Client Service Agreement (Investment Advisory Agreement)

THIS INVESTMENT ADVISORY AGREEMENT is made AMONGST:

1. Ethinvest Advisor Private Limited ("Ethinvest"), a private limited company incorporated under the Companies Act 2013, whose registered office is situated at 3, Turner Road, 6th Floor, CST No. F1, Above Rel. Office, Opposite Bandra Station, Mumbai 400050 (the "Investment Advisor"); and
2. The Client, whose name, address and details are set out in the account application.

WHEREAS:

(A) The Investment Advisor conducts business as an investment advisor and is licensed with the Securities and Exchange Board of India (the "SEBI") with Registration No. INA000016010 to act as an Investment Advisor, subject to the conditions specified and in the Investment Advisory regulations made by SEBI.

(B) The Client wishes to appoint the Investment Advisor to provide advisory services in accordance with the Client's investment objectives and the Investment Advisor is willing to accept such appointment on the terms and conditions hereinafter contained. Except as otherwise provided in this Agreement, the services provided pursuant to this Agreement do not include or otherwise apply to services provided by the Investment Advisor's non-registered affiliates or technology partners or to services provided with respect to assets not held in the Portfolio.

AND IT IS HEREBY AGREED AND DECLARED as follows:

1. Consent of the Client

• I have read and understood the terms and conditions of Investment Advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee.
• Based on our written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to ask questions and interact with person(s) associated with the investment advice.

2. Declaration from Investment Advisor

• Investment Adviser shall neither render any investment advice nor charge any fee until the Client has signed this agreement.
• Investment Adviser 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 the Investment Adviser.
• Investment Adviser 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. Fees specified by Investment Advisor Regulations and circulars issued by SEBI

As per Regulation 15A of the Securities Exchange Board of India (Investment Advisor) Regulations, 2013 read with circulars issued from time to time, the Investment Advisor will be entitled to charge fees from a Client in either of the following 2 modes:

• Asset Under Advice (AUA) mode: the maximum fees that may be charged under this mode shall not exceed two point five percent (2.5%) of AUA per annum per Client across all services offered by the Investment Advisor.
• Fixed fee mode: the maximum fees that may be charged under this mode shall not exceed Rupees One Lakh Fifty One Thousand (INR 1,51,000) per annum per Client across all services offered by the Investment Advisor.

4. Fees payable by the Client

4.1 Client shall pay all fees specified in the Client Services Agreement which is covered as part of Schedule 2 (the "Investment Advisory Services, Fees & Risk Factors").

4.2 Except as otherwise specified herein, all fees are payable in Indian Rupees. The subscription fees are based on the investment advisory services provided by Ethinvest and Ethinvest reserves the right to amend such fees. All fees are exclusive of taxes and the Client shall be liable to pay all applicable government taxes on the investment made by the Client. The Client is advised to consult a tax professional to determine their taxation obligations. Ethinvest shall not be liable nor advise the Client on their taxation obligations.

4.3 The Investment Advisor may, in writing, reduce, defer or waive all or part of the fees or other amounts payable to the Investment Advisor under this Agreement or direct that a portion of such fees or other amounts be paid by the Client to third parties, employees of the Investment Advisor, providers of services to the Client or such other parties as the Investment Advisor in its discretion may see fit from time to time.

5. Appointment of Investment Advisor

5.1 Appointment. In accordance with the applicable laws, the Client hereby appoints, entirely at his / her / its risk, the Investment Advisor to provide the required services in accordance with the terms and conditions of the Agreement as mandated under Regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. The Client hereby appoints the Investment Advisor to provide the services as set out in Schedule 2 and to undertake investment advisory duties as may, from time to time, be reasonably requested by the Client, for the period and on the terms set out herein, and the Investment Advisor accepts such appointment and agrees to assume the obligations set forth below for the compensation herein provided.

5.2 Independent contractor. The Investment Advisor is an independent contractor and not, under or by virtue of the provisions of this Agreement, a partner, in joint venture with, or employee of the Client. The Investment Advisor is not an agent of the Client unless and to the extent expressly provided for under the terms of this Agreement.

6. Scope of Services

6.1 Advisory. The Investment Advisor shall advise the Client in relation to investment in securities, as well as on such ancillary matters as shall reasonably be requested by the Client and having regard to the investment objectives and restrictions of the Client as set out in the related documents specified in Schedule 1. Without limiting the generality of the foregoing, the Investment Advisor will have the power and the duty to carry out the actions listed in Schedule 2, which also lists the scope of services along with possible risk factors associated with investing in securities.

The Investment Advisor is a technology enabled platform and will use technological tools for communicating advice with respect to investment in securities. While these reduce costs and improve efficiency, the Client is exposed to risks associated with electronic dissemination of advice. The Client acknowledges and accepts all the involved risks while opening the account.

6.2 Compliance.

• In performing its obligations under this Agreement, the Investment Advisor will not provide advisory services that would result in a breach by the Client of any applicable laws and regulations. This is subject to the Client providing full and complete disclosure about its scope under this Agreement.
• In carrying out its duties hereunder, the Investment Advisor shall observe and comply with all applicable laws, rules and regulations as amended from time to time, including those under the regulations and the applicable circulars and guidelines issued by SEBI and RBI.
• For the avoidance of doubt, the Investment Advisor shall not hold any assets or funds belonging to the Client.
• The Investment Advisor confirms that it has a clean disciplinary history.

6.3 Execution. The Client is under no obligation to choose the stock broker, depository participant, distributor or the platform created by the Investment Adviser to execute the transactions. The Client has the sole right to choose the same through whom the execution services are to be carried out.

7. Investment Advisor's Powers

• In performing its duties and responsibilities under this Agreement, the Investment Advisor may delegate such of its powers, authorities, duties and responsibilities to such party or parties (including fund administrators, KYC and other members of the Group) as the Investment Advisor may consider necessary or desirable, except that investment advisory duties shall not be delegated. The Investment Advisor will exercise its power of delegation only on terms which are consistent with the terms of this Agreement, including as to any indemnity provided for such delegation.
• Notwithstanding any such delegation, the Investment Advisor will remain liable for all the obligations expressed to be assumed by it under this Agreement.

8. Functions of Investment Advisor (including principal officer and all persons associated with the investment advice)

The Investment Advisor shall comply with:

• the Securities and Exchange Board of India (Investment Advisors) Regulations, 2013 and its amendments, rules, circulars and notifications at all times;
• eligibility criteria as specified under the Investment Advisor Regulations at all times;
• risk assessment procedure of the Client including their risk capacity and risk aversion;
• providing reports to the Clients on potential and current investments;
• maintenance of records i.e. Client-wise KYC, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, related books of accounts and a register containing list of Clients along with dated investment advice and its rationale in compliance with the SEBI (Investment Advisers) Regulations, 2013;
• provisions regarding audit as per the SEBI (Investment Advisers) Regulations, 2013;
• the Code of Conduct as specified in the Third Schedule of the SEBI (Investment Advisers) Regulations, 2013.

9. Conflicts of Interests

9.1 Other interests. It is understood that:

• directors, officers, agents and shareholders of the Client are or may be interested in the Investment Advisor as directors, officers, shareholders or otherwise and vice versa;
• the Investment Advisor is or may be interested in the Client as a shareholder or otherwise and vice versa; and
• the Client and the Investment Advisor and their respective directors, officers, agents and shareholders may, from time to time, have other appointments, offices and interests to which they may devote such time, effort and resources as they consider appropriate, provided that such appointments, offices and interests do not detract from the performance of the Investment Advisor's obligations under this Agreement, and it is hereby acknowledged that no person so interested will be liable to account for any benefit to any other party by reason solely of such interest.

9.2 The Investment Advisor will disclose to the Client all conflicts of interest as and when they arise during the course of business and not derive any direct or indirect benefit out of the Client's securities / investment products.

9.3 The Investment Adviser declares that it is carrying on its activities independently, at an arm's-length basis with its related parties and will disclose all conflicts, wherever applicable.

9.4 The Client understands that, subject to Applicable Laws, the Investment Advisor, its partners and officers may give advice or take action in performing its duties to other Clients, or for its own accounts, that may or may not differ from advice given to or acts taken for the Client. The Investment Adviser is not obligated to recommend to the Client any security or other investment that the Investment Advisor, its partners or officers may buy, sell or recommend for any other Client or for its own accounts.

9.5 It is understood that the Investment Adviser or its affiliates may be involved in other financial, investment or other professional activities which may on occasion cause conflicts of interest with the investment advisory services being provided to the Client. These include serving as directors, partners, officers, advisers, or agents of other companies.

10. Representations and Warranties

10.1 Each party represents and warrants to the other party that:

• it is duly incorporated and in good standing under the laws of where they are domiciled and has and will at all times have the necessary power to enter into and perform its obligations under this Agreement and has duly authorised the execution of this Agreement;
• this Agreement constitutes legal and binding obligations enforceable against it;
• its execution, delivery, observance and performance of this Agreement will not result in any violation of any law, statute, ordinance, rule or regulation applicable to it;
• it has obtained all the necessary licenses, permissions, authorisations, consents and exemptions to enable it to enter into this Agreement and to perform its obligations under this Agreement, and these will remain in full force and effect at all times during the term of this Agreement;
• there is no litigation, governmental investigation or other governmental proceeding pending against it or any of its related parties which, if adversely determined, would materially adversely affect its business; and
• any information which it has provided to the other party is complete and correct, and it agrees to notify the other party forthwith if there is any material change in any such information provided.

10.2 The Client warrants and represents that:

• any information which the Client has provided to the Investment Advisor, including in relation to the Client's status for taxation purposes, is complete and correct and the Client agrees to provide any further information required by any competent authority. The Client will promptly notify the Investment Advisor forthwith and in writing if there is any material change in any information provided, including any information which affects the Client's risk profiling and risk appetite;
• it will at all times be fully responsible for payment of all taxes due, whether of an income or other nature, and for the making of all claims in relation thereto (including any claims relating to withholding tax), whether for exemption or otherwise, for filing any and all tax returns and for providing any relevant tax authorities with all necessary information in relation to any investment business carried on by the Investment Advisor;
• no assurance, representation or guarantee has been given by the Investment Advisor or any other person that the Investment Advisor's services provided herein will generate profits or avoid losses for the Client or in any way will meet the investment objectives of the Client;
• the Client has understood all actual and potential conflicts of interest that may arise from any connection to or association with any issuer of products / securities, including any material information or facts that might compromise its objectivity or independence in the carrying on of investment advisory services;
• the Client confirms that the Investment Adviser has made all reasonable efforts to create awareness about the various investment products before providing the investment advice, which the Client has also read on the website of the Investment Adviser, and that adequate disclosures have been made of all material facts relating to the key features of the products or securities, particularly the key risks;
• the Investment Adviser has adequately drawn the Client's attention to the warnings and disclaimers in documents and advertising materials relating to an investment product recommended by the Investment Adviser;
• the Client confirms that the Investment Adviser has provided disclosures on certain key issues pertaining to the Investment Adviser and the Client undertakes that he/she/it has read and understood the nature of disclosures provided by the Investment Adviser before providing investment advice, and has read and understood his/her/its risk profile on the basis of the risk profile questionnaire;
• the Client acknowledges that the Investment Advisor may provide investment advice related to products or services that do not fall under the purview of SEBI. In such cases, the Client acknowledges that no investor protection, grievance redressal or regulatory recourse is available with SEBI for any dispute, grievance or loss arising from such products, services or investment advice.

10.3 The Investment Advisor represents that:

• the Investment Adviser will take all consents and permissions from the Client prior to undertaking any actions in relation to the securities or investment product advised;
• the Investment Adviser will not seek any power of attorney or authorizations from its Clients for implementation of investment advice;
• this Agreement has been duly executed and delivered by the Investment Adviser and constitutes a legal, valid and binding obligation on the Investment Advisor, enforceable in accordance with its terms;
• there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, government investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against the Investment Adviser which may prejudicially affect the due performance or enforceability of this Agreement;
• the Investment Adviser undertakes to abide by the rules and regulations of SEBI and any amendments made thereto from time to time;
• the qualification and certification of the Principal Officer and Persons Associated with the Investment Advice, and all applicable approvals and consents received, are as per the Regulations, and the Investment Adviser undertakes to maintain them throughout the validity of the advisory service;
• it shall not provide any distribution services for securities and investment products, either directly or through its group, to any advisory client;
• it shall not provide investment advisory services for securities and investment products, either directly or through its group, to any distribution client;
• it shall not seek any power of attorney or authorizations from the Client for implementation of investment advice;
• it does not in any manner guarantee returns on any investments; guarantee the liquidity of any investments; undertake to make any offer to buy back any investments; or guarantee the payment of interest or dividend or any other corporate actions, or promise, indicate or guarantee any good delivery.

11. Most Important Terms and Conditions

11.1 The Investment Adviser (IA) 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.

11.2 The IA 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.

11.3 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 the IA.

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

11.5 This agreement is for the investment advisory services provided by the IA and the IA cannot execute / carry out any trade (purchase / sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit the IA to execute any trade on his/her/its behalf without explicit consent.

11.6 The fee charged by the IA to the client will be subject to the maximum amount prescribed by SEBI / Investment Adviser Administration and Supervisory Body (IAASB) from time to time.

11.7 Note:

• The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, the maximum fee limit is 2.5 per cent of AUA per annum per family of client.
• The IA may change the fee mode at any time with the client's consent; however, the maximum fee limit in such cases shall be the higher of the fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client.
• The fee limits do not include statutory charges.
• The fee limits apply only for investment advice related to securities under the purview of SEBI.
• The fee limits do not apply to a non-individual client / accredited investor.

11.8 The IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is a maximum of two quarters. In case of premature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for the unexpired period. However, the IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.

11.9 Fees to the IA may be paid by the client through any of the specified modes like 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 (i.e. the currently recognized IAASB).

11.10 The IA is expected to know the client's financial details for providing services. Hence, the client is required to share financial information (e.g. income, existing investments, liabilities, etc.) with the IA.

11.11 The IA 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 will be in line with the assessed risk profile. The IA shall also communicate the assessed risk profile to the client.

11.12 As part of conflict of interest management, the client or the client's family members will not be provided any distribution services by the IA or any of its group entity / family members. The IA shall, wherever available, advise direct plans (non-commission based) of products only, and shall endeavour to promptly inform the client of any conflict of interest that may affect the services being rendered.

11.13 For any grievances — Step 1: The client should first contact the IA using the details on its website or the following contact details:

Step 2: If the resolution provided by the IA is unsatisfactory, the client can lodge grievances through SEBI's SCORES platform at scores.sebi.gov.in.

Step 3: If the client remains dissatisfied with the outcome of the SCORES complaint, the client may consider Online Dispute Resolution (ODR) through the Smart ODR portal at smartodr.in.

11.14 The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of the IA or assure returns to the client.

11.15 Clients are required to keep contact details, including email id and mobile number/s, updated with the IA at all times.

11.16 The IA shall never ask for the client's login credentials and OTPs for the client's Trading Account, Demat Account and Bank Account. Never share such information with anyone including the IA.

12. Liability of the Investment Advisor

12.1 Limitation of liability. The Investment Advisor will use all due efforts, skill, judgement and care in carrying out its duties under this Agreement; provided, however, it cannot guarantee that its advice will result in profits or avoid losses or meet the investment objectives of the Client, or that such advice will not at any time be affected by adverse tax consequences, technical failures, timely regulatory compliance to a new law or Client miscommunication. The Investment Advisor will not be liable to the Client for any error of judgement or loss suffered by the Client in connection with the services it provides or any matter or thing done or omitted to be done in pursuance thereof (and in particular, but without limitation, the Investment Advisor shall not be liable for any loss which may be sustained in the purchase, holding or sale of any securities in accordance with those services) unless such loss arises from gross negligence (as interpreted under the laws of India), bad faith or wilful malfeasance as determined by any court of competent jurisdiction, or from the breach of its material obligations under this Agreement. The Investment Advisor accepts no responsibility for the Client acting or not acting on any advice it gives to the Client.

12.2 Indemnity. The Client hereby undertakes to hold harmless and fully indemnify the Investment Advisor against all liabilities, actions, proceedings, claims, costs, demands and expenses whatsoever which may be brought against, suffered or incurred by the Investment Advisor by reason of its performance of its duties under the terms of this Agreement or otherwise by reason of its activities on behalf of the Client, including all legal fees (on a full indemnity basis) and any other expenses properly incurred, and including any such liabilities as shall arise as a result of loss, delay, interruptions of service or error in transmission of any communication (where the Investment Advisor has used all reasonable endeavours to rectify such matters), except such as shall arise from the material default of any of the Investment Advisor's duties hereunder or fraud, acts of wilful default, gross negligence, or material breach of duty on its part. In no event shall the Investment Advisor's liability, regardless of the form of action and damages suffered by the Client, exceed the highest total monthly commissions paid by the Client to the Investment Advisor over the 6 months prior to any incident. Under no circumstances shall the Investment Advisor be liable for any punitive, indirect, incidental, special or consequential loss or damages, including loss of business or goodwill.

12.3 Disclaimer. The Investment Advisor, to the best of its knowledge, is compliant with all the regulatory framework for carrying out its business services; however, ultimate responsibility for regulatory compliance lies with the Client and the Client shall seek his/her/its own independent opinion through a professional to take an informed decision.

12.4 Officers, employees etc. For the avoidance of doubt, references to the Investment Advisor in this clause will be deemed to include the principals, officers, directors, shareholders, agents, employees or servants of the Investment Advisor.

13. Termination

13.1 Term. This Agreement shall continue until terminated by either party giving to the other not less than 30 clear calendar days' prior written notice of termination, or such other period as may be agreed between the parties in writing, or terminated pursuant to the remaining provisions of this clause.

13.2 Termination events. This Agreement and the appointment of the Investment Advisor hereunder may be terminated:

• automatically, if either party files a petition for bankruptcy, reorganisation or arrangement, or makes an assignment for the benefit of the creditors or takes advantage of an insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of either party and is not discharged within 90 days after such appointment;
• in case of death / permanent disability of the Client;
• if the Investment Advisor's certificate of registration is cancelled or suspended by the Securities and Exchange Board of India; and
• by either party if the other party shall commit any breach of its obligations under this Agreement and shall fail to make good such breach within 30 days of receipt of notice served by the party requiring it so to do.

13.3 Payments on termination. On termination of this Agreement, the Investment Advisor will be entitled to receive from the Client (unless otherwise agreed by the parties) all accrued but unpaid fees or other amounts otherwise payable under this Agreement to the date of the termination; and the reimbursement of all costs incurred and expenses provided for in this Agreement but not yet paid by the Client, including all costs and expenses reasonably incurred by the Investment Advisor in relation to such termination, unless this Agreement is terminated due to the Investment Advisor breaching its obligations under this Agreement.

14. Confidentiality

14.1 None of the parties shall, either before or after the termination of this Agreement, disclose to any person not authorized by the relevant party to receive the same, any information designated as confidential by any party, relating to such party or to the affairs of such party of which the party disclosing the same shall have become possessed during the period of this Agreement, and each party shall use all reasonable endeavours to prevent any such disclosure. Such obligations of confidentiality shall not apply where:

• such confidential information is used or disclosed with the prior written consent of the other party;
• such confidential information has become public knowledge other than as a result of unauthorized disclosure; or
• such confidential information is required to be disclosed to the auditors of the relevant party or to any governmental or regulatory authority, or is otherwise required to be disclosed by any law or court to which any party may be subject.

15. Personal Data Protection

15.1 The Client hereby authorizes the Investment Advisor to collect, use, disclose, transfer and retain his personal data for such purposes as set out in the Investment Advisor's Privacy Policy or as permitted by applicable laws or regulations, and further authorizes the Investment Advisor to disclose such personal data to such persons and for such purposes as may be necessary for the Investment Advisor to perform the Services.

15.2 Except as provided herein or in the Investment Advisor's Privacy Policy, as amended from time to time (which is hereby incorporated by reference), or otherwise agreed to in writing by the Client or as required by law, the Investment Advisor will not share information regarding the Client's personal and financial affairs ("Client Data") with any third party, and will use commercially reasonable measures designed to protect Client Data from unauthorized access or disclosure. Client Data shall only be shared as per the guidelines in the Privacy Policy, and the Client is advised to review it.

15.3 The Client acknowledges that it has received and reviewed the Investment Advisor's Privacy Policy and consents to the collection, use and disclosure of Client Data as set forth herein and in the Privacy Policy, which may be amended from time to time. The Client shall be responsible to review and keep abreast of the current Privacy Policy displayed on the Investment Advisor's website.

16. Tax Risk

16.1 Nothing in this Agreement or any other document received from the Investment Advisor shall be construed as providing any legal, accounting, estate, actuary, or tax advice. The Client shall rely upon its own representatives, including its own legal counsel, personal tax advisor and accountant, as to legal and tax consequences.

16.2 The Investment Advisor assumes no responsibility to the Client for the tax consequences of any investment advice.

17. Notice

17.1 Any notice or other communication required or authorized by this Agreement shall be given in writing and shall be served by hand, or by being sent by registered post, or by electronic delivery, or by facsimile transmission or comparable means of communication to the address or facsimile transmission number of the relevant party as set out below or provided to the Investment Advisor on its system:

CLIENT — Address / Facsimile / E-mail / Attention: as provided to the Investment Advisor.

ETHINVEST
Address: 03 Turner Road, 6th Floor, CST No. F1, Above Reliance Office, Opp. Bandra Station, Bandra West, Mumbai 400050
Email: compliance@ethinvest.in
Attention: Compliance Officer

17.2 Any notice or information given by post in the manner prescribed above which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing it was so posted, and proof that the envelope was properly addressed, prepaid, registered and posted and has not been so returned shall be sufficient evidence that the notice or information has been duly given.

17.3 Any notice or information sent by facsimile transmission, electronic mail or comparable means of communication shall be deemed to have been duly sent on the date of transmission upon receipt of the transmission report showing due transmission.

18. Miscellaneous

18.1 Nothing contained in this Agreement is intended to or shall be deemed to establish any partnership between the Client and the Investment Advisor or any of its Affiliates or other clients.

18.2 The Client acknowledges that the Investment Advisor may revise this Agreement by sending notice of the revised agreement by e-mail or upon the Client's log-in on the Investment Advisor's system. The Client's use of the Investment Advisor's system after such notice constitutes acceptance of the revised agreement. Each time the Client utilizes the Investment Advisor's system, software or technologies, the Client affirms its acceptance of, and agreement to, the terms outlined in this Agreement.

18.3 No failure or delay by a party to exercise any right or remedy under this Agreement or by law will operate as a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

18.4 This Agreement may be executed in more than one counterpart and shall come into force / take effect as delivery once each party has executed such a counterpart in identical form and exchanged the same in PDF, JPEG or other agreed format, or a facsimile copy of the same, with the other party.

18.5 This Agreement shall be binding upon, and inure solely to the benefit of, the Client, the Investment Advisor and, to the extent the Client is an entity, the Client representative, the officers and directors of the Client and each person who controls the Client and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

18.6 Time shall be of the essence of this Agreement. As used herein, the term "business day" shall mean any day when the Investment Advisor's office is open for business.

18.7 This Agreement supersedes and extinguishes all prior agreements and understandings (whether written or oral) between the Client and the Investment Advisor with respect to the subject matter hereof.

18.8 The parties recognize that interest is repugnant to Shariah and accordingly, to the extent that Shariah principles apply to them and any legal system would (but for the provisions of this clause) create (whether by contract, by statute or by any other means) any right to receive interest, the parties irrevocably, unconditionally and expressly waive any entitlement to recover interest from each other.

18.9 The Client consents to recording of all telephone conversations. The Client acknowledges the Investment Advisor's Privacy Policy and consents to the collection and use of the Client's personal information as described therein.

18.10 The Agreement may be amended by mutual consent of the parties.

19. Electronic Consent

19.1 The Client hereby agrees and consents to have the Investment Advisor deliver or make available electronically all current and future account statements, notices (including privacy notices), letters, regulatory communications and other information, documents, data and records related to the Account (collectively, "Account Communications"). The Client acknowledges and agrees that electronic communication from the Investment Advisor will include, among other things, email delivery and/or the electronic communication of Account Communications via the Investment Advisor's website, and that such email delivery and electronic provision shall be deemed delivery. It is the Client's affirmative obligation to notify the Investment Advisor in writing of any changes to the Client's email address. The Client understands that e-mail messages may sometimes fail to transmit properly, including being delivered to SPAM folders, and that the Client is responsible for ensuring that emails from the Investment Advisor are not marked as SPAM. Regardless of whether or not the Client receives an e-mail notification, the Client agrees to check the Investment Advisor's website on a regular basis for current information.

19.2 The Investment Advisor shall not be liable for any interception by any third party of Account Communications. Although the Investment Advisor will not charge additional amounts for electronic delivery, the Client may incur charges from its internet service provider or other third parties. The Client understands that there are risks associated with electronic delivery of Account Communications, including the risk of system outages or interruptions.

19.3 The Investment Advisor shall maintain the Client's documents as per its internal confidentiality policy for a period of seven (7) years.

19.4 The Client may revoke or restrict consent to electronic delivery of Account Communications at any time by notifying the Investment Advisor in writing. The Client has the right to request paper delivery of any Account Communication that the law requires the Investment Advisor to provide in paper form. If the Client revokes or restricts consent or requests paper delivery, the Investment Advisor, in its sole discretion, may (i) charge a reasonable service fee for such delivery, and/or (ii) restrict or close the Account. Neither the revocation or restriction of consent, request for paper delivery, nor delivery of paper copies will affect the legal effectiveness or validity of any electronic communication provided while consent is in effect.

19.5 The Client's consent to receive electronic delivery of Account Communications will be effective immediately and will remain in effect unless and until either the Client or the Investment Advisor revokes consent per Section 19.4 above. It may take up to three (3) business days to process a revocation of consent, and the Client may receive electronic notifications until such consent is processed.

19.6 The Client understands and confirms that in order to access, view, and retain Account Communications the Client must have: (i) access to an up-to-date internet browser and mobile operating systems; (ii) local, electronic storage capacity to retain Account Communications and/or a printer to print them; (iii) a valid e-mail account and software to access it; (iv) an up-to-date device suitable for connecting to the internet; and (v) software that enables the Client to view files in the Portable Document Format ("PDF").

20. Electronic Signature

The Client consents and agrees that his or her use of a key pad, mouse, or other device to select an item, button, icon, or similar act while accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions constitutes the Client's electronic signature, acceptance, and agreement, and that such electronic signature will meet the requirements of an original signature as if actually signed by the Client in writing. Further, the Client agrees that no certification authority or other third-party verification is necessary for the enforceability of his or her signature or any resulting contract. At the request of the Investment Advisor, any electronically signed document must be promptly re-executed in original form by the Client. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this section.

21. Grievance Redressal Timelines

The Investment Advisor shall resolve the grievances of the Client within the timeline specified under SEBI guidelines and/or circulars issued from time to time as per the grievance redressal mechanism updated on the website.

22. Governing Law

22.1 This Agreement shall be governed by and construed in accordance with Indian law.

22.2 In all judicial actions, arbitrations or dispute resolution methods, the parties waive any right to punitive or consequential damages.

23. Arbitration

23.1 The Parties agree that they shall use all reasonable efforts to resolve between themselves any dispute, controversy or claim arising out of or relating to this Agreement. In the event of any dispute or difference between the parties, whether arising during the currency or after the completion or abandonment of this Agreement, or after the determination thereof, whether for breach or for any other reason in regard to any matter or thing of whatsoever nature arising out of this Agreement or in connection therewith which cannot be settled between the parties, the dispute shall be finally settled through arbitration under the online dispute resolution mechanism as notified by SEBI from time to time. The number of arbitrators to be appointed, the seat of arbitration, the language to be used for arbitration and the costs and expenses of arbitration would be as prescribed under the notifications and circulars issued in this regard from time to time.

By signing this Agreement, the Client acknowledges that he has received, read and understood the terms herein.

24. Severability

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

25. Force Majeure

The Investment Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, virus outbreak, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Investment Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Schedule 1 — Related Documents

The Client acknowledges that he has created a log-in and password at the Investment Advisor's Website and accepts the Terms of Use and Privacy Policy at the Website and/or App. The Client also acknowledges that the Client has read, reviewed and electronically signed the following documents (as applicable) relating to the Agreement:

1. The Terms of Use (Accepted at login)
2. Privacy Policy (Accepted at login)
3. Disclaimer
4. Disclosures
5. Grievance Redressal Mechanism

A copy of each of the above is available at all times through the Website.

Schedule 2 — Investment Advisory Services, Fees & Risk Factors

The Investment Advisor shall provide some or all of the following services solely online:

1. evaluate, recommend and advise on suitable investment and divestment opportunities and proposals to and for the Client;
2. analyse the performance of investments and advise the Client in relation to investment trends, market improvements, political and economic conditions and all other matters likely, or which might reasonably be considered, to affect the investment objectives of the Client, and consult with such other investment advisors as may be appointed by the Client from time to time;
3. prepare reports in relation to the investment objectives of the Client;
4. provide such investment research and advice as the Client may reasonably require from time to time;
5. keep the Client informed on matters relating to the advice, including issuing reports outlining the performance of the investments and other matters as may be agreed;
6. do all other things and provide such other services as may be reasonably requested by the Client in relation to the business of the Client;
7. keep such accounts, books and records as may be required by law or otherwise for the proper conduct of the affairs of the Investment Advisor under this Agreement.

Fees and mode of payments: The fee model charged to the client is based on a subscription model wherein the client will pay Rs. 100 per month. An invoice for the monthly fees charged would be sent by the 3rd of every month. The fees would be charged on the 5th of every month for the month in which fees are charged.

The mode of payment of fees would be as under:

• Offline payment: cheque in favour of “Ethinvest Advisors Private Limited”.
• Online payment: NEFT / IMPS; UPI / BHIM (Google Pay / PhonePe) — UPI ID: ethinvest@okhdfc; or bank transfer to beneficiary “Ethinvest Advisors Private Limited”.

Standard Risk Factors as perceived by the Investment Adviser

Below are illustrative standard risk factors associated with various securities which Ethinvest would advise on. Ethinvest shall make available to the client details of risk associated with each security at the time of investment advice, and the same would be available on the website. The illustrative risks include, but are not limited to:

• Investments in equities, derivatives and mutual funds are subject to market risks and there is no assurance or guarantee that the objective of the investment / products will be achieved.
• Past performance does not indicate future performance. There is no assurance that past performances will be repeated. Investors are not being offered any guaranteed or indicative returns.
• As with any investment in securities, the price of the securities and the NAV of the schemes can go up or down depending upon the factors and forces affecting the capital market.
• The performance of the investments / products may be affected by changes in Government policies, general levels of interest rates and risks associated with trading volumes, liquidity and settlement systems in equity and debt markets.
• The names of the products / nature of investments do not in any manner indicate their prospects or returns. The performance in equity products may be adversely affected by the performance of individual companies, changes in the market and industry-specific and macro-economic factors.
• Investments in debt instruments and other fixed income securities are subject to default risk, liquidity risk and interest rate risk.
• Equity and equity related instruments are volatile in nature and are subject to price fluctuations on a daily basis due to various micro and macro-economic factors.
• Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the investments made by the scheme, and such periods may be extended significantly by unforeseen circumstances leading to delays in receipt of proceeds from sale of securities.

Appendix — Key Definitions

The headings used in this Agreement are for convenience only and shall not affect the construction and interpretation of any clause of this Agreement. In this Agreement, unless the context or meaning thereof otherwise requires:

• “Assets under advice” shall mean the aggregate net asset value of securities and investment products for which the investment adviser has rendered investment advice, irrespective of whether the implementation services are provided by the investment adviser or concluded by the Client directly or through other service providers.
• “Securities” for the purpose of this Agreement shall mean “Securities” as defined in Section 2(h) of the Securities Contracts (Regulation) Act, 1956.
• “Investment” shall include disinvestment.
• “Financial planning” shall include analysis of a Client's current financial situation, identification of their financial goals and developing and recommending financial strategies to realise such goals.
• “Investment advice” means advice 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 Client, and shall include financial planning.
• “Investment adviser” means any person who, for consideration, is engaged in the business of providing investment advice to Clients or other persons or group of persons, and includes any person who holds himself out as an investment adviser, by whatever name called.