The Partner is requested to read the contents of these Terms and Conditions carefully before agreeing for empanelment with Saffollya. The Partner acknowledges that he/she has read and understood these Terms and Conditions before clicking the “I Accept” button. By clicking the “I Accept” button, the Partner unconditionally agrees and assents to be legally bound by the Terms and Conditions for empanelment. The Partner undertakes that he/she is eligible and competent to enter into such a binding contract with SAFFOLLYA as per applicable Laws and has knowledge of the internet. The Partner agrees that he/she is according his/her free consent, without any coercion for the empanelment with SAFFOLLYA.
- “Saffollya” shall mean Saffollya Investment Advisory LLP, a company, registered under the companies Act, 1956 vide, and having it registered office at 95/4 Goalghar New cord Road, Kankinara, North 24 parganas – 743127, WB. and is engaged in the business of distribution of various financial and non-financial products including but not limited to Mutual Funds, FDs, Bonds, ; and offers a holistic platform to support the Partners in the distribution of various investment products
- “Partner” shall mean and include any individual who has agreed to avail the services offered by Saffollya and eligible to be duly appointed by Saffollya as a Partner of Saffollya for such service/(s).
- AMFI shall mean The Association of Mutual Funds in India, a non-profit organization incorporated on August 22, 1995 and it is an association of SEBI registered mutual funds in India of all the registered Asset Management Companies
- “Client”(s) or “Customer” shall mean and include individuals/entities making transactions or showing interest in making transactions through the Partner in various products and services offered by Saffollya.
- “Client Desk / Portal / login” shall mean the areas in the Portal to which the Client gets access by virtue of a unique log-in id and
- “IA Regulations” shall mean SEBI (Investment Advisors) Regulations 2013 as amended from time to time.
- “Partner Desk / Portal / login” shall mean the areas in the Portal to which the Partner gets access by virtue of a unique log-in id and
- “Portal” shall mean all the websites /links /pages offered by Saffollya through which access is provided to web pages, online desks, user accounts, utilities, forms, surveys, reports, financial tools, articles, documents, media contents, news, Product, Service, market information, third party links, in any mode, format or manner, and through any technology or platform, including mobile platforms / operating systems and mobile applications. Portal includes all online user desks, mobile applications and mobile desks, including versions thereof but not limited to, Partner Desk, Client Desk and other related hierarchy desk.
- “Product(s)” shall mean any financial or non-financial products available with Saffollya from time to time and offered specifically to the Partners for distributing such products to their Clients in any mode or
- “SRO” shall mean a self-regulatory organization recognized by Securities and Exchange Board of India for the distribution of units of mutual
- “Service(s)” shall mean support and related services to promote sale by saffollya itself & by the sub-distribution business of the Partners as specifically offered by Saffollya from time to time.
- Transaction(s)” shall mean all transactions made by Clients, including but not limited to, any purchase, redemption, sale, switch or transfer, in any of the Products and Services in any manner or mode, either directly or indirectly at any point of time.
2. Online Empanelment Facility
This facility is offered to enable Online Empanelment of persons as a Partner of Saffollya for distributing various products to their clients/customers.
Saffollya may, in its absolute discretion and in the Partners’ interest, request a written confirmation signed by the Partner pertaining to any information of the Partner, and any additional documents, that Saffollya may require for completing empanelment of the Partner. However, Saffollya shall have no obligation to check or verify the authenticity or accuracy of the information confirmed by the Partner online or additional documents purporting to have been sent by the Partner and may act thereon as if the same had been duly given.
3. Eligibility and Appointment
- Any person seeking empanelment as a Partner and intending to distribute mutual funds or any other Products shall be qualified and eligible, as per the applicable laws, regulations and rules, to carry out the business of distribution of such Products and receipt of Services offered by Further Partner/Authorised representative of Partner shall possess all valid certifications as required by applicable laws and guidelines issued by any industry regulator, SRO or any other authority from time to time.
- Any person intending to distribute units of mutual funds registered in India shall be a “Mutual Fund (MF) Distributor” as defined under existing laws as amended from time to Any Partner acting as an ‘Investment Adviser / Wealth Coaches’ shall not be eligible to distribute units of mutual funds registered in India under this Agreement unless such Partner is conducting the mutual fund distribution business as a separate entity or separately identifiable department or division (SIDD) in conformity with the IA Regulations.
- Upon completion of Empanelment, Saffollya shall provide an Appointment Letter mentioning the Partner’s Code and other Terms and Conditions on registered email id of the
- Saffollya grants the Partner a non-transferable, revocable and non-exclusive license to use the Portal and other online facilities for bona-fide purpose of this agreement only.
- The Partner (individual) should avail nomination facility and nominate any person to whom in case of death the amount payable in respect of the commission pertaining to the units canvassed by the Partner shall vest and to whom such amount shall then be payable subject to compliance with any rules, regulations, guidelines laid down by AMFI or SEBI or any other competent authority.
4. Partner Information
- The Partner authorises Saffollya to use the personal information including contacts, address, email id, mobile etc. of the Partner available in the records of KRA and AMFI for updating records of Saffollya for empanelment of the Partner.
- The Partner authorizes Saffollya to use Bank Account details submitted by the Partner online for credit of brokerage and other benefits due to Partner pursuant to the business procured.
- The Partner warrants that its information captured by Saffollya and all other documents submitted by him are true and The Partner warrants that the Saffollya is not required to verify the Partner information (including Bank Account details) captured/ submitted with documentary evidence. The Partner acknowledges that the responsibility for the accuracy and veracity of personal information solely rests with the Partner and Saffollya will not be responsible or liable for
any loss, claims, liability that may arise on account of any incorrect and/or erroneous data/information of the Partner.
- Partner agrees that if it notices any error in its information, the Partner shall advise Saffollya of the same as soon as While Saffollya will take all reasonable steps to ensure the accuracy of the statement, Saffollya is not liable for any error.
5. Rights and Obligations of Partner
- The Partner has a right to use and/or access SAFFOLLYA Portal as provided by SAFFOLLYA and updated/ revised from time to time as per the terms and conditions set in this
- Partner has a right to create Group (Family accounts) of various related However, Saffollya not be responsible for any issues or dispute arising out of such grouping by the Partner.
- The Partner and his clients shall be solely responsible for the protection and privacy of the user id and password of the Partner Desk, Client Desk, the Portal and any such online facilities offered by SAFFOLLYA cannot 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 unauthorized use of Partners Desk or other such online facilities by person(s) other than those authorized/ nominated by the Partner.
- The partner shall maintain all the information of their clients as required under Know Your Customer (KYC) and other applicable The Partner shall be solely responsible for adhering to the implementation of KYC (Know Your Customer) and AML (Anti Money Laundering) norms, processes, compliances under the PMLA regulations &guidelines given by the regulatory authorities, AMCs, SRO and Saffollya from time to time. Saffollya shall not be held liable of any non-compliance thereof.
- Saffollya reserves the right to conduct Audit of the Partner’s Business and inspect relevant documents in connection with this
- Partner recognizes and acknowledges the exclusive rights, title and proprietary interest of Saffollya to ownership of Saffollya’s various trademarks, service marks, logos and/or any other intellectual property assets and shall not claim any rights, title or interest in the same or any part of Partner agrees not to use Saffollya’s name, trademarks, service marks, logos or any other intellectual property assets in any manner whatsoever on its website or elsewhere, except to such limited extent as may be specifically agreed to and in the manner so authorized by Saffollya in writing.
- Entry and usage of premises and office infrastructure of Saffollya by the Partner shall be subject to the rules and guidelines as laid down by
- The Partner shall have no right to inspect and/or have any access to the books, records, documents, systems, infrastructure etc. of
6. Rights and Obligations of Partner
- SAFFOLLYA reserves rights to reject the application for empanelment as a Partner with SAFFOLLYA at its sole discretion without giving any reason/ notice for the
- SAFFOLLYA reserves the right and discretion to change, amend or modify the terms and conditions under this agreement or any of the products offered by Saffollya without prior
- Saffollya reserves the sole ownership and rights over the Portals and the usage of such portals are subject to Terms and Conditions as laid down on the respective
- SAFFOLLYA reserves the right to allocate, change, shift, and transfer the relationship of the Partner to any of its employee to service the Partner for the development of his business on a day-to-day
7. Commission / Brokerage
- The Commission and the periodicity of its payments will be decided by Saffollya at its Further, Saffollya has the right to revise the same from time to time as it thinks fit. The partner shall be eligible to receive commission based on the amounts mobilized by such Partner under his code subject to such other terms and conditions as may be applicable.
- Saffollya reserves the right to withhold the commission or any other amount payable to the Partner, pending submission of the declarations/documents/forms or any other information as required by the
- Saffollya may change the commission structure at any time in future on some or all past, existing and/or future transactions and those changes may be applied
- The Partner shall not have any right or claim against the Saffollya, for any loss incurred by it due to any revision made by Saffollya in commission or any change of terms and conditions of
- In case the Partner receives any commission or any other amount which is not due or payable to the Partner, Saffollya shall be entitled to recover the same or adjust all such amounts as are paid wrongly or by
- Saffollya reserves the right to set-off and/or deduct any due amounts by Partner from the accrued commissions or brokerages, amounts payable to the Partner at the discretion of Saffollya.
- The commission / brokerage payable by Saffollya will be as per the structure as may be notified by Saffollya from time to time and will be inclusive of all taxes, cesses, charges and levies.
- The commission shall only be paid subject to the Partner’s fulfillment of the necessary statutory, regulatory and/or legal obligations or guidelines as laid down by such bodies and any norms specifically formulated by SAFFOLLYA and as revised, from time to time.
- Upon the expiry/termination of the Partner’s appointment under the Agreement, the Partner shall be entitled to no other amounts or commission from SAFFOLLYA as per the terms of this Agreement
8. Partner Covenants
- It is competent to enter into a legally binding contract and the acceptance of this terms and conditions under applicable laws and that it is not incompetent to contract within the meaning of the Indian Contract Act, 1872 as amended from time to time.
- Acceptance of Terms and Conditions constitutes a legal, valid and binding obligation enforceable in accordance with its
- 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 this
- It shall abide by the Association of Mutual Funds of India (“AMFI”) guidelines, Prevention of Money Laundering Act, 2002, SEBI Act, 1992 and all other applicable guidelines, laws, rules and regulations and notifications.
- 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
- It does not fall within the definition of “Investment Adviser” as per the IA
- It shall comply with the IA Regulations at all times and shall immediately communicate to Saffollya upon any applicability of any prohibitory or restricting provisions under the IA regulations during the subsistence of this Agreement.
- It falls within the provisions of Regulation 4 of the IA Regulations and is thus not required to be registered as an Investment Adviser.
9. Saffollya Covenants
- SAFFOLLYA shall maintain appropriate infrastructure to provide the Products and Services through its premises as well as through its
- SAFFOLLYA Portals shall adequate firewalls and other means of access control, which in the opinion of SAFFOLLYA are adequate and capable of protecting the network against unauthorized
- Saffollya represents that all tools, reports, calculators, on Portal are for the purpose of providing incidental support services to the primary financial Product distribution business of the Partner.
- Confidential Information shall mean all information disclosed to the Parties under this Agreement including but not limited to the details of the The Party receiving the information shall be the “Recipient Party” and the party disclosing the information shall be the “Disclosing Party”. However, the Parties agree that following shall not be considered Confidential Information: i) Becomes generally available to the public other than as a result of disclosure by the disclosing party, employees or representatives; or Information which was previously known to the recipient Party prior to receipt from the disclosing Party; or ii) Information that is developed independently by the recipient Party or any of its employees, agents or representatives who had no access to the Confidential Information provided by the disclosing Party; or iii) Information which is disclosed to regulatory authority; or. iv)Information which is disclosed pursuant to the requirement or request of a government agency or court of competent jurisdiction.
- Each Party further acknowledges and agrees: To protect Confidential Information, the standard of care required by the Party in protecting the confidentiality of Confidential Information shall be the same standard of care that the disclosing Party uses in protecting its own Confidential Parties here to shall disclose Confidential Information or permit disclosure of Confidential Information to its employees or agents or Service Provider only on NEED TO KNOW basis.
- Saffollya and the Partner mutually agree as follows: That they shall keep the Personal Information and/or Sensitive Personal information that are collected from the investors and/or unit holders as strictly confidential and would make use of the same only for the purpose for which it has been authorised to collect the
- The covenants of confidentiality set forth herein shall survive and continue and be maintained from the date hereof even after the termination of this Agreement.
- The Partner is responsible for maintaining and protecting the confidentiality of their login-id and password issued by The Partner agrees to accept responsibility for all activities that occur under their login-ids and passwords. SAFFOLLYA 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 Desk, or other such online facilities by person/s other than those authorized/nominated by the Partner.
11. Suspension and Termination
- The appointment of the Partner shall continue to remain in full force and effect unless terminated by Saffollya or the Partner, in accordance with the provisions contained
- Both the parties are free to terminate this arrangement by serving one month advance notice to the other party without assigning any reason. Saffollya shall be entitled to terminate the engagement of the Partner forthwith, if:
- the Partner is found to be a minor or adjudicated as an insolvent or found to be of unsound mind by a court of competent jurisdiction;
- It is found that the Partner has knowingly participated in or connived in any fraud, dishonesty or misrepresentation against Saffollya or any client.
- Any statement made by the Partner in the Partner Empanelment Form is found to be false or misleading or intended to mislead.
- The partner conducts or acts in any manner, which is deemed prejudicial to the interest of Saffollya, its service providers, other Partners or associates.
- The Partner does not comply with all applicable legislations, statutes, ordinances, regulations, administrative rulings or requirements.
- The Partner remains inactive in business with Saffollya for a considerable period of time, as decided by Saffollya from time to time. Saffollya also reserves the right to suspend brokerage under such cases.
- The partner resorts to threat or abusive language or mental harassment in its conduct with employees or officials of Saffollya
- Partner is collecting cash from the client and issuing cheques or demand drafts from his account or any other third party account or utilising such amounts for non-bonafide purposes.
- In case of termination of this arrangement, all other services shall also be terminated, irrespective of any tenure or subscription period remaining, if Partner shall not be entitled for any refund of any amount or compensation on account of termination here-in-under.
- Saffollya is not liable for any consequence arising from such suspension or termination of Saffollya 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.
- Upon the death of the individual Partner, the Partner status shall be deemed to be terminated
w.e.f. the date of death. The nominated person or the legal heir would be entitled to receive the payment of all the pending dues of the deceased Partner subject to compliance with any rules, regulations, guidelines etc. laid down by AMFI or SEBI or any other competent authority.
- The Partner hereby declares and covenants to defend, indemnify and hold Saffollya its directors, affiliates, promoters, employees, successors in interest and permitted assigns harmless from and against all claims, liabilities, costs, charges, damages or assertions of liability of any kind or nature resulting from:
- Any failure to comply with all applicable legislation, statutes, ordinances, regulations,
- Circulars administrative rulings or requirements of law;
- The misfeasance, malfeasance, negligence, defaults, misconduct or fraudulent acts of & by the Partner or its representatives, employees, directors, agents, representatives; and
- Any and all actions, suits including suits related to succession and testamentary, proceedings, assessments, settlement, arbitration judgments, cost and expenses, including attorneys’ fees, resulting from any of the matters set forth herein above.
- Fraudulent, improper, incorrect, wrongful or negligent performance, work, service, act or omission by the Partner including any of its employees, and representatives;
- Willful misconduct of the Partner or any of its employees, and representatives.
- All actions, causes, suits, proceedings, accounts, claims and demands, including claims and demands in respect of any prospective or retrospective liability, or any loss, financial or otherwise, whatsoever or arising on account of the Saffollya, Partners, candidates or its executors, administrators, successors taking any action, error, mistake, loss of document or information, misrepresentation, missing applications or other documents or on account of applications or documents being incomplete in any way, etc whatsoever and/or resulting in the same, undertaking any, and against all damages, costs, charges, expenses, sums of money incurred in respect thereof or otherwise in relation to the aforesaid reasons.
- Saffollya shall not be liable for any delay and/or rejection in respect of any Transaction or the subsequent receipt of such Transaction or account statement or delivery to a wrong person of any information, including but not limited to log-in information, account statements, Transaction confirmations, electronically or otherwise, which have been made through Saffollya or Saffollya Portal, for any reason Further Saffollya cannot be held responsible or liable for any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses, whether direct, indirect, incidental or consequential from such delays, non-executions, rejections, non-communication and/or mis-communication of information, non-payment of proceeds in regards to any Transaction or request for any Product and Service or otherwise made through Saffollya or its Portal for any reason whatsoever.
- Saffollya shall not be liable for any delay or non-payment of any proceeds on redemption or dividend payouts by the AMCs to the Clients of the Partners for any reason whatsoever.
- If the foregoing limitation is held to be unenforceable, the maximum liability of Saffollya and its service providers to the Partner shall not exceed the amount of fees actually paid (if any) by the Partner for the Products or Services which have been ordered or availed through Saffollya or its
- The agreement shall be interpreted under the laws of
- Any claims, disputes or differences arising under or in connection with this agreement or anything done or omitted to be done pursuant hereto shall be subject to the exclusive jurisdiction of the civil courts in
- The Parties may choose to settle any controversy or claim arising out of or relating to the breach thereof by arbitration to be held in Calcutta in accordance with the law of jurisdiction and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
- Saffollya and Partner will be collectively referred to as “Parties” and severally as “Party”.
- In this agreement, wherever the context so requires, reference to the neuter gender includes reference to the feminine and masculine genders and vice
- Clause headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation or construction of this agreement or of any clause.
- It is clarified that this agreement is on a principal to principal basis and does not and shall not constitute or deemed to constitute a partnership or joint venture or agency of any kind under the Indian Contract Act or any other law for the time being in force and does not create and shall not be deemed to create any employer-employee or principal-agent relationship between the parties
- The Partner is not entitled to subcontract or transfer any of its rights and obligations under this Agreement without prior consent of Saffollya may assign all or part of its obligations under this Agreement.
- If any provision of this agreement is held unenforceable, such provision will be modified to reflect the party’s All remaining provisions of this contract shall remain in full force.
- The Agreement constitutes the complete agreement between the parties and supersedes all prior agreements, written or oral, concerning the subject matter of this Agreement.
- Any information, material, product or service offered or purchased through Saffollya and/ or its Portal may contain typographical errors or Any dated information is published as of its date only with due care, and Saffollya does not undertake any obligation or responsibility to update or amend any such information. The information, products and services on the portal are provided on an “AS IS, WITH ALL FAULTS”, “WHERE IS” and “WHERE AVAILABLE” basis.
- Saffollya does not warrant the information or services provided on its Portal, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non‐infringement, merchantability or 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
- The service herein is provided without warranty of any kind, either express or implied, including without limitation, any warranty for information, data, services, uninterrupted access, or products provided through or in connection with the This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tort, negligence, or under any other cause of action. Neither Saffollya nor any of its employees, agents, successors, assigns, affiliates, group companies or content or service providers shall be liable to Partner or other third party for any direct, indirect, incidental, special or consequential damages arising out of use of service or inability to gain access to or use the service or out of any breach of any warranty.
- Saffollya (including its and their directors, employees, affiliates, agents, representatives or subcontractors) shall not be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, riots, armed conflicts, acts of war, or other like Saffollya shall have no responsibility to provide you access to the Portal during such interruption.
- Saffollya represents that it has taken due care and caution in providing information on Portal and such information or references may be taken from external reliable sources as deemed appropriate by However, Saffollya 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., in any mode or manner. Saffollya shall not be responsible for any errors or omissions or for the decisions and consequences thereof based on any information, data, analysis, reports, etc., made available by Saffollya, in any mode or manner, to Partner or any other entity.
- Any information, data, market analysis, research reports, made available by Saffollya, in any mode, manner or format, shall not be construed as a representation on the legality, feasibility, fitness or validity of any security, Product or Service under applicable laws.
- Saffollya may place on its Portal contents like advertisements, banners, reports, articles, audio
/video files, etc, including links to third party websites. However, Saffollya does not validate or qualify or endorse such contents and is not responsible foray such content or information, claims, statements and for any decision taken thereof, for any reason whatsoever.
16. Force Majeure
The Parties shall not be liable for any failure to perform any of its obligations under this agreement if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.
“Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes , riots, insurrection, war or acts of government.