Terms and Conditions

📋 1. INTRODUCTION

1.1. Parties

Research Analyst (hereinafter referred to as “RA,” “We,” “Our,” or “Us”)

Registered with the Securities and Exchange Board of India (SEBI) under Registration No. INH000021924

Name: Joshi Nirav Bharatkumar Proprietor of Kutch Capital Research

Client (“You,” “Your” or “User”)

Any individual or organization that subscribes to or avails our research services, subject to the eligibility requirements mentioned in this document and applicable Indian laws.

🎯 2. OBJECTIVE & REGULATORY BASIS

These Terms & Conditions (“T&C”) outline the framework under which Clients may subscribe to or use our research services (“Services”), delivered through our website, mobile applications, or other digital/technology platforms managed directly by us or through service partners.

This document incorporates the mandatory provisions specified in the SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2025/004 dated January 8, 2025, along with relevant amendments to the SEBI (Research Analyst) Regulations, 2014.

If there is any inconsistency between these T&C and SEBI-issued regulations, rules, or circulars, the latter will override these provisions.

📖 3. KEY DEFINITIONS

• Client/User: Any eligible person or entity that registers with the RA and accepts these terms to use the Services.
• Services: Research reports, recommendations, model portfolios, market analyses, or related communication provided by the RA.
• Digital Platforms: Any online channel such as websites, apps, or other third-party technology platforms used for service delivery.
• KYC (Know Your Customer): Regulatory process prescribed by SEBI (and other applicable authorities) to validate the identity of clients.

🔍 4. SCOPE OF SERVICES

Research-Only, No Trade Execution

Our role is strictly limited to providing research and analysis. We neither place trades on your behalf nor hold your funds. Clients must not expect trade execution or guaranteed returns from us.

Model Portfolio Services

Where applicable, we may share basket recommendations with indicative weightages. These are purely informational in nature and do not assure returns.

We adhere to SEBI’s model portfolio framework as prescribed in the January 2025 circular.

Use of Artificial Intelligence (AI)

If AI-powered tools are used in preparing or supporting our research output, responsibility for accuracy, quality, confidentiality, and security continues to rest with us.

Clients will be informed of the extent of AI involvement whenever services are provided or materially changed.

Market Risk Disclosure

All securities investments involve risk. Historical performance is not a guarantee of future outcomes. The RA does not promise any fixed or risk-free returns.

✅ 5. ELIGIBILITY REQUIREMENTS

Legal Capacity

Clients must be at least 18 years old and legally competent to enter into binding contracts, or be duly incorporated/registered entities under Indian law.

Minors or legally incapacitated individuals are not eligible.

KYC Compliance

Clients must provide full and accurate details to enable KYC verification.

We reserve the right to suspend or terminate services if KYC details are found incomplete, false, or misleading, or if regulatory KYC obligations remain unfulfilled.

👤 6. REGISTRATION & ACCOUNT MANAGEMENT

Registration Process

Clients seeking paid services must complete the registration form, submit mandatory details, and accept these T&C.

We may reject or cancel any registration if the client is ineligible or submits inaccurate details.

Security of Login Credentials

Clients are solely responsible for maintaining the confidentiality of their usernames, passwords, and other account access details. Any misuse caused by negligence or sharing of login credentials shall be the client’s responsibility.

Clients must notify us immediately of any suspected unauthorized access.

Use of Research Content

Our research is meant exclusively for the client’s personal use. Reproduction, distribution, resale, or unauthorized commercial use without written approval is strictly prohibited. Breach of this clause may lead to termination of services and legal action.

💳 7. FEES & PAYMENTS

Maximum Fee for Individual/HUF Clients

In accordance with Regulation 15A of the SEBI RA Regulations and the Circular, fees charged shall not exceed ₹1,51,000 per annum per “family of client.”

For this purpose, “family” means self, spouse, dependent parents, and dependent children.

Taxes and statutory charges are excluded from this cap.

Fees may be revised from time to time in line with SEBI/RAASB notifications or as indexed to inflation.

Fees for Non-Individual/Accredited Investors

Institutions, corporates, and accredited investors are not subject to the above ceiling. Fees for such clients will be mutually decided, ensuring fairness and transparency.

Billing & Accepted Payment Modes

Fees may be collected quarterly, annually, or on another agreed schedule, provided that advance collection does not exceed one year.

Payments may be made via cheque, bank transfer, UPI, or other permitted modes. Cash payments are not allowed.

We may also guide clients regarding the optional Centralised Fee Collection Mechanism (CeFCoM) whenever available.

If the client opts for CeFCoM, payment must be made only through the official CeFCoM portal.

Refund Policy

• If services are terminated prematurely, clients are eligible for a pro-rata refund of unutilized subscription fees.
• Fees are non-refundable where the client provides false/incomplete KYC information.
• Partial-month refunds are generally not offered, except at our discretion or as mandated by SEBI.
• In case of suspension (beyond 60 days) or cancellation of RA registration, unutilized fees will be refunded from the effective date.

For more details, please refer to our official refund policy at: https://kutchcapitalresearch.com/refund-policy/

Renewal of Subscription

The fee disclosed in Annexure A of this T&C (with plan details and RA credentials) is the maximum applicable renewal price. The RA reserves the right to revise renewal fees (within SEBI’s limits) at its sole discretion.

⚖️ 8. MANDATORY TERMS & CONDITIONS (AS PER CIRCULAR ANNEXURE-B)

Below are the minimum mandatory Terms & Conditions required by SEBI. These provisions are integral to Our agreement with You:

Availing the services

By subscribing to or using Our research services, You confirm that the decision has been taken solely at Your discretion. We confirm that all services will be delivered in compliance with the SEBI (Research Analysts) Regulations, 2014, and all other applicable laws and circulars issued from time to time.

Obligations on RA

Both RA and client are bound by the SEBI Act, the SEBI (Research Analysts) Regulations, 2014, and all applicable rules, regulations, circulars, and notifications issued by SEBI or the Government of India, as amended from time to time.

Client Information and KYC

You shall provide complete and accurate KYC details and other required information, together with all supporting documentation as may be required under SEBI/RAASB guidelines.

We will collect, verify, upload, and maintain your KYC information with a SEBI-registered KYC Registration Agency (KRA), as mandated by SEBI from time to time.

Standard Terms of Service

The Client declares the following:

"I/We have read and understood the terms and conditions applicable to a Research Analyst under Regulation 2(1)(u) of the SEBI (Research Analysts) Regulations, 2014, including the fee structure.

I/We are subscribing to the research services for our own benefit and consumption, and any reliance placed on the research report provided by the research analyst shall be as per our own judgment and assessment of the conclusions contained in the research report.

I/We understand that–

1. Any investment made based on the recommendations in the research report are subject to market risks.
2. Recommendations in the research report do not provide any assurance of returns.
3. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.

The RA declares that:

1. We are duly registered with SEBI as an RA pursuant to the SEBI (Research Analysts) Regulations, 2014 and its registration details are:
   • Registration number: INH000021924, Registration date: Jul 16, 2025
   • It has registration and qualifications required to render the services contemplated under the RA Regulations, and the same are valid and subsisting;
   • Research analyst services provided by it do not conflict with or violate any provision of law, rule or regulation, contract, or other instrument to which it is a party or to which any of its property is or may be subject;
   • The maximum fee that may be charged by RA is INR 1,51,000 per annum per family of client. The prescribed maximum fee will be subject to revision, based on announcements/communications from BSE Ltd. (SEBI Recognised Administrative and Supervisory Body) or SEBI;
   • The recommendations provided by RA do not provide any assurance of returns.
   • We are not engaged in any additional professional or business activity, on a whole-time basis or in an executive capacity, which interferes with, influences, or has the potential to interfere with or influence, the independence of my research reports or recommendations.

Consideration and mode of payment

You agree to pay the agreed fees along with applicable statutory charges through permitted modes such as cheque, online transfer, UPI, or any SEBI-recognised mechanism. Cash payments are not allowed.

No services shall be rendered until Your consent to these Terms & Conditions has been received and applicable fees are duly paid.

Risk factors

You acknowledge that investments in securities markets are subject to market risks, including volatility and potential loss of principal. Past performance is not a reliable indicator of future performance. Our research reports and recommendations do not eliminate these risks, nor do they guarantee any returns.

Conflict of interest

We shall comply with SEBI’s regulations and circulars relating to disclosure and mitigation of conflicts of interest. Where applicable, full disclosures will be made in Our research reports or at the time of providing recommendations.

Termination of service and refund of fees

If Our SEBI registration is suspended or cancelled, We shall refund any residual fees on a pro-rata basis for the unexpired portion of the subscription period, calculated from the effective date of suspension/cancellation.

We may also suspend or terminate services in the event of any breach of these Terms & Conditions by You or as otherwise permitted under law.

Grievance redressal and dispute resolution

In case of any grievance (such as non-receipt of a research report, missing pages, or any other deficiency in services), you may reach out to our designated Grievance Officer at kutchcapitalresearch@gmail.com within 7 business days of the issue.

We shall endeavor to resolve such grievances within 7 (seven) working days, or within the timelines as may be prescribed by SEBI under the Research Analyst Regulations from time to time.

If the grievance remains unresolved, you may escalate the matter to SEBI through the SCORES portal (www.scores.sebi.gov.in) or pursue any other dispute resolution mechanism permitted by SEBI, including arbitration.

Additional clauses

Any additional voluntary clauses included by Us shall not conflict with SEBI rules, regulations, or circulars. Any change to such clauses shall be communicated to You with at least 15 days’ prior notice.

Mandatory notice

You are advised to read and follow the Do’s and Don’ts while dealing with Research Analysts, as specified in SEBI Master Circular No. SEBI/HO/MIRSD-PoD-1/P/CIR/2024/49 dated May 21, 2024, or as updated by SEBI from time to time.

Most Important Terms & Conditions (MITC)

• We shall also disclose MITC (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.
• These terms and conditions, and consent thereon are for the research services provided by the Research Analyst (RA) and RA cannot execute/carry out any trade (purchase/sell transaction) on behalf of, the client. Thus, the clients are advised not to permit RA to execute any trade on their behalf.
• The fee charged by RA to the client will be subject to the maximum of amount prescribed by SEBI/ Research Analyst Administration and Supervisory Body (RAASB) from time to time (applicable only for Individual and HUF Clients).
  • The current fee limit is Rs 1,51,000/- per annum per family of client for all research services of the RA.
  • The fee limit does not include statutory charges.
  • The fee limits do not apply to a non-individual client / accredited investor.
• 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 year. In case of pre-mature 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 unexpired period.
• 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 Centralized Fee Collection Mechanism (CeFCoM) managed by BSE Limited (i.e. currently recognized RAASB).
• The RA is required to abide by the applicable regulations/ circulars/ directions specified by SEBI and RAASB from time to time in relation to disclosure and mitigation of any actual or potential conflict of interest. The RA will endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.
• 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.
• The RA cannot guarantee returns, profits, accuracy, or risk-free investments from the use of the RA’s research services. All opinions, projections, estimates of the RA are based on the analysis of available data under certain assumptions as of the date of preparation/publication of research report.
• Any investment made based on recommendations in research reports are subject to market risks, and recommendations 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. Any reliance placed on the research report provided by the RA shall be as per the client’s own judgement and assessment of the conclusions contained in the research report.
• The SEBI registration, Enlistment with RAASB, and NISM certification do not guarantee the performance of the RA or assure any returns to the client.
• For any grievances,
  • Step 1: the client should first contact the RA using the details on its website (Insert My web) or following contact details:
  • Contact Nirav Joshi, Research Analyst – kutchcapitalresearch@gmail.com
  • Step 2: If the resolution is unsatisfactory, the client can also lodge grievances through SEBI’s SCORES platform at www.scores.sebi.gov.in
  • Step 3: The client may also consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in
• Clients are required to keep contact details, including email id and mobile number/s updated with the RA at all times.
• The RA 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 RA.

Optional Centralised Fee Collection Mechanism (CeFCoM)

• If and when made available, we will inform you about the optional Centralised Fee Collection Mechanism (CeFCoM) for Investment Advisers (IA) and Research Analysts (RA) to facilitate fee payments.

📝 9. REPRESENTATIONS & WARRANTIES

• RA's Declarations:
  • The RA declares that it is duly registered under the SEBI (Research Analysts) Regulations, 2014.
  • The RA, including its Principal Officer (if applicable), meets or exceeds the qualification and certification requirements mandated by SEBI or National Institute of Securities Markets ("NISM").
  • The RA's services do not conflict with or violate any law or regulation to which it is subject.
• 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.

🔒 10. CONFIDENTIALITY AND DATA SECURITY

Privacy of client information

We are committed to protecting Your personal and financial information. Your data will not be shared, sold, or disclosed to third parties except:

• where required by law, regulation, or order of a competent authority; or
• to comply with SEBI/RAASB regulatory obligations (such as KYC verification).

We may, however, use anonymized or aggregated data for compliance, analytical, or research purposes, without disclosing individual identities.

Safeguarding client data

We employ reasonable safeguards to secure Your information. However, You acknowledge that data transmitted electronically, including over the internet, may be subject to risks outside Our control. Data transmissions may be unencrypted and routed through multiple networks, for which We cannot guarantee absolute security.

⚠️ 11. LIMITATION OF LIABILITY

No Assured Returns

Our research reports, recommendations, and model portfolios are based on analysis of available information and professional judgment. They do not guarantee profits or assured returns. We shall not be liable for any direct, indirect, incidental, or consequential losses, including loss of profits, resulting from Your reliance on Our research.

Events beyond our control

We shall not be held liable for any failure or delay in performance caused by circumstances beyond Our reasonable control, including but not limited to natural disasters, acts of government, system failures, cyber incidents, power outages, or disruptions in telecommunications.

Reliance on third-party data

Our services may incorporate information sourced from third-party data providers. While We rely on such data in good faith, We do not independently verify or audit all such information. Accordingly, We assume no responsibility for inaccuracies, errors, or omissions in third-party data.

🛡️ 12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Us, including Our officers, employees, representatives, and affiliates, from and against any losses, liabilities, damages, costs, or claims arising from:

• Your breach of these Terms & Conditions or violation of applicable laws;
• Unauthorized, negligent, or fraudulent use of Your account;
• Any third-party claims arising from Your actions or inactions while using Our services.

🚫 13. SUSPENSION AND TERMINATION OF SERVICES

Suspension of services

We may suspend Your access to services, with or without notice, if:

• You breach these Terms & Conditions; or
• We are required to do so under SEBI/regulatory directions.

Termination of agreement

We may terminate this Agreement immediately in the event of:

• Violation of these Terms & Conditions by You;
• Directions issued by SEBI or any competent regulatory authority;
• Non-payment of fees within the prescribed time, including any grace period.

Refunds, where applicable, shall be processed strictly in accordance with Section 7.4 (Refund Policy).

📄 14. MISCELLANEOUS PROVISIONS

Amendments to terms

We reserve the right to amend or update these Terms & Conditions in line with SEBI regulations and circulars. Any material changes will be communicated through Our website, app, or email. Continued use of services after notification shall constitute Your acceptance of the revised Terms.

Validity of remaining provisions

If any provision of this Agreement is held invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.

Governing Law & Jurisdiction

These Terms & Conditions shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the competent courts/tribunals in Bhuj, Gujarat, or as otherwise directed by SEBI.

No partnership or agency

Nothing in these Terms & Conditions shall be construed as creating a partnership, joint venture, or agency relationship between Us and You.

Regulatory and risk disclaimer

• Registration granted by SEBI and certification from NISM do not guarantee the performance of the Research Analyst, nor do they provide any assurance of returns.
• Investments in securities market are subject to market risks. Past performance is not indicative of future results.
• Clients are strongly advised to read all relevant documents carefully and consult a qualified financial advisor to assess suitability before investing.