(ACN: 007268386 AFSL: 300767)
17 December 2021
1. Introduction 3
2. The Services Provided by TBAU and Dealing Between You and Us 3
3. Opening an Account 4
4. Joint Account 4
5. Order and Confirmation 5
6. Knowledge of Securities, Warrants and Options, Corporation Actions 6
7. Settlement 7
8. Records, Reports and Communications 8
9. Client Money and Account 9
10. Custody 9
11. Security Interest 10
12. Default 10
13. Commission, Fees, Expenses and Currency Conversion 11
14. Quotes, Market Information, Research and Internet Links 12
15. License for Using TBAU’s Software 12
16. Disclaimer 13
17. Privacy Protection and Confidentiality 13
18. Client to Maintain Alternative Trading Arrangements 14
19. Disclosure Statement 15
20. Limitation of Liability and Indemnity 15
21. Amendment and Termination 16
22. Representations and Warranties 16
23. Anti-Money Laundering and Counter-Terrorism Financing 17
24. Miscellaneous 18
25. Definitions and Interpretation 19
1.1 This Client Agreement is between you, the client and us, Tiger Brokers (AU) Pty Limited (ACN: 007268386 AFSL: 300767). We refer to ourselves as ‘TBAU’, ‘we’, ‘our’, ‘us’ and ‘ourselves’ as appropriate, and the client is referred to as ‘you’, ‘your’, ‘yours’ and ‘yourself’ as appropriate. Unless proposed by TBAU’s manager in writing, this Agreement will not be altered or waived. You cannot alter or waive any part of this Agreement. You confirm that TBAU may alter this Agreement upon sending out the notice of agreement alteration by email or your login. Your use of our Services is deemed as your acceptation of the altered agreement. Prior to use of our Service, you should carefully read this Agreement and may become TBAU’s client after observing all of its terms. On using the functions of our Platform, you are subject to this Agreement. This Agreement governs all Orders and Instructions of buying or selling Financial Products received from you, all Transactions entered into by TBAU on your behalf and the custody of Financial Products bought on your behalf or transferred to us on your behalf and includes the terms and conditions set out in our Financial Services Guide. Where there is a conflict between the terms of this Agreement and the Financial Services Guide, the terms of this Agreement will apply except where otherwise required by law.
1.2 Under this Agreement we provide the Services and you appoint TBAU as your agent for the purposes of providing the Services to you in accordance with this Agreement. You acknowledge and agree that TBAU may:
a) act as your agent, for the execution or arranging the execution of Orders and Transactions on your behalf;
b) act as your custodian, for any money and Financial Products held by TBAU for you.
1.3 For any obligations you owe for a Transaction entered into by TBAU or any third party on your behalf or in your name, you appoint TBAU and each of our representatives, officers and employees as your attorney with full power of substitution in order to execute or procure any document, security holder information or settlement monies and deliver any documents, security holder information and settlement monies required to the entity responsible for settlement. TBAU may delegate certain obligations under this Agreement to our affiliates and third parties.
1.4 We will take reasonable steps to provide you with a clear explanation of all fees, charges and taxes you will need to pay before you begin to provide Instructions for buying or selling Financial Products to us.
1.5 Our Services may not be suitable for everyone. There is a potential possibility of loss in investing in Financial Products. The historical performance of any Financial Product cannot guarantee its future performance or return. Your gain or loss cannot be guaranteed, especially during a market downturn. Financial Product Transactions in a foreign market may be speculative and have high risks. In addition, there are special trading risks for normal Transaction times, including low-flow risk, high-volatility risk, price-changing risk, the market failing to be connected, news announcements and larger spreads that can have an effect on the price of a security. You should obtain full knowledge and understanding of the risks of Financial Product Transactions, and be able to take these risks before using our Platform and the Services. You acknowledge that the price of Financial Products can and does fluctuate, sometimes dramatically, and that any individual Security may experience upwards or downwards movements, and may even become valueless. There is an inherent risk that Losses may be incurred rather than profit and as a result of buying and selling Financial Products.
The directors, employees and agents of TBAU and our related parties do not guarantee the authenticity, sufficiency, timeliness, reliability, completeness and effectiveness of the information relating to Financial Product Transactions unless required by law. All information, data and materials provided by TBAU to you are for reference only. By using our Platform, you confirm that you recognise and accept the fact that the Transactions made through the Platform cannot be free from risks and that risks arising from trading will be borne by you. TBAU is not responsible for your investment risk and Loss.
1.6 You represent, declare and confirm that, to the best of your knowledge, you have not committed or been convicted of any serious crimes, and undertake that you will notify TBAU immediately upon any such commitment or conviction (or any development reasonably likely to result in any such commitment or conviction).
2. The Services Provided by TBAU and Dealing Between You and Us
2.1 This Agreement explains:
a) how we receive and handle Orders and Instructions for buying or selling Financial Products received from you; and
b) how we hold money and Financial Products on your behalf.
2.2 This Agreement governs each Instruction of buying or selling Financial Products received from you issued or outstanding, each Transaction entered into by TBAU on your behalf and all money and Financial Products held by us on your behalf under this Agreement.
2.3 Under this Agreement our dealings with you will be carried out by us on a no-advice basis and you agree that, unless otherwise stated in this Agreement, we are under no obligation:
a) to satisfy ourselves as to the suitability of any Financial Products or Transaction for you;
b) to monitor or advise you on the status of any Financial Products;
c) to monitor or advise you on the status of any Financial Products held by us on your behalf; or
d) to cancel any Financial Products or to deal or sell any Financial Products you have bought and that we hold on your behalf, except where the Applicable Regulations require.
2.4 TBAU is not authorised to provide personal advice. We can only provide you with factual information, and in certain circumstances, we may provide general financial product advice. If you want personal financial product advice, we recommend that you consult with a financial advisor that takes into account your investment objectives, financial situations and needs. We will not provide you with any other form of advice such as legal, investment or regulatory advice. Nothing stated on our Platform or website, product, community or communication group is a recommendation or solicitation to buy or sell Securities or other Financial Products.
2.5 We may provide information for any Financial Product, Instruction to deal or Transaction about which you have enquired, particularly regarding procedures and risks attaching to that Financial Product, Instruction to deal or Transaction by way of factual information. However, we are under no obligation to disclose this information to you and the information will not constitute Financial Product Advice. If a representative employed by us makes a statement of opinion regarding any Financial Product, Instruction to deal or Transaction, you agree that it is not reasonable for you to, nor will you be entitled to, rely on the statement, and that it does not constitute Financial Product Advice.
2.6 If any material or information given to you under this Agreement is deemed to be Financial Product Advice, you acknowledge and agree that:
a) the material or information constitutes general Financial Product Advice only;
b) any material or information made available or provided (whether in writing, electronically, orally, through the website, our Platform or otherwise) to you, has not been prepared taking into account your investment objectives, financial situation or needs and is not suitable to be relied upon by you as personal advice;
c) it is your responsibility to obtain personal Financial Product Advice before making any investment or trading decision; and
d) no warranty or representation is or has been made by or on behalf of TBAU as to the current or future accuracy, completeness or currency of that material or information except as may not be excluded by law.
3. Opening an Account
3.1 You authorise TBAU to open and keep one or multiple Accounts for the Services we provide to you.
3.2 Client qualifications:
a) You must be a qualified investor who meet the requirements provided by the laws and regulations relating to Transaction as follows:
i. Natural person: You are over 18 years old, have full capacity and have sufficient knowledge and experience to understand the nature and risks of the Financial Product to be traded.
ii. Corporate organisation: You have legal power to invest. The person who plans to open an account under this Agreement is the legal representative of the corporate organisation or holds the legal and effective authorisation granted by the legal person and is equipped with sufficient knowledge and experiences to understand the nature and risks of the product to be traded.
1. You have legal power to invest under the trust deed to: sign this Agreement; open the type of account applied for; to make Transactions; and to issue Instructions.
2. If one trustee is the party to this Agreement, the trustee indicates that he/she has the right to undertake this Agreement without the consent of the other trustees. If several trustees jointly perform this Agreement, TBAU may decide to require the written consents of any or all the trustees before following the Instructions of any one of the trustees at our discretion.
3. Each trustee confirms that TBAU may follow any trustee’s Instructions to deliver funds, Financial Products or any other assets to any trustee, including delivery of the assets to the trustee itself. All the trustees jointly undertake that TBAU will be exempt from any claim, Loss, expenses or liabilities arising from any Transaction made and acts taken by TBAU according to any of the trustees’ Instructions.
b) During opening an account and use of our Services, you warrant that all the materials and information you submit for these purposes (including but not limited to email address, telephone, address, identification and credit information) are accurate, complete and up-to-date. If this information is changed, you should notify TBAU promptly in writing. You authorise TBAU to carry out any investigation to verify this information.
c) If you cannot or cease to comply with the conditions set out in the clause, you agree to immediately stop using the Services.
3.3 Power of attorney: If you want to allow a third party to trade on your Account, you must issue a separate written power of attorney appointing the third party to do so, using one of TBAU’s power of attorney forms. The appointment of the attorney must be approved in writing by TBAU. A personal user ID and password will be provided by TBAU to the approved holder of the power of attorney. TBAU must be informed in writing if you wish to revoke, change the extent of, or grant a power of attorney to a different third party. TBAU may receive Instructions from any third party authorised by you and rely on any power of attorney granted to any third party that appears to be appropriately authorised. You are accountable to TBAU for Losses that TBAU may suffer as a result of Instructions from a third party who has been appointed under a power of attorney, or is held out to have or otherwise represents as having, a power of attorney to instruct TBAU on your behalf.
4. Joint Account
4.1 Each joint Account holder agrees that each joint holder has authority, without notice to the other, to:
a) buy/sell Financial Products;
b) receive Account confirmations and correspondence;
c) receive and dispose of money, Financial Products or other assets;
d) enter, terminate, or agree to modify this Agreement;
e) waive any part of this Agreement; and
f) deal with TBAU as if each joint holder was the sole holder.
4.2 Each joint Account holder agrees that notice to any joint holder constitutes notice to all joint holders. Each joint Account holder is jointly and severally liable to TBAU for all Account matters. TBAU may follow the Instructions of any joint holder and make delivery to any joint Account holder individually of any Account property.
4.3 Upon death of any joint holder, the surviving holder will notify TBAU by telephone or email and TBAU may, before or after notice, initiate proceedings, require documents, retain assets and/or restrict Transactions as we deem necessary. The estate of any deceased joint Account holder is liable and each survivor will be liable, jointly and severally, to TBAU for any debt or Loss in the Account or upon liquidation of the Account. Unless any joint Account holder indicates otherwise, TBAU may presume that Account holders are joint
tenants with rights of survivorship. Upon death of any joint holder, the Account will vest in the surviving holders, without in any manner releasing the deceased joint holder's estate from liability.
5. Order and Confirmation
5.1 Account Security and Client’s Obligation: You acknowledge that TBAU does not know whether someone entering Orders with your user name/password is you. Unless TBAU is notified and agrees, you will not allow anyone to access your Account. You are responsible for the confidentiality and use of your user name/password and agree to report any theft/loss of such user name/password, or any unauthorised access to your Account, immediately by telephone or email to TBAU. You remain responsible for all Transactions entered using your user name/password. You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise TBAU to rely and act on, and treat as fully authorised and binding on you, any communication that we reasonably believe to have been transmitted by you or on your behalf by any agent who we reasonably believe to have been duly authorised by you.
5.2 An Order or Instruction of buying or selling Financial Products must be made by you:
a) orally by telephone;
b) via our Platform; or
c) in any other manner as we may specify from time to time.
If your usual mode of communicating with us is unavailable for any reason, you should attempt to use one of the other modes of acceptable communication specified above. Written Instructions for buying or selling Financial Products, including Instructions sent by email, may be accepted or be effective for the purposes of this Agreement. TBAU will generally not accept an Order or Instruction received other than under this clause, but if TBAU chooses to do so we are not responsible for any Loss, damage or cost that you suffer or incur arising out of any error, delay or omission in us acting on the Order or Instruction or failing to do so.
You agree that TBAU may record any communications, in electronic form, by telephone, in person or otherwise, that TBAU has with you concerning this Agreement and that any recordings that we keep will be our sole property and you accept that they will constitute evidence of the communications between you and us. You agree that telephone conversations may be recorded without the use of a warning tone or any other further notice.
5.3 Client’s Order and Transmission of Order: Unless otherwise directed, we will select the market/dealer to route your Orders. For products traded at multiple markets, TBAU or our partners may provide "Smart Routing", which seeks the suitable market for each Order through a computerised algorithm. You should choose Smart Routing if available. TBAU cannot guarantee execution of every Order at the best posted price because of the following reasons (including but not limited to):
a) TBAU may not have access to every market/dealer;
b) other Orders may trade ahead of yours;
c) market centres may not honour posted prices or may re-route Orders for manual handling;
d) Orders may be aggregated; or
e) market Rules, decisions or system failures may prevent/delay execution of your Orders or cause Orders not to receive the best price.
5.4 Cancellation/Modification of Order: You acknowledge that it may not be possible to cancel/modify an Order and that you are responsible for executions notwithstanding a cancel/modify request.
TBAU may, acting reasonably, refuse to accept an Order or an Instruction of buying or selling Financial Products received from you where:
a) you do not have sufficient funds in your Account to cover the cost of the Transaction (including all commission, charges, fees, taxes and any amount in addition to the current price of the Financial Product that TBAU reasonably considers may be necessary);
b) the Order or the Instruction is not made by you, or on your behalf under clause 5 or via any of our Platforms;
c) you have exceeded any limit applicable to you;
d) we are concerned that the Order or the Instruction may not have come from you or an authorised person on your behalf;
e) by carrying out the Order or the Instruction, TBAU or an associated company may be in breach of any Applicable Law or Applicable Regulation; or
f) for a Transaction for Australian shares, you do not provide a valid Australian Tax File Number (noting however you are under no obligation to provide your Tax File number to TBAU).
If TBAU accepts an Order or an Instruction from you and then an event takes place which means that it is no longer reasonable for TBAU to act on that Order or Instruction, TBAU will be entitled to disregard or cancel your Order or Instruction. If TBAU disregards or cancels your Order or Instruction, TBAU will not be liable to you as a result and TBAU will not re-enter that Order or Instruction. (An example is a change in the Applicable Regulations, so that the Order, the Instruction or the Transaction to which the Order or the Instruction relates to is no longer in compliance with the Applicable Regulations).
TBAU may be required to cancel a Transaction or an Order or Instruction if requested or recommended by an Exchange or a Trading Partner such as a market participant, and you agree to use all reasonable endeavours to assist TBAU in this regard.
5.5 Execution of Order: TBAU will execute your Order as your agent, and may further engage the agent of another broker or subsidiary to execute your Order instead, in which case the engaged broker or subsidiary enjoys the same rights as TBAU under this Agreement. TBAU is not liable to you for any act or omission of the agent of another broker or subsidiary. TBAU may decide to reject any part of your Order or to terminate your use of our Services at any time at our discretion. All Transactions must abide by the Rules and policies of the related market or clearing houses and Applicable Laws and Applicable Regulations. TBAU is not liable for any action or decision of any exchange, market, dealer, clearing house or regulator.
TBAU may aggregate Instructions and Order received from you and other clients. Aggregation means that TBAU may combine your Instruction and Order with those of other clients of TBAU for execution as a single Order. TBAU may combine your Instruction and Order with those of other clients if TBAU reasonably believes that this is in the overall best interests of TBAU’s clients as a whole. However, on occasion, aggregation may result in you obtaining a less favourable price once your Instruction and Order have been executed. You acknowledge and agree that TBAU is not liable to you as a result of any less favourable price being obtained.
5.6 Confirmation: You acknowledge that confirmations of executions or cancellations may be delayed or may be erroneous (e.g. due to computer system issues) or may be cancelled/adjusted by an exchange. You are bound by the actual Order execution, if consistent with your Order. If TBAU confirms execution or cancellation in error and you delay reporting this error, TBAU reserves the right to remove the Transaction from the Account or require you to accept the Transaction, in TBAU's absolute discretion. You agree to notify TBAU immediately by telephone or email if:
a) you fail to receive an accurate confirmation of an execution or cancellation;
b) you receive a confirmation that is different to your Order;
c) you receive a confirmation for an Order that you did not place; or
d) you receive an Account statement, confirmation, or other information reflecting inaccurate Orders, Transactions, balances, positions, margin status, or Transaction history.
You acknowledge that TBAU may adjust your Account to correct any error. You agree to promptly return to TBAU any assets erroneously distributed to you.
5.7 Prohibition on Going Short: You may only sell securities held in your Account whether settled or unsettled at the time of sale. If you have entered into an Order to sell a Security that you do not own at the time of the sale and that is not held in your Account, whether settled or unsettled at the time of sale, you authorise TBAU to either cancel the Order if it has not already been executed, or, if the Order has been executed, buy the equivalent security in the equivalent quantity on your behalf at your expense without notice to you, and you agree that you are liable for any associated fines or charges incurred by us or you.
5.8 US Shares: TBAU will ask you to sign the relevant US tax form before we accept an Order or Instruction from you to buy or sell a Financial Product for Securities listed on an Exchange in the US. If you have not previously provided us with a valid US tax form and you already hold US shares, we will ask you to complete the relevant US tax form. If you do not return the signed and completed US tax form before the date we specify (usually 30 days), we reserve the right to sell your US shares. You have an ongoing obligation to inform us if your tax status changes.
5.9 Market Practice: You warrant and represent that you will ensure that any Orders and Instructions placed by you with TBAU are consistent with accepted market practice and conduct in the applicable underlying markets, including but not limited to ASX, HKEX, NZX and NASDAQ. You should be aware that some practices can constitute market manipulation. Manipulating the market through creating a false or misleading market as regards price or the appearance of active trading is prohibited conduct under the Corporations Act. It is your responsibility to be aware of unacceptable market practices and the legal implications. Exchanges such as the ASX and regulators such as ASIC are able to take action, where it considers, that Exchange rules have been breached. Penalties can apply against you, TBAU and TBAU’s Trading Partners, including market participants. You acknowledge and agree that you are liable for any penalties to market regulators (such as ASIC) and will indemnify TBAU for any Losses incurred by TBAU arising out of your actions or omissions which lead to you, TBAU or any other entity incurring Losses, including any penalties imposed by market regulators.
5.10 Situations not Covered by This Agreement: If a situation arises that is not covered under this Agreement, TBAU will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking action as is consistent with common market practice.
5.11 Regulatory Reporting: TBAU may be obliged under Applicable Regulations to make public certain information regarding our Transactions with you. You acknowledge and agree that we are entitled to disclose this information and that the information held by us is our sole and exclusive property. You agree to provide us with all information that we may reasonably request for the purpose of complying with our obligations under Applicable Regulations and you consent for us providing to any third party information about you and your relationship with us under this Agreement (including but not limited to your Transactions, money or assets on your Account) as we consider, acting reasonably, appropriate or as required to comply with any Applicable Regulation or this Agreement. If you are a legal entity, you agree that we may in certain circumstances obtain a Legal Entity Identifier (LEI) on your behalf. You agree that we may do so if we consider that it is necessary to allow you to enter into Transactions with us and that we may pass onto you any charge we incur to obtain a LEI on your behalf including an administration charge to cover our costs in doing so. Please contact one of our representatives or employees for this information.
6. Knowledge of Securities, Warrants and Options, Corporation Actions
6.1 The information regarding terms and conditions of corporate actions is provided on a best-efforts only basis by TBAU based on the current information available. TBAU does not guarantee the accuracy or timeliness of the information provided. The terms and conditions may be subject to change without prior notification. Prior to submitting instructions to TBAU regarding a corporate action, you must conduct research through an independent source or by contacting the issuer and/or reviewing information on the issuer’s website. By submitting instructions to TBAU regarding a corporate action, you confirm and warrant that you have read all relevant documents concerning the corporate action and that any instruction is in compliance with the terms of the corporate action and offer documentation, including but not limited to compliance with any residency restrictions or other applicable limits. Information provided by TBAU regarding corporate actions does not constitute a recommendation or financial advice by TBAU.
6.2 TBAU is not obliged to, but may arrange for you to receive the reports, accounts and other information issued by a company. We are not obliged to but we may notify you of, or arrange attendance at, any annual general meetings or extraordinary general meetings applicable to your Financial Products.
6.3 You confirm that you are liable for knowing about the terms on any Securities and other Financial Products in your Account, including upcoming corporate actions (e.g. tender offers, reorganizations, stock splits, etc.). TBAU has no obligation to notify you any deadlines, required actions or dates of meetings, nor is TBAU obligated to take any action without specific written Instructions sent by you to TBAU through our Platform, website or by email. Although TBAU can submit instructions for corporate actions on a best-efforts basis to the relevant depository or custodian, you acknowledge that all submitted instructions are subject to acceptance by the relevant depository or custodian. TBAU is not liable for instructions that are rejected by a depository or custodian.
6.4 TBAU generally will send an electronic acknowledgement upon receipt of submitted instructions. In the event that you do not receive a timely acknowledgement, you agree to contact TBAU by telephone in order to confirm that the instructions have been accepted by TBAU. TBAU is not liable for unacknowledged instructions that are not processed.
6.5 You are fully aware of the arrangement and associated consequences that at or shortly after the stated deadline for a voluntary offer, shares which have been submitted and are eligible for tender will be transferred for bookkeeping purposes to a non-tradable (non- transferrable) symbol.
6.6 A remaining unelected long position or subsequent purchases in the target security after the TBAU stated submission deadline for a voluntary corporate action will not be considered eligible for the tender unless a subsequent election request has been submitted and acknowledged by TBAU. Sales in the target security after the TBAU stated submission deadline for a voluntary corporate action will not reduce the submitted share quantity and therefore may be considered as short sales, which may attract addition cost, interests, penalty etc.
6.7 TBAU has established deadlines for client submission of tender instructions which may be earlier than the target company’s stated deadline. Certain transactions that may affect the holdings of an account between TBAU’s stated deadline and the time at which the transfer agent or depository expires the offer may result in adverse economic consequences in the account. TBAU cannot guarantee that shares submitted for tender at the deadline will be eligible to be withdrawn from the offer in order to offset transactions.
6.8 Please note that in the event you submit instructions for a share quantity which exceeds the available share quantity in the account that the stated deadline for the offer, TBAU reserves the right to submit instructions on a pro-rata basis, with or without prior notification to you. As such, you must review your account(s) prior to the deadline of the corporate action.
6.9 Information specific to the subscription rights: Please be aware that TBAU will process instructions to oversubscribe to a rights offering only in the event you have subscribed to the maximum allotment under the basic subscription privilege. In the event instructions to fully subscribe under the basic subscription privilege have not been submitted to, and acknowledged by TBAU, TBAU reserves the right to reject, without notification to you, a request to purchase additional shares under an oversubscription privilege. TBAU retains the right to perform a credit check on your account(s) prior to the submission of instructions to the depository or clearing house.
6.10 Voting rights: TBAU is not obliged to, but may tell you of, or arrange, the exercise of any voting rights attaching to Financial Products TBAU holds on your behalf, whether exercisable at an annual general meeting or otherwise.
a) TBAU is not obliged to, but may offer you any dividend reinvestment plans available or any scrip option or stock dividend offered or the like for Financial Products TBAU holds on your behalf. However, any offer will not take account of your personal tax position. (Generally, you will receive the cash default option).
b) TBAU may, but is not obliged to, offer you any other rights or special offers that are made available to holders of Financial Products.
c) TBAU may at our election claim or reclaim tax credits on dividends or other income on foreign securities. To buy or sell US securities, you will be required to first provide TBAU with a valid US tax form. You have an on-going obligation to inform TBAU if your tax status changes.
d) As TBAU will hold your Financial Products in one or more pooled accounts, you may receive dividends or distributions net of applicable taxes which has been paid or withheld at rates that are less beneficial than those that might apply if the Financial Products were held in your own name or not pooled.
7.1 TBAU is not responsible for any delay in the settlement of a Transaction resulting from circumstances beyond our control, or the failure of any other person or party (including you) to perform all necessary steps to enable completion on the settlement date. Our obligation is only to pass on to you, or to credit to your Account, any deliverable documents or sale proceeds (as the case may be) as we actually receive. If you are dealing in Financial Products that are not settled through a central securities depository system, settlement delays are likely to occur.
7.2 TBAU may refuse to allow a withdrawal on any Account that you have with us if it would leave insufficient funds in the Account to pay for any unsettled Transactions. Where you make payment into your Account and then make a withdrawal shortly afterwards, we reserve the right to delay settlement for up to ten business days to ensure your payment has cleared.
7.3 TBAU will, acting reasonably, determine the amounts required to meet your obligations (including without limitation for settlement, required by either a relevant International Financial Market or International Financial Market Participant), and amounts to which you may be entitled (including without limitation, on settlement) in relevant foreign currencies.
7.4 If you have an obligation to make a payment for an international Transaction, you authorise TBAU to withdraw amounts from monies held on your behalf to discharge that obligation and, if you have insufficient funds in a relevant currency, you authorise and direct TBAU to enter into a spot foreign exchange Transaction which is settled instantly on your behalf to convert amounts you hold in other currencies into the relevant currency (using an exchange rate that TBAU determines, acting reasonably, is appropriate in the circumstances). If you have a right to receive a payment for an international Transaction in a currency for which TBAU does not maintain a client trust account under the Corporations Act, you authorise and direct TBAU to enter into a spot foreign exchange Transaction which is settled instantly on your behalf to convert the amounts on receipt into a currency in which TBAU does maintain a client trust account (using an exchange rate that TBAU determines, acting reasonably, is appropriate in the circumstances). TBAU may aggregate Transactions undertaken under this clause for you with Transactions undertaken for TBAU’s other clients.
7.5 Failure to settle: If you fail to make payment to TBAU in accordance with this Agreement, TBAU may do one or more of the following:
a) pass on to you all costs incurred by TBAU (including any affiliate) or any International Financial Market Participant as a result of that failure;
b) in the case of a sale of Financial Products or other property by you, buy any Financial Products or other property sold (with you being fully responsible for any Loss in connection with the purchase) and recover any costs in so acting from you and you acknowledge and agree that TBAU may be obliged to do so under Applicable Laws if you failed to settle the sale or ensure that the sale is settled by the settlement day after the relevant sale Order was executed;
c) charge an administration fee calculated by reference to the additional cost which may be incurred by TBAU as a result of your failure to settle;
d) levy a default charge on the amount outstanding from time to time at a reasonable rate;
e) use TBAU’s own Financial Products or other property or obtain Financial Products or other property from third parties and use those Financial Products or other property to settle any sale executed by TBAU on your behalf;
f) charge interest on any debit balances resulting from your failure to settle any Transaction;
g) sell any Financial Product or other property purchased on your behalf at your risk and expense;
h) sell any Financial Product or other property that TBAU or an affiliate otherwise holds on your behalf and apply the proceeds to
reduce your liability to TBAU and to recover TBAU’s costs in so acting;
i) apply any cash held by TBAU or to which TBAU has access, or payments received for or from you, to reduce your liability to TBAU; and
j) cancel any of your unexecuted Orders.
You are responsible for and indemnify TBAU against all costs (including legal costs on a full indemnity basis), expenses, damages and Losses arising in connection with any failure by you to settle an executed Transaction including, but without limitation to, any consequential loss, brokerage, stamp duty, taxes, penalties, interest and legal costs. You must pay or reimburse TBAU any amount covered by this indemnity immediately upon demand. TBAU may deduct any of the amounts contemplated in this Agreement (and any applicable GST) from any sale proceeds or other amounts otherwise payable to you.
8. Records, Reports and Communications
8.1 TBAU keeps records of the Financial Products held by us in a way that enables us to readily identify the Financial Products which are held by you. The records include information about the Transactions in Financial Products. TBAU will apply reasonable verification procedures for the appropriately frequent reconciliation of the Financial Products held by TBAU as custodian. TBAU will make available to you reports on the activity of your Account upon receiving a request from you, detailing the profit and loss across all Transactions, positions and asset class and which show the change in position value for the statement period.
8.2 TBAU will provide other information as may be reasonably requested by you for any Financial Products TBAU holds for you as custodian, including to acknowledge the manner in which TBAU holds Financial Products for you.
8.3 You consent to receive any reports or confirmations that TBAU may make available by electronic means via our system or Platform and acknowledge that your access to and use of such reports are subject to this Agreement.
8.4 You acknowledge and agree that the reports made available by TBAU may not be sufficient for you to discharge any obligations you have under law, whether statutory or otherwise, and that you should seek independent verification of the sufficiency of the reports for any purpose.
8.5 TBAU provides electronic confirmations, reports, Account statements, tax information, its Financial Service Guide (FSG), and other disclosure documents, relevant policies and agreements, and other client records and communications (collectively, “Records, Reports and Communications”) in electronic form to the maximum extent permitted by Applicable Law. Electronic Records, Reports and Communications may be sent to your trading platform, Tiger Trade, or to your email address, or for security purposes may be posted on My Account (i.e. a web based client secure portal) on the TBAU’s website or on the secure website of one of TBAU’s service providers and you will need to log in and retrieve the communication. By entering into this Agreement, you consent to the receipt of electronic Records, Reports and Communications, including as applicable, where these Records, Reports and Communications are published on TBAU’s website, and acknowledge that this is proper notification that these Records, Reports and Communications are available in electronic form on TBAU’s website for the purpose of ASIC Corporations (Facilitating Electronic Delivery of Financial Services Disclosure) Instrument 2015/647. This consent applies on an ongoing basis and for every tax year unless withdrawn by you. You may withdraw your consent at any time by providing electronic written notice to TBAU through TBAU’s website. If you withdraw your consent, TBAU may provide required Records, Reports and Communications upon receiving a request from you. However, TBAU reserves the right to require you to close your Account if you withdraw consent to receiving electronic delivery of Records, Reports and Communications. In order to trade using Tiger Trade, and to receive Records, Reports and Communications through the Tiger Trade, there are certain system hardware and software requirements, which are described on TBAU’s website. Since these requirements may change, you must periodically refer to TBAU’s website for current system requirements. To receive electronic mail from TBAU, you are responsible for maintaining a valid email address and software allowing you to read, send and receive email. You
must notify TBAU immediately of a change in your email address by using the procedures to change your email address that may be
available on TBAU’s website.
9. Client Money and Account
9.1 TBAU must deal with any money which you pay or give to TBAU, or which is otherwise received by TBAU for the Services provided by TBAU, in accordance with the Corporations Act and Applicable Laws. For instance, TBAU may be required to pay these monies in a client’s segregated account or into a trust account which complies with the requirements of the Corporations Act. You acknowledge that your monies and the monies of other clients of TBAU may be combined and deposited by TBAU in a client’s segregated account or a trust account. You also acknowledge that all monies credited to a client’s segregated account maintained by TBAU may be used by TBAU to meet the default of any other clients of TBAU.
9.2 You authorise TBAU to withdraw any or all monies to which you are otherwise entitled in any clients' segregated account or trust account maintained by TBAU to meet any liability, obligation or other Loss which you owe to TBAU.
9.3 You agree that TBAU is entitled to all interest earned on monies credited to a clients' segregated account or trust account unless you and TBAU have otherwise agreed in writing.
9.4 If you instruct TBAU to pay an amount to you, TBAU will pay the amount to which you are entitled under this Agreement directly to you and not to any third party, unless you have otherwise instructed TBAU to do so and TBAU has agreed. You must provide the relevant account details for payment Instructions for payments to be made by TBAU to you. Whilst TBAU will take reasonable steps to comply with your payment Instructions, TBAU accepts no responsibility for any failure to comply with those Instructions and, if a failure occurs, the relevant monies will continue to be held by TBAU in accordance with the Corporations Act and Applicable Laws.
9.5 All currency exchange risks regarding any payment Instruction will be your responsibility. Any conversion from one currency to another required to be made for performing any payment Instruction may be affected by TBAU in the manner and at the time and at the exchange rates that TBAU in our absolute discretion decides.
9.6 You acknowledge that monies paid by you or TBAU to an International Financial Market Participant or other service provider outside Australia, or received by such a person outside Australia in connection with the Services provided to you or TBAU, will not be subject to the Australian laws and Rules governing client money, but instead will be subject to the Applicable Laws of the relevant jurisdiction.
10.1 You appoint TBAU as custodian for any Financial Products held by TBAU on your behalf, excluding where the holding of any Financial Product does not constitute the provision of a custodial and depository service under Section 766E of the Corporations Act.
10.2 You acknowledge and agree that TBAU as custodian is authorised to hold Financial Products with any person appointed by TBAU as sub-custodian, who may in turn appoint a sub-custodian. TBAU may provide you with written notice of and contact information of any other person to be engaged by TBAU to hold your Financial Products as soon as reasonably practicable and in any event, before the Financial Products are held. However, there may be circumstances where prior notice will not be provided. For example, if the sub-custodian is or may become insolvent.
10.3 Client monies are held in an account with an Authorised Deposit-taking Institution (ADI) in the name of or for the benefit of TBAU. TBAU holds these funds on your behalf as required by the Corporations Act 2001 (Cth).
10.4 When TBAU acts as your custodian, TBAU except where otherwise required by law will:
a) act on legally valid Instructions for the Financial Products held for you in accordance with this Agreement;
b) provide reports as detailed in clause 8;
c) exercise reasonable care in engaging and monitoring the performance of any sub-custodian it appoints;
d) exercise the care, skill and diligence in the provision of Services as a custodian that a reasonable person would exercise, having regard to the relevant Financial Product, Financial Market, jurisdiction and the Applicable Laws;
e) ensure that the associated risks are managed appropriately and reasonable compliance controls are in place to ensure Instructions are followed; and
f) seek independent verification of the robustness of our compliance control relating to asset holding.
g) TBAU accepts liability under this Agreement for loss suffered by you resulting from a failure by TBAU or any sub-custodian to comply with any duties it has under this Agreement relating to the holding of Financial Products or to observe reasonable standards of care generally applicable to providers of custodial or depository services in the relevant jurisdiction. However, TBAU is not liable to you for any:
i. loss arising from the acts or omissions of any securities system; or
ii. loss arising from or attributable to the insolvency of any sub-custodian where TBAU has not failed to take reasonable care in engaging and monitoring compliance by that sub-custodian. Notwithstanding any other provision of this Agreement, in the absence of a failure by TBAU to take reasonable care in engaging and monitoring compliance by a sub- custodian, TBAU will only be obliged to return Financial Products held on your behalf with a sub-custodian who is insolvent if and to the extent that those Financial Products are recovered from the sub-custodian.
10.5 You acknowledge that:
a) TBAU will generally maintain an omnibus account for holding Financial Products for our clients including you unless otherwise specifically required by the Applicable Laws;
b) TBAU will generally maintain an omnibus account with any sub-custodian appointed by TBAU and will not maintain a separate account for you; and
c) When TBAU appoints a sub-custodian, that custodian holds Financial Products for TBAU and not for you.
10.6 Where TBAU acts as your custodian, TBAU will not hold a Financial Product on trust for you where you have instructed TBAU to deal or arrange for a dealing in the Financial Product as agent in a place outside of this jurisdiction where either:
a) trust structures are not known; or
b) it is not reasonable for the Financial Product to be held on trust in accordance with the law of that place and TBAU has determined that the Financial Product is held in a manner which, having regard to the laws in place in that jurisdiction, provides reasonably effective protection for such Financial Product in the case of the insolvency of the relevant sub-custodian or International Financial Market Participant. In these situations, the Financial Product will be held in accordance with the law of that jurisdiction.
10.7 TBAU will use reasonable endeavours to deal with all rights for Financial Products (including, for example, voting rights) in accordance with your Instructions provided that the Instructions are received in a manner and at or before the times notified to you. TBAU will not exercise any voting rights attached to Financial Products except for Instructions received from you. In the absence of receiving Instructions from you, TBAU may take or forbear from taking any other action for Financial Products which TBAU considers appropriate.
10.8 You must pay on demand any call, subscription amount or other amount payable for any Financial Products held by TBAU as custodian for you. If you fail to make a payment, TBAU may make the payment ourselves and you must on demand indemnify TBAU for the payment and acknowledge that TBAU may deduct the amount from any money held in your Account.
10.9 TBAU has and will maintain a Business Continuity Plan which in our opinion is adequate to address any contingency for which it should reasonably plan having regard to the Services it provides.
11. Security Interest
11.1 You hereby authorise TBAU to:
a) combine or consolidate any or all of your Accounts (of whatever nature and whether held individually or jointly with others) maintained with TBAU; and
b) set-off against or transfer any credit balance in any Account in or towards satisfaction of your indebtedness to TBAU or any debit balance on any Account, whether such indebtedness or debit balance be present or future, actual or contingent, primary or collateral, several or joint, or secured or unsecured.
11.2 You grant TBAU a general lien over all or any of your monies, Financial Products and other property held by TBAU (collectively the
“Assets”) for the discharge of your obligations to TBAU arising from TBAU’s dealing in Financial Products on your behalf.
11.3 You agree that all of the Assets will stand charged by way of first fixed charge as continuing security for the payment and discharge of any amounts due by you to TBAU.
11.4 You hereby authorise TBAU without giving prior notice to sell or liquidate any of the Assets at the price and in the manner as TBAU’s determines in its absolute discretion for discharge of your indebtedness to TBAU. TBAU has the right to determine which Financial Products are to be sold or which contract is to be closed. Upon full payment and discharge of your indebtedness, TBAU will at your request and expense release to you all rights, title and interest in the Assets.
12.1 A Default by you under this Agreement occurs automatically, without prior notice being provided to you upon:
a) your breach/repudiation of any agreement with TBAU including without limitation market practices under clause 5.9 of this Agreement which result in a penalty or other Loss incurred by you, us or a market participant;
b) your failure to provide assurance satisfactory to TBAU of performance of an obligation, after a request from TBAU in TBAU's sole discretion;
c) proceedings by/against client under any bankruptcy, insolvency, or similar law;
d) assignment for the benefit of your creditors;
e) appointment of a receiver, trustee, liquidator or similar officer for you or your property;
f) your representations being untrue or misleading when made or later becoming untrue;
g) legal incompetence of you;
h) proceeding to suspend your business or license by any regulator or organization; or
i) TBAU having reason to believe that any of the above is likely to occur imminently.
12.2 You unconditionally agree that, upon a Default, TBAU may terminate any or all of our obligations to you and TBAU has the right in our discretion but not the obligation without prior notice, to liquidate all or any part of your positions in any Account at TBAU at any time and in any manner and through any market or dealer. You will reimburse and hold TBAU harmless for all Losses, actions, omissions, costs, fees (including, but not limited to, attorney's fees), or liabilities associated with any of your Default or any Transaction undertaken by TBAU upon Default. For any action which TBAU takes, or refrains from taking under this Agreement, you must account to TBAU as if TBAU took or refrained from taking, the action on your Instructions and, without limitation, you are liable for any deficiency and are entitled to any surplus which may result.
12.3 If TBAU in our sole discretion believes any of your Accounts has been involved in any fraud or crime or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), TBAU may suspend or freeze the Account or any privileges of the Account, may freeze or liquidate your funds or assets, or may utilise any of the remedies in this Agreement for a Default including satisfaction of an indemnity granted by you under this Agreement directly from your Account.
13. Commission, Fees, Expenses and Currency Conversion
13.1 When you give TBAU an Instruction of buying or selling Financial Products and a Transaction is entered into by TBAU on your behalf (regardless of it being in partial or full), you must pay to TBAU:
a) commission or brokerage at rates TBAU may notify you from time to time;
b) any fees (including, but not limited to, legal fees), taxes, stamp duty or other charges from time to time levied on or in connection with any Transactions entered into on your behalf; and
c) interest or any unpaid amounts due under this Agreement, accrued from the due date until the date the amount is repaid in full.
13.2 TBAU may charge you for the provision by us to you of market data or any other Account feature or other fees as we reasonably advise you from time to time. You authorise TBAU to deduct commission and fees or other amounts (including interest) payable by you directly from your Account.
13.3 If you have been referred to TBAU or on behalf of an agent or other third party, that agent or third party may receive benefits in the form of a commission or rebate from TBAU.
13.4 TBAU reserves the right to, at any time, change or impose fees for the Services that we provide to you. TBAU will provide reasonable notice to you of such imposition or change prior to its occurrence.
13.5 Unless otherwise agreed, all amounts payable by you under this Agreement are inclusive of GST.
13.6 Commissions and fees are as specified on the TBAU website and/or FSG unless otherwise agreed in writing by an officer of TBAU. You acknowledge that TBAU deducts commissions/fees from your Accounts, which will reduce your account balance. Positions will be liquidated if commissions or other charges cause an Account deficiency. Changes to commissions/fees are effective immediately upon either of:
a) posting on the TBAU website or email; or
b) other written notice to you.
Your funds will not be disbursed until a reasonably practicable time after Transactions are settled. Terms and conditions for deposit and withdrawal of funds (including holding periods) are as specified on the TBAU website.
13.7 Base currency and currency conversation: You should be aware of the following when you enter into a Transaction or deposit money into your Account in a currency other than your base currency:
a) it is your responsibility to make yourself aware of the currency that is designated as your base currency. Details of your base currency are available on our Platform or by phoning TBAU;
b) some Transactions will result in profit/loss being accrued in a currency other than your base currency;
c) from time to time, TBAU may provide information to you which presents your multicurrency balances in the equivalent value of your base currency, using the rates prevailing at the time the information is produced. However, you should note that the balances may have not been physically converted and that the presentation of the information in your base currency is for information only;
d) where you maintain Transactions in a currency other than your base currency or retain non-base currency balances standing to your Account, you are exposing yourself to cross-currency risk. You acknowledge and agree that it is your responsibility to manage this risk and TBAU is not liable for any Losses that you suffer as a result; and
e) regardless of when you open your Account, TBAU reserves the right to change the way in which TBAU manages and/or converts your non-base currency balances at any time in the future by providing you with 30 days prior notice.
You will pay interest to TBAU on any sums due for any Transaction and any other general account fees (for instance, market data fees) that you fail to pay on the relevant due date. Interest will accrue on a daily basis from the due date until the date on which payment is received in full and will be payable on demand.
For international Security Transactions, you acknowledge that:
a) you may be unable to enter into an international Security Transaction without a currency conversation; and
b) your funds may be sent to a third party located in a foreign jurisdiction, where the legal and regulatory protection afforded to Australian funds may not apply.
13.8 Negative Account Balance: If a cash Account incurs a deficit, interest rates will apply until the balance is repaid. You agree to pay the reasonable costs of collection for any of your unpaid deficit, including attorneys' and collection agent fees.
13.9 Money remittance: Money standing to the credit of your Account will be remitted to you if requested by you. Where you do not make a request, TBAU is under no obligation to, but may, at its absolute discretion, remit the monies to you. All bank charges however arising will, unless otherwise agreed, be for your Account. The manner in which TBAU remits monies to you will be at TBAU’s absolute discretion, having utmost regard to TBAU’s duties under law regarding the prevention of fraud, countering terrorism financing, money laundering and/or tax offences. TBAU will normally remit money in the same method and to the same place from which it was received. However, in exceptional circumstances TBAU may, at TBAU’s absolute discretion, considers a suitable alternative.
13.10 Expenses including tax
a) You must reimburse TBAU for any out of pocket expenses (including without limitations fines, penalties, taxes and duties) it incurs in carrying out Orders, entering into Transaction or dealing with your Financial Products.
b) If an amount payable by TBAU to you under this Agreement is subject to any regulatory withholding notices, the amount payable by TBAU to you under this Agreement will be reduced by the withholding amount set out under the notice.
14. Quotes, Market Information, Research and Internet Links
Quotes, news, research and information accessible through TBAU (including through links to outside websites) ("Information") may be prepared by third party providers. The Information is the property of TBAU, the providers or their licensors and is protected by law. You agree not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of TBAU or the providers. TBAU reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by TBAU or a solicitation to buy or sell. Neither TBAU nor the providers guarantee accuracy, timeliness, or completeness of the Information, and you should consult an advisor before making investment decisions. Reliance on quotes, data or other information is at your own risk. In no event will we or the providers be liable for consequential, incidental, special or indirect damages arising from use of the information. There is no warranty of any kind, expressed or implied regarding the information, including a warranty of fitness for a particular use, or a warranty of non-infringement.
15. License for Using Tiger Broker(NZ) Limited (“TBNZ”)'s Software
15.1 TBAU grants you a non-exclusive, non-transferable license to use TBNZ’s Software including our Platform as provided in this Agreement. Title to TBNZ’s Software and updates remains the sole property of TBNZ, including all patents, copyrights and trademarks. You must not sell, exchange, or transfer the TBNZ Software to others. You must not copy, modify, translate, decompile, reverse engineer, disassemble or reduce to a human readable form, or adapt, the TBNZ’s Software or use it to create a derivative work, unless authorised in writing by an officer of TBNZ. TBNZ may take immediate injunctive relief for threatened breaches of these undertakings.
15.2 By using TBNZ’s Software, you may:
a) place your Orders or transmit other Instructions to TBAU for the Services which TBAU provides to you, including for Financial Products held for you;
b) receive information as to the pricing or value of one or more Financial Products;
c) receive market data and other information for one or more Financial Products; or
d) receive confirmations, Account balances, Account equities or other information or reports for your Account or your Transactions and Financial Products.
15.3 You acknowledge that:
a) you are only permitted to access and use the TBNZ’s Software, using your designated email address, Account ID, mobile number, password or other logon credentials issued by TBNZ (“Security Information”);
b) TBAU and TBNZ are entitled to rely on all Instructions given, or apparently given, by you or on your behalf using the Security Information and you are bound by any Transaction or any dealing or other action or omission for your Account or any Financial Products held for you in reliance of the Instructions. Despite any other provision of this Agreement, TBAU or TBNZ is not liable for any Loss caused by TBAU or TBNZ acting on Instructions or other communications using the Security Information;
c) there may be delays in the processing, execution, amendment or cancellation of an Order or an Instruction entered through the
TBNZ’s Software and;
i. an Order may be wholly or partly filled before an Instruction for its amendment or cancellation is processed;
ii. you remain liable to settle the original Order, until any amendment or cancellation is effected; and
iii. TBAU or TBNZ will not be liable for any Loss incurred by you arising from any delay in the dissemination of market information or the processing of any Order or Instruction to amend or cancel an Order or Instruction;
d) the execution of an Order placed through TBNZ's Software may be prevented or delayed by filters or other electronic features of
TBNZ's Software or systems operated by the relevant Financial Market;
e) TBAU is not responsible for the processing, execution or cancellation of any Orders or Instructions submitted through the TBNZ's Software, regardless of who enters the Orders or Instructions, and regardless of whether or not there is an error in the Order or Instruction entry or for any delays;
f) TBNZ's Software is provided on an “as is” basis and, except as required by law, TBAU or TBNZ makes no representations or warranties
expressed or implied with respect to TBNZ's Software;
g) the speed of information provided through TBNZ's Software is subject to a number of factors including, but not limited to, the
speed of your internet connection, your settings and the volume of information being received and sent by TBNZ's Software;
h) there are risks in trading through TBNZ's Software because the Services are provided by means of computer and shared telecommunications systems and facilities (even where generally accepted industry standards and practices are followed). These risks include that:
i. the information you send to, and receive from, the TBNZ's Software may be accessible by third parties;
ii. other users of the TBNZ's Software may be able to see your Orders or Instructions; other communications relating to trading and execution without your (or TBAU or TBNZ’s) consent; and
iii. that third parties may have access to your network without your (or TBAU or TBNZ’s) consent;
i) you will notify TBAU immediately if you become aware of any inaccurate information being transmitted through the TBNZ's
Software including, for example, inaccurate content as to Orders, Transactions, Account balances or Account equities; and
j) you will only use the TBNZ's Software for your own internal business and investment purposes. You are responsible for reading, understanding and keeping up to date with the details of the operational aspects of the TBNZ's Software.
15.4 Orders placed through the TBNZ's Software will be processed at the market price available on the relevant Financial Market (subject to any limit specified in the Order). You acknowledge that:
a) the market price may move and be different from the price at which the relevant Financial Product was trading when the Order
was placed by you through the TBNZ's Software; and
b) TBAU or TBNZ is not liable for any Loss incurred by you by reason of any movement in market price.
15.5 You are responsible for the consequences of: any unauthorised disclosure or use of the Security Information; a failure to prudently keep Security Information secure (including but not limited to changing the Security Information as necessary); and, for any actions or omissions of an authorised person.
15.6 TBAU may suspend, terminate or impose conditions on the use by you or any authorised person of TBAU’s Software at any time
without notice to you.
15.7 If you are uncertain as to whether your Order or Instruction has been received, you will make all reasonable attempts to verify whether the Order or Instruction has been received, approved and effected prior to taking further action. You agree to issue, and are responsible for the issuance of, specific cancellation or amendment Instructions for an existing Order and not to attempt to effect changes by placing a second or duplicate Order. You are solely responsible and liable for any duplicate Instruction that you place.
15.8 You acknowledge that all market data and information for trading, volumes and pricing for a Financial Market provided through any TBAU’s Software may be proprietary information of the relevant Financial Market or another person and any display, dissemination or other use of that information may be subject to restrictions imposed by the Financial Market or other person. You are responsible for complying with any such restrictions.
a) TBAU has no obligation to investigate the truthfulness of the identity of the registered mobile phone number’s owner and will not take any responsibility for any Loss arising from registering an Account on our Platform with stolen, fraudulently used or misuse of an individual mobile phone number.
b) Your registering and opening an Account at TBAU must comply with the relevant Applicable Laws and Applicable Regulations and this Agreement and should not release politically related harmful information, pornographic contents, false advertisement, violence, insulting or slandering comments, disclosure of individual privacy, nor should they engage in activities which infringe a third party’s intellectual property right and other legal rights and interests. You bear all Losses arising from a breach of this clause and TBAU is not responsible for the breach.
c) TBAU is not liable for any punitive, indirect, occasional, special or associated Loss or damage, including but not limited to, indirect personal damage, loss of business profit, interruption of trade or loss of business information.
d) Since investment in Securities or other Financial Products has risks of loss, TBAU is not liable for the profit and loss or risk related to your investment.
e) TBAU and our associates do not separately or together guarantee the absolute reliability and accuracy of information they provide for market quotations, diagrams and comment, or for any Loss arising from the inaccuracy or omission of any contents or from any subjective factors.
f) TBAU is not liable for:
i. the interruption, pause, delay or data fault of trading Instructions which might occur due to malfunction, break-off, delay or other factors of Internet data transmission;
ii. where the market information and other Financial Products-related information is erroneous or delayed;
iii. if your software system suffers from an illegal attack or virus infection, leading to failure of an Order payment or a commission failure;
iv. if your software system is incompatible with TBAU’s online Transaction system, causing failure of an Order payment or a commission failure (in this case, you may dial TBAU’s telephone to report the circumstance and acquire technical support);
v. failure of payment of commission caused by your improper operation of the Platform
vi. Loss arising from circumstances including that your Account and password, personal information, or trading information are released or your identity is counterfeited due to your neglect or otherwise;
vii. you use the Services provided by TBAU to conduct any illegal activity or any act infringing other’s rights and interests,
causing Loss to you and/or a third party;
viii. due to network failure, when operating on our Platform, your software system shows that your payment of commission is succeeded while TBAU’s Transaction server does not receive your commission Instruction, which leads to the risk of you failing to buy or sell Financial Products or you send another Order, which results in TBAU’s Transaction server receiving your Instructions twice and transmitting the Instructions to the securities company making the Transactions, leading to repeated Transactions;
ix. an emergency caused by a major change of law and policy or the factors unpredicted and uncontrolled by TBAU; or
x. the Platform fails due to force majeure such as war, communication fault, natural disaster, strike and the actions taken by the government department, leading to you suffering Loss.
g) TBAU’s Platform, website and other products will publish content such as news and information provided by third parties, with the information provider being noted. TBAU does not carry out substantive censoring or revision of the contents provided and does not guarantee its accuracy.
17. Privacy Protection and Confidentiality
17.2 Subject to the Applicable Laws, TBAU will collect the following information:
a) identity information;
b) employment information;
c) Account balance;
d) Transaction history of the Account;
e) credit history; and
f) investment experience; and
g) any information that we deem necessary to provide you with the service that you have asked for and/or required by the relevant legislation.
17.3 TBAU will collect your individual information in the following conditions:
a) opening an Account;
b) making Transaction; or
c) providing your contact information when making telegraphic transfer, depositing or withdrawing fund from your Account; or
d) through your use of our website from cookies or similar data tracking mechanisms.
You authorise TBAU to record any or all incoming and/or outgoing phone calls with TBAU without disclosing to you each time you speak with a representative of TBAU. These calls may be recorded with or without an audible tone. You agree that TBAU may use such recordings for the purposes of monitoring compliance with your and TBAU’s respective regulatory and contractual obligations and resolving disputes. If there is a dispute between you and TBAU, you have the right to listen to any recording of those conversations. Nothing in this Agreement obliges TBAU to keep a recording longer than the minimum period required by the Applicable Laws. In accordance with the Notifiable Data Breaches scheme under the Privacy Act, we are obliged to notify you if your personal information is involved in a data breach that is likely to result in serious harm (i.e. ‘eligible data breaches’). This notification must include recommendations about the steps you should take in response to the breach. The Australian Information Commissioner must also be notified of eligible data breaches.
17.4 TBAU will carry out the following activities (among others) based on your personal information and materials, (privacy) terms and other Applicable Laws and Applicable Regulations:
a) daily operation of providing the Services and Financial Products to you;
b) make credit investigation or assist other competent institution in doing credit investigation, ensuring you maintain good credit; and
c) satisfying the requirements of any Applicable Laws and Applicable Regulations.
17.5 Personal information protection measures: TBAU will take security measures including but not limited to computer safeguards, file encryption and office security, to strictly manage and protect your personal information, prevent unauthorised visit and use, and to protect your personal data from being lost, stolen or tampered.
17.6 Unless required by laws and regulations, TBAU will not disclose your personal information it gathers to a third party. TBAU will disclose your personal information only under the following circumstances:
a) it is necessary to authorise, complete, monitor or execute your required or authorised Transaction, maintaining and monitoring your Account;
b) providing you with Account confirmation, Account statement and records;
c) keeping correct records;
d) it is necessary to perform this Agreement and other agreements;
e) it is necessary to fulfil TBAU’s responsibility to any judicial authority, administrative authority and other competent supervisory authority; or
f) it is necessary to disclose your personal information under the Applicable Laws, Applicable Regulations or this Agreement.
17.7 TBAU will keep your confidential information confidential, unless:
a) it is required to be disclosed to ASIC, AUSTRAC or other Australian government agency;
b) disclosure is permitted by law, regulation or court order;
17.8 Confidentiality: TBAU and you undertake to each other not to:
a) disclose to any person any Confidential Information except as permitted by this Agreement or by law; or
b) use any Confidential Information for any purpose other than to exercise any rights and perform any obligations under or in connection with this Agreement.
TBAU or you may disclose Confidential Information:
a) to TBAU’s or your employees, officers, representatives, advisers or Trading Partners who need to know the confidential information for the purposes of exercising any rights or carrying out any obligations under or in connection with this Agreement, provided that TBAU or you (as applies) ensures that the employees, officers, representatives, advisers are bound by confidentiality undertakings consistent with this Agreement;
b) as may be required by the Applicable Laws, Applicable Regulations, a credit reporting agency, a court of competent jurisdiction or any governmental or regulatory authority; and
18. Client to Maintain Alternative Trading Arrangements
Computer-based systems such as those used by TBAU are inherently vulnerable to disruption, delay or failure. You must maintain alternative trading arrangements in addition to your Account for execution of your orders if the Platform is unavailable. By signing this Agreement, you represent that you maintain alternative trading arrangements.
19. Disclosure Statement
TBAU hereby makes the following statements to you:
19.1 For the purposes of United States Financial Products trading, your funds that are lodged with TBAU will be held and protected by TBAU trade execution counterparty Interactive Brokers (‘IB’) in a Special Reserve Bank Account for your Exclusive Benefit in the United States. IB is regulated by the U.S. Securities and Exchange Commission (SEC) as a registered Broker-Dealer, and the U.S. Commodities Futures Trading Commission (CFTC) as a registered Futures Commission Merchant. Funds deposited with IB on your behalf are protected under Subpart A of the Securities and Exchange Act (US) 1934 and subject to the client protection regulations under the SEC Act.
19.2 TBAU will ensure that your assets are protected from the time of receipt until:
a) legal title to the Financial Products has been registered in your name or are held in your beneficial interest on the relevant Issuer's Register; or
b) you expressly direct TBAU that funds deposited with us for the purpose of onward transmission to an execution counterparty for participation in an IPO be so transmitted.
19.3 If TBAU undergoes bankruptcy, your asset will be returned, transferred or distributed to you or your representative, with the net distributable amount relating to your asset being apportioned according to the value of your asset. Notice of return of the asset will be announced in a generally circulated newspaper.
19.4 You are the beneficial owner of your funds in your Account, and will ensure that the source and use of the funds is legitimate, and that the procedures for the deposit and currency exchange is consistent with the relevant laws and regulations of your jurisdiction (including but not limited to Australia, New Zealand and China). Any dispute arising from the ownership and legality of your funds or any associated fines or Losses will be settled by you. If any Loss is caused to TBAU as a result, TBAU will be fully indemnified by you.
20. Limitation of Liability and Indemnity
20.1 Subject to the provisions of the Competition and Consumer Act 2010 (Cth), the Australian Securities and Investments Commission Act 2001 (Cth), the Corporations Act and any other rights implied by law which cannot be excluded by agreement between TBAU and you:
a) TBAU makes no warranties either expressly or impliedly as to the fitness for a particular purpose, or otherwise (including as to accuracy, availability, completeness or quality) for the Services TBAU provides under this Agreement, including, without limitation, Tiger Trade;
b) TBAU excludes all liability in contract or otherwise relating to or resulting from use of any service TBAU provides in any capacity which it may provide under this Agreement and for any Loss incurred by you directly or indirectly without limitation as a result of or arising out of:
i. any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including
• Tiger Trade;
ii. any delay or failure or inaccuracy, or loss of access to, the provision of a Service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, Tiger Trade or for the transmission of Orders, Instructions or any other information;
iii. any misinterpretation of your Order or Instructions which are unclear, ambiguous, or not specific; or
iv. a Service Disruption Event.
20.2 TBAU is not liable in contract, tort (including negligence) or otherwise for any loss of prospective profits or expenses or special, indirect or consequential Loss resulting from the supply of a Service including, without limitation, Tiger Trade and the provision of custodial or depository services.
20.3 To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep TBAU and our respective officers, employees, agents and representatives indemnified from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order, Instruction or Transaction;
b) any breach by you of any Applicable Law or Applicable Regulations;
c) any representation or warranty made or given by you under this Agreement which is untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or authorised persons, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to TBAU, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order or Instruction including, for instance, as a result of systems or market delays, or due to verification procedures or unauthorised processes or due to call waiting time or adherence to internal policies and procedures;
g) anything lawfully done by TBAU in accordance with this Agreement;
h) any Instruction, request or direction given by you;
i) by reason of TBAU complying with any direction, request or requirement of an Applicable Law, any Financial Market, any government body or any regulatory body having jurisdiction over TBAU;
j) arising from and in connection with or in any way related to TBAU in good faith accepting and acting on Instructions received by facsimile transmission, email or by other means which are signed by or purported to be signed by you or any authorised person;
k) arising out of TBAU’s observance of this Agreement, and out of TBAU or a sub-custodian holding any of the Financial Products in our name; or
l) payable in connection with the acquisition of any Financial Product or for any calls or demands for payments (including unpaid capital) for them.
20.4 Where TBAU is unable, wholly or in part, by reason of a Force Majeure Event including a Service Disruption Event, to carry out any of its obligations under this Agreement, and it uses all reasonable endeavours to remove that Force Majeure Event as quickly as possible, that obligation is suspended so far as that obligation is affected by the continuance of that Force Majeure Event. The affected party will not, by reason only of having failed to perform that obligation on time, be liable for breach of that obligation. Without limiting the affected party’s obligation to seek to mitigate the effect of the Force Majeure event, any time period relevant to that obligation will be extended by a period equal to the period the obligation is suspended.
21. Amendment and Termination
21.1 TBAU may amend this Agreement from time to time. TBAU will give you 5 business days’ notice of any amendment, after which
time the amendment will become effective. TBAU may give this notice in writing, electronically:
a) via email to the address notified by you;
b) through our Platform; or
c) by posting the revised Agreement on TBAU’s website.
You can object to the amendment by giving us written notice of suspension or termination within five (5) business days upon receiving the notice of amendment from TBAU and the amendment will not be binding on you, but your Account will be suspended and you will be required to close your Account as soon as reasonably practicable.
Any amended agreement will supersede any previous agreement between you and TBAU.
21.2 Without limiting clause 12, TBAU may terminate this Agreement at any time by giving you written notice. You may terminate this Agreement at any time by giving TBAU five (5) business days’ written notice. The termination of this Agreement:
a) does not affect outstanding obligations under this Agreement which remain undischarged at the time of termination; and
b) will not affect any obligation that may already have been incurred by either party for any outstanding Orders, Instructions or Transactions already being held on your behalf or any legal rights or obligations that may already have arisen under this Agreement or any Instructions made under this Agreement.
Upon termination you will pay to TBAU any outstanding commission, charges, fees and taxes due.
21.3 Upon termination of this Agreement, subject to clause 13 Commissions and Fees, and without limiting clause 12 Default Event, TBAU:
a) may do one or more of the following:
i. cancel any outstanding Orders and Instructions;
ii. enter into one or more Transactions to affect the close out of one or more unsettled Transactions or open position;
iii. settle any Transaction which has not at the time of termination settled;
iv. exercise any other rights TBAU has under this Agreement;
v. do, or refrain from doing, anything else which TBAU considers reasonable in the context of this Agreement (or part thereof) having been terminated; and
b) will, if applicable, within a reasonable time and subject to any lien TBAU may exercise, transfer or cause to be transferred those Financial Products for which it is custodian according to your Instructions, provided that TBAU is in good faith able to arrange and is legally allowed to make such transfer; and
c) will charge commission and any other applicable charges, fees and taxes on the sale or transfer of your Financial Product. Where Financial Products are sold, you may suffer a shortfall between the amount you invested and the amount you get back after sale. TBAU is not responsible for any shortfall that arises. Any shortfall will be borne by you. Where Financial Products cannot be sold, redeemed or transferred, TBAU will certificate the Financial Products at your cost and distribute these certificates to you. This Agreement will continue until TBAU has transferred, sold, redeemed or otherwise distributed the Financial Products or paid you the proceeds.
22. Representations and Warranties
22.1 TBAU provides Services under this Agreement on the basis that they are undertaken as your agent and that you assume all obligations arising on the execution of Transactions which TBAU enters into for you.
22.2 You represent and warrant to TBAU that:
a) you are acting as principal;
b) if you are acting as an intermediary on another’s behalf and you are specifically authorised to enter into Transactions on behalf of the other person and (if required) currently have all appropriate Australian Financial Services licence authorisation to do so; and
c) if you are acting as an authorised representative of an Australian Financial Service licence holder with the appropriate Australian Financial Services licence authorisations to enter into Transaction.
22.3 If you are constituted by more than one person (including, for example, if you are a partnership or joint venture), each person constituting you is jointly and severally liable for the obligations under this Agreement, and TBAU may act on the Instructions of any one of those persons, without the necessity to refer to, or notify, any other person.
22.4 If you are a joint Account holder, each Account holder is jointly and severally liable for the obligations under this Agreement, and TBAU may act on the Instructions of any one of those persons, without the necessity to refer to, or notify, any other person.
22.5 If you are a corporation, you represent and warrant that:
a) you hold a valid ACN, ABN or ARBN (as applicable) under the Corporations Act;
b) you have full corporate power to enter into, and perform your obligations under, this Agreement; and
c) you have taken all necessary corporate action to authorise the performance of your obligations under this Agreement, and this Agreement constitutes the legal, valid and binding obligations, enforceable against you.
22.6 If you are acting as a trustee of a trust, a responsible manager of a managed investment scheme, a trustee of a superannuation fund or an agent under an investment management agreement, you represent and warrant that:
a) you are properly appointed as the sole trustee of the relevant trust and are not in breach of trust;
b) (if required) currently have all appropriate Australian Financial Services licence authorisations;
c) the trust is validly subsisting and properly established;
d) you have the right to be fully indemnified out of the trust's assets for any obligations incurred under this Agreement before any trust beneficiary's claim and this right has not been limited or reduced in any way;
e) you are authorised under the trust deed for the trust to enter into Transactions and perform its obligations under this Agreement; and
f) if the trust is a superannuation fund, each Transaction entered into by it under this Agreement will:
i. comply with all laws, prudential standards and regulator issued guidelines applicable to the operation of superannuation funds, including the Superannuation Industry (Supervision) Act 1993 (Cth) (“SIS Act”), the Regulations and the Australian Prudential Regulation Authority prudential standards;
ii. have been or are to be implemented in accordance with an investment strategy prepared in accordance with the SIS Act;
iii. comply with all the requirements of the trust deed and governing Rules of the trust; and
iv. be undertaken on an arms' length basis, for value and on commercial terms.
22.7 You represent and warrant that:
a) you have read and understood all documentation provided by TBAU to you for the Services provided by TBAU including, without limitation, any disclosure documents;
b) you are a person with whom TBAU is lawfully entitled to deal under any Applicable Laws and that all dealings by you with TBAU or requested to be done by TBAU on your behalf are and will be lawful under all Applicable Laws;
c) all information supplied on the account application form or otherwise to TBAU is true, complete and accurate in all respects and you will notify TBAU immediately of any change in any information supplied (including but not limited to any change in your name, address, telephone number, facsimile number or e-mail address);
d) you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order or Instruction with TBAU and you assume full responsibility for any Order or Instruction placed with TBAU;
e) at all times you will be able to make payments and fulfil all commitments on your part arising under this Agreement and under the conditions applicable to dealings between yourself and TBAU; and
f) that you are free to deal with all assets of any kind, whether money or Financial Products, that you transfer to TBAU and that such assets are free from all encumbrances, liens, charges or other security interests of any kind however expressed (excluding any such interest in that arises under this Agreement).
22.8 Apart from any warranties and representations which are implied by law and cannot be excluded, TBAU makes no warranties for any Service or information provided or made available to you in connection with this Agreement. To the full extent permitted by law, TBAU excludes liability for all costs, expenses, damages and Losses (including consequential loss) arising in connection with the Services or information or this Agreement (including, without limitation, liability for negligence).
22.9 All representations, warranties and acknowledgments given in this Agreement are taken to have been made at the time you complete the account application form and are taken to have been repeated by you:
a) each time you place an Order or an Instruction with TBAU;
b) each time you enter into a Transaction with TBAU, or TBAU enters into a Transaction on your behalf; and
c) each time TBAU does anything or refrains from doing something under this Agreement or as contemplated by this Agreement in connection with your Account or any Transaction.
23. Anti-Money Laundering and Counter-Terrorism Financing
23.1 You acknowledge that:
a) TBAU is subject to various anti-money laundering and counter-terrorism financing laws (“AML/CTF Laws”) which may
prohibit TBAU from offering services or entering into or conducting Transactions; and
b) the AML/CTF Laws include prohibitions against any person dealing with the proceeds of or assets used in criminal activity (wherever committed) and from dealing with any funds or assets of, or the provision of finance to, any person or entity involved (or suspected of involvement) in terrorism or any terrorist act.
23.2 You agree that:
a) TBAU is not required to take any action or perform any obligation under or in connection with this Agreement if TBAU is not satisfied as to your identity or where TBAU suspects on reasonable grounds that by doing so TBAU may breach the AML/CTF Laws;
b) TBAU may delay, block or refuse to make any payment or to provide any service if TBAU believes on reasonable grounds that to do so may breach any law in Australia or any other country, and TBAU will incur no liability to you if it does so; and
c) TBAU will not incur any liability to you for any Loss you suffer (including consequential loss) however caused by reason of any action taken or not taken by TBAU as contemplated in a) or b) above.
23.3 You agree to provide all information and documents to TBAU which TBAU may reasonably require to comply with any law in Australia or any other country, including any AML/CTF Laws. You agree that TBAU may disclose information which you provide to TBAU, or about Transactions you are or seek to conduct with TBAU, where TBAU is required to do so by any law in Australia or any other country.
23.4 You represent and warrant to TBAU that the payment of monies by TBAU in accordance with this document, or any Instructions given by you, will not breach any law in Australia or any other country.
24.1 This Agreement is governed by the law in force in New South Wales and you and TBAU submit to the non-exclusive jurisdiction of the courts of New South Wales and courts which may hear appeals from those courts.
24.2 You agree that this Agreement contains the complete contract entered into by and between the parties. The unenforceability of any term will not affect the effectiveness of other terms of the Agreement. Any part of this Agreement which is illegal, void or unenforceable will be ineffective to the extent only of that illegality, voidness or unenforceability, without invalidating the remaining parts of these Terms.
TBAU’s collection/use of your information according to TBAU’s Rules.
24.4 Without TBAU’s prior written consent, you will not transfer any rights or obligations under this Agreement. After sending a notice of assignment to you, TBAU may transfer this Agreement to another broker, trader or futures broker. TBAU may terminate this Agreement or terminate providing Services to you at any time. You may close your Account through TBAU’s website by informing TBAU by email, only upon clearance of all positions and satisfaction of all other requirements for closing an Account as stipulated on TBAU’s website.
24.5 You authorise TBAU directly or through a third party to inquire you about the information as held by TBAU for carrying out business activities with you. The inquiry may include a credit report and other credit examination requested if you breach this Agreement or for verification of the information provided by you to the third-party database.
24.6 Introducing Brokers: You may have appointed or been referred to TBAU by an Introducing Broker. TBAU is not be responsible for any agreement made between you and your Introducing Broker. You acknowledge that any such Introducing Broker will either be acting as an independent intermediary or an agent for you and that no such Introducing Broker is authorised to make any representations concerning TBAU or our Services.
You are specifically made aware that:
a) your agreement with your Introducing Broker may result in additional costs as TBAU may pay fees or commission to the Introducing Broker, which will be disclosed to you; and
b) your agreement with the Introducing Broker may result in additional costs for you as the Introducing Broker may deduct commissions and fees as well as price or interest/financing rate adjustments for any trade conducted on or allocated to your Account either by the Introducing Broker or yourself.
If you want an Introducing Broker to manage your Account, you will provide a power of attorney to TBAU. TBAU has no responsibility or liability to you for following the Instructions given by an Introducing Broker under any power of attorney or for any other actions or omissions of any Introducing Broker.
TBAU is under no obligation to supervise or review any payment Instructions or any other acts, including, but not limited to, the trading, of the Introducing Broker. TBAU is not responsible for the size or reasonableness of any commissions and/or fees, as well as any price of interest rate, paid by you to the Introducing Broker.
24.7 Dispute Resolution: If you have a complaint, you should contact TBAU. We will make every effort to quickly and satisfactorily resolve the complaint, but if you are not satisfied, you can put your complaint in writing to:
The Compliance Manager
Tiger Brokers (AU) Pty Limited
Suite 28.01, 25 Bligh Street
Sydney, NSW 2000
If an issue has not been resolved to your satisfaction, you can lodge a complaint with the Australian Financial Complaints Authority, or AFCA. AFCA provides fair and independent financial services complaint resolution that is free to consumers. You can contact AFCA at:
Australian Financial Complaints Authority Limited GPO Box 3
Melbourne, VIC 3001
Telephone: +61 1800 931 678 Web: www.afca.org.au
If you elect to refer your complaint to AFCA, you authorise TBAU to disclose personal information about you (as defined by the Privacy Act 1988 (Cth)) including, without limitation, records of telephone conversations between you and TBAU as TBAU, at its absolute discretion, deems appropriate or necessary to enable TBAU to participate in the external dispute resolution process.
If under the governing legislation, you are a wholesale client (whether deemed or otherwise) for a Transaction that is the subject matter of the complaint, you may only refer your complaint to the external dispute resolution scheme if TBAU first agrees in writing that TBAU submits to that process. Please note that TBAU may refuse to submit at TBAU’s sole discretion.
24.8 This Client Agreement will be prepared in both English and Chinese. In case of any discrepancies between the Chinese version and English version, the English version prevails.
24.9 You appoint TBAU to be your lawful attorney to execute any documents and do all things which TBAU in good faith considers necessary and which you may reasonably be required to do in furtherance or as a consequence of the provisions of this Agreement including:
a) to execute any transfer or to perfect its title to any of the Financial Products; and
b) to file any claims or take any lawful action or institute any proceedings which it considers to be necessary or advisable to protect the security created under this Agreement.
24.10 The failure or delay by TBAU in exercising any right under this Agreement (or for an Order or a Transaction) does not operate as a waiver of that right and the exercise of a single right, or partial exercise of any right, by TBAU under this Agreement (or for an Order or Transaction (as applicable) does not prevent TBAU from exercising any other right or that right in full). The rights of TBAU under this Agreement are cumulative and are not exclusive of any other rights provided by law. A waiver by TBAU is effective only if it is in writing signed by one or more of its officers.
24.11 If an Applicable Law requires additional documentation to be put in place between TBAU and you for particular markets or services, the terms of these other documents will prevail over this Agreement to the extent of the inconsistency in their application to the relevant markets or services.
25. Definitions and Interpretation
25.1 In this Agreement, the following terms have the meanings set out below.
Account means an account held, solely or jointly, in your name or on your behalf with TBAU for the purposes of this Agreement.
Affiliate means for an entity or other person, an entity or other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the entity or other person.
Applicable Laws means, for a matter, all laws, legislation, regulation and subsidiary regulation, instruments and Orders of a regulatory authority or a court, Rules and procedures of a Financial Market which apply to the relevant matter in the relevant jurisdiction, including for example, and without limitation, the Corporations Act and regulations made under, ASIC Class Orders, the Market Integrity Rules and other instruments.
Applicable Regulations means:
a) the Rules of a relevant regulatory authority;
b) the Rules of the relevant Exchange;
c) the Rules of the relevant settlement system; and
d) all other Applicable Laws, Rules and regulation as in force from time to time, as applicable to this Agreement.
ASIC means the Australian Securities and Investments Commission.
Business Day means a day other than Saturday or Sunday and which is not a public holiday.
Business Continuity Plan means the business continuity plan of TBAU from time to time.
Cash includes money, deposits and receivables (including the proceeds of Transactions), regardless of currency.
• Confidential Information means:
a) for us:
I. all trade secrets and all information regarding us, the Services or the Platform, including all business processes, inventions, discoveries and research and all information regarding its business, technical or financial affairs;
II. any information which is by its nature confidential or that you ought to know is confidential; and
b) for you:
i. any information which is by its nature confidential;
c) but in each case does not include any information which:
ii. was or becomes generally available to the public, other than due to a breach of this Agreement or any other obligation of confidence; or
iii. was known to the other party or was lawfully received from another person who had an unrestricted legal right to disclose the information free from any obligation of confidence.
Corporations Act means the Corporations Act 2001 (Cth).
Default means a default by you of this Agreement as defined in clause 12.1.
Exchange means any Financial Products exchange, clearing house, or organised trading facility as the context may require from time to time.
Financial Product Advice has the meaning given to that term in section 766B of the Corporations Act.
Financial Market means, as applicable:
a) the financial markets operated by ASX and any other financial market licensed under Parts 7.2 or 7.3 of the Corporations Act; and
b) any International Financial Market.
Financial Product has the meaning given to that term in section 761A of the Corporations Act.
Financial Services Guide means the Financial Services Guide provided to you by us as required by the Corporations Act.
a) the same as in the GST Law;
b) any other goods and services tax, or any tax applying to any Transaction envisaged under this document in a similar way; and
c) any additional tax, penalty tax, fine, interest or other charge under the GST Law or any other law for such a tax.
GST Law means the same as “GST law” means in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Instruction means an instruction by you for TBAU to buy or sell any financial product on your behalf including, for the avoidance of doubt, an Order.
International Financial Market means any financial market operated outside of this jurisdiction to which Orders may be transmitted for execution, and any clearing and settlement facility which provides clearing or settlement services for Transactions on such a market.
International Financial Market Participant means an international broker or market participant, or clearing or settlement participant, which may have an agreement with TBAU, with whom TBAU enters into an arrangement for execution, clearing and/or settlement services in connection with Transactions on or through an International Financial Market.
Introducing Broker means a financial institution or other entity which is remunerated by TBAU and/or you for referral of you to TBAU and/or for provision of advice to you and /or execution of your transactions towards TBAU.
Loss means any damage, loss, cost, expense, penalty or liability incurred by the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
Order means any order supported by TBAU or the relevant Exchange that TBAU makes available to you.
Platform means our financial products trading platform including Tiger Trade and any other platform which we provide to you under this Agreement.
Rules means articles, rules, regulations, procedures, policies and customs, as in force from time to time.
Securities has the same meaning as in the Corporations Act.
Securities System means any authorised domestic or foreign depository or clearing or settlement system, including a transnational book- based system or other common system or registry for holding Financial Products such as marketable and other securities, units, managed investments, deposits, bonds, notes, debentures, commercial paper and other equity, fixed interest or discount securities or derivatives of them.
Services means the services provided by us to you under this Agreement including the listed shares trading service operated on the Platform and the custodial services we provide relating to the Platform.
Service Disruption Event means an event or matter which is not within the control of TBAU, including, sabotage, war, earthquake, strike, acts of any third party, exchange or market rulings, suspension of trading, computer or telephone failure, force majeure, acts of God, unlawful access to the TBAU’s Software, lock outs or other obstruction of TBAU’s usual business operation, trade or business embargoes impacting TBAU’s business whether directly or indirectly, government or quasi-governmental restrictions, actions or inactions and, without limitation, any other conditions which is beyond TBAU's control.
TBAU Software means the programs and other operating information used for our Platforms.
Sub-custodian means any person appointed by TBAU to hold Financial Products as Sub-custodian for TBAU, which may be an Affiliate of TBAU, and any International Financial Market Participant or any sub-sub-custodian appointed by any of them.
TBAU means Tiger Brokers (AU) Pty Limited (ACN: 007268386 AFSL: 300767).
Trading Partner means any person with whom TBAU has a contractual relationship, for example a partnership relationship or agency relationship.
Transaction means a transaction for one or more Financial Products which arises on the execution of an Order or an Instruction, or otherwise under this Agreement and includes, for example, a Transaction for the sale and purchase of Financial Products.
a) The singular includes the plural and vice versa and words importing a gender include any gender. Headings do not affect the interpretation of this Agreement.
b) A reference to a statute or other law includes all regulations and other instruments and amendments, replacements and consolidations.
c) A reference to a document includes a written document, the image of a document which is transmitted electronically, or a document which can be read by computer.
d) Where the day on or by which any thing is to be done is not a business day, that thing must be done on or by the following business day.
e) References to ‘including’ mean ‘including without limitation’ and ‘include’ and ‘includes’ have corresponding meanings.
f) A reference to ‘GST’ includes any other Commonwealth, State or Territory goods and services tax, or any Commonwealth, State or Territory tax applying to a transaction in a way similar to GST. Words defined in the GST Law have the same meaning in this Agreement.