SDIL STANDARD CUSTOMER AGREEMENT
Sky Dimension International Limited ("SDIL"), Company No. 191105, is a holder of a Global Business Licence under Section 72 of the Financial Services Act 2007 and an Investment Dealer (Full Service Dealer, excluding Underwriting) Licence under Section 29 of the Securities Act 2005.
This Standard Customer Agreement ("Agreement") sets out the terms and conditions governing the Services (as defined below) provided by SDIL to you. You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the Agreement.
Section 1 applies to your relationship with SDIL generally and applies to all Accounts (as defined below) opened and maintained by you with SDIL.
Sections 2 to 7 contain additional terms and conditions governing the specific Services which you have applied or requested for and which we have agreed to provide.
The Risk Disclosure Statements are separately provided.
Section 1 - General terms and conditions
Section 2 - Additional Terms for Margin trading
Section 3 - Additional Terms for Options trading
Section 4 - Additional Terms for Futures trading
Section 5 - Additional Terms for Fund Mall Services
Section 6 - Additional Terms for Fractional Shares trading
Section 7 - Additional Terms for CFDs trading
SECTION 1 - GENERAL TERMS AND CONDITIONS
The terms and conditions in Section 1 of this Agreement, together with all disclosures, terms, conditions, rules, and regulations included on the Website (as defined below), as the same may be amended, modified, supplemented, or replaced from time to time, shall govern the general relationship between you (as a customer of SDIL) and SDIL in respect of all Transactions and Services provided to you. This Section 1 applies to all types of Accounts opened or to be opened from time to time by you with SDIL and all types of Services to be provided to you by SDIL from time to time.
In the event of any conflict or inconsistency between Section 1 of this Agreement and any other Section of this Agreement, that other Section shall prevail but only to the extent of such conflict or inconsistency.
1. Definitions and Interpretation
1.1. Definitions
In this Agreement, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:
"Access ID" means any access identification created to sign in to your Account or Accounts that is unique to you.
"Account" means all and any accounts of any nature which SDIL has opened or maintained for you or for your benefit (including but not limited to SDIL's trust accounts in Mauritius held for the benefit of its customers, Custodial Account, Fund Mall Account, Futures Account, Margin Account, Options Account and Securities Account) or, where you consist of more than one Person, any one or more of you.
"Account Statements" means any statement of Accounts that may be provided by SDIL to you.
"Applicable Laws" means all relevant or applicable statutes, laws, rules, regulations, notices, orders, by-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (and any and all forms, letters, undertakings, agreements, deeds, contracts and all other documentation prescribed thereunder), whether of a governmental body, regulatory or other authority, market, exchange, clearing house or self-regulatory organisations in relation to which a party or a relevant Account or Transaction is subject to. This also includes the constitution, by-laws, rules, regulations, customs and usages of the exchange or market where Options Contracts and/or Futures Contracts (as the case may be) are executed (and of the applicable clearing house, if any), and any applicable federal law as amended from time to time, and the rules and regulations thereunder and any applicable rules and regulations of self-regulatory organisations.
"Application Form means the application form provided by SDIL on its platform to a Customer for the purposes of opening an Account with SDIL, in accordance with SDIL's general operating procedures.
"Approved Securities" means such Securities (as applicable) as may from time to time be approved by SDIL acting in its discretion, and as permitted by Applicable Laws to be purchased via a Margin Facility.
"Asset means any financial instruments (including without limitation any securities, collective investment schemes and derivatives contracts), and any items, goods, or properties belonging to you and, if applicable, documents of title thereto.
"Associated Person" means a natural person who is or has been entrusted with prominent public functions (including the roles held by a head of state, a head of government, government ministers, senior civil service officers, senior judicial or military officials, senior executives of state-owned corporations, and senior political party officials) whether in Mauritius or a foreign country, and any immediate family members and close associates of such natural person.
"Authorised Person" means a Person authorised by you to access the Services in relation to your Account.
"Authorised Signatory" means a Person authorised (whether solely or jointly with another Person) to give Instructions, orders, notices, communications, messages, information, or other materials in respect of your Account and its operation, to enter into any agreement or Transaction or to request for any Service or new Services to be provided by, or Accounts to be opened with or maintained by, SDIL for your benefit.
"Automatic Liquidation" shall have the meaning ascribed to it in Clause 5.2 of Section 2 Additional Terms for Margin Trading.
"Business Day" means a day (other than a Saturday or Sunday or Mauritius public holiday) on which SDIL is open for business in Mauritius and, in relation to Instructions and Transactions involving a foreign element, a day when banks and relevant financial markets and institutions are open for business in the country concerned.
"CFDs Account means a segregated account established by SDIL for your benefit and the purpose of your Transactions in connection of CFD transactions.
"CIS Unit" means a unit in a Collective Investment Scheme.
"Clearing Firm" means any contracted clearing firm of SDIL which provides custodial services and/or clearance and settlement services for customers of SDIL.
"Collateral" means any asset acceptable to each of SDIL and the Clearing Firm from time to time furnished as continuing security for your obligations hereunder including cash, bonds, stocks, shares, and other types of Assets.
"Collective Investment Scheme" or "CIS" shall have the meaning ascribed to it in the Securities Act and any other collective investment scheme satisfying such definition and as distributed by or made available through SDIL from time to time.
"Communication" shall have the meaning ascribed to it in Clause 7.1 of Section 1 General Terms and Conditions.
"Connected Person" in relation to (a) an individual, means (i) the individual's spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister; and (ii) a firm, a limited liability partnership or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm, limited liability partnership, or corporation, whether such control is exercised individually or jointly; or (b) a firm, a limited liability partnership, or a corporation, means another firm, limited liability partnership, or corporation in which the first-mentioned firm, limited liability partnership, or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation.
"Contact Details" means your address, telephone number, email address or any other contact detail provided by you to SDIL.
"Contract Notes" means the written confirmation of a Transaction which may be provided either electronically or on paper.
"Custodial Account" means an account opened by SDIL or its Intermediaries for your benefit at the Clearing Firm or banks for the purpose of holding your Assets and cash.
"Custodian" means SDIL, or an Intermediary that is a custodian or sub-custodian (whether in Mauritius or elsewhere) appointed by SDIL from time to time in respect of (a) the Customer's monies and/or (b) any Financial Products subscribed for or purchased by the Customer through the Account
"Customer Custody Accounts" shall have the meaning ascribed to it in Clause 21.1 of Section 1 General Terms and Conditions.
"Customer Data" means all information and documents relating to you (and, where applicable, your directors, partners, agents, representatives, shareholders and beneficial owners), your financial condition, any Account, the beneficial owners and beneficial ownership of the Accounts, the Services or any other products or services provided or proposed to be provided to you, your Assets, Collateral, any Transactions or dealings between SDIL and you, this Agreement and/or any other agreements between SDIL and you including, but not limited to, Personal Data.
"Debit Balance" means a negative cash balance (which is subject to interest charges) in the Account, up to such amount as SDIL may from time to time inform you of (taking into account such factors as SDIL may think fit (including, but not limited to, the amount and type of Collateral held in the Custodial Account)) reflecting the debts owed by you to SDIL.
"DPA" means the Data Protection Act 2017 of Mauritius and all subsidiary legislation, notices, and guidelines promulgated thereunder, as amended, revised or restated from time to time.
"Due Diligence" means investigations and checks that SDIL may conduct (whether directly or through an agent) to confirm a Person's identity or particulars.
"Electronic Instruction" means any communication, instruction, Order, message, data information, other materials, or request received by SDIL via the Electronic Trading Services and referable to the Access ID and/or Password or Authorised Person's Access ID and/or Password (including use of the Access ID and/or Password or Authorised Person's Access ID and/or Password by any person, whether authorised or unauthorised by you or your Authorised Person) from you or your Authorised Person, or purporting to come from you or Authorised Person.
"Electronic Trading Service" means any electronic trading and other services or facilities which SDIL may make available to you from time to time, including through or at the Website, which allows for transmission, storage and processing of Electronic Instruction(s) and account maintenance, and offered via electronic means, including any card, electronic, computerised or telecommunication devices or modes of operating Accounts in or outside Mauritius, and where the context requires, also means any Access ID or Password used to access electronic trading services.
"Equity means the mark-to-market value of Collateral held in the Account as determined by SDIL, subject to any haircuts that SDIL may, in its sole discretion, apply to any or all Collateral.
"ETF" means an exchange traded fund.
"Executing Broker" means any contracted executing broker of SDIL which provides order routing and market data services for securities markets for customers of SDIL.
"Event of Default" means any of the events of default described in Clause 5 of this Section 1 General Terms and Conditions.
"Exchanges" means internationally recognised stock exchanges, including but not limited to, NASDAQ, NYSE, OPRA, HKEX, LSE, NZX, CME, SGX-ST, CBOE, OSE.
"FCM" means a futures commission merchant, or an entity which is a registered broker of futures and options on futures
"Financial Product" means any Securities, Futures Contracts or CIS Units which SDIL offers to its customers on its trading platform.
"Fund Mall Account means an account established by SDIL for your benefit and the purpose of your Transactions in connection with CIS Units
"Fund Representative" means the manager and/or issuer of any Fund.
"Futures Account" means a segregated account established by SDIL for your benefit and the purpose of your Transactions in connection of Futures Contracts.
"Futures Contract" shall have the meaning ascribed to it in the Securities Act
"Initial Margin" means such initial margin requirement(s) as SDIL may consider appropriate and impose on you and/or your Margin Account from time to time, and which may be amended from time to time at the discretion of SDIL.
"Instructions means any communication, instruction, Order, message, data information, other materials, or request received by SDIL, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to SDIL by such means as SDIL may allow, and shall include an "Electronic Instruction".
"Intended Denomination means the standard nominal amount (or its multiples) of a bond, which is specified in the bonds' relevant documents, including, but not limited to, the offering circular, information memorandum, prospectus and pricing supplement.
"Intermediary" or "Intermediaries" shall have the meaning ascribed to it in Clause 4.1 of Section 1 General Terms and Conditions.
"Liabilities" means all monies, obligations, and liabilities now or at any time hereafter due, owing, or incurred by you to SDIL and any of its Intermediaries, wherever incurred, whether on the Account, or in respect of the Services or any Transaction or any Instructions or otherwise in whatever manner and actual or contingent, present or future and in whatever currency and whether solely or jointly and in whatever name, style, or form and whether as principal debtor or as surety, including all Margin Facilities extended to you, obligations assumed by SDIL, any Executing Broker or Clearing Firm in your favour or other persons at your request, together with interest, commissions, fees, charges and all expenses, and legal costs on a full indemnity basis.
"Loss" means any and all expenses, losses, damages, liabilities, demands, charges, actions and claims of any kind or nature whatsoever.
"Margin Account" means an Account providing you access to SDIL's Margin Facility.
"Margin Call" means a request from SDIL for additional cash or Collateral to be used to cover your financial obligations and/or open position(s) and for the purposes of providing the Initial Margin and/or maintaining the Margin Maintenance Requirement.
"Margin Facility" means a loan reflected as the Debit Balance granted (or to be granted) by SDIL to you in connection with your purchase, sale, trading in, or otherwise dealing in Approved Securities/Units (as may from time to time be notified to you by SDIL), up to such amount and to such extent as SDIL may from time to time agree.
"Margin Maintenance Requirements" means such margin maintenance or close-out margin requirement(s) as SDIL may consider appropriate and impose on you or your Margin Account from time to time, and which may be amended from time to time at its discretion.
"Margin Requirements" means the Initial Margin and the Margin Maintenance Requirements.
"Market Data" means data (including but not limited to symbols information, statistics and any other data in letter or numeral form), whether real-time or delayed, disseminated by the relevant stock exchange(s) disclosing, describing, summarising or otherwise commenting on the trading of the relevant Financial Product. This includes but is not limited to opening and closing prices, high-low prices, settlement prices, real-time buying and selling prices, open interest information, last sale prices, price limits, requests for quotations, fixing prices, data curves, estimated and actual volume data, contract specifications and advance or delayed message.
"Market data providers" shall have the meaning ascribed to it in Clause 13.1 of Section 1 General Terms and Conditions.
"Option" means an instrument that entitles (but does not oblige) the holder to sell or buy respectively the specified underlying asset (other than an exchange-traded derivatives contract) during a specified period of time at an agreed price with another party.
"Options Clearing Corporation" or "OCC" means the entity which is responsible for all operations and oversight over activities related to options trading in the USA.
"Options Contract" means a contract to buy or sell an Option.
"Option Exercise Time" shall have the meaning ascribed to it in Clause 6.1 of Section 3 Additional Terms for Options Trading.
"Order" means an order to buy or sell or trade in any Financial Product or to otherwise enter into a Transaction, given or purportedly given by you or your Authorised Person or any other Authorised Signatory to SDIL by such means as SDIL may allow.
"Order Request" means the placement of an Order by you through our trading platform or via telephone with a representative of SDIL.
"Password" means any word, number, or combination thereof which is used to confirm your identity in entering your Access ID to access or use any of the provided systems or trading platforms.
"Person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
"Personal Data" means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which SDIL has or is likely to have access, such as the individual's name, identification number, location data, online identifier, telephone numbers, address, email address and any other information relating to the individual.
"Risk Disclosure Statement" means the risk disclosure statement provided to you during the account opening process or otherwise.
"Securities" shall have the meaning ascribed to it in section 2 of the Securities Act.
"Securities Account" means a segregated account established by SDIL for your benefit and the purpose of your Transactions in connection of Securities, including Margin Account.
"Services" means the products and services offered by SDIL to its customers under this Agreement.
"Securities Act" means the Securities Act 2005 of Mauritius and all subsidiary legislation, notices, and guidelines promulgated thereunder, as amended, revised or restated from time to time.
"Subscriber", in relation to the usage of Market Data, means a Customer who uses the Market Data on the Website.
"System" shall have the meaning ascribed to it in Clause 5.2.1of Section 2 Additional Terms for Margin Trading.
"Tax" means any fee or charge levied by a government agency in Mauritius or any other relevant jurisdiction.
"Terms" means the terms and conditions of this Agreement.
"Transaction" means any transaction effected by SDIL with you or for your benefit including any transaction pursuant to or as a result of an Instruction and any transaction effected by SDIL in relation to an Account.
"Undersigned", "Customer" or "you" means the person or persons named in the Account application for purposes of registration at the website and/or App as the applicant(s), and where the context so admits, includes any one of those persons and may include one or more individuals, a company, sole proprietorship, partnership, club, society, charity, trust, and includes an Authorised User or an Authorised Signatory or any person acting in any authorised capacity for a Person or Persons.
"US Person" means a United States citizen or corporation, a fiscal resident of the United States or a person liable to tax in the United States on any grounds whatsoever.
"Website" means the URL address of SDIL: www.skysdil.com
1.2. Interpretation
In this Agreement, and unless the context otherwise requires:
(a) headings and titles are inserted for convenience only and do not affect the interpretation of the contents;
(b) any reference to any agreement or document is to that agreement or document (and, if applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
(c) any reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislative provision;
(d) the singular includes the plural and vice versa;
(e) any reference to any gender shall include the other genders;
(f) any reference to SDIL's, a Clearing Firm's, an Executing Broker's, or Intermediary's "discretion" shall be construed to refer to such entity's "sole and absolute discretion"; any determination to be made by such entity or any exercise by such entity of any rights or entitlement may be made at its sole and absolute discretion and, in every case, shall be conclusive and binding on you; and
(g) "Person" includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state, or agency of a state (in each case, whether or not having separate legal personality).
1.3. All Transactions and Services provided through any Account are entered into in reliance on the fact that this Agreement and all arrangements in relation to outstanding transactions shall form the entire agreement between SDIL and you, and supersedes all prior or contemporaneous agreements between SDIL and you.
1.4. By completing the Application Form, agreeing to open the Account, maintaining or operating an Account, issuing any Instructions, entering into any Transaction or accessing, acquiring or using any Services from, with or through SDIL, you acknowledge to SDIL that you have received, read and understood this Agreement and all its contents, acknowledge and accept the risks and other matters disclosed in this Agreement, and agree to, and undertake to be bound by, as applicable to the Account, Instructions, Transaction, and Service accessed, acquired or used.
1.5. Our agreement to perform our obligations under this Agreement, including accepting any of your Instructions, is subject to the fulfillment of all condition precedents that we may prescribe from time to time (including your acknowledgements, acceptance, agreements and undertakings in this Agreement). In this connection, we may require the execution of additional documentation, either by you or any other third party.
2. Amendment of terms in this Agreement
2.1. Without limiting any of our rights, we may at our discretion, add, vary, amend, supplement, or otherwise introduce new terms to this Agreement from time to time. This Agreement so expanded, varied, amended or supplemented shall be effective immediately upon the posting of the expanded, varied, amended or supplemented Agreement on the Website with respect to all Transactions and Services.
2.2. SDIL may provide notice of such expanded, varied, amended or supplemented Agreement through the Website or by such other method of notification as SDIL may designate (which may include notification by way of email or via Electronic Trading Service). Such expansion, variation, amendment or supplement shall take effect on the date of such notice or on the date that SDIL may specify without further consent from you.
3. Compliance with Applicable Laws
3.1. You acknowledge and agree that SDIL will execute your Transactions via Executing Brokers and Clearing Firms and all Transactions undertaken by you or on your behalf through SDIL under this Agreement will be subject to the trading rules and policies of, or that apply to, as the case may be, both the relevant Executing Brokers and the Clearing Firms. In addition, any Order routed in any other jurisdiction will also be subject to the Applicable Laws in the relevant jurisdiction.
3.2. You acknowledge and agree that your relationship with SDIL hereunder, the opening, maintaining and operation of all Accounts, the provision of all Services, the implementation and execution of all Orders, and the entry into and settlement of all Transactions, shall be subject at all times to Applicable Laws. Notwithstanding anything herein to the contrary, SDIL may take or refrain from taking any action whatsoever and you shall do all things required by SDIL (including giving your full co-operation with any market, exchange or clearing house) to ensure compliance with Applicable Laws and SDIL shall have no liability whatsoever to you for doing so.
3.3. You shall ensure that you comply with all Applicable Laws in relation to each Transaction, including obtaining all necessary authorisations, licences, approvals and consents of any governmental or other regulatory body or authority as may be required. SDIL may require you to supply, and you shall supply, such evidence of compliance as SDIL may require. Notwithstanding the foregoing, the absence or lack of any such authorisation, licence, approval or consent shall not be a bar to any action or proceedings for recovery of payment or delivery by SDIL against you in respect of any Account, Service, Transaction or any other obligation under this Agreement.
3.4. You further acknowledge and agree that SDIL shall not be required to inform or obtain prior consent from you to comply with any order or directive of any court or any applicable regulatory authority issued on or in respect of your Account. You also acknowledge and agree that SDIL shall not be required to inform you after having complied with such order or directive, and SDIL shall not be responsible for any loss whatsoever to your Account arising from SDIL's compliance with such order or directive.
3.5. SDIL shall not be liable to you as a result of any action taken by SDIL or its agent to comply with any Applicable Law. Any failure by SDIL to comply with any Applicable Law shall not relieve you of any obligations under these Terms nor be construed to create any rights thereunder in favor of you against SDIL.
4. Use of Intermediaries
4.1. You acknowledge that SDIL may, and you consent to and authorise SDIL to, appoint, engage or use from time to time directly or indirectly, any Person (including another broker, correspondent broker, Custodian, executing broker, dealer, market-maker, exchange, clearing firm, clearing house, bank, custodian or other third party) (such Person, an "Intermediary"), whether in Mauritius or elsewhere, whether or not associated with, connected to or related to SDIL, for the provision of any facilities and services under this Agreement.
4.2. The use of any Intermediary shall be upon such terms and conditions as SDIL deems fit in its discretion. If SDIL has exercised reasonable care in its selection of the Intermediary and contracted such Intermediary in good faith, you acknowledge, agree and accept that SDIL shall not be liable or responsible to you for any and all Losses, claims, Liabilities, damages, costs of whatsoever nature or howsoever arising including profits or advantages which may be deprived or lost in connection with the use, engagement, or appointment of any Intermediary or any act or omission of such Intermediary (including any Intermediary default beyond SDIL's control).
4.3. Without prejudice to the generality of the foregoing, SDIL shall not be responsible to you in any case for an Executing Broker's or dealer's inability to execute Orders.
4.4. Without prejudice to the generality of the foregoing, SDIL reserves the right to appoint any Executing Broker or Clearing Firm as it may determine at its discretion or to transfer any of your Accounts to the relevant Intermediary at its discretion. SDIL will do so in order to ensure order execution and/or safety of your Assets. You acknowledge and agree that the Executing Broker or Clearing Firm shall be entitled to exercise any and all rights and remedies available to SDIL, including but not limited to the right to cancel an outstanding Order, close out Transactions, or sell your Securities or other property held in your Accounts to satisfy any outstanding Liability to the Executing Broker and/or the Clearing Firm. Such third party rights conferred on the Executing Broker and Clearing Firm do not establish any contractual relationships between you and the Executing Broker and/or the Clearing Firm.
4.5. The Clearing Firm, the Executing Broker, and the Intermediaries, unless specifically stated otherwise, act as agents of SDIL in providing Services to you. SDIL does not in any way act as agent of the Clearing Firm, the Executing Broker or any of the Intermediaries. Your contractual relationships and recourse are to SDIL, not the Clearing Firm, the Executing Broker, or any of the Intermediaries unless specifically provided otherwise herein.
5. Customer Information
5.1. For the purposes of SDIL providing any Services under this Agreement (including for the opening and maintenance of an Account), you agree to immediately and voluntarily provide SDIL with any and all information and documents that SDIL may from time to time request from you including such information and documents as SDIL may require under Applicable Laws to satisfy and/or fulfill its legal and regulatory requirements under Applicable Laws, in particular, those relating to the prevention of money laundering and countering the financing of terrorism, whether issued by the FSC or otherwise or pursuant to the request or requirement of any court of competent jurisdiction, governmental, regulatory, tax or other agency, authority or body, exchange, clearing house, broker, dealer, market-maker, clearing firm, or relevant third party whether in or outside Mauritius.
5.2. You represent and warrant that the information provided to SDIL at any time, including but not limited to the Application Form, setting up of an account profile, giving Instructions, entering into a Transaction and any and all other information and documents requested by SDIL, is true, complete, accurate, and not misleading in any respect.
5.3. You further understand that you have a duty to, and agree and undertake to, immediately update SDIL on such information and documents if there is any change to such information, documents, or financial circumstances provided by you to SDIL. You further represent and warrant that such updated information and documents will be true, complete, accurate, and not misleading in any respect. If you fail to do so, SDIL shall not be responsible for any resulting Loss, damage, claim, action, or cost to you.
6. Consent to Disclosure of Personal Data and Information
6.1. You may have provided, and may from time to time provide, to SDIL, Personal Data concerning you or your directors, officers, employees, Authorised Persons, Authorised Signatories, partners, shareholders or beneficial owners (for the purposes of this Clause 6, collectively, "Natural Persons").
6.2. You acknowledge that failure to supply all of the data requested by SDIL may result in SDIL being unable to provide you with the Accounts and/or Services contemplated under this Agreement or to enter into any Transactions.
6.3. When disclosing such Personal Data to SDIL, you represent, warrant and undertake that:
6.3.1. you would have prior to disclosing any Natural Person's Personal Data to SDIL, obtained the appropriate consent from the Natural Persons whose Personal Data are being disclosed to: (i) permit you to disclose the Natural Persons' Personal Data to SDIL for the Purposes (as defined under Clause 6.4); (ii) permit SDIL (in Mauritius or elsewhere) to collect, retain, use, disclose and/or process the Natural Persons' personal data for the Purposes; and/or (iii) notify SDIL if you at any time receive notice from any such Natural Person that such Natural Person has withdrawn his consent to the collection, use or disclosure by SDIL of Personal Data about him for any Purpose;
6.3.2. you shall give SDIL notice in writing as soon as reasonably practicable should you become aware that any Natural Person mentioned above has withdrawn such consent as set out above under Clause 6.3.1. Without prejudice to SDIL's rights under any Applicable Laws and/or any other agreement between SDIL and you, upon the receipt by SDIL of the said notification or, in the event that SDIL at any time receives notice from any such Natural Persons that such Natural Person has withdrawn his consent to the collection, use or disclosure by SDIL of Personal Data about him for any Purpose, SDIL shall have the right to discontinue or not provide any of the Accounts and/or Services contemplated under this Agreement or to enter into any Transactions. You shall otherwise assist SDIL to comply with the DPA.
6.4. You hereby agree, authorise and consent to SDIL and its directors, officers, employees, agents, representatives, contractors and/or third party service providers collecting, using, disclosing, and/or processing any and all of the Customer Data (including all Personal Data) for any one or more of the following purposes (collectively, the "Purposes"):
6.4.1. to perform any obligations in the course of or in connection with SDIL's provision of the goods and/or services requested by you;
6.4.2. for verification purposes, including (i) credit checks; (ii) data verification, including comparing with any other Personal Data (howsoever collected);
6.4.3. to review and approve your application for the Account, products or services provided or to be provided to you, conducting initial and anticipatory credit checks and assessments, relevant checks and reviewing your on-going creditworthiness or any other person;
6.4.4. to carry out new or existing client verification procedures and ongoing account administration;
6.4.5. to respond to, handle, and process queries, requests, applications, complaints, and feedback from you;
6.4.6. to administer and/or manage your relationship and/or Account(s) with SDIL;
6.4.7. to process payment or credit transactions;
6.4.8. to provide you with marketing, advertising and promotional information, materials and/or documents relating to the investment products and/or services that SDIL or its business partners may be offering or managing, whether such products or services exist now or are created in the future via following modes of communication: (i) postal mail and/or electronic transmission to email address; and (ii) telephone contact number by way of voice, text (SMS/MMS), fax, VOIP based smart phone application such as WhatsApp, Viber, etc;
6.4.9. to develop and improve any products and services offered or to be offered by SDIL to meet your needs;
6.4.10. to comply with any Applicable Laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, including all government agencies and authorities, tax authorities, regulators, exchanges, clearinghouses, markets, or depositories;
6.4.11. to disclose to whom SDIL is under a duty to disclose;
6.4.12. to disclose to whom such disclosure is considered by SDIL to be in SDIL's interest;
6.4.13. any other purposes for which you have provided the information;
6.4.14. any other incidental business purposes related to or in connection with the above; and/or
6.4.15. to transmit to SDIL's affiliates or any unaffiliated third parties including SDIL's Intermediaries, third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Mauritius or abroad, for one or more purposes.
6.5. You further authorise SDIL and/or its affiliates and/or relevant third party service providers to make such enquiries and carry out such credit checks and assessment on you and to obtain from any third party any and all information regarding you or your relationship or account(s) with such third party as SDIL may in its sole and absolute discretion deem fit, and undertake to execute and deliver such documents as SDIL may require for the purposes of such enquiries, credit checks and assessment and the obtaining of such information, including but not limited to a letter of authorisation in such form as SDIL may require.
6.6. You acknowledge and agree that any Account established pursuant to this Agreement shall be subject to anti-money laundering requirements established by applicable government agencies or self-regulating organisations, and undertake to provide, upon request, any documents or certifications requested by SDIL which SDIL believes are necessary or advisable to obtain for anti-money laundering compliance purposes.
6.7. To the extent permissible under Applicable Laws, you have the right to access and/or correct your Personal Data. You acknowledge that some Personal Data may be exempt from such access and/or correction rights. Any such request for access to and/ or correction of your Personal Data should be in writing and addressed to SDIL at its address for the time being in force. SDIL may charge an administrative fee for the processing of any request to access Personal Data.
6.8. You consent to SDIL transferring any Customer Data (including Personal Data) to any party to whom SDIL is authorised to disclose the same to under this Agreement notwithstanding that such party's principal place of business is outside of your country of domicile or incorporation, as the case may be, or that such data following disclosure shall be collected, held, processed, or used by such party in whole or part outside of your country of domicile or incorporation or the transfer is otherwise made to a person outside Mauritius.
6.9. For the avoidance of doubt, in the event that the DPA or any other Applicable Laws permit an organisation such as SDIL to collect, use or disclose Personal Data without consent, such permission as may be granted shall continue to apply.
6.10. You agree that where written consent or permission is required by law, regulation or otherwise for any such collection, use, disclosure and/or processing of personal data by SDIL, the signing or electronic agreement or acceptance via application form(s), account opening document(s), consent form(s), and/or other methods of consent notification, as well as in any other manner permitted by law or regulation shall constitute and be deemed to be sufficient written consent or permission for such collection, use, disclosure, and/or processing of Personal Data.
6.11. SDIL's rights under this clause 6 shall be in addition to and without prejudice to SDIL's other rights and powers available pursuant to any other statutory provision and in any law or regulation and nothing herein is to be construed as limiting any of these other rights and powers.
6.12. Where Personal Data is transferred to any of SDIL's related companies, affiliates, agents, or third parties outside of Mauritius, SDIL will ensure that such entities provide a standard of protection to Personal Data so transferred that is comparable to the protection under the DPA.
6.13. If you do not wish for SDIL to collect, retain, use or disclose your Personal Data for any of the above Purposes, to the extent applicable under the DPA, you may withdraw your consent at any time by written notice to SDIL. Depending on the circumstances and the nature/ extent of your withdrawal, however, the withdrawal of consent may result in SDIL's inability to open or maintain any of the Accounts or to provide you with (or continue providing you with) any Service, enter into any Transaction or maintain any of your positions and hence, may result in the termination of your customer relationship and/or the Accounts with SDIL or result in other consequences of a legal nature which may arise by virtue of your legal relationship with SDIL.
7. Notices, Communications, Contract Notes and Account Statements
7.1. Reports, statements, Contract Notes, notices and any other communications given hereunder (collectively, "Communications") may be transmitted to you by SDIL (or by any Intermediary appointed on behalf of SDIL) via the Website or the Electronic Trading Services, or by telephone, electronic mail, facsimile or post to any of your Contact Details provided by you to, and last known to, SDIL. You hereby undertake to keep each Contact Detail updated at all times and to regularly check your email and telephone for Communications from SDIL. All written communication shall be deemed received by you:
7.1.1. two (2) days after dispatch by post to your last mailing address known to SDIL if the same is a Mauritius address or five (5) days after dispatch by post to your last mailing address known to SDIL if the same is not a Mauritius address;
7.1.2. immediately upon delivery, if delivered personally to you; and
7.1.3. at the time of dispatch or transmission by SDIL if sent by facsimile or electronic mail to any of your relevant facsimile or electronic mail addresses last known to SDIL, whether or not actually received by you.
7.2. All Communications (other than Instructions relating to Orders) may be sent by you in writing and sent by hand or registered mail, or via email, telephone, or facsimile transmission to SDIL, and all Communications sent to SDIL will only be effective upon receipt by SDIL of the same. You hereby waive all rights, if any, to bring an action against SDIL for any of the Communications you receive from SDIL.
7.3. By consenting to the electronic delivery of all information relating to your Account, you authorise SDIL to deliver all Communications by the following means: (i) by email to the email address specified by you; (ii) by posting the Communication on the Website, other sites on the Internet where the Communication can be read and printed; (iii) by sending you an email that includes a hyperlink to the Website or an address on the Internet where the information is posted, and can be read and printed; and (iv) by sending you a notice that directs you to an address on the Internet or a place within the website where the Communication is posted and from which it can be read and printed. Such delivery will be an effective delivery to you for the purposes of any Applicable Law whether or not the Communications are accessed or reviewed. You agree that SDIL fulfils its legal obligation to deliver you any Communications if sent via electronic delivery. You shall notify SDIL if you are unable to receive electronically delivered documents. Should you experience any difficulty opening a document electronically delivered by SDIL, you shall promptly notify SDIL in order to allow SDIL to make the required delivery by other means or otherwise amend delivery. Failure to advise SDIL of such difficulty within after delivery shall serve as an affirmation that you were able to receive and open such document. In the event that an email notification sent to you is returned to SDIL as undeliverable, SDIL will contact you. SDIL may elect to deliver Communications by other means which shall not affect your consent.
7.4. You may withdraw such consent at any time by providing electronic notice to SDIL through Website or request so by telephone. Upon receiving such request, SDIL may provide your Account Statements by post, in which SDIL reserves the right to levy an administration charge or SDIL may, in its sole and absolute discretion, terminate your Account.
8. Electronic Services
8.1. SDIL may, from time to time and at its sole and absolute discretion, provide to you, such website, computer, telephone, mobile telephone services or systems and/or other services or information accessible through SDIL's proprietary software or mobile technology for the purposes of, among other things: (i) viewing details or information relating to the Customer's Account; (ii) transmitting Orders to SDIL for execution; (iii) engaging in any other activities and services that SDIL may include as part of its Services from time to time; and (iv) providing access to (including but not limited to) Market Data, key market indicators and real-time quotes. SDIL may, from time to time and at its sole and absolute discretion and without notice to you, (i) amend, modify, suspend or terminate the operation of any electronic Services; (ii) suspend or terminate your access to or use of any electronic Services; or (iii) deactivate any of your Access IDs or Passwords (as the case may be). SDIL shall not be liable to you for any Loss which may be suffered by you consequent upon any of the above actions.
8.2. Electronic Contract Notes and Account Statements
8.2.1. You acknowledge and consent to that SDIL will provide you Contract Notes and Account Statements electronically in lieu of the hard copy of such documents. SDIL will provide you with an encrypted, secure inbox at the account management system website for receipt of all Contract Notes and Account Statements, which can only be accessed by signing in with your Access ID at the Website.
8.2.2. You shall check and verify all Account Statements and Contract Notes supplied by SDIL. Unless you object by (i) a verbal notice to the contrary within 14 days of the deemed delivery of such statement or confirmation; and (ii) followed by a written confirmation of such verbal notification from you to SDIL within seven (7) days of the date of the Account Statements, or the fifth (5th) Business Day of the date of the Contract Note (for equity Transactions) dispatched or transmitted, you will be deemed conclusively to have:
8.2.2.1. accepted and ratified all the matters contained in such Account Statements or, as the case may be, Contract Notes, as true and accurate and binding on you, subject to SDIL's right to rectify any error which SDIL determined may have been made or reflected; and
8.2.2.2. waived all rights to bring an action against SDIL in respect of any error or omission.
8.2.3. Notwithstanding any other provision in this Agreement or any other agreement or arrangement between you and SDIL to the contrary, all objections shall be deemed received by SDIL only if actually delivered or sent by registered mail, with return receipt requested. SDIL may at any time rectify any error on any entry, Account Statement or Contract Note which has been proved to its satisfaction, and may demand immediate repayment from you of any monies erroneously paid over to you as a result of such error. You shall immediately notify SDIL if an Account Statement or Contract Note is not received by you in the ordinary course of business.
8.3. Electronic Instructions and Communications
You agree with respect to all your Instructions that:
8.3.1. SDIL is authorised to act as your broker to transact in Financial Products for your Account based on your Instructions.
8.3.2. You acknowledge and agree that access to Electronic Trading Services is provided on an "as is" and "as available" basis, and that SDIL makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of such Electronic Trading Services. SDIL and/or, where applicable, its Intermediaries with whom SDIL or its Intermediaries has custodial and/or clearing relationship, shall not in any event be liable for any system error, faults, delay, interruption, congestion, force majeure or failure of the Electronic Trading Services, or any exchange or clearing house whatsoever and howsoever caused, other than by the gross negligence or wilful misconduct of SDIL. You shall indemnify, hold harmless and fully indemnify SDIL from and against any and all losses, damages, actions, expenses, costs, charges and liabilities (including legal costs on a full indemnity basis) suffered or incurred by SDIL in connection with your access to and use of such Electronic Trading Services and your acts or omissions in connection therewith, other than where such losses are directly caused by SDIL's own gross negligence or wilful misconduct.
8.3.3. Under no circumstances shall SDIL, its Intermediaries with whom SDIL or its Intermediaries has custodial and/or clearing relationship have any responsibility or liability to you in the event that, whether because of electronic or other mechanical failure, system failure or delay, force majeure, or any other reason, (i) you are unable to access the Electronic Trading Services or use the Website or trading platform, whether to place an Order, receive Account related information, or otherwise engage in any Securities related activities, or (ii) any exchange or clearinghouse sustains any mechanical, electrical or other failure, delay, interruption, or congestion, whether or not such results in a failure to maintain an orderly market, failure or delay in the execution, clearance, or confirmation of Transactions for the Account or otherwise.
8.3.4. You acknowledge that SDIL will not act upon Orders transmitted through electronic communications other than Orders you transmit through the Electronic Trading Services. SDIL, in its discretion, may decline to execute any of your Orders for a variety of reasons, including, but not limited to the size of the Order, market conditions, violations of this Agreement, violation of SDIL's stated policies, inadequate Account equity, insufficient Collateral, risk considerations, and other matters affecting trading generally.
8.3.5. All use (or purported use) of or access (or purported access) to the Electronic Trading Service by an Authorised Person shall be deemed to be your use or access. All references to your use (or purported use) of or access (or purported access) to the Electronic Trading Service in this Agreement shall be deemed to include the Authorised Person's use or access, where applicable.
8.3.6. You agree that the risk of electronic Instructions given by you pursuant to this Agreement not being genuine or being forged, fraudulent, ambiguous or erroneous lies solely with you, and you undertake to keep SDIL and its directors, officers, and employees indemnified against any and all Losses incurred by SDIL or its directors, officers, or employees arising out of anything done or omitted pursuant to the said electronic Instructions given or purportedly given by you or your Authorised Person. It is your responsibility to obtain independent professional advice in respect of any information and/or reports obtained via the Services, and to verify such information and/or reports. Neither SDIL nor its directors, officers, or employees shall have any liability to you incurring any loss, damage, cost, expense or claim whatsoever and howsoever caused or arising.
8.4. You acknowledge and agree that you have sole responsibility and shall be liable for the security and safe-keeping of your Account numbers as well as any and all passwords, identification and other codes issued to you by SDIL or by any certification authority duly recognised by SDIL for the purpose of enabling you to access the Services and Accounts.
8.5. You acknowledge and agree that any use (or purported use) of or access (or purported access) to the Electronic Trading Service and any information or data referable to the Access ID or Password or those of the Authorised Person and any Instructions shall be deemed to be, as the case may be: (i) for Electronic Instructions, use of or access to the Electronic Trading Service by you or such Authorised Person; (ii) information or data validly transmitted or issued by you or such Authorised Person; or (iii) Instructions transmitted or validly issued by you or such Authorised Person, and SDIL shall be entitled (but not obliged) to act upon, rely on, or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you or such Authorised Person. You further acknowledge and agree that you shall be bound by and agree to fully indemnify SDIL against any and all Losses, liabilities, claims, damages, and expenses (including legal fees) attributable to, any use of or access to the Electronic Trading Service referable to the Access ID or Password or those of an Authorised Person. You agree to promptly provide SDIL with any relevant information that would affect your Accounts.
8.6. An Access ID and Password may either be (i) determined and issued to you by SDIL; or (ii) provided by you and accepted by SDIL in its discretion. SDIL may at any time in its discretion forthwith invalidate the Access ID and/ or Password without giving any reason or prior notice and shall not be liable or responsible for any Loss suffered by or caused by you or arising out of or in connection with or by reason of such invalidation.
8.7. You are to notify us immediately if you (i) become aware of any loss, theft, or unauthorised use of your Access ID and/or Password; (ii) have knowledge that or have reason for suspecting that the confidentiality of the Access ID and/or Password has been compromised; (iii) receive a Contract Note for an Order that you did not place; or (iv) fail to receive an accurate Confirmation/Contract Note for an Order you did place.
8.8. You hereby agree to change your Password from time to time and you are responsible for the confidentiality and use of your Access ID, Password, Account Number, and for all Securities and other Transactions initiated through these means. Any Orders communicated to SDIL through these means will be considered to have been sent and authorised by you (whether such use is authorised or not).
WARNING: DO NOT SHARE YOUR ACCOUNT NUMBER, PASSWORD, OR ACCESS NUMBER WITH ANYONE WHOM YOU DO NOT WANT TO HAVE REGULAR ACCESS TO YOUR ACCOUNT.
8.9. You agree that SDIL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of any Instruction which was sent from a compromised Security Device or Password. Further, you agree that SDIL shall in no way be liable for any damages, expenses, Losses, or costs incurred by you as a result of inaccessibility of your Account due to the suspension or cancellation of a Security Device or Password. You shall be fully responsible and liable for any Orders placed with SDIL through the use of the Electronic Trading Services notwithstanding that such Order may have been given by a third party with or without authority to give such instructions or Order on behalf of the Customer, and the Customer may not be able to amend or cancel its Orders before they are executed.
8.10. In utilising the Electronic Trading Services, you agree:
8.10.1. not to do anything that will violate, infringe, prejudice or in any way affect SDIL's or any third party's intellectual property rights ("IP Rights") and shall take all necessary measures to preserve and protect these IP Rights. All IP Rights (whether by way of copyright or otherwise), in the information or reports available from or generated under this Agreement vest solely in and will remain the exclusive property of SDIL.
8.10.2. not to:
8.10.2.1. reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, exploit (whether for commercial benefit or otherwise) the information and/or reports obtained from or through the Electronic Trading Services in any manner whatsoever without the express written consent of SDIL;
8.10.2.2. use the information for any wrongful or illegal purpose or in contravention of Applicable Laws;
8.10.2.3. make any additions, modifications, adjustments or alterations to, tamper any part or corrupt any information or services available on or through the Electronic Trading Services;
8.10.2.4. permit any equipment or software to be linked to or communicate in any manner or be used in connection with any other service or system whereby any information and/or reports obtained from SDIL may be accessed, used, stored or redistributed by or through such other equipment or software; and/or
8.10.2.5. use the facilities available under the Electronic Trading Services otherwise than as contemplated under this Agreement or such other directions which may be issued by SDIL from time to time.
9. Update of your Information
9.1. You acknowledge that SDIL is required to obtain and record your personal and financial information to facilitate the opening, ongoing operation and maintenance of your Account, including monitoring your Account for compliance with regulatory requirements. You hereby agree to ensure that all information provided by you is at all times accurate and current. You also agree to provide, upon request, further information and verification of all information and immediately notify SDIL in writing of any change to your information provided.
9.2. It shall be your duty and you hereby undertake (without being prompted by or being so requested to do so by SDIL) to SDIL that you shall promptly notify SDIL in writing of any change in, including but not limit to the Contact Details: (i) your particulars, circumstances, status, including any change in citizenship, residence, tax residency, address(es) on record, telephone and facsimile numbers and email addresses; (ii) where applicable, your constitution, shareholders, partners, directors or company secretary, or the nature of your business; (iii) if you are a corporation or other entity, your corporate or organisational structure; and (iv) any information and/or document relating to any Account or to this Agreement or the Application Form as supplied to SDIL (including valid copies of identification documents such as passport particulars' page and Personal Data relating to any Natural Person).You undertake to provide any relevant supporting documents as SDIL may request for verification of such information updated. If you fail to comply with this Clause, SDIL shall be entitled to take such action or refuse to take any action as SDIL may deem fit (including but not limited to suspending or closing the Account) and SDIL shall not be responsible for any resulting Loss to you. Any change will be effective only upon SDIL's receipt of your notification and after SDIL's verification where it deems necessary.
10. Instructions/ Orders
10.1. SDIL will execute Orders for Transactions in Financial Products on your behalf, at your risk and upon your specific Instructions, provided that the Financial Products are of a type and are traded on markets in which SDIL in prepared at its discretion to transact. In executing such Orders, SDIL shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any Transactions effected and you acknowledge and accept the risk of any and all Losses or shortfalls that may result from any such Transactions effected.
10.2. You expressly acknowledge and agree that it is your responsibility to understand how an Order operates and the relevant rules and regulations of the exchanges in which the Orders may be routed to before you place any such Order with SDIL and you are solely responsible for ensuring the accuracy and completeness of all Instructions.
10.3. SDIL is not obliged to act on any of your Instructions or enter into any Transaction with you for any reason and without giving any reason therefore and SDIL shall not be responsible for or liable to you whatsoever as a result of such refusal to act, including but not limited to if: (i) any Instructions are, in SDIL's opinion, incomplete, unclear, conflicting, ambiguous or inconsistent with any other Instructions; (ii) any Instructions might cause SDIL to contravene any Applicable Laws (whether or not having legal and binding effect); (iii) SDIL has any doubt on the authenticity, clarity or completeness of the Instruction; and (iv) the form or content of such Instruction is not in accordance with the requirements or policies or practices as prescribed by SDIL from time to time.
10.4. SDIL may, at its discretion, rely on oral and written Instructions which SDIL reasonably believes to be given by you or any person(s) granted trading authorisation by you, and the Transactions executed as a result of those Instructions shall be fully binding on you. Notwithstanding the above, any incomplete, general, or ambiguous Instructions may be interpreted and processed in good faith by SDIL's representative in the most reasonable manner in accordance with industry standards. SDIL shall in no way be liable for acting on such incomplete, general, or ambiguous Instructions, and you shall reimburse SDIL for any damages, expenses, or Losses that may result from investigations or lawsuits that pertain to such an occurrence.
10.5. You agree and acknowledge that the Executing Broker(s) and Clearing Firm(s) are authorised to and may accept from and rely upon SDIL for Orders for the purchase and sale in your Account of Financial Products and other property and any other Instructions concerning your Account.
10.6. SDIL will not accept Orders by fax. All Orders MUST be entered via the trading platforms (which requires that orders are placed through the Electronic Trading Service), or communicated over the telephone or email with a representative of SDIL, where applicable. You agree that any placement of Orders through the trading platforms or via telephone or email ("Order Request") are subject to the following terms: (i) if SDIL, in its discretion, takes the Order Request, SDIL may, but is not obliged to, enter such Order Request on your behalf into the Electronic Trading Services, in which case SDIL will use reasonable endeavours to enter such Order Request into the Electronic Trading Services as soon as practicable. You acknowledge and agree that this may not be possible if the Electronic Trading Services are unavailable due to failure, breakdown, or outages of computer systems, telecommunications networks or systems or other network resources beyond SDIL's control or other similar events, actions, or omissions beyond SDIL's control.
10.7. SDIL may in its sole and absolute discretion refuse to take any such Order Request and/ or refuse to enter such Order Request on your behalf into the Electronic Trading Services without providing any reason therefore.
10.8. Unless otherwise provided, all Order Requests are deemed "Orders" (as such term is used in this Agreement) and accordingly shall be subject to the terms and conditions of this Agreement, which terms shall apply in full force and effect to all Order Requests. You acknowledge that any Order Request will not be binding on SDIL and that no Transaction is executed until and unless such Order Request has been entered and executed on the Electronic Trading Services pursuant to the terms and conditions of this Agreement.
10.9. You are responsible for the monitoring of all of your Orders entered into SDIL's Electronic Trading Services until such Order is confirmed or cancellation is acknowledged by SDIL.
10.10. Without prejudice to Clause 10.2, 10.5, 10.6, SDIL is not obliged to (but may in its discretion choose to) verify and satisfy itself as to the identity of the person purporting to give Instructions or the source and origin of such Instructions. If SDIL exercises its rights to do so, it may refuse to rely or act upon any such Instruction unless and until SDIL is satisfied as to the matters on which SDIL sought verification.
10.11. SDIL shall act on your Instructions as soon as reasonably practicable, but in the absence of gross negligence or wilful misconduct on SDIL's part, SDIL shall not be responsible for or liable to you for any Losses, damage, claims, actions, costs, charges, or expense, or any adverse market change arising from and in connection with (a) your providing Orders via fax or email which are NOT accepted nor acted on by SDIL; (b) any Loss, failure, error or delay in the transmission or wrongful interception of any Order through any equipment or system, including the Electronic Trading Services; and (c) any delay in entering, or inability to enter, Orders based on or relating to an Order Request into the Electronic Trading Service (whether such delay or inability is caused by SDIL or any of its representatives or agents).
10.12. Computer-based systems such as those used by SDIL are inherently vulnerable to disruption, delay or failure. YOU MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO YOUR SDIL ACCOUNT FOR EXECUTION OF YOUR ORDERS IN THE EVENT THAT THE ELECTRONIC TRADING SYSTEM IS UNAVAILABLE.
10.13. You acknowledge that some electronic markets permit continuous trading and that access to those markets may not be provided by SDIL or its Intermediaries. Under no circumstances shall SDIL or its Intermediaries bear any liability to you for any losses that may result from the inability to access markets due to such restrictions. You shall bear sole responsibility for the cancellation of all unexecuted Orders that can be executed during market hours for which access is not provided by SDIL or its Intermediary. If SDIL or its Intermediary believes that execution or attempted execution of any Order might contravene any Applicable Law or violate internal policies, SDIL or its Intermediary may, in its sole discretion, delay or refuse to execute any Transaction, at any time.
10.14. SDIL is not obliged to accept, or to subsequently execute or cancel, all or any part of a Transaction or any Instruction that you seek to execute or cancel. Without limitation of the foregoing, you acknowledge and agree that SDIL shall bear no responsibility for transmissions that are inaccurate or not received by SDIL, and SDIL may execute any Transaction on the Instructions actually received by SDIL.
10.15. You further understand and agree that:
10.15.1. if you choose to change or cancel any Order entered before execution is completed (and notwithstanding that SDIL did not inform you that your Order has been partially executed), you shall remain liable for all Transactions which were done for your Account until SDIL accepts your withdrawal. SDIL shall take no responsibility for the loss due to any delay in changing or cancelling of the Orders for any reason; and
10.15.2. where any jurisdiction restricts foreign ownership of Financial Products, SDIL shall have no duty to monitor and inform you of such restrictions and ascertain your nationality against such restrictions or whether the Financial Products deposited or received by you are approved for foreign ownership.
10.16. SDIL shall not be obliged to enter into any Transaction if:
10.16.1. there are insufficient moneys held in cleared funds or due to be received under any sale Transactions to the credit of your Account or held for your benefit to meet any purchase price (or any other amount payable by you under such Transaction) together with any estimated expenses to be incurred in connection with such Transaction; or
10.16.2. where applicable, there are insufficient available Margin Facilities provided by SDIL to meet such purchase price and expenses or if all terms and conditions relating to such Margin Facilities have not or will not be satisfied in SDIL's opinion. Without prejudice to the foregoing, where you have placed several Orders or Instructions and there are insufficient monies or available Margin Facilities to meet the resulting obligations, SDIL may, in its discretion, decide which of the Orders or Instructions will be executed, irrespective of the order in which, or dates on which SDIL received them. SDIL shall be entitled to debit the relevant Account with the amount payable for any Transaction on or (at SDIL's discretion) at any time before the settlement date.
10.17. SDIL reserves the right to cause any of your Orders to be routed for execution to one or more exchanges if SDIL's Executing Broker, in its discretion, determines that the same will result in the best execution of your Order.
10.18. SDIL will typically act as your broker in entering into Transactions effected by SDIL on your behalf and you will therefore be bound by such Transactions entered into or transmitted to the Executing Broker by SDIL. Notwithstanding this, you agree that neither the relationship between you and SDIL as described in this Agreement nor any other Service that SDIL provides to you shall give rise to any fiduciary or equitable duties on SDIL's part. All Transactions are subject to rules and policies of relevant markets and clearing houses, and Applicable Laws and regulations.
SDIL SHALL NOT BE LIABLE FOR ANY ACTION OR DECISION OF ANY EXECUTION BROKERS, EXCHANGE, MARKET, DEALER, CLEARING FIRM, CLEARING HOUSE OR REGULATOR.
10.19. You are fully aware of, acknowledge and understand the risks associated with communicating Instructions by telephone or any other form of electronic communication including the risk of misuse and unauthorised use of Access ID and/or password by a third party. You accept full responsibility for monitoring your Instructions and safeguarding the secrecy of your Access ID and password and agree that you shall be fully liable and responsible for any and all unauthorised use and misuse of your Access ID and/or password, and also for any and all acts done by any person through using your Access ID and/or password in any manner whatsoever.
11. Prior Consent for SDIL acting as Principal
11.1. You understand, acknowledge, and agree that SDIL, its affiliates, or other Persons connected with any of them may be (i) assuming the role of the counterparty and dealing as principal for its own account; or (ii) acting as agent or trustee or intermediary for the counterparty in relation to the products, investments, or transactions which you transact in through or with the assistance or involvement of SDIL.
11.2. You hereby irrevocably and unconditionally consent to SDIL's acting in such capacities and hereby authorise SDIL to continue to enter into such transactions for you without prior notice before executing your Instructions and despite SDIL acting in such capacities. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which SDIL may make or receive in respect thereof, you will have no claim against SDIL for, and SDIL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or any other Person shall not be entitled to ask for disclosure of) the fact or amount of any monetary gain or whatsoever. You also agree that SDIL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
12. Use and Access of Electronic Trading Services
12.1. You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use and/or access of the Electronic Trading Services, as well as any amendments to the aforementioned, issued by SDIL, from time to time.
12.2. Where SDIL grants you access to the Electronic Trading Services, SDIL shall grant you a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Electronic Trading Service pursuant to and in strict accordance with this Agreement. SDIL may provide certain portions of our Electronic Trading Service under licence from third parties, and SDIL reserves the right to revise the guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Electronic Trading Service. If you do not accept the amendments, you must stop using/ accessing the Electronic Trading Services.
12.3. SDIL provides the Electronic Trading Services to you only for your personal use and only for the purposes, and subject to this Agreement. You may not sell, lease, disseminate, reproduce, or provide, directly or indirectly, any or any portion of the Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Electronic Trading Services are owned by SDIL or by any applicable third party licensors or service providers engaged by SDIL to provide such Services, and are protected under copyright, trademark and other intellectual property laws and other Applicable Laws.
12.4. You agree and undertake NOT to and shall procure that you and/or Authorised Person does not: (i) use any equipment, device, software, or material which you and/or Authorised Person know or have reason to suspect contains any viruses, worms, malicious code or damaging component which may corrupt the Electronic Trading Service's data or interfere with the operation of the Electronic Trading Service; (ii) transmit any materials or information through the Electronic Trading Service which are or may be offensive, indecent, harassing, defamatory, threatening or unlawful under Applicable Laws or which you and/or Authorised Person knows or have reason to suspect contains any viruses, worms, malicious code or damaging components which may detrimentally interfere with the Electronic Trading Service or the operation of the Electronic Trading Service; (iii) use any of the electronic communication feature to solicit SDIL's other customers or others; and/or (iv) use the Electronic Trading Service other than in conformance with the acceptable use policies of any connected computer networks and any applicable Internet standards.
12.5. SDIL and its third party licensors or service providers (as the case may be) shall retain the intellectual property rights in all elements of the software and such software and databases within the Electronic Trading Services and you shall not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
13. Market Data
13.1. You hereby acknowledge and agree to the following in relation to any Market Data or other information that SDIL or any of SDIL's third party service providers (collectively referred as "the market data providers") provide to you in connection with your use of any Electronic Trading Services:
13.1.1. all Market Data is protected by copyright laws. You understand and acknowledge that the market data providers have a proprietary interest in the Market Data that originates on or derives from it or its markets. SDIL provides Market Data for your personal non-commercial use. You understand and acknowledge that such Market Data constitutes valuable confidential information, trade secrets and/or proprietary rights of each of the market data providers and Exchanges, not within the public domain, that such Market Data shall remain valuable confidential information, trade secrets and/or proprietary rights of each of the market data providers and Exchanges at least until the market data providers and Exchanges place their respective Market Data in the public domain or authorize placement of their respective Market Data in the public domain;
13.1.2. you will not sell, market, retransmit, publish or redistribute it in any way, unless you have entered into appropriate written agreements with the relevant market data providers;
13.1.3. SDIL and its market data providers shall not be liable for the accuracy, completeness, timeliness or correct sequencing of the Market Data;
13.1.4. SDIL and its market data providers shall not be liable for any interruptions in the availability of Market Data or your access to Market Data;
13.1.5. the Market Data is provided "as is" and on an "as available" basis. There is no warranty of merchantability, fitness for any particular purpose or noninfringement, and there is no other warranty of any kind, express or implied, regarding the Market Data;
13.1.6. the Market Data does not constitute financial advice and SDIL is therefore not acting as a financial or investment adviser when it provides you with market data;
13.1.7. SDIL and its market data providers are not responsible or liable for any actions that you take or do not take based on such Market Data or information;
13.1.8. SDIL is not responsible for, and you agree not to hold liable SDIL or its market data providers for, lost profits, trading losses, or other damages resulting from inaccurate, defective, or unavailable Market Data;
13.1.9. in any case, SDIL's liability arising from any legal claim (whether in contract, tort or otherwise) relating to the Market Data will not exceed the amount you have paid for the use of the Services or market data;
13.1.10. you will use such Market Data or information solely for the purposes set out in this Agreement and in compliance with the Applicable Laws;
13.1.11. you will pay such fees and any applicable Taxes (if applicable) associated with your use of Electronic Trading Services or use of Market Data as SDIL may reasonably charge from time to time;
13.1.12. SDIL may require you to comply with certain conditions in relation to your use of the Market Data;
13.1.13. SDIL may require you to provide us with information in relation to you or your use or intended use of Market Data. You agree to furnish promptly to SDIL, any information or reports that may be requested or required by SDIL, any market data provider or Exchange (as applicable) and that is reasonably related to your receipt of Market Data;
13.1.14. SDIL may, at its discretion, remove your access to Market Data at any time; and
13.1.15. SDIL may correct any execution reported to you that was based on inaccurate Market Data provided to SDIL by an exchange or market centre.
14. Risks relating to the use of the Internet
14.1. SDIL does not warrant the security of any information transmitted by you or to you through the Electronic Trading Services and you accept the risk that any information transmitted or received through the Electronic Trading Services may be accessed by unauthorised third parties. Transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet.
15. Recordings
15.1. SDIL may, in its discretion, record by any means and at any time any and all Communications between you and SDIL (whether such Communications are via the Electronic Trading Services, online chat sessions, or any other medium). You agree that all such recordings and all statements and Contract Notes and other records of SDIL and its Intermediaries relating to any Account, Service, Order or Transaction shall be binding and conclusive for all purposes whatsoever and shall be conclusive evidence of the Instructions, Communications, Orders, Order Requests, information, data and/or content of the calls, chat sessions, or emails transmitted by you and/or any Authorised Person through any medium and are admissible in evidence in any proceedings and you will not challenge or dispute the admissibility, reliability, accuracy, or authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system, and you hereby waive any right (if any) to so object.
16. Trading Limits and Restrictions
16.1. SDIL may in its sole and absolute discretion without giving any reason or without notice to you, at any time and from time to time impose, remove or amend any trading or Transaction restrictions or any limits, including position limits, Transaction limits and limits on contract size in respect to any Account upon you. No previous limit or restriction shall set a precedent or bind SDIL. You undertake to comply with and shall not breach or exceed such restrictions and limits as imposed on you by SDIL and any other trading restrictions or positions limits under Applicable Laws, including those imposed by any exchange or market or clearing house. If you exceed any trading restriction or position limit, SDIL is authorised to disclose your identity and your positions, and/or liquidate any of your positions.
16.2. SDIL shall have the absolute discretion to entirely or partially accept or reject any Order to ensure that the relevant limit or restriction imposed is not breached.
17. Sale of your Financial Products
17.1. SDIL shall not be under any obligation to act on any Instruction to sell any Financial Products (or enter into any Transaction in which Financial Products must be delivered) unless a sufficient amount of such Financial Products or other assets are held in your name (or that of SDIL's custodian or nominee for your benefit) or are due to be credited to your Account under any purchase Transactions which are not subject to any charge, lien, or other security interest in favour of any Person including SDIL. On receipt of any Instruction to sell Financial Products, SDIL shall be entitled to debit the relevant Account with the relevant Financial Products on or (at SDIL's discretion) at any time before completion of the said sale. You acknowledge that you shall not be entitled to withdraw or in any way deal with all or any part of the Financial Products or assets until completion of the said sale.
17.2. You agree that SDIL may transact, purchase, or sell any Financial Products for you at a single price or rate quoted to you which includes part of SDIL's and any of its agents' fees, charges or commissions, payment of which will be deducted from such price or rate.
18. Foreign Currency and Risk Involved with Foreign Currency
18.1. You acknowledge, undertake, and agree to be always primarily liable for all Transactions effected by or through SDIL with you or on your behalf pursuant to this Agreement. Where monies are payable in respect of any Transaction in any currency accepted by SDIL, (i) SDIL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at SDIL's or its agent's prevailing rates to convert the currency to such currency requested by you which SDIL agrees to accept, for intention of trading products denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) SDIL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at SDIL's or its agent's prevailing rates to convert one currency to another currency which are acceptable by SDIL in your Account upon your request for the transaction for any purposes and SDIL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your own account and sole risk; and (iv) all initial and subsequent deposits for Collateral purposes shall be recorded in such currency or currencies, and in such amounts, as SDIL may in its sole discretion elect.
18.2. SDIL may at any time, but is not obliged to, convert any amounts in any Account or standing to your credit in any other currency for the purposes of carrying out your Order or exercising its rights under this Agreement or under any Account. Exchange rate losses and the costs of conversion shall be borne by you.
18.3. Investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency's value against the base currency of your Account. SDIL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the relevant currency's value may fall in relation to The base currency of your Account.
18.4. In no event shall SDIL be required to effect, or be responsible for, the conversion of funds in anticipation of changes in prevailing rates of exchange.
19. Multi-Currency Account Facility
19.1. You agree that SDIL's obligations to you shall be denominated in (i) a currency, accepted by SDIL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
19.2. You may choose to trade products denominated in different currencies as compared with the base currency of your Account. Upon purchase of a Financial Product denominated in a different currency from the base currency without sufficient funds in such currency of product purchased, a Margin Facility will be created to fund the purchase, secured by the assets in the base currency in your Account. If you maintain positions denominated in foreign currency without sufficient fund in such currency in your Account, SDIL will calculate Margin Requirements by applying exchange rates specified by SDIL.
SDIL WILL APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
19.3. SDIL may, and you acknowledge and authorise SDIL to, hold your funds outside of Mauritius, in a jurisdiction that may be or may not be a money centre country or the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
20. Commissions and Fees
20.1. You agree to promptly pay all of SDIL's brokerage commissions and/or transaction, processing, and other fees at such rates (including but not limited to clearing and custodial fees) and in such manner as may be imposed from time to time by SDIL and posted on the Website, and which shall apply to your Account(s), your Transactions and the Services you receive. You further agree to pay all fees and other transaction costs imposed by any third parties including, but not limited to, those of any Intermediary that are passed through to you by SDIL.
21. Client Money and Assets
21.1. All money, approved securities or other property received by SDIL from you or from any other Person, including but not limited to, any clearing house, on your behalf, shall be held by SDIL as trustee or custodian, segregated from its assets and paid into a segregated bank account or a segregated debt securities account (collectively "Customer Custody Accounts"), and all such monies, approved debt securities or other property so held may be commingled with other client's funds and shall not form part of SDIL's assets for the purposes of insolvency or winding-up.
21.2. You agree and acknowledge that SDIL shall be entitled to, subject to any applicable market requirements and Applicable Laws, deposit any cash balances in any of the Customer Custody Accounts with any Intermediaries (whether in or outside Mauritius) as SDIL shall, in its sole and absolute discretion, think fit, including without limitation, with any of SDIL's affiliates.
21.3. You hereby authorise SDIL to withdraw and utilise from such Customer Custody Accounts:
21.3.1. monies or approved debt securities as may be required to meet SDIL's obligations to any clearing house, other clearing organisation or any executing broker arising in connection with any Transactions entered into by you pursuant to this Agreement;
21.3.2. monies that may be required to meet payments, whether to SDIL or otherwise, in respect of commission, brokerage, levies, interest and other charges directly relating to any Transactions entered by you or entered by SDIL acting on your Instructions pursuant to this Agreement;
21.3.3. monies or approved debt securities which are transferred to another Customer Custody Account or any of your Accounts for the purposes of this Agreement;
21.3.4. monies or approved debt securities paid to you in accordance with your Instructions, but in such case, notwithstanding such directions, no monies may be paid into any of your other Accounts unless such Account is a Customer Custody Accounts for the purposes of this Agreement;
21.3.5. monies representing interest earned in respect of such Account; and
21.3.6. monies or approved debt securities that may be required to meet SDIL's obligations to any party insofar as such obligations arise in connection with or are incidental to any Transactions entered into by SDIL on your behalf pursuant to this Agreement.
21.4. You acknowledge and agree that you shall not be entitled to receive any interest in respect of any monies, approved debt securities or other property in any of such Accounts held by SDIL for and on behalf of you for any reason whatsoever pursuant to Clause 21.3.5. You hereby agree to waive and relinquish in favour of SDIL any and all entitlement to interest accruing to any of your monies, approved debt securities or other property in such Accounts.
21.5. SDIL may in return for the interest waived and relinquished by you and at SDIL's sole and absolute discretion pay to you interest thereon of such amount or at such rate as SDIL may deem appropriate net of any administrative or other fee for crediting such interest into your Account.
21.6. You agree to and authorise SDIL and/or the Clearing Firm to hold your funds (which includes cash Collateral) in accordance with and in any of the forms of investments permitted under Applicable Laws in Mauritius and other jurisdictions as applicable. SDIL shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any specific investments effected and you acknowledge and accept the risk of any and all Losses or shortfalls that may result from any such investments effected.
21.7. You hereby agree to waive and relinquish in favour of SDIL and the Clearing Firm any and all entitlements to interest accruing to the foregoing investments. SDIL may however from time to time pay to you such portion of any actual interest it may receive with respect to such investments as SDIL deems appropriate in its discretion.
22. Maintenance of Foreign Trust Account
22.1. You authorise and consent to SDIL depositing or maintaining your monies and/or any other property received on account of you which are denominated in a foreign currency in a trust or custody account with a custodian outside Mauritius which is licensed, registered, or authorised to conduct banking business or act as a custodian, as the case may be, in that jurisdiction. You further acknowledge and agree that the laws and practices relating to trust accounts in the jurisdiction under which the custodian is licensed, registered or authorised may be different from the laws and practices in Mauritius relating to trust or custody accounts, and such differences may affect your ability to recover the funds deposited in the trust account and applicable foreign laws may not provide you for the same degree of investor protection as Mauritius law. You understand and accept that such consent and agreement to such arrangements entails a waiver on your part of any protection you may receive under Mauritius law. Owing to the nature of the execution and clearing arrangements which SDIL has entered into for your benefit, you acknowledge and agree to such waiver and for your monies and/or any other property to be handled in this manner.
23. Payment of Dividends and Interest
23.1. Any Asset which pays dividends or interest will declare a record date to establish entitlement for such payment. SDIL shall claim all amounts in respect of interest or dividends pertaining to your Assets held in custody which are known to SDIL to be payable. Such amounts shall be paid to you or held in the Customer Custody Account as and when they are actually received, but neither SDIL nor its Intermediary shall be responsible for claiming any other distribution or entitlement or benefit you may have on your behalf, or for taking up or exercising any conversion rights, subscription rights or other rights of any nature, dealing with takeover or other offers or capital reorganisations. SDIL and/or its Intermediary may execute in your name whenever it deems it appropriate such documents and other certificates as may be required to obtain the payment of income from your Assets or the sale thereof.
24. Exercise of any right and Power
24.1. You shall inform SDIL of any instruction to exercise any right or power arising from the ownership of Assets in writing to SDIL.
24.2. SDIL shall not be required to inform you of the dates on which any shareholder' or bondholders' meetings of the companies whose Assets it holds for your Account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies, or proxy soliciting materials in relation to such Assets. SDIL shall not exercise any voting rights attached to Assets, either directly or through a proxy designated by you, unless you have given, and SDIL has accepted, Instructions to this effect. If you do not provide any such Instructions, SDIL is not precluded from doing any of the matters referred to above at SDIL's discretion.
25. Event of Default
25.1. You understand that it will be an Event of Default if any of the following occurs:
25.1.1. if you fail to comply with or perform any of your obligations in this Agreement and/or any other agreement with SDIL, or in respect of any Account, Service, Order or Transaction;
25.1.2. if you fail to make, when due, any payment or delivery required to be made by you under this Agreement or in respect of any Account, Service, Order or Transaction;
25.1.3. if you fail or refuse for any reason whatsoever to provide or comply with any request by SDIL (or any Intermediary acting on behalf of SDIL);
25.1.4. where applicable, if you fail to comply with any requirement and/or additional Collateral, in SDIL's discretion, that SDIL considers necessary for its own protection at an earlier or later point in time than called for by SDIL's general policies regarding Margin Maintenance Requirements (as may be modified, amended, or supplemented from time to time);
25.1.5. if you fail to make, when and where due, any payment or delivery (including payment or delivery of any Collateral) required under this Agreement or you are generally unable to pay debts as they become due (or you admit of such inability);
25.1.6. if a petition for insolvency, bankruptcy, winding-up, dissolution, administration, reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, judicial management, assignment for the benefit of creditors or receivership is filed by or against you (or you pass a resolution or any step is taken for such insolvency, bankruptcy, winding-up, dissolution, administration, reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, judicial management, assignment, or receivership) or any voluntary or involuntary proceeding seeking relief under any insolvency or other law affecting creditors' rights is instituted by or against you or you make a general arrangement or composition or compromise with or for the benefit of your creditors or any of them;
25.1.7. if, in the event that you are a partnership, any of the partners thereof dies, becomes of unsound mind, or if an action is commenced to dissolve and/or alter the partners or the constitution of the partnership;
25.1.8. if any claim, action, legal proceeding, or other procedure or any step of any nature is commenced or taken against you in relation to the suspension or rescheduling of payments, a moratorium of any of your indebtedness, or the appointment of a trustee in bankruptcy, liquidator, administrator, judicial manager, receiver, trustee, or other similar official for all or any part of your property, revenues or undertaking, or enforcement of any security over any of your assets;
25.1.9. if any action is initiated or any step is taken for an action to be initiated for administration of a trust under any rule or law in any jurisdiction, a new trustee has been appointed, or any step is taken for you to resign or be replaced as trustee;
25.1.10. if your Account is attached or a secured party takes possession of all or any part of your assets or you have a distress, execution, attachment, expropriation, sequestration, or other legal process levied, enforced, or sued on or against all or any part of your assets and either (i) such secured party maintains possession or (ii) any such process is not dismissed, discharged, stayed, or restrained, in each case within five (5) calendar days thereafter;
25.1.11. in the event of your death or legal incompetence or unsound mind;
25.1.12. if in SDIL's discretion, it determines that there are sufficient grounds to doubt your performance of any obligation hereunder and, immediately after demand, you fail to provide assurance of such performance satisfactory to SDIL or its Intermediaries, as applicable; or
25.1.13. if any of your representations or warranties made to SDIL, whenever made, are false or misleading when made or become untrue.
25.2. You shall immediately notify SDIL if any Event of Default occurs, or if an Event of Default is likely to occur. Whenever SDIL in good faith considers it necessary for its protection, in accordance with its or its Intermediaries' general policies, SDIL may:
25.2.1. sell any or all Assets and other property held in any of your Account(s) (either individually or jointly with others);
25.2.2. cancel or complete any open, outstanding, unexecuted, or unmatched Orders for the purchase or sale of any Financial Product and other property;
25.2.3. borrow or buy-in any Financial Products and other property required to make delivery against any sale, including a short sale, effected for you, regardless of whether any demand for deposit or Collateral, other notice of sale or purchase, or other notice or advertisement has been made, each of which is expressly waived by you;
25.2.4. suspend (indefinitely or otherwise) or terminate any Account, or SDIL's relationship with you and accelerate any and all your Liabilities to SDIL so that they shall become immediately due and payable;
25.2.5. hedge and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which SDIL terminates such Transaction) by determining its value in good faith as of the date of the close-out as soon as practicable after the close-out;
25.2.6. liquidate all Collateral or part thereof at a price which SDIL deems appropriate in the circumstances;
25.2.7. call upon any Collateral including any guarantees and letters of credit which may have been issued to or in favour of SDIL as security for the Account(s);
25.2.8. apply any amounts of whatsoever nature standing to the credit of any Account against any amounts which you owe to SDIL (of whatsoever nature and howsoever arising, including any prospective or contingent amounts), or generally to exercise SDIL's right of set-off against you;
25.2.9. demand any shortfall, after taking any one or more of the above steps, from you, hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of cheque to your last known address; and
25.2.10. exercise such other authority and powers that may have been conferred upon SDIL by this Agreement.
Any such sales or purchases referred to above may be made at the discretion of SDIL or its Intermediaries on any exchange or other market where such business is usually transacted, or at public auction or private sale, and SDIL may be the purchaser for its own account. It is understood that a prior demand, or call, or prior notice of the time and place of such sale or purchase shall not be considered a waiver of SDIL's right to sell or buy without demand or notice as provided in this Agreement.
26. Payment of Indebtedness upon Demand
26.1. You acknowledge and agree that SDIL may require you to deposit cash or adequate Collateral to your Account prior to any settlement date in order to assure the performance or payment of any open contractual commitments and/or unsettled Transactions.
26.2. You shall at all times be liable for the payment upon demand of any Debit Balance and all Liabilities owing in each of your Accounts and you shall be liable to SDIL for any deficiency remaining in all and any such Accounts in the event of the liquidation thereof, in whole or in part, by SDIL or by you, and you shall make payment of such obligations and indebtedness upon demand.
26.3. SDIL may charge interest on any sum or payment due to SDIL from you at such rate and calculated and/or compounded in such manner as SDIL may impose and determine from time to time and you shall pay such interest to SDIL.
26.4. All payments to SDIL shall be in the currency they are due, in free and clear funds and free of deductions or withholdings. If you are required to effect such deductions or withholdings, then the amount due to SDIL shall be increased by such amount as shall result in SDIL receiving an amount equal to the amount SDIL should have received in the absence of such deduction or withholding.
26.5. If for any reason SDIL cannot effect payment or repayment to you in a particular currency in which the payment or repayment is due, SDIL may effect payment or repayment in the equivalent in any other currency selected by SDIL based on the rate of exchange quoted by SDIL in respect thereof at the relevant time.
26.6. Any Taxes, duties, disbursements, costs and/or other expenses incurred by SDIL in connection with the Account or you shall be reimbursed in full by you.
26.7. All interests, fees, commissions and other charges of SDIL are inclusive of any applicable Tax (including goods and services tax or any other applicable sales tax) which shall be borne by you.
26.8. SDIL shall be fully entitled to debit any of your Account in respect of any and all payments due to SDIL at such time and in such manner as SDIL may determine.
26.9. Any and all payments to be made by SDIL to you shall be made in such manner as SDIL may from time to time determine. All such payments shall be subject to all applicable Taxes, deductions and withholdings, and less any and all amounts payable by you to SDIL.
26.10. Unless SDIL otherwise agrees with you, each obligation of SDIL (including any obligation to make any payment or delivery) to you under this Agreement is subject to the condition precedent that there is no Event of Default subsisting or amount owing to SDIL on your part.
26.11. You shall provide Financial Products to SDIL for delivery against sales, and SDIL shall be entitled to debit your Accounts for the relevant Financial Products to be delivered in respect of a sale Transaction. You shall provide money to SDIL for the payment of Financial Products purchased by such time and at such place as may be necessary for SDIL to make delivery or payment as required by the relevant exchange or other market. Any failure by you to provide such Financial Products or money to SDIL shall entitle SDIL (but SDIL shall not be obliged), without further notice or demand forthwith, to take any other action or steps that SDIL may in its sole discretion consider appropriate or necessary.
27. Liability for Costs of Collection
27.1. You acknowledge and agree that the reasonable costs and expenses of collection of the Debit Balance and any unpaid deficiency in your Account with SDIL, including legal fees on a full indemnity basis incurred and payable or paid by SDIL, shall be payable to SDIL by you.
28. Set-off, Withholding and Other Rights
28.1. Upon receipt of any Instruction to purchase Financial Products, SDIL and/or its Intermediaries acting in good faith shall calculate the amount required to meet such purchase Instruction along with an estimate of the amount require to meet any Tax, duty, or other expense in connection with such purchase. Following such calculation, the following provisions shall apply:
28.1.1. each of SDIL and its Intermediaries, as applicable, shall be entitled (but not obliged) to set-off the equivalent amount available in your Account (including but not limited to funds arising from the sale of Assets on your behalf and sums standing to the credit of the Custodial Account) or any other account maintained by you or for your benefit with or through SDIL and its Intermediaries (in the form of credit balance and/or Margin Facility, where applicable) against all Liabilities incurred by SDIL and its Intermediaries as a consequence of the said Instruction including any liability to pay the purchase price and other expenses to any third party;
28.1.2. each of SDIL and its Intermediaries, as applicable, shall be entitled (but not obliged) to sell, realise or liquidate any Assets which may, for any reason whatsoever, be in SDIL's or its Intermediaries' possession (whether held in its name or in its agent's name) or control without further notice to or consent from you as SDIL or its Intermediaries may, in its discretion, deem fit and to apply the net proceeds thereof against all Liabilities incurred by SDIL and its Intermediaries as a consequence of the said Instruction including any liability to pay the purchase price and other expenses to any third party;
28.1.3. You shall not be entitled to withdraw all or any part of the moneys and Assets until completion or close out of the Transaction and satisfaction of all your obligations in relation thereto. The said monies and Assets shall not constitute an amount or Assets which SDIL and/or its Intermediaries is required to return to you.
28.2. As permitted by Applicable Law, SDIL and its Intermediaries may at its discretion at any time and from time to time without notice to you combine, consolidate, merge or transfer interchangeably the balances on all or any of your Accounts, whether maintained with or at SDIL or its Intermediaries and/or on any Assets in any of your Accounts and this right of set-off shall extend to include a continuing right at any time and without any prior notice or demand forthwith to sell the Assets, transfer, debit, and set-off all or any part of any monies and Assets and to apply the same in or towards payment or satisfaction of all Liabilities. You agree that the authorisation given in this Clause is irrevocable so long as any Liabilities are owing from you to any of SDIL or its Intermediaries. For this purpose, each of SDIL and its Intermediaries have the right to retain all credit balances in all of your Accounts (including the Assets in the Accounts) and all Assets which may, for any reason whatsoever, be in any or each of SDIL's or its Intermediaries' possession (whether held in the name of SDIL or its Intermediaries or otherwise) or control and all Assets it holds for any of the Accounts, with power for each of SDIL and its Intermediaries to sell, realise, or liquidate any or all of them without further notice to or consent from you as it may, in its discretion, deem fit and to apply and set-off the net proceeds thereof against, all and/or any part of the Liabilities.
You acknowledge and agree that it is the intention of the parties that the Intermediary may in its own right enforce this Clause under and pursuant to any relevant Contracts (Rights of Third Parties) Act, which Act shall apply to the foregoing Clauses.
29. General Lien
29.1. You hereby grant to each of SDIL and its Intermediaries, as the case may be, a lien over all your monies and Assets now or hereafter held, carried or maintained by SDIL and its Intermediaries (whether individually or jointly with others) in relation to any of your Accounts from time to time for any amount due in your Accounts or in accounts guaranteed by you or for the settlement or discharge of any of your Liabilities from time to time to SDIL and its Intermediaries, wherever and however arising and without regard to whether or not SDIL or its Intermediaries has made advances with respect to such Assets and other property.
29.2. You shall not be entitled to withdraw any monies or withdraw or dispose of any such Assets held by SDIL pending the repayment or satisfaction in full to SDIL of any of your indebtedness or obligations to SDIL.
30. Assignment
30.1. This Agreement shall be binding on SDIL and you and the respective successors in title and assigns, and shall be continue to be binding on you notwithstanding any change in the name or constitution of SDIL, any change in the ownership structure of SDIL, or the merger, consolidation or amalgamation of SDIL into or with any other entity.
30.2. SDIL may assign SDIL's rights and obligations under this Agreement to any subsidiary, affiliate, or successor by merger, consolidation or amalgamation without notice to you. In such case, this Agreement shall continue to be binding on and will inure to you and your heirs, executors, administrators, successors in titles, and assigns.
30.3. You shall not without the prior written consent of SDIL, assign, charge, pledge, encumber, or create or permit to create, or confer any interest, whether by way of trust or otherwise, in favour of any Person other than SDIL (or its Intermediary), in or over any Account, any Asset in any Account or your rights therein. Unless otherwise agreed by SDIL in writing, SDIL shall not be required to recognise any Person other than you as having interest in any Account.
31. Representations and Warranties
31.1. You hereby represent and warrant to and covenant and agree with SDIL that:
31.1.1. you have full capacity, power and authority (and if an individual, is of full legal age as defined by the relevant Laws) to enter into, accept and agree to this Agreement, to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with SDIL, to give SDIL Instructions thereon, to enter into Transactions, and to acquire or use any Service. In addition, in the case that you are a director, officer, trading representative or employee of another trading member, you shall inform SDIL and furnish SDIL with written approval from such trading member prior to entering into any Transaction;
31.1.2. you have all authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to enter into this Agreement, to open, maintain and/or continue to maintain all Account(s) from time to time opened, maintained and/or continued to be maintained with SDIL, to give SDIL Instructions thereon, to enter into Transactions, and to acquire or use any Service;
31.1.3. if you are a corporation, partnership, trust or other entity, you are duly organised and validly existing under the laws of your country of incorporation. In addition, your constitutional or governing instruments permit this Agreement, that all applicable Persons have authorised this Agreement and that the Authorised Signatory is authorised to bind you. You further represent that you shall comply with all Applicable Laws in connection with any Accounts. You further agree that you are acting as the principal but not trustee or agent in entering into this Agreement and any Transaction, unless you expressly request for an omnibus account to be opened;
31.1.4. you are under no legal disability which would prevent you from entering into any Transactions under this Agreement;
31.1.5. if you reside outside Mauritius or give any Instruction to SDIL from outside Mauritius, all Instructions given by you are in compliance with any and all Applicable Laws of the relevant jurisdiction from which your Instructions are given;
31.1.6. you are not bankrupt or financially insolvent and no order, declaration or steps are being or have been taken to appoint a trustee in bankruptcy, receiver, receiver and manager, judicial manager, liquidator, administrator or other similar person over you or your assets or property;
31.1.7. you are financially sophisticated and have sufficient experience in effecting Transactions in Financial Products that you wish to trade with SDIL;
31.1.8. you shall ensure that you shall at all times be in a position to meet your commitments and obligations in respect of any Transaction;
31.1.9. no one other than you has an interest in your Accounts (unless agreed to by SDIL);
31.1.10. except for any security or encumbrance created hereunder in favour of SDIL, no Person has or will have any security or other encumbrance over any Account and/or over any cash or property in any Account;
31.1.11. any Orders placed or any other dealings in the Account(s) is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risks associated with such Orders or dealings;
31.1.12. SDIL shall not be under any duty or obligation to you to inquire into the purpose or propriety of any Order and shall be under no obligation to see to the application of any of your delivered funds in respect of any Account;
31.1.13. unless otherwise disclosed to SDIL in writing: (i) you are NOT and are not becoming a director, 5% beneficial shareholder, policy-making officer or otherwise a Connected Person of a publicly-traded company or a "politically exposed person", (ii) you are NOT and are not becoming affiliated with or employed by an exchange or any corporation of which any exchange owns a majority of the capital stock, or a member of any exchange or of a bank, trust company, insurance company, or of any corporation, firm, if you are so employed that a written consent of your employer is attached herewith; and (iii) you are NOT and are not an individual engaged in the business of dealing either as a broker or as principal in Financial Products traded under the Account(s), and in each case you will notify SDIL promptly if there is any change to this representation;
31.1.14. no confiscation order, charging order, restraint order, production order or search warrant under the Applicable Laws has been issued or is pending against you. You shall notify SDIL promptly if any such order or search warrant is issued or pending;
31.1.15. your name does not and has not at any time appeared on the Specially Designated Nationals and Blocked Persons list maintained by the United States Office of Foreign Assets Control or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged;
31.1.16. any monies and/or assets placed now or subsequently provided by you from time to time with SDIL will at all times comply with all Applicable Laws, including all tax laws and regulations;
31.1.17. the declarations made and information provided by you and any information provided from time to time to SDIL are true, accurate, complete and not misleading in any respect and you have not withheld any information that would cause SDIL to refuse to open or maintain any Account, to effect any Transaction or to provide any Service to you. SDIL is entitled to rely fully on such information and representations unless and until SDIL receives notice of any such change from you;
31.1.18. you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant Risk Disclosure Statements made available to you. You further represent and warrant that the Risk Disclosure Statements are not a substitute for independent advice and no Transaction will be entered into in reliance on any statement, advice or information, unless provided otherwise, by SDIL;
31.1.19. you will keep, save, defend, protect, indemnify, and hold SDIL and its Intermediary harmless from any damages or costs incurred by SDIL and/or its Intermediary, including legal fees on a full indemnity basis, as a result of a breach or default by you of any representation, warranty, covenant, or agreement made by you under this Agreement;
31.1.20. you authorise SDIL's Executing Brokers to disclose your Orders: (i) to others, including the Executing Broker's affiliates, for the execution of any of your Orders; (ii) on the Executing Broker's book to other customers of the Executing Broker and (iii) to disseminate quotes; and (iv) as the Executing Broker(s) may otherwise deem necessary;
31.1.21. you have the power to enter into, exercise your rights, perform and comply with your obligations, grant and/or confer any rights, powers, and authorities to any other Person (including, but not limited to, the Clearing Firm and/or SDIL) under this Agreement (including, but not limited to, creation of a lien referred to in Clause 29);
31.1.22. no litigation, arbitration or administrative proceeding against you is current, pending or threatened, which may restrain or prohibit your entry into or performance of your obligations herein;
31.1.23. you shall immediately notify SDIL of any monies or property received in any of your Accounts which do not belong to you, and shall immediately take any steps as may be required by SDIL;
31.1.24. all information you provide or have provided (including without limitation financial statements) is accurate, true and complete and is not misleading and shall remain accurate, true and complete and not misleading.
31.2. In addition, and without prejudice to the generality of any Clause in this Agreement, you agree and acknowledge, and you represent and warrant to SDIL (and SDIL relies on such representations and warranties) that:
31.2.1. you are aware that SDIL does not hold out any of its agents, nominees, directors, officers, or employees as having any authority to advise you;
31.2.2. SDIL does not purport to advise you on any financial product or investment;
31.2.3. you are acting for your own account and have made your own independent decision to enter into Transactions, and you are not relying on any communication (written or oral) of SDIL as investment advice or as a recommendation to enter into any Transaction (it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction);
31.2.4. SDIL does not provide advice with respect to any legal or tax ramifications of any financial product or investment and you shall obtain your own appropriate tax, legal, financial or other advice from an independent tax, legal or financial adviser;
31.2.5. SDIL's making the Electronic Trading Service available to you should not be taken to constitute a recommendation and/or an endorsement of any financial product or investment, any form of advice or a determination of suitability of any financial product or investment for you by SDIL or its representatives, or any representation in respect of any financial product or investment;
31.2.6. you are aware of the risks associated with any investment undertaken by you, and you are fully aware and accept that you will be solely responsible for determining the merits and suitability of each and every Transaction;
31.2.7. you have not obtained from SDIL any guarantee or assurances as to the profitability, performance, and/or results of any financial product or investment;
31.2.8. SDIL shall not be held responsible in any way whatsoever for the performance of any financial product or investment, which you have chosen to subscribe for;
31.2.9. SDIL shall not be liable for the performance of any financial product, including any Losses which you may incur in your investment in the financial product;
31.2.10. SDIL has not and will not authorise its employees to provide any representations on any investment, or any assurance or guarantees (orally or in writing) on the performance of any financial product or investment for the purpose of encouraging you to subscribe or purchase interests in any investment;
31.2.11. Unless related to risk management functions addressed in this Agreement, SDIL representatives do not exercise discretion in Accounts nor make recommendations. Any information given to you regarding Securities or any other investment products is incidental to SDIL's brokerage business and shall be for informational purposes only; and
31.2.12. if you require financial advisory services in relation to any financial product or investment, you shall obtain appropriate financial advisory services from an independent financial adviser.
31.3. The above representations, warranties and covenants shall be deemed repeated whenever you give Orders to SDIL, enter into any Transaction, acquire or use any Service, or establish or operate any Securities Account with SDIL.
31.4. You acknowledge and agree that you shall be liable to SDIL for any damages, expenses, or Losses incurred or suffered by SDIL for any false or fraudulent representations, warranties, covenants and agreements in this Agreement (including but not limited to the aforementioned representations and warranties).
31.5. You shall promptly notify SDIL in writing of any change in such information or any change in circumstances which would affect any of the representations and warranties and information given to SDIL or which in any way affect your ability to carry out any Transactions or performance of any obligations under this Agreement.
32. Termination
32.1. Any of your Account(s) with or maintained on behalf of SDIL may be terminated and closed by either you or SDIL at any time with or without cause or reason except that such closure or termination will not affect any rights or obligations of either you or SDIL incurred prior to such closure or termination.
32.2. You may terminate your Account or Service provided by SDIL to you by submitting your request to SDIL through the App and the termination will only take effect from the later of (i) the effective date of termination as stated in the form, or (ii) the date when SDIL determines that there are no outstanding payments, obligations and/or liabilities due from you to SDIL (whether subject to notice or not and whether matured or not) under this Agreement.
32.3. Prior to the date of termination of any Account or Service, you shall instruct SDIL as to the proper disposal or transfer of your Assets and other property of yours in relation to such Account or Service. If you fail to do so, SDIL may exercise any of its rights under Clause 26.
33. General Exclusion
33.1. SDIL shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearing house (including wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you. SDIL shall only be liable to you if SDIL has been grossly negligent or engaged in wilful misconduct. Without prejudice to the generality of the foregoing, SDIL shall not in any event be liable to you for any indirect or consequential Loss (including loss of profit and loss of opportunity) or special, incidental, exemplary, or punitive damages.
34. General Indemnity
34.1. You hereby agree to fully indemnify, keep indemnified, and hold SDIL, its officers, employees and/or nominees harmless from and against any and all Loss (including legal costs on a full indemnity basis) suffered or incurred, or which may be suffered or incurred by SDIL, its officers, employees and/or nominees arising from, as a result of or in connection with: (i) your failure to comply with any clause of this Agreement, or to fully and punctually perform any of your obligations hereunder or in respect of any Transaction; (ii) any of your representations, warranties, agreements and undertakings in your Account application or this Agreement being untrue, incorrect, incomplete or misleading in any material respect; (iii) any actions, claims, demands or proceedings brought by third parties (including Intermediaries) against SDIL further to SDIL acting in accordance with your Instructions or otherwise in the exercise of its powers under this Agreement; (iv) SDIL acting or omitting to act in accordance with your Instructions (or any communication given or purportedly given by any person authorised to act in relation thereto), or taking any action, exercising any rights, power and discretion, performing any of its duties and obligations or otherwise acting in any manner in accordance with or as permitted under this Agreement; (v) any change in any Applicable Laws; (vi) any act or thing done or caused to be done by SDIL in connection with or referable to this Agreement or any Account, or Transaction entered into for or with, or any Service provided to, you; (vii) any act or loss due to trading disruption or trading suspension during corporate action; and/or (viii) any Event of Default caused by you.
34.2. You further agree to indemnify SDIL from any claims, demands, litigations, costs and expenses incurred or suffered by SDIL in connection with or arising from your residing or giving of any Instruction from outside Mauritius.
34.3. Your obligations under this Agreement shall survive the termination of this Agreement.
35. Limitations of Liability and Force Majeure
35.1. The materials, Electronic Trading Service, and the Services under this Agreement are provided on an "as is" and "as available" basis. SDIL does not warrant: (i) the accuracy, adequacy, or completeness of the materials, Electronic Trading Service, or the Services, and expressly disclaims any liability for errors, delays, or omissions in the materials, Electronic Trading Services, and/or the Services, or for any action taken in reliance on the materials, Electronic Trading Services, or the Services; (ii) that any of the materials, Electronic Trading Service or the Services will be provided uninterrupted or free from errors, or that any identified defect will be corrected, nor that the materials, Electronic Trading Service, or the Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program, or macros.
35.2. No warranty of any kind, implied, express or statutory, including the warranties of non-infringement of third-party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given in conjunction with the materials, Electronic Trading Service, or the Services.
35.3. SDIL shall in no event be liable to you or any other person for any loss, damages, or expenses whatsoever or howsoever caused and regardless of the form of action (including tort or strict liability) arising directly or indirectly in connection with any access, use, or inability to use the materials, Electronic Trading Service, or the Services, and your acts or omissions in connection therewith, even if SDIL or its agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same, other than where such losses are directly caused by SDIL's own gross negligence or wilful misconduct.
35.4. SDIL will not at any time be liable for, even if foreseeable, within the contemplation of SDIL or if SDIL may have been advised of, or otherwise might have anticipated, the possibility of the same: (i) loss of revenue or business opportunities, lost profit, loss of anticipated savings or business, loss of data, loss of goodwill or loss of value of any equipment; and (ii) indirect, incidental, special, consequential losses, damages, or expenses or punitive damages.
35.5. SDIL and its Service Providers, and their respective officers, employees and nominees shall not be liable to you for suffering any prejudice or Loss whatsoever and howsoever caused or arising from the use of the Electronic Trading Service, or the Services (except for wilful misconduct or gross negligence directly attributable to SDIL), including any one or more of the following events or matters:
35.5.1. any loss or unauthorised use of the Electronic Trading Services;
35.5.2. any delay, failure, interruption, breakdown, non-performance or unavailability of the Electronic Trading Service, the Services or any telecommunications or interconnection, electronic or mechanical equipment or system (whether or not owned, operate or maintained by SDIL or any other person and whether or not used in the provision or operation of any service) through any cause whatsoever, (including errors due solely malfunction of the Electronic Trading Service or Electronic Trading Service equipment, infrastructure or programs, viruses, worms or any harmful, invasive or corrupted files or to any "force majeure" event (i.e. conditions or events beyond the reasonable control of any party including war, acts of terrorism, insurrections, riots, labor disputes, sabotage, extraordinary weather conditions, fire, earthquakes, or other acts of God, actions of government, communications, power failures, the malfunction of any hardware or software, acts or defaults of any telecommunications network operator, telecommunications disruption or computer failure) whether or not leading to either or both of the Electronic Trading Service being totally or partially inaccessible or unavailable and/or Instructions given via the Electronic Trading Services not being acted upon promptly or at all);
35.5.3. any delay, failure, omission, cessation or interruption in the acceptance, recognition or execution of your Instructions, including the need to verify Instructions due to considerations of security and wrongful interception of any Instruction;
35.5.4. any inability or failure to accept and/or recognise and/or properly and accurately store, process and/or transmit dates or data incorporating or relying on dates, or the processing, storage and/or transmission of any inaccurate date or data;
35.5.5. corruption or loss of any data stored in any equipment, terminal or system or Instruction or in the course of transmission through the internet, any computer or any electronic or telecommunications system used by SDIL or any other person whether or not in connection with the Account or the provision or operation of any Service, including any errors generated in the transmission of any data or Instruction; or
35.5.6. any breach of SDIL's obligations or duties to you caused by or arising from any one or more of events or matters set out in any one or more of the foregoing Clauses.
35.6. You agree that SDIL's, its agents' or employees' liability will not exceed an amount equal to the highest aggregate monthly commissions and fees paid by you to SDIL for any and all defaults referable to the materials, Electronic Trading Service, or the Services and/or their use and/or failure to be permitted their use.
36. Severability
36.1. If any provision or condition of this Agreement is or becomes illegal, invalid, or unenforceable, the same shall not affect the legality, validity or enforceability of the remaining provisions or conditions of this Agreement nor the legality, validity or enforceability of such provisions or conditions under the law of any other jurisdiction.
37. Complaints and Dispute Resolution
37.1. You agree that any queries or complaint should be raised with SDIL's trading services department or with one of SDIL's employees. Unresolved queries and complaints are handled by SDIL's compliance department according to SDIL's Complaint Procedure, a copy of which is available upon request.
37.2. Without prejudice to any of SDIL's other rights to close a Transaction under this Agreement, in any case where there is a dispute between SDIL and you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, SDIL may, at its discretion and without notice to you, close any such Transaction or alleged Transaction, where SDIL reasonably believes such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and SDIL will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If SDIL closes one or more of your Transactions under this Clause, such action will be without prejudice to its right to contend in relation to any dispute that such Transaction had already been closed by SDIL or was never opened by you. Where reasonably practicable, SDIL will try to give you prior notice of the actions it intends to take. In the event SDIL is unable to do so, SDIL will take reasonable steps to inform you that SDIL has taken such action as soon as practicable after doing so. Where SDIL closes a Transaction or alleged Transaction in accordance with this Clause, this will be without prejudice to your rights: (i) to seek redress or compensation for any loss or damage suffered in connection with the disputed or alleged Transaction or communication, prior to the closing; and (ii) to open a new Transaction at any time thereafter, provided that such Transaction is opened in accordance with this Agreement, which will be applied, for the purposes only of calculating any relevant limits or money required from you, on the basis that SDIL's view of the disputed events or communication is correct.
37.3. SDIL shall be entitled, at its sole option, to commence proceedings in the courts of the Mauritius in respect or in connection with any dispute or controversy between SDIL and you as to any matter arising under, out of or in connection with this Agreement or any other agreement between you and SDIL. If arbitration has been initiated by you at the time that SDIL chooses to submit such dispute, controversy or matter to the courts of the Mauritius, then it is agreed that such arbitration is to be discontinued, unless the court finds that SDIL has waived such right by substantially participating in the arbitration without having raised its rights under this Clause. Should SDIL choose to exercise this right to submit such dispute, controversy or matter to the courts of the Mauritius, each of SDIL and you agree to: (i) submit to the exclusive jurisdiction of the courts of the Mauritius; (ii) waive any objection that it may have at any time to the laying of venue of any proceedings brought in such courts; (iii) waive any claim that such proceedings have been brought in an inconvenient forum; and (iv) further waive the right to object with respect to such proceedings that any such court does not have jurisdiction over such party.
38. No Financial, Tax or Trading Advisory Services
38.1. Any information on SDIL's Website, platform, or otherwise shared with you by SDIL's representatives and/or agents shall not constitute an offer or solicitation of an offer to buy or sell any Financial Product, to make any investment, or participate in any investment strategy. SDIL does not take into account of your personal investment objectives, specific investment goals, specific needs or financial situation and makes no representation and assumes no liability to the accuracy or completeness of the information provided. SDIL does not provide any financial, tax, or trading advisory services. If you are in any doubt about any of the contents referred to in this Clause, you should obtain independent professional advice.
38.2. You acknowledge that all information, trading illustration tools and materials available on the Website and the Electronic Trading Services are for information purposes only. You further acknowledge that any examples included with or given in relation to such tools are also for information purposes. SDIL makes no warranties to the accuracy of these trading tools nor to any conclusions derived from or investment decisions based on information provided by such trading tools
38.3. You hereby agree and acknowledge that as the Electronic Trading Service is online and execution-only, the dealings between SDIL. This means that SDIL will act on an execution-only basis and will not be providing any financial advice to you in relation to any Financial Product.
38.4. SDIL is not a fiduciary to you nor does SDIL take on any fiduciary obligations in relation to any Financial Products. SDIL does not and is not willing to assume any advisory, fiduciary or similar or other duties or act as investment adviser to you. SDIL strongly encourages you to take independent advice before purchasing, subscribing, disposing of, or entering into any Financial Product.
38.5. You agree that all decisions on whether to invest in any financial product, and whether such an investment is suitable or appropriate for you, are yours. You shall not rely on SDIL, any of its agents, directors, officers, employees or vendors (including the Executing Broker or the Clearing Firm), and SDIL, any of its agents, directors, officers, employees or vendors (including the Executing Broker or the Clearing Firm), are not responsible for, any information, representation (whether written or oral), advice, recommendation, view, opinion, or other statement provided by SDIL, or any of its affiliates, and every director, officer, or employee of the foregoing or any market data in making any investment decision, and you rely on your own judgment in making such investment decision.
38.6. You have made and will make your own assessment of an investment in any product and you shall evaluate the suitability of any product or investment for yourself in making any investment decision and you shall make the final investment decision and accept all responsibility for your investment decisions, and SDIL, any of its agents, directors, officers, employees or vendors (including the Executing Broker or the Clearing Firm) shall not be responsible or liable for reviewing your Account(s) and determining the suitability of your investment choice. You acknowledge that SDIL shall have no responsibility in respect of the performance of transactions entered by you.
38.7. You acknowledge that past performance of any financial products or class of financial products is no indicator of future performance.
39. Power of Attorney
39.1. By trading with or through SDIL with respect to the Account(s), or utilising any Services, you hereby confirm your irrevocable appointment of each and every director and officer of SDIL (on a several basis), for so long as they are each a director or officer (as the case may be) of SDIL, as your attorney for each and all of the purposes of this Agreement and with power to sign and execute all documents and perform all acts in your name and on your behalf in connection therewith whether in respect of any Transaction relating any Account, Services or in respect of anything required to facilitate or give effect and/or substance to the rights conferred on SDIL under this Agreement, and to do anything reasonably ancillary thereto. Further, registration of this power of attorney in any jurisdiction may be effected on your behalf by SDIL at your expense. You undertake to hold harmless, indemnify and keep indemnified SDIL and any of the aforesaid attorneys from and against any and all Losses (including legal costs on a full indemnity basis) suffered or incurred by any of them in the proper exercise of their powers under this Agreement.
40. Ratification
40.1. You agree to ratify and confirm, and hereby ratify and confirm, any and all acts and things done or caused to be done by SDIL (including pursuant to the power of attorney granted in Clause 39) for and on behalf of you or otherwise in relation to any Account, any of the Transactions or Services or any part or all of the Securities custodised with SDIL.
41. Value Added Tax ("VAT")
41.1. If any Services provided to you by SDIL under or in connection with this Agreement is subject to VAT, SDIL may, in addition to any consideration payable pursuant to this Agreement, recover from you an additional amount on account of VAT, such amount to be calculated by multiplying the relevant amount or consideration payable by you for the relevant supply by the prevailing VAT rate.
41.2. If SDIL is not entitled to an input tax credit in respect to the amount of any VAT charged to or recovered from SDIL by any Person, or payable by SDIL, or in respect of any amount which is recovered from SDIL by way of reimbursement of VAT referable to any supply made under or in connection with the Agreement, SDIL will be entitled to increase any amount or consideration payable by you on account of such input tax and recover from you the amount of any such increase. Such amount is to be calculated without any deduction or set-off any other amount and is payable by you upon demand by SDIL whether such demand is by invoice or otherwise.
42. Tax
42.1. You authorise SDIL to disclose any personal and account information where such disclosure is required by Applicable Laws (including applicable laws imposing any reporting and/or withholding obligations on SDIL such as the United States Foreign Account Tax Compliance Act ("FATCA"), regulations, orders, agreements, or treaties made by or between tax authorities and/or governments to: (i) any of SDIL's related companies or subsidiaries, wherever situated; (ii) any government, quasi-government, regulatory, monetary or other authority whether in Mauritius or elsewhere, including the United States Internal Revenue Service, the United States Treasury Department, the Mauritius Revenue Authority; (iii) any party to whom SDIL is under a legal duty to disclose; and/or (iv) any party where SDIL in good faith deems it in SDIL's interest to make such disclosure.
42.2. You agree that you shall be required to, upon demand by SDIL and in a timely manner:
42.2.1. provide any form, certification or other information, as may be requested by and in a form acceptable to SDIL, that is necessary for SDIL: (i) to prevent withholding tax or qualify for a reduced rate of withholding tax or backup withholding tax in any jurisdiction from or through which SDIL receives payments; or (ii) to satisfy reporting or other obligations under the United States Tax Code and the United States Treasury regulations promulgated thereunder;
42.2.2. update or replace such form, certification, or other information in accordance with its terms of subsequent amendments; and
42.2.3. otherwise comply with any reporting obligations imposed by the United States or any other jurisdiction, including reporting obligations that may be imposed by future legislation.
42.3. You acknowledge and agree that if, and to the extent that, SDIL is required to make any payment, withholding or deduction as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty, SDIL shall be entitled to, at its sole and absolute discretion, withhold all or a portion of the amounts payable in respect thereof to you if SDIL is required under Applicable Laws (including the laws of the United States) or as a consequence of any agreement between SDIL and any tax, regulatory, governmental or quasi-governmental authority or body (including the United States Treasury Department or similar government division or department) to withhold any payments as a consequence of you failing to comply in a timely manner with the requirement in the preceding representation and warranty. You agree to hold harmless, indemnify and to keep SDIL fully indemnified from and against any amount of payment, withholding or deduction referred to in this Clause that is in excess of such amount as may be standing to your Account(s).
42.4. You acknowledge and agree that in the event the status of you or the beneficial owner(s) of the Account change from a non-US Person to a US Person, you shall immediately notify SDIL and you shall be required to, upon demand by SDIL and in a timely manner, provide any form, certification, representation, confirmation or other information, as may be requested by and in a form acceptable to SDIL.
42.5. You acknowledge and agree that SDIL may in its sole and absolute discretion terminate your Account with immediate or subsequent effect by written notice if you fail to comply in a timely manner with the requirements in this Clause, whereupon SDIL shall be entitled to receive all fees and other monies accrued up to the date of such termination.
42.6. You acknowledge and agree that SDIL shall not be responsible for or liable to you for any Loss to you arising as a result of any act or omission or any error of judgment not amounting to actual fraud in complying with SDIL's reporting or other obligations under Applicable Laws (including the US Tax Code and the United States Treasury regulations promulgated thereunder.
43. Governing Law
43.1. This Agreement shall be governed by and construed in accordance with Mauritius law.
44. Third Party Rights
44.1. Unless expressly provided in this Agreement, a person or entity who is not a party to this Agreement shall have no rights under any applicable Contracts (Rights of Third Parties) Act or any Applicable Laws to enforce or enjoy the benefit of any Clause of this Agreement, regardless of whether such Person has been identified by name, as a member of a class, or as answering a particular description. No third party beneficiary's consent is required for any subsequent agreement between you and SDIL to amend or vary (including any release or compromise of any liability) or terminate this Agreement. Rights conferred to third parties under this Agreement are not assignable or transferable.
45. No Waiver
45.1. SDIL's failure to exercise, or delay in exercising a right under this Agreement is not a forfeiture or waiver of its right under this Agreement. No failure to exercise or enforce and no delay in exercising or enforcing on the part of SDIL of any right, power or privilege shall operate as a waiver thereof, nor shall it in any way prejudice or affect the right of SDIL afterwards to act strictly in accordance with the powers conferred on SDIL under this Agreement, nor shall any single or partial exercise of any right, power, or privilege of SDIL preclude any other or further exercise thereof or the exercise of any other right, power or privilege of SDIL. Unless otherwise expressly agreed in writing by SDIL, no waiver of any provision in this Agreement, rules and regulations applicable to any exchange or clearing house, or otherwise imposed by SDIL relating to all or any Transaction, Service, or Account may be implied from any conduct or course of dealing between you and SDIL.
46. SDIL's Rights and Remedies Cumulative
46.1. All of SDIL's rights and remedies under this Agreement are cumulative of, in addition to, and not exclusive or in derogation of, any other rights or remedies provided or available to SDIL hereunder, by law, in equity or by any other agreement.
47. Unclaimed Monies and Assets
47.1. If there are any monies, Assets and/or other property standing to the credit of any Account (including a trust or custody account) or otherwise held by SDIL or its Nominee or Sub-Custodian for and on behalf of you which are unclaimed by you six (6) years after your last transaction with or through SDIL and SDIL is not able to trace or locate you, you hereby irrevocably agree that all such monies, Assets and other property including any and all accretions and accruals thereon (which in the case of monies shall include all interests earned thereon and all investments and their respective accretions and accruals which may have been made with such monies; and in the case of Assets shall include all accretions and accruals thereon) shall be deemed to have been abandoned by you in favour of SDIL and may be appropriated by SDIL to and for itself to utilise in any manner SDIL so wishes for its own benefit. You therefore shall have no right to claim such monies, Assets or other property or their accretions and accruals and are deemed to have waived all rights in relation thereto.
48. Conflict of Interest
48.1. You hereby acknowledge and agree that when SDIL, its affiliates or some other Person connected with any of them acts in any of the above capacities or in any other position of conflict, SDIL and/or its interests may or will be in conflict with your interests under any transaction or matter. You hereby acknowledge and agree that when SDIL, its affiliates, or some other Person connected with any of them act in any of the above capacities or in any other position of conflict, SDIL may be remunerated accordingly and/or may make profits and/or receive fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) from the counterparty or issuer or any other third party. You hereby irrevocably and unconditionally consent to SDIL's acting in such capacities or position of conflict and hereby authorise SDIL to continue to enter into such transactions for you without prior reference to you and despite SDIL acting in such capacities or position of conflict. You confirm that notwithstanding any such conflict of interest and any remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) which SDIL may make or receive in respect thereof, you will have no claim against SDIL for, you consent to the receipt by SDIL of, and SDIL shall be entitled to retain and shall have no obligation to disclose to you or any other Person (and you or other Person shall not be entitled to ask for disclosure of) the fact or amount of, any such remuneration, profits, fees, commissions, rebates, discounts, or other benefits or advantages (whether financial or otherwise) arising from any such conflict. You also agree that SDIL will not be responsible for any Losses including loss of profit, or damage which may result from any such conflict.
48.2. In addition, you accept, are aware of and consent to the payment by SDIL of remuneration, profits, fees, commissions, rebates, discounts or other benefits or advantages, whether financial or otherwise, arising from any introduction or referral services (whether or not the fact of such introduction or referral or the receipt or the amount of such benefit or advantage is disclosed to you) or in respect of any specific Transaction. SDIL will not be responsible for any Losses, costs, damages, and expenses which may result from any such conflict of interest or duty.
48.3. In addition, SDIL, its affiliates, and its agents shall be entitled and are authorised, without having to make prior or any disclosure to you, to accept for SDIL or its affiliates' or its agents' sole benefit from any Person engaged in a Transaction effected by SDIL with you or on your behalf, any soft commissions (including goods, services, discounts, or other allowances attributable to any transaction entered into by SDIL or its affiliates), cash or money rebate, allowance or benefit as part of SDIL's, its affiliates', or its agents' own compensation, and you hereby consent to the receipt and retention therefor. This will only be done where permitted by and subject to any Applicable Laws in the jurisdiction concerned.
48.4. SDIL shall not be obliged to disclose to you any fact, matter or finding which comes to its notice or that of any of its directors, officers, employees or agents in the course of acting in any capacity for any other person.
48.5. You acknowledge that SDIL's directors, officers and employees may trade in their personal capacities.
48.6. The Services provided by SDIL to you are non-exclusive. SDIL shall not be under any obligation to account to you for any benefit received for providing services to others or to disclose to you any fact or thing which may come to the notice of SDIL in the course of providing services to others in any other capacity or in any manner whatsoever.
49. Introductions/ Sharing of Fees, Commissions, and Other Charges
49.1. You acknowledge that you may have been introduced or referred to SDIL by a third party. SDIL has and will accept no responsibility for any conduct, action, representation, or statement of such third party.
49.2. You further acknowledge and agree that, in consideration of such introduction by such third party, SDIL may share SDIL's fees, commissions and/or other charges with such third party or any other third party.
49.3. You also acknowledge that SDIL may from time to time (either of its own initiative or at your request or a relevant third party financial service/ product supplier), refer you to a third party for the possible provision of service/product by or through such third party. In such a case, you agree that you shall be solely responsible for deciding for yourself whether and if so to actually contract to open, establish and maintain any such account or concluding any transaction with the relevant third party and that: (i) SDIL shall not in any way be regarded as an agent of the relevant third party (even if it is affiliated) and that you will establish and/or maintain your account or conclude and effect any transaction with the relevant party only on the basis that SDIL will have no liability or responsibility for any representation or statements made to be relied on by you in establishing and/or maintaining such account or effecting such transaction; and (ii) SDIL may however receive one or more payments for it having referred you to the relevant party for you to open and/or maintain an account with such party or effect any transaction with such party. You agree and consent to the foregoing and SDIL's retention and appropriation wholly for its own account and benefit of such payments.
50. Authority of personal representatives
50.1. All acts performed by SDIL prior to receiving written notice together with the necessary documentations, of your death, incapacity or incapability shall be valid and binding upon you and your successors in title.
50.2. In the event of your death, SDIL shall be absolutely protected in acting under this Agreement until SDIL receives actual notice of death from your legal personal representatives or executors. The legal personal representatives or executors will be recognised by SDIL as having the sole authority to act under this Agreement on behalf of the deceased Customer.
51. Cessation of Business
51.1. In the event that SDIL ceases its business activities for any reasons whatsoever, SDIL shall procure that all customer monies and/or assets have been accounted for and returned to each customer (including you) as soon as reasonably practicable. If you cannot be contacted or do not give any instructions or make any claim in relation to the said monies and/or assets after a period of six (6) months, SDIL shall have the absolute and sole discretion to make arrangements for such monies and/or assets to be paid to and dealt with by the courts of the Mauritius.
52. Changes of Circumstances
52.1. You shall immediately notify SDIL of any material changes in your circumstances that may in any way affect your capacity, authority, entitlement, or ability to meet its obligations under this Agreement, including but not limited to any changes in your constitutional documents, licensing arrangements, composition of board of directors, or change in control, or civil or criminal proceedings which are current, threatened or pending or any court orders.
53. Acknowledgement of Disclosures
53.1. YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THIS AGREEMENT AND CONSENT TO ALL OF THE TERMS AND CONDITIONS SET FORTH. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS INVOLVED WHEN TRADING IN FINANCIAL PRODUCTS AND YOU FURTHER ACKNOWLEDGE, UNDERSTAND AND ACCEPT THE RISKS AND OTHER MATTERS DISCLOSED TO YOU IN THE RISK DISCLOSURE STATEMENT PROVIDED TO YOU DURING THE ACCOUNT OPENING PROCESS OR OTHERWISE.
SECTION 2 - ADDITIONAL TERMS FOR MARGIN TRADING
This Section 2 (Additional Terms for Margin Trading) sets out the terms that apply to all Margin Accounts, Margin Facilities and your Transactions and Services relating to Approved Securities/Units ("Margin Terms"). In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and the Margin Terms, the provisions of the Margin Terms shall prevail with respect to or in connection with any Transactions in relation to this Section 2.
1. Margin Facility
1.1. If your application for a Margin Facility is accepted by SDIL, SDIL shall grant you access to its Margin Facility to facilitate loans for your purchase and/or sale of Approved Securities/Units.
1.2. As such, you may owe monies to SDIL as you utilise the Margin Facility under which SDIL has to provide a guarantee of your Liabilities on your behalf to the Executing Broker and/or Clearing Firm to facilitate the Margin Facility. SDIL will monitor your Debit Balances and Margin Requirements. You hereby acknowledge and agree that SDIL has the authority to take action to sell any of your Collateral, close out your Transactions, enter into offsetting transactions at your expense or take any other action to reduce your Debit Balance and to ensure that your Margin Requirements are met and satisfied.
1.3. You acknowledge and agree that in the event that SDIL is held liable for any payments that may result from any transactions, any Debit Balance or any other shortfall on your Margin Account, or if SDIL makes any payment on your behalf (whether under the guarantee or otherwise), you will be responsible for any such payments and will hold harmless and indemnify SDIL for all such costs, Losses, or Liabilities incurred by SDIL.
YOU UNDERSTAND THAT TRADING ON MARGIN INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN LOSS OF FUNDS EVEN GREATER THAN THE AMOUNT YOU HAVE DEPOSITED IN YOUR ACCOUNT.
1.4. SDIL shall have the right to reduce, suspend, cancel or vary, and from time to time review any Margin Facility and nothing in this Margin Terms shall be deemed to impose on SDIL any obligation under Applicable Laws or in equity to make or continue to make available to you any Margin Facility, and any and all moneys outstanding or owing by you to SDIL under or in connection with your Margin Account shall become due and payable immediately upon demand. Upon such demand, you shall immediately repay all such moneys outstanding or owing by you to SDIL.
2. Credit Limit
2.1. You understand and agree to the following:
2.1.1. you shall not permit or cause your Debit Balance to exceed the credit limit from time to time set by SDIL for your Margin Account. You further agree to pay interest to SDIL on the Debit Balance at such rate as SDIL may from time to time notify you.
2.1.2. The types of Securities or CIS Units that are available for margin transactions may be limited by Applicable Laws, or the requirements of SDIL, its Executing Broker(s) and/or Clearing Firm(s). SDIL has sole discretion to determine what types of Securities or CIS Units are Approved Securities/Units. SDIL may at any time amend the list of Approved Securities/Units without notice to you.
2.2. SDIL may, in its sole and absolute discretion, grant you a temporary increase beyond the credit limit set by SDIL. Any such temporary increase may be revoked by SDIL at any time without notice to you and without prejudice to any of its rights under this Margin Terms, including the right to liquidate any Collateral.
2.3. SDIL may request a credit report on you. If SDIL extends, updates, or renews your credit, SDIL may request a new credit report without notifying you.
3. Interest
3.1. Your Margin Accounts shall be charged daily interest at rates published on the Website from time to time, which rates of interest, as permitted by Applicable Laws, are subject to change upon notice by publication on the Website. Such interest shall be charged on all Debit Balances owed by you to SDIL, and for any credit extended to you pursuant to an arrangement with SDIL for the purpose of purchasing, carrying, or trading in Securities or CIS Units or otherwise. The market value of short Securities or CIS Units is treated as a debit to your Account. Dividends and interest credits held in Accounts are considered part of a free credit balance when calculating credit interest. Interest is calculated on a 360-day basis using settlement date balances.
3.2. The interest charged on the Debit Balances or adjusted balances in your Margin Accounts shall be debited from your Account on monthly basis. It is understood that the interest charge made to your Margin Account at the close of a charge period will be added to the opening balance for the next charge period unless paid.
3.3. You acknowledge and agree that you shall not be entitled to receive any interest in respect of any free cash balances in any of your Margin Accounts held by SDIL for and on behalf of you for any reason whatsoever. You hereby agree to waive and relinquish in favour of SDIL any and all entitlement to interest accruing to any of your cash balances in your Account.
3.4. SDIL may in return for the interest waived and relinquished by you and at SDIL's sole and absolute discretion pay to you interest thereon of such amount or at such rate as SDIL may deem appropriate net of its administration fee for crediting such interest into your Account.
4. Margin Requirements and Collateral
4.1. You agree that you are responsible for all of your Transactions in your Margin Account and prior to effecting each Transaction in Approved Securities/Units, you must have sufficient funds in your Margin Account to meet the Initial Margin and Margin Maintenance Requirements for that Transaction in Approved Securities/Units.
4.2. SDIL may, at any time and from time to time and in its sole and absolute discretion require you to, and you agree to, deposit Collateral with SDIL in such form and of such amount, currency denomination, specifications or value as SDIL may determine in its sole and absolute discretion for the due performance of your obligations under any and all Transactions and Margin Accounts, for the entry into or maintenance of any and all outstanding Transactions in your Margin Account, and/or for the due performance of your other obligations to SDIL whether hereunder or otherwise.
4.3. SDIL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the margin trading Transactions carried out through SDIL. No previous Margin Requirements shall establish any precedent and Margin Requirements once established may at the discretion of SDIL apply to existing positions as well as new positions in the Transactions affected by such change,
4.4. You undertake to provide and maintain Collateral and margin for all Margin Accounts on the conditions and by the date and time stipulated by SDIL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, applicable exchange rules, the Securities Act, and other Applicable Laws; and (ii) SDIL's internal credit terms and policies and general policies regarding Margin Maintenance Requirements in effect from time to time and as required by SDIL at its sole and absolute discretion. You undertake to do so by the date and the time stipulated by SDIL.
4.5. You acknowledge, accept, and agree that SDIL may, with or without notice to you, vary its Margin Maintenance Requirements for your Margin Account(s) at any time and from time to time, stipulate that such revised Margin Maintenance Requirements shall apply to existing positions as well as new positions in respect of the Transactions or Accounts, or by notice to you effect an immediate change in Margin Maintenance Requirements and/or require with or without prior notice additional Collateral to be deposited immediately or within a very short period of time which may be less than 24 hours. In this regard, no previous Margin Maintenance Requirements shall set a precedent or bind SDIL. You accept that this is a risk inherent in entering into and dealing in Transactions involving margin.
4.6. You further acknowledge and agree that if Margin Maintenance Requirements are increased, by SDIL or its Executing Broker/Clearing Firm or otherwise, and there is insufficient Equity in your Margin Account(s) to meet such increased Margin Maintenance Requirements, SDIL, its Executing Broker or the Clearing Firm may liquidate your position in any of your Account(s) without notice, and shall not be liable for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favorable price.
4.7. You agree that SDIL may, without prior notice to you, apply and use any and all cash, investments or other property for the time being deposited with, received by, held by or under the control of SDIL, as Collateral for the purposes of any Transaction or Account (including to secure any and all of your obligations to SDIL under any Transaction or Account and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
4.8. You shall promptly execute and do all such documents, instruments, assurances, acts and things as necessary or as required by SDIL for creating, perfecting, and/or protecting the rights of SDIL to any Collateral, including delivering to SDIL all security and other documents, in such form or forms acceptable to SDIL duly executed by you or for you in favour of SDIL where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
4.9. You agree that any and all of your Financial Products held by an Intermediary in any Account(s), may from time to time, without any notice to you, be pledged, hypothecated or re-hypothecated to secure the Margin Facility. Notwithstanding anything herein to the contrary, SDIL and its Intermediaries will not be obliged to effect and will have the right to reject a Transaction in Financial Products on your behalf if your Margin Account does not meet the Margin Maintenance Requirements which are in effect from time to time.
4.10. In the event that such a Transaction in Approved Securities/Units has been undertaken by SDIL in error, you will be permitted to choose whether to withdraw your Order from your Account or to retain your Order in your Account. If you choose to retain the Order in your Account, you are required to make payment for the amount payable on the Approved Securities/Units upon settlement of the Transaction. No additional Debit Balance will be granted to you to settle the Transaction.
4.11. You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Margin Account or Transaction as SDIL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Margin Terms, and upon your specific Instructions SDIL may transfer all or part of such Collateral held by SDIL for you in respect of any Account or Transaction to any other Account or Transaction, or to utilise such Collateral for any purposes as required by you.
4.12. Your Approved Securities/Units purchased through your Margin Account as well as your Collateral shall be marked-to-market to reflect their current market value on a daily basis.
5. Margin Call and Liquidation of Position
5.1. You understand that it is the prevailing practice of most brokerage firms to issue Margin Calls before liquidating an Account or a portion thereof and that SDIL may not ordinarily do so. You agree to monitor your own Margin Accounts and, to avoid the possibility of a liquidation pursuant to Event of Default herein, to maintain sufficient Collateral in excess of the Margin Maintenance Requirements as prescribed by SDIL from time to time.
5.2. You acknowledge and agree that:
5.2.1. SDIL's account maintenance systems (collectively the “System”) are designed generally to automatically effect a close-out of your positions ("Automatic Liquidation") which will cause the account Equity to decrease in value below Margin Maintenance Requirements, without providing you: (i) notice of such action; (ii) an opportunity to select the Securities or CIS Units to be liquidated; or (iii) an opportunity to deposit additional funds to prevent such closeout; however, SDIL's delay in effecting, or its failure to effect, such liquidation will not make SDIL liable to you or relieve you of your obligations following a liquidation;
5.2.2. if SDIL does not, for any reason, effect an Automatic Liquidation, and SDIL issues a Margin Call to you by email or any other method, you must satisfy such Margin Call immediately. You acknowledge and agree that you will monitor your email messages and satisfy any Margin Call issued by SDIL by immediately depositing funds in your Margin Account to pay, in full, the under-margined position. Notwithstanding such Margin Call, you acknowledge that SDIL or its Executing Broker or Clearing Firms, in their discretion, may liquidate your positions at any time;
5.2.3. in any event, you understand and accept that any Margin Call given by SDIL shall not be considered a waiver of SDIL's rights to apply your Collateral hereunder, nor is SDIL bound by such prior Margin Call to forestall the exercise of any of such rights;
5.2.4. even if SDIL has notified you and provided a specific date or time by which you are required to meet a Margin Call, SDIL can still take necessary steps to protect its financial interests before such specified date;
5.2.5. without prejudice and in addition to all other rights of SDIL under the Margin Terms, if at any time your Margin Account has insufficient Collateral to meet Margin Requirements or is in deficit, SDIL shall have the right, in its sole and absolute discretion (but is not obliged), to liquidate any or all of your positions in your Account at any time and in any manner and through any market or dealer, without prior notice or Margin Call to you. You shall be liable and will promptly pay SDIL for any deficiencies in your Margin Account that arise from such liquidation or remain after such liquidation. SDIL shall have no liability for any Loss sustained by you in connection with such liquidations (or if SDIL delays effecting, or does not effect, such liquidations) even if you re-establish your position at a worse price.
5.3. You further acknowledge and agree that in addition to the provisions above regarding Automatic Liquidation, SDIL has granted the right to its Executing Broker and Clearing Firm to, without notice to you or demand for additional funds, liquidate your positions for an Event of Default by: (i) selling any and all Securities, CIS Units, Assets and/ or other property in any of your Accounts, whether carried individually or jointly with others; (ii) buying any and all Securities, CIS Units, Assets or other property which may be short in such other Accounts; or (iii) canceling any open orders and closing any or all outstanding orders or commitments of yours. You expressly waive any rights to receive prior notice or demand from SDIL and agree that any prior demand, notice, announcement, or advertisement shall not be deemed a waiver of SDIL's, Executing Broker's or the Clearing Firm's right to liquidate any of your positions. You understand that, in the event positions are liquidated by SDIL, Executing Broker, or the Clearing Firm, you may have no right or opportunity to determine the Securities, CIS Units, Assets and/ or other property to be liquidated or the order or manner of liquidation. SDIL, its Executing Broker, or Clearing Firm may, in their discretion, effect a liquidation on any exchange, electronic communication network or other market, and SDIL, its Executing Brokers, or Clearing Firm or their affiliates may take the other side of such liquidating transaction.
5.4. You agree to promptly satisfy all Margin Calls and understand and acknowledge that Debit Balances in all of your Account(s) shall be charged with interest, as are required by all applicable statutes, rules, regulations, procedures or as deemed necessary by SDIL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owned relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you.
6. SDIL's Right to On-Lend/Pledge Client's Securities and/or CIS Units
6.1. You agree, understand and acknowledge that when you purchase any Approved Securities/Units using a Margin Facility, the purchased Approved Securities/Units are Collateral for the liabilities owing to SDIL under, or in connection with the Margin Account. You hereby agree to assign all the Collateral to SDIL by way of title transfer to enable SDIL to borrow for its own, or on-lend to other SDIL customers, its Intermediary's customers or to other market participants as the principal of such Approved Securities/Units. You further agree in connection with the foregoing that no compensation will be payable to you and that SDIL is the sole beneficiary of any fee or commission that SDIL may earn from any exercise of SDIL's right under this Clause. You acknowledge that you understand the associated risks including the failure of counterparties to return the borrowed Approved Securities/Units and any other default risks associated with such on-lending. You hereby acknowledge these risks and agree to proceed with this arrangement.
7. Short Selling
7.1. The Electronic Trading Systems will recognise if an Order is placed as a long or short sale. You acknowledge that: (i) short sales may only be effected in a Margin Account and are subject to Applicable Laws and requirements (including in relation to disclosure and reporting of short sales where the short position passes certain thresholds under any relevant Applicable Laws), and to the Initial Margin and Margin Maintenance Requirements set forth in Clause 4; (ii) prior to effecting a short sale for you, SDIL or its Intermediary must be able to borrow such Approved Securities/Units on your behalf to effect delivery of such Approved Securities/Units to the purchaser; (iii) if SDIL or its Intermediary is able to borrow stock to enable you to effect a short sale and the lender subsequently issues a re-call notice for such stock, SDIL or its Intermediary will attempt to re-borrow the Approved Securities/Units on your behalf, it being expressly understood by you that if SDIL or its Intermediary is unable to re-borrow such Approved Securities/Units, then SDIL or its Intermediary, without notice to you, is authorised by you to cover your short position by purchasing Approved Securities/Units on the open market at the then-current market price and you shall be liable for any resulting Losses and all associated costs incurred by SDIL, Executing Broker, and/or its Clearing Firm. The market value of the short Approved Securities/Units is treated as a debit item to your Account (please see Clause 3.1).
8. Representations and Warranties
8.1. In addition to the representations and warranties made in Clause 31 of Section 1 General Terms and Conditions, you hereby represent and warrant and covenant and agree with SDIL in relation to the Margin Terms that:
8.1.1. You shall notify SDIL immediately in writing to liquidate all open positions on margin and close your Margin Account if losses therein approach the extent at which your lifestyle or any dependent may become adversely affected.
9. Contract Notes and Account Statements
9.1. In addition to and notwithstanding anything to the contrary in Clause 7 of Section 1 General Terms and Conditions, you further agree to check and verify all Account Statements and Contract Notes (including statements related to any Services provided under this Section 2 Additional Terms for Margin Trading) supplied by SDIL. Unless you object by (i) a verbal notice to the contrary within twenty-four (24) hours of the deemed delivery of such statement or confirmation; and (ii) followed by a written confirmation of such verbal notification from you to SDIL within seven (7) days of the date of the Account Statements or Contract Notes (as the case may be), dispatched or transmitted, you will be deemed conclusively to have: (i) accepted and ratified all the matters contained in such Account Statements or Contract Notes (as the case may be) as true and accurate and binding on you, subject to SDIL's right to rectify any error which SDIL determined may have been made or reflected; and (ii) waived all rights to bring an action against SDIL in respect of any error or omission.
10. Risk of Loss and Indemnification
10.1. You acknowledge, understand and agree that all Transactions effected for your Margin Accounts and all fluctuations in the market prices of the Securities and/or CIS Units carried in your Margin Accounts are at your sole risk. You understand that trading in this Section 2 (Additional Terms for Margin Trading) involves a high degree of risk and may result in loss of funds even greater than the amount you have deposited in your Margin Account. You understand therefore that such trading is appropriate only for persons who can assume risk of loss in excess of that deposited in their Margin Accounts. You shall be solely liable under all circumstances for any and all losses arising from such Transactions. By entering into the Margin Terms, you warrant that you are willing and financially able to sustain any such losses resulting therefrom, and your unconditional obligation to pay SDIL the amount of any such losses.
10.2. None of SDIL and its Intermediaries shall be responsible for the obligations of the Persons with whom your Transactions are effected, nor shall any of them be responsible for delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
10.3. None of SDIL and its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, custodianship, exchanges, clearing house, bank or similar entity. You agree to hold harmless and indemnify SDIL and its Intermediaries and their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body, contract market, exchange, clearing organisation, or other self-regulatory body) which they may incur or be subject to with respect to your Margin Account or any Transaction or position therein or your obligations under the Margin Terms.
10.4. You affirm that you are able to assume the financial risks of trading under the Margin Terms and that such trading meets your financial objectives. You agree to notify SDIL if there is any material change in your financial condition or objectives.
10.5. You understand that SDIL has not undertaken and will not undertake an independent evaluation of whether Margin Trading generally or any specific Transaction entered into by you or under your Instruction is appropriate, and you undertake, represent and warrant to SDIL that you have made such evaluations independently and SDIL is relying solely on your representations in this regard.
10.6. You agree, accept and understand all implications under Applicable Laws as a consequence of trading with SDIL and on different exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
10.7. You further agree, accept and understand that if you utilise Margin Facility to trade products denominated in different currencies using a base currency chosen by you, SDIL will calculate Margin Requirements by applying exchange rates specified by SDIL. SDIL WILL APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU AGREE TO CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
SECTION 3 - ADDITIONAL TERMS FOR OPTIONS TRADING
This Section 3 Additional Terms for Options Trading sets out the terms that apply to all Options Accounts and your Transactions and Services relating to such Options Accounts (such terms, the "Option Terms"). In the event of any conflict or inconsistency between Section 1 General Terms and Conditions and the Options Terms, the provisions of the Options Terms shall prevail with respect to or in connection with any Transactions in relation to this Section 3.
1. Option Transactions
1.1. If at any time you shall enter into any Transaction for purchase or resale of an option contract, you hereby agree to abide by Applicable Laws, including the rules of any national securities association, registered securities exchange, or clearing organisation applicable to the trading of such option contract and that you, acting alone or in concert, shall not violate the position or exercise limitation rules of any such association or exchange or of the OCC or other clearing organisation in the Applicable Laws. You also acknowledge that you have read and fully understand the "Characteristics and Risks of Standardized Options," which is published by the OCC.
2. Notice, Exercise, Random Allocation of Option Contracts
2.1. You understand that you may not receive actual notice of exercise of an option contract until the week following exercise of the same. You shall bear full responsibility for taking action to exercise or sell valuable options; however, in the absence of your notifying SDIL to exercise an option contract by 3:00 p.m. two (2) business days before the last Business Day prior to expiration date of the options contract, you consent and understand that "Out-of-Money" options contract will lose all value and the Executing Broker/Clearing Firm (acting on behalf of SDIL) may exercise "In-the-Money" options contract on your behalf but is under no obligation to do so and you will hold SDIL harmless for any Loss that may result at that time or any time hereafter.
2.2. In the event of such exercise, the Transaction shall be placed in your Account. In the event that the commissions charged for such an expiration transaction exceeds the proceeds to be realised, you agree and hereby relinquish your ownership in said option contract to the Clearing Firm and the Clearing Firm may exercise the option for its own account. You acknowledge the Clearing Firm may utilise a random method of allocation for all option(s) assignments received and exercise assignment notices for options contracts allocated among all customers' short positions within that series. You shall read and understand the rules and regulations of option contracts trading of the relevant Exchanges and Clearing Firm prior to trading any options contract.
2.3. You shall not, acting alone or in concert with others, exceed the position/exercise limits set forth by any exchange or market or by any other regulatory authority of the relevant jurisdiction.
2.4. You acknowledge and accept that should SDIL in its discretion, deem it necessary for its protection for any reason, or if you die, SDIL can buy, sell, or short any part or all of the underlyers represented by options endorsed by the Clearing Firm for your Account. Any and all expenses incurred by SDIL or the Clearing Firm in connection with such transactions shall be reimbursed by you to SDIL and the Clearing Firm. You understand and acknowledge that when Transactions are traded in more than one marketplace the Clearing Firm or the Executing Broker may use its discretion in selecting the market in which to enter your Order unless you specifically instruct otherwise. All monies, Securities, CIS Units, or other property which SDIL or the Clearing Firm may hold in any of your Accounts shall be held subject to a general lien for the discharge of your obligations to SDIL and/or the Clearing Firm under this Agreement or otherwise.
2.5. You agree that in connection with any uncovered option(s) for your Account, you will not sell, during the lifetime of such options, the underlying Collateral collateralising such options, any underlying cash, Securities, CIS Units or other assets which may accrue on the underlying covered Securities or CIS Units until such options are closed, exercised, or expired or the undersigned has met the Collateral requirements established by SDIL and/or the Clearing Firm for carrying uncovered options. You also agree that SDIL and/or the Clearing Firm, in its/their respective discretion, may refuse any order to sell such underlying Securities or CIS Units received from you or by means of a "give-up" basis through another firm unless, prior to such sale, you have met the Collateral requirements established by SDIL and/or the Clearing Firm for carrying uncovered options. SDIL has the right in its discretion, to permit you to apply the proceeds of such sale to such Collateral requirements.
2.6. You are aware of the high degree of risk involved in option transactions and have given SDIL, in strict confidence, information to demonstrate that this Account and the trading anticipated therewith is not unsuitable for you in light of your investment objectives, financial situation and needs, experience, and knowledge. Notwithstanding that neither SDIL nor its Intermediary provides financial advisory services to you, you agree to advise SDIL of any changes in your investment objectives, financial situation or other circumstances that may materially affect your suitability of trading in option transactions as SDIL or its Intermediaries may require such information to take steps to protect their own position and to otherwise comply with Applicable Laws and regulations.
3. Trading Limits and Restrictions
3.1. SDIL may in its sole and absolute discretion without giving any reason or without notice to you, at any time and from time to time impose, remove or amend any trading or Transaction restrictions or any limits, including position limits, Transaction limits and limits on contract size in respect of any Options Account upon you. No previous limit or restriction shall set a precedent or bind SDIL. You undertake to comply with and shall not breach or exceed such restrictions and limits as imposed on you by SDIL and any other trading restrictions or positions limits under Applicable Laws, including those imposed by any exchange or market or clearing house or the OCC, whether you are acting alone or in concert with others. If you exceed any trading restriction or position limit, SDIL is authorised to disclose your identity and your positions, and/or liquidate any of your positions.
4. Margin Requirements and Collateral
4.1. You agree that you are responsible for all your Transactions in your Options Account and prior to effecting each Transactions in connection with Options Contracts, you must have sufficient funds in your Options Account to meet the Initial Margin and Margin Maintenance Requirement for that Transaction.
4.2. SDIL may, at any time, from time to time and in its sole and absolute discretion require you to, and you agree to, deposit Collateral with SDIL in such form and of such amount, currency denomination, specifications or value as SDIL may determine in its discretion for the due performance of your obligations under any and all Transactions and Options Accounts, for entry into or maintaining any and all outstanding Transactions or Options Accounts, and/or for the due performance of your other obligations to SDIL whether hereunder or otherwise.
4.3. SDIL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the number of Options Contracts which you may maintain or acquire through SDIL. No previous margin requirements shall establish any precedent and Margin Requirements once established may at the discretion of SDIL apply to existing positions as well as new positions in the Transactions and Options Contracts affected by such change.
4.4. You agree and undertake to at all times provide and maintain Collateral and margin for all Options Accounts on the conditions and by the date and time stipulated by SDIL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, the OCC, applicable exchange rules, the Securities Act and other Applicable Laws; (ii) SDIL's internal credit terms and policies and general policies regarding Margin Maintenance Requirements in effect from time to time and as required by SDIL at its sole and absolute discretion.You undertake to do so by the date and the time stipulated by SDIL.
4.5. SDIL may at any time and from time to time apply and/or transfer margin received from you to another entity, including an exchange or a clearing house to satisfy any delivery or payment obligations in connection with Options Contracts entered into for you in connection with the Options Terms or to procure the same.
4.6. SDIL shall not be liable to you for the loss of any margin deposits which is the direct or indirect result of the failure to perform, bankruptcy, insolvency, liquidation, receivership, or custodianship or assignment for the benefit of creditors of any exchange, clearing house, bank, executing broker, clearing organisation, or similar entity with whom such margins have been onward deposited. Under no circumstance shall SDIL be liable to you for punitive, exemplary, special, incidental, indirect, or consequential damages.
4.7. All cash margin that you provide to SDIL are considered your funds which are subject to the terms and conditions herein relating to your funds.
4.8. You hereby expressly authorise SDIL at any and all times to take action to transfer and/or sell any of your Assets, or take any other action to reduce your Debit Balance or to ensure that your Margin Requirements are met and satisfied or to otherwise protect SDIL's interest.
4.9. You shall promptly execute and do (as applicable) all such documents, instruments, assurances, acts and things as necessary or as required by SDIL for creating, perfecting, and/or protecting the rights of SDIL to any Collateral, including delivering to SDIL all security and other documents, in such form or forms acceptable to SDIL duly executed by you or for you in favour of SDIL and where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
4.10. You agree that SDIL may, but is not obligated to, without prior notice to you, apply and use any and all cash or other property for the time being deposited with, received by, held by or under the control of SDIL, as Collateral for the purposes of any Transaction or Account (including to secure any and all of your obligations to SDIL under any Transaction or Account) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
4.11. You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Options Account or Transaction as SDIL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Options Terms, and upon your specific Instructions SDIL may transfer all or part of such Collateral held by SDIL for you in respect of any Account or Transaction to any other Account or Transaction, or to utilise such Collateral for any purposes as required by you.
5. Margin Facilities
5.1. Where the entry into any Transactions or performance of your obligations under the Transactions involves utilisation of a Margin Facility, the Margin Agreement shall apply to the use of such Margin Facility.
5.2. Unless otherwise agreed by SDIL Margin Facilities cannot be used to pay for initial purchase prices (including without limitation any fees, expenses and/or premiums) of Options Contracts.
5.3. You acknowledge and agree that use of a Margin Facility may be subject to additional margin maintenance requirements in this Agreement. For avoidance of doubt, such margin maintenance requirements shall be in addition to, and not in substitution of, any Margin Maintenance Requirements imposed under these Options Terms.
6. Exercise of Options
6.1. You acknowledge and agree that SDIL shall not be obliged to notify or remind you of the exercise date of your open Options Contracts, or to take any action to exercise an Options Contract prior to its expiration or prevent any automatic exercise, except upon your Instructions. You further understand that SDIL is not obliged to seek your Instructions in this regard nor remind you to give SDIL the appropriate Instructions and that SDIL may have established exercise cut-off times, which may be different from the times established by the contract markets in clearing houses. You agree that you will give SDIL Instructions to liquidate, exercise, or allow the expiration of the options in the case of long positions in the options by 3:00 p.m. time two (2) business days before the last Business Day prior to expiration date or such other time as SDIL may specify in its sole discretion (the "Option Exercise Time"). In the event that timely exercise and assignment Instructions are not made or given (as applicable) by the Option Exercise Time, you hereby agree to waive any and all claims for damage or loss you might have against SDIL or its Intermediary arising out of the fact that an Option was or was not exercised.
6.2. Although a Clearing Firm, exchange or clearing house may automatically exercise an Options Contract that is "in-the-money", none of SDIL, any Executing Broker or the Clearing Firm will be held liable for its failure to do so. You acknowledge and agree to take full responsibility and shall not have any claims whatsoever against SDIL as a result of or in connection with taking action either to exercise or to prevent exercise of an option contract, as the case may be.
6.3. SDIL reserves the right to refuse to exercise any Option Contract that would cause undue risk to SDIL, the Executing Broker, or the Clearing Firm (as determined by SDIL in its sole discretion).
6.4. In the event you do not have sufficient equity, before the expiration of an equity Options Contract, to meet the Initial Margin requirements prescribed for the purchase or sale of the underlying Financial Product, the Executing Broker may in its discretion liquidate the underlying position which results from the exercise of the Options Contract and none of SDIL, Executing Broker, and the Clearing Firm shall be under any obligation to purchase or sell the underlying Financial Product on your behalf.
6.5. You understand that the OCC assigns exercises to clearing firms such as the Clearing Firm and you acknowledge that, upon assignment, you shall be required: (i) in the case of an equity option, to deliver or accept the required number of shares of the underlying security, or (ii) in the case of an equity index option, to pay or receive the settlement price, in cash. You understand that you may not receive notice of an assignment from SDIL or its Clearing Firm until one or more days following the date of the initial assignment by OCC to the Clearing Firm and that the lack of such notice creates a special risk for uncovered writers of physical delivery call stock options.
6.6. You acknowledge and agree that when exercising an Options Contract, you must ensure that there are sufficient funds or assets in your Account to meet your delivery or settlement obligations under the Option. SDIL may, in its sole discretion, refuse to exercise an Options Contract, close out your positions, or take any other actions if you have insufficient funds in your Account.
6.7. In the event that an exercise of one or more of your put Options Contracts results in your entering into a short sale of the underlying Financial Product (i.e. where you have insufficient Financial Product in your Account to fulfil the delivery obligations under the Options Contracts), you are responsible for the order at the time the order is placed. You acknowledge that short sales is subject to Initial Margin and Margin Maintenance Requirements and the provisions of Section 2 Additional Terms for Margin Trading. Prior to the execution of a short sale, SDIL's Clearing Firm must be able to borrow the underlying Financial Product on your behalf in order to deliver the Financial Product to the purchaser; if the Financial Product has been borrowed on your behalf and the lending firm subsequently issues a recall notice to the Clearing Firm, then SDIL's Clearing Firm will attempt to re-borrow the Financial Product on your behalf. However, if in the event the Financial Product cannot be re-borrowed you acknowledge that SDIL may, at its sole discretion and without notice to you, cover your short position by purchasing the relevant Financial Product in the open market at the current market price. You shall then be held liable for all related costs incurred by SDIL. The market value of the short Financial Product is treated as a debit item in your Margin Account.
7. Margin Call and Liquidation of Positions
7.1. If your Options Account is under-margined or if any of SDIL and its Intermediaries, in its discretion, determines that it has reasonable doubt with respect to your willingness or ability to fulfil your obligations hereunder (which includes but is not limited to the delivery or exercise of Options Contracts, inability to eet Margin Requirements, breach or potential breach of any limits, your perceived death, disability, insolvency, or SDIL's inability to communicate at any time with you), SDIL may in its discretion and without prior notice to you offset any of your open Options Contracts positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to SDIL for any loss or Debit Balance that results therefrom, without regard to (i) whether SDIL has adhered to margin or other rules of any contract market, or (ii) any other term of the Options Terms. This right to offset includes the right, if deemed appropriate in the exercise of SDIL's discretion, to buy and/or sell any Options Contracts or other property, including but not limited to the use of spreads, straddles, and/or off-exchange Transactions, such as an exchange for physical or other cash Transaction, including SDIL's account, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of SDIL's right to sell or buy without demand or notices herein provided.
7.2. SDIL may issue a Margin Call to you by email or any other method, and in such cases you must satisfy such Margin Call immediately within one hour or less. Notwithstanding any such Margin Call, you acknowledge that SDIL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by SDIL shall not be considered a waiver of SDIL's rights under Clause 7.1 and you shall remain liable for and shall pay to SDIL immediately any amount owed to SDIL in any of your Options Accounts resulting from any Transactions.
7.3. You further acknowledge and agree that if Margin Maintenance Requirements are increased, by SDIL or its Executing Broker/Clearing Firm, the OCC or otherwise, and there is insufficient Collateral in your Options Account(s) to meet such increased Margin Maintenance Requirements, SDIL or its Executing Broker/Clearing Firm, or the OCC may liquidate your position in any of your Account(s) without notice, and shall not be liable for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favourable price.
7.4. You agree to promptly satisfy all Margin Calls and understand and acknowledge that Debit Balances in all of your Account(s) shall be charged with interest as required by all applicable statutes, rules, regulations, procedures or as deemed necessary by SDIL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owned relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you.
8. Representations and Warranties
8.1. In addition to the representations and warranties made in Clause 33 of Section 1 (General Terms and Conditions), you hereby represent and warrant and covenant and agree with SDIL in relation to the Options Terms that:
8.1.1. you shall notify SDIL immediately in writing to liquidate all open Options Contracts positions in, and close, your Options Accounts if losses therein approach the extent to which your lifestyle or any dependent may become adversely affected;
8.1.2. you have received, read, understood, acknowledged and accepted the terms and conditions of this Agreement, and relevant Risk Disclosure Statements made available to you during Account opening progress and/or at the Website, including without limitation the most up to date version of the OCC disclosure document on Characteristics and Risks of Standardized Options (the "OCC Document"). If you do not understand or require clarification on any term, condition or risk, you must seek clarification or independent advice before acknowledging to SDIL that you have read and understood the Risk Disclosure Statements and/or the OCC Document;
9. General Exclusion
9.1. SDIL shall not be liable to you in any respect for any Loss suffered by you, including any Loss resulting from action, inaction or insolvency by or of any Intermediary, exchange, market or clearing house or the OCC (including in each case, any wrongful or unlawful action or inaction), or howsoever otherwise suffered and/or incurred by you. SDIL shall only be liable to you if SDIL has been grossly negligent or engaged in wilful misconduct. Without prejudice to the generality of the foregoing, SDIL shall not in any event be liable to you for any indirect or consequential Loss (including loss of profit and loss of opportunity) or special, incidental, exemplary, or punitive damages.
10. Your Obligations
10.1. You agree to pay SDIL when due, charges for commissions at rates established by SDIL and for related fees and charges as a result of, or related to, the Transactions effected under these Options Terms (such commissions, rates, fees and charges as may be notified to you from time to time), and for other Services offered and accepted in connection with the Options Account.
10.2. You agree to pay promptly on demand any and all sums due to SDIL for monies owning including any unsecured Debit Balance and any interest that may be charged on the monies owed.
10.3. You further acknowledge and agree, at any time upon SDIL's demand, to discharge all obligations to SDIL or, in the event of a closing of any Options Account in whole or in part, to pay to SDIL any amount owed, if any, including costs, damages, or attorney fees suffered or paid by SDIL, directly or indirectly, in connection with such amount owed.
10.4. In lieu of requiring the immediate discharge of any of your obligations, SDIL may, in its discretion, where applicable, demand security for such obligation and, if elected, for all future obligations in which event you will either discharge all existing obligations to SDIL or furnish security as SDIL demands, and in that connection, execute and deliver such security agreements, financing statements, and other documents, in forms prescribed or approved by SDIL as shall be reasonably requested.
11. Risk of Loss and Indemnification
11.1. All Transactions effected for your Options Accounts and all fluctuations in the market prices of the Options Contracts carried in your Options Accounts are at your sole risk. You shall be solely liable under all circumstances for any losses arising from such Transactions. By entering into the Options Terms, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay SDIL the amount of any such losses.
11.2. None of SDIL and its Intermediaries shall be responsible for (i) the obligations of the Persons with whom your Transactions are effected; or (ii) any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes. None of SDIL and its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity. You agree to hold harmless and indemnify SDIL and its Intermediaries and their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which they may incur or be subject to with respect to your Options Account or any Transaction or position therein or your obligations under Options Terms.
11.3. You affirm that you are able to assume the financial risks of Options Contract trading and that Options Contract trading meets your financial objectives. You agree to notify SDIL if there is any material change in your financial condition or objectives.
11.4. You understand that SDIL has not undertaken and will not undertake an independent evaluation of whether trading in Options Contracts generally or any specific Transaction in Options Contracts entered into by you is appropriate, and you undertake, represent and warrant to SDIL that you have made such evaluations independently and SDIL is relying solely on your representations in this regard.
11.5. You further agree, accept and understand all implications under Applicable Laws as a consequence of trading with SDIL and on different exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
11.6. You may choose to trade Options Contracts denominated in different currencies comparing to the base currency of your Account. If you maintain positions denominated in foreign currencies other than the base currency, SDIL will calculate Margin Requirements by applying exchange rates specified by SDIL.
WHERE YOU MAINTAIN MARGIN IN A CURRENCY DIFFERENT FROM THE MARGIN REQUIREMENTS, SDIL MAY APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATIONS IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
11.7. You acknowledge and agree that in the event that SDIL is held liable for any payments that may result from any Transactions, any Debit Balance, or any other shortfall on your Options Account, or if SDIL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between SDIL and any Intermediary or otherwise in respect of your obligations), you shall be responsible for any such payments and shall hold harmless and indemnify SDIL for all such costs, losses, or liabilities incurred by SDIL respectively.
12. Foreign Currency Conversions and Multicurrency Account
12.1. You shall make all deposits to your Options Account only in the currencies accepted and permitted by SDIL. Unless another currency is designated in the confirmation for a Transaction in Options Contracts and permitted by SDIL, all margin deposits for such Options Contracts and any debit or credit made in the Options Account as a result of liquidating such an Options Contract shall be in the contractual currency of the Options Contract. Where moneys are payable in respect of any Transaction in any currency accepted by SDIL, (i) SDIL is authorised, in its sole discretion, to carry out any and all foreign exchange transactions at SDIL's or its agent's prevailing rates to convert the currency to such currency requested by you which SDIL agrees to accept, for the intention of trading the Options Contracts that are denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) SDIL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at SDIL's or its agent's prevailing rates to convert one currency to another currency which is acceptable by SDIL in your Account upon your request for the Transaction for any purposes and SDIL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your own account and sole risk; and (iv) all initial and subsequent deposits for Collateral purposes shall be recorded in such currency or currencies, and in such amounts, as SDIL may in its reasonable discretion elect.
12.2. You agree that SDIL's obligations to you shall be denominated in (i) a currency, accepted by SDIL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
12.3. SDIL may, and you acknowledge and authorise SDIL to, hold your funds outside of Mauritius, in a jurisdiction that may be or may not be the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
12.4. You understand that investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency's value against the base currency of your Account. SDIL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the currency's, which such investment is denominated in, value may fall in relation to the base currency of your Account.
SECTION 4 - ADDITIONAL TERMS FOR FUTURES TRADING
This Section 4 Additional Terms for Futures Trading sets out the terms that apply to all Futures Accounts and your Transactions and Services relating to such Futures Accounts ("Futures Terms"). In the event of any conflict or inconsistency between Section 1 (General Terms and Conditions) and the Futures Terms, the provisions of the Futures Terms shall prevail with respect to or in connection with any Transactions in relation to this Section 4.
1. Margins
1.1. You acknowledge and agree that you are responsible for all your Transactions in your Futures Account and prior to effecting each Transaction in connection with Futures Contracts, you must have sufficient funds in your Futures Account to meet the Initial Margin and Margin Maintenance Requirement for that Transaction.
1.2. SDIL may, at any time, from time to time and in its sole and absolute discretion require you to provide to SDIL such cash or other property in such form and of such amount, currency denomination, specifications or value as SDIL may determine in its discretion for the due performance of your obligations under your Transactions and Accounts, for entry into or maintaining any and all outstanding Transactions or Accounts, and/or for the due performance of your other obligations to SDIL whether hereunder or otherwise.
1.3. SDIL shall have the right to set and revise Margin Requirements and to limit, without prior notice to you, the number of Futures Contracts which you may maintain or acquire through SDIL. No previous margin requirements shall establish any precedent and Margin Requirements once established may at the discretion of SDIL apply to existing positions as well as new positions in the Transactions and Futures Contracts affected by such change.
You further agree and undertake to at all times provide and maintain Collateral and margin for all Futures Accounts on the conditions and by the date and time stipulated by SDIL in its discretion at any time from time to time or as may be required by: (i) the Executing Broker, Clearing Firm, FCM, applicable exchange rules, the SFA and other Applicable Laws; (ii) SDIL's internal credit terms and policies and general policies regarding Margin Maintenance Requirements in effect from time to time; and as required by SDIL at its sole and absolute discretion, and you undertake to do so by the date and the time stipulated by SDIL.
1.4. SDIL may at any time apply and/or transfer margin received from you to another entity, including an exchange or a clearing house to satisfy any delivery or payment obligations in connection with Futures Contracts entered into for you in connection with the Futures Terms or to procure the same.
1.5. SDIL shall not be liable to you for the loss of any margin deposits which is the direct or indirect result of the failure to perform, bankruptcy, insolvency, liquidation, receivership, or custodianship or assignment for the benefit of creditors of any exchange, clearing house, bank, executing broker, clearing organisation, or similar entity with whom such margins have been onward deposited. Under no circumstance shall SDIL be liable to you for punitive, exemplary, special, incidental, indirect, or consequential damages.
1.6. All cash margin that you provide to SDIL are considered your funds which are subjected to the terms and conditions herein relating to your funds.
1.7. You hereby expressly authorise SDIL at any and all times to take action to transfer and/or sell any of your Assets, or take any other action to reduce your Debit Balance or to ensure that your Margin Requirements are met and satisfied or to otherwise protect SDIL's interest.
1.8. You shall promptly execute and do all such documents, instruments, assurances, acts and things as necessary or as required by SDIL for creating, perfecting, and/or protecting the rights of SDIL to any Collateral, including delivering to SDIL all security and other documents, in such form or forms acceptable to SDIL duly executed by you or for you in favour of SDIL where necessary, having the same duly filed, stamped and registered in accordance with all Applicable Laws.
1.9. You agree that SDIL may but is not obliged to, without prior notice to you, apply and use any and all cash or other property for the time being deposited with, received by, held by or under the control of SDIL, as Collateral for the purposes of any Transaction or Account (including to secure any and all of your obligations to SDIL under any Transaction or Account, including Securities Trading Account if applicable) and for the purposes of meeting any Margin Requirements as may be imposed on you from time to time.
1.10. You hereby acknowledge and agree that you shall maintain separate Collateral as margin in respect of each Futures (or Securities, if applicable) Account or Transaction as SDIL may require, that the Collateral maintained as margin in respect of each Account or Transaction shall be treated as separate for the purposes of this Futures Terms, and upon your specific Instructions SDIL may transfer all or part of such Collateral held by SDIL for you in respect of any Account or Transaction to any other Account or Transaction, or to utilise such Collateral for any purpose(s) as required by you.
2. Liquidation of Positions
2.1. If your Futures Account is under-margined or if SDIL or its Intermediary, in its discretion, determines that it has reasonable doubts with respect to your willingness or ability to fulfill your obligations hereunder (which includes but is not limited to the delivery or exercise of Futures Contracts, your perceived death, disability, insolvency, or SDIL's inability to communicate at any time with you), SDIL may in its discretion and without prior notice to you offset any of your open Futures Contracts positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to SDIL for any loss or Debit Balance that results therefrom, without regard to (i) whether SDIL has adhered to margin or other rules of any contract market, or (ii) any other term of the Futures Terms. This right to offset includes the right, if deemed appropriate in the exercise of SDIL's discretion, to buy and/or sell any Futures Contracts or other property, including but not limited to the use of spreads, straddles, and/or off-exchange Transactions, such as an exchange for physical or other cash Transaction, including SDIL's account, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of SDIL's right to sell or buy without demand or notices herein provided.
2.2. SDIL may issue a Margin Call to you by email or any other method, and in such cases you must satisfy such Margin Call immediately within one hour or less. Notwithstanding such Margin Call, you acknowledge that SDIL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by SDIL shall not be considered a waiver of SDIL's rights under Clause 2.1 and you shall remain liable for and shall pay to SDIL immediately any amount owed to SDIL in any of your Futures Accounts resulting from any Transactions.
2.3. You further acknowledge and agree that if Margin Maintenance Requirements are increased, by SDIL or its Executing Broker/Clearing Firm, FCM or otherwise, and there is insufficient Collateral in your Futures Account(s) to meet such increased Margin Maintenance Requirements, SDIL or its Executing Broker/Clearing Firm, FCM may liquidate your position in any of your Account(s) without notice, and shall not be liable to you for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favorable price.
3. Your Obligations
3.1. You agree to pay SDIL when due, charges for commissions at rates established by SDIL and for related fees and charges as a result of, or related to, the Transactions effected under these Futures Terms (such commissions, rates, fees and charges as may be notified to you from time to time), and for other Services offered and accepted in connection with the Futures Account.
3.2. You agree to pay promptly on demand any and all sums due to SDIL for monies owning including any unsecured Debit Balance and any interest that may be charged on the monies owed.
3.3. You further acknowledge and agree, at any time upon SDIL's demand, to discharge all obligations to SDIL or, in the event of a closing of any of Futures Account in whole or in part, to pay to SDIL any amount owed, if any, including costs, damages, or attorney fees suffered or paid by SDIL, directly or indirectly, in connection with such amount owed.
3.4. In lieu of requiring the immediate discharge of any of your obligation, SDIL may, in its discretion, where applicable, demand security for such obligation and, if elected, for all future obligations in which event you will either discharge all existing obligations to SDIL or furnish security as SDIL demands, and in that connection, execute and deliver such security agreements, financing statements, and other documents, in forms prescribed or approved by SDIL as shall be reasonably requested.
3.5. You agree to reimburse SDIL on demand for any cost of collection incurred by SDIL in collecting any sums owing by you under the Futures Terms and any cost incurred by either of them in successfully defending itself against any claims asserted by you, including all legal fees, interest, and expenses.
4. Risk of Loss and Indemnification
4.1. All transactions effected for your Futures Accounts and all fluctuations in the market prices of the Futures Contracts carried in your Futures Accounts are at your sole risk. You shall be solely liable under all circumstances for any losses arising from such Transactions. By entering into the Futures Terms, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay SDIL the amount of any such losses.
4.2. None of SDIL and its Intermediaries shall be responsible for (i) the obligations of the Persons with whom your Transactions are effected; or (ii) any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
4.3. None of SDIL and its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity. You agree to hold harmless and indemnify SDIL and its Intermediaries and their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which they may incur or be subject to with respect to your Futures Account or any Transaction or position therein or your obligations under Futures Terms.
4.4. You affirm that you are able to assume the financial risks of Futures Contract trading and that Futures Contract trading meets your financial objectives. You agree to notify SDIL if there is any material change in your financial condition or objectives.
4.5. You understand that SDIL has not undertaken and will not undertake an independent evaluation of whether trading in Futures Contracts generally or any specific Transaction in Futures Contracts entered into by you is appropriate, and you undertake, represent and warrant to SDIL that you have made such evaluations independently and SDIL is relying solely on your representations in this regard.
4.6. You further agree, accept and understand all implications under Applicable Laws (including but not limited to Mauritius law as a consequence of trading with SDIL) and on foreign exchanges (including but not limited to the Hong Kong Futures Exchange). You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
4.7. You acknowledge and agree that in the event that SDIL is held liable for any payments that may result from any Transactions, any Debit Balance, or any other shortfall on your Futures Account, or if SDIL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between SDIL and any Intermediary or otherwise in respect of your obligations), you will be responsible for any such payments and will hold harmless and indemnify SDIL for all such costs, losses, or liabilities incurred by SDIL respectively.
4.8. You may choose to trade Futures Contracts denominated in different comparing to the base currency of your Account. Upon purchase of the Futures Contract denominated in a different currency from the base currency without sufficient funds in such currency of Future Contract purchased, a margin loan will be created to fund the Margin Requirement of the Futures Contract position, secured by the assets in the other currency in your Account. The loan amount will be charged daily interest at rates published on the Website from time to time, which rates of interest, as permitted by Applicable Laws, are subject to change upon notice by publication on the Website. Such interest shall be charged on all Debit Balances owed by you to SDIL. If you maintain positions denominated in foreign currencies other than the base currency, SDIL will calculate Margin Requirements by applying exchange rates specified by SDIL.
SDIL WILL APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. YOU MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATIONS IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
5. Futures Contracts
5.1. You acknowledge and agree that SDIL shall not be obliged to notify or remind you of the last trading day of your open Futures Contracts.
5.2. You acknowledge and agree for Transactions in Futures Contracts (excluding exchange-traded options on futures), you shall give SDIL liquidating Instructions on open positions in a current delivery month at least five (5) Business Days prior the first (1st) notice day in the case of long positions, and at least five (5) Business Days prior to the last trading day in the case of short positions. SDIL does not allow for Futures Contracts to be settled with physical delivery of a commodity nor does SDIL allow for positions to be held on or after first (1st) notice day. You are required to close your positions to the next active month prior to first (1st) notice day. While any of your positions can be liquidated at the discretion of SDIL at any time and without prior notice, open positions (regardless of whether they are long or short) in physically delivered products will be liquidated before first notice day or last trade date, whichever occurs first, without notice to you. If funds, documents, or Instructions are not received, SDIL may, without notice, close out such positions without additional prior notification. SDIL shall have no liability to you and you shall be liable for all losses/costs for any such action.
5.3. In relation to any applicable Futures Contacts, you acknowledge and agree to be bound by any changes in the capital structure or composition of the underlying issuer or, where the relevant clearing house considers necessary or desirable to ensure fair treatment to all parties to such contracts, any adjustments to the terms and conditions of that class. Subject to any Applicable Laws, whenever any new transaction is entered into to close out any existing Futures Contracts, the obligations of SDIL and you under such existing Futures Contracts shall, except for any settlement payments that may be due in respect of such existing Futures Contracts, be automatically terminated immediately upon the entering into of such new transaction.
6. Foreign Currency Conversions and Multicurrency Account
6.1. You shall make all deposits to your Futures Account only in the currencies accepted and permitted by SDIL. Unless another currency is designated in the confirmation for a Transaction in Futures Contracts and permitted by SDIL, all margin deposits for such Futures Contract and any debit or credit made in the Futures Account as a result of liquidating such a Futures Contract shall be in the contractual currency of the Futures Contract. Where moneys are payable in respect of any Transaction in any currency accepted by SDIL, (i) SDIL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at SDIL's or its agent's prevailing rates to convert the currency to such currency requested by you which SDIL agrees to accept, for intention of trading the Futures Contracts that denominated in such currency and to make any necessary withholding deduction as may be required by Applicable Laws; (ii) SDIL is authorised, in its sole discretion, to carry out any and all foreign exchange transaction at SDIL's or its agent's prevailing rates to convert one currency to another currency which are acceptable by SDIL in your Account upon your request for the transaction for any purposes and SDIL may retain a fee for such conversion; (iii) any profit or Loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your own account and sole risk; and (iv) all initial and subsequent deposits for Collateral purposes shall be recorded in such currency or currencies, and in such amounts, as SDIL may in its reasonable discretion elect.
6.2. You agree that SDIL's obligations to you shall be denominated in (i) a currency, accepted by SDIL, in which funds are deposited by you or are converted at the request of you, to the extent of such deposits and conversions; or (ii) a currency, agreed upon, in which funds have accrued to you as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.
6.3. SDIL may, and you acknowledge and authorise SDIL to, hold your funds outside of Mauritius, in a jurisdiction that may be or may not be a money center country or the country of origin of the currency in order to facilitate your trading in investments denominated in that currency.
6.4. You understand that investments denominated in a foreign currency carry risk based on the fluctuation of such foreign currency's value against the base currency of your Account. SDIL does not guarantee against this risk or provide any hedging services to prevent this risk from affecting your Account. While the value of your investment(s) may increase, it is possible that the currency's, which such investment is denominated in, value may fall in relation to the base currency of your Account.
You agree to promptly satisfy all Margin Calls and understand and acknowledge that Debit Balances in all of your Account(s) shall be charged with interest are required by all applicable statutes, rules, regulations, procedures or as deemed necessary by SDIL or its Intermediaries. You understand that you are liable for payment upon demand of any obligations owed relating to Account and that your Account can and may be liquidated at any time in order to meet Margin Requirements without demand or notice being sent to you. You acknowledge that you have read and agree to be bound by all terms and conditions set forth in the SDIL Agreements.
SECTION 5 - ADDITIONAL TERMS FOR FUND MALL SERVICES
This Section 5 Additional Terms for Fund Mall Services sets out the terms that apply to all Fund Mall Accounts and your Transactions and Services relating to Funds ("Fund Mall Terms"). In the event of any conflict or inconsistency between Section 1 General Terms and Conditions and the Fund Mall Terms, the provisions of the Fund Mall Terms shall prevail with respect to or in connection with any Transactions in relation to this Section 5.
1. Fund Mall Transactions
1.1. The Customer may instruct SDIL to execute any Transaction by placing an Order with SDIL. Upon the receipt of an Order to execute a Transaction under these Fund Mall Terms, SDIL shall execute the Transaction by placing an order with the relevant Fund Representative, counterparty or exchange (as the case may be). The Order will become irrevocable immediately after SDIL has executed the Transaction by placing an order with the relevant Fund Representative, counterparty or exchange (as the case may be).
1.2. In the case of an Order for the subscription or purchase of CIS Units (excluding ETFs), SDIL shall execute the Transaction by placing the Order with the relevant Fund Representative, counterparty or exchange (as the case may be) where the subscription or purchase is settled by cheque payment, upon the receipt of the Order and on a cleared-funds basis or, in the sole and absolute discretion of SDIL, upon the receipt of the Order and cheque and this shall not in any way be deemed as SDIL providing an advance, loan or credit facility to you.
1.3. In any event, SDIL is entitled to require you to place cash as deposit prior to execution of any Order. SDIL is entitled at its discretion to determine the amount of deposit payable by you and the time and manner for the placement and nature of such deposit. Nevertheless, where an Order is executed by SDIL prior to receipt of payment, this shall not in any way be deemed as SDIL providing an advance, loan or credit facility to you.
1.4. If SDIL has executed a subscription or purchase Transaction before the actual receipt of the necessary application monies and fees, you shall procure that payment in cleared funds should be received by SDIL at such time period specified by SDIL in its sole and absolute discretion from time to time. If payment is not received within the time period specified by SDIL or where there is confirmation of insufficient funds in your Fund Mall Account , the subscription or purchase may be cancelled forthwith or resold to the Fund Representative, counterparty or exchange (as the case may be) without any liability or responsibility on the part of SDIL, in which event you shall be responsible for any Loss suffered by SDIL resulting from your failure to make such payment. SDIL reserves the right to set off or recover the said Loss by:
1.4.1. deducting the relevant amount from your Fund Mall Account;
1.4.2. selling or redeeming your CIS Units;
1.4.3. deducting the relevant amount from any sale or redemption proceeds and distribution income (including but not limited to dividends and coupon proceeds) from your investments or other Assets; or
1.4.4. requesting you to make payment using other electronic means available.
1.5. You understand that if there is any outstanding payment required for any CIS Units, which you purchase or subscribe to, after the due date of the Transaction (if applicable), SDIL has the right to force sell any or all of these CIS Units. You shall be responsible for any Loss suffered by SDIL and SDIL shall not be liable to you for any Loss suffered by you, including but not limited to a Loss as a result of any fall in the market price of the CIS Units between the time the right to force sell arose and the time SDIL actually sold the CIS Units.
1.6. Orders placed by you with SDIL may be aggregated and consolidated either daily or from time to time by SDIL together with orders placed by SDIL's other customers or any other person whom SDIL deems fit, for the purposes of placement of the orders by SDIL with the relevant Fund Representative, counterparty or exchange (as the case may be).
1.7. Orders (and monies in the case of a cash purchase or subscription) received by SDIL on any Business Day before the relevant cut-off time (as may be specified by SDIL in its sole and absolute discretion) shall be consolidated with other orders (if any) for placement with the relevant Fund Representative, counterparty or exchange (as the case may be) on the same Business Day. Orders (and monies in the case of a cash purchase or subscription) received after the specified cut-off time shall be deemed to be an Order received by SDIL on the next Business Day and shall only be placed with the relevant Fund Representative, counterparty or exchange (as the case may be) on the next Business Day.
1.8. Where SDIL has placed a consolidated order for the purchase or subscription of CIS Units or for the switching of Units with the relevant Fund Representative, the Fund Representative will (subject to the Fund Representative's right to refuse or reject any such order pursuant to the trust deed and/or prospectus of the relevant CIS Unit) issue the relevant CIS Units to and register the CIS Units in the name of the Custodian or the Customer (whichever is applicable). The CIS Units so issued will be allotted or allocated among you and the other relevant customers of SDIL in any order or manner as SDIL may in its sole and absolute discretion determine. In respect of CIS Units purchased using cash, dividends declared by any CIS shall either be paid out to you, subject to a minimum threshold as determined by SDIL, or automatically reinvested in the CIS through the purchase or subscription by SDIL of additional CIS Units, where applicable, in the relevant CIS, on your behalf. Where the minimum threshold is not met, SDIL shall have the right to park the said dividends in the Fund Mall Account. In the event that all CIS Units in a CIS are fully sold or redeemed, if dividends are declared thereafter and are reinvested in the CIS, SDIL will subsequently have the right to sell or redeem such CIS Units and park the sale or redemption proceeds into the Fund Mall Account.
1.9. Where you make an Order for the switching between the relevant CIS Units, SDIL will subscribe for, and/or purchase the, CIS Units required by you upon the fulfilment of certain conditions as prescribed by SDIL and in any event, SDIL shall not be deemed as providing an advance, loan or credit facility to you. SDIL is not obliged to inform you of the costs and/or disadvantages that may arise from any switch transactions.
1.10. You acknowledge and agree that any Fund Representative, counterparty or exchange or Fund (as the case may be) which receives the order from SDIL is not obliged to accept the order in part or whole. SDIL shall not be liable or responsible for any action or rejection on the part of any Fund Representative, counterparty or exchange or Fund (as the case may be) in respect of any order. SDIL or the Custodian shall have no responsibility or liability for ensuring that the relevant Fund Representative, counterparty or exchange or Fund (as the case may be) allots the CIS Units or for any Losses (including any loss of investment opportunity) which you may suffer or incur as a result of any refusal to accept or delay in accepting such order by the Fund Representative, counterparty or exchange or Fund (as the case may be) (including but not limited to delays due to a Fund holiday).
1.11. You acknowledge and agree that the issue price and redemption or realisation price are determined by the Fund Representative, counterparty or exchange (as the case may be) in accordance with the constitutional document of the Fund or prescribed procedures on any Business Day. Accordingly, any price or value quoted by SDIL to you in respect of any CIS Units is not conclusive and is indicative only. You acknowledge and agree that in placing your Order, you are not relying on any such information provided to you by SDIL, and that the applicable issue price or redemption price in relation to your Order may be different from the indicated or quoted prices.
1.12. Any cancellation of any Order by you for the purchase or subscription of CIS Units (save for restricted Funds where cancellations are not allowed) shall be notified in writing to SDIL within seven (7) calendar days (or such other period as may be prescribed by the relevant authority) of the original purchase or subscription Order. All such cancellations shall be subject to Applicable Laws and the terms and conditions of the relevant Fund Representative, counterparty or exchange or Fund (as the case may be). You shall be liable for any and all costs and expenses incurred by SDIL and/or the Custodian or which may be imposed by the relevant Fund Representative, counterparty or exchange or Fund (as the case may be) in relation to any cancellation of CIS Units. You hereby authorise SDIL to deduct all such costs and expenses from such cancellation as may be permitted under Applicable Laws.
1.13. If SDIL determines in its sole and absolute discretion that there is a dispute about an Order, SDIL may take any action which it considers necessary to close any open position that is the subject of the dispute, without any prior notice to you.
1.14. You acknowledge that you are aware of the arrangements in relation to claiming and receiving dividends and other entitlements accruing to you. The declaration of dividend distribution is at the sole discretion of the Fund Representative, counterparty or exchange (as the case may be) and is not guaranteed.
1.15. You agree and acknowledge that you are responsible for fully understanding and complying with the rules and regulations of each exchange or market on which a CIS Unit is entered into by or through SDIL as well as those of any relevant clearing house. A breach of any such rules or regulations may result in disciplinary action or civil liabilities against you. Without limitation to the foregoing, you understand and acknowledge you are prohibited from executing certain transactions on exchanges, including wash trades and pre-arranged trades.
1.16. You shall be responsible for the reporting requirements under the Applicable Laws in respect of the purchase, subscription, sale and/or redemption of any Securities in any corporation including but not limited to your holdings in a corporation as a director and/or substantial shareholder of such corporation.
1.17. CIS Units purchased or subscribed through SDIL must be sold through SDIL. Failure to do so may incur additional transfer fees for you. All CIS Units purchased or subscribed through SDIL will be held in the name of the Custodian.
In the event that your financial adviser ceases to provide financial advisory services to the Customer for any reason whatsoever, SDIL may continue to provide such financial advisory services directly to the Customer.
2. Regular Savings Plan (RSP)
2.1. If the Customer at any time applies for and is accepted by SDIL to use the services that enable the Customer to make regular savings, the Customer will be subject to the terms and conditions under Clause 7.
2.2. The Customer on application for RSP will need to have a minimum initial investment amount or lot size, where applicable, in the nominated Financial Product which is chosen by the Customer from a specified list of Securities provided by SDIL. This minimum initial investment amount or lot size, as applicable, differs from Security to Security. The Customer will subsequently nominate a frequency to invest a minimum investment amount into this nominated Security.
2.3. The Customer acknowledges that SDIL reserves the right to terminate the RSP in any one of the below situations:
2.3.1. When the nominated Security in the RSP has been completely sold off or switch out from the Customer holdings;
2.3.2. When there are 3 consecutive failed transactions; or
2.3.3. When the nominated Security is disabled for purchase, terminated or suspended for trading.
2.4. The Customer has the sole responsibility of having sufficient monies in the bank account to ensure that the RSP transactions are successful and the Customer shall be liable for any losses or damages incurred by SDIL in executing the failed transactions.
2.5. The Customer has the right at any time to terminate the RSP and/or modify the RSP by submitting a form to SDIL.
2.6. Depending on the cycle of the RSP, the instructions will be executed in the next applicable RSP cycle.
3. SDIL's Acting as or Appointment of Custodian
3.1. Without prejudice to Clause 3.3 but subject to compliance with Applicable Laws, SDIL may, when necessary and at its sole and absolute discretion, hold all Financial Products for which you have subscribed or purchased, on behalf of the Customer as bare custodian and not trustee. If so instructed by you, SDIL shall also be entitled to place any sale or redemption monies or other monies parked by you with SDIL in an omnibus account to be held on trust on your behalf. In acting as custodian, SDIL's sole duty shall be to act as bare custodian in respect of the Financial Products and cash and to take such care of such Financial Products and cash as it would in respect of similar properties or assets belonging to SDIL. Without prejudice to the preceding, SDIL shall be under no responsibility or obligation to take any action or notify you in respect of any Financial Products and cash unless otherwise instructed by you. SDIL shall have no responsibility or duty to you to investigate, participate in or take any action whatsoever concerning proxies received, attendance at meetings and voting therein.
3.2. SDIL will claim all amounts in respect of interest or dividends pertaining to your Financial Products held in custody which are known to SDIL to be payable. Such amounts shall be paid to you (less any applicable Taxes and other charges which are required to be withheld by SDIL and as imposed by the relevant authorities) as and when they are actually received by SDIL. SDIL is not responsible for claiming any other entitlement or benefit that you may have with respect to the relevant Financial Products.
3.3. SDIL is hereby irrevocably authorised by you to appoint a Custodian for any period of time to hold (i) your monies and/or (ii) any and/or all of the Financial Products subscribed for or purchased on your behalf and for purposes as authorised by you. As long as SDIL exercises good faith and uses reasonable care in the selection and continued appointment of the Custodian, SDIL shall have no responsibility for or obligation in respect of the performance by the Custodian of any of the duties delegated to it by SDIL in relation to the Account or any Financial Products held by the Custodian on your behalf. For Financial Products and monies that are held by a Custodian, which is outside of Mauritius, the level of protection and safeguards afforded in the relevant foreign jurisdiction may not be the same as in Mauritius, and there may be material differences between these regimes. In some instances, your monies or Financial Products may be passed to other entities along a holding chain, such that the manner in which the your monies or Financial Products are held by the different entities may also be different. In a holding chain, there may be risk that you may incur delay in the recovery process or may not be able to fully recover your monies or Financial Products if the other entities in the holding chain were to fail, wind up or enter into liquidation. In addition, where your monies and Financial Products are held in an omnibus account, these monies and Financial Products are commingled with those of other customers in the same account, and you may be further exposed to losses of other customers. Any action that may be taken by you to enforce your rights, in relation to your Financial Products held under the Custodian's name, shall be directed at the Custodian. SDIL shall not be liable for any Loss suffered or incurred by you arising from the insolvency of the Custodian or any act or omission of the Custodian.
3.4. Where custody services are provided by SDIL or the Custodian, you shall pay to SDIL or the Custodian such fees and other costs, charges and expenses as may be imposed by SDIL or the Custodian in each of their sole and absolute discretion from time to time in respect of these services. You hereby authorise SDIL to debit the Account for all such fees, costs, charges and expenses. You acknowledges and consent that any of your Financial Products and monies held with SDIL or the Custodian may be held together with that for other customers on an aggregate or omnibus basis (where not prohibited by law). You understand that Financial Products and monies held on an aggregate or omnibus basis may not be specifically identifiable by separate certificates, other physical documents or equivalent electronic records and that you shall not have any right to any specific Financial Products or monies held by SDIL or the Custodian but shall be entitled, subject to the provisions of this Agreement, to delivery by SDIL or the Custodian of Financial Products of the same class, denomination and nominal amount and which rank pari passu with those accepted and held by SDIL or the Custodian for you, subject always to any corporate actions (mergers or sub-divisions, capital re-organisation, etc) which may have occurred. SDIL shall keep and maintain records of the respective customer's interest in any Financial Products and monies which have been held on an aggregate or omnibus basis. This clause is without prejudice to the holding of Financial Products by SDIL as bare custodian.
3.5. You acknowledge that as a general rule, excess monies (unless refunded to you), will be commingled with excess monies from other customers of SDIL in an omnibus trust account and that administratively, it would not be practical or feasible and is economically counter-productive to attempt to allocate the respective interest entitlement (if the trust account is interest-bearing) on an individual basis in view of the constant fluctuations in the value of the collective monies in such trust account. You agree to waive and relinquish in favour of SDIL any and all entitlements to interest accruing to your share of monies in such trust account. Where SDIL utilises a bank to deposit your monies, SDIL's sole responsibility to you as regards the utilisation of such bank shall be to exercise reasonable care in the selection of such bank. You shall not hold SDIL liable for any wilful action or omission, default, fraud or negligence by that bank.
3.6. You acknowledge that your Financial Products may be commingled collectively with Financial Products of other customers of SDIL and your entitlements may not be identifiable by separate certificates or records. Where as a result of such commingling and aggregation of the Financial Products of all of SDIL's customers (including you), certain entitlements to dividends, interest and other monies are payable in respect of the said Financial Products, the Custodian has full discretion as to the allotment or distribution of such entitlements as amongst its customers.
3.7. Nothing herein shall prevent SDIL or the Custodian from becoming the owner of the your Financial Products holding, disposing or otherwise dealing with the same, with the same rights which SDIL or the Custodian would have had services not been provided herein. SDIL may buy, hold and deal in any Financial Products on its own account notwithstanding that such Financial Products or similar Financial Products may be held by or for the customer's Account.
4. Fund Mall Account
4.1. Your investments under these Fund Mall Terms shall be transacted through a Fund Mall Account.
4.2. Unless otherwise instructed by you, SDIL has the discretion to use the Fund Mall Account to:
4.2.1. park the sale or redemption proceeds and distribution income (including but is not limited to dividends and coupon proceeds) from your investments;
4.2.2. pay the Loss and any other fees and charges imposed by SDIL from time to time with the available funds in the Fund Mall Account; and
4.2.3. park any other of your monies, including but is not limited to, your stale or invalid cheques.
4.3. Where there are insufficient monies in the Fund Mall Account to make the required payments in Clause 4.2.2, SDIL shall sell or redeem from any of the CIS Units you have invested to pay the outstanding amount.
4.4. You acknowledge that the monies in the Fund Mall Account would be parked by SDIL into interest-bearing bank accounts in Mauritius or elsewhere. You agree to waive and relinquish in favour of SDIL a certain percentage, as determined by SDIL from time to time, of your entitlements to interest accruing to your share of monies in the Fund Mall Account being administrative fee payable to SDIL. The interest is computed daily and credited at the end of every calendar quarter into your Fund Mall Account. You acknowledge that monies parked outside Mauritius will be subject to regulations of the foreign jurisdiction and may not be subject to the same protection as that conferred on monies parked in Mauritius.
4.5. SDIL reserves the right to impose minimum values for monies parked in the Fund Mall Account or withdrawals from the Cash Account.
4.6. SDIL reserves the right to return the balance monies in the Fund Mall Account to you at any time as determined by SDIL, including but is not limited to, if the balance monies fall below a minimum value to be determined by SDIL.
5. Representations and Warranties
5.1. In addition to the representations and warranties made in Clause 31 of Section 1 General Terms and Conditions, you hereby represent and warrant and covenant and agree with SDIL in relation to the Fund Mall Terms that:
5.1.1. you have read or will obtain from either SDIL or the Fund Representative, counterparty or exchange (as the case may be), the most up-to-date versions of the offering documents or any materials supplied by the relevant Fund Representative, counterparty or exchange (as the case may be) that might exist on the date of the Transaction and the date of the Order given by the Customer to SDIL prior to placing any Order with SDIL to subscribe for, and/or purchase the, CIS Units;
5.1.2. any dealings or investments in the Fund Mall Account relating to any CIS Unit is solely and exclusively made by you, based on your own judgment and after your own independent appraisal and investigation into the risks associated with such dealings or investments.
6. Risk of Loss and Indemnification
6.1. All transactions effected for your Fund Mall Accounts and all fluctuations in the market prices of the CIS Units carried in your Fund Mall Accounts are at your sole risk. You shall be solely liable under all circumstances for any and all losses arising from such Transactions. By entering into the Fund Mall Terms, you represent and warrant that you are willing and financially able to sustain any losses resulting therefrom, and your unconditional obligation to pay SDIL the amount of any such losses.
6.2. Neither SDIL nor any of its Intermediaries are responsible for the obligations of the Persons with whom your Transactions are effected, nor are any of them responsible for any delays in transmission, delivery, or execution of your Orders due to malfunctions of communications facilities or other causes.
6.3. Neither SDIL nor any of its Intermediaries shall be liable to you for the loss of any margin deposits which is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any exchange, clearing house, bank, clearing firm, executing broker, or similar entity. You agree to hold harmless and indemnify SDIL and its Intermediaries or their respective officers, employees, agents or representatives from any Liabilities, cost, or expense (including legal fees and expenses and any fines or penalties imposed by any governmental or regulatory agency, self-regulatory body) which they may incur or be subject to with respect to your Fund Mall Account or any Transaction or position therein or your obligations under Fund Mall Terms.
6.4. You affirm that you are able to assume the financial risks of CIS Units trading and that CIS Units trading meets your financial objectives. You agree to notify SDIL if there is any material change in your financial condition or objectives.
6.5. You understand that SDIL has not undertaken and will not undertake an independent evaluation of whether trading in CIS Units generally or any specific Transaction in CIS Units entered into by you is appropriate, and you undertake, represent and warrant to SDIL that you have made such evaluations independently and SDIL is relying solely on your representations in this regard.
6.6. You further agree, accept and understand all implications under Applicable Laws (including but not limited to Mauritius law as a consequence of trading with SDIL and on foreign exchanges. You also consent to and acknowledge that there are exchange rate risks in respect of Transactions denominated in a foreign currency, and you represent and warrant that you are able and willing to take such country and currency risks.
6.7. You acknowledge and agree that in the event that SDIL is held liable for any payments that may result from any Transactions or any other shortfall on your Fund Mall Accounts, or if SDIL makes any payment on your behalf (even though it is not obliged to do so, and whether under an agreement between SDIL and any Intermediary or otherwise in respect of your obligations), you will be responsible for any such payments and will hold harmless and indemnify SDIL for all such costs, losses, or liabilities incurred by SDIL respectively.
6.8. SDIL shall bear no liability or responsibility whatsoever to you for any error, misstatement or omission in any prospectus, offering document, report or any other material prepared by or issued by any Fund Representative, counterparty or exchange (as the case may be), or wilful action or omission, default, fraud or negligence by the Fund Representative, counterparty or exchange (as the case may be). SDIL undertakes no liability with regards to the performance of the obligations represented by the Fund Representative, counterparty or exchange (as the case may be). You acknowledge that SDIL is assisting you to purchase the CIS Units from such Fund Representative, counterparty or exchange (as the case may be) and SDIL not act as agent on behalf of the Fund Representative, counterparty or exchange (as the case may be).
6.9. If you sell or redeem the CIS Units before the maturity date (if applicable), you may not receive the benefit of the capital protection, the capital guarantee or the additional minimum return (if applicable).
6.10. In addition to the above, your acknowledgement and acceptance of the Risk Disclosure Statement shall be a condition precedent to SDIL's performance of its obligations in relation to the Account.
SECTION 6 - ADDITIONAL TERMS FOR FRACTIONAL SHARES TRADING
This Section 6 Additional Terms for Fractional Shares Trading sets out the terms that apply to all Accounts and your Transactions and Services relating to fractional shares trading ("Fractional Shares Terms"). In the event of any conflict or inconsistency between Section 1 General Terms and Conditions and the Fractional Shares Terms, the provisions of the Fractional Shares Terms shall prevail with respect to or in connection with any Transactions in relation to this Section 6.
1. Fractional Shares Trading Services
1.1. SDIL may, in respect of certain shares in certain markets, at its discretion accept and execute Orders for Transactions to buy or sell a fraction of such shares. The shares for which SDIL will provide the fractional shares trading services will be determined by SDIL at its discretion.
1.2. You will not be able to transfer any fractional shares that are held in your Account with us to another account you hold with any other custodian or bank. In the event you decide to close your Account with SDIL, your fractional shares will have to be sold through SDIL.
1.3. You will be entitled to receive dividends in relation to any fractional shares held in your Account with us.
1.4. Notwithstanding Clause 24 of Section 1 General Terms and Conditions or any other clause in Section 1, in relation to any fractional shares held in your Account with us, you will not be entitled to exercise any rights or powers (e.g. voting rights or election rights in relation to corporate actions) arising from ownership of the fractional shares, and you will not receive any notices or communications or any shareholder documentation of any nature, in relation to such fractional shares.
2. Execution of Orders for Fractional Shares
2.1. Although the shares for which SDIL will provide the fractional shares trading services may be listed or primarily traded on a particular exchange or marketplace, SDIL will not route such an Order for fractional shares for execution on the exchange or marketplace where the shares are listed or primarily traded. Instead, SDIL will place the Order with an Executing Broker who will arrange for execution of the Order in another marketplace or in an over the counter transaction and the seller or buyer of the fractional shares may be an affiliate of the Executing Broker or the Executing Broker itself.
2.2. The prices that are displayed in respect of shares in the Electronic Trading System are for whole shares and not fractional shares. You acknowledge that the market for fractional shares is significantly less liquid than the market for whole shares, and the price at which an Order for fractional shares is executed may be materially different from the prevailing prices for the shares that are displayed on the Electronic Trading Service.
2.3. Where you place an Order for a quantity of shares that includes at least one whole share and a fractional share, you will be deemed to have placed an Order for the whole share(s) and a separate Order for the fractional shares. You acknowledge that the two Orders may be executed separately (at a different time and at different prices) or one may be executed while the other is not.
2.4. The types of Orders that SDIL will accept, and the trading hours in which such Orders may be placed or executed, in respect of fractional shares may be different from Orders in respect of whole shares.
3. Custody of Fractional Shares
3.1. You acknowledge and agree that any fractional shares that are purchased through SDIL will be held by us in your Account as custodian through a sub-custodian or nominee in accordance with Clause 21 of Section 1 General Terms and Conditions.
SECTION 7 - ADDITIONAL TERMS FOR CFDS TRADING
This Section 7 Additional Terms for CFDs Trading sets out the terms that apply to all Accounts and your Transactions and Services relating to Contracts for Differences (“CFDs”) trading ("CFD Terms"). In the event of any conflict or inconsistency between Section 1 General Terms and Conditions and the CFD Terms, the provisions of the CFD Terms shall prevail with respect to or in connection with any Transactions in relation to this Section 7.
1. CFD Trades
1.1. A CFD Trade is a cash-settled contract which seeks to track an investment in the relevant underlying asset without the usual costs and rights associated with an investment in that underlying asset. However, other costs and rights will apply to a CFD Trade. A CFD Trade will not entitle you or us to any rights in relation to the underlying asset of that CFD Trade.
2. The Product
2.1. You will be able to access relevant information on each Product, through the Electronic Trading System.
2.2. You acknowledge that all CFD transactions are effected as between you and SDIL on a principal to principal basis and as such you further acknowledges and accepts the following: (i) you fully aware and accept that SDIL owes it no fiduciary duties or any duty of good faith or reasonable care except as specifically and expressly provided for in these terms; (ii) that SDIL is not acting as fiduciary or adviser to you; and (iii) you will effect your own due diligence and will ensure that in each case a CFD transaction is suitable for you before you enter into or offers to enter into the same, you are fully aware that it is entering into the transaction on a strictly buyer beware basis.
2.3. Notwithstanding that trading in CFDs does not give rise to you having any proprietary rights to the underlying financial instrument, you acknowledge that you may, in certain circumstances (for example but not limited to under the provisions of the Code of Takeovers and Mergers), have disclosure or other obligations as if you had effected a transaction to buy or sell the underlying financial instrument.
2.4. You acknowledge that you are acting for your own account and will make your own independent decisions about whether (a) to enter into any proposed CFD transaction; and (b) whether the CFD transactions and/or any proposed CFD transaction is appropriate or proper for you based on your own judgment and upon advice from such legal, tax, regulatory, accounting and/or other advisers as you deem necessary and appropriate.
2.5. Although SDIL will, in its absolute discretion in good faith, provide you with information on actual and potential CFD transactions, it is your responsibility to ask SDIL for any explanations that you may require in order for you to assess the risks attached to any such transaction and its suitability for you.
2.6. You acknowledge that information and explanations related to the terms and conditions of any CFD transaction shall not be considered investment advice or a recommendation to enter into any CFD transaction.
2.7. You have not and shall not rely on any communication (written or oral) from SDIL as legal, tax, regulatory or accounting advice, nor (except as provided for under the next sub-section below) as investment or financial or other advice.
2.8. SDIL is not giving the Customer advice on the merits of any CFD transaction or any particular.
2.9. No communication (written or oral) received from SDIL, whether before a CFD transaction is entered into or before it is terminated or expires, shall be deemed to be an assurance, guarantee or opinion as to the anticipated results of any CFD transaction.
3. Procedures Regarding Acceptance of Customer's Orders
3.1. Nothing in this CFD Terms obliges SDIL to enter into any CFD transaction with or to act on any order of the Customer, and SDIL may refuse to enter into any contract or otherwise act on any order without giving any reason. The Customer further acknowledges that SDIL may elect not to enter into any CFD transaction with the Customer until we are satisfied that we can hedge our exposure.
3.2. In the event that SDIL decides to act on any order or is otherwise under an obligation to act on any order, SDIL shall be allowed such amount of time to review the order as may be reasonable before acting on it, having regard to the systems and operations of SDIL and the other circumstances then prevailing. This review may cause delays in the processing of the order and the Customer may receive an order execution based on the price of the underlying financial instrument existing in the marketplace at the time of execution (being such time as SDIL agrees to accept and actually accepts the Customer's order). The price may be different from the price at which the underlying financial instrument was trading when the Customer's order was received. SDIL shall not be liable for any loss arising from any delay on the part of SDIL in accepting the Customer's order.
3.3. Unless otherwise stipulated, all orders are 'Good Till Cancelled' (“GTC”) orders, which are valid until they are cancelled by the Customer. Should the price of a GTC order be too far away from the then prevailing market price of the underlying financial instrument, SDIL reserves the right not to accept the order. It is the Customer's responsibility to keep track of GTC orders.
3.4. Without prejudice to SDIL's general discretion to decline a Customer's order, SDIL further reserves the right at our sole discretion, in periods of extreme market volatility and heavy trading volume, to limit and restrict the types of orders it will consider accepting from the Customer. Under certain circumstances, SDIL may also decline to consider or accept orders. Furthermore, SDIL retains the right at our sole discretion and without prior notice, to prioritise the consideration of customer orders (including the Customer's orders) such that orders based on the market price of the underlying financial instrument may have higher priority for SDIL's consideration over those based on limit prices. SDIL shall bear no liability whatsoever for failing to consider or accept any order of the Customer or for exercising or failing to exercise any discretion, power or authority conferred upon SDIL by this agreement.
4. Pricing
4.1. SDIL will quote prices at which we may be prepared to deal in CFDs with the Customer and may, in our absolute discretion, quote different prices and charge commission and other charges at different rates to different customers. Upon the Customer's request, SDIL may quote a higher or lower figure for each transaction as compared to then prevailing market prices for the underlying financial instruments.
4.2. SDIL may, at our discretion, also notify the Customer of certain instruments in respect of which SDIL will not quote, restrictions on the amount for which SDIL will quote, or other conditions that may apply to SDIL's quote, but any such notification will not be binding on SDIL.
4.3. For avoidance of doubt, you acknowledged that SDIL's quotes are all in the nature of "invitations to treat" and not offers. As such, you further acknowledge that none of such quotes may be accepted by you and thereby conclude a CFD transaction between you and SDIL. Your giving of orders based on such quotes shall be the relevant offers open for acceptance by SDIL and thereby concluding a CFD transaction.
4.4. Despite the preceding, you acknowledge that it is possible that errors may occur in the prices of contracts quoted by SDIL which may be due to errors in the prices of the underlying financial instruments and which errors are carried over into the orders given by you. In such circumstances, without prejudice to any rights it may have under statute or common law, neither party will be bound by any contract which purports to have been made (whether or not confirmed by SDIL) at a price which was, or ought reasonably to have been known to either party to be materially incorrect at the time of the contract. The party asserting that the contract is avoided under this clause shall give notice to the other within seven (7) calendar days of the contract. If you give notice to SDIL under this clause, SDIL shall determine, acting reasonably, whether the price quoted was materially incorrect. Except in the case of fraud, SDIL does not accept any liability for any loss or damage suffered by you as a result of your reliance on a price which you knew, or ought reasonably to have known, to be materially incorrect.
5. Adjustments and Corporate Actions
5.1. SDIL hereunder or otherwise at law, if the underlying financial instrument of the CFD transaction effected by the Customer or its traded price becomes subject to possible adjustments as a result of:
(a) a subdivision, consolidation or reclassification of shares, or a free distribution of shares to existing holders by way of bonus, capitalisation or similar issue;
(b) a distribution to existing holders of the underlying security of additional shares, other share capital or securities granting the right to payment of dividends and/or proceeds of liquidation of the issuer;
(c) a distribution to existing holders of the underlying shares, or securities, rights or warrants granting the right to a distribution of shares or to purchase, subscribe, or receive shares; or
(d) any event in respect of the shares analogous to any of the foregoing events or otherwise having a dilutive or concentrative effect on the market value of the shares,
SDIL may determine the appropriate consequential adjustment, if any, to be made to the contract value of that CFD and/or the related contract quantity to account for the dilutive or concentrative effect necessary to preserve the economic equivalent prior to that event, to be effective as of the date determined by SDIL and such determination shall be conclusive and binding on the Customer. Notwithstanding the foregoing, SDIL reserves the right to close all open positions relating to the underlying security before the occurrence of the abovementioned adjustments.
6. Account adjustment for dividends
6.1. Without prejudice to the provisions of section 5 of this CFD terms, an adjustment to the Customer's Account shall be made by SDIL with reference to any dividend attributable to the underlying security of any CFD, or in the case of an applicable index CFD the dividend attributable to the component security of the index, and shall be made as follows:
(a) where the Customer holds a long position, SDIL shall adjust the account in favour of the Customer by the dividend (net of relevant taxes) per share, or pro-rated in the case of an index CFD, multiplied by the contract quantity; and
(b) where the Customer holds a short position, SDIL shall adjust the account in favour of SDIL by the gross dividend per share, or pro-rated in the case of an index CFD, multiplied by the contract quantity.
7. Market disruption, suspension of trading, delisting of underlying financial instrument
7.1. On the occurrence of any one, some or all of the following circumstances or events:
(a) if the underlying security on which the Customer is trading is the subject of a take-over offer or merger offer or the issuer of such equity has entered into or is the subject of insolvency or liquidation proceedings; or
(b) if the underlying financial instrument on which the Customer is trading is suspended or delisted from trading; or
(c) any event which disrupts the market, including the suspension of or limitation of trading by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise howsoever and which is, in the sole determination of SDIL, material; or
(d) any breakdown or failure of transmission, communication or computer facilities, interruption of power supply or electronic or communications equipment failure; or
SDIL may in our absolute discretion with or without notice to the Customer (and without prejudice to any other rights or remedies we may otherwise have under this CFD Terms or at law) take any or all of the following actions:
(a) close any or all open positions, refuse any trades, cancel any orders and fill any orders in each case at such level as SDIL may consider in good faith to be appropriate in all the circumstances;
(b) require open long positions to be settled in full from the date of suspension or such date(s) which SDIL shall determine;
(c) impose mandatory maintenance margin requirements on open short positions based on the last done market price of the underlying financial instrument prior to suspension (or on such date(s) which SDIL shall determine);
(d) close or terminate the CFD position if the underlying security is delisted or suspended for an unduly long period of time and cash-settle the contract at such price(s) which SDIL shall determine;
(e) suspend or modify the application of any of the terms of this CFD Terms to the extent that it is impossible or not reasonably practicable to comply with them; or
(f) take all such other actions as SDIL deems appropriate in the circumstances.
7.2. In the absence of fraud or bad faith, SDIL shall not be liable to the Customer for any loss, cost, claim, damage, demand or expense of whatever nature the Customer may suffer or incur in connection with and howsoever arising from the actions taken by SDIL.
8. Liquidation of Positions
8.1. If your CFD Account is under-margined or if SDIL, in its discretion, determines that it has reasonable doubts with respect to your willingness or ability to fulfill your obligations hereunder (which includes but is not limited to your perceived death, disability, insolvency, or SDIL's inability to communicate at any time with you), SDIL may in its discretion and without prior notice to you offset any of your open CFD positions so as to eliminate such margin deficiency or the aforementioned doubts, and you shall remain liable to SDIL for any loss or Debit Balance that results therefrom, without regard to any other term of the CFD Terms. This right to offset includes the right, if deemed appropriate in the exercise of SDIL's discretion, to buy and/or sell any CFDs or other property, in order to effectuate such liquidation. You agree that a prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of SDIL's right to sell or buy without demand or notices herein provided.
8.2. SDIL may issue a Margin Call to you by email or any other method, and in such cases you must satisfy such Margin Call immediately within one hour or less. Notwithstanding such Margin Call, you acknowledge that SDIL, in its discretion may liquidate your positions any time. You understand and accept that any Margin Call given by SDIL shall not be considered a waiver of SDIL's rights under this CFD Terms and you shall remain liable for and shall pay to SDIL immediately any amount owed to SDIL in any of your CFDs Accounts resulting from any Transactions.
8.3. You further acknowledge and agree that if Margin Requirements are increased by SDIL and there is insufficient Collateral in your CFD Account(s) to meet such increased Margin Requirements, SDIL may liquidate your position in any of your Account(s) without notice, and shall not be liable to you for any Losses or damages sustained by you in connection with such liquidations, or if the System experiences a delay in effecting, or does not effect, such liquidations, even if you subsequently re-establish your position at a less favorable price.