Partners - Terms & Conditions

5paisa PARTNER PROGRAM – TERMS & CONDITIONS

1. Introduction

These terms and conditions (“T&Cs”) govern your participation in the 5paisa Partner Program offered by 5paisa Capital Limited (hereinafter referred to as “5paisa” or “the Company”). By enrolling in and continuing your participation in the 5paisa Partner Program, you acknowledge that you have read, understood, and expressly agree to be bound by these T&Cs for the entire duration of your association with 5paisa as a Partner.
Certain provisions of the Program may be subject to modification and/or additional terms and conditions as may be prescribed by 5paisa from time to time. Your continued participation in the Program shall constitute your acceptance of any such modifications or additional terms, which shall be deemed to be incorporated into these T&Cs upon their introduction.
5paisa reserves the right, at its sole discretion, to modify, amend, or supplement these T&Cs at any time. Any such modifications and/or additional / revised terms and conditions applicable to the 5paisa Partner Program will be updated under your login session on the Company’s website. Continued participation in the 5paisa Partner Program following such modifications shall constitute and deemed to be your acceptance of the revised terms and conditions.
You further acknowledge and agree that your participation in the program is subject to all applicable laws, regulations, and guidelines prescribed by the Securities and Exchange Board of India (SEBI) and relevant Stock Exchanges. Any amendments or modifications prescribed or required by SEBI or other regulatory authorities from time to time shall deemed to be incorporated into these T&Cs and shall be binding upon you without the requirement of further notice.

2. Definitions for the 5paisa Partner Program

"Company" or "5paisa" shall mean 5paisa Capital Limited, a company incorporated under the Companies Act, 1956/2013 and registered as a Stock Broker with Securities and Exchange Board of India (SEBI).
"Partner" shall mean any individual or entity having active trading and demat account with 5paisa and who is onboarded under the 5paisa Partner Program of the Company for the purpose of referring prospective clients to open a trading and demat account with the Company.
"Referred Client" shall mean an individual or entity who has been referred by the Partner for the purpose of opening a trading and demat account with the Company.
“Qualified A/c” shall mean Referred client has successfully opened the trading and demat account with company and correct referral code is used by Referred Client.
"5paisa Partner Program" shall mean the official program/platform initiated by the Company wherein Partners are authorized to refer prospective clients for account opening subject to the terms and conditions prescribed by the Company.

3. Eligibility

Participation is open to individuals / entities who meet the eligibility criteria laid down by the Company from time to time and who have completed the necessary registration and documentation process to the Company’s satisfaction through either web portal and/or offline.

The applicant must be at least 18 years of age at the time of registration.
Individuals, proprietorships, partnerships, LLPs, and companies duly incorporated under Indian law are eligible.
Must have valid PAN and Aadhaar (or other government-issued ID) documentation.
Must be an Indian resident with a valid Indian address proof.
Must not have any past adverse regulatory actions, criminal records, or adverse findings by SEBI, Stock Exchanges, RBI, or any other government or regulatory authority.
Should not have been declared insolvent or bankrupt.
Preferably has a basic knowledge of financial markets, stock broking, and regulatory compliance norms.
Prior experience in the financial services industry is preferred but not mandatory.
Participation in the Program is voluntary, and by participating, the Partner acknowledges that their involvement is on a voluntary basis. The Company reserves the right to reject or terminate any Partner's participation at its sole discretion without assigning any reason without any further liability or obligations on the part of Company.

4. Scope of the Partner Program

The Partner shall refer potential clients to the Company through the Company’s Partner Dashboard.
The Partner shall not represent himself/itself as an agent, employee, or authorized representative of the Company.
The Partner shall not offer any investment advice, portfolio management services, or any other services requiring regulatory licensing unless specifically authorized in writing.

5. Other Obligations of the Partner under the 5paisa Partner Program

The Partner deems to understand that by accessing their unique referral URL or code within their 5paisa’s account he/she can refer prospective customers to the Company.
Partner must ensure that the correct referral code is used while referring the customer.
Any Lead received on the 5paisa Partner Dashboard without referral code will not be considered as Qualified A/c.
No exceptions will be made for missed referral code entries.
The Partner agrees and understands that the Referred client must be a new client and not an existing lead or a client of the Company. In case more than one (01) partner refers a person, the partner program benefit will be attributed to Partner whose invite the Referred client has clicked upon and that the discretion of deciding the same shall be subject to the internal control mechanism adopted by the company for deciding under this Program.
The Partner acknowledges that dissolution of their relationship with the Company shall not affect the Company’s agreement with any Referred Clients.
The Partner acknowledges and agrees that no other offers extended by the Company shall be combined with this Program unless expressly stated under the applicable terms and conditions. Accordingly, no claims or complaints regarding non-payment of fees or commissions under any other offer shall be entertained by the Company.
The Partner acknowledges and agrees that they are not authorized to collect any payments, whether in cash or otherwise, on behalf of the Company, nor to issue any receipts in relation thereto.
The Partner agrees that if the Referred Client approaches them with any queries regarding the Company, the Partner shall promptly forward such queries to the Company.
The Partner agrees to conduct themselves with professionalism and decorum at all times, in a manner that does not harm or negatively impact the interests or reputation of the Company.
The Partner agrees not to make any statements, representations, claims, or warranties regarding the Company’s business, the performance of any securities, or the assurance of profits. In the event the Partner is found to have engaged in such practices, the Company reserves the right to take disciplinary or legal action, including withholding any referral fees or commissions payable to the Partner.
The Partner agrees that the Company has the right to audit, monitor, and assess the Partner's performance at any time during the term of this arrangement.
The Partner shall not disclose any information regarding the Referred Client with any third party. The Partner agrees not to disclose, or distribute/share with any third party any information about the Referred Client (which he may have received from the Potential Client or 5paisa) in any manner and Partner shall take all reasonable measures to protect it.
Partner acknowledges that he/she understands that any content shared by the Partner which promotes/markets the Company’s business, products, or services, will be considered as advertisement and such advertisements requires prior approval from the Stock Exchange and 5paisa. Therefore, Partner shall be under an obligation to use only the pre-approved materials received from 5paisa for any sort of advertisement or promotion. A penalty of Rs.50,000/- will be levied by 5paisa to the Partner for any violations of applicable regulations by the Partner.
The Company reserves the right to modify or change any of the Terms and Conditions of the Offer at its sole discretion, without providing any reasons or prior notice. The Company also reserves the right to discontinue the offer at any time, without any prior intimation or justification or cause. The Partner’s acceptance of the T&Cs or continued use of the Platform shall signify their consent and acceptance to such changes and agreement on part of Partner to be legally bound by the same.

• All notices (case-to-case basis) from the Company will be sent via email to the partner’s registered email address or through general notifications on the 5paisa Partner Dashboard.

AND
• Any notice to the Company must be addressed to proclub@5paisa.com and followed by a physical notice in writing in English, delivered to:
Partner Desk – 5paisa Capital Limited,
IIFL House, Sun Infotech Park, Road no. 16V, Plot no. B-23,
MIDC, Thane Industrial Area, Wagle Estate,
Thane, Maharashtra 400 604
The Company's failure to exercise or enforce any right or provision of these Terms and Conditions shall not be considered a waiver of that right or provision.
These T&Cs, along with the Company’s Privacy Policy, or communications published on the 5paisa Partner Platform, and any other agreements between the Partner and the Company, shall constitute the entire agreement between the Partner and the Company regarding the Platform and the Company’s Services. This agreement supersedes any prior agreements between the Partner and the Company related to the Platform and Services.
The Partner shall not assign or transfer these T&Cs, or any rights granted herein, to any third party. The Company may transfer its rights under these T&Cs to any third party without notifying the Partner or seeking their consent.
Notwithstanding anything to the contrary, the Company reserves the right, at its sole discretion and without prior notice, to modify, withdraw, cancel, or invalidate or terminate the 5paisa Partner Program at any time including but not limited to with immediate effect, without providing any reason or offering compensation. Additionally, the Company has the discretion to reject any claims in the event of irregularity, discrepancy, or dispute, and its decision on any such dispute shall be final, conclusive, and binding.
By participating in the Program, the Partner agrees to be bound by the T&Cs of the Program. If the Partner does not agree to or abide by these Terms and Conditions in their entirety, they are not authorized to participate in the Program.
By participating in the Program, the Partner releases the Company, its subsidiaries, affiliates, suppliers, advertising and promotional agencies, and their respective directors, officers, employees, and agents from any and all liability for any loss, harm, damages, costs, or expenses, including, without limitation, property damage, personal injury, or death, arising out of or in connection with the Program and/or the use of any Program rewards.
The Partner understands and agrees that they shall not have the right to raise any complaint or dispute under the investor grievance redressal mechanism of the Securities and Exchange Board of India (SEBI) (SCORES), or through any Investor Service Centre (ISC) or arbitration mechanism of any Stock Exchange.

6. Commission and Payments

The Company will pay the Referral commission to the Partner only for Qualified A/c as defined in clause 2(d) above.
The Partner shall be entitled to commission as per the structure communicated separately by the Company from time to time.
The Company will calculate the commission for Qualified A/cs of previous month, and the payment will be credited to the Partner by the 10th of the following month.
Commissions shall be subject to applicable taxes, statutory deductions, and other compliance requirements.
The Company reserves the right to modify the commission structure at its sole discretion with prior notice.
The Company reserves the right to withhold commissions if any referred client account is found to be fraudulent or in breach of the Company’s or regulatory norms or applicable laws.
In the event of discrepancies, overpayment, or incorrect computation, the Partner upon written demand shall promptly return the excess Commissions to the Company. Failure to return the excess Commission will entitle the Company to adjust the amount from the Partner’s future commissions, without prejudice to the Company’s right to pursue legal remedies for recovery.
Upon your (i.e. partner's) withdrawal from the Partner Program and thereby disassociation with the company (5paisa) as a Partner and as per the terms of enrollment; you / such disassociated partner shall not be eligible or entitled to claim referral benefits for any accounts and / or for any unpaid referral benefits as against any referred and successfully opened accounts during their active enrollment period.
The Program will be discontinued, if the Partner’s 5paisa account is deactivated or closed.

7. Compliance with Laws and Regulations

The Partner shall at all times comply with:

• Applicable laws, regulations, and guidelines issued by SEBI, stock exchanges, and any other regulatory authorities.
• The Company’s internal policies, guidelines, and ethical standards.

Any violation may result in immediate termination of the partnership, followed by appropriate legal action.

8. Confidentiality

The Partner shall maintain strict confidentiality of any information received from the Company or its clients and shall not disclose such information to any third party without prior written consent, except where disclosure is mandated by law.

9. Intellectual Property

The Partner agrees not to use or display the name, logo, or trademark of the Company (or any similar logos or trademarks) in any manner, except as expressly authorized by the Company.
The Partner acknowledges that all intellectual property rights related to 5paisa’s name, logos, and trademarks are solely owned by the Company.
The Partner shall not use the Company’s branding without prior written authorization and shall immediately cease usage upon termination of this association.
The Company reserves all rights not expressly granted in these Terms and Conditions and provides no license except as explicitly stated herein. The Company retains all rights, title, and interest in its Brand Features and the Company’s Site, along with all associated Intellectual Property Rights.

10. Termination

The Company may terminate the Partner or even the entire 5paisa Partner Program with immediate effect without any prior written notice, where the Partner breaches any of these T&Cs and /or if the Partner violates any applicable laws, or regulatory guidelines and /or if continuing such Partnership or program makes the Company non-compliant of any SEBI or Stock Exchange Guidelines/circulars.
Upon termination, the Partner shall cease all promotional activities and return any Company materials.
5paisa reserves the right to discontinue and terminate the Partner Program with immediate effect by providing written notice, if it believes that continuation of the Program would result in non-compliance with any applicable laws, regulations, circulars, notifications, guidelines, or directives issued by regulatory or statutory authorities.
Regulatory Restrictions and Deemed Termination: In the event that any regulatory authority having jurisdiction over the Company, including but not limited to the Securities and Exchange Board of India (SEBI), National Stock Exchange of India (NSE), Bombay Stock Exchange (BSE), Multi Commodity Exchange (MCX), Central Depository Services (India) Limited (CDSL), or any other applicable regulator, issues any circular, notification, order, direction, clarification or any other directive (collectively, “Regulatory Directive”) which imposes a restriction, prohibition, or limitation on the Company’s association with partners, including but not limited to referral or incentive schemes, then this Agreement and the entire association between the Company and the Partner shall stand automatically and immediately terminated with effect from the date such Regulatory Directive becomes effective, without the requirement of any notice or further action by the Company. Upon such deemed termination, the Partner shall be solely and entirely responsible for ensuring compliance with such Regulatory Directive and shall indemnify, defend and hold harmless the Company, its directors, officers, employees and affiliates from and against any claims, penalties, losses, liabilities, costs or expenses (including reasonable legal fees) incurred or suffered by the Company as a result of any non-compliance or violation thereof attributable to the Partner. Further, from the effective date of such deemed termination, the Company shall have no obligation to pay or continue to pay any referral commissions, incentives, or other amounts to the Partner under this Agreement or otherwise.

11. Limitation of Liability:

The Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Partner Program.

12. Indemnity

The Partner agrees to indemnify, defend, and hold harmless the Company, affiliates, directors, officers, and employees from any and all third-party claims, demands, liabilities, costs, or expenses, including attorney's fees, arising out of or related to any breach by the Partner of i) these T&Cs of 5paisa Partner Program; ii)violation of applicable law by the Partner it’s representative; iii) any fraud, misconduct or gross negligence on the part of Partner it’s representative.

The Partner agrees to indemnify and hold harmless the Company, its affiliates, directors, officers, and employees from and against any claims, losses, liabilities, expenses, or damages arising out of the Partner’s breach of these Terms, violation of applicable laws, or misconduct.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, India.

The 5paisa Partner Program shall be governed by arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be Mumbai, Maharashtra, India, and the proceedings shall be conducted in English. Any party dissatisfied with the arbitral award may seek legal recourse exclusively through the courts in Mumbai, Maharashtra, India, which shall have sole and exclusive jurisdiction.
If a court of competent jurisdiction finds any provision of these Terms of Use to be unenforceable, that provision will be enforced to the maximum extent possible to reflect the parties' intent, and the remaining provisions will remain in full force and effect.

DISCLAIMER OF WARRANTIES

THE PARTNER EXPRESSLY UNDERSTANDS AND AGREES THAT:
(A) THE USE OF THE PROGRAM IS AT THEIR SOLE RISK, THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, PROMISES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED PROMISES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
(B) THE COMPANY MAKES AND GIVES NO PROMISE THAT
(I) THE PROGRAM WILL MEET THEIR REQUIREMENTS,
(II) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(III) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE,
(IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY THEM THROUGH THE PROGRAM WILL MEET THEIR EXPECTATIONS, AND

(V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED;
AND
(C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT THEIR OWN DISCRETION AND RISK, AND THEY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

14. Disqualification Conditions

The Company reserves the right, at its sole discretion, to prohibit any Partner from participating in any aspect of the Program if it determines or suspects that the Partner has engaged in, or attempted to engage in, any of the following activities:

Regulatory Violations: If the Partner is found to be in breach of SEBI, Exchange, or any other applicable regulatory authority's laws, rules, or circulars.
Misrepresentation or False Information: Submission of false, misleading, incomplete, or fraudulent information during onboarding or at any time during the association.
Unethical Practices: Engaging in coercive marketing, mis-selling, making unauthorized promises, or misleading prospective clients about the Company’s products or services.
Non-Compliance with Terms: Failure to adhere to the Terms and Conditions of the 5paisa Partner Program or the Referral Policy of the Company.
Criminal Conduct: Manipulating client records or fraudulently referring clients with a known history of unethical, immoral, or criminal conduct or If the Partner is involved in any criminal proceedings or convicted of a criminal offense.
Negative Reputation:
a. Any activity by the Partner that could cause reputational, regulatory, or financial harm to the Company.
b. Damaging, tampering with, or interfering with the proper functioning of the Program
c. Engaging in any activity that, in the sole discretion of the Company, is inconsistent with the objectives and intended operation of the Program
d. The Company reserves the right to terminate this arrangement or withhold payment of any referral fees if the referral partner engages in spam, bulk distribution of invitations, sending invitations to strangers, or any other form of promotion of the 5paisa Partner Program that may constitute or appear to constitute unsolicited commercial emails, SMS messages, or publishing any articles or content about the Company’s products and services.
Conflict of Interest: Promoting competitors’ products/services directly or indirectly without prior written approval from the Company.
Inactive Participation: No active client referrals or engagement for a continuous period as may be defined by the Company (e.g., six months).
Non-Payment of Dues or Fees: If applicable, failure to pay any fees, charges, or dues owed to the Company under the Program.
Violation of Confidentiality: Disclosure or misuse of confidential information or intellectual property of the Company.
Fraudulent Activities:
a. Any fraudulent activity, including but not limited to fake account openings, tampering of records, unauthorized incentives to clients, or any other prohibited activity.
b. The Company shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Program Terms and Conditions or intent of these Program Terms and Conditions.
Other Reasons:
a. Any other reason deemed appropriate by the Company in its sole discretion to protect its interest, clients, or regulatory compliance.
b. If the Company has reason to believe that the Referrer is involved in unauthorized practices, including but not limited to:
i. Making false promises, such as assuring returns on investments;
ii. Being associated with any individual or entity that is non-compliant with applicable securities market laws in India;
iii. Engaging in activities that could potentially result in the Company's non-compliance with applicable rules, regulations, circulars, notifications, guidelines, legislation, or regulatory or statutory orders.

Note: Disqualification shall result in immediate cessation of all rights under the Program, including the withholding or forfeiture of any pending commissions or incentives at the sole discretion of the Company.

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