9911796707
TMI BlogStraight Through Process ing Service in the Indian Securities MarketX X X X Extracts X X X X X X X X Extracts X X X X ..... ferred to as STP Guidelines ) which also prescribes the model agreement between the STP centralised hub and the STP service providers. (3) The STP guidelines prescribes the eligibility criteria and conditions of approval for the STP centralised hub and the STP service providers, obligations and responsibilities of the STP centralized hub and the STP service providers and code of conduct for the STP service providers. The STP centralised hub and the STP service providers shall abide by these Guidelines. (4) To prescribe contractual obligations between the STP centralised hub and the STP service providers and to facilitate standardisation of service, a model agreement between the STP centralised hub and the STP service providers has also been prescribed by SEBI and is prescribed as Schedule II of the STP Guidelines. The agreement between the STP centralised hub and the STP service provider shall include the provisions included in the model agreement. (5) This circular is being issued in exercise of powers conferred by section 11(1) of the Securities and Exchange Board of India Act, 1992, read with section 10 of the Securities Contracts (regulation) Act 1956, to protect the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 1997. (2) Words and expressions used and not defined in these Guidelines, but defined in the Act or in the Securities Contracts (Regulation) Act, 1956 or in any rules or regulations made thereunder, shall have the meanings respectively assigned to them in such Acts, rules or regulations. 3. Eligibility criteria for STP centralised HUB and STP service providers (1) No person shall act as an STP centralised hub or a STP Service provider unless it obtains approval from SEBI to provide such service. (2) For the grant of a certificate of approval SEBI shall take into account the following : i. whether the applicant is a person or entity with a minimum networth as may be prescribed from time to time. ii. whether the applicant has adequate infrastructure facilities setup in India like office space, equipment and manpower with adequate experience in dealing in securities market and adequate expertise in providing necessary services and software solutions. 4. Obligations and responsibilities of STP centralised HUB (1) The STP centralised hub shall comply with the following :- i. The STP centralised hub shall at all times comply with t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sion. xv. The STP centralised hub shall maintain confidentiality of information about its users and shall not divulge the same to other clients, the press or any other person except in accordance with law or as per the directions of any court of law or of SEBI. xvi. The STP centralised hub may charge reasonable fees from the STP service providers. 5. Obligations and responsibilities of STP service provider (1) The STP Service provider shall comply with the following :- i. The STP service provider shall at all times comply with the requirement of eligibility criteria, specified by SEBI. ii. The STP service provider shall establish connectivity with the STP centralised hub before providing STP service to its users. iii. The STP service provider shall provide the necessary details of the STP users connected with it and all its details to the STP centralised hub for the purpose of creating and maintaining a directory of STP service providers and STP users. iv. The STP service provider shall comply with the minimum specifications specified by the STP centralised hub and as may be mutually agreed upon. v. The STP service prov ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the STP service provider xix. The STP service provider shall ensure that the message from the STP user is in the specified messaging format. xx. The STP service provider shall promptly deliver messages to and from the STP user. xxi. In respect of inter STP service provider messages, the STP service provider shall perform all actions to the best of its ability in the same manner, diligence, speed and with all checks and balances as if the message is to be delivered/received by the same service provider. (2) Nothing in these guidelines shall exempt the STP service provider from discharging any obligations placed on it by any law, regulations and guidelines. 6. Conditions of approval for STP centralised HUB and STP service providers (1) Terms of approval : i. The approval by SEBI shall be for an initial period of five years for STP centralised hub and for a period of three years for STP service providers and must be renewed periodically. ii. The STP centralised hub and STP service provider must ensure continuous validity of approval by SEBI in order to function as a STP service provider. iii. The Board shall have the right to suspe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o time as may be applicable to the STP service provider. Schedule II Model agreement between STP centralised HUB and STP service provider (Clause 8 of the Guidelines) This agreement is made at ....... on this the... day of .............., 200......... between ....................... having its Registered office at ........................... (hereinafter referred to as the STP Centralised Hub which expression shall, unless it be repugnant to the context or the meaning thereof, be deemed to include its successors, legal representatives and assigns) of the First Part; And ........................................ a company incorporated under the Companies Act, 1956 and having its registered office at .......................................... (hereinafter referred to as the STP Service Provider which expression shall unless it be repugnant to the context or the meaning thereof, be deemed to include its successors, legal heirs, legal representatives and assigns as the case may be) of the Second Part. Whereas 1. The Securities and Exchange Board of India has mandated Straight Through Processing (hereinafter referred to as STP ) for facilitating sett ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Certificate shall be submitted to STP centralised hub. 2. The STP Service Provider shall verify the Digital signature on the message of the STP User connected to the STP Service Provider before sending the message to the STP Centralized hub. 3. The STP Service Provider agrees to comply with the minimum specifications prescribed by STP centralised hub and as may be mutually agreed upon. 4. The STP Service Provider shall adhere to the guidelines prescribed by SEBI from time to time. 5. The STP Service Provider acknowledges that the software for STP Centralized Hub including the STP Centralized hub client software is the legal property of STP centralized hub. The permission given by STP centralised hub to access and use STP Centralized Hub through the STP Centralized hub client software will not convey any proprietary or ownership rights in the above software. The access of the STP Service Provider is limited to the STP Centralized hub Client software. 6. The STP Service Provider shall not attempt to modify, translate, disassemble, decompile or reverse engineer Centralized the STP Centralized hub client software or create any deriva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hub shall abide by the guidelines issued by SEBI from time to time on the STP framework. 6. STP centralised hub shall confirm authenticity, integrity and non-repudiability of all messages submitted by the STP Service Provider. 7. The STP Centralized Hub would keep complete track of the flow of messages for record and audit. 8. STP centralised hub shall ensure that only the intended STP Service Provider receives the message. 9. STP centralised hub shall not misuse/alter/reverse engineer/decompile the content of the messages submitted by the STP Service Providers. 10. STP centralised hub will digitally sign all messages sent from the STP Centralized Hub to the STP Service Provider. 11. STP centralised hub agrees to PKI enable the STP Hub client software within .......... months after the agreement would come into force. STP centralised hub shall digitally sign all messages at STP Centralized Hub prior to sending it to STP Service Providers. Hub client software will maintain unsigned logs of such events. 12. STP centralised hub shall indemnify the STP service provider against any damage, loss, expenses, costs etc. incurred by it due t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... odification or discontinuance of the STP Centralized Hub. If STP centralised hub receives prior notice of such direction it shall be communicated to the service provider immediately. In order to maintain the security and integrity of the service STP centralised hub may also suspend the STP Service Provider s access to the STP Centralized Hub. The STP Service Provider agrees that STP centralised hub will not be liable to or any third party for any modification or discontinuance of the STP Centralized Hub. The Parties shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the arrangement. In the case of any issues arising out of the security and integrity of the messages being exchanged through the hub, the same shall be resolved by mutual discussion. In the event the parties are not able to settle the same within the time frame agreed between the parties either party may, by written notice of 30 days sent to the other party, temporarily suspend the arrangements, in whole or in part, till the parties find a technical solution to the security and technical issues. The notice of terminat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... may, at any time during its Term, be terminated by either party by a written 90 days notice to the other party without prejudice to the rights, liabilities, interests and obligations that have accrued to the parties prior to the date of such termination. The grounds upon which this agreement may be terminated pursuant to this clause are as under : (i) In case a Receiver has been appointed with respect to all or substantially all the assets of the parties. Provided that this clause shall not be applicable when winding up proceedings have been initiated to facilitate an amalgamation with another company proposing to carry on the same business (ii) if one of the parties enters into an arrangement of composition with its creditors. 3. This agreement may, at any time during its Term, be terminated by STP centralised hub by a written notice in case the ISP license of STP centralised hub is revoked or the services are taken over by DoT/Telecom Authority in the event of an emergency or otherwise. If STP centralised hub receives prior notice of the same it shall be provided to the service provider immediately. 4. This agreement may, for convenience, at any ti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce with the laws of India, SEBI Act, Regulations, Rules and SEBI (STP centralised hub and STP service providers) Guidelines, 2004. 2. If any term or provision of this agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this agreement shall remain unimpaired and in full force and effect. M. Disclaimer STP centralised hub shall use its best endeavour only to ensure that the services provided shall be in conformity with the terms of this agreement. STP centralised hub shall not be liable for bad/slow connection or any technical glitches on account of reasons beyond its control. N. Confidentiality The parties hereto shall at all times maintain and keep secret and confidential any know how, information and data which it has or may acquire from time to time relating to the business, activities or operations of the other party and shall not disclose or divulge the same or any part thereof to any third party. The terms of this clause shall survive termination of the agreement. The obligations shall not apply with respect to Information which : (1) is or becomes publicly available other than t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
