Client Service Agreement

This Research Analyst Client Service Agreement (the "Agreement") has been executed on (Date of Execution) at (Place of Execution)

Between

TRADING BRAIN 4U (Individual SEBI Registered Research Analyst bearing Registration No. INH000009418, having registered office at Office No. 124, B Wing, 12th Floor, Mittal Tower, Nariman Point, Fort,, MUMBAI, MAHARASHTRA, 400021 (hereinafter referred to as the "RESEARCH ANALYST" which expression shall unless excluded by or repugnant to the context, be deemed to include its administrators and permitted assigns) of the FIRST PART;

And

Client (hereinafter referred to as the "CLIENT" which expression shall unless it be repugnant to the context or be deemed to mean and include, its administrators & permitted assigns) of the SECOND PART;

Both RESEARCH ANALYST and the CLIENT shall also hereinafter individually refer to as Party & collectively as Parties. Whereas the CLIENT is desirous of availing the stock recommendation services in respect of the research analysis of the financial products from the Research Analyst on the terms & conditions as described hereinafter.

DEFINITIONS

1. "SEBI Regulations" means the SEBI (Research Analyst) Regulations, 2014, and any amendments thereto.

2. "Research Report" means any written or electronic communication that includes analysis, opinion, or recommendation regarding securities or investment.

3. "Research Services" shall have the same meaning as assigned under Regulation 2 clause (wa) of the SEBI (Research Analyst) Regulations, 2014.

4. "Client" means any person availing the services of the Research Analyst.

5. "Services" means the research and analysis services provided by the Research Analyst to the Client under this Agreement.

6. "RAASB" means the Research Analysts and Supervisory Body as notified by SEBI from time to time.

ENGAGEMENT OF THE RESEARCH ANALYST

In accordance with the applicable laws, the client hereby appoints, entirely at his / her / its risk, the Research Analyst to provide the required services in accordance with the terms and conditions of the agreement as mandated under SEBI (Research Analyst) Regulations, 2014.

CONSENT OF THE CLIENT

I / We have read and understood the terms and conditions applicable to a research analyst as defined under regulation 2(1)(u) of the SEBI (Research Analyst) Regulations, 2014, including the fee structure. I / We are subscribing to the research services for our own benefits and consumption, and any reliance placed on the research report provided by research analyst shall be as per our own judgement and assessment of the conclusions contained in the research report.

I / We understand that —

1. Any investment made based on the recommendations in the research report are subject to market risk.
2. Recommendations in the research report do not provide any assurance of returns.
3. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.

DECLARATION FROM CLIENT

The Client shall make an annual declaration for confirmation of the KYC details of all the immediate family members including himself; client also needs to update the Research Analyst in case there is any kind of update in the said records.

DECLARATION FROM THE RESEARCH ANALYST

1. We are duly registered with SEBI as an RA pursuant to the SEBI (Research Analysts) Regulations, 2014. Registration No.: INH000009418.
2. We have registration and qualifications required to render the services contemplated under the RA Regulations, and the same are valid and subsisting.
3. Research analyst services provided by us do not conflict with or violate any provision of law, rules or regulation, contract, or other instrument to which we are a party.
4. The maximum fee that we may charge is ₹1,51,000 per annum per family of client (as per SEBI/RAASB limits, as amended from time to time).
5. The recommendations provided by us do not provide any assurance of returns.
6. We are not engaged in any additional professional or business activities, on a whole-time basis or in an executive capacity, which interfere with or influence the independence of research report and/or recommendations.

THIRD SCHEDULE — CODE OF CONDUCT FOR RESEARCH ANALYST

1. Honesty and Good Faith

Research analyst or research entity shall act honestly and in good faith.

2. Diligence

Research analyst or research entity shall act with due skill, care and diligence and shall ensure that the research report is prepared after thorough analysis.

3. Conflict of Interest

Research analyst or research entity shall effectively address conflict of interest which may affect the impartiality of its research analysis and research report and shall make appropriate disclosures to address the same.

4. Insider Trading or Front Running

Research analyst or research entity or its employees shall not engage in insider trading or front running of its own research report.

5. Confidentiality

Research analyst or research entity or its employees shall maintain confidentiality of report till the report is made public.

6. Professional Standard

Research analyst or research entity or its employees engaged in research analysis shall observe high professional standards while preparing research reports.

7. Compliance

Research analyst or research entity shall comply with all regulatory requirements applicable to the conduct of its business activities.

8. Responsibility of Senior Management

The senior management of research analyst or research entity shall bear primary responsibility for ensuring the maintenance of appropriate standards of conduct and adherence to proper procedures.

Research Analyst shall not, in the course of performing its services to the client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the client that the stock recommendations are risk-free and/or not susceptible to market risks.

In the event of premature termination of the Research Analyst services in terms of the agreement, the client shall be refunded the fees for the unexpired period.

FEES APPLICABLE TO THE CLIENT AND BILLING

Details of Fees to be charged are as per the Website Product & Fee Structure. Payment modes accepted: NEFT / RTGS / IMPS / UPI / Account Payee Cheque / Demand Draft. Cash deposits are not accepted for any service provided.

Optionally, the client may make payments through the Centralised Fee Collection Mechanism (CeFCoM) managed by BSE Limited (recognised RAASB).

SCOPE OF SERVICE

A research analyst studies companies and industries, analyses raw data, and makes forecasts or recommendations about whether to buy, hold or sell securities. Trading Brain 4u analyses information to provide recommendations about investments in securities to the clients.

Research Analyst & his team may assist clients in understanding the research / trade & execution. But the client will be solely and in totality responsible for all his trades done. He will be in full capacity responsible for his capital risk, quantity management & trade Profit/losses. Neither Research Analyst nor his team can be held liable for any profits or losses or his capital risk directly or indirectly at any point of time.

DUTIES & FUNCTIONS OF THE RESEARCH ANALYST

Research Analyst shall provide Recommendations Services on FINANCIAL PRODUCTS to the Client during the term of this Agreement on investment in all financial/investment products except Mutual Funds and Insurance under all regulated authorities as is permitted under applicable laws and regulations governing research analyst & the financial industry. The services rendered by the research analyst are non-binding, non-recourse advisory in nature and the final decision on the type of instruments, the proportion of exposure and tenure of the investments shall be taken by the Client at its discretion.

The Research Analyst shall act in a fiduciary capacity and shall act in a bonafide manner for the benefit and the interest of the Client. The Research Analyst shall be in compliance with the SEBI (Research Analyst) Regulations, 2014 and its amendments, rules, circulars, and notifications.

RESEARCH ANALYST shall maintain client-wise KYC, advice, analysis reports of investment advice and suitability, terms and conditions document, rationale of advice, related books of accounts and a register containing list of clients along with dated investment advice in compliance with the SEBI (RESEARCH ANALYST) Regulations, 2014.

NO POWER OF ATTORNEY: The RESEARCH ANALYST shall not seek any power of attorney or authorizations from its clients for implementation of recommendations.

INVESTMENT OBJECTIVE AND GUIDELINES

Research Analyst (RA) would provide recommendations with respect to investment in equity & derivatives & commodities. RESEARCH ANALYST shall provide recommendations based on the risk profiling conducted for the client, total budgeted investment amount of the client and time period for deployment as informed by the client.

RISK FACTORS

Investments in securities are subject to market risks and there is no assurance or guarantee that the objective of the investments will be achieved. Past performance of the investment advisor does not indicate its future performance. The performance of the investments/products may be affected by changes in Government policies, general levels of interest rates and risks associated with trading volumes, liquidity and settlement systems in equity and debt markets.

Investments in the products which the Clients have opted are subject to a wide range of risks which inter alia include but are not limited to: economic slowdown, volatility & illiquidity of the stocks, poor corporate performance, economic policies, changes of Government and its policies, acts of God, acts of war, civil disturbance, sovereign action and/or such other acts/circumstances beyond the control of Research Analyst.

Under NO Conditions shall the Research Analyst or any member associated with the Firm be held personally or cumulatively responsible for any financial loss directly or indirectly incurred in the stock market. The client accepts the nature of business risk and capital risk involved in the stock market & cannot hold the Research Analyst or its employees responsible for any unprecedented loss of returns or capital involved in trading & investment activities.

There is no assurance or guarantee of returns or capital safety of the client due to unavoidable market volatility or unpredictable high irrational moves.

VALIDITY OF RECOMMENDATION SERVICES

The validity of this agreement starts from the date of signing and will continue to be in force till any of the parties terminate it by giving 1 month's notice period or as per tenure mentioned & agreed upon.

TERMINATION

This Agreement may be terminated under the following circumstances: (a) Voluntary / mandatory termination by the Research Analyst; (b) Voluntary / mandatory termination by the Client; (c) Suspension/Cancellation of registration of Research Analyst by SEBI; (d) Any other action taken by any regulatory body / Government authority.

In case of a voluntary termination of the agreement, both parties shall provide a 30 days prior written notice. In case of suspension/cancellation of SEBI registration for more than 60 days, the client may terminate the agreement and shall be entitled to a pro-rata refund of fees.

RELATIONSHIP WITH RELATED PARTIES / NO CONFLICT OF INTEREST

Research Analyst carries on its activities independently, at an arm's-length basis from all other activities. RESEARCH ANALYST does not have any conflict of interest of the stock recommendation activities with its relationship with related parties; such conflict of interest shall be disclosed to the client as and when they arise. RESEARCH ANALYST shall not provide any distribution services.

RESEARCH ANALYST shall ensure that it will take all consents and permissions from the client prior to undertaking any actions in relation to the securities or investment products advised. RESEARCH ANALYST shall not derive any direct or indirect benefit out of the client's securities/investment products.

LIABILITY OF RESEARCH ANALYST / MAINTENANCE OF ACCOUNTS

RESEARCH ANALYST shall not incur any personal or cumulative liability by reason of any loss, which a client may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions.

RESEARCH ANALYST shall be responsible for maintenance of client accounts and data as mandated under the SEBI (RESEARCH ANALYST) Regulations, 2014. RESEARCH ANALYST shall not divulge any confidential information about its client without taking prior permission of its client, except where such disclosures are required to be made in compliance with any law for the time being in force.

SETTLEMENT OF DISPUTES AND PROVISION FOR ARBITRATION

No suit, prosecution or another legal proceeding shall lie against the RESEARCH ANALYST for any damage caused or likely to be caused by anything which is done in good faith or intended to be done under the provisions of the Securities and Exchange Board of India (RESEARCH ANALYST) Regulations, 2014.

All disputes, differences, claims, and questions whatsoever arising from this Agreement shall be in accordance with and subject to the provisions of The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. Such arbitration proceedings shall be held in India and the language of the arbitration will be English.

Grievance Redressal: Grievances shall be resolved within 7 business working days. Unresolved grievances may be escalated to SEBI SCORES at scores.sebi.gov.in or through ODR at smartodr.in.

MOST IMPORTANT TERMS AND CONDITIONS (MITC)

By agreeing to these terms, the client acknowledges and accepts the following conditions:

1. No Execution of Trades: The RA is strictly prohibited from executing or carrying out any trades on behalf of the client. The client agrees not to permit the RA to execute any trades on their behalf.
2. Fee Structure: Maximum fee is ₹1,51,000 per annum per family. Cash payments strictly prohibited. Advance fees limited to one quarter. Fees payable via Cheque, NEFT/RTGS/IMPS/UPI only.
3. Conflict of Interest: The RA agrees to abide by all applicable SEBI/RAASB regulations regarding the disclosure and mitigation of conflicts of interest.
4. Prohibition of Guaranteed Returns: The RA is prohibited from offering any assured, guaranteed, or fixed return schemes. Such schemes are illegal under applicable laws.
5. Market Risks: Any investment made based on RA recommendations is subject to market risks. The RA does not provide any assurance of returns. The client relies on their own judgment.
6. No Guarantee of Performance: SEBI registration, enlistment with RAASB, and NISM certification do not guarantee the performance of the RA or assure any returns to investors.
7. Grievance Redressal: In case of any grievances, the client shall first contact the RA. If unresolved, the client may lodge a complaint through SEBI SCORES or Smart ODR portal.
8. Client Information: The client agrees to keep contact details, including email ID and mobile number, updated with the RA at all times.
9. Security of Credentials: The RA will never ask for the client's login credentials, OTPs, or access to trading, demat, or bank accounts.
10. Effective Date and Compliance: These terms and conditions come into effect immediately upon signing this agreement. The client agrees to comply with all applicable SEBI regulations.

DISCLAIMER

Trading Brain 4u accepts payments only after the successful completion of Client KYC and agreement formalities. All investment in Financial Products is subject to market risk. There is no guarantee of Returns & Profits; No Capital Safety Assurance or any Fixed Returns.

Our clients or any third party or anyone else have no rights to forward or share our calls or SMS or Research Reports or any information provided by us to/with anyone which is received directly or indirectly by them. If found so, legal action may be taken.

By accessing Trading Brain 4u's website or any of its associate/group sites, you have read, understood, and agree to be legally bound by the terms of the following disclaimer and user agreement. Trading Brain 4u does not guarantee the consistency, adequacy, or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information.

Stock trading is inherently risky, and you agree to assume complete and full responsibility for the outcomes of all trading decisions that you make. Under no circumstances should any person make trading decisions based solely on the information discussed herein.