Terms of Service

Investors Services Agreement

I have applied for an Investment Account after understanding the nature and scope of services provided by Mobikwik Investment Adviser Private Limited (Formerly Harvest Fintech Private Limited), a Securities and Exchange Board of India ("SEBI") registered Investment Adviser (INA000004773). I have read the Terms of Service and I agree and confirm that:

1. APPOINTMENT OF THE INVESTMENT ADVISER:

   1. In accordance with the applicable laws, client hereby appoints, entirely at his / her / its risk, the Investment Adviser to provide the required services in accordance with the terms and conditions of the agreement as mandated under Regulation19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

2. CONSENT OF THE CLIENT

   1. The Client hereby expressly and unequivocally consents that he/she/it has read and understood the terms and conditions of this Agreement and the Investment Advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee.

   2. Based the Client’s written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to the Client to ask questions and interact with person(s) associated with the investment advice, i.e., any member, partner, officer, director or employee or any sales staff of the Investment Adviser including any person occupying a similar status or performing a similar function irrespective of the nature of association thereof.

3. DECLARATIONS, COVENANTS AND REPRESENTATIONS OF THE INVESTMENT ADVISER

   1. Investment Adviser shall neither render any investment advice nor charge any fee until the Client has executed this Agreement.

   2. Investment Adviser shall not manage funds and securities on behalf of the Client and it shall only receive such sums of monies from the Client as are necessary to discharge the Client’s liability towards fees owed to the Investment Adviser.

   3. Investment Adviser shall not, in the course of performing its services to the Client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the Client that the investment advice is risk-free and/or not susceptible to market risks and/or that it can generate returns with any level of assurance.

   4. The Investment Adviser carries on its activities as an investment adviser independently, at arm’s length basis with its related parties.

   5. The Investment Adviser shall not seek any power of attorney or authorizations from the Client for implementation of investment advice.

   6. The Investment Adviser shall obtain all consents and permissions from the Client prior to undertaking any actions in relation to the securities or investment product advised by the Investment Adviser.

   7. The Investment Adviser shall disclose all conflicts of interest as and when they arise and not derive any direct or indirect benefit out of the Client’s securities/investment products.

   8. The Investment Adviser represents that it shall not provide any distribution services, for securities and investment products, either directly or through their group to the Client.

   9. Investment Adviser represents that it is registered with SEBI under the SEBI (Investment Advisers) Regulations, 2013 (“IA Regulations”) as an investment adviser with registration no. INA000004773. The Investment Adviser has and shall maintain a valid certificate of registration as an investment adviser and other applicable approvals, registrations and consents throughout the validity of investment advisory services.

   10. The Investment Adviser represents that its principal officer and the persons associated with the investment advice are and shall be adequately qualified in accordance with regulation 7 of the SEBI (Investment Advisers) Regulations, 2013.

4. FEES SPECIFIED UNDER INVESTMENT ADVISER REGULATIONS AND RELEVANT CIRCULARS ISSUED THEREUNDER

   1. Regulation 15 A of the amended IA Regulations provide that Investment Advisers shall be entitled to charge fees from a Client in the manner as specified by SEBI, accordingly Investment Advisers shall charge fees from the Clients in either of the two modes:

      (A) Assets under Advice (AUA) mode

      1. The maximum fees that may be charged under this mode shall not exceed 2.5 percent of AUA per annum per Client across all services offered by the Investment Adviser.

      2. Investment Adviser shall be required to demonstrate AUA with supporting documents like demat statements, unit statements etc. of the Client.

      3. Any portion of AUA held by the Client under any pre-existing distribution arrangement with any entity shall be deducted from AUA for the purpose of charging fee by the Investment Adviser.

      (B) Fixed fee mode

      The maximum fees that may be charged under this mode shall not exceed INR 1,25,000 per annum per Client across all services offered by the Investment Adviser.

   2. General conditions under both modes

      1. In case “family of client” is reckoned as a single client, the fee as referred above shall be charged per “family of client”.

      2. Investment Adviser shall charge fees from the Client under any one mode i.e. 4.1 (A) or (B) on an annual basis. The change of mode shall be effected only after 12 months of on boarding/last change of mode.

      3. If agreed by the Client, the Investment Adviser may charge fees in advance. However, such advance shall not exceed fees for two quarters.

      4. In the event of pre-mature termination of the Investment Adviser services in terms of this Agreement, the Client shall be refunded the fees for unexpired period. However, the Investment Adviser may retain a maximum breakage fee of not greater than one quarter fee.

5. FEES APPLICABLE TO THE CLIENT AND BILLING

   1. The Investment Advisory services rendered by the Investment Adviser is not chargeable as per the company’s policy. If there is change in the policy, the same would be communicated to the Client and would be implemented after a consent is received from the Client for the same.

6. SCOPE OF SERVICE

   1. Investment Adviser may provide some or all of the following advisory services to the Client:

      1. Investment Advisory services including but not limited to mutual fund recommendations.

      2. Execution services where Investment Adviser will transmit Client funds and instructions to the Asset Management Companies ("AMC"), if decided upon by the Client.

      3. Record-keeping services where Investment Adviser will maintain a record of the Client’s personal information and transactions.

      Provided in all such cases that the actual investment shall be undertaken by the Client and the Client shall have the sole discretion to decide on whether to act upon the advice tendered by the Investment Adviser, and the Investment Adviser shall have no power, authority, responsibility or obligation to ensure or cause the Client to act upon the advice tendered by the Investment Adviser pursuant to this Agreement.

7. DUTIES & FUNCTIONS OF THE INVESTMENT ADVISER

   1. Investment Adviser shall provide Investment Advisory Services to the Client during the term of this Agreement on investment in all financial/investment products under all regulated authorities as is permitted under applicable laws and regulations governing Investment Adviser & the financial industry. The services rendered by the Investment Adviser are non-binding non-recourse advisory in nature and the final decision on the type of instruments; the proportion of exposure and tenure of the investments shall be taken by the Client at its discretion.

   2. Investment Adviser shall act in a fiduciary capacity as one of the advisors to the Client with respect to managing its investment-related portfolio holistically & will be providing all back end supporting services. Investment Adviser shall act in a bonafide manner for the benefit and in the interest of the Client.

   3. Investment Adviser shall be in compliance with the IA Regulations and its amendments, rules, circulars and notifications.

   4. Investment Adviser shall be in compliance with the eligibility criteria as specified under the IA Regulations at all times.

   5. Pursuant to the IA Regulations guidelines with respect to risk profiling and suitability assessment, Investment Adviser shall conduct proper risk profiling and risk assessment for each of the clients. As per risk analysis, risk capacity, risk aversion & client requirement, the Investment Adviser shall ensure that correct product/service as per client risk tolerance capacity is being offered, which is suitable for client.

   6. Investment Adviser shall provide reports to clients on potential and current investments if requested.

   7. Investment Adviser shall maintain client-wise KYC, advice, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, rationale of advice, related books of accounts and a register containing list of clients along with dated investment advice in compliance with the IA Regulations.

   8. Investment Adviser shall get annual compliance audit conducted as per IA Regulations.

   9. Investment Adviser undertakes to abide by the Code of Conduct as specified in the Third Schedule of the SEBI (Investment Advisers) Regulations, 2013. Investment Adviser shall not receive any consideration in any form, if the client desires to avail the services of intermediary recommended by Investment Advisor.

8. INVESTMENT OBJECTIVE AND GUIDELINES

   1. Investment Adviser would provide investment advice with respect to investment in equity, mutual funds, insurance, commodities and other financial assets, as needed.

   2. Investment Adviser undertakes to recommend direct implementation of advice i.e. through direct schemes/ direct codes, and other client specifications / restrictions on investments, if any.

   3. Investment Adviser shall provide investment advice based on the risk profiling conducted for the Client, total budgeted investment amount of the client and time period for deployment as informed by the Client.

   4. Investment Adviser shall communicate the tax related aspects pertaining to investment advice and as applicable on the Investment Adviser’s fee, if any.

9. RISK FACTORS

   1. Investments in securities are subject to market risks and there is no assurance or guarantee that the objective of the investments will be achieved.

   2. Past performance of the Investment Adviser or any advice rendered does not indicate its future performance. The Client is not being offered any guaranteed or indicative returns through services provided as per this Agreement.

   3. The performance of the investments/products may be affected by changes in Government policies, general levels of interest rates and risks associated with trading volumes, liquidity and settlement systems in equity and debt markets and factors outside the control of the Investment Adviser.

   4. Investments in the products which the Clients have opted are subject to wide range of risks which inter alia also include but not limited to economic slowdown, volatility & illiquidity of the stocks, poor corporate performance, economic policies, changes of Government and its policies, acts of God, acts of war, civil disturbance, sovereign action and /or such other acts/ circumstance beyond the control of Investment Adviser or any of its associates.

   5. The names of the products/nature of investments do not in any manner indicate their prospects or returns. The performance in the equity may be adversely affected by the performance of individual companies, changes in the market place and industry specific and macro-economic factors.

   6. Investments in debt instruments and other fixed income securities are subject to default risk, liquidity risk and interest rate risk. Interest rate risk results from changes in demand and supply for money and other macroeconomic factors and creates price changes in the value of the debt instruments.

   7. Investments in niche sectors contain the risk of volatility, high valuation, obsolescence and low liquidity.

10. VALIDITY OF ADVISORY SERVICES

    1. The validity of this Agreement starts from the date of signing and will continue to be in force till any of the Parties voluntarily terminate it by giving 1 months’ prior written notice or as per other provisions of clause 12.1 below.

11. AMENDMENTS

    1. The Investment Adviser and the Client shall be entitled to make amendments to this Agreement after mutual agreement. This Agreement may be amended or revised only by a written instrument executed by the Client and by Investment Advisor.

12. TERMINATION

    1. This Agreement may be terminated under the following circumstances, namely-

       (a) Voluntary / mandatory termination by the Investment Adviser.

       (b) Voluntary / mandatory termination by the Client.

       (c) Suspension/cancellation of registration of Investment Adviser by SEBI.

       (d) Any other action taken by other regulatory body/ Government authority.

    2. In case of suspension of the certificate of registration of the Investment Adviser, the Client may terminate this Agreement.

13. IMPLICATIONS OF AMENDMENTS AND TERMINATION

    1. Notwithstanding any such termination of this Agreement, all rights, liabilities and obligations of the Parties arising out of or in respect of transactions or investments in progress entered into prior to the termination of this relationship shall continue to subsist and vest in/be binding on the respective Parties or his/its respective heirs, executors, administrators, legal representatives or successors, as the case may be.

    2. In case the Client is not satisfied with the services being provided by the Investment Adviser and wants to terminate/ stop investment advisory services or the Investment Adviser is unable to provide investment advisory services, either Party shall have a right to terminate investment advisory relationship at any time.

    3. The Investment Adviser would provide transition support, if requested, to the Client in the event of termination.

14. NO CONFLICT OF INTEREST

    1. Investment Adviser does not have any conflict of interest of the investment advisory activities, such conflict of interest shall be disclosed to the Client as and when they arise.

    2. Investment adviser shall not derive any direct or indirect benefit out of the Client’s securities/investment products.

15. MAINTENANCE OF ACCOUNTS AND CONFIDENTIALITY

    1. Investment Adviser shall be responsible for maintenance of client accounts and data as mandated under the IA Regulations.

    2. Investment Adviser shall not divulge any confidential information about its Client, which has come to its knowledge, without taking prior permission of its Client, except where such disclosures are required to be made in compliance with any law for the time being in force.

16. LIABILITY OF INVESTMENT ADVISER

    1. Investment Adviser shall not incur any liability by reason of any loss, which a Client may suffer by reason of:

       (i) any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions;

       (ii) any act that is not an obligation of Investment Adviser in this Agreement and the Terms of Service;

       (iii) Any loss, notional or otherwise, and variances in values incurred on account of:

       1. delays and processing time at the Bank, Registrar & Transfer Agency or AMC;

       2. rejection of my instructions by the Bank, Registrar and Transfer Agency or AMC;

       3. processing of instructions authenticated by my login credentials;

       4. non-availability or non-accessibility of the website, telephone(s), or office(s) of Investment adviser in case of circumstances beyond Investment Adviser’s control;

       (iv) any acts done in good faith by the Investment Adviser or in accordance with applicable laws.

    2. 1. Notwithstanding anything contained in this Agreement, the aggregate liability of the Investment Adviser shall not, in any circumstance whatsoever, whether arising out of or in connection with this Agreement or otherwise exceed the fee paid by the Client to the Investment Adviser. Further, the Investment Adviser shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any loss of profit or loss of contract, loss of opportunity or loss of revenue, whether foreseeable or otherwise.

17. CLIENT’S REPRESENTATIONS

    1. Client’s Investment Account will be activated after Investment Adviser verifies Client’s personal information in accordance with SEBI's Know Your Client ("KYC") guidelines. Client will not disclose any false/misleading information or suppress any material facts relating to my account. Client shall be responsible for informing Investment Adviser in case of any change in KYC information.

    2. The Investment Adviser's Department of investment advisory is the provider of investment advice and recommendations at money.mobikwik.com; all Execution and Reporting Services are provided by the same department.

    3. Investment Adviser will consider any instructions authenticated by Client’s login credentials to have originated from the Client.

    4. As far as possible, Client’s instructions will be processed the same business day if received before the cut-off time(s) specified by Investment Adviser. Authorised and complete transactions shall be processed at the applicable Net Asset Value ("NAV") as may be accepted by the respective AMCs. In case of all mutual fund purchases equal to or above Rs 200,000 (other than liquid schemes), the NAV applicable will be the closing NAV of the day on which the funds are available for utilization. However, for purchases below Rs 200,000 made before the cut-off time, the same-day NAV will be applicable. AMCs are not obliged to accept Client’s application for subscription to units of their mutual fund schemes in part or in full.

    5. For NACH/ECS/Direct Debit purchases, transaction instructions will be sent to the AMC upon successful confirmation of money transfer to the AMC's account, which may result in a lag between the date of debit to Client’s bank and the date Investment Adviser submits Client’s request to the AMC.

    6. In the case of joint accounts, mutual fund folios maintained by the AMCs will be held in "any or survivor" mode.

    7. Client shall have the right to transact directly with the AMCs in respect of investments made through Investment Adviser. The signature available in client’s KYC records will be used for verification of any instructions submitted offline (with wet signatures), and further authentication checks and validation may be performed by the AMC if necessary.

    8. Client consents to the Investment Adviser, the AMCs and/or Registrar and Transfer Agents (RTAs) for sharing/exchanging between themselves information related to Client’s KYC and all other details procured from KRA as well as transactions data feed/portfolio holdings/NAV etc. in respect of Client’s investments under Direct Plans of all Schemes ("reverse feeds").

    9. Investment Adviser may share information in/related to Client’s account with third parties (such as authorized agents, vendors and partners) for purposes including but not limited to servicing, transaction processing and/or data analysis or marketing, subject to and protected by confidentiality agreements between Investment Adviser and these third parties.

    10. Investment Adviser may disclose Client’s account and transaction information as required to comply with legal and regulatory requirements under any law. In case Client violates this Agreement, or any applicable laws, Investment Adviser may unilaterally suspend or terminate Client’s account and services.

    11. The Client acknowledges and understands that Investment Adviser does not practice law or accounting in providing advice to the Client and that none of the advise tendered to the Client shall be construed as legal or accounting advice.

    12. The Client acknowledges and accepts that any recommendation or advice provided by the Investment Adviser will be in accordance with investment objectives conveyed by the Client to the Investment Advisor.

    13. The Client understands that investments carry differing levels of risks which may result in loss of value and that past performance of investments recommended by the Investment Adviser should not be construed as an indication of future results. The Client also understands that the Investment Adviser's advice may differ from client to client based on the individual time horizon, risk tolerance, financial situation of each client and other subjective criteria of each of the clients.

    14. The Client represents that the Client shall not assign, convey or otherwise transfer any of its rights, obligations, or interest herein without the prior written consent of Investment Adviser, save and except as permitted under applicable laws.

    15. Whenever the Client receives any communication (including investment advice) pursuant to this Agreement from the Investment Adviser, the Client agrees to inform the Investment Adviser of any mistakes or omission or disagreements within 5 days from the date of receipt of the relevant information/documents, upon expiry of which it shall be deemed that the Client forfeits its right to dispute the accuracy, completeness, etc. thereof. Nothing in this clause shall prevent the Investment Adviser from unilaterally amending any such statement for any inaccuracy it detects.

    16. The Client represents that the advice received under this Agreement shall be kept confidential and any advice and recommendations given to the Client are intended strictly for the Client’s benefit, and no other persons shall be entitled to rely on such information.

18. DEATH OR DISABILITY OF CLIENT:

    1. The death or incapacity of the Client shall not terminate the authority of Investment Adviser granted herein until Investment Adviser receives actual notice of such death or incapacity. Upon such notice, Client’s executor, guardian, successor, nominee, attorney-in-fact or other authorized representative must engage Investment Adviser in order to continue to service Client’s accounts.

19. SETTLEMENT OF DISPUTES AND PROVISION FOR ARBITRATION

    1. No suit, prosecution or other legal proceeding shall lie against the Investment adviser for any damage caused or likely to be caused by anything which is done in good faith or intended to be done under the provisions of the IA Regulations.

    2. This Agreement is subject to the rules and regulations as are or may be framed/ issued by the Central Government, the Reserve Bank of India (RBI), SEBI and/or any other competent authority, from time to time.

    3. All disputes, differences, claims and questions whatsoever arising from this Agreement between the Client and Investment Adviser and/or their respective representatives touching these presents shall be in accordance with and subject to the provisions of The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. Such Arbitration proceedings shall be held at New Delhi by a sole arbitrator appointed by Investment Adviser and the language of Arbitration will be English.

20. ADHERENCE TO GRIEVANCE REDRESSAL TIMELINES

    1. Investment Adviser shall be responsible to resolve the grievances within the timelines specified under SEBI circulars.

21. SEVERABILITY

    1. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and apply and be in force as if such provisions do not form part of the Agreement.

22. FORCE MAJEURE

    1. The Investment Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply.

    2. In the event of equipment breakdowns beyond its control, the Investment Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

23. GOVERNING LAWS

    1. This Agreement and the Terms of Service will be governed by the laws of India and the courts at New Delhi shall have exclusive jurisdiction.

24. MISCELLANEOUS

    1. Each Party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof