Investment Advisory Agreement

Last updated: 10 November 2026 · Agreement version: v1 · Applies to: the IPS you accept with it

This Investment Advisory Agreement ("Agreement") is between FinSharpe Private Limited ("FinSharpe", "we", "us") and you, the person who accepts it in the FinSharpe mobile app or the FinSharpe web app (the "app") together with your Investment Policy Statement ("IPS"). It is made under regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 (the "IA Regulations"), and SEBI's Master Circular for Investment Advisers, as each is amended from time to time.

FinSharpe Private Limited · SEBI-registered Investment Adviser (Non-Individual) · Registration No. INA000018489 · Office No. 506, S. No. 128, Seasons Business Square, Aundh, Haveli, Pune 411007, Maharashtra · +91 9607795005

First page

Your consent

By accepting this Agreement you confirm:

"I / We have read and understood the terms and conditions of Investment Advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee. Based on our written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to ask questions and interact with 'person(s) associated with the investment advice'."

How to ask a person. Before you accept, you can ask us in writing, by email to our Principal Officer at info@finsharpe.com, to answer your questions about this Agreement, your IPS or our advice, and to arrange a call. A person associated with the investment advice will reply before you accept, and you can keep asking after you accept. The AI assistant in the app is not that person. The acceptance screen shows this offer before you tick.

Our declarations

FinSharpe declares that:

• Investment Adviser shall neither render any investment advice nor charge any fee until the client has signed this agreement.
• Investment Adviser shall not manage funds and securities on behalf of the client and that it shall only receive such sums of monies from the client as are necessary to discharge the client's liability towards fees owed to the Investment Adviser.
• Investment Adviser shall not, in the course of performing its services to the client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the client that the investment advice is risk-free and/or not susceptible to market risks and or that it can generate returns with any level of assurance.

Fees

• Fees permitted under the IA Regulations and SEBI's circulars: for individual and HUF clients who are not accredited investors, "The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client." If the fee mode changes with your consent, the limit is the higher of the two. The limits exclude statutory charges and apply only to advice on securities under SEBI's purview. Fees may be charged in advance only if you agree, for at most one year.
• Advisory fee charged to you: Nil (₹0) for this Agreement (the FinSharpe app's IPS service). We charge no separate advisory fee for your IPS or for the advice under this Agreement. Other FinSharpe advisory services have their own agreements. Using chat consumes credits as our Terms of Use describe, and paid credits may be introduced later (section 17). See Schedule 2.

Who we are

Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the IA or provide any assurance of returns to investors.

Investment in securities market are subject to market risks. Read all the related documents carefully before investing.

Disclosures about FinSharpe

• Our business. Investment advice under this Agreement, through your accepted Investment Policy Statement and the chat assistant. We also publish market information, research and analytics in the app (section 15), and offer separate advisory services to clients onboarded outside the app, under their own agreements and fees. We do not distribute any product, act as a broker, or execute trades.
• Affiliations with other intermediaries. None. FinSharpe, its directors and its Principal Officer hold no other SEBI registration and have no affiliation with any SEBI-registered intermediary.
• Group companies. None. FinSharpe has no holding company, subsidiary or group company, and so none that is a broker, distributor, asset management company, insurer, NBFC or issuer of a product we advise on.
• Regulatory actions. None. Since our registration on 13 October 2023, no penalty, direction or order has been made, and no enquiry or proceeding is pending, by SEBI, BSE (IAASB) or any other regulator against FinSharpe, its directors, its Principal Officer or any person associated with the advice.
• Our people's holdings. Persons associated with FinSharpe may, in their personal capacity, hold securities that appear in our advice. Those holdings play no part in the advice we give you.
• How we are paid. No separate advisory fee from you under this Agreement (using chat consumes credits under our Terms of Use), and nothing from anyone else for any product we advise (section 15).

1. Appointment

In accordance with the applicable laws, you hereby appoint, entirely at your own risk, FinSharpe as your Investment Adviser to provide the services described in this Agreement, in accordance with its terms, as mandated under regulation 19(1)(d) of the IA Regulations.

2. How you accept this Agreement, and when it starts

• Together with your IPS. You accept this Agreement and your IPS in one step. You can accept only a completed detailed IPS; a quick draft cannot be accepted.
• How you accept today. You review the PDF of this Agreement and your IPS, tick "I have read and accept the advisory agreement and my IPS", type your full name, and enter the 6-digit code we send to your registered email address. That code is FinSharpe's own one-time code for this acceptance. It is not a code from your bank, broker or depository, and we will never ask you for one of those (Schedule 1, item 15).
• What we record. The time, your IP address and device, the name you typed, a reference to the code we sent, a fingerprint (SHA-256 hash) of the PDF you accepted, and the versions of your IPS, of our methodology and of this Agreement.
• Your copy. When you accept, you get a copy of the signed Agreement (showing the name you typed, the time, the code reference and the versions), your IPS and SEBI's Investor Charter for Investment Advisers, in the app and by email to your registered email address, before any advice under this Agreement. You can also download your current accepted IPS in the app at any time, and the Investor Charter is always on our Compliance page.
• Aadhaar eSign later. When we offer Aadhaar-based electronic signature, we will ask you to sign this Agreement again that way on your next visit. Your advice continues meanwhile.
• When it starts. This Agreement starts when you have accepted it and we have sent you your copy and the Investor Charter. We give you no investment advice under this Agreement, and charge you no advisory fee, before then.

3. Scope of services

We act in a fiduciary capacity towards you at all times. Within the activities the IA Regulations permit, we provide:

• Your Investment Policy Statement. From your answers to our detailed questionnaire, we work out your risk profile (your capacity to take risk and your tolerance of it) and a plan: a target asset allocation with bands, the monthly investment (SIP) for each goal, limits for single holdings, and the investments you asked us to avoid. Your IPS also includes a financial plan (insurance cover, tax regime, will and nominees). Your accepted IPS is the financial plan agreed with you under this Agreement and forms part of it. Your IPS states your total assets under advice as one figure (the SEBI-regulated securities in section 5.2 that your plan covers, such as mutual funds, ETFs, listed shares and Sovereign Gold Bonds traded on a stock exchange, valued on the date you accept) and the period over which money is to be invested (each goal's target year, the SIP for each goal and how long it runs, and the schedule for investing any lump sum), together with your asset allocation and your risk profile. Your assets under advice is one total figure, not a list of your individual holdings.
• Holdings against your plan. Where you have connected your investments, we compare them with your IPS and point out holdings that are over a limit, in an area you asked to avoid, outside India against your rule, or riskier than your profile.
• Advice in chat. The FinSharpe assistant in the app answers your questions about your investments using your accepted IPS. It does not recommend an investment that does not suit your accepted IPS. If you ask about one, it gives you information about it and tells you plainly how it conflicts with your IPS and why; that information is not a recommendation.
• Reviews. Reviews are required, not optional. We remind you in the app when your review is due, at the cadence you chose (quarterly, half-yearly or yearly, so at least every 12 months), and whenever your answers change; section 5.1 ("Ongoing") says what happens if a review is overdue.
• How long things take. A person associated with the investment advice replies to your written question within 2 business days, and before you accept if you asked before accepting. You get your copy of the signed Agreement, your IPS and the Investor Charter when you accept, before any advice under this Agreement (section 2). We send your accepted IPS and plan for a new adviser (section 10) or to your nominee or legal representative (section 20) within 7 calendar days of the request. We give notice of an amendment (section 8) or of a change in our use of AI (section 5.5) at least 30 days before it applies. Grievances: within 21 calendar days (section 22).

What we do not do. We do not execute trades, hold your money or securities, manage a portfolio for you, distribute or sell any product, or give trading calls. We do not seek a power of attorney (section 14).

Before you accept, and after this Agreement ends. This Agreement does not apply; your use of the app is governed by the Terms of Use.

Services as they are released. This section lists only the services that are live when you accept. We add other services only by an amendment, with notice (section 8).

4. Our functions and duties

FinSharpe, its Principal Officer and every person associated with the investment advice will:

• (a) comply with the IA Regulations and SEBI's rules, circulars and notifications under them, as amended from time to time, and the Investor Charter for Investment Advisers;
• (b) meet the eligibility criteria under the IA Regulations at all times;
• (c) assess your risk as described in section 5, covering your risk capacity and your risk aversion;
• (d) report to you on your potential and current investments through your IPS, its plan view and holdings against your plan;
• (e) maintain records as section 16 describes: your KYC, your risk assessment, our analysis of the advice and its suitability for you, this Agreement, the related books of account, and a register of clients with the dated advice and its rationale;
• (f) have our compliance with the IA Regulations audited every year, as the IA Regulations require;
• (g) abide by the Code of Conduct in the Third Schedule of the IA Regulations;
• (h) show our name as registered with SEBI, our logo, our registration number, our complete address with telephone numbers, our Compliance Officer's and Grievance Officer's names, telephone numbers and email addresses, and SEBI's disclaimer prominently on every statement, report or other correspondence with you, including your IPS PDF, the plan view and holdings-against-your-plan reports in the app, review reminders, our emails and our replies to complaints.

5. Investment objective, risk profile and how we advise

5.1 Risk profiling and suitability

• Your information. To advise you, we need your financial details: income, expenses, loans, existing investments, goals and your answers about risk. Please answer fully and truthfully, and tell us when they change (Schedule 1, item 9).
• How your profile is worked out. We use FinSharpe's IPS planning methodology, an approved, written method signed off by our Principal Officer. It is applied the same way to every client: under one methodology version, the same answers and connected data always give the same profile and plan. A later version may give a different result (section 8). We do not review each IPS by hand. Unusual cases are flagged, and FinSharpe staff review each flagged IPS in our administration tools within 5 business days. Meanwhile you keep receiving advice under your accepted IPS. If the review finds your IPS unsuitable for you, we ask you to review it and accept it again. Your IPS names the methodology version used.
• Its limits. The methodology works only from your answers and the data you connect. It cannot know what you do not tell us, and its assumptions about returns, inflation and risk (shown in your IPS under "Assumptions we used") are estimates, not promises. If your answers are incomplete, it does not fill the gap with a default; it asks.
• Your consent to your profile. We show you your risk profile before you accept. Accepting this Agreement and your IPS is your consent to that profile, and we send it to your registered email address with your copy.
• Ongoing. We must keep your information and risk profile up to date. Our advice follows your accepted IPS. When you tell us your answers have changed, a review falls due, or we release a material methodology change (section 8), we ask you to review and accept an updated IPS. Your accepted IPS stays in force until you accept a new one, subject to this: if a review is overdue by more than 30 days, we tell you in the app and with each chat answer that your plan may be out of date.

5.2 What we advise on

• Securities. Listed shares; mutual funds (equity, debt, hybrid, index, international fund-of-funds and ELSS); exchange-traded funds (including gold ETFs); gold mutual funds; Sovereign Gold Bonds traded on a stock exchange; government and corporate bonds; REITs and InvITs. We do not advise on futures, options or other derivatives, AIF or PMS units, or unlisted securities. Wherever available, we advise direct plans and direct codes (no commission) and direct implementation only.
• Your restrictions. The industries you ask to avoid, your rule on investing outside India, and any other limits you set in your IPS.
• Products outside SEBI's purview. Your financial plan also covers things SEBI does not regulate: insurance cover, choice of income-tax regime, bank and post-office deposits, physical or digital gold, real estate, PPF, EPF, NPS and other small-savings schemes, a will and nominees. Gold ETFs and gold funds, Sovereign Gold Bonds traded on a stock exchange, REITs, InvITs and ELSS are securities and are covered above. See section 5.4.

5.3 Tax

• Tax when you act on our advice. Acting on our advice can have tax consequences. Selling or switching an investment can attract capital-gains tax (short-term or long-term, depending on the asset and how long you held it), securities transaction tax and the fund's exit load. This includes moving from a regular plan to the direct plan of the same fund, which is a sale and a fresh purchase, trimming a holding over your limit, leaving an area you asked to avoid, and rebalancing to your bands. Some investments, such as international fund-of-funds and gold ETFs, are taxed differently from Indian equity funds. Where our advice suggests a sale or switch, we tell you that tax and exit loads may apply.
• Tax in your financial plan. Your IPS may show the tax effect of a choice, for example the old versus the new tax regime. It is based on the rules in force when your IPS was made and on your answers. It is not tax advice for filing, and tax rules change. Check with a tax professional before you act.
• We charge no advisory fee, so no tax is charged to you on an advisory fee.

5.4 Products not regulated by SEBI

Investment advice related only to securities falls under the purview of SEBI. By accepting this Agreement, you also declare and undertake that:

"I understand that insurance, bank and post-office deposits, PPF, EPF and NPS, real estate, unlisted products and the other products and services in my financial plan that are not securities (including choice of income-tax regime, physical or digital gold, wills and nominations), and FinSharpe's services in respect of them, do not come under the regulatory purview of SEBI; that FinSharpe's advice on them is general guidance only; and that no recourse is available to me with SEBI for grievances related to them. This does not apply to advice on securities, including gold ETFs, gold mutual funds, Sovereign Gold Bonds traded on a stock exchange, REITs, InvITs and ELSS, which remains under SEBI's purview."

5.5 Use of artificial intelligence

We disclose the extent of our use of AI tools at the start of this Agreement, and we will tell you again whenever it changes.

• Your risk profile and plan are computed by our methodology as fixed rules on our servers. No AI model decides your profile, your allocation or your plan.
• The chat assistant uses AI models from third-party providers (named in our Privacy Policy) to write its answers, and other AI models check every message before it is answered and check answers against their sources. It is given a summary of your accepted IPS with every question, can read your full plan when a question needs it, and is instructed to keep to your IPS and to state any conflict with it. No person reviews a chat answer before you see it.
• Other AI in the app. Some lines on the portfolio screens and on alerts are written by AI models from your connected holdings, as our Privacy Policy describes.
• Changes. We will tell you before we change the role AI plays in our advice, for example a new kind of model or a new place it is used.
• AI can be wrong. An answer can be incomplete or mistaken even when it cites a source. Check important facts, and ask a person (see "How to ask a person") before acting on anything you are unsure of.
• Our responsibility. Whatever the extent of our use of AI tools, FinSharpe is solely responsible for the security, confidentiality and integrity of your data, for the data used to reach our advice, for advice based on the output of AI tools, and for compliance with the law. We do not pass that responsibility to an AI provider or to you.

6. Risk factors

Investment in securities market are subject to market risks. Read all the related documents carefully before investing. In particular:

• Market risk. The value of shares, funds and ETFs goes up and down, sometimes sharply, and you can lose part or all of what you invest.
• Equity and small-company risk. Shares, especially of smaller companies, can be volatile and hard to sell.
• Interest-rate and credit risk. Debt funds and bonds fall in value when interest rates rise, and an issuer can fail to pay.
• Liquidity risk. Some investments cannot be sold quickly at a fair price.
• Concentration risk. Holding too much in one company, sector or fund magnifies losses.
• Currency and foreign-market risk. Investments outside India also move with exchange rates and foreign markets and laws.
• Inflation risk. Returns may not keep up with the cost of your goals.
• Model and data risk. Your plan rests on assumptions and on the data you give and connect; if they are wrong or out of date, the plan may not suit you.
• AI risk. Chat answers can be wrong (section 5.5).

Risks of each type of investment we advise on:

• Listed shares: company-specific risk (results, governance, fraud), sector risk, trading halts or delisting, and the higher volatility and lower liquidity of small and mid-sized companies.
• Equity mutual funds: the NAV moves with the market; the fund manager's choices may underperform; the expense ratio reduces returns; an exit load or lock-in can apply (for example 3 years for ELSS).
• Debt mutual funds and bonds: interest-rate risk, credit and default risk (including downgrades and side-pocketing), and liquidity risk in stressed markets.
• Hybrid funds: the equity and debt risks above, in proportions that can change.
• ETFs and index funds: tracking error (the return can differ from the index's); ETF units can trade thinly, at a price different from their NAV.
• International funds and fund-of-funds: currency and foreign-market risk; overseas-investment limits can stop a fund taking new money.
• Gold ETFs and gold funds: gold prices can fall for long periods, and the price in rupees also moves with the exchange rate.
• REITs and InvITs: distributions vary and are not assured; prices move with property and infrastructure markets, interest rates and the underlying assets' income. Products outside SEBI's purview that your plan may cover (section 5.4): bank deposits carry the bank's credit risk and reinvestment risk, and deposit insurance covers only up to ₹5 lakh per depositor per bank; physical gold carries price, purity and storage risk, and digital gold is sold on platforms no financial regulator oversees; directly held property is illiquid and concentrated; PPF, EPF and small-savings schemes have lock-ins, and the government can change their interest rates; insurance cover can lapse, or a claim can be refused, if premiums are missed or disclosures are incomplete.

Complex or high-risk products. Before we recommend a complex or high-risk product, we give you a specific caution notice, and we recommend it only if it suits your experience, knowledge, objectives, risk appetite and capacity for absorbing loss.

• Past performance does not indicate future results. Figures such as returns and projections are calculations, not promises.

7. Validity

There is no minimum period. This Agreement continues until it is ended under section 9, and needs no renewal. Your IPS is reviewed at the cadence you choose (section 3, "Reviews").

8. Amendments

• This Agreement may be amended by mutual written consent of the parties.
• Changes to this Agreement. If we want to change its terms, we will show you the new version in the app and email you, and it applies to you only once you accept it in the same way as this one. Until then, this version stays in force.
• Our methodology. We release new versions of our IPS planning methodology, each tagged minor or material. A methodology release does not change this Agreement. Your accepted IPS keeps the version it was made under until your next edit or review. After a material release, we ask you to review and accept an updated IPS, and section 5.1 ("Ongoing") applies until you do.
• Fees. We will introduce an advisory fee only by an amendment you accept (Schedule 2). Credits for chat are governed by the Terms of Use (section 17).

9. Termination

This Agreement may be terminated:

• (a) voluntarily or mandatorily by FinSharpe;
• (b) voluntarily or mandatorily by you;
• (c) on suspension or cancellation of FinSharpe's registration by SEBI;
• (d) on any other action taken by another regulatory body or Government authority.

Notice. For a voluntary termination, you give us 30 days' prior written notice, and we give you 30 days' prior written notice. You give notice by email to info@finsharpe.com. Deleting your account also counts as your notice: it ends this Agreement at once, and by deleting your account you waive the 30-day notice period. FinSharpe still gives you 30 days' notice when it ends this Agreement voluntarily.

Suspension. If SEBI suspends our certificate of registration, we will tell you, and you may terminate this Agreement at once.

10. What happens on amendment, termination or assignment

• Fees. You have paid no advisory fee, so nothing is set off or refunded. Credits are governed by the Terms of Use.
• Advice in progress. From the end date we give no further advice under this Agreement, and your use of the app is governed by the Terms of Use. Any recommendation already given stays yours to act on or not.
• Your records. Before the end date you can download your accepted IPS. We keep the records in section 16 for the period stated there.
• Transition. On request, we will send you your accepted IPS and its plan so another adviser can take over, within the time in section 3.
• Assignment. We will not assign this Agreement without your consent, except as the law requires.

11. Related parties

FinSharpe carries on its activities independently, at arm's length from its related parties. We will disclose any conflict with a related party to you as and when it arises.

12. Other activities

FinSharpe, a non-individual Investment Adviser, represents that:

• (a) it shall not provide any distribution services, for securities and investment products, either directly or through its group, to an advisory client; and
• (b) it shall not provide investment advisory services, for securities and investment products, either directly or through its group, to a distribution client.

13. Your consent before any action

We will take all consents and permissions from you before taking any action in relation to the securities or investment products we advise. We cannot execute any trade for you (Schedule 1, item 5).

14. No power of attorney

FinSharpe shall not seek any power of attorney or authorisation from you to implement investment advice. If you connect your accounts through an RBI-regulated Account Aggregator, that consent lets us read your holdings and balances to advise you; it does not let us act on them, and you can withdraw it at any time. You create that consent and you control it.

15. Conflicts of interest

• We will disclose all conflicts of interest as and when they arise, and we will not derive any direct or indirect benefit from your securities or investment products.
• How we are paid. We charge you no separate advisory fee under this Agreement. Using chat and research reports consumes credits under the Terms of Use, and paid credits may be introduced later. We receive no commission, referral fee or other benefit from anyone for any product we advise.
• Our people's holdings. Persons associated with FinSharpe may, in their personal capacity, hold securities that appear in our advice. Those holdings play no part in the advice we give you.
• Our other activities. FinSharpe also publishes market information, research and analytics in the app. Strategies shown in the app are FinSharpe's own research and earn us nothing from anyone else.

16. Your data, confidentiality and records

• Confidentiality. We keep your information confidential. We disclose it only with your consent, or where the law or a regulator requires it. By accepting this Agreement you permit us to share your IPS, the holdings you connect and your chat messages with the service providers named in our Privacy Policy (including AI providers, some outside India), only to provide the services under this Agreement; they may not use your data for any other purpose. How we collect, use, share and keep your data is in our Privacy Policy.
• Records we keep. As the IA Regulations require: your KYC, your risk profile and its assessment, the suitability of our advice, this Agreement and the evidence of your acceptance, each version of your IPS, the advice we give you with its date and rationale, and our communications with you.
• For how long. At least 5 years from the date this Agreement ends, in physical or electronic form, and longer while any dispute is pending or SEBI directs. These records are kept even if you end this Agreement or delete your account.
• KYC. We will complete your KYC, including your PAN, when we introduce Aadhaar eSign (section 2), and we will ask you for it then.

17. Fees and billing

• (a) The advisory fee for the services under this Agreement is Nil (₹0), as Schedule 2 sets out: there is no advisory fee amount, mode, periodicity, advance or bill, and no receipt is issued for one.
• (b) Credits. Clients are not exempt from credit metering. Using chat, including for advice under this Agreement, consumes credits as section 6 of the Terms of Use describes, and chat pauses while your balance is at or below zero until credits are added. Paid credits may be introduced later.
• (c) If an advisory fee is ever introduced by an amendment you accept, it will be paid only through a mode that shows the traceability of funds (account payee cheque, demand draft, NEFT, RTGS, IMPS, UPI or another mode SEBI specifies), never in cash.

18. Liability

The Investment Adviser shall not incur any liability by reason of any loss, which a client may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or underperformance of the securities/funds or any other market conditions.

Nothing in this Agreement limits FinSharpe's responsibility under the IA Regulations, including for advice based on the output of AI tools (section 5.5).

19. Representations and covenants

FinSharpe represents that:

• it holds a valid SEBI registration as an Investment Adviser and is enlisted with BSE Limited as stated under "Who we are";
• its Principal Officer and every person associated with the investment advice hold the qualifications and the NISM Series X-A and Series X-B Investment Adviser certifications that the IA Regulations require, and FinSharpe keeps those certifications valid;
• it has received all approvals and consents needed to provide the services (regulatory, statutory, third-party and corporate);

and covenants to maintain them for as long as this Agreement lasts. FinSharpe will tell you if any of them lapses.

20. Your death or disability

• Death. On proof of your death, this Agreement ends and we give no further advice. Your nominee or legal representative can ask us, at info@finsharpe.com, for a copy of your accepted IPS, which we send within the time in section 3. Records are kept as section 16 says.
• Disability. If you lose the capacity to manage your affairs, this Agreement ends when your legal representative tells us. Your legal representative may enter a new agreement on your behalf if the law allows.

21. Disputes and arbitration

• Good faith. Neither party is liable for anything done in good faith under this Agreement and in accordance with the IA Regulations, except as the law provides.
• Grievances first. Raise any complaint as section 22 describes.
• Online dispute resolution. If a dispute is not resolved, you may take it to online conciliation and arbitration on SEBI's Online Dispute Resolution Portal (Smart ODR, https://smartodr.in) under SEBI's circulars on online resolution of disputes, as amended from time to time; that route forms part of this Agreement. FinSharpe may take a dispute to Smart ODR only after giving you at least 15 calendar days' notice to resolve it. Proceedings are held online, and their seat and venue is the place where you permanently reside. FinSharpe bears the conciliation fees and will not pass them to you; other fees apply as SEBI's ODR circular sets out.
• Governing law. This Agreement is governed by the laws of India. Subject to the routes above, and to the seat of any Smart ODR proceeding being where you reside, the courts at Pune have jurisdiction.

22. Grievances

We resolve your grievances within the timelines SEBI specifies: no later than 21 calendar days from receiving your complaint. Every reply we send to a complaint tells you that SCORES and Smart ODR are available.

1. Write to us. Contact our Grievance Officer at info@finsharpe.com or +91 7028004994, or see our Complaint Redressal page. Whichever level you escalate to within FinSharpe, we resolve your grievance within 21 calendar days of first receiving it.
2. SCORES. If you are not satisfied with our resolution, lodge your grievance on SEBI's SCORES 2.0 platform at https://scores.sebi.gov.in, where it is reviewed first by the IAASB (BSE) and then by SEBI.
3. Smart ODR. If you remain dissatisfied with the outcome of the SCORES complaint, you may use Online Dispute Resolution through the Smart ODR portal at https://smartodr.in.

Our Investor Charter sets out your rights and our duties, and our monthly complaints data is on the same page.

23. Severability

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

24. Force majeure

The Investment Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

25. Miscellaneous

• Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof, including signing this Agreement again by Aadhaar eSign when we offer it (section 2).
• Order of precedence. For the services under this Agreement, this Agreement prevails over the Terms of Use, and these parts of the Terms of Use do not apply to those services: section 13 (Limitation of liability), section 14 (Indemnity), and sections 3 and 10 to the extent they let chat or features be limited, suspended or withdrawn, except that section 6 of the Terms of Use (credits) applies to chat, so chat pauses while your balance is at or below zero (section 17). Apart from that, we reduce or withdraw the services in section 3 only by an amendment you accept (section 8) or by ending this Agreement on notice (section 9). A change to the Terms of Use does not change this Agreement. Nothing in this Agreement or the Terms of Use dilutes the IA Regulations, SEBI's circulars or the Investor Charter, and where they conflict, those prevail.
• Notices. We send notices to your registered email address and in the app. Please keep your email address and mobile number up to date (Schedule 1, item 14). You send notices to info@finsharpe.com or to our registered office.

Schedule 1: Most Important Terms and Conditions (MITC) for Investment Advisers

[Forming part of the Investment Advisory Agreement]

1. The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client's behalf.

2. The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.

3. 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 IA.

4. Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to the client with SEBI for grievances related to such products/services or services of IA in respect of such products/services.

5. This agreement is for the investment advisory services provided by the IA and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent.

6. The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients).

   Note: (i) The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client. (ii) The IA may change the fee mode at any time with the client's consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client. (iii) The fee limits do not include statutory charges. (iv) The fee limits apply only for investment advice related to securities under purview of SEBI. (v) The fee limits do not apply to a non-individual client / accredited investor.

7. IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is maximum one year. In case of premature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. However, IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.

8. Fees to IA 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 IAASB).

9. The IA is expected to know the client's financial details for providing services. Hence, the client is required to share the financial information (e.g. income, existing investments, liabilities, etc.) with the IA.

10. The IA is required to carry out the client's risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided will be in line with the assessed risk profile. IA shall also communicate the assessed risk profile to the client.

11. As part of conflict of interest management, the client or the client's family members will not be provided any distribution services by IA or any of its group entity/ family members. IA shall, wherever available, advice direct plans (non-commission based) of products only.

    The IA shall endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.

12. For any grievances,

    Step 1: The client should first contact the IA using the details on its website or following contact details: Grievance Officer, Sabir Bakir Jana, info@finsharpe.com, +91 7028004994; Complaint Redressal page at https://finsharpe.com/compliance.

    Step 2 : If the resolution provided by IA is unsatisfactory, the client can lodge grievances through SEBI's SCORES platform at www.scores.sebi.gov.in

    Step 3: If the client remains dissatisfied with the outcome of the SCORES complaint, the client may consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in

13. The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of IA or assure returns to the client.

14. Clients are required to keep contact details, including email id and mobile number/s updated with the IA at all times.

15. The IA 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 IA.

Schedule 2: Fee schedule