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In consideration
of Sanford Securities Limited ACN 076 515 930
of Level 6, 225 St. George's Terrace, Perth, Western
Australia providing access to the Sanford Site
and its Services to You, You agree to abide by
the following terms and conditions:
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| 1.0 |
DEFINITIONS |
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In these
terms and conditions:
"Derived Information" means any part of
the Information or any data derived in any way
from the manipulation of the Information or any
part of the Information;
"Information" means information including
(but not limited to) stockmarket information,
news, updates, analyses, data and research materials
relating to securities to which Sanford has access
from time to time;
"Information Providers" means the Australian
Stock Exchange Limited and its related corporations,
and independent providers of news, research and
reporting services;
"Sanford" means Sanford Securities Limited
ACN 076 515 930 of Level 6, 225 St. George's Terrace,
Perth, Western Australia, a member of the Australian
Stock Exchange Limited ACN 008 504 332 and a licensed
securities dealer;
"Sanford Site" means the internet web site
www.sanford.com.au;
"Services" means all or any of the online
services provided by Sanford from time to time;
"You" means the person, persons or company
to whom Sanford provides the Services.
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| 2.0 |
LIMITED RIGHT OF ACCESS |
| 2.1 |
If You
are more than one person, then all persons are
jointly and severally bound by these terms and
conditions.
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| 2.2 |
Sanford
grants to You for Your use only, a limited non-transferable,
non-exclusive right to access the Sanford Site
for the purpose of using the Services.
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| 2.3 |
You acknowledge
that Sanford reserves the right to refuse any
application to provide access to the Sanford Site
and the Services in Sanford's absolute discretion.
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| 2.4 |
You acknowledge
that Sanford reserves the right to terminate or
suspend Your access to the Sanford Site and the
Services at any time without any reason whatsoever
and without prior notice.
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| 2.5 |
Your access
to the Sanford Site and use of Services is subject
to the usual access and Services' guidelines and
policies of Sanford.
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| 3.0 |
SECURITY IDENTIFICATION |
| 3.1 |
Sanford
will provide You with a confidential password,
username, PIN and keyword (collectively, "Logon
ID") in order that You may access the Sanford
Site in order to use the Services.
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| 3.2 |
Sanford
may provide You (including each and every person
if there is more then one of You) and each of
Your authorised representative(s) with an individual
password, username, PIN or keyword, or a combination
of any of these (collectively, "Individual Logon
ID").
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| 3.3 |
You and
Your authorised representative(s) are solely responsible
for the confidentiality and use of Your Logon
ID and Individual Logon ID. You will notify Sanford
immediately if You become aware of any loss or
theft or unauthorised use of Your Logon ID or
any Individual Logon ID or any part thereof. After
such notification Sanford shall as soon as reasonably
possible disable access to the Sanford Site and
Services for such Logon ID or Individual Logon
ID and shall issue a replacement Logon ID or Individual
Logon ID accordingly.
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| 3.4 |
Sanford
is entitled to assume that any instruction received
containing all or any part of the Logon ID or
Individual ID originates from You or the authorised
representative to whom the Logon ID or Individual
ID is assigned and that such instruction is a
valid instruction. Sanford is not obliged to inquire
into the validity of any such instruction received.
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| 3.5 |
Sanford
deems that the person using an Individual Logon
ID or any part of it to access the Sanford Site
and the Services is the person to whom the Login
ID is assigned to.
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| 4.0 |
YOUR INSTRUCTIONS |
| 4.1 |
Sanford
reserves the right at all times to decline to
accept Your instructions without giving any reason
or explanation or prior notice.
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| 4.2 |
Without
limitation to condition 4.1 Sanford reserves the
right decline to act on Your behalf or accept
Your instructions where Your instructions are
believed by Sanford to be unclear, ambiguous or
incomplete.
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| 4.3 |
You authorise
Sanford to accept instructions on Your behalf
from Your authorised representative(s) and You
confirm that Your authorised representative has
the power to do the following in Your name and
on Your behalf from time to time to:
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| (a) |
give
instructions to Sanford on Your behalf;
and
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| (b) |
access
the Sanford Site and use the Services.
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| 4.4 |
You agree
to ratify and confirm all actions carried out
by Sanford on the instructions of Your authorised
representative(s).
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| 4.5 |
When You
are more then one person, Sanford may accept instructions
from one or more of You on behalf of all of You.
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| 4.6 |
You agree
that all risk and liability for any unauthorised
instructions or fraud lies with You alone and
that You will indemnify Sanford from all loss,
costs and expenses arising from such unauthorised
instruction or fraud.
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| 4.7 |
Sanford
has the right to request written confirmation
of instructions before acting on any instructions
from You or Your authorised representative(s).
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| 4.8 |
Sanford
may assume the authenticity of any instructions
given or purportedly given orally, in writing
or by electronic means (including any electronic
instructions which include all or any part of
Your Logon ID or Individual Logon ID) by You or
Your authorised representative(s), or that any
person claiming to be Your authorised representative
is in fact that person. Sanford is not obliged
to enquire into any of the matters mentioned in
this condition and You authorise Sanford to act
upon such instructions believed by Sanford to
be authentic.
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| 4.9 |
Sanford
will use its best endeavors to execute Your instructions,
but Sanford will not guarantee that Your instructions
will be wholly or partially executed or will be
executed by a certain time.
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| 4.10 |
You authorise
and appoint Sanford, each of its directors and
employees as Your attorney to enter into any contract
or agreement with another party on Your behalf
upon receiving Your instructions (such instructions
may be given by you electronically and accepted
by Sanford in accordance with clause 4.8) to do
so. You acknowledge that all liability for such
contracts are Yours alone. You will indemnify
Sanford against all loss, expense or any other
liability in relation to such contracts or agreements.
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| 4.11 |
You authorise
Sanford to record any telephone communications
between Yourself, Your authorised representative(s)
and Sanford, with or without an audible tone-warning
device.
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| 4.12 |
In case
of dispute, Sanford's records of electronic or
telephone communications or facsimile transmission
shall be conclusive evidence of the details of
the communications by electronic mail, internet,
telephone or facsimile (as the case may be) between
You and Sanford.
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| 5.0 |
ACKNOWLEDGEMENTS AND
REPRESENTATIONS |
| 5.1 |
If You
are a trustee or an agent, You are bound by these
terms and conditions as a trustee or an agent,
and personally. If You are a corporation, the
directors are also bound by these terms and conditions.
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| 5.2 |
You warrant
that You have the power and the authority to agree
to these terms and conditions, and to carry out
Your obligations under them. If You are a corporation,
You warrant that You hold a valid ACN or ARBN.
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| 6.0 |
USE OF INFORMATION |
| 6.1 |
You must
not either alone or in conjunction with any other
person:
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| (a) |
supply
or make available or permit to be supplied
or made available the Information or Derived
Information to any third person;
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| (b) |
store,
process or deal with the Information or
Derived Information in any way except for
Your own personal use;
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| (c) |
allow
any unauthorised person to gain access to
the Information or Derived Information;
or
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| (d) |
use
the Information or Derived Information to
establish, maintain or provide (or assist
in establishing, maintaining or providing)
an unauthorised market for trading in securities.
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| 6.2 |
You acknowledge
that the use or access of the Sanford Site will
not be free from any fault, error or defects in
design or engineering.
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| 6.3 |
You acknowledge
that the transmission speed, format or content
of the Information and Derived Information may
be changed without any prior notice.
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| 6.4 |
You acknowledge
that:
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| (a) |
the
Information and Derived Information has
been prepared and distributed for general
information only, and is without consideration
to Your or any person's investment objectives,
financial situation or particular needs;
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| (b) |
the
Information and Derived Information is not
a recommendation that a particular course
of action is suitable for You or any person;
and
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| (c) |
the
Information and Derived Information may
not be appropriate to You and that any decision
made by You is based on Your own judgement
or on independent advice, but in no case
relies on the Information or Derived Information
or any part of it.
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| 7.0 |
FEES |
| 7.1 |
You agree
to pay subscription fees, royalty charges and
any other charges as specified by Sanford from
time to time. You also agree to reimburse Sanford
for any fees, taxes, consumption or value-added
tax or any other charges levied in relation to
the Services. Sanford reserves the right to vary
such fees and charges, and the method of charging
at any time, without prior notice.
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| 7.2 |
If the
goods and services tax ("GST") has application
to the supply of Services by Sanford, Sanford
will in addition to any amount or consideration
payable under these terms and conditions, recover
from You an additional amount on account of the
applicable GST.
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| 7.3 |
You agree
that Sanford may receive commissions from any
other party arising from Your use of the Services
and Sanford is not obliged to rebate these commissions
to You.
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| 7.4 |
You irrevocably
authorise Sanford to deduct from You from any
cash management account You have established through
Sanford, or through any credit card authority
or direct debit bank account authority provided
by You such amounts owing by You to Sanford or
a related entity of Sanford.
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| 8.0 |
RELEASE |
| 8.1 |
You release
Sanford, the Information Providers and their respective
employees and agents from any obligation or liability
of any kind to or through You with respect to
the transmission, provision, or use of the Services,
the Information or Derived Information or any
part thereof and, without limiting the generality
of the foregoing, for any delays, interruptions,
errors or omissions howsoever occasioned (including
negligence).
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| 8.2 |
To the
maximum extent permitted by law, You acknowledge
that Sanford, the Information Provider, and their
respective employees and agents will not be liable
to You or anyone else for any loss or damage,
whether direct or indirect, special, incidental
or consequential or economic (including loss of
profits), whether or not Sanford knew or could
have known of the possibility of such damage,
where that damage arises from:
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| (a) |
delay,
interruption, omission, failure, error or
fault in the execution of Your instructions
(including negligence);
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| (b) |
delay
in the execution of Your instructions arising
from a review of Your instructions by Sanford;
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| (c) |
any
error, omissions, non-receipt or invalidity
in Your instructions;
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| (d) |
any
fault, error, defect or engineering of the
Sanford Site or our computer systems, or
any delay, fault, failure in or loss of
access to the Sanford Site; and
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| (e) |
any
cause beyond the reasonable control of Sanford,
including but not limited to, failure of
electronic or mechanical equipment or communication
lines, unauthorised access or labour problems.
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| 8.3 |
Sanford,
the Information providers and their respective
employees and agents do not give any representations
or warranties as to the availability, accuracy,
completeness, currency or reliability of the Information
or Derived Information, or the results to be obtained
from the Information or Derived Information; and
Sanford expressly disclaims all and any liability
(including negligence for any act or omission)
to You or any person for any damage or loss (direct
or indirect, special, incidental or consequential
or economic) resulting from the use of or reliance
on the Information or Derived Information or any
part thereof by You or any other person.
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| 8.4 |
Nothing
in sub-clauses 8.1, 8.2 and 8.3 shall exclude
any implied condition or warranty the exclusion
of which would contravene any statute or cause
any part of these terms and conditions to be void
or invalid.
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| 8.5 |
To the
extent permitted by law, any liability to You
for any reason is limited to the restoration of
the Service to You, but if that is not possible
or appropriate, then the refund of the fees paid
by You in relation to the supply of Information
or Derived Information for the month in which
the cause of liability arises.
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| 9.0 |
INTELLECTUAL PROPERTY
RIGHTS |
| 9.1 |
You acknowledge
that all copyright and other intellectual property
rights of whatever nature in the Information and
Derived Information, and the electronic means
of transmission of the Information and Derived
Information, are and will remain vested in Sanford
or the Information Providers or any of them. You
will promptly notify Sanford of any improper or
unlawful use of the Information or Derived Information
or infringement of any of the copyright or other
intellectual property rights in the Information
or Derived Information that comes to Your notice.
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| 10.0 |
VARIATION AND TERMINATION |
| 10.1 |
You may
terminate Your access to the Sanford Site and
Services by giving not less than five (5) business
days written notice to Sanford, subject to all
outstanding obligations being duly discharged.
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| 10.2 |
Sanford
may terminate Your access to the Sanford Site
and Services at any time and without prior notice,
subject to all outstanding obligations being duly
discharged.
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| 10.3 |
Sanford
may vary these terms and conditions by giving
You not less than five (5) business days notice
(in writing or by electronic mail). Any continued
use by You of Your access to the Sanford Site
and the Services is an acceptance of the variation.
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| 11.0 |
NOTICE |
| 11.1 |
Any notice
given or demand made by Sanford may be made personally,
by facsimile, by pre-paid letter or by electronic
mail to Your last notified address, facsimile
number or electronic mail address as the case
may be. Such notice or demand shall be deemed
to have been received by You on the same day of
transmission if sent by facsimile, electronic
mail or personal delivery; or on the business
day following posting in the case of pre-paid
letter.
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| 12.0 |
ARBITRATION |
| 12.1 |
Any disputes
between You and Sanford will be arbitrated by
The Australian Stock Exchange whose decision will
be final and binding on the parties.
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| 13.0 |
APPLICABLE LAW |
| 13.1 |
This Agreement
shall be governed by the laws of the State of
Western Australia, and the parties submit to the
jurisdiction of that State, but Sanford may commence
proceedings in another competent jurisdiction.
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