Terms and conditions for availaing Research Services

RE2P Capital Partners (“Research Analyst” or "RA") is a SEBI-registered research analyst bearing Registration No. INH000025498, enlisted with the Research Analyst Administration and Supervisory Body (RAASB) of BSE Limited, having its Enlistment No. as 7003 (detailed in Schedule 1).

Pursuant to SEBI (Research Analysts) Regulations, 2014, applicable Guidelines, Master Circular and circulars issued thereunder, RA is hereby disclosing below Terms & Conditions and Undertakings:

This document outlines the mandatory terms and conditions governing the relationship between the client (detailed in Schedule 1) and the Research Analyst (RA). By subscribing to or availing of research services provided by the RA, the client confirms their acceptance of these terms and conditions at their sole discretion.

1. Acceptance of Research Services

• 1.1 The client confirms that he/she has elected to subscribe to the research service of the RA at his/her sole discretion.
• 1.2 The Client represents and warrants that he/she is at least 18 years old and all information submitted is true, accurate, and complete while registering with the RA to avail the Services.
• 1.3 The RA confirms that the research services rendered shall be in accordance with the applicable provisions as outlined in the SEBI (Research Analysts) Regulations, 2014 (RA Regulations).

• 2.1 “Client” or “User”: Any person or entity that registers with the RA and agrees to these T&C to avail the services. n. The term "Client" shall also include any person who is authorized to avail of the Services on behalf of the Client with either full rights or limited rights.
• 2.2 “Services”: Includes
  2.2.1 recommendations, research reports, data, model portfolios, or analyses pertaining to Indian-listed securities
  2.2.2 any communications related thereto.
  prepared in compliance with the applicable provisions of the RA Regulations and circulars/guidance issued thereunder, for which clients are paying a fee to the RA.
  
• 2.3 “Digital Platform”: Includes websites, mobile or web applications, or other technology platforms (including third-party service providers) used for delivering the Services.
• 2.4 “KYC”: Know Your Customer—a verification process mandated by SEBI (and other applicable laws) to establish the identity of clients.
• 2.5 “RAASB”: Research Analyst Administration and Supervisory Body
• 2.6 SEBI (Securities and Exchange Board of India) has granted “BSE Limited” recognition under Regulation 14 of the ‘RA Regulations’ for administration and supervision of Research Analysts (‘RAs’) as RAASB for a period of five years starting from July 25, 2024.

• 3.1 Both the RA and the client shall be bound by the SEBI Act, RA Regulations, and all the applicable regulations, rules, and notifications issued by SEBI or the Government of India, as may be in force from time to time.
• 3.2 Use of the Services shall be available only to persons who can enter into legally binding contracts under the Indian Contract Act, 1872, where applicable. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872, including minors, un-discharged insolvents, etc. shall not be eligible to use the Services.

• 4.1 The client agrees to provide complete and accurate information as required by the RA for Know Your Customer (KYC) compliance, including any details as mandated by SEBI or RAASB from time to time.
• 4.2 The RA will collect, store, upload, and verify KYC records in accordance with SEBI guidelines through a KYC Registration Agency (KRA) as specified from time to time.
• 4.3 The Client agrees to keep such information up to date at all times.

• 5.1 By subscribing to the research services, the client confirms the following:
• 5.1.1 “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.”
• 5.1.2 “I/We have undertaken to read and understand all Terms & Conditions, Disclaimer & Disclosure, Investor Charter, and MITC on the website carefully before signing this Agreement."
• 5.1.3 “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.”
• 5.1.4 “I/We understand that –
  5.1.4.1 Any investment made based on the recommendations in the research report is subject to market risk.
  5.1.4.2 Recommendations in the research report do not provide any assurance of returns.
  5.1.4.3 There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report."
  
• 5.2 By agreeing to render the research services, the RA declares the following:
  5.2.1 It is duly registered with SEBI as an RA under the SEBI (Research Analysts) Regulations, 2014 and its registration details are –
  ◦ Registration number- INH000025498
  ◦ Registration date- March 14, 2026
  5.2.2 It has registration and the qualifications required to render the research services as contemplated under the RA Regulations and the same are valid and subsisting;
  5.2.3 The services provided do not conflict with or violate any applicable law or agreement.
  5.2.4 The maximum fee charged by the RA is ₹1.51 lakhs per annum per family of clients.
  5.2.5 Recommendations provided by the RA do not provide any assurance of returns.
  
  
  

• 6.1 The client agrees to pay the fees for the research services as mutually agreed upon, along with applicable statutory charges. The Scope of service and fee details are enclosed as Annexure 1.
• 6.2 The subscription fees shall be paid in advance, provided the advance amount is not more than that for a period one year only, as permitted by SEBI.
• 6.3 Fees shall be payable by way of direct credit to the designated bank account(s) through channels like Net Banking/Debit Card/NEFT/ RTGS/ IMPS/ UPI/ eNACH mandate/ any other acceptable mode as per the RA regulations. Payment may also be processed though payment gateway services opted for by RA from time to time. The fees shall not be accepted in cash.
• 6.4 An Option of payment through SEBI-authorized 'Centralized Fee Collection Mechanism (CeFCoM) is available to every investor. If a client likes to opt for the 'Centralized Fee Collection Mechanism (CeFCoM)’, an email request for the same may be sent to RA for processing of the same.

• 7.1 Clients may renew their subscription by paying a fee as may be applicable at the time of renewing their subscription.
• 7.2 The RA may change the renewal fee at its sole discretion without prior notice to the Client.
• 7.3 The only difference between renewal and a new subscription is that, for renewal, a client does not have to go through the onboarding process.
• 7.4 A client who has successfully completed the onboarding process shall be deemed a renewal client, notwithstanding any discontinuity or lapse in their subscription period.

• 8.1 Any assured/guaranteed/fixed returns schemes or any other schemes of a similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the RA.
• 8.2 The RA cannot and will not guarantee returns, profits, accuracy, or risk-free investments from the use of these services. All opinions, projections, and estimates of the Research Analysts are based on the analysis of available data under certain assumptions as of the date of preparation/publication of a research report.
• 8.3 Any investment made based on recommendations in Research Reports are subject to market risks, and the recommendations do not suggest any assurance of returns. There is no recourse to claim any losses incurred on the investments made based on the recommendations in a research report. Any reliance placed on a research report provided by the RA shall be as per the client’s own judgement and assessment of the conclusions contained in the report.
• 8.4 Investments in securities carry inherent market risks, including potential loss of capital.
• 8.5 The client is expected to take into consideration all the risk factors, including financial conditions, Risk-Return profile, tax consequences, etc. The client is further expected to thoroughly go through the terms and understand in detail the Risk-Return profile before making any investment.
• 8.6 Historical performance of recommendations is not indicative of future returns.
• 8.7 The client must independently assess the suitability of investment decisions based on the research reports provided.
• 8.8 Registration granted by SEBI/BSE and certification from NISM in no way guarantee the performance of the RA (intermediary) or provide any assurance of returns to the clients.
• 8.9 The standard risks associated with investment in securities are as follows:
  • Market Risk or Systematic Risk: It means that clients may experience losses due to factors affecting the overall performance of financial markets and the general economy of the country.
  • Inflation Risk: Inflation risk is also called "purchasing power risk." It is defined as the chance that the cash flows from an investment would lose their value in the future because of a decline in its purchasing power due to inflation.
  • Liquidity Risk: Liquidity risk arises when an investment cannot be bought or sold promptly.
  • Business Risk: It refers to the risk that a business of a company might be affected or may stop its operations due to any unfavourable operational, market, or financial situation.
  • Volatility Risk: Volatility risk can arise as the Companies’ stock prices may fluctuate over time.
  • Currency Risk: It refers to the potential risk of loss from fluctuating foreign exchange rates that an investor may face when he has invested in foreign currency or made foreign-currency-traded investments.
• 8.10 The client acknowledges and confirms that the client understands that the model portfolios and research services provided by RA are high-risk, highly concentrated model portfolios with expected drawdowns of 40% or more.

• 9.1 The RA shall comply with all the applicable regulations/ circulars/ directions as specified by SEBI from time to time in relation to disclosure and mitigation of any actual or potential conflicts of interest.
• 9.2 Any actual or potential conflict of interest will be disclosed transparently to the client as and when identified. Disclosures with respect to material information of the RA are described in Annexure 2.

• 10.1 The RA reserves the right to suspend or terminate services in the event of suspension or cancellation of their SEBI registration and
• 10.2 In case of cancellation of SEBI Registration, RA shall refund the pro-rata fees for the remaining subscription period to the client on suspension or termination of services.
• 10.3 In case of Suspension of certificate of registration for more than 60 (sixty) days, RA shall refund the pro-rata fees for the remaining subscription period to the client on suspension or termination of services.
• 10.4 Remaining subscription period shall be the period from the effective date of cancellation/ suspension to the end of the subscription period.
• 10.5 The Services may be terminated by the Client if the Research Analyst (RA) fails to provide the research recommendations. However, the Client cannot terminate the Agreement solely based on not achieving the desired returns or incurring losses from trading on the recommendations or not having utilized the recommendations.

• 11.1 Clients may escalate grievances related to deficiencies in services as mentioned below to the RA's designated person.
  
• 11.1.1 Non-receipt of research report, or
• 11.1.2 Missing pages or inability to download the entire report, or
• 11.1.3 Any other deficiency in the research services provided by RA
• 11.1.4 Contact details of the designated person for escalation of grievances are as below:
• 11.1.5 Name: Pappu Uma Maheswara Rao
  
• 11.1.6 Email: compliance@re2p.com
  
• 11.1.7 RA shall redress grievances of the client in a timely and transparent manner.
  
• 11.2 RA shall resolve grievances within seven business working days or as specified by SEBI under RA Regulations.
  11.2.1 In case you are not satisfied with our response, you can lodge your grievance with SEBI at https://scores.sebi.gov.in/ or you may also write to any of the offices of SEBI. SCORES may be accessed thorough SCORES mobile application as well, same can be downloaded from below link:
  https://play.google.com/store/apps/details?id=com.ionicframework.sebi236330
  11.2.2 Disputes between the RA and the client may be resolved through arbitration or any other modes or mechanism as specified by SEBI from time to time.
  11.2.3 ODR Portal could be accessed, if unsatisfied with the response. Your attention is drawn to the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, on “Online Resolution of Disputes in the Indian Securities Market”. A common Online Dispute Resolution Portal (“ODR Portal”) which harnesses conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established. ODR Portal can be accessed via the following link - https://smartodr.in/

• 12.1 All research reports and related information are confidential and intended solely for the subscriber. Unauthorized distribution, reproduction, or use of these materials is strictly prohibited. Clients must independently assess all recommendations, and the Research Analyst assumes no responsibility for any losses incurred.
• 12.2 The Client acknowledges that all model portfolios, investment recommendations, research reports, investment strategies, methodologies, asset allocation frameworks, performance data, and all related materials provided by the Research Analyst ("RA") are confidential and proprietary information belonging exclusively to the RA. The Client shall use such information solely for personal purposes and shall not, directly or indirectly, disclose, share, reproduce, distribute, publish, transmit, upload, commercialize, or otherwise make such information available to any third party or public/private platform without the RA's prior written consent. All intellectual property and ownership rights in such information shall remain vested with the RA, and any unauthorized use or disclosure shall constitute a material breach of this Agreement, entitling the RA to suspend or terminate services and pursue all remedies available under applicable law.

• 16.1 The Services as provided by the RA shall not be construed to be solicitation of an investment. The decisions of the Client with respect to their investments shall be done basis their risk appetite and risk tolerance levels and the Services shall be utilized as one of the variables to make investment decisions. It is abundantly clarified by the RA that past returns are not indicative of guaranteed future returns and the Services rendered always remain subject to market risk.
• 16.2 The information as provided on the Website and/or Digital Medium, which includes index value, return numbers and rationale are for informational and illustration purposes only and are only provided by RA when the client requests for the same. These metrics shall not be relied upon by the Client in any form or manner and should not be considered as advertisement or solicitation. Any graphical representations, including charts, performance numbers etc. are calculated vide standard methodology and do not include the impact of transaction fee and other related costs, unless specifically mentioned.
• 16.3 The data used by the RA in the methodologies for calculations as stated above are obtained from third-party providers and such data is not authenticated, validated nor audited by the RA and the RA shall not be liable for any deficiencies with respect to such data and the Services provided basis the same.

• 17.1 Privacy of Client Data
  We respect Your privacy and will not share or disclose Your personal data except as required by law or to fulfil regulatory obligations (e.g., KYC checks). However, we may share aggregated or anonymized data for research or compliance purposes, without revealing individual identities.
• 17.2 Security of Client Data
  While We endeavour to protect data transmissions, we cannot guarantee the complete security of data over the internet. Subject to the provisions stated herein and as specified by the RA from time to time, the Client will not hold the RA liable in case of any improper/fraudulent/unauthorized/ duplicate/erroneous use of the Client’s mobile and/or the web-based access. The RA will also not be liable for any consequences connected with the use/ misuse of the Client's mobile/ email account by any third party. If any third parties gain access to the Services, the Client will be responsible and shall indemnify the RA against any liability, costs or damages arising out of such misuse / use by third parties based upon or relating to such access and use, or otherwise.
  The Client shall be fully and solely liable for:
  17.2.1 any unauthorised use of his mobile/ email account; and/or
  17.2.2 all authorised transactions on his mobile/email account.
  The Client understands that the Client’s content and data may be transferred unencrypted and involve:
  17.2.3 (a)Transmissions over various networks; and
  17.2.4 Changes to conform and adapt to technical requirements of connecting networks or devices.
• 17.3 Disclosure of Client Information
  The RA may access, preserve and disclose any of Client’s information if required to do so by law, or if the RA believes in good faith that it is reasonably necessary to:
  17.3.1 respond to claims asserted against the RA or to comply with the legal process,
  17.3.2 for fraud prevention, risk assessment, investigation, Client support, product development and debugging purposes, or 17.3.3 protect the rights, property or safety of the RA, its clients or members of the public.
  The RA may further engage agents and / or third-party vendors/partners for carrying out the acts (to the extent permissible under applicable law) in relation to rendering its Services. The Client consents to the sharing of their information with such authorized agents and/or third-party vendors/partners engaged by the RA from time to time.

• 18.1 The Client agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Website and/or our services; (3) breach of these Terms and Conditions ; (4) any breach of your representations and warranties set forth in these Terms and Conditions (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Website with whom you connected via the Website.
• 18.2 Notwithstanding the foregoing, RA reserve the right, at your expense, to assume he exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify

• 19.1 Neither client and research provider shall be liable for any failure to perform any of its obligations under this terms & conditions 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.
• 19.2 “Force Majeure Event” includes any event due to any cause beyond the reasonable control of either party including, without limitation, unavailability of any communication system including Internet, breach or virus in the processes or payment mechanism, pandemic, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to computer data and storage devices, computer crashes, breach of security and encryption codes.

• 20.1 The Client acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of the Client’s access to and use of the Website and/or Digital Medium and/or Services, remains with the Client.
• 20.2 The RA shall not be liable with respect to providing or delivering the Services for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, loss of monies pursuant to any of the Services, computer damage or system failure or the cost of substitute services, or in connection with these terms, as a result of the Client’s use of the Website and/or Digital Medium and/or Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the RA has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
• 20.3 The liability of the RA towards the Client shall be limited to the fees as received by the RA for rendering Services to the Client, for a period of 12 preceding months from the date on which the claim in relation to actions of proven fraud, gross negligence, wilful default in connection with discharge of duties of the RA.
• 20.4 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.
• 20.5 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.

• 21.1 The RA name, logo, the names of individual Service(s) and their logos are trademarks of the RA. The Client agrees not to display or use, in any manner, the RA trademarks, without the RA’s prior permission.
• 21.2 We may modify or update these T&C in accordance with SEBI regulations. Notice of material changes will be posted on Our website/app or emailed to You. Continued use of the Services indicates Your acceptance of updated T&C.
• 21.3 If any provision is held invalid by a competent authority, the remaining provisions shall continue in effect.
• 21.4 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 Gurugram, Haryana.
• 21.5 Nothing in these T&C shall be deemed to constitute a partnership, agency, or joint venture between the RA and the client.