|
These
terms and conditions apply to Your share trading
account with Sanford Securities Limited ACN 076
515 930 of Level 6, 225 St George's Terrace, Perth,
Western Australia in relation to the provision
of stock broking and other services as offered
by Sanford Securities Limited from time to time.
|
| 1.0 |
DEFINITIONS |
|
In these
terms and conditions:
"ASIC" means the Australian Securities
& Investments Commission;
"ASX" means the Australian Stock Exchange
Limited ACN 008 624 691;
"CHESS Holding" means an uncertificated
holding of securities on a subregister for that
class of securities maintained by SCH;
"Sanford" means Sanford Securities Limited
ACN 076 515 930 of Level 6, 225 St George's Terrace,
Perth, Western Australia, a member of the ASX
and a licensed securities dealer;
"Sanford Site" means the internet web site
www.sanford.com.au;
"SCH" means the ASX Settlement and Transfer
Corporation Pty Ltd ACN 008 504 332 as approved
as the Securities Clearing House under the Corporations
Law;
"STP" means straight through processing,
which refers to the automated processing of a
securities trade through the Stock Exchange Automated
Trading System (SEATS), without any manual intervention
or duplicate processing;
"You" means the person, persons or company
that opened a share trading account with Sanford;
and
"Your Account" means the share trading
account opened by You with Sanford.
|
| 2.0 |
GENERAL |
| 2.1 |
These terms
and conditions apply to all dealings between You
and Sanford and are subject to the Corporations
Law, the Articles, Business Rules, procedures,
customs, usages and practises of the ASX and the
SCH as amended from time to time.
|
| 2.2 |
Each dealing
is also subject to the terms of the relevant Contract
Note issued by Sanford, subject to correction
of errors and omissions, and the usual trading
guidelines and policies of Sanford.
|
| 2.3 |
Each dealing
conducted at the Sanford Site is also subject
to Sanford's Internet Trading Rules set out at
the Sanford Site at the time of dealing, as amended
from time to time.
|
| 2.4 |
If You
are more then one person, then all persons are
jointly and severally bound by these terms and
conditions.
|
| 2.5 |
You acknowledge
that Sanford reserves the right to refuse any
application to open a share trading account in
Sanford's absolute discretion.
|
| 2.6 |
You acknowledge
that Sanford reserves the right to terminate or
suspend Your Account at any time without any reason
whatsoever and without prior notice.
|
| 2.7 |
You agree
to enter into a CHESS or Broker Sponsorship Agreement
with Sanford.
|
| 2.8 |
You agree
to open a cash management account as approved
by Sanford from time to time. You agree that Sanford
is irrevocably authorised by You to operate this
account (including withdrawal of monies) on Your
behalf to meet Your obligations under these terms
and conditions. You agree that no person (including
Yourself) other than Sanford may instruct the
bank or financial institution to withdraw monies
from Your cash management account. You acknowledge
that Your cash management account is subject to
such fees and charges charged by the bank or the
financial institution from time to time. You also
agree that all proceeds of Your "Sell" orders
are to be paid into this account or any bank account
nominated and authorised by You in writing from
time to time.
|
| 3.0 |
SECURITY IDENTIFICATIONS |
| 3.1 |
3.1 Sanford
will provide You with a confidential password,
username, PIN and keyword (collectively, "Logon
ID") in order that You may identify Yourself when
giving instructions to Sanford.
|
| 3.2 |
Sanford
may provide You (including each and every person
if there is more then one of You) and each authorised
representative for Your Account with an individual
password, username, PIN or keyword, or a combination
of any of these (collectively, "Individual Logon
ID").
|
| 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 Your Account for such
Logon ID or Individual Logon ID and shall issue
a replacement Logon ID or Individual Logon ID
accordingly.
|
| 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.
|
| 3.5 |
Sanford
deems that the person using an Individual Logon
ID or any part of it when giving instructions
is the person to whom the Individual Logon ID
is assigned to.
|
| 4.0 |
YOUR REPRESENTATIONS
AND WARRANTIES |
| 4.1 |
4.1 You
warrant that all information provided by You on
Your application to open a share trading account
with Sanford or such other information provided
by You from time to time, is accurate and complete,
and that Sanford may rely on the information provided
by You. You will notify Sanford in writing within
two (2) business days of any change in the information
provided by You. Sanford shall update such information
on our records as soon as reasonably possible.
|
| 4.2 |
You acknowledge
that:
|
|
| (a) |
Sanford
provides an execution-only service and does
not give any advice or recommendation in
relation to Your dealings;
|
| (b) |
Sanford
does not act on a discretionary basis on
your behalf;
|
| (c) |
You
rely on Your own judgement, assessment or
evaluation in view of Your financial situation,
investment objectives and particular needs
before placing any order with Sanford to
buy or sell any securities or giving any
other instruction.
|
|
| 4.3 |
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.
|
| 4.4 |
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.
|
| 4.5 |
You warrant
that You are and at all times will be in a position
to meet all the commitments of Your dealings with
Sanford.
|
| 5.0 |
INSTRUCTIONS |
| 5.1 |
Sanford
reserves the right at all times to decline to
act on Your behalf in relation to any particular
dealing or decline to accept Your instructions
without giving any reason or explanation or prior
notice.
|
| 5.2 |
Without
limitation to condition 5.1 Sanford reserves the
right decline to act on Your behalf or accept
Your instructions:
|
|
| (a) |
unless
You have deposited in advance with Sanford
sufficient cleared funds in Australian currency
to cover the full value and costs of any
"Buy" orders and when such funds are through
a foreign financial institution, by way
of telegraphic transfer only;
|
| (b) |
unless
You have sufficient CHESS Holdings sponsored
by Sanford to meet the obligations arising
from any "Sell" orders;
|
| (c) |
where
the original instruction is more than one
calendar month old;
|
| (d) |
where
the security or other investment medium
has been subject to a trading halt and You
have not reconfirmed Your instruction after
the halt has been lifted; or
|
| (e) |
where
Your instructions are believed by Sanford
to be unclear, ambiguous or incomplete.
|
|
| 5.3 |
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:
|
|
| (a) |
to
give instructions to Sanford relating to
Your Account;
|
| (b) |
to
acquire, buy, deal with and dispose of any
securities;
|
| (c) |
to
pay or receive payment for any securities
transactions and related expenses and to
give good receipt and discharge for the
securities, proceeds and other monies;
|
| (d) |
to
execute all necessary or proper contracts
and other documents for the custody, dealing
and transfer of securities and related matters;
and
|
| (e) |
to
exercise all rights and privileges and perform
all duties and obligations which may now
or in future apply to You as a holder of
securities.
|
|
| 5.4 |
You agree
to ratify and confirm all actions carried out
by Sanford on the instructions of Your authorised
representative(s).
|
| 5.5 |
When You
are more then one person, Sanford may accept instructions
from one or more of You on behalf of all of You.
|
| 5.6 |
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.
|
| 5.7 |
Sanford
has the right to request written confirmation
of instructions before acting on any instructions
from You or Your authorised representative(s).
|
| 5.8 |
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.
|
| 5.9 |
Sanford
will use its best endeavors to execute Your instructions
or orders accepted by Sanford, but Sanford will
not guarantee that Your instructions will be wholly
or partially executed or will be executed by a
certain time.
|
| 5.10 |
You acknowledge
that Your orders may be purged from the market
subject to the Articles, Business Rules, procedures,
customs, usages and practises of the ASX without
notice to You. You further acknowledge that Sanford
is not obliged to notify You of any orders which
are purged from the market, although Sanford will
make all reasonable endeavors to notify You of
such. Sanford is not liable if You do not receive
notification in this regard. An order that is
cancelled or purged by the ASX will not be reinstated
by Sanford without instructions from You.
|
| 5.11 |
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 5.9) 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.
|
| 5.12 |
You authorise
Sanford to record any telephone communications
between Yourself, Your authorised representative(s)
and Sanford, with or without an audible tone-warning
device.
|
| 5.13 |
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.
|
|
|
| 6.0 |
STRAIGHT THROUGH PROCESSING |
| 6.1 |
Sanford
has provided You with access to STP.
|
| 6.2 |
You acknowledge
the following in relation to Your access to STP:
|
|
| (a) |
any
orders placed by You using STP will need
to meet filters set by Sanford from time
to time. Sanford may amend its filters from
time to time without notification. Sanford
is not required to inform You what the filters
are;
|
| (b) |
that
it is possible for an order placed by You
to be matched with another order also placed
by Sanford. This 'crossing' may be with
an order by another client of Sanford or
by Sanford itself. Sanford may as a result
receive brokerage from both clients;
|
| (c) |
that
STP is only available on 'limit' orders
for securities with a normal status (i.e.
not suspended or in a trading halt) and
is operated between the hours of 9:30 am
and 4:00 p.m. Australian Eastern Standard
Time;
|
| (d) |
if
Your order does not pass the filters, then
it will be referred to a Designated Trading
Representative ("DTR") for evaluation. In
some cases the DTR has the authority not
to place the order on market until You become
contactable to confirm the order. Sanford
is not liable for any delays in placing
Your order as a result or for Your order
not being placed at all; and
|
| (e) |
that
the Stock Exchange Automated Trading System
("SEATS") operating schedule defines the
various phases of SEATS and at what time
they happen. You are aware that an important
point is the Opening phase, in which the
market opening times are staggered depending
on the starting letter of the ASX code.
SEATS will not allow input of orders during
these opening times. The schedule below
approximately describes these various phases.
|
|
| 6.3 |
You acknowledge
that Sanford, as trading participant, must ensure
the conduct of an orderly market and prevent manipulative
trading, including insider trading, false trading,
market rigging and suspect transactions. Therefore
in utilising STP You should realise that an order
may be scrutinized by both the filters and a DTR.
|
| 6.4 |
You acknowledge
that Sanford is required to prevent a bid, offer
or dealing if any client intends to create, or
taking into account the circumstances of the order,
Sanford reasonably suspects that the client has
placed the order with the intention of creating
a false or misleading appearance of active trading
in any securities or with respect to the market
for, or the price of any securities, or market
rigging or manipulation or suspect transactions.
|
| 6.5 |
Sanford
reserves the right to terminate Your access to
STP at anytime in Sanford's absolute discretion.
|
| 7.0 |
PAYMENTS AND INDEMNITY |
| 7.1 |
You will
pay Sanford brokerage fees and charges as specified
by Sanford from time to time; and reimburse Sanford
for any fees, taxes, consumption or value-added
tax, stamp duty or any other charges levied in
relation to each transaction. Sanford reserves
the right to vary such fees and charges, and method
of charging, at any time and without prior notice.
|
| 7.2 |
If the
goods and services tax ("GST") has application
to any supply made by Sanford under or in connection
with Your Account with Sanford under these terms
and conditions, 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.
|
| 7.3 |
You agree
that Sanford may receive commissions from the
issuers of securities or from any other party
arising from Your use of Your Account and Sanford
is not obliged to rebate these commissions to
You.
|
| 7.4 |
You acknowledge
that Your order may be matched with an order or
orders of another client of Sanford. If this occurs
You agree that Sanford may receive brokerage from
both parties to the trade.
|
| 7.5 |
You irrevocably
authorise Sanford to appropriate any payments,
remittances or receipts from You or for Your Account
in such manner and order of priority as Sanford
deems fit against any amounts owing by You to
Sanford or a related entity of Sanford.
|
| 7.6 |
You will
indemnify Sanford, its directors and employees
against all actions, claims, demands and proceedings,
expenses and losses incurred, (including legal
costs on a solicitor and client basis) directly
or indirectly incurred by Sanford as a result
of undertaking or executing Your instructions
or orders or any failure by You to comply with
this Agreement, the Corporations Law, the ASX
Business Rules, the SCH Business Rules, and the
customs, procedures, usages or practises of the
ASX, or Your use of Your Account with Sanford.
|
| 8.0 |
FAILURE TO SETTLE |
| 8.1 |
If You
fail to settle by settlement date for any transaction
arising from Your instructions, You agree to pay
to Sanford on demand interest on any outstanding
amount arising from the failure at rate equal
to 5% above the National Australia Bank Overdraft
Index rate calculated daily from the due date
to the date of payment. You also agree to pay
any fail fees arising from the failure to settle.
|
| 8.2 |
If by the
settlement date, You have not made full payments
for Your purchases or good delivery for Your sales,
and a demand in accordance with ASX Business Rule
3.6.2 has been made, then You authorise Sanford
to sell or buy back on Your behalf at Your risk
and expense (including without limitation, brokerage,
stamp duty and other costs), any securities that
are the subject of the Contract Note or any securities
outstanding in Your Account or any of Your securities
in Sanford's control or possession and apply the
proceeds in reduction of Your liability to Sanford
AND You irrevocably authorise Sanford, each of
its directors and employees as Your attorney to
give instructions accordingly.
|
| 9.0 |
OTHER AUTHORITIES |
| 9.1 |
You authorise
Sanford to provide information about You to any
of its related entities and their respective officers
and employees.
|
| 9.2 |
You authorise
Sanford to provide information about You and Your
transactions to ASX, SCH and ASIC as required
by any of them from time to time.
|
| 9.3 |
You authorise
Sanford to provide relevant information about
You to a credit-reporting agency in relation to
the establishment of Your Account and in relation
to the recovery of any overdue payments.
|
| 10.0 |
LIABILITY |
| 10.1 |
You acknowledge
that the systems used in the market or at Sanford
are vulnerable to disruptions or failure, which
may result in Your order not being executed or
delayed according to Your instructions. You release
Sanford from any loss, damage or liability that
You may suffer or incur by reason of or in connection
with any such disruption or failure.
|
| 10.2 |
To the
maximum extent permitted by law, You acknowledge
that Sanford 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:
|
|
| (a) |
delay,
interruption, omission, failure, error or
fault in the execution of Your instructions
(including negligence);
|
| (b) |
delay
in the execution of Your instructions arising
from a review of Your instructions by Sanford;
|
| (c) |
any
error, omissions, non-receipt or invalidity
in Your instructions;
|
| (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
|
| (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.
|
|
| 10.3 |
Nothing
in sub-clauses 10.1 and 10.2 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.
|
| 10.4 |
To the
maximum extent that liability can be limited,
You agree that Sanford's liability is limited
to the cost of resupplying its services.
|
| 11.0 |
VARIATION AND TERMINATION |
| 11.1 |
You may
terminate Your Account by giving not less than
five (5) business days written notice to Sanford,
subject to all outstanding obligations being duly
discharged.
|
| 11.2 |
Sanford
may terminate Your Account at any time and without
prior notice, subject to all outstanding obligations
being fully discharged.
|
| 11.3 |
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 Account and its services is
an acceptance of the variation.
|
| 12.0 |
NOTICE |
| 12.1 |
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.
|
| 12.2 |
Sanford
at its discretion may send any Contract Note in
relation to any transaction on Your behalf by:
|
|
| (a) |
pre-paid
post to Your last notified address. Such
Contract Note shall be deemed to have been
received on the business day following posting;
or
|
| (b) |
electronic mail, facsimile transmission or
electronic data interchange (including over
the World Wide Web) to Your last notified
electronic mail address or facsimile number
when such address or number is provided
by You. You acknowledge that You consent
to receiving Your Contract Notes by such
electronic communication. You further acknowledge
that the conditions set out in ASX Business
Rules 3.8(2A)(i), (ii) & (iii) apply
to such Contract Notes. Any Contract Note
sent to You by such electronic communication
shall be deemed to be received on the day
it was sent.
|
|
| 13.0 |
ARBITRATION |
| 13.1 |
13.1 Any
disputes between You and Sanford will be arbitrated
by ASX whose decision will be final and binding
on the parties.
|
| 14.0 |
APPLICABLE LAW |
| 14.1 |
This Agreement
is subject to the laws of the State of Western
Australia, and the parties agree to submit to
the non-exclusive jurisdiction of the courts of
Western Australia, but Sanford may commence proceedings
in another competent jurisdiction.
|
|
