1. Introduction

1.1 Parties

• Ashish Singh Founder of GeniResearch (hereinafter “Research Analyst”, “RA,” “We,” “Our,” or “Us”)
  
  • Registered with the Securities and Exchange Board of India (SEBI) under Registration No. INH000014340
  • Subject to all rules and regulations framed by SEBI, including the SEBI (Research Analysts) Regulations, 2014, as amended.
• 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.

1.2 Purpose

• These Terms & Conditions (“T&C”) govern the Client’s use or subscription of Our research services (“Services”), including any digital platforms, mobile/web applications, or technology solutions that We or our service provider(s) operate.
• This contract discloses the minimum mandatory terms and conditions of the research services offered by the RA including Client’s rights and obligations.

1.3 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”).
• Neither any research service can be rendered by the RA, nor any fee can be charged until consent is received from the client on the terms and conditions.
• In case of conflict between these T&C and any applicable regulations/guidelines issued by SEBI, the SEBI regulations/guidelines shall prevail.

1.4 Contract Validity

• This contract remains valid unless and until a written/email request to terminate is received from the client or the RA must cancel the contract due to regulatory requirements.
• The validity of this contract is not dependent on the client payment/subscription status for the research services provided by the RA.
• This contract applies to all future transactions with RA, including those carried out on https://geniresearch.com.

2. Definitions

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 Indian-listed 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.
• “RAASB”: Research Analyst Administration and Supervisory Body. SEBI (Securities and Exchange Board of India) has granted “BSE Limited” recognition under Regulation 14 of the ‘RA Regulations’ for administration and supervision of Research Analysts (‘RAs’) as RAASB for a period of five years starting from July 25, 2024.

3. Scope of Services

3.1 Research-Only / No Execution

The RA provides research and analysis only. We do not execute trades on behalf of Clients, hold Clients’ funds, or provide any assured returns.

3.2 Model Portfolios

Where offered, Our model portfolios are recommendations for basket(s) of securities with weightages. Such recommendations are for informational purposes and do not guarantee performance or returns.

We will maintain compliance with SEBI’s model portfolio guidelines (per the Circular’s Annexure-A).

3.3 Use of Artificial Intelligence (AI)

If We use AI tools (in whole or part) to generate or support research outputs, We 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).

3.4 No Guarantee of Returns

All investments carry market risk. Past performance is not indicative of future returns, and the RA does not assure or promise any specific gain or outcome.

4. Eligibility

4.1 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 contract, you are not permitted to use or subscribe to the Services.

4.2 KYC Compliance

Clients must provide accurate and complete information for KYC. RA shall verify or store such KYC in accordance with SEBI regulations.

The RA may terminate or suspend Services if KYC requirements are not met or if the information provided is incomplete, false, or misleading.

5. Registration & Accounts

5.1 Registration Process

• To access Our Services, Clients must complete the registration form, provide all mandatory details, and acceptthese T&C.
• The RA reserves the rightto reject or cancelregistration ifthe information is incorrect orifthe Clientis ineligible underlaw.

5.2 Security of Credentials

• Keep login information (username, password, etc.) confidential. You are liable for unauthorized use of your account due to negligence or sharing of credentials.
• Notify Us immediately if you suspect any breach.

5.3 Use of Services

• You shall notreproduce, distribute, copy, sell, or exploit Ourresearch content without express written consentfrom the RA
• Any unauthorized use is grounds fortermination of Services and may lead to legal action.

6. Fees & Payment

6.1 Maximum Fee for Individual/HUF Clients

• Per Regulation 15A ofthe 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” (forindividual and HUF clients).
• This amount excludes any statutory taxes and charges
• We may revise fees in line with the CostInflation Index or as specified by SEBI / RAASB every three years.

6.2 Fees for Non-Individual or Accredited Investors

• For corporates, institutions, or accredited investors, fees may be negotiated bilaterally withoutthe above limit, subjectto fairness and reasonableness.

6.3 Billing & Mode of Payment

• Fees may be charged quarterly in advance orin another mutually agreed schedule Such advance shall not exceed the period stipulated by SEBI; Presently itis 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 paymentif made available by SEBI.

6.4 Refund Policy

• In case of premature termination of Services due to regulatory reasons, We shallrefund fees forthe unexpired subscription period on a pro rata basis
• No “breakage” fee or penalty shall be imposed.
• In case of pre-mature termination ofthe RA services by eitherthe client orthe RA,the client shall be entitled to seek refund of proportionate fees only for unexpired period.
• Ifthe RA’s SEBIregistration is suspended for more than 60 days or cancelled, We shallrefund any unutilized fees from that effective date onward.
• We do not offerrefund for any otherreason apartfrom regulatory reasons

6.5 Renewal Price

• The fee mentioned in section 6.1is the maximum price forrenewal and can be increased only after approval by SEBI/RAASB.
• The RA may reduce the renewal fee atits sole discretion without prior notice to the Client

7. Mandatory Terms & Conditions (as per SEBI Circular Annexure-B)

7.1 Availing the Research Services

• By subscribing to or otherwise using Our research Services, you confirm that You do so at Your sole discretion.
• Our Services are rendered in accordance with the applicable SEBI (Research Analysts) Regulations, 2014.

7.2 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.

7.3 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.

7.4 Standard Terms of Service

• By giving consent (online/offline) to these T&C, You acknowledge and accept the following:
• I/We have read and understood the terms and conditions applicable to a research analyst as defined under regulation 2(1)(u) of the SEBI (Research Analyst) Regulations, 2014, including the fee structure.
• I/We are subscribing to the research services for our own benefits and consumption, and any reliance placed on the research report provided by the research analyst shall be as per our own judgement and assessment.
• Any investment made based on the recommendations in the research report is subject to market risk.
• Recommendations in the research report do not provide any assurance of returns.
• There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.

7.5 Consideration & Mode of Payment

• You shall pay the agreed fees plus any statutory charges via permissible methods.
• We shall not render any research services until the Client’s consent is received and initial fees are paid (as applicable).

7.6 Risk Factors

• Investing in securities is subject to market risk, including but not limited to volatility and potential loss of principal.
• Past performance is no indicator of future performance, and no return is guaranteed.

7.7 Conflict of Interest

• We shall adhere to the applicable regulations/circulars/directions specified by SEBI from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest.
• We will 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. Full disclosures will also be available on https://geniresearch.com.

7.8 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 if You breach these T&C or as otherwise allowed by law.

7.9 Grievance Redressal & Dispute Resolution

• For any grievances (e.g., non-receipt of a research report, missing pages, or other deficiencies), please email our designated Grievance Officer Ashish Singh at info@geniresearch.com within 7 business days of the issue.
• We will endeavor to address complaints within 7 business days (or any updated SEBI timeline).
• If unresolved, You may escalate the complaint to SEBI via the SCORES portal or use any other dispute resolution mechanism specified by SEBI (e.g., arbitration).

7.10 Additional Clauses

• Any additional voluntary clauses in this Agreement must not conflict with SEBI regulations/circulars.
• Any changes to such voluntary clauses shall be preceded by 15 days’ notice.

7.11 Mandatory Notice

• Clients must refer to the Do’s and Don’ts while dealing with RAs as specified by SEBI (e.g., SEBI Master Circular No. SEBI/HO/MIRSD-POD-1/P/CIR/2024/49 dated May 21, 2024).

7.12 Most Important Terms & Conditions (MITC)

• We shall also disclose MITC on our website (https://geniresearch.com), as standardized by the Industry Standards Forum, in consultation with SEBI/RAASB.
• The MITC explicitly informs Clients that the RA cannot execute trades on behalf of Clients.

7.13 Optional Centralised Fee Collection Mechanism (CeFCoM)

• If and when available, we will inform you of the optional CeFCoM to facilitate fee payment.

8. Representations & Warranties

8.1 RA’s Declarations

• We are duly registered with SEBI as Research Analyst (Registration No. INH000014340) from 08-Jan-2024; BSE Enlistment No. 5985 and are compliant with the SEBI (Research Analyst) Regulations, 2014.
• Currently, we have valid SEBI registration and have the required qualification to render services contemplated under RA regulations.
• The RA’s services do not conflict with or violate any law or regulation to which it is subject.
• We have no material adverse disciplinary history or any conflicts of interest that compromise the integrity of our recommendations.
• The maximum fee charged by us shall not exceed ₹1.51 lakhs per annum per family of clients. This cap may change based on updates to regulations by SEBI. In such cases, we will duly inform about the change to our clients.
• The recommendations provided by us do not provide any assurance of returns.
• 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 the research report and/or recommendations contained therein.

8.2 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.

9. Confidentiality & Data Protection

9.1 Privacy of Client Data

• We respect Your privacy and will not share or disclose Your personal data except as required by law or to fulfill regulatory obligations (e.g., KYC checks).
• However, We may share aggregated or anonymized data for research or compliance purposes, without revealing individual identities.

9.2 Security of Client Data

• While We endeavor to protect data transmissions, We cannot guarantee the complete security of data over the internet.
• You acknowledge that data transfers may be unencrypted and may pass over multiple networks.

10. Limitation of Liability

10.1 No Assured Returns

• We shall not be liable for any direct, indirect, incidental, or consequential losses, including lost profits, due to Your reliance on Our research reports or model portfolios.

10.2 Force Majeure

• The RA is not liable for failures or delays in performance arising from events beyond its control, including natural disasters, power outages, or disruptions in telecommunication systems.

10.3 Third-Party Data

• We rely on third-party market data providers. We do not audit or guarantee the correctness of such data, and shall not be held liable for inaccuracies.

11. Indemnification

• You agree to indemnify and hold harmless the RA, its officers, employees, and affiliates from any and all claims, damages, losses, or liabilities arising out of:
• Your breach of these T&C or violation of law.
• Unauthorized or improper use of Your account.
• Third-party claims related to Your actions or inactions.

12. Suspension & Termination

12.1 Suspension

• We reserve the right to suspend Your account or access to Services with or without notice if You breach these T&C or if required by SEBI/regulators.

12.2 Termination

• Violation of T&C by You.
• Directions from SEBI or any competent regulatory authority.
• Non-payment of fees (beyond the grace period, if any).
• KYC Failure, invalid KYC details provided.
• Any rejection case per AML & Customer Due Diligence Policy.
• Belongs to SEBI debarred list.
• Refunds (if any) shall be governed by Section 6.4 above.

13. Grievances & Dispute Resolution

13.1 Internal Mechanism

• For any concerns, complaints, or grievances, please write to Our Grievance Officer at [Insert Name & Email]. We aim to resolve such grievances within 7 business days or as per the timeline mandated by SEBI.

13.2 Escalation to SEBI

• If unresolved, You may approach SEBI’s SCORES platform or seek redressal through the dispute resolution mechanisms prescribed by SEBI (e.g., arbitration).

14. Miscellaneous

14.1 Amendments

• We may modify or update these T&C in accordance with SEBI regulations. Notice of material changes will be posted on Our website/app or emailed to You. Continued use of the Services indicates Your acceptance of updated T&C.

14.2 Severability

• If any provision is held invalid by a competent authority, the remaining provisions shall continue in effect.

14.3 Governing Law & Jurisdiction

• These T&C shall be governed by and construed in accordance with the laws of India, and any disputes shall be subject to the exclusive jurisdiction of the courts/tribunals in Pune, Maharashtra or as directed by SEBI.

14.4 No Agency

• Nothing in these T&C shall be deemed to constitute a partnership, agency, or joint venture between the RA and the Client.

14.5 Disclaimer

• Registration granted by SEBI and certification from NISM in no way guarantee the performance of the intermediary or provide any assurance of returns to investors.
• Investing in stocks/ETFs is subject to market risks. Read all related documents carefully before investing. Consult a qualified financial advisor to understand suitability.

Most Important Terms and Conditions (MITC)

1. These terms and conditions, and consent thereon are for the research services provided by the Research Analyst (RA) Ashish Singh (SEBI Reg. No: INH000014340, BSE Enlistment No: 5985). The RA cannot execute or carry out any trade on behalf of the client. Clients are advised not to permit RA to execute any trade on their behalf.
2. The fee charged by RA to the client will be subject to the maximum amount prescribed by SEBI/RAASB from time to time (applicable only for Individual and HUF Clients).
   • The current fee limit is INR 1,51,000/- per annum per family of the client for all research services.
   • The fee limit does not include statutory charges.
   • The fee limits do not apply to non-individual clients/accredited investors.
3. RA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is one quarter. In case of premature termination of the RA services by either the client or the RA, the client shall be entitled to seek refund of proportionate fees only for the unexpired period.
4. Fees to RA 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 the Centralized Fee Collection Mechanism (CeFCoM) managed by BSE Limited (i.e., currently recognized RAASB).
5. RA will comply with SEBI and RAASB regulations regarding disclosure and mitigation of conflicts of interest and promptly inform clients of any conflicts.
6. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the RA.
7. We do not provide any guarantee returns, accuracy, or risk-free investments. Research opinions are based on available data and assumptions.
8. Investments made based on RA recommendations are subject to market risks. Clients rely on research reports at their own judgment.
9. SEBI registration, RAASB enlistment, and NISM certification do not guarantee RA performance or returns.
10. For any grievances:
    • Step 1: Contact the RA using the details provided on its website or grievance matrix.
    • Step 2: If unresolved, lodge a grievance through SEBI's SCORES platform (www.scores.sebi.gov.in).
    • Step 3: Alternatively, use the Smart ODR platform (smartodr.in) for online dispute resolution.
11. Clients must keep their contact details (email, mobile) updated with the RA.
12. RA will never request the client's login credentials or OTP for trading, demat, or bank accounts. Clients should never share such information.

Neither any research service will be rendered, nor any fee will be charged until consent is received from client on these terms and conditions.