1.1 The Member hereby agrees to provide to the Client services in respect of buying, selling and otherwise dealing in securities which are admitted for dealings on the stock exchanges and the Client hereby agrees to avail such services provided by the Member.

1.2 Execution of Order: The Client shall transmit his/her/its orders to the Member through the internet over the Member's web site; or through telephone (as per the predefined procedure of forwarding the order through a phone broking executive in such other manner as the Member may permit) or through any letter or other form of written or oral communication.

1.3 The Client hereby authorises the Member to rely and act on, and treat as fully authorised by and binding upon the Client, any order, instruction or communication (by whatever means transmitted and whether or not in writing) which purports to have been given and which the Member reasonably believes in good faith to have been given by the Client or a person duly authorised to act on behalf of the Client. The Client agrees that he/she/it shall be responsible to the Member for all commitments and obligations made or entered into in the Client's name whether in writing or orally and howsoever communicated or purported to be given as aforesaid.

1.4 The Client shall from time to time notify the Member in writing of the names of the persons who are authorised to give instructions in relation to this Agreement to the Member on behalf of the Client. Until the Member is notified in writing to the contrary, the Member shall be entitled to assume that any of those persons has full and unrestricted power to give such instructions on behalf of the Client. by whatever means transmitted and whether or not in writing) which purports to have emanated and which the Member believes to have emanated from the Client or from any such authorised person and, if the Member acts in good faith on such instructions, such instructions shall be binding on the Client without restriction and the Member shall not be liable for doing so, whether or not the instructions were given by the Client or such authorised persons or otherwise and the Member shall not be under any duty to verify the authenticity of such instructions or the identity of the person(s) giving them.

1.5 Dematerialized Securities: All orders made by the Client shall only be in securities compulsorily traded in the dematerialized form. All deliveries of securities made by or to the Client shall only be in the dematerialized form. The Member shall notify the securities for which this facility is made available from time to time on the web site. The Member should have the right to add or deletes securities for which the facility is made available in its absolute discretion and details of the same would be posted on the web site and the web site and no separate intimation there of will be sent to the Client either physically or electronically.

1.6 Declarations by the Client

The Client hereby confirms and warrants that:

The Member has brought the contents of the risk disclosure document to the notice of the Client and made the Client aware of the said document. The Client confirms that he/she/it has read, understood, appreciated and signed the Risk Disclosure Document appended hereto and understands the trading and risk involved in the purchasing, selling and trading in securities (including entering into various Derivatives contracts),whether such risks are contained in the Risk Disclosure Document or not, and contained in the Risk Disclosure Document or not, and The failure of the Client to understand the risk involved shall not render a contract as void or voidable and the Client shall be and shall continue to be responsible for all the risks and consequences for entering into trades in the segments in which the Client chose to trade.

The Client is fully responsible for all his/her/its investment decisions and trades and in dealing in the Securities. The Client undertakes to be bound by the Risk Disclosure Document and all amendments thereto from time to time and the Client undertakes to continuously remain aware of such amendments.

The failure of a Client to understand the risk involved or the failure of the Member to explain the risk, the Client shall be responsible for all consequences for entering into trades in segment in which the client chose to trade.

The Client hereby authorises the Member to take all such steps on the Clients behalf as may be provisions or to complete or settle any transactions entered into through or with the member or executed by the Member on behalf of the Client, However, nothing herein shall oblige the Member to take such steps. Acting as a Sub Broker the Constituent agrees that he/she/it will not act as Sub-Broker without prior written permission of the Member and without obtaining certificate of registration from Securities and Exchange Board of India (SEBI).

1.7 Information on the web site: The Client agrees that all investment and disinvestment decisions are based on the Client's own evaluation of financial circumstances and investment objectives. This extends to any decisions made by the Client on the basis of any information that may be made available on the web site of the Member. The Client will not hold nor seek to hold the Member or any of its officers, directors, employees, agents, subsidiaries, affiliates or business associates liable for any trading losses, cost of damage incurred by the Client consequent upon relying on investment information, research opinions or advice or any other material/information whatsoever on the web site whether put up by the Member or any other agency. The Member does not represent and shall not be deemed to have represented, that the investment information on the web site is accurate or complete. The Client is aware that any information on the website based on the research of the Member or other external sources is subject to normal variations in the stock market and is merely an estimation of the viability or otherwise of certain investments, and the Member shall not be deemed to have assumed any responsibility for such information. The Client should seek independent professional advice regarding the suitability of any investment decisions. The Client also acknowledges that the Member's employees are not authorised to give any such advice and that the Client will not solicit or rely upon any such advice from the Member or any cf its employees.

1.8 Restrictions on Access to Web Site and Trading: The Client understands that the Member may at any time, at its sole discretion and without prior notice to the Client, prohibit or restrict the Client's access to the use of the web site or related Services and the Client's ability to trade. The Client will bear any loss that he/ she /it may be faced with due to inability to execute further trades on account of such restriction.

1.9 Phone Broking Services: The Client is aware that the Member offer Phones broking services for placing the securities dealing orders through phone broking executives over designated telephone numbers. The Client can place securities dealing orders through telephone by confirming his User ID allotted by the Member at the time of account opening and his personal details as informed by the Client to the Member. The Client shall ensure proper safeguard of the User ID allotted to him and keep his personal details confidential. The Client shall immediately notify the Member in writing, delivered via e-mail and Registered AD, if the Client becomes aware of any loss, theft or unauthorized use to the Client's account/User ID; or any failure by the Client to receive an accurate written confirmation of any execution including the contract note for the same; or any receipt by the Client of confirmation of an order and /or execution which the Client did not place; or any inaccurate information in the Clients account balances, securities position, or transaction history. In the case where the Client notifies such loss, theft or unauthorized use of the Clients User ID to the Member, the Member shall suspend the use of the account of the Client. However the Client shall be responsible and liable for all transaction that are carried out by the use of the Client's Use ID and personal details. When any of the above circumstances occur, neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Client or to any other person whose claim may arise through the Client with respect to any of the circumstances described

In case of phone broking, the Client shall ensure the availability of funds/securities in his/her/its account intimated to the Member, required for meeting his/her/its pay in obligation, at the time of placing the order through phone broking executive. The Member shall not be responsible for any claim, loss damaged arising out of non availability/shortage of funds/securities in the Clients account for meeting the pay in obligation.

The Client understands that placing an order with the Member, including a market order does not guarantee execution of the order. The Member has the absolute right to reject any order that may be made by the Client for any reason whatsoever including for the breach of the requirement of maintaining the prescribed Margin in the Client account or the bank account (in the events that the Client has executed a power of attorney as per the provisions mentioned hereunder).

The Client is required to ascertain the status of his/her/its order (including any rejection of the same) which would be posted only on the relevant sections of the web site, Further the exchanges may cancel the trade summons without giving any reason therefore. The Member shall be entitled to cancel relative contrasts with the Client. The Member shall not be liable for any losses, damages or claims on account of such rejection or cancellation of any trade for any reason whatsoever. Further the Member may at its sole discretion, subject any order made by the Client to manual review and entry which may cause delays in the execution of the Client's orders. In case of phone broking the Clientis required to obtain the confirmation/status of the order executed for the day by calling the phone broking executive with whom he/she/it has placed the order. The Member shall send the confirmation of the order executed in form of the digital contract note to the email address of the Client, as intimated to the Member at the time of account opening, and no further confirmations shall be given by Member.

The Member agrees to inform the client and keep him/her/it apprized about trading / settlement cycles, delivery / payment schedules, any changes therein from time to time, and it shall be the responsibility in turn of the client to comply with such schedules / procedures of the stock exchanges.

The Member of the concerned or their respective registrars shall entertain online transaction request and/or request made through telephone in the manner provided under this agreement.

For change of address or any personal details of the Client, the Client shall send a letter or fax to the Member signed by all the co-holders.

The Client is requested to check up the personal and bank related details provided by him/her. Neither the Member nor any of the employees shall accept any liability which may arise as a consequence of erroneous information provided by the Client.

Neither the Member nor any of its employee/representative shall be liable for any failure to perform its obligations, to the extent that such performance has been delayed, hindered or prevented by systems failure, network, errors, delay or loss of data due to the above and in circumstances of acts of God, floods, epidemics, quarantine, riot or civil commotion and war.

The Member shall provide its services on a best efforts basis. However the Member shall not be liable for failure of the system or for any loss, damage or other costs arising in any way out of:

System failure including failure of ancillary or associated systems, or fluctuation of power, or other environmental conditions; or

Accident transportation, neglect, misuses, errors, frauds of the Client or agents or any third party; or

Any incident, special or consequential damages including without limitation of loss of Profit. The Client further agrees to indemnify the Member for any loss that may arise as a result of systems, failure accident or any of the reasons mentioned above.

The Client shall be bound by the constitution, bye-laws, rules, regulations, and the customs of the stock Exchange. The failure of a Client to understand the risk involved or the failure of a Member to explain the risk to the Client shall not render a contract as void or voidable and the Client shall be and shall continue to be responsible for all the risks and consequences for entering into trades in Derivatives. The Client shall not, acting alone or in concert with others directly or indirectly, hold and control in excess number of permitted futures contracts as fixed from time to time by the Stock Exchanges. The Client shall not exercise a long or short position where, acting alone or in concert with others, directly or indirectly the Client will have exercised in excess of the number of permitted futures contracts as may be fixed from time to time by the Stock Exchange. The Clients hereby authorises the Member at its discretion and if the Member deems fit for its protection to buy, sell, or close out any part or all of the derivative contracts held in the Client's accounts with the Member. Any or all such incidental expenses incurred by the Member will be reimbursed by the Client. The Client shall be liable to pay applicable initial margins, withholding margins, special margins or such other margins as are considered necessary by The Member or the Exchange or as may be directed by SEBI from time to time as applicable to the segment(s) in which the client trades. The Member is permitted in its sole and absolute discretion to collect additional margins (even though not required by the Exchange, Clearing House/ Clearing Corporation or SEBI) and the client shall be obliged to pay such margins within the stipulated time. The Client hereby agrees that payment of margins by the Client does not necessarily imply complete satisfaction of all dues. In spite of consistently having paid margins, the Client may, on the closing of its trade, be obliged to pay (or entitled to receive) such further sums as the contract may dictate / require.

3.1 Margin: The Client shall make the prescribed initial margin in the form of cash and/or in the form of Securities ("the Margin") with the Member simultaneously with the opening of the account. Margin shall be as decided at the sole discretions of the Member. The Margin will not be interest bearing. The Member shall have, at its sole discretion, the irrevocable right to set off a part or whole of the Margin i.e by the way of appropriating of the relevant amount of cash or by sale or transfer of all or some of the Securities which form part of the Margin, against any dues of the Client or of a member of the group of the Client (for the purposes of these Terms, "Group" shall mean all the individuals, group companies, firms, entities and the persons as specified in the schedule to the Member Client Agreement) in the event of the failure of the Client or a member of the Group of the Client to meet any of their respective obligations under these Terms.

The Client is liable to pay an initial margin up-front on or before creating a position in any Derivatives contract. Such margin shall be decided upon by the Member or the Exchanges from time to time. The Client may also be liable to pay withholding margin, special margins or such other margins as are considered necessary by the Member or the Exchange from time to time. The Member is permitted in its sole and absolute discretion to collect additional margin (even though not imposed by the exchanges) and the Client shall be obliged to pay the same.

The client agrees and authorises the Member to determine the market value of securities placed as margin after applying a haircut that the Member may deem appropriate. The client undertakes to monitor the market value of such securities on a continuous basis. The client further undertakes to replenish any shortfall in the value of the margin consequents to a fall in the market value of such securities placed as margin immediately whether or not the member intimates such shortfall.

The Member may at its sole discretion prescribe the payment of Margin in the form of cash instead of or in addition to margin in form of securities. The Client accepts to comply with the Member's requirement of payment of Margin in the form of cash immediately. Without prejudice to The Member's other rights (including the right to refer a matter to arbitration), The Member shall be entitled to liquidate / close out all or any of the client's positions for non- payment of margins or other amount, outstanding debts, etc and adjust the proceeds of such liquidation / close out, if any, against the client's liabilities / obligations. Any and all losses and financial charges on account of such liquidation / closing - out shall be charged to and borne by the client.

The client agrees to abide by the exposure limits. If any, set by The Member or by the Exchange or Clearing Corporate or SEBI from time to time. Any reference in these terms to sell or transfer of Securities by the Member shall be deemed to include sale of the Securities which form part of the Margin maintained by the Client with the Member. In exercise of the Member's right to sell securities under the Agreement, the Client agree that the choice of specific securities to be sold shall be solely at the Member's discretion.

The Client agrees and empowers/authorize the Member to act at its discretion of merging balances kept under various accounts held with the Member such as CM Trading Account and F&O Trading Account, NSDL (or CDSL) DP Account, etc., to nullify the debit in any other account of the Client held with the Member without taking any further instructions from the Client. Similarly the Client agrees and empowers/authorize the Member to merge the securities kept with the Member in various accounts in order to nullify the debit in any account of the Client. The Client hereby authorizes the Member to change or alter the list of Securities on which margin trading is allowed.

3.2 Dealings: The Client is responsible for all orders, including any orders that may be executed without the required Margin (as stipulated by the Member from time to time) in the Client's account or the bank account (in the event that the Client's order is executed a power of attorney in terms of clause 3.1 of this agreement). If the Client's order is executed despite a shortfall in the available Margin, the Client shall, whether or not the Member intimates such shortfall in the available Margin, instantaneously pay additional Margin.

The Client's positions are valued at the latest market price available (mark to market) on a continuous basis by the Member. If on such mark to market, the loss incurred by the Client is more than the Margin available with the Member, the Client shall instantaneously pay additional Margin.

If payment/securities towards the margin or the shortfall in margin is not received instantaneously to enable restoration of sufficient Margin in the Client's account, all or some of the positions of the Client may be squared off or the Securities placed as Margin by the Client may sold off by the Member at its sole discretion, without any further reference to the Client and without prior notification, and any resultant or associated losses that may occur due to such squaring off or sale or securities shall be borne by the Client, and the Member is hereby fully indemnified and harmless by the Client in this behalf.

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 shall obtain such permission before placing of the order and shall furnish necessary documents to the Member 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. The Member may at its sole discretion refuse to execute any such order till it is satisfied of 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 the Member from any costs, losses, claims or other liability arising on account of such orders.

3.3 Execution of Orders Confirmation: The Client understands that placing an order with the Member including a market order does not guarantee execution of the order. The Member has the absolute right to reject any order that may be made by the Client for any reason whatsoever including for the breach of the requirement of maintaining the prescribed margin in the Client account or the bank account.

The Client is required to ascertain the status of his/her/its order (including any rejection of the same)which would be posted only on the relevant sections of the web site, and no separate confirmation of the execution/rejection of the under would be sent to the Client either physically or electronically. Further, the Exchange may cancel the trade suo moto without giving any reason therefore and where the Exchanges cancel trades suo moto, all such trades, including the trades done on behalf of the Client shall ipso facto stand cancelled. The Member shall not be liable for any losses, damage or claims on account of such rejection or cancellation of any trade for any reason whatsoever. Further, the Member may at its sole discretion, subject any order made by the Client to manual review and entry which may cause delays in the execution of the Client's order.

The Client is required to ascertain all ledger balances of Securities in his/her/its accounts which would be posted only on the relevant section of the website and no separate intimation of the ledger balances of the Client in his/ her/its account would be sent to the Client either physically or electronically. Subject to prescribed regulations, depository participant statement will be posted only on the relevant section of the web site and no separate intimation thereof will be sent to the Client either physically or electronically.

In the event of the sale of any Securities by the Member at the request of the Client and the inability of the Member to deliver to the purchaser the securities so sold by reason of the failure of the Client to supply the Member therewith then, and in such event, but subject to the provisions of applicable laws, rules and regulations, the Client authorises the Member to borrow, purchase or otherwise acquire any \Securities necessary to make delivery thereof. Further, the Client accepts liability for any premiums which the Member may be required to pay, and for any losses, costs, charges, expenses or other liabilities whatsoever which the Member may sustain or incur by reason of the Member's inability to deliver the Securities in question.

The Member may, without specific prior reference to the Client, combine for execution the Client's orders with the orders of other clients. Where there are insufficient Securities to satisfy orders so combined, the transaction shall be allocated between clients as the Member thinks fit, due regard being had to the sequence in which such orders were received and fairness to all clients involved. The Member may, without specific prior reference to the Client, combine for execution orders of clients, including any order of the Client, with the Member's own orders or those of any related companies provided that this will not result in a less favorable price being obtained for the Client than would have been achieved had the orders been executed separately and further provided that where tearer insufficient Securities to satisfy the orders so combined, priority shall be given to satisfying the orders of clients.

Without prejudice to any of the Member's other rights, the Member shall be entitled at any time (without liability on the Member's part and without assigning any reason therefore) to refuse to act on any particular instructions (including any instructions countermanding other instructions) from the Client.

Neither the Member nor any of its related companies shall be liable for any loss sustained by the Client, directly or indirectly, if it is prevented from acting as a direct or indirect result of government restrictions, the imposition of emergency procedures or suspension of trading by any relevant exchange, clearing house or other market, civil disorder, acts or threatened acts of terrorism, natural disasters, war, strikes or other circumstances beyond its control.

The Client confirms that the Client is aware that short selling is not allowed in the Stock Exchanges and the Client undertakes not to short sell in the Stock Exchanges. The Client confirms that every sell order the Client asks the Member to execute on the Stock Exchanges will be a "long" sale.

The Member agrees that it shall co-operate in redressing grievance of the client in respect of transactions routed through it and in removing objections for bad delivery of shares , rectification of bad delivery, etc. in respect of shares and securities delivered / to be delivered or received / to be received by the client.

The Member shall continue to be responsible for replacing bad delivering of the client in accordance with applicable "Good & bad delivery norms" even after termination of the agreement and shall be entitled to recover any loss incurred by him in such connection form the client.

3.4 Transaction rates: The Client understands that with respect to any order, the Client will obtain the price at which the order was actually executed in the Market, which may be different from the price at which the Security was trading when the Client's order was entered into the Member's System. By reason of physical restraints on the Stock Exchanges and rapid changes in the prices to Securities that frequently takes place, there may, on occasions, be a delay in making prices or in dealing. The Member may not be able to trade at the prices quoted at any specific time or "at best" or "at market" and the Client agrees to be bound by all transactions executed by the Member in connection with any order. The Member is not liable for any loss arising by reason of its failing, or being unable, to comply with the terms of an order by or on behalf of the Client. Where the Member is unable to perform any order in full, it is entitled to effect partial performance, even without prior reference to or confirmation of the Client.

3.5 Mistaken Orders: The Member shall not be responsible for any order, that is made by the Client by mistake and every order that is entered by the Client through the use of the allotted user name and the security code(s) shall be deemed to be a valid order for which the Client shall be fully responsible.

3.6 Cancellation or Modification of Orders: The execution or order cancellation or modification is not guaranteed. Cancellation of orders is possible only if the original order remains pending at the Exchange. Market orders are subject to immediate execution. The Client shall not presume that an order has been executed or cancelled or modified and the Client is required to verify the status of his/her/its orders on the website in accordance with Clause above. Unless otherwise specified by the Member, any order not executed at the end of the day shall stand cancelled.

3.7 Settlement Calendars and announcement of corporate actions/benefits: The Client accepts 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 on his/her/its account and the eligibility of the shares to meet share pay in obligations to exchanges whether received by way of purchases, right, bonuses, stock spilt, off market transfer otherwise. Member will pass to the Client 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 Client's responsibility to track announcements of such corporate benefits and then apply to the company if Client so desires. The Member shall ensure due protection to the client regarding client's rights to dividends, rights or bonus shares, etc. in respect whom and for whom it may have had transaction in securities. Member shall not be liable for any real/notional loss suffered by the Client, if Client fails to apply for such corporate benefits in time for the shares held by the Member on behalf of the Client. In some cases, Member at the Client request may apply on behalf of the Client for a Rights issue/Open offer for the shares held by Member on behalf of Client. Member 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.

3.8 Brokerage and Other Charges: The Client agrees to pay the brokerage charges, Exchange related charges, Statutory levies, charges and any other charges(including but not limited to security handling charges on settlement) as are prevailing from time to time and as they apply to the Client's account in respect of transaction and services that the Client receives from the Member. The Member agrees that it shall not charge brokerage more than the maximum permissible as per Rules, Regulations and bye laws of the Exchanges/SEBI. The brokerage shall be paid in the manner intimated by the member to the Client from time to time, including as a percentage of the value or the trade or as a flat fee or otherwise, together with the service taxes may be applicable from time to time on the same. The Client further agrees to pay any applicable taxes that may be levied on the transaction.

The Member shall debit the charges of the depository participant for the trades and the bank charges for the realization of cheques etc. to the Client's account.

3.9 Unless otherwise agreed, the Client agrees that when the Member has executed a purchase or sale transaction on behalf of the Client , the Client will, by such time and at such place as may be necessary for the Member to make delivery or payment as required by the Stock Exchange ("due settlement date"), make payment to the Member against delivery of (or credit to the Constituent's account for) purchased Securities, or make good delivery of sold Securities to the Member against payment, as the case may be

3.10 If the Client fails to make such payment or delivery of Securities by the due settlement date the Member is, without prejudice to any other rights it may have pursuant to this Agreement, hereby authorised to: in the case of a purchase transaction, to transfer or sell any such purchased Securities to satisfy the Client's obligations to the Member; or in the case of a sale transaction, to borrow and/or purchase such sold Securities to satisfy the Client's obligations to the Member.

3.11 The Client hereby acknowledges that it will be responsible to the Member for any loss, costs, fees and expenses (including legal expenses on a full indemnity basis) in connection with the Client's failure to meet its obligations by the due settlement dates as described in Clause 2.10.

3.12 The Member may in its absolute discretion determine the priority in the execution of its clients' orders, having due regard to the sequence in which such orders were received and fairness to all clients involved, and the Client shall not have any claim of priority to another client in relation to the execution of any order received by the Member

3.13 The Member and the client agree to reconcile their accounts at the end of each quarter with reference to all the settlements where payout has been declared during the quarter.

3.14 Charges on Delayed Payment: Not with standing anything contained in these Terms, any amounts which are overdue from the Client to the Member will be charged delayed payment charges at the rate of 2% per month or such other rate as may be determined by the Member and Notified on the web site and the Client hereby authorise the Member to directly debit the same to the account of the Client at the end of each month.

3.15 Delayed Reporting of Transactions: If trades or transaction are reported late to the Member on account of any problems at the Exchange or, for whatever reason, the Client in turn will be subject to late reporting of transaction.

In addition, any error reported to the Client for any reason whatsoever will stand subsequently corrected to reflect the transaction that was effected in the Market.

3.16 Pay Out of funds and/or securities: The Client agrees that the Member shall not be obliged to deliver any Securities or pay any Securities or pay any money to the Client unless and until the same has been received by the Member from the Exchange, the Clearing Corporation/House. Unless the member otherwise determines, and subject to the Member's right of set off and other rights, the Securities to be delivered by the Member to the Client pursuant to the Client's purchase transaction shall be credited to the designated depository account of the Client and the sale proceeds by the Member to the Client shall be deposited to the designated bank account of the Client.

3.17 Arrangements with Relationship Bank The Member has relationship with one or more banks ("the relationship Bank"). The web site of the Member has payment window through a link to the web site of the relation bank which provides the facility. In such a case, the Client would make the payment for Securities purchased by him/her/it by crediting the purchase amount (along with the indicated brokerage amount) directly to the account of the Member with the relationship bank by means of a fund transfer on the pay-out date of the relevant exchange on which the relationship bank by means of a fund transfer on the pay-out date of the relevant Exchange on which the sale transaction is carried out. The Member expressly states that the payment gateway mechanism is a service offered by the Banks with whom the Member has established relation for facilitating the transfer of funds between the Client's account and the Member's account. The Member expressly excludes liability for consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated saving which may arise in respect of

(i) the payment gateway services offered by such bank

(ii) the payment Mechanism.

3.18 Lien on Client's Account: All the Securities and monies belonging to the Client in any depository or bank account or in mutual fund units or any other instruments which is under the control of or in the possession of the Member shall be subject to a lien for the discharge of any obligation or indebtedness of the Client or the member of the Client's Group to the Member. In enforcing the lien, the Member shall have the sole discretions of determining the Securities or assets that are to be liquidated.

3.19 (a) The Client hereby acknowledges and agrees to the use of voice recording devices by the Member of any telephone conversation between the Member and the Client and any of the Client's authorised persons, employees, officers or agents, without an automatic tone warning device in order to permit the Member to verify data concerning any matters relating to the purchase and/or sale of Securities.

(b) The Client confirms that the Member may tape record conversations with the Client in order to permit the Member to verify information concerning any matter. The Client agrees to accept the contents of any such recording as final and conclusive evidence of communications from the Client given by the Client or on behalf of the Client in case of dispute.

3.20 Conclusiveness of Records: The Member's own records of the trades/transaction maintained through computer systems or otherwise shall be accepted as conclusive and binding of the Client for all purposes.

3.21 Set off across the Exchange: In the case where the Client or any members of the Clients group maintains separate accounts to which this facilities may be extended by the Member to the Client or on any segment of the Exchange the Client agrees that the Member may set off credit balances of securities and/or funds in one or more of the accounts of the Client or any member of the Client's Group in relation to the said exchange and its segments against the debit balance of securities and/or funds in one or more of the accounts of the Client or any member of the Client's Group in relation to the other exchange and segments of the exchanges.

In case a client is willing to trade through the online system of trading set up by the Member through its web site www.vriddhi.co.in the clients would be required to execute a power of attorney ,the terms of which are detailed herein below :

4.1 Bank Account: If the Client executes a power of attorney in relation to the operation of its bank account, the Member shall be authorised to directly operate the bank account of the Client to the extent necessary to credit and debit the proceeds/dues from the various transaction that are carried out by the Member on behalf of the Client, and also to debit.

(i) Margin due or shortfall in Margin due from the Client, and

(ii) Any other charges or dues from the Client.

The Client also agrees and shall authorise the designated bank to block the required amount in the designated bank account against the desired limits and settlement obligation solely on the instruction from the Member in this regard. once the amounts in the account are blocked, the Member shall if the order of the Client gets executed either fully or partially, instruct the bank to transfer the amount equal to the obligation under the contract to the Member's account on the settlement date or the pay in pay out date and release the balance amount that are blocked in the case where the order of the Client is partially executed of the full amount that is blocked in the case where the order does not get executed. The Client shall not withdraw, issue a cheque or otherwise use the blocked funds in the its account. The Member will not be liable in any manner for any loss or claim that may arise due to any blocking of funds that may be erroneously instructed by the member to the designated bank.

4.2 Depository Account: The Client shall execute a power of attorney (which shall not be revocable during the currency of this Agreement) for the operation of its depository account authorising the Member to directly of relevant securities to the pool account of the Member through the issue of the necessary delivery instruction duly signed on behalf of the Client and to pledge, sale dispose, transfer or deal in any other manner the securities placed by the Client with the Member as margin and lying in the depository account. Notwithstanding the execution of the Power of Attorney, the Client shall also authorise the designated depository to block the securities sold in the designated depository account against the Client's order to sell security. Once the security in the accounts are blocked the member shall, if the order of the Client is executed either fully or partially, instruct the depository participant to transfer the securities which are sold, to the Member's security poll account in time to meet settlement obligation and release the balance security that were block in the case partial execution or all the securities that are blocked in the case of non execution. The Client agrees that it will not be allowed to pledge, instruct transfer or otherwise use the blocked securities in its account. The Client also agrees that the blocking of the securities will be given first priority as against any other instruction issued by it against the blocked securities.

4.3 Freezing of the Accounts: The Client shall be entitled to exercise the right to close/freeze/pledge the accounts with the depository participant and/or the bank, as the case may be, only if there is no obligation pending to be met by the Client to the Member and/or to, any member of the Client's Group in the form of cash and/or security.

5.1 Forms of Communication: Documents which be sent by electronic delivery the parties may be in the form of an electronic mail (including any auto replies form the system of the Member) an electronic mail attachment, or in the form of an available download from the website. The Member shall be deemed to have fulfilled any legal obligation to deliver to the Client any such document if sent via electronic delivery provided however that the notice of termination specified in the terms here in, shall be in writing

5.2 Electronic Communication of Documents: The Member shall send to the Client by electronic means the contract note/trade confirmation of the trades executed bill and account statement. The Client agrees that the Member fulfills its legal obligation to deliver to the Client any such document if sent via electronic delivery. The Client understands that it is his/her/its responsibility to review, upon first receipt, whether delivered to Client by mail, E-mail (including any auto replies from the system of the Member) or other electronic means, all confirmation, statements, notices, contract, bill and other communication. All information contained therein shall be binding upon the Client. If the Client does not object either in writing or via electronic mail, within 24 hours after any such document is sent to the Client, the same shall be deemed to have been correct and the same would be binding on the Client. However, the Member reserves the right, in its absolute discretion, to determine the validity of the Client's objection to the transaction, even though such objection is received after the expiry of 24 hours. The Client agrees that the Member will not be responsible for non-receipt of documents sent via electronic delivery due to change in email address of the Client. The Client also agrees that the Member shall not take cognizance of out of-office/out-of-station auto replies and the Client is deemed to have received such electronic mails.

5.3 Change of Address: Unless the Client informs the Member of the change of the address for communication in writing all notice circulars, communication or mail sent to the existing address shall be deemed to have been received by the Client irrespective of whether they are actually received or not.

5.4 Member's Liability: Under no circumstance shall the Member or involved in creating, producing, delivering or managing the Member's services be liable for any direct, incidental, special or consequential damages that result from the use of or inability to use the service, delay in transaction of any communication, in each case for any reason whatsoever (including on account breakdown in systems) or out of any breach of any warranty or due to any fraud committed by any person whether in the employment of the member or otherwise.

5.5 Default: Whenever the Member deems it necessary for its protection in its sole and absolute discretion; or if, in the Member's opinion, the Client has breached any material term of this Agreement or defaulted in respect of any transaction with the Member or any related companies to which it is a party; or if any representation, warranty or undertaking made in this Agreement or in any document delivered to the Member pursuant to or in connection with this Agreement was when given or hereafter becomes incorrect in any material respect; or for compliance with any rules or regulations of any relevant exchange or clearing house; or in the event that a petition in bankruptcy is filed against the Client or an order is made or resolution passed for the Client's voluntary or compulsory winding up or a meeting is convened for the purpose of considering a resolution that the Client should be so wound up; or in the event that a judicial declaration of incompetence is made in respect of the Client or the Client dies; or any warrant or order of attachment or distress or equivalent order is issued against any of the Client's accounts with the Member or any related companies then all amounts owing by the Client to the Member shall become forthwith payable on demand, and interest will accrue at the rate specified in Clause __ on the amounts outstanding from time to time, and the Member shall be entitled at its absolute discretion, without further notice or demand, forthwith to: satisfy any obligation the CLIENT may have to the Member (either directly or by way of guarantee or other security) out of the sale or other realization, in such manner and upon such terms as the Member may in its absolute discretion decide, of all or any part of any property held by the Member and/or any related companies for any purpose in any account of the Client; cancel any open orders for the purchase and sale of Securities; sell any or all Securities long in any account of the Client; buy any or all Securities which may be short in any account of the Client and exercise its rights under any other provisions of this Agreement. The Member may apply the net proceeds (after deduction of all fees, costs and expenses (including legal costs) incurred in connection with the exercise of any such action referred to in this Clause in reduction of the Client's then outstanding obligations or indebtedness to the Member and/or any related companies. The Client shall at all times be liable for the payment upon demand of any debt or negative balance whatsoever and howsoever arising on any account (including in the event of any liquidation of any such account) together with any cost or expense (including legal costs on a full indemnity basis) incurred by the Member related to the exercise of its rights under this Agreement and for the payment upon demand of any debt or negative balance that may exist after the Member has exercised any of its rights under this Agreement. The Client hereby waives all claims and demands (if any) against the Member in respect of any loss, involuntary or otherwise, directly arising from the exercise by the Member of the powers conferred by this clause, howsoever such loss may have been caused (other than through the willful misfeasance or negligence of the Member or the reckless disregard of the obligations of the Member under this clause), whether in relation to the timing or manner of the exercise of such powers or otherwise. The Member and/or any related companies may purchase the Securities or other assets which are the subject of any sale made pursuant to this clause free from any right of redemption and neither the Member nor any related companies shall be accountable to the Client for any profits, charges or commissions received by any of them or their nominees or agents as a result of the exercise by the Member of powers conferred pursuant to this clause. Information about default in payment /delivery and related aspects by a client shall be brought to the notice of the relevant stock exchange (s). in case where defaulting client is a corporate entity /partnership / proprietary firm or any other artificial legal entity, then the name(s) of the director(s)/ promoter(s) / Partner(s) / proprietor as the case may be, shall also be communicated to the relevant stock exchange(s).

5.6 Amendment/Modification of the Terms: This Agreement can be altered, amended and /or modified by the parties mutually in writing without derogating from the contents of this Agreement. PROVIDED HOWEVER that if the rights and obligations of the parties hereto are altered by virtue of change in Rules and regulation of SEBI or bye law, Rules and Regulations of the stock exchanges or any of them, such changes shall be deemed to have been incorporated herein in modification of the rights and obligations of the parties mentioned in this Agreement.

5.7 Notice/Policies: Certain policies and/or procedures may be further outlined on the Member's web site and material/ literature and frequently asked question (FAQ's) provided to the Client. Through the use of the Member's web site and services the Client agrees to be bound by any and a such notices, polices and terms of doing business.

6.1 Use of Client-ID / Password: The Client confirms and agrees that it will be the sole authorised user of the User name, Password, Customer User Identification Number, Telephone Personal Identification Number (T-Pin) or other identification or security code by whatever name called, to be given to it by the Member to access Member's system or service through Member's web site, over the telephone or in such manner as may be permitted by the Member for availing of the service. The Client accepts sole responsibility for use, confidentiality and protection of the User name Password, Customer User Identification Number, T-Pin or other security code(s) as issued by the Member to the Client from time to time (hereinafter referred to as "security codes" as for all orders and information changes entered into the Client's account using such security codes. The Client shall ensure that such security code(s) is/are not revealed to any third party. If the Client forgets the security code(s) a request change of such security code(s) should be sent to the Member in writing. On receipt of such request the Member shall discontinue the use of the old Security code (s) and shall generated new security code(s) for the Client which shall be communicated to the Client. However the Client shall be responsible and liable for all transaction that are carried out by the use of the only Security code (s) Neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Client or to any person whose claim may arise through the respect to any of the circumstances described above.

6.2 Recording of Password: The Client shall memories the security code(s) and not record it in written or electronic form in the event that the Client does record the security code(s) in written or electronic form he/she/it shall do so at his/her/its sole risk and responsibility.

6.3 Responsibility for use of Security Code(s): Any order entered using the Client's security code(s) either through the web site or through telephone or otherwise or demand to be that of the Client if third parties gain access to the Member's services through the use of the Client's security code (s) the Client will be responsible for the same The Client shall indemnify and keep the Member indemnified and harmless the Member liability, costs or damages arising out of claims or suits by or against such third parties based upon or relating to such access and use of security code since the primary responsibility for such transaction shall be that of the Client. The use and storage of any information including, without limitation, the password portfolio information transaction activity, account balances and other information or order on the Client's personal computer is at the Client's own risk and is the Client's sole responsibility.

6.4 Protection of Security Code(s): The Client shall immediately notify the Member in writing, delivered via-e-mail and Registered AD, if the Client becomes aware of any loss, theft or unauthorized use of the Client's Security code (s) and account number or any failure by the Client to receive the confirmation of an execution including the contract note for the same; or any receipt by the Client of confirmation of an order and/or execution which the Client did not place; or any inaccurate information in the Client's account balances, securities position, or transaction history In the case where the Client notifies such loss, theft or unauthorized use of the Client's Security code (s) password and account number to the Member, it shall suspended the use of the account of the Client, however the Client shall be responsible and liable for all transaction that are carried out by using the Client password. When any of the above circumstances occur, neither the Member nor any of its officers, directors, employees, agents or subsidiaries will have any responsibility or liability to the Client or to any other person whose claim may arise thought the Client with respect to any circumstance described above.

6.5 Communication Equipment of the Client: The Client is responsible for installing and maintaining the communication equipment (including personal computers and modems) and telephone or alternative service required for accessing and using the web site or related service. All communication costs, service charges, levies and fees incurred by the Client in accessing the web site or related services will be borne by the Client.

6.6 Client's infrastructure: For the purpose of these Terms, it is presumed that the Client has all the necessary and compatible infrastructure ready at its end for the purpose of accessing the web site of the Member or contacting the phone broking executive of the Member prior to accessing the service provided pursuant to these terms. The Member will not (and shall not be under any obligation to) assist the Client in installing the required infrastructure or obtaining the necessary equipment permits and clearances to establish connectivity or linkages to the web site of the Member.

6.7 Prevention of Unauthorized Use: The Client will install the necessary safeguards and access restrictions to prevent unauthorized use of Client computer systems or security code and ensure that no unauthorized person can gain access to the computer systems or such security codes.

6.8 Liability for Incorrect Instructions: The Client agrees to fully indemnify and hold harmless the Member for any losses, expenses or other consequences arising from the execution of incorrect/ambiguous or fraudulent instruction that got entered though the system at the Client's end.

6.9 Secure Electronic Records and Digital Signature: In the event that the certifying authorised and other infrastructure contemplated under the information Technology Act, 2000 for ensuring secure electronic records and secure digital signatures is notified by the concerned authorities and the infrastructure to enable the same is in place the Member would have the right to require the Client to authorise the various transaction on the web site by means of such secure electronic records and secure digital signatures and discontinue the usage of the Client password.

7.1 Use of web content: The Client agrees that each participating Exchange or association or agency asserts a proprietary interest in all of the market data it furnishes to parties that disseminate the said data. The Client shall use real-time quotes received on the web site of the Member only for the Client's individual use and shall not furnish such data to any other person or entity. The Client is authorized to use materials which are made available by the Member's web site for the Client's own needs only, and the client is not authorized to resell access to any such materials or to make copies of any such materials for sale or use to and by others. The Client shall not delete copyright or other intellectual property rights notices from printouts of electronically accessed materials from the Member's web site.

7.2 Limitation of liability: I. The Member 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 Client. The Member shall not be liable or 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)Non-performance, or

(iii)interruption in any such data, information or message, due either to any act or omission by the Member or to any "force majeure" event (e.g. flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, shut down of systems for any reason (including on account of computer viruses), equipment of software malfunction), any fraud committed by any person whether in the employment of the Member or otherwise or any other cause within or beyond the reasonable control of the Member.

II.The Member shall not be liable for any inaccuracy, error, false statement, misrepresentation or fraud committed by any sales of other associated/third parties engaged by the Member to promote the services offered by it. The Client agrees that he/she/it places no reliance on such persons and will exercise due care and diligence in relying on any statements made by such persons. Further such persons are not and cannot be construed as agents of the Member.

7.3 Interruption in service: The Member does not warrant that the service will be uninterrupted or error free. The service is provided in an "as in" 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 client agrees that the Member shall not be held responsible for delays in transmission of orders due to breakdown of the system or failure of communication facilities either due to the fault of the systems of the Member or of the Exchanges or otherwise or for any other delay beyond the reasonable control of the Member due to a breakdown or failure of communication facilities or for any other delay beyond the reasonable control of the Member.

7.4 Warranties of Client: The Client hereby represents and warrants that the terms and conditions of these terms have been clearly understood and that the information furnished to the member is accurate and truthful. The Client confirms that 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.

7.5 Indemnity: (i) Though orders are generally routed to the market/place immediately after the time the order is placed by the Client on the system there may be a delay in execution of the order due to any link/system failure at the Client/Member/Exchange's end. The Client hereby specifically indemnifies and holds the Member harmless from any and all claims, and agrees that the Member shall not be liable for any loss, actual or perceived, caused directly or indirectly by government restriction, exchange or market regulation, suspension of trading, war, strike, equipment failure, communication line failure, system failure, security failure on the internet, shut down of systems for any reason (including on account of computer viruses),unauthorised access, theft, any fraud committed by any person whether in the employment of the Member or otherwise or any problem, technological or otherwise that might prevent the Client from contacting the phone brooking services of the Member or entering the Members system or from executing an order or in respect of other conditions.

(ii) The Client further agrees that he/she/it will not be compensated by the Member for any "lost opportunity" viz. notional profits on buy/sell orders which could not be executed due to an reason whatsoever, including but not limited due to time lag in the execution of the order or the speed at which the system of the Member or of the Exchanges is operating, any shutting down by the Member of his/her/its system for any reason of the Member disabling the Client from trading on its system for any reason whatsoever.

(iii) The Client hereby indemnifies and agrees to keep indemnified the Member and its employees, agents or representatives from and against all sums of moneys, actions, proceedings, suits, claims, demands, damages, costs, expenses and any other amounts whatsoever arising out of any default, whether by act or omission, of the Client under the Agreement or anything lawfully done by the Member in accordance with the Agreement or by reason of the Member complying with any direction, request or requirement of the Stock Exchange or other regulatory authority.

(iv) The Client also agrees that the Member shall not be liable to the Client for any losses, costs, expenses, o r o t h e r damages sustained by the Client in the event of any failure or delay by any exchange, market, clearing house, bank or other depository institution where any of the Client's funds or other assets are maintained, or a failure or delay by any member, bank or agent of any of the foregoing, or a failure or delay by any of the foregoing to enforce its rules, to fulfill its obligations, or to make any payment, for any reason whatsoever. The Client waives any claim, cause of action or right as against the Member its employees or agents which may arise or occur as result thereof.

(v) The Client agrees that he/she/it shall not pay any amount in cash to any Sales Representative of the Member's at any time for carrying out any transaction in the normal course of the business. The Member shall not be responsible for any loss on account of cash payment by the constituent being contrary to instruction of Member.

7.6 Death or Insolvency or winding up: (i) The client agrees to immediately furnish information to the Member in writing, if any winding up petition or Insolvency petition has been filed or any winding up or insolvency order or decree or award is passed against him/her/it or if any litigation which may have material bearing on his capacity has been filed against him/her/it.

(ii) In the event of death or insolvency or liquidation of the Client or of his/her/its otherwise becoming incapable of receiving and/or paying for or delivering or transferring securities which the Client has ordered to be bought or sold, the Member may close out the transaction of the Client the Client or his/her/its legal representative(s) shall be liable for any losses, costs and can claim losses, if any, from the estate of the deceased Client and/or the legal representatives who shall however be entitled to any surplus which may result there from.

7.7 Severability: If any provisions of these Terms are held invalid or unenforceable by reason of any law, rule, administrative order or judicial decision by any court, regulatory or self-regulatory agency or body, such invalidity or un enforce ability 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/unenforceable provisions or terms were not contained herein. Words and expressions which are used this agreement, but which are not defined herein shall, unless the context otherwise requires, have the same meaning as assigned thereto in the Rules, Bylaws and Regulations of the exchange(s) and circulars issued thereunder.

7.8 No Assignment: The rights of the Client under these Terms are not transferable under any circumstances and shall be used only by the Client.

7.9 Further Assurances: In connection with this Agreement, as well as all transactions contemplated by this Agreement as offered by the Member from time to time each Party agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate or reasonably requested to carry out or evidence the transactions in respect of the Services availed by the Client from time to time.

7.10 Dispute Resolution: (a) The Member and the Client are aware of the provisions if the bye laws rules and regulations of the Exchanges relating to the resolution of the disputes/differences through the mechanism of arbitration provided by the Exchanges and agree to abide by the said provisions in so far as any disputes under these terms relate to transactions that are to be carried on the exchanges.

(b) The Member hereby agrees that it shall ensure faster settlement of any arbitration proceedings arising out of the transaction entered into between him and the client and that it shall be liable to implement the arbitration awards made in such proceedings.

(c) In so far as any other disputes or differences in connection with these Terms or their performance (other than the disputes referred to in 6.10 (a) above) are concerned such disputes shall, so far as it is possible, be settled amicably between the Parties and in the case where after 30 days of consultation, the parties have failed to reach an amicable settlement, such disputes shall be submitted to arbitration and such arbitration shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996 (the "Arbitration Act") by a panel consisting of a sole arbitrator.

(d) The Member and the client agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman) Regulation, 2003

7.11 Termination: (i) This agreement shall forthwith terminate: if the Member for any reason ceases to be a member of the Stock Exchange including cessation of membership by reason the Member's default, death, resignation or expulsion or if the certificate issued by the Board is cancelled.

(ii) Either party shall be entitled to terminate this Agreement without assigning any reason, after giving notice in writing of not less than one month to the other party.

(iii) Notwithstanding any such termination , all rights, liabilities and obligations of the parties arising out of or in respect of transactions entered into prior to the termination of this Agreement shall continue to subsist and vest in/be binding on the respective parties or his/ its respective heirs, executors, administrators , legal representatives or successors, as the case may be.

7.12 Authorised Representative: The instructions issued by an authorized representative of the Client shall be binding on the Client in accordance with the letter authorizing the said representative to deal on behalf of the Client. The Client is aware that authentication technologies and strict security measures are required for the Internet trading through order routed system and undertakes to ensure that the security code(s) of the Client and / or his/her/its authorised representative. In the event of the authorized representative(s) being replaced, it shall be the responsibility of the inform the Member of the change in writing, failing which the constituent shall be responsible for the trade obligations arising out of the actions of both the old representative as well as the new representative.

7.13 Transactions other than exchange transaction: The Parties acknowledge that the Member's Services involve execution of orders and transactions: (a) On or through an Exchange ("Exchange Transaction") and also

(b) Otherwise than or through an Exchange e.g. transaction in units of Mutual Funds, government securities, commercial paper, certificates of deposits, negotiable instruments and investments and investment in company or bank deposits. ("Off Exchange transactions"). The parties acknowledge and agree that in case of such Off Exchange Transaction, the Exchange provisions would not apply and the provisions on this Agreement shall be construed accordingly. Without prejudice to the generality of the aforesaid, the Parties agree that in case of such off Exchange Transactions: -

(c) The orders and transactions shall not be governed by the Exchange Provisions but by the Member's terms and conditions (including the terms and conditions of the concerned issuer of the Securities, company or other entity or person) and

(d) The provisions of this Agreement which would, be their very nature, apply only to Exchange Transactions,

(e) The member may receive brokerage, commission, or other amounts from the issuer, company or other concerned person or entity (in addition to receiving brokerage or other remuneration from the Client).

8.1 The Constituent hereby undertakes to:

(i) Place the initial and maintenance margin amounts as the Member may specify to the Constituent from time to time, subject to requirements specified by SEBI.

(ii) Authorize retention of the shares with the Member upon the receipt of the same in the pay out from the Stock exchange till the amount due in respect of the said transaction including the dues to the Member is paid in full by the Constituent.

(iii) To pay to the Member-Brokerage, commission, fees, transaction costs, service tax, stamp duty and other taxes/expenses as are prevailing from time to time and as they apply to the Constituent's account, transactions and to the Services that the Member renders to the Constituent.

(iv) Abide by any revision in any of the terms of this agreement as may be agreed between the parties

8.2. Constituent's Warranties: The Constituent warrants, represents and assures the Member that he shall duly observe and perform the conditions and obligations stated herein.

8.3 Member's Representation: The Member represents that on entering into this agreement and deposit of initial margin by the Constituent the Member undertakes to settle the obligation towards the Stock Exchange for and on behalf of the Constituent. The Constituent hereby agrees and authorizes the Member to make such payments on his behalf.

9.1 Mark to Market Margins in Derivatives

For Derivatives contracts, the Constituent agrees that the Member shall raise bills at suitable periodic intervals. 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 the Member'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 the Member may communicate.

9.2 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 the Member, the said cheque will be credited to the Constituent's account only after realization of funds in the Member's bank account.

9.3 Margin Merging

The Client authorises the Member to conduct at any time a credit enquiry or check on the Client for the purpose of ascertaining the financial situation and investment objectives of the Client and the Client shall provide such financial and other information to the Member as may be required by the Member from time to time.

This Agreement 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 as covered under this Agreement are not intended to be any form of any 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 www.vriddhi.co.in is to be construed as a representation with respect to shares, securities or other investment regarding the legality of an investment therein under the respective applicable investment or similar laws or regulations of any person or entity accessing www.vriddhi.co.in.

The Member discloses herewith that it undertakes proprietary trading in addition to Client based trading.

12.1 In this clause:

(i) "Electronic Payment Gateway for Net banking Terms and Conditions" shall mean the terms and conditions as modified from time to time applicable to Electronic Payment Gateway for Net banking offered through the Member in the HDFC or other bank a/c and accepted by the customer;

(ii) "Confidential Information" refers to information obtained by the customer, through the Member, for the effective availment of Services or Payment Instruction Services" Electronic Payment Gateway for Net banking services.

(iii) "Payment Instruction" shall mean an instruction given by a Customer to transfer funds from the Account held by the Customer to the account of the Member.

12.2 Internet: Internet refers to the network of computers/mobile phones/other electronic devices which share and exchange information. The Internet is at once a worldwide broadcasting capability, mechanism for information dissemination, and a medium for collaboration and interaction between individuals and their computers/mobile phones/other electronic devices capable of accessing the Internet without regard for geographic location.

12.3 Electronic Payment Gateway for Net banking Services: Electronic Payment Gateway for Net banking Services is the Member's Service which provides access to account information, the Internet with the help of concerned bank. The terms Electronic Payment Gateway for Net banking and Electronic Payment Gateway for Net banking services/facility may be interchangeably used.

12.4 Customer: Customer refers to any person who has an Member Account and who has been authorised by the Member to avail of the said facility.

12.5 Account: Account refers to the Customer's Savings and/or Current Account to which access is to be obtained through Electronic Payment Gateway for Net banking.

12.6 Personal Information: Personal Information refers to the information about the Customer obtained in connection with Electronic Payment Gateway for Net banking or otherwise.

12.7 Application for Electronic Payment Gateway for Net banking: The Member may offer Electronic Payment Gateway for net banking to select Customers at its discretion in collaboration with the concerned bank. The Constituent agrees that in order to be eligible for Electronic Payment Gateway for Net banking it/he/she would need to be a current Internet user or have access to the Internet and knowledge of how the Internet works and have Net Banking facility with its/his/her bank. The Constituent accepts that the application for Electronic Payment Gateway for Net banking does not automatically imply acceptance by the Member.

12.8 Software: The Member or the concerned bank will advise from time to time the Internet software such as Browsers, which are required for using Electronic Payment Gateway for Net banking. There will be no obligation on the Member to support all the versions of this Internet software. The Constituent agrees that the Constituent shall be responsible for upgrading their software, hardware and the operating system at their cost from time to time so as to be compatible with that of the Member. The Member or the bank shall be at liberty to change, vary or upgrade its software, hardware, operating systems, etc., from time to time and shall be under no obligation to support the software, hardware, operating systems used by the Constituent and that the same shall be their sole responsibility.

12.9 Electronic Payment Gateway for Net banking Service: (a) The Member shall endeavor to provide through Electronic Payment Gateway for Net banking, such services as the Member may decide from time to time. The Member reserves the right to decide the type of services which may be offered on each account and may differ from customer to customer. These facilities shall be offered in a phased manner at the discretion of the Member. The Member may also make additions/deletions to the services offered through Electronic Payment Gateway for Net banking at its sole discretion. The availability/non-availability of a particular service shall be advised through e-mail or web page of the Member or written communication.

(b) In case of Joint accounts and accounts with two or more signatories, the Member will offer such services as restricted by the terms and conditions governing the operation of such accounts.

(c) In case of Minor accounts, the natural guardian undertakes to give all instructions relating to the operation of the account and further undertakes not to reveal the Customer ID and Password to the minor.

(d) The Member shall take reasonable care to ensure the security of and prevent unauthorized access to the Electronic Payment Gateway for Net banking service using technology reasonably available to the Member.

(e) The Constituent agrees that it/he/her shall not use or permit to use Electronic Payment Gateway for Net banking or any related service for any illegal or improper purposes.

12.10 Electronic Payment Gateway for Net banking Access: (a) The Constituent understands that the Member would allot them a Customer-ID and password for their account, which will enable them to have excess to Electronic Payment Gateway for Net banking to perform Net banking for bank account. The Constituent will be required to change the password assigned by the Member on accessing Electronic Payment Gateway for Net banking for the first time. As a safety measure the Constituent changes the password as frequently thereafter as possible. In the absence of any specific request from them for personally collecting the Password, the Password shall be sent to the Constituent by courier at its/his/her risk and consequences to the address notified by them for correspondence, and the Member shall be not liable or held responsible in any manner whatsoever, if the Password falls in the hands of unauthorized person/s.

(b) In addition to Customer-ID and Password the Member may, at its discretion, require the Constituent to adopt such other means of authentication including but not limited to digital certification and / or smart cards. The Constituent agrees that it/he/she shall not attempt or permit others to attempt accessing the account information stored in the computers of the Member through any means other than the Electronic Payment Gateway for Net banking service. The Constituent is aware that the transaction through Electronic Payment Gateway for Net banking can be effected by use of their password for their Member account and passwords for Net Banking for the operation of their bank account for Net Banking. The Constituent shall not request /demand any evidence of proof for transactions undertaken through the Net and the audit trail of the log-in would be conclusive proof to establish that the transactions are bonafide.

12.11 Password: The Constituent understands and agrees that it/he/she must:

(a) Keep the password totally confidential and not reveal the password to any third party

(b) Choose a password that shall consist of a mix of alphabets, numbers and special characters, which must not relate to any readily accessible personal data such as it/his/her name, address, telephone number, driver license etc. or easily guess able combination of letters and number

(c) Commit the password to memory and not record them in a written or electronic form, and

(d) Not let any unauthorized person have access to their computer or leave the computer unattended while accessing Electronic Payment Gateway for Net banking.

(e) In case the Constituent forgets the password for their account in the Member, it/he/she can request for change of the password. Such replacement shall not be construed/deemed as the commencement of a new contract.

12.12 Transaction Processing: All the requests for instantaneous transactions will be given effect to instantaneously. In case requests for effecting any transactions are received on weekly offs/holiday/public holidays, with the member NSE & bank, they shall be effected on the immediately succeeding working day on the terms and conditions prevailing on that day. The Constituent shall not hold the Member or the bank responsible for not processing/effecting any transactions in case the Member does not receive instruction to this effect even though they have forwarded the same. The Constituent hereby agrees to abide by the following terms and conditions in addition to the terms and conditions as applicable to 12.13 Electronic Payment Gateway for Net banking: (a) The Constituent shall be free to utilize the Payment Instruction Services through Electronic Payment Gateway for Net banking for transfer of funds for such purpose, as they shall deem fit.

(b) The Constituent however agrees not to use or permit the use of the Payment Instruction Services or any related services for any illegal or improper purposes. Whilst utilizing the Payment Instruction Services for making any payments for any services obtained whether on-line or otherwise, they shall ensure that.

(c) The Constituent has the full right and/or authority to access and avail of the services obtained and they shall observe and comply with the applicable laws and regulations in each jurisdiction in applicable territories. They shall not access to family/relatives/friends or any other person's account through this gateway facility for transfer of funds and if done so then the Constituent shall be solely responsible for the said transfer of funds. And further undertake if any such claim is made by the third party so effected then they shall be solely responsible and not Member in any manner.

(d) The Constituent shall not involve the Member as a party to such transaction.

(e) The Constituent shall provide the Member with such information and/or assistance as is required by the Member for the performance of the Services and/or any other obligations of the Member under this Agreement.

(f) The Constituent shall not at any time provide to any person, with any details of the accounts held by me/us with the Member including, the passwords, account number which may be assigned to me/us by the Member from time to time.

12.14 Risks: The Constituent hereby acknowledges that it/he/she is availing the Payment Instruction Service at it/his/her risk. These risks would include but not be limited to the following risks:

(a) Misuse of Password: The Constituent acknowledges that if any third person obtains access to their password of the Customer, such third person would be able to provide Payment Instructions to the Member. They shall ensure that the terms and conditions applicable to the use of the password as contained in the Electronic Payment Gateway for Net Banking Terms and Conditions are complied with at all times.

(b) Internet Frauds: The Internet per se is susceptible to a number of frauds, misuse, hacking and other actions, which could affect Payment Instructions to the Member. Whilst the Member shall aim to provide security to prevent the same, there cannot be any guarantee from such Internet frauds, hacking and other actions, which could affect Payment Instructions to the Member. The Constituent shall separately evolve/ evaluate all risks arising out of the same.

(c) Mistakes and Errors: The filling in of applicable data for transfer would require proper, accurate and complete details. For instance, the Constituent is aware that they would be required to fill in the account number of the Member to whom the funds are to be transferred. In the event of any inaccuracy in this regard, the funds could be transferred to incorrect accounts and there is no guarantee of recovery thereafter. The Constituent shall therefore take all care to ensure that there are no mistakes and errors and that the information given by me/us to the Member in this regard is error free, accurate, proper and complete at all points of time. On the other hand in the event of my in this regard is error free, accurate, proper and complete at all points of time. On the other hand in the event of my Account receiving an incorrect credit by reason of a mistake committed by some other person, the Member or the bank shall be entitled to reverse the incorrect credit at any time whatsoever without the consent of the Customer. I/we shall be liable and responsible to Member and accede to accept the Member's instructions without questions for any unfair or unjust gain obtained by me as a result of the same.

(d) Transactions: The transactions, which the Constituent may require, the transfer of the funds may not fructify The Member is merely providing it/him/her services whereby the said funds would be transferred from their.

(e) Technology Risks: The technology for enabling the transfer of funds and the other services offered by could be affected by virus or other malicious, destructive or corrupting code, program me or macro. It may also be possible that the site of the Member or the bank may require maintenance and during such time it may not be possible to process the request of the Customers. This could result in delays in te processing of instructions or failure in the processing of instructions and other such failures and inability. The Constituent understands that the Member disclaims all and any liability, whether direct or indirect, whether arising out of loss of profit or otherwise arising out of any failure or inability by the Member to honor any customer instruction for whatsoever reason. The Constituent understands and accepts that the Member shall not be responsible for any of the aforesaid risks. Constituent also accepts that the Member shall disclaim all liability in respect of the said

(f) Limits: The Constituent is aware that the Member may from time to time impose maximum and minimum limits funds that may be transferred by virtue of the payment transfer service given to it/him/her hereunder. The Constituent realizes and accepts and agrees that the same is to reduce the risks on it/him/her. For instance, the Member may impose transaction restrictions within particular periods or amount restrictions within a particular period or even each transaction limits. The Constituent shall be bound by such limits imposed and shall strictly comply with them.

(g) Indemnity: The Constituent shall indemnify the Member from and against all losses and damages that may be caused as a consequence of breach of any of the Electronic Payment Gateway for Net banking Term and Conditions and the terms and conditions mentioned herein above.

(h) Withdrawal of Facility: The Member shall be entitled to withdraw this service at any time whatsoever

(i) Charges: The Constituent hereby agrees to bear the charges as may be stipulated by the Member from time to time for availing of these services.

(j) Binding nature of above terms and conditions: The Constituent agrees that by use of this facility, the Constituent shall deemed to have agreed to all the above terms and conditions and such terms and conditions shall be bound on it/him/her in the same manner as if it/he/she has agreed to the same in writing.

13.1 Electronic Payment Gateway for Net banking transactions in the Customer's Account(s) are permitted only after authentication of the Customer-ID and Password. The Constituent agrees that they grant express authority to the Member or the bank for carrying out transactions performed by them through Electronic Payment Gateway for Net banking. The Member shall have no obligation to verify the authenticity of any transaction received from the Constituent through Electronic Payment Gateway for Net banking or purporting to have been sent by them via Electronic Payment Gateway for Net banking other than by means of verification of their Customer-ID and the password.

13.2 The display or printed output that is produced by the Constituent at the time of operation of Electronic Payment Gateway for Net banking is a record of the operation of the internet access and shall not be construed as the Member's record of the relative transactions. The Member's or bank own record of transactions maintained through computer systems or otherwise shall be accepted as conclusive and binding for all purposes unless any discrepancy is pointed out within one week from the date of access or from the date of sending the periodical statement, whichever is earlier.

13.3 All transactions arising from the use of Electronic Payment Gateway for Net banking, to operate a joint account, shall be binding on all the joint account holders, jointly and severally.

The Constituent agrees that it/he/she are responsible for the correctness of information supplied to the Member through the use of Electronic Payment Gateway for Net banking or through any other means such as electronic mail or written communication. The Member accepts no liability for the consequences arising out of erroneous information supplied by them. The Constituent agrees that if it/he/she notice any error in the account information supplied to it/him/her through Electronic Payment Gateway for Net banking or by the use of any of the Electronic Payment Gateway for Net banking services, the Constituent shall advise the Member & bank as soon as possible. The Member will endeavor to correct the error promptly.

The Constituent complies with the Terms and advise the Member and the bank in writing under acknowledgment immediately after it/he/she suspect that their Customer-ID or password is known to another person and/or notice an unauthorized transaction in their Electronic Payment Gateway for Net banking account. The Constituent agrees that it/he/she shall be liable for some or all loss from unauthorized transactions in the Electronic Payment Gateway for Net banking accounts if it/he/she has breached the Terms or contributed or caused the loss by negligent actions such as the following:

(a) Keeping a written or electronic record of Electronic Payment Gateway for Net banking password.

(b) Disclosing or failing to take all reasonable steps to prevent disclosure of the Electronic Payment Gateway for Net banking password to anyone including Member staff and/or failing to advise the Member of such disclosure within reasonable time.

(c) Not advising the Member and the bank in a reasonable time about unauthorized access to or erroneous transactions in the Electronic Payment Gateway for Net banking accounts. The Member shall in no circumstances be held liable to the Customer if Electronic Payment Gateway for Net banking access is not available in the desired manner for reasons including but not limited to natural calamity, floods, fire and other natural disasters, legal restraints, faults in the telecommunication network or Internet or network failure, software or hardware error or any other reason beyond the control of the Member. The Member shall under no circumstances shall be liable for any damages whatsoever whether such damages are direct, indirect, incidental, consequential and irrespective of whether any claim is based on loss of revenue, investment, production, goodwill, profit, interruption of business or any other loss of any character or nature whatsoever and whether sustained by the Constituent.

The Client agrees that the Member or its contractors may hold and process the Constituent's Personal Information on computer or otherwise in connection with Electronic Payment Gateway for Net banking services as well as for statistical analysis and credit scoring. The Client also agrees that the Member may disclose, in strict confidence, to other institutions, such Personal Information as may be reasonably necessary for reasons inclusive of, but not limited to, the following:

(a) For participation in any telecommunication or electronic clearing network in compliance with a legal directive.

(b) For credit rating by recognized credit scoring agencies.

(c) For fraud prevention purposes.

The Member shall have the right of set-off and lien, irrespective of any other lien or charge, present as well as future on the deposits held in the Client accounts and stocks whether in single name or joint name(s), group account to the extent of all outstanding dues, whatsoever, arising as a result of the Electronic Payment Gateway for Net banking service extended to and/or used by them.

The grant of facility of Electronic Payment Gateway for Net banking to them is not transferable under any circumstance and shall be used only by the Client.

19.1 The Constituent Client may request for termination of the Electronic Payment Gateway for Net banking facility any time by giving a written notice of at least 15 days to the Member. The Client agrees that he/she/it will remain responsible for any transactions made on their Electronic Payment Gateway for Net banking account(s) through Electronic Payment Gateway for net banking prior to the time of such cancellation of the Electronic Payment Gateway for Net banking Service.

19.2 The closure of all the Accounts of the Client will automatically terminate the Electronic Payment Gateway for Net banking service.

19.3 The Member may suspend or terminate Electronic Payment Gateway for Net banking facilities without prior notice.

19.4 The Member may suspend or terminate Electronic Payment Gateway for Net banking facilities without prior notice

19.5 The Client shall from time to time upon the request of the Member promptly and duly execute and deliver any and all such further instruments and documents that may be required by the Exchanges and/or regulatory authorities or as the Member may deem desirable for the purpose of obtaining the full benefit of this Agreement and of the rights and powers granted under it.

19.6 The Client agrees to immediately notify the Member in writing if there is any change in the information in the Client registration form provided by the Client to the Member at the time of opening of the account or at any time thereafter.

19.7 In addition to the specific rights set out in this Agreement , the Member and the Client shall be entitled to exercise any other rights which the Member or the Client may have under the Rules, Bylaws and Regulations of the exchange and circulars issued there under or Rules and Regulations of SEBI.

19.8 Words and expressions which are used in this Agreement, but which are not defined herein shall, unless the context requires have the same meaning as assigned thereto in the Rules, Bylaws and Regulations of the exchange and circulars issued thereunder.

19.9 The provision of this agreement shall always be subject to Government notification, any rules, regulations, guidelines and circulars issued by SEBI and Rules, Regulation and Bye laws of the relevant stock exchange that may be in force from time to time.

This document is issued by the member of the National Stock Exchange of India (hereinafter referred to as "NSE")/The Stock Exchange, Mumbai (hereinafter referred to as "BSE") which has been formulated by the Exchanges in coordination with the Securities and Exchange Board of India (hereinafter referred to as "SEBI") and contains important information on trading in Equities and F&O Segments of NSE / BSE. All prospective constituents should read this document before trading on Capital Market/Cash Segment or F&O segment of the Exchanges. NSE/BSE/SEBI does neither singly or jointly and expressly nor impliedly guarantee nor make any representation concerning the completeness, the adequacy or accuracy of this disclosure document nor has NSE/BSE/SEBI endorsed or passed any merits of participating in the trading segments. This brief statement does not disclose all the risks and other significant aspects of trading. In the light of the risks involved, you should undertake transactions only if you understand the nature of the investment in Equity shares, derivative or other instruments traded on the Stock Exchange(s), which have varying element of risk, is generally not an appropriate avenue for someone of limited resources/limited investment and/or trading experience and low risk tolerance. You should therefore carefully consider whether such trading is suitable for you in the light of your financial condition. In case you trade on NSE/BSE and suffer adverse consequences or loss, you shall be solely responsible for the same and NSE/BSE, its Clearing Corporation/Clearing House and/or SEBI shall not be responsible, in any manner whatsoever, for the same and it will not be open for you to take a plea that no adequate disclosure regarding the risks involved was made or that you were not explained the full risk involved by the concerned member. The constituent shall be solely responsible for the consequences and no contract can be rescinded on that account. You must acknowledge and accept that there can be no guarantee of profits or no exception from losses while executing orders for purchase and/or sale of a security or derivative being traded on NSE/BSE. It must be clearly understood by you that your dealings on NSE/BSE through a member shall be subject to your fulfilling certain formalities set out by the member, which may entirely include your filling the know your client form, client registration form, execution of an agreement, etc., and are subject to the Rules, Bylaws Before you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for force from time to time. NSE/BSE does not provide or purport to provide any advice and shall not be liable to any person who enters into any business relationship with any trading member and/or sub-broker of NSE/BSE and/or any third party based on any information contained in this document. Any information contained in this document must not be construed as business advice/investment advice. No consideration to trade should be made without thoroughly understanding and reviewing the risks involved in such trading. If you are unsure, you must seek professional advice on the same. In considering whether to trade or authorize someone to trade for you, you should be aware of or must get acquainted with the following:-

20.1 BASIC RISKS INVOLVED IN TRADING ON THE STOCK EXCHANGE (EQUITY AND OTHER INSTRUMENTS)

20.1.1 Risk of Higher Volatility: Volatility refers to the dynamic changes in price that securities undergo when trading activity continues on the Stock Exchange. Generally, higher the volatility of a security/contract, greater is its price swings. There may be normally greater volatility in thinly traded securities/contracts than in active securities/contracts. As a result of volatility, your order may only be partially executed or not executed at all, or the price at which your order got executed may be substantially different from the last traded price or change substantially thereafter, resulting in notional or real losses.

20.1.2 Risk of Lower Liquidity: Liquidity refers to the ability of market participants to buy and/or sell securities /contracts expeditiously at a competitive price and with minimal price difference. Generally, it is assumed that more the numbers of orders available in a market, greater is the liquidity. Liquidity is important because with greater liquidity, it is easier for investors to buy and/or sell securities/contracts swiftly and with minimal price difference, and as a result, investors are more likely to pay or receive a competitive price for securities/contracts purchased or sold. There may be a risk of lower liquidity in some securities/contracts as compared to active securities/contracts. As a result, your order may only be partially executed, or may be executed with relatively greater price difference or may not be executed at all.

20.1.3 Buying/selling without intention of giving and/or taking delivery of a security, as part of a day trading strategy, may also result into losses, because in such a situation, stocks may have to be sold/purchased at a low/high prices, compared to the expected price levels, so as not to have any obligation to deliver/receive a Security.

20.1.4 Risk of Wider Spreads: Spread refers to the difference in best buy price and best sell price. It represents the differential between the price of buying a security and immediately selling it or vice versa. Lower liquidity and higher volatility may result in wider than normal spreads for less liquid or illiquid securities/contracts. This in turn will hamper better price formation.

20.1.5 Risk-reducing orders: Most Exchanges have a facility for investors to place "limit orders", "stop loss orders" etc". The placing of such orders (e.g., "stop loss" orders, or "limit" orders) which are intended to limit losses to certain amounts may not be effective many a time because rapid movement in market conditions may make it impossible to execute such orders.

A "market" order will be executed promptly, subject to availability of orders on opposite side, without regard to price and that, while the customer may receive a prompt execution of a "market" order, the execution may be at available prices of outstanding orders, which satisfy the order quantity, on price time priority. It may be understood that these prices may be significantly different from the last traded price or the best price in that security.

A "limit" order will be executed only at the "limit" price specified for the order or a better price. However, while the customer receives price protection, there is a possibility that the order may not be executed at all.

20.1.6 A stop loss order is generally placed "away" from price current Of a stock / contract, and such order gets activated if and when the stack / contract reaches, or trades through, the stop price. Sell stop orders are entered ordinarily below the current price, and buy stop orders are entered ordinarily above the current price. When the stock reaches the pre-determined price, or trades through such price, the stop loss order converts to a market/limit order and is executed at the limit or better, There is no assurance therefore that the limit order will be executable since a stock / contract might penetrate the pre-determined price, in which case, the risk of such order not getting executed arises, just as with a regular limit order.

20.1.7 Risk of News Announcements: Issuers make news announcements that may impact the price of the securities /contracts. These announcements may occur during trading, and when combined with lower liquidity and higher volatility, may suddenly cause an unexpected positive or negative movement in the price of the security / contract.

20.1.8 Risk of Rumors: Rumors about companies at times float in the market through word of mouth, newspapers, website or news agencies, etc. The investors should be wary of and should desist from acting on rumors.

20.1.9 System Risk: High volume trading will frequently occur at the market opening and before market close. Such high volumes may also occur at any point in the day. These may cause delays in order execution or confirmation.

20.1.10 During periods of volatility, on account of market participants continuously modifying their order quantity or prices or placing fresh orders, there may be delays in order execution and its confirmations.

20.1.11 Under certain market conditions, it may be difficult or impossible to liquidate a position in the market at a reasonable price or at all, when there are no outstanding orders.