Terms & Conditions / MITC

1. Introduction

1.1. Parties

Research Analyst (RA / We / Our / Us)
Registered with the Securities and Exchange Board of India ("SEBI") under Registration No. INH000009047 and Name Intrinsic Value Equity Advisors.

Client or User (You / Your / Client)
The individual or entity subscribing to or availing research services. Must meet the eligibility requirements set forth herein and under Indian law.

2. Purpose

2.1. These Terms & Conditions ("T&C") govern the Client's, from time to time, use or subscription of Our research services ("Services"), including any Digital Platforms, or technology solutions that We or our service provider(s) provide.

2.2. Compliance with SEBI Circular
This document incorporates the minimum mandatory provisions contained in the SEBI circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2025/004 dated January 08, 2025 and relevant amendments to the SEBI (Research Analysts) Regulations, 2014. In case of conflict between these T&C and any applicable regulations/guidelines issued by SEBI, the SEBI regulations/guidelines shall prevail.

3. Definitions

3.1. Unless the context otherwise requires, the following definitions apply in this T&C:

• "Client" or "User": Any person or entity that registers with the RA and agrees to these T&C to avail the Services.
• "Services": Includes (a) research reports, data, model portfolios, or analyses pertaining to Indian-listed securities; (b) any online or offline advisory/research support; (c) any communications related thereto.
• "Digital Platform": Includes websites, mobile or web applications, or other technology platforms (including third-party service providers) used for delivering the Services.
• "KYC": Know Your Customer — verification process mandated by SEBI (and other applicable laws) to establish the identity of Clients.

4. Scope of Services

4.1. Research-Only / No Execution

You hereby agree and acknowledge that the RA provides research and analysis only and We do not execute trades on behalf of Clients, hold Clients' funds, or provide any assured returns.

4.2. Model Portfolios

Where offered, Our model portfolios are recommendations for basket(s) of securities with weightages. You hereby agree and acknowledge that such recommendations are for informational purposes only and do not guarantee performance or returns. We shall ensure compliance with the SEBI's model portfolio guidelines, as outlined in Annexure-A of the Circular.

4.3. Use of Artificial Intelligence (AI)

In an event we use AI tools (in whole or part) to generate or support research outputs, We shall remain solely responsible for the quality, accuracy, security, and confidentiality of data. We shall disclose the extent of AI usage to the Client when providing Services (or whenever material changes occur).

4.4. No Guarantee of Returns

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

5. Eligibility

5.1. Legal Capacity

Only individuals aged 18 years or older (and otherwise competent to contract) or legally incorporated entities may register. If You are a minor or otherwise incapacitated to enter into a contract, You are not permitted to use or subscribe to the Services.

5.2. KYC Compliance

You hereby agree and acknowledge that You shall provide accurate and complete information for the purpose of KYC. RA shall verify and/or store such KYC in accordance with SEBI regulations. The RA may terminate or suspend Services if KYC requirements are not met.

6. Registration & Accounts

6.1. Registration Process

To access Our paid Services, Clients shall complete the registration form, provide all mandatory details, and accept these T&C. The RA reserves the right to reject or cancel registration if any of the information provided by You is incorrect or if the Client is ineligible to avail the Services under applicable law.

6.2. Security of Credentials

You agree and acknowledge that You shall keep Your login information confidential. You shall be liable for any unauthorized use of your account resulting from negligence or sharing of Your credentials. You shall notify Us immediately if You suspect any breach of Your account security.

6.3. Use of Services

You shall not reproduce, distribute, copy, sell, or otherwise exploit Our research content without express written consent from the RA. Any unauthorized use of Our Services shall constitute grounds for termination of Services and may lead to legal action against You.

7. Fees & Payment

7.1. Maximum Fee for Individual/HUF Clients

As per Regulation 15A of the RA Regulations and the Circular, We may charge fees up to INR 1,51,000 (Rupees One Lakh Fifty-One Thousand) per annum per "family of client" (for individual and HUF clients). You hereby agree that this amount excludes any statutory taxes and charges. We may revise fees in line with the Cost Inflation Index or as specified by SEBI and/or RAASB every three years.

7.2. Fees for Non-Individual or Accredited Investors

For corporates, institutions, or accredited investors, fees may be negotiated bilaterally without the above limit, subject to fairness and reasonableness.

7.3. Billing & Mode of Payment

Fees may be charged quarterly in advance or in another mutually agreed schedule, subject to the one-quarter advance limit mandated by SEBI. We may offer or guide you regarding the Centralized Fee Collection Mechanism (CeFCoM) as an optional method of fee payment if made available by SEBI.

7.4. Refund Policy

In case of premature termination of Services, We shall refund fees for the unexpired subscription period on a pro rata basis. No "breakage" fee or penalty shall be imposed. Partial-month subscriptions are generally not refunded except at RA's sole discretion or as required by SEBI. If the RA's SEBI registration is suspended for more than 60 days or cancelled, We shall refund any unutilized fees from that effective date onward.

7.5. Renewal Price

The fee mentioned under Annexure A of this T&C is the maximum price for renewal. The RA may reduce the renewal fee at its sole discretion without prior notice to the Client.

8. Mandatory Terms & Conditions (As Per Circular Annexure-B)

Below are the minimum mandatory T&C required by the Circular. These provisions are integral to Our agreement with You:

8.1. Availing the Services

By subscribing to or otherwise using Our Services, You hereby acknowledge and confirm that You do so at Your sole discretion. Our Services are rendered in accordance with the applicable SEBI (Research Analysts) Regulations, 2014 as well as all other applicable laws.

8.2. Obligations on RA

Both RA and Client agree to be bound by the SEBI Act, SEBI (RA) Regulations, and all rules/regulations/circulars in force from time to time.

8.3. Client Information & KYC

You shall furnish all required details for KYC in the form mandated by SEBI/RAASB. We will collect, store, verify, and update KYC records as per SEBI norms.

8.4. Standard Terms of Service

By giving consent (online/offline) to these T&C, You hereby read and understood the terms and conditions applicable to RA as defined under regulation 2(1)(u) of SEBI (Research Analyst) Regulations, 2014, including the fee structure. You hereby agree and acknowledge that You are subscribing to the Services for Your own benefits and consumption, and any reliance placed on the research report provided by Us shall be as per Your own judgement and assessment of the conclusions contained in the research report.

You further agree and acknowledge that: (a) Any investment made based on the recommendations in the research report are subject to market risk; (b) Recommendations in the research report do not provide any assurance of returns; and (c) There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.

8.5. Consideration & Mode of Payment

You shall pay the agreed fees plus any statutory charges via permissible methods. We shall not render any research services until Your consent is received and initial fees are paid (as applicable).

8.6. Risk Factors

You hereby acknowledge that investing in securities is subject to market risk, including but not limited to volatility and potential loss of principal and any past performance is no indicator of future performance and no returns are guaranteed.

8.7. Conflict of Interest

We shall disclose any conflicts of interest as mandated by SEBI and take steps to mitigate or avoid them. Full disclosures, if required, will be provided in each research report or at the time of giving a recommendation.

8.8. Termination of Service & Refund of Fees

If Our registration is suspended or canceled by SEBI, We shall refund any residual amount for the unexpired subscription period. We may also suspend/terminate services in an event You breach these T&C or as otherwise allowed by law.

8.9. Grievance Redressal & Dispute Resolution

For any grievances (e.g., non-receipt of a research report, missing pages, or other deficiencies), please raise your doubt in App chats or WhatsApp. If you don't receive any response within 24 hours, you can call our customer support number. In case of no response within 3 days, email to Our designated Grievance Officer at [email protected] within 7 business days of the issue. We shall resolve the grievances within 7 (seven) business working days. If unresolved, You may escalate the complaint to SEBI via the SCORES portal or use any other dispute resolution mechanism specified by SEBI (e.g., arbitration).

8.10. Additional Clauses

Any additional voluntary clauses in this T&C shall not conflict with SEBI regulations/circulars. Any changes to such voluntary clauses shall be preceded by 15 days' notice.

8.11. Mandatory Notice

Clients shall refer to the Do's and Don'ts while dealing with the Services as specified in SEBI Master Circular No. SEBI/HO/MIRSD-POD-1/P/CIR/2024/49 dated May 21, 2024, or as may be specified by SEBI from time to time.

8.12. Refund Terms and Conditions for Research Analyst Services

(Based on Annexure A of MITC and Clause 3 of the SEBI Circular Dated February 17, 2025)

Cases Where Refund Will NOT Be Provided

• Services Rendered as Described: If the Research Analyst (RA) has delivered the services as per the agreed terms and the client is dissatisfied without any breach or deficiency in service, a refund may not be warranted.
• Inability of the RA to Provide Services for reason beyond his control: If the RA fails to provide research reports, updates, or services as agreed, or if technical issues prevent the RA from delivering research reports, no refund shall be provided. However, the service period may be extended at the sole discretion of Research analyst, if disruption exceeds 90 days.
• Force Majeure Events: Refunds will not be applicable if services are disrupted due to events beyond the control of the RA, such as natural disasters, pandemics, or other force majeure events.
• Completion of Subscription Period: If the client has used the research services for the full subscription period, no refund will be granted.
• Partially Utilized Services Without Formal Termination: If the client stops using the research services but does not formally request termination in writing along with reason for termination, the RA is not obligated to process a refund. Written Notice with reasons for termination must be given minimum 10 days before the termination.
• No Refund in case of partial month: The refund shall be provided only in case of full unutilised month and not partially utilised months. For e.g., if a client has paid on 1st Feb 25 for 3 months and terminates on 10th March, no refund shall be provided for the partial month of Mar 25. Refund will only be provided for full unutilized month i.e. Apr 25.
• Adverse Market Conditions or Losses Incurred: If the client incurs financial losses based on recommendations provided by the RA, the refund cannot be claimed. The RA does not guarantee returns or profits, and investments are subject to market risks.
• Client's Breach of Terms & Conditions: If the client engages in fraudulent activity, misuse of research reports, or violates the agreed terms & conditions, the RA reserves the right to deny a refund. Including, if any of the KYC document provided is found to be fraudulent at any stage of service period, there shall be no refund.
• Unsubscribed or Free Trial Services: If the client is availing free trial or promotional research reports, no refund is applicable.
• Termination Due to Regulatory Non-Compliance by the Client: If the client is found to be in violation of SEBI regulations, such as sharing reports illegally, the RA is not liable to provide a refund.
• Voluntary Opt-Out from RA Services Without Justification: If the client discontinues the services without any valid reason or documentation, no refund will be granted.
• Non-Refundable Fees: Certain fees, such as administrative or onboarding charges, may be designated as non-refundable in the service agreement.

Refund Eligibility – Cases Where the Client is Entitled to a Refund

• RA not able to provide the services: If a RA is unable to provide any recommendation for a period larger than 3 months and is not able to communicate the reason for the same. The refund will be calculated on a pro-rata basis for the unexpired period.
• Pre-mature Termination by the Research Analyst (RA): If the RA discontinues services for any reason before the subscription period expires, the client is entitled to a pro rata refund for the unutilized period.
• Regulatory Actions Against the RA: If the RA's registration is suspended or cancelled by SEBI or RAASB for regulatory violations. In case of regulatory penalties that force the RA to cease operations, the client will be eligible for a pro rata refund for the unexpired period.
• RA not able to solve Clients Query/Grievances: Once client follows the grievance matrix and still cannot find any response from RA, Client can raise refund request.
• Double Payment or Overcharging: If the client is charged twice for the same period or has been overcharged beyond the regulatory fee limit (i.e., ₹1,51,000 per annum per family for individual and HUF clients). The excess amount will be refunded.
• Regulatory Fee Collection Mechanism Refund: If the client opts for the Centralized Fee Collection Mechanism (CeFCoM) but later decides to discontinue services, the refund process will be executed through CeFCoM.

Refund Calculation & Processing

• Refunds shall be processed only for the unexpired period on a pro-rata basis.
• Refund requests must be made in writing via email or official communication mode.
• Refunds shall be processed within 30 days of approval.
• Refunds shall be credited to the same payment method used for fee payment (Bank Transfer, UPI, or other digital modes; Cash refunds are not allowed).

8.13. Optional Centralized Fee Collection Mechanism (CeFCoM)

If and when available, We will inform you of the optional Centralized Fee Collection Mechanism for IA and RA ("CeFCoM") to facilitate fee payment.

9. Representations & Warranties

9.1. RA's Declarations

• The RA declares that it is duly registered under the SEBI (Research Analysts) Regulations, 2014.
• The RA, including its Principal Officer (if applicable), meets or exceeds the qualification and certification requirements mandated by SEBI or NISM.
• The RA's services do not conflict with or violate any law or regulation to which it is subject.

9.2. Client's Declarations

You represent that You are legally entitled to enter this Agreement and that Your KYC details are true and correct. You understand the nature of market risks and volatility inherent in securities investments.

10. Confidentiality & Data Protection

10.1. Privacy of Client Data

We respect Your privacy and will not share or disclose Your personal data except as required by law or to fulfill regulatory obligations (e.g., KYC checks). However, We may share aggregated or anonymized data for research or compliance purposes, without revealing individual identities.

10.2. Security of Client Data

While we endeavor to protect data transmissions, we cannot guarantee the complete security of data over the internet. You acknowledge that data transfers may be unencrypted and may pass over multiple networks.

11. Limitation of Liability

11.1. No Assured Returns

We shall not be liable for any direct, indirect, incidental, or consequential losses, including lost profits, due to Your reliance on Our research reports or model portfolios.

11.2. Force Majeure

The RA is not liable for failures or delays in performance arising from events beyond its control, including natural disasters, power outages, or disruptions in telecommunication systems.

11.3. Third-Party Data

We rely on third-party market data providers. We do not audit or guarantee the correctness of such data, and shall not be held liable for inaccuracies.

12. Indemnification

12.1. You agree to indemnify and hold harmless the RA, its officers, employees, and affiliates from any and all claims, damages, losses, or liabilities arising out of:

• Your breach of these T&C or violation of law.
• Unauthorized or improper use of Your account.
• Third-party claims related to Your actions or inactions.

13. Suspension & Termination

13.1. Suspension

We reserve the right to suspend Your account or access to Services with or without notice if You breach these T&C or if required by SEBI/regulators.

13.2. Termination

We may terminate this Agreement immediately upon:

• Violation of T&C by You.
• Directions from SEBI or any competent regulatory authority.
• Non-payment of fees (beyond the grace period, if any).

Refunds (if any) shall be governed by Section 7.4 above.

14. Miscellaneous

14.1. Amendments

We may modify or update these T&C in accordance with SEBI regulations. Notice of material changes will be posted on Our website/app or emailed to You. Continued use of the Services indicates Your acceptance of updated T&C.

14.2. Severability

If any provision is held invalid by a competent authority, the remaining provisions shall continue in effect.

14.3. Governing Law & Jurisdiction

These T&C shall be governed by and construed in accordance with the laws of India, and any disputes shall be subject to the exclusive jurisdiction of the courts/tribunals in Pune or as directed by SEBI.

14.4. No Agency

Nothing in these T&C shall be deemed to constitute a partnership, agency, or joint venture between the RA and the Client.

14.5. Disclaimer

Registration granted by SEBI and certification from NISM in no way guarantee the performance of the intermediary or provide any assurance of returns to investors. Investing in stocks/ETFs is subject to market risks. Read all related documents carefully before investing. Consult a qualified financial advisor to understand suitability.

Most Important Terms and Conditions (MITC)

• The RA cannot execute or carry out any trade on behalf of the client. 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 amount prescribed by SEBI/RAASB from time to time (applicable only for Individual and HUF Clients).
  • The current fee limit is INR 1,51,000/- per annum per family of the client for all research services.
  • The fee limit does not include statutory charges.
  • The fee limits do not apply to non-individual clients/accredited investors.
• 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 quarter. 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).
• RA will comply with SEBI and RAASB regulations regarding disclosure and mitigation of conflicts of interest and promptly inform clients of any conflicts.
• 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.
• We do not provide any guarantee returns, accuracy, or risk-free investments. Research opinions are based on available data and assumptions.
• Investments made based on RA recommendations are subject to market risks. Clients rely on research reports at their own judgment.
• SEBI registration, RAASB enlistment, and NISM certification do not guarantee RA performance or returns.
• For any grievances please raise your doubt in App chats or WhatsApp. If you don't receive any response within 24 hours, you can call our customer support number. In case of no response within 3 days, email to Our designated Grievance Officer at [email protected] within 7 business days of the issue.
• We shall resolve the grievances within 7 (seven) business working days or such timelines as may be specified by SEBI under the RA Regulation from time to time.
• If unresolved, You may lodge a grievance through SEBI's SCORES platform (www.scores.sebi.gov.in). Alternatively, use the Smart ODR platform (https://smartodr.in) for online dispute resolution.
• Clients must keep their contact details (email, mobile) updated with the RA.
• RA will never request the client's login credentials or OTP for trading, demat, or bank accounts. Clients should never share such information.
• Neither any research service will be rendered, nor any fee will be charged until consent is received from client on these terms and conditions.