Customer Agreement
APPENDIX 5 – CUSTOMER AGREEMENT
Investment Dealer (Discount Broker) Services Agreement
This Investment Dealer (Discount Broker) Services Agreement (“Agreement”) is entered into between:
The client whose details are as per the duly completed and signed registration form (the “Client”),
And
Match Liquidity, a private limited liability company incorporated in Mauritius with company number 180090 GBC and having its registered address at c/o AAA Global Services Ltd, 4th Floor, Iconebene, Rue de L’Institut, Ebene, Mauritius, 80817. (“ML”).
WHEREAS:
1. ML is duly licensed as an Investment Dealer (Discount Broker) by the Financial Services Commission of Mauritius (the “FSC”).
2. The Client wishes to appoint ML as discount broker to provide the Services (as defined below) on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Agreement, the parties hereto agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement unless the context otherwise requires:-
1.2.
| “Broker Fee” | means the fee described or referred to in Clause 5; |
| “Custodial Bank” | means a ‘bank’ as defined in the Banking Act 2004; |
| “Effective Date” | means the date on which the Client opens an account with ML and transfer funds to that account; |
| “Investments” | means assets bought and sold or which may prospectively be bought and sold by or on behalf of the Client Objective; |
| “Services” | means the services described in Clause 2.2 and shall also include any further services agreed to in writing between the Client and ML. |
1.3. In this Agreement, unless the context otherwise requires:-
1.3.1. the singular includes the plural and vice versa;
1.3.2. words importing one gender include the other gender and words importing persons include corporations and unincorporated bodies of persons and vice versa;
1.3.3. references to Recitals, clause and Schedules are to recitals, clauses and schedules of this Agreement;
1.3.4. references to agreements include all renewals, extensions and amendments thereof;
1.3.5. the table of contents and headings in this Agreement are inserted for ease of reference only and shall not affect the interpretation or construction thereof; and
1.3.6. any reference to a statutory provision includes that provision as from time to time modified or re-enacted so far as such modification or re-enactment applies or is capable of applying to any transaction entered into under or in connection with this Agreement.
1.4. The Recitals and Schedules to this Agreement shall form part of this Agreement and the term “this Agreement” shall include all modifications and supplementals hereto agreed to in writing by the parties from time to time and references to “this Agreement”, “herein” and “hereto” shall be construed accordingly.
2. APPOINTMENT
2.1. The Client hereby appoints ML as discount broker and as its agent to open an account in the Client’s name (the “Account”) with ML to purchase or sell securities or investments held in the Account. ML hereby agrees to provide the Services to the Client on the terms on conditions set out in this Agreement.
2.2. Subject to the terms of this Agreement, with effect from the Effective Date, ML shall provide to the Client all services in line with the activities authorized under the Securities (Licensing) Rules 2007 to be provided by an entity holding an investment dealer (discount broker) licence issued by the FSC, namely to execute orders for the Client without giving advice (the “Services”). For the purposes of providing the Services, ML may, upon instructions from the Client:
2.2.1. act as an intermediary in the execution of securities transactions for the Client;
2.2.2. create and designate one or more account or accounts to be established in the name of Client at a designated Custodial Bank for the purposes of executing securities transactions;
2.2.3. receive, accept and deliver securities or other assets, and implement any investment for and on behalf of the Client;
2.2.4. receive payment and make payment for and on behalf of the Client in connection with the purchase or sale of any assets or investments;
2.2.5. keep such accounts and such books and records as may be required by law or otherwise for the proper conduct of the affairs of ML under this Agreement.
2.3. ML shall provide and shall cause its subsidiaries and affiliates to provide the Services exercising the degree of care, priority and diligence as it exercises in performing the same or similar services for itself and its affiliates.
2.4. ML shall provide the Services to the Client on a non-exclusive basis. ML is free to render similar services to others and to retain for its own use and benefit all fees or monies payable thereby.
2.5. Nothing in this Agreement shall preclude the Client from obtaining, in whole or in part, Services from any third party other than ML.
3. CONFIRMATION OF TRADES AND ACCOUNT STATEMENTS.
3.1. ML shall, during the continuance of its appointment hereunder, keep or cause to be kept on behalf of the Client such books, records and statements as may be required to give a complete record of all transactions carried out by ML on behalf of the Client.
3.2. ML shall forward and deliver to Client a confirmation of transaction with respect to its participation in such transaction(s).
3.3. ML shall, or shall instruct the Custodial Bank, to send copies of Client’s confirmations and account statements to Client.
3.4. Client shall carefully review upon receipt all confirmations, statements, and reports that are sent by ML or the Custodial Bank to Client and shall notify ML and/or the Custodial Bank of any discrepancy or unauthorized activity. ML may consider all confirmations, statements, and reports to have been fully accepted by Client as correct and conclusive unless otherwise notified within seven (7) calendar days of receipt. Client understands and acknowledges that due to the volatile nature of the financial markets, Client is solely responsible for any loss that results from Client’s failure to notify ML of any discrepancy or un-authorized activity within the seven (7) calendar day time period stated in this clause 3.4.
4. DELEGATION
4.1. ML shall be at liberty in the performance of its duties and in the exercise of any of the powers, duties and discretions vested in it hereunder to act by its responsible officers for the time being appointed for that purpose and to employ and pay an agent to perform or concur in performing any of the Services required to be performed by it hereunder and may act or rely upon the opinion or advice or any information obtained from any broker, lawyer, accountant, valuer, surveyor, auctioneer or other expert, whether reporting to ML or not, and ML shall not, in the absence of fraud, gross negligence or material default on its part, be responsible for any loss occasioned because of it so acting.
4.2. ML shall be entitled to delegate its functions, powers, discretions, privileges and duties hereunder to any other authorised competent party, firm or corporation including any of its affiliates, and any such delegation may be on such terms and conditions as ML thinks fit.
4.3. Fees charged by any such third parties in respect of the provision of the Services will be fully disclosed to Client on a separate disclosure document or agreement between Client and such third parties. Client will be responsible for paying any expenses or fees of such third parties, and that such expenses and fees shall be separate from the fees payable to ML pursuant to Clause 5.
5. FEES
5.1. As consideration for the provision of the Services, Client agrees to pay the fees listed in the Fee Schedule. All fees will be fully disclosed to Client. The Broker Fee will be used in part to pay the following expenses, namely brokerage commissions, transaction charges & any associated expenses.
5.2. ML will promptly notify Client in writing of any increase or decrease in the Broker Fee. An increase in the Broker Fee will be effective for the Account starting in the next month that begins at least 30 days after ML sends or posts such notice unless the Client notifies ML in writing that the Account is to be closed within such 30 day period, in which case such change in Broker Fee shall come into effect immediately. A reduction in the Broker Fee will be effective for the Account starting in the next month following its reduction. If Client closes the Account, withdraws the entire balance of the Account, or otherwise terminates this Agreement on any date other than the last business day of the month in each case in accordance with clause 5 herein, Client shall pay any outstanding aggregate daily fees for the period from the day immediately following the last day of the last calendar month for which Client has paid, through the effective date of such withdrawal or termination, as of such effective date.
5.3. ML reserves the right, in its sole discretion, to reduce or waive the Broker Fee for certain Client Accounts for any period of time determined by ML. In addition, the Client agrees that ML may waive its fees for the Accounts of other clients other than the Client, without notice to the Client and without waiving its fees for the Client. ML’s compensation is not based on shares of capital gain or capital appreciation of any portion of Client’s assets or funds. Client acknowledges that Client will be responsible for paying any expenses or fees of the types enumerated above, and that said expenses and fees are separate from the Broker Fees charged under this Agreement.
5.4. Client hereby authorizes ML to deduct any fees or expenses payable to ML hereunder from any monies collected or received by it on behalf of the Client. ML may recover from the Clients all fees and expenses due to it under this Agreement, and the Client hereby authorize any Custodial Bank to pay all such amounts directly to ML.
6. INDEMNITY
6.1. Client hereby undertakes to hold harmless and fully indemnify ML against all liabilities, actions, proceedings, claims, costs, demands and expenses whatsoever which may be brought against suffered or incurred by ML by reason of its performance of its duties under the terms of this Agreement or otherwise by reason of their activities on behalf of the Client including all legal fees (on a full indemnity basis) and any other expenses properly incurred and including any such liabilities, actions, proceedings, claims, costs, demands and expenses as shall arise as a result of loss, delay, mis-delivery, interruptions of service or error in transmission of any cable, telex, telefax, telegraphic or other communication (where ML has used all reasonable endeavours to rectify such matters) except such as shall arise from the material default of any of ML’s duties hereunder or fraud, acts of willful default, gross negligence, or material breach of duty on its part. Client acknowledges that there may be delays for interruptions in the use of ML system, including, for example, those caused intentionally by ML for purposes of servicing ML system. In no event shall ML’s liability, regardless of the form of action and damages suffered by the Client, exceed the highest total monthly commissions paid by the Client to ML over the 6 months prior to any incident. Under no circumstances shall ML be liable for any punitive, indirect, incidental, special or consequential loss or damages, including loss of business or goodwill.
6.2. Without prejudice to the generality of the preceding provisions of this Clause, ML will not be responsible for any loss suffered by the Client as a result of any default by any person with whom ML arranges or enters into any transaction on behalf of the Client pursuant to this Agreement, unless such default is the result of ML’s fraud, willful default or gross negligence.
6.3. For the avoidance of doubt it is hereby agreed and declared that reference to ML in this Clause 6 shall be deemed to include reference to the directors, officers, employees and permitted agents and delegates of ML (including any investment adviser) and other affiliates and their personnel.
7. TERM AND TERMINATION
7.1. This Agreement shall become effective on the Effective Date and shall remain in force until notice of termination is given by the Client or ML pursuant to this clause 7.
7.2. Client or ML may terminate the appointment of ML under this Agreement at any time by either party giving not less than fifteen (15) days written notice to the other party.
7.3. Client or ML may, without such notice as is referred to in Clause 7.2, terminate the appointment of ML forthwith at any time by giving notice to the other party in any of the following events:
7.3.1. if the other party goes into liquidation (except voluntary and solvent liquidation for the purposes of reconstruction or amalgamation upon terms previously approved in writing by both parties) or if a receiver or administrative receiver is appointed of the whole or any substantial part of the assets or undertaking of the other party or an administrator is appointed of that party of if that other party convenes a meeting of creditors or makes or proposes to make any arrangements or compositions with or assignments for the benefit of its creditors or cease or threatens to cease to carry on its business;
7.3.2. if the other party shall commit any material breach of its obligations under this Agreement and (if such breach shall be capable of remedy) shall fail to remedy such breach within seven (7) days of receipt of notice served by the aggrieved party requiring it so to do; or
7.3.3. if it becomes unlawful for ML to deal with the Client’s funds.
7.4. On termination of the appointment of ML under the provisions of this clause 7, ML shall be entitled to receive all other fees and other monies accrued up to the date of such termination but shall not be entitled to compensation in respect of such termination and ML shall deliver to Client, or as it shall direct, all books of account, records, registers, correspondence, documents and assets relating to the affairs of or belonging to Client in the possession of or under the control of ML and take all necessary steps to vest in Client or any new manager or dealer or broker any assets held in the name of or to the order of ML on behalf of Client.
8. CONFIDENTIALITY
8.1. None of the parties shall either before or after the termination of this Agreement disclose to any person not authorized by the relevant party to receive the same any information designated as confidential by any party, relating to such party or to the affairs of such party of which the party disclosing the same shall have become possessed during the period of this Agreement, and each party shall use all reasonable endeavours to prevent any such disclosure as aforesaid but such obligations of confidentiality shall not apply where:-
8.1.1. such confidential information is used or disclosed with the prior written consent of the other party;
8.1.2. such confidential information has become public knowledge other than as a result of unauthorized disclosure; or
8.1.3. such confidential information is required to be disclosed to the auditors of the relevant party or to any governmental or regulatory authority or otherwise require to be disclosed by any law or court to which any party may be subject.
9. PERSONAL DATA PROTECTION
9.1. The Client hereby authorizes ML to collect, use, disclosure, transfer and retain his personal data for such purposes as set out in ML’s privacy policy or as permitted by applicable laws or regulations and further authorizes ML to disclose such personal data to such persons and for such purpose as may be necessary or desirable for ML to perform the Services. Client also authorizes ML to disclose any personal or financial information to service providers including without limitation custodians or other broker-dealers and their affiliates, third party managers and their affiliates, account display, performance, or aggregation service providers, and parties maintaining or servicing customer relationship management software or websites.
9.2. Except as provided herein or in ML’s privacy policy, as amended from time to time (which is hereby incorporated by reference), or otherwise agreed to in writing by Client or as required by law, ML will not share information regarding Client’s personal and financial affairs (“Client Data”) with any third party, and ML will use commercially reasonable measures designed to protect Client Data from unauthorized access or disclosure. Draft Privacy Policy Attached
9.3. Client acknowledges that it has received and reviewed ML’s privacy policy and consents to the collection, use and disclosure of Client Data as set forth herein and in the privacy policy.
10. TAX RISKS
10.1. Nothing in this Agreement or any other document received from ML shall be construed as providing any legal, accounting, estate, actuary, or tax advice. The Client shall rely upon its own representatives, including its own legal counsel, personal tax advisor and accountant, as to legal and tax consequences of investing with ML.
10.2. ML assumes no responsibility to Client for the tax consequences of any transaction.
11. NOTICES
11.1. Any notice or other communication required or authorized by this Agreement to be given shall be given in writing and shall be served by hand at or by being sent by prepaid registered post or by electronic delivery or by facsimile transmission or comparable means of communication to the address or the facsimile transmission number of the relevant party as set out below or provided to ML on its system:
CLIENT
Address:
Facsimile:
E-mail:
Attention:
ML
| Address | C/o AAA Global Services Ltd, 4th Floor, Iconebene, Rue de L’Institut, Ebene, Mauritius, 80817. |
| Tel | (+230) 4543200 |
| [email protected] | |
| Attention | Head of Investment Dealer Department |
11.2. Any notices or information given by post in the manner prescribed in Clause 11.1 which is not returned to the sender as undelivered shall be deemed to have been given on the seventh day after the envelope containing it was so posted and proof that the envelope containing any such notice or information was properly addressed, prepaid, registered and posted and that it has not been so returned to the sender shall be sufficient evidence that the notice or information has been duly given.
11.3. Any notice or information sent by facsimile transmission, electronic mail or comparable means of communication shall be deemed to have been duly sent on the date of transmission upon receipt of the transmission report showing due transmission.
12. CLIENT REPRESENTATIONS AND WARRANTIES
12.1. Client represents and warrants to ML and agrees with ML as follows:
12.1.1. Client has the requisite legal capacity, authority and power to execute, deliver and perform his or her obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms. Client’s execution of this Agreement and the performance of his or her obligations hereunder do not conflict with or violate any obligations by which Client is bound, whether arising by contract, operation of law or otherwise. If Client is an entity, the trustee, agent, representative or nominee (the “Client Representative”) executing this Agreement on behalf of Client has the requisite legal capacity, authority and power to execute, deliver and perform such execution and the obligations under this Agreement as applicable. Specifically, if Client is a corporation or partnership, the individual signing this Agreement has been authorized to execute this Agreement by appropriate corporate or partnership action, and if this Agreement is entered into by a trustee or fiduciary, the trustee or fiduciary has authority to enter into this Agreement and that the services described herein are authorized under the applicable plan, trust or law;
12.1.2. For Clients in the form of a corporate entity: If Client Representative is entering into this Agreement, Client and Client Representative understand and agree that the representations, warranties and agreements made herein are made by Client both i) with respect to Client; and ii) with respect to Client Representative;
12.1.3. Client is the owner or co-owner of all cash and securities in the Account opened with ML, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash or securities other than as advised in the disclosure materials associated with such securities;
12.1.4. Client will provide ML with complete and accurate information about Client’s identity, background, net worth, investing timeframe, other risk considerations, any securities from which Client may be or become legally restricted from buying or selling, as requested, and other investment accounts, as requested, in the client profile and will promptly update that information as Client’s circumstances change;
12.1.5. Client agrees to use ML solely for Client’s personal, non-commercial use, and not in connection with any competitive analysis (as determined by ML);
12.1.6. Client represents that it is now, and will remain, in material compliance with all applicable laws and regulations in connection with the activities contemplated by this Agreement. For entity clients: Client represent that they have in place anti-money laundering compliance programs based on and complying with the laws of their respective jurisdictions;
12.1.7. For Client in the form of a corporate entity: The Client’s operations are conducted in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the US Bank Secrecy Act , as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Client conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Client or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the company, threatened;
12.1.8. For Client in the form of a corporate entity: Neither the Client, nor any director or executive officer thereof, nor, to the Client’s knowledge, any employee, agent, affiliate or representative of the Client or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the Office of Foreign Assets Control (“OFAC”) (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria); and
12.1.9. The Client will not, directly or indirectly, knowingly use the proceeds of any transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise);
12.2. Client will deliver to ML evidence of Client’s and Client Representative’s authority on ML’s request and will promptly notify ML of any change in such authority, including but not limited to an amendment to Client’s organizational, delegation or formation documents that changes the information Client provides to ML on opening the Account. Clients shall inform ML of any event that might affect this authority or the propriety of this Agreement. ML shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between Clients who have entered into this Agreement.
12.3. Client covenants that it will abide by all present and future applicable anti-money laundering laws and anti-terrorist financing laws, regulations and related securities commissions or regulators’ rules and governmental guidance. Client further covenants that it will, upon request, provide to ML any documents and information that ML may require to comply with the requirements of the Anti-Money Laundering Law and any similar laws or regulations in effect at that time.
13. RISK WARNINGS
13.1. The Client Should consider the following risks before trading through ML.
13.2. ML does not guarantee a maximum loss that the Client may suffer.
13.3. Trading Equities, Fixed Income, FOREX, Commodities, Derivatives (Futures and Options) and ETFs particularly margin trading, involves the potential for profit as well as the risk of loss which may vastly exceed the amount of money you commit to any trade or transaction.
13.4. Movement in the price Equities, Fixed Income, FOREX, Commodities, Derivatives (Futures and Options) and ETFs are influenced by a variety of factors of global origin many of which are unpredictable. In addition, governments intervene from time to time, directly and by regulation, in certain markets, particularly markets in currencies and interest rate related contracts and derivatives. Such intervention is often intended to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations.
13.5. There are significant movements in the price of Equities, Fixed Income, FOREX, Commodities, Derivatives (Futures and Options) and ETFs which may result in action by the market as a result of which the Client may be unable to settle adverse trades.
13.6. Certain investment strategies or hedging techniques, including those involving ‘spread’ positions or ‘straddles’, may be as risky as taking simple ‘long’ or ‘short’ positions.
13.7. Although financial instruments can be used for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the issues set out in this risk warning. However, this risk warning cannot disclose all of the risks and other significant aspects of such instruments. Clients should not deal in Equities, Fixed Income, FOREX, Commodities, Derivatives (Futures and Options) and ETFs unless they understand their nature and the full extent of their respective exposure to risk and losses.
13.8. The Client may be required to deposit substantial additional margin, at short notice, to hold its positions. If the Client fails to provide funds to hold its positions they may be closed without further reference to you.
13.9. Although financial instruments can be used for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the issues set out in this risk warning. However, this risk warning cannot disclose all of the risks and other significant aspects of such instruments. The Client should not deal in Equities, Fixed Income, FOREX, Commodities, Derivatives (Futures and Options) and ETFs unless they understand their nature and the full extent of their respective exposure to risk and losses.
13.10. Certain investment strategies or hedging techniques, including those involving ‘spread’ positions or ‘straddles’, may be as risky as taking simple ‘long’ or ‘short’ positions.
13.11. Although financial instruments can be used for the management of investment risk, some of these products are unsuitable for many investors. Different instruments involve different levels of exposure to risk and in deciding whether to trade in such instruments you should be aware of the issues set out in this risk warning. However, this risk warning cannot disclose all of the risks and other significant aspects of such instruments. You should not deal in Equities, Fixed Income, FOREX, Commodities, Derivatives (Futures and Options) and ETFs unless you understand their nature and the full extent of your exposure to risk and losses.
14. MISCELLANEOUS
14.1. Nothing contained in this Agreement is intended to, or shall be deemed to establish any partnership between the Client and ML or any of its Affiliates or other clients.
14.2. Client acknowledges that ML may revise this Agreement by sending notice of the revised agreement by e-mail or upon Client log-in to ML’s system. Client’s use of ML’s system after such notice constitutes acceptance of the revised agreement. Each time the Client (or its agent) places an order with ML or utilizes ML system, software or technologies, the Client affirms its acceptance of, and agreement to, the terms outlined in this Agreement.
14.3. No failure or delay by a party to exercise any right or remedy under this Agreement or by law will operate as a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. For the avoidance of doubt, the rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
14.4. The Client agrees to the provision of this Agreement in English and represents that the Client understands its terms and conditions. This Agreement contains the entire agreement between the parties, who have made no other representations or warranties. Any illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability or any other provision of this Agreement.
14.5. The Client may not assign, convey or otherwise transfer any rights, obligations or interests under this Agreement without the prior written consent of ML. ML may assign its rights and obligations under this Agreement upon notice to the Client. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.
14.6. By ticking this box you hereby agree to the terms and conditions of this Terms Business.
14.7. This Agreement shall be binding upon, and inure solely to the benefit of, the Client, ML and, to the extent the Client is an entity, the Client Representative, the officers and directors of the Client and each person who controls the Client and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.
14.8. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the FSC’s office is open for business.
14.9. This Agreement supersedes and extinguishes all prior agreements and understandings (whether written or oral) between the Client and ML, with respect to the subject matter hereof.
14.10. The parties recognize that interest is repugnant to Shariah and accordingly to the extent that Shariah principles apply to them and any legal system would (but for the provisions of this clause) create (whether by contract, by statute or by any other means) any right to receive interest, the parties irrevocably, unconditionally and expressly waive any entitlement to recover interest from each other.
14.11. The Client consents to recording of all telephone conversations. The Client acknowledges ML Privacy Policy and consents to the collection and use of the Client Personal Information as described therein.
15. COMPLAINTS
15.1. If you have a complaint in respect of our Services you can in the first instance write to our Compliance Desk at Compliance Desk Match Securities 4th Floor, Iconebene, Rue de L’Institut, Ebene, Mauritius, 80817.
15.2. Details of our internal complaints policy are available on request. If you are dissatisfied with the result of our complaints procedure you may be able to complain directly to the Financial Services Commission. The contact details of the Financial Services Commission can be found on their website www.fscmauritius.org.
16. ELECTRONIC CONSENT
16.1. Client hereby agrees and consents to have ML deliver or make available electronically all current and future account statements, notices (including privacy notices), letters to Client, regulatory communications and other information, documents, data and records related to the Account (collectively, “Account Communications”). Client acknowledges and agrees that electronic communication from ML will include, among other things, email delivery, and/or the electronic communication of Account Communications pertaining to Client via ML’s website and Client acknowledges and agrees that such email delivery and electronic provision shall be deemed delivery. Client acknowledges and agrees that it is Client’s affirmative obligation to notify ML in writing of any changes to Client’s email address. With respect to e-mail delivery of Account Communication, Client understands that e-mail messages may sometimes fail to transmit properly, including being delivered to SPAM folders. Client further understand that it is responsible for ensuring that any emails from ML are not marked as SPAM and that ML is responsible only to the extent that it sends e-mail messages to Client’s e-mail address of record. Regardless of whether or not Client receives an e-mail notification, Client agrees to check ML’s website on a regular basis for current information and to avoid missing any information that is time-sensitive.
16.2. ML shall not be liable for any interception by any third party of Account Communications. Client acknowledges and agrees that, although ML will not charge additional amounts for electronic delivery, Client may incur charges from its internet service provider or other third parties in connection with the delivery and receipt of Account Communications delivered electronically. In addition, Client understands that there are risks associated with electronic delivery of Account Communications, including the risk of system outages or interruptions, which risks may, among other things, inhibit or delay Client’s receipt of Account Communications.
16.3. Through ML’s website, Client will have access to an archive of all documents received via electronic delivery for a period of seven (7) years.
16.4. Subject to the terms of this Agreement, Client may revoke or restrict consent to electronic delivery of Account Communication at any time by notifying ML in writing of Client’s intention to do so. Client understands that it has the right to request paper delivery of any Account Communication that the law requires ML to provide to Client in paper form. Client understands that if it revokes or restricts consent to electronic delivery of Account Communications or requests paper delivery of the same, ML, in its sole discretion, may: (i) charge Client a reasonable service fee for the delivery of any Account Communications that would otherwise be delivered to Client electronically, and/or (ii) restrict or close the Account. Client understands that neither the revocation or restriction of consent, request for paper delivery, nor ML’s delivery of paper copies of Account Communications will affect the legal effectiveness or validity of any electronic communication provided while Client’s consent is in effect.
16.5. Client’s consent to receive electronic delivery of Account Communications will be effective immediately and will remain in effect unless and until either Client or ML revokes consent per Section 14.4 above. Client understands that it may take up to three (3) business days to process a revocation of consent to electronic delivery. Client acknowledges that it may receive electronic notifications until such consent is processed.
16.6. Client understands and confirms that in order to access, view, and retain Account Communications from ML, Client must have: (i) access to an up-to-date internet browser in order to access the Account, or if accessing through a mobile application, one of the following mobile operating systems: Apple iOS 6.0 or later or Android OS 2.3 or later; (ii) local, electronic storage capacity to retain Account Communications and/or a printer to print them; (iii) a valid e-mail account and software to access it; (iv) an up-to-date device or devices including but not limited to a computer, tablet, or smartphone suitable for connecting to the internet and downloading or accessing websites; and (v) software that enables Client to view files in the Portable Document Format (“PDF”).
17. ELECTRONIC SIGNATURE
Client consents and agrees that his or her use of a key pad, mouse, or other device to select an item, button, icon, or similar act/action while accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions constitutes Client’s electronic signature, acceptance, and agreement and that such electronic signature will meet the requirements of an original signature as if actually signed by Client in writing. Further, Client agrees that no certification authority or other third-party verification is necessary to the enforceability of his or her signature or any resulting contract between Client and ML. At the request of ML, any electronically signed document must be promptly re-executed in original form by Client who executed the electronically signed document. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this section.
18. GOVERNING LAW
18.1. This Agreement shall be construed and governed in accordance with the laws of Mauritius.
18.2. In all judicial actions, arbitrations or dispute resolution methods, the parties waive any right to punitive or consequential damages.
19. ARBITRATION
19.1. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is files.
19.2. Client agrees that any dispute, controversy or claim or grievance between ML, any ML affiliate or any of their shareholders, officers, directors, associates or agents, on one hand, and the Client or, if applicable, the client’s shareholders, officers, directors, associates, or agents on the other hand, arising out of, or relating to, this Agreement or any account(s) established hereunder in which securities may be traded; any transactions therein; any transaction between ML and the Client; any provision of this Agreement or any other agreement between ML and the Client; or any breach, termination or invalidity of such transactions or agreements shall be settled by international arbitration under the International Arbitration Act 2008 of Mauritius (the “IAA”). The award of the arbitrator shall be final and judgment upon the awards rendered may be entered in any court having jurisdiction.
19.3. The provisions of the First Schedule to the IAA shall apply to the arbitration.
19.4. The arbitration shall be conducted pursuant to the Arbitration Rules of the Arbitration and Mediation Center of the Mauritius Chamber of Commerce and Industry.
19.5. The number of arbitrator shall be one.
19.6. The juridical seat of arbitration shall be Mauritius.
19.7. The language to be used in the arbitral proceedings shall be the English language.
19.8. Any dispute, controversy or claim shall be kept confidential and any proceedings before the Supreme Court of Mauritius in relation thereto shall, with the agreement of all parties, be heard in private.
By signing this Agreement, the Client acknowledges that the Client has received, read and understood the terms thereof
