- Terms and Conditions of Client Agreement
- Risk Disclosure Statement
- Intermediary Disclosure Statement
- Order Execution Policy
TERMS AND CONDITIONS
1.INTERPRETATION AND DEFINITIONS
1.1 Unless otherwise stated or inconsistent with the context in which they appear, the following expressions shall bear the following meanings and cognate expressions shall bear corresponding meanings –
1.1.1. “Abnormal Market Conditions” means that, in the opinion of QuickTrade, abnormal, emergency or unusual conditions exist in Securities, the effect or likely effect of which is that the prices or availability of any Security is materially affected;
1.1.2 “Account” means, in relation to the Client, a running account maintained by QuickTrade for the purpose of recording certain credits and debits in relation to Transactions and other financial requirements, as set out or described in this Agreement;
1.1.4 “Appendices” means the appendices attached to these terms and conditions and “Appendix” shall mean any of them as the context may indicate;
1.1.5 “Applicable Law” includes each law, regulation, by-law, code, notice, directive and order in South Africa which –
22.214.171.124 applies to the conduct by QuickTrade of its business; or
126.96.36.199 applies to the performance by QuickTrade or the Client of its obligations under this Agreement or any Transaction; or
188.8.131.52 otherwise applies to QuickTrade or to the Client;
1.1.6 “Application Form” means the application form and account opening documentation completed by the Client and submitted to QuickTrade;
1.1.7 “Authorised Representative” means a person or juristic entity authorised as contemplated by the FAIS Act to represent QuickTrade in providing financial services;
1.1.8 “Authorised Dealer” means, in relation to any Transaction in respect of foreign exchange, a person authorised by the South African National Treasury to deal in foreign exchange;
1.1.9 “Asset Swap Facility” means QuickTrade’s institutional foreign portfolio investment allowance calculated with reference to its assets under management;
1.1.10 “Associate” means, in the case of QuickTrade only, each of its Related Companies and Service Providers;
1.1.11 “Business Day” means a day other than a Saturday, Sunday or public holiday in the Republic of South Africa or the applicable offshore jurisdiction of the Transaction;
1.1.12 “Client”, “you” and “your” means the entity or person who has submitted the Application Form and agreed to be bound by the terms and conditions of this Agreement and who has been notified by QuickTrade that its application has been accepted;
1.1.13 “Client Money” means, in relation to the Client –
184.108.40.206 all money which –
220.127.116.11.1 in the course of carrying on its business of dealing in Transactions, QuickTrade or any person on its behalf holds for, or receives from or on behalf of, the Client; and
18.104.22.168.2 is not immediately due and payable on demand to QuickTrade or that other person for its own account; and
22.214.171.124 where the money is required by any annexure to be held in a Segregated Funds Account, all such money held in a Segregated Funds Account;
1.1.14 “Close Out Formula” means the standard formula or formulae used by QuickTrade, at the time of termination of a Transaction, to determine any Settlement Amount;
1.1.15 “Commencement Date” means the date on which QuickTrade notifies the Client that, having received and accepted a duly completed and transmitted Application Form and completed all further checks or enquiries that QuickTrade deems necessary or desirable, the Client’s application has been accepted;
1.1.16 “Confidential Information” means in relation to the Client and QuickTrade and each of its Associates –
126.96.36.199 the know-how, trade secrets, technical processes, information relating to pricing, market share, products, finances, clients or suppliers, the right to all lists of clients and suppliers of that party or of any of its Associates; and
188.8.131.52 other information relating to that party or to any of its Associates and their respective businesses, which by its nature, or by the circumstances of its disclosure to the holder of the information, is or could reasonably be expected to be regarded as confidential;
1.1.17 “Confirmation” –
184.108.40.206 means, in relation to a Transaction, a document or other confirming evidence delivered to one party by the other party, exchanged between the Parties, available by way of an Electronic Trading Platform or otherwise effected, and whether by way of the Electronic Trading Platform or otherwise, in each case for the purposes of confirming or evidencing that Transaction; but
220.127.116.11 does not include an electronic mail or text message, unless QuickTrade specifies otherwise in that electronic mail or text message or otherwise in writing;
1.1.18 “Corporate Action” means an event (including a dividend payment, corporate restructuring, rights issue, bonus issue or share buy-back) initiated by a company that affects the securities issued by that company, including but not limited to the events contemplated in clause 11;
1.1.19 “CIS” means a “collective investment scheme” as defined in section 1 of the Collective Investment Schemes Control Act, 45 of 2002;
1.1.20. “Disclosure Statement” means a document containing important information about QuickTrade and general information about your rights and QuickTrade’s duties in terms of the FAIS Act;
1.1.21 “Exchange” shall have the meaning ascribed to it in the FM Act;
1.1.22 “External Exchange” shall have the meaning ascribed to it in the FM Act;
1.1.23 “Exchange Control Laws’’ means the laws, regulations, directives and rules applicable to exchange control in South Africa, including the Currency and Exchanges Act, 9 of 1993 and the Exchange Control Regulations as promulgated by Government Notice R.1111 of 1 December 1961, as amended from time to time;
1.1.24 “Electronic Trading Platform” means an electronic trading platform referred to in clause 5, made available by QuickTrade to the Client, including by way of the Internet, for the purposes, among other things, of entering into certain types of Transactions;
1.1.25 “FAIS Act” means the Financial Advisory and Intermediary Services Act, 37 of 2002, as amended;
1.1.26 “FIA” means the foreign investment allowance which a South African resident is entitled to invest outside of the common monetary area in terms of Exchange Control Laws;
1.1.27 “Financial Product” means a “financial product” as defined in section 1 of the FM Act;
1.1.28 “FM Act” means the Financial Markets Act, 19 of 2012, as amended;
1.1.29 “Force Majeure” means any event or cause beyond the reasonable control of QuickTrade, including-
18.104.22.168 Abnormal Market Conditions; or
22.214.171.124 an act of God, inevitable accident, fire, lightning, cyclone, earthquake, landslide, volcanic eruption or other natural phenomenon; or
126.96.36.199 sabotage, revolution, insurrection, act of war (whether declared or not) or war-like operations; or
188.8.131.52 a confiscation or expropriation, embargo, quarantine restriction or any like event; or
184.108.40.206 any strike, dispute or lockout; or
220.127.116.11 an epidemic, toxic emission or any like event; or
18.104.22.168 a requirement, restriction, prohibition, intervention, law, regulation, decree or other legally enforceable order of any Government; or
22.214.171.124 an explosion, nuclear accident or any like event; or
126.96.36.199 a telecommunications, network, power or equipment failure or damage, or power or water shortage, as a result of which, in each case in the opinion of QuickTrade, it is impossible, impractical or illegal for QuickTrade to perform and comply with any of its obligations under this Agreement or any Transaction;
1.1.30 “Foreign Exchange” means any currency other than currency which is legal tender in South Africa, Lesotho, Namibia and Swaziland, including but not limited to bills of exchange, letters of credit, money order, postal order, promissory note, travellers cheque or any other instruments of foreign exchange;
1.1.31 “FSCA” means the Financial Services Board, established by section 2 of the Financial Services Act, 97 of 1990, as amended;
1.1.32 “Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks, service marks, trade names and all other intellectual property rights;
1.1.33 “Interest Earning Amount” means the amount, as determined in accordance with clause 7 in an Account on which QuickTrade agrees from time to time to pay interest;
1.1.34 “JSE” means, as the context requires, either JSE Limited, registration number 2005/022939/06, a public company incorporated in accordance with the laws of South Africa and licensed to operate an exchange under the FM Act, or the securities exchange operated by that company;
1.1.35 “Licensor” means each licensor of any software utilised by QuickTrade in relation to an Electronic Trading Platform;
1.1.36 “Limit Order” means, in relation to a Transaction, an order placed by the Client with QuickTrade to enter into that Transaction when the applicable Exchange or applicable External Exchange security price reaches a predetermined level;
1.1.37 “Market Order” means an Order to buy or sell Securities as soon as possible at the price obtainable in the market;
1.1.38 “Normal Trading Hours” means official trading times set by the JSE or any other applicable Exchange or External Exchange;
1.1.39 “Order” means an instruction by the Client to open or close a position in respect of any particular Security;
1.1.40 “the Parties” means the Client and QuickTrade and “Party” means any of them as the context may indicate;
1.1.42 “Product Schedule” means, at any time, any schedule, addendum or other document, by whatever name, issued by QuickTrade and any of its Associates containing its rates, fees, commissions and charges applicable to Transactions at that time, which is either published on the Website from time to time or otherwise available on request from QuickTrade, it being recorded that these may be published as separate documents or a single document from time to time;
1.1.43 “Public Authority” means –
188.8.131.52 any government in any jurisdiction whether national, federal, state, regional, territorial or local; and
184.108.40.206 any minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government or any state-owned enterprise; and
220.127.116.11 the FSCA;
1.1.44 “Representative” means, in relation to any Party, each of its officers, directors, employees, agents and representatives;
1.1.45 “Risk Disclosure Statement” means the document setting out general information in respect of the risks associated with utilising our Services;
1.1.46. “Securities” means “securities as defined in section 1 of the FM Act under the definition of “financial product” and “Security” shall have the corresponding meaning;
1.1.47 “Securities Transfer Tax” or “STT” means the securities transfer tax levied in terms of Securities Transfer Tax Act, 25 of 2007, as amended, which is payable by the buyer when buying shares.;
1.1.48 “Services” means non-discretionary services including, acting as intermediary on behalf of the Client to purchase and sell and enter into Transactions with or, where applicable, on behalf of the Client;
1.1.49 “Service Providers” means any entity appointed by QuickTrade to deliver the Services outlined in this Agreement;
1.1.50 “Security Credentials” means, in relation to any Trading Platform, any security credentials that the Client uses to access or use the Trading Platform, including any user name, account number, Client ID, one time pin sent to the Client’s cell phone number, user ID and/or password;
1.1.51 “Segregated Funds Account” means a South African rand bank account that, where required by this Agreement (including any annexure hereto), is established and maintained by QuickTradein accordance with the provisions of this Agreement (and all annexures hereto), for the purpose of receiving, holding and disbursing Client Money, including client money of other clients of QuickTrade;
1.1.52 “Settlement Amount” means, in relation to each Terminated Transaction and the corresponding Termination Date, the Termination Currency Equivalent of the amount calculated by QuickTrade in accordance with the Close Out Formula necessary to compensate, as the case may be, QuickTrade (in which case the amount is expressed as a positive number) or the Client (in which case the amount is expressed as a negative number) for that party’s total losses and costs in connection with or consequent upon the termination of that Terminated Transaction on that Termination Date;
1.1.53 “Tax(es)” includes any VAT, tax, levy, stamp, withholding taxes or other duty and any other charge, deduction or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of these);
1.1.54 “Terminated Transaction” means a Transaction that is terminated in accordance with clause 24.1.8;
1.1.55 “Termination Date” means a date for the termination of all or some Transactions either as specified in a Termination Notice or as otherwise provided by this Agreement;
1.1.56 “Termination Notice” means a notice given by QuickTrade in accordance with this Agreement terminating all or some Transactions;
1.1.57 “Trading Platform” means an Electronic Trading Platform.
1.1.58 “Trading Platform Communication” means any order or instruction or other communication sent by way of the Trading Platform by or on behalf of the Client (or purportedly by or on behalf of the Client);
1.1.59 “Transaction” means any transaction into which QuickTrade or its Associates have entered or propose to enter into with or on behalf of the Client involving, or referable to the value of, or granting rights or accepting obligations in respect of or by reference to Securities, a CIS or Foreign Exchange;
1.1.60 “VAT” means value added tax levied in terms of the Value-added Tax Act, 89 of 1991, as amended;;
1.1.61 “QuickTrade”, “QuickTrade”, “us” and “we” means QuickTrade (Pty) Ltd, Registration No. 2014/062267/07 as authorised financial services provider in terms of the FAIS Act;
1.1.62. “QTFX”, means QuickTrade Trade (Pty) Ltd
1.1.63. “The Nominees” means an approved Nominee
1.1.64 “Website” means the website on which the Client completed and submitted the Application Form.
1.2. The words written and writing include facsimile communications and electronic mail and any other means of communication resulting in permanent visible reproduction.
1.3 The clause headings of this Agreement have been inserted for convenience only and shall not be taken into consideration in its interpretation.
1.4 Any references to the singular includes the plural and vice versa and any reference to natural persons includes legal persons and vice versa and reference to any gender includes reference to the other gender.
1.5 Any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.
1.6 A reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether before, or after the date of this Agreement).
1.7 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.
1.8 The expiry or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiry or termination or which of necessity must continue to have effect after such expiry or termination, notwithstanding that the clauses themselves do not expressly provide for this.
1.9 The words “include”, “including” and ”in particular” shall be construed as being by way of example or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding word/s.
1.10 Terms other than those defined in this agreement will be given their plain English meaning, and those terms, acronyms, and phrases generally known in the financial services industry will be interpreted in accordance with their generally known meanings.
1.11 Words and expressions defined in any sub-clause shall, for the purpose of the clause of which the sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.
1.12 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive clause in the body of the Agreement, notwithstanding that it is only contained in this interpretation clause.
1.13 If any period is referred to in this Agreement by way of reference to a number of days, the days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the day shall be the next succeeding Business Day.
1.14 The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or preparation of this Agreement, shall not apply.
1.15 This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa.
1.16 The word person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a state and an agency of state (in each case, whether or not having a separate legal personality).
1.17 A reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and permitted assignees.
1.18 A reference to something having a material adverse effect on a person is a reference to it having a material adverse effect –
1.18.1 on that person’s financial condition or operations or on its consolidated financial condition or operations; or
1.18.2 on its ability to comply with its obligations under this Agreement.
2.1 It is recorded that the submission of the Application Form amounts to an offer by the Client to enter into this Agreement with Quick Trade. Either Party can terminate this Agreement at any time as stipulated in clauses 24 and 25 of this Agreement.
2.2 By submitting the Application Form and by initiating each Transaction, the Client acknowledges to QuickTrade that –
2.2.2 whether or not this Agreement is specifically referred to and unless the terms of this Agreement are expressly excluded, every Transaction is governed by the terms and conditions of this Agreement.
3.TERM OF AGREEMENT
3.1 This Agreement takes effect, and the rights and obligations of each Party commence, on and from the Commencement Date.
3.2 This Agreement continues in force until terminated in accordance with its terms or as agreed by the Parties.
4.SCOPE OF AGREEMENT
4.1 Provided that the Client complies with its obligations under this Agreement, QuickTrade may enter into Transactions with the Client as set out in and in accordance with this Agreement and any annexure to this Agreement.
4.2 QuickTrade may, but is not obliged to, enter into any Transaction with the Client or where applicable, on behalf of, the Client.
4.3 If QuickTrade specifies any further type of Transaction that it may enter into with the Client or if QuickTrade otherwise determines (in its sole discretion) that amendments to this Agreement are necessary, the Client acknowledges and agrees that –
4.3.1 QuickTrade may amend this Agreement including, in the case of any further type of Transaction being specified, to reflect the terms and conditions on and subject to which QuickTrade will enter into any such Transaction;
4.3.2 any such amendment will be notified to the Client by way of the Website or each Electronic Trading Platform or electronic mail or such other form of communication as QuickTrade determines to be appropriate;
4.3.3 a copy of this Agreement, as amended, will be available on Website; and
4.3.4 Clients are required to accept amended terms within 30 business days from notification or access to the platform may be suspended. Clients may terminate the Agreement per clauses 24 and 25 in this Agreement if they do not accept amendments. The Client can activate the account at any time after suspension by accepting the new terms.
4.4 This Agreement, each Transaction (and, to the extent recorded in a Confirmation, each Confirmation) together constitute a single agreement between the Parties.
4.5 The Client acknowledges and agrees that, unless QuickTrade agrees otherwise in writing –
4.5.1 The Transactions will only be entered into on the Client’s instructions as provided for in this Agreement and QuickTrade will at all times have a non-discretionary mandate;
4.5.2 QuickTrade does not provide any advice, recommendation, opinion or guidance in relation to the entry into this Agreement or any Transaction, and QuickTrade makes no representations to the Client; and
4.5.3 The execution of the instructions by the Client shall at no time imply QuickTrade’s approval of any of the Client’s investment decisions and entry into of a Transaction by the Client does not mean that QuickTrade makes a recommendation, holds an opinion or gives guidance to the Client in relation to its entry into of that Transaction.
4.6 The Client acknowledges and agrees that QuickTrade does not intend to and is not required to consider one or more of the Client’s objectives, financial situation and needs but that –
4.6.1 QuickTrade may provide general information to the Client that QuickTrade provides to its clients generally; and
4.6.2 that information will not take into account the particular needs, objectives or financial circumstances of the Client.
4.7 Subject to the provisions of this Agreement and Applicable Law, the Client hereby authorises QuickTrade to appoint one or more Authorised Representatives to represent it in the performance of its obligations under this agreement and delegate all or any of its powers and authorities in terms of this agreement to such Authorised Representative.
5.1 Availability of Trading Platform
5.1.1 For each type of Transaction offered by QuickTrade, the applicable Annexure will specify –
18.104.22.168 if an Electronic Trading Platform is available; or
22.214.171.124 such other form of Trading Platform that may be used.
5.2 Password-protected Electronic Trading Platform
5.2.1 Where an Electronic Trading Platform is available, QuickTrade will deal with the Client by way of a password-protected electronic trading platform to which the Client has access over the Internet.
5.2.2 The Client acknowledges and agrees that the Client may not transact with QuickTrade except in accordance with the specified Trading Platform or as may otherwise be agreed by QuickTrade on a case by case basis.
5.3 Using an Electronic Trading Platform
5.3.1 QuickTrade may provide an Electronic Trading Platform for the purpose of the Client entering into certain types of Transactions, viewing Confirmations and/or other ancillary services.
5.3.2 The Client agrees to access and use each Electronic Trading Platform in accordance with, and solely for the purposes set out in, this Agreement.
5.3.3 The provision of an Electronic Trading Platform may involve the sub-licensing of Licensor software and/or information systems.
5.3.4 QuickTrade or the Licensor may, with or without notice to the Client, change the nature, composition, features or availability of an Electronic Trading Platform, provided that such change shall not prevent QuickTrade from performing the Services.
5.4 Reference to Electronic Trading Platform in Agreement
5.4.1 QuickTrade may provide one or more Electronic Trading Platforms depending upon the type of Transactions that QuickTrade is willing to enter into at that time.
5.4.2 A reference to “Electronic Trading Platform” in this Agreement is a reference to the Electronic Trading Platform(s) provided in relation to the relevant type of Transaction.
5.5 Unavailability of Electronic Trading Platform
5.5.1 Where, for any reason, the Client is unable to access and use the relevant Electronic Trading Platform, QuickTrade may, at its absolute discretion, trade through other means with the Client, such as by telephone.
5.5.2 QuickTrade shall be entitled to notify the Client of any unavoidable delay in the performance of the rectification of the Electronic Trading Platform and will advise the Client of other means of trading, having regard to the circumstances.
5.6 Acknowledgments and agreements of Client
5.6.1 The Client –
126.96.36.199 acknowledges and agrees that any Electronic Trading Platform is provided on an “as is” basis;
188.8.131.52 acknowledges and agrees that there are significant risks associated with using and relying on a Trading Platform, including risks related to the use of software and/or telecommunications systems, such as software errors and bugs, delays in telecommunications systems, interrupted service, data supply errors, faults or inaccuracies and security breaches;
184.108.40.206 assumes all risk of use or attempted use of a Trading Platform and any data provided by way of a Trading Platform; and
220.127.116.11 acknowledges and agrees that it has no recourse against QuickTrade or any Licensor in relation to the use or availability of a Trading Platform or any errors in Licensor software and/or related information systems;
5.7 Support and maintenance of Trading Platform
5.7.1 The Client –
18.104.22.168 acknowledges and agrees that QuickTrade has no obligation or responsibility to –
22.214.171.124.1 provide support for or maintenance of any Trading Platform, including by supplying any corrections, updates or new releases; and
126.96.36.199.2 verify, correct, complete or update any information displayed on a Trading Platform.
188.8.131.52 acknowledges and agrees that, subject to clause 5.5.2, QuickTrade has no obligation or responsibility to –
184.108.40.206.1 inform the Client of any difficulties QuickTrade or other third parties experience in relation to use of or access to an Electronic Trading Platform or to take any action in relation to these difficulties;
220.127.116.11.2 verify, correct, complete or update any information displayed on an Electronic Trading Platform; and
18.104.22.168.3 take any action in relation to those difficulties.
5.8.1 The Client –
22.214.171.124 assumes full responsibility for any decision in relation to which any data provided to the Client by way of a Trading Platform may be used or relied upon;
126.96.36.199 will make its own independent decision to access or use a Trading Platform or to enter into any Transaction; and
188.8.131.52 acknowledges and agrees that no Trading Platform serves as the primary basis for any of the Client’s investment decisions concerning its accounts or its managed or fiduciary accounts;
184.108.40.206 agrees to ensure the security and confidentiality of all Security Credentials;
220.127.116.11 agrees and acknowledges that, if any person accesses or uses a Trading Platform using a Security Credential, the Client is liable for the conduct of that person and the person’s compliance with this Agreement, whether or not the Client authorises the access and/or use;
18.104.22.168 acknowledges and agrees that, if QuickTrade determines that the security surrounding any Trading Platform or the security or confidentiality of any Security Credentials is or has been breached, QuickTrade may terminate, revoke, suspend, modify or change any or all of the Security Credentials at any time with or without prior notice; and
22.214.171.124 acknowledges and agrees that where a Trading Platform requires the use of Security Credentials, all Trading Platform Communications are deemed to be on behalf of and authorised by the Client;
126.96.36.199 accepts all responsibility for the genuineness and accuracy, in relation to content and form, of all Trading Platform Communications and for all resulting actions, including orders entered and Transactions entered into;
188.8.131.52 acknowledges that QuickTrade is not obliged to act on any Trading Platform Communication and will be free to accept or reject, in its sole discretion, any transaction that the Client seeks to execute through the Trading Platform;
184.108.40.206 acknowledges and agrees that QuickTrade may, at its discretion, verify receipt of any Trading Platform Communications;
220.127.116.11 acknowledges and agrees that the Client has no right to amend or revoke a Trading Platform Communication, unless QuickTrade agrees otherwise; and
18.104.22.168 acknowledges and agrees that –
22.214.171.124.1 QuickTrade’s records of any Trading Platform Communication and any communication sent by QuickTrade by way of the relevant Trading Platform are deemed to be accurate until the contrary is proven; and
126.96.36.199.2 the Client bears the burden of proof that those records are inaccurate or incomplete, except in the case of manifest error or fraud.
5.9 Provision of Market Information
5.9.1 Market Information
188.8.131.52 The Client acknowledges and agrees that where a Trading Platform displays market data and other purely factual information (collectively “Market Information”) that –
184.108.40.206.1 QuickTrade does not endorse or approve the Market Information and makes it available to the Client only as a service and convenience;
220.127.116.11.2 QuickTrade does not guarantee the accuracy, timeliness, completeness or correct sequencing of the Market Information;
18.104.22.168.3 QuickTrade does not warrant any results from the Client’s use or reliance on the Market Information;
22.214.171.124.4 QuickTrade is not obligated to update any information or opinions contained in any Market Information;
126.96.36.199.5 QuickTrade may discontinue offering Market Information at any time;
188.8.131.52.6 QuickTrade will not be liable in any way for the termination, interruption, delay or inaccuracy of any Market Information; and
184.108.40.206.7 The Client will not redistribute or facilitate the redistribution of Market Information to any third party.
5.9.2 JSE Market Data
220.127.116.11.1 It is a requirement of the JSE that we inform them whether a client trading on the Trading Platform is a Professional or Non-Professional User as defined in terms of the JSE’s Market Data Policies.
18.104.22.168.2 You need to indicate that you are a Non-Professional User if –
22.214.171.124.3 you are not registered or required to be registered as, or qualified as and do not act as a securities trader, investment advisor or asset manager with any financial exchange, regulatory authority, professional association or any professional body recognised under any law;
126.96.36.199.4 you do not use the Trading Platform for any business or professional purposes;
188.8.131.52.5 you do not distribute, publish or make any of the data available to any third party in any manner whatsoever.
184.108.40.206 If you fall within any of the above three categories then you need to indicate that you are a Professional User.
220.127.116.11 Where a Client receives delayed JSE data there is no fee levied by the JSE or QuickTrade.
18.104.22.168 QuickTrade is not permitted to indicate your user status on your behalf.
22.214.171.124 The relevant market data fees will be deducted monthly from your Account.
5.9.3 External Exchange Market Data
At QuickTrade all Securities trade on actual Market Information from the relevant stock exchanges. If you have access to the Electronic Trading Platform you will receive live Level 1 Data as part of the Services at the applicable fee set out in the applicable Product Schedule. If you do not have access to the Electronic Trading Platform there is no fee for this Market Information.
5.10 Third party Licensors
5.10.1 The Client acknowledges and agrees that the provision of an Electronic Trading Platform may involve the sub-licensing of Licensor software and/or information systems.
5.10.2 The Client waives all claims and causes of action which it may otherwise have against a Licensor.
5.10.3 The Client acknowledges and agrees that –
126.96.36.199 the Licensor is providing only a technical means for effecting Transactions;
188.8.131.52 the Licensor is neither directly nor indirectly a party to any Transaction;
184.108.40.206 the Licensor is not inviting, arranging for, or advising the Client or any third party to effect any Transaction or to purchase, sell or otherwise deal in any currency, security, commodity, derivative or future;
220.127.116.11 the Licensor is not liable in any manner to any person for the failure of any person effecting a Transaction by way of an Electronic Trading Platform to perform its obligations under that Transaction; and
18.104.22.168 the Licensor will not be involved in any dispute relating to any Transaction.
5.10.4 The Client –
22.214.171.124 is to maintain, for the duration of this Agreement, and for a period of 3 years afterwards, accounting and computer records that enable QuickTrade and/or any Licensor to determine compliance with this clause and this Agreement;
126.96.36.199 is to permit QuickTrade and/or any Licensor to audit the Client’s access to and use of any Electronic Trading Platform (including the Client’s records of its access to and use of that Electronic Trading Platform); and
188.8.131.52 acknowledges that information obtained pursuant to this clause may be used to determine the Client’s compliance with this clause.
5.11 Intellectual Property Rights in Electronic Trading Platform
5.11.1 The Client acknowledges and agrees that –
184.108.40.206 all Intellectual Property Rights in respect of or derived from an Electronic Trading Platform are and remain the sole and exclusive property of QuickTrade and/or any Licensors; and
220.127.116.11 the Client has no Intellectual Property Rights in respect of or derived from and will not acquire any Intellectual Property Rights in relation to an Electronic Trading Platform and/or any derivative or adaptation of an Electronic Trading Platform.
5.11.2 The Client is to use all reasonable efforts –
18.104.22.168 to protect any such Intellectual Property Rights in an Electronic Trading Platform; and
22.214.171.124 to comply with a request of QuickTrade, acting reasonably, to protect its contractual, statutory and common law rights and obligations in respect of an Electronic Trading Platform.
5.11.3 If the Client becomes aware of any access to or use of the Electronic Trading Platform by a third party that is unauthorised or which constitutes an infringement or interference with any of QuickTrade’s and/or the Licensor’s Intellectual Property Rights, it is promptly to notify QuickTrade and, acting reasonably, co-operate with QuickTrade and/or any Licensor with respect to any legal action which QuickTrade and/or any Licensor may undertake in respect of the infringement.
5.12 Restrictions on use of Electronic Trading Platform
5.12.1 The Client acknowledges and agrees not –
126.96.36.199 to access or use any Electronic Trading Platform for any purpose other than to request prices and enter into Transactions with QuickTrade; or
188.8.131.52 to use, copy, merge, make derivative works of or transfer copies of any software; or
184.108.40.206 to use or disclose to any third party any information obtained through or from an Electronic Trading Platform other than for the purposes expressly set out in this Agreement; or
220.127.116.11 to allow any access to or use of an Electronic Trading Platform by any third party; or
18.104.22.168 to sell, lease or otherwise provide, directly or indirectly, an Electronic Trading Platform to any third party except as expressly permitted by this Agreement; or
22.214.171.124 to reverse engineer, disassemble or decompile any software; or
126.96.36.199 to copy any manuals related to an Electronic Trading Platform; or
188.8.131.52 to remove any statutory copyright notice, or other notice included in an Electronic Trading Platform or Licensor software or on any medium containing that software; or
184.108.40.206 to transmit or receive using an Electronic Trading Platform (or cause to transmit or receive) any information or material which is pornographic, obscene, abusive, profane, offensive, misleading, deceptive, disparaging or defamatory; or
220.127.116.11 to use the Electronic Trading Platform after the expiry, termination or cancellation of this Agreement and/or any license agreement between QuickTrade and its Licensor.
5.13 Security and operating environment
The Client is responsible for ensuring the adequacy of the operating environment and the security of the environment, both physical and electronic, of the Client’s access to and use of an Electronic Trading Platform, including –
5.13.1 Maintain security measures maintaining appropriate security measures to prevent unauthorised access to, use of or damage –
5.13.2 to an Electronic Trading Platform and any information systems accessible through an Electronic Trading Platform; and
5.13.3 to any password management system not explicitly controlled by QuickTrade or a Licensor;
5.13.4 where the Client accesses and uses, or attempts to access and use, an Electronic Trading Platform from any laptop computer or other portable device, taking all measures necessary to ensure the security, integrity and reliability of such computer or other portable device (including the security of the internet connection) and the Client is solely liable for any failure in such computer or other portable device’s security, integrity or reliability; and
5.13.5 complying with all reasonable operational and security procedures notified by QuickTrade from time to time and to inform QuickTrade immediately of any breach of security.
5.14 To the maximum extent permitted by law, QuickTrade makes no representation or warranty (express or implied) and expressly disclaims any warranties –
5.14.1 in relation to the merchantability or fitness for a particular purpose and any warranty for the access to or use of or the results of the access to or use of a Trading Platform with respect to its suitability, availability, functionality, correctness, quality, accuracy, completeness, reliability, performance, timeliness, operation, continued availability or otherwise;
5.14.2 that any Trading Platform Communication –
18.104.22.168 will result in QuickTrade entering into a Transaction with the Client; and/or
22.214.171.124 has been received by QuickTrade; and
126.96.36.199 Requirements or needs that a Trading Platform meets the requirements or needs of the Client.
6.NATURE OF RELATIONSHIP
6.1 QuickTrade enters into each Transaction on behalf of the client.
6.2 The Client agrees that QuickTrade may appoint its Associates to render some of the Services and, where applicable, facilitate the Transactions.
6.3 The Client represents and warrants to QuickTrade that it enters into this Agreement, and undertakes that it will enter into each Transaction, on behalf of the client.
6.4 The aforementioned representation and warranty is deemed to be repeated each time the Client enters into a Transaction.
6.5 If the Client nevertheless enters into this Agreement or any Transaction on behalf of one or more principals, the Client acknowledges and agrees that QuickTrade does not accept any such principal as a client for the purposes of this Agreement or any Transaction.
7.INTEREST AND THIRD PARTY ACCOUNTS
7.1 No interest is payable by QuickTrade on an Account except as specifically provided for in this clause 7.
7.2 For purposes of this clause 7 and clause 9 “Deposit Interest” means interest payable by QuickTrade on Client Moneys.
7.3 QuickTrade will pay Deposit Interest earned on client monies less applicable fees on uninvested cash in the Client’s Account.
7.4 The applicable interest rates in respect of which QuickTrade will pay Deposit Interest are set out in the applicable Product Schedule.
7.5 QuickTrade will pay Deposit Interest in arrears on such days as may be specified in the applicable Product Schedule.
7.6 The Client authorises QuickTrade –
7.6.1 to withhold or deduct from any such payment of Deposit Interest to the Client any resident or non-resident withholding tax that is required to be withheld or deducted by Applicable Law; and
7.6.2 if necessary for this purpose, to withdraw any such withholding tax from QuickTrade bank account where Client Moneys are held (including, where relevant, a Segregated Funds Account).
7.7 If an Account has a debit balance, the Client is to pay interest daily to QuickTrade on the full amount of that balance at the relevant Cost of Funds plus a margin that is set out in the applicable Product Schedule or otherwise published or provided by QuickTrade.
7.8 If the Client fails to meet any payment obligations, the Client is to pay interest daily to QuickTrade on the amount that was due but not paid at the relevant Cost of Funds plus a margin that is set out in the then-current Risk Disclosure Statement or otherwise published or provided by QuickTrade.
7.9 The Client is to ensure that any transfer of moneys by it, is drawn on or made from an account in its name and not on or from that of another party, unless QuickTrade has previously agreed otherwise in writing.
7.10 The Client acknowledges and agrees that QuickTrade –
7.10.1 may, in its absolute discretion, without being obliged to do so, return any cheque drawn on, or transfer of moneys from, a third party account, unless QuickTrade has previously agreed otherwise in writing; and
7.10.2 does not accept or bear any liability or responsibility for any loss, including consequential loss, incurred or sustained by the Client as a result of or arising out of QuickTrade returning any cheque drawn on, or transfer of moneys from, a third party account, including any loss, including consequential loss, incurred or sustained by the Client because it is subsequently in default of its obligations under this Agreement or any Transaction.
8.1 The Client acknowledges that certain Exchanges or External Exchanges do not support Market Orders. If the Client places a Market Order in respect of such Exchange or External Exchange, QuickTrade will automatically convert the Market Order to an aggressive Limit Order within a certain percentage limit. The price at which the Transaction is completed pursuant to a Market Order made in the aforesaid circumstances may vary from the price indicated in the Market Order between 1% (one percent) and 4% (four percent) depending on the Exchange or External Exchange and the type of Security. The Client will be responsible to check if the Market Order is filled in the market after order entry.
8.2 If the Client experiences or suspects any errors with a Market Order, the Client should contact QuickTrade immediately. QuickTrade will not be responsible orders not filled due to this.
8.3 The Client acknowledges that QuickTrade’s Service Providers may choose to translate Market Orders on various markets into aggressive Limit Orders where the variance between the price indicated between the Market Order and the actual price is 3% (three percent) in the money. This is due to the Service Provider’s internal compliance and is set to protect the Client from “bad fills”. QuickTrade will not be responsible for missing fills due to this.
8.4 The Client acknowledges and agrees that in cases where a Market Order regarding a Security is split in that the Transaction is completed over a period of more than one day, the total fees payable to QuickTrade in of the Transaction may increase as a result of the fee as set out in the applicable Product Schedule being charged in respect of the number of days necessary for the total execution of the Transaction.
8.5 Dividend payments from share positions will be credited to the Client’s Account after deduction of any applicable standard withholding taxes payable by the Client in respect of such dividend. The Client acknowledges that QuickTrade does not support or offer preferential withholding tax rates that may be available due to residency or legal status. The Client further acknowledges that QuickTrade does not offer a tax reclaim service, but it may refer the Client to a third party for such service, at the request of the Client, provided that QuickTrade makes no representations of warranties in respect of such service from such third party.
8.6 In US markets, QuickTrade consolidates liquidity from a number of sources in addition to the primary Exchanges. When there is a delay in the opening of the primary Exchange, Orders can be filled from these other sources before trading commences on the primary Exchange.
8.7 One-Cancels-Other Orders consists of two Orders. If either of the orders is executed because its market conditions have been met, the related order is automatically cancelled.
9.TRADES IN SECURITIES
9.1 QuickTrade trades Securities through its related party Exchange members, third party brokers or relevant market participants, which are members of the relevant Exchange. The Client acknowledges that these Service Providers determine whether the Transaction in question is to be executed on the relevant Exchange. The Transaction is performed on a commission basis and consequently in the name of QuickTrade or QuickTrade’s Service Provider.
9.2 The Order is only submitted for execution provided it is tradable on the relevant Exchange through the Service Provider. If the Transaction cannot be executed on the terms outlined above, the Client will be notified on the Trading Platform.
9.3 The Order may be split or merged, and thus be executed at different prices during the day of trading or the following days. In case that an Order is split, and completed partially over a period of more than one day, the total trading costs may increase. The reason for such increase is that the minimum fee as set out in the applicable Product Schedule may be charged more than one time based on the number of days necessary for the total execution of the Order.
10.REGISTRATION AND CUSTODY ARRANGEMENTS
10.1 All transactions shall be registered in the name of the Client or, alternatively, in the name of a security depositary “participant” as defined in the FM Act or its nominee company, or in the name of a nominee company agreed between the Client and QuickTrade.
10.2 QuickTrade shall, on behalf of the Client, appoint a suitable person or persons to act as Custodian, to hold in safe custody on behalf of the Client all share certificates or other documents evidencing title to the Transactions from time to time. This person or persons must be approved to perform these services in terms of the FM Act or the FAIS Act or the relevant jurisdictions legislation.
10.3 QuickTrade shall have no responsibility or liability with respect to the transmission or safe-keeping of documentation or the acts or omissions of the Custodian or other Service Providers with respect thereto.
Without limiting any other provision of this Agreement, this clause sets out the consequences, for the purpose of this Agreement, any Corporate Action taken by a company in which the Client holds Securities.
For the purpose of this clause 11 –
11.1.1 “Ex-Date” means the date on immediately prior to the date on which the Corporate Action is Scheduled to take place; and
11.1.2 “Pay-Date” means, in relation to a Corporate Action, the date on which the consideration in respect of the relevant Securities to which that Corporation Action relates is payable by the Issuer.
11.2 Rights Issues
If the Client holds share positions on the last date to trade as specified by the issuer of such shares, the Client may receive an offer to acquire shares or other Securities in respect of the issuer (“the Rights Offer”). The Rights Offer may be renounceable or non-renounceable. The Client shall provide QuickTrade with a written instruction as to the Rights Offer within the time period specified by QuickTrade. If the Rights Offer is non- renounceable, the Client shall be entitled to accept or reject the Rights Offer. If the Rights Offer is renounceable, the Client shall be entitled to accept or reject the Rights Offer or sell the Rights Offer to a third party. If the Client fails to respond to a non-renounceable Rights Offer within the period specified by QuickTrade, the Rights Offer may lapse and have no further force and effect. If the Client fails to response to a renounceable Rights Offer within the time period specified by QuickTrade, QuickTrade shall be entitled, but not obliged, to sell the Rights Offer to any third party for the account of the Client. The proceeds from the sale of the Rights Offer will be for the account of the Client less the fees payable to QuickTrade in terms of this Agreement.
11.3. Cash Dividends
Cash dividends are allocated to the Client on the Ex-date reflecting the market price movement on the Ex-date, but the actual value of the payment will be settled on the date on which payment is made to QuickTrade. Dividend payments from share positions will be credited to the Client’s Account less any applicable withholding taxes deducted.
11.4 Optional Dividends
11.4.1 Unless the Client elects otherwise in terms of clause 11.5 dividend shall be paid in cash. The Client can elect to apply the dividend by acquiring for additional shares in the issuer. The shares to be acquired by the Client as aforesaid shall be proportional to the shares held by the Client as at the record date for the dividend. The shares will be allocated once the reinvestment rate is confirmed for the value Pay Date, once the shares have been received by the Custodian.
11.4.2 The Client shall not be entitled to receive payment of a dividend in a different currency to the currency in which the dividend has been declared.
11.5. Share Dividends and Bonus Shares
An issuer in which the Client holds shares may issue additional shares to the Client, whether in proportion to existing shareholding or otherwise. These shares may be issued and allotted by the issuer on the Ex-date at the value as at the Pay Date. The additional shares issued as aforesaid shall only be available to trade once they have been received by the Custodian and allocated to the Client on the Electronic Trading Platform.
11.6 Share Splits, Reverse Share Splits/ Spin Offs
11.6.1 A “Share Split” is an increase in an issuer’s number of issued shares proportional to a reduction in the par value or nominal value of the existing shares. In the case of a Share Split the Client shall receive additional shares in the issuer in proportion to its shareholding. The additional shares issued in terms of a Share Split shall be allocated to the Client on the Ex-Date, but at a reduced price. The additional shares in terms of a Share Split shall be issued to the Client as fully paid up shares.
11.6.2 A “Reverse Share Split” is a decrease in the number of issued shares proportional to an increase in the par value of the existing shares. In terms of a Reverse Share Split the number of shares held by the Client will be reduced on the Ex-Date, but the shares held by the client after the Reverse Share Split will be reflected at an increased price.
11.6.3 A “Spin Off” means the issue of additional shares to the Client in a new class of shares in proportion to their existing holding in the issuer. Such additional shares are allocated on the Ex-Date.
11.6.4 The additional shares resulting from a Share Split or Spin Off will be allocated on the Ex-Date, but will only be available for trading once such additional shares have been received by the Custodian.
11.7 Tender Offers
The Client shall be entitled to tender shares in its portfolio on the terms on which the Client has been notified of by means of the Trading Platform.
11.8 Mergers & Mergers with Elections
11.8.1 As a result of a merger in respect of the issuer of shares held by the Client, the Client may become entitled to –
188.8.131.52 receive payment in cash on the Pay-Date;
184.108.40.206 be issued additional shares in the issuer on the Ex-Date;
220.127.116.11 receive a combination of payment in cash and the issued of additional shares in the issuer on the Ex-Date.
11.8.2 In the case of a mandatory merger, the Client shall have no election as to the form of consideration to be received by the Client in terms of clause 11.9.1. In the case of a non-mandatory merger, the Client may elect the form of payment or consideration to be received by the Client, provided that such election is exercised within the timer period set out in the applicable notice, failing which the consideration payable to the Client shall be as set out in the applicable merger notice.
11.8.3 Any shares allocated as a result of the merger will only be available for trading once such shares have been received by the Custodian.
11.9 Deletion of open Orders due to a Corporate Action
11.9.1 On the Ex-Date open Orders are deleted for certain types of Corporate Events, as set out in the table below.
11.10 New Positions in non-online traded Securities
If a Corporation Action relates to a Security that is not tradable online with QuickTrade through the Trading Platform, the following procedures shall be applicable –
11.10.1 Positions in respect of Securities arising as a result of a Corporate Action, are booked to the Client’s Account.
11.10.2 The relevant Security will be added to the Client’s Account for reporting purposes.
11.10.3 In instances where there is an election to receive consideration by means of the issue of a Security that is not supported by QuickTrade or its Service Provider on the Electronic Platform, the Client will not have the option to elect and will receive the cash settlement.
11.11 Fractional Compensation
11.11.1 A fractional share is less than one full share in an issuer and can arise as a result of a Corporate Action entitlement calculation. For the following Corporate Actions, QuickTrade shall cash compensation wherever the Client becomes entitled to a fractional share –
11.11.2 share splits;
11.11.3 reverse share splits;
11.11.4 optional dividends on share positions; and
11.12 Taxes and Fees on Corporate actions
Taxes and fees may also occur on other Corporate Actions, other than cash dividends such as fee on a share dividend or tax on a merger. When such taxes and fees occur QuickTrade will debit the Client’s Account accordingly.
11.13 Special Corporate Action Events
Special and infrequent Corporate Actions that do not come under the descriptions above may occur. QuickTrade, through its Service Providers, will handle such Corporate Actions in the overall best interest of the Client to the extent that time and operational procedures will allow.
Due to the structure of the custodial relationship with its third party brokers it is not practical for QuickTrade to support the exercise of voting rights by Clients.
12. OTC FX WITH QUICKTRADE AND
12.1 QuickTrade is authorised to open one or more Accounts in the Client’s name at the Nominees to hold the Client’s contracts in OTC FX (collectively, the “Account”). QuickTrade is further authorized to purchase and sell OTC FX for the Client’s Account with at the Nominees in accordance with the Client’s oral (proper identification required), written (signature required) or electronic (password required) instructions. Unless instructed by the Client to the contrary in writing, QuickTrade is authorized to execute all orders for the Client’s Account as QuickTrade deems appropriate and in accordance with the QuickTrade OTC FX Order Execution Policy (set out below at Appendix A to section 37). QuickTrade may, at its sole discretion, engage in foreign exchange contracts transactions for the Client where the Nominees will act as the Registered Owner for the Client in such transactions.
12.2 Trading OTC FX with QuickTrade
12.2.1 When you trade OTC FX contracts with QuickTrade, QuickTrade will act as intermediary for a privately negotiated contract QTFX held on your behalf at QuickTrade. QTFX may, in turn, enter into “back-to-back” transactions with others which may include its affiliates. A mark-up is included by QuickTrade in the price it quotes to you. The OTC FX contract transactions are not executed on an exchange and are not cleared by a central clearing organization. Therefore, any contract negotiated by QuickTrade will be an obligation of QTFX and not an obligation of a clearinghouse. For this reason, you will not be afforded the regulatory and financial protections afforded to contracts traded on an exchange. Yourself, QuickTrade and QuickTrade are obligated to perform their respective responsibilities and obligation under each transaction in accordance with its terms. The terms of each OTC FX contract are set out in: (i) section 37 of this QuickTrade Trading Agreement which applies to every transaction intermediated for you by QuickTrade, and (ii) confirmation which will apply to that particular transaction. Your obligations under the transaction are not transferable to another person. These obligations may only be transferred to another person with QuickTrade’s express consent. In addition, QuickTrade is under no obligation to terminate or close out the transaction prior to the expiration date for that transaction. QuickTrade may, but is not obligated to, quote you a price for an early close out of a contract on request.
12.3 QuickTrade contracting as Intermediary for OTC FX
12.3.1 QuickTrade acts solely in the capacity of an intermediary in connection with the OTC FX contract transaction and not in the capacity of your financial adviser or fiduciary. You should not regard any transaction proposal, suggested hedging strategies or other written materials or oral communications from QuickTrade as investment recommendations or advice or as expressing QuickTrade’s view as to whether a particular transaction is suitable for you or meets your financial objectives. In addition, any market or quote that QuickTrade makes for you may be based solely on markets or quotes that are made or quoted to QuickTrade by the counterparties with which it does business. Such quotes or markets may not represent the best quotes or markets available to you or QuickTrade from other sources and QuickTrade undertakes no obligation to obtain competitive quotes or markets from other counterparties. QT and its affiliates may from time to time have substantial positions in, and may make a market in or otherwise buy or sell instruments similar or economically related to, OTC FX transactions entered into with you. QT and its affiliates may also carry out proprietary trading activities, including hedging transactions related to the initiation or termination of a foreign currency contract transaction with you that may adversely affect the market price or other factors underlying the foreign currency contract transaction entered into with you and consequently, the value of such transaction. QT, its personnel and affiliates and various other parties may execute orders at the same or better prices at the same time or subsequent to a Client order.
12.4 Off-Exchange Transaction and Limited Liquidity
12.4.1 Your OTC FX transactions intermediated by QT and held by the Nominees will not occur on a regulated exchange and it may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off–exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks. Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may also expose you to additional risk. Such markets may be subject to regulation, which may offer different or diminished investor protection. Before your trades, you should inquire about any rules relevant to particular transactions. The local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected.
12.5 Your Obligations and Risks in Spot and Forward Transactions
12.5.1 From time to time you will be responsible to meet the obligations, in accordance with the terms of the contract, arising under a foreign currency spot or forward transaction. These transactions may be used to establish long or short positions in the market. A spot contract is a cash market transaction to buy or sell a specific quantity of currency immediately, physical settlement will be required on the value date of the transaction. A forward contract is a contract to buy or sell a specific quantity of currency on a specific date in the future at a specific price. Forward transactions are economically similar to exchange-traded futures contracts. The price terms and characteristics of spot or forward transaction, unlike exchange future contracts, are privately negotiated, accordingly, there is no centralized price source and the transactions are not cleared through a clearinghouse. In general, within the OTC FX market (i) there are no limitations on daily price movements (unless imposed by a government or central bank authority), (ii) no rules to regulate valuation or settlement procedures, and (iii) no minimum financial requirements for market participants. On the defined settlement dates for spot and forward contracts you will be obligated to pay QT or receive payment through the physical delivery of currency with respect to any un-netted OTC FX positions. The means of settlement are governed by the terms of the specified contract. In addition to your settlement obligations via physical delivery or offset, you will also be liable at all times to QT for margin calls all open positions the market value of which may have declined. Such margin liabilities will depend upon the type of position you have and the direction of the market movement in the time since the position was established. You will be exposed to the movement in the price of the market unless you have an underlying currency position that the forward contract is hedging.
12.6 Electronic Trading specific to OTC FX
12.6.1 OTC FX is generally completed through QT’s web based electronic trading system. Trading on an electronic trading system differs from trading in the open outcry market. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hardware and software. QuickTrade’s automated order entry system provides immediate transmission of Client’s order once Client enters the notional amount and clicks “Buy/Sell.” There is no “second look” before transmission, and market orders cannot be cancelled. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all.
12.7 Commission and Other Charges
12.7.1 Before you begin to trade, you will be provided with a clear explanation of all commission, fees and other charges for which you will be liable. These charges will decrease your net profit (if any) or increase your loss.
12.8 RISK OF LOSS; LIMITATION OF LIABILITY
12.8.1 All transactions effected for the Client’s Account and all fluctuations in the market prices of the OTC FX contracts carried in the Client’s Account are solely at the Client’s risk, and the Client shall be solely liable therefore under all circumstances. The Client represents and warrants that the Client is willing and financially able to sustain such losses, and that the trading of foreign currency contracts is suitable for the Client. QT is not responsible for the performance or non-performance by any third party (including other dealers or banks) to QT and QT’s Nominees of its obligations in respect of any OTC FX contract or other property of the Client; or for delays in the transmission, delivery or execution of the Client’s orders due to malfunctions of communications facilities or systems or other causes beyond QuickTrade’s reasonable control or anticipation. QT shall not be responsible for the actions or non-actions of agents selected by QuickTrade in good faith or appointed at the request of the Client, whether such action and/or non-action amounts to negligence or inability on the part of the relevant agent.
12.8.2 The Client consents to QT’s use of automated systems or service bureaus in conjunction with the Client’s Account, including, but not limited to, automated order entry, order routing and/or order execution systems; record keeping, reporting and Account reconciliation systems; and risk management systems (collectively, “Automated Systems”). In addition, the Client will be allowed access to certain Automated Systems in order to place orders for transactions in OTC FX and to access other account services and products provided by QT. The Client understands that the use of Automated Systems entails risks, including, but not limited to, interruption of service, system or communications failure, delays in service, and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense or liability to the Client.
QT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SELECTION, DESIGN, FUNCTIONALITY, OPERATION, TITLE OR NON-INFRINGEMENT OF ANY AUTOMATED SYSTEM, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, QT EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE.
12.8.3 In addition to the limitation of liability set forth above, QT will have no liability whatsoever for any claim of loss, cost, expense, damage or liability of the Client or any third person arising out of or relating to any System Failure, regardless of whether such claim is based on contract, tort, strict liability or any other theory. QuickTrade will not have any liability for the actual or alleged insufficient exercise of care in selecting any sub-agents or in selecting, monitoring or operating any Automated System, for any failure or delay in informing the Client of any System Failure or in taking action to prevent or correct any such System Failure. In no event will QuickTrade have any liability for any incidental, special or consequential damages, including, but not limited to, loss of profits or loss of use, even if QuickTrade was aware of the likelihood of such damages. QuickTarde has no responsibility to inform the Client of (i) any decision to use, not use or cease using any Automated System, (ii) the characteristics, functions, design or purpose of any Automated System, or (iii) any specific risks inherent in any Automated System. Nothing in this Agreement will exclude or restrict any duty or liability which QuickTrade and the Nominees may owe to the Client under the regulatory system.
12.9 PRICING INFORMATION; QUOTING ERRORS
12.9.1 The Client acknowledges: (i) any information communicated to the Client by QT or by any person associated with QT, does not constitute an offer to sell or the solicitation of an offer to buy any OTC FX contract; (ii) such information, although based upon information obtained from sources believed by QuickTrade to be reliable, may be incomplete and may be unverified; and (iii) QT makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information furnished to the Client. The Client acknowledges that QT and/or its officers, directors, affiliates, associates, members or representatives may have a position in or may intend to buy or sell OTC FX, which are the subject of market information furnished to the Client. The Client acknowledges that QT makes no representations concerning the tax implications or treatment of contracts.
12.9.2 Should a quoting error occur due to a mistype of a quote or misquote given by telephone or over an electronic trading platform (including responses to the Client requests), QT is not liable for any resulting errors in account balances and reserves the right to close, void or make amends to any Transaction that is affected by a quoting error. QT may take into account all information including, without limitation, information concerning all relevant market conditions, any error in, or lack of clarity of, any information, source or announcement when determining the existence of a quoting error. Any dispute arising from such quoting errors will be resolved on the basis of the fair market value, as determined by QT, in its sole discretion, of the relevant currency at the time such an error occurred. The Client must review and report immediately errors on confirmations and statements. Failure to notify QT immediately of any error or omission will bind the Client to the terms of such confirmation or statement, as the case maybe.
12.10 PRICE AVAILABILITY
12.10.1 QT will make available, by posting on the internet or providing an operator for the Client to telephone, bid prices and ask prices at which they are prepared to enter OTC FX contracts or cross currency contracts with the Client. Each price shall be for a contract with a specified value date and shall specify each currency pair involved. QT expects that these prices will be reasonably related to the bid prices and ask prices available in the market at that time for similar transactions, but a number of factors, including communication system delays, high volume or volatility can result in deviations between quoted prices and other sources. QT makes no warranty, express or implied, that prices represent prevailing bid prices and ask prices.
12.11 ELECTRONIC TRADING AND EXECUTION
12.11.1 QuickTrade will make available to the Client, by posting on the Automated Systems or through QT’s trading desk, bid prices and ask prices at which QuickTrade is prepared to enter into foreign currency contracts with Client. QT makes no warranty, express or implied, that bid prices and ask prices represent bid prices and ask prices then prevailing in the market. The Client agrees to the one click system and accepts the risk of this immediate transmission feature.
12.12 ORDERS OVER THE TELEPHONE AND EXECUTION
12.12.1 Trading orders executed via a telephone call to an authorized QT representative are completed when the respective QuickTrade representative states “agreed” or “done.” At that point the Client has bought or sold and cannot cancel the trade. By placing trades through the QT trading desk, the Client agrees to such immediate execution and accepts the risk of this immediate execution feature. QuickTrade is not responsible for disruption, failure or malfunction of telephone lines.
12.13 TRADING LIMITATIONS
12.13.1 QT will attempt to execute all orders that it may, in its sole discretion, accept from the Client in accordance with the Client’s instructions received through the Automated Systems or via telephone to the trading desk. The Client agrees that QuickTrade may, in its sole and absolute discretion, refuse to accept any order from or enter into any contract with, the Client including but not limited to where QT believes that the acceptance of the Client’s order, or the entering into of such contract with the Client, would be in contravention of any rule or law. In addition, QT may at any time, in its sole and absolute discretion, limit the number or types of positions that the Client may maintain or acquire with the Nominees, and the Client agrees not to exceed such limits. QT is under no obligation to effect any transaction for the Client’s Account that would create positions in those accounts in excess of the limit QT has set. If the Client exceeds position limits imposed by QT, QuickTrade shall have the right to close out positions in excess of the applicable position limit.
12.14 ORDER EXECUTION & AGGREGATION OF ORDERS
12.14.1 Where QT deals on the Client’s behalf it will do so in accordance with the Order Execution Policy described below. In signing the Client Agreement, the Client consents to this policy. QuickTrade may combine the Client’s order with its own orders and orders of other Clients. By combining the Client’s orders with those of other Clients QuickTrade must reasonably believe that this is in the overall best interests of QT’s Clients. However, the Client agrees and understands that aggregation may result in the Client obtaining less favourable prices in relation to a particular order. Please refer to QT’s Order Execution Policy for more information.
12.15.1 The Client will at all times maintain such margins and premiums for the Client’s Account as required from time to time by QT. Client shall make deposits of margin or premium as QT requests within a reasonable time after such request. IN THE ABSENCE OF UNUSUAL CIRCUMSTANCES, [ONE (1) HOUR] SHALL BE DEEMED TO BE A REASONABLE TIME; HOWEVER, QT RESERVES THE RIGHT TO REQUEST DEPOSITS ON SHORTER NOTICE IN ITS SOLE AND ABSOLUTE DISCRETION. Margin deposits shall be made by wire transfer (or other methods, if permitted by QT in its sole and absolute discretion) of immediately available funds and shall be deemed made when received by QuickTrade. QT’s failure at any time to call for a deposit of margin shall not constitute a waiver of QT’s rights to do so at any time thereafter, nor shall it create any liability of QT to the Client. QT will open or maintain the Account and grant a margin facility to the Client provided that QT may, without notice, at any time and from time to time: (i) reduce or cancel any margin facility made available to the Client or refuse to grant any additional margin facility to the Client; or (ii) require the Client to provide margin in addition to the margin requirements of any regulatory authorities. As long as the Client shall be indebted to QT, all funds, securities, and other property carried for the Client’s Account shall be and are hereby pledged and shall constitute a continuing security to insure payment of the indebtedness.
12.16.1 In addition to our entitlement to spread, you agree to pay to us such fees, charges, commissions and expenses in respect of our services provided under our Agreement as agreed between us from time to time. QT may change its fees, charges, commissions and expenses without notice. The Client agrees to be liable to QuickTrade for interest on amounts due from the Client to QT at an interest rate equal to three (3) percentage points above the then prevailing prime rate at QT’s principal bank] or the maximum interest rate allowed by law, whichever is lower. The Client shall pay all such charges as they are incurred, or as QT in its sole and absolute discretion may determine and the Client hereby authorizes QT to withdraw the amount of any such charges from the Client’s Account. The Client agrees to pay a transfer fee, to be designated by QuickTrade in the event the Client instructs QT to transfer open positions, moneys, and/or property of the Client’s account to another institution.
12.17 AUTHORIZATION TO TRANSFER FUNDS.
12.17.1 The Client agrees that QT may transfer, among any and all accounts maintained by the Client at QuickTrade, the Client’s funds, securities or other property that may be required to avoid margin calls, satisfy collateral requirements, reduce debit balances or for any other reason that is not in conflict with applicable law and regulation. QuickTrade will confirm any such transfers to the Client in writing within a reasonable period following the transfer.
12.18 SECURITY AND LENDING AGREEMENT; DELIVERY.
12.18.1 All funds, securities, currencies, and all other property of the Client which the Nominees or its affiliates may at any time be carrying for the Client (either individually, jointly with other, or as a guarantor of the Account of any other person) or which may at any time be in its possession or control or carried on its books for any purpose, including safekeeping, are to be held by the Nominees as security and subject to a general lien for the discharge of the Client’s obligations and right of set-off for liabilities of the Client to QTFX (including unmatured and contingent obligations) however arising and without regard to whether or not the Client has made advances with respect to such balances, securities, contracts or property, and irrespective of the number of accounts the Client may have with QT and the Nominees, and may take such action without prior notice to Client. Where QT or the Nominees holds assets of the Client for safekeeping, QT and the Nominees will ensure it has adequate arrangements in place so as to safeguard the Client’s ownership rights as required by FAIS.
12.18.2 Should the Client take delivery of currencies through settlement of trades, QT and the Nominees are obliged to make full payment for the delivery on twenty-four (24) hours’ notice. If the balance in the Client’s Account is not adequate to pay for the delivery, the depository receipts become property carried on margin in the Client’s Account, since they are not fully paid for by the Client. A lending agreement allows Qt, the Nominees and QuickTrade to use the depository receipt as collateral for a bank loan, the proceeds of which are used to pay for the depository receipts until rollover of the currency and/or payment in full by the Client. Should the Client intend to take delivery of the currency covered by any other obligation, QT and the Nominees requires the Client to sign a lending agreement so it may use the currencies, property, depository receipts or evidence of ownership thereof, as collateral for a bank loan, the proceeds of which may be used to pay for the currencies or evidence of ownership thereof, until payment in full, including interest, by the Client. This authorization shall apply to all Accounts carried by the Nominees for the Client and shall remain in full force until all accounts are fully paid for by the Client or notice of revocation is sent by QT and the Nominees.
12.19 LIQUIDATION OF ACCOUNTS AND PAYMENT OF DEFICIT BALANCES.
12.19.1 All property of the Client held by or for QT and the Nominees, including without limitation foreign OTC FX contracts, cash, securities, letters of credit or other property (each referred to as “Collateral”) in the Client’s Account (including all proceeds of such Collateral), is hereby pledged to Qt and shall be subject to a general lien and first priority security interest and right of setoff in QT’s favour to secure any amounts at any time owing from the Client to QuickTrade. The Client shall not grant any security interest in the Collateral to any person other than QuickTrade.
12.19.2 In the event of (i) the death or judicial declaration of incompetency of the Client; (ii) the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against the Client; (iii) the filing of an attachment or arrestment against any of the Client’s accounts carried by QuickTrade and Nominees; (iv) insufficient margin, or QuickTrade’s determination that any collateral deposited to protect one or more accounts of the Client is inadequate, regardless of current market quotations, to secure the Account; (v) the Client’s failure to provide QuickTrade any information requested pursuant to this agreement; or (vi) any other circumstances or developments that QuickTrade deems appropriate for its protection, and in QuickTrade’s sole discretion, it may take one or more, or any portion of, the following actions: (1) close out any or all of OTC FX contracts or securities without awaiting the appointment of a representative for the Client and without demand upon or notice to any such personal representative; (2) satisfy any obligation the Client may have to QuickTrade and the Nominees, either directly or by way of guaranty of surety ship, out of any of the Client’s funds or property in its custody or control; (3) sell any or purchase any or all OTC FX contracts, securities held or carried for the Client; and (4) cancel any or all outstanding orders or contracts, or any other commitments made on behalf of the Client. Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice to the Client, the Client’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall be solely the Client’s or held jointly with others. Any sales or purchases of Collateral hereunder may be made according to QuickTrade’s judgment and at its discretion with any interbank or other exchange market where such business is then usually transacted or at any public or private sale, at QuickTrade’s option, without advertisement. In liquidation of the Client’s long or short positions, QuickTrade may, in its sole discretion, offset in the same settlement or it may initiate new long or short positions in order to establish a spread, strangle or straddle which in QuickTrade’s sole judgment may be advisable to protect or reduce existing positions in the Client’s account. QuickTrade may bid and become a purchaser at any such sale, and upon any such sale QuickTrade shall collect, receive, and hold and apply the proceeds as provided herein. The proceeds from any such sale or action shall be applied first to the payment of all legal and other costs and expenses incurred in connection with the sale or action and next to the payment of the liabilities, as determined by QuickTrade. The balance, if any, of such proceeds remaining after such application shall be paid to the Client.
12.20 DEFICITS EXCEEDING COLLATERAL
12.20.1 If the proceeds of any sale of collateral or similar action are insufficient to pay in full the amounts specified above, the Client shall remain liable for such deficiency. The Client shall promptly pay for such deficiency upon demand, the deficit and all unpaid liabilities, together with interest thereon equal to three (3) percentage points above the then prevailing prime rate at QuickTrade’s principal bank or the maximum interest rate allowed by law, whichever is lower, and all costs of collection, including attorney’s fees, travel expenses and the like. In the event QuickTrade incurs expenses other than for the collection of deficits, with respect to any of the Account(s) of the Client, the Client agrees to pay such expenses. The Client acknowledges and understands that a prior tender, demand or call of any kind from QuickTrade, or prior notice from QuickTrade of the time and place of such sale, shall not be considered a waiver of QuickTrade’s right to sell any OTC FX contract or other collateral. QT’s failure to act in the above circumstances shall not constitute a waiver of QuickTrade’s right to do so at any time thereafter, nor shall such failure to act impose any liability on QuickTrade nor shall it constitute a defence for Client to any liability to QuickTrade.
12.21 SETTLEMENT DATE AND ROLLOVERS.
12.21.1 With respect to purchases or sales of OTC FX in an Account, the Client agrees to instruct QuickTrade as to the offset or rollover of a currency position. Except as provided herein, during the term of the currency position, the Client shall give QuickTrade instructions for rolling the currency position no later than two (2) hours prior to the settlement of trading in the currency contract on the day the Client intends to rollover a currency position. In addition, the Client, by 12:00 p.m. British Standard Time on the business day before the settlement date of the contract of the currency contract shall instruct QuickTrade whether to deliver, offset or rollover the currency position. In the absence of timely instructions from the Client, QuickTrade is authorized, at QuickTrade’s absolute discretion, to deliver, rollover or offset all or any portion of the currency positions for the Client’s Account and at the Client’s risk. The Client’s Account shall be charged, upon the delivery, rollover or offset of a currency position, rollover charges in such amounts as published in QuickTrade’s fee schedule as published from time to time on the firm’s web site or in such other forms as QuickTrade, in its sole discretion, determines. QuickTrade may change such fee schedule and rollover requirements at any time.
12.22 SETTLEMENT DATE OFFSET INSTRUCTIONS.
12.22.1 Offset instructions on currency positions open prior to settlement arriving at settlement date must be given to QuickTrade at least one (1) business day prior to the settlement (a.k.a. “Delivery” or “Value”) day. Alternatively, sufficient funds to take delivery or the necessary delivery documents must be in the possession of QuickTrade within the same period described above. If neither instructions, funds nor documents are received, QT may without notice, either offset the Client’s position or roll Client’s positions into the next settlement time period or make or receive delivery on behalf of Client upon such terms and by such methods deemed reasonable by QuickTrade in its sole discretion.
12.23 OTC FX NETTING PROVISIONS.
12.23.1 Each and every OTC FX contract entered into for the Client by QuickTrade will immediately, upon acceptance by the Nominees and QTFX and at their discretion, be netted with all then existing OTC FX contracts for the Client held with QuickTrade by the Nominees for the same paired currencies having the same delivery date so as to constitute a single OTC FX contract. Further, if more than one delivery of a particular currency is to be made between the Client and the Nominees pursuant to a foreign currency contract on any single delivery date, each party shall aggregate the amounts due by it and only the difference, if any, between these aggregate amounts shall be delivered by the party owing the larger amount to the other party.
12.24 OTC FX STATEMENTS AND CONFIRMATION
12.24.1 Reports of the confirmation of orders and statements of accounts for the Client shall be deemed correct and shall be conclusive and binding upon the Client if not objected to immediately upon receipt and confirmed in writing within one (1) day after transmittal to QuickTrade by mail or otherwise. Margin calls shall be conclusive and binding unless objected to immediately in writing. Written objections on the Client’s part shall be directed to QuickTrade at the most recent address as indicated on the QuickTrade website, and shall be deemed received only if actually delivered or mailed by registered mail, return receipt requested. Failure to object shall be deemed ratification of all actions taken by QuickTrade or QuickTrade’s agents prior to the Client’s receipt of said reports. The Client’s failure to receive a trade confirmation shall not relieve the Client of the obligation to object as set out herein.
12.25 OTC FX COMMUNICATIONS.
12.25.1 Reports, statements, notices and any other communications may be transmitted to Client via email, to the address on the Client’s application, or to such other address as the Client may from time to time designate in writing to QuickTrade. All communications so sent, whether by mail, telegraph messenger or otherwise, shall be deemed transmitted by QuickTrade when deposited in the mail, or when received by a transmitting agent, and deemed delivered to the Client personally, whether actually received by the Client or not.
BY SIGNING THIS AGREEMENT, THE CLIENT HEREBY ACKNOWLEDGES AND CONSENTS TO HAVING MONTHLY ACCOUNT STATEMENTS, TRADE CONFIRMATIONS, AND STATEMENTS OF CLOSE OUT OF OPEN POSITIONS REQUIRED (“NOTICES”), ELECTRONICALLY, VIA THE INTERNET. THE CLIENT ACKNOWLEDGES THAT: (1) ITS CONSENT TO RECEIVE THE FOREGOING NOTICES ELECTRONICALLY REMAINS IN EFFECT INDEFINITELY, SUBJECT TO THE CLIENT’S RIGHT TO REVOKE THIS CONSENT AT ANY TIME; AND (2) THAT QUICKTRADE DOES NOT CHARGE FOR THIS SERVICE AT THIS TIME.
12.26 FOREIGN CURRENCY TRANSACTIONS AND CURRENCY FLUCTUATION RISK.
12.26.1 If any transaction for the Client’s Account is effected in any market on which transactions are settled in a foreign currency (i) any profit or loss arising as a result of a fluctuation in the rate of exchange between such currency and the clients deposit currency shall be entirely for the Client’s account and risk, (ii) all initial and subsequent margin deposits required or requested by QuickTrade shall be made in a currency acceptable to QuickTrade , if requested by QuickTrade, in the currency required by the applicable exchange or clearing house, and (iii) QuickTrade is authorized to convert funds in the Client’s Account into and from such foreign currency at rates of exchange prevailing at the banking and other institutions with which QuickTrade’s normally does business.
12.27 INACTIVE ACCOUNTS.
12.27.1 The Client acknowledges that if the Client does not place a trade during any twelve (12) month period, and there are no OTC FX transactions held in the Client’s Account, the Account may be automatically removed from QuickTrade’s system. The Client will thereafter be required to re-establish an Account prior to placing any further trades, and QuickTrade may require additional documentation from the Client to reactivate such Account.
12.28 CASH COLLATERAL
12.28.1 Any money received by QT from the Client in respect of the Client’s OTC FX account(s) or which is held to secure the Client transactions (which, for the avoidance of doubt, shall include all present or future, actual or contingent or prospective obligations of the Counterparty to QT and to any affiliate of QT) shall be transferred to QT with full ownership. The Client waives any entitlement to interest. Any interest paid to Client in relation to balances held on their account(s) with QuickTrade is done so at the sole discretion of QuickTrade.
12.29 PORTFOLIO RECONCILIATION
12.29.1 We make available a daily statement of all your trading activity and cash movements either by email and/or on the Back-Office Portal. This information is binding on you unless you prove the statement to be incorrect. Please therefore ensure that you use this statement to check against your own records regularly and inform us immediately if you believe anything to be incorrect.
13. FEES AND EXPENSES
13.1 The basis on which, the manner in which and the intervals at which the Client will remunerate QuickTrade and/or its Associates for the Services rendered by QuickTrade and/or its Associates to the Client or Transactions concluded with or on instruction of the Client in terms of this Agreement are set out in the applicable Product Schedule as furnished via the Website or as otherwise notified by QuickTrade and/or its Associates to the Client or its clients generally.
13.2 QuickTrade may, on prior written notice, furnish to the Client, whether electronically or otherwise, with changes to the fees and charges from time to time.
13.3 The Parties agree that QuickTrade will calculate the fees and charges payable on the applicable calculation dates and notify the Client in writing of the fees calculated.
14. PAYMENTS AND STANDARD SETTLEMENT INSTRUCTIONS
14.1 The Client authorises QuickTrade in accordance with their usual practice, to withdraw from the QuickTrade bank account where Client Moneys are held (including, where relevant, the Segregated Funds Account), and to debit the relevant Account accordingly, at any time any fee, commission or charge when it becomes payable to QuickTrade and/or any of its Associates.
14.2 QuickTrade may, in its absolute discretion, determine and advise the Client that if, on any date-
14.2.1 the same amounts are payable under this Agreement in respect of the same type of Transaction by each party to the other in the same currency, then, on that date, each party’s obligation to pay that amount is automatically satisfied and discharged; and
14.2.2 the aggregate amount payable by one party exceeds the aggregate amount that is payable by the other party in the same currency, then, on that date, the amounts payable by each party to the other party are to be paid or satisfied by payment of the net amount of those obligations by the party having a net debit to the party having a net credit.
14.3 QuickTrade has appointed a service provider to ensure that QuickTrade complies at all times with its memorandum and articles of associations or memorandum of incorporation, whichever is applicable, and that all payments made by QuickTrade will be in line with the standard settlement instruction issued by the Client or the relevant third party.
15. REPORTING TO CLIENT
15.1 QuickTrade will provide regular statements electronically to Clients.
15.2 The Client is responsible for ensuring that its electronic mail contact details with QuickTrade are accurate and up-to-date.
16.1 The Client acknowledges and agrees that –
16.1.1 the Client has read and understood the risks of entering into Transactions outlined in the Risk Disclosure Statement and/or on the Website; and
16.1.2 entering into Transactions incurs the risk of loss as well as the prospect of profit; and
16.1.3 it accepts such risks, which may result in financial loss.
17. EXEMPTION, INDEMNITY AND INSURANCE
17.1 Subject to clause 17.2, QuickTrade shall not be liable for, and the Client hereby indemnifies QuickTrade against, any claims for loss, expense or damage which the Client may suffer, howsoever such loss, expense or damage may arise or be suffered, in respect of the Transactions concluded by the Client.
17.2 The exemption and indemnity in clause 17.1 shall not extend to any loss, expense or damage which arises as a result of the fraud, dishonesty or gross negligence of QuickTrade or any director, employee, officer, or agent of QuickTrade.
17.3 QuickTrade shall, to the extent, and if required by the commissioner in terms of the FAIS Act, arrange and maintain, at its own expense, insurance cover in respect of any liability which may be incurred by QuickTrade in connection with this agreement. QuickTrade shall on request from the Client furnish the Client with written confirmation of the amount of such insurance cover.
18. SEGREGATED FUNDS ACCOUNT
18.1 Subject to this Agreement and Applicable Law, QuickTrade will hold Client Money in respect of Transactions in a Segregated Funds Account –
18.1.1 in South Africa with one or more Registered Banks; or
18.1.2 outside South Africa with one or more overseas banks.
18.2 The Client acknowledges and agrees that, where Client Money is described as being held in a “segregated funds account” –
18.2.1 that account is maintained by QuickTrade in its own name or by one of its Service Providers but is held in trust for the benefit of the Clients;
18.2.2 that account is managed by the Service Provider;
18.2.3 Client Money of the Client is pooled with client money of other clients of QuickTrade;
18.2.4 Client Money of the Client may, in the insolvency of QuickTrade and subject to Applicable Law, be held in favour of all clients of QuickTrade with funds in the relevant Segregated Funds Account; and
18.2.5 there are risks involved in the manner in which Client Money is so held
18.3 The Parties wish to record that the Client Money falls under the Financial Institutions (Protections of Funds) Act 28 of 2001 and which act applies in relation to the protection of Client Money and trust property and QuickTrade undertakes at all times to comply with its obligations as a financial institution under such act.
18.4 The Client acknowledges and agrees that QuickTrade and the appointed service provider may, jointly, subject to Applicable Law withdraw moneys from a Segregated Funds Account for the purpose of –
18.4.1 making a payment for, or in connection with, the entering into settling of Transactions by QuickTrade (including any such payment referred to in this Agreement); or
18.4.2 making a payment to the Client; or
18.4.3 making a payment to another person designated by QuickTrade in connection with a Transaction entered into under this Agreement and agreed to by the Client, such payments being, for the for the purposes of this clause, payments made to persons specified by the Client in accordance with the SSI –
18.4.4 meeting the amount of any fees, commissions or other charges payable under this Agreement by the Client to QuickTrade in respect of any Transaction; or
18.4.5 making a payment to QuickTrade in reimbursement for any payment made by QuickTrade to or on behalf of the Client for which QuickTrade is entitled to be reimbursed by the Client under this Agreement; or
18.4.6 where funds are deposited into the Segregated Funds Account that include Client Money and other money, withdrawing that portion of the funds that is not Client Money; or
18.4.7 where QuickTrade has deposited its own money into the Segregated Funds Account to cover a shortfall in the Segregated Funds Account, withdrawing that money once it is no longer required to cover the shortfall.
18.5 QuickTrade is entitled at any time to deduct, without notice or recourse to the Client, any moneys deposited in, or credited to, the Segregated Funds Account –
18.5.1 in error by, or on behalf of, QuickTrade; or
18.5.2 that are not Client Money.
19.REPRESENTATIONS AND WARRANTIES
19.1 Each of QuickTrade and the Client represents and warrants to the other that –
19.1.1 its obligations under each of this Agreement and each Transaction are legal, valid, binding and enforceable in accordance with its terms, subject to equitable principles and insolvency laws of general application;
19.1.2 no litigation, arbitration or administrative proceeding is current, pending or, to its knowledge, threatened that has or could have a material adverse effect on it or on QuickTrade’s ability to exercise or enforce its rights under this Agreement or any Transaction;
19.1.3 it is solvent and able to pay its indebtedness as it falls due;
19.1.4 no Event of Default has occurred and is continuing;
19.1.5 the execution and delivery of, and observance under, this Agreement and each Transaction, and any instrument in connection with this Agreement to which it is a party, do not violate or conflict with any Applicable Laws, any provision of its constituent documents, any order or judgment of any court or Public Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
19.1.6 all consents required to be obtained by it in connection with the execution, delivery and performance of this Agreement, including in relation to its access to and use of a Trading Platform, have been obtained and all Transactions are valid and subsisting.
19.2 The Client represents and warrants that –
19.2.1 all information provided by the Client to QuickTrade in connection with this Agreement and each Transaction was true in all material respects as at the date when that information was provided and remains so as at the date of this Agreement; and
19.2.2 there are no facts or circumstances that have not been disclosed to QuickTrade that would make that information untrue or misleading in any material respect;
19.2.3 the Client’s access to and use of each Trading Platform complies with –
18.104.22.168 all Applicable Law (including all relevant export laws and regulations to ensure that no software or any portion of it is exported, directly or indirectly, in violation of those laws);
22.214.171.124 all applicable policies and practices of securities and futures Exchanges, External Exchanges and associations, alternative trading facilities, and regulatory or self-regulatory organisations; and
126.96.36.199 the policies and procedures (whether stated orally or in writing) applicable to each Trading Platform and this Agreement; and the Client has all consents, rights, authority and has taken all actions necessary, to use a Trading Platform and enter any Transactions relating thereto;
19.2.4 the Client is not in default under –
188.8.131.52 any agreement relating to indebtedness; or
184.108.40.206 any guarantee; or
220.127.116.11 any other agreement, to an extent or in a manner that has or would have a material adverse effect on the Client;
19.2.5 the Client is acting for the Client’s own account, and it has made its own independent decision to enter into this Agreement and each Transaction, and whether any Transaction is appropriate or proper, based upon the Client’s own judgment and upon advice from such advisers as the Client has deemed necessary;
19.2.6 the Client is not relying on any communication (written or oral) of QuickTrade as investment advice or as a recommendation to enter into this Agreement or any Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction are not considered investment advice or a recommendation to enter into that Transaction; and
19.2.7 the Client has not received from QuickTrade any assurance or guarantee as to the expected results of any Transaction;
19.2.8 the Client is capable of assessing the merits of and understanding (on the Client’s own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of each Transaction; and
19.2.9 the Client is capable of assuming, and assumes, the financial and other risks of each Transaction;
19.2.10 QuickTrade does not act as a fiduciary for or an adviser to the Client in respect of any Transaction; and
19.2.11 except as disclosed to, and accepted in writing by, QuickTrade, no security interest exists over or affects, nor is there any agreement to give or permit to exist any security interest over or affecting, any Account or moneys payable or paid to QuickTrade.
19.3 If the Client is a company, the Client represents and warrants that –
19.3.1 it is incorporated, has full power and authority to enter into and comply with its obligations under this Agreement and each Transaction; and
19.3.2 has taken all corporate and other action and obtained all consents needed to enable it to do so; and
19.3.3 the execution, delivery and performance of this Agreement and each Transaction does not violate its founding documentation
19.4 If the Client is trustee of a trust, the Client represents and warrants that –
19.4.1 the Client is entering into this Agreement and each Transaction as duly appointed trustee of the trust; and
19.4.2 the Client is presently the sole trustee or, if not, that all trustees have entered into this Agreement;
19.4.3 the trust was validly created and is in existence at the date of the Client’s submission of the Application Form;
19.4.4 the execution, delivery and performance of this Agreement and each Transaction is permitted by the terms of the trust deed and does not violate the trust deed or the trust; and
19.4.5 the trust is solely constituted by the trust deed;
19.4.6 the Client has full power and authority to enter into and comply with its obligations under this Agreement and each Transaction; and
19.4.7 the Client has taken all action and obtained all consents necessary to enable it to do so; and
19.4.8 the Client is not in breach of the terms of the trust, whether related to this Agreement or not, and has the right to be indemnified from the assets of the trust for all liabilities incurred under this Agreement and each Transaction;
19.4.9 even though the Client is entering into this Agreement and each Transaction as trustee of a trust, the Client is personally liable to meet any obligations under this Agreement and each Transaction.
19.5 Each of the representations and warranties in this clause is deemed to be repeated continuously so long as this Agreement remains in effect by reference to the facts and circumstances then existing.
20.1 Subject to clauses 20.2 and 20.3 QuickTrade intends to, but is under no obligation to, quote prices and rates and accept instructions (whether oral, written or electronic) in relation to any Transaction during Normal Trading Hours.
20.2 QuickTrade is under no obligation to quote prices or rates, or to accept instructions (whether oral, written or electronic) in relation to any Transaction on a South African public holiday which, in QuickTrade’s reasonable opinion, affects any security or derivative.
20.3. QuickTrade is under no obligation to quote prices or rates or accept instructions (whether oral, written or electronic) in relation to any Transaction during any time when the relevant listed securities or derivatives market is closed for business.
21.LEGAL AND REGULATORY REQUIREMENTS
21.1 Notwithstanding any other provision of this Agreement, QuickTrade may take any action it considers necessary or desirable in its absolute discretion to ensure compliance with all Applicable Law.
21.2 QuickTrade undertakes to comply with all Applicable Law including the terms and conditions of any authorisation to carry on the business of dealing in futures contracts granted under FAIS and the FM Act and as Authorised Representative.
21.3 The Client undertakes to comply with all Applicable Law.
21.4 The Client acknowledges that, for the purpose of compliance with any Applicable Laws, QuickTrade may be required to report details relating to the Client to the relevant authorities.
22.1 The Client is to pay all Taxes and all other fees reasonably incurred by QuickTrade in connection with this Agreement or any Transaction.
22.2 Any imposition of Tax, which may from time to time be levied in respect of this Agreement or any Transaction, is for the account of, and payable by, the Client.
22.3 QuickTrade is entitled to deduct or withhold any Tax, as required by law to be deducted or withheld, from any payment made under this Agreement, or any payment made under any Transaction or any amount credited to the QuickTrade bank account where Client Moneys are held (including, where relevant, the Segregated Funds Account) or any Account.
23.1 QuickTrade is not in default or breach of this Agreement or any Transaction to the extent that Force Majeure arises.
23.2 Subject to clause 23.3, if Force Majeure arises, QuickTrade is to use its reasonable endeavours to give notice as soon as reasonably practicable to the Client accordingly.
23.3 QuickTrade is not liable to the Client for any failure or delay in giving this notice.
23.4 If Force Majeure arises, and regardless of whether or not QuickTrade has given the notice referred to in clause 23.2, QuickTrade may take whatever steps in relation to this Agreement or any Transaction that, in its opinion, are necessary or desirable, including –
23.4.1 changing or restricting any hours within which the Client may enter into Transactions; or
23.4.2 amending this Agreement or any Transaction, to the extent only that it is not possible, practicable or legal for QuickTrade to perform or comply with its obligations to the Client under this Agreement or any Transaction; or
23.4.3 terminating, closing out or not rolling over any Transaction or cancelling any instructions or orders under this Agreement or any Transaction; or
23.4.4 taking or omitting to take any other action that QuickTrade, acting reasonably, deems to be appropriate in the circumstances having regard to its business and its clients generally.
24.EVENTS OF DEFAULT
24.1 An Event of Default is any of the following events or circumstances with respect to QuickTrade or the Client, as appropriate (the “Defaulting Party”, the other party being the “Non-defaulting Party”) –
24.1.1 any representation or warranty made by QuickTrade or the Client under or in connection with this Agreement or a Transaction is later found to be incorrect or misleading in a material respect; or
24.1.2 the Client fails to satisfy any credit requirement as may be determined by QuickTrade from time to time having regard for the Applicable Laws; or
24.1.3 the Client fails to perform or comply with any of its obligations under this Agreement or any Transaction; or
24.1.4 the Client is in breach of any Applicable Law; or
24.1.5 the conduct of the Client is such that, in the opinion of QuickTrade, it would cause a reasonably prudent financial person dealing in any of the Transactions to be of the view that the Client could be unable to perform and comply with any of the Client’s obligations under this Agreement or any Transaction, including strict compliance with any time limit; or
24.1.6 where the Client is a natural person –
18.104.22.168 the Client dies or becomes of unsound mind; or
22.214.171.124 the Client’s person or estate is liable to be dealt with in any way under any law relating to mental health; or
126.96.36.199 in the absence of the Client making alternative arrangements, the Client is not contactable by QuickTrade for any period of 24 hours in order for QuickTrade to obtain instructions relating to any Transaction, any order or any obligations of the Client under this Agreement or any Transaction; or
188.8.131.52 the Client becomes insolvent or enters into a composition or arrangement for the benefit of creditors or if the Client act of insolvency as defined in the Insolvency Act 24 of 1936; or
24.1.7 QuickTrade or the Client, where the Client is a company –
184.108.40.206 if either Party is deemed to be unable to pay its debts in terms of the Companies Act, 2008; and/or
220.127.116.11 if either Party compromises or attempts to compromise with its creditors, or defers or attempts to defer payment of debts owing by either Party to its creditors generally; and/or
18.104.22.168 any final judgment of any court or arbitration award against either Party remains unsatisfied for a period of 10 (ten) Business Days after it has been granted against such Party and for the purposes of this sub-paragraph, a final judgment means a judgment –
22.214.171.124.1 which is not appealable, or
126.96.36.199.2 which is appealable but in respect of which the period for the lodging of an appeal has lapsed and the relevant Party has failed to institute appeal proceedings, or
188.8.131.52.3 which is not capable of rescission, or
184.108.40.206.4 which is capable of rescission but in respect of which the period for applying for rescission has lapsed and the relevant Party has failed to apply for rescission or has applied for rescission of such judgment and the application for rescission has been denied; and/or
220.127.116.11.5 if any property, moveable or immoveable, of either Party is attached in execution or by any process of any Court; and/or
18.104.22.168 if either Party’s members propose or pass a resolution to be placed in business rescue or for its liquidation or winding-up; and/or
22.214.171.124 if either Party has an order granted against or in respect of it, in terms of which such Party is sought to be provisionally or finally wound up, liquidated, dissolved or placed under judicial management or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or
126.96.36.199 any guarantee of or security given in respect of the Client’s obligations under this Agreement is, without the consent of QuickTrade, withdrawn or becomes defective or insufficient.
24.1.8 If, at any time, an Event of Default has occurred in respect of the Defaulting Party, the Non-defaulting Party may give a Termination Notice to the Defaulting Party designating a Termination Date for the termination of all (or some only) Transactions (Terminated Transaction).
25.1 This Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with the provisions of 24 and the remaining provisions of this clause 25.
25.2 QuickTrade and the Client shall be entitled to terminate this Agreement –
25.2.1 by notice in writing to the other party of 60 calendar days; or
25.2.2 by written agreement, subject to the terms of such agreement.
25.3 Notwithstanding anything to the contrary contained in this Agreement, in the event of the Client being a natural person, QuickTrade and the Client shall be entitled to terminate this Agreement in the following manner –
25.3.1 the Client may terminate this Agreement, at any time, by giving 20 (twenty) business’ days’ notice to this effect to QuickTrade; or
25.3.2 QuickTrade may cancel this Agreement in the event of a material breach having been committed by the individual Client and the Client failing to rectify such breach within 20 (twenty) business’ days’ of receipt of a written notice from QuickTrade.
25.4 Should QuickTrade –
25.4.1 cease to be a licensed financial services provider in terms of the FAIS Act; or
25.4.2 be sequestrated, liquidated or placed under judicial management, whether provisionally or finally; QuickTrade shall notify the Client immediately and take reasonable steps to ensure any outstanding business is completed promptly or transferred to another provider.
25.5 Subject to specific written instructions from the Client, QuickTrade shall not initiate any Transaction on behalf of the Client after notice of termination has been received or given.
26.1 The Client indemnifies each of QuickTrade, against, and agrees to hold each of them harmless from, any and all losses, including Consequential Loss, sustained or incurred by an indemnified party arising out of or in connection with –
26.1.1 any breach of representation or warranty made by the Client under or in connection with this Agreement or any Transaction; or
26.1.2 any failure by the Client to comply with or perform any of its obligations under or in connection with this Agreement or a Transaction; or
26.1.3 any access or use or attempted access or use to or of a Trading Platform by the Client and any person accessing or using a Trading Platform through any Security Credentials, whether or not such access or use is authorised by the Client; or
26.1.4 any third party claim related to the access or use or attempted access or use to or of a Trading Platform by the Client, any component of a Trading Platform or any data provided through a Trading Platform or relating to decisions or advice arising out of such access or use; or
26.1.5 any claim by any Licensor arising or resulting from the Client’s’ access or use or attempted access or use to or of an Electronic Trading Platform; or
26.1.6 any insufficiency whatsoever with respect to the environment from which the Client accesses or uses a Trading Platform and/or with respect to the Client’s security measures to prevent unauthorised access to or use of a Trading Platform and any security breach in relation to a Trading Platform (including any access to or use of any of QuickTrade’s other systems not covered by this Agreement and any software viruses or other activities that comprise the security arrangements of QuickTrade’s IT infrastructure or network) caused directly or indirectly by the Client or any of its Representatives; or
26.1.7 any error, corruption or delay in any order or other instruction (whether oral, written or electronic) communicated by the Client; or
26.1.8 acting on any order or instruction (whether oral, written or electronic) which is communicated using any Security Credentials; or
26.1.9 the termination by QuickTrade of any Transaction under this Agreement; or
26.1.10 the enforcement of an indemnified party’s rights under this Agreement or any Transaction, except and to the extent that the loss or Consequential Loss is sustained or incurred by an indemnified party directly as a result of its gross negligence or wilful default.
26.2 Each indemnity in this clause constitutes a separate and independent obligation of the Client from its other obligations under this clause.
26.3 No proof or evidence of any actual loss, including consequential loss, may be required by the Client.
27.EXCLUSION OF LIABILITY
27.1 QuickTrade is not liable to the Client for any loss or consequential loss suffered or incurred by the Client arising out of or in connection with this Agreement or any Transaction, whether in contract, delict, or otherwise, including –
27.1.1 any error, corruption or delay in any order, instruction or other communication (whether oral, written or electronic) by the Client; or
27.1.2 QuickTrade acting on any order, instruction or other communication (whether oral, written or electronic) through any Security Credentials; or
27.1.3 any misrepresentation of any information or general financial advice provided by or on behalf of QuickTrade in relation to this Agreement or a Transaction; or
27.1.4 except in the case of fraud by QuickTrade, the reliance of the Client on a rate or a price which the Client knew, or ought reasonably to have known, to be materially incorrect; or
27.1.5 the entry into of a Transaction, or other action, by the Client on the basis of money deposited in or credited to an Account, or (where applicable) the Segregated Funds Account or any other account where Client Money is held, in error by, or on behalf of, QuickTrade; or
27.1.6 the exercise, attempted exercise or non-exercise of any of the rights, powers or remedies of QuickTrade under this Agreement or any Transaction; or
27.1.7 the occurrence and continuance of any Force Majeure; or
27.1.8 any failure of the Client –
188.8.131.52 to access or use the Trading Platform for its intended purposes, whether as a result of failure by QuickTrade or otherwise; or
184.108.40.206 to maintain the security, integrity and confidentiality of all Security Credentials; or
220.127.116.11 to verify its Trading Platform Communications and any communications sent by QuickTrade by way of the relevant Trading Platform, other notices and communications and other reports; or
18.104.22.168 any deficiency whatsoever of the Trading Platform, including failure of, or inability to, access or use the Trading Platform; or
22.214.171.124 the occurrence of Abnormal Market Conditions; or
126.96.36.199 any failure of a telecommunications link or network by which the Client may seek access to or use of a Trading Platform; or
188.8.131.52 with respect to any information published on the Website, including any claims or losses in relation to the accuracy, reliability or timeliness of such information; or
184.108.40.206 with respect to any support, advice or assistance provided by QuickTrade, including any claims or losses in relation to technical support, trading support and account administration support.
28.1 The Client acknowledges and agrees that QuickTrade may –
28.1.1 record all telephone conversations between the Client and QuickTrade; and
28.1.2 submit the recording, or a transcript from the recording, as evidence to any court or in any proceeding for the purpose of establishing any matters pertinent to this Agreement or any Transaction.
28.2 The Client acknowledges and agrees that QuickTrade is under no obligation to retain a recording or transcript made by QuickTrade and that QuickTrade may destroy such recording or transcript.
29.1 Each Party undertakes, without the prior written consent of the other Party –
29.1.1 not to use (other than in performing its obligations or exercising its rights under this Agreement or a Transaction) or disclose to any person any Confidential Information it has or acquires under or pursuant to this Agreement or any Transaction; and
29.1.2 to make every effort, including issuing legal proceedings, to prevent the use or disclosure of Confidential Information by any person.
29.2 The obligations contained in clause 29.1 do not apply –
29.2.1 to the extent required by law, by the listing requirements of any relevant Exchange, External Exchange or other Public Authority; or
29.2.2 to the extent that the information is already in the public domain (other than by virtue of a breach by it of the provisions of this Agreement or any Transaction); or
29.2.3 to any information that each party agrees in writing is not Confidential Information; or
29.2.4 to the extent that either party must use or disclose Confidential Information in order to perform its obligations under, or comply with the terms of, this Agreement or any Transaction; or
29.2.5 to any information about the Client that QuickTrade, in its absolute discretion, deems necessary to disclose to its Associates provided that each of those persons –
220.127.116.11 is made aware of the provisions of this clause; and
18.104.22.168 needs to know that information for the purpose of performing obligations or exercising rights under this Agreement or a Transaction as the case may be.
29.3 If either party becomes aware, or suspects, that any unauthorised person has obtained or attempted to obtain access to Confidential Information of the other party, that party is immediately to notify the other party and take the steps reasonably available to it to protect that Confidential Information.
30.DATA PROTECTION LAWS
QuickTrade agrees that it shall –
30.2 ensure that in the course of the performance of its obligations in terms of this Agreement, it complies with all Applicable Law relating to the protection of data or personal information, including but not limited to the Protection of Personal Information Act, 4 of 2013; and
30.3 comply with all applicable industry codes of conduct to the extent that they regulate or relate to the processing of personal information.
31.CONFLICTS OF INTEREST
31.1 The Client acknowledges and agrees that QuickTrade is not responsible for any loss, including consequential loss, which may result directly or indirectly from services or actions provided or taken pursuant to this Agreement.
31.2 The Client acknowledges that QuickTrade’s relationship to the Client is not that of a fiduciary and QuickTrade owes no fiduciary duties to the Client.
32.SHARING OF COMMISSIONS, FEES AND CHARGES
32.1 The Client acknowledges and agrees that QuickTrade may share commissions, fees and charges with its Associates or other third parties or receive remuneration from them in respect of Transactions.
32.2 Details of these commissions, fees, charges, remuneration or sharing arrangements will be disclosed in accordance with any requirements of Applicable Law.
33.1.1 The Client may place an order or otherwise give QuickTrade instructions (whether oral, written or electronic) as specified in any then-current Risk Disclosure Statement or otherwise published or provided by QuickTrade.
33.1.2 QuickTrade may, in its absolute discretion, decide whether or not to accept any oral, written or electronic instructions.
33.1.3 QuickTrade may act upon the oral, written or electronic order or instruction, including any Trading Platform Communications, of the Client, or any person who appears to QuickTrade to be the Client, notwithstanding that the person is not, in fact, the Client.
33.1.4 In particular, QuickTrade may act upon any Trading Platform Communications using the Client’s Security Credentials.
33.1.5 The Client is to keep all security information relating to a Trading Platform, its Transactions, each Account and this Agreement, and all Security Credentials, confidential and secure.
33.1.6 QuickTrade is not required to establish the authority of any person quoting the Client’s Security Credentials.
33.1.7 If the Client is aware or suspects that any of these things is no longer confidential or secure, then the Client is to contact QuickTrade as soon as practicable in order that it or they may be changed or otherwise made secure.
33.2 Required instructions, etc.
33.2.1 The Client must promptly give to QuickTrade any instructions which QuickTrade may require of the Client in respect of any Transaction or proposed Transaction.
33.2.2 If the Client does not promptly give those instructions, QuickTrade, acting reasonably, may take the steps at the Client’s cost and expense as QuickTrade considers necessary or desirable for its own protection or the protection of the Client.
33.2.3 The Client authorises QuickTrade to charge the QuickTrade bank account where Client Moneys are held (including, where relevant, the Segregated Funds Account) with any such cost or expense of taking those steps.
33.2.4 The Client acknowledges and agrees that QuickTrade is not responsible for notifying the Client of any times, dates or events that may be relevant to any Transaction (including in relation to Transactions where QuickTrade may require instructions).
33.2.5 QuickTrade may (but is not in any circumstances obliged to) require confirmation (in the form that QuickTrade requires) of any order or instruction (whether oral, written or electronic) if –
22.214.171.124 the order or instruction is to close an Account or remit money due to the Client; or
126.96.36.199 it appears to QuickTrade, acting reasonably, that the confirmation is necessary or desirable.
33.2.6 QuickTrade may acknowledge an order, instruction or other communication (whether oral, written or electronic) orally, in writing or by way of a Trading Platform.
34.1 Subject to this clause, this Agreement is binding upon and ensures for the benefit of each of QuickTrade and the Client and its successors and permitted assignees or transferees.
34.2 QuickTrade may assign or transfer any of its rights or obligations under this Agreement or any Transaction without the consent of the Client. Each assignee or transferee is to have the same rights against the Client under this Agreement or any Transaction as if named in this Agreement as QuickTrade.
34.3 QuickTrade may disclose, on a confidential basis, to a potential assignee, transferee or other person with whom contractual relations in connection with this Agreement or any Transaction are contemplated, any information about the Client, whether or not that information was obtained in confidence and whether or not that information is publicly available.
34.4 The Client may not –
34.4.1 assign or transfer (whether absolutely, in equity, by way of security or otherwise), declare a trust over or otherwise deal with any of its rights or obligations under this Agreement or any Transaction; or
34.4.2 allow any such assignment, transfer, trust or dealing to subsist, without the prior written consent of QuickTrade.
34.5 If an Event of Default occurs or the Client is in default of any of its obligations under this Agreement or any Transaction, QuickTrade may (without prejudice to any other rights it may have) at any time afterwards assign and transfer to any person (including any third party with whom QuickTrade has entered into Hedging Arrangements) with immediate effect all or any of its rights in respect of moneys owing to it under this Agreement or any Transaction, as well as any security or other remedies available to it in respect of those moneys.
34.6 If any such assignment is made, then the Client, if so required by QuickTrade and the assignee and transferee, is to acknowledge in writing that the assignee and transferee has assumed the rights and obligations of QuickTrade under this Agreement and any Transaction in relation to the relevant moneys.
35.1 The Parties agree that any dispute (including an alleged breach of, or default under, any Transaction) will be determined in terms of this clause by written notice given to the other Party in accordance with the rules of the Arbitration Foundation of Southern Africa (“AFSA”) by an arbitrator or arbitrators nominated by the Parties.
35.2 This clause shall not preclude either Party from obtaining urgent relief from a court of competent jurisdiction.
35.3 The Parties hereby consent to the arbitration being dealt with on an urgent basis in terms of the Rules of AFSA should QuickTrade, by written notice require the arbitration to be held on an urgent basis. In such event the Parties agree to apply jointly to the AFSA Secretariat as required in terms of the said Rules to facilitate such urgent arbitration.
35.4 The arbitrator shall be, if the matter in dispute is principally –
35.4.1 a legal matter, a practicing advocate or attorney of JHB of at least fifteen years’ standing;
35.4.2 an accounting matter, a practicing CA of Johannesburg of at least fifteen years’ standing;
35.4.3 any other matter, any independent person, agreed upon between the Parties.
35.5 Should the Parties to the dispute fail to agree whether the dispute is principally a legal, accounting or other matter within seven days after the arbitration was demanded, the matter shall be deemed to be a legal matter.
35.6 Should the Parties fail to agree on an arbitrator within fourteen days after the giving of notice in terms of clause 35.1, the arbitrator shall be appointed at the request of either Party to the dispute in terms of the Rules of AFSA.
35.7 The decision of the arbitrator shall be final and binding on the Parties to the dispute and may be made an order of the court referred to in clause 35.8 at the instance of any of the parties to the dispute.
35.8 The Parties hereby consent to arbitration being held in Johannesburg and to the jurisdiction of the High Court of South Africa in respect of the proceedings referred to in clause 35.2.
35.9 The Parties agree to keep the arbitration including the subject matter of the arbitration and the evidence heard during the arbitration confidential and not to disclose it to anyone except for purposes of obtaining an order as contemplated herein.
35.10 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity for any reason of this Agreement.
36.NOTICES AND ADDRESSES OF SERVICES
36.1 Each of the Parties choose as the address for service and delivery of documents their respective addresses set out in the Client Application for the purposes of the giving of any notice, the serving of any process and for any other purpose arising out of or in connection with this Agreement.
36.2 Each of the Parties shall be entitled from time to time to vary its address for the service and delivery of documents to any other address within the Republic of South Africa which is not a post office box or post restante.
36.3 Any notice given in terms of this Agreement shall be in writing and shall –
36.3.1 if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;
36.3.2 if posted by prepaid registered post be deemed to have been received by the addressee on the 4th (fourth) day following the date of such posting;
36.3.3 if transmitted by facsimile be deemed to have been received by the addressee on the expiration of 24 (twenty four) hours after transmission;
36.3.4 if sent by courier be deemed to have been received on the date of delivery by the courier service concerned, unless the contrary is proved;
36.3.5 if transmitted by electronic mail message, be deemed to have been delivered to and received by the addressee when the complete electronic mail message enters an information system designated or used for that purpose by the addressee and is capable of being retrieved and processed by the addressee.
36.4 Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or communication actually received by one of the Parties from the other including by way of facsimile transmission shall be adequate written notice or communication to such Party.
37.1 Except as specifically otherwise provided in any of the Annexures, QuickTrade may amend, modify or replace this Agreement and/or any of the then-current documents that comprise this Agreement at any time by –
37.1.1 written notice to the Client in accordance with clause 36; and/or
37.1.2 posting notice accordingly and/or an amended form of this Agreement and/or any of its components on the Website; and/or
37.1.3 posting notice accordingly and/or an amended form of this Agreement and/or any of its components on an Electronic Trading Platform; and/or
37.1.4 as otherwise permitted by Applicable Law.
37.2 The Client acknowledges and agrees that –
37.2.1 QuickTrade may make available to the Client any such notice and/or an amended form of this Agreement and/or any of its components to this Agreement by any one or more of the means specified in clause 37.1; and
37.2.2 if the notice and/or an amended form of this Agreement and/or any of its components is made available to the Client by more than one means, it is deemed to be made available to the Client at the earliest possible time.
37.3 A notice and/or an amended form of this Agreement and/or any of its components posted on the Website or on an Electronic Trading Platform is deemed to have been made available to the Client at the time the relevant document was posted by QuickTrade on the Website or on the Electronic Trading Platform.
37.4 Any amendment, modification or replacement to or of this Agreement and/or any of its components is effective on the date specified in the notice.
37.5 The amendment, modification or replacement to or of this Agreement is deemed to be accepted by the Client if the Client –
37.5.1 continues to enter into Transactions by way of a Trading Platform; or
37.5.2 allows any outstanding Transaction to roll over.
37.6 This amendment, modification or replacement, where applicable, also amends the terms of any outstanding Transaction on that effective date.
38.1 Each of the provisions of this Agreement is separate and severable and enforceable accordingly. If any such term or condition is or becomes unenforceable for any reason whatsoever, that term or condition is severable from and shall not affect the validity of any other term or condition contained in this Agreement.
38.2 A certificate by QuickTrade of any amount payable under this Agreement or any Transaction is, in the absence of manifest error or fraud, conclusive evidence for all purposes, including for any proceedings.
38.3 Each party will pay its own costs (including legal fees) of entering into -this Agreement.
38.4 If the Client is a trustee, the Client undertakes –
38.4.1 to notify QuickTrade immediately in writing if –
188.8.131.52 the Client ceases for any reason or at any time to be the sole trustee of the trust; or
184.108.40.206 if there are two or more trustees, any other trustee ceases for any reason to be a trustee of the trust; or
220.127.116.11 the trust is determined or for any other reason ceases to exist; or
18.104.22.168 it becomes aware of any breach of trust; and
38.4.2 not to make any distribution of any capital of the trust which would result in the trust having insufficient assets to meet the Client’s liabilities under outstanding Transactions and this Agreement.
38.5 Except as expressly set out in this Agreement, all warranties that may be implied into this Agreement by law are excluded to the maximum extent permitted by law.
38.6 Where this Agreement is executed by any party under power of attorney then, by executing this Agreement, each attorney is deemed to have stated that the attorney has received no notice of revocation of the relevant power of attorney.
38.7 The expiration, cancellation or other termination of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after such expiration, cancellation or other termination or which of necessity must continue to endure after such expiration, cancellation or other termination, notwithstanding that the relevant clause may not expressly provide for such continuation.
38.8 No indulgence, leniency or extension of time which any Party may give or allow to the other Party in respect of the performance of any obligation hereunder or under a Transaction, shall in any way prejudice the Party giving or allowing the indulgence, leniency or extension or preclude such Party from exercising any of its rights an enforcing the obligations of the other Party in terms of this Agreement and the Transaction. A provision of, or a right created under, this Agreement or any Transaction may not be waived except in writing executed by the party granting the waiver.
38.9 The person submitting the Application Form on behalf of the Client warrants his authority to do so.
38.10 This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof and save as may be expressly set out herein, no agreements, representations or warranties between the Parties regarding the subject matter hereof other than those set out herein are binding on the Parties.
38.11 The rights of each party under this Agreement and each Transaction are cumulative and not exclusive of any rights provided by law.
RISK DISCLOSURE STATEMENT
The information in this Risk Disclosure Statement is general information only and does not take into account your personal objectives, financial situation and needs. You should consider these things and seek independent professional advice before making a decision about our financial products.
You must be satisfied that any trading you undertake in relation to the products described in this Risk Disclosure Statement is appropriate in view of your objectives, financial situation and needs. If you wish to conclude any of the Transactions you are required to agree to the terms of the Client Agreement.
You should be aware of the following points:
- All stock market based investment is exposed to a degree of risk.
- Market fluctuations may have an effect on the value, price or income of investments.
- Investment capital is not guaranteed and past performance is not a guide to future investment performance.
- You are responsible for the selection of any transaction that you place on the Transaction Platform. As such, the performance of any transaction will depend mainly on investment decisions made by you. QuickTrade does not make any representations regarding the performance of any investment.
- Under certain market conditions it may be difficult or impossible to close out a position. This may occur, for example, where trading is suspended or restricted at times of rapid price movement.
- Prior to the commencement of trading, you should require from your broker written confirmation of all current commission, fees and other transaction charges for which you will be liable.
- Your ability to trade depends on the continued operation of, among other things, the Transaction Platform, the internet, and your personal computer or internet enabled device. A fault, delay or failure of any of these things could prevent you from placing Orders and may result in losses on your Open positions.
- You should read all available information on the Transaction Platform including, but not limited to, the client Terms and Conditions and the “frequently asked questions” in order to properly consider your risks.
- You should carefully consider whether your financial position permits you to participate in listed instruments on the JSE.
- You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.
- Before trading listed instruments on the JSE you should be aware of tax consequences and on this you should consult your lawyer, accountant or other tax advisor.
- System Risks
QuickTrade relies on a number of technology solutions to provide you with its on line Transaction Platform. Transacting on the Transaction Platform may differ from trading on other electronic trading systems.
A disruption to the QuickTrade Trading Platforms may mean you are unable to trade in products offered by QuickTrade when you wish and you may suffer a financial loss or opportunity loss as a result.
During a disruption of the Transaction Platform, it may be possible for you to continue to use our financial products by contacting us over the phone; however this will not be possible in every case.
- Electronic Trading
There are significant risks associated with using and relying on a web-based, electronic Transaction Platform. Such risks include, but are not limited to, risks related to the use of software and/or telecommunications systems such as software errors and bugs, delays in telecommunications systems, interrupted service, data supply errors, faults or inaccuracies and security breaches.
These risks and the occurrence of disruptive events are outside the control of QuickTrade and, accordingly, you will have no recourse against QuickTrade in relation to the use of or availability of our Transaction Platform or any errors in the software and/or related information systems.
There are important provisions regarding the use of the Transaction Platform contained in the Client Agreement. You must ensure that you fully understand these provisions and the risks involved in relying on an on-line, electronic trading system and the limitations in the service that QuickTrade can provide in relation to the Transaction Platform.
- Transaction Platform Closed
Due to the dynamic nature of the financial markets, it is possible that the value of your open positions will change while the trading function of the Transaction Platform is unavailable. In this case, you will not be able to trade in a product such as open a new transaction or close out an open transaction until the trading function of the Transaction Platform is available again. You may suffer a financial loss or opportunity loss as a result.
- Discretionary Powers of QuickTrade
Under the Client Agreement, QuickTrade has a number of discretionary powers which may affect your trading activities. These powers are set out in this Risk Disclosure Statement as well as the Client Agreement and you should ensure that you fully understand them.
- Market Volatility
Markets are subject to many influences which may result in rapid fluctuations and reflect unforeseen events or changes in conditions.
In certain market conditions such as during times of price volatility in markets, quotes provided by QuickTrade may ‘gap’. A gap means that a price may unexpectedly jump from one price level to another without trading at rates in between those two price levels or quotes. It is not possible for us to predict when a price ‘gap’ will occur or by how much. Price gaps are generally a result of unexpected news or previously unknown data being released (e.g. news of terrorist attacks, revaluation of a currency, geopolitical upheaval or natural disasters).
- Client Acknowledgement
By accepting the electronic check box as part of this online application process I/We confirm receipt of this Risk Disclosure document and have read, understood and agree to its contents.
In terms of the General Code of Conduct of the Financial Advisory and Intermediary Services (FAIS) Act, QuickTrade (Pty) Ltd (Registration number 2014/062267/07) is required to disclose the information in this document to you. You are therefore requested to read through the document carefully and sign the acknowledgement that you have read and understand the contents hereof. If there is anything in this document that you do not understand, please request further information from us. You are entitled to a copy of this document for your own records.
- AUTHORISED FINANCIAL SERVICES PROVIDER
QuickTrade is an authorised financial services provider (FSP number 45262) in terms of Section 8 of the FAIS Act. A copy of our license certificate is available on request. Our physical address is 1st Floor, Building 13, Woodmead Estate, Woodmead Drive, Woodmead, 2191, Midrand. Our postal address is PostNet Suite 31, Private Bag X 81, Vorna Valley, 1685, Midrand. The contact person you must liaise with is Tafara Tsoka, Tel 011 315 1000, or email email@example.com
- FINANCIAL SERVICES AND PRODUCTS
QuickTrade is authorised to render intermediary financial services in respect of the following financial products:
Securities and Instruments: Shares
Securities and Instruments: Derivative Instruments
Securities and Instruments: Warrants, certificates and other instruments
- AUTHORISED KEY INDIVIDUAL AND REPRESENTATIVE
The Financial Services Board has duly authorised Tafara Tsoka to act as key individual and representative to render financial services as defined in terms of the FAIS Act in respect of the financial products listed above.
Additional representatives including representatives under supervision may be added or removed from QuickTrade’s FSP license from time to time. An updated list is available on request.
- INTERMEDIARIES, INTRODUCING PARTIES AND SERVICE PROVIDERS
QuickTrade may contract with and reward intermediaries for the introduction of clients. However, the introducing party, QuickTrade and its service providers are all separate business entities and are not affiliated in any way.
Intermediaries may be appointed as a representative on QuickTrade’s FSP license, however, neither the introducing party nor QuickTrade shall be entitled to provide the client with any particular trading advice. The introducing party may receive ongoing fees related to the trading activity of the client. This fee will represent a portion of the revenue earned by QuickTrade and will be accrued and paid to the introducing party monthly in arrears. These fees will be market related and directly linked to the clients account activity as well as the nature of the product and the relevant fee structure charged to the client.
The introducing party has actual or potential conflicts of interest with clients to the extent that it receives fees or other remuneration for each transaction concluded between the client, QuickTrade and/or its service providers. Each client, QuickTrade and related service providers, and not the introducing party, are the counter parties to each purchase and sale of the products in respect of the terms of business entered into by each client of QuickTrade.
- CONFLICT OF INTEREST MANAGEMENT POLICY
QuickTrade has adopted and implemented a conflict of interest management policy that complies with the provisions of the FAIS Act. The conflict of interest management policy is available on request and can be obtained by emailing firstname.lastname@example.org or by telephone: 011 315 1000.
- INDEMNITY COVER
QuickTrade holds Professional Indemnity and Fidelity cover.
- FINANCIAL INTELLIGENCE CENTRE ACT (FICA)
In terms of FICA, QuickTrade is an accountable institution. We are required to identify our prospective clients, verify the given information and keep records of the verifying documents. We are also obliged to report suspicious and unusual transactions that may facilitate money laundering to the authorities.
Should you wish to pursue a complaint against a key individual or representative of QuickTrade, you should address the complaint in writing. If you cannot settle your complaint with us, you are entitled to refer it to the office of the FAIS Ombud, at email@example.com or telephone number 0860 324 766. The Ombud has been created to provide you with a redress mechanism for any inappropriate financial advice that you feel may have been given to you by a financial services provider.
- COMPLIANCE OFFICER
Moonstone (Pty) Ltd (Registration number: 2002/020736/07) and Practice number 188 acts as the compliance officer for QuickTrade (Pty) Ltd. Their physical address is Valerida Centre, First Floor, Piet Retief Street, Stellenbosch, South Africa. The contact person is Mr Chris Honck, tel 021 883 8000, fax 021 883 8005 or email: firstname.lastname@example.org
You should note that there are risks involved in buying or selling any financial product, and past performance of a financial product is not necessarily indicative of the future performance. The value of financial products can increase as well as decrease over time, depending on the value of the underlying securities and market conditions.
- CLIENT ACKNOWLEDGMENT
By accepting the electronic check box as part of this online application process I/We confirm receipt of this Intermediary Disclosure document and have read, understood and agree to its contents.
ORDER EXECUTION POLICY
- PURPOSE AND SCOPE OF THIS POLICY
QuickTrade will take all reasonable steps to obtain the best possible result for the Client (taking into account various factors relevant to the execution) when: (i) executing orders on behalf of the Client; or (ii) receiving and transmitting orders on behalf of the Client.
This policy defines QuickTrade’s approach to meeting its regulatory obligations and the standard of execution quality we will achieve in accordance with the requirements of the FAIS. It should inform decisions on how, where, and with whom QuickTrade will deal when it acts for and on behalf of Clients.
- ORDER EXECUTION
Where QuickTrade execute orders on behalf of Clients, QuickTrade will take all reasonable steps to obtain the best possible result, taking in to account the relative importance of the execution factors and execution criteria. The execution criteria that have been considered in developing this policy are:
the characteristics of the Client;
the characteristics of the type of Client order;
the characteristics of the financial instruments that are the subject of that order; and
the characteristics of the execution venues to which that order can be directed.
Orders for execution will differ in size, type and market impact. It is therefore possible for QuickTrade to fulfil its best execution commitment in different ways for Client orders that have different characteristics. The execution criteria above have been considered when determining the relative importance of the execution factors for each class of financial instrument and the execution venues which QuickTrade utilise.
- EXECUTION FACTORS
We are required to take into account the following execution factors when taking reasonable steps to achieve best execution. These factors will also be considered when determining the execution venues that are selected to execute an order;
likelihood of execution and settlement; and
nature or any other consideration relevant to the execution of an order.
Taking into account the execution criteria listed above, we have determined that the factor which will generally be of primary importance will be notional amount (order size).
In some instances, we may consider speed, likelihood of execution and settlement, the size and nature of the order and market impact to be of greater importance in achieving the best possible result for the Client. Depending on the circumstances, and for some orders or financial instruments, we may determine that other execution factors are more important in obtaining the best possible results.
- EXECUTION VENUES AND PROCESS
Our list of execution venues used in respect of each class of financial instruments is provided at the end of this document. This list may not be exhaustive, but comprises the execution venues on which we place significant reliance. We reserve the right to use alternative execution venues, where it is deemed appropriate in order to achieve the best possible result for the Client.
We regularly assess execution venues to ensure that the best possible results are obtained when executing Client orders.
We will execute orders on one of the following execution venues, or a combination of one or more of the following:
multi-lateral trading facilities;
by crossing client orders with that of another client; and
market counterparties or other liquidity providers.
Since we execute Client orders and also transmit certain orders to other firms for execution, in this policy, the term execution venue also includes other counterparties with which we place orders or to which we transmit orders for execution.
- ORDER HANDLING
We maintain procedures and arrangements which provide for the prompt, fair and expeditious execution of orders, relative to other orders.
We aim to execute orders promptly in all cases, taking account of the nature of the financial instrument in question. It may be necessary, due to the size of the orders executed, for QuickTrade to execute orders over a longer period of time. This is likely to happen where trades of such a size would have a large market impact if they were executed at one point in time. Orders are executed in the order of the time of their receipt by QuickTrade. All executed orders are recorded by QuickTrade.
Where Clients provide us with specific instructions in relation to an order, or any particular aspect of the order, we will execute the clients order in accordance with those instructions. However, this might mean that we cannot take those steps under our execution policy that we believe necessary to achieve best execution in relation to the elements covered by the Client’s specific instructions.
If the Client’s order includes a specified price limit or better and a specific size (a limit order), then it may not always be possible to execute an order in the prevailing market conditions and the order may need to be made public. QuickTrade will use its discretion, considering the Client’s best interests, when deciding to make the limit order public unless otherwise instructed by client.
- MATERIAL CHANGE
We will notify our Clients if a material change is made to the order execution arrangements or execution policy.
- EXECUTION VENUES
QuickTrade will execute orders over-the-counter.
OTC derivative contracts are bilateral contracts, such as options, swaps and forwards which are traded-over the-counter, i.e. not on a regulated market.
QuickTrade (Pty) Ltd (“QuickTrade” “us” or “we”) is deemed to be a responsible party in terms of the Protection of Personal Information Act 4 of 2013, as amended, consolidated or re-enacted from time to time, including all schedules and regulations thereto (“the POPI Act”), and QuickTrade is obliged to comply with the provisions of the POPI Act.
- a) information relating to race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of a person;
- b) information relating to the education or the medical financial, criminal or employment history of the person;
- c) any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier or other particular assignment to the person;
- d) the biometric information of the person;
- e) the personal opinions, views of preferences of the person;
- f) correspondence sent by a person that is implicitly or explicitly of a private or confidential nature of further correspondence that would reveal the contents of the original correspondence;
- g) the views or opinions of another individual about a person; and
- h) the name of a person if it appears with other personal information relating to a person or if the disclosure of the name itself would reveal information about the person
If you have any questions or concerns, please do not hesitate to contact us at the details provided below under the heading “Contact Us”.
THE INFORMATION WE COLLECT
You do not have to give us personally identifiable information (“Personal Information”) in order to visit our Website.
If, however, you wish to become a client of QuickTrade, you will be required to supply us with information, including but not limited to, your name, surname, email, phone number and/or physical address. If we collect Personal Information from you, you are giving us permission to use that information for the specific purpose as set out in the Client Agreement for which it is provided.
When you interact with the Website, we automatically collect certain personally non-identifiable information (“Non-Personal Information”). The Non-Personal Information we collect includes without limitation, your Internet Protocol (“IP”) address, domain name of your internet service provider, your approximate geographic location, a record of the site pages that you visit, the time of your visits and aggregated Personal Information that cannot be used to specifically identify you. Such information, which is collected passively using various technologies is strictly for statistical purposes and to determine the visitor traffic patterns through the Website and cannot, in and of itself, be used to specifically identify you.
In operating the Website, we use a technology called “Cookies”. Cookies are small text files that provide Non-Personal Information to us regarding the visitors to our Website. Our Cookies provide additional functionality to the Website and assists in personalising your online experience. It further helps us analyze the Website usage more accurately and allows us to gauge the areas that are of the most interest to our visitors. None of our cookies contain any of your personally identifiable information.
Aggregated Personal Information
OUR DISCLOSURE OF INFORMATION THAT WE COLLECT
QuickTrade is not in the business of selling or supplying your Personal Information to any third parties. We consider this information to be required to enable us to provide the services offered to Clients.
Subject to your consent, we will share your Personal Information with the introducing broker or referral agent who referred you to us for concluding the Client Agreement and opening an account with us. We will provide the introducing broker or referral agent with access to your Personal Information by means of a broker portal on the Website. The introducing broker or referral agent, as the case may be, will access your Personal Information for the purpose of confirming the Transactions which you conclude by means of the Trading Platform. This is necessary for the introducing broker or referral agent to verify the fees payable to them in respect of the referral made to us.
There are, however, certain circumstances in which we may disclose, transfer or share your Personal Information with certain third parties without your consent, as set forth below:
Agents, Consultants and Related Third Parties
QuickTrade sometimes engages other companies to perform certain administrative and/or business-related functions which, inter alia, include maintaining the database and communications network and processing and facilitating payments. When we engage another company to perform such functions, we may provide them with information, including your Personal Information, in connection with their performance of such functions.
QuickTrade may disclose your Personal Information if required to do so by law or in the good faith belief that such action is necessary (i) to comply with a legal obligation, (ii) to protect and defend the rights or property of QuickTrade, or (iii) to protect QuickTrade against legal liability.
As Non-Personal Information cannot be used to personally identify you, QuickTrade may disclose, transfer or share Non-Personal Information for any lawful purpose.
TO PROTECT THE INFORMATION WE COLLECT HOW
QuickTrade has put in place certain measures to ensure the security of the Personal Information we collect and to secure the correct use thereof. These measures are appropriate to the nature of the information provided to us and prevent unauthorised access. We take reasonable steps to ensure the reliability of our own staff and ensure that any person who processes information on our behalf achieves the same high standards that we set ourselves and limit their access to your Personal Information to what is necessary in order for them to perform their responsibilities. Our security measures include the use of software firewalls, encryption and intrusion detection systems. We store all transaction information on secure computers located in locked data centres to which only selected employees have access. We will ask for your express permission before we use your Personal Information for any purpose not disclosed above.
QuickTrade takes what it believes to be reasonable steps to protect the Personal Information provided via the Website from loss, misuse, unauthorized access, inadvertent disclosure, alteration, and destruction. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your Personal Information, we cannot guarantee the security of your data transmitted to our Website and any such transmission is at your own risk.
REQUEST FOR ACCESS FOR PERSONAL INFORMATION
The Client shall, having provided adequate proof of his/her identity, be entitled to –
- submit a request in writing to QuickTrade to confirm, free of charge, whether or not QuickTrade holds Personal Information about the Client; and
- request from QuickTrade the record or a description of the Personal Information about the Client held by QuickTrade, including Personal Information about the identity of all third parties, or categories of third parties, who have, or have had, access to the information at a reasonable fee charged by QuickTrade within a reasonable time from the date of receipt of such request.
Use of the Website and any electronic transaction concluded with QuickTrade are governed by the laws of the Republic of South Africa. If the Client accesses this Website from locations outside of the Republic of South Africa, that Client is responsible for compliance with all local laws.
Our Website may contain links to and from the websites of our advertisers and/or affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please familiarise yourself with these policies before you submit any Personal Information to these websites.
- Physical address: First Floor, Building 13, Woodmead Estate, Woodmead Drive, Woodmead, 2191
- Telephone: on (011) 315 1000 during 0830 to 1700 on Monday to Friday
- E-mail: at email@example.com