Master Services Agreement

This Master Services Agreement (the “Agreement”) is between AKTAI LTD, a company registered in England and Wales (registered office: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom) (“Aktai”, the “Service Provider”, the “Processor”), and you, the SEBI-registered Research Analyst or the firm you operate (the “RA”, the “Customer”, the “Data Fiduciary”).

The firm owner accepts this Agreement when ticking the acceptance box at sign-up. The version and timestamp of your acceptance are recorded against your account as the durable acceptance record. For enterprise arrangements a counter-signed copy can be executed instead.

• Service: the Aktai software platform, namely filing and news monitoring, AI-assisted factual note drafting, white-label multi-channel delivery, client and practice management, and the SEBI Regulation 25 tamper-evident audit record, as provided at ra.aktai.app and its APIs.
• Client Data: personal and financial data of your end clients that you load into or generate through the Service.
• Research Content: any note, recommendation, call, target, model portfolio, or communication issued to an end client.
• AI Tools: the third-party large-language-model and machine-learning components Aktai uses to draft factual notes and tag sentiment.

2.1 Aktai is software. Aktai provides a technology tool and processing infrastructure. Aktai is not a Research Analyst, Investment Adviser, broker, or portfolio manager, is not registered with SEBI in any capacity, and does not provide research or investment advice to you or to any end client.

2.2 Aktai does not author Research Content. AI Tools generate factual draft material from public filings and news as a convenience. A draft is not research or advice. Aktai does not issue buy, sell, or hold recommendations, set price targets, or form a view on any security.

2.3 You are the sole regulated principal. You are solely responsible for reviewing, editing, approving, and issuing all Research Content under your own name and SEBI registration, and for that content's compliance with the SEBI (Research Analysts) Regulations, 2014 (as amended), the applicable Master Circular, and all other applicable law. No Research Content reaches an end client except through your deliberate, role-authorised approval in the Service.

2.4 No reliance. You shall not represent to any person that Aktai provides research or advice, or that Aktai is registered with SEBI.

You shall:

• hold and maintain a valid SEBI Research Analyst registration and display your registration number on communications;
• review and approve every note before it is sent, and never rely on an unedited AI draft as research;
• obtain and retain end-client consent for processing and for each delivery channel (DPDP Act, 2023; SEBI norms);
• provide each client the MITC / subscriber agreement and the AI-use disclosure;
• verify any figure in a draft against the source filing before approving it;
• not use the Service for material non-public information, assured-return claims, or any service requiring a registration you do not hold.

Aktai shall:

• provide the Service with commercially reasonable availability and security;
• host Client Data at rest on India-region servers (currently a Mumbai VPS), encrypted in transit and at rest;
• process Client Data only on your documented instructions, as set out in the Data Processing Addendum (section 7);
• maintain the SEBI Regulation 25 tamper-evident audit record and make it exportable to you;
• not sell Client Data and not use it other than to provide the Service;
• give notice of any new sub-processor.

Client Data at rest resides in India. Named sub-processors process content in transit outside India under their respective data-processing terms: at minimum the AI Tools provider (Anthropic), the email provider (Resend), and the messaging providers (Meta WhatsApp and Telegram). The current list and regions are maintained in Aktai's sub-processor register.

The honest representation Aktai and you may make to clients is: client data at rest is in India; named sub-processors process it in transit under contract. Neither party shall overclaim beyond this.

Aktai discloses that the Service uses AI Tools to draft factual notes and tag sentiment. You acknowledge the human-in-the-loop design (no auto-send) and that SEBI places responsibility for AI-assisted output on the registered RA, not the vendor. Aktai makes no warranty that AI output is accurate, complete, or fit for issuance without your review.

You are the Data Fiduciary; Aktai is the Data Processor acting on your instructions. A Data Processing Addendum (incorporated by reference) governs purpose, security measures, sub-processing, breach notification, and assistance with data-subject rights under the DPDP Act, 2023. On termination, Aktai returns or deletes Client Data per section 12.

8.1 Aktai's property. The Aktai platform, software, models, brand, and all associated intellectual property are and remain Aktai's exclusive property. This Agreement transfers no ownership to you; you receive only a non-exclusive, non-transferable, non-sublicensable right to use the Service during your subscription.

8.2 Your data and content. Client Data remains yours. Research Content you write, edit, and issue is yours as the registered analyst, and Aktai claims no ownership of it. You grant Aktai only the limited licence to host and process Client Data and Research Content needed to provide the Service to you.

8.3 Feedback. If you give Aktai feedback or suggestions about the Service, Aktai may use them for any purpose without restriction or obligation to you.

• Subscription fees are as agreed during onboarding and shown at checkout, plus any applicable GST, billed via Stripe or Razorpay.
• Fees are non-refundable except where these terms or applicable law expressly require a refund. Aktai may suspend the Service on notice if fees are overdue.
• Aktai's fees are for the software only and are unrelated to any fee you charge your own clients.

10.1 Provided “as is”. To the maximum extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory. Aktai disclaims all implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, timeliness, and non-infringement. Aktai does not warrant that the Service, any filing summary, AI draft, or delivery will be accurate, uninterrupted, error-free, or fit for issuance without your review.

10.2 No uptime guarantee. Aktai aims for high availability but does not guarantee uninterrupted access, and is not liable for downtime, maintenance windows, the acts or omissions of third-party providers (delivery channels, data sources, payment processors, infrastructure), or for filing and market-data delays from exchanges or data sources.

11.1 Your indemnity. You shall indemnify, defend, and hold harmless Aktai and its officers, directors, employees, and agents from and against any claim, damage, loss, liability, cost, or expense (including reasonable legal fees) arising out of or relating to: (a) any Research Content you issue; (b) your advice, recommendations, or calls; (c) your breach of this Agreement or of any law, including the SEBI Research Analyst Regulations, securities law, or any market-abuse rule; (d) your failure to obtain or maintain client consent; or (e) any claim brought by your end client.

11.2 Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, data, goodwill, or business, or for any trading or investment loss of any end client, however arising.

11.3 Liability cap. Subject to clause 11.4, Aktai's total aggregate liability for all claims arising out of or relating to the Service or this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees you actually paid Aktai in the 12 months immediately before the event giving rise to the claim. Where you have paid Aktai nothing in that period, Aktai's aggregate liability shall not exceed USD 100.

11.4 What is never excluded. Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.

This Agreement runs for your subscription period and renews with it. Either party may terminate on 30 days' notice, or immediately for material uncured breach or on the other's insolvency. On termination, Aktai (a) gives you a final export of your Regulation 25 audit record and Client Data, and (b) deletes Client Data within 30 days, except where law (including the SEBI five-year record-keeping obligation) requires retention, in which case you remain responsible for retaining your own exported records. Sections 2, 8, 10, 11, 13, and 15, and any provision that by its nature should survive, continue after this Agreement ends.

Each party keeps the other's confidential information secret and uses it only to perform this Agreement. Client Data is your confidential information. This obligation continues for three years after the information is disclosed, and indefinitely for Client Data and any trade secret.

Neither party is liable for any delay or failure to perform, other than an obligation to pay, caused by an event beyond its reasonable control, including acts of God, war, civil unrest, epidemic, the failure of a third-party provider, internet or telecommunications failure, or government or regulatory action. The affected party shall notify the other and use reasonable efforts to resume performance.

This Agreement is governed by the laws of England and Wales.

The parties will first try in good faith to resolve any dispute informally. Any dispute that is not resolved within 30 days will be referred to and finally settled by arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Mumbai, India, the proceedings are conducted in English before a sole arbitrator appointed by mutual agreement, and the arbitrator's award is final and binding. The arbitrator may award the costs of the arbitration, including the arbitrator's fees and the prevailing party's reasonable legal costs, against the party that does not prevail. Nothing here prevents either party from seeking urgent interim relief from a competent court. This clause mirrors the India dispute-resolution provision in our Terms of Service, so the two documents agree.

This choice of law governs the contract between you and Aktai. It does not displace the SEBI (Research Analysts) Regulations, 2014, the DPDP Act, 2023, or any other Indian law that applies to you as a SEBI-registered Research Analyst operating in India. Those continue to apply to your activities regardless of the law governing this Agreement.

This Agreement, together with the Data Processing Addendum and any plan details shown at checkout, is the entire agreement between you and Aktai about the Service and replaces any earlier understanding on the same subject. It creates no partnership or agency between the parties. You may not assign it without Aktai's consent; Aktai may assign it to a successor or affiliate, including on a merger, acquisition, or sale of assets. If any provision is held unenforceable, it is limited or removed to the minimum extent necessary and the rest stays in force. A failure to enforce a provision is not a waiver of it. Amendments are effective only in writing; Aktai may update this Agreement on notice, and your continued use after a change takes effect is acceptance of it.

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