TERMS AND CONDITIONS 

• INTRODUCTION 

1. Parties ● Research Analyst (hereinafter “RA,” “We,” “Our,” or “Us”) 

○ Registered with the Securities and Exchange Board of India (“SEBI”) under Registration No. INH000016126 and Name PHD CAPITAL PRIVATE LIMITED 

• Client or User (“You,” “Your,” or “Client”) 

○ The individual or entity subscribing to or availing research services. 

○ Must meet the eligibility requirements set forth herein and under Indian law. 

• PURPOSE 

1. 1. These Terms & Conditions (“T&C”) govern the Client’s, from time to time, use or subscription of Our research services (“Services”), including any Digital Platforms, or technology solutions that We or our service provider(s) provide. 
   2. Compliance with SEBI Circular 

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

• DEFINITIONS 

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

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

• SCOPE OF SERVICES 

1. Research-Only / No Execution 

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

1. Model Portfolios 

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

1. Use of Artificial Intelligence (AI) 

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

1. No Guarantee of Returns 

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

• ELIGIBILITY  

1. 1. Legal Capacity 

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

1. KYC Compliance 

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

• REGISTRATION & ACCOUNTS 

1. 1. Registration Process 

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

1. Security of Credentials 

• You agree and acknowledge that You shall keep Your login information (including but not limited to username, password) confidential. You shall be liable for any unauthorized use of your account resulting from negligence or sharing of Your credentials. 
• You shall notify Us immediately if You suspect any breach of Your account security. 

1. Use of Services 

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

• FEES & PAYMENT  

1. 1. Maximum Fee for Individual/HUF Clients 

The fee charged by RA to the client will be subject to the maximum of amount prescribed by SEBI/ Research          Analyst Administration and Supervisory Body (RAASB) from time to time (applicable only for Individual and HUF Clients). 

• As Per Regulation 15A of the RA Regulations and the Circular, We may charge fees up to INR 

1,51,000 (Rupees One Lakh Fifty-One Thousand) per annum per “family of client” (for individual and HUF clients). 

• You here by agree that this amount excludes any statutory taxes and charges. 
• We may revise fees in line with the Cost Inflation Index or as specified by SEBI and/or Research Analyst Administration and Supervisory Body (“RAASB”) every three years. 

1. Fees for Non-Individual or Accredited Investors 

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

1. Billing & Mode of Payment 

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

1. Refund Policy 

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

1. Renewal Price 

The fee mentioned under Annexure A of this T&C (along with the details of Your chosen plan details and RA details) is the maximum price for renewal. The RA may reduce the renewal fee at its sole discretion without prior notice to the Client. 

• MANDATORY TERMS & CONDITIONS (AS PER CIRCULAR ANNEXURE-B) 

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

1. Availing the Services 

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

1. Obligations on RA 

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

1. Client Information & KYC 

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

1. Standard Terms of Service 

• By giving consent (online/offline) to these T&C, You hereby read and understood the terms and conditions applicable to RA as defined under regulation 2(1)(u) of SBI (Research Analyst) Regulations, 2014, including the fee structure. 
• You hereby agree and acknowledge that You are subscribing to the Services for Your own benefits and consumption, and any reliance placed on the research report provided by Us shall be as per Your own judgement and assessment of the conclusions contained in the research report. 
• You further agree and acknowledge that: (a) Any investment made based on the recommendations in the research report are subject to market risk; (b) Recommendations in the research report do not provide any assurance of returns; and (c) There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report. 
• We agree and acknowledge that: (a) We are duly registered with SEBI as an RA pursuant to the 

SEBI (Research Analysts) Regulations, 2014 and Our registration details are: (INH000016126); 

BSE Enlistment No. 6152 (b) We have the registration and qualifications required to render the Services contemplated under the RA Regulations, and the same are valid and subsisting; (c) Our Services do not conflict with or violate any provision of law, rule or regulation, contract, or other instrument to which it is a party or to which any of its property is or may be subject and (d) We are not engaged in any additional professional or business activities, on a whole-time basis or in an executive capacity, which interfere with/influence or have the potential to interfere with/influence the independence of research report and/or recommendations contained therein. 

1. Consideration & Mode of Payment

• Fees  may be paid by the client through any of the specified modes like cheque, online bank transfer,UPI, etc. Cash payment is not allowed. Optionally the client can make payments through Centralized Fee Collection Mechanism (CeFCoM) managed by BSE Limited (i.e. currently recognized RAASB). 
• You shall pay the agreed fees plus any statutory charges via permissible methods. 
• We shall not render any research services until Your consent is received and initial fees are paid (as applicable). 

1. Risk Factors 
   • You hereby acknowledge that investing in securities is subject to market risk, including but not limited to volatility and potential loss of principal and any past performance is no indicator of future performance and no returns are guaranteed. 
2. Conflict of Interest 
   • We shall disclose any conflicts of interest as mandated by SEBI and take steps to mitigate or avoid them. 
   • Full disclosures, if required, will be provided in each research report or at the time of giving a recommendation. 
3. Termination of Service & Refund of Fees 
   • If Our registration is suspended or canceled by SEBI, We shall refund any residual amount for the unexpired subscription period. 
   • We may also suspend/terminate services in an event You breach these T&C or as otherwise allowed by law. 
4. Additional Clauses 
   • Any additional voluntary clauses in this T&C shall not conflict with SEBI regulations/circulars. 
   • Any changes to such voluntary clauses shall be preceded by 15 days’ notice. 
5. Mandatory Notice 
   • Clients shall refer to the Do’s and Don’ts while dealing with the Services as specified in SEBI Master Circular No. SEBI/HO/MIRSD-POD-1/P/CIR/2024/49 dated May 21, 2024, or as may be specified by SEBI from time to time.. 
6. Optional Centralised Fee Collection Mechanism (CeFCoM) 
   • If and when available, We will inform you of the optional Centralised Fee Collection Mechanism for IA and RA (“CeFCoM”) to facilitate fee payment.

8.12 The RA shall never ask for the client’s login credentials and OTPs for the client’s Trading Account Demat account   and bank account. Never share such information with anyone including RA.

8.13       The RA is required to abide by the applicable regulations/ circulars/ directions specified by SEBI and RAASB from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest. The RA will endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.

• REPRESENTATIONS & WARRANTIES 

1. 1. RA’s Declarations 

• The RA declares that it is duly registered under the SEBI (Research Analysts) Regulations, 2014. 
• The RA, including its Principal Officer (if applicable), meets or exceeds the qualification and certification requirements mandated by SEBI or National Institute of Securities Markets 

(“NISM”). 

• The RA’s services do not conflict with or violate any law or regulation to which it is subject. 

1. Client’s Declarations 

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

•  Grievance Redressal :

Step 1: the client should first contact the RA using the details on its website or following contact details: