THIS AGREEMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS/DOCUMENTS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS IS A COMPUTER GENERATED ELECTRONIC RECORD AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. TERMS AND CONDITIONS MENTIONED IN THE AGREEMENT ARE A BINDING CONTRACT BETWEEN MMF FINANCIAL ADVISORS PRIVATE LIMITED (COMPANY), REFERRED HEREIN BELOW AND YOU (ADVISOR). THE TERMS ARE EFFECTIVE UPON ACCEPTANCE AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU (ADVISOR) AND THE COMPANY, INCLUDING INVESTMENT ADVISORY AND MANAGEMENT, FINANCIAL SERVICES AND TRANSACTIONS, MARKETING, THROUGH THE WEBSITE WWW.MANAGEMYFORTUNE.COM AND VIA OTHER MEDIUM SUCH AS TELEPHONE, CHAT, VIDEO CHAT, BLOGS, ETC. TO CLIENTS OF THE COMPANY. IF THESE TERMS CONFLICT WITH ANY OTHER DOCUMENT/RECORDS, THE TERM AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS AND UNTIL FURTHER CHANGE/MODIFICATIONS NOTIFIED BY THE COMPANY.
- “Company” is engaged in the business of providing an online platform dedicated to provide services like financial planning, investment services, wealth management, advisory for the end user mainly through the website, www.managemyfortune.com(“Website”)owned and operated by the Company and for these purposes the Company desires to engage the services of the Advisor.
- “Advisor” is engaged in providing financial advice, investment planning services and all related services to individuals or companies.
- Accordingly, Advisor and Company desire to establish terms and conditions under which the Advisor shall perform certain activities and facilitate services as may be requested by the customers of the Company or as required by Company through the Website.
NOW, THEREFORE, parties intend to record their understanding with respect to the Services (defined below) to be provided by the Advisor to the users/customers (Customers) of the Website:
- “Agreement” means this Agreement, including all schedules and all amendments or restatements, and references to “Article” or “Section” mean the specified Article or Section of this Agreement.
- “Governmental Authority” means any government, regulatory authority, SEBI, RBI, governmental department, agency, commission, bureau, official, minister, public sector undertakings, court, board, tribunal, governmental or administrative dispute settlement panel or body or other authorities under the purview of any laws.
- “Laws” means applicable laws (including common law), statutes, codes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees, judgments, awards or requirements, in each case of any Governmental Authority.
- “Services” shall mean all advices relating to investing in, purchasing, selling or otherwise dealing in securities or investment products and advice on investment portfolio containing securities or investment products, whether written, oral or through any other means of communication for the benefit of the customer in a fiduciary capacity and shall include financial planning.
Unless the context otherwise requires, the singular includes the plural and vice versa.
2. REPRESENTATION AND WARRANTIES
2.1 Advisor represents and warrants to the company that;
2.1.1. This Agreement shall constitute the legal, valid and binding obligation when executed and delivered.
2.1.2. The Services provided by the Advisor and uploaded on the website will be made available to the Customer as they are delivered and there will be no infringement of intellectual property rights of any third party in whatsoever manner and will be compliant with the SEBI IA (Investment Advisors) Regulations, 2013, other pertinent regulations of SEBI, stock exchanges, Reserve Bank of India, or any relevant authority.
2.1.3. He has obtained or is in the process of obtaining a certificate of registration from SEBI under the IA (Investment Advisors) Regulations, 2013. Such certificate shall be promptly submitted to the Company for verification, failing which the Company, at its own discretion, shall have the right to de-activate the respective Advisor’s account.
2.1.4. He has all the necessary approvals and certification from the concerned Governmental Authority to provide the Services as required under this Agreement or any other related document.
2.1.5. All Services will conform to the applicable specifications and other descriptions detailed in this Agreement or as per requirement of Customer mentioned on this website.
2.1.6. The Services shall not be in violation of any laws and regulations or any other statutory binding as may be applicable.
2.1.7. The Services will be in conformance with all laws and regulations and will be authentic.
2.1.8. There is no prohibition on disclosing information in case of legal, statutory, judicial orders or any contractual obligations.
2.1.9. He shall prepare the financial plan on the basis of information provided by the Customer and as per the risk profile and financial requirements of the respective Customer. The Advisor understands that the Company shall not be liable or responsible for any incorrect or inaccurate information provided by the Customers.
2.1.10. The financial plans, reports, opinions any other related documents (“Financial Plan”) prepared for the use of the Customers will be unbiased and should not be for a third party, Advisor’s affiliates or a particular vendor providing financial services.
2.1.11. The financial plans, reports, opinions, any other related documents prepared for the use of the Customers, by Advisor, shall be on sole responsibility of the Advisor. Any claims or queries from the Customers or any third party with respect to the above mentioned details, will not be entertained by the Company.
2.1.12. That he shall not provide any guarantee or warranty with respect to the Services to the Customers. The Financial Plan should not guarantee any minimum returns or defined benefits which the Customer may obtain, if it uses the Services.
2.2 Company represent and warrants to the Advisor that:
2.2.1 Company reserves the right to display the information of customer or documents/contents and also determine the Advisor exposure to be given through this Website.
2.2.2 Company does not guarantee any specific performance level for the Website. Advisor acknowledges and agrees that the Website may have downtime and such other technology issues which are not in control of the Company.
2.2.3 All investments in shares, commodities, bonds and other instruments are subject to various market risks and the returns, which may fluctuate from time to time.
2.2.4 The past trends of returns pertaining to any financial product shall not be taken as indicative of same, similar or higher returns in future.
3. COMPANY RESPONSIBILITIES
3.1. Company shall provide an online platform for the Advisor through the Website for promoting his Services, establishing a contract with the Customers , communication of investment recommendations via Investment Policy Statement and Model Portfolios, collection of management and performance fees and other services which the Company may deem fit to provide to it’s Customer’s from time to time. The Company has the right to add, remove or alter Services provided to Advisors and Customers at its discretion.
3.2. Company shall provide Advisor details and promote his expertise on the website for advertisement purpose and or for catering to the requirements of the customers.
3.3. Company shall convey the risk profile and information required to judge the financial status of the Customer, received from the Customer, based on which the Advisor shall provide the Services.
3.4. Company shall create a common platform for uploading the information required and deliverables thereon.
3.5. The Company shall, on a best efforts basis, provide opportunity to establish business relationship through the Website with potential Customers by providing links to social media sites and blogs etc.
4. ADVISOR RESPONSIBILITIES
4.1. Advisor shall ensure that it has all the valid licenses and approvals from the concerned Government Authority, per applicable Law for providing the Services hereunder.
4.2. Collect all the required information from the Website which is uploaded by the Customer from time to time.
4.3. Develop the Financial Plan on the basis of customer’s financial requirements and risk profile of the respective Customer.
4.4. Assure the utmost confidentiality of the data provided by the Customer and shall not pass on such data to any third party or entity.
4.5. Advisor shall communicate his recommendations by modifying Customer’s model portfolio(s), which will be communicated to the Customers by the Company through its website.
4.6. Provide best possible Services to the Customer. Share best practices with the Company from time to time.
4.7. Maintain harmonious and faithful relations with the Customer.
4.8. Get the marketing materials, brochures or any other similar material, in relation to the Services, if any, pre-approved from the Company.
4.9. Review and discuss the investment policy statement and other related documents, with the Company, as and when required.
5. OBLIGATION OF ADVISOR
5.1. Advisor shall not guarantee any minimum return to the Customers.
5.2. Advisor shall not charge any fee to Customers nor shall deal in private outside the Website with any of the Customer.
5.3. Advisor shall not provide any scheme, discount or any information which are prohibited from being disclosed along with the Services or are prohibited under Law.
5.4. Advisor shall limit his Services only to advice. Execution of Financial Plan is responsibility of concerned Customer. In case Customer needs assistance for execution of the Financial Plan, the Advisor shall inform the Company and Company may directly interact with the Customer for the same.
5.5. Advisor shall not push or recommend any specific financial product for the sake of his own direct or indirect financial benefits including but not limited to brokerage, commission or any financial benefits of such type.
5.6. Advisor shall clearly state that the investments in equity, derivatives, commodity or any such other financial investments are subject to financial risk of volatility of market.
5.7. Advisor shall solely be liable for any guaranteed returns promise by Advisor to the Customers which are not agreed with the Company in advance.
6. FEES AND PAYMENTS
The Company will charge facilitation fees (“Facilitation Fees”) from the Advisor, for providing a platform to facilitate the Services to the Company’s Customers. The Facilitation Fee will be retained from the collection of management fees and performance fees collected from the Customers towards the Services provided by the Advisor. The Facilitation Fees will be retained as per the terms mentioned in Annexure A to this Agreement.
The transfer of collected fees net of Facilitation Fees to the Advisor will be subject to the Company being able to collect fees from the client. The company will collect the fees from the Customer on a best-effort basis. In the event of the Company’s inability to collect the fees from the Customer within 90 days, the company will pass on all relevant information to the Advisors to aid collection of dues from the Customer. It is the Advisors obligation to return any portion of pending Facilitation Fees due to the Company within (30) days of collecting it from the Customer
The payments shall be subject to deduction of tax as may be applicable under Income Tax Act, 1961. In case any taxes such as service tax and any other tax are applicable, the same will be indicated in the invoice raised by the Company on behalf of the Advisor.
8.TERM AND TERMINATION
8.1. The term of this agreement shall be five (5) year from the date on which the Advisor agrees to the terms and condition of this Agreement (“Term”). Company may renew the Agreement for successive five (5) year period by providing fifteen (15) days written notice prior to the expiration of the Term. In case of pending completion of any assessment at the time of expiry of the Term, this Agreement shall be deemed to be extended till the completion of that Service.
8.2. This Agreement may be terminated by the Company with or without cause upon thirty (30) days written notice. In case of any violation of material terms of this Agreement and failure of defaulting party to correct such default within fifteen (15) days of notice of such default by other party, the non-defaulting party may terminate the Agreement.
8.3. On date of expiration or termination of this Agreement, Company reserves the right to save the data already displayed or uploaded on the Website.
8.4. The Advisor may exit during the Term, however any such exit shall be with a prior written consent of the Company and the Advisor will not be liable to claim any refund or compensation from Company.
8.5. Notwithstanding the termination of this Agreement, the Advisor shall be under an obligation to provide Services to an existing Customers until end of respective contracts with the Customer or until the Customer terminates the contract with the Advisor.
9.CONFIDENTIAL AND PROPRIETARY INFORMATION
9.1. Advisor shall treat the details of the Agreement and all other details including but not limited to the Company’s operations and affairs, business, market, Customers data, information, operation of Customers, Financial Plan, documents as private and confidential, save in so far as may be necessary for the purposes of the Agreement, and shall not disclose the same to any third party or entity.
9.2. Advisor shall ensure that any sharing of Customer information to its employees will be on need to know basis. Advisor shall ensure that the employees shall adhere to the confidentiality obligation as provided in this clause 9.
10.INTELLECTUAL PROPERTY RIGHTS
10.1. The Intellectual Property Rights including but not limited to patents, trademarks, designs and copyright developed by Company or available on the Website shall remain with Company. This Agreement shall not construe any assignment of any Intellectual Property Rights in whatsoever format.
10.2. Company may grant the right to the Advisor to use Company’s Logo on their visiting card during the Term and for the limited purposes of this Agreement. However, the same shall be subject to the policies and regulations, which the Company may frame, from time to time, for the use of its Intellectual Property.
10.3. Advisor shall not at any time either during the Term or thereafter apply for registration of any trademark similar, deceptively similar, competitive or identical with Company’s trademark or trade name.
11.1. During the Term and for a period of one (1) year the expiry or termination of this Agreement, regardless of the reason for the termination, Advisor shall not directly or indirectly on its behalf or on behalf of or in conjunction with any person or legal entity solicit, recruit, employ or induce any employee of the Company, to terminate his employment relationship with Company. Further, the Advisor also covenants and agrees that during the Term and for a period of Three (3) years after the expiry or termination of this Agreement, he will not, directly or indirectly, solicit or attempt to solicit any business from any of Company’s Customers. The Advisor shall not provide the Services directly to the Customers.
Except for the indemnification obligations of the Advisor, in no event, either party shall be liable for any indirect, special, incidental, consequential, punitive or exemplary damages or loss of any kind (including but not limited to loss of profit, loss of revenues and the like) howsoever caused, in connection with this Agreement, whether arising out of contract, tort. In any case the maximum liability of the Company is limited to the payments due and payable to the Advisor
The Advisor shall defend, indemnify and hold harmless Company from and against any and all liability, suits, claims, actions, proceedings, losses, damages, judgments and costs (each, a “Claim”) including but not limited to a Claim arising out of (i) the Services, (ii) breach of representation and warranties of the Advisor; (iii) any negligent action or wilful misconduct of the Advisor; (iv) violation of any Law due to the Services provided by the Advisor; (v) arising out of Advisor’s use of trademarks, logos, trade name or other intellectual property of the Company (vi) breach of third party intellectual property rights by the Services provided by the Advisor; or (vii) failure by the Advisor to comply with the confidentiality obligations provided under this Agreement.
In the event either party is delayed or prevented from performing its obligations under this Agreement, due to any cause beyond its reasonable control, including but not limited to earthquake, tsunami, flood, civil unrest, major power failures, war, government sanctions, restrictions, guidance, notifications and acts of God (“Force Majeure”), such delays shall be excused during the continuance of delay. In the event any such delay continues for a period of more than thirty (30) days, party affected by such Force Majeure event may terminate this Agreement.
15.1. Any person employed by the Advisor and assigned to perform the Services shall be and will always remain an employee of the Advisor.
15.2. The Advisor represents that neither it, nor its employees, shall be deemed to be the employees of the Company nor they are entitled to any salary, benefits or employment rights from the Company. The Advisor alone shall be responsible for any of its employee’s salary, insurance, gratuity, pension and for paying any payroll taxes or contributions required by Law. Advisor shall be solely responsible for complying with all Laws.
15.3. In the event Company suggests to remove deployment of a particular Advisor’s employee for any reason, Advisor shall promptly do so. In such cases, Advisor shall provide a replacement with similar skills and knowledge with immediate effect but not later than 2 days from the date of such removal.
This Agreement is not intended to and does not create a partnership or joint venture between the parties. Except as otherwise expressly provided herein, the Advisor shall not be authorized to make or enter into, nor shall not make or enter on behalf of or in the name of the Company any contract, agreement, understanding, commitment or other obligation whatsoever.
In case of any disputes arising out of or in relation to this Agreement, the parties shall mutually appoint one arbitrator and resolve such dispute as per Arbitration and Conciliation Act, 1996. The place of arbitration shall be Mumbai and the language shall be English. The Arbitral award shall be final and there shall not be any appeal against such award.
This Agreement shall be governed and construed in accordance with the laws of India and the parties agree to submit to the sole jurisdiction of Mumbai courts.
19.1 No delay or failure of the Company in exercising any of its rights and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
19.2 Time is the essence of this Agreement. Advisor agrees to take all the efforts necessary for the timely completion of the Services as stated in the Agreement.
19.3 If any provision, or portion thereof, of this Agreement is invalid or unenforceable under any applicable statute or rule of law, the Agreement shall be valid except it is to that extent to be deemed omitted.
19.4 The parties agree that this Agreement constitutes a complete and exclusive statement of agreement reached between them and supersedes all proposals, oral or written, and all other communications between them relating to the Services.
BY CLICKING “ACCEPT” ADVISOR (INCLUDING PERSON ACTING ON BEHALF OF ADVISOR) CONFIRMS THAT ITS COMPANY OR ANY OTHER LEGAL ENTITY AS THE CASE MAY BE, HAS NECESSARY AUTHORITY TO ACCEPT THIS AGREEMENT ON ITS BEHALF AND WILL HAVE BINDING EFFECT. IF PERSON ACTING ON BEHALF OF ADVISOR HAS NOT PROCURED THE NECESSARY AUTHORITY TO ACCEPT THIS AGREEMENT, OR IF ADVISOR DISAGREES WITH THE TERMS OF THIS AGREEMENT, PLEASE CLICK THE “DECLINE” BUTTON.
Annexure A – Fees and Payment
The fee agreed upon between the Customer and the Advisor for providing investment recommendations during the term of the contract with the Customer. The management fee shall be either a fixed amount or it is a percentage of Assets under Management (AUM) as may be provided under the Service Contract to be executed between the Advisor and the Customer (“Service Contract”). The frequency of collection of Management Fee shall be mentioned in the Service Contract.
It is the fee agreed upon in the Service Contract and to be charged at the end of the quarter. It is a percentage of portfolio returns exceeding a fixed percentage return or benchmark returns (similar to returns of the NSE NIFTY or BSE SENSEX index).
|Tiers of Fees Collected||MMF Acquired||Advisor Referred||Other channel|
|Facilitation Fee as a % of Management Fee Collected||Facilitation Fee as a % of Performance Fee Collected||Facilitation Fee as a % of Management Fee Collected||Facilitation Fee as a % of Performance Fee Collected||Facilitation Fee as a % of Management Fee Collected||Facilitation Fee as a % of Performance Fee Collected|
|Rs 0 to Rs 1,00,000||20%||20%||15%||15%||30%||30%|
|Rs1,00,001 to Rs 5,00,000||15%||15%||10%||10%||25%||25%|
|Above Rs 5,00,001||10%||10%||5%||5%||20%||20%|