The empanelment of the Partner shall be subject to the acceptance of the terms and conditions (“Terms and Conditions”) specified below. The Terms and Conditions together with the Disclaimers, Privacy Policy and any other documents, as specified by Prudent Corporate Advisory Services Ltd. (“PRUDENT”) from time to time, form a binding agreement between the Partner and PRUDENT.

The Partner is requested to read the contents of these Terms and Conditions carefully before agreeing for empanelment with Prudent. 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 PRUDENT 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& PRUDENT.

1. DEFINITIONS
   1. Prudent” shall mean Prudent Corporate Advisory Services Ltd., a company, registered under the companies Act, 1956, and having it registered office at 701, Sears Tower, Gulbai Tekra, OFF C.G.Road, Ahmedabad, Gujarat-380006 and is engaged in the business of distribution of various financial and non-financial products including but not limited to Mutual Funds, FDs, Bonds, etc.; and offers a holistic platform to support the Partners in the distribution of various investment products
   2. "Partner" shall mean and include any individual who has agreed to avail the services offered by Prudent and eligible to be duly appointed by Prudent as a Partner of Prudent for such & service/(s).
   3. 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 ManagementCompanies
   4. “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
   5. “Client Desk” shall mean the areas in the Portal to which the Client gets access by virtue of a unique log-in id and
   6. “IA Regulations” shall mean SEBI (Investment Advisors) Regulations 2013 as amended from time to
   7. “Partner Desk” shall mean the areas in the Portal to which the Partner gets access by virtue of a unique log-in id and
   8. “Portal”shall mean all the websites /links /pages offered by Prudent 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, etc. 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, Fundzbazar login and Client
   9. “Product(s)” shall mean any financial or non-financial products available with Prudent from time to time and offered specifically to the Partners for distributing such products to their Clients in any mode or
   10. “SRO” shall mean a self-regulatory organization recognized by Securities and Exchange Board of India for the distribution of units of mutual
   11. “Service(s)” shall mean support and related services to promote the sub-distribution business of thePartners as specifically offered by Prudent from time to
   12. 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
2. Online Empanelment

   This facility is offered to enable Online Empanelment of persons as a Partner of Prudent for distributing various products to their clients/customers.

   Prudent 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 Prudent may require for completing empanelment of the Partner. However, Prudent 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
   1. 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 Prudent. 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.
   2. 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 time. Any Partner acting as an'Investment Adviser' shall not be eligible to distribute units of mutual funds registered in India under thisAgreement 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.
   3. Upon completion of Empanelment, Prudent shall provide an Appointment Letter mentioning the Partner's Code and other Terms and Conditions on registered email id of the Partner.
   4. Prudent grants the Partner a non-transferable, revocable and non-exclusive licence to use the Portal and other online facilities for bonafide purpose of this agreement only.
   5. 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 etc. laid down by AMFI or SEBI or any other competent authority.
4. PARTNER AND INFORMATION
   1. The Partner authorises Prudent to use the personal information including contacts, address, email id, mobile no. etc. of the Partner available in the records of KRA and AMFI for updating records of Prudent for empanelment of the Partner.
   2. The Partner authorizes Prudent 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.
   3. The Partner warrants that its information captured by Prudent and all other documents submitted by him are true and correct. The Partner warrants that the prudent 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 Prudent 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.
   4. The terms of the Privacy Policy, as amended from time to time, are incorporated with reference to these Terms and Conditions and the same can be accessed at www.prudentcorporate.com. The partner agrees to comply with the terms of the Privacy Policy along with these Terms and Conditions.
   5. Partner agrees that if it notices any error in its information, the Partner shall advise Prudent of the same as soon as possible. While Prudent will take all reasonable steps to ensure the accuracy of the statement, Prudent is not liable for any error.
5. RIGHTS AND OBLIGATIONS OF PARTNER
   1. The Partner has a right to use and/or access PRUDENT Portal as provided by PRUDENT and updated/ revised from time to time as per the terms and conditions set in this
   2. Partner has a right to create Group (Family accounts) of various related client. However, Prudent not be responsible for any issues or dispute arising out of such grouping by the
   3. 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 PRUDENT. PRUDENT 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 thePartner
   4. The partner shall maintain all the information of their clients as required under Know Your Customer (KYC) and other applicable laws.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 Prudent from time to time. Prudent shall not be held liable of any non-compliance
   5. Prudent reserves the right to conduct Audit of the Partner's Business and inspect relevant documents in connection with this
   6. Partner recognizes and acknowledges the exclusive rights, title and proprietary interest of Prudent to ownership of Prudent’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 it. Partner agrees not to use Prudent’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 Prudent in
   7. Entry and usage of premises and office infrastructure of Prudent by the Partner shall be subject to the rules and guidelines as laid down by
   8. 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 PRUDENT
   1. PRUDENT reserves rights to reject the application for empanelment as a Partner with PRUDENT at its sole discretion without giving any reason/ notice for the
   2. PRUDENT reserves the right and discretion to change, amend or modify the terms andconditions under this agreement or any of the products offered by Prudent without prior notice.
   3. Prudent 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
   4. PRUDENT 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. RIGHTS AND OBLIGATIONS OF PRUDENT
   1. The Commission and the periodicity of its payments will be decided by Prudent at its discretion. Further, Prudent 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
   2. Prudent 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
   3. Prudent may change the commission structure at any time in future on some or all past, existing and/or future transactions and that such changes may be applied
   4. The Partner shall not have any right or claim against the Prudent, for any loss incurred by it due to any revision made by Prudent in commission or any change of terms and conditions of distribution.
   5. In case the Partner receives any commission or any other amount which is not due or payable to the Partner, Prudent shall be entitled to recover the same or adjust all such amounts as are paid wrongly or by
   6. Prudent reserves the right to set-off and/or deduct any due amounts by Partner from the accrued commissions or brokerages etc., amounts payable to the Partner at the discretion of
   7. The commission / brokerage payable by Prudent will be as per the structure as may be notified byPrudent& from& time& to& time& and& will& be& inclusive& of& all& taxes,& cesses,& charges& and&
   8. The commission shall only be paid subject to the Partner's fulfillment of the necessary statutory, regulatoryand/or legal obligations or guidelines as laid down by such bodies and any norms specifically formulated byPRUDENT and as revised, from time to
   9. Upon the expiry/termination of the Partner's appointment under the Agreement, the Partner shall be entitled to no other amounts or commission from PRUDENT as per the terms of this Agreement
8. PARTNER & COVENANTS
   1. 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
   2. Acceptance of Terms and Conditions constitutes a legal, valid and binding obligation enforceable in accordance with its
   3. 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
   4. It shall abide by the Association of Mutual Funds of India ("AMFI") guidelines, Prevention of Money LaunderingAct, 2002, SEBI Act, 1992 and all other applicable guidelines, laws, rules and regulations and
   5. Its entry into, exercise of its rights and / or performance of or compliance with this agreement does not and shallnot violate any other agreement/terms and
   6. It does not fall within the definition of "Investment Adviser" as per the IA
   7. It shall comply with the IA Regulations at all times and shall immediately communicate to Prudent upon any applicability of any prohibitory or restricting provisions under the IA regulations during the subsistence of this
   8. It falls within the provisions of Regulation 4 of the IA Regulations and is thus not required to be registered as an Investment
9. PRUDENT & COVENANTS
   1. PRUDENT shall maintain appropriate infrastructure to provide the Products and Services through its premises as well as through its
   2. PRUDENT Portals shall adequate firewalls and other means of access control, which in the opinion of PRUDENT are adequate and capable of protecting the network against unauthorized access.
   3. Prudent represents that all tools, reports, calculators, etc. on Portal are for the purpose of providing incidental support services to the primary financial Product distribution business of the Partner.
10. PRUDENT & COVENANTS
    1. Confidential Information shall mean all information disclosed to the Parties under this Agreement including but not limited to the details of the investors. 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
    2. 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 Information. 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
    3. Prudent 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
    4. The covenants of confidentiality set forth herein shall survive and continue and be maintained from the date hereof even after the termination of this
    5. The Partner is responsible for maintaining and protecting the confidentiality of their login-id and password issued by PRUDENT. The Partner agrees to accept responsibility for all activities that occur under their login-ids and passwords. PRUDENT 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
11. SUSPENSION AND TERMINATION
    1. The appointment of the Partner shall continue to remain in full force and effect unless terminated by Prudent or the Partner, in accordance with the provisions contained
    2. Both the parties are free to terminate this arrangement by serving one month advance notice to the other party without assigning any
    3. Prudent shall be entitled to terminate the engagement of the Partner forthwith,if:
       1. the Partner is found to be a minor or adjudicated as an insolvent or found to be of unsound mind by a court of competentjurisdiction;
       2. It is found that the Partner has knowingly participated in or connived in any fraud, dishonesty or misrepresentation against Prudent or any
       3. Any statement made by the Partner in the Partner Empanelment Form is found to be false or misleading or intended to
       4. The partner conducts or acts in any manner, which is deemed prejudicial to the interest of Prudent, its service providers, other Partners or
       5. The Partner does not comply with all applicable legislations, statutes, ordinances, regulations, administrative rulings or
       6. The Partner remains inactive in business with Prudent for a considerable period of time, as decided by Prudent from time to time. Prudent also reserves the right to suspend brokerage under such
       7. The partner resorts to threat or abusive language or mental harassment in its conduct with employees or officials ofPrudent
       8. 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
    4. In case of termination of this arrangement, all other Services shall also be terminated, irrespective of any tenure or subscription period remaining, if any. Partner shall not be entitled for any refund of any amount or compensation on account of terminationhere-in-under.
    5. Prudent is not liable for any consequence arising from such suspension or termination of Partner. Prudent 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
    6. Uponthe& 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.
12. INDEMNIFICATION

    The Partner hereby declares and covenants to defend, indemnify and hold Prudent 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 resultingfrom:

    1. Any failure to comply with all applicable legislation, statutes, ordinances, regulations, circulars administrative rulings or requirements of law;
       1. The misfeasance, malfeasance, negligence, defaults, misconduct or fraudulent acts of & bythe& Partner& or& its& representatives,& employees,& directors,& agents,& representatives;& and
       2. 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
       3. Fraudulent, improper, incorrect, wrongful or negligent performance, work, service, act or omission by the Partner including any of its employees, andrepresentatives;
       4. Willful misconduct of the Partner or any of its employees, and
       5. 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 Prudent, 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
    2. Prudent 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 Prudent or Prudent Portal, for any reason whatsoever. Further Prudent 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 Prudent or its Portal for any reason
    3. Prudent 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
    4. If the foregoing limitation is held to be unenforceable, the maximum liability of Prudent 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 Prudent or its Portal
13. Jurisdiction
    1. The agreement shall be interpreted under the laws of
    2. 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
    3. 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 Ahmedabad in accordance with the law of jurisdiction and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction
14. MISCALLENEOUS
    1. Prudent and Partner will be collectively referred to as “Parties” and severally as“Party”.
    2. In this agreement, wherever the context so requires, reference to the neuter gender includes reference to the feminine and masculine genders and vice
    3. 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
    4. 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 theparties
    5. The Partner is not entitled to subcontract or transfer any of its rights and obligations under this Agreement without prior consent of Prudent. Prudent may assign all or part of its obligations under this
    6. If any provision of this agreement is held unenforceable, such provision will be modified to reflect the parties intention. All remaining provisions of this contract shall remain in full
    7. The Agreement constitutes the complete agreement between the parties and supersedes all prior agreements, written or oral, concerning the subject matter of this
15. Disclaimer:
    1. Any information, material, product or service offered or purchased through Prudent and/ or its Portal may contain typographical errors or inaccuracies. Any dated information is published as of its date only with due care, and Prudent 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"
    2. Prudent 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
    3. 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 service. 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 Prudent 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
    4. Prudent (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 causes. Prudent shall have no responsibility to provide you access to the Portal during such interruption.
    5. Prudent 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 Prudent.However, Prudent 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. Prudent 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 Prudent, in any mode or manner, to Partner or any other
    6. Any information, data, market analysis, research reports, etc. made available by Prudent, in any mode, manner or format, shall not be construed as a representation on the legality, feasibility, fitness or validityof any security, Product or Service under applicable
    7. Prudentmay& place& on& its& Portal& contents& like& advertisements,& banners,& reports,& articles,& audio /video files, etc, including links to third partywebsites. However, Prudent does not validate or qualify or endorse such contents and is not responsible forany such content or information, claims, statements and for any decision taken thereof, for any& reasonwhatsoever.
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.