Terms and Conditions

The following terms and conditions (“Terms”) will apply to all accounts. Any Order placed by you will constitute assent to be bound by these Terms. We may vary these Terms at any time after giving you 7 day notice of the changes. Any additional or different Terms stipulated by you or set out in any communications from you will not be effective or binding upon us unless agreed by us in writing.

Any other services which we provide are subject to separate terms and conditions that are provided to you separately if you wish to utilise those services. In the event that there is inconsistency between these Terms and the terms and conditions of another financial service or other Financial Product, the other terms and conditions shall prevail.

Each detailing between you and us is also subject to the provisions of the relevant Contract Note issued by us and if there is any conflict between these Terms and those provisions, the provisions of the Contract Note shall prevail.

Any additional or different terms stipulated by you or set out in any communications from you will not be effective or binding upon us unless agreed by us in writing.

1. Authority

You represent and warrant that you have the authority and power necessary to place Orders with us under these Terms, that you will comply with all applicable laws and, if you are an individual that you are over the age of 18. If acting under Power of Attorney, you acknowledge and agree that you have not received any revocation of the Power of Attorney by death of the guarantor or otherwise.

You acknowledge and agree where appointed; an Authorised Representative can act on a client’s account in all matters as if they were the client (excluding any instructions to alter that client’s personal information or to open an account with us in that capacity)

You acknowledge and agree that any money payable to you by us will be remitted to a client’s or beneficiary’s bank account and not to an Authorised Representative or trustee or will be paid by cheque addressed to a client or beneficiary. You further agree any holding will be registered in the name of a client or beneficiary.

2. INVESTMENT NEEDS AND FINANCIAL POSITION

(a) You have disclosed your investment objectives, financial position and particular needs (your “relevant personal circumstances”) to us to assist us to provide advice or make recommendations suitable to your individual situation (“Personal Advice”). You also agree to promptly notify us of any changes to your relevant personal circumstances. You warrant that any information which you provide to us is true and correct.

(b) You acknowledge that full disclosure of your relevant personal circumstances has been requested by us.

(c) You further acknowledge that if you do not give all the details requested by us in relation to your relevant personal circumstances, or fail to promptly notify us of changes in relation to your relevant personal circumstances that:

(i) we can only give you limited advice which may not suit you. Limited advice may be based on incomplete or inaccurate information relating to your personal circumstances and because of this, you should, before acting on the advice, consider the appropriateness of the advice having regard to your relevant personal circumstances; and

(ii) this may impair your rights; and

(d) If you do not provide us with your relevant personal circumstances, you acknowledge and agree that we will only provide you with General Advice, meaning that we have not taken into account any of your individual characteristics or needs. When we provide General Advice, you must consider the appropriateness of the advice, having regard to your objectives, financial situation and needs and you must read the relevant prospectus in full and consider it before making any decision. Further, you should make your own decision on whether the investment suits your needs. You acknowledge that we will not be liable for any advice given if the investment does not suit your needs.

3. ORDERS AND EXECUTION

(a) Either you or your Authorised Representative may place Orders with us verbally or in writing (including electronically see clauses 12 and 13). Each Order we execute for you, where applicable, is subject to the Rules, the directions, decisions and requirements of the SPX or Other Nominated Exchanges, as applicable, the customs and usages of the Market (each as amended from time to time) and the correction of errors and omissions.

We reserve the right to refuse to accept or place a limit on any Order in our absolute discretion for any reason. We will not be responsible for confirming the receipt of instructions or verifying the authenticity of your instructions.

(b) You agree we can provide Contract Notes in paper or electronic form. You agree all confirmations will be provided to you as an accumulated weighted average price of two or more Transactions or two or more Orders relating to you where there are two or more Transactions or two or more Orders relating to you at the time we provide you with Contract Notes.

(c) You acknowledge we may submit orders for other clients and/or an order for our own account or our affiliates or other prescribed persons and allocations shall be in accordance with our allocation policy, available from your Advisor. We reserve the right to change the allocation policy at any time without notice to you.

(d) You acknowledge we are entitled to cancel or reverse a Transaction or Order without notice to you or your consent where SPX or an Other Exchange, RBF or another regulatory authority, has recommended or required cancellation for market integrity reasons, or where the market was operating under an error, or where the cancellation or reversal is permitted under the Rules.

4. Short Selling

You warrant you have a presently exercisable and unconditional right to have the securities vested in you prior to placing any sell order. If you wish to short sell you must enter into a separate agreement with us prior to any short sale and notify us at the time of placing your order that the securities are being sold short. If you wish to short sell you must enter into a separate agreement with us prior to any short sale and notify us at the time of placing your order that the securities are being sold short.

5. Client as Principal

In placing an order, you acknowledge that we will be acting as your agent and that you will be acting as principal and not as agent for any other party. All transactions will be undertaken on the basis that you undertake as primary obligor all obligations with respect to the execution of any order.

6. Joint Accounts

If your account is in two or more names, the liabilities of all parties are joint and several and, unless you tell us otherwise, we are entitled to accept instructions from any one of the persons named in the account. You acknowledge that we are under no obligation to inquire into or see to the application or disposition of the securities or money.

7. Recording Conversations

You acknowledge that we may record our telephone conversations with you and if there is a dispute, you may listen to any such recordings in respect of that dispute. Telephone tapes are generally retained for a short period and may be reviewed for quality control purposes by us

8. Your Money

Any funds received by us from you will be held in trust unless otherwise directed by you in writing. You are not entitled to any interest earned on money held in trust for you. Any such interest will be retained by us.

9. Fees and Charges

You agree to pay us on demand:

(a) all transaction fees and charges, including our commission and other duties and taxes payable;

(b) all amounts incurred by us as a result of your default under these Terms, and the Rules, to settle or otherwise (including fail fees);

(c) any default charge which we levy as a result of your default under these Terms, which is charged using the method and basis that we determine from time to time; and

(d) interest on any overdue amounts, which is charged using the method and interest rate we determine from time to time.

10. Settlement

(a) You agree to settle transactions prior to the settlement date shown on the Contract Note and to deliver to us funds to cover any payment for the acquisition of Securities and/or any instruments or documents of title for the disposition of securities.

If you fail to deliver such documents to us by the date on the Contract Note, we may acquire equivalent securities at your expense to make good your default. If no date or time is shown on the Contract Note, it is 9.00 am (Suva time) on the second Business Day after execution of the transaction.

(b) Subject to clause 11, unless otherwise agreed we will pay to you within 5 business days of the settlement date, the net proceeds of the sale of any securities;

(c) Unless otherwise agreed we will forward to your postal address by ordinary mail within 5 business days of their receipt any instruments or documents of title of any securities you have acquired;

(d) Where we hold funds in our trust account we will, unless otherwise agreed, pay proceeds in accordance with your settlement instructions to you within 5 business days of receiving your request;

(e) Where we hold instruments or documents of title for securities we will return them to you within 5 business days of receiving your request;

(f) Proceeds from the sale of securities and any other financial product not listed on the South Pacific Stock Exchange Pte Limited will be paid to you within 5 business days of being received by us.

11. Rights Over Funds & Securities

We are entitled to retain any securities or sums due to you pending payment of any sums due to us and to set off sums due to us against amounts that we hold for you in any account. If you fail to make payment to us we have a general lien over and power to sell or realise any securities we or a related body corporate hold for you.

12. Facsimile Documents

If you provide documentation or instructions by way of facsimile, you agree to release South Pacific Stock Exchange Pte Limited and its members and its related companies from, and indemnify them against, all losses and liabilities arising from any payment made or action taken by South Pacific Stock Exchange Pte Limited and its members and its related companies based on any documentation or instruction (even if not genuine) that is received and which bears a signature apparently yours or that of an authorised signatory.

You also agree that neither you nor anyone claiming through you has any claim against South Pacific Stock Exchange Pte Limited and its members and its related companies in relation to these payments or actions.

13. Electronic Instructions

You acknowledge and agree that the broker may in its absolute discretion refuse to accept instructions by way of e-mail or other electronic means. You also acknowledge that e-mail transmissions may be incomplete or delayed and broker takes no responsibility for any errors or delays suffered as a result of sending e-mail instructions.

If you provide instructions by way of e-mail or other electronic means, you agree to release broker and its related companies from, and indemnify them against, all losses and liabilities arising from any payment made, action taken or failure to act by broker based on any instruction (even if not genuine) that is received from any e-mail or other electronic address, which you have identified to broker as belonging to you or an authorised person.

You also agree that neither you nor anyone claiming through you has any claim against broker and its related companies in relation to these payments, actions or failures.

14. Execution Only Account

If your account is designated an execution only account, you acknowledge that:

(a) we will not provide you with any legal, taxation, financial or accounting advice, or advice regarding the suitability or profitability of any securities or investment and we do not know your current financial situation, investment objectives or particular needs;

(b) it is your responsibility to obtain investment advice from sources other than ourselves before making any investment decisions; and

(c) we will have no liability with respect to the transactions (including any diminution in value) in or for your account and your investment decisions.

15. Financial Adviser Client

If you are a client of another financial adviser, you acknowledge and agree that:

(a) orders placed with us will be carried out on an execution only basis and we will not provide you with any Personal Advice or recommendations relating to the merits of any securities;

(b) your financial adviser (not us) is responsible for giving Personal Advice to you in relation to the relevant financial product and your adviser is required to obtain information concerning your investment objectives, financial situation and particular needs to ensure that he or she has a reasonable basis for recommendations made to you;

(c) any General Advice or recommendations provided by us will be made only to your financial adviser who will assess the suitability of any such advice or investment recommendations based on your investment objectives, financial situation and particular needs.

16. Payments of Rebates

If you are a client of a financial adviser or you have been referred to us by another person; they may receive a benefit including a share of the brokerage arising from the transaction.

17. Disclosure of Interest

You acknowledge that we may execute Orders for you in circumstances where we or our associates:

(a) hold a principal position or deal in the securities;

(b) provide similar services to other persons in relation to the securities;

(c) are allocated a sale or purchase of securities when we have an unexecuted Order on the same terms from you;

(d) take the opposite position in a Transaction (including a crossing) either acting for another client or on our own account;

(e) sponsor or underwrite a new issue involving the Securities;

(f) have material price sensitive information relating to Securities where the individuals processing your Order are prevented from knowing or taking into account such information by reason of Chinese Walls; or

(g) have a potential conflict of interest of which you are not aware and which we are unable to disclose to you.

18. Online Shareholder Portal

While agreeing to allow the Central Share Registry Limited (CSRL) to register you for the Online Shareholder Portal, you undertake to read the Terms & Conditions of Use and agree to the terms and conditions of use of the Online Shareholder Portal. You also agree to change the first time password issued to you upon registration to a password of your choice and agree that you are responsible for the security of your login details and that you will keep your login details confidential. The Terms & Conditions of Use is available on the CSRL website: www.csr.com.fj.

19. Privacy Rights

We will keep all your information confidential and will not disclose it without your consent except as required by law, as is necessary to execute, settle and register your order or for credit reporting purposes. We will provide a copy of this document to South Pacific Stock Exchange Pte Limited and the Registrar of the Company or its agent for settlement and registration purposes. We may give certain personal information about you to a credit reporting agency.

This includes:

(a) your identity details (your name, sex, date of birth, your current and previous addresses, your current or last known employer and your driver’s licence);

(b) the fact that you have applied for credit and the amount;

(c) the fact that we are a credit provider to you;

(d) payments overdue for at least 60 days, and for which collection action has commenced;

(e) advice that payments are no longer overdue;

(f) cheques drawn by you which have been dishonoured more than once;

(g) in specified circumstances, that in our opinion you have committed a serious credit infringement; and

(h) that the credit provided to you by us has been paid or otherwise discharged.

By entering into this agreement you acknowledge and agree that:

(a) We have informed you that we will provide a copy of this document to South Pacific Stock Exchange Pte Limited and the Registrar of the Company or its agent for settlement and registration purposes;

(b) we have informed you that we may give certain personal information about you to a credit reporting agency;

(c) in order to assess your application for personal credit, you agree to us obtaining a report about your commercial activities or commercial credit worthiness, from a business that provides information about the credit worthiness of persons; and

(d) in order to assess your application for commercial credit, you agree to us obtaining from a credit reporting agency a credit report containing personal credit information about you in relation to commercial credit provided by us.

20. Indemnity

You indemnify us for all sums of money, actions, proceedings, suits, claims, demands, damages, costs, expenses and any other amounts whatsoever arising out of any Order or transaction or any default by you under these Terms, or anything lawfully done by us in accordance with these Terms or at your request, or by reason of us complying with any direction, request or requirement of the Rules, or by any regulatory authority including the SPX or an Other Exchange.

21. Currency

All currency exchange risks in respect of your Transactions will be borne by you. Any conversion from one currency to another required to be made by us to perform or enforce any Transaction may be effected by us in the manner and at the time as we in our absolute discretion decide.

22. Termination

Either party may terminate these Terms by notifying the other in writing of its intention and Termination will be effective on the date of receipt of the written notice. Termination of these Terms does not affect any rights or obligations that have accrued before that time. On Termination we will close out all open contracts unless you direct us to transfer the registration of the contracts to another party

23. Governing Law

These Terms are governed by and construed in accordance with the law of the Republic of Fiji and the parties submit to the nonexclusive jurisdiction of the courts of the Republic of Fiji.

24. Severability

Each part of these Terms is severable from the balance of these Terms and if any part of these Terms is illegal, void, invalid or unenforceable, then that will not affect the legality, effectiveness, validity or enforceability of the balance of these Terms.

25. Time of Essence

Time is of the essence with respect to these Terms.

26. Complaints

If you have a complaint about any of our financial services please contract us directly. If you are not satisfied with our response you may complain to the South Pacific Stock Exchange Pte Limited.