Definitions:

• “Investment Advisor” or “Investment Adviser” means any person who for consideration, is engaged in the business of providing investment advice to clients or other persons or groups of persons and includes any person who holds out himself as an investment advisor/investment adviser, by whatever name called;
• “Client” means any individual, group of individuals, partnership, trust, or company, including, without limit, a fund for whom the advisor acts as an investment advisor.

2.Consent of the Client

The client hereby consents to the following:

• 2.1 I / We have read and understood the terms and conditions of investment advisory services provided by the investment advisor along with the fee structure and mechanism for charging and payment of fees.
• 2.2 Based on our written request to the investment advisor, an opportunity was provided by the investment advisor to ask questions and interact with the person(s) associated with the investment advice.
• 2.3 That my risk profiling is completed.
• 2.4 That I have understood and received the Most Important Terms and Conditions (‘MITC’) which are forming a part of this Agreement.
• 2.5 That I have understood and agree to the Declaration and Undertaking for Products/Services Not under the Purview of SEBI, annexed to this Agreement.

3.Declaration from the Investment Advisor

The investment advisor hereby declares the following:

• 3.1 Investment advisor shall neither render any investment advice nor charge any fee until the client has signed this agreement.
• 3.2 Investment advisor shall not manage funds and securities on behalf of the client, and it shall only receive such sums of money from the client as are necessary to discharge the client’s liability towards fees owed to the investment advisor.
• 3.3 Investment advisor 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.

6.Scope of Services

• 6.1 Defining the Financial Behaviour Score of the client.
• 6.2 Defining the important financial ratios of the client.
• 6.3 Aggregation of the client assets & liability under 1 View.
• 6.4 Providing the overall financial plan along with investment advisory on the various financial instruments.
• 6.5 The advisory services, along with any necessary assistance, will be rendered whenever the Client requests the Investment Advisor, the service will be subject to the applicable terms and conditions.
• 6.6 The client shall be provided with a risk profile based on the set of questions and other information required for providing the investment advisory.
• 6.7 The advisory, financial plan, financial behaviour score, and recommendation will be provided only to the client.
• 6.8 The client has sole discretion to decide whether to act on the advice of the investment advisor or not based on the client’s own independent assessment of the risk and reward of the investment. The investment advisor shall have no rights, power, responsibility, or obligation to ensure that the client acts upon the advice of the investment advisor.
• 6.9 The investment advisor shall use its best judgement and efforts in rendering the advice to the client under this agreement and in the performance of all its duties under this agreement.
• 6.10 The investment advisor, along with its promoter, director, or employee, will never execute any transaction on behalf of the client, nor will they represent the client in any way in any negotiation or transaction involving the purchase or sale of securities or any assets. The client will be solely responsible for the execution of the advice rendered by the investment advisor.
• 6.11 The services rendered by the investment advisor shall be subject to the activities permitted under the Securities and Exchange Board of India (investment advisors) Regulation, 2013.

7.Duties & Functions of the Investment Advisor

• 7.1 Investment advisor shall be in compliance with the SEBI (Investment Advisors) Regulations, 2013, and its amendments, rules, circulars, and notifications.
• 7.2 Investment advisor shall be in compliance with the eligibility criteria as specified under the IA Regulations at all times.
• 7.3 Investment advisor shall conduct an audit as per the SEBI (Investment Advisors) Regulations, 2013.
• 7.4 Investment advisor shall provide a report to the client on potential and current investments.
• 7.5 Investment advisor shall be responsible for the client's risk assessment procedure, including their risk capacity and risk aversion, before offering any recommendation or advice to the client.
• 7.6 Investment advisor 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 permitted under applicable laws and regulations governing investment advisors. The services rendered by the investment advisor are non-binding in nature, and the final decision on the type of instruments; the proportion of exposure, and the tenure of the investments shall be taken by the client at their sole discretion.
• 7.7 Investment advisor shall act in a fiduciary capacity as one of the advisors to the client with respect to managing its investment-related portfolio holistically. The investment advisor shall act in a bona fide manner for the benefit and interest of the client.
• 7.8 Investment advisor shall maintain records of client-wise KYC, advice, risk assessment, analysis reports of investment advice and suitability, terms and conditions documents, the rationale of advice, related books of accounts, and a register containing a list of clients along with dated investment advice in compliance with the SEBI (Investment Advisors) Regulations, 2013.
• 7.9 Investment advisor undertakes to abide by the Code of Conduct as specified in the Third Schedule of the SEBI (Investment Advisors) Regulations, 2013.

8.Investment Objectives and Guidelines

• 8.1 Investment advisor undertakes to recommend direct implementation of advice, i.e., through direct schemes/ direct codes, and other client specifications/restrictions on investments, if any.
• 8.2 The investment advisor shall recommend and advise the client based on the client's risk profile. The client can choose on their own any other investment product that is not recommended as per the client's risk profile.
• 8.3 The client shall take independent advice of its own from an independent tax advisor on the impact of taxation on the investment advice given by the investment advisor.

10.Validity of Advisory Services

• 10.1 The advisory service agreement will be valid from the date of signing this agreement.
• 10.2 The agreement will be automatically renewed subject to the client's payment of fees.
• 10.3 The client or the investment advisor can terminate this agreement by giving 30 days’ notice to the other party.

11.Amendments

• 11.1 With the mutual consent of both parties, the agreement can be amended, and after amendment, the amended clause shall form a part of this agreement and constitute a legal binding between the parties.

12.Termination

This agreement may be terminated under the following circumstances:

• 12.1 Voluntary termination: Except as provided in this agreement either party may terminate this agreement by giving 30 days prior written notice to another party without stating any specific reason for termination.
• 12.2
  Mandatory termination by client: client can mandatorily terminate this agreement without giving any notice to the investment advisor upon the occurrence of any of the following events:

  • i. Any breach of terms by the investment advisor.
  • ii. If the advisor is barred by any government authority or SEBI or by order of the court to not act as an investment advisor.
  • iii. If the investment advisor files for insolvency or becomes insolvent or enters into liquidation.
  • iv. If the investment advisor ceases to hold the statutory license required to provide the service of investment advisory.
• 12.3
  Mandatory termination by investment advisor: An investment advisor can terminate this agreement without giving any notice to the client upon the occurrence of any of the following events:

  • i. If the client commits a breach of any of the terms and conditions of this agreement.
  • ii. If the client becomes insolvent or files for insolvency or enters into a liquidation.
  • iii. If the client gets barred or restricted by any of the regulatory bodies, including SEBI.
• 12.4 In the event of the suspension of the registration certificate of the investment advisor by SEBI, the client may choose to terminate this agreement.
• 12.5 In the event the client chooses to delete the account/profile from the 1 Finance Mobile Application, the deletion of the account/profile will be treated as the client's closure of the agreement.

13 Implications of Amendments and Termination

• 13.1 Notwithstanding any such termination, all rights, liabilities, and obligations of the parties arising out of or in respect of transactions entered into prior to the termination of this 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;
• 13.2In case the clients are not satisfied with the services being provided by the investment advisor and wish to terminate/ stop investment advisory services, the client shall have a right to terminate the investment advisory relationship at any time, subject (adhering to termination clause of this agreement) to refund of the advisory fee after deducting one-quarter fee as breakage fee in case the termination is initiated by the clients.
• 13.3 In the event that the investment advisor transfers/sells/assigns its business to any other third party, the investment advisor will ensure that the client is provided the services by the new assignee / transferee on the same terms and conditions as stipulated in this agreement.
• 13.4 If the termination is due to suspension/cancellation of registration or due to any other action taken by another regulatory body/government authority, then the fees will be refunded on a pro-rata basis.
• 13.5 The investment advisor would provide transition support, if requested by the client and subsequently approved by management, to the client in the event of termination.

14.Relationship with Related Parties

• 14.1 Investment advisor will carry out its activities independently, at arm's-length, from all other activities performed by the investment advisor or by any of the investment advisor's group companies.
• 14.2 Investment advisor does not have any conflict of interest in the investment advisory activities with its relationship with related parties; such conflicts of interest shall be disclosed to the client as and when they arise.

15.Investment Advisor Engaged in Other Activities

• 15.1 The investment advisor hereby represents that it shall not provide to the client any commission-based distribution services for securities and investment products, either directly or through its group companies.
• 15.2 The investment advisor hereby confirms that it shall not provide investment advisory services for securities and investment products directly or through its group companies to the client who is availing of any commission-based distribution service.

19.Maintenance of Accounts and Confidentiality

• 19.1 Investment advisor shall be responsible for the maintenance of client accounts and data as mandated under the SEBI (Investment Advisors) Regulations, 2013.
• 19.2 Investment advisor shall not divulge any confidential information about its client that has come to its knowledge, without the client's prior permission, except where such disclosures are required to be made in compliance with any law for the time being in force.
• 19.3 The client agrees and acknowledges that, pursuant to this agreement or otherwise, the investment advisor may receive confidential information about the client.

21.Representations and Covenants

21.1

• i.Each party has the relevant power, capacity, and authority to execute, deliver, and perform this agreement and has taken the necessary action to authorise the execution and performance of this agreement.
• ii. Each party has required approvals, licenses, permissions, and clearances that are necessary for entering into this agreement.
• iii. The investment advisor represents the client, and the investment advisor has the requisite skills, knowledge, experience, infrastructure, and capabilities, along with the experienced and trained persons who have the required qualifications and skill set for performing the functions mentioned in this agreement.
• iv. The investment advisor represents that the advisor will not derive any direct or indirect benefit from the client’s securities or investment product.
• v. The investment advisor will not manage any funds or securities on behalf of the client under the investment advisory agreement.
• vi. The investment advisor represents that the advisor, principal officer, and person associated with investment advice shall maintain the requisite qualifications and certifications throughout the validity of this agreement.
• vii. The client represents that he has read and understood the agreement, fee structure, and modes of payment of fees, and he is aware of the risks associated with the nature of services and the transaction involved in this agreement.
• viii. The client represents that he/she will keep himself /herself aware of the policies, terms and conditions, regulations, guidelines, and other relevant information related to the investment advisor.

24.Settlement of Disputes and Provision for Arbitration

• 24.1 No suit, prosecution, or other legal proceeding shall lie against the investment advisor for any damage caused or likely to be caused by anything that is done in good faith or intended to be done under the provisions of the Securities and Exchange Board of India (Investment Advisors) Regulations, 2013.
• 24.2 Any grievance or complaint of the client will be redressed by the investment advisor in compliance with the provisions of the Securities and Exchange Board of India (Investment Advisors) Regulations, 2013.
• 24.3
  All disputes, differences, claims, and questions whatsoever arising from this agreement between the client and investment advisor 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 in Mumbai, and the language of arbitration will be English.

25.Adherence to Grievance Redressal Timelines

• 25.1 Investment advisor shall be responsible for resolving the grievances within the timelines specified under SEBI circulars issued from time to time.
• 25.2 The client understands and confirms to send all the complaints and queries in case of any grievance or complaint arising out of and in the course of this agreement, to the email address at grievance@1finance.co.in.

26.Indemnity

• 26.1 The client hereby agrees that he has understood the risks associated with investments and is fully conscious of the same. It is hereby agreed that investment advisor shall not be liable in respect of any loss resulting from such risks.
• 26.2 Investment advisor shall not be responsible for any loss or damage occasioned as a result of any factor whatsoever other than fraud or gross and willful negligence on its part. Without prejudice to the above, the client specifically agrees not to hold the investment advisor responsible for any loss or damage occasioned by adverse market conditions, force majeure circumstances, delays on the part of companies or other authorities, including government authorities, in registering the transfer of shares and securities, errors of judgement on the investment advisor’s part, or other factors beyond its control. Notwithstanding the generality of the foregoing, investment advisor shall not be liable if any or all of the securities and/or shares become illiquid due to force majeure circumstances, adverse market conditions, court statutory or regulatory injunctions, attachments, or other prohibitions affecting them, and/or other factors beyond their control.

27.Severability

• 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.

28.Force Majeure

• 28.1 The investment advisor 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.
• 28.2 The investment advisor shall not be liable in the event of equipment breakdowns beyond its control; the investment advisor shall take reasonable steps to minimise service interruptions but shall have no liability with respect thereto.

29.Miscellaneous

• 29.1 All payments made under this agreement will be made in INR.
• 29.2 No failure on the part of any party to exercise and no delay on its part in exercising any right or remedy under this agreement will operate as a waiver thereof, nor will any single or partial exercise of any right.
• 29.3 The advice or recommendations given to the client are intended to benefit the client-only, no other person shall be entitled to rely on such information.
• 29.4 Other than as specifically permitted under this agreement, the client shall not publish or broadcast advertisements, circulars, or other publicity material referring to the investment advisor without the prior written consent of the investment advisor.
• 29.5 Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof.

Most Important Terms and Conditions (MITC)[Forming part of the Investment Advisory Agreement]

• 1. The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client’s behalf.
• 2. The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.
• 3. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the IA.
• 4. Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to the client with SEBI for grievances related to such products/services or services of IA in respect of such products/services.
• 5. This agreement is for the investment advisory services provided by the IA and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent.
• 6. The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients).

  Note:
• i. The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client.
• ii. The IA may change the fee mode at any time with the client’s consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client.
• iii. The fee limits do not include statutory charges.
• iv. The fee limits apply only for investment advice related to securities under purview of SEBI.
• v. The fee limits do not apply to a non-individual client / accredited investor.