Terms for IPOs/FPOs

1. General

1. 1.1 The terms and conditions stipulated herein, shall be in addition to all the terms and conditions applicable to all users visiting the website of Zerodha (https://zerodha.com/terms-and-conditions) and all such terms, conditions, policies, and procedures on Zerodha’s website (i.e. https://zerodha.com) and all account opening documents along with annexures/risk disclosures, applicable to clients of Zerodha while becoming a customer and opening a trading and demat account with Zerodha.
   
   This page contains important information regarding the terms and conditions which apply to You, as a user of this website, and/or Zerodha as a platform. All terms and conditions stated below would apply to You as a user whether or not you hold a trading and demat account with Zerodha Broking Limited and/or Zerodha Commodities Pvt. Ltd. (hereinafter referred to as Zerodha). Zerodha is a Trading Member of NSE and BSE, registered with Securities & Exchange Board of India ("SEBI") and having Registration No. INZ000031633. Zerodha Broking Limited operates under the Point of Presence license having Reg. No. POP319072020 provided by PFRDA to distribute the National Pension Scheme (“NPS”) product under the PFRDA (POP) Regulations, 2018. This website is owned, operated and maintained by Zerodha, a Company incorporated under the Companies Act, 2013 having CIN: U65929KA2018PLC116815, and having its Registered Office at #153/154, 4th Cross, Dollars Colony, JP Nagar 4th Phase, Bangalore - 560078 Please note that the information contained herein is subject to change without notice. Access to your account and the usage of your account is subject to your compliance with all the terms and conditions set forth herein, read along with all documents, including but not limited to; applications forms and undertakings, signed by you during account opening, and any terms/consents/policies included on Zerodha’s website/domain, i.e. https://zerodha.com/, including its "Terms and Conditions", "Policies & Procedures", "Privacy Policy", and "Disclosure".
   
   For the purpose of these Terms of Use, wherever the context so mentions "Client","You" or "Your", it shall mean any natural or legal person who has visited this website/platform, has agreed to open an account, or initiated the process of opening an account with Zerodha. Zerodha allows any person to use/visit/browse the website without registering on the website. The term "We", "Us" , "Our" and "Team Zerodha" shall mean Zerodha Broking Limited.
2. 1.2 Pursuant to You being a Client with Zerodha and based on the consent provided by You, Zerodha would collect orders and place it on Your behalf onto the Exchanges, as per the rules/procedures set by various regulators/authoritative bodies, such as: SEBI, NSE, BSE, MCX, NPCI.
3. 1.3 You hereby confirm that You have read and understood the Company’s (for which the issue/IPO) Red Herring prospectus (the links are provided on Zerodha’s application window/trading platform) and the Issue Bid-Cum Application form, along with all the applicable risk factors published by the Company, before applying for a particular bid/IPO.
4. 1.4By applying for any such issue/IPO on Zerodha’s platform, You agree to have provided authorisation and instructions to Zerodha to act on Your behalf to authorise to do all such acts, deeds, and actions, as may be necessary to complete the IPO/issue application on Your behalf.
5. 1.5You agree that for any reason whatsoever, if the application amount cannot be blocked from Your bank account, which may be due to the technical failure of either Zerodha, the UPI application used, the Exchanges, the Merchant Banker to the issue, or Your Bank, neither of the parties shall be held liable for any such technical failures.
6. 1.6In case an application/bid is made for and on behalf of two or more people together (via Joint account) as per the instructions provided by You, You hereby agree that for the purpose of any application via the Zerodha platform, the First applicant name will be the name of the First Holder in whose name the trading and demat account was opened with Zerodha. The other joint names for the purpose of the application will be in the same sequence in which the demat / depository account is held.
   
   If one or more Demat (Depository Participant) accounts are linked to a trading account, the primary Demat account attached to the account will be considered towards the IPO/FPO application. Further, the bank account linked to the primary demat account will require to maintain the sufficient funds towards the IPO/FPO application.
7. 1.7You hereby agree that Zerodha reserves the right to accept or reject any bid/application in whole or in part without assignment of any reason, where such stance may/may not be subject to incomplete documentation/information/consents provided by You, under any rules/arrangement prescribed by the Exchanges/SEBI or the merchant bankers that Zerodha utilises the services of.
8. 1.8Zerodha shall not be liable for any non acceptance/rejection of any bids/application to issues due to insufficient balances maintained, applications made outside of banking/market hours specifically stated towards IPO windows
9. 1.9If the whole or any part of the performance of the respective obligations of Zerodha, or any of the intermediaries involved in between, hereunder are prevented or delayed by reasons of natural calamities, war, arson, civil disturbance, unavailability of any communication system including Internet, breach or virus in the processes or payment mechanism, sabotage, acts of government, computer hacking, unauthorised access to computer data and storage devices, computer crashes, breach of security and encryption codes and such other reasons beyond the reasonable control of a person (each a “Force Majeure Event”), then to that extent Zerodha or such intermediary shall be prevented or delayed from performing all or any part of their respective actions under these terms despite reasonable efforts to do so, then such party shall be excused from performance under these terms for so long as reasons of Force Majeure event continue.
10. 1.10Your application/bid could be rejected by Zerodha if Your application is not submitted before the cut-off time as stated in Point 5 below, or if You have not accepted the UPI based ASBA blocking request within the specific time period and during the Exchange operating hours to complete such actions.
11. 1.11You hereby agree to indemnify and hold harmless Zerodha, and/or any of its affiliates/Directors/KMP, against any and all losses (whether actual or notional), costs, expenses etc., which may be caused towards Zerodha and/or any of its affiliates, due to the results of instructions provided by You, against any claims, demands, actions, proceedings that may be initiated against either Zerodha and/or any of its affiliates/Directors/KMPs, which is caused due to the instructions provided by You.

2. Order Collection Platform

1. 2.1 Only order collection platform: With respect to IPO/FPO applications, Zerodha/Kite or any such other platforms/applications provided/powered by Zerodha, Zerodha would only be an order collection platform, which would collect orders at the instructions of the Client, i.e. You, and pass it onto the Exchanges on an ‘as is’ basis.
   
   All applications shall be routed through the Exchanges (i.e. NSE, BSE and MCX)
2. 2.2 You agree to maintain sufficient balance in your bank account (that is linked to your Zerodha trading and demat account) during the bid/application process through your UPI application to successfully bid with respect to the quantity of units/lots you have placed an instruction to bid for via the application. In case you do not have sufficient funds in your bank account, your bid/order will be rejected.
   
   Zerodha shall process applications without checking the fund balance maintained by You in Your bank account, and it is Your responsibility to maintain such funds to process IPO/FPO applications.
3. 2.3 IPO bidding happens via Exchange platforms, best effort to process application:
   
   Zerodha will take its best efforts to place bids to the Exchanges as per prescribed procedures/timelines set by the Exchanges. In case there are rejections/cancellations of bids or any other discrepancies with respect to order placements, Zerodha shall take no responsibility whatsoever with respect to non placement of orders for any reason.

3. UPI Process as set by NPCI & Exchanges

1. 3.1 You must qualify to be a UPI user, use a UPI application that is licensed by NPCI, and follow all such directions provided by NPCI from time to time. All FAQs, and rules prescribed by NPCI, shall be applicable to You while subscribing for an IPO/FPO application/bid. You may read the FAQs, which is subject to being updated from time to time.
2. 3.2 On successful bidding, You will receive a block funds UPI request, You must accept this request via any UPI application (that is registered with NPCI) downloaded on your phone. Allotment of any application/bid with respect to any IPO/FPO will not be successful, if this acceptance is not completed successfully on time by You on your UPI application.

4. No warranty / No responsibility

1. 4.1 To the fullest extent permissible pursuant to applicable law, Zerodha/ the Kite platform, or any such other platform that Zerodha enables IPO/FPO bids, along with its officers, directors, employees, affiliates and subsidiaries disclaim all warranties or guarantees – whether statutory, express or implied – including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
2. 4.2 You expressly agree that use of the services of this platform is at your sole risk. All information provided through the website/platform/mobile application is provided on an ‘as is’ best effort basis.
3. 4.3 The Zerodha/Kite website/platform/mobile application and any data, information, third party software, reference sites, services, or software made available in conjunction with or through the website/platform/mobile application are provided on an “as is” and “as available,” “with all faults” basis and without warranties or representations of any kind either express or implied.
4. 4.4 Zerodha/Kite, or any such other platform where Zerodha enables IPO/FPO bids, and any third party suppliers, affiliates, subsidiaries, licensors, employees, and partners do not warrant that the data, software, functions, or any other information offered on or through the app will be uninterrupted or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected.
5. 4.5 Zerodha/Kite and any third party suppliers, licensors, affiliates, subsidiaries and partners do not warrant or make any representations regarding the use or the results of the use of the website/platform/mobile application in terms of correctness, accuracy, reliability, or otherwise.
6. 4.6 You understand and agree that if you use, access, download, or otherwise obtain information, materials, or data through the website/platform/mobile application, the same shall be at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system and / or other device) or loss of data that results from the download or use of such material or data.
7. 4.7 We do not authorise anyone to make any warranty on our behalf and You should not rely on any such statement. This paragraph shall survive termination of your usage of this platform or the services of Zerodha/Coin the platform. In no event will Zerodha/Coin be liable for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the website/platform/mobile application.
8. 4.8 The failure of Zerodha to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision. Any waiver of any provision of these terms will be effective only if in writing and signed/sent from Zerodha as per the Notice clause below.
9. 4.9 Zerodha makes no warranty that the IPO application window/platform will be uninterrupted, timely, secure or error free. Downtime or interruptions may be caused due to connectivity issues with the Exchanges, merchant bankers, payment service providers, or any such other dependencies/service providers, and Zerodha shall not be liable for any direct or indirect losses caused due to such interruptions.
   
   Zerodha may choose to close/suspend the IPO/FPO bidding/application window/platform at any time, as per its own discretion, without providing any prior notification to You.

5. Cut off time/process

Zerodha may stop accepting/collecting orders on the last day of all open IPO/FPO windows at a different cut off time, which may be earlier than the Exchange prescribed cut-off. The cut-off time will clearly be mentioned on Zerodha’s platform, and may be different from each such IPO/FPO.
This is implemented to complete all operational activities with respect to collecting application bids.

6. Governing law and forum for disputes

Any claim or dispute you may have against the platform, that is powered/provided by Zerodha, must be resolved by the process set by Securities Exchange Board of India (and the Exchanges - NSE & BSE, as per their Exchange redressal mechanisms provided) and/or the new ODR (Online Dispute Resolution) process set of redressing investor complaints. Your usage of this platform and/or any website/platform/mobile application of Zerodha shall be governed by Indian law. This paragraph shall survive termination of your usage of the website/platform/mobile application.