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MOTILAL OSWAL FINANCIAL SERVICES LIMITED

TERMS AND CONDITIONS (As per Research Analyst Guidelines)

Motilal Oswal Financial Services Limited (“Research Analyst” or “RA” or “MOFSL”), is SEBI Registered Research Analyst bearing Registration No. INH000000412, enlisted with Research Analyst Administration and Supervisory Body (RAASB)- BSE Limited having its Enlistment No. as ‘5028’.

Pursuant to SEBI (Research Analysts) Regulations, 2014, applicable Guidelines, Master Circular and circulars issued thereunder, RA is hereby disclosing below Terms & Conditions:

This document outlines the mandatory terms and conditions governing the relationship between the client and the Research Analyst (RA). By subscribing to or availing of research services provided by MOFSL, the client confirms their acceptance of these terms and conditions at their sole discretion.

1. Availing of Research Services:

The client confirms that he/she has elected to subscribe the research service of the MOFSL at his/her sole discretion. MOFSL confirms that the research services rendered shall be in accordance with the applicable provisions as outlined in the SEBI (Research Analysts) Regulations, 2014.

2. Obligations on RA and Client:

MOFSL and the client shall be bound by SEBI Act, RA Regulations, and all the applicable regulations, rules, and notifications issued by SEBI or the Government of India, as may be in force from time to time.

3. Client Information and KYC Requirements:

The client agrees to provide complete and accurate information as required by MOFSL for Know Your Customer (KYC) compliance, including any details as mandated by SEBI or RAASB from time to time.
MOFSL will collect, store, upload and verify KYC records in accordance with SEBI guidelines through a KYC Registration Agency (KRA) as specified from time to time

4. Consideration and Mode of payment:

The client shall duly pay to MOFSL the agreed fees for the services that MOFSL renders to the client and statutory charges, as applicable. Such fees, statutory charges and mode of payment is specified in Schedule I.

5. Risk Factors:

Investments in securities carry inherent market risks, including potential loss of capital.
Historical performance of recommendations is not indicative of future returns.
The client must independently assess the suitability of investment decisions based on the research reports provided.
Registration granted by SEBI/ BSE, and certification from NISM in no way guarantee performance of the RA (intermediary) or provide any assurance of returns to the clients.

6. Conflict of Interest:

MOSFL shall comply with all the applicable regulations/ circulars/ directions as specified by SEBI from time to time in relation to disclosure and mitigation of any actual or potential conflicts of interest.
Any actual or potential conflict of interest will be disclosed transparently to the client as and when identified.

7. Termination of Services and Refunds

MOSFL reserves the right to suspend or terminate services in the event of suspension or cancellation of their SEBI registration and
In case of cancellation of SEBI Registration, MOSFL shall refund the pro-rata fees for the remaining subscription period to the client on suspension or termination of services.
In case of Suspension of certificate of registration for more than 60 (sixty) days, MOFSL shall refund the pro-rata fees for the remaining subscription period to the client on suspension or termination of services.
Remaining subscription period shall be period from the effective date of cancellation/ suspension to end of the subscription period.

8. Grievance Redressal and Dispute Resolution:

Clients may escalate grievances related to deficiencies in services as mentioned below to the RA's designated person-
- Non-receipt of research report, or
- Missing pages or inability to download the entire report, or
- Any other deficiency in the research services provide by MOFSL
Contact details of designated person for escalation of grievances are as below: https://www.motilaloswal.com/contact-us
MOFSL shall resolve grievances within seven business working days or as per timelines as specified by SEBI under RA Regulations.
In case you are not satisfied with our response you can lodge your grievance with SEBI at https://scores.sebi.gov.in/ or you may also write to any of the offices of SEBI. SCORES may be accessed thorough SCORES mobile application as well, same can be downloaded from below link: https://play.google.com/store/apps/details?id=com.sebi
Disputes between the MOFSL and the client may be resolved through arbitration or any other modes or mechanism as specified by SEBI from time to time.

ODR Portal could be accessed, if unsatisfied with the response. Your attention is drawn to the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, on “Online Resolution of Disputes in the Indian Securities Market”. A common Online Dispute Resolution Portal (“ODR Portal”) which harnesses conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established. ODR Portal can be accessed via the following link - https://smartodr.in/

9.Mandatory Notices

Clients are advised and requested to familiarize themselves with SEBI’s guidelines, including the Do’s and Don’ts while dealing with RAs, as specified in SEBI’s Master Circular No. SEBI/HO/MIRSD-POD-1/P/CIR/2024/49 dated May 21, 2024, or as updated by SEBI from time to time.

Link to Master circular for reference- https://www.sebi.gov.in/sebi_data/attachdocs/may-2024/1716290553655.pdf

10. Most Important Terms and Conditions (MITC):

Please refer Annexure A for MITC. Client hereby confirms that he has read and understood the same.

11. Optional Centralized Fee Collection Mechanism

Clients may choose to utilize the Centralized Fee Collection Mechanism (CeFCoM) for fee payments, as made available by SEBI.

If client wants to opt for ‘Centralised Fee Collection Mechanism (CeFCoM)’, an email request for the same may be sent to MOFSL for processing of same. Guidance on the CeFCoM is provided in Circular given below: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240923-8

12. Standard Terms of Service

By subscribing to the research services, the client confirms the following:

I/We have read and understood the terms and conditions applicable to a research analyst as defined under regulation 2(1)(u) of the SEBI (Research Analyst) Regulations, 2014, including the fee structure.

I/We are subscribing to the research services for our own benefits and consumption, and any reliance placed on the research report provided by research analyst shall be as per our own judgement and assessment of the conclusions contained in the research report.

I/We understand that –

Any investment made based on the recommendations in the research report are subject to market risk.

Recommendations in the research report do not provide any assurance of returns.

There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.

By agreeing to render the research services, the RA declares the following:

It is duly registered with SEBI as an RA under the SEBI (Research Analysts) Regulations, 2014 and its registration details are –

Registration number: INH000000412

Registration date: May 06, 2015

It has registration and the qualifications required to render the research services as contemplated under the RA Regulations and the same are valid and subsisting.

The services provided do not conflict with or violate any applicable law or agreement.

The maximum fee charged by the RA is ₹1.51 lakhs per annum per family of clients.

Recommendations provided by the RA do not provide any assurance of returns.

Schedule I

Tariff Details

Tariff:	As communicated at the time availing Research services	As communicated at the time availing Research services
Validity of Service:		As communicated at the time availing Research services
Product Name:		As communicated at the time availing Research services
Fee Schedule:		As communicated at the time availing Research services

Annexure A

Most Important Terms and Conditions (MITC)

These terms and conditions, and consent thereon are for the research services provided by the Research Analyst (RA) and RA cannot execute/carry out any trade (purchase/sell transaction) on behalf of, the client. Thus, the clients are advised not to permit RA to execute any trade on their behalf.
The fee charged by RA to the client will be subject to the maximum of amount prescribed by SEBI/ Research Analyst Administration and Supervisory Body (RAASB) from time to time (applicable only for Individual and HUF Clients).
Note:
1. The current fee limit is Rs 1,51,000/- per annum per family of client for all research services of the RA.
2. The fee limit does not include statutory charges.
3. The fee limits do not apply to a non-individual client / accredited investor.
RA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is one year. In case of pre-mature termination of the RA services by either the client or the RA, the client shall be entitled to seek refund of proportionate fees only for unexpired period.
Fees to RA 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 Centralized Fee Collection Mechanism (CeFCoM) managed by BSE Limited (i.e. currently recognized RAASB).
The RA is required to abide by the applicable regulations/ circulars/ directions specified by SEBI and RAASB from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest. The RA will endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.
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 RA.
The RA cannot guarantee returns, profits, accuracy, or risk-free investments from the use of the RA’s research services. All opinions, projections, estimates of the RA are based on the analysis of available data under certain assumptions as of the date of preparation/publication of research report.
Any investment made based on recommendations in research reports are subject to market risks, and recommendations do not provide any assurance of returns. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report. Any reliance placed on the research report provided by the RA shall be as per the client’s own judgement and assessment of the conclusions contained in the research report.
The SEBI registration, Enlistment with RAASB, and NISM certification do not guarantee the performance of the RA or assure any returns to the client.
For any grievances,
Step 1: The client should first contact the RA using the details on its website or following contact details:
(RA to provide details as per ‘Grievance Redressal / Escalation Matrix’)

Step 2: If the resolution is unsatisfactory, the client can also lodge grievances through SEBI’s SCORES platform at www.scores.sebi.gov.in

Step 3: The client may also consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in
Clients are required to keep contact details, including email id and mobile number/s updated with the RA at all times.
The RA 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 RA.

TERMS AND CONDITIONS (For KYC information)

I/We hereby give consent to download my / our KYC / KRA document from KRA portals. I also give consent to download my KYC records from Central KYC Registry (CKYCR) only for the purpose of verification of my identity and address from the database of CKYCR Registry.

I/We further declare that my / our details provided on the KRA/KYC on KRA portal and CKYCR Registry are true and correct till date. I/We undertake to inform you of any changes therein, immediately. In case any of the above information is found to be false or untrue or misleading or misrepresenting, I/We are aware that I/We may be held liable for it.

I/We hereby consent to receiving information from CVL / KRA / CERSAI through SMS/Email on the above registered number/Email address.

TERMS AND CONDITIONS (For Product Services)

This term of sale governs the sale and subscription of Motilal Oswal Financial Services Ltd (MOFSL) Research360 subscription plans (R360).

In addition to this Terms of Sale, by subscribing to this T&C and using it, you also agree to MOFSL.

Terms of Use, Disclaimer, Privacy Policy and the Cookie Policy (Collectively referred to as ‘R360 Terms’).

MOFSL may change these R360 Terms at any time. Your continued use of R360 or other products of MOFSL means that you accept any new or modified R360 Terms that MOFSL come up with. Please re-visit the `Terms of Use' link at MOFSL website from time to time to stay abreast of any changes that MOFSL may introduce.

1. R360

By subscribing to R360, you will gain access to: Research report of Motilal Oswal Financial Services Limited and much more for a duration, as stated in the respective R360 plan opted by you.

2. Subscription

Auto-Renewal Subscription: Unless you opt-out of auto-renewal or cancel your subscription, which can be done through your account setting research360@motilaloswal.com, R360 subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. You will not receive a notice from us that your promotional period has ended or that your subscription has auto-renewed.
Differing Subscriptions/Promotions. MOFSL may offer a number of types of subscriptions and special promotions. Any materially different terms from those described in this R360 Terms will be disclosed at the time of purchase or in other communications made available to you. MOFSL reserve the right to change or terminate any offered subscriptions/plans or promotions at any time.

3. Payment

Billing - You can pay for your subscription with the payment instrument accepted by payment gateway/processor (‘’Payment Processors’) appointed by MOFSL. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these R360 Terms. MOFSL is not responsible for error by the Payment Processor. By choosing R360 Terms, you agree to pay MOFSL, through the Payment Processor, all charges at the prices then in effect for any use of R360 including for Auto-Renewals in accordance with the applicable payment terms and you authorize MOFSL, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. MOFSL reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. If your payment is unsuccessful by reason of insufficient funds, expiration, or otherwise, you remain responsible for any uncollected amount.
Payment Method - The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or another provider of your chosen Payment Method. If MOFSL, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
Recurring Billing - By placing an order for a subscription, you authorize MOFSL to charge you the subscription fee then in effect at the beginning of each billing period, plus applicable taxes, to your Payment Method. You acknowledge that the amount charged each billing period may vary for reasons that may include price changes, changing your subscription, or changes in applicable taxes, and you authorize us to charge your Payment Method for such varying amount each billing period. Applicable taxes may vary. For example, you authorize us to charge your Payment Method the promotional rate disclosed on the subscription screen in the initial billing period (if applicable) and the regular subscription rate in subsequent billing periods, each with applicable taxes. MOFSL automatically bill your Payment Method on the first day of each billing period. MOFSL reserve the right to change the timing of MOFSL billing, in particular, in the event your Payment Method has not successfully settled.
Current Information Required - You must provide current, complete and accurate information for your billing account. You must promptly notify us or our payment processor if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that MOFSL may continue charging you for any use of R360 under your billing account unless you have cancelled your R360 subscription.
Price Changes - MOFSL reserve the right to charge subscription fees for any of ITS subscriptions at any time. MOFSL will notify you of any changes if the regular fee for your subscription changes from what was stated at the time of your initial order. You will have an opportunity to cancel your subscription at that time. If you do not cancel your subscription, you will be charged the new subscription fee at your next billing period.
Billing Period - MOFSL will charge the subscription fee at the commencement of your subscription or, if applicable, at the end of your free trial period (if any), and automatically on the first calendar day of each billing period thereafter unless and until your subscription is cancelled.

4. Cancellations and Refunds

Cancellations - You can cancel your subscription at any time by writing email to research360@motilaloswal.com. You must cancel your subscription at least 5 (five) Business working days before it renews each billing period to avoid billing of the next billing period’s subscription fees to your Payment Method. Accordingly, when you cancel, you cancel only future charges associated with your subscription, and you will not receive a refund for the current billing period. Your cancellation will become effective at the end of your current billing period, and you will continue to have access to your subscription for the balance of the billing period.
Refunds - Payments are non-refundable, and there are no refunds or credits for partially used billing periods.
Disclosure and Consent - By purchasing a R360 subscription and/or clicking on the box at subscription account / account opening, you consent to receive notices, disclosures, agreements, policies, receipts, confirmations, transaction information, account information, other communications, and changes or updates to any such documents electronically (collectively, the “Electronic Communications”). MOFSL will provide these Electronic Communications to your “My Account” page, and/or emailing them to your primary email address associated with your R360 subscription.

5. KYC Procedure

By accessing the subscription services of Research 360 offered, you agree to the following terms and conditions regarding the submission and processing of your KYC (Know Your Customer) documentation. You expressly authorize us to submit the KYC documents provided by you to the designated KYC Registration Agency (KRA) for the purpose of verifying your identity and ensuring compliance with applicable regulatory requirements. The KYC documentation is collected to verify your identity and adhere to legal and regulatory obligations. You confirm that all information and documents provided are accurate, authentic, and up-to-date, and acknowledge that any misrepresentation or submission of false documents may result in the termination of your access to the subscription services.

We reserve the right to deny access to subscription services if the KYC documentation provided is incomplete, inaccurate, or unverifiable. This process is conducted to comply with the applicable legal and regulatory framework, and your cooperation and consent are essential for fulfilling these obligations. By proceeding with the subscription services, you acknowledge that you have read, understood, and agreed to these terms and conditions.

6.Investor Charter in respect of Research Analyst (RA)

Vision and Mission Statements for investors
- Vision
  Invest with knowledge & safety.
- Mission
  Every investor should be able to invest in right investment products based on their needs, manage and monitor them to meet their goals, access reports and enjoy financial wellness.
Details of business transacted by the Research Analyst with respect to the investors
- To publish research report based on the research activities of the RA.
- To provide an independent unbiased view on securities.
- To offer unbiased recommendation, disclosing the financial interests in recommended securities.
- To provide research recommendation, based on analysis of publicly available information and known observations.
- To conduct audit annually.
- To ensure that all advertisements are in adherence to the provisions of the Advertisement Code for Research Analysts.
- To maintain records of interactions, with all clients including prospective clients (prior to onboarding), where any conversation related to the research services has taken place.
Details of services provided to investors (No Indicative Timelines)
- Onboarding of Clients
  - Sharing of terms and conditions of research services.
  - Completing KYC of fee paying clients.
- Disclosure to Clients
  - To disclose, information that is material for the client to make an informed decision, including details of its business activity, disciplinary history, the terms and conditions of research services, details of associates, risks and conflicts of interest, if any.
  - To disclose the extent of use of Artificial Intelligence tools in providing research services.
  - To disclose, while distributing a third party research report, any material conflict of interest of such third party research provider or provide web address that directs a recipient to the relevant disclosures.
  - To disclose any conflict of interest of the activities of providing research services with other activities of the research analyst.
- To distribute research reports and recommendations to the clients without discrimination.
- To maintain confidentiality w.r.t publication of the research report until made available in the public domain.
- To respect data privacy rights of clients and take measures to protect unauthorized use of their confidential information.
- To disclose the timelines for the services provided by the research analyst to clients and ensure adherence to the said timelines.
- To provide clear guidance and adequate caution notice to clients when providing recommendations for dealing in complex and high-risk financial products/services.
- To treat all clients with honesty and integrity.
- To ensure confidentiality of information shared by clients unless such information is required to be provided in furtherance of discharging legal obligations or a client has provided specific consent to share such information.
Details of grievance redressal mechanism and how to access it
- Investor can lodge complaint/grievance against Research Analyst in the following ways:
- Mode of filing the complaint with research analyst
  In case of any grievance / complaint, an investor may approach the concerned Research Analyst who shall strive to redress the grievance immediately, but not later than 21 days of the receipt of the grievance.
- Mode of filing the complaint on SCORES or with Research Analyst Administration and Supervisory Body (RAASB)
  - i. SCORES 2.0 (a web-based centralized grievance redressal system of SEBI for facilitating effective grievance redressal in a time-bound manner): https://scores.sebi.gov.in
  - Two level review for complaint/grievance against Research Analyst:
    - First review done by designated body (RAASB)
    - Second review done by SEBI
  - ii. Email to designated email ID of RAASB
- If the Investor is not satisfied with the resolution provided by the Market Participants, then the Investor has the option to file the complaint/grievance on SMARTODR platform for its resolution through online conciliation or arbitration.
- With regard to physical complaints, investors may send their complaints to:
  
  Office of Investor Assistance and Education,
  Securities and Exchange Board of India,
  SEBI Bhavan, Plot No. C4-A, 'G' Block,
  Bandra-Kurla Complex, Bandra (E), Mumbai-400 051
Rights of investors
- Right to Privacy and Confidentiality
- Right to Transparent Practices
- Right to fair and Equitable Treatment
- Right to Adequate Information
- Right to Initial and Continuing Disclosure
  - Right to receive information about all the statutory and regulatory disclosures
- Right to Fair & True Advertisement
- Right to Awareness about Service Parameters and Turnaround Times
- Right to be informed of the timelines for each service
- Right to be Heard and Satisfactory Grievance Redressal
- Right to have timely redressal
- Right to Exit from Financial product or service in accordance with the terms and conditions agreed with the research analyst
- Right to receive clear guidance and caution notice when dealing in Complex and High-Risk Financial Products and Services
- Additional Rights to vulnerable consumers
  - Right to get access to services in a suitable manner even if differently abled
- Right to provide feedback on the financial products and services used
- Right against coercive, unfair, and one-sided clauses in financial agreements
Expectations from Investors (Responsibilities of Investors)
- Do’s
  - Always deal with SEBI registered Research Analyst.
  - Ensure that the Research Analyst has a valid registration certificate.
  - Check for SEBI registration number. Please refer to the list of all SEBI registered Research Analysts available on SEBI website in the following link: https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=14
  - Always pay attention towards disclosures made in the research reports before investing.
  - Pay your Research Analyst through banking channels only and maintain duly signed receipts mentioning the details of your payments. You may make payment of fees through Centralized Fee Collection Mechanism (CeFCoM) of RAASB if research analyst has opted for the mechanism. (Applicable for fee paying clients only)
  - Before buying/selling securities or applying in public offer, check for the research recommendation provided by your Research Analyst.
  - Ask all relevant questions and clear your doubts with your Research Analyst before acting on the recommendation.
  - Seek clarifications and guidance on research recommendations from your Research Analyst, especially if it involves complex and high-risk financial products and services.
  - Always be aware that you have the right to stop availing the service of a Research Analyst as per the terms of service agreed between you and your Research Analyst.
  - Always be aware that you have the right to provide feedback to your Research Analyst in respect of the services received.
  - Always be aware that you will not be bound by any clause, prescribed by the research analyst, which is contravening any regulatory provisions.
  - Inform SEBI about Research Analyst offering assured or guaranteed returns.
- Don’ts
  - Do not provide funds for investment to the Research Analyst.
  - Don’t fall prey to luring advertisements or market rumors.
  - Do not get attracted to limited period discount or other incentive, gifts, etc. offered by Research Analyst.
  - Do not share login credential and password of your trading, demat or bank accounts with the Research Analyst.

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