Notice to all Zerodha Partners

This is to notify to all the Zerodha Partners that a Code of Conduct shall be agreed upon by all
such existing and prospective Zerodha Partners from this date; August 11, 2017. The Code of
Conduct is stated below which shall intend to establish clear compliance and ethical standards
which are expected from Zerodha as an institution from all such Zerodha Partners involved in
conducting business and dealings with existing and future prospective clients of Zerodha.

This Code of Conduct shall apply to all Zerodha Partners and their employees, temporary workers,
agents, contractors, sub-contractors and similar individuals or entities. Zerodha expects all the
Zerodha Partners to be compliant with all applicable laws and demonstrate high amount of
business ethics.

Code of Conduct

Zerodha would strive to conduct business in a manner reflecting the values, vision and objectives
of the institution. Zerodha will only do business with partners who are committed to a long term
relationship focusing on mutual growth and trust.

“Zerodha Partner” shall be defined to be all such authorized persons who are registered with the
Exchange, companies and firms who are registered with Zerodha, after duly filling the required
“Zerodha Partner Enrollment (AP)” form, who are looking to build a long term relationship
focusing on growing sales and/or support with respect to the existing and future prospective clients.

I. Regulatory Compliance

All Zerodha Partners must comply to and operate within the laws of the particular jurisdiction,
including all such State legislatures, Taxation laws and laws applicable to the entire country. If
at any time, a Zerodha Partner ceases to meet any statutory and/or other requirement of the
state and country in which they are doing business, Zerodha reserves the right to immediately
cancel all its outstanding orders with that Zerodha Partner as well as terminate all of their
agreements with the Zerodha Partner.

II. Representation & Warranties

At the time of enrollment, and at the entire continuing time of the partnership, the Zerodha
Partner shall represent, warrant and declare that all such information provided in the “Zerodha
Partner Enrollment (AP)” form is true and correct to the best knowledge of the Zerodha Partner.
The Zerodha Partner also represents, warrants and undertakes to have complied with all such
statutory laws and compliances as it may be required to do so as per its jurisdiction and will
continue to do so on a continuous basis.

Exchange registered partners enrolling themselves for the “Zerodha Partner Enrollment (AP)”
module hereby represent and warrant that they shall comply with all such rules applicable to
 brokers and sub-brokers and all other such rules which are applicable from any or all of the
Exchanges and Securities Exchange Board of India (“SEBI”). No Zerodha Partner enrolling
with Zerodha shall be banned by SEBI.

The Zerodha Partner agrees to indemnify Zerodha to any damages, direct or indirect, which
occur due to breach of any Representation & Warranties, as provided in this clause. Zerodha
also reserves the right to terminate any such partnership, if it deems fit to do so.

III. Conduct of Business, Ethics and dealings with Zerodha and its clients

1. Minimum mandatory requirements for Zerodha Partners:

 To continue serving as a Zerodha Partner as part of the “Zerodha Partner Enrollment

(AP)” module, a minimum of 5 accounts in each of the calendar month or 30 accounts
in any 6 consecutive calendar months considered, are required to be opened.

In case the above mentioned target is not achieved, the Zerodha Partner will be
removed from the “Zerodha Partner Enrollment (AP)” module and all such clients
which were referred by that Zerodha Partner would be migrated to the Zerodha general
referral module.

2. Manner in which application process must be carried out:

 Only the Exchange registered Authorized Persons should sign the application forms to
enroll for the “Zerodha Partner Enrollment (AP)” module.
 In case a Zerodha Partner has registered as a company, a Board Resolution authorizing
the company’s employees must be passed with regard to performing those necessary
activities.
 Documents are required to be collected as per the requirements in the application forms
for opening a demat or trading account with Zerodha. The Zerodha Partners must
ensure that all required documents are collected at one go and thoroughly verified at the
time of collection.
 Proper In Person Verification (“IPV”) must be carried out for clients who are not Know
Your Customer (“KYC”) complied individuals.
 Central KYC details need to be compulsorily collected at the time of receiving the
application forms from the client. The required details are Mothers Name, Marital
Status, Occupation and Annual Income details.
 The Zerodha Partner shall not receive any money from the client or customer in any
form and for any such reason as it may be. Accepting cash payments is completely
prohibited for account opening fee. Zerodha Partners shall only receive payments from
Zerodha as per the arrangement as agreed between them.
  Zerodha does not provide leads in any form to the Zerodha Partners. The Zerodha
Partner shall generate all such leads by its own efforts, keeping in mind the entire Code
of Conduct while generating the same.

3. Complete and truthful representation of all information provided:

Zerodha Partners must ensure that all materials provided to Zerodha relating to and not
limited to; (a) any information received from third parties which may or may not be
confidential, (b) number of accounts opened and account opening related information, (c)
changes with regard to business information of the partner, are complete to the best of their
knowledge, truthful and accurate.

4. Marketing, advertising and communication ethics to be followed by Zerodha Partners:

 Creating websites, affiliate links, and redirect URLs mentioning the word ‘Zerodha’ or
any of its products and brands is prohibited.
 In the course of marketing communication, which includes online and physical
communication, Zerodha Partners shall not make any false, misleading or exaggerated
product performance statements.
 Without prior explicit permission, the Zerodha Partner is prohibited from disclosing
any information regarding the projects and assignments which are in place along with
Zerodha to the media or other third parties.
 Creating advertising and marketing campaigns using the name ‘Zerodha’, on search
engines and social media platforms is prohibited. If found, all such leads will be
unmapped from the Zerodha Partner.
 Creating postings and advertisements on classified portals such as Justdial, Sulekha etc
is prohibited.
 Creation of bulk email and SMS campaigns for marketing is strictly prohibited by any
Zerodha Partner.
 Copying/modifying/repurposing content from any of Zerodha and its associated
websites is prohibited.
 Information relating to trading tips, trading methods or free account opening and other
free items shall strictly not be posted on any offline or online platform.
 Creating Google Maps listings with false and unverified addresses is prohibited.
 Rigorous postings and messaging incessantly of referral links on social media and other
forums is prohibited.
 Creating user names on social media and any other platforms, containing the word
Zerodha or any of its products and brand names is prohibited.
 If you, as a Zerodha Partner, are creating a blog or website with the intention of
creating leads, you need to clearly identify yourself as a Zerodha Partner on the blog or
 website. You should clearly state that you are a Zerodha marketing partner and not an
authorized person if you are not registered on the Exchange.
 Creating email ID’s which include the name of Zerodha, its products or any of its
brands is prohibited.
 Any form of advertisement or method of generating publicity shall not be posted
without prior approval from Zerodha.

If a Zerodha Partner is found in breach of any of these above mentioned policies and ethics
(Conduct policy number 1-4), Zerodha reserves the right to terminate all such agreements,
purchase orders, lead creations and all such other tie up arrangements with the Zerodha
Partner, without any damages. In addition to this clause, Zerodha Partners are also required
to adhere to the “Zerodha Trademark & Intellectual Property policy” clause while
communicating physically or on social media.

5. Zerodha Trademark & Intellectual Property policy:

 The word ‘Zerodha’ is a registered Trademark under the application number ‘2375988’,
which is being used since July 2010 and is valid up to August 7, 2022. As per the
provisions of the Trademark Act, 1999, the usage of the word shall be restricted only to
such people/entities that are authorized to use such trademark.
 “Zerodha Trademarks” herein refer to any word marks, designs, acronyms, logos,
slogans, taglines or other brand features owned or used by Zerodha or any of its affiliate
companies or representatives.
 Any use of Zerodha Trademarks or any colorable imitations thereof may constitute
trademark infringement or unfair competition unless otherwise expressly authorized by
Zerodha.
 Among others, the following are prohibited without prior written permission from
Zerodha:

- You may not use or register, in whole or in part, any of Zerodha Trademarks or any
colorable imitations thereof as or as part of your service names, distributive material,
pamphlets, website names, social media campaigns, sales or marketing campaigns or
domain names.

- You may not shorten, abbreviate, misspell or otherwise change in any way any of
Zerodha Trademarks and in case you are authorized to use any of Zerodha Trademarks,
you should always use Zerodha Trademarks exactly as they are authorized or approved
by Zerodha.
 - You may not use any of Zerodha Trademarks on promotional free gifts or give-away
merchandise items, such as bags, mugs, T-shirts and so on.

The infringement of Trademarks attracts both civil and criminal penalties under the Trade
Mark Act, 1999 and under other applicable laws. Zerodha has the right to sue and file for
all such damages incurred from any such breach of a Trademark.

6. Audit:

Zerodha Partners shall be subject to reasonable audits from Zerodha and its representatives
from time to time.

7. Termination:

Zerodha reserves the right to immediately cancel all its outstanding orders, cancel all past
and future leads with a Zerodha Partner as well as terminate all of their agreements with the
Zerodha Partner in case of violation of any section in this Code of Conduct.

Any Zerodha Partner who remains inactive, does not provide a lead or does not onboard a
client for a period of 6 (Six) months consecutively shall be terminated automatically without
any notification from Zerodha. Zerodha reserves the right to decide whether a Zerodha
Partner has generated reasonable number of leads to continue being associated as a Zerodha
Partner.

8. Confidentiality:

Zerodha will treat information received from the Zerodha Partners in a responsible fashion,
and expects Zerodha Partners to treat information received from Zerodha in the same
manner. Zerodha Partners should not disclose Zerodhas’ customers, documentation received
or information about relationships with Zerodha or Zerodha involved with other third parties,
without written consent from Zerodha.

9. Partner Grievance:

If you plan to identify yourself clearly as a partner of Zerodha and require using the Zerodha
brand name and logo, you could send an email to ‘partner@zerodha.com’ and it will be
looked at on a case by case basis.

A Zerodha Partner who has a general concern or complaint must file a written statement
along with the facts and concerns to ‘partner@zerodha.com’.