor are fully protected at all times and shall not undertake any obligation or incur any liability on behalf of the Abchlor nor in any way pledge the Abchlor's credit.
12. The Sub-broker shall be solely responsible for resolution of all the investor grievances/complaints arising due to any acts or omission or gross negligence, misrepresentation, fraud or mistake not directly attributable to the Abchlor and shall provide complete assistance to Abchlor for redressal of complaints.
13. Abchlor shall from time to time publish notices, addendums and may make available to the Sub-broker any other documents as may be related to the operations of Abchlor.
14. A Sub-broker is eligible for brokerage on the amounts mobilized by him at the rate(s) prescribed by Abchlor. The rate(s) are subject to revision, from time to time, at the discretion of the Abchlor and the Sub-broker shall be bound by such changes. The brokerage payable shall be inclusive of any tax, service tax, cost, charges and expenses incurred by the Sub-broker in connection with the agency.
15. Abchlor reserves the right to withhold the commission or any other amount payable to the Sub-broker, pending submission of the declarations/documents/forms or any other information as required by the Abchlor
16. The Sub-broker shall not have any right or claim against the Abchlor, for any loss incurred by it due to any revision made by the Abchlor in commission or any change of terms and conditions of distribution.
17. In case the Sub-broker receives any commission or any other amount which is not due or payable to the Sub-broker, the Abchlor shall be entitled to recover the same or adjust all such amounts as are paid wrongly or by mistake to the Sub-broker.
18. The Sub-broker declares and covenants with the AMC to defend, indemnify and hold the AMC and its affiliates, promoters, successors in interest and permitted assigns harmless from and against all claims, damages or assertions of liability of any kind or nature resulting from:
    • Any breach of terms, covenants and conditions or other provisions hereof, or SID, KIM and/or SAI or any actions or omissions there under;
    • Any failure to comply with all applicable legislation, statutes, ordinances, regulations, administrative rulings or requirements of law;
    • The misfeasance, malfeasance or fraudulent acts of the representatives of the Sub-brokers; and
    • Any and all actions, suits, proceedings, assessments, settlement, arbitration judgments, cost and expenses, including attorneys' fees, resulting from any of the matters set forth above.
    • Fraudulent, improper, incorrect, wrongful or negligent performance, work, service, act or omission by the Sub-broker including any of its employees, and representatives;
    • Wilful misconduct of the Sub-broker or any of its employees, Sub-broker (including sub-Sub-broker) and representatives.
    • Breach of any term or condition mentioned herein by the Sub-broker or any of its employees, Sub-broker (including sub-Sub-broker) and representatives;
19. The appointment of the Sub-broker shall continue to remain in full force and effect unless terminated by Abchlor or the Sub-broker, in accordance with the provisions contained herein. The appointment of a Sub-broker shall be liable to be terminated by the Abchlor forthwith:
    • If he/she is found to be a minor or adjudicated as an insolvent or found to be of unsound mind by a court of competent jurisdiction;
    • If in course of any judicial proceeding it is found that he/she has knowingly participated in or connived at any fraud, dishonesty or misrepresentation against the Abchlor or any customer of Abchlor
    • If any statement made in the Sub-broker Registration Form was false or misleading or calculated to mislead;
    • If Sub-broker acts in any other manner prejudicial to the interest of the Abchlor; and
    • If Sub-broker does not comply with all applicable legislation, statutes, ordinances, regulations, administrative rulings or requirements of law.
    • If Sub-broker fails to comply with the terms and conditions mentioned in this empanelment form.
    • The Sub-broker remains inactive in business with Abchlor for a considerable period of time, as decided by Abchlor from time to time. Abchlor also reserves the right to suspend brokerage under such cases.
20. Upon any termination, the Sub-broker shall forthwith return to Abchlor all documents, papers and material pertaining to and / or belonging to Abchlor.
21. A Sub-broker shall not have any claim against the Abchlor for any loss incurred by him/her as not anticipated and arising out of any revision in the rate(s) of commission for business canvassed.
22. A Sub-broker must read and understand the Scheme Information Document ('SID'), the Key Information Memorandum ('KIM') of the scheme(s) and Statement of Additional Information ('SAI') of the respective scheme(s) carefully and explain the risks, investment objectives and the special features of the schemes to the investors. The Sub-broker must not make any representation concerning Units or the Mutual Fund except those contained in the SID, KIM, SAI and/or marketing material issued by Abchlor.
    • Confidential Information shall mean all information disclosed to the Parties under this Agreement including but not limited to the details of the investors. The Party receiving the information shall be the "Recipient Party" and the party disclosing the information shall be the "Disclosing Party". However, the Parties agree that following shall not be considered Confidential Information: Becomes generally available to the public other than as a result of disclosure by the disclosing party or by the disclosing party's agents (in the case of Sub-brokers, including the sub-Sub-brokers), employees or representatives; or Information which was previously known to the recipient Party prior to receipt from the disclosing Party; or Information that is developed independently by the recipient Party or any of its employees, agents or representatives who had no access to the Confidential Information provided by the disclosing Party; or Information which is disclosed to regulatory authority; or. Information which is disclosed pursuant to the requirement or request of a government agency or court of competent jurisdiction.
    • Each Party further acknowledges and agrees: To protect Confidential Information, the standard of care required by the Party in protecting the confidentiality of Confidential Information shall be the same standard of care that the disclosing Party uses in protecting its own Confidential Information. Parties here to shall disclose Confidential Information or permit disclosure of Confidential Information to its employees or agents or Service Provider only on NEED TO KNOW basis.
    • The covenants of confidentiality set forth herein shall survive and continue and be maintained from the date hereof even after the termination of this Agreement.
23. The Sub-broker shall always conduct himself with propriety and decorum and in a manner, which is not prejudicial to the interest of Abchlor.
24. The Sub-broker must not use any malpractice and/or unethical means to sell, market, solicit or induce any investor to undertake any transaction pertaining to the units of any scheme
25. The Sub-broker hereby specifically authorises Abchlor to obtain KYD documents /records of the Sub-broker from KYD/CDMS/AMFI. If the Abchlor is not able to obtain /Download such details from KYD/CDMS/AMFI or the Sub-broker is not KYD Compliant or if the records are not in verified status, then Abchlor reserves the right to reject the empanelment or call for such records/ documents as may be required, and the Sub-broker agrees to provide all such documents to Abchlor, in order to comply with the provisions of Know Your Sub-broker norms laid down by AMFI/SEBI as amended from time to time.
26. The empanelment of the Sub-broker as a Sub-broker of Abchlor shall be on a non-exclusive basis. The relationship between Abchlor and the Sub-broker is that of principal to principal and does not create any agency relationship or employee-employer relationship between Abchlor and the Sub-broker.
27. In respect of all disputes arising under this engagement, the courts at Mumbai alone shall have jurisdiction, in accordance with the laws of India.
28. The statements and declarations made by the Sub-broker herein are the basis of his empanelment as a Sub-broker.
29. The empanelment of the Sub-broker as a Sub-broker of Abchlor is subject to written confirmation from Abchlor. The Sub-broker shall promptly provide on periodic written declaration / confirmations along with supporting documents as required by the Abchlor to ensure compliance with all applicable laws/rules/regulations/guidelines/SEBI/ AMFI circulars.
30. The Sub-broker shall not restrict the right of investor for changing the Sub-broker, if the investor wishes to do so.
31. The Sub-broker understand that if they submit any Offline/physical transaction application to Abchlor which require physical signature, such transaction will be processed by Registrar & transfer agent only if his signature on the application matches with the signature as available with KYD/ CDMS/AMFI records. The Sub-broker agree that any mismatch in signature would result in rejection of his request.
32. The Sub-broker shall use only such SIDs, Key Information Memorandum containing Application Forms and advertising material provided by AMC and the Sub-broker shall not design its own advertisement of the scheme(s) unless it has obtained prior approval in writing from the Abchlor.
33. The agency shall stand automatically terminated without any notice upon disqualification or withdrawal of Regulatory or Government Approval to act in the capacity contemplated herein. Upon any termination, the Sub-broker shall forthwith return all documents, papers and material pertaining to Abchlor.
34. Appointment as a Sub-broker is subject to written/Mail confirmation by Abchlor.

Use Of The Portal -

"AIPL Portal" or "InvestOnline.in Portal" shall mean all the websites /links /pages offered by AIPL through which access is provided to web pages, online desks, user accounts, utilities, forms, surveys, reports, financial tools, articles, documents, media contents, news, Product, Service, market information, third party links, etc. in any mode, format or manner, and through any technology or platform, including mobile platforms /operating systems and mobile applications. AIPL Portal/InvestOnline Portal includes all online user desks, mobile applications and mobile desks, including versions thereof but not limited to, Partner Desk, Trading Account Desk, and Client Desk.

1. "Partner Desk" shall mean the areas in the AIPL Portal to which the Partner gets access by virtue of a unique log-in identity and password. The Partner Desk contains information related to distribution business, Client information, MIS and other related information specific to the Partner.
2. "Client Desk" shall mean the areas in the AIPL Portal to which the Client gets access by virtue of a unique log-in identity and password. The Client Desk contains a portfolio and other related information specific to the Client.
3. "Product(s)" shall mean securities or any other financial or non-financial products available with AIPL from time to time and offered specifically to the Partners for distributing such products to their Clients in any mode or format.
4. "Service(s)" shall mean support and related services to promote the sub-distribution business of the Partners as specifically offered by AIPL from time to time. Some of the Services may require acceptance of specific terms & conditions by the Partner.

Any person intending to distribute units of mutual funds registered in India shall be a "Mutual Fund (MF) Distributor" as defined under existing laws as amended from time to time. Any Partner acting as an 'Investment Adviser' shall not be eligible to distribute units of mutual funds registered in India under this Agreement unless such Partner is conducting the mutual fund distribution business as a separate entity or separately identifiable department or division (SIDD) in conformity with the IA Regulations.

1. AIPL may add, amend, suspend, terminate any Product or Service at its sole discretion based on its internal guidelines and procedures and in accordance with the applicable laws.
2. The Partner shall disclose the names of individuals engaged in the distribution of Products and Services offered by AIPL on their behalf along with their relevant certifications & eligibility for specific Products & Services and their relationship with the Partner. The Partner shall update AIPL with such information related to such individuals viz, new individual joining or an existing individual retiring from such role. All such individuals shall abide by the terms and conditions in this Agreement and shall work in conformity with the applicable laws.
3. AIPL grants the Partner a non-transferable, revocable and non-exclusive license to use AIPL's Partner Portal and other online facilities for bonafide purposes of this Agreement only.

In the event of non-individual applicant being enrolled as a Partner, such person shall designate an individual ("Partner Representative") associated with the Partner as an employee, director, partner or any such other similar legal and contractual capacity who is authorized to act and undertake all the functions and actions or decisions on behalf of the Partner. The name and details of the Partner Representative shall be provided by the Partner to AIPL and any change of the Partner Representative shall be communicated to AIPL within a reasonable time without failure.

Definition of Relationship -

1. Any individual engaged in the distribution of Products or provision of Services offered by AIPL on behalf of the Partner, all their actions shall have a binding effect on the Partner and any acts of commission or omission shall be construed as acts of omission or commission of the Partner under this Agreement
2. The relationship between the Partner and AIPL shall be on a 'principal-to-principal' basis. The Partner is not an agent or employee or representative of AIPL and shall have no rights whatsoever to represent or bind or act on behalf of AIPL so as to bind or make party or engage AIPL into any contract, agreement, legal relationship, any form of liability, etc. with any person, either directly or indirectly in any manner whatsoever. This includes, but is not limited to, actions taken in the performance of any activity, duty or service related directly or indirectly to the distribution of any Product or receipt of or provision of any Service rendered to any Client as a Partner subject to the applicable laws.'

Rights -

1. The Partner shall be allowed to create and manage a "Group Account" or family account of multiple related Clients. AIPL in no case shall be responsible to the Client for any issue or dispute arising out of an incomplete or incorrect grouping of Clients done by the Partner, including but not limited to display of confidential information to any other Client, Partner or any third party.
2. The Partner shall be allowed to request AIPL the user-id and password of the Client Desk for their Group Accounts. The Clients can access their Client Desk with such requested login ID & password through the AIPL Portal.
3. The Client of the Partner who has opened the InvestOnline.in account with AIPL shall be given a user id and password to access his Transactions and holdings through the account.
4. The Client and the Partner will be responsible for the bonafide use of AIPL Portal and also for the privacy and security of such a login Id and password. AIPL in no case shall be responsible to any Client or Partner, whatsoever, for the unauthorized access of AIPL Portal or for the leakage of any confidential information of a Client.

Adherence To Laws -

The Partner shall offer Clients with quality services, timely information, and shall have a proper Client grievance handling process in place. The Partner shall also adhere to all applicable laws with respect to any Product related advice, distribution, Client risk profiling & objective(s) assessment, Product evaluation, Product suitability study, Client registration, disclosures to Client, servicing or such other related activities and also any portfolio advisory or any investment management related activities

Statutory Requirements -

1. The Partner specifically ensures that any person involved or engaged in selling or distribution of mutual funds and other Products on behalf the Partner, is eligible and duly authorized to do so and has the necessary certification as required by applicable laws and guidelines released by regulators & governing authorities, including SEBI, AMFI, and any industry SRO.
2. The Partner engaged in the distribution of units of mutual funds declares that the Partner nor any of his related party or associate is acting as Investment Adviser under IA Regulations. In case, a Partner or any related party or associate wishes to operate as an "Investment Adviser", a written communication must be made to AIPL, without failure and the Partner shall either terminate this Agreement or shall only be eligible subject to adherence to certain terms and conditions of AIPL in addition to the IA Regulations.
3. The Partner shall be solely responsible for adhering to the implementation of KYC (Know Your Customer) and AML (Anti Money Laundering) norms, processes, compliances under the PMLA regulations & guidelines given by the regulatory authorities, AMCs, SRO and AIPL from time to time. In case of any non- compliance thereof, the Partner agrees that AIPL cannot be held responsible for the same.

Ownership -

• AIPL reserves the sole ownership and rights over 'AIPL Portals' and shall offer such Products & Services and features thereof as deemed appropriate and feasible from time to time. AIPL shall offer these Services & features without any expressed guarantees or warranties whatsoever and on the "As Is and Where Is" basis. AIPL owes no liability or obligations to provide and/or on account of the use of these services/features to its Clients and offering of the same shall be on privilege basis at the sole discretion of AIPL. AIPL regularly and rightfully perform the maintenance & development activities on all 'AIPL Portals' and parts or contents thereof. During such activities, the AIPL Portal services may not be available, either in part or full, for such required durations of time.
• The Partner acknowledges that AIPL reserves the right to communicate with the Clients to provide information on Products, Services, Transactions, promotions, subscriptions, markets, etc. and also gather feedback and interests on any Transactions done, or Products/Services offered or, in any mode, format or manner, at its sole discretion, without any prior notice to the Partner.
  1. AIPL reserves the right to allocate, change, shift, transfer the relationship of the Partner to any of AIPL Employee or any Non-Employee playing a similar role.
  2. AIPL also reserves the right to set-off and/or deduct any due amounts by Partner from the accrued commissions or brokerages etc., amounts payable to the Partner at the discretion of AIPL.

Ownership -

1. "Intellectual Property"/ "IP" includes ideas, concepts, creations, discoveries, inventions, improvements, know-how, trade or business secrets; trademarks, service marks, copyrights, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, spreadsheets, papers, models, sketches, formulas, information, teaching techniques, electronic codes, proprietary techniques, research and development projects, and data, and other confidential and proprietary information, computer programming code, databases, data, documents, reports, diagrams, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, the whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments.
2. AIPL solely owns all 'Intellectual Property' existing, created or held in the Products, Services, AIPL Portal, in any mode or manner.
3. The Partner shall have no right to use the Intellectual Property in any manner whatsoever except to the extent expressly permitted by AIPL under this Agreement.

Use of Information -

• The Partner shall keep the access to AIPL Portal, tools & contents thereof, documents, user manuals, reports, etc. only for authorized individuals such that unauthorized persons, do not have a visual view and/or physical access to the same.
• The Partner is responsible for maintaining and protecting the confidentiality of any login-id and password issued by AIPL for access to AIPL Portal, including Partner Desk. The Partner agrees to accept responsibility for all activities that occur under his login-id and password. AIPL shall not be held liable for any actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, charges in respect thereof or otherwise on account of the use of AIPL Portal, or other such online facilities by person/s other than those authorized and/or nominated by the Partner.
• The Partner agrees and undertakes to:
  1. Provide true, accurate, current and complete information about itself as required under this Agreement.
  2. Maintain and promptly update the above information to keep it true, accurate, current and complete.

AIPL shall not be liable for any delay caused in execution and/or rejection in respect of any Transaction or the subsequent receipt of such Transaction or account statement or delivery to a wrong person of any information, including but not limited to log-in information, account statements, Transaction confirmations, electronically or otherwise, which have been made through AIPL or by AIPL Portal, for any reason whatsoever.

Usage of Technology - (Sub-brokers, Independent Advisers, Distributors) -

• Abchlor Technology Solutions (hereinafter referred to as ATS) will, through its affiliates/associate distributors (distributor who agrees to use the platform of ATS for online transaction for their investors), upload the purchase/sale requests of the investors for the units of certain schemes of the Fund on its electronic Platform for Allotment and Repurchase of Mutual Funds).
• It is the responsibility of the Fund and the AMC to fulfill their obligation to allot /redeem the units of the unit holders in accordance with the data passed on through ATS.
• ATS only offers its web investment portal to affiliate/associate distributors, mobile application, submission of transaction feed files to the AMC/RTA on their behalf and facilitating fund transfer to the AMC's bank account through the payment gateway.

Obligations of ATS -

• ATS will allow its affiliate distributors who satisfy the conditions to accept buy and sell applications for mutual fund units of those schemes that tie-up with it. ATS will treat these intermediaries as empanelled/affiliated and may separately enter into suitable agreements with them for the same.
• ATS shall provide its online platform only in respect of the schemes of the Fund which have been communicated to it by the fund and the AMC.
• ATS shall enroll / provide its services to only Distributors who are AMFI registered and have valid registration in place. ATS shall enter into agreements with such Distributors wherein the Distributors undertake to ensure compliance with applicable SEBI Mutual Funds Regulations and AMFI Guidelines. Further ATS shall also ensure that the Distributors provide adequate and sufficient indemnity to ATS to address issues in case of non-compliance with applicable Regulations. Distributors shall ensure adequate documentation/agreement in place with its investing clients to ensure compliance with applicable Regulations.
• ATS shall be responsible to send the data generated by it on its electronic platform to the Fund/AMC/RTA of the Fund as may be mutually decided between ATS and AMC, so as to enable the Fund and/or the AMC to allot/redeem the units, to compute trail commission, for maintenance of records at their end etc.
• ATS will provide an electronic platform for facilitating the orders placed by the unit holders through their Mutual Fund Intermediaries and reporting them to the AMC/RTA.
• ATS shall provide its online platform on such terms and conditions as they may deem fit and proper from time to time within the Regulatory framework.
• It is agreed and understood between the parties hereto that the service agreed to be provided by ATS and the Mutual Fund Intermediaries are in the nature of facility.
• ATS shall ensure all account opening documents are verified by them before any customer is activated. ATS shall also be responsible to ensure all customers are KYC KRA compliant as per applicable Regulations as amended from time to time. ATS shall ensure all account opening documents and transaction logs are submitted to AMC/RTA as per applicable SEBI Regulations.
• ATS shall ensure all transactions are uploaded within applicable cut-off timings as may be decided by the AMC and the ATS from time to time, for processing of transactions based on NAV applicable based on the cut-off timings.
• Notwithstanding what is stated in sub-clause above, ATS agrees to ensure that the Affiliates duly carries on its obligation to its clients and also agree to take such disciplinary action as it may deem fit against the Affiliates including investor grievance handling and/ or arbitration mechanism, if any Affiliate is found to have failed or neglected in performing its obligations under this arrangement. The parties agree that suitable provision to this effect will be incorporated in the agreement that the Affiliate may execute with its clients.
• ATS shall reconcile the data generated on its platform and forward the duly reconciled data to the Fund. It shall be the obligation of the Fund to allot the units to the investors or transfer the amount into the account of the investors.
• Save and except as specifically provided in law, neither ATS nor the Affiliates shall be liable to comply with and be bound by any circular, regulation, notification, etc, applicable to a mutual fund and asset management company or register and transfer agents of a mutual fund. However the ATS and the Affiliates must ensure that all documents, transactions, processes and procedures duly comply with SEBI (Mutual Funds) Regulations, 1996 and any other circular issued from time to time, AMFI best practice and/or such other rules/regulations/guidelines as applicable from time to time.
• ATS agrees to maintain the client confidentiality as required under SEBI Mutual Fund Regulations, AMFI or any other statutory bodies from time to time.
• ATS agrees to maintain and offer the online transaction in accordance with the law prevalent in India, SEBI Mutual Fund Regulation, AMFI best practice and any amendment thereto from time to time.

Limitation of Liability -

The role of ATS is limited to the extent of facilitation of the proposed schemes through its online platform in the manner and to the extent as specified herein. ATS does not guarantee the fulfillment of obligation arising out of orders routed through its online platform and is not liable for any losses arising therefrom to any party or person. Further, AMC / Fund, shall not be responsible for any transaction which has not reached to AMC on account of error occurred at ATS website.

In case of any redemption request, the funds will be transferred by the AMC, directly to the investor's bank account. If any Purchase request is rejected then AMC shall transfer back the funds, which have been debited from the investor's account directly to the investor's bank account as per bank details provided in the feed file.

Neither ATS nor AMC / Mutual Fund shall be liable for failure or any loss, damage or other costs or for any consequential loss or damage arising out of:

• Telecom network or online platform failure including failure of ancillary or associated systems or fluctuation of power or other environmental conditions;
• Accident, transportation neglect, misuse, errors, frauds of the Affiliates or its authorized persons or the agents or any third party;
• Any fault in any attachments or associated equipment that forms or does not form part of its online platform;
• Malfunctioning of its online platform and/or processes determining and accepting/rejecting obligations or any lapse/failure not attributed to ATS directly;
• Act of God, fire, flood, war, act of violence or any other violent occurrence or
• Any incidental, special or consequential damage without limitation of loss or profit.

Consideration -

The Sub-broker agrees that it shall pay to ATS, such sum as consideration in respect of the facility to be provided by ATS under this Agreement, as may be mutually agreed upon between the parties.

Notice -

Any notice to be given to any of the parties hereto shall be addressed at the address set out in the name clause of this Agreement. The parties undertake to inform the others of any change in such address from time to time. Any notice communicated either by registered post A.D, or send by e-mail (at the e-mail address of the person so nominated) or by fax as per the latest details provided by the addressee to the others shall be deemed to be good service and shall be deemed to have received by the addressee on the date of delivery.

Disputes -

All disputes, differences or questions, arising out of this Agreement including the Interpretation of the terms herein or in regard to the obligations, failure or breach of any terms thereof by any of the parties under this terms or of any matter whatsoever arising under or pursuant to this terms which have not been settled shall be referred to arbitration of a sole arbitrator, if the parties agree. Such arbitration shall be held and conducted in accordance with the provisions of the Arbitration and Conciliation Act. 1996 or any statutory modification or re-enactment thereof. The place of arbitration shall be Mumbai. This clause shall survive the termination of this Agreement.

In the event of any dispute between the Mutual Fund Intermediaries and the investors arising out of its online platform, ATS agrees to extend the necessary support for the speedy redressal of the disputes as they may deem fit including taking disciplinary action against the Affiliate.

Indemnification -

• The Partner hereby undertakes, covenants and agrees with AIPL, that it will at all times defend and indemnify AIPL, its directors, affiliates, officers, employees thereof and their respective successors and assigns, heirs, executors and administrators and each of their estates and effects, from and against:
  1. All actions, causes, suits, proceedings, accounts, claims and demands, including claims and demands in respect of any prospective or retrospective liability, or any loss, financial or otherwise, whatsoever or arising on account of the Partners, candidates or its executors, administrators, successors taking any action, error, mistake, loss of document or information, misrepresentation, missing applications or other documents or on account of applications or documents being incomplete in any way, etc whatsoever and/or resulting in the same, undertaking any, and against all damages, costs, charges, expenses, sums of money incurred in respect thereof or otherwise in relation to the aforesaid reasons.
  2. Any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses arising directly or indirectly from or in connection with Partner's acts or omissions with respect to this Agreement.
• AIPL shall not be liable for any delay caused in execution and/or rejection in respect of any Transaction or the subsequent receipt of such Transaction or account statement or delivery to a wrong person of any information, including but not limited to log-in information, account statements, Transaction confirmations, electronically or otherwise, which have been made through AIPL or by AIPL Portal, for any reason whatsoever.
• AIPL shall not be liable for any delay or non-payment of any proceeds on redemption or dividend payouts by the AMCs to the Clients of the Partners for any reason whatsoever.
• AIPL cannot be held responsible or liable for any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses, whether direct, indirect, incidental or consequential from such delays, non-executions, rejections, non-communication and/or miscommunication of information, non-payment of proceeds in regards to any Transaction or request for any Product and Service or otherwise made through AIPL for any reason whatsoever.
• If the foregoing limitation is held to be unenforceable, the maximum liability of AIPL and its service providers to the Partner shall not exceed the amount of fees actually paid by the Partner for the Products or Services which have been ordered or availed through the AIPL Portal.

Disclaimer -

• Any Product or Service licensed, offered or purchased through AIPL and/or AIPL Portal, is provided on an "AS IS" basis and without warranties of any kind, either expressed or implied, directly or indirectly, including, but not limited to warranties of title or non-infringement or warranties of merchantability and fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
• AIPL does not represent or warrant that the AIPL Portals, Services of AIPL offices and all other related support services will be uninterrupted, complete, accurate, authenticate, timely, updated, compatible, reliable, relevant or error-free. AIPL shall make appropriate efforts to ensure AIPL Portals and other services are free from defects, viruses, trojans, harmful components and that any defects will be corrected as deemed appropriate by AIPL. AIPL, however, does not warrant that all defects will be corrected in specific time or that the AIPL Portals or the servers are free from viruses, trojans or other harmful components.
• The Partner agrees that AIPL or AIPL's directors, officers, employees, agents, sponsors, consultants, associates, service providers, business partners or other representatives shall not be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other damages (including without limitation – loss of profits, loss or corruption of data, loss of goodwill, work stoppage, computer failure or malfunction, transaction failure, transaction delay, interruption of business, etc) under any contract, negligence, strict liability or other theory arising out of or relating in any way with the use of AIPL Portal or Products and Services or in reliance of the information available on AIPL Portal & related services.
• AIPL cannot be held liable for any Transaction or application related delay, rejection, mistake, loss of document, etc. caused for any reason whatsoever, submitted by the Partner of their Clients, directly or indirectly, to AIPL in any mode or manner.
• The Partner acknowledges that the availability of AIPL Portal, Products, Services and/or other online facilities are subject to interruption for reasons beyond AIPL's control and such interruptions may happen without any prior notice to the Partner at any point of time.
• If the foregoing limitations are held to be unenforceable, the maximum liability of AIPL and its service providers to the Partner shall not exceed the amount of fees paid by Partner for availing access to particular Products or Services through AIPL in any mode or manner.
• The Partner should make written suggestions to AIPL for rectification of any defects or shortcomings noticed in AIPL Portals and other Product or Services offered or made available him or his Client.
• AIPL represents that it has taken due care and caution in providing information on AIPL Portal and such information or references may be taken from external reliable sources as deemed appropriate by AIPL. However, AIPL does not make any guarantees or warranties whatsoever, expressed or implied, regarding the accuracy, adequacy, timeliness, completeness, reliability, functionality, fullness of any information, data, analysis, reports, etc., in any mode or manner. AIPL shall not be responsible for any errors or omissions or for the decisions and consequences thereof based on any information, data, analysis, reports, etc., made available by AIPL, in any mode or manner, to Partner or any other entity.
• Any information, data, market analysis, research reports, etc. made available by AIPL, in any mode, manner or format, shall not be construed as a representation on the legality, feasibility, fitness or validity of any security, Product or Service under applicable laws.
• AIPL may place on its AIPL Portal contents like advertisements, banners, reports, articles, audio /video files, literatures, including those of AIPL and third party Products and Services, including links to third party websites. However, AIPL does not validate or qualify or endorse such contents and is not responsible for any such content or information, claims, statements and for any decision taken thereof, for any reason whatsoever.
• The Partner understands and agrees that no joint venture, partnership, employment or agency relationship exists between the Partner on one hand and AIPL on the other as a result of this Agreement.
• AIPL offers Products and Services through PSCs and AIPL Portal, which are linked to the back-end infrastructure of AIPL. The Partner acknowledges and agrees that the PSC and/or AIPL Portal and the linked back-end infrastructure may be inaccessible and/or unavailable at times. In such an event AIPL will not be liable for any damage, liability, action, cause of action, suit, claim, demand, loss, cost, and expense arising directly or indirectly from or in connection with any such inaccessibility and/or unavailability.
• Execution of and performance under this Agreement by AIPL does not and shall not in any manner be treated as an advice under the IA Regulations.