Draft Investment Advisory Agreement

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT ("Agreement") is made and entered into on this [EFFECTIVE DATE] at [PLACE].

BETWEEN

A) FINSPURT ANALYTICS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013, CIN: U66190MH2025PTC446002 and having its registered office at Office No. 1105, Plot-B, Lodha Supremus, Kolshet Industrial Area Road, Chitalsar Manpada, Thane, Thane, Maharashtra, India, 400607 (hereinafter referred to as "Finspurt" or the "Investment Adviser", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART;

AND

B) [CLIENT NAME], an INDIVIDUAL having PAN No.: [PAN], AADHAR No.: [AADHAR] residing at [CLIENT ADDRESS] (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the OTHER PART.

Finspurt and the Client shall hereinafter be collectively referred to as the "Parties" and individually as a "Party".

WHEREAS

A.     Finspurt is registered with SEBI as an investment adviser under the IA Regulations and undertakes its investment advisory services through a separately identifiable division.

B.     The Client is desirous of obtaining the Services (as defined below) from Finspurt.

C.    The Client has satisfied itself / himself / herself of the capability of Finspurt to provide the Services to the Client.

CONSENTS, DECLARATIONS AND REGULATORY TERMS

1. Consent of the Client

The Client hereby consents to the following understanding:

1.1 I have read and understood the terms and conditions of investment advisory services provided by Finspurt along with the fee structure and mechanism for charging and payment of fee.

1.2 Based on my/our written request to Finspurt, an opportunity was provided by Finspurt to ask questions and interact with persons associated with the investment advice.

2. Declaration from Finspurt

Finspurt hereby declares the following:

2.1 Finspurt shall neither render any investment advice until the Client has signed this Agreement.

2.2 Finspurt shall not manage funds and securities on behalf of the Client and shall only receive such sums of monies from the Client as are necessary to discharge the Client's liability towards fees owed to Finspurt.

2.3 Finspurt shall not, in the course of performing its Services to the Client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the Client that the investment advice is risk-free and/or not susceptible to market risks and/or that it can generate returns with any level of assurance.

3. Most Important Terms and Conditions (MITC)

The following MITC shall form an integral part of this Agreement:

3.1 Finspurt shall only accept payments towards its fees for investment advisory services and is not permitted to accept funds or securities in its account on the Client's behalf.

3.2 Finspurt does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.

3.3 Any assured / guaranteed / fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the Client by Finspurt.

3.4 Investment advice only related to securities shall fall under the purview of SEBI. In case of any services offered by Finspurt related to products / services not under the purview of SEBI, Finspurt shall make disclosure to the Client and take appropriate declaration and undertaking from the Client that such products / services and the services of Finspurt in respect of such products / services do not come under regulatory purview of SEBI and that no recourse is available to the Client with SEBI for grievances related to such products / services or services of Finspurt in respect of such products / services.

3.5 This Agreement is for the investment advisory services provided by Finspurt, and Finspurt cannot execute / carry out any trade / purchase / sale transaction on behalf of the Client without the Client's specific and positive consent on every trade. Thus, the Client is advised not to permit Finspurt to execute any trade on the Client's behalf without explicit consent.

3.6 Fees to Finspurt shall be subject to the maximum amount prescribed by SEBI / IAASB from time to time, applicable only for individual and HUF clients, as set out in the applicable regulatory framework.

3.7 Finspurt may charge fees in advance if agreed by the Client, subject to the period stipulated by SEBI from time to time. In case of premature termination of the investment advisory services by the Client or Finspurt, the Client shall be entitled to seek refund of proportionate fees only for the unexpired period, and Finspurt may retain a maximum breakage fee of not greater than one-quarter fee, where applicable.

3.8 Fees may be paid by the Client through specified modes such as cheque, online bank transfer, UPI, etc. Cash payment is not allowed. Optionally, the Client can make payments through the Centralized Fee Collection Mechanism (CeFCoM), managed by BSE Limited, if Finspurt has opted for such mechanism.

3.9 The Client is required to share financial information, including income, existing investments, liabilities and related details, for the purpose of risk profiling and suitability analysis.

3.10 Finspurt is required to carry out the Client's risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided shall be in line with the assessed risk profile, and Finspurt shall communicate the assessed risk profile to the Client.

3.11 The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of Finspurt or assure returns to the Client.

3.12 The Client is required to keep contact details, including email ID and mobile number, updated with Finspurt at all times.

3.13 Finspurt shall never ask for the Client's login credentials and OTPs for the Client's trading account, demat account and bank account. The Client shall never share such information with anyone, including Finspurt.

4. Definitions

In this Agreement, unless the context otherwise requires:

4.1 "Applicable Laws" means all applicable laws, statutes, ordinances, regulations, guidelines, policies and other pronouncements having the effect of binding law, as applicable, and as interpreted, administered, modified, amended, replaced or re-enacted from time to time.

4.2 "Assets under Advice" or "AUA" means the aggregate net asset value of securities under the purview of SEBI for which investment advice is rendered, subject to the applicable regulatory framework governing fee charging under AUA mode.

4.3 "Fees" means the fees to be paid by the Client to Finspurt in accordance with the terms of this Agreement read with Schedule A for availing the Services.

4.4 "Governmental Approval" means any authorization, approval, consent, license, registration or permit required from any Governmental Authority.

4.5 "Governmental Authority" means any national, federal, state, provincial, local or other government authority, statutory authority, government department, tribunal, court, board, bureau, commission, agency or instrumentality having or purporting to have jurisdiction over any Party and includes SEBI.

4.6 "IA Regulations" means the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and includes all amendments, modifications, re-enactments and applicable circulars, guidelines, notices and master circulars issued thereunder from time to time.

4.7 "Investment Products" means securities and such other instruments / products in respect of which Finspurt is permitted to provide investment advice under Applicable Laws.

4.8 "SEBI" means the Securities and Exchange Board of India.

4.9 "Services" shall have the meaning ascribed to it in Clause 7 of this Agreement.

4.10 References to the singular shall include the plural and vice versa, and references to one gender include all genders.

4.11 “Portfolio Review Service” means a personalised, non-discretionary review of the Client’s existing investments and securities, based on information and documents provided by the Client, comprising analysis of asset allocation, diversification, risk exposure, costs, liquidity, credit quality and suitability, and including advise to hold, sell, purchase, switch, rebalance, consolidate or otherwise modify investments, delivered in the form of a written portfolio review report and/or review discussion as specified in Schedule A.

4.12 The Schedules annexed to this Agreement form an integral part of this Agreement.

5. General Information of Finspurt

The Client hereby takes note of the following information about Finspurt in relation to the Services provided under this Agreement:

6. Appointment of Investment Adviser

6.1 In accordance with Applicable Laws, the Client hereby appoints, entirely at the Client's risk, Finspurt as an investment adviser to provide the Services on a non-exclusive and non-binding basis in accordance with the terms and conditions of this Agreement.

6.2 The Client acknowledges that provision of the Services shall be subject to satisfactory know your client procedure and such other checks as deemed fit by Finspurt from time to time, and agrees to promptly provide all relevant information for such purposes.

7. Scope of Services

7.1 Subject to the terms of this Agreement and the IA Regulations, Finspurt agrees to provide investment advisory services to the Client on a non-exclusive and non-binding basis. Such services (the "Services") shall mean and be limited to advising the Client with respect to the Client's portfolio strategy, investments and/or divestments of Investment Products and/or funds held or to be held by the Client, based on a reasonable assessment of the Client's risk profile, risk appetite, investment objectives and investment policy, if applicable.

7.2 Finspurt shall act solely in its capacity as a non-discretionary investment adviser to the Client and shall not, at any point of time, accept and/or hold in its account any funds and/or Investment Products of the Client.

7.3 Finspurt shall provide the Services to the Client on a continuous basis during the Term of this Agreement, subject to such activities being permitted under the IA Regulations. Finspurt shall act in a fiduciary capacity towards the Client at all times.

7.4 Finspurt shall collect information from the Client including age, investment objectives, income details, risk appetite and such other details as may be required in order to undertake risk profile assessment of the Client. The Client shall be informed of the risk profile assigned once the assessment has been completed.

7.5 The risk profile assessed on the basis of information provided by the Client shall be updated periodically as may be required by Finspurt from time to time.

7.6 The Client understands and agrees that Finspurt does not in any manner: (i) guarantee payment on any Investment Products; (ii) guarantee liquidity of any Investment Products; (iii) make any offer to buy back any Investment Products; (iv) guarantee redemption or repayment of any Investment Products on maturity; (v) guarantee payment of interest or dividend or any other corporate actions for any Investment Products; or (vi) promise, indicate or guarantee any returns.

7.7 It shall be the Client's responsibility to make an independent assessment of any advice or representation provided by Finspurt. The Client has sole discretion to decide whether or not to act upon the advice tendered by Finspurt.

7.8 The Client may seek legal, tax, accounting or financial advice, if required, before making an investment decision.

7.9 The Client may seek advice from persons other than Finspurt for the same Investment Products in respect of which Finspurt has rendered Services.

7.10 The Services provided to the Client need not mirror or be similar to any investments made by any other division of Finspurt and/or its group companies on its own account or with respect to services provided by Finspurt to other clients.

7.11 Any information contained in Finspurt's brochure or other material or otherwise communicated by Finspurt shall not be construed by the Client as the basis of investment, and all decisions to purchase or sell units of Investment Products shall be on the basis of the Client's own judgment.

7.12 Finspurt shall disclose to the Client all such information as is required to be disclosed by an investment adviser to its clients in terms of the IA Regulations, including all material information about itself, such as its business, disciplinary history, affiliations with other intermediaries, as well as any limitations on its liability in the capacity in which it acts under this Agreement.

7.13 Finspurt may, at its discretion, record conversations between the Client and/or the Client's representative and Finspurt over telephone or otherwise and keep records of such conversations, and the Client specifically consents to the same.

7.14 The Parties understand and agree that the Services under this Agreement shall be provided by a separately identifiable advisory division of Finspurt which is segregated from and maintains an arm's length relationship with other divisions engaged in execution / distribution services. The advisory division shall not deal in Investment Products and/or execute trade orders on the Client's behalf and shall not have access to the Client's bank account(s) and/or demat account(s).

7.15 The Client is under no obligation to avail execution / implementation services only from Finspurt or any other broker / service provider.

7.16 Each Party agrees that it has no authority to bind the other Party. The Services are advisory in nature only, and Finspurt shall not make investment decisions on behalf of the Client.

7.17 Finspurt shall, wherever available, advise direct plans / non-commission based products and recommend implementation through direct schemes / direct codes, to the extent applicable.

7.18 For products or services not under the purview of SEBI, if any are covered as part of broader financial planning or related services, Finspurt shall make disclosure to the Client and obtain an appropriate declaration and undertaking from the Client that such products / services and the services of Finspurt in respect thereof do not come under the regulatory purview of SEBI and that no recourse is available to the Client with SEBI for grievances related thereto.

7.19 Finspurt shall disclose to the Client the extent of use of artificial intelligence tools, if any, in providing investment advice, at the time of entering into this Agreement and make such additional disclosure whenever required.

7.20 Without prejudice to the generality of the Services, Finspurt may provide a Portfolio Review Service to the Client, subject to the terms of this Agreement and Applicable Laws. The Portfolio Review Service shall be advisory and non-discretionary in nature. Finspurt shall not have custody of, or control over, the Client’s funds or securities and shall not execute transactions on behalf of the Client in connection with the Portfolio Review Service. The Client shall independently decide whether or not to implement any advise arising from the Portfolio Review Service through an intermediary of the Client’s choice.

8. Functions, Obligations, Duties and Responsibilities of Finspurt

Finspurt, including the principal officer and all persons associated with the investment advice, shall undertake the following functions, obligations, duties and responsibilities:

8.1 Comply with the provisions of the IA Regulations and any further amendments, rules, circulars and notifications issued from time to time.

8.2 At all times be in compliance with the eligibility criteria required under the IA Regulations for registration and performance of duties as an investment adviser.

8.3 Conduct risk assessment of the Client by collecting information regarding investment objectives, liquidity needs, investment experience and expertise, financial situation and risk tolerance of the Client.

8.4 In the case of non-individual clients, seek the investment policy as approved by the board / management team of such client. Finspurt shall have discretion not to onboard non-individual clients if it is unable to undertake proper risk profiling in the absence of such policy or relevant excerpts.

8.5 Provide reports such as portfolio investments, research reports and such other reports to the Client on potential and current investments on a periodic basis.

8.6 Maintain records as prescribed under the IA Regulations, including KYC records, risk profiling and risk assessment, suitability assessment, copies of agreements, investment advice rendered, rationale for advice and registers / records containing the list of clients, date of advice, nature of advice, products / securities advised and fees charged.

8.7 Maintain records of interactions with all clients, including prospective clients prior to onboarding, where any conversation related to advice has taken place, in legally verifiable form including physical record, telephone recording, email, SMS or any other legally verifiable record, beginning from first interaction and continuing till completion of advisory services.

8.8 Where implementation / execution services are provided in a manner permitted under law, maintain call recording of every consent for implementation / execution obtained from the client if advice / execution is given through telephone call, with time stamp for clear audit trail.

8.9 Maintain records for a period of five years or for such longer period as required in case of dispute or specific regulatory direction.

8.10 Comply with audit requirements as prescribed under the IA Regulations.

8.11 Undertake to abide by the Code of Conduct as specified in the Third Schedule of the IA Regulations.

9. Investment Objectives and Guidelines

9.1 Finspurt shall provide the Services to the Client in relation to Investment Products and undertake that, to the extent applicable, it shall advise implementation of advice in securities through direct schemes / direct codes wherever available and such other specifications / restrictions on investments, if any, as notified by the Client in writing.

9.2 Finspurt shall follow the investment strategy as agreed with the Client in the relevant documents signed by the Client.

9.3 Finspurt is not a tax adviser. The Client shall consult the Client's own tax advisers on tax-related aspects relating to investments, including any taxes payable in relation to the fees charged under this Agreement.

9A. Portfolio Review Service

9A.1 The Portfolio Review Service shall be based on the portfolio information, statements, valuations, tax details and other documents supplied by the Client or obtained from sources reasonably believed to be reliable as of the Review Date specified in the portfolio review report.

9A.2 The Client represents and warrants that all information, documents and data provided for the purpose of the Portfolio Review Service are complete, accurate, current and not misleading. Finspurt shall rely on such information in good faith and shall not be responsible for consequences arising from incomplete, inaccurate, delayed or outdated information supplied by the Client.

9A.3 Each Portfolio Review shall be a point-in-time assessment as of the Review Date. Any transaction, market movement, corporate action, change in taxation, change in law or change in the Client’s circumstances after the Review Date may affect the continuing suitability of the recommendations contained in the portfolio review report.

9A.4 The Portfolio Review Service does not include execution of trades, custody of funds or securities, broking, portfolio management, tax filing, legal advice, accounting advice, insurance advice, lending advice, valuation of unlisted assets, verification of ownership, forensic investigation or independent audit of statements.

9A.5 The Portfolio Review Service is based on reasonable analysis of the information available to Finspurt and does not constitute a guarantee of returns, preservation of capital, outperformance, achievement of financial goals, tax savings, liquidity, redemption, repayment or avoidance of loss. Past performance and historical data are not indicative of future results.

9A.6 Any recommendation provided as part of the Portfolio Review Service is non-binding and may be accepted, rejected or modified by the Client. The Client is solely responsible for implementation decisions, transaction timing, order placement, payment of charges and taxes, and compliance with applicable investment, tax and legal requirements.

9A.7 Finspurt shall not request or retain the Client’s trading-account, demat-account or bank-account passwords, PINs, OTPs or other authentication credentials. The Client shall not share such credentials with Finspurt or any person claiming to act on its behalf.

9A.8 Finspurt shall disclose any actual or potential conflict of interest, including any holding, position, relationship, remuneration, referral arrangement or other benefit relating to a security, product, issuer, intermediary or service referred to in the Portfolio Review.

9A.9 Unless the Client has selected a continuing advisory plan, the Portfolio Review Service is a point-in-time service and does not constitute ongoing monitoring, rebalancing, alerts, follow-up advice or periodic review.

10. Risk Factors Associated with Investments

10.1 The Client understands that the Investment Products advised by Finspurt are subject to investment risks, including the possible loss of principal amount invested.

10.2 The value of Investment Products may fluctuate, and if the Client redeems any Investment Products, the Client may receive an amount that is more or less than the amount invested depending upon market value at the time of redemption / sale.

10.3 Past performance is not a guarantee of future performance.

10.4 A detailed statement of risks associated with each type of investment covering the standard risks associated with each type of investment in Investment Products is set out in Schedule B.

10.5 In addition to the risks described in this Clause and Schedule B, the Client acknowledges that a Portfolio Review Service is based on information supplied by the Client and market conditions as of the Review Date. Changes in portfolio composition, market prices, economic conditions, taxation, laws, regulations or the Client’s circumstances after the Review Date may render the recommendations unsuitable or require modification. The Client is responsible for periodically reviewing the portfolio and seeking updated advice where appropriate.

11. Validity of Advisory Services

This Agreement shall commence and be in full force from the Effective Date and shall continue until terminated in accordance with Clause 13 below (the "Term").

12. Amendments to the Agreement

No modification or amendment of this Agreement shall be binding unless made specifically in writing by the mutual consent of the Parties. Any such amendment shall not dilute the provisions of the IA Regulations and circulars issued thereunder, including the mandatory terms and conditions and MITC.

13. Termination

13.1 Either Party may terminate this Agreement for any reason whatsoever by providing a prior written notice of not less than 30 (thirty) days to the other Party.

13.2 Either Party may terminate this Agreement with immediate effect by written notice in the following circumstances:

(a) violation of any terms of this Agreement;

(b) any representation or warranty made by either Party under this Agreement is found to be misleading or untrue in any material respect;

(c) either Party becomes insolvent, goes into liquidation, enters into any arrangement or composition with its creditors, commits any act of insolvency, files for bankruptcy or is in the process of doing so;

(d) either Party, due to its acts and deeds, jeopardizes the rights of the other Party; or

(e) any action taken by any regulatory or governmental body prohibits any Party from performing its obligations under this Agreement.

13.3 The Client shall be entitled to terminate this Agreement if Finspurt is unable to provide the Services due to any change in law or revocation, suspension or cancellation of registration as investment adviser under the IA Regulations.

13.4 In case of suspension of the certificate of registration of Finspurt, the Client may be provided the option to terminate the Agreement.

13.5 Finspurt may discontinue or terminate the Services if continuation is not permissible under Applicable Laws.

13.6 This agreement lapses after the tenure of the subscription or service that the client has paid by a fee as per the terms of this agreement, tenure for which shall be as per the invoice as shared by Finspurt to the client after the payment.

14. Implications of Amendment and Termination

14.1 All rights and obligations accrued prior to termination shall continue to be governed by this Agreement notwithstanding termination.

14.2 Upon termination, any accrued fees or charges due to Finspurt shall be payable by the Client, subject to the refund provisions below.

14.3 If Finspurt has received any fees in advance from the Client, Finspurt shall refund such fees on a pro-rata basis for the unexpired period, subject to the applicable regulatory framework and breakage fee provisions where applicable.

14.4 Upon termination, Finspurt and the Client shall take all necessary steps to close and/or transfer the accounts maintained in relation to the Services within a reasonable period. If required by the Client, Finspurt shall extend reasonable co-operation in relation to transition support.

14.5 Clause 13 (Termination), Clause 14 (Implications of Amendment and Termination), Clause 20 (Maintenance of Accounts and Confidentiality), Clause 22 (Liability of Finspurt), Clause 26 (Governing Law, Jurisdiction and Settlement of Disputes) and Clause 31 (Correspondence) shall survive termination of this Agreement.

15. Relationship with Related Parties

15.1 Finspurt declares that it is carrying on its investment advisory activities independently and on an arm's-length basis with its related parties.

15.2 Finspurt ensures that any conflict of interest that arises shall be disclosed to the Client.

15.3 Finspurt agrees and undertakes to maintain an arm's-length relationship between its activities as an investment adviser and its other activities.

16. Finspurt Engaged in Other Activities

16.1 Finspurt represents that it shall not provide any distribution services for securities and investment products, either directly or through its group, to an advisory client.

16.2 Finspurt represents that it shall not provide investment advisory services for securities and investment products, either directly or through its group, to a distribution client.

17. Representation to Client

Finspurt agrees that it shall not act without obtaining all the consents and permissions from the Client prior to undertaking any actions in relation to the Investment Products advised by Finspurt.

18. No Right to Seek Power of Attorney

Finspurt declares that it shall not seek any power of attorney or authorizations from the Client for implementation of investment advice provided under this Agreement.

19. No Conflict of Interest

19.1 Finspurt declares that it shall disclose all conflicts of interest as and when they arise and shall not derive any direct or indirect benefit out of the Client's securities / investment products.

19.2 Any separate services provided by Finspurt and/or its group companies to the Client shall be governed by separate contractual arrangements and shall not be construed as flowing from this Agreement.

20. Maintenance of Accounts and Confidentiality

20.1 Finspurt shall maintain all details of the Client as mandated under the IA Regulations and maintain confidentiality of information, data, reports and records pertaining to the Client, except as required under law / regulatory requirements or with the express permission of the Client.

20.2 The Client shall treat as confidential any confidential information learned or received about Finspurt, including its investment strategy, holdings, products or services, during and after the relationship under this Agreement, except as required under Applicable Laws or with Finspurt's prior written consent.

20.3 The confidentiality obligations shall not apply to information that is publicly available otherwise than as a result of breach, is received from a third party entitled to disclose it, or is disclosed to competent authorities or tribunals in accordance with Applicable Laws.

20.4 The Client agrees that personal data / information and account information, reports or records may be used by Finspurt and recipients having a bona fide need to know such information for purposes including provision of services, data processing, statistical / risk analysis, anti-money laundering checks, determining indebtedness, legal / regulatory disclosures, assignment or transfer evaluation and incidental purposes relating to provision of advisory services, subject to confidentiality obligations.

20.5 The Client understands that failure to supply information or data may result in Finspurt not being able to open, continue or establish accounts for, and/or provide Services to, the Client.

20.6 Finspurt may use the Client's personal data / information to market products and services to the Client, and the Client has the right to request cessation of such use.

20.7 This Clause 20 shall survive termination of this Agreement for five (5) years after such termination.

21. Terms of Fees and Billing

21.1 As consideration for the Services, the Client shall pay Finspurt the Fees set out in Schedule A.

21.2 The fee-related provisions such as fee limit, mode of payment of fees, refund of fees, advance fee and breakage fee shall apply in accordance with the applicable regulatory framework. For individual and HUF clients who are not accredited investors, the applicable limits under the current framework include:

(a) under AUA mode, a maximum of 2.5 percent of AUA per annum per family of client across all services offered by the investment adviser; or

(b) under fixed fee mode, a maximum of INR 1,51,000 per annum per family of client across all services offered by the investment adviser.

21.3 The fee limits do not include statutory charges.

21.4 The fee limits apply only in respect of investment advice related to securities under the purview of SEBI.

21.5 The fee limits do not apply to non-individual clients and accredited investors, and in such cases fee-related terms and conditions shall be governed by bilaterally negotiated contractual terms.

21.6 If agreed by the Client, Finspurt may charge fees in advance, subject to the period stipulated by SEBI from time to time, which is presently a maximum of one year for the applicable category referred to in the Master Circular.

21.7 In the event of premature termination of the Services, the Client shall be refunded the fees for the unexpired period on a proportionate basis, and Finspurt may retain a maximum breakage fee of not greater than one-quarter fee, where applicable.

21.8 In addition to the Fees, the Client shall also pay applicable charges, taxes, levies and duties, including GST, in connection with the Services provided under this Agreement.

21.9 Fees shall be paid through a mode that shows traceability of funds, including account payee crossed cheque, demand draft, or direct credit to bank account through NEFT / RTGS / IMPS / UPI or any other mode specified by SEBI from time to time. Fees shall not be accepted in cash.

21.10 Finspurt shall provide confirmation evidencing receipt of fees.

21.11 Finspurt shall provide guidance to the Client in this Agreement regarding the optional Centralized Fee Collection Mechanism (CeFCoM).

21.12 For the purpose of applying any applicable fee limits under Applicable Laws, all fees charged by Finspurt for investment-advisory services, including fees for the Portfolio Review Service, shall be aggregated across all services offered to the Client during the relevant period.

22. Liability of Finspurt

22.1 Finspurt shall not incur any liability by reason of any loss which the Client may suffer by reason of any depletion in the value of the assets under advice, fluctuation in asset value, or non-performance / under-performance of securities / funds or any other market conditions.

22.2 Finspurt shall take reasonable care to provide secure and error-free services on a best-efforts basis but shall not be liable for loss, damage, cost, charge or expense caused by defects or failures of communication systems, computers, telephone, satellite, postal system or other medium or mode of communication.

22.3 Nothing in this Agreement shall exclude liability arising from fraud or gross negligence of Finspurt to the extent expressly recognized in the sample agreement.

23. Indemnities by Client

Without prejudice to any right of indemnity available under law, the Client agrees to indemnify and hold harmless Finspurt against lawful claims, losses, damages, liabilities, costs and expenses arising out of the Client's negligence, mistake, misconduct, breach or non-compliance with the terms of this Agreement and applicable legal requirements.

24. Representations, Covenants and Declarations

24.1 Each Party represents, declares, warrants and agrees that it is duly organized / incorporated, validly existing, has power and authority to enter into this Agreement, and shall comply with Applicable Laws.

24.2 Each Party represents that it has all necessary licenses, permits and approvals which are material to carrying on its business and to provide / receive the Services, as applicable.

24.3 Finspurt further represents that:

(a) it shall not provide any distribution services for securities and investment products, either directly or through its group, to the Client;

(b) it shall not provide investment advisory services for securities and investment products, either directly or through its group, to any distribution client; and

(c) it, its principal officer and persons associated with investment advice meet the qualification and certification requirements under the IA Regulations and that requisite approvals and consents have been obtained and shall be maintained throughout the term of this Agreement.

24.4 The Client represents, warrants and declares that all information and data provided to Finspurt is and shall be true, complete and accurate and that any change shall be promptly intimated in writing.

24.5 The Client agrees that any tax liability arising out of transactions entered into pursuant to this Agreement shall be the Client's sole responsibility.

24.6 Where this Agreement is executed by more than one co-applicant, all such co-applicants shall be deemed to be Clients and shall be jointly and severally liable.

24.7 In relation to the Portfolio Review Service, the Client specifically represents, warrants and declares that:

a)     all holdings, liabilities, income, expenses, tax status, lock-in periods, pledges, guarantees and other material information relevant to the portfolio have been fully and accurately disclosed to Finspurt;

b)     any change in such information shall be promptly intimated to Finspurt in writing; and

c)     failure to disclose or update such information may result in the Portfolio Review being incomplete, inaccurate or unsuitable, and Finspurt shall not be liable for consequences arising therefrom, except to the extent of fraud, wilful misconduct or negligence attributable to Finspurt.

25. Death or Disability of Client

In the event of death, disability, insolvency, dissolution or winding up of the Client during the term of this Agreement, upon receipt of notice of such event by Finspurt, this Agreement shall stand terminated only with respect to such Client with effect from the date of such event or notice.

26. Governing Law, Jurisdiction and Settlement of Disputes

26.1 This Agreement shall be governed by and construed in accordance with the laws of India.

26.2 The courts of Mumbai shall have exclusive jurisdiction in relation to this Agreement, subject to the dispute resolution provisions below.

26.3 In the event of any dispute, difference, claim or question arising out of this Agreement, the Parties shall first attempt to amicably resolve the same for a period of 30 days from the date of notice of dispute in the manner mentioned in the Clause 27 of this agreement.

27. Grievance Redressal Mechanism and Escalation Matrix

This Clause 27 shall apply to all Services, including the Portfolio Review Service.

27.1 The Client shall, in the first instance, lodge any grievance, complaint or concern (collectively, “Grievance”) with Finspurt’s Help Desk by sending an email to complaints@finspurt.com,  setting out full and sufficient particulars of the Grievance, including relevant dates, facts, and supporting documents, to enable Finspurt to examine and address the same in an efficient manner (“Stage 1”).

27.2 Finspurt shall endeavour to resolve the Grievance raised at Stage 1 within a period of one (1) working week from the date of receipt of the email at the Help Desk, subject to the timelines, if any, prescribed under the SEBI (Investment Advisers) Regulations, 2013, as amended from time to time, and the circulars, guidelines and directions issued thereunder (“IA Regulations”).

27.3 If the Client does not receive a response within the aforesaid period, or is not satisfied with the response provided at Stage 1, the Client may escalate the Grievance to Stage 2 by addressing an email to the Compliance Officer of Finspurt at Compliance@finspurt.com, along with the previous correspondence and any additional details or documents, if any. Finspurt shall endeavour to resolve the Grievance at Stage 2 within one (1) working week from the date of such escalation, subject to the timelines specified under the IA Regulations (“Stage 2”)

27.4 If the Client does not receive a response within the aforesaid period at Stage 2, or remains dissatisfied with the resolution provided thereunder, the Client may further escalate the Grievance to Stage 3 by addressing an email to Finspurt’s Principal Officer at PricipalOfficer@finspurt.com (or such other updated email address as may be notified by Finspurt from time to time). The Compliance Officer shall examine the matter and Finspurt shall be responsible for endeavouring to resolve the Grievance at Stage 3 within one (1) working week from the date of such escalation, subject always to the timelines specified under the IA Regulations and any applicable SEBI circulars.

27.5 Finspurt shall, at all times, be responsible for complying with, and ensuring adherence to, the grievance redressal timelines and procedural requirements stipulated under the IA Regulations and the circulars, guidelines and directions issued by SEBI thereunder, as may be amended from time to time.

27.6 If, after exhausting the above internal Grievance redressal and escalation mechanism, the Client is not satisfied with the response or resolution provided by Finspurt, the Client shall be entitled to lodge a complaint on SEBI’s SCORES platform and/or avail of the Online Dispute Resolution (ODR) mechanism in accordance with the framework and process prescribed under the applicable SEBI master circulars and regulations, as may be in force from time to time.

27.7 The Client acknowledges and agrees that the escalation matrix set out in this Clause is without prejudice to the Client’s rights and remedies available under Applicable Law, and that Finspurt’s contact details and/or the designation of the Help Desk, Principal Officer and Compliance Officer may be updated by Finspurt from time to time, and such updated details, when notified or published on Finspurt’s official website, shall be deemed to form an integral part of this Agreement.

28. Severability

If any provision of this Agreement is held invalid, illegal or void by a court or authority of competent jurisdiction, the remaining provisions shall remain in full force and effect unless such construction substantially deviates from the general intent and purpose of the Parties.

29. Force Majeure

Finspurt shall not be in breach of this Agreement if there is any total or partial failure, interruption, delay or error in performance of its duties and obligations due to circumstances beyond its control, including acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, civil disturbances, war, strikes, lockouts, transportation stoppages, failure of communication or power supply. Finspurt shall take reasonable steps to minimize service interruptions.

30. Communication or Instructions

All instructions under this Agreement shall be given only by the Client or the Client's authorized representative acting on behalf of the Client. Details of the authorized representative shall be provided by the Client to Finspurt in writing.

31. Correspondence

31.1 All notices under or in connection with this Agreement shall be given in writing unless otherwise stated herein and may be made by letter, facsimile, email or other legally acceptable written mode capable of preservation, at the addresses / contact details specified in this Agreement or otherwise notified in writing.

31.2 If according to the Client there is any discrepancy in any document / information / report provided by Finspurt, the Client shall intimate the same to Finspurt in writing within 30 days of receipt thereof, failing which such document / information / report shall be deemed to be correct and accepted by the Client.

32. Assignment

This Agreement may not be assigned by the Client without the prior written consent of Finspurt. Any attempted assignment in violation of this Clause shall be null and void.

33. Headings

The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

34. Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating thereto, subject always to the mandatory provisions of the IA Regulations and circulars issued thereunder.

35. No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the Parties and shall not be construed as conferring any benefit upon, or creating any rights in favor of, any person other than the Parties.

36. No Waivers

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate as a waiver thereof.

37. Further Assurances

Each Party agrees to perform such further actions and execute and deliver such further agreements or documents as are necessary, appropriate or reasonably requested to effectuate the purposes of this Agreement.

38. Counterparts

This Agreement may be signed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF

The Parties hereto have caused this Agreement to be executed on the day and year first above written.

Schedule A

Fees to be paid by the Client

1.      The Client hereby agrees to pay the Fees to Finspurt in accordance with the agreed fee structure set out below.

2.     Client Category: [INDIVIDUAL], [HUF], [BODY CORPORATE], [SOLE-PROPRIETORHIP]

3.     Fee Mode: FIXED FEE MODE

4.     Agreed Fee Structure: [PRODUCT NAME], [FEE AMOUNT]

5.     If AUA mode is selected, the fee shall be subject to the applicable regulatory limit, presently up to 2.5 percent of AUA per annum per family of client for the applicable category.

6.     If fixed fee mode is selected, the fee shall be subject to the applicable regulatory limit, presently up to INR 1,51,000 per annum per family of client for the applicable category.

7.     The fee limits do not include statutory charges.

8.     The fee limits apply only to investment advice related to securities under the purview of SEBI and do not apply to non-individual clients and accredited investors, for whom fee terms may be bilaterally negotiated.

9.     In addition to the Fees, the Client shall also pay any charges, goods and services tax and other applicable taxes, levies or duties in connection with the Services provided under the Agreement.

10.   Billing Cycle / Periodicity: ANNUAL- 365 days except for One-time Portfolio service if opted.

11.    Invoice Due Date: 365 DAYS FROM [EFFECTIVE DATE] except for One-time Portfolio service if opted

12.   Fees shall be paid through account payee crossed cheque, demand draft, NEFT, RTGS, IMPS, UPI or any other traceable banking mode specified by SEBI from time to time. Cash shall not be accepted.

13.   If agreed by the Client, fees may be paid in advance, subject to the period permitted by the applicable regulatory framework.

14.  In the event of premature termination of advisory services, the Client shall be refunded the fees for the unexpired period on a proportionate basis, and Finspurt may retain breakage fee to the extent permitted under the applicable regulatory framework.

15.   The Client may optionally make payments through the Centralized Fee Collection Mechanism (CeFCoM), if Finspurt has opted for such mechanism.

16.   Finspurt shall provide documentary confirmation of fee receipt by email, letter or other appropriate written mode.

4A. Portfolio Review Service – Additional Terms, Applicable only if portfolio service is opted during purchase by client.

(a) Service Name: One-Time Portfolio Review.

(b) Nature of Service: Personalised, non-discretionary investment advice.

(c) Review Basis: Client information and portfolio statements received as of the Review Date stated in the report.

(d) Deliverable: Written portfolio review report and One optional 20 minutes review interaction(s) (call / video / written response) as specified in the invoice / engagement letter.

Schedule B

Risk Factors

The following are standard risk factors associated with different categories of Investment Products.