DEFINITIONS

"Affiliate" of ICICI Bank shall mean and include: (a) any company which is the holding company or subsidiary of ICICI Bank; or (b) a Person under the control of or under common control with ICICI Bank; or (c) any Person, in 26% or more of the voting securities of which ICICI Bank has a direct or beneficial interest or control.
For the purpose of this definition of Affiliate, "control" together with grammatical variations means the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of the vote carrying securities, right to appoint member(s) to the Board of Directors by contract or otherwise howsoever; and "Person" means a company, corporation, a partnership, trust or any other entity or organisation or other body whatsoever.

"Agreement" shall mean these terms and shall include any modification or amendment hereof, in accordance with the terms hereof.

"Client" shall mean a person who has executed a Power of Attorney, in a form, substance and manner, acceptable to ICICI Bank, and agreed and affirmed acceptance of this Agreement.

"Client ID" means the user identification provided to the Client by ICICI Bank to enable access/operation of the e-Instruction Facility;

"Client Password" means the passwords, digital signatures or other means of authentication as ICICI Bank may specify, from time to time provided to the Client or otherwise used by the Client for access and operation of the e-Instruction Facility, using which the Client may authorise or authenticate the Transactions;

"e-Instruction Facility" refers to the services offered by ICICI Bank in accordance with this Agreement, pursuant to which a Client can generate/ send/ give /issue orders, instructions, directions or mandate to ICICI Bank for execution of Transactions and for operation of the accounts (including demat/savings/fixed deposit/credit card/other accounts) with ICICI Bank given by or through any means of communication, (including facsimile communication, voice, video or text based communications via the telephone, mobile telephony, SMS, email, internet/website based communications) or such other means of communications now existing or hereafter offered/established or being availed of, and such further/other means of communication which ICICI Bank may determine, provided that ICICI Bank shall have the right to discontinue/cease to offer existing communication facilities from time to time.

"ICICI Bank" means ICICI Bank Limited and/or, as the context may require its Affiliate.

"Instruction" means orders, instructions, directions or mandate generated/ sent/given /issued by the Client to ICICI Bank in accordance with this Agreement by or through any means of communication (including without limitation, facsimile communication, voice, video or text based communications via the telephone, mobile telephony, SMS, email, internet/website-based communications) or such other means of communications now existing or hereafter offered/established or being availed of, and such further/other means of communication which ICICI Bank may determine, provided that ICICI Bank shall have the right to discontinue/cease to offer existing communication facilities from time to time,.

"Personal Information" means the information provided by the Client to ICICI Bank in the application form for availing any of the products/accounts (including demat/savings/fixed deposit/other accounts) and/ or services, as provided by ICICI Bank and availed of by the Client from time to time;

"Transaction" means any transaction including but not limited to transactions for purchase, sale , investment, or order for purchase or sale of or application for any offer or public/rights/private placement issue of shares, derivatives (including but not limited to, forwards, futures, swaps and options, funded margin), scrips, stocks, bonds (including Relief Bonds, corporate and government bonds), debentures, promissory notes, securities, mutual fund units (including units of the Unit Trust of India), units of any collective investment scheme or any other security or financial instrument, annuities or other mercantile negotiable instruments or for subscription/application of moneys towards the Public Provident Fund (or other pension fund or scheme) and to apply for fixed/term/other deposits of banks, non-banking financial companies & non-banking non-financial companies , or application for any loan/investment/ banking product or service offered by ICICI Bank, now existing or hereafter offered/established or being availed of, and such further/other transactions which ICICI Bank may determine, provided that ICICI Bank shall have the right to discontinue/cease to offer existing Transactions from time to time.

"Website" means www.icicibank.com.

INTERPRETATION

(a) All references to singular include plural and vice versa and the word "includes" should be construed as "without limitation". All Transactions are entered into in reliance on the fact that this Agreement and all other terms and conditions that may be specified for usage of the e-instruction Facility are to be read together.
(b) Words importing any gender include the other gender.
(c) Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force;
(d) All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of this Agreement;
(e) Reference to a person includes a natural person, body corporate, unincorporated association, government or governmental, semi governmental or municipal entity; and reference to a party means a party to this Agreement and includes that party's successors, legal personal representatives and permitted assignees.

NOTICES

ICICI Bank may give notice to Client electronically at the mailbox of the Client or in writing by delivering them by hand or by sending them by post to the last address given by the Client.

In addition, ICICI Bank may also publish notices of general nature on its Website, which are applicable to all Clients. Such notices shall have the same effect as a notice served individually to each Client.

AUTHENTICATION PROCEDURE

The Client shall comply and confirm with the prescribed requirements for the purposes of due authentication as shall be stipulated by ICICI Bank from time to time, including without limitation, the following:

(1) The Client agrees to confirm to the prescribed authentication technologies/ procedures and security measures required for Transactions and undertakes to take all reasonable steps to ensure that the Client Password and Client ID and/or other identification tools provided to the Client by ICICI Bank, are not revealed to any third Party. If third parties gain access to the Client's accounts/ details/ Personal Information, Client will be responsible and indemnify ICICI Bank against any liability, costs or damages arising out of claims or suits by such third parties based upon or relating to such access and use.

(2) The Client must modify the Client Passwords when availing of the e-Instruction Facility for the first time.

(3) The Client is entirely responsible for the safekeeping and use of the Client ID and Password and/or other identification tools provided/ specified to the Client by ICICI Bank, and any damages and other consequences of their misuse. As a precautionary measure, the link with the e-Instruction Facility will be interrupted after three wrong entries of the Client Password and/or the ID.

(4) ICICI Bank has no obligation to verify the authenticity of any Transaction instruction sent or purported to have been sent from the Client other than by means of verification of the Client Password and Client ID and/or other identification tools provided/ specified to the Client by ICICI Bank. The Client accepts full responsibility for the monitoring and safeguarding of Client's accounts/ details/ Personal Information.

(5) ICICI Bank shall advise the Client that it must:

1. Keep the Client ID and Client password and/or other identification tools provided/ specified to the Client by ICICI Bank confidential and not reveal them to any third party;
2. Choose a password which shall be at least 8 characters and does not relate to any readily accessible personal data such as name, address, telephone number, etc. of the Client or any other easy combination of letters and numbers;
3. Commit the Client ID and Client Password and/or other identification tools provided/ specified to the Client by ICICI Bank to memory, and not record them in written or electronic form;
4. Not let any unauthorised person have access to its computer and not to leave the computer unattended whilst accessing any product and/or service or the Website vides an online instruction facility.

If the Client forgets or loses the Client ID or Client Password and/or other identification tools provided/ specified to the Client by ICICI Bank, the Client can request for change of the Client Password or Client ID and/or other identification tools provided/ specified to the Client by ICICI Bank by sending a duly authorised written request to ICICI Bank. All Transactions carried out by use of the Client ID and Client Passwords and/or other identification tools provided/ specified to the Client by ICICI Bank shall be deemed to be done or authorised by the Client.

FOREIGN JURISDICTION

ICICI Bank accepts no liability whatsoever, direct or indirect for non-compliance with the laws of any country other than that of India. The mere fact that the Website can be accessed by a person in a country other than India would not mean that the laws of the said country would govern the e-Instruction Facility and any matter related to hereunder.

The e-Instruction Facility shall not be available to foreign residents where the e-Instruction Facility cannot be offered without prior regulatory compliance. It shall be the sole responsibility of foreign residents to verify whether the e-Instruction Facility can be legally accessed and/or utilised in their respective jurisdictions.

GOVERNING LAW AND JURISDICTION
The provisions of these Terms and Conditions shall be governed by, and construed in accordance with Indian law. The Parties hereby agree that any legal action or proceedings arising out of this Agreement shall be brought in the courts or tribunals at Mumbai in India and irrevocably submit themselves to the jurisdiction of such courts and tribunals. ICICI Bank may, however, in their absolute discretion commence any legal action or proceedings arising out of this Agreement in any other court, tribunal or other appropriate forum, and Client hereby consents to that jurisdiction.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of this Agreement or affect such provision in any other jurisdiction.

PRIVACY POLICY
In the process of using this Website and / or executing any Instruction/ Transaction on behalf of the Client, ICICI Bank may be privy to information relating to the Client, including information that is of a confidential nature. ICICI Bank is strongly committed to protecting the privacy of its clients and has taken steps to protect the information furnished to it. ICICI Bank has taken all necessary measures to protect the confidentiality of the information and its transmission under the e-Instruction Facility and it shall not be held liable for disclosure of the confidential information, unless gross negligence is established on the part of ICICI Bank.
The Client shall not disclose, in any manner whatsoever, any information relating to ICICI Bank of a confidential nature obtained in the course of availing the e-Instruction Facility , to any other person. Failure to comply with this obligation shall be deemed a serious breach of these Terms and Conditions and shall entitle ICICI Bank to terminate the e-Instruction Facility without prejudice to any damages to which it may be entitled.
ICICI Bank undertakes not to disclose the information provided by the Client to any person, unless acting under good faith that such action is necessary to:
(i) Conform to legal requirements or comply with legal process; (ii) protect and defend our rights or property;
(iii) Enforce the Terms and Conditions; or
(iv) Act to protect the interests of our members or others.
ICICI Bank may also use information including the personal information of the Client for the purposes of providing e-Instruction Facility, and share the information with third parties for provision of the e-Instruction Facility and any service-related activities related thereto, and notifying or contacting the Client regarding any problem with, or the expiration of, such e-Instruction Facility. In this regard, it may be necessary to disclose the personal information to one or more agents and contractors of ICICI Bank and their sub-contractors, but such agents, contractors, and sub-contractors will be required to agree to use the information obtained from ICICI Bank only for these purposes.
The Client authorises ICICI Bank to exchange, share, part with all information related to the details and transaction history of the Client to its Affiliates, banks / financial institutions / credit bureaus / agencies as may be required by law or customary practice and shall not hold ICICI Bank liable for use or disclosure of this information.

RELATIONSHIP BETWEEN PARTIES

The Parties agree that no partnership, employment, or agency relationship exists between them as a result of availing the e-Instruction Facility. All Transactions shall be entered into by the Parties as principals and ICICI Bank and/or ICICI Bank Affiliates shall have no fiduciary duty towards the Client whatsoever notwithstanding that there may be an existing relationship between the Parties.

REPRESENTATION BY THE CLIENT

The Client represents to ICICI Bank (which representations will be deemed to be repeated by the Client on each date on which a Transaction is entered into) that:-
(i) The Client has the power to perform its obligations hereunder and has taken all necessary action to authorise such execution, delivery and performance; It shall be the sole responsibility of the Client to comply with all the internal approvals, if any, for entering into Transactions as may be required.
(ii) Such execution, delivery and performance does not violate or conflict with any law applicable to it and/or any regulatory requirements, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(iii) There is not pending or, to its knowledge, threatened against the Client any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of these Terms and Conditions or its ability to perform its obligations; and
(iv) All applicable information that is furnished in writing, by or on behalf of the Client, to ICICI Bank is, as of the date of the information, true, accurate and complete in every material respect. Provided that the Client shall intimate ICICI Bank of any change in any regulatory requirements, the effect of which may be to restrict or prohibit the Client from executing any Transaction.

TERMINATION EVENTS

This e-Instruction facility may be terminated by mutual consent of the Parties by giving at least one (1) month written notice. The termination of the e-Instruction facility shall be without prejudice to the execution of all outstanding Transactions entered into between the Parties. ICICI Bank shall be entitled to receive all fees and other monies becoming due up to the date of such termination. ICICI Bank shall be entitled to deduct any sum payable to it from any amounts ICICI Bank may have to remit to the Client on termination of the e-Instruction facility.

ICICI Bank reserves the right to interrupt, suspend or terminate, at any time, without specifying any reason, the access of the Client to the e-Instruction Facility offered hereunder and will make best efforts to give the Client appropriate notice of the same.

The occurrence at any time with respect to a party of any of the following events constitutes an event of default and the e-Instruction Facility may be terminated forthwith:-

(i) Failure by the party to make, when due, any payment required to be made by it, and if such failure is not remedied on or before the third Business Day after notice of such failure is given to the Party;

(ii) Failure by the party to comply with or perform any obligation under the terms and conditions specified hereunder and if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) A representation made or deemed to have been made by the parties proves to have been incorrect or misleading in any material respect when made or deemed to have been made;

(iv) In the event of the client:- (1) having a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger), as applicable ; (2) becoming insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, as applicable,; (3) making a general assignment, arrangement or composition with or for the benefit of its creditors, as applicable,; (4) instituting or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor's rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceedings or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof, as applicable,; (5) seeking or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or in respect of all or substantially all its assets, as applicable,; (6) having a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter, as applicable,; (7) causing or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); (8) taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

LIMITATION OF LIABILITY

ICICI Bank shall not be liable for any inaccuracy, error or delay in, or omission of, (1) any data, information or message, or  (2) the transmission or delivery of any such data, information or message; or (3) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption in any such data, information or message, due either to any act or omission by ICICI Bank due to "force majeure" (e.g., flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, equipment or software malfunction) or any other cause beyond the reasonable control of ICICI Bank.

The Client will immediately notify ICICI Bank in writing, delivered via e-mail or registered post, if Client becomes aware of any loss, theft or unauthorised use of Client's Passwords and ID; or any failure by Client to receive a message from ICICI Bank indicating that an order was received and executed; or any failure by Client to receive an accurate written confirmation of an execution; or any receipt by Client of confirmation of an order and/ or execution which Client did not place; or any inaccurate information in Client's depository participant account balances, securities positions, or Transaction history. If Client fails to notify ICICI Bank immediately upon Client's knowledge when any of the above conditions occur, neither ICICI Bank nor any of its officers, directors, employees, agents can or will have any responsibility or liability to Client or to any other person whose claim may arise through the Client for any claims with respect to the handling, mishandling or loss of any order. ICICI Bank will upon notice, halt or take such steps as are necessary to protect the Client's interest and which steps are capable or permitted for ICICI Bank to do or undertake. Prior to giving of the notice, any loss or damage shall be to the Client's account.

Under no circumstances, shall ICICI Bank, its employees, directors, and its third party agents involved in creating, producing, delivering or managing the e-Instruction Facility, be liable for any direct, indirect, incidental, special or consequential damages, or any damages whatsoever, including punitive or exemplary (including, but not limited to, damages caused by any virus, personal injury, negligence, loss of profits, loss of data or other intangible information, business interruption, loss of privacy, or any pecuniary loss), arising out of or in any way connected with the use/delivery/performance of the Website, the delay or inability to use the Website or any links or items on the Website, the provision of or any inadequacy or deficiency in the provision of services or resulting from unauthorized access or alteration of transmissions or data or arising from interruption, suspension or termination of the e-Instruction Facility or for any loss arising from the failure by the Client to comply with any software installation instructions or any inability of ICICI Bank to receive instructions, directions, orders or other communications from the Client or to transmit any related message for any reason whatsoever, whether based on contract, tort, strict liability or otherwise.

INTERRUPTION OF SERVICE

Where the e-Instruction Facility provided herein is interrupted for any reason whatsoever, the Client may contact ICICI Bank. ICICI Bank shall in no way be liable for the consequences of any interruption in the e-Instruction Facility.

RECEIVING CLIENT'S SECURITIES/ MONIES

ICICI Bank shall keep all securities/monies and other properties belonging to the Client in separate accounts (including demat/savings/fixed deposit/credit card/other accounts) with ICICI Bank or segregated from its own assets and shall not use the same for any purpose other than as directed by the Client or authorised under these Terms and Conditions or as required by rules, regulation or law for time being in force. ICICI Bank undertakes that a transfer to and from the accounts (including demat/savings/fixed deposit/credit card/other accounts) with ICICI Bank shall be made on the basis of order, instruction, direction or mandate, either standing or specific, duly authorised by the Client.

RIGHT TO ALTER THE SERVICES

ICICI Bank reserves the right to add, amend, revise, suspend or cancel in whole or in part any of the e-Instruction Facility available through the Website, and will make best efforts to provide appropriate notice to the Client. Any addition, suspension, revision, amendment, cancellation or suspension of the terms as notified on the Website may be made by ICICI Bank, by causing a notice of the same to be posted on the Website and the Client shall be deemed to have accepted the same in the event of its executing any transaction through the Website after the addition, suspension, revision, amendment, cancellation or suspension has been notified. ICICI Bank may introduce new services in relation to the Website from time to time. The existence and availability of the new e-Instruction Facility will be notified on the Website, as and when they become available.

EXECUTION OF THE INSTRUCTIONS, ETC.

The Client agrees to provide ICICI Bank, if so being required to do or if in case it is deemed necessary by ICICI Bank, with a power of attorney in such form, manner or substance as ICICI Bank may require.

DEDUCTION OR WITHHOLDING FOR TAX.

All payments due to ICICI Bank arising under or in respect of these Terms and Conditions will be made free of any deduction or withholding of any tax. All payments by ICICI Bank arising under or in respect of these Terms and Conditions will be made subject to deduction or withholding of taxes as applicable..

CLOSURE OF THE ACCOUNT

The Client agrees that it shall be able to exercise the right to close/freeze the accounts (including demat/savings/fixed deposit/other accounts) with ICICI Bank , only if there is no obligation pending to be met by the Client towards either ICICI Bank and/or ICICI Bank Affiliates.

RIGHTS GRANTED

The Client hereby acknowledges and agrees that any rights not expressly granted herein are reserved by ICICI Bank.

AMENDMENTS AND MODIFICATIONS

ICICI Bank has the absolute discretion to amend or supplement the Terms and Conditions herein, by modifying or rescinding any of the existing provisions or conditions or by adding any new provision or condition, by conspicuously posting notice of such amendment on the Website or by providing written notice to the Client. Continued use of ICICI Bank e-Instruction Facility after such notice will constitute acknowledgment and acceptance of such amendment.

SURVIVAL OF OBLIGATIONS

The obligations of the Parties under these Terms and Conditions shall survive the termination of any Transaction.

REMEDIES CUMULATIVE.

Except as provided in these Terms and Conditions, the rights, powers, remedies and privileges provided in these Terms and Conditions are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

NO WAIVER OF RIGHTS.

A failure or delay in exercising any right, power or privilege in respect of these Terms and Conditions will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

SEVERABILITY

If any provision or condition of these Terms and Conditions shall be held to be invalid or unenforceable by reason of any law, rule, administrative order or judicial decision by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and these Terms and Conditions shall be carried out as if any such invalid or unenforceable provision or condition was not contained herein.

HEADINGS

The clause headings in these Terms and Conditions are only for convenience and do not affect the meaning of the relative term.

LEGALITY OF THE TERMS AND CONDITIONS

ICICI Bank's performance of these Terms and Conditions is subject to existing laws and legal process, and nothing contained in these Terms and Conditions is in derogation of ICICI Bank's right to comply with governmental, court and law enforcement requests or requirements relating to the use of the e-Instruction Facilities by the Client or information provided gathered by ICICI Bank in respect of such use.