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SUPPLEMENTAL TRADING MEMBER-CLIENT AGREEMENT (ITORS TRADING)
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THIS AGREEMENT is executed at ______________ on this ________ day of ____________,
200___ BETWEEN
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BMA Wealth Creators Limited, having its registered
office at Millenium City, Salt Lake, Sector 5, 8th Floor, Kolkata : 700 091, hereinafter
referred to as “the Trading Member”, (which expression shall, unless it be repugnant
to the context or meaning thereof, be deemed to mean and include his / her heirs,
executors, administrators and legal representatives) of the ONE PART;
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AND
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Mr./Ms/M/s ______________________________________________,an individual/ a sole
proprietary concern/ a partnership firm/a body corporate trust, registered/ incorporated,
under the provision of the Indian Partnership Act, 1932/The Companies Act, 1956,
Relevant Regulation having his/her/its residence/ registered/ office at __________________________________________________
__________________________________ hereinafter referred to as “the Client”, (which
expression shall, unless it be repugnant to the context or meaning thereof, be deemed
to mean and include his/her heirs, executors, administrators and legal representative/
the partners for the time being of the said firm, the survivor or survivors of them
and their respective heirs, executors, administrators and legal representative/
its successors) of the OTHER PART
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IT IS HEREBY AGREED BETWEEN THE TRADING MEMBER AND CLIENT as follows:
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Definitions:
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1.1 In this Agreement (including the Recitals above), unless the context otherwise
requires the following words shall have the following meanings:-
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“The Exchange” means the Bombay Stock Exchange Ltd and includes a segment of the
Exchange. “Exchange Provisions” means the Rules, Bye-laws, Regulations, Business
Requirement, Specifications, handbooks, notices, circulars and resolutions of the
Exchange or any segment of the Exchange in force from time to time and includes
the Minimum Requirements Handbook for ITORS prescribed by the Exchange, as amended
from time to time. “ITORS” means Internet based Trading Through Order Routing System,
being a system approved by the Exchange for enabling clients to route their orders
to their Trading Member/s over the internet. “ITORS Account Application” means the
application submitted by the Client to the Trading Member to permit the Client to
avail of the Trading Member’s ITORS Service. “ITORS Service” or “Service” means
the service offered by the Trading Member to its clients through ITORS whereunder
the clients can route their orders for purchase, sale and other dealings in securities
through the Trading Member’s ITORS System.
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“Trading Member’s ITORS System” or “Trading Member’s ITORS WebSite” means the web
site hosted by the Trading Member on the internet through which the Trading Member
offers the ITORS Service and includes the hardware and software used for hosting
and supporting the WebSite. “Password” means an alphanumeric code used by the Client
to validate his/her username and access the Service. “SEBI” means the Securities
& Exchange Board of India. “Username” means an alphanumeric login identification
used by the Client for accessing the Service.
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1.2 In this Agreement, headings are used for convenience and ease of reference only
and shall not affect the construction or interpretation of any provision of this
Agreement.
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1.3 In this Agreement, unless the context otherwise requires, reference to the singular
includes a reference to the plural and vice-versa, and reference to any gender includes
a reference to all other genders.
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1.4 In this Agreement, unless the context otherwise requires, references to Recitals
and Clauses shall be deemed to be a reference to the recitals and clauses of this
Agreement.
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1.5 References to any enactment are to be construed as referring also to any amendment
or re-enactment thereof and to any rule, bye-law, regulation, business requirement,
specification, order or other provision made under it.
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AGREEMENT TO PROVIDE AND AVAIL OF THE ITORS SERVICE:
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The Trading Member agrees to provide the Trading Member’s ITORS Service to the Client,
and the Client agrees to avail of the Trading Member’s ITORS Service, on and subject
to the terms and conditions of this Agreement, the Exchange Provisions and the terms
of the Trading Member’s ITORS Web Site.
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USER NAME AND PASSWORD:
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3.1 The Client will be entitled to a username and password, which will enable him
to access the Trading Member’s ITORS System for availing of the Service.
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3.2 The Client is aware that the Trading Member’s ITORS System itself generates
the initial password and that the Trading Member is aware of the same. The Client
agrees and undertakes to immediately change his initial password upon receipt thereof.
The Client is aware that subsequent passwords are not known or available to the
Trading Member.
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3.3 The Client shall be responsible for keeping the Username and Password confidential
and secure and shall be solely responsible for all orders entered and transactions
done by any person whosoever through the Trading Member’s ITORS System using the
Client’s Username and/or Password whether or not such person was authorised to do
so.
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3.4 The Client shall immediately inform the Trading Member of any unauthorised use
of the Client’s Username or Password with full details of such unauthorised use
including the date of such unauthorised use, the manner in which it was unauthorisedly
used, the transactions effected pursuant to such unauthorised use, etc.
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3.5 The Client acknowledges that he is fully aware of and understands the risks
associated with availing of a service for routing orders over the internet including
the risk of misuse and unauthorised use of his Username and/or Password by a third
party and the risk of a person hacking into the Client’s account on the Trading
Member’s ITORS System and unauthorisedly routing orders on behalf of the Client
through the System. The Client agrees that he shall be fully liable and responsible
for any and all unauthorised use and misuse of his Password and/or Username and
also for any and all acts done by any person through the Trading Member’s ITORS
System on the Client’s Username in any manner whatsoever.
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3.6 The Client shall log off from the ITORS Service at any time the Client is not
accessing or using the Service and any liability incurred to the Client as a consequence
of the Client not logging off the Service shall borne solely by the Client.
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3.7 Without prejudice to the provisions of Clause 3.5, the Client shall immediately
notify the Trading Member in writing with full details if :
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He discovers or suspects unauthorised access through his Username, Password or account,
He notices discrepancies that might be attributable to unauthorised access, He forgets
his password or He discovers a security flaw in the Trading Member’s ITORS System.
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3.8 In any of the above events specified in Clause 3.7, the Client shall immediately
change his Password. However, if the Client is unable to change his Password by
reason of his having forgotten his Password or his Password having been unauthorisedly
changed by some other person or for any other reason then the Client shall immediately
request the Trading Member in writing to discontinue his old Password; and thereupon
the Trading Member shall cause the Trading Member’s ITORS System to discontinue
the use of the Client’s old Password and the Trading Member's ITORS System shall
generate a new Password for the Client which shall be communicated to the Client.
At no point in time shall the Trading Member be liable for any loss, whether notional
or actual, that may be suffered by the Client on account of the misuse of the Password.
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TRANSACTIONS AND SETTLEMENTS:
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4.1 All orders for purchase, sale or other dealings in securities and other instructions
routed through the Trading Member’s ITORS System via the Client’s Username shall
be deemed to have been given by the Client.
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4.2 The orders and instructions and all contracts and transactions entered into
pursuant thereto and the settlement thereof will be in accordance with the Exchange
Provisions
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4.3 The Trading Member may from time to time impose and vary limits on the orders
which the Client can place through the Trading Member’s ITORS System (including
exposure limits, turnover limits, limits as to the number, value and/or kind of
securities in respect of which orders can be placed, the companies in respect of
whose securities orders can be placed, etc.). The Client is aware and agrees that
the Trading Member may need to vary or reduce the limits or impose new limits urgently
on the basis of the Trading Member’s risk perception and other factors considered
relevant by the Trading Member, and the Trading Member may be unable to inform the
Client of such variation, reduction or imposition in advance. The Client agrees
that the Trading Member shall not be responsible for such variation, reduction or
imposition or the Client’s inability to route any order through the Trading Member’s
ITORS System on account of any such variation, reduction or imposition of limits.
The Client understands and agrees that the Trading Member may at any time, at its
sole discretion and without prior notice, prohibit or restrict the Client’s ability
to place orders or trade in securities through the Trading Member.
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4.4 Though orders will generally be routed to the Exchange’s computer systems within
a few seconds from the time the order is placed by the Client on the Trading Member’s
ITORS System, the Trading Member shall not be liable for any delay in the execution
of any order or for any resultant loss on account of the delay.
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4.5 The Client agrees that the Trading Member may, at its sole discretion, subject
any order placed by a Client to manual review and entry, which may cause delays
in the processing of the Client’s order or may result in rejection of such order.
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4.6 In case of a market order, the Client agrees that he will receive the price
which his order is executed by the exchange’s computer system and such price may
be different from the price at which the security is trading when his order is entered
into the Trading Member’s ITORS System.
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MARGIN:
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The Client agrees and undertakes to immediately deposit with the Trading Member
such cash, securities or other acceptable security, which the Trading Member may
require as margin. The Client agrees that the Trading Member shall be entitled to
require the Client to deposit with the Trading Member a higher margin than that
prescribed by the Exchange. The Trading Member shall also be entitled to require
the Client to keep permanently with the Trading Member a margin of a value specified
by the Trading Member so long as the Client desires to avail of the Trading Member’s
ITORS Service.
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CANCELLATION REQUESTS
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6.1 When the Client places a request to cancel an order, the cancellation of that
order is not guaranteed. The order will only be cancelled if the Client’s request
for cancellation is received and the order is successfully cancelled before it is
executed.
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6.2 The Client shall not be entitled to presume an order as having been executed
or canceled until a confirmation from the Trading Member is received by the Client.
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6.3 The Exchange may a null a trade suo-moto without giving a reason therefore.
In the event of such annulment, the Trading Member shall be entitled to cancel the
relative contract(s) with the Client.
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BROKERAGE, COMMISSIONS AND FEES
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7.1 The Client agrees to pay the Trading Member brokerage, commission, fees, service
tax and other taxes and transaction expenses as they exist from time to time and
as they apply to the Client’s account and transactions, and the services that he
receives from the Trading Member.
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7.2 A schedule of brokerage, fees and commissions, applicable service and other
taxes and other transaction expenses shall be provided by the Trading Member to
the Client from time to time upon request by the Client.
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CONFIRMATIONS
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Online confirmation will be available to the Client upon execution or cancellation
of an order placed by him through the Trading Member’s ITORS System. This shall
be followed by a confirmation, which may be sent by postal mail, electronic mail
or other electronic means. It is the responsibility of the Client to review upon
first receipt, whether delivered to him online, by postal mail, by electronic mail,
or other electronic means, all confirmations of transactions or cancellations.
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INVESTMENT ADVICE
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9.1 The Client acknowledges that the Trading Member shall not be liable to provide
him with any legal, tax, investment or accounting advice or advice regarding the
suitability or profitability of a security or investment
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9.2 The Client also acknowledges that the Trading Member’s employees are not authorized
to give any such advice and that the Client will not solicit or rely upon any such
advice from the Trading Member or any of its employees.
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9.3 The Client agrees that in the event of the Trading Member or any employee or
official of the Trading Member providing any information, recommendation or advice
to the Client, the Client may act upon the same at the sole risk and cost of the
Client and the Trading Member shall not be liable or responsible for the same.
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9.4 The Client assumes full responsibility with respect to his investment decisions
and transactions.
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9.5 The Trading Member, its officers, directors, partners, employees, agents and
affiliates will have no liability with respect to any investment decisions or transactions
of the Client.
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SUPPLEMENTAL TO MAIN TRADING MEMBER – CLIENT AGREEMENT:
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This Agreement is supplemental to, and does not supersede, the Main Trading Member-Client
Agreement. Save and except as modified expressly or by implication by this Agreement
the Exchange Provisions or the terms of the Trading Member’s ITORS WebSite, the
provisions of the Main Trading Member-Client Agreement shall apply mutatis mutandis
to the extent applicable to dealings between the Trading Member and the Client pursuant
to or otherwise relating to the Trading Member’s ITORS Service.
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REPRESENTATIONS AND WARRANTIES OF CLIENT
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The Client represents and warrants to the Trading Member that:
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11.1 All the information provided and statements made in the Client’s ITORS Account
Application are true and correct and are not misleading (whether by reason of omission
to state a material fact or otherwise) and the Client is aware that the Trading
Member has agreed to provide the Trading Member’s ITORS Service to the Client on
the basis, inter alia, of the statements made in the Client’s ITORS Account Application.
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11.2 The Client is aware and acknowledges that trading over the internet involves
many uncertain factors and complex hardware, software, systems, communication lines,
peripherals, etc. which are susceptible to interruptions and dislocations; and the
Trading Member’s ITORS Service may at any time be unavailable without further notice.
The Trading Member and the Exchange do not make any representation or warranty that
the Trading Member’s ITORS Service will be available to the Client at all times
without any interruption. The Client agrees that he shall not have any claim against
the Exchange or the Trading Member on account of any suspension, interruption, non-availability
or malfunctioning of the Trading Member’s ITORS System or Service or the Exchange’s
service or systems for any reason whatsoever.
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11.3 The Client has the required legal capacity to, and is authorized to, enter
into this Agreement and is capable of performing his obligations and undertakings
hereunder.
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11.4 All actions required to be taken to ensure compliance of all the transactions,
which the Client may enter into pursuant to this Agreement with all applicable laws,
shall be completed by the Client prior to such transaction being entered into.
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11.5 The Client shall abide by the Exchange Provisions and the terms of the Trading
Member’s ITORS WebSite in force from time to time.
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11.6 Any instructions given by an authorised representative of the Client to the
Trading Member (or to the Trading Member’s representative) shall be binding on the
Client.
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REPRESENTATIONS AND WARRANTIES OF THE TRADING MEMBER:
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The Trading Member represents and warrants to the Client that :- The Trading Member’s
ITORS System has been approved by the Exchange. Where the ITORS system has not been
approved by the Exchange, the Trading Member has applied/ proposes to apply to the
Exchange to approve the said ITORS System and the Trading Member will commence the
Trading Member’s ITORS Service only after the Exchange has approved the Trading
Member’s ITORS System.
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MARKET DATA
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13.1 The Client understands that the Exchange asserts a proprietary interest in
all of the market data it furnishes, directly or through the Trading Member or otherwise.
The Client understands that the Exchange does not guarantee the timeliness, sequence,
accuracy or completeness of market data or any other market information, or any
messages disseminated by it. Neither the Trading Member nor the Exchange shall be
liable in any way for incorrect, misleading, incomplete or dated data or information
and, if the Client acts on the basis of the same, he shall do so at his own risk
and cost.
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13.2 The Client shall not furnish market information provided by the Exchange to
any other person or entity for consideration or otherwise and in the event the Client
uses such information he shall do so at his own risk and cost.
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NOTICES
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Any notice or other communication to be given by any party to the other in connection
with this Agreement shall be in writing and shall be deemed duly served if delivered
personally or sent by facsimile transmission or by prepaid registered post or by
e-mail to the addressee at the address or (as the case may be), the e-mail or facsimile
number (if any), of that party set opposite its name below:
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To the Stock broker at:
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Name of the person concerned :
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Address : BMA Wealth Creators,Millenium City, Salt Lake, Sector 5, 8th Floor, Kolkata
: 700 091 Tel No: Board Line : 40061920/21/22 Email:
kolkata@bmastock.com
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To the Client at:
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Name of the person concerned :
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Address :
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or at such other address, facsimile number or e-mail address as the party to be
served may have notified the other in accordance with the provisions of this Clause.
Notwithstanding anything stated above, communication relating to orders, margins,
maintenance calls and other similar matters in the ordinary course of dealings between
the Stock broker and the Client may be communicated orally or electronically.
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EXTRAORDINARY EVENTS
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The Trading Member and/or its agents will not be liable for losses caused directly
or indirectly by government restriction, Exchange or market rulings, suspension
of trading, computer, communication, telephone or system failure, war, earthquakes,
flood, accident, power failure, equipment or software malfunction, strikes or any
other conditions beyond the Trading Member's control.
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AMENDMENT TO AGREEMENT
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The Client understands and agrees that the Trading Member may discontinue his ITORS
Service in part or in its entirety and change the terms of the Service (including
the terms on the Trading Member’s ITORS WebSite) at any time and from time to time,
without prior notice.
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TERMINATION OF AGREEMENT:
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17.1 The Client agrees that the Trading Member may at any time terminate this Agreement.
The Client is aware and accepts that in view of the nature of the transactions and
dealings involved in providing the Service it may not be possible for the Trading
Member to give advance notice of such termination or suspension to the Client.
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17.2 The Client may at any time terminate this Agreement by not less than seven
days notice to the Trading Member, provided that unless the Trading Member otherwise
permits, the Client shall not be entitled to terminate this Agreement so long as
any amount is payable or securities are deliverable by the Client to the Trading
Member.
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17.3 The termination of this Agreement shall not affect any rights or obligations
of either party which have accrued prior to the termination or which may arise out
of or in connection with acts done or omitted prior to the termination.
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17.4 The provisions of Clauses 14, 20 and 21 of this Agreement shall survive the
termination of this Agreement.
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SEVERABILITY
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In the event of any provisions of this Agreement being held to be or becoming invalid,
unenforceable or illegal for any reason, this Agreement shall remain otherwise in
full force apart from the said provision which will be deemed deleted. The parties
shall however attempt to replace the deleted provision with a legally valid provision
that reflects the same purpose as the deleted provision to the greatest extent possible.
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WAIVER
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No forbearance, relaxation or inaction by any party at any time to require the performance
of any provision of this Agreement shall in any way affect, diminish, or prejudice
the right of such party to require the performance of that or any other provision
of this Agreement or be considered to be a waiver of any right, unless specifically
agreed in writing.
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LAW AND JURISDICTION
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20.1 This Agreement shall be governed by and construed in all respects in accordance
with the laws of the Republic of India and, subject to the provisions of Clause
21, the courts at Mumbai, India shall have jurisdiction over this Agreement and
the arbitration proceedings in relation to the Agreement ..
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20.2 This Agreement and all contracts and transactions between the Trading Member
and the Client pursuant hereto shall be subject to the Exchange Provisions, the
Rules, Bye-Laws, Regulations, and other provisions of its clearing house, if any,
the provisions of the Securities and Exchange Board of India Act, 1992, the Securities
Contracts (Regulation) Act of 1956 and the rules and regulations made thereunder
and as amended from time to time.
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DISPUTE RESOLUTION
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Any claim, dispute or difference arising between the Parties hereto in respect of
this Agreement or any contracts, dealings or transactions pursuant hereto or any
rights, obligations, terms or conditions as contained in this Agreement or the interpretation
or construction of this Agreement shall be subject to the grievance redressal procedure
of the Exchange and shall be subject to the arbitration procedure as prescribed
by the Exchange Provisions.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
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SIGNED SEALED AND DELIVERED
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Witness:
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Signature: ____________________________________
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Name:_______________________________________
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Address:_____________________________________
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____________________________________________
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____________________________________________
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Signature: ____________________________________
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Name:_______________________________________
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Address:_____________________________________
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____________________________________________
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____________________________________________
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For BMA Wealth Creators Limited
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By:__________________________________________
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Title: ________________________________________
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For the Client
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By:__________________________________________
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Title: ________________________________________
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