Terms and Conditions
1. Introduction
1.1. This page outlines crucial information regarding the terms and conditions governing user account with Zephyr Financial Publishers Pvt. Ltd., referred to as "INRBonds" or "INRBonds.com". INRBonds is an Online Bond Platform Provider (OBPP) associated with NSE, registered with the Securities & Exchange Board of India (SEBI) as a Stock Broker (Registration No. INZ000313336) for NSE's New Debt Segment (TM ID: 90330).
1.2. Your access to and utilisation of user INRBonds account are contingent upon your adherence to all the terms and conditions detailed here, in conjunction with any documents, including application forms and undertakings, that you have signed during the account opening process. Please read this page attentively and keep it for future reference.
1.3. Kindly note that the information provided herein is subject to change without prior notice.
1.4. This document is an electronic record as per the Information Technology Act, 2000, and related regulations. It doesn't require physical or digital signatures, being generated by a computer system. It adheres to the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021, which mandates the publication of rules, regulations, privacy policy, and user agreement for accessing the website 'www.inrbonds.com' and any other associated domains or the mobile application ("App"). Collectively, these are referred to as the "Site". The Site serves as an internet-based platform for asset ownership, offering technology solutions for accessing financial products such as bonds ("Services"). This platform is owned and operated by Zephyr Financial Publishers Pvt. Ltd., a company incorporated under the Companies Act, 2013, with CIN: U74120PN2011PTC241620. The registered corporate office is located at Flat No. 502, Chaitanyapuri Society, SN 12, Behind Kothrud Stand, Dahanukar Colony, Kothrud, Pune City, Pune - 411038, Maharashtra, India, referred to as the "Company". You may contact the Company at +91 9920659677 or via email at [email protected]
1.5. In these User Terms, "You", "Your", or "User" pertains to any individual or legal entity (whether registered or not) accessing the Site, its contents, and utilising the Services offered by INRBonds through the Site.
2. User Obligations and Security:
2.1. These measures are in place to ensure the security of user account and transactions.
2.2. Registration Process: Before accessing online trading services, the user must complete the required registration process by following the instructions provided on the website. Aadhaar based account Know Your Customer (KYC) process is available to Indian resident individuals. Users give permission to access KYC information sources to fetch individual KYC data as stipulated by the regulator to complete the registration process.
2.3. Investment Decision Responsibility: The user acknowledges that all investment and disinvestment decisions are solely based on their assessment of financial conditions and investment objectives. This applies to decisions made using information available on INRBonds' website. The user understands that investing in bonds carries market risk where the price of bonds can go up or down, credit risk where the bond issuer may default and the user may not get their funds back, and liquidity risk where the user may not be able to sell the bonds at the market traded price. The user absolves INRBonds, its officers, directors, employees, and affiliates from liability for trading losses or damages arising from reliance on investment information, research, advice, or other materials from the website or related sources. The user should seek independent professional advice regarding investment suitability and understands that INRBonds' employees are not authorised to provide such advice. Username and Password: INRBonds provides the user with a username and trading password to access OBPP services through its website or other approved channels. The user may also receive a username and password for back-office access. The terms governing password use, reset, and modification are available on the website.
2.4. Confidentiality and Responsibility: The user is responsible for maintaining the confidentiality and security of their Username and Password. The user is solely accountable for all orders and transactions carried out using their Username and Password, whether authorised or not.
2.5. Unauthorised Use Reporting: The user must promptly report any unauthorised use of their Username or Password to INRBonds. The report should include details of the unauthorised access, such as date, method, and transactions conducted.
2.6. Awareness of Risks: The user acknowledges the risks associated with using OBPP services through the internet. These risks include the potential misuse of their Username and Password by third parties and the risk of unauthorised orders placed on their behalf. The user assumes full liability for unauthorised use and misuse of their Username and Password.
2.7. Notification to INRBonds: The user commits to immediately notifying INRBonds in writing if they detect or suspect unauthorised access through their Username, Password, or account, if they identify discrepancies that might stem from unauthorised access, if they forget their password, or if they identify security vulnerabilities in INRBonds' OBPP System.
3. Order Execution and Limits:
3.1. These terms emphasise order execution protocols and the dynamic nature of order limits, aligning with INRBonds' risk assessment and regulatory compliance measures.
3.2. User Authority: All purchase, sale, and other securities-related orders and instructions submitted via the INRBonds Online Trading System using the user's Username will be regarded as the user's directives.
3.3. Compliance with Exchange Rules: Orders, instructions, contracts, and transactions, along with their settlement, will adhere to the Exchange Provisions.
3.4. Order Limits and Variations: INRBonds reserves the right to establish and modify order limits within its online trading system. These limits encompass exposure, turnover, securities quantity, value, and type, as well as designated companies for order placement. The user acknowledges that INRBonds might urgently alter or reduce these limits or introduce new ones based on its risk assessment and relevant factors. Such changes may occur without advance notification. The user accepts that INRBonds shall not be held accountable for these limit modifications, reductions, or impositions, nor for any inability to execute orders through the Online Trading System due to such actions. The user acknowledges that INRBonds maintains the discretion to restrict or prevent the user from placing orders or engaging in securities trading through INRBonds, without prior notice.
3.5. Scripwise Surveillance and Conditions: INRBonds holds the right to enforce scripwise surveillance or other conditions related to scripwise limits or any other criteria deemed appropriate. The user acknowledges that INRBonds may apply diverse surveillance tailored to each user's circumstances, based on its risk assessment and other relevant considerations.
4. OBP Platform: Regulations and Transactions
4.1. Scope of Services: INRBonds operates as an Online Bond Platform Provider (OBPP), facilitating access and transactions in listed or to-be-listed securities under the guidelines provided by the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as well as the Registration and Regulatory Framework for Online Bond Platform Providers (OBPP Guidelines) dated 14 November 2022. These services are exclusively accessible via the domain www.inrbonds.com, the OBP Platform.
4.2. Transaction Scope: Transactions involving listed debt securities must adhere to the OBPP Guidelines and occur solely on the OBP Platform.
4.3. Functions of the OBPP as per OBPP guidelines: The OBP Platform is registered as a stock broker in the wholesale debt segment of the exchange. As a broker, the OBP Platform undertakes user registration as an unregistered participant with the clearing corporation, enabling transactions by providing necessary KYC and details. The OBP Platform, acting as a broker, negotiates on the Request for Quote (RFQ) platform provided by clearing corporations on the user's behalf and facilitates trades.
4.4. Transaction Reporting and Settlement: All bond transactions on the OBP Platform are reported and settled through clearing corporations. Offline/off-market settlements may occur with mutual agreement between the involved parties, as legally permissible. Users are obliged to transfer funds solely to the designated bank account of the clearing corporation within the specified timeframe. Similarly, securities must be transferred to the designated pool account of the clearing corporation from the user's registered demat account within the stipulated time frame.
4.5. Erroneous Transactions and Records: In the case of erroneous credits of funds or securities, INRBonds, vendors, issuers, and clearing corporations reserve the right to undertake remedial measures for recovery.
4.6. Execution of Transactions and Request for Quote (RFQ) Platform: Users express their intention to buy, sell, or deal in financial products via the Platform. This intention is forwarded to empanelled sellers/counterparties. Sellers or their representatives engage directly with users to understand requirements, initiate transactions, and agree upon terms. Transactions may be rejected due to various reasons, and the Platform holds no responsibility for settlement or reporting in such cases.
4.7. Charges and Responsibilities: Users are responsible for charges incurred by the OBP Platform due to non-fulfilment of pay-in obligations. The Platform reserves the right to recover such charges from users in case of negligence or inaction.
4.8. Transaction Realisation and Delays: There is no guarantee that indicated interests will lead to materialised transactions. The Platform is not liable for transaction declines, rejections, or non-materialization.
4.9. Technical Delays and Actions: Delays in transmitting requests due to technical or non-technical reasons do not hold the Company responsible for losses. The Platform retains the right to reject or temporarily halt user interests shown through the Platform.
4.10. Platform Disruptions: The user acknowledges the possibility of temporary disruptions, breakdowns, or failures in the online bond platform systems, whether at the Exchange or INRBonds offices. In the event of trade order non-execution or cancellations due to such occurrences, INRBonds reserves the right to cancel corresponding requests from the client. In these cases, INRBonds is not liable to fulfil the user's desired transactions. The user accepts that INRBonds is not accountable for losses incurred due to these uncontrollable events.
4.11. User Compliance and Order Responsibility: The user commits to adhering to and abiding by all existing Exchange rules, regulations, and byelaws concerning transactions executed by INRBonds on their behalf and orders placed through the website or other means. INRBonds holds no responsibility for orders placed in error by the client. Any order input by the client using the provided username and security code(s) is considered a valid order, and the client bears full responsibility.
4.12. Order Cancellation and Modification: Cancellation or modification of an order at the user's request is not guaranteed. Successful order cancellation or modification relies on the user's request being received and acted upon before execution. The user should not assume that an order is executed, cancelled, or modified until they receive confirmation from INRBonds. Delays in confirmation may occur due to technical factors, but such delays do not alter the execution status unless confirmed in writing by INRBonds.
4.13. Pending Orders and Exchange Systems: Pending orders are subject to the exchange systems' regulations once the market closes for the day.
5. Representations and Warranties
5.1. User acknowledges that investing in the assets listed on the Website is speculative and carries a high risk of capital loss. It's suitable only for sophisticated investors able to handle such risks. Investment is not guaranteed, and no assurance is made about achieving objectives or capital returns. Assets may be illiquid, and no guarantee exists for selling or redeeming them. INRBonds does not guarantee withdrawal processing or avenues for liquidation; assets may be locked until maturity. INRBonds is governed by OBPP Guidelines, and is not a fundraising or stock exchange recognised by Securities and Exchange Board of India under the Securities Contract (Regulation) Act, 1956, or their equivalent.
5.2. No information on the Website can be considered investment, business, legal, or tax advice. Blogs, Frequently Asked Questions (FAQ), text, audio and video content on the site and the INRBonds Risk Scale for each bond are for educational purposes, and do not constitute legal, taxation or investment advice. INRBonds doesn't guarantee accuracy or completeness for the information. INRBonds, along with its associated entities and individuals, shall not be held liable for any direct, indirect, punitive, incidental, special, or consequential damages that may arise from actions taken or reliance on statements, information, ideas, or opinions presented in blogs and content, including FAQs, found on the website.
5.3. INRBonds takes security measures, but technical glitches may occur. The User commits to complete cooperation in addressing any conflicts, losses, whether financial or non-financial, or system failures stemming from such errors. This includes facilitating refunds or reclaiming rightfully entitled units of securities, as determined by INRBonds. INRBonds reserves the right to determine its rightful entitlement in such circumstances.
5.4. The user warrants their capacity to execute this agreement and asserts that the terms herein do not infringe upon any existing agreements with other parties prior to this execution.
5.5. The user commits to furnishing all necessary details to INRBonds, including but not limited to PAN Number or SEBI-issued Unique Identification Number, and asserts the accuracy of all presented facts to INRBonds.
5.6. The user acknowledges the inherent uncertainties of online transactions, involving intricate hardware, software, systems, and communication elements vulnerable to disruptions. They further acknowledge that the OBPP Service of INRBonds could experience unavailability without prior notice. Neither INRBonds nor the Exchange guarantees uninterrupted availability of the OBP Service. The Client relinquishes any claims against the Exchange or INRBonds for service suspensions, interruptions, non-availability, or malfunctioning, irrespective of the cause.
5.7. The user agrees to indemnify and hold INRBonds harmless against any loss that may be suffered by it, its customers or a third party or any claim or action that may be initiated by a third party which is in any way the result of improper use of user ID and password by the user.
6. Fees and brokerage
6.1. The user agrees to pay INRBonds any brokerage, commission, fees, service tax, and other taxes and transaction charges as agreed upon and due from time to time, as applied to such client's account and transactions by INRBonds, for the services that the client receives from INRBonds.
6.2. INRBonds reserves the right to change its fees, brokerage, and charges from time to time, subject to complying with the rules prescribed by the Exchanges and SEBI. INRBonds will notify all clients of any changes to its fees, brokerage, and charges by email and/or SMS to their registered email ID and contact number, with all the details, including the effective date of the changes.
7. Investment or any other advice
7.1 The client agrees that the services available on the INRBonds website do not constitute investment advice. The client also agrees that if INRBonds or any of its employees or officials provides any information, recommendation, or advice to the client, the client may act on it at their own risk and cost, and INRBonds will not be liable or responsible for it. INRBonds, its officers, directors, partners, employees, agents, and affiliates will have no liability with respect to any investment decisions or transactions made by the client.
8. Miscellaneous
8.1. INRBonds does not guarantee that the service will be uninterrupted or error-free. The service is provided on an "as is" and "as available" basis, without any warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The user agrees that INRBonds will not be liable for any delays in the transmission of orders due to a breakdown of the system or failure of communication facilities, whether caused by INRBonds, the exchanges, or any other third party.
8.2. INRBonds may modify this agreement at its sole discretion and will notify the user of any changes by modifying the terms and conditions on the website or by any other means.
9. Indemnity
9.1. In the event of the user's death, insolvency, winding up, or liquidation, or if the user becomes otherwise incapable of receiving and paying for or delivering or transferring securities that the user has ordered to be bought or sold, INRBonds may close out the user's transaction. The user or the user's legal representative will be liable for any losses, costs, and will be entitled to any surplus that may result.
9.2. The user is aware that authentication technologies and strict security measures are required for internet trading through an order-routed system. The user undertakes to ensure that the user's password and/or the passwords of the authorised representatives are not disclosed to any third party. The user also agrees to indemnify INRBonds from any loss, injury, claim, or action brought against INRBonds arising from the misuse of the password by any party.
10. Force majeure
10.1. INRBonds will not be liable for any delay or default in the performance of its obligations due to events beyond its control. These events may include, but are not limited to, exchange or market rulings, suspension of trading, fire, flood, civil commotion, earthquake, war, strikes, failure of systems or internet links, or Government or regulatory action.
10.2. INRBonds will use reasonable efforts to mitigate the impact of any such event, but will not be liable for any losses or damages that may result.
11. Severance
11.1. In the event of any one or more of the provisions contained in this Agreement becoming invalid, illegal or unenforceable in any respect under any law for the time being in force, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be prejudiced or affected thereby.
12. Refund & cancellation policy
12.1. The Fees or charges paid towards OBPP account opening is non-refundable.
13. Investor Redressal Mechanism
13.1. We emphasise investor satisfaction and have established effective mechanisms to achieve this goal. Investor grievances are closely monitored and resolved by the Compliance Officer, who reports directly to the Board of Directors. Critical complaints receive prompt escalation, while routine matters are handled by the Compliance Officer with support from the Compliance team.
13.2. Users can email their grievances to [email protected], a contact displayed on our website and correspondence. The Compliance Officer thoroughly reviews and resolves received phone calls, mails, emails and messages, maintaining a centralised grievance register for efficient oversight. We analyse grievances to identify patterns and concentrations, addressing underlying issues effectively.
13.3. Our commitment remains strong to ensure investor satisfaction. We consistently refine our processes to ensure seamless experiences for our valued users.
14. Governing Law
14.1. This agreement shall be governed by and construed in accordance with the laws of India. User access to and use of the Site is subject to all applicable laws.
15. Jurisdiction
15.1. In respect of all matters/disputes arising out of, in connection with or in relation to this agreement, only the civil courts at Mumbai, India shall have jurisdiction, to the exclusion of all other courts.
16. Notice
16.1. All notices, correspondences or communications issued under this agreement shall be served in any one or more of the following modes of communications and such notice or communication shall be served at the ordinary place of residence and/or last known web address / residing address and / or at the ordinary business address of the party to this agreement such as -
- • By hand
- • Delivery by post
- • By registered post
- • Under certificate of posting
- • By email or fax
- • By affixing it on the door at the last known business or residential address.
- • By oral communication to the party or on the last known telephone number or on the recording machine of such number.
- • By advertising in at least one prominent daily newspaper having circulation in the area where the last known business or residential address of the party is situated.
16.2. By notice posted on the notice board of the Exchange if no address is known. Any communication sent by INRBonds to the Client shall be deemed to have been properly delivered or served, if such communication is returned to INRBonds as unclaimed / refused / undelivered, if the same was sent in any one or more of the above modes of communication to the ordinary place of residence and / or last known web address /residing address and / or at the ordinary business address of the party to this agreement.
17. Refund and Cancellation:
Since Zephyr is an online bond trading platform, refunds and cancellations are not applicable for successfully placed and settled orders. Users may choose to sell their investments depending on availability, subject to the platform's terms and conditions. Zephyr Financial Publishers Private Limited will assist in this process. However, if the order placed with the exchange is not settled, and if the user has successfully paid, an automatic refund will be provided from the clearing corporation to the user's source account. The refund process will be completed, and funds will be credited back to the user's account within 5 to 7 working days from the date the issue is identified.
17.1. Any request for trade Cancellation / Modification shall be considered for such action by the Exchange only when both the parties to the transaction agree and make appropriate requests. Participants are required to provide the reason for initiating the request.
17.2. Such requests shall be received from the Risk Officer / Compliance Officer/ Chief Investment Officer/ Head Treasury of the participant.
17.3. If there is a party to the trade who is not a direct participant, then for cancellation of such trades, the request shall be received from the CIO/ Head of Treasury/ Risk Officer/ Compliance Office of the Broker/ Online Bond Platform Provider (OBPP). However, Broker/ OBPP needs to ensure having a formal confirmation at their end before placing such requests to the Exchanges/ Clearing Corporation.
17.4. The Cancellation and Modification may be permitted for certain instances like fat finger error, issues in traded price due to mismatches in cash flow considered, short sell, shut period etc., based on mutual agreement of counterparties to cancel/modify the trade. Trade cancellation/modification requests shall be considered for action only if the complete and correct request is received within 60 minutes of the closing of the respective markets. Hence, the new timelines for RFQ Deal Cancellation/Modification are as follows:
- • T+0 up to 5:15 pm
- • T+1 up to 6:15 pm
17.5. In case of cancellation/modification of RFQ Deals which are less than or equal to Rs 50 lakhs (face value terms) to encourage retail investor participation, cancellation/modification will be allowed till 5 pm on the settlement day. The new timelines for RFQ Deal Cancellation/modification for deal size up to Rs. 50 lakhs (Face value terms) are as follows:
- • T+0 up to 5:15 pm on the settlement day
- • T+1 up to 5:00 pm on the settlement day
17.6. Modifications will be allowed only in specific parameters as decided by the Exchange from time to time. To start with, the modifications may be permitted in the Settlement type (T0/T1), Accrued interest, Yield Type, and Total consideration.
17.7. The request of a participant for modification and/or cancellation shall be permitted up to 3 instances in a quarter for non-individual participants, while up to 3 instances in a month shall be permitted to individual investors identified via PAN number. If any higher instances are reported by a participant during a quarter, the participant will be disabled from the RFQ platform for a period of 15 calendar days. The instances of trade modification and cancellation would be tracked separately. In case of such settlement failure, the disablement from the RFQ platform will be according to SEBI approval.
17.8. In case of RFQ Deal Cancellation/ modification request, the party which initiates the RFQ Deal Cancellation/ modification request will be considered as the Initiator of the RFQ Deal Cancellation/ Modification request, and only the Initiator count will be consumed for the given period for cancellation/modification. The count of instances will not be considered for the responder of the RFQ Deal Cancellation/ Modification.
17.9. Modifications in Custody, Bank account & Demat Account, and total consideration up to Rs. 100 plus or minus will be allowed for any number of instances.
17.10. As a process, the Exchange will approve the modification/cancellation if all the above- stated norms are met.
17.11. Post-approval of trade modification/cancellation, the details will be accordingly updated on the RFQ platform.
17.12. The exchange will provide any required information in respect of trade cancellation/modification to the Regulator as and when required.
17.13. The exchange will report the information of such instances to the Committee on a periodic basis.
FATCA/CRS Declaration
I/We hereby certify that the information provided in this form is true, accurate, and complete. I/We understand that providing false or misleading information may result in penalties and/or legal action. I/We authorize Zephyr Financial Publishers Pvt Ltd to share the information provided in this form with relevant tax authorities or regulatory bodies, as required under FATCA/CRS regulations.
I/We undertake to notify Zephyr Financial Publishers Pvt Ltd of any changes in the information provided within 30 days of such changes occurring.
PMLA Declaration
I/We hereby declare that the transactions in my/our account will comply with all applicable laws, including the Prevention of Money Laundering Act, 2002, and the rules and regulations made thereunder, as amended from time to time.
I/We further declare that the funds used for transactions in my/our account are not derived from any illegal or unlawful activities and the sources of these funds are legitimate.
I/We understand that Zephyr Financial Publishers Pvt Ltd reserves the right to report any suspicious transactions to the Financial Intelligence Unit-India (FIU-IND) or any other appropriate authority as required under the law, and to take any action as deemed necessary in accordance with the law.
I/We undertake to provide any information and documents as may be required by Zephyr Financial Publishers Pvt Ltd to comply with the provisions of the PMLA, 2002, and the rules and regulations made thereunder.