THIS AGREEMENT (hereinafter referred to as “this Agreement”) is entered on this the ________ day of ________ 20__ by and between: GUINESS SECURITIES LIMITED, a company incorporated under the Companies Act,1956, having its registered office at 103, 'Sagarika Appartment', 1st Floor, Juhu Tara Road, Vile Parle (west), Mumbai - 400 049, and (hereinafter referred to as “the Member”, which expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and include its successors and assigns) of the One Part;

AND

The Client described in the schedule to this Agreement (hereinafter referred to as “the Client”, which expression shall, unless repugnant to the meaning or context thereof, be deemed to mean and include (if the Client is an individual) his heirs, executors, administrators, legal representatives and permitted assigns, (if the Client is a partnership firm), the partners for the time being of the said firm, the survivors or survivor of them and their respective heirs, executors, administrators, legal representatives and permitted assigns, (if the Client is a company or other body corporate) its successors and permitted assigns) of the Other Part.

WHEREAS:

• (i) The Member is a member of The National Stock Exchange of India Limited, Mumbai (hereinafter referred to as “the Exchange”),and is registered as a stock broker with the Securities and Exchange Board of India (hereinafter referred to as “SEBI”) under certificate of registration Number INB231146037

• (ii) The Client is desirous of investing / trading in those Securities admitted for dealing on the Exchange as defined and permitted by the Rules, Bye-Laws and Regulations of the Exchanges;

• (iii) The Member offers and/or proposes to offer the Member’s Services to its clients; and the Client desires to avail of the Member’s Services for purchasing, selling or otherwise dealing in Securities;

• (iv) The Client has satisfied itself of the capability of the Member to deal in Securities and wishes to execute its orders through the Member, and the Client shall continue to satisfy itself of such capability of the Member to deal in Securities before executing orders through it;

• (v) The Member has, on the basis of information furnished by the Client and other information (if any), considered relevant by the Member, satisfied itself, and shall continuously be entitled to satisfy itself, about the genuineness and financial soundness of the Client and investment objectives relevant to the Services to be provided;

• (vi) The Member has taken steps and shall take steps to make the Client aware of the precise nature of the Member’s liability for business to be conducted, including any limitation on that liability and the capacity in which it acts;

• (vii) The Member and the Client desire to enter into this Agreement in order to record the agreement between them relating to the Member’s Service to be availed of by the Client.
  

THE PARTIES HERETO AGREE AS UNDER:

1. DEFINITIONS & INTERPRETATION:
In this Agreement, unless repugnant to the context or meaning thereof, (i) words and expressions defined in Annexure - I shall have the meaning assigned thereto in Annexure - I; and (ii) The principles of interpretation set out in Annexure - I shall apply to this Agreement.

2. AGREEMENT TO PROVIDE AND AVAIL OF THE MEMBER’S SERVICE:
2.1 On and subject to the terms and conditions of this Agreement, the Exchange Provisions, the terms of the Member’s Web Site and the terms of the contract/ contract note to be issued by the Member to the Client:

(i) The Member agrees to provide the Member’s Service to the Client, and (ii) The Client agrees to avail of the Member’s Service.

2.2 Based on the Account Application submitted by the Client, the Member may open a Client Account in the name of the Client. This Agreement shall become effective only upon the Member opening such Client Account. The Client is aware and agrees that the mere execution and/or acceptance of this Agreement by the Member does not oblige the Member to open a Client Account.
2.3 The Client confirms that he has read and understood, and agrees that he shall from time to time regularly continue to read and understand, the Exchange
Provisions and the terms and conditions on the Member’s Web Site.
2.4 The Client is aware of and agrees that in the course of transacting on the Exchanges the Member will be acting as an agent of the Client, unless otherwise
disclosed by the Member to the Client.
2.5 The Client hereby authorises the Member to take all such steps on the Client’s behalf as may be required or advisable in the Member’s opinion for compliance with the Exchange Provisions or any other law or provisions or to complete or settle any transactions entered into through or with the Member or executed by the Member on behalf of the Client. However, nothing herein shall oblige the Member to take such steps.
2.6 Notwithstanding anything stated elsewhere in this Agreement, the Member may at any time in its sole discretion, prohibit or restrict the Client’s access to the use of the Member’s Web Site or Services and the Client’s ability to trade, without any prior notice and without assigning any reasons whatsoever.
2.7 The Member and the Client shall be bound by the Provisions of the Exchange on which the concerned transaction is effected.

3. USER NAME AND PASSWORD :
3.1 The Client will be entitled to a User Name, Password or other identification or security code (by whatever name called) which will enable him to access the Member’s System or Service through the Member’s Web Site, over the telephone or in such other manner as may be permitted by the Member for availing of the Service.

3.2 The Client is aware that the Member’s System itself randomly generates the Initial Password, encrypts and passes on the Password to the Client, and that the Member is not aware of the same. The Client agrees and undertakes to immediately change his Initial Password upon receipt thereof. The Client is aware that subsequent Passwords also are not known or available to the Member.

3.3 The Client acknowledges that he is fully aware of and understands the risks associated with availing of a service for routing orders over the internet or the telephone including the risk of misuse and unauthorised use of his Username, Password by a third party and the risk of a person hacking into the Client’s account on the Member’s System and unauthorisedly routing orders on behalf of the Client through the System. The Client accepts full responsibility for the monitoring and safeguarding of the Client’s Accounts and agrees that he shall be fully liable and responsible for any and all unauthorised use and misuse of his Password, Username, and also for any and all acts done by any person through the Member’s System on the Client’s Username in any manner whatsoever. The Client is aware that the Member is agreeable to offer the facility of transmitting orders and instructions over the internet and telephone only if the Member is not required to bear, and only if the Client agrees to bear, the risk, responsibility and liability of such of such misuse or unauthorised use. The Client is also aware that he has the option of not availing such facility/service. However, being fully aware of all risks, the Client desires the convenience of such facility of transmitting orders and instructions over the internet and telephone and has therefore opted for such facility of his own free choice and is willing and agreeable to bear all associated risks, responsibility and liability.

3.4 The Client shall be responsible for keeping the Username and Password confidential and secure and shall be solely responsible for all orders entered and transactions done by any person whosoever through the Member’s System using the Client’s Username, and Password whether or not such person was authorised to do so. The Client shall ensure that he is the only authorised user of the Username, Password. The Member shall be entitled to presume that any order or instructions entered or communicated using the Client’s Username, Password is the Client’s own order or instruction that of the Client’s duly authorised representative. The Client will be fully responsible and liable for, and will pay or reimburse to the Member on demand all costs, charges, damages and expenses incurred by the Member as a consequence of access and/or use of the Client’s Account, Member’s System or Service by any third party using the Client’s Username, Password.

3.5 The Client shall immediately inform the Member of any unauthorised use of the Client’s Username, Password with full details of such unauthorised use including the date of such unauthorised use, the manner in which it was unauthorisely used, the transactions effected pursuant to such unauthorised use, etc. Notwithstanding the aforesaid, the Client shall be responsible and liable for such unauthorised use.

3.6 The Client shall log off from the GUINESSONLINE.NET Service at any time the Client is not accessing or using the GUINESSONLINE.NET Service and any liability incurred to the Client as a consequence of the Client not logging off the Service shall be borne solely by the Client.

3.7 Without prejudice to the provisions of the aforesaid clause, the Client shall immediately notify the Member in writing with full details if : (i) he discovers or suspects unauthorised access through his Username, Password, (ii) he notices discrepancies that might be attributable to unauthorised access, (iii) he forgets his password, (iv)he discovers a security flaw in the Member’s System, or (v) he does not, on the same day as the receipt or execution of an order by the Member; receive a message from the Member indicating that the order has been received or executed; he does not receive a confirmation of an execution; or receives confirmation of an order and / or execution which he did not place; or receives inaccurate information in Client’s Account balances, Securities positions or transaction history.

3.8 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 System to discontinue the use of the Client’s old Password and the Member’s 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 and the Client shall be liable and responsible for the same.

3.9 The Client agrees that orders, instructions and other communications given or made over the telephone, may be recorded by the Member. The Client also agrees that such recording and the Member’s records of any orders, instructions and communications given or made by the Client or the Member by electronic mail, fax or other electronic means shall be admissible as evidence and shall be final and binding evidence of the same.
3.10 The Client agrees to provide information relating to Customer User Identification and such other information as may be required while placing orders on the telephone to determine the identity of the Client.

3.11 The use and storage of any information including, without limitation, the Password, portfolio information, transaction activity, account balances and any other information or orders on the Client’s personal computer is at the Client’s own risk and is the Client’s sole responsibility.

4. ORDER ROUTING AND EXECUTION :
4.1 The Client shall transmit his orders to the Member only in the following manner:
(i) through the internet over the Member’s Web-Site;
(ii) over the telephone or
(iii) in such other manner (if any) as the Member may permit (including through branches that the Member may specify for this purpose).

4.2 As a precondition for execution of a purchase order, the Member may in its sole discretion:
(i) Require the Client to maintain, at the time of order placement by the Client, an Available Funds Balance in the Client’s account with the Member for the full value of the order plus any Brokerage, service tax, transaction charges, associated costs and such mark-up as the Member may determine;
and/or
(ii) Require the amount of margin prescribed by the Member to be available in the Client’s margin account, if any, with the Member;
4.3 As a precondition for execution of a sale order, the Member may in its sole discretion:
(i) Require the Client, at the time of order placement by the Client to maintain an Available Stock Balance in the Member’s own depository account, and also maintain funds required for margin, if any, determined by the Member in the Client’s account with the Member; and/or
(ii) Require the amount of cash margin prescribed by the Member to be available in the Client’s margin account, if, any, with the Member.

4.4 The Member shall be entitled to offset the purchase price of a purchase order/transaction against the proceeds of a sale transaction executed by the Client through the Member, and vice versa.

4.5 Unless the Member otherwise determines, all orders for purchase, sale or other dealings in Securities and other instructions routed through the Member’s System via the Client’s Username shall be deemed to have been given by the Client.

4.6 The Client understands that placing an order with the Member, including a market order, does not guarantee execution of the order.

4.7 The Member shall not be deemed to have received an order unless and until it has actually received the order in the order-receiving module of the Member’s System. The Client shall not be entitled to presume that any order transmitted by the Client has been received by the Member until the Member has confirmed receipt of such order. However, due to technical or other factors, an order which has been received by the Member may not be immediately confirmed to the Client. Such delay in confirmation shall not entitle the Client to presume that the order has not been received by the Member and the principle mentioned in the first sentence of this clause shall apply.

4.8 The Client shall be allowed to trade only during Trading Hours.

4.9 All orders received by the Member through the System may be executed in good faith and shall be valid until separately cancelled in accordance with the provisions of this Agreement.

4.10 The Client agrees to ensure that all orders and instructions which the Member receives from the Client are absolutely clear and unambiguous; and the Client agrees that if any instructions or orders or any details thereof are not absolutely clear and unambiguous, the Member, its employee or authorised representative shall be entitled to interpret the same as per its/his understanding and such understanding and interpretation shall be treated as final.

4.11 The Client understands and agrees that with respect to a market order or any other order, the Client will receive the price at which the Client’s order is actually executed by the Exchange’s computer system; and such price may be different from the price at which the Security is trading when the Client’s order is entered into the System or received by the Member.

4.12 The Member may from time to time in its discretion impose and vary limits on the orders and trades which the Client can place and enter into through the Member’s System (including exposure limits, turnover limits, limits as to the number, value and/or kind of Securities in respect of which orders can be placed, the companies in respect of whose securities orders can be placed, etc.). The Member may choose not to intimate the Client of the limits and any variation thereof. The Client is aware and agrees that the Member may need to urgently vary the limits or impose new limits or prohibit or restrict the Client’s ability to place orders or trade in Securities through the Member on the basis of the Member’s risk perception and other factors considered relevant by the Member, and the Member may not inform the Client of the same. The Client agrees that the Member shall not be responsible or liable for the Client’s inability to place any order or enter into any transaction on account of any such variation, imposition, restriction or prohibition.

4.13 The Member shall have the right to refuse to accept the whole or a part of any orders or instructions from the Client and/or refuse to execute the whole or a part of any accepted orders or instructions without providing any reasons therefor. In particular, the Member may refuse to accept or execute the whole or a part of any order or instruction: - (i) based on the Member’s risk perception; or (ii) in respect of which the Client requires regulatory approval, even if the Client has sought and obtained the required regulatory approvals.

4.14 The Client shall be responsible for obtaining and complying with all applicable legal and regulatory approvals in respect of the Client’s orders, instructions and transactions at the Client’s cost, and the Member shall not be liable or responsible for any failure of default in respect thereof.

4.15 Though orders will generally be routed to the Exchange’s computer systems
within a few seconds from the time the order is placed by the Client on the Member’s System, the Member shall not be liable for any delay in the execution of any order for any reason whatsoever or for any resultant loss on account of the delay.

4.16 The Client agrees that the Member may, at its sole discretion, subject any order placed by a Client to manual review and entry, which may cause delays in the processing of the Client’s order or may result in rejection of such order.

4.17 The Member may in its discretion at any time allow or disallow margin trading by the Client.

5. TRANSACTIONS AND SETTLEMENTS:
5.1 The Client’s orders and instructions and all contracts and transactions entered into pursuant thereto and the settlement thereof will be in accordance with the Exchange Provisions. The Client shall be responsible for paying and delivering to the Member the required funds or Good Delivery Securities within such time as the Member may specify for fulfillment of the Client’s payment and delivery obligations. If the Client fails to deliver to the Member any Securities that have been sold by or for the Client when required by the Member, then the Member shall be entitled (but not bound to), in its own discretion and at the risk and cost of the Client, borrow or otherwise obtain the Securities necessary to enable the Member to make delivery.

5.2 The Client agrees that unless the Member otherwise permits all orders for the purchase and / or sale of Securities shall result in delivery of Securities for a sale trade or payment for purchase transactions.

5.3 The Client agrees that the Member shall not be obliged to deliver any Securities or pay any money to the Client unless and until the same has been received by the Member from the Exchange or the Clearing Corporation / House. Unless the Member otherwise specifies, and subject to the Member’s rights of set off and other rights, the Securities to be delivered by the Member to the Client pursuant to the Client’s purchase transactions shall be delivered by the Member to a designated Depository Account.

5.4 The Member may effect a short delivery to the Client, inter alia, where (i) the counter-party, being the seller(s) in the respective transactions, deliver(s) short to the Exchange; and (ii) the Exchange is not able to buy-in the Securities falling short on behalf of the defaulting party and therefore closes out the transaction as per the Exchange’s Provisions.

5.5 The Member shall have the right to allocate Securities and money among the Client and other clients of the Member in a manner and form that the Member deems fit where (i) the Member has a net purchase obligation in respect of the Client and other clients with the Exchange, but receives a short delivery and (ii) the Exchange is only able to partly receive in auction and partly close out the Securities falling short on behalf of the defaulting party.

5.6 The Member may, (but shall not be bound to) in its discretion and at the Client’s risk and cost, at any time Square-off all or any Outstanding Positions of the Client in such manner as the Member thinks fit and without any prior notice to or approval of the Client. The Client shall bear and pay the losses arising from such Squaring-off. In particular, and without prejudice to the generality of the above:

• (a) If the Client has entered into a Short Sale or a Long Purchase then the Member shall be entitled to, at any time before the Client has Square-off his Short Sale or Long Purchase position, Square-off and/or carry forward the whole or part of the Short Sale or Long Purchase position on any day, at any place and in any manner as the Member thinks fit, or permit the Exchange to close out or auction such position; and the aforesaid shall be at the Client’s risk and cost.

• (b) In the event of death or insolvency of the Client or his otherwise becoming incapable of receiving, paying for, delivering or transferring Securities brought or sold by or on behalf of the Member, the Member may close out the whole or part of all or any of the Client’s Outstanding Positions and the Client or his legal representative shall be liable for any losses and costs of such Squaring-off and shall be entitled to any surplus which may result therefrom.

• (c) If the Client has been permitted to do margin trading, the Member shall be entitled to Square-off the Client’s Outstanding Position, inter alia, where, in the Member’s opinion, the mark-to-market loss has breached or may breach the margins available with the Member, where the margin or Security placed by the Client and available with the Member falls short of the Member’s requirement, where any limit given to the Client has been breached or where the Client has defaulted on any existing obligation.
  5.7 The Member shall have the right to retain and/or set off any amounts payable to the Client against any present or future receivables from the Client (whether accrued or contingent).

6. MARGIN :
6.1 The Client agrees and undertakes to immediately deposit with the Member such cash, securities or other acceptable security which the Member may in its own discretion from time to time 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 Services.

6.2 In case the Client does not provide the required margin within the time frame specified by the Member, the Member shall have the right to appropriate and/or sell, Square-off all or any Outstanding Positions, prevent any new orders from being placed and / or executed by the Client or take such other action as the Member thinks fit and proper. The Member may exercise all or any of the above rights in such manner as the Member thinks appropriate, without demand for additional margin, security or collateral, or advance notice or advertisement, on any Exchange or other market where such business can be transacted, at a public auction or by private sale and the Member may be the purchaser/seller for its own account. The giving of any prior demand, call or notice shall not be considered as a waiver of the Member’s right to exercise its rights without any such demand, call or notice.

7. CANCELLATION / MODIFICATION REQUESTS:
7.1 The cancellation or modification of an order pursuant to the Client’s request in that behalf is not guaranteed. The order will be cancelled or modified only if the Client’s request for cancellation or modification is received and the order is successfully cancelled or modified before it is executed. Market orders are subject to immediate execution wherever possible.

7.2 The Client shall not be entitled to presume an order as having been executed, cancelled or modified until a confirmation from the Member is received by the Client. However, due to technical or other factors the confirmation may not be immediately transmitted to or received by the Client, and such delay shall not entitle the Client to presume that the order has not been executed, cancelled
or modified unless and until the Member has so confirmed in writing.

7.3 The Exchange may annul a trade suo-moto without giving a reason therefor. In the event of such annulment, the Member shall be entitled to cancel the relative contract(s) with the Client.

7.4 Notwithstanding anything contained above, any orders not executed at the end of Trading Hours may be cancelled by the Member unless the Member offers the facility of carrying forward unexecuted orders, the Client has informed the Member of his desire to carry forward the concerned unexecuted orders and the Member agrees to carry forward such orders.

8. BROKERAGE, COMMISSIONS AND FEES:
8.1 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 to the Services that the Member renders to the Client. The Client also agrees that the Member may deduct and appropriate any of the aforesaid amounts from any amount payable by the Member to the Client.

8.2 The Client agrees that the Member may from time to time in its sole discretion, but subject to the Exchange Provisions, determine and modify the amount of brokerage, commissions, fees and other amounts payable by the Client. A schedule of current brokerage, fees and commissions, applicable service and other taxes and other transaction expenses shall be provided by the Member on the Member’s Web Site, and the Client agrees to keep himself updated in respect thereof.

9. CONFIRMATIONS:
9.1 Online confirmation will be available to the Client upon execution or cancellation of an order placed by him through the Member’s guinessonline.net System. This shall be followed by a digital contract note along with message to collect the contract note which may be sent by postal mail, electronic mail or other electronic means after the execution of the order/trade and this shall be deemed to be a valid delivery thereof by the Member. It is the responsibility of the Client to review, immediately upon first receipt, whether delivered to him online, by postal mail, by electronic mail or other electronic means, all confirmations of orders, transactions or cancellations. It is also the responsibility of the Client to follow-up with the Member for all such confirmations that are not received by him within the stipulated time.

9.2 The Client shall bring any errors in any report, confirmation or contract note of executed trades (including execution prices, scrips or quantities) to the Member’s notice in writing, via electronic mail or fax within 6 hours of receipt of the concerned report, confirmation or contract note. Any other discrepancy in a confirmation or account shall be notified by the Client to the Member in writing, via electronic mail or fax within 24 hours from the time of receipt of the first notice. In all cases, the Member shall have the right to accept or reject the Client’s objection.

9.3 There may be a delay in the Member receiving the reports of transaction status from the Exchange. Accordingly, the Member may forward to the Client late reports in respect of such transactions that were previously unreported to him or were incorrectly reported to him as being expired, cancelled, or executed. The Client shall not hold the Member responsible for any losses suffered by the Client on account of any late reports/statements or any errors in reports/ statements computed by or received from the Exchange.

10. INVESTMENT ADVICE:
10.1 The Member does not intend to give and the Client acknowledges that the Member shall not be liable to provide to the Client, any tax, legal or investment advice of any kind, or any advice or opinion with respect to the nature, potential value or suitability of any particular securities, transaction, investment or investment strategy. The Client understands and agrees that in the event the Client receives or accesses any investment research reports or any investment or other recommendations or advice from the Member (or any employee or official of the Member) or on the Member’s Web Site, the same is on a no liability, no-guarantee and no-obligation basis and any decision, action or omission thereon shall be entirely at the Client’s risk and should be based solely on the Client’s own verification of all the relevant facts, financial and other circumstances, a proper evaluation thereof and the Client’s investment objectives and the Member shall not be responsible or liable for the same for any reason whatsoever.

10.2 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. The Client agrees that in the event of the Member or any employee or official of the Member providing any information, recommendation or advice to the Client, the Client may act upon the same at the sole risk and cost of the Client, and the Member shall not be liable or responsible for the same.

10.3 The Client agrees and undertakes to assume full responsibility for all his investment decisions and transactions. The Member, its officers, directors, partners, employees, agents and affiliates will have no liability with respect to any investment decisions, transactions or losses of the Client.

11. REPRESENTATIONS AND WARRANTIES OF THE CLIENT:
11.1 The Client represents and warrants to the Member that all the information provided and statements made in the Client’s 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 Service to the Client on the basis, inter alia, of the statements made in the Client’s Account Application. The Client is aware and acknowledges that trading over the internet, kiosks, and telephone and through computers involves many uncertain factors and complex hardware, software, systems, communication lines, peripherals, etc. which are susceptible to interruptions and dislocations; and the Member’s Service may at any time be unavailable without further notice. The Member and the Exchanges do not make any representation or warranty that the Member’s 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 Exchanges or the Member on account of any suspension, interruption, non-availability or malfunctioning of the Member’s System or Service or the Exchanges’ service or systems for any reason whatsoever.

11.2 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 hereunder.

11.3 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.

11.4 The Client shall abide by the Exchange Provisions and the terms of the Member’s Web Site in force from time to time.

11.5 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.

12. REPRESENTATIONS AND WARRANTIES OF THE MEMBER:
The Member represents and warrants to the Client that, wherever such approval is required, the Member’s System has been approved by the Exchange.

13. OTHER DATA:
13.1 The Client understands that the Exchange and any other supplier of data asserts a proprietary interest in all of the market and other data it furnishes, directly, through the Member or otherwise. The Client understands that the Exchange, such supplier and the Member do not guarantee the timeliness, sequence, accuracy or completeness of the data or any other information, or any messages disseminated by it. Neither the Member nor the Exchange nor such supplier shall be liable in any way for incorrect, misleading, incomplete or out-dated data or information and, if the Client acts on the basis of the same, he shall do so at his own risk and cost.

13.2 The Client shall not furnish market information provided by the Exchange or the Member 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.

13.3 The Client is authorised to use, at the Client’s risk, materials which are made available by the Member’s Services for the Client’s own needs only, and the Client is not authorised to resell or permit access to any such materials or to
make copies of any such materials for sale or supply to or use by others. The Client will not delete copyright or other intellectual property rights notices from any such materials.

14. REIMBURSEMENT:
14.1 The Member does not warrant that the Service will be uninterrupted or error free. The Member’s Service is provided without warranties of any kind, either express or implied, including, without limitation, those of uninterrupted availability, merchantability or fitness for a particular purpose.

14.2 The Client agrees that under no circumstances, including negligence, shall the Member or anyone involved in creating, producing, delivering or managing the Member’s Services or System be liable for any direct, indirect, incidental, special or consequential damages including, but not limited to lost profits, trading losses, loss of opportunity or damages that result from interruption, delay or loss of the use of the Service or out of any breach of any warranty even if the Member has been advised of the possibility of such damages.

14.3 The Client agrees to reimburse to the Member any and all claims, liability, costs, expenses (including but not limited to lawyer’s fees and penalties or costs imposed by any Exchange) and proceedings arising from or in relation to the Client’s breach of any provision of this Agreement or any third party’s right arising out of the Services rendered by the Member pursuant to this Agreement or any other wrongful act on the part of the Client;

14.4 Certain Securities may grant the holder thereof valuable rights that may expire unless the holder takes action. The Client shall be responsible for knowing the rights and terms of all Securities in his accounts and the Member shall not be
obligated to notify the Client of any upcoming expiration or redemption dates, or take any other action on the Client’s behalf, except as required by law and applicable Exchange Provisions. The Client shall also be responsible for knowing about re organisations related to Securities which the Client holds including, but not limited to, stock splits. If, due to a reogranisation or book-keeping or data entry error, the Client sells more Security than he actually owns or different Securities from what he actually owns, then the Member shall not be responsible for any losses that the Client may incur by reason thereof.

14.5 The Client agrees that the Member and/or its agents shall not be liable or responsible for any loss or liability caused or incurred directly or indirectly due to any act or omission of the Client or any lost opportunity, actual or perceived, caused directly or indirectly by government restriction, Exchange or market rulings or regulation, suspension of trading, war, earthquakes, flood, accident, strikes, power failure, communication line failure, system or telephone failure, security failure on the Internet, equipment or software malfunction, hacking, unauthorised access, theft, strikes or any problem, technological or otherwise, that might prevent the Client from entering, or the Member from executing an order, or any other conditions beyond the Member’s control.

14.6 The Member shall not be liable for any error or delay in, or omission from, any data, information, or message on the Member’s Web Site; or (ii) delayed, interrupted or improper transmission or delivery of any data, information, or message; or any loss or damage arising from or occasioned by the above.

15. NOTICES :
15.1 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 : Mr. Deepak Parakh.
Address : 10, Canning Street, Third Floor, Kolkata - 700 001
Fax # : 033-2220 7478
E-mail: support @guinessonline.com

To the Client : (at the address, fax number or e-mail address stated in the Schedule); 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.
15.2 Notwithstanding anything stated above, communication relating to orders, margins, maintenance calls and other similar matters by the Member to the Client may be communicated orally.

16. AMENDMENT & SUSPENSION:
16.1 The Client understands and agrees that the Member may suspend or discontinue his Service in part or in its entirety and change the terms of the Service (including the terms on the Member’s Web Site) or this Agreement at any time and from time to time, without prior notice, and the same shall bind the Client.

16.2 Without prejudice to the generality of the aforesaid, the Member may suspend or terminate the Services without prior notice to the Client if the Client has breached any terms or conditions or if the Member learns of the death, disability, bankruptcy or lack of legal capacity of the Client, or where in the perception of the Member, the continuation of the Service could increase the risks to the Member.
16.3 The Member may at any time amend this Agreement by modifying or rescinding any of its existing provisions or conditions or by adding any new provisions or conditions, by conspicuously posting notice of such amendment on the Member’s Web Site or by providing written notice thereof to the Client. Continued use of the Member’s Service after such notice will constitute acknowledgement and acceptance of such amendment.

17. ASSIGNMENT:
The Client shall not assign any right and obligations hereunder without first obtaining the Member’s prior written consent.

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 giving not less than seven working 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 transactions entered into or acts done or omitted prior to the termination.
18.4 The provisions of Clauses 14, 22 and 23 of this Agreement shall survive the
termination of this Agreement.

19. SEVERABILITY:
In the event of any provisions of this Agreement being held to be or becoming invalid, unenforceable or illegal for any reason, such invalidity, non enforceability or illegality shall attach only to such provision or condition, and this Agreement shall remain otherwise in full force apart from the said provision which will be deemed deleted. The validity of the remaining provisions and conditions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition was not contained herein. 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.

20. WAIVER :
20.1 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. Except as specifically permitted in this
Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless agreed to in writing and signed by an authorised officer of the Member. No waiver of any single breach or default under this Agreement shall be deemed a waiver of any other breach or default.

21. LAW AND JURISDICTION:
This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of India. All trades, transactions and contracts pursuant hereto shall be deemed to be made, entered into and to be performed in the city of Mumbai and, subject to the provisions of Clause 23, the courts at Kolkata, India shall have exclusive jurisdiction over this Agreement and the arbitration proceedings in relation to this Agreement.

22. APPLICABILITY OF EXCHANGE PROVISIONS:
This Agreement and all contracts and transactions between the Member and the Client pursuant hereto shall be subject to the Provisions, the Rules, Bye-Laws, Regulations, and other provisions of the Exchange, clearing house and clearing corporation, 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 thereunder and as amended from time to time.

23. DISPUTE RESOLUTION:
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. The Member and the Client are aware of the provisions of the Bye-Laws, Rules and Regulations of the Exchange relating to arbitration.

THE SCHEDULE ABOVE REFERRED TO:
(Description of Client)
Name :
Constitution : Individual / Sole Proprietary Concern /
Partnership Firm / Trust / Company / (Others)
Address :
Telephone No. : Residence :
Office :
Fax No. :
E-mail Address :
IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement as of the day and year first above written.

ANNEXURE - I

1.1 In this Agreement, unless repugnant to the context or meaning thereof:-
“Account Application” means the application submitted by the Client to the Member to open a Client Account and to permit the Client to avail of the Member’s Services.

“Available Funds Balance” means the amount of credit balance in the Client’s Account with the Member which is not subject to any lien or other encumbrance (except in favour of the Member pursuant to this Agreement) and which is freely available to the Member for blocking and appropriation towards the Client’s then current or possible future dues to the Member, to the Exchange or to a Clearing Corporation/House.

“Available Stock Balance” means the Securities balance in the Client’s Account with the Member which is not blocked or under any lien or other encumbrance and which is freely available to the Member for blocking and appropriation towards the Client’s then current or possible future obligations to deliver the concerned Securities to the Member, to the Exchange or to a Clearing Corporation/House.
“Brokerage” means the amount charged by the Member to the Client as brokerage for a secondary market transaction or for any other services. The term “Brokerage” does not include service tax or other taxes, transaction or other fees and commissions that may be applicable in respect of the Services.

“Business Day” means any day on which the Exchange is operational for trading.

“Client Account” means an account opened by the Member in the name of the Client in the Member’s records pursuant to this Agreement.

“Exchange” means The National Stock Exchange Of India Ltd , Mumbai.

“Exchange Provisions” means the Rules, Bye-laws, Regulations, Business
Requirement Specifications, handbooks, notices, circulars and resolutions of the Exchange (or any segment of any of the Exchanges) or the concerned depository in force from time to time and includes the Minimum Requirements Handbook for shriramshare.com prescribed by the NSE’s circular dated 12th May, 2000 relating to internet based trading services, as amended from time to time.
“Good delivery”, in relation to securities, shall mean the timely delivery of freely transferable securities which are considered as good delivery securities by the Exchange, SEBI and the concerned Clearing Corporation/House.

“guinessonline.net” means Internet based Trading through Order Routing System, being a system approved by the Exchange for enabling clients to route their orders to their Member-brokers over the internet.

“guinessonline.net Service” means the service offered by the Member to its clients through guinessonline.net whereunder the clients can route their orders for purchase, sale and other dealings in Securities through the Member’s Web Site.
“Long Purchase” shall include a purchase order or transaction given or entered into by the Client without sufficient Available Funds Balance.
“Member’s Services” or “Services” means: -

(i) the services which the Member renders as a member of the Exchange and includes (but is not limited to) the guinessonline.net Service; and

(ii) such other services which the Member, as a member of the Exchange, may offer to the Client under or pursuant to this Agreement.

“Member’s Web Site” means the Member’s web site at www.guinessonline.net or such other web site as may be hosted by the Member for access through the internet, through which the Member offers the Services.

“Outstanding Position” in a scrip means the value of the total quantity of that scrip purchased (or sold) less the total quantity sold (or purchased) by the Client and not settled.

“Password” means the alphanumeric code used by the Client to validate his username and access the guinessonline.net Service.
“SEBI” means the Securities & Exchange Board of India.

“Securities” shall have the same meaning as assigned thereto under Section 2 of the Securities Contracts (Regulation) Act, 1956 and shall include any securities or instruments which are tradeable on the Exchange.

“Short Sale” shall include a sale order or transaction given or entered into by the Client without sufficient Available Stock Balance.
“Squaring-off” a position means executing a transaction so that the Outstanding Position in a scrip is offset in full or in part. “Square-off” and “Squared-off” shall be construed accordingly.

“System” means the system hosted by the Member on the internet through which the shriramshare.com Service is offered, the Member’s system for accepting orders over the telephone and also includes any other system offered by the Member for accepting orders from a Client and performing any part of the Service.

“Trading Hours” means such period of a Business Day during which the Exchange offers trading facilities to its members.
“Transactions” refers to the orders placed by the Client through the Member’s Services for the purchase, or sale of Securities or other dealing in Securities, whether or not executed in the Exchange.

“Username”, “Client ID” (by whatever name called) means the alphabetic, numeric, alphanumeric login identification used by the Client for accessing his account for availing the Services.

• 1.2. In this Agreement, headings are used for convenience and ease of reference only and shall not affect the construction or interpretation of any provision of this Agreement.

• 1.3. Annexures and Schedules to this Agreement shall form an integral part of this Agreement.

• 1.4. In this Agreement, unless repugnant to the context or meaning thereof

• • (i) reference to the singular includes a reference to the plural and vice-versa, (ii) reference to any gender includes a reference to all other genders,

  • (iii) references to Recitals, Clauses, Schedules and Annexures shall be deemed to be a reference to the recitals, clauses, schedules and annexures of or to this Agreement, (iv) reference to a person shall include its personal representative; and

  • (v) references to any enactment are to be construed as referring also to any amendment or reenactment thereof and to any rule, bye-law, regulation, business requirement, specification, order or other provision made under it.

SIGNED AND DELIVERED
By the withinnamed Client
Through the hands of its
in the presence of -:
WITNESS NAME :
Address :
(Signature of WITNESS)

SIGNED AND DELIVERED
By the withinnamed Member
Through the hands of its
in the presence of -:
Signature of Member's Witness :
Name :
Address :

DESCRIPTION OF CLIENT

Name: ................................................................................................................ Constitution: Individual/HUF/company/body corporate incorporated under the Companies Act,1956/ a partnership firm registered under the Indian Partnership Act 1932,
comprising of as partners / (Others)

Address: .............................................................................................................

................................................................................................................

.......................................................................................................................................... Signature

1.Name: ................................................................................................................
Constitution: Individual/HUF/company/body corporate incorporated under the Companies Act,1956 / /a partnership firm registered under the Indian Partnership Act 1932, comprising of as partners/ (Others)

Address: ................................................................................................................

................................................................................................................

.......................................................................................................................................... Signature

2.Name: ................................................................................................................
Constitution: Individual/HUF/company/body corporate incorporated under the Companies Act,1956/ a partnership firm registered
under the Indian Partnership Act 1932, comprising of as partners / (Others)

Address: ................................................................................................................

................................................................................................................

................................................................................................................
.......................... Signature
3.Name: ................................................................................................................
Constitution: Individual/HUF/company/body corporate incorporated under the Companies Act,1956 / /
a partnership firm registered under the Indian Partnership Act 1932, comprising of as partners /

(Others)

Address: ................................................................................................................

.........................................................................................................................................................................................

........................ .......................... Signature

4.Name: ................................................................................................................
Constitution: Individual/HUF/company/body corporate incorporated under the Companies Act,1956 / a partnership firm registered
under the Indian Partnership Act 1932,comprising of as partners / (Others)

Address:........................................................................................................................................................

................................................................................................................................... Signature

5.Name: ................................................................................................................
Constitution: Individual/HUF/company/body corporate incorporated under the Companies Act,1956 / / a partnership firm
registered under the Indian Partnership Act 1932,comprising of as partners / (Others)

Address: ................................................................................................................
................................................................................................................
.......................................................................................................................................... Signature