In any of the above events specified in Clause 3.7, the Client shall
immediately change his Password. However, if the Client is unable to change his
Password by reason of his having forgotten his Password or his Password having been
unauthorisedly changed by some other person or for any other reason then the Client
shall immediately request the Member in writing to discontinue his old Password;
and thereupon the Member shall cause the Member’s ITORS System to discontinue the
use of the Client’s old Password and the Member’s ITORS System shall generate a
new Password for the Client which shall be communicated to the Client. At no point
in time shall the Member be liable for any loss, whether notional or actual, that
may be suffered by the Client on account of the misuse of the Password.
The Client agrees and undertakes to immediately deposit with the Member such cash,
securities or other acceptable security, which the Member may require as margin.
The Client agrees that the Member shall be entitled to require the Client to deposit
with the Member a higher margin than that prescribed by the Exchange. The Member
shall also be entitled to require the Client to keep permanently with the Member
a margin of a value specified by the Member so long as the Client desires to avail
of the Member's ITORS Service.
6. CANCELLATION REQUESTS:
6.1. When the Client places a request to cancel an order, the cancellation
of that order is not guaranteed. The order will only be cancelled if the Client’s
request for cancellation is received and the order is successfully cancelled before
it is executed.
7. BROKERAGE, COMMISSIONS AND FEES:
6.2. The Client shall not be entitled to presume an order as having been
executed or canceled until a confirmation from the Member is received by the Client.
6.3. The Exchange may anull a trade suo-moto without giving a reason therefor.
In the event of such anullment, the Member shall be entitled to cancel the relative
contract(s) with the Client.
7.1. The Client agrees to pay the Member brokerage, commission, fees, service
tax and other taxes and transaction expenses as they exist from time to time and
as they apply to the Client’s account and transactions, and the services that he
receives from the Member.
7.2. A schedule of brokerage, fees and commissions, applicable service and
other taxes and other transaction expenses shall be provided by the Member to the
Client from time to time upon request by the Client.
Online confirmation will be available
to the Client upon execution or cancellation of an order placed by him through the
Member's ITORS System. This shall be followed by a confirmation, which may be sent
by postal mail, electronic mail or other electronic means. It is the responsibility
of the Client to review upon first receipt, whether delivered to him online, by
postal mail, by electronic mail, or other electronic means, all confirmations of
transactions or cancellations.
9. INVESTMENT ADVICE:
9.1. The Client acknowledges that the Member shall not be liable to provide
him with any legal, tax, investment or accounting advice or advice regarding the
suitability or profitability of a security or investment.
10. SUPPLEMENTAL TO MAIN MEMBER – CLIENT AGREEMENT:
9.2. The Client also acknowledges that the Member’s employees are not authorized
to give any such advice and that the Client will not solicit or rely upon any such
advice from the Member or any of its employees.
9.3. The Client also acknowledges that the Member’s employees are not authorized
to give any such advice and that the Client will not solicit or rely upon any such
advice from the Member or any of its employees.
9.4. The Client assumes full responsibility with respect to his investment
decisions and transactions.
9.5. The Member, its officers, directors, partners, employees, agents and
affiliates will have no liability with respect to any investment decisions or transactions
of the Client.
This Agreement is supplemental to, and does not supersede, the Main Member-Client
Agreement. Save and except as modified expressly or by implication by this Agreement
the Exchange Provisions or the terms of the Member's ITORS WebSite, the provisions
of the Main Member-Client Agreement shall apply mutatis mutandis to the extent applicable
to dealings between the Member and the Client pursuant to or otherwise relating
to the Member's ITORS Service.
11. REPRESENTATIONS AND WARRANTIES OF CLIENT:
The Client represents and warrants to the Member that:
12. REPRESENTATIONS AND WARRANTIES OF THE MEMBER:
11.1. All the information provided and statements made in the Client’s ITORS
Account Application are true and correct and are not misleading (whether by reason
of omission to state a material fact or otherwise) and the Client is aware that
the Member has agreed to provide the Member’s ITORS Service to the Client on the
basis, inter alia, of the statements made in the Client’s ITORS Account Application.
11.2. The Client is aware and acknowledges that trading over the internet
involves many uncertain factors and complex hardware, software, systems, communication
lines, peripherals, etc. which are susceptible to interruptions and dislocations;
and the Member’s ITORS Service may at any time be unavailable without further notice.
The Member and the Exchange do not make any representation or warranty that the
Member’s ITORS Service will be available to the Client at all times without any
interruption. The Client agrees that he shall not have any claim against the Exchange
or the Member on account of any suspension, interruption, non-availability or malfunctioning
of the Member’s ITORS System or Service or the Exchange’s service or systems for
any reason whatsoever.
11.3. The Client has the required legal capacity to, and is authorised to,
enter into this Agreement and is capable of performing his obligations and undertakings
11.4. All actions required to be taken to ensure compliance of all the transactions,
which the Client may enter into pursuant to this Agreement with all applicable laws,
shall be completed by the Client prior to such transaction being entered into.
11.5. The Client shall abide by the Exchange Provisions and the terms of
the Member’s ITORS WebSite in force from time to time.
11.6 Any instructions given by an authorised representative of the Client
to the Member (or to the Member’s representative) shall be binding on the Client.
The Member represents and warrants to the Client that :- The Member's ITORS System
has been approved by the Exchange. Where the ITORS system has not been approved
by the Exchange, the Member has applied/ proposes to apply to the Exchange to approve
the said ITORS System and the Member will commence the Member's ITORS Service only
after the Exchange has approved the Member's ITORS System.
13. MARKET DATA:
13.1. The Client understands that the Exchange asserts a proprietary interest
in all of the market data it furnishes, directly or through the Member or otherwise.
The Client understands that the Exchange does not guarantee the timeliness, sequence,
accuracy or completeness of market data or any other market information, or any
messages disseminated by it. Neither the Member nor the Exchange shall be liable
in any way for incorrect, misleading, incomplete or dated data or information and,
if the Client acts on the basis of the same, he shall do so at his own risk and
The Client shall not furnish market information provided by the Exchange
to any other person or entity for consideration or otherwise and in the event the
Client uses such information he shall do so at his own risk and cost.
15. Further Clauses for Internet Trading-as applicable to NSE:
Any notice or other communication to be given by any party to the other
in connection with this Agreement shall be in writing and shall be deemed duly served
if delivered personally or sent by facsimile transmission or by prepaid registered
post or by e-mail to the addressee at the address or (as the case may be), the e-mail
or facsimile number (if any), of that party set opposite its name below:
To the Member at :
Name of the person concerned : Compliance Officer
Shree Shakambhari Corporate Park,
Plt No:-156-158,Chakravarti Ashok Complex,
Near Cambridge School,
J.B. Nagar, Andheri (East), Mumbai-400 099
(Tel. +91-022-6707 9999 - Fax. +91-022-67079959)
E-mail : firstname.lastname@example.org
or at such other address, facsimile number or e-mail address as the party to be
served may have notified the other in accordance with the provisions of this Clause.
Notwithstanding anything stated above, communication relating to orders, margins,
maintenance calls and other similar matters in the ordinary course of dealings between
the Member and the Client may be communicated orally.
a. The provisions of this agreement shall always be subject to Government
notifications, any rules, regulations and guidelines issued by SEBI and Stock Exchange
rules, regulations and Bye-Laws that may be in force from time to time.
16. EXTRAORDINARY EVENTS:
b. In the event of death or insolvency of the Client or his otherwise becoming
incapable of receiving and paying for or delivering or transferring securities which
the Client has ordered to be bought or sold, Stock Broker may close out the transaction
of the Client and the Client or his legal representative shall be liable for any
losses, costs and be entitled to any surplus which may result therefrom.
c. The agreement entered into between the Stock Broker and the Client shall
stand terminated by mutual consent of the parties by giving at least one month written
notice. Such cancellation or termination shall not have any effect on transaction
executed before the date of such notice of termination and the parties shall enjoy
the same rights and shall have same obligations in respect of such transactions.
d. The instructions issued by an authorized representative of the Client
shall be binding on the Client in accordance with the letter authorizing the said
representative to deal on behalf of the Client.
e. The Client is aware that authentication technologies and strict security
measures are required for the internet trading through order routed system and undertakes
to ensure that the password of the Client and/or his authorized representative are
not revealed to any third party.
f. The Client agrees that the Stock Broker shall not be liable or responsible
for non-execution of the orders of the Client due to any link/system failure at
the Client/Stock Brokers/EXCHANGE end.
g. The Stock Exchange may cancel a trade suo-moto without giving any reason
thereof. In the event of such cancellation, Stock Broker shall be entitled to cancel
relative contract(s) with Client.
h. Online confirmation will be available to the Client upon execution or
cancellation of an order placed by him through the Stock Broker's ITORS System.
This shall be followed by a confirmation, which may be sent by postal mail, electronic
mail or other electronic means. It is the responsibility of the Client to review
upon first receipt, whether delivered to him online, by postal mail, by electronic
mail, or other electronic means, all confirmations of transactions or cancellations.
i. The Client is aware that the Stock Broker has provided on the web site
a facility for reconfirmation of orders, which are larger than that specified by
the Stock Broker's risk management, by the Stock Broker and is also aware that the
Stock Broker has the discretion to reject the execution of such orders based on
his risk perception.
j. The Client agrees that non-receipt of bounced mail notification by the
Stock Broker shall amount to delivery of contract note at the e-mail ID of the Client.
k. The Stock Broker and the Client are aware of the provision of Bye-Laws,
Rules and regulations of the Exchange relating to resolution of disputes/differences
through the mechanism of arbitration provided by the Exchange and agree to abide
by the said provisions.
l. All traders, transactions and contracts are subject to the Bye-Laws, Rules
and Regulations of the Exchange and shall be deemed to be and shall take effect
as wholly made, entered into and to be performed in the city of Mumbai and the parties
to such trade shall be deemed to have submitted to the jurisdiction of the Courts
in Mumbai for the purpose of giving effect to the provisions of the Rules and Regulations
of the Exchange.
The Member and/or its agents will not be liable for losses caused directly or indirectly
by government restriction, Exchange or market rulings, suspension of trading, computer,
communication, telephone or system failure, war, earthquakes, flood, accident, power
failure, equipment or software malfunction, strikes or any other conditions beyond
the Member's control.
17. AMENDMENT TO AGREEMENT:
The Client understands and agrees that the Member may discontinue his ITORS Service
in part or in its entirety and change the terms of the Service (including the terms
on the Member's ITORS Website) at any time and from time to time, without prior
18. TERMINATION OF AGREEMENT:
18.1. The Client agrees that the Member may at any time terminate this Agreement.
The Client is aware and accepts that in view of the nature of the transactions and
dealings involved in providing the Service it may not be possible for the Member
to give advance notice of such termination or suspension to the Client.
18.2. The Client may at any time terminate this Agreement by not less than
seven days notice to the Member, provided that unless the Member otherwise permits,
the Client shall not be entitled to terminate this Agreement so long as any amount
is payable or securities are deliverable by the Client to the Member.
18.3. The termination of this Agreement shall not affect any rights or obligations
of either party which have accrued prior to the termination or which may arise out
of or in connection with acts done or omitted prior to the termination.
18.4. The provisions of Clauses 14, 20 and 21 of this Agreement shall survive
the termination of this Agreement.
In the event of any provisions of this Agreement being held to be or becoming invalid,
unenforceable or illegal for any reason, this Agreement shall remain otherwise in
full force apart from the said provision which will be deemed deleted. The parties
shall however attempt to replace the deleted provision with a legally valid provision
that reflects the same purpose as the deleted provision to the greatest extent possible.
No forbearance, relaxation or inaction by any party at any time to require the performance
of any provision of this Agreement shall in any way affect, diminish, or prejudice
the right of such party to require the performance of that or any other provision
of this Agreement or be considered to be a waiver of any right, unless specifically
agreed in writing.
21. LAW AND JURISDICTION:
21.1. This Agreement shall be governed by and construed in all respects in
accordance with the laws of the Republic of India and, subject to the provisions
of Clause 21, the courts at Mumbai, India shall have jurisdiction over this Agreement
and the arbitration proceedings in relation to the Agreement.
22. DISPUTE RESOLUTION:
21.2. This Agreement and all contracts and transactions between the Member
and the Client pursuant hereto shall be subject to the Exchange Provisions, the
Rules, Bye-Laws, Regulations, and other provisions of its clearing house, if any,
the provisions of the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act of 1956 and the rules and regulations made there under
and as amended from time to time.
Any claim, dispute or difference arising between the Parties hereto in respect of
this Agreement or any contracts, dealings or transactions pursuant hereto or any
rights, obligations, terms or conditions as contained in this Agreement or the interpretation
or construction of this Agreement shall be subject to the grievance redressal procedure
of the Exchange and shall be subject to the arbitration procedure as prescribed
by the Exchange Provisions.