“SAMCO” shall mean SAMCO Securities LTD., a company, registered under the companies Act 1956, and having it registered office at 1004 - A, 10th Floor, Naman Midtown - A Wing, Senapati Bapat Marg, Elphinstone Road, Mumbai, Maharashtra 400013 and it is engaged in capital market business, including distribution of various financial and non-financial products including but not limited to mutual funds and offers a holistic platform to support the Partners in the distribution of various investment products.
“Partner” shall mean and include any individual/entity who has agreed to avail the services offered by SAMCO and eligible to be duly appointed by SAMCO as a Partner of SAMCO for such service/(s).
AMFI shall mean The Association of Mutual Funds in India, a non-profit organization incorporated on August 22,1995 and it is an association of SEBI registered mutual funds in India of all registered Asset Management Companies
“Client(s)” or “Customer” shall mean and include individuals/entities making transactions or showing interest in making transactions through the partner in various products and services offered by SAMCO.
“Client desk” shall mean the areas in the Portal to which the Client gets access by virtue of unique log- in id and password.
“IA Regulations” shall mean SEBI (Investment Advisor) Regulation 2013 has amended from time to time.
“Partner Portal” shall mean the areas in the Portal to which the Partner accesses by virtue of a unique log-in id and password.
“Portal” shall mean all the websites/links/pages offered by SAMCO through which the access is provided to web pages, online desk, user accounts, utilities, forms, surveys, reports, financial tours, articles, documents, media contents, news, Product, Services, Market information, third party links, etc. in any more, format or manner, and true any technology or platform, including mobile platforms/operating systems, and mobile applications. Portal includes all online users’ desk, mobile application and mobile desk, including version thereof but not limited to, Partner Portal, log-in and Client Desk.
“Product(s)” shall mean any financial products available with SAMCO from time to time and offered specically, to the Partners for distributing such Products to their clients in any mode or format.
“Service(s)” shall mean support and related services to promote the sub-distribution business of The Partners as specifically offered by SAMCO from time to time.
“Transaction(s)” shall mean all transactions made by Clients, including but not limited to, any Purchase, redemption, sale, switch or transfer, in any of the Products and Services in any manner or Mode either directly or indirectly at any point of time.
Eligibility and appointment
Any person entering into agreement as a partner and intending to distribute mutual fund or any other products shall be qualified and eligible, as per the applicable law, regulations and rules, to carry out the business of distribution of such products and receipts of services offered by SAMCO. Further partner/ authorized representative of partner shall possess all valid certifications as required by applicable laws and guidelines issued by any industry regulator, SRO or any other authority from time to time.
In case of non-individual applicant partners shall designate one individual (authorized representative) who will be authorized to act and undertake all the decisions on behalf of partner. Any change in the authorized representative should be duly intimated to SAMCO. All the actions of such authorized representative shall have binding effect on the partner itself.
Any person intending to distribute units of registered in India shall be a “Mutual Fund (MF) distributor” as defined under existing laws as amended from time to time. Any partner acting as in ‘Investment Adviser’ shall not be eligible to distribute units of Mutual Fund registered in India under this agreement unless such partner is conducting the Mutual fund distribution business as a separate entity or separately identifiable department or division (SIDD) in conformity with the IA Regulations.
Upon execution of agreement, SAMCO shall provide an appointment letter mentioning the partner’s code and other terms and conditions on the registered email id of the partner.
SAMCO grants the partner a non-transferrable, revocable, and non-exclusive license to use the portal and other online facilities for bonafide purpose of this agreement only.
The partner (individual) should avail nomination facility and nominate any person to whom in case of death the amount payable in respect of the commission pertaining to the units canvassed by the partner shall vest and to whom such amount shall then be payable subject to compliance to any rules, regulations, guidelines etc. laid down by SEBI or AMFI or any other competent authority.
The partner authorizes SAMCO to use personal information including contacts, address, email id, mobile no, etc. of the partner available in the records of AMFI for updating records of SAMCO for empanelment of the partners.
The partner authorizes SAMCO to use bank account details submitted by the partner online for credit of brokerage and other benefits due to partner pursuant to the business procured.
The partner warrants that its information captured by SAMCO and all other documents submitted by him/her are true and correct. The partner warrants that the SAMCO is not required to verify the partner information (including bank account details) capture/submitted with documentary evidence. The partner acknowledges that the responsibility for the accuracy and veracity of personal information solely rests with the partner and SAMCO will not be responsible or liable for any loss or claim, liability that may arise or account any incorrect and/or erroneous data, information of the partner.
Partner agrees that if it notices any error in its information, the partner shall advise SAMCO of the same as soon as possible. While SAMCO will take all reasonable steps to ensure the accuracy of the statement, SAMCO is not liable for any error.
Rights and Obligations of SAMCO
SAMCO reserves the right to reject the application of empanelment as a partner with SAMCO at its sole discretion without giving any reasons or/ notice for the same.
SAMCO reserves the right and discretion to change, amend or modify the terms and conditions under this agreement or any of the products offered by the SAMCO without any prior notice.’
SAMCO reserves the sole ownership and rights over the portal and the usage of such portals are subject to terms and conditions as laid down on the respective portals.
SAMCO reserves the right to allocate, change, shift, and transfer the relationship of the partner to any of its employee to service the partner for the development of its business on day to day basis.
SAMCO will not be responsible for any compensation or brokerage to sub-partners and any payment to such sub-partners shall be the sole responsibility and liability of the partner.
5. Rights and obligations of Partner
The partner has a right to use and/or access SAMCO portal as provided by SAMCO and updated /revised from time to time as per the terms and conditions set in this agreement.
The partner and his clients shall be solely responsible for the protection and privacy of the user id and password of the Partner Portal, client desk, the portal and any such facilities offered by SAMCO. SAMCO cannot be-held liable for any actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, charges in respect thereof or otherwise on account of the unauthorized use of partners desk or other such online facilities by the person(s) other than those authorized or nominated by the partner.
The partner shall maintain all the information of their clients as required under Know Your Customer (KYC) and other applicable laws. The partner shall be solely responsible for adhering to the implementation of KYC and AML (Anti Money Laundering) norms, processes, compliances under the PMLA regulations & guidelines given by the regulatory authorities, AMCs, SRO and SAMCO from time to time. SAMCO shall not be held liable of any non-compliance thereof.
SAMCO reserves the right to conduct audit of the partners business and inspect relevant documents in connection with this agreement.
Partner recognizes and acknowledges the exclusive right, title and proprietary interest of SAMCO to ownership of SAMCO's various trademarks, service marks, logos and/or any other intellectual property assets and shall not claim any rights, title or interest in the same or any part of it. Partner agrees not to use SAMCO's name, trademarks, service marks or any logo or any other intellectual property assets in any manner whatsoever or its website or elsewhere, except to such limited extent as may be specifically agreed to and in the manner so authorized by SAMCO in writing.
Entry and usage of premises and office infrastructure of SAMCO by the partner shall be subject to the rules and guidelines as laid by SAMCO.
The partner shall have no rights to inspect and/or have any access to the books, records, documents, systems, infrastructure etc. of SAMCO.
The partner undertakes to provide self-certification in the prescribed format certifying compliance with the provision of extant SEBI circulars/guidelines, adherence to the code of conduct, as prescribed by SEBI/AMFI. If the said certification is not provided, then the brokerage will be suspended till the time of receipt of the certification.
The partner shall not in any way indulge in any activity which tantamounts to rebating of commission/brokerage to investors or shall not induce the investors to invest in the scheme of the mutual funds by assuring gifts, benefits or rebating commission.
The Partner Undertakes not to use any unethical means to sell, market or induce any investor to buy units of schemes of various mutual funds through SAMCO.
The partner shall be responsible for providing the foreign inward remittance certificate or the certificate evidencing the subscription by way of debit to the non- resident external/ foreign currency non-resident account of any non-resident Indian/overseas corporate bodies, if allowed by applicable laws and regulations within 5 business days from receiving credit to the mutual funds account.
The partner shall not withhold placing investor’s order for the purchase/redemption/switch in/switch out/ or any transaction of the units so as to profit itself as a result of such withholding.
Partner shall disclose to the investor(s) all the commissions (in form of trail commission or any other mode) payable to them for various mutual fund schemes that is being recommended to them.
The partner will comply with SEBI circular number SEBI/IMD/CIR/4/168230/09 dated June 30, 2009 and such other subsequent circulars as maybe issued from time to time and disclose to the clients all the commissions (in the form of trail commission or any other mode) payable to the partners for the different competing schemes of various mutual funds from amongst which, the relevant scheme recommended to the clients.
The partner, fulfilling the empanelment criteria of SAMCO as per the Code of Conduct and best practices for the intermediary prescribed by SEBI and AMFI, will be entitled to receive the brokerage/commission from the amount mobilized by him at the rate(s) prescribed by SAMCO from time to time. However, the partner shall not be entitled to receive the commission on the investments made in his/her/its own name.
The change in brokerage structure will always be effective from future date, an intimation will be sent to the partner regarding the changing of structure. The brokerage/commission paid/payable to the partner, shall be inclusive of any tax, in connection with the agency and shall be paid to the partner only after reduction of the applicable taxes at the applicable rates in force from time to time.
The partner shall not have any claim against the SAMCO Securities Ltd. for any loss incurred by him/her as not anticipated and arising out of any revision in the rate(s) of commission/brokerage for business canvassed/fund mobilized.
In case the partner receives any fee which is not due or payable to the partner, SAMCO shall be entitled to recover or adjust all such amount wrongly paid to the partner.
It is competent to enter into a legally binding contract and the acceptance of this terms and conditions under the applicable laws and that it is not incompetent to contract within the meaning of the Indian Contract Act, 1872 as amended time to time.
Acceptance of Terms and Conditions constitutes a legal, valid and binding obligation enforceable in accordance with its term.
All necessary consents and approvals contemplated herein have been or shall be obtained from the governmental, regulatory or statutory authorities for the performance of the obligations under the agreement.
It shall abide by the Association of Mutual Funds of India (AMFI) guidelines, Prevention of Money Laundering Act 2002, SEBI Act, 1992 and all the other applicable guidelines, laws, rules and regulations and notifications.
It does not fall within the definition of "Investment Adviser" as per the IA regulations.
It shall comply with the IA Regulations at all times and shall immediately communicate to SAMCO upon any applicability of any prohibitory or restricting provisions under the IA regulations during the subsistence of this agreement.
It falls within the provisions of Regulations 4 of the IA regulations and is this not required to be registered as an Investment Adviser.
Confidential information shall mean all information disclosed to the parties under this agreement including but not limited to the details of the investors. The party receiving the information shall be the "Recipient Party" and the party disclosing the information shall be the "Disclosing Party". However, the Parties agree that the following shall not be considered Confidential Information.
Becomes generally available to the public other than as a result of disclosure by the disclosing party, employees or representative; or Information which was previously known to the recipient Party prior to receipt from the disclosing party.
OR Information that is developed independently by the recipient party or any of its employee, agents or representatives who had no access to the Confidential Information provided by the disclosing party.
OR Information which is disclosed to the regulatory authority;
OR Information which is disclosed pursuant to the requirement or request of a government agency or court of competent jurisdiction.
Each party further acknowledges and agrees to protect Confidential Information, the standard of care required by the Party in protecting the confidential information shall be the same standard of care that the disclosing party used in protecting its own Confidential Information. Parties hereto shall disclose Confidential Information or permit disclosure of confidential information to its employees or agents or service provider only on the Need To Know basis.
SAMCO and the Partner mutually agree to as follows:
That they shall keep the personal information and/or Sensitive Information that is collected from the investor and/or unit holder as strictly confidential and would make use of the same only for the purpose for which it has been authorized to collect the information.
The covenants of confidentially set forth herein shall survive and continue and be maintained from the date hereof even after the termination of this Agreement.
The partner is responsible for maintaining and protecting the confidentiality of their login id and password issued by SAMCO. The partner agrees to accept responsibility for all activities that occur under their log in ids and passwords. SAMCO shall not be held liable for any actions, claims, damages, losses, suits, proceedings, demands, or expense costs charges in respect thereof or otherwise on account of the use of such Partner Portal, or other such online facilities by a person other than those authorized or nominated by the partner.
SUSPENSION AND TERMINATION
The appointment of the partner shall continue to remain in full force and effect unless terminated by SAMCO or the partner, in accordance with the provisions contained herein.
Both parties are free to terminate this agreement by serving one-month advance notice to the other party without assigning any reason.
SAMCO shall be entitled to terminate the engagement of the partner forthwith, if;
A) The partner is found to be a minor or adjudicated as an insolvent or found to be of unsound mind by a court of competent jurisdiction;
B) It is found that the Partner has knowingly participated in or connived in any fraud, dishonesty or misrepresentation against SAMCO or any client.
C) Any statement made by a partner in the partner empanelment form on this agreement is found to be false or misleading or intended to mislead.
D) The partner conducts or acts in manner, which is deemed prejudicial to the interest of SAMCO, its service provider or other partners and Associates.
E) The partner does not comply with all applicable, statues, ordinance, regulations, administrative rulings and requirements.
F) The partner remains inactive in business with SAMCO for a considerable period of time decided by SAMCO from time to time. SAMCO also reserves the right to suspend brokerage under such cases.
G) The partner resorts to threat or abusive language or mental harassment in its conduct with employees or officials of SAMCO.
H) Partner is collecting cash from the client and issuing Cheques or demand drafts from his account or any other third-party account to utilizing such accounts for the non-bonafide purposes.
In case of termination of this agreement, all other services shall also be terminated, irrespective of any tenure or subscription period remaining, if any. Partner shall not be entitled to any refund of any amount of compensation for the account of termination here-in- under.
SAMCO is not liable for any consequences arising from such suspension or termination of partners. SAMCO cannot be held liable for any refund of fees, actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, and/or investments made in infrastructure, systems, employees etc. or charges in respect thereof or otherwise on account of such suspension or termination.
Upon the death of individual partner, the partner status shall be deemed to be terminated w.e.f the date of death. The nominated person or the legal heir would be entitled to receive the payment of all the pending dues of the deceased partner subject to compliance with any rules, regulations, guidelines, etc. laid down by AMFI or SEBI or any other competent authority.
The partners hereby declare and covenant to defend, indemnify and hold SAMCO its director, affiliates, promoters, employees’ successors in interest and permitted assigns harmless from and against all claims, liabilities, costs, charges, damages and assertions of liabilities of any kind or nature resulting from:
i) Any failure to comply with all applicable legislation, statues, ordinance, regulations, circulars, administrative rulings or requirement of law;
ii) The misfeasance, negligence, defaults, misconduct, or fraudulent acts of & by the partner or its representatives, employees, directors, agents, representative; and
iii) Any and all actions, suits related to succession and testamentary, proceedings, assessments, settlement, arbitration judgments, costs and expenses, including attorneys' fees, resulting from any of the matter set forth herein above.
iv) Fraudulent, improper, incorrect, wrongful or negligent, performance, work, service, act or omission by the partner including any of its employees and representative;
v) Willful misconduct of the partner or any of its employees and representative.
vi) all actions causes, suits, proceedings, accounts, claims and demands, including claims demands in respect of any prospective or retrospective liability, or any loss, financial or otherwise, whatsoever or arising on account of the SAMCO, partners, candidates, or its executors, administrators, successors, taking any action, mistakes, errors or loss of document,missing applications or other documents on account of applications or documents being incomplete in any way, etc whatsoever and/or resulting in the same, undertaking any, and against all damages, costs, charges, expenses, sums of money incurred in respect thereof otherwise in relation to the aforesaid reasons.
SAMCO shall not be liable for any delay or rejection in respect of any transaction or the subsequent receipt of such transaction or account statement or delivery to a wrong person of any information, including but not limited to login information, account statements, Transaction confirmations, electronically or otherwise, which have been made through SAMCO or SAMCO portal, for any reason whatsoever. Further SAMCO cannot be held responsible or liable for any and all damages, liabilities actions, causes of actions, suits, claims, demands, losses, costs and expenses, whether direct, indirect, incidental or consequential from such delays, - executions, rejections, non-communication and/or miscommunication of information, non-payment of proceeds in regards to any Transaction or request for any Product and Service or otherwise made through SAMCO or its portal for any reason whatsoever.
SAMCO shall not be liable for any delay or nonpayment of any proceedings on redemption or dividend payouts by the AMCs to the client of the partners by any reason whatsoever.
If the foregoing limitation is held to be unenforceable, the maximum liability of SAMCO and its service providers to the partners shall not exceed the amount of fees actually paid by the partner for the products or services which have been ordered or availed through SAMCO or its portal.
The agreement shall be interpreted as the law of India.
Any claims, disputes or differences arising under or in connection with this agreement or anything done or omitted to be done pursuant hereto shall be subject to the exclusive jurisdiction of the civil courts of Mumbai.
The parties may choose to settle any controversy or claim arising out or relating to the breach thereof by arbitration to be held in Mumbai in accordance with the law of jurisdiction and judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof.
SAMCO and Partner will be collectively referred to as “Parties” and severally as “Party”.
In this agreement, wherever the context so requires, reference to the neuter gender includes reference to the feminine and masculine genders and vice versa.
Clause headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation or construction of this agreement or any of any clauses.
It is clarified that this agreements is on a principal to principal basis and does not and shall not constitute or deemed to a constitute a partnership or joint venture or agency of any kind under the Indian Contract Act or any other law for the time being in force and does not create and shall not be deemed to create any employer- employee or principal-agent relationship between the parties.
The Partner is not entitled to subcontract or transfer any of its rights and obligations under this Agreement without prior consent of SAMCO. SAMCO may assign all or part of its obligations under this Agreement.
If any provision of this agreement is held unenforceable, such provision will be modified to reflect the parties’ intention. All remaining provisions of this contract shall remain in full force.
The Agreement constitutes the complete agreement between the parties and supersedes all prior agreements, written or oral, concerning the subject matter of this Agreement.
Any information, material, product or service offered or purchase through SAMCO and/or its portal may contain typographical errors or inaccuracies. Any dated information is published as of its date only with due care, and SAMCO does not undertake any obligation or responsibility to update or amend any such information. The information, products and services on the portal are provided on “AS IS, WITH ALL FAULTS”,”WHERE IS” and ”WHERE AVAILABLE” basis.
SAMCO does not warrant the information or services provided on its portal, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
The service herein is provided without warranty of any kind, either express or implied, including without limitation, any warranty for information, data, services, uninterrupted access, or products provided through or in connection with the service. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of,or use of record, whether for breach of contract, tort, negligence, or under any other cause of action. Neither SAMCO nor any of its employees, agents, successors, assigns, affiliates, group companies or content or service providers shall be liable to Partner or other third party for any direct, indirect, incidental, special or consequential damages arising out of use of service or inability to gain access to or use the service or out of any breach of any warranty.
SAMCO (including its and their directors, employees, affiliates, agents, representatives or subcontractors) shall not be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipments failures, telephones interconnect problems, defects, weathers, strikes, walkouts, re, riots, armed conflicts, acts of war, or other like causes. SAMCO shall have no responsibility to provide you access to the Portal during such interruptions.
SAMCO represents that it has taken due care and caution in providing information on Portal and such information or references maybe be taken from external reliable sources has been deemed appropriate by SAMCO. However, SAMCO does not make any guarantees or warranties whatsoever express or implied, regarding the accuracy, adequacy, timeliness, completeness, reliability, functionality, fullness, of any information, data, analysis, report, etc., in any mode of manner SAMCO shall not be responsible for any errors or omissions or further decisions and consequences thereof based on any information, data, analysis, reports, etc., are made available by SAMCO, in any mode of manner, to Partners or any other entity.
Any information, data, market analysis, research reports, etc. made available by SAMCO, in any mode, manner or format, shall not be construed as a representation legality, feasibility, fitness or validity of Any security, Product or Service under applicable laws.
SAMCO may place on its Portal contents like advertisements, banners, reports, articles, audio/videos files, etc, including links to third party websites. However, SAMCO does not validate or qualify or endorse such contents and is not responsible for any such content or information, claims, statements and for any decisions taken thereof, for any reason whatsoever.
The Party shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by or force majeure event (define below) and in such case its obligations shall be suspended for so long has the Force Majeure Event continue. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, food, explosion, acts of God, civil commotion, strike, riots, insurrection, war of acts of government.
ARBITRATION OF DISPUTE
In the event of any dispute between the parties, they shall on good faith first discuss mutually and endeavor to arrive at an acceptable solution. If they are unable to do so, the dispute maybe referred to arbitration by a sole arbitrator to be mutually appointed by the parties. In case the parties fail to arrive at consensus for appointment of a sole arbitrator within a period of 15 days then the parties shall appoint an arbitrator each who in turn will appoint the third arbitrator. The decision arising out of the arbitration shall be final and binding on the parties. The arbitration shall be conducted in English language and the venue shall be Mumbai.