THESE ARE NOT THE ENTIRE CONTRACT TERMS
FOR THE ACCOMPANYING SYSTEMS SOFTWARE USAGE. PLEASE CLICK
BELOW TO SEE THE REST OF THE CONTRACTUAL TERMS RELATING TO
THE USE OF THE SOFTWARE AND THE SYSTEMS. DO NOT INSTALL OR
USE THE SYSTEMS SOFTWARE UNTIL YOU HAVE READ, UNDERSTOOD AND
ACCEPTED THE TERMS AND CONDITIONS APPLICABLE TO USING THE
SYSTEMS SOFTWARE. BY ENTERING YOUR USER NAME AND USER PASSWORD
YOU ACKNOWLEDGE AND ACCEPT THAT YOU KNOW, UNDERSTAND AND ARE
HEREBY CONTRACTUALLY BOUND TO THE TERMS AND CONDITIONS APPLICABLE
TO THIS ONLINE DERIVATIVES TRADING APPLICATION. IF YOU DO
NOT UNDERSTAND ANY OF THE TERMS AND CONDITIONS SET OUT BELOW,
OR IF ANY PART IS UNACCEPTABLE TO YOU, DO NOT ENTER YOUR USER
NAME OR USER PASSWORD, BUT LOGOFF AND CONTACT SIGNAL FUTURES
(PTY) LTD AT TELEPHONE NO +27 21 434 7554 OR FACSIMILE NO
+ 27 21 434 7386.
| 1. |
I understand and accept the strict application
of these Terms and Conditions to the use of any Signal
Futures (Pty) Ltd User Name and User Password allocated
to me. I confirm that all information and instructions
furnished by me and inserted by me on this form are correct
and that I shall have no claim against Signal Futures
(Pty) Ltd (hereafter referred to as “SGN”)
in the event of any such information or instructions being
incorrect. I further undertake to notify SGN in writing
should any of the said information or instructions change
at any time in the future, as from the date first furnished. |
| 2. |
I am aware that my SGN User Name and User
Password shall entitle me to use SGN's Online Trading
Application (hereafter referred to as the “OTA”),
all of which are made available to me following my downloading
of the application software, which grants me access to
the relevant application engine for accessing the OTA. |
| 3. |
I acknowledge that: |
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3.1. |
I am aware that I may link to my User Name
only bank or other accounts/funds over which I have direct,
lawful and personal control. I undertake to produce proof
that I hold power of attorney over any other accounts/funds
which I wish to be linked to my User Name; |
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3.2. |
Any of the facilities made available by
SGN under the OTA may be modified, replaced or withdrawn
by SGN at any time, with no notice to me and without SGN
incurring any liability to me whatsoever as a result thereof; |
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3.3. |
SGN shall not be liable to me, directly
or indirectly, for any breakdown or failure of any equipment
or medium of access to the OTA, or any failure thereof; |
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3.4. |
SGN or its relevant clearing house are entitled
to effect an electronic funds transfer in respect of the
accounts of which the numbers are linked to my User Name
or provided in a payment/trading instruction.
I acknowledge further that SGN shall not be obliged to
verify any information regarding instruments traded by
me, destination account numbers, parties’ names
or the amounts involved in any instruction. In the event
of a discrepancy in trading details or in a payment instruction
between the destination account number and the name of
the other trading party concerned, the destination account
number shall prevail.
SGN have no trading verification, record keeping, dispute
resolution,or any other obligation or function whatsoever
in any way relating to any trading undertaken by me in
terms of the OTA, including disputed trades or similar
circumstances; |
| |
3.5. |
When I make use of SGN's OTA, the User Name
and User Password issued to me is intended to provide
access to the OTA and my accounts or funds and I therefore
agree, at my own risk, to: |
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|
3.5.1. |
change the USER PASSWORD issued to me immediately
on using the OTA for the first time (and on a regular
basis thereafter) to a User Password of my choice; |
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|
3.5.2. |
ensure the safe-keeping and confidentiality
of my User
Password; |
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|
3.5.3. |
notify SGN immediately on becoming aware
that my User Password may have become available or accessible
to an unauthorised person or entity; |
| |
3.6. |
the use of the OTA shall in
no way vary any aspect of the Safex Client Agreement signed
by me prior to entering into this agreement.
It is understood and agreed that the terms of the Safex
Client Agreement (hereafter referred to as the “Safex
Agreement”) entered into between SGN and me shall
in all respects remain valid and binding.
However, should there be any discrepancy or inconsistency
between this agreement and the Safex Agreement, this agreement
shall prevail.
In particular I agree that: |
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|
3.6.1. |
the use of the OTA, or any
part thereof, shall not entitle me to overdraw on any
account, unless prior written arrangements have been made
with SGN, and then only in terms of such arrangements; |
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|
3.6.2. |
the limits allocated by SGN
to my accounts shall not be
exceeded; |
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3.7 |
when I make use of SGN facility
or OTA via the Internet, I shall: |
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|
3.7.1. |
obtain and maintain the hardware
and software ("equipment")
required to access SGN's OTA; |
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|
3.7.2. |
ensure that my equipment is
fully compliant and capable of
accommodating any change in the specifications of the
OTA advised to me by SGN from time to time; |
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|
3.7.3 |
read and take cognisance of
the information and recommendations accessible on the
SGN Internet site about security and my role therein.
I acknowledge further that: |
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|
|
3.7.3.1. |
any failure on my part to follow the recommended
security
procedures may result in a breach of my SGN User Name’s
confidentiality and may lead to unauthorised transactions
between accounts linked to my SGN User Name; |
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|
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3.7.3.2. |
any software downloaded by me from the
Internet, whether
from SGN's Internet site or not, is third-party software,
the licensing of which shall be subject to such terms
and conditions as the licensor of such software may impose.
SGN is not a party to any licence agreement entered into
by me and thus makes no warranties relating to such software,
including without limitation, warranties relating to suitability
for a particular purpose, security features or performance.
I understand that the use of any software shall be at
my own risk and I hereby absolve and hold SGN harmless
against any loss or damage that I may suffer as a result
of the use, abuse or possession of such software. |
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|
|
3.7.3.3. |
without derogating from the provisions
of clause 3.7.3.2., I am aware that the use of such third
party software may be illegal in jurisdictions outside
the Republic of South Africa and/or may infringe certain
third party intellectual property rights in such jurisdictions.
I understand that, should I use any third-party software
outside the boundaries of the Republic of South Africa,
it shall at all times be incumbent upon me to ascertain
the legality of such use and to obtain all necessary licences
and permissions from the relevant parties.
I accordingly absolve and hold SGN harmless against any
and all liability that I may incur in this regard. |
| 4. |
I understand and accept that: |
| |
4.1. |
I may link a business account
or an account requiring multiple signatures to my User
Name only if I submit to SGN a formal resolution to this
effect; |
| |
4.2. |
once SGN has received and/or
implemented an instruction given by me via any of the
OTA, whether actively or passively, I shall not be entitled
to countermend or amend such instruction. |
| |
4.3. |
SGN may at any time prescribe
a financial or other limit to the transactions I may undertake
in terms of this agreement. SGN further reserves the right
at any time to close client positions which it deems unsuitable
in its sole discretion. Such reservation of rights are
more fully set out in the Safex Agreement. |
| 5. |
I hereby warrant that every instruction
and all information given to SGN shall be accurate, correct
and in accordance with SGN's prescribed procedures. |
| 6. |
SGN shall: |
| |
6.1. |
not be required to inquire into the authority
of any person using the OTA, or any part thereof; |
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6.2. |
be authorised to debit my accounts, by way
of an electronic draw down effected by ABSA Futures Clearing,
or any other clearing entity contracted by SGN, with the
amounts required to establish an initial call account
and furthermore for all transactions effected via the
OTA, or any part thereof, except amounts in respect of
unauthorised use after receipt by any branch of SGN of
written notice by me in terms of clause 3.5.3; |
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6.3. |
be entitled to debit my accounts with the
amount of any fees payable to SGN from time to time for
the use of the OTA, or any part thereof. |
| 7. |
I hereby indemnify SGN against any demand,
claim or action against it relating to or in connection
with my use of the OTA, or part thereof, whether directly
or indirectly, unless such demand, claim or action shall
have arisen from the proven gross negligence or wilful
misconduct of employees of SGN or any of its directors
or representatives authorised in writing (in all of which
cases the matter shall be dealt with on its legal merits). |
| 8. |
Any demand, claim or action arising against
SGN in terms of clause 7 shall be limited to my direct
damages and, without limiting the generality of the clause,
I agree that SGN shall not be liable for: |
| |
8.1. |
any amount that is not part of the actual
amount of a transaction; |
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8.2. |
any indirect, special or consequential damages; |
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8.3. |
any loss or damage occasioned by my (or
my representative’s) failure to adhere to these
terms and conditions and/or any incorrect information
furnished by me (or my representative), including any
failure by me or my representative to adhere to the terms
and conditions of clauses 3.5 and 3.7; |
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8.4. |
any loss or damage occasioned by the failure
or unavailability of third parties’ facilities or
software or hardware or other systems, or the inability
of any third-party to process a transaction, or to adhere
thereto.
For the purposes of this clause, “third-parties”
include, without limitation, the JSE ( Securities Exchange
South Africa), Telkom SA Limited, the South African Post
Office Limited, the Automated Clearing Bureau (Proprietary)
Limited, the Building Societies Data Bureau (Proprietary)
Limited and any and all financial institutions where the
destination accounts are, or were to be, kept, as well
as any person, legal entity or trust with whom I have
executed a trade or have attempted to execute a trade; |
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8.5. |
any loss or damage that may arise from the
use, misuse, abuse or possession of any third-party software,
including, without limitation, any operating system software,
browser software, or any other software packages or programmes; |
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8.6. |
any failure or unavailability of the OTA,
or any part thereof, or failure by SGN to perform any
clear duty or a transaction as a result of the loss or
destruction of data, the deterioration or corruption of
storage media, power failures, natural phenomena, riots,
acts of vandalism, sabotage, terrorism or any other event
beyond SGN's direct control; |
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8.7. |
any inability or omission of a financial
institution where a destination account is kept to process
a transaction; |
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8.8. |
any destruction or accessing of my data
or any destruction or theft of, or damage to, any of my
equipment; |
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8.9. |
any unauthorised access to my accounts or
any breach of security; |
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8.10. |
any trading losses of any nature, incurred
by me, directly or indirectly, by virtue of any trading
activities undertaken by me in any instruments or products
listed by JSE ( Securities Exchange South Africa), or
in any over the counter products or similar instruments,
via the OTA directly or indirectly. I acknowledge and
understand that derivatives markets are highly volatile
by nature and investment in these carry a substantial
risk of loss. |
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8.11 |
any losses found within the SGN suspense
account allocated to me or the
entity which I am representing.
** Any profit within the same account shall be for my
benefit or for the
entity which I am representing. ** |
| 9. |
I acknowledge that, should I breach any
of these terms and conditions, SGN shall be entitled,
without notice, to cancel this agreement and withdraw
the facilities under the OTA with immediate effect, without
prejudice to any rights it may have to recover any amounts
due to it or any losses or any damages suffered
by it in consequence of my breach. |
| 10. |
I shall be entitled to cancel my SGN User
Name at any time,
provided that I give SGN at least 30 (thirty) day’s
written notice of my
intention to do so. |
| 11. |
I acknowledge that I shall not be entitled
to cede, transfer or alter my rights to the facilities
of the OTA, or any part thereof, or any other rights flowing
from this agreement, to any other person. |
| 12. |
Should I make use of SGN's OTA, I acknowledge
that I shall be responsible for all steps necessary to
acquire access to the Internet and for ensuring the security
and confidentiality of such method of access. I acknowledge
further that SGN shall not be liable for any loss or damage
whatsoever which I may suffer as a result of the use,
misuse or abuse of my Internet access. |
| 13. |
I irrevocably undertake and warrant that
I shall not make any claim or institute any action against
SGN should I incur any injury, loss or damage, whether
directly or indirectly, arising from the use, misuse or
abuse of my Internet access or the OTA. |
| 14. |
Should any dispute arise at any time between
SGN and me relating to any matter arising strictly out
of any use of the OTA, such dispute shall be finally resolved
in accordance with the rules of the Arbitration Foundation
of Southern Africa by an arbitrator appointed by the Foundation. |
| |
14.1. |
In pursuance of clause 14, I agree that: |
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|
14.1.1. |
either I or SGN may demand that a dispute
be
referred to arbitration by giving written notice to that
effect to the
other party; |
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|
14.1.2. |
this clause shall not preclude
either me or SGN from
obtaining interim relief on an urgent basis from a court
of
competent jurisdiction pending the decision of the arbitrator; |
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14.1.3. |
the arbitration referred to
in 14 shall be held: |
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14.1.3.1. |
at Cape Town in the English language; and |
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14.1.3.2. |
immediately and with a view to its being
completed within
21 (twenty-one) days after it is demanded; |
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14.1.4. |
I irrevocably agree that the decision in
arbitration proceedings: |
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14.1.4.1. |
shall be final and binding upon me; |
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14.1.4.2. |
shall be carried into effect; |
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14.1.4.3. |
may be made an order of any court of competent jurisdiction. |
| |
14.2. |
This clause (14) is severable from the rest
of these Terms and Conditions and shall remain valid and
binding on me notwithstanding any cancellation by me of
my SGN User Name or any withdrawal by SGN of the OTA,
or any part thereof, and/or my SGN User Name. |
| 15. |
This agreement, its interpretation and termination
shall be governed by and construed in accordance with
the laws of the Republic of South Africa and all disputes,
actions and other matters relating thereto will be determined
in accordance with such law. The parties hereto consent
to the non-exclusive jurisdiction of the High Court of
South Africa (WLD), subject however to the provisions
of clause 14 above. |
| 16. |
Notwithstanding the foregoing terms and
conditions, I acknowledge and accept that SGN may from
time to time amend such Terms and Conditions, insofar
as they relate to my use of the SGN OTA. I therefore confirm
that: |
| |
16.1. |
I am aware that all such changes shall be
reflected in the Terms and Conditions published on SGN's
Internet site; |
| |
16.2. |
by entering my User Name and User Password
to gain access to SGN OTA, I thereby bind myself to the
Terms and Conditions in force at that time, and from time
to time, as they appear on SGN's Internet site. |
| 17. |
Installation, reproduction, transmission
or any form of use of the OTA
by me shall for all purposes be deemed to be an acceptance
action of the
Terms and Conditions binding me in terms of this agreement,
which incorporates the provisions of the Safex Agreement. |
