These terms and conditions (“Terms and Conditions”) regulate the Online Services (“Online Services”) offered by NBP Fund Management Limited also referred as “NBP FUNDS” for the Funds (as defined below) to the Users (as defined below).
Whereas, NBP FUNDS is offering the Online Services in compliance with the responsibility imposed upon it pursuant to the trust deeds of the Funds, to facilitate investment and divestment by Unit Holders (as defined below) and to make adequate arrangements for receiving and processing applications in this regard.
1. Definitions and Interpretation
All capitalised terms used herein shall have the following meanings:
- “Account”means a User’s account(s) maintained with banks and/or financial institutions, from which investment monies will be paid and to which redemption proceeds will be paid.
- “Activity”means any activity carried out, transaction made or request given by a User in relation to availing a Service.
- “Administrative Plan”means the investment plans offered by the NBP FUNDS from time to time which allows Unit Holders a focused investment strategy in any one or a combination of Collective Investment Schemes managed by NBP FUNDS.
- “Constitutive Documents”means the trust deed, offering documents and other principal documents governing the formation of a Fund, including all related material agreements.
- “Collective Investment Schemes”has the meaning given to it in the NBFC Rules, 2003.
- “Funds”means the Collective Investment Schemes managed by NBP FUNDS.
- “Instruction”means any instruction or command purportedly given by a User in reference to any Service by using the Online Services.
- “NAV”means, in relation to a Fund, the per unit value of that Fund arrived at by dividing the Net Assets (being the excess of the assets over the liabilities of the Fund, such excess being computed in the manner provided in the offering document for the relevant Fund) by the number of Units (as defined below) outstanding in that Fund.
- “Password”shall mean a password selected by a User to enable it to log in to the Online Services and access the Services.
- “person”shall mean and include individuals, company or corporation, sole proprietorship, partnership firm and any other association of persons whether registered or not.
- “Service”shall mean and include all facilities and services under Online Services including the following:
- NAV for Funds under management of NBP FUNDS;
- enquiry by a Unit Holder to know the value of the units (NAV for a Fund multiplied by the number of units held by the Unit Holder in that Fund) held by a Unit Holder in a particular Fund
- general information about the Funds under management of NBP FUNDS;
- registration service for the subscription by SMS alerts of NAV for Funds managed by NBP FUNDS;
- registration service for the subscription by email alerts of NAV for Funds managed by NBP FUNDS;
- appointment request with sales agent of NBP FUNDS;
- balance inquiry by Unit Holders;
- purchase of Units by Unit Holders;
- redemption of units in a Fund by Unit Holders;
- conversion of units from one Fund to another Fund pursuant to the Constitutive Documents of such Fund, by a Unit Holder;
- online opening of Online Services by new investors and existing Unit Holders;
- issuance of Unit certificates to Unit Holders;
- pledging of Units by Unit Holders;
- change of details of a Unit Holder entered in the Register of the relevant Fund;
- transfer and transmission of Units by a Unit Holder;
- online investment payment through credit card, debit card and Inter Bank Funds Transfer.
- online payment through debit card and Inter Bank Electronic Funds Transfer Facility(The NBP FUNDS unit holders who have activated the Co-branded ATM Card are eligible for NBP FUNDS E-Banking services available through NBP FUNDS website www.nbpfunds.com.) by account holders of the Online Services; and
- option to upload KYC, identification and other documents online to account holders of the Online Services.
- “Transfer”means the Inter Bank Electronic Funds Transfer Facility used by the Users for making online payments for using a Service.
- “Unit”means an undivided share in a Fund.
- “Unit Holder”means a legal or natural person whose name has been entered in the register of the Unit Holders of the Fund(s) in which it is holding units, who has been allotted and is holding units in one or more of the Funds managed by NBP FUNDS.
- “User”means and includes the person using the Online Services by registering to the same.
- “Online Services”means the NBP FUNDS website to be used by the Users who are registered with NBP FUNDS to avail the Services.
- Words importing the singular shall include the plural or vice versa.
- A reference to one gender includes a reference to the other gender.
- By receiving the automatically generated password for the first log in to the Online Services, the User is deemed to have acknowledged that it has read, reviewed, understood and unconditionally and irrevocably accepted all these Terms and Conditions. These Terms and Conditions form the contract between the User and NBP FUNDS for the use of the Online Services. These Terms and Conditions are in addition to and not in derogation of the Constitutive Documents for the relevant Fund(s) of which the User is a Unit Holder and shall be construed in accordance with the applicable law and regulations from time to time. NBP FUNDS shall have the absolute discretion to amend or supplement any of these Terms and Conditions pertaining to the Online Services at any time and shall be notified by hosting the same on the website of NBP FUNDS or in any other manner as decided by NBP FUNDS. Such amended Terms and Conditions stipulated by NBP FUNDS will thereupon apply to and be binding on the User. The User shall be responsible for regularly reviewing these Terms and Conditions, including amendments thereto as may be posted on the website of NBP FUNDS.
- The User shall have no objection to NBP FUNDS verifying the User’s identity before registering the User for Online Services. The User shall register for Online Services by providing such personal details as shall be required by NBP FUNDS from time to time for the purpose of effecting the registration. NBP FUNDS shall validate the personal details provided by the User to enable the User to register to the Online Services. In the event that any of the details provided by the User are not in conformity with the details available with NBP FUNDS, NBP FUNDS shall, at its sole discretion, reject the registration of the User and the User may be required to update its personal details with NBP FUNDS in the manner prescribed by NBP FUNDS. In the event of incorrect submission of details or the User failing the KYC procedures, its account may also be blocked and any payment made shall be returned or the Units purchased shall be redeemed, as the case may be, to the User by transferring the monies to the account from which the payment was made.
- In case of any discrepancy in the details of any transaction carried out in respect of the User’s Online Services, the User shall be obliged to intimate to NBP FUNDS thereof in writing within 10 (ten) days of receipt of the statement of account. In the event of the User failing to intimate, the statement of account will be deemed to be correct and accepted by the User.
- NBP FUNDS is authorized to provide any information or details relating to the User, its account(s) of the relevant Fund(s) or its Account(s) to any third person so far as is necessary to give effect to any instructions or to comply with any order of the Court or of any competent/ statutory authority or as is required under applicable law.
- The User hereby confirms that the User shall solely be responsible for conducting all activities by using the Services and Password over the Online Services and the same will be deemed to have emanated from such User. The User agrees that all Instructions transmitted by using the Online Services, shall be deemed to be written instructions and agrees not to dispute or challenge the validity or enforceability of any such instruction on the grounds that such instructions were not written documents and hereby waives any such right the User may have at law. In addition, such Instructions are considered original documents and the User agrees not to challenge the admissibility of any such instruction on the grounds that it is made in electronic or oral form.
- The User represents to NBP FUNDS that the User has full power to perform its obligations in accordance with these Terms and Conditions and availing the Online Services.
- The User agrees that the Online Services is being provided by NBP FUNDS for the User’s benefit and in discharge of the duty imposed upon NBP FUNDS to facilitate investment and divestment by Unit Holders and to make adequate arrangements for receiving and processing applications in this regard. The User further acknowledges that NBP FUNDS has the power to provide the Online Services pursuant to the Constitutive Documents and the transactions envisaged by the Online Services along with these Terms and Conditions shall be legal, valid and binding and in accordance with the provisions of the Constitutive Documents.
- In order to have a valid transaction, where the User is not resident in Pakistan or the person to whom the User intends to transfer its Units, is not resident in Pakistan, the User agrees to ensure that the information on the Proceeds Realization Certificate(s) matches the details of the User’s Online Services.
- The Unit Holder accepts that all transactions effected through use of the Online Services shall be binding jointly and severally on all joint Unit Holders.
3. Security and Confidentiality of Information
- The Password selected by the User is confidential in nature and the User confirms that it will keep the Password confidential and will not divulge it to anybody else except for the purpose of using it itself for availing of any facilities as may be offered by NBP FUNDS under Online Services from time to time. The User also agrees to take all possible care to prevent discovery of the Password by any other person. The responsibility for misuse of the Password of the User is solely of the User and NBP FUNDS shall not be responsible for the use/misuse of the Password in any manner whatsoever. Accordingly, the User agrees to accept the activities conducted through the use/misuse of or fraudulent use of the Password of the User in the same manner as if such activities were duly authorized by the User itself.
- The User confirms and assures that it will not share its Password with any person(s). Notwithstanding the aforesaid, in the event of the User sharing its Password with any other person(s), for availing any facilities offered by NBP FUNDS under Online Services, then for such disclosure and any consequences of use / misuse of Password by such person(s), the User shall be solely responsible.
- The User shall inform NBP FUNDS immediately in case its Password becomes known to any other person or is lost. NBP FUNDS may in its absolute discretion, issue to the User a new Password on similar terms and conditions or under such terms and conditions as NBP FUNDS may deem fit.
- The User is aware of all security risks including possible third party interception of its account and the content of it account becoming known to third parties. The User accepts that the use of the Online Services is not the most secure method of accepting and transmitting information and that it involves security hazards and the risk of any loss of information or obtaining of information by any third party will be to its account and NBP FUNDS shall, in no way, be held responsible for the same and this shall not be considered as a breach of its or its constituent company.
- A User’s access to Online Services will be disabled if a wrong Password or identification information is entered successively for 3 times or as decided by NBP FUNDS in its sole discretion from time to time.
- The User shall ensure that the title of its bank account from which investment monies will be paid and to which redemption proceeds will be paid, shall be the same as the title of its Online Services to achieve an additional level of security.
- The User acknowledges that the price, rates, conditions and charges applicable for a Service shall be in accordance with the applicable Constitutive Documents and susceptible to change in accordance with the terms thereof.
- The calculation of the NAV for investment and redemption transactions will be done in accordance with the Constitutive Documents.
- The Unit Holder agrees that if it purchases units of a backward pricing Fund, appropriate number of Units at the applicable offer price shall be issued to the Unit Holder in accordance with the Constitutive Documents. Whereas, in the case of forward pricing Funds the amount invested will be shown immediately in the account statement of the Unit Holder with the narration that appropriate number of Units at the applicable offer price will be issued after announcement of the offer price.
- The User understands that the Online Services shall be provided at the sole discretion of NBP FUNDS who may, at its absolute discretion, alter, suspend or terminate any of the Services or Online Services completely or partially without any notice to the User and without assigning any reasons thereof and the User agrees that NBP FUNDS will not be liable for any consequences in connection thereof. NBP FUNDS reserves the right, in its sole discretion, to withdraw any or all the Funds from the Online Services with prior notice published on its website without assigning any reason for such withdrawal of Fund.
- Copyright in the images, text, screens and web pages appearing at the Online Services is owned by NBP FUNDS or others as indicated. The User may copy information from the Online Services for the User’s personal or educational use only, provided that each copy includes any copyright, trademark or service mark notice as they appear on the pages copied. The information and materials may not otherwise be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted or otherwise used for public or commercial purposes, without the express written permission of NBP FUNDS and except as provided in these Terms and Conditions.
- The User may close his Online Services by contacting NBP FUNDS.
- The User consents that persons authorized by it may give an Instruction or use a Service on its behalf. The User accepts all risks in connection with such third party use and further and accepts that NBP FUNDS shall not be liable in any manner and for any reason whatsoever in connection with such third party use on behalf of the User. In the event of an unauthorized person using a Service or giving an unauthorized Instruction, the User shall inform NBP FUNDS of such fact not later than 24 hours after receiving a notification from NBP FUNDS that an Instruction has been received or a Service has been used.
- An Instruction is valid for 48 hours from the date it is [given by the User OR received by NBP FUNDS]. If payment for processing an Instruction is not received within the aforesaid 48 hours, the Instruction will cease to be valid and NBP FUNDS will not be liable to process or act upon such Instruction. In the event that a transaction is completed and (a) payment is debited and the (i) Units are not purchased or (ii) funds are not transferred within the specified time, or (b) the Units are redeemed and payment is not credited to the Account, the Unit Holder is required to lodge a claim form/complaint with NBP FUNDS for the respective transaction amount within 7 days. The matter shall be resolved by NBP FUNDS after satisfactory evidence and proper verification. The decision of NBP FUNDS in this regard shall be final and the Unit Holder agrees to be bound by it.
- Any redemption request would be further subject to the closing Units available in NBP FUNDS’s records.
- In the event that there is insufficient number of Units lying to the Unit Holder’s credit in its account with NBP FUNDS or the drawing limit is exhausted or insufficient funds are lying in the Account, no fund transfer or investment transaction will be allowed. The Unit Holder, therefore, undertakes that it shall not make any transaction via the Online Services which would have the effect of investing, redeeming, transferring, drawing or spending over and above the prescribed limit and such request shall not be honored by NBP FUNDS. Notwithstanding this condition, if for any reason the Unit Holder somehow spends or transfers money over and above its prescribed limit or an investment or redemption request is somehow processed, then the Unit Holder agrees to authorize NBP FUNDS to redeem such number of its Units equal to the withdrawn/spent amount plus any applicable Charges from the balance of its Units lying with NBP FUNDS.
The step by step guide for using a Service shall be available on the website of NBP FUNDS.
- The User agrees that it may be charged transaction cost, charges, fees, duties, levies and other expenses for using the ATM Facility (“Charges”) for using any Service, which shall be prescribed by NBP FUNDS from time to time through its Schedule of Charges, which will be available on NBP FUNDS website. However, NBP FUNDS may increase the transaction cost from time to time in consideration for the Services provided herein and will notify the same through its website.
- Any revision by NBP FUNDS shall not be challenged by the Card Holder and shall be paid as soon as NBP FUNDS informs the Card Holders to do so. All charges are non-refundable unless otherwise indicated by NBP FUNDS. [The Cardholder shall ensure that sufficient funds are always available in Account before using the relevant Service and to account for any Charges levied. OR
- The Charges shall be deducted/recovered by NBP FUNDS by redeeming equivalent number of Units from the Card Holder’s account based on the redemption price applicable on the redemption proceeds for onward remittance to the Bank and/or revenue authorities.]
6. Online payments
- The online payment system is provided by NBP FUNDS and its third party suppliers. The User warrants that in using the online payment facility it is authorized to use such facility for the payment or payments it is making. NBP FUNDS may provide more than one facility for making online payments.
- The User agrees that for the purpose of avoiding risks associated with paying for online transactions, monies received from the Users will remain in a blocked status with NBP FUNDS until it receives a transaction confirmation from the merchant bank, whereupon NBP FUNDS will deposit the monies in the collection account of the relevant Fund. The Unit(s) issued against the subscription money shall also remain in a blocked status during which time the Unit Holder will not be able redeem/convert the Unit(s) issued till the time it remains blocked. In the event of a disputed transaction, the blocked Units shall be redeemed by NBP FUNDS and the proceeds shall be paid to the Unit Holder to the account from which the payment was made.
- NBP FUNDS will not be liable if a payment transaction cannot be processed as a result of (i) a legal order prohibiting withdrawals from the Account, (ii) the Account is closed or has been frozen, (iii) NBP FUNDS is otherwise not authorized to debit the Account, (iv) the transaction would cause the Unit Holder’s balance to go over the credit limit for any credit arrangement set up to cover overdrafts, or (v) the Unit Holder providing an incorrect account number or other incorrect details whether personal or otherwise. The Unit Holder agrees that NBP FUNDS shall not be liable for any costs, fees, loss or damage in the event it fails to process an Instruction where payment has been made by using the Transfer in the correct amount or in a timely manner when properly instructed to do so by the Unit Holder, except where (a) the Account has insufficient funds, (b) the funds are subject to legal process or other encumbrance restricting such Transfer or (d) as otherwise provided in instructions by the State Bank of Pakistan.
- NBP FUNDS reserves the right to refuse to honor payment requests that it believes or suspects (rightly or wrongly) are fraudulent or erroneous. The Unit Holder understands, however, that NBP FUNDS’s exercise of this right will be in its sole discretion and the Unit Holder should not rely on NBP FUNDS to discover or prevent loss as a result of a fraud or erroneous payments.
- Unit Holder will receive an email or SMS in case where payments are made using the online services offered by NBP FUNDS, which will be a conclusive evidence of the service used or transaction made by the Unit Holder. In case of any discrepancy the Unit Holder should immediately contact NBP Funds – Help Line.
7. Payments through debit or credit cards
- If a Unit Holder is making payment through debit or credit cards, it shall use the unique code provided to it by NBP FUNDS for depositing subscription monies. The step by step guide for making payment through debit or credit cards and other methods of online payments shall be posted on the website of NBP FUNDS.
- The Unit Holder agrees that once it has made a payment through debit or credit cards for using a Service, the payment cannot be cancelled and NBP FUNDS will not be liable to refund any monies paid for a valid transaction. In the event there is any claim for/ of charge back by the Unit Holder, such Unit Holder shall immediately approach NBP FUNDS with details of its claims. Refunds, if applicable, for payments taken in error by NBP FUNDS will only be credited back to the debit/credit card used for the original transaction, provided that documentary evidence is supplied by the Unit Holder.
- If the card supplier declines payment, NBP FUNDS will not be liable and is under no obligation to bring this fact to the Unit Holder’s attention. It is the Unit Holder’s responsibility to check with the card supplier that payment has been deducted from the debit or credit account.
- Regarding payments made by debit or credit card, NBP FUNDS reserves the right to only accept certain card providers and may modify the list of such providers, including no longer accepting any debit or credit card payments of any kind from any card providers, at any time without prior notice to the Unit Holder.
- If the Unit Holder provides NBP FUNDS the Unit Holder’s debit or credit card information to pay for a Service, the Unit Holder authorizes NBP FUNDS to automatically charge the Unit Holder’s provided debit or credit card for all charges on the Unit Holder’s account, and NBP FUNDS will automatically charge the Unit Holder’s debit or credit card for all such charges. If NBP FUNDS is unable to charge the Unit Holder’s provided debit or credit card for any reason, NBP FUNDS retains the right to assess additional charges up to the maximum amount or rate allowed by law, on the amount due until that amount is paid and, as a result, the Unit Holder may be subject to suspension of the Unit Holder’s use of its Online Services or termination of the Unit Holder’s Online Services, in NBP FUNDS’s sole discretion.
- The Unit Holder further understands and agrees that at all times its relationship with each Account provider is independent of NBP FUNDS and its use of the Transfer. NBP FUNDS will not be responsible for any acts or omissions by the bank/financial institution or other provider of any Account, including without limitation any modification, interruption or discontinuance of any Account by such provider.
- If a Unit Holder wishes to cancel a Transfer, it should contact its bank/financial institution and NBP FUNDS immediately.
- NBP FUNDS shall have no obligation to verify the authenticity of any Activity conducted, Service used or Instruction received or purported to have been received from the User other than by means of verification of the Password. The User shall directly contact NBP FUNDS for any fraudulent transaction(s) on account of misuse of the Online Services by a fraudulent individual/party and such issues shall be suitably addressed by NBP FUNDS alone in line with its policies and rules. The User agrees that under no circumstances shall NBP FUNDS be liable for such fraudulent service transactions.
- The User understands that NBP FUNDS disclaims all and any liability, whether direct or indirect, whether arising out of loss of profit or otherwise arising out of any failure or inability by NBP FUNDS to honor any instruction from the User for whatsoever reason. The User understands and accepts that NBP FUNDS shall not be responsible for any of the risks. The User also accepts that NBP FUNDS has disclaimed all liability in respect of the said risks. The Unit Holder accepts that there may be delays in processing Instructions for investment or redemption of Units due to the infrastructure, connectivity and services provided by the network service providers and other factors, including unavailability of funds in the Account or delays by the User’s banks and/or financial institutions. As a result, while the User may give an Instruction before the cut-off timings on a business day, the same may be processed after the cut-off timings and in calculating the NAV, the following business day’s rates shall be applicable. The User shall not hold NBP FUNDS liable for any such instance.
- The User acknowledges that the Online Services is dependent on the infrastructure, connectivity and services provided by the network service providers and other factors. The User accepts that timeliness, accuracy and readability of SMS/alerts/information shall depend on factors affecting the network service providers. NBP FUNDS shall not be liable for non-delivery or delayed delivery of SMS/alerts/instructions/information, payments, error, loss or distortion in transmission of information and Instructions to/from the User.
- The User shall not interfere with, alter, amend, tamper with or misuse in any manner whatsoever the Online Services and in the event of any damage or loss due to improper or fraudulent use by the User, it shall be liable itself.
- The technology for enabling the Online Services can be affected by virus or other malicious, destructive or corrupting code, programme or interceptions. This could result in delays in the processing of Instructions or failure in the processing of Instructions and other such failures and inabilities. The User shall not hold NBP FUNDS liable for any such instance. Delays may also be caused as a result of, inter alia:
- electrical breakdown disrupting the Online Services connection;
- web browser shutting down before receipt of confirmation of the Instruction from the User;
- dispute over the authenticity of the User’s signature or any incorrect detail submitted by the User or any other error made by the User; and
- multiple investments simultaneously made by the User.
In the event of any dispute arising between the User and NBP FUNDS as a result of any of the aforesaid circumstances resulting in a delay, the dispute shall be resolved through the mechanism provided in Clause ‘12’.
- The User understands and accepts that the offer price or redemption price of units of the Funds may change from time to time and that NBP FUNDS shall not be responsible or held liable for quoting or misquoting any price whatsoever.
- NBP FUNDS will act as intermediary only in transferring funds from the User’s account to a third party.
- The User acknowledges having read and understood these Terms and Conditions. The User accepts and agrees to be bound by these Terms and Conditions including those excluding NBP FUNDS’s liability.
- NBP FUNDS shall not be liable for any loss or damage to the User as a result of making or not making the Online Services available to the User, including direct, indirect, consequential or special loss, even if NBP FUNDS has been advised of the same. Circumstances where NBP FUNDS will not be liable will include (but not be limited to):
- acting on Instructions received by NBP FUNDS through the use of the Password;
- any reliance on financial information provided as part, or by means of, the Online Services; and
- loss or distortion of data during transmission or other faults in the telecommunication network or a network failure.
- The contents on the Online Services are for convenience and information purposes only. The User should consult its financial, tax and legal advisors, and independently verify all content provided through the Online Services before it makes decisions. Nothing in these Terms and Conditions or on the Online Services constitutes an offer to sell or buy any product. Nothing on the Online Services or in these Terms and Conditions should be construed as rendering tax, legal, investment or accounting advice. The posting of any prospectus or any other information on the Online Services or these Terms and Conditions are not a recommendation or opinion for the User to buy or sell any product or participate in any transaction.
- In addition to and without limiting the foregoing, NBP FUNDS shall not be liable for any harm caused by the transmission, through the services or information, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of the services or any of the User’s software, hardware, data or property.
- NBP FUNDS will not allocate an account number to a User and will not transfer Units in its name unless NBP FUNDS has completed its KYC procedures and verified the information submitted by the User and the User has paid the purchase price.
- NBP FUNDS reserves the right to take legal action against those Users committing or attempting to commit online frauds.
- The Unit Holder accepts all debits made to the Account arising from use of the Online Services without limitation (except after written notice of loss has been received and acknowledged by NBP FUNDS/the Bank).
- The User indemnifies and agrees to keep NBP FUNDS, including its officers, employees and agents, at all times saved, defended, harmless and indemnified from and against any and all loss, costs, outgoings, expenses, claims, actions, damages or consequences whatsoever on a full indemnity basis that they may suffer as a result of or in consequence of NBP FUNDS providing the Online Services or arising out of the User’s use of the Online Services.
11. Governing Law
- The validity, construction and performance of these Terms and Conditions shall be governed by and be interpreted in accordance with the laws of the Pakistan. Any dispute arising in connection with these Terms and Conditions shall be decided by a sole arbitrator appointed by the Chairman of the Karachi Stock Exchange (Guarantee) Limited in accordance with the Arbitration Act, 1940, whose decision shall be final and binding. The place of arbitration shall be Karachi and the language of the arbitration shall be English.
- No forbearance, delay or indulgence by NBP FUNDS in enforcing the provision of these Terms and Conditions between NBP FUNDS and the User shall prejudice or restrict the rights of NBP FUNDS nor shall any waiver of its rights in relation to a breach of these Terms and Conditions operate as a waiver of any subsequent breach and no right, power or remedy given to or reserved to the NBP FUNDS under the agreement is exclusive of any other right, power or remedy available to NBP FUNDS and each such right, power or remedy shall be cumulative.
- If any provision of these Terms and conditions is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity or enforceability of any or all of the remaining provisions of these Terms and Conditions.