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Terms and Conditions

Terms and Conditions

“ORIM ADVISORS PRIVATE LIMITED” a Private Limited Company, incorporated in India under the provisions of The Companies Act, 2013 and having its Registered office at “BUNGALOW NO 13-C, KANCHAN VILLA, GATE NO 3, MINI LAND, NEAR SHIVAJI TALAO, TANK ROAD, BHANDUP WEST, MUMBAI, Mumbai City, Maharashtra, 400078”, having SEBI Registration No: INA000018294 (hereinafter shall be referred to as “ORIM”, which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and assigns).

DEFINITIONS

In these Terms, unless otherwise defined, the following terms shall have the meaning as follows:

Agreement: means the agreement between the Client and ORIM Advisors Pvt. Ltd. arising from the Client accepting these Terms.

Broker: refers to any third-party broker who provides stock broking services to the Client.

Loss or Losses: means any direct, indirect, incidental, special, consequential or exemplary losses, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible Losses (even if ORIM Advisors Pvt. Ltd. has been advised of the possibility of such Losses), claims, penalties, damages, liabilities (including legal and other costs and expenses reasonably incurred while investigating or defending against such loss, claim, damages or liabilities). Losses also include any duties, levies, taxes and cess payable on the Loss;

Portfolio: Means the Securities held by the Client pursuant to investments made using the Product;

Regulations: shall mean the Securities and Exchange Board of India (Investment Advisers Regulations) 2013, as in force from time to time;

Securities: shall have the meaning given to it in Section 2(h) of Securities Contract (Regulation) Act, 1956.

SEBI: means the Securities and Exchange Board of India.

TERM

This Agreement shall come into effect from the Execution Date and shall remain valid and binding upon the Parties, unless terminated by either Party.

APPOINTMENT

In accordance with applicable laws, the Client hereby appoints ORIM, entirely at his/its risk, to render the services of investment advisory and ORIM agrees to such appointment for the fees and on the terms and conditions provided for herein.

RIGHTSOFORIM ADVISORS PVT. LTD.

ORIM Advisors Pvt. Ltd. reserves the right to de-register any user for any reason at any time. ORIM Advisors Pvt. Ltd. can grant differential access with different rights to different Users.

Modification / Alteration of Terms and Conditions:

ORIM Advisors Pvt. Ltd. reserves the right to modify the Terms and Conditions at any time in the future, and the revised terms shall automatically be updated and can be accessed through the web link provided on the webpage accessible to you. Your continued use of ORIM Advisors Pvt. Ltd. following changes to this section will mean that you accept changes to these terms. If you do not agree to the modification, you must discontinue using the services.

Discontinuation or Alteration of Services:

ORIM Advisors Pvt. Ltd. reserves the right to discontinue or alter any or all of its website services, and to stop publishing its website, at any time at its sole discretion without notice or explanation. Save to the extent expressly provided otherwise in these terms and conditions, users will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services or if ORIM Advisors Pvt. Ltd. stops publishing the website.

SCOPEOF SERVICES

ORIM may provide some or all of the following services to the Client:

a. Based on risk profiling of the Client, ORIM would provide investment advisory services by carrying out portfolio review & financial planning. Further, the Client has complete discretion on timing and execution of the transaction(s).

b. With regard to their risk tolerance levels and specific preferences or concerns of the Client, ORIM shall device investment philosophy to achieve long term growth of capital or generate income or both.

c. On periodical basis, ORIM shall carry out risk profiling of the Client using industry recognized tools or such other questionnaire and the Client is obligated to provide such information necessary for risk profiling of the Client. The information derived from risk profiling shall be communicated to the Client after risk assessment has been done. Further, investment advice shall be provided depending on suitability and appropriateness based on Client’s investment objectives, risk tolerance, experience and knowledge of understanding risk by Client(s) and rationale shall be documented towards the same.

d. ORIM’s role is limited to advising the Client(s) and in no event shall be held liable for any claims of losses or damages made by the Client in respect of amount invested or transacted.

e. ORIM does not intend to provide legal, accounting, tax or specific Investment advice. If such advice is required, the services of a competent Professional advisor should be sought.

f. Any information / content in ORIM brochure or any other material or otherwise communicated by ORIM, shall not be treated as substitute for necessary review for validation at the Client(s)

g. ORIM shall at its sole discretion do all other acts as it deems necessary to achieve investment objective of the Client and for fulfilment of any other objective of this Agreement.

THE PRODUCT

The Client understands that the Product is a investment strategy, which creates a portfolio of investment options and allows investors to invest while considering the investor’s risk profile and investment horizon. The product also incorporates a Risk Management System that monitors the investment post-execution and recommends changes to the client, if any. If the Client wishes to use the Product, the Client must get on boarded and complete all the required documentation. The Product provides investment advice to the Client by creating and managing the portfolio of a Client based on information provided by the Client.

RESPONSIBILITIES OF THE CLIENT

The Client shall ensure that information provided to ORIM Advisors Pvt. Ltd. through the Product or otherwise with respect to the Client’s investment objectives, including, but not limited to, period and purpose of investment, income details, existing investments, risk appetite, etc., and other pertinent matters as may be reasonably required by the Investment Advisor from time to time, is clear and accurate. The Client understands and acknowledges that the Portfolio is created based on the information provided by the Client, and ORIM Advisors Pvt. Ltd. shall not be liable to the Client for any Loss arising to the Client as a result of or in connection with the Client providing inaccurate information to the Investment Advisor.

The Client shall provide all information required by ORIM Advisors Pvt. Ltd. to completely know your customer checks as may be required by ORIM Advisors Pvt. Ltd. and/or mandated by the Regulations from time to time.

The Client shall not create any encumbrance, lien, security interest, charge, pledge over or in respect of its Portfolio or any Securities constituting the Portfolio.

The advice and recommendations given to the Client are intended strictly for the Client’s benefit, and no other persons shall be entitled to rely on such information.

The Client is responsible for maintaining the confidentiality of its account and password and for restricting access to its computer to prevent unauthorized access to its account. The Client hereby agrees to accept responsibility for all activities that occur under its account or password. The Client must take all necessary steps to ensure that the password is kept confidential and secure and should inform ORIM Advisors Pvt. Ltd. immediately if the Client has any reason to believe that its password has become known to anyone else or if the password is being, or is likely to be, used in an unauthorized manner. Please ensure that the details provided to ORIM Advisors Pvt. Ltd. are correct and complete, and the Client must inform ORIM Advisors Pvt. Ltd. immediately of any changes to the information
that the Client has provided at the time of registration. The Client agrees and acknowledges that it will use the Services and/or the Product only for personal use and not for business purposes.

DECLARATIONS, REPRESENTATIONS AND WARRANTIES OF ORIM

a. ORIM represents that it has obtained a certificate of registration from Securities and Exchange Board of India under the SEBI (Investment Advisers) Regulations, 2013.

b. That ORIM is duly authorized to execute, perform and deliver the Investment Advisory Agreement.

c. ORIM represents that it shall ensure that in case of any conflict of interest of investment advisory activities with other activities, such conflict of interest shall be disclosed to the client.

d. Investment products advised by ORIM including any financial and non-financial product such as securities (as defined under Section 2(h) of the Securities Contacts (Regulation) Act, 1956 including any amendments thereafter) or financial instrument purchased are subject to investment risk, liquidity risk, default risk, country risk, foreign exchange risk, interest rate risk, political risk, market risk including the possible loss of principal amount invested. Yields or funds past performance should not be considered as an indication or guarantee to future yield or result.

e. ORIM shall comply with the terms of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications, shall follow all compliance and eligibility criteria as specified under the investment adviser regulations at all times, shall follow risk assessment procedure of client including their risk capacity and risk aversion, shall provide reports to clients on potential and current investments shall, shall maintain records i.e. clientwise KYC, 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 compliance with the Securities and Exchange Board of India
(Investment Advisers) Regulations, 2013, shall follow provisions regarding audit as per the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and shall always abide by the Code of Conduct as specified in the Third Schedule of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

ORIM shall maintain client accounts and data as mandated by SEBI under the Investment Advisers Regulations, 2013.

f. ORIM shall advise the client as per his/her risk profile across asset classes into direct schemes/direct codes.

g. Time period for investment advice shall vary as per market cycles and it would not be right to define it. It would also vary as per client risk metrics and financial goals.

h. Every asset class have their inherent risk and probability of downside, we as advisors give no guarantee of returns and client should be prepared to face the downside linked to the risk profile and investment plan.

i. ORIM is carrying on its activities independently at an arms-length basis with its related parties and is adhering to the related party code of conduct. ORIM shall not provide any distribution services, for securities and investment products, either directly or through their group to an advisory client and shall not provide investment advisory services, for securities and investment products, either directly or through their group to any client who is an advisory client.

j. ORIM shall ensure that it will take all consents and permissions from the client prior to undertaking any actions in relation to the securities or investment product advised by the investment adviser.

k. Name of Principal Officer: Vedant Sanjive Kumar Pathella
Email: vedant.pathella@orim.in
The principal officer declares that it adheres and shall continue to adhere to all qualification requirements as specified by SEBI throughout the validity of advisory service.

l. ORIM shall not seek any power of attorney or authorizations from its clients for implementation of investment advice.

DECLARATIONS, REPRESENTATIONS AND WARRANTIES OF CLIENT(S)

a. The Client(s) declares that the Client(s) has complied with and agrees to comply with all statutory formalities and guidelines issued by any regulatory authority to enable to enter into this arrangement with ORIM.

b. The Client(s) hereby declares that the Client(s) are duly authorized, eligible and competent to enter into business relationship with ORIM. Further, Client(s) declares that the Client(s) has not been debarred / suspended or prohibited from carrying on its normal activities and more especially the service governed through this arrangement.

c. The Client(s) hereby declares that the Client(s) have clear ownership of the money / wealth being advised through ORIM and there are no violations of any concerned statutory regulations.

d. The Client(s) declares that in relation to any investment activity carried on by ORIM under this Agreement, the Client shall be responsible for payment of all taxes and making all relevant claims and provide the necessary information to the tax authorities.

e. The Client(s) hereby declares and represents that the Client(s) will, at all times during the existence of this arrangement with be the holder of all registrations and authorization required by any regulatory authority to carry on its activity.

f. The Client(s) shall comply with all applicable laws including but not restricted to the SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Markets) Regulations, 2003, The Prevention of Money Laundering Act, 2002, the Income Tax Act 1961as may be enacted from time to time and the ORIM shall not be responsible for any breach by the Client of such Applicable.

g. In the event of a change in the Client’s constitution or identity by change of name or inter alia, events such as merger, amalgamation, liquidation, winding up, takeover, or change in management, as the case may be, during the term of this Agreement, the Client shall keep ORIM duly informed in writing of such change and provide such information as ORIM may request in this regard. In such an event, the ORIM shall seek advice or appropriate directions where required, under applicable laws with regard to the continuation of this Agreement.

h. The Client(s) shall communicate the Risk Profile Questionnaire Report to ORIM and also required to provide all information pertaining to their investment portfolio or any change thereof. ORIM shall provide investment advice based on the responses provided by the Client(s) in the Risk Profiling and / or Financial Planning / or information provided towards their overall portfolio. The Client(s) understand the risks involved and that no assurance has been given to the Client(s) by ORIM to ensure profits or to avoid losses.

i. On termination of this Agreement, the Client may hold or sell few or all of the investments under ORIM’s advisory services as per Client’s own discretion. In either case, the Client shall pay to ORIM the fees, costs and dues payable, if any.

LIMITATION OF LIABILITY OF ORIM

a. Without prejudice to what is stated above, ORIM shall not be liable for any or by reason of any loss or damage arising to the Client(s) or failure or delay in complying with the instruction of the Client(s), which is caused directly or indirectly by any event or circumstances beyond ORIM control.

b. ORIM shall not be liable for any error or inaccuracies in any of the publicly available information that may be provided for Client(s) by ORIM.

c. Without prejudice to provisions of Clause 9 hereunder, the Client, acknowledges and agrees that the Investment Manager (or its directors, officers, employees, agents, consultants or other representatives) shall not be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other damages (including loss of profits, loss of goodwill, business interruption etc.) for any error of judgment, mistake or for any loss suffered by the Client in connection with the Services or in respect of any matter to which the Agreement relates unless such damage or loss is finally judicially determined to have resulted primarily from the willful misfeasance and bad faith of the Investment Adviser.

CONFIDENTIALITY

a. ORIM and the Client(s) agree and undertake to keep confidential at all times the confidential information furnished by the other Party, including personal financial information provided by the Client, as confidential and will not use such information or advice other than as contemplated by this Agreement or disclose such information or advice to third party without the prior written consent of the providing Party, except as required by law and, with respect to the Advisor, except as may be necessary to perform its services hereunder or otherwise in accordance with its privacy policy.

b. Notwithstanding the foregoing, Client may, however, disclose such information and advice to its directors, officers, employees, partners, affiliates, agents, subsidiaries, advisors, investors or representatives to the extent such disclosure is necessary and appropriate. ORIM may share the Client(s) information for the purpose of taking expert / legal advice, if any, at the Client’s cost as mutually agreed between both the Parties before acting upon.

c. However, the obligation of confidentiality shall not apply to any information which is (a) in the public domain through no fault of the receiving Party, (b) rightfully received from a third party without any obligation of confidentiality, (c) rightfully known to the receiving Party without any limitation on use or disclosure prior to its receipt from the disclosing Party, (d) independently developed by the receiving Party, (e) generally made available to third parties without any restriction on disclosure, or (f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either Party under this Agreement.

TERMINATION

This Agreement will become effective upon its execution and will remain in full force and effect continuously thereafter until terminated. This Agreement may be terminated by either Party at any time, by giving the other Party thirty (30) days prior written notice. Upon termination by either Party, all outstanding fees in accordance to this Agreement due to ORIM at that time shall be settled in full, within the thirty (30) days notice period. Termination of this Agreement will not affect (i) the validity of any action taken previously by ORIM under this Agreement; (ii) liabilities or obligations of the Parties from transactions initiated before termination; or (iii) Client’s obligation to pay advisory fees (pro-rated through the date of termination).

This Agreement shall stand terminated forthwith on occurrence of the following events during the currency of this Agreement:

a) Voluntary / mandatory termination by ORIM.

b) Death or incapacity of the Client.

c) Voluntary / mandatory termination by the client.

d) Suspension or termination of the registration of the ORIM as an Investment Advisor by SEBI or any other competent authority.

e) ORIM rendered incapable of rendering the Services; or Upon termination, the Client or the heirs / successors / permitted assigns of the Client shall settle all dues owed by the Client under this Agreement towards fees, costs, charges and expenses