Beneficial Owner(BO, Clearing Member(CM), Depository Participant(DP) in consideration of their mutual covenants and promises contained herein, and for good and valid consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, agree to the terms and conditions set for subscribing to easiest services :
1. Definitions and Interpretation - In this document, words and expressions listed in this Clause shall carry the meaning assigned to them in this Clause:
a) "Account of choice" - Account of choice is the option wherein BO/CM can transfer the securities from the BO/CM account to any account of the choice of the BO/CM.The BO/CM can select this option provided easiest is accessed through possessed objects.
b) "Beneficial owner (BO) " means a person whose name is recorded as such with a depository. The BO has expressed its interest in availing of the services provided by the DP using easiest.The BO has executed the Depository Services Agreement pursuant to which the BO owns,controls and operates accounts with CDSL through the DP or the BO/DP have been exempted from entering into such an agreement pursuant to the relevant provisions of CDSL bye laws. The BO and DP have agreed to record the terms and conditions mentioned forthwith upon which the BO may participate in easiest.
c) "Bye-laws" shall mean the Bye-laws of CDSL.
d) "CDSL" shall mean the Central Depository Services (India) Limited, a depository registered with the Securities and Exchange Board of India under the Depositories Act, 1996, of which the DP is a depository participant.
e) "Clearing Member" means a member of a stock exchange recognised under the Securities Contracts (Regulation) Act, 1956 who has obtained a certificate of registration from the Securities and Exchange Board of India under Section 12 (1) of the Securities and Exchange Board of India Act,1992 read with Regulation 6 of the Securities and Exchange Board of India (Stock Brokers and Sub-brokers) Regulations , 1992 or a Custodian of Securities who has obtained a certificate of registration from the Securities and Exchange Board of India under Section 12(1A) of the Securities and Exchange Board of India Act, 1992 read with Regulation 8 (3) of the Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996 and who has an arrangement with a Clearing Corporation for settlement of trades in dematerialised form. The CM has expressed its interest in availing of the services provided by the DP using easiest. The CM has executed the Depository Services Agreement pursuant to which the CM owns, controls and operates accounts with CDSL through the DP or the CM/DP have been exempted from entering into such an agreement pursuant to the relevant provisions of CDSL bye laws. The CM and DP have agreed to record the terms and conditions mentioned forthwith upon which the CM may participate in easiest.
f) "Depository Participant"(DP) - The DP is a duly registered depository DP and is part of the CDSL's depository system. The DP has been registered with CDSL to offer easiest, a common infrastructure facility provided by CDSL, which enables BO/CMs to transfer securities through the Internet. The DP has agreed to receive and authenticate the instructions from BO/CM through Internet. The instructions processed through easiest will be processed only after the DP authenticates the same.The DP can authenticate each instruction one by one by accessing the DP admin module provided at easiest or the instructions can be authenticated by the DP using auto authentication flag, which the DP may allocate/mark for the BO/CM at the time of registration to easiest services.
g) "Depository Services Agreement" shall mean the "Agreement between the DP and the Person seeking to open an account with the DP" signed by the BO/CM at the time of opening the account.
h) "easiest " shall mean the Internet - based common infrastructure facility provided by CDSL, which is being used by the BO/CM for transactions which CDSL make available/permit from time to time.
i) "Operating Instructions": shall mean the procedural document issued by CDSL guiding BO/CM/DP while operating the CDSL system and easiest.
j) "PIN" shall mean the Personal Identification Number, either assigned to the BO or chosen by the BO pursuant to this Agreement, which may be necessary for the BO to access easiest.
k) "Possessed Object" shall mean a e-Token with a silicon chip or such other means capable of storing information and affixing digital signature which may be used by the BO/CM/DP for operating easiest services.
l) "Remembered Information" shall mean and include such confidential information such as password, PIN or such other information used for authentication of the BO/CM while making use of easiest, as may be generated by the BO/CM for access to easiest.
m) "Trusted Accounts" shall mean accounts of such type and number as to which CDSL may permit the BO to transfer securities from the BO's account, if the BO uses only Remembered Information for the purposes of accessing easiest.
n) "Working Day" shall mean all calendar days excluding Sundays and public holidays observed by CDSL as published by CDSL through communique or at their website www.cdslindia.com.
2. In this document , unless the context otherwise requires:
a) the singular includes the plural and vice versa;
b) words importing any gender include the other gender;
c) reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force;
d) all headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of this document;
e) reference to a Recital, Schedule, Annexure or Exhibit is to a Recital, Schedule, Annexure or Exhibit of or to this document;
f) reference to a person includes a natural person, body corporate, unincorporated association, government or governmental, semi governmental or municipal entity; and
g) reference to a BO/CM/DP means a BO/CM/DP as defined under the definition clause of this document and includes that party's successors,legal personal representatives and permitted assignees.
3. The DP shall from time to time prescribe to the BO/CM the minimum specification of hardware and software that will be required by the BO/CM to access easiest. The DP represents that the DP has fully complied with all the technical and operational requirements prescribed for the DP by CDSL.
4. The BO/CM shall have an option of either having a Possessed Object for validation of the BO/CM's access to easiest or generating the BO/CM's own Remembered Information for validation of such access by the BO/CM. From time to time, the DP may prescribe to the BO/CM , in accordance with instructions received by the DP from CDSL, such measures as may be required to ensure the safety and security of the BO/CM's access to and usage of easiest and the BO/CM shall abide by the same.
5. The BO/CM agrees to take adequate safety measures for accessing easiest, including but not limited to:
a) In the event the BO/CM has opted for Remembered Information for access to easiest, the BO/CM shall take all the necessary steps to ensure confidentiality and secrecy of the BO/CM's Remembered Information used for authentication of the BO/CM and shall not reveal the same to any employee, agent or official of the DP or to any other person. The BO/CM acknowledges that failure to adhere to safety and security measures prescribed by CDSL and the DP could lead to a loss of confidentiality and secrecy of the Remembered Information, thereby exposing the BO/CM to the risk of financial losses.
b) In the event the BO/CM has opted for the Possessed Object, for the purpose of identifying the BO/CM in the process of authenticating the BO/CM's access to easiest, the BO/CM shall take all necessary steps to ensure that the Possessed Object is kept safely with itself and not to part with possession of the same to any third party. The BO/CM shall also ensure that the safety instructions issued for the usage of the Possessed Object are strictly adhered to.
c) The BO/CM acknowledges that in the interests of the security of the BO/CM's usage of easiest, if the BO/CM does not opt for Possessed Object as a means of authenticating the BO/CM's access to easiest, the BO/CM shall be entitled to transfer securities only to the Trusted Accounts.Further, the BO/CM shall submit to the DP an undertaking in the enclosed format from the holder/s of the trusted account.
d) The BO/CM acknowledges that all instructions received by the DP, authenticated pursuant to use of Remembered Information or Possessed Object shall be conclusive evidence of such instructions having been issued by the BO/CM and shall be attributed to the BO/CM. The DP shall not be held liable for acting on the instructions so received.
e) If the BO/CM has reason to believe that the confidentiality of the Remembered Information has been compromised or that the Possessed Object has been lost/misplaced/stolen, the BO/CM shall intimate the DP forthwith about such compromise or loss. The DP shall take best efforts to forthwith disable the BO/CM's access to easiest not later than one Working Day of receipt of such intimation from the BO/CM. However, if any instructions are received prior to such disablement, the DP shall not be liable for losses, if any, arising out of execution of such instructions.
6. In consideration of the access to easiest, the BO/CM/DP agrees to pay such charges as may prescribed by DP/CDSL. CDSL/DP shall reserve the right to revise the charges by giving the BO/CM adequate advance notice, in no event lesser than thirty (30) days, to be issued either in writing or through their websites.
7.The BO/CM agrees that in the event of the BO/CM desiring to operate any joint account through easiest,it shall be a condition precedent for usage of easiest that all the joint holders shall sign the easiest registration form, the Remembered Information for access to easiest will be issued to the Email ID mentioned in the easiest registration form, favouring any one individual who shall be deemed to be the user of the Remembered Information or the Possessed Object for access to easiest will be issued favouring any one individual who shall be deemed to be the user of the Possessed Object for access to easiest and issue of instructions through easiest. The BO/CM hereby ratifies and upholds all such instructions issued through easiest using such Remembered Information or Possessed Object, as the case may be.The usage of and access to easiest using the Remembered Information or Possessed Object, as the case may be, shall be deemed to have been made by the BO/CM at the time of such access and use.
8. The BO/CM shall be entitled to change the Remembered Information on easiest from time to time.
9. The BO/CM is aware that the transaction through easiest will be processed only after the DP authenticates the same.The authentication may be manual authentication i.e. authentication of each instruction one by one or auto authentication, which the DP may allocate/mark for the BO/CM at the time of registration to easiest services.The DPs agree that in case they have set manual authentication for any BO/CM they will verify the receipt of any authentication instruction equest daily before the expiry of dead line time mentioned at easiest and in the operating instructions for the easiest.
10. The DP has an authority to authenticate/ reject the transactions. The rejection of transaction by the DP will be intimated to the BO/CM through the easiest login of the BO/CM. The BO/CM can view the status of the transactions through the easiestlogin.
11. The BO/CM shall enter all its transactions instructions at easiest in a timely manner to ensure that the same are capable of being received by the DP for authentication.The different type of instructions i.e. Off Market. Settlement, Inter Depository, Early payin shall be entered by the BO/CM before the specified time mentioned against the particular instructions at easiest.
12. easiest will forward the instruction to CDSL system after the same are authenticated by the DP on best effort basis, however CDSL does not guarantee the execution of the instruction due to any unforeseen technical /operational failure. BO/CM are advised to check the status of the instruction from time to time, and in case of any problem/non -authentication are requested to approach the respective DPs on time.
13. The receipt of instructions by easiest shall be indicated by means of message receipt confirmation screen that shall be generated on the BO/CM's computer screen, which shall be capable of being printed out for the BO/CM's record. If the instructions are received by easiest before the aforesaid deadline,the DP shall be fully responsible for authenticating the same within the prescribed deadline. If the instructions are received by easiest after the aforesaid deadline, the instructions may be authenticated by the DP and processed by easiest on a best-efforts basis, and the DP/CDSL shall not be liable for non-execution of the same.
14. The BO/CM further acknowledges that the BO/CM shall not have any right to any claim against either the DP or CDSL for losses, if any, incurred due to non-authentication of such instructions received late and executed on a best-effort basis. In the event of any dispute relating to the date and time of receipt of the instructions on easiest,CDSL's records shall be conclusive evidence and the Parties agree that CDSL's decision on the same shall be final and binding on both Parties.
15. Account of choice option can be availed by a BO if they are registered through possessed object.The CM can be registered to easiest services with account of choice option only through possessed object.The trusted account option is not available to CM.
16. The right to use easiest by a BO/CM cannot be assigned or transferred by the BO/CM under any circumstances, otherwise than through valid issue of a power of attorney.
17. The BO/CM may request for termination of easiestat any time by giving a notice in writing or through easiestto CDSL/DP. CDSL/ DP shall terminate the service within fifteen (15) days of receipt of such notice.
18. Registration to easiest unless terminated earlier shall be deemed to be terminated immediately on termination of the Depository Services Agreement between CDSL and DP.
19. The BO/CM agrees to indemnify, keep indemnified and hold the DP and CDSL harmless from any loss, damage, claim, suits, legal proceedings, investigations,expenses of every kind and any other liability whatsoever, including reasonable attorney's fees and fees of such experts as may be become necessary for CDSL and / or the DP to engage, caused due to the availing of the services by the BO/CM pursuant to this Agreement in any and all circumstances including without limitation, the following:
a) Falsehood or misrepresentation of any nature by the BO/CM (or any person acting on behalf of the BO/CM);
b) Failure to use a trustworthy system for access to easiest.
c) Failure to take the precautions necessary to prevent the compromise, loss, disclosure, modification, or unauthorised use of the BO/CM's Remembered Information,Possessed Object or the private key used to execute the BO/CM's digital signature
20. Notwithstanding anything contained herein, the BO/CM recognises and acknowledges that the DP may, in accordance with instructions received by the DP from CDSL, prescribe such other security measures as it deems fit, in replacement of or supplementing the validation process through the use of Remembered Information or Possessed Objects, including without limitation the use of biometrics and such other methods as would validate the identity of the BO/CM for access to the easiest system. The BO/CM agrees that a condition precedent for the BO/CM's access to easiest is that the BO/CM shall provide such information, data, and access to its representatives and personnel, as may be designated by the BO/CM as the users of the easiest system in order to enable DP to generate such biometric criteria or other criteria in accordance with the security measures prescribed by DP, in accordance with instructions received by the DP from CDSL.
21. The BO agrees that by accessing the information pertaining to the securities in the demat account through easi, the provisions in respect of statement of accounts under CDSL bylaws no.6.4 and clause no.4 of the agreement between DP and BO are duly complied with.
22. The DP may withdraw the access of the BO/CM to easiest at any time provided a notice of at least thirty (30) days is given to the BO/CM. The DP may suspend or terminate the service without prior notice if the BO/CM has breached any of the terms and conditions of this document or the Depository Services Agreement, or if the DP learns of the death, bankruptcy, lunacy or loss of legal capacity of the BO/CM.
23. Any dispute or difference between the Parties shall be resolved solely by means of reference to binding arbitration under the arbitration mechanism as provided in the Bye-Laws.
24. The above terms and conditions are in addition to and do not undermine in any manner whatsoever the terms and conditions forming a part of the Depository Services Agreement.