IPO Service

Terms and Conditions of Royal Capital Limited

General terms and conditions, Security precaution and password, Orders, Trading, settlement and accounts, Margin, Maintenance of trading account, Representations and warranties, Fees and brokerage, Investment or any other advice, Miscellaneous, Indemnity, Force majeure, Severance, Refund & cancellation policy, Notice

This page contains important information regarding the terms and conditions which apply to your trading and demat account (is an account to hold financial securities in electronic form) with Royal Capital Limited, (hereinafter referred to as RCL). RCL, being a Trading Member of Dhaka Stock Exchange (DSE) and Chottogram Stock Exchange (CSE), registered with Bangladesh Securities & Exchange Commission ("BSEC"), and Depository Participant of Central Depository of Bangladesh Ltd (CDBL.) 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. Please read this page carefully and retain it for future reference.

The website is owned, operated and maintained by RCL (hereinafter referred to as “RCL”), a Company incorporated under the Companies Act-1994.

Please note that the information contained herein is subject to change without notice.

General terms and conditions

Before availing of online trading services, according the DSE rules, the Client shall complete the registration process as may be prescribed from time to time. The Client shall follow the instruction given in the website for registering himself as a client.

The Client agrees that all investment and disinvestment decisions are based on the Client's own evaluation of financial circumstances and investment objectives. This extends to any decisions made by the Client on the basis of any information that may be made available on the web site of RCL. The Client will not hold nor seek to hold RCL or any of its officers, directors, partners, employees, agents, subsidiaries, affiliates or business associates liable for any trading losses, cost of damage incurred by the Client consequent upon relying on investment information, research opinions or advice or any other material/information whatsoever on the web site, literature, brochure issued by RCL or any other agency appointed/authorized by RCL. The Client should seek independent professional advice regarding the suitability of any investment decisions. The Client also acknowledges that employees of RCL are not authorized to give any such advice and that the Client will not solicit or rely upon any such advice from RCL or any of its employees.

Security precaution and password

RCL will provide the client with a username and a trading password which will enable him to avail of the facilities of Online Trading over the telephone or in any such other manner as may be permitted by RCL for availing of the services. RCL may also provide the client with the username and password for accessing its back-office for various reports, etc. All terms regarding the use, reset and modification of such password shall be governed by information on the website.

The Client is aware that RCL’s Online Trading System itself generates the initial password and that RCL is aware of. The Client agrees and undertakes to immediately change his initial password upon receipt thereof. The Client is aware that subsequent passwords are not known or available to RCL.

The Client shall be responsible for keeping the Username and Password confidential and secure and shall be solely responsible for all orders entered and transactions done by any person whosoever through RCL’s Online Trading System using the Client’s Username and/or Password whether or not such person was authorized to do so.

The Client shall immediately inform RCL of any unauthorized use of the Client’s Username or Password with full details of such unauthorized use including the date of such unauthorized use, the manner in which it was unauthorized used, the transactions effected pursuant to such unauthorized use, etc.

The Client acknowledges that he is fully aware of and understands the risks associated with availing of online trading services through internet including the risk of misuse and unauthorized use of his Username and/or Password by a third party and the risk of a person hacking into the Client’s account on RCL’s Online Trading System and unauthorized routing orders on behalf of the Client through the System. The Client agrees that he shall be fully liable and responsible for any and all unauthorized use and misuse of his Password and/or Username and also for any and all acts done by any person through RCL’s Online Trading System on the Client’s Username in any manner whatsoever.

Without prejudice to the provisions mentioned herein above, the Client shall immediately notify RCL in writing with full details if: he discovers or suspects unauthorized access through his Username, Password or Account, he notices discrepancies that might be attributable to unauthorized access, he forgets his password or he discovers a security flaw in RCL’s Online Trading System.


All orders for purchase, sale or other dealings in securities and other instructions routed through the RCL’s Online Trading System via the Client’s Username shall be deemed to have been given by the Client.

The client agrees to provide information relating to customer user identification number, and such other information as may be required while placing orders on the telephone to determine the identity of the client.

The orders and instructions and all contracts and transactions entered into pursuant thereto and the settlement thereof will be in accordance with the Exchange Provisions.

RCL may from time to time impose and vary limits on the orders which the Client can place through RCL’s online trading System (including exposure limits, turnover limits, limits as to the number, value and/or kind of securities in respect of which orders can be placed, the companies in respect of whose securities orders can be placed, etc.). The Client is aware and agrees that RCL may need to vary or reduce the limits or impose new limits urgently on the basis of the RCL’s risk perception and other factors considered relevant by RCL, and RCL may be unable to inform the Client of such variation, reduction or imposition in advance. The Client agrees that RCL shall not be responsible for such variation, reduction or imposition or the Client’s inability to route any order through RCL’s Online Trading System on account of any such variation, reduction or imposition of limits. The Client understands and agrees that RCL may at any time, at its sole discretion and without prior notice, prohibit or restrict the Client’s ability to place orders or trade in securities through RCL.

Though orders will generally be routed to the Exchange’s computer systems within a few seconds from the time the order is placed by the Client on RCL’s Online Trading System, RCL shall not be liable for any delay in the execution of any order or for any resultant loss on account of the delay.

The client agrees RCL may impose script wise surveillance or such other conditions as to script wise limits, etc. The client also understands that RCL may impose various surveillances which may differ from client to client on the basis of the RCL’s risk perception and other factors considered relevant by RCL.

In case of a market order, the Client agrees that he will receive the price at which his order is executed by the exchange’s computer system; and such price may be different from the price at which the security is trading when his order is entered into RCL’s Online Trading System.

Trading, settlement and accounts

The client agrees that all orders placed through the website shall be forwarded by the system to the Exchange. All orders placed otherwise than through the website shall be forwarded by the system to Exchange terminals or any other order execution mechanism at the discretion of RCL. In the event that the order is placed during the trading hours, it shall be routed to and executed on the market system.

Online confirmation will be sent to the client by electronic mail or SMS after the execution of the order, trade and this shall be deemed to be valid delivery thereof by RCL. It shall be the responsibility of the client to review immediately upon receipt, whether delivered to him by electronic mail or any other electronic means all confirmations of order, transactions, or cancellations. It shall be the responsibility of the client to follow up with RCL for all such confirmations that are not received by him within a stipulated time.

The client shall bring any errors in any report, confirmation or contract note of executed trades (including execution prices, scripts or quantities) to RCL’s notice in writing by an electronic mail or fax within twenty-four hours of receipt of the concerned report, confirmation or contract note. Any other discrepancy in the confirmation or account shall be notified by the client to RCL in writing via electronic mail or fax within twenty-four hours from the time of receipt of the first notice. In all cases, RCL shall have a right to accept or reject the client’s objection.

There may be a delay in RCL receiving the reports of transaction, status, from the respective exchanges or other persons in respect of or in connection with which RCL has entered into contracts or transactions on behalf of the clients. Accordingly, RCL may forward to the client late reports in respect of such transactions that were previously unreported to him as been expired, cancelled or executed. The client shall not hold RCL responsible for any losses suffered by the client on account of any late reports, statements or any errors in the report / statements computed by or received from any exchange.

The client agrees that if, for any circumstance or for any reason, the markets close before the acceptance of the Order by the Exchange, the order may be rejected. The client agrees further, that RCL may reject Orders if the same are rejected by the Exchange for any reason. In case of rejection of an order due to rejection by the Exchange, the client agrees that the order shall remain declined and shall not be re-processed, in any event.

RCL may, at its sole discretion, reject any order placed on the website or in any other manner due to any reason, including but not limited to the non-availability of funds/matured fund in the trading account of the client, non-availability of securities in the Demat account of the client with a designated depository participant, insufficiency of margin amount if the client opts for margin trading, suspension of scrip- specific trading activities by or on an Exchange and the applicability of circuit breaker to a scrip in which orders are placed.

The client agrees that, if the order is not accepted on the website for any reason, RCL shall have the right to treat the order as having lapsed.

The client is aware that the electronic trading systems either at the Exchange or in the office of RCL offices are vulnerable to temporary disruptions, breakdowns or failures. In the event of non- execution of trade orders or trade cancellation due to the happening of such events or vulnerabilities due to failure / disruption / breakdown of system or link, RCL shall be entitled to cancel relative request/(s) with the Client and shall not be liable to execute the desired transactions of the client’s. In such event, RCL does not accept responsibility for any losses incurred / that may be incurred by the Client due to such eventualities which are beyond the control of RCL.

RCL may at its sole discretion permit execution of orders in respect of securities, irrespective of the amount in the balance of the account of the client.

The client agrees to abide with and be bound by all the rules, regulations and bye-laws of the Exchange as are in force pertaining to the transactions on his behalf carried out by RCL and the orders placed by him on the website or any other manner.

RCL shall not be responsible for any order, that is made by the Client by mistake and every order that is entered by the Client through the use of the allotted user name and the security code(s) shall be deemed to be a valid order for which the Client shall be fully responsible.

Cancellation or modification of an order pursuant to the client’s request in that behalf is not guaranteed. The order will be cancelled or modified only if the client’s request for cancellation and modification is received and the order is successfully cancelled or modified before it is executed. Market orders are subject to immediate execution wherever possible.

The client shall not be entitled to presume an order having been executed, cancelled or modified until a confirmation from RCL is received by the client. However, due to technical other factors the confirmation may not be immediately transmitted to or received by the client and such a delay shall not entitle the client to presume that the order has not been executed cancelled or modified unless and until RCL has so confirmed in writing.

The pending orders shall be governed as per the exchange systems, after the market is closed for the day.

RCL shall issue confirmation notes, the client agrees that RCL to issue the contract note in digital form which shall be sent by way of electronic mail/SMS to the address provided by the client. RCL shall not be responsible for the non-receipt of the trade confirmation due to any change in the correspondence address of the Client not intimated to RCL in writing. Client is aware that it is his responsibility to review the trade confirmations, the contract notes, the bills or statements of account immediately upon their receipt. All such confirmations and statements shall be deemed to have been accepted as correct if the client does not object in writing to any of the contents of such trade confirmation/intimation within 24 hours to RCL.

RCL may allow/disallow client from trading in any security or class of securities, or derivatives contracts and impose such conditions including scrip-wise conditional trading for trading as it may deem fit from time to time.


The Client agrees and undertakes to immediately deposit with RCL such cash, securities or other acceptable security, which RCL may require as margin. The Client agrees that RCL shall be entitled to require the Client to deposit with RCL a higher margin than that prescribed by the Exchange. RCL shall also be entitled to require the Client to keep permanently with RCL a margin of a value specified by RCL so long as the Client desires to avail of the Online Trading Service of RCL.

The Margin will not be interest bearing. RCL shall have, at its sole discretion, the irrevocable right to set off a part or whole of the Margin i.e., by the way of appropriating of the relevant amount of cash or by sale or transfer of all or some of the Securities which form part of the Margin, against any dues of the Client or of a member of the group of the Client (for the purposes of these Terms, "Group" shall mean all the individuals, group companies, firms, entities and the persons as specified in the schedule to the Member Client Agreement) in the event of the failure of the Client or a member of the Group of the Client to meet any of their respective obligations under these Terms.

The client agrees and authorizes RCL to determine the market value of securities placed as margin after applying a haircut that RCL may deem appropriate. The client undertakes to monitor the market value of such securities on a continuous basis. The client further undertakes to replenish any shortfall in the value of the margin consequents to a fall in the market value of such securities placed as margin immediately whether or not RCL intimates such shortfall.

RCL may at its sole discretion prescribe the payment of Margin in the form of cash instead of or in addition to margin in form of securities. The Client accepts to comply with the requirement of RCL with regards to payment of Margin in the form of cash immediately. Without prejudice to the stock broker's other rights (including the right to refer a matter to arbitration), the stock broker shall be entitled to liquidate / close out all or any of the client's positions for non- payment of margins or other amount, outstanding debts, etc., and adjust the proceeds of such liquidation / close out, if any, against the client's liabilities / obligations. Any and all losses and financial charges on account of such liquidation / closing-out shall be charged to and borne by the client.

The client agrees to abide by the exposure limits, if any, set by the stock broker or by the Exchange or Clearing Corporation or SEBI from time to time.

There may be circumstances when the deposits made by RCL with the Exchange as member margin may not be sufficient in times of extreme volatility and trading terminals of RCL may get temporarily suspended because of the cumulative effect of non-meeting of obligation by various clients as per this agreement. In these circumstances, no client shall have the right to claim any damages from RCL for any loss that they might incur on account of such suspension of trading.

Maintenance of trading account

Money pay-in to RCL - The Client agrees that all payments due to RCL will be made within the specified time and in the event of any delay, RCL may refuse, at their discretion, to carry out transactions or closeout the position and the costs/losses if any, thereof shall be borne solely and completely by the client. All payments made to RCL shall be from the account of the client and shall not to be from any third party.

Money payout to RCL - Notwithstanding anything contained in any other agreement or arrangement, if any, between the parties hereto, the client hereby authorizes RCL to release all payments due to him from the trading account maintain with RCL, against specific request in this behalf.

RCL is entitled to consider any sum or money or security lying to the credit of the client as margin received.

Representations and warranties

The client agrees to provide and continue to provide all details about themselves as may be required by RCL, including but not restricted to NID number and states all details and facts represented to RCL are true.

The Client is aware and acknowledges that trading over the internet involves many uncertain factors and complex hardware, software, systems, communication lines, peripherals, etc., which are susceptible to interruptions and dislocations; and the Online Trading Service of RCL may at any time be unavailable without further notice. RCL and the Exchange do not make any representation or warranty that the Online Trading Service of RCL will be available to the Client at all times without any interruption. The Client agrees that he shall not have any claim against the Exchange or RCL on account of any suspension, interruption, non-availability or malfunctioning of the Online Trading System or Service of RCL or the DSE/CSE Exchanges` services or systems for any reason whatsoever.

RCL states that it has complied with and will continuously comply and if not proposes to comply with all statutory and regulatory directions to offer the Internet Trading services through the website RCL.com and for dealing in cash and derivatives segment of the exchange.

The Client warrants that all or any of the securities deposited by him with RCL in respect of margin requirements or otherwise, are owned by him and the title thereof is clear and free of encumbrances.

The Client/s agree to indemnify and hold RCL harmless against any loss that may be suffered by it, its customers or a third party or any claim or action that may be initiated by a third party which is in any way the result of improper use of user ID and password by the Client/s.

The Client hereby confirms and warrants that the Client authorizes RCL to take all such steps on the Client’s behalf as may be required for provisions or to complete or settle any transactions entered into through or with RCL or executed by RCL on behalf of the Client. However, nothing herein shall oblige RCL to take such steps.

Fees and brokerage

The Client agrees to pay to RCL brokerage, commission, fees, service tax and other taxes and transaction expenses as they exist from time to time and as they apply to the Client's account and transactions, and the services that he receives from RCL.

A schedule of brokerage, fees and commissions, applicable service and other taxes and other transaction expenses shall be provided by RCL to the Client from time to time upon request by the Client.

Investment or any other advice

The Client agrees that none of the services available on the website shall amount to investment advice on the part of RCL.

The Client agrees that in the event of RCL or any employee or official of RCL, providing any information, recommendation or advice to the client, the client may act upon the same at the sole risk and cost of the client, and RCL shall not be liable or responsible for the same.

RCL, and its officers, directors, partners, employees, agents and affiliates will have no liability with respect to any investment decisions or transactions of the client.


RCL does not warrant that the service will be uninterrupted or error-free. The service is provided in an "as is" and "as available" basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose. The client agrees that RCL shall not be held responsible for delays in transmission of orders due to breakdown of the system or failure of communication facilities either due to the fault of the systems of RCL or of the Exchanges or otherwise or for any other delay beyond the reasonable control of RCL due to a breakdown or failure of communication facilities or for any other delay beyond the reasonable control of RCL.

All modification to this Agreement shall be made solely at the discretion of RCL and shall be intimated to the client by a suitable modification to the terms and conditions or other applicable section on the website or in any other manner.


In the event of death or insolvency of the client, winding up or liquidation, or their otherwise becoming incapable of receiving and paying for or delivering or transferring securities which the client has ordered to be bought or sold, RCL may close out the transaction of the client and the client or his legal representative shall be liable for any losses, costs and be entitled to any surplus which may result therefrom.

The client is aware that authentication technologies and strict securities measures are required for internet trading through order routed system and undertake to ensure that the password of the client and /or their authorized representatives are not revealed to any third party. The client also agrees to indemnify RCL from any loss, injury, claim or any action instituted against RCL arising from the misuse of the password by any party.

Force majeure

RCL shall not be responsible for delay or default in the performance of their obligations due to contingencies beyond their control, such as (including but not limited to) losses caused directly or indirectly by exchange or market rulings, suspension of trading, fire, flood, civil commotion, earthquake, war, strikes, failure of the systems, failure of the internet links or government / regulatory action.


In the event of any one or more of the provisions contained in this Agreement becoming invalid, illegal or unenforceable in any respect under any law for the time being in force, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be prejudiced or affected thereto.

Refund & cancellation policy

The Refund & Cancellation policy for all payments made towards account opening or any other services using any mode of payment shall stand as under:

  • The Fees paid towards account opening charges for enabling equities or any other services is non-refundable.
  • Pick up of required documents related to the account opening procedure is subject to availability of our representatives, given at any particular time and location.

Note: The completion of the refund procedure is subject to agencies such as banks, payment gateways.


All notices, correspondences or communications issued under this agreement shall be served in any one or more of the following modes of communications and such notice or communication shall be served at the ordinary place of residence and/or last known web address / residing address and / or at the ordinary business address of the party to this agreement such as -

  • By hand
  • Delivery by post
  • By registered post
  • Under certificate of posting
  • By email or fax
  • By affixing it on the door at the last known business or residential address.
  • By oral communication to the party or on the last known telephone number or on the recording machine of such number.
  • By advertising in at least one prominent daily newspaper having circulation in the area where the last known business or residential address of the party is situated.
  • By notice posted on the notice board of the Exchange if no address is known. Any communication sent by RCL to the Client shall be deemed to have been properly delivered or served, if such communication is returned on RCL as unclaimed / refused / undelivered, if the same was sent in any one more of the above modes of communication to the ordinary place of residence and / or last known web address /residing address and / or at the ordinary business address of the party to this agreement.