Terms & Conditions

5 Circles Private Limited (hereinafter referred to as the "Research Analyst/RA"), having its registered office at G 22, Express Zone Mall, A Wing, Next To Patel Vanika, W E Highway, Malad East, Mumbai, Maharashtra, 400063 and duly registered under SEBI (Research Analyst) Regulations, 2014 under Registration Number INH000020004 (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.

[Name of the Client] (hereinafter referred to as the "Client"), which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, successors, executors, administrators and legal representatives and permitted assigns) of the SECOND PART.

The Research Analyst and the Client are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS

1. The Research Analyst is authorized to provide research analyst services in accordance with SEBI (Research Analyst) Regulations, 2014.
2. The Client has expressed an interest in availing the aforementioned services.
Now, therefore both parties agree as follows:

1. Availing The Research Services

By accepting the delivery of the research service, the Client confirms that he/she has elected to subscribe to the research services of the RA at his/her sole discretion. The RA confirms that research services will be rendered in accordance with the applicable provisions of the SEBI (Research Analyst) Regulations, 2014 and other relevant regulations as amended from time to time

2. Obligations on RA

The RA and the Client shall be bound by the SEBI Act, all applicable rules, regulations, and notifications of SEBI, including the SEBI Research Analyst Regulations and other relevant notifications issued by the Government, as may be in force from time to time.

3. Client Information and KYC

The Client shall provide all the necessary details in full as required by the RA, in its standard form along with supporting documentation if required, as may be made mandatory by RAASB/SEBI from time to time.
The RA will collect, store, upload, and check the KYC records of the Client with a KYC Registration Agency (KRA), as specified by SEBI from time to time.

4. Consideration and Mode of Payment

The Client shall duly pay to RA, the agreed fees for the services that RA renders to the Client and statutory charges, as applicable. Such fees and statutory charges shall be payable through the specified manner and mode(s)/ mechanism(s).
Fees may be charged quarterly in advance or in another mutually agreed schedule, subject to the one-quarter advance limit mandated by SEBI. Research Analyst may offer or guide the client regarding the Centralised Fee Collection Mechanism (CeFCoM) as an optional method of fee payment if made available by SEBI.

5. Risk Factors

Investments in securities are subject to market risks, including the risk of loss of principal. The value of investments may fluctuate due to various factors such as market conditions, economic developments, changes in interest rates, political events, and regulatory changes. Past performance of securities or financial products is not indicative of future performance. Client is advised to carefully assess their financial objectives, risk tolerance before making investment decisions.

6. Conflict Of Interest

The RA shall adhere to the applicable regulations/ circulars/directions specified by SEBI from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest. The detailed disclosure is annexed as Annexure-A to this Agreement.

7. Termination of Service and Refund of Fees

The RA may suspend or terminate rendering of research services to Client on account of suspension/cancellation of registration of RA by SEBI and shall refund the residual amount to the client.
In case of suspension of certificate of registration of the RA for more than 60 (sixty) days or cancellation of the RA registration, the RA shall refund the fees, on a pro rata basis for the period from the effective date of cancellation/ suspension to end of the subscription period.

8. Grievance Redressal and Dispute Resolution

Any grievance related to-
(i) non-receipt of research report or
(ii) missing pages or inability to download the entire report, or
(iii) any other deficiency in the research services provided by RA, shall be escalated promptly by the client to the person/employee designated by RA, in this behalf-
Name of the Research Analyst: Prasad Kailas Chandak
Email Id: sharadpanwar@hotmail.com
Phone No.: 9198107703
The RA shall be responsible to resolve grievances within 7 (seven) business working days or such timelines as may be specified by SEBI under the RA Regulations.
RA shall redress grievances of the client in a timely and transparent manner.
Any dispute between the RA and his Client may be resolved through arbitration or through any other modes or mechanism as specified by SEBI from time to time.

9. Indemnity

Without prejudice to the right of indemnity available to the Research Analyst under any law, the Client agrees to indemnify and hold Research Analyst harmless to the full extent against:

•any and all lawful claims, losses, damages, liabilities, costs and expenses as incurred in connection with investigation of, preparation for and defence of any pending or threatened claim and any litigation or other proceeding arising out of or related to any actual or proposed acts done or not done or the Research Analyst‘s engagement hereunder.

•For any negligence/mistake or misconduct by the Client.

•For any breach or non-compliance by the Client of the rules/terms and conditions stated in this Agreement.

10. Representations and Covenants:

The Client hereby represents, warrants, declares and undertakes to the Research Analyst as under:

•The Client has legal capacity and authority to execute, deliver and perform this Agreement and has taken all necessary permissions and consents (corporate, statutory, contractual or otherwise) and agree to maintain them throughout the validity of the services;

•This Agreement has been duly executed and delivered by the Client and constitutes a legal, valid and binding obligation on the Client, enforceable against the Client in accordance with its terms;

•The Client has read and understood the Agreement and is aware of all the risks associated with the nature of the services and the transaction contemplated under the Agreement, whether set out in the Agreement or not, and shall not hold the Research Analyst and/or any person appointed by it, responsible for the same;

•The Client is executing this Agreement in his own interest and there is no beneficial or any third party interest involved;

Research Analyst hereby represents warrants and declares as under:

•The Research Analyst has legal capacity and authority to execute, deliver and perform this Agreement and has taken all necessary permissions and consents (corporate, statutory, contractual or otherwise) and agree to maintain them throughout the validity of the Services.

•This Agreement has been duly executed and delivered by the Research Analys and constitutes a legal, valid and binding obligation on the Research Analyst, enforceable against it in accordance with these terms.

•Principal Officer and persons associated with the research services fulfils the qualification and certification requirements under regulation 7 of IA Regulations.

•Advise provided by the Research Analyst on securities are based on internal research methodology and are not driven by commissions / brokerage / gifts.

•The Research Analyst shall endeavour to act in the best interest of the Client.

11. Mandatory Notice

Clients shall be requested to go through Do’s and Don’ts while dealing with RA as specified in SEBI master circular no. SEBI/HO/MIRSD-POD-1/P/CIR/2024/49 dated May 21, 2024 or as may be specified by SEBI from time to time.

12. Most Important Terms and Conditions (MITC)

The terms and conditions and the consent thereon are for the research services provided by the RA and RA cannot execute/ carry out any trade (purchase/ sell transaction) on behalf of the client. Thus, the Client is advised not to permit RA to execute any trade on your behalf.

13. Severability

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

14. Force Majeure

The Research Analyst 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, acts of God, pandemic, epidemic, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, it shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

15. Intellectual Property

The Research Analyst shall own all Intellectual Property Rights in respect of all text and data and such other material both electronic & physical, which may form the subject matter of this Agreement provided by it to the Client during the course of this Agreement.

16. Miscellaneous

•Expenses: Each of the Parties hereto shall bear its own expenses, including fees and expenses of any attorneys, accountants, consultants, investment bankers, brokers, finders or other persons or entities engaged by it, and incurred in connection with this Agreement and the transactions contemplated hereby.

•Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise except as stated to the contrary in this Agreement. The election of any one or more of such remedies by any of the Parties hereto shall not constitute a waiver by such Party of the right to pursue any other available remedy except as aforesaid.

•Entire Agreement: This Agreement, and the Schedules, Annexures and Appendices hereto constitute the entire agreement between the Parties as to the subject-matter hereof and supersede any and all prior understandings between the Parties on the subject-matter hereof.

17. Use Of Artificial Intelligence (AI)

In an event we use AI tools (in whole or part) to generate or support research outputs, we shall remain solely responsible for the quality, accuracy, security, and confidentiality of data.

We shall disclose the extent of AI usage to the Client when providing Services (or whenever material changes occur).

18. No Guarantee of Returns

The client hereby agree and acknowledge that all investments carry market risk. Any past performance is not indicative of future returns, and the RA does not assure or promise any specific gain or outcome.

19.Confidentiality & Data Protection

•Privacy of Client Data

•The Research Analyst respect the privacy and will not share or disclose the personal data except as required by law or to fulfill regulatory obligations (e.g., KYC checks).

•However, there may be sharing of aggregated or anonymized data for research or compliance purposes, without revealing individual identities.

•Security of Client Data

•While Research Ananlyst endeavor to protect data transmissions, there can be no guarantee of the complete security of data over the internet.

•The client acknowledge that data transfers may be unencrypted and may pass over multiple networks.

20. Governing Law and Jurisdiction

This Agreement will be governed by the Laws of India and any disputes arising herein shall be subject to the exclusive jurisdiction of the Courts of Kerala.

WITNESS whereof this Agreement has been entered into by the Parties on the date appearing above as the date of this Agreement.

Signature: _________________________
Name of the Company: 5 CIRCLES PRIVATE LIMITED
Director: Prasad Kailas Chandak
Designation: Research Analyst
Date:
For Client
By: ___________________________
Name:
Date: