- General Provisions. This Agreement (“Agreement”) is made between Jamnadas Virji Advisory (“JVA”), a Research Analyst Firm registered with the SEBI with Reg. No. INH 000006697., and the client listed on the signature page of this Agreement (“Client”). The parties agree as follows:
- Appointment; Authority.
2.1 Upon full execution of this Agreement, Client appoints Jamnadas Virji Advisory as the Research provider of those assets designated to be held in the Client’s account (the “Account”) in accordance with the Client’s investment objectives described. Client grants Jamnadas Virji Advisory, limited discretionary authority to provide research to help the client make investment decisions regarding the Account. All transactions in the Account pursuant to Jamnadas Virji Advisory’s limited discretionary authority shall be solely for the benefit and risk of Client. Jamnadas Virji Advisory’s authority shall survive Client’s death, incapacity, dissolution, or insolvency until Jamnadas Virji Advisory’s receipt of written notice of that event.
2.2 Unless otherwise limited by Client, Jamnadas Virji Advisory’s discretionary authority shall include, but is not limited to, the power to purchase, sell, exchange, or otherwise dispose of any and all types of debt and equity securities, whether publicly or privately offered for sale, domestic or foreign, and bank deposit products. Except as otherwise limited in writing by Client, permissible investments shall include, without limitation, shares, units, and direct or indirect interests in stocks, bonds, corporate debt, warrants, commercial paper, certificates of deposit, municipal and government securities, securities and commodities options contracts, publicly-traded real estate investment trusts and master limited partnerships, securities or other types of fixed or intangible assets, mutual funds, index funds, exchange-traded funds, other similar equity-related index funds, cash sweep accounts, other liquid cash and cash-like vehicles and futures contracts. Jamnadas Virji Advisory’s discretionary authority will not be exercised to cause Client to purchase or sell any investment in which Jamnadas Virji Advisory or its advisory affiliates have any personal interest (other than fully-disclosed brokerage commissions) without prior notice to Client.
2.3 Client authorizes the custodian to follow Jamnadas Virji Advisory’s instructions to effect transactions, deliver securities, make transfers and payments, deduct fees and charges, and take other actions with respect to Client’s Account. Client agrees to provide Jamnadas Virji Advisory with a limited power of attorney as may be required by the broker-dealer, custodian or Third-Party Service Provider for the Account. Such third-party agreements and limited powers of attorney will remain subject to the limitations under this Agreement.
2.4 All assets under Jamnadas Virji Advisory’s management shall be held or distributed in Client’s name or as Client otherwise directs Jamnadas Virji Advisory and the custodian for the Account in writing. Jamnadas Virji Advisory shall not have custody or possession of Client’s cash, checks, securities, or other property, which is not permitted under applicable law. Jamnadas Virji Advisory’s services under this Agreement are limited to management of the Account and may include other services if opted for “Royal Services” product.
- Duties of Jamnadas Virji Advisory.
Jamnadas Virji Advisory shall assume all research duties and investment power, including investment authority, with respect to the Account. Jamnadas Virji Advisory , shall invest and reinvest Client’s principal and income, including the proceeds thereof and any additions to the Account in such securities or other property of any kind as it deems in the best interest of Client, provided that all investment decisions shall be consistent with the investment objectives of Client as determined in consultation with Jamnadas Virji Advisory, which may be amended or revised from time to time.
- Custodian and/or Brokerage Designations.
4.1 Client may designate one or more custodians to maintain and have possession of the assets in the Account. Jamnadas Virji Advisory shall not take or receive physical possession of Client’s assets. A custodian may be a broker-dealer, a mutual fund company, a bank, or trust company. Each custodian will send the Client a monthly or quarterly statement with all the transactions occurring in the Account during the reporting period. Client will be responsible for paying any custodial fees charged by a custodian. Jamnadas Virji Advisory shall have no liability with respect to custody arrangements or the acts, conduct, or omissions of the custodian. Jamnadas Virji Advisory shall only have the authority to direct purchases and sales. Client authorizes the designated custodian to send duplicate copies of all client statements to Jamnadas Virji Advisory and the Third-Party Service Provider, where applicable.
4.2 If Client directs Jamnadas Virji Advisory to place orders with a particular broker or dealer, Jamnadas Virji Advisory may be limited in its ability to aggregate trades with other Client accounts resulting in different net price and execution or from effectively negotiating brokerage commissions on behalf of Client. In these cases, Client will negotiate commission rates and acknowledges that such negotiated rates could exceed those Jamnadas Virji Advisory may be able to obtain directly.
4.3 Jamnadas Virji Advisory will make every effort to obtain the best execution possible for all transactions. Clients are also responsible for any potential brokerage and/or execution charges of the custodian or other broker-dealer. Brokerage fees and charges with respect to foreign securities may be higher than for domestic securities. If Client chooses a broker-dealer to act as the Account custodian, Client may or may not incur additional custodial charges. If Client chooses a separate custodian, Client will also pay custodial fees and charges for its Account.
- Fees.
5.1 Jamnadas Virji Advisory fees are billed in accordance with the fee schedule attached as Schedule A-1 to this Agreement. This fee shall be separately payable by the client through Cheque/DD/ online transaction only.
5.2 Jamnadas Virji Advisory may unilaterally amend its fees and billing arrangements from time to time. Any changes will only become effective after 30 days’ prior written notice, unless Client terminates this Agreement.
- Conflicts.
Client understands that Jamnadas Virji Advisory performs research services for various other clients. Jamnadas Virji Advisory agrees to act in a manner consistent with its fiduciary obligation to deal fairly with all clients when taking investment actions. Client acknowledges that Jamnadas Virji Advisory may give advice and take action in the performances of its duties with respect to any of its other clients that may differ from the timing or nature of action taken with respect to the account. Jamnadas Virji Advisory shall not be under any obligation to purchase or sell for the account any security that Jamnadas Virji Advisory, its officers, or employees may purchase or sell for its or their own accounts or purchases or sell or recommend for purchase or sale for the account of another client, if, in the sole discretion of Jamnadas Virji Advisory, such action is not practical or desirable for the account.
- Termination.
7.1 This Agreement may be terminated within the first five (5) business days after the date indicated above without cost or penalty. Thereafter, this Agreement may be terminated at any time, by either party, by giving seven (7) days prior written notice. Client may immediately give notice to terminate this Agreement after receipt of Jamnadas Virji Advisory’s notice of any proposed “assignment” of this Agreement. Termination of this Agreement shall not affect liabilities or obligations incurred or arising from transactions initiated under this Agreement prior to the termination date, such as the purchase of investments by Jamnadas Virji Advisory for the Account.
7.2 Upon notice of termination, Jamnadas Virji Advisory shall notify custodian to deliver all assets held pursuant to this Agreement, according to Client’s written instructions. Upon notification of a full or partial liquidation of the assets, Jamnadas Virji Advisory shall place the redemption order with the designated custodian if required. Client is responsible for any cost incurred in transferring assets from the Account to a different account.
7.3 If Jamnadas Virji Advisory receives written notice of the death, legal incapacity, dissolution or insolvency of a Client, Jamnadas Virji Advisory will instruct the custodian to liquidate the portion of Client’s Account managed by Jamnadas Virji Advisory and invest the assets in a money market account.
8.4 After the termination date, Jamnadas Virji Advisory shall have no further duties or obligations to Client under this Agreement. Termination of this Agreement shall not affect any liability resulting from sales or exchanges initiated prior to written notice of such revocation.
- Best Efforts.
Jamnadas Virji Advisory shall perform its obligations under this Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Client Understands, However, That All Investments Bear Risks Which Are Affected By Events And Circumstances Beyond Jamnadas Virji Advisory’s Control. Therefore, Jamnadas Virji Advisory Cannot Assure Or Guarantee That Its Advice Or Services Will Result In Achieving Client’s Investment Objectives Or That Significant Losses Of Principal Or Income Will Not Occur In The Account. Jamnadas Virji Advisory Is Not Responsible For Market Or Credit Risk, Or For Errors In The Exercise Of Its Judgment Made In Good Faith Based Upon Information Then Reasonably Available. Except As Otherwise Agreed By Jamnadas Virji Advisory In Writing, Jamnadas Virji Advisory Will Not Be Liable For Any Loss Caused By The Broker-dealer, custodian, or any other third-party providing services to client or the client’s account. This limitation shall not, however, be construed to deprive Client of any non waivable right, nor relieve Jamnadas Virji Advisory of any nonwaivable liability under any applicable Law in India.
- Confidential Information.
All information and advice furnished by Client or Jamnadas Virji Advisory to the other party shall be treated as confidential and used for no other purpose and shall not be disclosed to third parties without prior consent, except: (a) as required by applicable law, regulation, or court order, or as requested by any self-regulatory organization having jurisdiction over the relevant party; (b) otherwise required to perform or comply with this Agreement, subject to Jamnadas Virji Advisory’s Privacy Policy. Jamnadas Virji Advisory may provide information regarding Client and the Account to third parties who are required to perform services with respect to the Account under this Agreement. Jamnadas Virji Advisory may also provide information to other persons as reasonably necessary in performing its services under this Agreement for the Account, subject to Jamnadas Virji Advisory’s Privacy Policy.
- Applicable Law. This Agreement shall be governed by the Indian Contracts Act 1872 and the provisions of SEBI(Research Analysts) Regulations, 2014.
- No Modification. This Agreement constitutes the entire agreement between the parties. All prior oral and written agreements and understandings are hereby merged into this document. All recommendations, notices, and other communications shall be deemed effective on receipt of payment. This Agreement cannot be modified except in writing executed by Jamnadas Virji Advisory.
- Miscellaneous. 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. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
- Authorization to Receive Documents Electronically. Client agrees to receive electronic delivery of all documents from Jamnadas Virji Advisory. Jamnadas Virji Advisory reserves the right to send documents in paper to Client. Client can withdraw this consent at any time at no cost to the Client by sending notice in writing to Jamnadas Virji Advisory, or by sending an email to client@jamnadasvirji.com. Client may request a paper copy of any document delivered electronically at cost of delivery by contacting Jamnadas Virji Advisory. Client agrees to notify Jamnadas Virji Advisory immediately if client changes communication details such as email address, mobile number etc. If Jamnadas Virji Advisory is repeatedly unable to deliver any document(s) electronically to the specific communications provided, Jamnadas Virji Advisory reserves the right to terminate this electronic delivery of documents service and deliver the documents via post or courier.
Hereby, Client and Jamnadas Virji Advisory have agreed and executed this Agreement on monetary transaction of services provided by Jamnadas Virji Advisory.