TERMS AND CONDITIONS FOR DISTRIBUTORS AVAILING OUTBOUND CALLING SERVICES VIATRANSACT ON CALL FACILITY
These terms and conditions (“Terms and Conditions”), executed on the date and place as mentioned in Schedule I here to, are applicable to the distributor/ channel partner,details of which are specified in Schedule I here to, which is empanelled as a distributor of HDFC AMC vide an empanelment agreement (“Empanelment Agreement”) (hereinafter referred to as the “Distributor” which expression shall unless it be repugnant to the context or meaning thereof, shall include its successors);
In favor of: HDFC Asset Management Company Ltd a company within the meaning of the Companies Act, 2013 having its registered office at HDFC House, 2nd Floor, H.T. Parekh Marg, 165-166, Backbay Reclamation, Churchgate, Mumbai 400020, hereinafter referred to as “HDFC AMC” (which term shall unless the content otherwise provides include its successors and assigns).
HDFC AMC provides the facility of receiving Instructions from Investors(Transact on Call Facility :https://www.hdfcfund.com/information/transact-call-inbound-and-outbound-tcs),over call/ IVR through its Authorised Registrar, for undertaking Transactions, to the Distributor(s) (channel partners)registered and empaneled with HDFC AMC.
Accepting these Terms and Conditions is a pre-requisite for availing of the Facility. The Distributor shallread these Terms carefully before using the Facility. By availing of and/or using the Facility the Distributor shall be deemed to have read understood and irrevocably and unconditionally accepted these Terms and have agreed to abide by the same without any limitation or qualification.
1. Definitions and Interpretation
1.1 Definitions
a.) Applicable Law shall mean any act, statute, law, regulation, enactment, ordinance, treaty, rule, judgment, order, award, decree, bye-laws, rule of common law, clearances, directions, directives, guidelines policy, licenses, requirement, or any governmental restriction or condition including any similar form of decision of, or determination, application or execution by, or any interpretation or pronouncement having the force of law of, any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of acceptance these Terms and Conditions or thereafter;
b.) Authorised Registrar means any registrar and share transfer agent with whom the AMC has/proposes to have an arrangement for execution/confirmation of the Transaction orders placed through the channel of the Distributor. As on the date of acceptance of these Terms and Conditions by the Distributor, Computer Age Management Services Pvt. Ltd. (“CAMS”) is the Registrar and Transfer Agent for HDFC AMC;
c.) Business Day means a day as defined in the Scheme Information Document (SID) of the respective schemes of HDFC AMC and shall in all cases exclude: (i) Saturday and Sunday; and (ii) a day on which the banks in Mumbai and New Delhi and the Reserve Bank of India are closed for business / clearing;
d.) “Confidential Information" means all information shared by one party to the other, including products, future products, implementation methodologies, engineering processes, and information relating to business plans, market opportunities and business affairs information about suppliers, Investors (including potential Investors) and clients, and material (whether electronically recorded, in writing or otherwise) including without limitation, any Investor Information;
e.) Feed File shall mean the file shared with the Distributor containing the Instructions given by the Investor in order for the Distributor to process the Transactions and such file shall contain details of such Instruction, including the date, time, unique reference number, call reference number, call date, caller i.d. or any other online log reference in relation to the Transaction as maybe determined by HDFC AMC
f.) Governmental Authority” shall mean the Government of India or government of any province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including any government authority, agency, department, board, commission or instrumentality of India, any court, tribunal and any self-regulatory organization;
g.) “Instruction” shall mean the instruction(s) given by the Investor through CAMS over call/ IVR for completion of any transaction that is offered/permitted by HDFC AMC through the Facility (“Transaction”) as more particularly mentioned in Transact on Call Facility.
h.) “Investor” an investor shall mean an existing investor of HDFC AMC who is also a customer of the Distributor and, in case of Distributors that are Banks, has an existing bank account with such Distributor(s).
i.) Investor Information” shall mean all of the following, as received by or collected by the Distributor or its systems, from CAMS or HDFC AMC or the Investors or otherwise collected for HDFC AMC for the purposes of the Instruction : Name, PAN, other identity information, mobile number and other contact information of the Investor; Account details, bank account details, demat account details, details of the Transaction, details of the Instruction, SIP details of the Investor; and Any personal data or sensitive personal information under Applicable Law from time to of the Investors, or any other person, if collected or received in the course of giving effect to the Instruction. Provided that the definition of Investor Information shall not include any information in relation to the Investors that the Distributor already has by virtue of the relationship of the Distributor with the Investor as a customer of the Distributor.
j.) KYC Compliant Account” shallmean the bank account held by the Investor with the Distributors that are Banksand payment mode for SIP renewed is via Auto Debit Facility and that fulfills all the know your customer compliances and requirements prescribed by RBI and as per Applicable Law, including the Master Direction - Know Your Customer (KYC) Direction, 2016 prescribed by RBI, as may be amended, modified and re-enacted from time to time
k.) NAV” shall mean net value per unit of the schemes, calculated in the manner described in the Scheme Information Document(SID) of the respective schemes or as may be prescribed by the SEBI Regulations from time to time;
l.) “PMLA” shall mean the Prevention of Money Laundering Act, 2002 and the rules, regulations, guidelines and circulars issued thereunder, as may be amended, modified and re-enacted from time to time.
m.) Reverse Feed File shall mean and include electronic reverse feed of execution of the Instructions of the Investor and made available to HDFC AMC and/or CAMS, as the case may be, by the Distributor upon successful completion of the processing of the Instructions.
n.) SEBI Regulations” shall mean all the regulations issued by the Securities Exchange Board of India as may be amended, modified and re-enacted from time to time.
o.)“Auto Debit Facility” shall mean the auto debit facility offered by the Distributors that are Banks that the Investors has enrolled for through Electronic Clearing Service (Debit Clearing) of the Reserve Bank of India or for the direct debit facility / Standing Instruction (SI) facility available with specified banks / branches by filling up the Enrolment Form (for investment through Auto Debit / ECS / Standing Instructions (SI)). A debit mandate/ SI given by the Investor to the Distributor that are Banks pursuant to the Auto Debit Facility so offered by such Distributor shall be referred to as an “Auto Debit Mandate”.
p.) “Systematic Investment Plan” or “SIP” shall mean a scheme under which the Investor can benefit by investing specified Rupee amounts at regular intervals for a continuous period. Under a SIP, the Investors can invest a fixed amount of Rupees at regular intervals for purchasing additional units of the scheme at applicable NAV.
1.2 Interpretation a.) All references to “HDFC AMC” in these Terms and Conditions shall be treated as including all employees, agents, subcontractors and suppliers of the HDFC AMC and its affiliates.
b.) All references to “CAMS” in these Terms and Conditions shall be treated as the relevant Authorized Registrar as may be determined by HDFC AMC from time to time.
2.1 Covenants and Undertakings of Distributor The Distributor hereby agrees and undertakes as under:2.1The Distributor agrees and understands that the Facility availed by the Distributor shall be governed by these Terms and Conditions along with the Terms and Conditions for Transact on Call Facility and also the Empanelment Agreement, distribution agreement and service level agreement entered into by the Distributor and the terms, conditions, and disclaimers as available on the website - www.hdfcfund.com and as available in the various schemes of HDFC Mutual Fund (Schemes) related documents, including but not limited to the Scheme Information Document (SID)/ Statement of Additional Information (SAI)/ Key Information Memorandum (KIM)/ addendums, if any, to the schemes/ application forms etc., and the terms and conditions in connection with the Distributor, as applicable (“Other Applicable Terms and Conditions”). By entering into these Terms and Conditions it shall be deemed that the Distributor has read, understood and accepted the Other Applicable Terms and Conditions carefully prior to availing the Facility.
2.2 The Distributor acknowledges that HDFC AMC reserves the right to add/remove/amend/modify the Facility and functionalities thereto and/or modify/amend these Terms and Conditions (including the processes as per Schedule II hereto)at any time HDFC AMC at the sole and absolute discretion of HDFC AMC, without the need to inform the Distributor of the same in advance, and the Distributor shall be deemed to have accepted any such modifications/ amendments/ additions/ deletions for ensuring continuous usage of the Facility and the Distributor shall be bound by the same at all times without any further act, deed or writing on behalf of the Distributor.
2.3 HDFC AMC may, in its discretion, withdraw temporarily or terminate the Facility, either wholly or in part, at any time without any prior notice. HDFC AMC may, without prior notice, temporarily suspend the Facility at any time during which any maintenance work or repair is required to be carried out or in case of any emergency or for security reasons, which require the temporary suspension of the Facility.
2.4 HDFC AMC and the Distributor hereby acknowledges that they will adhere to the process flow including in relation to the Facility, the Instructions and the Transactions as given in Schedule IIas mentioned in these Terms and Conditions
2.5 In case the Distributor is a Bank, the Distributor hereby agrees and confirms that the Distributor shall be solely responsible for independently authenticating the identity of the Investor vis-à-vis the Instruction in the Feed File shared with the Distributor, prior to giving effect to the said Instruction and the Auto Debit Mandate of the Investor. The Distributor hereby agrees and confirms that HDFC AMC shall not be held responsible in any manner in case of any identity fraud, misrepresentation or impersonation in relation to the Investor in relation to the Instruction sent by CAMS.
2.6 In case the Distributor is a Bank and payment mode for SIPs renewed is Auto Debit Mandate, the Distributor hereby agrees and confirms that: Once the Distributor receives the Feed File then within 5 (five) business days post processing of Instruction the Distributor will send the Reverse Feed File to HDFC AMC. HDFC AMC will then send the same to the CAMS. HDFC AMC shall register the Instruction at its end on receipt of Reverse Feed File from the Distributor within such period as may be determined by HDFC AMC from time to time.
ii) the Distributor will give effect to or execute the Instruction received from CAMS vide the Feed File, only if the Distributor obtains/ has obtained express authorization and consent from the Investor in this regard. Such confirmation from the respective Investors for proceeding on the Instruction shall be independently sought by the Distributor. The Distributor hereby agrees and confirms that the Distributor shall be fully responsible for obtaining such authorization and consent and HDFC AMC shall in no event be held responsible for the same. The Distributor hereby agrees that HDFC AMC shall not be held responsible in any manner in case the Instruction obtained by CAMS is incorrect or fraudulent in case the Distributor fails to carry out the confirmation as mentioned in this clause.
iii) the Distributor shall be solely responsible for giving effect to the Instruction in accordance with the Feed File shared with the Distributor and the Distributor shall be fully liable to HDFC AMC and the Investor in case of any error, mistake, fraud or negligence committed by the Distributor in the execution of or giving effect to the Instruction.
iv) the Distributor shall ensure that the bank account of the Investor with the Distributor to which the Auto Debit Mandate relates, is a KYC Compliant Account and shall give effect to the Instruction only if the said account is a KYC Compliant Account. The Distributor shall be solely responsible for all compliances under PMLA and shall indemnify HDFC AMC in the event of the Distributor’s failure to comply with this clause.
v) the Distributor have adequate security measures and processes to debit the account of the customer who has consented for Transaction. The debit mandate will continue for the tenure as detailed in the Feed File.
vi) the Distributor confirms that the Auto Debit Facility of the Distributor tamper-proof, error free and without any deficiency. Debit to the bank account on periodic basis will be carried out subject to the Distributor’s internal norms/ policy.
vii) HDFC AMC/HDFC MF/Authorized Registrar (RTA) will not be liable for any failures due to rejection in the payment or any fraud (at the Distributor's end) that could take place at the time of making payment.
3. 1 As a pre-condition for availing of the Facility offered by HDFC AMC, the Distributor acknowledges and agrees that:3.1The Distributor has been empaneled as a Distributor with HDFC AMC and all the terms and conditions under the Empanelment Agreement.
3.2 The Distributor has submitted to HDFC AMC, to its complete satisfaction, all documents required in connection with Know Your Distributor (KYD) process and the Distributor is compliant with the KYD requirements.
3.3 The Distributor has its email ID and mobile number registered with HDFC AMC.
3.4 The Distributor is/has been a Distributor for the non-demat folio of Investors whose units are held in physical mode only, with respect to which the Facility is provided.
3.5 (Applicable in case the Distributor is a Bank) The Distributor confirms that the Investor has a bank account with the Distributor registered under the Auto Debit Facility and the Investor has registered its email ID and mobile number in its folio.
3.6 The Distributor understands that the Distributor can avail the facility only in those non-demat-folios where the tax status of the Investor is of an Resident individual or Hindu Undivided Family (HUF) and that the mode of holding is single /anyone or survivor. Additionally the EUIN should be mapped to the Investor in case the distributor is a Mutual Fund Distributor (MFD). In case the Distributor is a Bank and where the EUIN is not mapped to the Investor, the Distributor should provide a valid EUIN in order to process the transaction.
3.7 The Distributor understands and acknowledges that HDFC AMC shall call the Investor (through CAMS call centre) and seek oral consent for the Instruction over the said call/ IVR from the Investor for the Transactions. The Distributor understands and acknowledges that the Instruction given by the Investor through call shall be deemed as consent granted by the Investor over call/IVR to HDFC AMC.
3.8 All correspondence communication in respect of Transactions under this Facility will be sent by the HDFC AMC/Authorised Registrar to the Distributor on the Distributor’s registered email and/or mobile number.
3.9 The Distributor hereby acknowledges that HDFC AMC reserves the right to reject any Transaction, if in the reasonable opinion of HDFC AMC, any of the pre- requisites for transacting under these Terms and Conditions have not been complied with either by Distributor or by the Investor on whose behalf the Transaction is proposed to be executed and that the same will not be disputed either by the Distributor(s) or the Investor(s).
