This document contains the terms and conditions (the “Terms”) applicable to the opening and operation of your (hereinafter referred to as the “Client”) account for utilizing the internet brokerage services offered by UAE Exchange & Finance Ltd. (hereinafter referred to as the “Member”), a trading member of the National Stock Exchange, Mumbai (hereinafter referred to as “Exchange”). These Terms shall form part of the Member Client Agreement (hereinafter referred to as “Agreement”) entered into between the Member and the Client. The Client’s access to and use of the account with the Member is subject to his/her/its compliance with all the terms and conditions set forth herein.
1. GENERAL TERMS AND CONDITIONS GOVERNING THE SERVICE
1.1 Web Site & Transaction Order System : The Client is aware that all the orders placed by him/her/it will only be through the web site www.uaeexchange-xtrade.com and the transaction order system maintained by the Member.
1.2 Dematerialized Securities : All orders made by the Client shall only be in securities compulsorily traded in the dematerialized form. All deliveries of securities made by or to the Client shall only be in the dematerialized form. The Member shall notify the securities for which this facility is made available from time to time on the web site. The Member would have the right to add or delete securities for which the facility is made available in its absolute discretion and details of the same would be posted on the web site and no separate intimation thereof will be sent to the Client either physically or electronically
1.3 Compliance with Laws
All transactions that are carried out by and on behalf of the Client shall be subject to Government notifications, the rules, regulations and guidelines issued by SEBI, the Reserve Bank of India and the National Securities Depository Limited, the Central Depository Services Limited, the Securities Contracts Regulation Act and the rules made there under, and the byelaws, constitution, rules, regulations, customs and usage of the Exchange and their clearing houses, if any, on which such transactions are executed and/or cleared by the Member.
1.4 Material/ Information on the Web Site
(a) The Client agrees that all investment and disinvestments decisions are based on the Client’s own evaluation of financial circumstances and investment objectives. This extends to any decision made by the Client on the basis of any information that may be made available on the web site of the Member. The Client will not hold, nor seek to hold the Member or any of its officers, directors, employees, agents, subsidiaries, affiliates or business associates liable for any trading losses or other losses, costs or damage incurred by the Client consequent upon relying on investment information, research opinions or advice or any other material/information whatsoever on the web site whether put up by the Member or any other agency. The Member does not represent, and shall not be deemed to have represented, that the investment information on the web site is accurate or complete.
(b) The Client is aware that any information on the web site based on the research of the Member or other external sources is subject to normal variations in the stock market and is merely an estimation of the viability or otherwise of certain investments, and the Member shall not be deemed to have assumed any responsibility for such information. The Client should seek independent professional advice regarding the suitability of any investment decision. The Client also acknowledges that the Member’s employees are not authorized to give any such advice and that the Client will not solicit or rely upon any such advice from the Member or any of its employees.
1.5 Further Documentation
The Client agrees to complete any further documentation that may be required by the Exchange and regulatory authorities or under the Member’s policies from time to time.
1.6 Subject Matter of Terms It is clarified that the subject matter of the Terms is trading in shares or purchase and sale of shares in dematerialized form in the cash/ normal segment of the market.
2. CONDITIONS GOVERNING TRADING
2.1 Initial Margin
(i) The Client shall make the prescribed initial margin in the form of cash and/or in the form of securities (the “Margin”) with the Member simultaneously with the opening of the account and prior to commencement of trading. The Client shall be permitted to trade up to a pre-determined number of times of the Margin (the “Multiple”) and the
quantum of the Multiple on the Margin shall be as decided at the sole discretion of the Member. The Margin will not be interest bearing. The Member shall have, at its sole discretion, the irrevocable right to set off a part or whole of the Margin i.e. by way of appropriation of the relevant amount of cash or by sale or transfer of all or some of the securities which form part of the Margin, against any dues of the Client or of a member of the Group of the Client (for the purposes of these Terms, “Group” shall mean all the individuals, group companies, firms, entities and other persons as specified in the schedule to the Member Client Agreement) in the event of the failure of the Client or a member of the Group of the Client to meet any of their respective obligations under these Terms.
(ii) In case where the payment by the Client towards the Margin is made through a cheque issued in favor of the Member, any trade(s) would be executed by the Member only upon the realization of the funds of the said cheque.
(iii) The Client agrees and authorizes the Member to determine the market value of securities placed as Margin. The Client undertakes to monitor the market value of such securities on a continuous basis. The Client further undertakes to replenish any shortfall in the value of the Margin consequent to a fall in the market value of such securities placed as Margin immediately whether or not the Member intimates such shortfall.
(iv) The Member may at its sole discretion prescribe the payment of Margin in the form of cash instead of securities. The Client accepts to comply with the Member’s requirement of payment of Margin in the form of cash immediately failing which the Member may sell, dispose, transfer or deal in any other manner the securities already placed with it as Margin or square off all or some of the positions of the Client as it deems fit in its discretion without further reference to the Client and any resultant or associated losses that may occur due to such square off/sale shall be borne by the Client, and the Member is hereby fully indemnified and held harmless by the Client in this behalf.
(v) The Client agrees that any securities placed by him/her/it as Margin may in turn be placed as margin by the Member with the Exchange or banks or such other institutions as the Member may deem fit. The Client authorises the Member to do all such acts, deeds and things as may be necessary and expedient for placing such securities with the Exchange/banks/institutions as margin.
(vi) Any reference in these terms to sale or transfer of securities by the Member shall be deemed to include sale of the securities, which form part of the Margin, maintained by the Client with the Member. In exercise of the Member’s right to sell securities under the Agreement, the Client agrees that the choice of specific securities to be sold shall be solely at the Member’s discretion.
2.2 Shortfall in Margin
(a) The Client is responsible for all orders, including any orders that may be executed without the required Margin in the Client’s account or the bank account (in the event that the Client has executed a power of attorney in terms of Clause 3.1 of these Terms). If the Client’s order is executed despite a shortfall in the available Margin, the Client shall, whether or not the Member intimates such shortfall in Margin to the Client, instantaneously make up the shortfall either through delivery of shares in the event of a sale or credit the required funds in the bank account via wire or personal cheque, banker’s cheque or money order or account transfer or any other mode.
(b) The Client’s positions are valued at the latest market price available (‘mark to market’) on a continuous basis by the Member. If on such mark to market, the loss incurred by the Client is more than the Margin available with the Member, the Client shall instantaneously pay additional Margin.
(c) If payment/securities towards the Margin or shortfall in Margin is not received instantaneously to enable restoration of sufficient Margin in the Client’s account, all or some of the positions of the Client may be squared off or the securities placed as Margin by the Client may be sold off by the Member at its sole discretion, without any further reference to the Client and without prior notification, and any resultant or associated losses that may occur due to such squaring off or sale of securities shall be borne by the Client, and the Member is hereby fully indemnified and held harmless by the Client in this behalf.
2.3 Execution of Orders; Confirmation
(a) The Client shall be allowed to trade only during the trading hours of the Exchange. The Client understands that entering an order electronically on the web site, including market orders, does not guarantee execution of the order. An order made by the Client shall be deemed to be received by the Member only on confirmation of the order by the Member on the web site. The Member has the absolute right to reject any order that may be made by the Client for any reason whatsoever including for the breach of the requirement of maintaining the prescribed Margin in the Client account or the bank account (in the event that the Client has executed a power of attorney in terms of Clause 3.1 of these Terms).
(b) The Client is required to ascertain the status of his/her/its order (including any rejection of the same) which would be posted only on the relevant sections of the web site, and no separate confirmation of the execution/ rejection of the order would be sent to the Client either physically or electronically. Further, the Exchange may cancel the trade suo-moto without giving any reason thereof. The Member shall be entitled to cancel relative contracts with the Client. The Member shall not be liable for any losses, damage or claims on account of such rejection or cancellation of any trade for any reason whatsoever. Further, the Member may, at its sole discretion, subject any order made by the Client to manual review and entry, which may cause delays in the execution of the Client’s orders.
(c) The Client is required to ascertain all ledger balances of securities in his/her/its account, which would be posted only on the relevant sections of the web site, and no separate intimation of the ledger balances of the Client in his/her/its account would be sent to the Client either physically or electronically. Subject to prescribed regulations, depository participant statements will be posted only on the relevant sections of the web site and no separate intimation thereof will be sent to the Client either physically or electronically.
2.4 Price of Securities
The Client understands that with respect to any order, the Client will obtain the price at which the order was actually executed in the market, which may be different from the price at which the security was trading when the Client’s order was entered into the Member’s system.
2.5 Mistaken Order
The Member shall not be responsible for any order that is made by the Client by mistake and every order that is entered by the Client through the use of the allotted user identification (ID) and password shall be deemed to be a valid order for which the Client shall be fully responsible.
2.6 Reconfirmation of Certain Orders
The Client hereby confirms that he/she/it is aware that the Member has provided on the web site a facility for reconfirmation of orders which are unusual and/or large and need to be executed using the Member’s discretion. These orders are subject to manual review and consequently execution of these orders may be delayed. The Member reserves the right to reject any order based on risk perceptions.
2.7 Cancellation or Modification of Orders
(i) The execution of order cancellations or modifications is not guaranteed. Cancellation of orders is possible only if the original order remains pending at the Exchange. Market orders are subject to immediate execution. The Client shall not presume that an order has been executed or cancelled or modified and the Client is required to verify the status of his/her/its orders on the web site in accordance with Clause 2.3 above.
(ii) Unless otherwise specified by the Member, any order not executed at the end of the day shall stand cancelled.
2.8 Corporate Benefits; Settlement Cycles
(a) The Client accepts responsibility for knowing the status of all corporate benefits like rights and bonus issues, dividends and stock splits of shares he/she/it intends to trade in or held in his/her/its account. The Client accepts responsibility for knowing the correct ISIN numbers of the shares in his/her/its account and the eligibility of the shares to meet share pay in obligations to Exchange whether received by way of purchases, rights, bonuses, stock splits, off market transfers or otherwise.
2.9 Brokerage and Other Charges
(i) The Client agrees to pay the brokerage charges, Exchange related charges, statutory charges and any other charges (including but not limited to security handling charges on settlement) as they exist from time to time and as they apply to the Client’s account, in respect of transactions and services that the Client receives from the Member. The brokerage shall be paid in the manner intimated by the Member to the Client from time to time, including as a percentage of the value of the trade or as a flat fee or otherwise, together with the service tax as may be applicable from time to time on the same. The Client further agrees to pay any applicable taxes that may be levied on the transaction.
(ii) The Member shall debit the charges of the depository participant for the trades and the bank charges for the realisation of cheques etc. to the Client’s account.
2.10 Delayed Payment charges
Notwithstanding anything contained in these Terms, any amounts which are overdue from the Client to the Member will be charged delayed payment charges at rates as may be determined by the Member and notified on the web site and the Client hereby authorises the Member to directly debit the same to the account of the Client at the end of each month.
2.11 Delayed Reporting of Transactions
(a) If trades or transactions are reported late to the Member on account of any problems at the Exchange or for whatever reason, the Client in turn will be subject to late reporting of transactions.
(b) In addition, any errors reported to the Client for any reason whatsoever will stand subsequently corrected to reflect the transaction that was effected in the market.
2.12 Proceeds on Sale of Securities
The proceeds of the sale will be paid to the Client a day after the pay out for the relevant settlement is received from the Exchange/Clearing House. The amount, if any, due to the Client, for the settlement, will normally be paid/credited at the request of the Client, to the designated bank account after two days following the pay out. The Member shall have the right to offset the amounts payable to the Client against any amounts outstanding in the account of the Client or in the accounts of the member of the Client’s Group of the Exchange.
2.13 Lien on Client’s Account
All the securities and monies belonging to the Client in any depository or bank account, which is under the control of or in the possession of the Member, shall be subject to a lien for the discharge of any obligation or indebtedness of the Client or a member of the Client’s Group to the Member. In enforcing the lien, the Member shall have the sole discretion of determining the securities or assets that are to be liquidated.
2.14 Restrictions on Access to Web Site and Trading
The Client understands that the Member may at any time, at its sole discretion and without prior notice to the Client, prohibit or restrict the Client’s access to the use of the web site or related services and the Client’s ability to trade. The Member may terminate the Client’s account at any time for any reason and without prior notice to the Client. The Client will bear any loss that he/she/it may be faced with due to inability to execute further trades on account of such restriction. The closing of an account will not affect the rights and/or obligations of either the Member or the Client incurred prior to the date the account is closed.
2.15 Recording of Conversations
The Client agrees and authorises the Member, at its sole discretion and without prior notice to the Client, to record any conversation between the Client and the Member. Such recording shall be accepted as conclusive and binding for all purposes including resolving disputes regarding execution of orders subject to these Terms.
2.16 Principal-Agent Relationship
The Member is deemed to act as the agent of the Client for all purposes unless the Member notifies the Client, electronically or in writing, that the Member is acting otherwise. The Client agrees that the Member acts as the agent of the Client to complete all such transactions and is authorised to make advances and expend monies as required.
2.17 Conclusiveness of Records
The Member’s own records of the trades/transactions maintained through computer systems or otherwise shall be accepted as conclusive and binding on the Client for all purposes.
3. POWER OF ATTORNEY
3.1. Bank Account
If the Client executes a power of attorney in relation to the operation of its bank account, the Member is hereby authorised to directly operate the bank account of the Client to the extent necessary to credit and debit the proceeds/dues from the various transactions that are carried out by the Member on behalf of the Client, and also to debit (i) depository participant account charges, (ii) Margin due or shortfall in Margin due from the Client, and (iii) any other charges or dues from the Client. The Client also agrees and shall authorise the designated bank to block the required amount in the designated bank account against the desired limits and settlement obligations solely on the instructions from the Member in this regard. Once the amounts in the account are blocked, the Member shall, if the order of the Client gets executed either fully or partially, instruct the bank to transfer the amount equal to such obligation to the Member’s account on the settlement date or the pay in or pay out date and release the balance amounts that are blocked in the case where the order of the Client is partially executed or the full amount that is blocked in the case where the order does not get executed. The Client will not be allowed to withdraw, issue a cheque or otherwise use the blocked funds in its account. The Member will not be liable in any manner for any loss or claims that may arise due to any blocking of funds that may be erroneously instructed by the Member to the designated bank.
3.2 Depository Account
The Client shall execute a power of attorney for the operation of its Depository account authorising the Member to directly enable the transfer of relevant securities to the pool account of the Member through the issue of the necessary delivery instructions duly signed on behalf of the Client and to pledge, sell, dispose, transfer or deal in any other manner the securities placed by the Client with the Member as margin and lying in the depository account. The Client shall also authorise the designated Depository participant to block the securities sold in the designated Depository account against the Client’s order to sell securities. Once the securities in the account are blocked the
Member shall, if the order of the Client is executed either fully or partially, instruct the depository participant to transfer the securities which are sold, to the UAE Exchange & Finance Ltd pool account in time to meet the settlement obligation and release the balance securities that were blocked in the case of partial execution or all the securities that are blocked in the case of non execution. The Client agrees that it will not be allowed to pledge, instruct transfer or otherwise use the blocked securities in its account. The Client also agrees that the blocking of the securities will be given first priority as against any other instructions issued by it against the blocked securities.
3.3 Freezing of the Accounts
In a case where the Client executes both or any of the powers of attorney referred to above, the Client shall be entitled to exercise the right to close/freeze/pledge the accounts with the depository participant and/or the bank, as the case may be, only if there is no obligation pending to be met by the Client or any member of the Client’s Group in favour of the Member in the form of cash and/or security.
4. MEMBER CLIENT COMMUNICATION
4.1 Form of Communication
Documents, which may be sent by electronic delivery between the parties, may be in the form of an electronic mail (including any auto replies from the system of the Member), an electronic mail attachment, or in the form of an available download from the web site. The Member shall be deemed to have fulfilled any legal obligation to deliver to the Client any such document if sent via electronic delivery, provided however that the notice of termination specified in Clause 6.10 of these Terms shall be in writing.
4.2 Electronic Communication of Documents
The Member shall send to the Client by electronic means the contract note/trade confirmations of the trades executed, bills and account statements. The Client agrees that the Member fulfils its legal obligation to deliver to the Client any such document if sent via electronic delivery. The Client understands that it is his/ her/its responsibility to review, upon first receipt, whether delivered to Client by mail, by e-mail (including any auto replies from the system of the Member), or other electronic means, all confirmations, statements, notices, contracts, bills and other communications. All information contained therein shall be binding upon the Client, if the Client does not object, either in writing or via electronic mail, within twenty four hours after any such document is sent to the Client. In all cases, the Member reserves the right to determine the validity of the Client’s objection to the transaction. The Client agrees that the Member will not be responsible for non-receipt of documents sent via electronic delivery due to change in email address of the Client. The Client also agrees that the Member shall not take cognizance of out-of-office/out-of-station auto replies and the Client is deemed to have received such electronic mails.
4.3 Change of Address
Unless the Client informs the Member of the change of the address for communication in writing, all notices, circulars, communication or mail sent to the existing address shall be deemed to have been received by the Client irrespective of whether they are actually received or not.
4.4 Protection of Password
The Client shall immediately notify the Member in writing, delivered via e-mail and Registered AD, if the Client becomes aware of any loss, theft or unauthorized use of the Client’s password and account number; or any failure by the Client to receive an accurate written confirmation of an execution including the contract note for the same; or any receipt by the Client of confirmation of an order and/or execution which the Client did not place; or any inaccurate information in the Client’s account balances, securities positions, or transaction history. In the case where the Client notifies such loss, theft or unauthorized use of the Client’s password and account number to the Member, the Member shall suspend the use of the account of the Client. However, the Client shall be responsible and liable for all transactions that are carried out by the use of the Client password. When any of the above circumstances occur, neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Client or to any other person whose claim may arise through the Client with respect to any of the circumstances described above.
4.5 Member’s Liability
Under no circumstances shall the Member or anyone involved in creating, producing, delivering or managing the Member’s services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the service, delay in transmission of any communication, in each case for any reason whatsoever (including on account of breakdown in systems) or out of any breach of any warranty or due to any fraud committed by any person whether in the employment of the Member or otherwise.
4.6 Amendment/ Modification of the Terms
The Member may at any time amend these Terms, by modifying or rescinding any of the existing provisions or conditions or by adding any new provision or condition, by conspicuously posting notice of such amendment on the web site. The Member shall not be required to communicate any modification or rescission individually to the Client either through physical or electronic form, and any separate notice of amendment or modification is deemed to be waived by the Client. The continued use of the services of the Member after such notice will constitute acknowledgement and acceptance of such amendment. These Terms (as amended or modified from time to time) represent the entire agreement between the Client and the Member concerning the subject matter hereof.
4.7 Notices/ Policies
Certain policies and/or procedures may be further outlined on the Member’s web site and material/literature and frequently asked questions (FAQ’s) provided to the Client. Through the use of the Member’s web site and services, the Client agrees to be bound by any and all such notices, policies and terms of doing business.
5. PASSWORD, SECURITY PRECAUTIONS AND INFRASTRUCTURE
5.1 Use of Client-ID and Password
The Client confirms and agrees that it will be the sole authorised user of the password/s to be given to it by the Member. The Client accepts sole responsibility for use, confidentiality and protection of the password/s as well as for all orders and information changes entered into the Client’s account using such password. The Client shall ensure that the password/s is/are not revealed to any third party or recorded in any written or electronic form. If the Client forgets the Client-ID or password, a request for change of the password should be sent to the Member in writing. On receipt of such a request, the Member shall discontinue the use of the old password and shall generate a new password for the Client, which shall be communicated to the Client. However, the Client shall be responsible and liable for all transactions that are carried out by the use of the old password. Neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Client or to any other person whose claim may arise through the Client with respect to any of the circumstances described above.
5.2 Form of Password
The Client shall use password at least 6 characters in length, which is a combination of alphabets and numbers. The password shall not be a combination relating to name or age or other personal information, which would render it easily deducible.
5.3 Recording of Password
The Client shall memorise the password and not record it in written or electronic form. In the event that the Client does record the password in written or electronic form, he/she/it shall do so at his/her/its sole risk and responsibility.
5.4 Responsibility for Use of Client-ID and Password
Any order entered using the Client’s ID and password is deemed to be that of the Client. If third parties gain access to the Member’s services through the use of the Client’s ID and password, the Client will be deemed to be responsible for the same and hereby indemnifies and holds harmless the Member against any liability, costs or damages arising out of claims or suits by or against such third parties based upon or relating to such access and use, since the primary responsibility for such transaction shall be that of the Client.
5.5 Communications Equipment of the Client
The Client is responsible for installing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required at the Client’s end and connectivity required for accessing and using the web site or related services. All communication costs, service charges, levies and fees incurred by the Client in accessing the web site or related services will be borne by the Client.
5.6 Client’s Infrastructure
For the purposes of these Terms, it is presumed that the Client has all the necessary and compatible infrastructure ready at its end for the purpose of accessing the web site of the Member prior to accessing the services provided pursuant to these Terms. The Member will not (and shall not be under any obligation to) assist the Client in installing the required infrastructure or obtaining the necessary equipment, permits and clearances to establish connectivity or linkages to the web site of the Member.
5.7 Prevention of Unauthorised Use
The Client will install the necessary safeguards and access restrictions to prevent unauthorised use of Clients computer systems and ensure that no unauthorised person can gain access to the computer systems.
5.8 Liability for Incorrect Instructions
The Client agrees to fully indemnify and hold harmless the Member for any losses arising from the execution of incorrect/ ambiguous or fraudulent instructions that got entered through the system at the Client’s end.
5.9 Secure Electronic Records and Digital Signatures
In the event that the certifying authorities and other infrastructure contemplated under the Information Technology Act, 2000, for ensuring secure electronic records and secure digital signatures is notified by the concerned authorities and the infrastructure to enable the same is in place, the Member would have the right to require the Client to authorise the various transactions on the web site by means of such secure electronic records and secure digital signatures and discontinue the usage of the Client password.
6. MISCELLANEOUS PROVISIONS GOVERNING THE TERMS
6.1 Use of web content
The Client agrees that each participating Exchange or association or agency asserts a proprietary interest in all of the market data it furnishes to parties that disseminate the said data. The Client shall use real-time quotes received on the web site of the Member only for the Client’s individual use and shall not furnish such data to any other person or entity. The Client is authorised to use materials which are made available by the Member’s web site for the Client’s own needs only, and the Client is not authorised to resell access to any such materials or to make copies of any such materials for sale or use to and by others. The Client shall not delete copyright or other intellectual property rights notices from printouts of electronically accessed materials from the Member’s web site.
6.2 Limitation of liability
(i) The Member does not guarantee, and shall not be deemed to have guaranteed, the timeliness, sequence, accuracy, completeness, reliability or content of market information, or messages disseminated to the Client. The Member shall not be liable for any inaccuracy, error or delay in, or omission of, (1) any such data, information or message, or (2) the transmission or delivery of any such data, information or message; or any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption in any such data, information or message, due either to any act or omission by the Member or to any “force majeure” event (e.g., flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, shut down of systems for any reason (including on account of computer viruses), equipment or software malfunction), any fraud committed by any person whether in the employment of the Member or otherwise or any other cause within or beyond the reasonable control of the Member.
(ii) The Member shall not be liable for any inaccuracy, error, false statement, misrepresentation or fraud committed by any sales or other associates/third parties engaged by the Member to promote the services offered by it. The Client agrees that he/she/it places no reliance on such persons and will exercise due care and diligence in relying on any statements made by such persons. Further such persons are not and cannot be construed as agents of the Member.
6.3 Interruption in service
The Member does not warrant that the service will be uninterrupted or error free. The service is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose. The Client agrees that the Member shall not be held responsible for any breakdown of the system either due to the fault of the systems of the Member or of the Exchange or otherwise.
6.4 Warranties of Client
(a) The Client hereby represents and warrants that the terms and conditions of these Terms have been clearly understood and that the information furnished to the Member is accurate and truthful.
(b) The Client confirms that he/she is of legal age and he/she/it has obtained the necessary approvals from the relevant regulatory/ legal and compliance authorities to access the services provided pursuant to these Terms.
(i) Though orders are generally routed to the marketplace immediately after the time the order is placed by the Client on the system there may be a delay in the execution of the order due to any link/system failure at the Client/Member/Exchange’s end. The Client hereby specifically indemnifies and holds the Member harmless from any and all claims, and agrees that the Member shall not be liable for any loss, actual or perceived, caused directly or indirectly by government restriction, exchange or market regulation, suspension of trading, war, strike, equipment failure, communication line failure, system failure, security failure on the Internet, shut down of systems for any reason (including on account of computer viruses), unauthorised access, theft, any fraud committed by any person whether in the employment of the Member or otherwise or any problem, technological or otherwise, that might prevent the Client from entering the Member’s system or from executing an order or in respect of other conditions.
(ii) The Client further agrees that he/she/it Client will not be compensated by the Member for any “lost opportunity’ viz. notional profits on buy/sell orders which could not be executed due to any reason whatsoever, including but not limited due to time lag in the execution of the order or the speed at which the system of the Member or of the Exchange is operating, any shutting down by the Member of his system for any reason or the Member disabling the Client from trading on its system for any reason whatsoever.
6.6 Death or Insolvency
In the event of death or insolvency or liquidation of the Client or of his/her/its otherwise becoming incapable of receiving and/or paying for or delivering or transferring securities which the Client has ordered to be bought or sold, the Member may close out the transaction of the Client and the Client or his/her/its legal representative(s) shall be liable for any losses, costs and be entitled to any surplus which may result there from.
If any provisions of these Terms are held invalid or unenforceable by reason of any law, rule, administrative order or judicial decision by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or terms held invalid. The validity of the remaining provisions and terms shall not be affected thereby and these Terms shall be carried out as if any such invalid or unenforceable provisions or terms were not contained herein.
6.8 No Assignment
The rights of the Client under these Terms are not transferable under any circumstances and shall be used only by the Client.
6.9 Dispute Resolution
(a) The Member and the Client are aware of the provisions of the bye laws rules and regulations of the Exchange relating to the resolution of the disputes / differences through the mechanism of arbitration provided by the Exchange and agree to abide by the said provisions in so far as any disputes under these Terms relate to transactions that are to be carried out on the Exchange.
(b) In so far as any other disputes or differences in connection with these Terms or their performance (other than the disputes referred to in 6.9 (a) above) are concerned such disputes shall, so far as it is possible, be settled amicably between the Parties and in the case where after 30 days of consultation, the parties have failed to reach an amicable settlement, such disputes shall be submitted to arbitration and such arbitration shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996 (the “Arbitration Act”) by a panel consisting of a sole arbitrator.
The Agreement shall stand terminated by mutual consent of the parties by giving at least one month written notice. The acknowledgement of the Member should be obtained on the copy of the notice served by the Client. The Client will remain responsible for any transactions made in its account through the website of the Member prior to such termination. Closing of the account will not affect the rights and obligations of either party incurred prior to the date the account is closed.
All trades, transactions and contracts are subject to the Rules and Regulations of the Exchange on which the trades have been executed and shall be deemed to be and shall take effect as wholly made, entered into and to be performed in the city of Cochin/Mumbai and the parties to such trade shall be deemed to have submitted to the jurisdiction of the Courts in Cochin/Mumbai only.
6.12 Authorised Representative
The instructions issued by an authorised representative of the Client shall be binding on the Client in accordance with the letter authorising the said representative to deal on behalf of the Client.
6.13 Foreign Jurisdiction
This service does not constitute an offer to sell or a solicitation of an offer to buy any shares, securities or other instruments to any person in any jurisdiction where it is unlawful to make such an offer or solicitation. This service is not intended to be any form of an investment advertisement, investment advice or investment information and has not been registered under any securities law of any foreign jurisdiction and is only for the information of any person in any jurisdiction where it may be lawful to offer such a service. Further, no information on www.uaeexchange-xtrade.com is to be construed as a representation with respect to shares, securities or other investments regarding the legality of an investment therein under the respective applicable investment or similar laws or regulations of any person or entity accessing www.uaeexchange-xtrade.com