By this Partner Agreement ("Agreement") by and between IPRISM InfoTech Private Limited, a company registered under the Companies Act, 2013 and having Registered Office address at IPRISM House, 8/63, Anand Nagar Sahyog CHS, Off Nehru Road, Santacruz (East), Mumbai – 400055; and includes its successors, executors, administrators, officers and permitted assigns (hereafter referred to as "IPRISM" or "Licensor") and and YOU, AN INDIVIDUAL / PARTNERSHIP FIRM, TRUST, HUF, A BODY CORPORATE, INCORPORATED UNDER THE APPLICABLE LAWS OF INDIA AND HOLDING AMFI REGISTRATION NUMBER (ARN) UNDER THE ACT & REGULATIONS OF ASSOCIATION OF MUTUAL FUNDS OF INDIA AND INCLUDE ITS SUCCESSORS AND PERMITTED ASSIGNS) hereafter referred to as "Partner" or "Licensee" OF THE OTHER PART.
BY CLICKING ON "I ACCEPT," OR "I AGREE", YOU ACCEPT AND AGREE TO THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK "I ACCEPT," OR "I AGREE"
IPRISM and Partner will be collectively referred to as "Parties" and severally as "Party"
This Agreement is, executed on the date of accepting this Agreement ("Effective Date")
IPRISM offers to provide a Wealth Management platform under its brand name AUCTUUS to Partners who are distributors of Mutual Funds and other financial products which provides support to both existing and prospective clients/advisors.
i."AUCTUUS" is a brand name and domain name being used by IPRISM and shall mean and include a subscription service of IPRISM available to Partners, who distributes, sells the products of mainly India domiciled units of mutual funds regulated by SEBI and others as communicated from time to time. It also gives Partners access to certain value-added services such as Partners Portal, Client Portal, Mobile application etc. Through AUCTUUS a subscriber shall also be eligible to subscribe to its linked services subject to terms and condition of such a linked service.
ii."AUCTUUS Portal" or "Mobile App" or"Software" or "Portal" shall mean the website hosted or online software applications provided by IPRISM through which the Partners access the Partners Portal and the clients access their Client Portal and other online facilities, as detailed under Annexure 2.
iii."AUCTUUS Subscriber" shall mean an IPRISM Partner subscribing to any part of the IPRISM platform.
iv."Client(s)" or "Customer" shall mean and include individuals/entities making investments through the Partner in various products and services proposed by IPRISM.
v."Client Portal" shall mean the areas in the IPRISM Portal or the Partners Website to which the Partner's Client gets access by a log in ID and password.
vi."Intellectual Property" or "IP" means and includes ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets; trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research and development projects and data, and other confidential and proprietary information, computer programming code, databases, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form or in any other form / format, whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments.
vii."Knowledge Centre Services" shall mean the Financial Literacy and Knowledge Content which shall be delivered through the Section of the Portal Web Screen titled “Knowledge Centre”.
viii."Linked Services" shall mean and include those services, which shall be activated subject to eligibility and payment of additional charges only if its primary subscription service is having an active status.
ix."Partner" or "IPRISM Partner" shall mean and include any individual/entity who is a subscriber of at least one of the subscription services offered by IPRISM and eligible to subscribe for such service/(s) of IPRISM and shall be recognized as a Partner of IPRISM for such service or services. Such appointment as Partner would be to undertake the services as stated therein under such services specifically subscribed and is restricted to only those services specifically subscribed to.
x."Partner Portal" shall mean the areas in the IPRISM Portal to which the Partner gets access by a log in ID and password.
xi."Primary Subscription services" Primary subscription services are those subscription services, which does not require being a subscriber to any other service.
xii."Product(s)" shall mean the investment products viz - Mutual Funds, Fixed Deposits of Companies, Initial Public Offers (IPOs), RBI Relief Bonds, administered government schemes and other financial and non-financial products offered by IPRISM to Partners under specific subscription services, from time to time and in any manner, individually or jointly as subscribed.
xiii."Service(s)" shall mean the activities connected with the distribution/sale of the Products
xiv."Subscription Services" shall mean and include the various subscription services offered by IPRISM to any individual /entity, from time to time as and when subscribed.
xv."Subscription Term" shall mean a period during which Partner may use and receive support for the Portal and consists of Initial Term and/or Renewed Term, as the case may me (as defined below).
xvi."Transaction(s)" means all transactions, including but not limited to any purchase, redemption / sale or switch /transfer, made in any of the products offered, in any manner or mode, either directly or indirectly, by the Customer of the Partner at any point of time made using any third party transaction platforms viz BSE STAR MF, NSE MF II, MF Utility, CAMS, Karvy, Asset management companies, Portfolio Management Service providers, Insurance companies, FD Mobilisers or any other such transaction platform.
i. In this Agreement, the headings are used for convenience and ease of reference and are not to be construed in the construction or interpretation of any provision of the Agreement.
ii. In this Agreement, unless the context specifies otherwise, reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other gender.
iii. In this Agreement, unless the context specifies otherwise, references to the Recitals, Clauses, Annexure, Appendix and Schedules shall be deemed to be a reference to the recitals, clauses, Annexure, appendix and schedules of this Agreement.
iv. If there are any contrary provisions in this Agreement and the Schedules, the provisions of this Agreement shall prevail over the Schedule.
v. If there are any contrary provisions in this Agreement and any subsequent Addendum, the provisions of the Addendum shall prevail over this Agreement.
vi. Any word or meaning not defined in this Agreement shall have the same meaning as the definitions under this Agreement.
vii. Words importing any gender include the other gender.
viii. All references to singular include plural and vice versa and the word "includes" shall be construed as "without limitation".
ix The term Partner will be used synonymously with the term AUCTUUS subscriber in this Agreement, as per the definition stated herein, unless stated otherwise.
3. Scope (Eligibility & Appointment) and Terms of Appointment:
The subscription to the IPRISM service is subject to the satisfactory fulfillment of the below mentioned eligibility criteria:
i. Any individual, partnership firm or any other legal entity subscribing to the IPRISM platform and thus seeking appointment as a Partner shall be qualified as per the relevant laws, regulations and rules to carry out the business of distribution of the Products offered under all names used by IPRISM including AUCTUUS.
ii. Products offered under IPRISM service shall be India domiciled mutual funds and any other financial products as offered from time to time and made available through the Partners Portal. Partner shall be eligible to sell only those products offered to IPRISM subscribers for which they are eligible to sell under the governing regulations from time to time. In the event of a legal entity other than an individual being appointed as an IPRISM Subscriber, such a Partner shall designate an individual person ("Partner Representative") within the entity who is authorized to act and undertake all the functions and actions / decisions on behalf of the Partner.
iii. The name and details of the Partner Representative shall be provided by the Partner in appropriate form to IPRISM and any change of the Partner Representative shall be informed to IPRISM.
iv The Partner/ Partner Representative must have cleared the AMFI Mutual Fund Advisors Certification Test and shall have a valid ARN Code. The Partner must renew such ARN Code and / or clear certification tests at such times as required by AMFI or any other regulatory body.
v. The subscription to the IPRISM Service shall be subject to the payment of the prescribed subscription fees at the time of enrollment as defined in Annexure 1 to this Agreement and as revised from time to time.
vi. The Partner shall provide such information & details, which IPRISM requires and finds relevant from time to time during Subscription Term.
vii. vii. In case of non-individual Partners, the Partner represents that the Partner Representative, has the authority to bind the IPRISM subscriber to these Agreement and that the IPRISM subscriber shall sign this Agreement through an authorized signatory. Further, all the actions of such Partner Representative shall have a binding effect on the Partner itself, including but not limited to any transaction, signing of any subscription service Agreement, any request or nomination, etc, and that any acts of commission and / or omissions of such a Partner Representative shall be construed as the any acts of commission and / or omissions of the IPRISM subscriber.
4.Grant of license:
Subject to the Partner purchasing the subscriptions plan in accordance with this Agreement, the restrictions set out in this Section 4 and the other terms and conditions of this Agreement, the Licensor hereby grants to the Partner and to the Partner a non-exclusive, non-transferable, non-assignable, limited, revocable right to use the IPRISM/AUCTUUS Portal and other online facilities, Subscription Services during the Subscription Term, solely for the Partner's business operations. Partner confirms that the use of the Subscription Services shall be as per the subscription plan chosen by Partner, from time to time. Partner shall not have the right to sublicense or re-distribute the IPRISM/ AUCTUUS Portal, Subscription Service to third parties, unless otherwise agreed between Parties. In the event Partner sublicense or re-distribute the IPRISM/ AUCTUUS Portal, Subscription Service to third parties, such third parties shall adhere with terms and conditions of this Agreement.
A. In relation to the Client, Partner undertakes that:
1. Each Client shall keep a secure password for his use of the Subscription Services and that each Client shall keep his password confidential;
2. Each Client shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Subscription Services, including those related to data privacy, international communications and the transmission of technical or personal data. Any use of the Services and/or Subscription Services in violation of applicable laws shall be construed to be a material breach of this Agreement.
B. The Partner or the Client shall not:
1. Except as may be allowed by any applicable laws which is incapable of exclusion by agreement between the Parties:
a. and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of IPRISM/AUCTUUS Portal in any form or media or by any means; or
b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
c.access all or any part of the Services and/or Subscription Services in order to build a product or service which competes with IPRISM/AUCTUUS Portal; or
d.use the Services and/or Subscription Services to provide services to third parties; or
e.license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Subscription Services available to any third party, or
f.attempt to obtain, or assist third parties in obtaining, access to the Services and/or Subscription Services, other than as provided under this Section 4; and
g.reveal to any third party any benchmark results comparing any part of the Services and/or Subscription Services with any potentially competing product;
3. The Partner shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or Subscription Services and, in the event of any such unauthorized access or use, promptly notify the Licensor.
4. The rights provided under this Section 4 are granted to the Partner only and shall not be considered granted to any subsidiary or holding company of the Partner. Licensor reserves all rights and licenses not expressly granted to Partner under this Agreement.
Value Proposition of the Platform
(a)IPRISM shall provide access to the Portal and Knowledge Centre Services to Partner to facilitate and enhance financial literacy in the investment marketplace. The Portal and Knowledge Centre Services purport to provide a mechanism that would enhance the understanding of basic financial concepts and improve the productivity of the Partner, mitigate mis-selling and help in addressing product suitability issues of Clients and help Clients to keep track of their investments in a methodical manner.
(b)The Portal shall enable the Partner to keep track of its clients and their goals methodically. Through the use of the Platform and Services, the Partner shall be able to increase his productivity.
(c)The Portal processes data, based on the assumptions and the Input as entered by the Partner/Client and is an aid to facilitate the Partners faster processing of data and on the basis of agglomeration of knowledge available in the public domain, shall help improve the Partners productivity and compliance with Applicable Laws. The software offered as a part of these Services shall accept the Input, apply predetermined principles of financial prudence and generate an Analysis Report based on the Input and other relevant information provided by the Partner/ Client. The analysis report shall comprise of but is not limited to the preliminary assessment of the Clients financial requirement and suggest investment amount based on the Input.
(d)The analysis report shall offer guidance to the Partner and the Clients, since it processes the Input and the information provided by the Partner/Clients to display some of the commonly available investment or savings options available in the market and does not recommend or include references to any specific product or security.
(e)The Portal shall facilitate generation of Action Plans as per the Input and the Analysis Report.
(f)IPRISM shall maintain a database, for the benefit of the Partner, on the Platform comprising of the Action Plans
(g)IPRISM shall provide the Partner access to the database of the Other Products which the Partner is permitted to market or sell as per Applicable Laws and IPRISM shall put in place commercially reasonable systems and firewalls to ensure compliances with Applicable Laws.
(h)The Partner understands and acknowledges that IPRISM shall be providing the Services based on the Input provided by the Partner and/or the Client and IPRISM shall not be responsible or liable for any errors, discrepancies in the resultant Analysis Report due to such Input provided.
(i)Nothing contained here under in this Agreement or under any agreement entered between IPRISM and AMC or Insurance Company or fixed deposit mobiliser or PMS provider or any Financial Service provider or any financial product provider shall bind or require the Partner or the Client to rely on, or act on the contents of the Analysis Report and Action Plan.
(j)Nothing contained in this Agreement, shall affect, in any manner, the right of IPRISM, or its group companies to offer any service, apart from the Services, to any Person, including the Partner or Clients.
5.Rights & Obligation of Partner:
A.Subject to terms of this Agreement, the Partner has a right to use and / or access IPRISM/AUCTUUS Portal and other websites, as provided by IPRISM and updated / revised from time to time.
i.The Partner shall maintain all the information of their clients required for the conduct of its business and shall make available any such information to IPRISM upon request.
ii.Notwithstanding IPRISM shall take due care while handling Client secret information, IPRISM shall not be held liable for the disclosure of any confidential information of the clients of the Partner.
iii.Whosoever subscribes to the Products through the Partner's ARN code is the client of the Partner. The Partner has the right and the access to create groups of clients through the Partners Portal for the purpose of accessing portfolio information of family clients together.
iv.Whosoever subscribes to the Products through the Partner's ARN code is the client of the Partner. The Partner has the right and the access to create groups of clients through the Partners Portal for the purpose of accessing portfolio information of family clients together.
v.The Client and the Partner will be responsible for the bonafide use of Client Portal and for the privacy and security of such log in Id and password. IPRISM in no case shall be responsible to any Client or Partner for the unauthorized access of Client Portal and / or for the leakage of any confidential information of a client.
C. Statutory Requirements:
i. The Partner specifically ensures that any person involved /engaged in selling and /or advising of mutual funds through the Partner code, is eligible and duly authorized to do so and has the necessary certification by the Association of Mutual Funds in India (AMFI) or any other regulatory body from time to time. For products, other than mutual funds any individual through the Partners code involved in the selling/advising of such product shall be qualified to do the same and abide by the code of conduct and guidelines given by any regulatory authority or governing body from time to time.
ii.The Partner also ensures that such persons abide by the code of conduct and any guidelines and regulations given by Securities and Exchange Board of India (SEBI) and any other regulatory authority e.g. IRDA/RBI/PFRDA/NHB etc. always.
iii.The Partner shall secure an ARN Number and shall renew such ARN at appropriate times and shall intimate the status of such ARN to IPRISM.
iv.The Partner shall be solely responsible for the protection & privacy of the user id & password of the Partner Portal and any such online facilities offered by IPRISM. IPRISM cannot be held liable for any actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, charges in respect thereof or otherwise because of the unauthorized use of Partners Portal or other such online facilities by person(s) other than those authorized / nominated by the Partner.
v.The Partner may avail linked subscription services to IPRISM/AUCTUUS as available with IPRISM by signing the specific service Agreement at any point of time, subject to the Partners eligibility for the same.
vi.The Partner shall identify, authorize and intimate IPRISM of those persons who are permitted to access the IPRISM Portal on its behalf, and any request or acts that take place because of the same shall be deemed to as authorized by the Partner. The Partner or the Partner Representative may, from the Partners Portal, request multiple log in ID & passwords to the Partners Portal. The user log in-ID and password of the Partners Portal given to the Partner at the time of registration shall be deemed to be the administrative user id and password of the Partners Portal. The Partner would have the right to request multiple non-administrative user ids & passwords to the Partners Desk and to define the rights thereof, from under the main administrative log in id & password to the Partners Desk. Any request or acts that take place from all such log in-ids & passwords shall be deemed to as authorized by the Partner.
vii. The Partner shall have no right to inspect and/or have any access to the books, records, documents, facilities, systems, infrastructure, processes, work manners, methodologies, etc. of IPRISM, either in part or in full. The Partner may however make written requests to IPRISM for any information relating only to the Partner's own business with IPRISM.
viii.The Partner shall be solely responsible for adhering to the implementation of KYC (Know Your Customer) and AML (Anti-Money Laundering) norms/process/compliance under the PMLA regulations s / Guidelines given by the regulatory authorities /AMC from time to time. Hence, in case of any non-compliance or violations on this aspect IPRISM cannot be held responsible for the same.
ix.In the event of any change related to the ARN No including the change in the relationship of that individual with the Partner whose AMFI qualification was used to procure such ARN No of such partner in respect to the ARN No of the Partner, the Partner shall have to communicate the same to IPRISM within a period of 14 days of such change.
ID. Rights and Obligations of IPRISM:
i.IPRISM reserves rights to reject the application form/deny to sign Agreement by any entity for subscription to any service as available with IPRISM, at its sole discretion at any time without giving any reason / notice for the same.
ii.IPRISM retains the sole right and discretion to change, amend or modify the rules and regulations, eligibility criteria, and the subscription fees of any of the products and/or subscription services as available with & offered by IPRISM.
iii.IPRISM rightfully performs the maintenance & development works on all the Portals, Websites, Partners Websites, and Partner Portals, Client Portals and parts / contents thereof. Such ongoing works may include minor or major changes, including one or more of the following:
a.Addition, modification and/or deletion of the products, assets, reports, planners, calculators, tools, utilities, features, information, web pages, contents, etc.
b.Publication and / or uploading of news reports, releases, events, newsletters, magazines, articles, presentations, product displays, banners, advertisements, documents, etc.
c.Change, modification and / or addition of graphics, layouts, colours, formats, animation, displays, designs, logos, titles, etc.
d.Addition of new pages as external links from an existing page or as new pages within the structure of the Site.
e.Navigational and structural changes
f.Upload of pages and/or site to the any web host/ server at IPRISM.
iv.Without limiting other remedies, IPRISM may issue a warning, temporarily suspend, indefinitely suspend or terminate Partner registration to IPRISM/AUCTUUS and / or any other linked service, and / or refuse to provide or temporarily suspend, or stop any product and service, in part or in full, to the Partner if:
a.The Partner commits breach of any terms of this Agreement or the linked policies and information incorporated herein by reference, including the written policies and procedures posted on the IPRISM/AUCTUUS Portal and/or websites;
b.IPRISM is unable to verify or authenticate any information Partner provides to IPRISM in any manner or fashion; or
c.IPRISM has a reason to believe that Partner's actions may cause legal liability for and / or harm the business interests of IPRISM or any of its service providers, other Partners or associates. Once temporarily suspended, indefinitely suspended or terminated, Partner may not be allowed to continue to use the services of IPRISM.
v.IPRISM shall not be held liable of any actions, claims, damages, losses, suits, proceedings, demands, or expenses, costs, charges, in respect thereof or otherwise, from the use of any such information, reports, etc. for any purpose whatsoever.
vi.IPRISM retains the sole right and discretion to vary the terms of this Agreement and issue an addendum to this Agreement.
vii.Upon request of IPRISM shall provide necessary training over call or e-mail related to IPRISM/AUCTUUS Portal, provided that request for such training needs to be made by Partner within seven (7) days from the execution of the Agreement. Further, such training will be provided during normal business hours of IPRISM. In the event Partner needs any additional support or training, such support or training will be provided by IPRISM, based on mutually agreed terms between Parties.
viii.IPRISM may develop value-added products and services based on Big Data, Artificial Intelligence (AI), Robo-advisory etc. based on the partners data allowing for investor portfolio re-balancing, recommendations and education etc.
ix.IPRISM will be entitled to display promotional messages, recommend suitable products and events to the partner and their clients.
x IPRISM will be entitled to source from Asset Management Companies and display learning and knowledge content in the “Knowledge Centre” section of the Portal.
xi.IPRISM may run campaigns, contents and polls along with the partners.
xii.IPRISM may use the business data to corroborate the ratings for awards to distributors.
xiii.In the case of mutual fund distribution, the partner may change the basis of engagement to either subscriber or sub agent with IPRISM by giving written or electronic consent.
xiv.The partner authorises IPRISM to approach asset management companies, Insurance companies or other manufacturers to get a full or part sponsorship for their subscription, any sponsorship so obtained will be clearly communicated to the partner by posting the sponsored amount to that partners account
6.Fees & Commission:
i.Partner acknowledges that payment of subscription fess is a condition precedent for Partners access to the IPRISM/AUCTUUS Portal and Licensor reserves to suspend or terminate access to IPRISM/AUCTUUS Portal in case of non-payment of the subscription fees beyond fifteen (15) days from the actual date by Partner.
ii.The Partner shall pay the subscription fee (as prescribed in the Annexure 1) for subscribing to the various Subscription Services. The payment of the Subscription Fee for any of the Subscription Services shall be non-refundable and non-transferable in the event of early termination of the Subscription Services.
iii.In case of termination of IPRISM/AUCTUUS Service, the other linked services under subscription shall also be terminated, irrespective of the duration of subscription period remaining. Even in such a case, no-refund of fees, as paid and collected from the Partner for availing such linked services which are being terminated shall be made by IPRISM either in part or full, irrespective of any reason whatsoever.
iv.All amounts payable under this Agreement shall be payable in India and in Indian Rupees (INR) only and are exclusive of Service tax, which shall be added to the Licensors invoice(s) at the appropriate rate.
v.Licensor shall be entitled to increase the subscription fees at the start of each Renewed Term upon thirty (30) days prior notice to the Partner and Annexure 1 shall be deemed to have been amended accordingly.
vi.In case the partner is sub-agent then IPRISM will post the share of the partners mutual fund distribution commission to their account
7.Representation & Warranties:
Partners represents and warrants that:
i.It is competent to enter into a legally binding contract and this Agreement under applicable laws and that it is not incompetent to contract within the meaning of the Indian Contract Act, 1872.
ii.It is duly organized and validly existing under the laws of India and has full authorization to become a Partner with IPRISM.
iii.There are no circumstances, which would entitle any person to declare the Partner as insolvent or subject to winding up or have a receiver appointed over the whole or any part of its assets.
iv.This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation enforceable in accordance with its terms.
v.All necessary consents and approvals contemplated herein have been or shall be obtained from the governmental, regulatory or statutory authorities for the performance of its obligations under the Agreement.
vi.It shall abide by the Association of Mutual Funds of India guidelines, Prevention of Money Laundering Act, 2002, SEBI Act, 1992 and all other applicable guidelines, laws, rules and regulations and notifications.
vii.Its entry into, exercise of its rights and / or performance of or compliance with this Agreement does not and shall not violate any other agreement/terms and conditions.
viii.It shall not misrepresent its independent relationship with IPRISM in anyway and must not use its name or any logo without prior written permission.
ix.It shall not permit access to Partner Portals, Clients Desks and such other proprietary and hidden websites, etc. to persons other than persons authorized by it and whose names have been mentioned or to those who are not authorized to have the same.
x.Information obtained from the AUCTUUS Portal shall only be used or reproduced for the bona-fide purposes by the Partners.
xi.Partner understands and acknowledges that if it shares information including but not limited to personal information of Client in order to avail the Services and/or Subscription Services, Partner agrees to comply with IT Act 2000 and other applicable data privacy laws related to such information.
8.IPRISM's Representations and Warranties and
Disclaimer of Warranties:
i.IPRISM shall maintain appropriate infrastructure to provide the Products and Services through Portals and its Websites.
ii.IPRISM/AUCTUUS Portals shall have secured environments with adequate firewalls and other means of access control, which in the opinion of IPRISM are adequate and capable of protecting the network against unauthorized access. IPRISM further confirms that these access control measures will be kept current and will not be removed or reconfigured so as to significantly reduce the risk of unauthorized access.
Disclaimer of Warranties:
i.All the subscription services provided by IPRISM, including AUCTUUS Portal, Websites, etc. including any content, material or information contained with it or any Product or Service licensed, offered or purchased through the IPRISM, and/or AUCTUUS Portal, is provided on an "AS IS" basis and without warranties of any kind, either expressed or implied, including, but not limited to warranties of title or non-infringement or warranties of merchantability and fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
ii.IPRISM does not warrant that Partner's use or access to the AUCTUUS Portals, systems, Websites and/or related Services will be uninterrupted or error-free, and that defects will be corrected, or that the Website or the server that makes it available is free of viruses or other harmful components. IPRISM does not warrant or make any representations regarding the use or the results of the use of any Product and/or Service offered by IPRISM in terms of its compatibility, correctness, accuracy, and reliability or otherwise.
iii.A possibility exists that the AUCTUUS Portal could include inaccuracies or errors. Although IPRISM attempts to ensure the integrity, correctness and authenticity of such IPRISM Websites, it makes no guarantees whatsoever as to its completeness, correctness or accuracy. In the event that such an inaccuracy arises, the Partner has to inform IPRISM so that it can be corrected.
iv.IPRISM represents that it has taken due care and caution in providing information on its AUCTUUS Portal / and that the information / references may be taken from external sources e.g. Portfolio Tracker tool and / or Mutual Fund Analytics tool external data vendors and external service providers. However,IPRISM does not make any guarantees or warranties whatsoever, expressed or implied, regarding the accuracy, adequacy, timeliness, completeness, reliability, functionality, fullness of any information, data, analysis, reports, etc. and is not responsible for any errors or omissions or for the results obtained from the use of such information, data, analysis, reports, etc. by the Partner and / or Client. IPRISM specifically reiterates that it has no financial or other liability whatsoever to any Partner and / or Client or any other third party that is in relation to the use of, whether direct, indirect, consequential or otherwise, of such information, data, analysis, reports, etc. provided by IPRISM.
v.No information, market analysis, research report, etc. on the IPRISM/AUCTUUS Portal is to be construed as a representation with respect to shares, securities or other investments regarding the legality of an investment there in under the respective applicable investment or similar laws or regulations of any person or entity accessing the IPRISM/AUCTUUS Portal.
vi.IPRISM may place on its websites, advertisements, banners, contents, reports, trainings, literatures, links to products and services offered by third parties and to their websites. However, IPRISM does not validate or qualify or endorse such advertisements, products & services, claims, statements made by such third parties and is not responsible for any such content or information, claims, statements or for any decision taken thereof, for any reason whatsoever.
vii.IPRISM offers Products and Services through IPRISM/AUCTUUS Portal, which are linked to the back-end infrastructure of the IPRISM. The Partner acknowledges and agrees that the AUCTUUS Portal and the linked back end infrastructure may be inaccessible and/or unavailable at times. In such an event IPRISM will not be liable for any damage, liability, action, cause of action, suit, claim, demand, loss, cost, and expense arising directly or indirectly from or in connection with such service inaccessibility and/or unavailability.
9. Limitation of Liability:
i.The Partner agrees that in no event, IPRISM's directors, officers, employees, agents, sponsors, consultants, business partners or other representatives ('service providers') shall be responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive or any other damages (including without limitation loss of profits, loss or corruption of data, loss of goodwill, work stoppage, computer failure or malfunction, transaction failure, transaction delay, or interruption of business,) under any contract, negligence, strict liability or other theory arising out of or relating in any way with the use of the IPRISM/AUCTUUS Portal, Website or Products and Services or in reliance of the information available on IPRISM/AUCTUUS Portal Websites, Website related services, or any other products or services offered or sold or displayed on the IPRISM Websites. IPRISM cannot be held liable for any delays, rejections, mistakes, loss of document, etc. caused for any reason whatsoever, in respect of any application for any transaction submitted by the Partner of their clients, either physically or online.
ii.Notwithstanding the foregoing, the maximum liability of IPRISM and its service providers to the Partner under this Agreement shall not exceed the aggregate subscription fees paid by Partner in the 12 months period prior to the event giving rise to the dispute, for the Products or Services that it has ordered or availed of through the IPRISM and /or AUCTUUS Portals, Websites.
i.Partner agrees that the title to and ownership of all copies of the IPRISM/AUCTUUS Portal, Products, Services, websites various portals viz. Partner Portal, Client Portal etc. whether in machine-readable (source, object code or other format) or printed form, and all related technical know-how and all rights therein (including without limitation all Intellectual Property applicable thereto), belong to IPRISM and shall remain the exclusive property thereof. IPRISM right also extends to any modifications, customizations, enhancements, alterations made to IPRISM/AUCTUUS Portal. All rights not expressly granted to Partner are reserved by IPRISM.
ii.Partner grants to IPRISM a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into IPRISM/AUCTUUS Portal any suggestions or enhancement requests to IPRISM/AUCTUUS Portal.
iii.The Partner / shall have no right to use the Intellectual Property in any manner whatsoever except to the extent expressly permitted by IPRISM.
i.The Parties / agrees to treat as confidential and privileged all information in the nature of intellectual property, supplied or received by it and shall not divulge or disclose the same to a third party
a)Such obligation shall not apply to information that: (a) is or becomes publicly known other than through any act or omission of the receiving Party; (b) was in the receiving Party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on its disclosure; (d) is independently developed by the receiving Party; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
ii.The Partner agrees that it will use all confidential information received by it from Clients and IPRISM only in connection with the purpose of fulfilling its obligations as per the subscription service agreements and for no other purpose whatsoever. The Partner agrees not to make copies of any such confidential information or any part thereof except for the performance of the obligations under this Agreement.
iii.The Partner shall keep the access to AUCTUUS Portal, Partners Portal, Client Portal, IPRISM websites, tools & contents thereof, documents, user manuals, reports, etc. only for authorized individuals such that unauthorized persons, do not have visual view and/or physical access to the same.
iv.The Partner is responsible for maintaining and protecting the confidentiality of their log in-id and password issued by IPRISM and for restricting access to their computer and to Partner Portals. The Partner agrees to accept responsibility for all activities that occur under their log in-ids and passwords. IPRISM shall not be held liable for any actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, charges in respect thereof or otherwise on account of the use of such Partner Portal, or other such online facilities by person/s other than those authorized/nominated by the Partner.
v.The Partner agrees and undertakes to:
a.Provide true, accurate, current and complete information about itself;
b.Maintain and promptly update the above information to keep it true, accurate, current and complete.
vi.If the Partner provides any information that is untrue, inaccurate, not current or incomplete or IPRISM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with requirements of this Agreement, IPRISM has the right to cease, indefinitely suspend or terminate the AUCTUUS service and refuse to provide access to AUCTUUS Portals.
12. Term, Suspension & Termination:
i.This Agreement shall, unless otherwise terminated as provided in this Section 12, commence on the Effective Date and shall continue for a period of twelve (12) months (Initial term) and thereafter the Agreement shall be automatically renewed for a successive term of twelve (12) months each (Renewed Term), unless:
a.either Party notifies the other Party of termination, in writing, at least thirty (30) days before the end of the Initial Term or any Renewed Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewed Term; or
b.otherwise terminated in accordance with the provisions of this Agreement.
ii.Initial Term together with any Renewed Term(s) shall constitute the Subscription Term.
iii.IPRISM may suspend or withdraw its IPRISM/AUCTUUS Portal, Products, Services and / or other online facilities at any time and the Partner acknowledges that they are subject to interruption for reasons beyond IPRISM's control without giving any prior notice to the Partner.
iv.In case, the status of the Partner is suspended, for any reason whatsoever, IPRISM may discontinue some or part of the services being offered to the Partner, at the sole discretion of IPRISM for any such period as deemed fit.
v.IPRISM reserves the right to terminate the status as Partner under the Agreement at any point of time without giving any notice to the Partner.
vi.IPRISM reserves the right to suspend and/or terminate the appointment of Partner forthwith, upon the happening of any one of the following events:
a.Expiry of the subscription to any of the services and failure of the Partner to renew the same within a period of 30 days.
b.Partner commits a breach of any of its obligations here-in-under and does not remedy such breach within 30 (thirty) days after written notice has been given to it by the other requiring such remedy; or
c.Partner becomes insolvent or enters into liquidation or receivership or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or suffers any judgment to be executed in relation to any of its property or assets, if any of these would adversely affect the performance of the obligations under this Agreement.
vii.IPRISM is not liable for any consequence arising from such suspension or termination of Partner. IPRISM cannot be held liable for any refund of fees, actions, claims, damages, losses, suits, proceedings, demands or expenses, costs, and/or investments made in infrastructure, systems, employees, etc. or charges in respect thereof or otherwise on account of such suspension or termination.
viii.The Partner must strictly follow the PMLA, SEBI guidelines and all other applicable laws and regulations for financial intermediaries and the PMLA, SEBI and AMFI Code of Conduct at all times. The Partner shall also ensure its functioning in accordance with the aforesaid guidelines/laws/regulations. Non compliance and violation of the same can result in suspension/termination of the Partner. The Partner alone is responsible for such action and the consequences thereof and has to make good any loss, damage, claim, expenses incurred, etc. by IPRISM and its officers, group companies, as a result of / in response to any such action carried by any entity.
ix.On termination of this Agreement for any reason: (a) all license granted under this Agreement immediately cease all use of IPRISM/AUCTUUS Portal; (b) in no event will termination reliever Partner from its obligations to pay any fees payable to IPRISM for the period prior to the effective date of termination; (c) Partner 's obligations detailed under this Agreement shall continue to survive, post termination or expiration of the Agreement.
a)Licensee shall indemnify, hold harmless and defend Licensor against any costs, damages, claims, expenses (including attorney ' s fees and courts costs) arising out of or in connection with any claim relating to i) use of the Software other than as permitted under this Agreement, or ii) negligence or misconduct by Licensee; provided that, Licensor promptly notifies Licensee in writing no later than sixty (60) days after Licensor ' s receipt of notice of any potential claim.
i.Any claim, controversy, difference or dispute between the Partner and IPRISM shall be attempted to be resolved through mutual negotiations within a reasonable period from the date of such dispute being subject to negotiations upon mutual agreement.
ii.If the dispute is not resolved by negotiation within the reasonable period, such dispute will be referred to and finally resolved by arbitration at Mumbai in accordance with the Indian Arbitration and Conciliation Act, 1996, for the time being in force, which rules are deemed to be incorporated by reference into this clause. A sole arbitrator appointed by the IPRISM shall conduct the arbitration.
iii.The language of the arbitration shall be English. The Parties here to undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
iv.Notwithstanding the above, IPRISM or the Partner shall be entitled to approach the court of appropriate jurisdiction for the grant of any interim or equitable relief.
All transactions done by the customers through the IPRISM/AUCTUUS Portals shall be governed by and construed in accordance with the laws of India, without regard to the laws regarding conflicts of law. Subject to arbitration, any litigation regarding this Agreement or any Transaction or any action at law or in equity arising out of or relating to this Agreement shall be filed only in the competent Courts of Mumbai alone and the Partner hereby agrees, consents and submits to the jurisdiction of such courts for the purpose of litigating any such action.
i.The Partner is not entitled to subcontract or transfer any of its rights and obligations under this Agreement without prior written consent of IPRISM. IPRISM may assign all or part of its obligations under this Agreement.
ii.For any further clarifications and details that the Partner may require the Partner is required to contact the person handling the relationship of such a Partner.
iii.If any provision of this Agreement is held to be invalid, illegal, or unenforceable then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, all other provisions will nevertheless continue in full force and effect.
iv.The relationship between IPRISM and the Partner shall be that of independent contractors. No party shall be an agent of the other, and no employees or agents of any party shall be considered the employees or agents of the other party. Each party shall be responsible for its employees' and agents' compliance with all applicable laws.
v.The Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
IPRISM shall have the right to audit Partner during business hours and upon reasonable prior notice in order to verify that the Software is being used in compliance with this Agreement.
In the event an act of government, war, fire, flood, act of God, power shortages or blackouts, breakdown of telephone lines and services, failure of the Internet, or other causes beyond the reasonable control of a Party prevents the Party from performing in accordance with the terms of this Agreement, such non performance, except an obligation to pay fees or monies, shall be excused and shall not be considered a breach or default for so long as such conditions prevail, provided the affected Party provides the other Party with written notice of the force majeure event within forty eight (48) hours of its occurrence.
IN WITNESS WHEREOF, the Partner hereto, acting through their duly authorised representatives, as named herein below, has executed this Agreement on the day of accepting this Agreement.
|One-time Registration Fee||5,000/-|
|Annual Subscription Plans|
|Less than 250 Clients||10,000/-|
|250 – 500 Clients||20,000/-|
|501 – 1,000 Clients||40,000/-|
|More than 1,000 Client||60,000/-|
i. This Tariff Plan shall be in force from 01 Jul 2018 ('Effective Date') and shall be applicable for all new AUCTUUS Partner enrollments from such date.IPRISM at its sole discretion to revise the Tariff Plan at the time of subscription renewal or from time to time.
ii.Payment of Fees should be done online or by "Cheque/Demand Draft" in favor of "IPRISM InfoTech Pvt. Ltd." payable at Mumbai only.
iii.The applicable fees are to be paid in up front during Enrollment.
iv.Payments in Cash shall NOT be accepted.
v.Subject to Mumbai Jurisdiction.
|1||Dashboards – Business Snap Shot|
|2||MF Portfolio Accounting|
|3||MF Transaction Platform Integration|
|4||Link to website & social media accounts|
|5||E-locker (Document Management)|
|8||Campaign & Lead Management|
|10||Multi-Products Investment and Portfolio Accounting|
|11||Risk Profiling & Model Portfolio|
|13||Value – Added Services|
|1||Customer Portfolio View|
|2||Financial Calculators & Planning|
|3||Goal Based Planning|
|WhatsApp for Business||+91 9552226293|