1. INTRODUCTION
1.1. PARTIES
Research Entity (herein referred to as “RA”)
Registered with the Securities and Exchange Board of India (“SEBI”) under RA Registration No. INH100002250 and Name Hem Securities Limited
Client (herein referred to as “Client”)
The individual or entity subscribing to or availing research services.
Must meet the eligibility requirements set forth herein and under Indian law.
2. PURPOSE
2.1. SCOPE OF TERMS
These Terms & Conditions (“T&C”) govern the Client’s from time to time use or subscription of our research services (“Services”), including any Digital Platforms, or technology solutions that we provide.
2.2. 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”).
In case of conflict between these T&C and any applicable regulations/guidelines issued by SEBI, the SEBI regulations/guidelines shall prevail.
3. DEFINITIONS
3.1. General Definitions
Unless the context otherwise requires, the following definitions apply in this T&C:
“Client”: 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 used for delivering the Services.
“KYC”: Know Your Customer—verification process mandated by SEBI to establish the identity of Clients.
4. SCOPE OF SERVICES
4.1. Research-Only / No Execution
You hereby agree and acknowledge that the RA provides research and analysis only and We do not execute trades on behalf of Clients, hold Clients’ funds, or provide any assured returns.
4.2. Model Portfolios
Where offered our model portfolios are recommendations for basket(s) of securities with weightages. You hereby agree and acknowledge that such recommendations are for informational purposes only and do not guarantee performance or returns.
We shall ensure compliance with the SEBI’s model portfolio guidelines, as outlined in Annexure- A of the Circular.
4.3. Use of Artificial Intelligence (AI)
In an event we use AI tools (in whole or part) to generate or support research outputs, We shall 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).
4.4. No Guarantee of Returns
You hereby agree and acknowledge that all investments carry market risk. Any past performance is not indicative of future returns, and the RA does not assure or promise any specific gain or outcome.
5. ELIGIBILITY
5.1. 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 enter into a contract, you are not permitted to use or subscribe to the Services.
5.2. KYC Compliance
You hereby agree and acknowledge that you shall provide accurate and complete information for the purpose of KYC.
RA shall verify and/or store such KYC in accordance with SEBI regulations.
The RA may terminate or suspend Services if KYC requirements are not met as the applicable regulations or if the information provided is incomplete, false, or misleading.
6. REGISTRATION & ACCOUNTS
6.1. Registration Process
To access our Services, Clients shall complete the registration form, provide all mandatory details, and accept these T&C.
The RA reserves the right to reject or cancel registration any of the information provided by you, is incorrect or if the Client is ineligible to avail the Services under applicable law.
6.2. Security of Credentials
You agree and acknowledge that you shall keep your login information (including but not limited to username, password) confidential. You shall be liable for any unauthorized use of your account resulting from negligence or sharing of your credentials.
You shall notify us immediately if you suspect any breach of your account security.
6.3. Use of Services
You shall not reproduce, distribute, copy, sell, or otherwise exploit our research content without express written consent from the RA.
Any unauthorized use of our services shall constitute grounds for termination of Services and may lead to legal action against you.
7. FEES & PAYMENT CLAUSE
The RA currently provides research services to the Client at no cost. The maximum fee that may be charged by the RA, if applicable, shall be subject to the fee limit prescribed by SEBI/RAASB from time to time.
8. MINIMUM MANDATORY TERMS & CONDITIONS
Below are the minimum mandatory T&C required by the above circular. These provisions are integral to our agreement with you:
8.1 Availing the research services: By accepting delivery of the research service, the client confirms that he/she has elected to subscribe the research service of the RA at his/her sole discretion. RA confirms that research services shall be rendered in accordance with the applicable provisions of the RA Regulations.
8.2 Obligations on RA: RA and client shall be bound by SEBI Act and all the applicable rules and regulations of SEBI, including the RA Regulations and relevant notifications of Government, as may be in force, from time to time.
8.3 Client Information and KYC: The client shall furnish all such details in full as may be required by the RA in its standard form with supporting details, if required, as may be made mandatory by RAASB/SEBI from time to time.
RA shall collect, store, upload and check KYC records of the clients with KYC Registration Agency (KRA) as specified by SEBI from time to time.
8.4 Standard Terms of Service: By agreeing to these Terms and Conditions, the client confirms the following understanding:
“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 research analyst shall be
as per our own judgement and assessment of the conclusions contained in the research report.
I/We understand that –
i. Any investment made based on the recommendations in the research report are subject to market risk.
ii. Recommendations in the research report do not provide any assurance of returns.
iii. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.”
Declaration of the RA that:
i. It is duly registered with SEBI as an RA pursuant to the SEBI (Research Analysts) Regulations, 2014 and its registration details are: (registration number, registration date);
ii. It has registration and qualifications required to render the services contemplated under the RA Regulations, and the same are valid and subsisting;
iii. 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;
iv. The maximum fee that may be charged by RA is ₹1.51 lakhs per annum per family of client.
v. The recommendations provided by RA do not provide any assurance of returns.
8.5 Consideration and mode of payment: The client shall duly pay to RA, the agreed fees for the services that RA renders to the client and statutory charges, as applicable. Such fees and statutory charges shall be payable through the specified manner and mode(s)/ mechanism(s).
8.6 Risk factors: Investment in securities market based on the recommendations in the research report is subject to market risk, read all scheme related documents carefully before investing. Please read the Risk Disclosure Document prescribed by the Stock Exchanges carefully before investing. There is no assurance or guarantee of the returns. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report.
8.7 Conflict of interest: The RA 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. (A statement covering the mandatory disclosures to be added under this clause by the RA.)
8.8 Termination of service and refund of fees: Disclosure that the RA may suspend or terminate rendering of research services to client on account of suspension/ cancellation of registration of RA by SEBI and shall refund the residual
amount to the client.
In case of suspension of certificate of registration of the RA for more than 60 (sixty) days or cancellation of the RA registration, RA shall refund the fees, on a pro rata basis for the period from the effective date of cancellation/ suspension to end of the subscription period.
8.9 Grievance redressal and dispute resolution: Any grievance related to (i) non receipt of research report or (ii) missing pages or inability to download the entire report, or (iii) any other deficiency in the research services provided by RA, shall be escalated promptly by the client to the designated officer Mr. Rohit Sharma at e-mail compliance@hemsecurities.com
The RA shall be responsible to resolve grievances within 7 (seven) business working days or such timelines as may be specified by SEBI under the RA Regulations.
RA shall redress grievances of the client in a timely and transparent manner.
Any dispute between the RA and his client may be resolved through arbitration or through any other modes or mechanism as specified by SEBI from time to time.
8.10 Additional clauses: All additional voluntary clauses added by the RA should not be in contravention with rules/ regulations/ circulars of SEBI. Any changes in such voluntary clauses/document(s) shall be preceded by a notice of 15 days.
8.11 Mandatory notice: Clients shall be requested to go through Do’s and Don’ts while dealing with RA as specified in SEBI master circular no. SEBI/HO/MIRSD-POD 1/P/CIR/2024/49 dated May 21, 2024 or as may be specified by SEBI from time to time.
8.12 Most Important Terms and Conditions (MITC): The terms and conditions shall also include the Most Important Terms and Conditions (MITC) which is standardised by Industry Standards Forum (ISF) in consultation with SEBI and RAASB (Provided in Annexure-A)
“The terms and conditions and the consent thereon are for the research services provided by the RA and RA cannot execute/ carry out any trade (purchase/ sell transaction) on behalf of the client. Thus, you are advised not to permit RA to execute any trade on your behalf.”
8.13 Optional Centralised Fee Collection Mechanism: RA Shall provide the guidance to their clients on an optional ‘Centralised Fee Collection Mechanism for IA and RA’ (CeFCoM) available to them for payment of fees to RA.
9. REPRESENTATIONS & WARRANTIES
9.1. 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.
9.2. 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.
10. CONFIDENTIALITY & DATA PROTECTION
10.1. 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.
10.2. 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.
11. LIMITATION OF LIABILITY
11.1. 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.
11.2. 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.
11.3. 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.
12. INDEMNIFICATION
12.1. Indemnity
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.
13. SUSPENSION & TERMINATION
13.1. 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.
13.2. Termination
We may terminate this Agreement immediately upon:
1. Violation of T&C by you.
2. Directions from SEBI or any competent regulatory authority.
3. Non-payment of applicable fees, where fees are payable under the agreed terms.
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 designated website www.hemsecurities.com/www.hemnxt.com 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 Jaipur 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)
[Forming part of the Terms and Conditions for providing research services]
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 quarter. 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 https://www.hemsecurities.com/Support. 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.
