The services being provided herein relate to certain electronic services and information (“Services”) to which you will have electronic access depending upon your user category through the Pentad Securities client website (the “Site”):

• If you are a Pentad Securities registered client, this Agreement is in addition to, and does not nullify any other agreement/document, including all documents and any annexures and supplements in KYC thereto, between you and Pentad Securities governing the conduct of your relationship with Pentad Securities. The terms and conditions contained herein are in addition to and are to be read in conjunction with the terms and conditions as agreed under the KYC and any annexure or supplements thereto.
• The terms and conditions contained herein may be amended, altered, supplemented, revoked, rescinded, or replaced by Pentad Securities, whether in full or in part, from time to time as may be notified on the Site or in such other manner as Pentad Securities may deem fit.
• You acknowledge that the information on this Site does not constitute an offer to sell or a solicitation of an offer to buy any security that may be referenced in the Site. If you wish to learn more about the information contained on the Site, you may contact a representative of Pentad Securities.
• To become a registered client/viewer of this site, you must understand that you agree to be bound by all of the terms of this Agreement. Unless and until you agree, you have no right to access any area of the site. A Guest will be deemed to accept the terms and conditions of this agreement by using the site.

Guests: Users in this category will be provided with limited samples of Services offered on the Site but need not register to obtain access to the Site. For purposes of this Agreement, access by a Guest to the Site is at the sole discretion of Pentad Securities, from time to time, may or may not permit a Guest to access the Site.

Registered Clients: This category of users will be provided with electronic access to the various services provided by Pentad Securities on the site. The clients registered with Pentad Securities (registered clients) will have no time limitation with respect to the use of these services as long as they remain clients of Pentad Securities. Registration by submitting a physical application form and other documentary proof is required for this user category.

SERVICES PROVIDED

• Pentad Securities shall provide you with electronic access, through your computer or other electronic device (collectively “Computer”), to the Services, including but not limited to the provision of information with respect to stocks and investments (“Information”) and offering of online investment services in permitted securities, contracts and other instruments (“Online Investment”) traded on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited (collectively “Exchanges”) through the Site by means of an order routing system which includes inter alia all activities pertaining to order management such as capturing of an order, validation, routing of the order to the Exchanges, order modification/cancellation, order confirmation and other related activities (“System”), value added services including but not limited to stock watch, market watch, research reports, stock statements and transaction summaries, through the services of an unaffiliated Internet service provider (the “Provider”) by you and the ability to communicate electronically with Pentad Securities (“E-mail”), depending upon which category of User you are. Pentad Securities may, at its sole and absolute discretion, cancel or change any or all of the services or registration instructions in any manner whatsoever at any time or introduce additional services from time to time, upon printed or electronic notice. Your continued use of the Services following the posting or notification of any changes or the addition of new services constitutes your acceptance, ratification, and confirmation of such changes.You agree not to attempt to connect to the site, to use the services, or to view any of the information if you do not agree to the terms of this agreement.
• Pentad Securities reserves the right to charge a registered client a separate service fee for using the services to effect transactions above a certain stipulated threshold.

USER CODES

• As part of the registration process, the registered client will be entitled to a user identification consisting of any alphabetical or numerical combination or an alphabetical and numerical combination (“User Identification”) and to a password for the purpose of authentication (“Password”) to access the site, system, and services, as the case may be. The password may include second-level and/or transaction-level passwords as well and would be required to meet such requirements as may be stipulated by the exchanges and/or the Securities and Exchange Board of India (“SEBI”) and/or any other authority, including Pentad Securities, from time to time.
• The system itself generates the initial password, and the same will be communicated to the registered client. Pentad Securities may or may not be aware of such an initial password. The registered user agrees and undertakes to immediately change his initial password upon receipt thereof. The registered client is aware that subsequent passwords are not known or available to Pentad Securities. (The user identification and password are hereinafter collectively referred to as “user codes.”
• The User Codes are for your personal use only. You are responsible for the confidentiality and secrecy of the User Codes and agree not to provide them to any third party. You shall ensure that you are the only authorized user of the User Codes. You are solely responsible for all statements made, orders entered and transactions effected by any third party and acts or omissions that occur while your User Codes are being used, whether or not a such third party was authorized to do so. Pentad Securities shall be entitled to presume that any order or instructions entered or communicated using the User Codes is the Client’s order or instruction. Pentad Securities is not responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You shall be fully responsible and liable for and will pay or reimburse Pentad Securities on demand all costs, charges, damages, and expenses incurred/charged by Pentad Securities as a consequence of access and/or use of your account, the Site, System or Services by any unauthorized third party with your User Codes. You agree to notify Pentad Securities immediately in the event of the loss or theft of any or all of your User Codes, or if you believe the confidentiality and secrecy of any or all of your User Codes have been compromised in any way, or the event of your learning about the possible or actual unauthorized use of the Services, together with full details of such loss, theft or unauthorized use including the date of such loss, theft or unauthorized use and in the case of the unauthorized use, how it was used and the transactions effected under such an unauthorized use. Pentad Securities reserves the right to revoke your User Codes at any time without prior notice.
• In any of the events specified above, you shall immediately change your Password. However, if you are unable to change your Password for reason of you having forgotten your Password or your Password having been unauthorized changed by some other person or for any other reason, then you shall immediately request Pentad Securities in writing to discontinue your old Password; and thereupon Pentad Securities shall cause it’s Site/System to discontinue the use of your Password and the System shall generate a new password which shall be communicated to you.
• Notwithstanding the foregoing, the current norms for your User Codes are set out as under (these norms are subject to such other norms as may be notified from time to time by Pentad Securities under this clause pursuant to any modifications to statutory laws, Rules, Regulations, bye-laws, Circulars governing the same and to Pentad Securities internal policy):
  • You are required to change the Password after logging onto the Site/System for the first time.
  • You shall not be allowed to access the Site/System if the User Codes are entered erroneously on three consecutive occasions.
  • You are advised to change your Password on periodic intervals on a continuous basis.
  • The Site/System shall not allow you to have the password changed to the same as the old Password.
  • You shall be given prior intimation of the expiry of Passwords at the end of every 14 calendar days. In the event the Password has expired, you can apply for the new one as per the mode prescribed by Pentad Securities from time to time.
  • As a Registered Client, your option of availing the Services can be deactivated if the same is not used for a continuous period of 6 months from date of last use of the account or such period as may be notified by Pentad Securities.
  • The System shall allow you to change the Password at its discretion and frequency.

ELECTRONIC RECORDING

• You acknowledge and consent to the taping or any form of electronic recording, retention, monitoring and use by Pentad Securities (and its employees, representatives, affiliates and agents) of all communication, electronic or otherwise, between you and Pentad Securities or its representatives or agents and information and data that you input during your use of the Services, including without limitation, all orders placed by you to purchase or sell a security, all activities related thereto and all selections and uses of calculators and other tools included therein.
• You further agree that such recordings and Pentad Securities ‘s records of any orders, instructions and communications given or made by you or Pentad Securities by electronic mail, fax or other electronic means shall be admissible as evidence and shall be final and binding evidence of the same. If Pentad Securities so chooses to record the orders, instructions and communications, it shall be free to store the same for such period as it may deem fit and Pentad Securities may overwrite, erase or destroy such records at such intervals as it may deem fit.

ELECTRONIC COMMUNICATION

• The Services permit you to communicate electronically by sending an e-mail message to Pentad Securities. You agree not to use e-mail for the transmission of orders to purchase or sell a security or to transfer funds, or to transmit any personal credit information (including credit card numbers), to give notice of a change of address, or to give Pentad Securities any time-sensitive instructions. However, Pentad Securities in no event shall be liable or responsible in any manner in the event such e-mail has not reached Pentad Securities for any default/reason whatsoever. In addition, if you are a Pentad Securities client who has registered on the Site, you agree not to use e-mail to give Pentad Securities any instruction affecting your account(s) or any linked accounts, including, but not limited to, placing orders to purchase or sell a security or to transfer funds. Pentad Securities shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to Pentad Securities.
• Registered Clients will provide Pentad Securities with their e-mail address as part of the registration process. Pentad Securities shall not be liable for any actions or for any omissions to act on your part as a result of any e-mail message Pentad Securities sends to you. You may not use an e-mail message from Pentad Securities as the basis for the purchase or sale of any security.

PROPERTY RIGHTS IN INFORMATION AND SERVICES; SUITABILITY AND COMPLIANCE WITH LAW

• The Services and any Information provided through the Services are being provided by Pentad Securities only for your personal, non-commercial use and display. You may download the Information to the Computer and print out a hard copy for your personal reference, provided that you agree not to remove any copyright or other notices contained therein.
• The Services and the Information are the property of Pentad Securities or its licensors and are protected by applicable copyright, patent, trademark or other intellectual property law. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Information or any of the Services provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of Pentad Securities. You also agree not to use the Information or Services for any unlawful purpose, and you shall comply with any request of Pentad Securities or any of the third party providers to protect their respective rights in the Information and Services.
• Although the Information includes material about the investment process generally as well as research commentary relating to specific securities, Pentad Securities is not providing investment or disinvestment advice through the Site and does not represent or recommend that any such securities are suitable for you. In addition, you agree to make your own independent evaluation of the investment merits and suitability for you of any such securities based on your specific investment objectives and financial position and using such independent advisors as you may believe necessary. Such Information shall not be deemed to be a solicitation of a transaction by Pentad Securities or any third party provider acting on behalf of Pentad Securities. The Information contained on the Site reflects the authors’ analysis as of the published date and does not in any way reflect the views of Pentad Securities or its affiliates. The accuracy, completeness or timeliness of such Information cannot be guaranteed and is subject to change without notice. Further, the price for any security contained in any section of the Site may differ from the price for that security contained on any other section of the Site/exchange plateform. Neither Pentad Securities nor any third party provider acting of Pentad Securities behalf is under an obligation to update the Information to reflect circumstances that may occur after the earlier of the date first appearing on the Site or the date contained on the Information. You also acknowledge that neither the Services nor any of the Information will be used by you as tax or legal advice. The Information is provided on the Site on a no-liability, no-guarantee and no-obligation basis.
• With respect to a Pentad Securities registered client on the Site, unless we otherwise notify you in writing, any Information provided through the Services shall not be deemed to supersede or replace official statements of transactions, money or securities positions required to be transmitted by Pentad Securities to you.
• In the event you use the Services or the links included on the Site to gain access to a web site of SEBI or the web-site of Exchanges or other world wide web site or Internet location or source of information of any company, organization or person other than Pentad Securities, or to any other Internet location, you acknowledge that such other sites or locations are not under the control of Pentad Securities and agree that Pentad Securities shall not be responsible for any information or other links found at any such world wide web site or the web-site of SEBI or the Exchanges or Internet location or source of information, or for your use of such information. Pentad Securities provides such links only as a convenience to you, and has not tested any software or verified any information found at such sites. The fact that Pentad Securities has provided a link to another site does not signify an endorsement of the site or its contents by Pentad Securities. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Services.
• Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the Republic of India or other countries), or the rights of any third party is prohibited. This includes, but is not limited to, copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that results in an invasion of privacy.
• The Services are not registered under any securities law of any foreign jurisdiction and is only to be availed by a Guest or Registered Client, as the case may be, in a jurisdiction where it may be lawful to offer such Services.

WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE SERVICES

• The accuracy, completeness, sequence or timeliness of the information cannot be guaranteed. Pentad Securities and its affiliates, their financial advisors, agents and licensors shall not have any responsibility or liability for direct, indirect, consequential, special, or other damages you may incur for any reliance by you on information or for the reliability, accuracy, completeness, sequence or timeliness thereof for any delays, interruption or errors in the transmission or delivery of any part of the information or services, or for any unauthorized use by you of e-mail. Any orders accepted during off market hours will be sent to the exchanges after such exchange opens on the next trading day. Such orders will be processed on best effort basis. Pentad Securities does not take any responsibility or liability in any event whatsoever for any delay in processing / non processing of such order by Pentad Securities, delay in acceptance and / or execution or non-acceptance and/or non-execution of the order by the concerned exchange due to any reason whatsoever.
• You understand that any quotations provided as part of the services may be delayed and may not reflect the prices at which the quoted securities may be bought or sold. You should not make any decisions to buy or sell securities based on such quotations or on any other information accessed on or through the Site. You understand that Pentad Securities does not guarantee that it will continue to make the information and/or services available to you, whether by the same methods currently used or otherwise. You agree not to hold Pentad Securities liable for any damages arising from a discontinuation or modification of all or part of the services or information.
• Pentad Securities shall ensure that order acceptance or rejection by the System is communicated to the Registered Client within a reasonable period. Pentad Securities shall send electronically including without limitation, trade confirmations, and notifications of trade failures for the execution of the Registered Client’s order/trade. Such confirmation shall be made available to the Registered Client by way of web postings accessible to the client after login or through an e-mail address provided by such client. The Registered Client agrees that the information sent by Pentad Securities by web posting/e-mail is deemed to be a valid delivery of such information by it.
• All trades/ orders routed through the Site/System shall be deemed to be unsolicited trades.
• Pentad Securities may set such parameters or checks in the System that may result in the Site or System rejecting the orders of a Registered Client. Such rejection is not/would not be an indication of such client’s creditworthiness but is a risk management measure undertaken by Pentad Securities. However Pentad Securities shall not be liable for any direct or indirect loss or damages caused to such client by such rejection.
• Except as expressly outlined in this agreement, Pentad Securities and its affiliates, agents and licensors hereby expressly disclaim all express and implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, and error-free and uninterrupted services. Pentad Securities does not warranty, guaranty, or make any representations or warranties whatsoever, express or implied, or assume any liability to you regarding (i) the use or the results of the use of the services, including without limitation any financial results based on use of the services or information or any delay or loss of use of the services, or (ii) system performance and effects on or damages to software and hardware in connection with any use of the site, services, and information.
• In addition to and without limiting the foregoing, Pentad Securities shall not be liable for any harm caused by the transmission, through the services or information, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of the services or any of your software, hardware, data or property.
• In addition to and without limiting the foregoing, Pentad Securities makes no representation and assumes no liability regarding the quality, safety, accuracy, or suitability of any information or software found on any other site not under Pentad Securities control.
• Pentad Securities and its affiliates, their respective financial advisors, agents and licensors shall not be liable for any losses or damages incurred by you related in any way to your use of the services and information.
• Except as otherwise provided by law, Pentad Securities shall have no liability for losses caused by the negligence, actions or failure to act of the provider or any third party provider acting on Pentad Securities behalf.
• To the extent permitted by law, neither Pentad Securities nor the provider or any third party provider acting on Pentad Securities behalf shall be liable to you for any indirect, special, incidental or consequential damages (regardless of whether such damages are reasonably foreseeable), or for any loss, costs, expenses including without limitation reasonable legal fees, arising from a failure, interruption, error, omission or delay in the performance of their obligations or in the transmission of information that results from a cause over which Pentad Securities or any other such entity does not have control, including but not limited to (1) failure of electronic or mechanical equipment/any failure in the links/system failure/faults in the telecommunication network or internet or network failure or software/hardware errors at your end or at the end of Pentad Securities or of the exchanges or (2) theft or (3) destruction or (4) unauthorized access, alteration or use of information or (5) incomplete/incorrect data or information provided to Pentad Securities over the site/system and/or any error in the execution of any request due to such incomplete/incorrect data, (6) strikes, failures of common carrier or utility systems, severe weather, fire, floods or other causes commonly known as “acts of god” or force majeure events.
• The Bombay Stock Exchange Limited / The National Stock Exchange of India Limited is not in any manner answerable, responsible or liable to any person or persons for any acts of omissions or commission, errors, mistakes and/or violation, actual or perceived by us or our partners, agents, associates etc., of any of the rules, regulations, bye-laws of the Bombay Stock Exchange Limited, the National Stock Exchange of India Limited, Securities and Exchange Board of India Act, 1992 or any other laws in force from time to time. Bombay Stock Exchange Limited / The National Stock Exchange of India Limited is not answerable, responsible or liable for any information on this website or for any services rendered by our employees, our officer and us.

YOUR REPRESENTATIONS AND WARRANTIES

• You hereby represent and warrant that you are of the age of majority and are legally capable of entering and executing this Agreement.
• You hereby further represent and warrant that, in conjunction with your on-line trading account and any other account(s) that you maintain with Pentad Securities at any time, that you will utilize said account(s) solely for lawful purposes and will remain aware of, and fully comply with, all applicable laws, rules and/or regulations governing the use of said account(s) including, but not limited to, laws, rules and/or regulations relating to information technology, taxation, exchange or capital controls and reporting or filing requirements.
• You agree that Pentad Securities cannot advise or counsel you as to the existence or applicability of any particular law, rule and/or regulation and that you are solely responsible for remaining aware of, and complying with, all such laws, rules and/or regulations. If you are a Registered Client you hereby represent and warrant that all the information provided by you during the registration process is accurate and complete. In case where the client is a non resident Indian, you additionally agree to abide by the Foreign Exchange Management Act, 1999 and rules and regulations issued and amendments carried out thereunder from time to time and other applicable laws and any law, regulation or rule in your jurisdiction, including but not limited to tax, foreign exchange and capital control and for reporting or filing requirements that may apply as a result of your country of citizenship, domicile, residence or tax-paying status.
• You acknowledge that you are fully aware of and understand the risks associated with availing of Services for routing orders over the Site/System including the risk of misuse and unauthorised use of your User Codes by a third party and the risk of a person hacking into your account on the Site/System. You agree that you shall be fully liable and responsible for any unauthorised use and misuse of any of your User Codes and also for any acts done by any person through the System on your User Identification in any manner whatsoever, including but not limited to a third party placing a request or order on your behalf over the Site/System. You are aware that Pentad Securities is agreeable to offer the Services over the Site/System only if Pentad Securities is not required to bear and only if you agree to bear, the risk responsibility and liability of such misuse or unauthorised use.
• You agree that you shall immediately notify Pentad Securities in writing with full details if:
  • you discover or suspect unauthorized access through your User Codes or account,
  • you notice discrepancies that might be attributable to unauthorized access,
  • you forget your Password, or
  • you discover a security flaw in the Site or System.
• You shall immediately log off from the Site and System at any time that you finish accessing it.
• You hereby agree that you may not be allowed to do transactions through the System with respect to certain securities/segments as may be notified by Pentad Securities from time to time.
• You further agree that you may not be allowed to transact through the System with respect to certain securities or orders/requests below and above certain amounts, as may be notified by Pentad Securities from time to time.
• You further agree that you will not initiate, promote or participate in any unfair or manipulative market practices.
• The use and storage of any information including, without limitation, the User Codes, profile, portfolio information, transaction activity, account balances and any other information on your personal computer is at your own risk and you shall take sole responsibility for the security of such information.
• You are aware that you have the option of not availing of the Services. However being fully aware of all risks, you desire the convenience of such Services, including but not limited to transmitting orders and instructions over the Site/System and have therefore opted for such Services of your own free choice and are willing and agreeable to bear all associated risks, responsibility and liability.

RISK DISCLOSURE

• You confirm that you have read the risk disclosures & terms and conditions along with the declaration formulated by the Exchanges together with all additional disclosures made by Pentad Securities from time to time, that contain important information on trading in the equities and futures and options segments of the Exchanges, and are aware of the contents contained therein.
• The risks involved in trading in various instruments on the Exchanges, and as set out in detail in the above risk disclosure formulated by the Exchanges together with SEBI inter alia include, risk of high and low volatility, risk of wider spreads, risk reducing orders, risk of new announcements, risk of rumours, systems risks and system/network congestion. With respect to the futures and options segment, you have acquainted yourself with the additional features of “leverage” or “gearing” and you are aware of the risks of option holders. You are also aware of the commission and other charges payable to the Exchanges and Pentad Securities.
• You are also made aware of all the rights available to you under the extant laws, rules, regulations and bye-laws of the Exchanges and of all your obligations thereunder and hereunder.
• If you have any concerns with respect to the above you may contact our office.
• You must know and appreciate that investment in equity shares, derivatives or other instruments traded on the Exchanges, which have varying elements of risk, is generally not an appropriate avenue for someone of limited resources/limited investment and/or trading experience and low risk tolerance. You should therefore carefully consider whether such trading is suitable for you in the light of your financial condition. In case you trade on the Exchanges and suffer adverse consequences or loss, you shall be solely responsible for the same and the Exchanges(s), its Clearing Corporation/Clearing House, SEBI and/or Pentad Securities shall not be responsible, in any manner whatsoever, for the same and it will not be open for you to take a plea that no adequate disclosure regarding the risks involved was made.
• You shall be solely responsible for the consequences and no contract can be rescinded on that account. You must acknowledge and accept that there can be no guarantee of profits or no exception from losses while executing orders for purchase and/or sale of a security or derivative being traded on the Exchanges.
• In the light of the risks involved in and the other significant aspects of trading, you should undertake transactions only if you understand the nature of the contractual relationship into which you are entering and the extent of your exposure to risk.
• In light of the foregoing, you declare that:
  • You shall be wholly responsible for all your investment decisions and trades;
  • You have read and understood the risks involved in trading on the Exchanges;
  • The failure to understand the risk involved shall not render a contract as void or voidable and you shall be and shall continue to be responsible for all the risks and consequences for entering into trades in the segments in which you choose to trade;
  • All monies, securities or other property which may be required to open and/or to maintain your account shall be held subject to a general lien for the discharge of your obligations to Pentad Securities;
  • You are liable to pay applicable initial margins, withholding margins, special margins or such other margins as are considered necessary by Pentad Securities or the Exchanges or as may be directed by SEBI or Exchange or any other authority from time to time as applicable to the segment(s) in which you trade. Pentad Securities is permitted in its sole and absolute discretion to collect additional margins (even though not required by the Exchange, Clearing House/Clearing Corporation or SEBI) and you shall be obliged to pay such margins within the stipulated time;
  • Payment of margins by you does not necessarily imply complete satisfaction of all dues. Despite consistently having paid margins, you may, on the closing of your trade, be obliged to pay (or entitled to receive) such further sums as Pentad Securities may require;
  • You shall not, acting alone or in concert with others, directly or indirectly, hold and control
    • More than the number of permitted derivatives contracts as fixed from time to time by the Exchanges and/or
    • More than the number of securities as may be permitted under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 on any other applicable Rules, Regulations or Bye-laws. You alone shall be responsible for the compliance of the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 or any statutory modifications or replacements thereto;
  • You shall not exercise a long or short position where acting alone or in concert with others, directly or indirectly which will result in you having exercised more than over the number of permitted derivatives contracts as may be fixed from time to time by the Exchanges; and you authorize Pentad Securities at the sole discretion of Pentad Securities and at your costs and expenses should Pentad Securities deem it necessary, to buy, sell or close out any part or all of the derivative contracts held in your account with Pentad Securities. Any or all such expenses incurred by Pentad Securities shall be reimbursed by you to Pentad Securities.

RISK DISCLOSURE

Pentad Securities shall use reasonable precautions to maintain the confidentiality of the information you have provided to Pentad Securities and information you have created, inputted or developed in connection with your use of the Services, but because such information can be accessed through the internet, you hereby acknowledge and agree that there can be no assurance that the information, any Information provided to you through the Services, the orders placed by you to purchase or sell a security or to transfer funds or any communication through e-mail will remain secure. In addition, Pentad Securities may disclose such information to its employees, representatives, officers, agents, and affiliates, as well as a governmental or regulatory entity or recognized stock exchanges, the service providers or any other third party agent or service provider (a) for any purpose related to the conduct of Pentad Securities’ business or to the offering, providing or maintaining of the Services, (b) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or regulatory body or recognized stock exchanges or official requesting such information, or (c) for any other legitimate business purpose.

GOVERNING LAW

• Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the Republic of India without giving effect to principles of conflicts of law. For non-exchange transactions, the statute of limitation applicable to any claim shall be that which would be applied by the courts of the state in which you reside.
• Reserve Bank of India regulates investments in securities made by non-resident Indians in India.

DISPUTE RESOLUTION

• You agree with Pentad Securities to refer any claims and/or disputes to arbitration as per the Rules, Bye-laws and Regulations of the Exchanges and circulars issued thereunder as may be in force from time to time.
• You are aware of the provisions of the Bye-laws, Rules and Regulations of the Exchanges relating to the resolution of the disputes/differences through the mechanism of arbitration provided by the respective Exchanges and agree to abide by the said provisions in so far as any disputes under these terms relate to the transactions that are carried out on the Exchanges.
• Except for the claim /disputes which are subject to the Rules and Regulations of the respective Exchanges on which the trades have been executed, any and all claims and disputes arising out of or in connection with this Agreement or its performance and/or otherwise and/or all matters relating to non-contractual claims shall be settled by arbitration by a sole arbitrator to be appointed by Pentad Securities. The arbitration shall be governed by the provisions of the Arbitration & Conciliation Act, 1996.
• Pentad Securities and you agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman) Regulations, 2003.

JURISDICTION

• Pentad Securities and you declare and agree that the transactions executed on the Exchanges are subject to Rules, Bye-laws and Regulations and Circulars issued thereunder and all parties to such trade shall have submitted to the jurisdiction of such court as may be specified by the Bye-laws and Regulations of the Exchange to give effect to the provisions of the Rules, Bye-laws and Regulations of the Exchange and the circulars issued thereunder.
• This Agreement shall at all times take effect as having been made, entered into and to be performed in the city of Mumbai and the parties shall be deemed to have submitted to the exclusive jurisdiction of the competent courts/appropriate forums of/at Mumbai with respect to all disputes between you and Pentad Securities. The court of law shall only have jurisdiction for all matters referable to a court of law under the Arbitration and Conciliation Act, 1996 or otherwise. The Client and the Member agree to refer any claims and/or disputes to arbitration if and to the extent required by applicable laws. However, in matters where the Exchange is a party to the dispute, the Civil Courts at Mumbai shall have exclusive jurisdiction and in all other matters pertaining to Stock Exchange transactions, proper courts within the area covered under the respective Regional Arbitration Centre shall have jurisdiction in respect of the arbitration proceedings falling / conducted in that Regional Arbitration Centre.

TERMINATION

Either you or Pentad Securities may terminate this Agreement and your access to the broking Services at any time by giving 30 days’ notice. If you are a Registered Guest, your registration for these Services may continue for thirty (30) days from the time you registered unless terminated sooner by either you or Pentad Securities. Pentad Securities may discontinue or change the Information or the Services, or their availability to you, at any time. Any violation or breach by you of any of the terms of this Agreement will cause for Pentad Securities to terminate your access to the Services without notice. Paragraphs 6, 9, and 14 shall survive termination of this Agreement.

ASSIGNMENT

Resale and/or any commercial redistribution of the Services or Information, is not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Pentad Securities and shall inure to the benefit of Pentad Securities’ successors and assigns whether by merger, consolidation or otherwise. Pentad Securities may assign this Agreement or any of its rights or obligations under this Agreement to the extent permitted by the laws to a company affiliated with, or a successor to or assignee of, Pentad Securities, or to any other third party.

MISCELLANEOUS

• Save as set out in the preamble to this Agreement, this Agreement represents the complete and exclusive statement of the agreement and understanding between you and Pentad Securities regarding your rights to access and use the Services and Information on the Site, and supersedes all prior and contemporaneous agreements and representations regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of this Agreement shall be effective against Pentad Securities unless the same is in writing and signed by an authorized official of Pentad Securities. Pentad Securities may modify these terms and conditions at any time upon written notice or by posting the modified terms and conditions in the Site. You agree that if you use the Services after such notification of changes in the Agreement, you will be bound by all such changes. At the time of such modification, you will have the opportunity to reject such modification, which rejection shall constitute a termination of this Agreement and of your rights to access and use the Site, Services and Information. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
• Failure by Pentad Securities to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure by Pentad Securities to exercise any power or right given to Pentad Securities in this Agreement, or a continued course of such conduct on Pentad Securities part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to Pentad Securities in this Agreement are cumulative and not exclusive of any other rights or remedies which Pentad Securities otherwise has at law or equity.

INDEMNIFICATION

You hereby indemnify and hold harmless Pentad Securities (and its directors, officers, employees, control persons, vendors, licensors and agents), the Provider and any third party provider from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs) arising out of or related to your breach of your agreements, representations and warranties contained in this Agreement or your use of the Services or Information (i) in violation of this Agreement, (ii) in violation of any rights of Pentad Securities, the Provider and any third party Information provider, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights, or (iii) in violation of any applicable law, rule or regulation, or (iv) your failure to maintain the security of your User Codes as applicable in accordance with this Agreement. This indemnification shall be binding upon you and your executors, heirs, successors and assigns.

SPECIFIC TERMS

The availability of the Pentad Securities services through the website Pentadsecurities.com does not constitute an offer to buy or sell securities or a solicitation in this regard. This service is available to capital market allowed entities including Indian residents, and NRIs/PIOs residing in jurisdictions allowing investment / trading of securities admitted for transactions on Indian recognized stock exchanges. This service is not available to any person who is a citizen or resident of any locality, state, country or jurisdiction, where the availing of such service would be contrary to any applicable regulation or law or which would subject Pentad Securities Private Limited (PSSL), and/or any of their respective associates, affiliates or group companies to any licensing or registration requirement within such jurisdiction. Availability of this service to the above NRIs/PIOs is subject to compliance by them with the required formalities as specified by Pentad Securities, from time to time. In case an NRI/PIO makes a request to Pentad Securities through this website to contact him/her for Account opening, then it will be implied that such request is made independently, and without having been solicited by Pentad Securities or their officers/ agents/representatives to do so in any manner whatsoever. And that such NRI/PIO is entitled to request and contract as above under the laws as applicable to him/her.

MOBILE TRADING

• I/We am/are registered with Pentad Securities Private Limited (PSPL) as the client. I/We am/are interested for trading through Mobile with PSPL.
• I/We understand that the terms and conditions published on www.Pentadsecurities.com apply to Mobile Trading also.
• I/We am/are made aware by PSPL regarding all the possible attendant risks, responsibilities and liabilities associated with trading through Mobile in addition to the risks associated with Online trading.
• I/We understand that PSPL shall send the Order/Trade confirmation details on our existing registered E-mail id registered with PSPL.
• I/We agree that the information sent by PSPL on my/our E-mail id would be deemed to be a valid delivery of such information by PSPL.
• I/We am/are aware that trading through Mobile involves many uncertain factors and complex software, hardware, system, communication lines, etc. which are susceptible to interruptions and dislocations. Further that all features of an internet trading system may not be available for trading through Mobile, since enabling certain features may be dependent on the technology and embedded software adopted by the manufacturer of Mobile, the routing mechanism of the internet service provider, and the configuration thereof. I/We understand that PSPL and Exchanges do not make any representation or warranty that PSPL’s Mobile Trading service will be available at all times without any interruption and further that PSPL shall not be responsible for any variation, reduction, or imposition of the terms or the Client’s inability to route any order through Mobile Trading facility.
• I/We am/are aware that as it may not be possible for PSPL to give detailed information on the mobile and minimum information may only be given by PSPL with address of the Internet web site/web page where detailed information would be available.
• I/We understand that the use and storage of any information including, without limitation, the Password, transaction activity, account balances, securities balances and any other information or orders on the Mobile handset shall be at my/our own sole risk.
• Also I/We am/are aware that authentication technologies and strict security measures are required for Mobile trading and I/We undertake to ensure that the password is not revealed to any third party including employees and dealers of PSPL. I/We shall be solely responsible for all orders entered and transactions done by any person whosoever through Mobile Trading based on the correct authentication details entered while logging into the mobile application.
• I/We am/are understand that Mobiles are vulnerable to the threats such as but not limited to unauthorized (i) access by intruders to the data /information of the trades executed, (ii) identity theft, (iii) privacy violations, (iv) planting of stealth software and viruses, (v) disablement or distortion of trade related operations (vi) interception of the transmission of encrypted data/message during execution of trades, etc. I/We shall immediately notify PSPL in writing if I/We discovers/suspects discrepancies/ unauthorized access. Further I/We shall immediately inform PSPL to temporarily deactivate my trading account, if the Mobile phone or SIM is lost and further shall take action to deactivate the account.
• I/We am/are aware that trading through Mobile involves many uncertain factors and complex software, hardware, systems, communication lines, etc. which are susceptible to interruptions and dislocations. Further that all features of an internet trading systems may not be available for trading through Mobile, since enabling of certain features may be dependent on the technology and embedded software adopted by the manufacturer of Mobile, routing mechanism of the internet service provider and configuration thereof. I/We understand that PSPL and Exchanges do not make any representation or warranty that PSPL’s Mobile Trading service will be available at all times without any interruption and further that PSPL shall not be responsible for any variation, reduction or imposition of the terms or the Client’s inability to route any order through Mobile Trading facility.
• I/We agree that I/We shall not have any claim against the Exchange or PSPL on account of any suspension, interruption, non-availability or malfunctioning of the System or Service or the Exchange’s service or systems or non-execution of the orders due to any link/mobile/system failure at the Client/PSPL/Exchange end for any reason thereof.
• I/We agree that I/We shall be liable and responsible for all legal compliance and adherence to all commercial terms and conditions in respect of the mobile connection/SIM card/mobile phone and PSPL does not accept/ acknowledge any responsibility in this regard.
• I/We further agree that PSPL shall not, directly or indirectly, be liable, in any way for security or the origin of the IP address used for trading by using the Mobile. I/We shall always be ready/prepared to utilize an alternative system to trade in case of any unexpected failures.