General Terms and Conditions for Digital Referral Associate Program
NU Investors Technologies Private Limited
This Digital Referral Associate Agreement (“Agreement”) contains the terms and conditions that governs the services provided by the Digital Referral Associate under this Agreement. The terms “We”, “us” or “NU” shall mean NU Investors Technologies Private Limited which provides stock broking and mutual fund execution services (“Services“) through NU Platform. NU is a SEBI registered stock broker (Reg no. INZ000304837) and a Depository Participant (Reg No. IN-DP-712-2022) . “You” or “Entity” or “Digital Referral Associate” means an Individual or Entity as the case may be.
This document is an electronic record of offer and acceptance in terms of the Information Technology Act, 2000 (“IT Act”), the rules made thereunder as applicable, and the provisions pertaining to electronic records in various statutes as amended by the IT Act. This electronic record is generated by a computer system and does not require any physical or electronic signatures.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THE SAME.
– BY CHECKING THE BOX YOU ARE INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR REVISED AGREEMENT ON NU PLATFORM. YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICES PROVIDED BY NU AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY WHICH INTENDS TO ACT AS A DIGITAL REFERRAL ASSOCIATE FOR NU AND HEREBY FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO PROVIDE THE SERVICES AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY (IN CASE AUTHORISED SIGNATORY SIGNING UP ON BEHALF OF THE COMPANY) TO THIS AGREEMENT.
NU and You/ Entity/ Digital Referral Associate are individually referred as “Party” and collectively as “Parties”.
1. Digital Referral Associate agrees to always hold necessary certifications as may be required by the regulators from time to time to provide referral services to NU. Digital Referral Associate agrees to abide by the regulations/ rules/ guidelines/ circulars, if any issued by Securities and Exchange Board of India (“SEBI”) , National Stock Exchange of India Limited (“NSE”), BSE Limited (“BSE”) and all the applicable regulatory/statutory requirements pertaining to arrangement under this Agreement, as may be notified from time to time.
2. Digital Referral Associate agrees to give the required declaration in the form of self-certification to NU in the format as required by NU from time to time.
3. As mandated by the regulators, the Digital Referral Associate and the referred client shall ensure the followings:
a. The Digital Referral Associate shall not undertake any form of selling/advisory activities in secondary market w.r.t securities and should not manage the portfolio of any person who is being referred. Digital Referral Associate should strictly limit their role to “Referral” only.
b. Digital Referral Associate shall neither subject the referred client to any kind of trade inducement nor shall place an order with NU on Lemonn platform on behalf of the referred clients.
c. All the details/information pertaining to the referred client shall be maintained confidentially and the same should not be disclosed to any person except as required under any law/regulatory requirements or with the express written permission of the referred client.
d. Digital Referral Associate acknowledges that in respect of clients referred by Digital Referral Associate, no information like the correspondences, contract notes, daily margin statement, statement of accounts, annual global transaction statements etc. will be sent to Digital Referral Associate from NU.
e. The Digital Referral Associate cannot conduct In-Person Verification (IPV) /Original Seen and Verified (OSV) process. However, Digital Referral Associate who are under an obligation to undertake IPV/OSV under their respective governing regulations, may continue to do so.
f. Digital Referral Associate shall not have any kind of financial transaction with the referred client(s) under this referral scheme and accordingly, Digital Referral Associate shall not accept money on behalf of NU and/or issue any receipt thereof.
4. The Digital Referral Associate agrees that the following activities are expressly prohibited and engaging in any of these will lead to initiation of legal and criminal action against you and also result in immediate termination of this Agreement, forfeiture of existing referral invitations and accrued, but not yet received, referral rewards:
a.Digital Referral Associate shall not itself or have any association, like, any transaction involving money or money’s worth, referral of a client, interaction of information technology systems or any other association of similar nature or character, directly or indirectly, with any other person who, directly or indirectly, provides advice or recommendation or makes any implicit or explicit claim of return or performance, in respect of or related to security or securities unless permitted by the SEBI to provide such advice/ recommendation/claim.
b. Spam, bulk distribution of invitations or any other promotion of NU’s Referral Rewards program through invitations that would constitute or appear to constitute unsolicited or unwarranted commercial e-mail, sms, publishing any article or content about NU products, services etc;
c. Fraud, attempted fraud or abuse of the NU’s Digital Referral Associate Program or these Terms & Conditions;
d.Selling, trading, bartering or providing anything of value to your invitee beyond the referral invitation or otherwise using this program invitations or rewards for promotional purposes;
e. Organizing competition, contests online etc;
f. Any act or omission resulting in damage to NU in any form whatsoever in nature.
5. Digital Referral Associate shall share the creatives/ contents only provided by NU on any digital or physical platform as instructed by NU and there shall be no Tampering of the creatives/contents should be done by the Digital Referral Associate.
6. Once the engagement is terminated, Digital Referral Associate shall be prohibited from using any of the creatives/ contents shared by NU.
7. Digital Referral Associate shall immediately remove the creatives/ contents from all the platforms upon instructions from NU.
8. Digital Referral Associate agrees that NU can do an audit of the activities being carried out under this Agreement by the Digital Referral Associate and Digital Referral Associate shall cooperate with NU and provide necessary information/document as required by NU.
9. Should the client approach Digital Referral Associate for any queries regarding the broking service or any other services provided by NU, Digital Referral Associate agrees to forward the same to NU without any delay and shall not try to resolve the same on its own.
10. Digital Referral Associate agrees to assist NU in complying with and abide by provisions of the Prevention of Money Laundering Act, 2002 and guidelines prescribed by SEBI and Financial Intelligence Unit – India (FIU – IND) as may be mutually agreed between the Parties and agrees not to make any statement, representation or claim nor give any warranties to any person or client in respect of the business of NU save as may be specifically authorised in writing by NU.
11. Digital Referral Associate agrees neither to use nor display the name, logo or mark of NU (or any logo or mark similar thereto) in any manner, unless in the specified agreed manner between NU and Digital Referral Associate.
12. Digital Referral Associate agrees to conduct itself with propriety and decorum all times and in the manner which is not prejudicial to the interest of NU.
13. Digital Referral Associate hereby agrees that its appointment shall be purely on principal to principal basis and cannot be construed as employment with NU. Digital Referral Associate agrees to abide by NU’s code of conduct in force from time to time and shall not conduct himself/herself/itself in any manner, which could conflict with the interest of NU.
14. Digital Referral Associate undertakes and declares that Digital Referral Associate is not an employee of NU or in any direct relation to any NU employee(s) and further undertakes to keep NU informed of any change in its status in relation to being directly connected or related to employees of NU during the period of this Agreement.
15. Digital Referral Associate agrees not to make any representations concerning schemes/ products of NU except those contained in the printed information issued by NU as information supplemental in such documents.
16. Digital Referral Associate undertakes to ensure that clients referred by Digital Referral Associate, are briefed and have understood NU’s registration requirements.
17. Digital Referral Associate has read and understood all the terms, conditions, clauses of NSE and BSE (collectively referred as “Exchanges”), with respect to the rules, regulations, byelaws of the Exchanges with respect to, “incentives/referral schemes” Advertisement guidelines, and confirm that Digital Referral Associate shall abide by the same as well as any changes made by SEBI or Exchanges in the said regulations from time to time.
18. Digital Referral Associate understands that, it is severally responsible and accountable for compliance with respect to the guidelines issued by SEBI and Exchanges on incentives/referral schemes and advertisement from time to time.
19. Digital Referral Associate is not forbidden to do any business under the rules, bye-laws and regulations of Exchanges as defined by SEBI.
20. Digital Referral Associate acknowledges that this Agreement does not constitute an exclusive agreement between Digital Referral Associate and NU and NU shall be at liberty to avail similar services from any other third party as it may deem fit.
21. Digital Referral Associate shall cooperate with NU for undertaking necessary due diligence and documents for providing services to NU.
22. Digital Referral Associate will be paid such fee for the services rendered by Digital Referral Associate under this Agreement as may be mutually agreed between NU and Digital Referral Associate via email.
23. Digital Referral Associate will be entitled to the referral fee when the referred client should have completed his/her account opening process & having their trading and demat account activated (should have received their welcome email along with the account opening form) upon being referred to NU via the unique adjust / referral / mobile measurement partner (MMP) link of the Digital Referral Associate.
24. In case a same account is referred by two Digital Referral Associates, then the one who has referred first shall be entitled to receive the referral fee.
25. If the refered client is already registered in the NU database as an existing client or potential client, then it will not be considered as a valid referral and the same will be devoid of the referral fee.
26. In cases where NU was in prior discussions with prospective client who may be introduced by any other third party and either prior to materialization or after materialization of the client relationship with NU if Digital Referral Associate also refer such client to NU, no referral fee shall be payable to Digital Referral Associate, provided that such overlapping reference would be intimated to Digital Referral Associate by NU within 30 (thirty) working days of such reference or introducing such clients to NU.
27. NU reserves the right to change the amount of referral fee without any prior notice.
28. NU reserves the right to disqualify any person/persons/institutions from the Digital Referral Associate program as it may deem fit.
29. Digital Referral Associate understands and agrees that Digital Referral Associate will not be eligible for any referral fee or referral incentive from NU, in event of such fee or incentives are been claimed post conduct of fraudulent activities on the part of Digital Referral Associate or clients referred by such Digital Referral Associate and NU’s decision in this regard shall be final and binding on the Digital Referral Associate. For the purpose of this clause, fraudulent activities shall mean and include the trades conducted by clients not meeting the minimum threshold as prescribed by NU from time to time, any set or similar pattern observed by NU in trading or fund paying activities by such referred clients, or any activity conducted by the Digital Referral Associate or Digital Referral Associate referred clients which is suspicious and conducted only for the purpose of claiming the referral fees or referral incentives;
30. Digital Referral Associate acknowledges that the discretionary right of the client to continue a relationship through NU at his/her/their discretion. Discontinuance of a contract, if any, between the Digital Referral Associate and NU will not have any effect to the contract entered into between NU and the Client.
31. Digital Referral Associate agrees to indemnify NU and its directors/agents/employees/officers for any damages/claims that may arise from me/us deviating from the Rules/Bye-Laws of the Exchanges, this policy and/or any terms and conditions laid down by NU from time to time, its representations and warranties or any negligent or wilful act, omission or misconduct or otherwise.
32. Digital Referral Associate hereby understands this policy, along with referrals towards NU may be changed from time to time by NU, at its sole discretion or by any regulator including terminating the reward program, effective immediately, as it may deem fit without any prior notice which would be read along with the laws, regulations, rules prescribed by SEBI and the Exchanges (i.e. NSE, BSE) which are applicable to stock brokers/trading members. Therefore, at all times, Digital Referral Associate shall abide by the change in such policies by NU.
33. Digital Referral Associate hereby understands that NU’s management reserves all rights to withhold referral fee to be payable to Digital Referral Associate in case of any breach of your obligations as mentioned under this Agreement.
34. Digital Referral Associate hereby declares that the information provided by him during onboarding, are true and correct, and if any information is found to be false and incorrect, NU will have the right to recover the entire amount received by You under this Agreement as Your referral fees.
35. Digital Referral Associate hereby understands that any disputes arising out of incentives/referral schemes or by publishing the creatives for promoting NU would not be addressed by the Exchange or SEBI; Any dispute/grievance under this scheme which cannot be covered under investor protection or grievance redressal measures of the Exchange should not be made public by Digital Referral Associate at any cost and Digital Referral Associate agrees to bring such disputes to NU by writing at [email protected].
36. Digital Referral Associate agrees to comply with the confidentiality obligations and shall not disclose information including any personal data of the prospective clients shared by NU (if any) to any third party without the consent of NU unless required by rule of law. Digital Referral Associate agrees to comply with all applicable laws including applicable data protection laws, rules and regulations and shall not use the details of the clients for any other purposes other than agreed between the NU and Digital Referral Associate without the explicit consent of the user/ client.
37. Digital Referral Associate confirms that we shall not use the intellectual properties of NU including but not limited to brand name and/or trademark in any manner whatsoever.
38. Digital Referral Associate agrees to conduct all its dealings in a very ethical manner and with the highest business standards. Digital Referral Associate agrees to comply with anti-bribery and anti-corruption laws, as in force, in India and any other jurisdiction in which the services are provided by Digital Referral Associate. Digital Referral Associate undertakes that it shall not offer, promise, give, receive any illegal gratification in the form of bribes or gifts either in cash or in kind, commit any corrupt act in the course of its dealings with NU or any public office or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and NU reserves the right to take all appropriate actions or remedies as may be required under the circumstances. Digital Referral Associate will provide all possible assistance to NU in order to investigate any possible instances of unethical behaviour or business conduct violations by Digital Referral Associate or any of its representative/ employee. The provisions of this clause shall survive the termination and expiry of this Agreement.
Miscellaneous
1. A person who is not a party to this Agreement has no rights under this Agreement, to enforce or enjoy any terms of this Agreement. No consent of any third party shall be required for any variation (including any release or compromise of any liability) or termination of this Agreement.
2. This Agreement once accepted by Digital Referral Associate, shall constitute as a valid and binding agreement on the parties and their respective successors.
3. This Agreement supersedes any/ all agreement previously made between the NU and Digital Referral Associate relating to the subject matter. There are no other understandings or agreements between NU and Digital Referral Associate whether express or implied.
4. Any failure to exercise or delay in the exercise any right or remedy vested in a party under or pursuant to this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy shall prevent any further exercise of such right or remedy or the exercise of any other right or remedy available.
5. This Agreement may be modified, at any time, at our sole discretion. We shall send an email to all the Digital Referral Associate with the revised Agreement for their written acknowledgement. Further, in case a written acknowledgement is not provided by the Digital Referral Associate within the given timeline, by accessing and continuing to use the Digital Referral Associate Program, it shall be deemed that You have understood and agreed to the revised version of the Agreement.
6. If any provision under this Agreement is for any reason determined by a court or arbitral tribunal to be invalid or unenforceable, the remaining provisions shall not be affected, impaired, or invalidated, and remain in full force and effect.
7. This Agreement shall be governed and construed in accordance with the laws of India and Digital Referral Associate agrees to submit to the exclusive jurisdiction of the courts of Mumbai.
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