EduFund Advisory Agreement




Declaration from the Client     
1. I / We have read and understood the terms and conditions of investment advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee. 

2. Based on our written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to ask questions and interact with ‘person(s) associated with the investment advice’.  

Declaration from the Investment Adviser
·       
1. Investment Adviser shall neither render any Investment Advice (as defined herein below)nor charge any fee until the Client has signed this Agreement.  
  
2. Investment Adviser shall not manage funds and Securities (as defined herein below) on behalf of the Client and that it shall only receive such sums of monies from the Client as are necessary to discharge the Client’s liability towards fees owed to the Investment Adviser.   
    
3. Investment Adviser shall not, in the course of performing its services to the Client, holdout 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  

Fees specified under the IA Regulations (as defined herein below):
2.5% (two point five percent) of the Assets under Advice (as defined herein below) per annum per client or a fixed fee of Rs 1,25,000 (Indian Rupees One Lakh and Twenty-Five Thousand) per annum per client across all services provided by the Investment Adviser. 

Fees charged to the Client:
0% per annum of the Assets under Advice. For more details kindly refer to Clause 18 of this Agreement.

INVESTMENT ADVISORY SERVICES AGREEMENT 
This Investment Advisory Services Agreement(“Agreement”) is made between Samyama Advisors Private Limited, a company incorporated under the provisions of Companies Act 2013, and having its registered office at 30, Omkar House, Near Swastik CrossRoad, Navarangpura, Ahmedabad, Gujarat – 380009, India ("Investment Adviser”)and you as the client (“Client”).  

In this Agreement, unless the context otherwise requires, the Client and the Investment Adviser are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”. 

WHEREAS: 

A.          The Investment Advisor holds a valid certificate of registrationunder the IA Regulations bearing the registration no. INA000015321 and is carrying on the business of providing investment advisory services. The Investment Adviser has the requisite knowledge and expertise inproviding investment related advises and being eligible to provide investment advisory services.  

B.          The Client is desirous of seeking non-exclusive, non-binding advice and recommendations pertaining to suitable investment opportunities from the Investment Adviser in accordance with this Agreement. 

C.         The Parties enters into this Agreement, inter alia, to record the arrangement and understanding between them on the terms andconditions and in the manner set forth in this Agreement. 

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLYTO LEARN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL ASLIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS AGREEMENT CONTAINS ADISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “I AGREE” BUTTON YOU ARECONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DONOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BYTHE INVESTMENT ADVISER TO ACCESS ITS SERVICES ON THE ‘EDUFUND’ PLATFORM. INSUCH CASE, PLEASE DO NOT CLICK THE “I AGREE” BUTTON ANDLEAVE THE WEBSITE.

1. DEFINITIONS 

1.1. The following capitalized terms used in this Agreement shall have the following meaning: 

1.1.1  “Applicable Laws” shall mean any applicable statute, law, ordinance, regulation, circular, notification, rule, order, bye-law, administrative interpretation, writ,injunction, directive, judgment or decree or other instrument which has a forceof law, as is in force from time to time, including the IA Regulations. 
1.1.2    “Assets under Advice” shall mean the aggregate net asset value of Securities and investment products for which InvestmentAdviser has rendered Investment Advice irrespective ofwhether the implementation services are provided by Investment Adviser or concluded by the Client directly or through other service providers. 
1.1.3    “Financial Planning” shall mean and include analysis of Client’s current financialsituation, identification of its financial goals, and developing and recommending financial strategies to realise such goals. 
1.1.4    "Investment Advice" means advicerelating to investing in, purchasing, selling or otherwise dealing in Securitiesor investment products, and advice on investmentportfolio containing Securities or investment products, whether written, oralor through any other means of communication for the benefit of the Client and shall include Financial Planning. 
1.1.5   “IA Regulations” shall mean Securitiesand Exchange Board of India (Investment Advisers) Regulations, 2013, as amended and modified from time to time and including any circulars/notifications issued pursuant thereto. 
1.1.6   "Securities" for the purpose of the Agreement shall have the meaning ascribed to such term under Section2(h) of the Securities Contracts (Regulation) Act, 1956. 
1.1.7    “Services” means the non-binding,non-exclusive and recommendatoryinvestment advisory services of providing Investment Advice by the Investment Advisorto the Client in accordance with the terms and conditions of this Agreement. 

Capitalized terms used herein, which are not otherwise defined in this Agreement shall have the same meanings assigned tothem under the IA Regulations.
 
1.2   In this Agreement, unless the context otherwise requires:

1.2.1       words in the singular shall include words in the plural and vice versa;
1.2.2       the headings and sub-headings used in this Agreement are inserted only for reference to the provisions hereof and shall not affect the construction of such provisions; 
1.2.3       a reference to a thing includes a part of that thing;
1.2.4       references to clauses herein are references to the clauses of this Agreement;  
1.2.5       reference to the word “include” shall be construed without limitation; 
1.2.6       reference to any one gender would include a reference to any other gender; and 
1.2.7       references in this Agreementto statutory provisions shall be construed as references to those provisions asmodified or re-enacted from time to time (whether before or after the date ofthis Agreement) and to any subordinate legislation made under such provisions and shall include references to any repealed statutory provision which has been so re-enacted (whether with or without modification). 

2.          APPOINTMENT OF INVESTMENT ADVISER2.  

2.1.      In accordance with the Applicable Laws, the Client hereby appoints, entirely at his/her/its risk, the Investment Adviser to provide its Services in accordance with the terms and conditions of this Agreement as mandated under regulation 19(1)(d) of the IA Regulations. 
2.2.      The Investment Adviser hereby accepts its appointment and agrees to assume the rights, obligations, responsibilities and duties set forth herein. 

3.          SCOPE OF SERVICES1. 
  
3.1.      Advisory services: The primary focus of the Investment Adviser is to serve the Client for planning their child’s high ereducation goal and to provide such other services incidental to such goal. Notwithstanding, the Investment Adviser agrees to provide non-binding, non-exclusive and recommendatory Investment Advice to the Client subject to the provisions of the IA Regulations and in accordance with the terms of this Agreement, which may include: 
 3.1.1.  advise on investment opportunities across asset classes and securities/instruments;
3.1.2.  structure standardizedor customized financial portfolios based on the objectives;
3.1.3. Financial Planning involving analysis of higher education goals for the child and developing and recommending strategies to realize such goals; and/or
3.1.4.  any other incidental services. 

3.2.       Execution services: The Investment Adviser may provideimplementation services to the Client. Such implementation services shall beprovided only through direct schemes/products in the securities market, however,no consideration including any commission or referral fees, whether embedded orindirect or otherwise, by whatever name called shall be received; directly orindirectly, by the Investment Adviser at its group level for the said service. While the InvestmentAdviser will render its Services,the discretion toexecute the transactions and responsibility for execution /settlement of thetransactions shall lie solely with the Client. Based on theInvestment Advice provided by the Investment Adviser, the Client may, at its sole discretion, implement or execute such Investment Advice through the Investment Adviser or otherwise.  

3.3.       The InvestmentAdviser may, upon the request of Client, refer him to the service providers,stockbrokers, distributors or other intermediaries (collectively herein after referred to as "Intermediaries") who may facilitate or providethe execution services to Client based on the Investment Advice. The Client shall independently evaluate the services and capabilities of the Intermediaries andshall enter into a contract for services at its sole discretion, judgment and opinion.The Investment Adviser may execute the mutual fund transactions via BSE Star platform.The Client will open an account with BSE Star platform if it wishes to avail suchexecution services. Further, the Client hereby undertake and confirm that it shall be responsible for all the investment decisions and trades executed through such Intermediaries and the Investment Adviser, shall at no point of time, beheld liable in respect of services rendered by such Intermediaries. 

3.4.      Not with standing any other provisions of this Agreement, neither the Investment Adviser nor any of its directors, officers, employees or agents shall have any power or authority whatsoever to: 
3.3.1.     bind or commit the Client in relation to any contract or any term sheet or other preliminary or ancillary agreement relating thereto; or
3.3.2.     make any investment decisions on behalf of the Client. 
3.5.      The Investment Advisor shall act in a fiduciary capacity towards the Client at all times. 

4. FUNCTIONS THE INVESTMENT ADVISER  The Investment Adviser shall: 
4.1.       at all times, abide by IA Regulations including the Code of Conduct as specified in third schedule of the IA Regulations. 
4.2.      at all times, comply with the eligibility criteria prescribed under the IA Regulations. 
4.3.      conduct proper risk profiling of the Client before on-boarding it/him/her and further conduct risk assessment and update the Client periodically about the risk profile. 
4.4.      ensure that the Securities and/or investment products on which Investment Advice is provided is appropriate to the risk profile of the Client.
4.5.      ensure that wherever a recommendation is given to the Client to purchase a particular financialproduct, such recommendation or advice is based upon a reasonable assessment thatthe structure and risk reward profile of financial product is consistent with Client’s experience, knowledge, investment objectives, risk appetite and capacity for absorbing loss.  
4.6.      provide reports to the Client on potential and current investments, in accordance with IA Regulations. 
4.7.      maintain or cause to bemaintained such books, records and statements (including client-wise know yourclient (KYC) records, risk assessment, analysis reports of Investment Advice and suitability, terms and conditions document, related books of accounts and a register containing list of clients along with dated Investment Advice and its rationale) in accordance with IA Regulations. 
4.8.      conduct yearly audit incompliance with IA Regulations. 
4.9.       such other ancillary and incidental functions as may be decided amongst the Parties from time to time, in accordance with the IA Regulations and Applicable Laws. 

5.          CLIENT RIGHTS AND OBLIGATIONS 
5.1.       The Investment Adviser is only responsible for Services tothe Client. The Client may, at its sole discretion, decideto act or not act on the advice so rendered. TheInvestmentAdviser shall not have any liability towards the Client in respect of the Services rendered.  
5.2.      The Client agrees to comply on a timely basis with any requisites in terms of furnishing details or information, either by duly filling out questionnaires provided for the same, or by providing other information and/or documents that Investment Adviser may reasonably request, in order to enable Investment Adviser to perform its dutiesunder this Agreement.   
5.3.      The Client agrees to execute such papers, declaration, consents and/or cause the same executed by such other persons including the family members and/or the company/bodycorporate/firms/associations/such other body corporate owned or controlled by the Client, that Investment Adviser may reasonably request, in order to enable Investment Adviser to perform its duties under this Agreement including meeting the requirements under Applicable Laws and/or, requirements of third party service providers, if any.  
5.4.      The Client shall informInvestment Adviser of all sale and purchase transactions of the Securitiesand/or other investment products advised by Investment Adviser on the samebusiness day of the transaction through mobile application/platform or email. The Clientacknowledges that the information agreed to be provided by the Client as perthis Clause 5.4 is material from the perspective of computation of fees to be charged by Investment Adviser in terms of this Agreement.   
5.5.      The Client shall, at all times, be compliant with all Applicable Laws, guidelines and codes of practice/conduct (as may have been amended or may be amended from time to time).   
5.6.       Where the Client is more than one person, the Client’s obligations under this Agreement shall be joint and several. 

6.          INVESTMENT OBJECTIVE ANDGUIDELINES The provisions pertaining to investment objectives and guidelines have been provided under Schedule A annexed hereto. 

7.          RISK FACTORS 

7.1.      The Client acknowledges that Investment Advice under this Agreement is subject to various markets, currency, economic, political and business risks including, but notlimited to, price and volume volatility in the stock markets, interest rates, currency exchange rates, foreign investments, changes in government policies, taxation, political, economic or other developments.
‍ 7.2.      Client expresslyacknowledges and agrees that nothing contained in this Agreement amounts to awarranty or guarantee by the Investment Advisor or any other third partyservice provider for the success of any Investment Advice, to be provided underthis Agreement nor does Investment Advisor or any other third party serviceprovider in any manner assure or guarantee any minimum returns to the Client onthe Client’s assets or even preservation of capital/assets and/or liquidity ofany investments.  
7.3.       The Client acknowledges that the Investment Advice provided under this Agreement is meant for the Client only. The Client further acknowledges that sharing, publishing, commercial use of Investment Advice provided under this Agreement is strictly prohibited. The Client is, however, permitted to share the Investment Advice with its employee, agents, consultants, family membersand advisors purely on need to know basis. 
7.4.       For a detailed overview on the risks involved with type of investment insecurities and investment products, kindly refer to Schedule C

8.          VALIDITY OF ADVISORY SERVICES The term of this Agreement shall be a period of 5 (five) years from the date of Client becoming Party to this Agreement, which shall be automatically renewed for further consecutive periods of 5 (five) years, unless terminated by the Client or Investment Advisor in accordance with the provisions of Clause 10 hereof.  

9.          AMENDMENTS Except as otherwise expressly provided, this Agreement shall not be amended, nor shall any provision of this Agreement be considered modified or waived, nor shall any breach of this Agreement (whether or not previously waived) be considered waived unless such amendment, modification or waiver is agreed by both Parties. 

10.       TERMINATION 
10.1.    This Agreement shall continue until this Agreement is terminated by either Party. Either Party shall be entitled to terminate this Agreement forthwith by giving30 (thirty) days’ prior notice in writing in this regard to the other Party provided that the Client shall not be relieved of the Client's obligations here under, not withstanding such termination, incurred prior to the date onwhich such termination shall become effective.
 10.2.   In case of anybreach of this Agreement by either Party, the other Party shall send a writtennotice to the defaulting Party giving details about the breach and providingthem a period of 30 (thirty) days from receipt of such notice to rectify suchbreach. If the defaulting Party fails to rectify the breach within the saidperiod, or if the breach is not capable of being rectified, then the otherParty may forthwith terminate this Agreement upon giving written notice oftermination to the defaulting Party.
 10.3.   This Agreement maybe terminated forthwith in case a Party gives a written notice to the otherParty of any action takenagainst such Party by any regulatory/government authority, due to which suchParty is unable to perform its obligation under this Agreement.  
10.4.   The Client canterminate this Agreement before the expiry of this Agreement, on account of thefollowing reasons: (a) the closure of business of the Investment Adviser;or(b) suspension or cancellation of the registration ofthe Investment Adviser as investment adviser by SEBI; or(c)bankruptcyor liquidation of the Investment Adviser. 

11.       IMPLICATION OF AMENDMENT ANDTERMINATION OF THIS AGREEMENT 11.1. The amended, modified or waived terms and conditions shall prospectivelyapplyas if the same were expressly incorporated herein. 
11.2. In case the Investment Adviser has received any fees in advance from theClient, the Investment Adviser shall refund fees for the remaining period. 
11.3. In the event of termination or expiry of this Agreement, such terminationor expiry shall have no effect on the transactions executed before suchtermination or expiry, and Parties shall have the same rights and obligationsfor such transactions. The investments made by the Client will still continuein its name post the termination or expiry of this Agreement. 
11.4. Any assignment under this Agreement by the Investment Adviser may allowthe assignee to exercise all of the powers and enjoy all of the rights and besubject to all the duties and obligations of the Investment Adviser hereunderas fully as though originally named as a party to this Agreement, subject toApplicable Laws. 
11.5. At the time of termination or assignment of this Agreement, theInvestment Adviser shall provide such transition-support as may be reasonablyrequired by the Client.

12.       RELATIONSHIP WITH RELATEDPARTIES 
12.1.    TheInvestment Adviser declares that it is carrying on its activitiesindependently, at an arms-length basis with its related parties. 
12.2.   Client acknowledges that Investment Advisor or its affiliates (the "Interested Parties"and each an "Interested Party") may be involved in otherfinancial, investment or other professional activities which may on occasioncause conflicts of interest with the Services being provided to the Client.These include serving as directors, officers, advisers, or agents of othercompanies, falling part of the Client’s portfolio. Where a conflict arises, theInvestment Advisor shall endeavor to ensure that it is promptly disclosed tothe Client and if required, resolved fairly. Any Interested Party may contractor enter into any financial or other transaction with any of the clients orwith any entity, whose securities are held by any Client, directly orindirectly, or be interested in any contract or transaction with such entities. 
12.3.    The Investment Adviser, as well as itsdirectors, shareholders, employees, officers and representatives shall, on a best-effortsbasis, avoid any conflicts of interest situations in relation to theperformance of the Services for the Client. In case there is any conflict ofinterest situation with regard to the performance of the Services, the Investment Adviser shallensure fair treatment on an arms’ length basis to the Client. The Investment Adviser shallnot place its personal interest above that of the Clients'.

 13.       INVESTMENT ADVISER ENGAGED INOTHER ACTIVITIES 
13.1.    TheInvestment Adviser hereby represents that it shall not provide any distributionservices for Securities and investment products, either directly or through itsgroup entities, to the advisory clients (including the Client). 
13.2.    TheInvestment Adviser further represents that it shall not provide investmentadvisory services, for Securities and investment products, either directly orthrough their group entities, to the distribution clients. 

14.       REPRESENTATION TO CLIENT The Investment Advisershall ensure that it will take all consents and permissions from the Clientprior to undertaking any actions in relation to the Securities and investmentproducts advised by the Investment Adviser. 

15.       NO RIGHT TO SEEK POWER OFATTORNEY The Investment Adviser shall not seek any power ofattorney or authorizations from the Client for automatic implementation of InvestmentAdvice. Further, any such authorisation from the Client shall be in respect of implementation service that theClient desires to avail from the Investment Adviser and shallbe in accordance with the Applicable Laws.  

16.       CONFLICT OF INTEREST 
16.1.   The Client understandsthat the InvestmentAdviser serves as an investment advisor for other clients. TheClient also understands that the Investment Adviser maygive advice or take action in performing its duties to other clients, or fortheir own accounts, that differ from advice given to or acts taken for theClient. Provided that any transaction by the Investment Adviser contrary to the advice given to the Client shall be subject tocompliance with IA Regulations. 
16.2.    The Clientagrees and understands that the Investment Adviser and its affiliates and theirrespective directors, employees, officers and representatives may haveinvestments in various Securities and investment products from time to time andthe conflicts of interest would be inherent. It is intended for such conflictsto be managed primarily by complying with the Applicable Law, acting in goodfaith to develop equitable resolutions of known conflicts and developingpolicies to reduce the possibilities of such conflict. The Investment Advisershall endeavor that any such conflicts do not work to the detriment or theinterests of the Client. 
16.3.    The InvestmentAdviser is not obligated to recommend buy or sell for Client any Security orother investment that the Investment Adviser may recommend buy or sell for anyother client or for its own accounts. Save as provided in Clause 16.1 above, this Agreement does not limit or restrict in any way the InvestmentAdviser from buying, selling or trading in any Security or other investmentsfor their own accounts. 
16.4.    The InvestmentAdviser shall take all precautions and steps to prevent any insider trading andshall not provide advice on investments/divestments on the basis of anyprivileged information obtained in its fiduciary capacity from any other clientor person. 
16.5.    The Clientagrees and acknowledge that the Services agreed to be provided hereunder arenot conditional upon the Client availing or continuing to avail other services(including execution/implementation services) from the Investment Adviser. 
16.6.    TheInvestment Adviser declares that it will disclose all conflicts of interest asand when they arise and shall not derive any direct or indirect benefit out ofthe Client’s Securities/investment products. 

17.       MAINTENANCE OF ACCOUNTS ANDCONFIDENTIALITY
 17.1.   Investment Adviser shall be responsible formaintenance of Clients’ accounts and data as required under the IA Regulations.
 17.2.    Partiesagrees and acknowledges that information about this Agreement and the termscontained herein as well as information about the Client or other clients ortrade secrets, methods, processes or procedures or any other confidentialbusiness information (hereinafter referred to as "Confidential Information")provided by a Party ("Disclosing Party") will beconsidered confidential information except information which: 
 17.2.1.       is now or subsequentlybecomes publicly available without breach of this Agreement;
17.2.2.       wasrightfully obtained by the other Party from a source other than the DisclosingParty without any obligation of confidentially; or
17.2.3.       isdisclosed pursuant to an order of a court or government agency as so requiredby such order, or required to be disclosed under Applicable Law.
 17.3.   The Party receiving theConfidential Information agrees that it shall not disclose to any third partyany Confidential Information, except to those who are required to have accessto such information for the purpose of the transaction contemplated by the termsof this Agreement and/or with the prior consent of Disclosing Party and/or to comply with the Applicable Law for the time being in force. 

18.       [TERMS OF FEES AND BILLING] 
18.1.    Inconsideration of the Services to be renderedherein, the Client agrees to pay toInvestment Advisor a fee in accordance with Schedule B of thisAgreement. It is agreed that the Schedule B may be amended from time totime as may be agreed by and between the Parties byway of exchange of letters/emails which shall then form an integral part ofthis Agreement. 
18.2.    All fees andreimbursement, if any, payable under this Agreement shall be paid in full bythe Client without any counter claim, set off or withholding.
 18.3.    The feesunder this Agreement shall be payable within a period, not later than the 15(fifteen) days from the due date intimated by the Investment Advisor in eachinstance. Upon the receipt of fees, the Investment Adviser will provide a writtenconfirmation to the Client evidencing the receipt of payment of fees. 
18.4.    Notwithstandingany termination of this Agreement pursuant to Clause 10 hereunder, theInvestment Advisor’s rights to the fees and reimbursement of expenses withrespect to the period prior to such termination shall survive.
18.5.   The Parties agree that all the payments underthis Agreement shall be subject to applicable tax laws. 

19.       LIABILITY OF INVESTMENT ADVISER 
19.1.    The Services provided to the Client under this Agreement do not assureor guarantee the Client any minimum or fixed or assured return. Investmentsrecommended are subject to market risks including loss of principal amount. 
19.2.    The InvestmentAdvisor shall, in no event, be liable to the Client for any loss which the Client may suffer or incur as aresult of or in course of discharge of any duty by the Investment Advisor or its directors,employees, nominees, agents, officers under this Agreement.
 19.3.    Notwithstandinganything stated in this Agreement, neither the Investment Advisor nor any of its directors,employees, nominees, agents, officers shall be liable for any Services providedunder this Agreement and it will be the Clients’ responsibility to make anindependent assessment. TheInvestment Advisor will not be liable for any loss which the Client may sufferby reason of any depletion in the value of the Assets under Advice, which mayresult by reason of fluctuation in asset value, or by reason of non-performanceor under-performance of the Securities/funds or any other market conditions. 
19.4.    The Client shallindemnify and hold the Investment Advisor and its affiliates, andtheir respective officers, directors, agents and representatives harmless fromand against any costs, charges, expenses or liabilities in connection with anyactual or threatened action, suit or proceeding whether civil, administrative,investigative or otherwise and from and against any and all amounts paidpursuant to a final judgment of any court of competent jurisdiction, or insettlement of such action, suit or proceeding whether actual or threatenedarising out of or in connection with any claim or cause of action allegedagainst the InvestmentAdvisorwhich directly or proximately results from any act or omission of the Clientunder this Agreement, except in the case of fraud or wilfuldefault committed by the Investment Advisor. 

20.       REPRESENTATION AND COVENANTS 

20.1.    Each Party hereby agrees and undertakes that the other Party is enteringinto this Agreement on the basis of the representations made by it containedhereinbelow, namely that: 
20.1.1.      Each Party hereto has fullpower and authority to enter into this Agreement and to take any action andexecute any documents required by the terms hereof; and that this Agreement hasbeen duly authorized by all necessary corporate proceedings, will be duly andvalidly executed and delivered by each of the Parties and is a legal, valid andbinding obligation on each Party, enforceable in accordance with the termshereof; and that the executants of this Agreement on behalf of such Party havebeen duly empowered and authorized to execute this Agreement and to perform allits obligations in accordance with the terms herein set out; and 
20.1.2.      Each Party has obtained allconsents, authorizations and permissions as may be required for the purpose ofexecuting this Agreement and performing its obligations hereunder.

 20.2.    Client hereby represents that it is entering into this Agreement asprincipal, solely for its own account and not as agent of any other person orentity.
 20.3.    Further, the Client represents that all the knowyour client (KYC) documents provided to the Investment Adviser are true and correct. The Client agreesthat any and all tax liability arising out of this Agreement will be theClient' sole responsibility. 
20.4.    The Investment Adviser hereby represents that the principal officer and allpersons associated with the Investment Advice are appropriately qualified in accordancewith the terms of the IA Regulations. 
 20.5.    Each Party acknowledges and agrees that:
(1) such Party is executing thisAgreement voluntarily and without any duress or undue influence by any person;
(2) such Party has carefully read and fully understands the terms, consequencesand binding effect of this Agreement;
(3) this Agreement is intended to bestrictly enforceable. Each Party further acknowledges and agrees that it hasbeen provided an opportunity to seek the advice of an attorney of its choicebefore signing this Agreement. 

21.       DEATH OR DISABILITY OF CLIENT 
21.1.    In the event of death, disability, insolvency, dissolution or winding upof the Client during the currency of this Agreement, upon receipt of a notice, inwriting of such an event or on determining that such anevent has taken place, this Agreement shall stand terminated with effect from thedate of receipt of such notice by the Investment Adviser, in its solediscretion. 
21.2.    Notwithstanding anything stated in Clause 21.1 above and subjectto Applicable Law, in case of death of the Client who has appointed a nominee,this Agreement may continue in favour of such nominee as mutually agreedbetween the Investment Adviser andthe nominee.

 22.       SETTLEMENT OF DISPUTES ANDARBITRATION 
22.1.    The Partiesto this Agreement hereby agree that they intend to discharge their obligationsin utmost good faith. The Parties therefore agree that they will, at all times,act in good faith, and make all attempts to resolve all differences / disputeshowsoever arising out of or in connection with this Agreement by discussionfailing which, the Parties shall resolve the same through arbitration, as perthe procedure contained in this Clause 22
22.2.    The Partiesagree that the discussions shall be held in the spirit of resolution of theissues that have arisen between them with the intention of resolving the issuesamicably at the earliest. 
22.3.    The Partiesshall be bound to submit all disputes and differences howsoever arising out ofor in connection with this Agreement, to arbitration by sole arbitrator jointlyappointed by the Parties. The arbitration shall in all disputes be conducted inaccordance with the provisions of the Arbitration and Conciliation Act, 1996. 
22.4.    Thearbitrator shall be a person of professional repute who is not directly orindirectly connected with any of the Parties to this Agreement. He/she shallhave prior experience as an arbitrator. The decision of the arbitrator shall befinal and binding, subject to a Party’s right to appeal a decision as permitted under Applicable Law. 
22.5.    The placeand seat of arbitration shall be [Ahmedabad]. The language to be used in thearbitration proceedings shall be English; provided that, the provisions of theArbitration and Conciliation Act, 1996 shall in no way constrain the rights ofthe Parties to seek conservatory, interim or interlocutory relief from the courts located in the seat of arbitration, i.e. [Ahmedabad]. 
22.6.    This Agreement shallbe governed by and construed and enforced in accordance with the laws of India, without regard to its principles of conflict of laws, and subject to thearbitration agreement contained herein, the Parties agree to submit to theexclusive jurisdiction of the courts in [Ahmedabad], India. 

23.       ADHERENCE TO GRIEVANCEREDRESSAL TIMELINES
The Investment Adviser will attend to and address any Client query/compliant/concern/grievancewithin the timelines specified under the IA Regulations. If the Client still remains dissatisfied with the remedies offered or the stand taken by the InvestmentAdviser, the Client may resort to dispute resolution mechanism provided in Clause22 above.  

24.        SEVERABILITY  If any provision or part thereof of this Agreement shall be held void or becomes void orunenforceable at any time, then the rest of the terms of this Agreement shallbe given effect to as if such provision or part thereof does not exist in this Agreement. The Parties agree that such an event shall not in any manner, affect the validity and the enforceability of the rest of this Agreement. 

25.       FORCE MAEJUERE
The Investment Adviser shall not be liable for losses or damages caused by or resulting from any event of force majeure beyond its control including, but not limited to, acts of civil or military authority, national emergencies, fire,flood, catastrophe, act of God, explosion, war, riot, theft, accident,nationalization, expropriation, currency restrictions, pandemic, lock-downimposed by governmental authorities, other measures taken by any government oragency of any country, state or territory in the world, actions taken by anyregulatory authority regulating asset managers, amendments to Applicable Laws,industrial action or labour disturbances of any nature amongst employees of InvestmentAdviser or of its agents or of any third parties, boycotts, workstoppages, power failures or breakdowns in communication links or equipment(including, but not limited to, loss of electronic data), internationalconflicts, violent or armed actions, acts of terrorism, insurrection,revolution, or failure or disruption of any relevant stock exchange, clearinghouse, clearing or settlement systems or market. In the event of equipmentbreakdowns beyond Investment Adviser’s control, the Investment Adviser shalltake reasonable steps to minimize service interruptions but shall have noliability with respect thereto. 

26.       INDEMNIFICATION 
26.1.    Without prejudice to the right of indemnity available to the Investment Adviser underApplicable Laws, Investment Adviser, its directors, officers, agents, affiliates, delegates and every person appointed by Investment Adviser (“Indemnified Parties”) shall be entitled to be indemnified by the Client with respect to all liabilities, losses and expenses incurred by it/them in providing the Services under this Agreement or any of the powers, authorities and discretions vestedin it/them pursuant to this Agreement and against all actions, proceedings,costs, claims, and demands in respect of any matter or thing done or omitted inany way in relation to this Agreement.  
26.2.    TheIndemnified Parties shall not be liable to the Client for any mistake, error of judgement or loss suffered by the Client in connection with the subject matter of this Agreement or any matter or thing done or omitted to be done by the Indemnified Parties in pursuance thereof (including, in particular, but withoutlimiting the foregoing, any loss following or arising out of any loss, delay,mis-delivery or error in transmission of any communication) unless such loss,prejudice or disadvantage arises from gross negligence, fraud or willfuldefault in the performance or non-performance by the Indemnified Parties. 
26.3.    The Client understands that communication sent via. mobileapplication/platform, internet or any other method over public lines is not encrypted, and these transmission methods aretherefore not secure means of transmission of information. The Client agrees toexempt InvestmentAdviser from any and/or all responsibility of anymisuse of communication, and holds Investment Adviserharmless for any cost or loss that the Client may incur due to any error, delayor problem in transmission or otherwise caused by mobileapplication/platform, internet, or any other methodover public lines as a means of transmission not solely attributable to any actor omission by Investment Adviser. 

27.       MISCELLANEOUS 
27.1.    Notice: Anynotice, report, approval, direction or instruction given to a Party under thisAgreement shall be in writing and delivered through mobile application/platformor e-mail at an address as either Party may from time to time duly notify tothe other Party. Notices and instructions will be deemed served within 24(twenty-four) hours from intimation on mobile application/platform or electronicmail being sent. The Client is aware andagrees that while the primary mode of communication between the Parties shallbe through the mobile application/platform or e-mail, notwithstanding anythingcontained herein, the Client may be contacted by the Investment Adviser or anyof its affiliates by any alternative means of communication, including withoutlimitation, mobile phone.  
27.2.    No failureon the part of any Party to exercise, and no delay in exercising, any right orremedy under this Agreement will operate as a waiver thereof nor will anysingle or partial exercise of any right or remedy preclude any other or furtherexercise thereof or the exercise of any other right or remedy. The rights andremedies provided in this Agreement are cumulative and not exclusive of anyrights or remedies provided by the laws of India. 
27.3.    ThisAgreement is a contract for services and not a contract of agency. TheInvestment Adviser will have no power or authority to, and shall not effect,commit or act on behalf of the Client. Neither Investment Adviser nor itsexecutives or employees are entitled to, nor purport to make any contractualcommitment, representations, assurances, confirmations, covenants,undertakings, whether verbal, in writing, or in any form on behalf of theClient. 
27.4.    Nothing inthis Agreement shall constitute or be deemed to constitute a partnership, jointventure, association of person or agency between any of the Parties hereto andnone of them shall have any authority to bind the other in any way. 
27.5.    No provisionof this Agreement is intended to, or shall, confer any third party beneficiaryor other rights or remedies upon any person other than the Parties hereto; norimpose any obligations on the part of the Parties to this Agreement towards anythird parties. 
27.6.    TheInvestment Adviser may assign its activities, rights andobligations under this Agreement, to anyother associate or group company which is eligible to provide Services,without the consent of the Client. 
27.7.    Theprovisions of Clause 18 (terms of fees and billing), Clause 19 (liability ofInvestment Adviser), Clause 22 (settlement of disputes and arbitration) and Clause26 (indemnification) shall survive the termination of this Agreement
.   
 
SCHEDULE A 
A.    Investment objective and guidelines 
The Investment Adviserwill primarily provide the Investment Advice to the Client for planning theirchild’s higher education goal and any services incidental to such goal. FinancialPlanning involving analysis of higher education goals for the children anddeveloping and recommending strategies to realize such goals. The InvestmentAdviser may recommend mutual fund schemes to the Client for achieving suchgoals.  

B.    Particulars regarding financial plan or modelor strategy as agreed with the Client (based on the risk profiling conductedfor the Client, total Assets Under Advice of the Client and time period fordeployment).
 Since the Client’s goal is to plan for his child’s higher education, it isconsidered as a defined event and can be treated as a future liability whichcannot be deferred. Thus, theInvestment Adviser designs the plan that may help the Client to achieve his goal. The Client agrees to themodel offered as per the risk profiling and the Client agrees to notify theInvestment Adviser if there is a change in his risk appetite. The InvestmentAdvisor is creating a custom plan on the basis of Client’s inputs and theinformation disclosed by the Client on the platform. 

C.    Client specifications/restrictions (if any) 
TheClient accepts that the investment advice provided is restricted to the goal ofhigher education for their children. No advice should be construed for anyother objectives of the Client.

 D.    Tax related aspectspertainingto Investment Advice and as applicable on the investment adviser’s fee. The fee received by the Investment Adviser shall beexclusive of goods and services tax (GST) at this point. In the future, GST maybe applicable as per the prevailing laws, and will be added to the Client’sfees being charged at the time. The Clientshall be responsible for applicable taxes, levies orduties, that may be levied by statutory authorities on any profits or gainsmade as a result of transactions undertaken pursuant to this Agreement.            

 SCHEDULE BFEES AND CHARGES
 

Sr. No.                   Particulars                            Particulars
1                              Advisory fees                0% per annum of the Assets under Advice.
2                             Payment terms             Not  applicable
3                             Mode of payment         Not  applicable 

Fee illustration: Not applicable

 SCHEDULEC Risk Factors
 The risk factors outlined below do not purportto be a complete enumeration or explanation of the risks involved in aninvestment. Additional risks and uncertainties not presently known to the Investment Adviser, or that it currently deems immaterial may also have an adverse impacton the Client’s portfolio. 
Risks related to equity and equity linked instruments
 
a.      The Client portfolio may be invested in listedsecurities and as such may be subject to the market risk associated with thevagaries of the capital market. 
b.      Equity and equity related securities by natureare volatile and prone to price fluctuations on a daily basis due to both macroand micro factors. 
c.       In domestic markets, there may be risksassociated with trading volumes, settlement periods and transfer proceduresthat may restrict liquidity of investments in equity and equity relatedsecurities. 
d.      In the event of inordinately low volumes, theremay be delays with respect to unwinding the portfolio and transferring theredemption proceeds. 
e.      The value of the Client’s portfolio, may beaffected generally by factors affecting securities markets, such as price andvolume volatility in the capital markets, interest rates, currency exchangerates, changes in policies of the Government, taxation laws or policies of anyappropriate authority and other political and economic developments and closureof stock exchanges which may have an adverse bearing on individual securities,a specific sector or all sectors including equity and debt markets.Consequently, the valuation of Client’s portfolio may fluctuate and can go upor down. 

Risk Factors associatedwith investments in units of mutual fund  
a.     Mutual funds invest across equity, money marketand debt instruments. The risk factors affecting such instruments are mainly as follows - market risk, inflation risk, interest rate risk, currency risk, credit risk, regulatory/legal risk.  
b.     The Investment Adviser may, from time to time,advise the Client to deploy any un-deployed funds in liquid schemes of mutualfunds or in money market instruments. Though the portfolio of liquid fundscomprises of short-term deposits, government securities and money marketinstruments, they cannot be considered as totally risk free. This is becauseliquidity patterns and short-term interest rates of the government change, sometimes on a daily basis, thereby making the fund susceptible.  
c.     Liquid fund returns are not guaranteed, and it entirely depends on market movements. 

Risks related to investment in debt instruments
a.     As with all debt securities, changes ininterest rates affects the valuation of the portfolios, as the prices ofsecurities generally increase as interest rates decline and generally decreaseas interest rates rise. Prices of longer-term securities generally fluctuatemore in response to interest rate changes than do shorter-term securities.Interest rate movements in the Indian debt markets can be volatile leading tothe possibility of large price movements up or down in debt and money market securities and thereby to possibly large movements in the valuation of portfolios.
 b.     Investments in debt instruments and other fixed income securities are subject to default risk, liquidity risk and interest raterisk. Interest rate risk results from changes in demand and supply for moneyand other macroeconomic factors and creates price changes in the value of the debt instruments. Consequently, the net asset value of the portfolio may be subject to the fluctuation. 
c.     Investments in debt instruments are subject toreinvestment risks as interest rates/ yields prevailing on interest amount or maturity due dates may differ from the original coupon of the bond, which might result in the proceeds being invested at a lower rate. 
d.     The product/services may recommend investment in non-publicly offered debt securities and equity securities. This may expose the portfolio to liquidity risks. Additionally, the Client may not be able toavail securities transaction tax credit benefit and/ or tax deduction at source(TDS) credit and this may result in an increased incidence of tax on the Client. 

Risks related to investment in exchange traded funds (ETFs) 
a.     Like other asset classes, ETFs face market risks. Since they are only a wrapper for their underlying investments, ETFs cannot avoid the fates of the market they track. While ETFs provide numerous advantages that can help investors mitigate risks, nothing will stop them from going down if their underlying assets are falling. 
b.     Trading risk refers to the total cost of owningan ETF portfolio. ETFs have been described as tax efficient,transparent and cheaper when compared to other asset classes. However, theystill entail costs in the form of commissions, sales charges, market impact costsand direct trading costs, such as the bid-ask spread and management expenseratio. ETFs may also suffer from crowded trade risks, given thesheer number of market participants involved in this market. Like other assets,ETFs also carry opportunity costs, creation and redemption fees and taxes on interest income and capital gains. 
c.     Tracking risk occurs when an ETF doesnot mimic or follow the index it is tracking due to a combination of managementfees, tax treatment and dividend timing. ETFs that use physical replication exhibit larger tracking errors compared to ETFs that use synthetic replication.Investors need to be aware of this difference when selecting ETFs with physical replication.
 d.     In the case of synthetic replication ETFs thattrack indices via swaps, risks can be mitigated by collateralizing the fund’s swap exposure. This leads to higher risk, but investors are compensated forthis by being offered lower tracking error and lower fees compared to their physically backed peers.