Terms and Conditions

Monday February 6, 2012

By signing an Account Application Form or placing an order with Euroz Securities Limited ("Euroz") on an existing or new account, or by continuing to provide existing security or by providing new security for any other Euroz client, the Client named in that form or in whose name the account exists or who continues to provide, or who provides such security, ('the Client") agrees to be bound by the following terms and conditions (as they may be amended from time to time).

You should not place an order with Euroz until you have read and understood these terms and conditions.  If there are aspects of these terms and conditions (and Euroz's Trading Guide) that you do not understand you should discuss this issue with your adviser before placing an order with Euroz.

1. Regulatory Compliance
These terms and conditions are subject to, and the Client agrees to comply with, Australian Securities Exchange Limited's ('ASX') Market Rules, the Australian Clearing House Pty Ltd's ('ACH') Clearing Rules, and Australian Settlement and Transfer Corporation Pty Ltd's ('ASTC') Settlement Rules (as applicable) which are together referred to as the ASX Rules, the rules, customs and usages of the exchange on which the financial product is executed, being a recognised stock exchange under the ASX Rules, the clearinghouse of any such exchange, the Corporations Act and any other applicable law as amended from time to time (collectively 'Regulatory Rules'), in the jurisdiction in which the financial product is executed.

2. Investment in Financial Products
The Client acknowledges that the Client has formed the view that investment in Financial Products (as this term is defined in the Corporations Act) is appropriate to the Client's investment objectives, financial situation and particular needs, and Euroz is entitled to rely on that acknowledgement in any advice given to the Client.  Euroz does not give any guarantee concerning the performance or return on capital of any investment recommended to the Client or in which the Client may deal.

In relation to all Advice (as that term is defined by the Corporations Act) provided by Euroz to a Client which Euroz nominates to be General Financial Product Advice (as that term is defined by the Corporations Act), the Client acknowledges and understands that the advice will be based on consideration of the investment alone and that such advice is provided without any express or implied recommendation that a transaction in those financial products is appropriate to the investment objectives, financial circumstances and particular needs of the Client and that therefore it is the responsibility of the Client to assess the appropriateness of any such advice to the particular financial circumstances of the Client before acting on it.  

It is the Client's responsibility to monitor the Client's investments in Financial Products and to contact the Client's Adviser if the Client is concerned about such investments.
 
3. Warranties
By completing and executing this Agreement with Euroz, the Client warrants that:

  1. all the information provided by the Client in the Account Application, Client Fact Finder or as notified to Euroz from time to time is complete and correct and can be relied upon by Euroz until Euroz receives written notification of any change;
  2. the Client has the legal right and power to enter into this Agreement;
  3. if the Client is an individual, the name in which the Client opens an account with Euroz is the name the Client is generally known by and is not an alias;
  4. if the Client is or purports to be a body corporate, the Client is duly incorporated and existing;
  5. if the Client is a trustee:
    1. the Client agrees that this Agreement will bind the Client in both a personal capacity and in the Client's capacity as a trustee;
    2. the Client represents and warrants to Euroz that:
      1. the Client can be indemnified out of the assets of the trust for all liabilities incurred under this Agreement; and
      2. the Client has properly exercised the Client's trust powers and has full authority under the trust to enter into this Agreement.
    3. if the Client is a trustee of a superannuation fund, the Client further represents and warrants to Euroz that:
      1. the Client has formulated and given effect to an Investment Strategy for the superannuation fund, in accordance with superannuation law;
      2. when seeking personal securities advice from Euroz, the Client will keep Euroz informed of such Investment Strategy;
      3. the Client's investment instructions to Euroz will be in accordance with, and are consistent with, the superannuation fund's Investment Strategy; and
      4. when a Risk Management Statement is required pursuant to superannuation law or by the regulator, (whether on account of the fact that the trustee is simultaneously charging the assets of the fund or for any other reason such a Statement may be required) the Client will not instruct Euroz in relation to the opening of derivative transactions without such a Risk Management Statement being in existence and any such instructions shall be in accordance with the Risk Management Statement.
  6. By giving instructions to Euroz, the Client warrants that:
    1. the Client is not an employee of another Participant of the ASX Group of companies;
    2. the client has sufficient funds and Financial Products, and is otherwise able, to meet any obligations which may arise from those instructions; and
  7. if a duly appointed attorney of the Client has executed this Agreement, and gives instructions to Euroz pursuant to it, the Client warrants to Euroz that, at those times, the power of attorney has not been revoked and validly empowers the attorney to so act.

4. Disclosure of Investment Objectives, Financial Situation and Particular Needs
The Client acknowledges that Euroz has informed the Client that, in order to provide the Client with Personal Financial Product Advice (as that term is defined by the Corporations Act) with respect to Financial Products, Euroz is required by the Corporations Act to have information about the Client's relevant personal circumstances, namely, the Client's investment objectives, financial situation and particular needs and to update this information whenever the Client's circumstances change materially.  The Client further acknowledges that Euroz has informed the Client that the disclosure of this information is purely voluntary and that the Client may elect not to disclose such personal financial information.

The Client acknowledges that the Client has carefully considered whether or not to provide to Euroz such information.  If the Client chooses not to provide it, the Client acknowledges and accepts that the investment advice given will be General Financial Product Advice and as such based on a consideration of the investment alone without reference to the Client's relevant personal circumstances, namely the Client's investment objectives, financial situation and particular needs and it will be the responsibility of the Client to assess the appropriateness of the recommendations to the Client's particular circumstances before acting on them, and to review from time to time the decision not to provide such personal circumstances to Euroz.

If the Client does provide such information to Euroz, it will be the responsibility of the Client to update that information by notifying Euroz from time to time of any material changes in the Client's relevant personal circumstances.

If you decline to provide adequate information to Euroz regarding your investment objectives, financial situation and particular needs, Euroz may exercise the discretion given to it to decline to execute an order placed by you in accordance with the matters set out at paragraph 21.

5. Non-Discretionary Acoount
You acknowledge that Euroz will not act on a discretionary basis on your behalf, or for your benefit, under any circumstances.  The type of orders that Euroz will accept from you are set out in Euroz's Trading Guide and you should ensure that you read and understand this guide before placing an order with Euroz.

6. Cash Management/Bank Account
For the purposes of executing and settling transactions for a Client, Euroz may request the Client to either:

  1. establish a Cash Management Trust account or call deposit facility in the Client's name, and authorise Euroz (in a manner satisfactory to Euroz (in its absolute discretion)) to operate that account; or
  2. authorise Euroz (in a manner satisfactory to Euroz (in its absolute discretion)) to operate an existing Cash Management Trust account or call deposit facility in the Client's name; or
  3. authorise Euroz (in a manner satisfactory to Euroz (in its absolute discretion)) to operate a Bank Account in the name of the Client.  Euroz may pay trust funds held on behalf of the Client into any such account.

7. Registration and Sponsorship
Financial Products transactions executed by Euroz pursuant to the Client's instructions shall, subject to the Client meeting Euroz's settlement terms, be registered according to the details set out in the Account Application, as amended by the Client by notice in writing from time to time.  

Unless the Client has indicated otherwise by executing the Account Application the Client is electing to have the Client's ASX quoted Financial Products sponsored by Euroz in the Clearing House Electronic Sub-register System (CHESS) on the CHESS Sponsorship Terms and Conditions included with Euroz's Account Opening Form and may be amended from time to time.  

The Client's CHESS Sponsor Euroz will control the Financial Products holdings established by Euroz in CHESS on the Client's behalf.  Subject to the terms and conditions for operating an account and of CHESS Sponsorship, Euroz will act on the Client's instructions to transfer or convert these Financial Products at the Client's request.  With regard to the Client's Financial Products listed on overseas exchanges, these will be held for the account of the Client in the name of Euroz's Custodian in or servicing the country in which the Financial Products are listed on an exchange, or in the name of a Euroz designated sub-account or the Client's name as Euroz shall determine.  

The Client agrees to notify Euroz immediately of any change to, or inaccuracy in any information, pertinent to the registration of Financial Products in the name of the Client, which has previously been provided by the Client to Euroz.

8. Instructions/Authorised Persons
Euroz may act on any verbal, written or electronic (facsimile or email) instruction of an individual Client, or an officer or employee of a company Client who has been nominated in the Account Application, or any other person who has been nominated in the Account Application or authorised in their place by the Client in writing ('Authorised Person') to give instructions to Euroz on the Client's behalf provided that such person and authorisation are acceptable to Euroz.  

Written or electronic instructions will only be accepted and acted upon if Euroz acknowledges receipt by return written or electronic acknowledgement.  The fact that a facsimile or email has been sent by the Client or opened by Euroz in the case of an email does not constitute Euroz's acceptance of the instruction.  Unless Euroz has received written notice of the revocation of the authority of any Authorised Person or of the Client's death or incapacity, it is entitled to assume the genuineness and authenticity of any instruction purported to be given by an Authorised Person on behalf of the Client, and the Client is deemed to have ratified and confirmed any such instruction, which will constitute an instruction by the Client for the purposes of these terms and conditions.

Euroz is not liable for anything it does or does not do as a result of acting on the instruction given by a person Euroz reasonably believes to be the Client or an Authorised Person, as set out above.  The Client acknowledges that, while an Authorised Person will be able to instruct Euroz in relation to the Client's account, Euroz, in its absolute discretion, may require verbal, written or electronic confirmatory instructions from the Client.

In accordance with the matters set out at clause 24, Euroz, in its absolute discretion, may decline any instructions given by the Client or an Authorised Person, as set out above, at any time.  Notwithstanding anything contained in this Clause, an Authorised Person in relation to a Client's account shall not be entitled to direct Euroz as to the provision of the Client's securities as third party collateral of another Client's account or to direct Euroz as to the payment of funds held in the Client's account with Euroz or any other associated entity to anyone other than the Client.

9. Joint Accounts
If the Client consists of more than one person, these terms and conditions bind them jointly and severally, and each of those persons has full authority to operate the Client's account, and Euroz may act on the instructions of any one of those persons without the necessity to refer to, or to notify, any other person.  Any representations, warranties and undertakings made are made by each of them jointly and severally. Signatures of all of those persons will be required to give directions relating to payments to third parties and for changes related to sponsored holdings.

10. Stop Loss Orders
Euroz does not accept contingent orders to limit losses while maintaining a position ('known as stop loss orders) under any circumstances.

11. Trade Confirmations
Trade Confirmations are issued subject to the Rules, directions, decisions and requirements of ASX and the Clearing Rules and where relevant, the Settlement Rules and the customs and usages of the ASX Market, the rules, customs and usages of the exchange on which the transaction is executed and its clearing house (as applicable) and the correction of errors and
omissions.

The Client agrees to be bound by the terms set out on Trade Confirmations issued by Euroz.  Trade Confirmations shall be conclusive evidence of the facts stated therein if not objected to in writing by the Client prior to the Settlement Date defined in Clause 12.

12. Settlement of Transactions
The Client agrees to settle all transactions (by paying for all purchases and making good delivery of all financial products sold) to enable Euroz to settle the Client's dealings with the relevant market on the Settlement Date appearing in the Trade Confirmation confirming the execution of a transaction in accordance with the Client's instructions. In these terms and conditions, the "Settlement Date" is 10.00am on the date for settlement specified on the face of the relevant Trade Confirmation or, if not specified, in accordance with the ASX Rules.

Euroz may pay, appropriate or allocate (as the case requires) all credits of and all monies received from or on behalf of the Client as it thinks fit in order to satisfy or discharge any amount owed by the Client to Euroz on any account whatsoever, and Euroz is not liable to the Client in connection with any such payment, appropriation or allocation.

If the Client has provided Euroz with authority to directly debit or credit either an internal or an external Cash Management Account or an external Bank Account, Euroz will automatically debit funds from that nominated account to satisfy the Client's obligations to settle with, pay fail fees and interest to, and indemnify Euroz hereunder.

13. Purchases
Payment for purchases must be received by Euroz to enable Euroz to effect settlement with the relevant market by the Settlement Date.  Euroz may demand immediate payment on the Settlement Date or may apply on or after Settlement Date any monies held in any account of the Client to which Euroz has access to satisfy this obligation.  Payment in cash is not acceptable.

14. Sales
All required security holder information (including Shareholder Reference Numbers ("SRNs")) and, if sponsored by another broker, the Holder Identification Number ("HIN") together with a letter signed by the Client authorising Euroz to access the relevant Financial Products from that other broker and documentation (including certificates (if any) for the Financial Products sold must be delivered to Euroz to enable Euroz to effect settlement with the relevant market by the Settlement Date.

The Client authorises Euroz to appropriate any Financial Products sponsored or otherwise held on the Client's behalf to satisfy this delivery obligation.  Euroz may demand immediate delivery of appropriate Financial Products at any time on or after Settlement Date of a sale.  

Credits in respect of sales are not available until the latest of:

  1. settlement of the sale;
  2. all required security holder information and documentation has been delivered; and
  3. all amounts due by the Client to Euroz have been paid.

You agree not to instruct Euroz to sell Financial Products (as applicable) that you do not have a presently exercisable and unconditional right to vest those Financial Products in the buyer at the time of placing the sell instruction.

15. Documentation
If Financial Products are purchased or sold by the Client pursuant to a Power of Attorney or on behalf of a deceased estate, the Client must forward to Euroz prior to the transaction (unless previously sighted by Euroz) a certified copy of the relevant Power of Attorney, Letters of Administration or Probate or other relevant documents (as the case requires).

If Financial Products are purchased or sold by the Client on behalf of a trust, the Client must, if requested by Euroz forward to Euroz a copy of an extract of the trust deed identifying the parties of the trust.

16. Cancellation
The Client authorises Euroz to, and agrees that Euroz may:

  1. in its absolute discretion having regard to the desirability of maintaining a fair and orderly market; or
  2. if requested by ASX; or
  3. pursuant to or as contemplated by the ASX Rules or the rules of the exchange on which the transaction is executed and its clearing house; or
  4. in accordance with the customs, usages, practices or procedures of ASX Group, the exchange on which the transaction is executed and its clearing house;

Request or agree to the cancellation of any transactions relating to the sale or purchase (as the case may be) of some or all of the Financial Products to which the Trade Confirmation relates, without the consent of the Client.

The obligations of the Client and Euroz's obligations in relation to the settlement of a transaction cease to apply in respect of a cancelled transaction from the time it is cancelled.

17. Brokerage and Other Charges
The Client must pay to Euroz by the Settlement Date a brokerage charge for each Financial Product transaction at the standard Euroz brokerage rate (including the standard minimum brokerage rate) applicable at the time of each Financial Product transaction, or at such rates otherwise agreed between Euroz and the Client. Such standard or agreed charge will be confirmed in the Trade Confirmation for the particular Financial Products transaction.

In addition, the Client must pay to Euroz by the Settlement Date all fees, taxes and duties Euroz incurs, including GST on the brokerage charge, in providing services to the Client.

18. Failure to Settle
If the Client fails to make payment or deliver any security holder information or documents to Euroz by the Settlement Date (or fails to meet its margin obligations in respect of a short sale) ("fails to settle"), whether pursuant to this Agreement or any other Agreement between the Client and Euroz, Euroz may, and is hereby so authorised by the Client in addition to any rights conferred by the ASX Rules, do any one or more of the following:

  1. charge a fail fee calculated by reference to the additional cost, which may be incurred by as a result of the Client's failure to settle.  In this regard, you acknowledge that Euroz incurs a daily fee from ASX for all sell transactions that do not settle by their settlement date.  You agree and acknowledge that Euroz will deduct from your net sale proceeds the daily fail fee imposed by ASX plus any applicable taxes, including GST, if you fail to deliver or supply your HIN or SRN by the settlement date.
  2. sell any Financial Products purchased or otherwise held on the Client's behalf (with the Client being fully responsible for any loss in connection with such sale) and apply the proceeds in reduction of the Client's liability to Euroz and to recover Euroz's costs in so acting;
  3. buy any Financial Products to close-out any unsettled sale (with the Client being fully responsible for the costs of any such buy in and any loss in connection with such transaction).

In the event that the Client fails to settle, the Client authorises Euroz and each of its directors, officers and managers as the Client's attorney to give any instructions on the Client's behalf which Euroz or any such attorney deems fit in their absolute discretion in respect of:

  1. the Client's issuer sponsored Financial Products which have been purchased on the instructions of the Client and not settled with Euroz with cleared funds before being registered in the Client's name as being issuer sponsored;
  2. any of the Client's Financial Products that are broker sponsored by Euroz in CHESS;
  3. the Client's Financial Products which have been purchased on the instructions of the Client and are awaiting registration;
  4. the Client's Financial Products held by any nominee company controlled by Euroz; and
  5. the Client's funds in cash management trust accounts or call deposit facilities or external bank accounts, which Euroz is authorised to operate;


To enable Euroz to realise those funds, charge and/or nominee those Financial Products or sell those Financial Products and generally to place Euroz in a position to apply the Financial Products referred to above and the proceeds thereof in reduction of the Client's liability to Euroz and to recover costs in so acting.
 
19. Interest
If the Client fails to pay an amount to Euroz (or following a demand, fails to repay to Euroz an amount credited to the Client to which the Client is not entitled) by the due date for payment, the Client must immediately pay to Euroz, on demand, interest at a rate of Official Reserve Bank interest rate plus 2% per annum calculated and payable daily, computed from the due date of payment until the amount is paid in full.

20. Indemnity
Euroz will not be liable to the Client for any losses, damages, costs and expenses, of any kind, resulting from or caused by:

  1. the Client giving instructions under this Agreement or otherwise;
  2. the Client failing to give Euroz the information referred to in Clause 4, or giving incomplete or incorrect information to Euroz;
  3. Euroz refusing to act on the Client's instructions;
  4. the Client's use of or reliance on any research reports provided by Euroz without seeking advice from the Client's Adviser.
  5. the Client's default under this agreement;
  6. anything lawfully done by Euroz in accordance with this agreement or at the Client's request;
  7. Euroz complying with any direction, request or requirement of the ASX Rules, the Corporations Act or any other regulatory authority;
  8. failure of a Securities Exchange; and
  9. any events or circumstances which Euroz cannot reasonably control.

The Client will indemnify, keep indemnified and hold harmless Euroz from all claims, losses, actions, demands, amounts, proceedings, liabilities, damages and costs (including legal costs on a full indemnity basis) whatsoever and howsoever arising, paid, suffered or incurred by Euroz directly or indirectly arising out of or in connection with undertaking the Client's instructions in respect of any purchase or sale of Financial Products or any failure of the Client to strictly comply with the provisions of the relevant trade confirmation these terms and conditions, relevant regulatory requirements or otherwise.

21. Discretion Given to Euroz
You acknowledge that Euroz is not obliged to accept you as a Client, nor to provide you with any explanation for refusing to accept you as a client where a decision is made to do so.

Euroz may at any time, and at its sole discretion, decline to accept your instructions or cancel any order or generally prohibit or restrict you from trading in Financial Products in or from your Account(s), without the need to provide any reason for its decision.  In addition to that discretion, Euroz may refuse to act on your behalf where:

  1. the original instruction given by is more than one calendar month old and Euroz has been unable to execute that instruction;
  2. trading in the relevant Financial Products has been suspended or halted for any reason whatsoever and you have not reconfirmed instructions; or
  3. Euroz forms the view that the execution of an order placed by you may:
    1. contribute to or possibly cause a breach of the ASX Rules; or
    2. be inappropriate, unethical or likely to negatively impact on Euroz's reputation and integrity within the market;
    3. create a disorderly market in the Securities;
  4. you have declined to provide to Euroz with adequate information regarding your investment objectives, financial situation and particular needs; and
  5. in the context of the matters referred to at subparagraph (4) above or generally, Euroz forms, in its sole discretion, the view that the execution of an order placed by you will pose an unacceptable level of risk for Euroz.

You agree that Euroz is not liable to compensate you or anyone else for any loss damage or inconvenience incurred as a result of Euroz not acting on your instructions for any reason (including, without limitation, not having sufficient Securities or funds in the Account to settle the relevant transaction at the time the order is placed, having monies outstanding on the Account or a failure).

You agree that Euroz is not liable to compensate you or anyone else for any loss damage or inconvenience arising from circumstances where Euroz uses the authority given by you to Euroz under this agreement to cancel a transaction or refuse to accept an instruction from you.
 
You acknowledge:

  1. Euroz, and its related bodies corporate, may deal in Financial Products (as applicable) as principal;
  2. that in certain circumstances permitted under the ASX Rules, Euroz and its related bodies corporate, may (either acting for another client or on its own account) enter into the opposite position in a Financial Products (as applicable) transaction with you, as principal; and
  3. you consent to Euroz and its related bodies corporate entering into such a transaction with you.

22. Limitation of Liability
Euroz does not exclude or limit the application of any statute (including the Trade Practices Act 1974 (Cth)) where to do so would contravene that statute or cause any part of this Agreement to be void.  Euroz excludes all conditions, warranties or terms implied by statute, general law or custom except to the extent that such exclusion would contravene any statute or cause this provision to be void.  Euroz's liability for a breach of any provision implied by law which cannot be excluded is limited to the supplying of the services again.

23. Limited Power of Attorney
The Client appoints Euroz and each of its officers and employees severally as the Client's attorney to execute and deliver any document necessary to ensure the registration details of the Client's Financial Products contains the Client's true and correct name, registration
address and other necessary personal information and details.

24. Credit References
The Client consents to Euroz making enquiries of any person and any credit agency as to the Client's creditworthiness.

25. Variation
The terms and conditions applying to any transaction executed by Euroz at the Client's request will be the Regulatory Rules in operation at the time the transaction is executed, together with the terms and conditions set out in this agreement as amended or modified by any written notification to the Client from Euroz prior to the time that the Client instructs Euroz in relation to such transaction and/or by any notification as disclosed on Euroz's Website: www.euroz.com.au prior to the time that the Client instructs Euroz in relation to such transaction.

26. Governing Law
These terms and conditions are governed by the laws of Western Australia.

27. Electronic Trade Confirmations
By electing to receive Trade Confirmations by email, the Client:

  1. authorises Trade Confirmations to be dispatched to the Client electronically by Euroz;
  2. acknowledges that such Trade Confirmations are subject to:
    1. the Rules, directions, decisions and requirements of ASX and the Clearing Rules and where relevant, the Settlement Rules; and
    2. the customs and usages of the Market; and
    3. the correction of errors and omissions.

28. Termination
This agreement will be terminated by notice in writing to that effect by either party to the other.  Termination will not affect any rights or obligations that have arisen before that time.