The following should be read carefully and accepted prior to becoming a Constituent for online trading i.e. for trading, viewing, downloading, using, copying, availing the facilities and/or any information, or any part thereof, as the case may be, as may be made available from time to time on the Web-Site and/or entering into any securities dealings through M/s Prem Somani Share Brokers Private Limited whether by use of any of the facilities available on the Web-Site, or by any other means whatsoever. Please note that Prem Somani Share Brokers Private Limited is engaged both in Constituent based trading as well as Proprietary account trading.
Prem Somani Share Brokers Pvt. Ltd hererinafter shall be called as PSSB.
Whereas, http://www.premsomani.com (hereinafter referred to as the "Web Site") is a product and service provided by PSSB Group. PSSB offers its services and the Web Site for use in accordance with the Terms and Conditions of Use (the "Terms") contained herein. Please read the following, which contains important information concerning use of the Web Site. The use of the Web Site is conditional upon and subject to, acceptance of and compliance with, the Terms.
I.i Ownership of the Web-Site
(a)The website is owned, operated and maintained by PSSB Group.
I.ii Registration for use of the Facilities and Services provided by PSSB
(a)PSSB being a broker registered with the Securities and Exchange Board of India (hereinafter referred to as the "SEBI") having obtained Certificate of Registration No. INB 231160434 for capital market operations and INF 231160434 for derivative market operations as trading member of the National Stock Exchange, thereby being entitled to effect purchase and sale transactions of securities (hereinafter referred to as the "Securities Dealings") online admitted to the Exchange (hereinafter referred to as the "Admitted Securities"), for and on behalf of third parties.
(b)Any person visiting the Web Site may access and use the Facilities by establishing an online person a with a unique 'Client ID' and 'Password', in the manner as indicated on the Website. "Facilities" shall mean and include any information, materials, documents, chat-room facilities, downloads (software or otherwise), data, stock market quotation ticker tape facilities, and all other information and utilities contained or accessible on or through the Web Site as may be provided on the Web Site from time to time, [other than any information directly required in relation to the Services].
(c)Only persons who enter into an agreement (hereinafter referred to as the "PSSB-Constituent Agreement") with PSSB and who have been provided with a unique Client code and Trading Password for online trading (hereinafter, such persons being referred to as the "Constituent") by PSSB in the manner as indicated on the Web-Site for online trading, shall be entitled to avail the Services provided by PSSB.
(d)The Terms shall be deemed to form part of Member-Constituent Agreement and shall be deemed to be incorporated therein to the same extent as if these provisions had been set forth in full therein. The Constituent's entitlement to avail the Services or any part thereof shall be subject to compliance with all the terms and conditions set forth herein.
The word I/WE, ME/US, MY/OUR refers to person(s) who open the account(s) and shall mean and include both singular and plural.
II CONDITIONS OF USE OF THE SERVICES
II.i (a) Participation The Constituent shall ensure that he/she/it is eligible to enter into this agreement. The Constituent having agreed to enter into this agreement shall be deemed to have satisfied himself/herself/Itself with regard to eligibility in this respect. During the currency of the agreement, it shall be the duty of the Constituent to inform PSSB immediately of the change in constitution, Identity by change of name, residential status, address or any other information as provided by the Constituent at the time of entering into this agreement.
II.i (b) Acting as a Sub Broker
The Constituent agrees that he/she/it will not act as Sub-Broker without prior written permission of PSSB and without obtaining certificate of registration from Securities and Exchange Board of India (SEBI).
II.i (c) Authorized Person
The Trading and other instructions for facilitating and carrying out business issued telephonically or through any other means express or implied by an authorized representative of the Constituent shall be binding on the Constituent. In the event of the authorized representative(s) being replaced, it shall be the responsibility of the Constituent to inform PSSB of the change in writing, failing which the Constituent shall be responsible for the trade obligations arising out of the actions of both the representatives, old as well as the new representative. If any transaction(s) under this agreement or under any other agreement or otherwise with PSSB, has/have been accepted by Constituent from time to time on the basis of the contract note(s)/bills/any other correspondence dispatched / communicated to the Constituent by PSSB and / or part or full settlement of the said transaction(s) by the Constituent, then such transaction(s) shall be deemed to be executed by the person authorized by
the Constituent and the Constituent hereby agrees to ratify and accept all such or other actions of such persons and undertakes to meet all obligations arising from these transaction(s).The Constituent shall be bound by all the transactions undertaken by PSSB pursuant to the instructions of the authorized persons.
II.i (d) Understanding of Risks involved
The Constituent has read, understood, appreciated and signed the Risk Disclosure Document.
The Constituent declares and agrees as follows: The Constituent has read the Risk Disclosure Document appended hereto and understood the trading and risks involved in trading in these instruments and shall be wholly responsible for all investment decisions and trades undertaken by him.
The Constituent shall be bound by the constitutions, byelaws, rules, regulations and customs of the exchange and clearing corporation(s).
The Constituent shall not, acting alone or in concert with others, directly or indirectly, hold and control excess number of permitted Derivative contracts as fixed from time to time by the Exchange.
Payment of margins by the Constituent does not necessarily imply complete satisfaction of all dues. In spite of consistently having paid margins, the Constituent may, on the closing of his trade, be obliged to pay (or entitled to receive such further sums as the market price of the instrument or contract may indicate)
All monies, securities or other property, which PSSB may hold on Constituent's account, shall be held subject to a general lien for the discharge of the Constituent's obligations to PSSB.
The Constituent authorizes PSSB to sell or close out any part or the entire derivative contract held in the Constituent's account with PSSB, if PSSB at its sole discretion may deem it necessary for meeting the obligations of the Constituent.
The failure of the Constituent to understand the Risk involved or the failure of PSSB to explain the risk to the Constituent shall not render a contract as void or void able and the Constituent shall continue to be responsible for all risks and consequences for entering into trades in Derivatives.
Eligible Securities in Derivative segment vary from month to month on rolling basis as per criteria decided by SEBI/NSE. The Exchange may compulsorily close out all Derivative contract positions in a particular underlying when that underlying ceases to satisfy the eligibility criteria or the Exchange is of the view that continuance of Derivative contract in such underlying is detrimental to the interest of market, keeping in view market integrity and safety.
II.i (e) Subject Matter of the Services
The Services offered by PSSB include the sale and purchase of dematerialised securities trading on the NSE (in e-trading account on the internet and delivery of shares in physical mode wherever the same is traded on off-line on specific direction received by the 'PSSB' at any of their terminals) in the CM/F&O segments of the market [and shall include trading in derivative products or in the carry forward segment, and such other services/ products as may be permitted from time to time but does not include Portfolio Management Services].
II.ii Order Entry
(a)The Constituent shall be entitled to place an order for the sale or purchase of any Admitted Security during the market hours and all orders will be valid for the day until the normal market closes. On closure of the market the orders (or the pending part of the order) will automatically lapse.
(b) All orders entered by Constituent, either electronically or otherwise as detailed above, are based upon their own investment decisions and their sole responsibility and will not hold, nor seek to hold PSSB or any of its officers, directors, employees, agents, subsidiaries or affiliates, liable for any trading losses or other losses incurred by Constituent, including in the event that any order is placed by the Constituent on the basis of the Facilities or any information (including any investment information, advice, research reports, or any other information) that may be made available on the Web-Site.
(c)PSSB shall be deemed to not have received any order whether electronically transmitted or otherwise until it has confirmed the receipt of such order as mentioned in sub clause II.ii (a).
(d)The Constituent agrees that placing an order with PSSB, either electronically or otherwise, does not guarantee execution of the order, regardless of the electronic confirmation by PSSB of the receipt of the order and/or its execution and PSSB shall not be liable for any losses, damage or claims on account of the non-execution of any order placed.
(e)The Constituent hereby accepts all responsibility for knowing the status of all corporate benefits like rights and bonus issues, dividends and stock splits of shares he/she/it intends to trade in or held in his/her/its account. The Constituent further accepts all responsibility for knowing the correct ISIN numbers of the shares in his/her/its account and the eligibility of the shares to meet share pay in obligations to the NSE whether received by way of purchases, rights, bonuses, stock splits, off market transfers or otherwise.
(f) Prior to placing an order in connection with the sale/purchase or transfer of any securities in which Constituent requires any form of regulatory or other permission, the Constituent must advise PSSB of the status of the securities and furnish necessary documents including opinions of legal counsel prior to the execution of the order. The Constituent acknowledges and accepts that delays may occur in relation to the processing of such orders, despite the necessary documents being furnished in a timely manner. PSSB may at its sole discretion refuse to execute any such order till it is satisfied about the legality of the transaction. The Constituent is responsible for all costs associated with compliance or failure to comply with all the regulatory requirements and hereby agrees to fully indemnify PSSB from any costs, losses, claims or other liability arising on account of such orders.
II.iii Order Execution
(a)The Constituent agrees and appoints PSSB as its agent to take all necessary measures to complete the transactions and hereby authorises PSSB to make any and all advances and expend monies as may be required.
(b)The Constituent acknowledges that whilst orders are normally routed through the market systems almost simultaneously with the placing of the order, the Constituent is aware that PSSB has provided on the Web-Site a facility for reconfirmation of orders which are larger than those specified by PSSB's risk management policy and is also aware that PSSB has the discretion to reject the execution of such orders based on such risk management policy. PSSB shall not be liable for any delay or cancellation of any order due to the exercise of PSSB's discretion under such policy. The Constituent acknowledges and accepts that PSSB has the sole discretion to reject or cancel any order that may be placed by the Constituent for any reason whatsoever, including for any breach of the Margin requirements as stipulated hereunder in Paragraph II.vi without informing the constituent and PSSB shall not be liable for any losses, damage or claims on account of such rejection or cancellation as the case may be.
(c)The Constituent acknowledges and accepts that the NSE may reject or cancel any trade suo moto without ascribing any reasons therefore and PSSB shall not be liable for any losses, damage or claims on account of such rejection or cancellation as the case may be.
(d)The Constituent further acknowledges and accepts that it will receive the price at which the order was actually executed in the marketplace, which may be different from the price at which the security was traded when the order was entered into PSSB's system.
(e)The cancellations or modifications to orders placed are not guaranteed. Cancellation of orders is possible only if the original order remains pending at the NSE. The cancellation or modification of an order shall be deemed not to have been executed unless a confirmation to such effect is received from PSSB. The Constituent agrees that PSSB shall not be liable for any losses, damage or claims on account of the non-execution or delayed execution of an order of cancellation or modification. Unless otherwise specified by PSSB, any order not executed at the end of the relevant NSE trading day shall stand cancelled. To remove any doubt, it is hereby clarified that an order placed prior to or during the trading day at the NSE, shall not remain valid for execution at any subsequent trading day at the NSE.
(f)The Constituent also accepts responsibility for knowing the trading and settlement cycles of the NSE and the settlements pay in/pay out dates for funds and securities and in the event any trades or transactions are reported late to PSSB on account of any problems at the Exchange or for whatever reason, the Constituent in turn will be subject to late reporting of transactions.
(g)Any errors reported to the Constituent for any reason whatsoever will stand subsequently corrected to reflect the transaction that was effected in the market and the Constituent agrees that PSSB shall not be liable for any damage, loss or claim on account of such error or correction thereof.
(h)The constituent undertakes not to execute transactions for small/big quantities by placing both buy and sell orders resulting in rise or fall of prices of illiquid securities. The above activity if found to raise or depress the 'prices' and/or 'activity of such securities' artificially, will be violation of Rules, Bye- Laws and circulars issued by the Exchange from time to time.
II.iv Purchase of the Admitted Securities
(a)Prior to placing any order for the purchase of any Admitted Security, the Constituent shall ensure that sufficient margin is available in its account with PSSB. The Constituent is responsible for all of their orders, including any orders, which exceed the available margin, credit balances available to its account and are executed by PSSB, inadvertently or otherwise.
(b)Any order accepted and executed, inadvertently or otherwise, without sufficient margin balance will be subject to cancellation or liquidation at PSSB's discretion, unless the Constituent makes good the shortfall in the amount.
(c)The Constituent shall make payment for purchase of securities on very same day. PSSB shall also view on the day to day basis for payments and shall intimate to the Constituent either telephonically or otherwise as required for maintaining the account of outstanding as per NSE rules and the Constituent shall within one day make up the deficiency of balance and bring it to cash credit with the reasonable margin to withstand his future transactions within the 'margin' limit provided herein after on the date intimated by PSSB to the Constituent for the same (the "Intimated Date") and which may be a date which is at least [one] working days in advance of the pay in date of the NSE. In the case where the payment is not made by the Intimated Date, the securities purchased by PSSB on behalf of the Constituent shall be liable to be sold without any further reference to the Constituent and any loss or damage as a result of such sale would be borne solely by the Constituent.
(d)In case of purchase of securities by the Constituent, at times PSSB may be unable to deliver the securities to the said Constituent on the pay out day due to non receipt of the securities from the stock exchange or in case on non receipt of the said securities from another Constituent of PSSB who has sold the securities against the said purchase transaction. In cases of such short delivery, the securities shall be delivered to the Constituent as per the policy of PSSB as amended from time to time. II.v Sale of the Admitted Securities
(a)Prior to placing any order for the sale of any Admitted Security, the Constituent shall ensure that the concerned security is available in sufficient quantity in its/his/her account with PSSB. The Constituent is responsible for all of their orders, including any orders, which exceed the available quantity of the relevant security and are executed by PSSB, inadvertently or otherwise.
(b)The Constituent agrees and hereby authorizes PSSB to block or sell the relevant securities, as standing to its/his/her account, against its/his/her order to sell securities. If its/his/her order gets executed either fully or partially then the securities to the extent sold, would be unblocked on the trade date and the transaction would be effected. The Constituent agrees that it/he/she shall not withdraw/pledge or otherwise use or attempt to withdraw/pledge or otherwise use, the blocked securities. The Constituent hereby authorizes PSSB to dishonour any orders issued against the blocked security.
(c)The Constituent acknowledges and agrees that the proceeds of the sale will not be credited to the margin account of the Constituent until the securities have been delivered to the NSE/clearing house and pay out is received from the NSE/clearing House. The proceeds of all sales will be credited, to the cash credit balances account of the Constituent as maintained by PSSB, directly after settlement date.
(d)The constituent is made aware of the fact that he can put trades in either of sub accounts viz. Investment or Trading and Trading account positions can be taken purely for intra day purposes. All trading account positions have to be compulsorily squared off before the end of the market or any other time as specified by PSSB. In case any outstanding position remains, PSSB will square off the same at the prevailing market price. In case the square off cannot be done, the Trading account will get shifted to Investment account of the Constituent. In case of short position, the Constituent has to arrange the Securities or else the same will be got auctioned. No where is PSSB liable for any losses arising out of the square off process, square off not happening, and auction process. It's on the discretion of PSSB to merge separate accounts as maintained by constituent in separate divisions and/or Accounts maintained with PSSB Group. The constituent agrees to abide by the said arrangement.
(e)The constituent agrees voluntarily that in case the payments of the trading done by him/her/it are not made in time or there is outstanding balance in his/her/its name due towards PSSB then the constituent shall pay interest at the rate of 24% per annum compounded daily basis on the said outstanding amount to PSSB.
(a)The Constituent shall maintain such quantity of securities and such amount of cash credit balances (hereinafter referred to as the "Margin") as required by the applicable statutes, rules, regulations, procedures or as deemed necessary or advisable by PSSB, provided that the Margin shall not at any time be less than [20%] of the price of the Admitted Securities proposed to be purchased or sold. The Constituent agrees that no interest shall be payable on the Margin as maintained with PSSB. The Constituent shall be permitted to trade upto a pre-determined number of times of the Margin and the quantum of such multiple shall be determined at the sole discretion of PSSB.
(b)The margin requirement and squaring up process for offline and online trading is different. The margin in online account will not be considered in the offline account and vice-versa unless specifically directed by Constituent. The accounting process for both accounts is different and is independent of each other.
(c)In case there is any change in policy relating to Risk Management pertaining to margin requirement and squaring up process the same would be reflected in the website http://www.PSSB.com and/or at the registered office and Branches of PSSB and the onus is on the Constituent to keep check, understand, and agree with the Risk Management policy pertaining to margin requirement and squaring up process from time to time.
(d)The Constituent shall also remain in touch with PSSB to keep a regular check on his account and margin requirements, for maintaining sufficient margin with PSSB to undertake any transaction in his a/c in off line and online trading. If PSSB considers it necessary for its own protection, it may require the Constituent to immediately on demand deposit cash or securities to their account prior to any applicable settlement date in order to assure due performance of their open contractual commitments. If Constituent does not provide such additional cash or securities, the Constituent hereby grants to PSSB the right to sell any or all securities extant in their account, buy any or all relevant securities which may be short in their account, cancel any or all open orders and/or close any or all outstanding contracts. The constituent agrees and made aware that in case intra day loss is such that margin position goes down, PSSB can sell any or all securities in the account without giving notice to the constituent as it/he/she is also required to keep track on its/his/her margin position PSSB may do the square off/selling at any time during the day in account.
(e)In addition, Constituent acknowledges and agrees that PSSB may exercise any or all of the above rights, prior to or without any demand, for additional cash or securities, or notice of sale or purchase, or other notice or intimation. Any such sales or purchases may be made at any time at the sole discretion of PSSB on any market where such business is usually transacted, or at public auction or private sale, or PSSB may purchase/sell for its own account. The making/giving of any prior demand or call or notice of the time and place of such sale or purchase shall not be considered as a waiver of any rights of PSSB to sell or buy without any such demand, call or notice, at that time or at any time subsequently.
(f)In addition to the above, if the Constituent does not credit its cash or securities account as maintained with PSSB, to make up any shortfall in the Margin, instantaneously, to enable restoration of the Margin in Constituent's account, the position of the Constituent may be squared off by PSSB, without any further reference to the Constituent and without prior notification, and any resultant or associated losses that may occur due to such squaring off shall be borne by the Constituent, and PSSB is hereby fully indemnified and held harmless by the Constituent in this behalf. In case where the payment by the Constituent towards the Margin is made through a cheque issued in favour of PSSB, any trade would be executed by PSSB only upon the realisation of the funds of the said cheque.
(g)The constituent confirms that he/she/it has understood the risks involved in trading securities on margin and fully agrees to abide by the procedures and policies of PSSB which are listed below: -
-The constituent can lose more funds than the deposit in his/her/its account. The decline in value of securities that are purchased on margin may require the constituent to provide additional funds to PSSB to avoid the forced sale of those securities or other securities or assets in constituent's account(s).
PSSB can force the sale of the constituent's securities or other assets in the constituent account(s). If the equity in constituent account falls below the margin requirements, PSSB can sell the securities held with it to cover margin deficiency. The Constituent will be responsible for the shortfall, if any, in the account even after such a sale.
PSSB can sell constituent's securities or other securities without contacting him/her/it. Some Constituents mistakenly believe that PSSB must contact them for margin call to be valid, and that PSSB cannot liquidate the securities or other assets in their accounts to meet the call unless PSSB has contacted them first. This is not the case. PSSB will attempt to notify the constituents of margin calls, but it is not required to do so. However even if PSSB has contacted the constituent and provided a specific date by which the constituent can meet a margin call, PSSB can still take necessary steps to protect its financial aspects, including immediately selling the securities without notice to the constituent.
The constituent is not entitled to choose which securities or other assets in his/her/it's account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for margin loan, PSSB has the right to decide which securities to sell in order to protect its interests.
PSSB can increase its margin requirements at any time and is not required to provide the constituent with advance written notice. These changes in PSSB's policy often take effect immediately and may result in issuance of margin call. Constituent's failure to satisfy the call may cause PSSB to liquidate or sell securities in Constituent's account (s).
The constituent is not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to constituents under certain conditions, a constituent does not have a right to the extension
(h) Margins in Derivatives Trading:
In the Derivatives segment, the Constituent is liable to pay an initial margin up-front on or before creating a position such margin shall be decided upon by PSSB or the Exchange from time to time. Furthermore, the Constituent is liable to pay (or receive) Daily margins depending on whether the price of the Derivatives contract moves for or against the position undertaken. The Constituent may also be liable to pay with holding margins, special margins or such other margins as considered necessary by PSSB or the Exchange from time to time. PSSB is permitted in its sole and absolute discretion to collect additional margins (even though not imposed by the Derivatives segment, the Clearing House or SEBI) and the Constituent shall be obliged to pay such margins.
(i) Mark to Market Margins in Derivatives: For Derivatives contracts, the Constituent agrees that PSSB shall raise bills on weekly basis. The Constituent also agrees to pay an up-front margin at the beginning of each week that will be sufficient to cover the daily margins for the entire duration of the week. If at any time during the week, the cumulative Mark to Market (MTM) margin falls short Margin available in the Constituent's account, the Constituent agrees to heed PSSB's additional Margin calls. As the up-front weekly margin calls are purely for operational convenience, the Constituent will ensure that the Margins are adequate at all times and will immediately make good any short fall that PSSB may communicate.
(j) Payment by Constituent through Cheque: In case where the payment by the Constituent towards the Margin is made through a cheque issued in favor of PSSB, the said cheque will be credited to the Constituent's account only after realisation of funds in PSSB's bank account.
(k) Margin in form of Securities: The Constituent may place margin with PSSB in form of securities as approved by PSSB. Such securities may, at the discretion of PSSB, be marked under lien in favor of PSSB from the Depository Account of the Constituent or such securities may be placed in a separate Depository account titled 'PSSB' to be earmarked as margin from the Constituent. The Constituent agrees and authorizes PSSB to determine the market value of securities placed as margin after applying a haircut that PSSB deems appropriate. The Constituent's securities are valued at the latest market price available (' Marked to Market') on a continuous basis by PSSB. The Constituent undertakes to monitor the adequacy of the collateral and the market value of such securities on a continuous basis. If due to price fluctuations, there is erosion in the value of margins, the Constituent agrees to replenish any short fall in the value of Margins immediately, whether or not PSSB intimates such shortfall.
(l) Type of Margin:
PSSB may at its sole discretion prescribe the payment of margin in the form of cash instead of securities. The Constituent accepts to comply with PSSB's requirement of payment of margin in the form of cash failing which PSSB may sell, dispose, transfer or deal in any other manner the securities already placed with it as margin or square off all or some of the positions of the Constituent as it deems fit in its discretion without further reference to the Constituent and any resultant or associated losses that may accrue due to such square off/ sale shall be borne by the Constituent, and PSSB is hereby fully indemnified and harmless by the Constituent in this behalf.
(m) Margin Merging: The constituent agrees and empowers/authorize PSSB to act at its discretion of merging balances kept under various accounts held with PSSB such as Online Trading Account, NSDL (or CDSL) DP Account, CM Trading Account and F&O Trading Account etc., to nullify the debit in any other account of the Constituent held with M/s Prem Somani Share Brokers Private Limited without taking any further instructions from the Constituent. Similarly the constituent agrees and empowers/authorize PSSB to merge the securities kept with PSSB in various accounts in order to nullify the debit in any account of the constituent.
(n) The constituent hereby authorize PSSB to change or alter the list of Securities on which margin trading is allowed.
(o) PSSB will pass to the constituent whatever corporate benefits are received from the companies directly like dividends and bonus shares. For other corporate benefits/actions like Rights issues/Open offers etc. where shareholders are required to apply to the company, it is the constituent's responsibility to track announcements of such corporate benefits and then apply to the company if constituent so desires. PSSB shall not be liable for any real/notional loss suffered by the constituent, if constituent fails to apply for such corporate benefits in time for the shares held by PSSB on behalf of the constituent. In some cases, PSSB at the constituent request may apply on behalf of the constituent for a Rights issue/Open Offer for the shares held by PSSB on behalf of constituent. PSSB shall not be liable for any loss/claim whatsoever in case such application is rejected by the Registrar/Company/manager to the issue for any reason.
II.vii Confirmations and Contract Notes
(a) The Constituent is required to ascertain the status of its/his/her order (including any rejection of the same) which would be posted on the relevant sections of the Web-Site or the Constituent may enquire the balance as maintained by PSSB or PSSB shall keep sending the details of contract notes and the status of his account on fortnight basis wherever the Constituent is availing the services of PSSB's 'off-line' from any terminals of PSSB.
(b) Constituent understands that it is its/his/her responsibility to review, upon first receipt, whether delivered to Constituent by mail, by e-mail, or other electronic means, all confirmations, statements, notices and other communications, including but not limited to, margin, maintenance calls, and prospectuses. Notices and other communications may also be provided to Constituent verbally, in writing or by other means.
(c) PSSB shall deliver to the Constituent a contract note of the trades executed on their behalf on the trading date via e-mail/digitally signed document/post or courier or by any of the means of communication specified in clause V.i of this agreement or should post such information on the website. The contract note shall be final and binding proof of the order placed by the Constituent, regardless of any apparent or alleged errors.
(d) All information contained in any confirmation, contract note or other communications shall be binding upon the Constituent in relation to all transactions, whether the orders are given by the Constituent through the Web-Site or by telephonic means or otherwise.
(a) The Constituent agrees to pay the brokerage charges, NSE related charges, statutory charges and any other charges (including but not limited to security handling charges on settlement) as they exist from time to time and as they apply to the Constituent's account, in respect of transactions and services that the Constituent receives from PSSB. The brokerage shall be paid in the manner intimated by PSSB to the Constituent from time to time, including as a percentage of the value of the trade or as a flat fee or otherwise, together with the service tax as may be applicable from time to time on the same. The Constituent further agrees to pay any applicable taxes that may be levied on the transaction.
(b) PSSB shall debit the charges of the depository participant for the trades and the bank charges for the realisation of cheques etc. to the Constituent account.
(c) Notwithstanding anything contained in these Terms, any amounts which are overdue from the Constituent to PSSB will be charged delayed payment charges at the rate of [2%] per month or such other rate as may be determined by PSSB and notified on the web site and the Constituent hereby authorises PSSB to directly debit the same to the account of the Constituent.
II.ix Constituents Margin and Securities Accounts
(a) PSSB shall maintain such books of account in such manner so as to show and distinguish in connection with its business as a trading member broker the moneys and securities received from or on account of each of the Constituents, and the moneys and securities received on its own account.
(b) The Constituent is required to ascertain all ledger balances of moneys and securities standing to its credit, which would be posted only on the relevant sections of the web site, and no separate intimation of the ledger balances of the Constituent in his account would be sent to the Constituent either physically or electronically. The information as contained in the ledger balances shall be binding upon the Constituent and the Constituent hereby agrees that PSSB shall not be liable for any loss, damage or claim on account of any error in the information contained in the ledger balances.
(c) All payments in respect of transaction made by the Constituent to the company shall be payable at Delhi , drafts and cheques in that behalf shall be drawn in favour of the company and shall be payable at Delhi. Final settlement of outstanding account in respect of transactions between the company and Constituent and periodical settlement and termination of contract shall be struck and finalized at the company Head Office at Delhi .
(d) The Constituent hereby authorizes and empowers PSSB to adjust all the debts/credits (funds/stocks) in any of the segment of NSE vis-à-vis F&O, Equity, Depository, Foreign Exchange or with other debit/credit balance of the Constituent with PSSB Group or vice-versa.
(e) The Constituent confirm to maintain running account for funds and securities with PSSB for both segments i.e. Capital Market and F&O segments and the account so maintained shall not be settled on each settlement and the amount payable or receivable shall remain in account subject to fulfillment of margin stipulations as envisaged in the agreement. No interest shall be payable by PSSB on such securities / funds so retained.
(f) All transactions with The Stock Exchange, will be subject to the rules, regulations and Bye-laws of that Exchange apart from the existing terms and conditions as mentioned thereof.
II.xi Set off, lien, pledge
(a) Nothing in the Terms or PSSB-Constituent Agreement shall deprive PSSB of any recourse or right, whether by way of lien, set-off, counter-claim or otherwise against any money or security standing to the credit of the Constituent's account.
(b) All the securities and monies credited to the account of the Constituent as maintained by PSSB shall be subject to a lien for the discharge of any obligation or indebtedness of the Constituent to PSSB. In enforcing the lien PSSB shall have the sole discretion of determining the securities or assets that are to be liquidated and/or appropriated.
(c) PSSB shall have the right to pledge the securities standing to the credit of the Constituent's account for the purpose of raising any finance from any person as may be required to meet the Margin obligations of the Constituent. Further Constituent hereby authorizes PSSB to pledge any securities standing to its credit, to any person, whether received by execution of an order for purchase or blocked pending the fulfillment of an order for sale or kept as margin with PSSB by the Constituent for the purpose of securing to PSSB a credit facility in connection with meeting the margin requirements of any other Constituent, provided that PSSB shall be fully liable for any resultant failure of execution or default on delivery obligations directly caused by such pledge of the securities.
(d) The Constituent shall indemnify and keep indemnified PSSB harmless from and against all claims, demands, actions, proceedings, losses, damages, liabilities, charges, and/or expenses that are occasioned or may be occasioned to PSSB directly or indirectly, owing to bad delivery of shares/securities and/or as a result of fake/forged/stolen shares/securities/transfer documents that are introduced or that may be introduced by or through the Constituent during the course of its dealings/operations on the Exchange. The Constituent confirms having read and understood the terms and conditions of PSSB Constituent Agreement and those relating to various services and products and accepts and agrees to be bound by the terms and conditions including those excluding/limiting PSSB's and Exchange's liabilities.
II.xii Further Documentation
The Constituent agrees to complete any further documentation that may be required in relation to any of the securities dealings or by any of the regulatory authorities or under PSSB's policies as may be notified from time to time or under any law, regulation, guideline, rule, byelaw, order or other edict having the force of law.
II.xiii Compliance with Laws
All transactions that are carried out by and on behalf of the Constituent shall be subject to Government notifications, the rules, regulations and guidelines issued by SEBI, the Reserve Bank of India and the National Securities Depository Limited, the Central Depository Services (India) Limited, the Securities Contracts Regulation Act and the rules made there under, and the byelaws, constitution, rules, regulations, customs and usage of the NSE, if any.
Any and all disputes arising out of or in connection with this agreement or its performance shall be settled by arbitration in accordance with the Bye Laws of NSE as amended from time to time as the case may be;-
III. ADDITIONAL CONDITIONS IN RELATION TO ELECTRONIC ORDERS
III.ii Protection of Constituent's Trading Password
The Constituent shall immediately notify PSSB in writing, delivered via e-mail, Speed Post and Registered AD, if the Constituent becomes aware of any loss, theft or unauthorized use of the Constituent's Trading Password and account number; or any failure by the Constituent to receive an accurate written confirmation of an execution including the contract note for the same; or any receipt by the Constituent of confirmation of an order and/or execution which the Constituent did not place; or any inaccurate information in the Constituent's account balances, securities positions, or transaction history. In the case where the Constituent notifies such loss, theft or unauthorized use of the Constituent's Trading Password to PSSB, PSSB shall suspend the use of the account of the Constituent. However, the Constituent shall be responsible and liable for all transactions that are carried out by the use of the Constituent Trading Password. When any of the above circumstances occur, neither PSSB nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Constituent or to any other person whose claim may arise through the Constituent with respect to any of the circumstances described above.
III.v Trading Password
The Constituent shall use a Trading Password of 6-8 characters in length, which can be a combination of letters and numbers. The Trading Password shall not be a combination relating to name or age or other personal information, which would render it easily deducible. The Constituent is advised to change its Trading Password at least once in fortnight for security purposes. It is also advisable to the constituent that the Trading Password should not to be recorded in written or electronic form and should be kept secret.
III.ix Constituent's Infrastructure
For the purposes of these Terms, it is presumed that the Constituent has all the necessary and compatible infrastructure ready at its end for the purpose of accessing the web site of PSSB prior to accessing the services provided pursuant to these Terms. PSSB will not (and shall not be under any obligation to) assist the Constituent in installing the required infrastructure or obtaining the necessary equipment permits and clearances to establish connectivity or linkages to the web site of PSSB. All communications service charges, levies and fees incurred by the Constituent in accessing the web site or related services will be borne by the Constituent.
V. PSSB-CONSTITUENT COMMUNICATIONS
V.i Form of Communication
Documents, which may be sent exchanged between the parties in any one or more of the following manners
(a) An electronic mail ('e-mail') including any automated replies from the system of PSSB.
(b) An electronic mail attachment, or
(c) In the form of an available download from the web site.
(d) By telephonic information duly recorded.
(e) By courier / speed post containing details of transaction confirmations, account statements requisition of any delivery related documents on the last known address of the Constituent by telegrams/by under certificate of posting/by affixing it on the door at the last known business or residential address.
(f) By post
(g) By registered post
(h) By advertising it, at least one prominent daily newspaper having circulation in the area where the last known business or residential address of the Constituent is there. Any communication sent by PSSB to the Constituent shall be deemed to have been property delivered or served, even if such communication is returned to PSSB as unclaimed/refused/undelivered, if the same is sent to the ordinary business address and/or ordinary place of residence and/or last known address of the Constituent, in any one of the one or more of the ways as mentioned above from (a) to (h).
V.ii Digitally Signed Documents
With the regulatory authorities allowing the usage of digitally signed contract notes and Bills, the constituent specifically authorizes PSSB to make available these digitally signed documents on its portal and also authorizes PSSB to send these documents by e-mail. The constituent further confirms that he/she/it does not need any physical contract notes as PSSB is already making these documents available in a digitally signed format via email to him-her/it/by e-mail and in future shall make it available on PSSB Portal also.
(a) PSSB-Constituent Agreement and access to the use of the Web-Site, the Services, the Facilities and the Content may upon notice of one month be terminated by mutual consent of the Constituent and PSSB.
(b) The termination of PSSB-Constituent Agreement and access to the use of the Web-Site, the Services, the Facilities and the Content will not affect the rights and/or obligations of either PSSB or the Constituent incurred prior to the date of such termination and the parties shall enjoy the same rights and shall have the same obligations in respect of such transactions.
VII. MISCELLANEOUS INFORMATION
VII.ii Third Party Providers/Links
The Web Site may contain links to other web sites on the World Wide Web. PSSB is not responsible for their resources or their content or the availability thereof.
(a) The Visitor shall remain solely responsible for all submissions on and to the Web Site. PSSB is not responsible for the content or message of any submissions. PSSB does not guarantee, and makes no formal representation or warranty as to, the accuracy, veracity or completeness of any information provided by others in any portion or page of the Web-Site, nor does PSSB necessarily endorse, support, sanction, encourage, verify, agree with, or reject, diminish or disagree with, the comments, opinions or statements posted by others on the Web-Site.
(b) While PSSB does not and cannot review every message posted or item submitted to/on the Web-Site, PSSB reserves the right, in its sole discretion, but assumes no duty, to delete, move, or edit submissions that it deems false, inappropriate, abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable, and the Visitor expressly acknowledges and accepts that its submissions may be edited, removed, modified, published, re-published, transmitted and displayed by PSSB in its sole discretion.
(c) The Web Site and its Facilities including the discussion groups and chat rooms shall be used only in a non-commercial manner. No part of the Web Site, discussion groups and/or chat rooms shall be used to solicit Visitors to become users of commercial online information services or for any other commercial services. The Visitor shall not disrupt or interfere with any aspect or element of the Web Site nor shall the Visitor do anything, which, in the sole judgment of PSSB, will restrict or inhibit any other Visitor from using and enjoying the Web Site and/or any of its Facilities. The Visitor shall not, without the express written approval of PSSB, post or otherwise distribute any material containing any solicitation of funds, advertising or solicitation for goods or services. The Visitor shall not copy third party articles into the chat rooms or discussion groups available on the Web Site. No Visitor shall tout or hype a stock or company, or post the same note on multiple occasions in a single day (a practice known as 'spamming'). The Visitor shall not upload to, or otherwise submit or publish through, the Web-Site any content or material which is libelous, defamatory, obscene, pornographic, abusive, or hateful, or which invades anyone's privacy, encourages conduct that would constitute a criminal offense, or otherwise violates any third party rights or local, state, federal or international law or regulation.
(d) Those Visitors with formal connections or affiliations to or with a company being discussed in any forum, including among other things any and all positions of employment, directorships, consultancies and/or substantial share holdings, must identify themselves as such, and disclose such connection or affiliation, within their first post in that topic, company focus, or subject matter.
(e) The author or creator of any and all submissions in print or other forms or other uploads to the discussion groups and/or chat rooms, transfers and assigns to PSSB, by virtue of submission to the Web-Site and this agreement, the entire copyright, throughout the universe, in any and all media and forms of publication, reproduction, transmission, distribution, performance, or display, now in existence or hereafter developed, in such work or other original materials; without separate, retained or reversionary rights being held by such author, creator or other person submitting such work. PSSB may exercise the rights granted herein in such from as it may in its sole discretion determine; such that the submitted material may be published, reproduced, reprinted, distributed, performed, displayed, included in anthologies and compilations, and/or otherwise transmitted (including but not limited to electronic and optical versions and in any other media now in existence or hereafter developed) in whole or in part, whether or not combined with the work of others. In addition, PSSB may use the name and electronic address of the author, creator and/or other person submitting the work in publishing, promoting, advertising, and publicizing their publications and information products and services, and in any merchandising.
VII.iv Warranties of Constituent
(a) The Constituent hereby represents and warrants that the terms and conditions of these Terms have been clearly understood and that the information furnished to PSSB is accurate and truthful.
(b) The Constituent confirms that it/he/she is of legal age and he/she/it has obtained the necessary approvals from the relevant regulatory/ legal and compliance authorities to access the services provided pursuant to these Terms.
(c) The Constituent hereby confirms and warrants that PSSB has put the Constituent on notice that PSSB is engaged in not only Constituent based trading but also in Pro-account trading.
VII.vii Limitation of liability
PSSB does not guarantee, and shall not be deemed to have guaranteed, the timeliness, sequence, accuracy, completeness, reliability or content of market information, or messages disseminated to the Constituent. PSSB shall not be liable for any inaccuracy, error or delay in, or omission of, (1) any such data, information or message, or (2) the transmission or delivery of any such data, information or message; or any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) nonperformance, or (iii) interruption in any such data, information or message, due either to any act or omission by PSSB or to any "force majeure" event (e.g., flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, shut down of systems for any reason (including on account of computer viruses), equipment or software malfunction), any fraud committed by any person whether in the employment of PSSB or otherwise or any other cause beyond the reasonable control of PSSB. The above Force Majeure events do not exempt the Constituent to fulfill the obligations in his/her/its account with PSSB.
VII.viii Interruption in service
PSSB does not warrant that the service will be uninterrupted or error free. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose. The Constituent agrees that PSSB shall not be held responsible for any breakdown of the system either due to the fault of the systems of PSSB or of the Exchanges or otherwise.for any breakdown of the system either due to the fault of the systems of PSSB or of the Exchanges or otherwise.
VII.ix Amendment/ Modification of the Terms
PSSB may at any time amend these Terms, by modifying or rescinding any of the existing provisions or conditions or by adding any new provision or condition, by conspicuously posting notice of such amendment on the web site. PSSB shall not be required to communicate any modification or rescission to the Constituent either through physical or electronic form. The continued use of the services of PSSB after such notice will constitute acknowledgment and acceptance of such amendment. These Terms (as amended or modified from time to time) represent the entire agreement between the Constituent and PSSB concerning the subject matter hereof. However, the Constituent has the right to terminate the agreement through communication in writing as per the termination clause subject to the meeting of the financial and other obligations under this agreement.
If any provisions or of these Terms are held invalid or unenforceable by reason of any law, rule, administrative order or judicial decision by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or terms held invalid. The validity of the remaining provisions and terms shall not be affected thereby and these Terms shall be carried out as if any such invalid or unenforceable provisions or terms were not contained herein.
VII.xi No Assignment
The rights of the Constituent under these Terms are not transferable under any circumstances and shall be used only by the Constituent.
VII.xiii Death or Insolvency
In the event of death or insolvency of the Constituent or of its otherwise becoming incapable of receiving and/or paying for or delivering or transferring securities which the Constituent has ordered to be bought or sold, PSSB may close out the transaction of the Constituent and the Constituent or its legal representative shall be liable for any losses, costs and be entitled to any surplus which may result there from.
VII.xv Foreign Jurisdiction
This service does not constitute an offer to sell or a solicitation of an offer to buy any shares, securities or other instruments to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. This service is not intended to be any form of an investment advertisement, investment advice or investment information and has not been registered under any securities law of any foreign jurisdiction and is only for the information of any person in any jurisdiction where it may be lawful to offer such a service. Further, no information on the Web Site is to be construed as a representation with respect to shares, securities or other investments regarding the legality of an investment therein under the respective applicable investment or similar laws or regulations of any person or entity accessing the Web Site.
(a) Notwithstanding anything contained in these Terms or in PSSB-Constituent Agreement, PSSB/PSSB retains its right to:
(i) In its sole discretion to alter, limit or discontinue the Website or any Materials in any respect. PSSB shall have no obligation to take the needs of any user into consideration in connection therewith.
(ii) Deny in its sole discretion any user access to this Website or any portion thereof without notice.
(b) No waiver by PSSB of any provision of this Agreement shall be binding except as set forth in writing signed by its duly authorised representative.
VII.xvii Other General Terms and Conditions.
(d) The Constituent agrees that any change in their account status or change of address will be immediately informed to PSSB. Unless the Constituent informs PSSB of the change of the address for communication in writing, all notices, circulars, communication or mail sent to the existing address shall be deemed to have been received by the Constituent irrespective of whether they are actually received or not.
(f) The Constituent agrees that they shall not pay any amount in cash to any Sales Representative of PSSB at the time of opening an account or carrying out any transaction in the normal course of the business. PSSB shall not be responsible for any loss on account of cash payment by the constituent being contrary to instruction of PSSB.
(g) The Constituent agrees to accept the format provided by PSSB in order to execute their fax instructions to PSSB.
(h) The Constituent agrees that PSSB will send them communications/letters etc. through courier / messenger/mail or through any other mode at its discretion and PSSB shall not be liable for any loss or delay arising there from.
(i) The Constituent agrees that the Passwords will be dispatched by courier (or any other mode at PSSB's discretion) at their risk and consequence.
(j) The Constituent shall not hold PSSB liable in any manner what so ever in respect of such dispatch of these items.
(k) An account may be opened on behalf of a minor by his/her natural guardian or by a guardian appointed by a court of Competent Jurisdiction. The guardian shall represent the minor in all transactions of any description in the above account until the said minor attains majority. Upon the minor attaining majority, the right of the guardian to operate the account shall cease. The guardian agrees to indemnify PSSB against the claim of above minor for any withdrawal/transactions made by him in the minor's account.
(l) The Constituent agrees and undertakes to ensure that there would be sufficient funds/cleared balance/pre-arranged credit facilities in their account for effecting transactions. The Constituent agrees that PSSB shall not be liable for any consequences arising out of non-compliance by PSSB of my/our/its instructions due to inadequacy of funds and PSSB can at its sole discretion decide to carry out the instructions notwithstanding the inadequacy of funds. PSSB may do the aforesaid without prior approval from or notice to the Constituents and the Constituents shall be liable to repay with interest the resulting advance, overdraft or credit thereby created and all related charges arising thereby @ 24% compounded daily basis. The Constituent hereby authorizes PSSB to directly debit the same to the account of the Constituent at the end of each month. The Constituent also authorizes PSSB to debit charges for Depository Services to the trading account.
(m) The Constituent agrees that PSSB shall not be liable for any damages, losses (direct or indirect) whatsoever, due to disruption or non availability of any of services/facility/s due to technical fault/error or any failure in telecommunication network or any error in any software or hardware systems.
(n) The Constituent agrees that PSSB may disclose customer information, in strict confidence, to any of its agent/s and/or contractors with whom PSSB enters or has entered into any arrangement in connection with providing of services.
(o) The Constituent agrees that PSSB/its directors/employees/associates shall not be responsible for any losses incurred in the share trading transactions and have not promised/guaranted the return on the amount so invested.
PSSB and the Constituent may give notices under these Terms and Conditions:
(a) Electronically to the mailbox of either party. Such notices will be regarded as being in writing. In writing by delivering them by hand or by sending them by post to the last address given by them and in the case of Prem Somani Share Brokers Private Limited to the following address: 211, Laxmi Complex, M.I.Road, Jaipur-302001.
The clause headings in this agreement are only for convenience and do not effect the meaning of the relative clause. The Constituent shall not assign this agreement to anybody else. PSSB may subcontract and employ agents to carry out any of its obligations under this contract.
This agreement is severable in respect of trades/ orders executed by PSSB at NSE or any other Stock Exchange. In the event any provision of the agreement is bound to be invalid or unenforceable in relation to any of the Stock Exchanges at which the trades/ orders are executed, this agreement shall be severable and the same shall continue to be valid and enforceable in relation to other Stock Exchanges. The agreement is being executed in full sense after understanding the reduced terms and conditions herein above.
IN WITNESS THEREOF, the Parties have entered into this agreement the day and year first above written.