Client Account Agreement
The present agreement on the customer to confirm the registration come into effect, GS Group Investment Limited(hereinafter called "the Company") whose registered office is situated at 3102B Great North Road
New Lynn Auckland New Zealand of the one part and the party whose name, address and description are set out in the
Schedule hereto (which the context permits is hereinafter collectively called the "Client") of the other part.。
WHEREAS:
1. The Client is desirous of opening one or more accounts with the Company as the Client may decide from time to time for
the dealing in Metals of all kinds and forms and leveraged foreign exchange trading and
2. The Company agrees that it will from time to time at the request of the Client and at its sole discretion allow the Client to
open one or more accounts with it and accept and maintain such account(s) to be designated by name(s), number(s) or
otherwise, and will act directly or indirectly for the Client in dealing in Metals and leveraged foreign exchange trading as
principal, upon the terms and conditions hereinafter appearing.:
NOW IT IS HEREBY AGREED as follows:
1. (a)This agreement sets out the terms and condit ions to which the Client is subject upon the Client
opening an account or accounts with the Company for trading Metals and leveraged foreign exchange trading.
(b) The following words and phrases used in this Agreement have the following meanings :
"Access Codes" means the password and the user code used to access the Service;
"associated company" means the ultimate holding company of the Company and each and every subsidiary of such
holding company in any parts of the world.
"Client" wherever used shall in the case where the client (s) is/are individual(s) include the client (s) and his/their
respective executors and administrators and in the case where the client is a sole proprietorship firm include the sole
proprietor and his executors and administrators and his or their successors in the business and in the case of a
partnership firm include the partners who are the partners of the firm at the time when the client's said account or
accounts are being maintained and their respective executors and administrators and any other person or persons
who shall at any time hereafter be or have been a partner of and in the firm and his or their respective executors and
administrators and the successors to such partnership business and where the clients is a corporation include such
corporation and its successors.
"the Company" means such of the Company as the Client may from time to time open or maintain account(s) with,
and its successors in title and assignees.
"Initial Margin" means the minimum amount, as may from time to time be prescribed by the Company, required to be
deposited by the Client with the Company at the time of or before each trading order is placed by the Client.
“Leveraged foreign exchange trading” means entering into foreign exchange contracts without delivery of any
principal amounts of the contracts but only the differences between the contracts with margin deposit.
"Maintenance Margin" means the minimum balance, as may from time to time be prescribed by the Company, which
must be maintained for each contract by the Client subsequent to the deposit of the Initial Margin.
“Margin” means Initial Margin and (or Maintenance Margin).
"Metals” means precious and non-precious metal in such form as the Company and the Client on which may agree to
effect a transaction.
"Service" means any service provided by the Company to the Client under this agreement, including but not limited to
the use of the Web Facility;
"In writing" or "written" includes handwriting, printing, telegraph, telex, fax, the Web Facility, electronic mail and any
other means capable of reproducing information in a visible form;
"the Web Facility" means the electronic trading facility of the Company to provide the Service, the information
contained therein and the software comprised in them.
(c) The singular includes the plural and vice versa and words importing a gender include other genders.
2. The Client shall on demand pay the Company commissions on dealing in Metals and leveraged foreign exchange trading
for the Client's account at such rate as the Company may from time to time have notified the Client or otherwise prescribed
by the Company as being the rate or rates applicable to the Client's account.
3. (a) An Initial Margin deposit shall be required of the Client prior to all trading orders with the Company. The Client shall
deposit an Initial Margin with the Company as required by the Company from time to time for all trading transactions
in order to secure the due and punctual performance of his contractual commitments. For as long as the Client's
account shows an open position, the Client shall maintain the Maintenance Margin in the Client's account at all times.
If the Maintenance Margin is impaired, the Initial Margin amount shall be restored by the Client by depositing an
additional sum immediately failing which the Company will have an absolute discretion to effect such act or acts
(including but not limited to closing out all or some of the contracts transacted with or undertaken on behalf of the
Client) as it deems fit to protect its interest. In such circumstances where the Client holds open positions taken out at
different times the Company shall have the right to choose which positions should be liquidated and in which order.
Such act or acts will be binding upon the Client as if proper instructions to effect the same had been duly given to the
Company by the Client. The Client irrevocably accepts that in carrying out such act or acts aforesaid, the Company
owes no duty or obligation of whatever nature to the Client to minimize or eliminate his loss. The Client shall be liable
for any debit balance in any Client's account resulting from losses and any costs and expenses (including but not
limited to legal costs) incurred by the Company, on a full indemnity basis, related to liquidating transactions initiated
by the Company and/or arising from the Clients' failure to provide cash, securities and/or other collateral as margin
deposit.
(b) If the Client holds any open position, the Client must be alert to any market fluctuation and ensure to keep sufficient
Maintenance Margin. If there is insufficient Maintenance Margin, the Company shall try its best endeavours to notify
(but without the responsibility to do so) the Client by mail, phone, facsimile, electronic message, the Web Facility or
other effective communication methods to upkeep the Maintenance Margin. Whether or not the Client receives any
notice from the Company, the Client must upkeep the amount of Maintenance Margin.
(c) The Company may from time to time amend the requirements of Initial Margin or the Maintenance Margin and, once
amended, the Client's open position, both existing and future, must comply with the new requirements. The Client
agrees to maintain such collateral and/or margin as the Company may from time to time in the discretion of the
Company require. The Client also agrees to pay immediately on demand any amount owing with respect to any of the
Client's accounts.
4.The Company shall have the right (i) whenever in the Company 's sole discretion, the Company shall consider it necessary
for the protection of the Company, because of margin requirements or otherwise, or, (ii) in the event that a petition in
bankruptcy, or a petition for the appointment of a receiver, is filed by or against the Client or, (iii) when an attachment is
levied against the account(s) of the Client with the Company, or, (iv) in the event of the death or judicial declaration of
incompetence of the Client, to: (a) satisfy any obligation the Client may have to the Company (either directly or by way of
guaranty or suretyship) out of any property belonging to the Client in the custody or control of the Company, (b) sell any or
all positions long in the Client's account(s), (c) buy any or all positions which may be short in such account(s), and, (d)
cancel any outstanding orders in order to close the account or accounts of the Client, all without demand for margin or
additional margin, notice to the Client, the Client's heirs, executors, administrators, legatees, personal representatives or
assigns, of sale or purchase or other notice or advertisement and whether or not the ownership interest shall be solely the
Client's or jointly with others. Any sale of positions long in any account or purchase of positions short in any account may
be made according to the judgment of the Company and at the discretion of the Company. It is understood that, in all
cases, a prior demand or call, or prior notice of the time of sale or purchase shall not be considered a waiver of the right of
the Company to sell or to buy without demand or notice as herein provided, that the Client shall at all times be liable for the
payment of any debit balance owing in such account(s) with the Company upon demand, and that in all cases, the Client
shall be liable for any deficiency remaining in such account(s) in the event the liquidation thereof in whole or in part by the
Company or by the Client. Debit balance(s) in such account(s) shall be charged with interest thereon at the rate of 3% per
calendar month and the Client shall promptly settle, upon demand, all liabilities outstanding to the Company, together with
all costs of collection (including reasonable legal fees).
5. Without prejudice and in addition to any general lien, right of set-off or similar right to which the Company may be entitled
by law, all of the Client's interest in any funds, or other property held by the Company for any purpose or carried by the
Company in any account for the Client (either individually or jointly with others) or which may be in the possession of the
Company, or in the possession of any associated company, at any time and for any purpose, including safe-keeping, shall
be subject to a general lien in favour of the Company. The Company shall also have the right to sell such property (and the
Company is authorized to do all such things necessary in connection with such sale) and utilise the proceeds to offset and
discharge all of the obligations of the Client to the Company or to any associated company, regardless of whether any
other person is interested in or the Company has made advances in connection with such property, and irrespective of the
number of accounts the Client may carry with the Company. The Company shall be entitled at any time without notice to
combine and/or consolidate all or any of the Client's accounts with the Company and the associated companies of the Company. In respect of any payment by the Company to offset and discharge any obligation of the Client to any
associated company, the Company shall not be concerned whether or not such obligations exist, provided demand has
been made on the Company by such associated company. Without limiting or modifying the general provisions of
this Client Account Agreement, the Company is hereby specifically authorized to transfer any sums or properties
among the different accounts that the Client held, individually or jointly with others, with the Company and with
any associated companies.
6. (a) The Company shall determine the prices for the purposes of marking to market the Client's open positions from time to
time during the trading hours by reference to the current prices as quoted by a reputable financial information services
organization.
(b) Interest chargeable or payable on the Client's open position by the Company will be determined with reference to the
prevailing market rates.
7. Reports, written confirmations, notices, and any other communications may be transmitted to the Client (who, in the case
of a joint account without nominating a person therefor will be deemed for these purposes to be the Client whose name
first appears in the Schedule hereto) at the address, e-mail address or telephone or facsimile number or telex number
given herein, or the Web Facility, or at such other address, e-mail address or telephone number as the Client hereafter
shall notify the Company in writing or by such means accepted by the Company, and all communications so transmitted,
whether by e-mail, mail, telegraph, telephone, messenger or otherwise, shall be deemed transmitted when e-mailed,
telephoned or when deposited in the mail, or when received by a transmitting agent, whether actually received by the
Client or not.
8. In the event that the Client directs the Company to enter into any contract on an exchange or other markets on which such
transactions are effected in a foreign currency: (a) any profit or loss arising as a result of a fluctuation in the exchange rate
affecting such currency will be entirely for the account and risk of the Client; (b) all initial and subsequent deposits for
margin purposes shall be made in such currency in such amounts as the Company may, in the sole discretion of the
Company, require; and (c) when such a contract is liquidated the Company shall debit or credit the account of the Client in
the currency in which such account is denominated at a rate of exchange (where the relevant contract is denominated in
currency other than that of the account) determined by the Company in the sole discretion of the Company on the basis of
the then prevailing money market rates of exchange between such currencies.
9. The Company may by resolutions of directors amend any of the terms of this agreement by sending a notice in writing to
the Client setting out such amendment which shall be deemed incorporated 7 days from the date of posting such notice to
the Client unless the Client repays all money and discharges all liabilities to the Company within 7 days from the date of
posting such notice.
10. This agreement and its enforcement shall be governed by the Laws of New Zealand and its provisions shall be continuous;
shall cover individually and collectively all accounts which the Client may open or re-open with the Company, and shall
ensure to the benefit of, and bind the Company, the Company 's successors and assigns, whether by merger, consolidation
or otherwise, as well as the heirs, executors, administrators, legatees, successors, personal representatives and assigns of
the Client and the Client hereby submits to the exclusive jurisdiction of the courts of New Zealand.
11.The Company will not be responsible for delays in the transmission of orders due to a breakdown or failure of transmission
of communication facilities, or to any other cause or causes beyond the reasonable control or anticipation of the Company.
12. The Company is hereby authorized to deposit any cash balances in any account(s) of the Client with any such financial
institution as the Company shall think fit (including with any associated company), provided that the terms of such deposit
are no less beneficial than would have been offered by such institution to an unconnected person, and the Company (and
any such associated company) shall be entitled to retain any benefit resulting from such deposit.
13. (a) The Company and its directors, partners or employees may trade on its/their own account.
(b) The Client acknowledges that the Company may take the opposite position to the Client's order, whether on the
Company 's own account or on behalf of other Clients.
(c)The Client authorizes the Company to apply any monies which the Client may pay to the Company, in particular, that
the Company may apply such monies in or towards meeting the Company's obligations to any party insofar as such
obligations arise in connection with or incidental to the business transacted on the Client's behalf.
(d) The Client declares that:
(i)The contents of this agreement have been fully explained to the Client in a language the Client understands and
that the Client agrees with this agreement in forms, language and substance. (ii)The Client is trading on his own account.
(iii)The information contained in the Client Information Statement is true and complete.
(iv)The Client shall notify the Company of any material changes in the information supplied in the Client Information
Statement.
14 . (a) The Company may act on any verbal or written communication which is expressed to come from the Client or his
authorized representative and which is honestly believed by the Company to do so, even if in the case of a telephone
communication it is not followed by written confirmation. The Company is hereby authorized by the Client to tape
record telephone conversations between the Company and the Client for data verification purpose. However, any
facsimile communication must bear a signature or signatures which, in the opinion of the Company correspond to that
of the Client or his authorized representative as shown in the Client's current mandate. In case of electronic trading,
the order must bear the Client's code assigned by the Company.
(b) The Client shall bear all risks arising from any verbal or written communication with the Company, which is discharged
from any responsibility in respect thereof.
(c) The Client agrees to keep the Company and its employees indemnified against any loss whatsoever which it may
suffer as the result of acting on any verbal or written communication which the Company or its employees believes to
have been given by on behalf of the Client and agrees to perform and ratify any contract entered into or action taken
by the Company, as the result of such communications.
(d)However, the Company reserves the right at any time, at its absolute discretion, to refuse to carry out any instruction
given verbally or in writing, even if the employee who received such instruction on behalf of the Company may have
stated its acceptance thereof
(e) Where the Company, on the Client’s oral request, is giving out orally bid and offer prices to the Client, the Client
understands and accepts that when the Client instructs orally the Company to enter into a trade by accepting orally
one of such prices (“the accepted price”), the Client is entering into a trade not at the accepted price, but at a price
determined by the following:
i) Where the accepted price is the bid price, the trade will be entered into at the accepted price less the bid markup
for the Client, as posted on the Web Facility from time to time, and
ii) Where the accepted price is the offer price, the trade will be entered into at the accepted price plus the offer
markup for the Client, as posted on the Web Facility from time to time.
15.The Client hereby authorizes the Company to transfer any funds standing to the Client's credit on any account(s) with the
Company to another account(s) with the Company, or as they shall from time to time direct, so long as the Client shall
continue to have an account with the Company for which purpose the Company from time to time consider necessary or
desirable.
16. (a) The Agreement may be terminated at any time by written notice given by either party to this Agreement provided that
the Client do not have any amount due to the Company with any associated company. Such notice shall not affect any
transaction entered into by the Company on behalf of the Client prior to the Company 's receipt of such written notice
and shall be without prejudice to any of the rights of the Company or the Client prior to such receipt.
(b) Upon the issue of the notice pursuant to (a) above, the Company may terminate the Client's account and liquidate
any positions in the Client's account at market rates and subject to the full payment of all monies owed by the Client
to the Company.
17. The Client authorizes the Company to disclose any information within the Company 's possession concerning the Client or
the Client's accounts:
(a)to any associated company or any person which provides services to the Company;
(b) to any assignee, transferee or successor which this Agreement is novated;
(c) to the extent that such disclosure is required by any laws or regulations or required by any governmental or
regulatory body.
18. The Client acknowledges that the risk of loss in leveraged trading can be substantial and the Client may sustain a loss that
exceeds the Initial Margin. Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily limit
losses to the intended amount, since market conditions may make it impossible to execute such orders. The Client may be
called upon at short notice to deposit additional margin. If the required funds are not provided within the prescribed time,
the Client's position may be liquidated at a loss and the Client will remain liable for any resulting deficit in the Client's
account. The Client should therefore consider carefully whether such trading is suitable in light of the Client's financial
status and investment goals.
19. The Client agrees that he shall be the only authorized user of the Web Facility. The Client shall be wholly and solely
responsible for the confidentiality, security and use of the Access Codes.
20. The Client acknowledges and agrees that he shall be wholly and solely responsible for all instructions entered through the
Web Facility using the Access Codes (whether authorized by him or not, and whether or not the instructions were entered
by the Company or any of its officers or employees at the Client’s express request). Neither the Company nor any of its
officers, employees or agents shall incur any liability for the handling, mishandling or loss of any instruction. The Client shall
indemnify the Company upon demand against any loss, damage, costs, disbursements and liabilities that the Company
may incur or suffer as result of any instructions entered through the Web Facility.
21. The Client further acknowledges and agrees that, as a condition of using the Web Facility to give instructions, the Client
shall immediately notify the Company if:
(a) an instruction has been placed through the Web Facility and he has not received an accurate written
acknowledgement;
(b) he has received a written acknowledgement of a transaction which he did not instruct or any similar conflict;
(c) he becomes aware of any unauthorized use of his Access Codes; or
(d) he has difficulties with regard to the use of the Web Facility.
22. The Client agrees to pay any fees that the Company may charge him for the Web Facility.
23. The Client expressly agrees that the Company may communicate with or give notice to the Client through the Web Facility
and that any such notice or communication shall be deemed to have been received by the Client at the time of transmission
by the Company. Without limiting the generality of the foregoing, the Client hereby consents to the Company making the
Client’s account information and trade confirmations, including without limitation, contract notes and statements of account,
available on the Web Facility in lieu of having such information delivered to the Client via mail or email.
24. The Client acknowledges and agrees that the Company may treat the Client’s electronic communications to the same
extent the Company may treat other information about him or relating to his account as provided elsewhere in this
agreement.
25. The Client understands and accepts that the Company may at any time in its sole and absolute discretion and without prior
notice to the Client, suspend, prohibit, restrict or terminate the Client’s access to the Web Facility. The closing of the
Client’s account by the Company will not affect the rights and/or obligations of either party incurred prior to the date the
account is closed.
26. The Company may refuse to accept and/or carry out any instruction, without being obligated to give any reasons for such
refusal, including but not limited to the following:
(a) The instruction does not comply with the limitations and requirements specified by the Company and notified to the
Client from time to time;
(b)The price quoted to the Client shall have expired or has been withdrawn;
(c) The terms of the instruction cannot be determined with certainty by the Company; and/or
(d)There is lack of sufficient funds in the Client’s account to settle the transaction.
27. The Company shall not be deemed to have received the Client’s instruction unless and until the Client is in receipt of the
Company’s acknowledgement.
28. The Client agrees to review every instruction before entering it into the Web Facility as it may not be possible to cancel his
instruction once given. The Client may request in writing to cancel or amend his instruction but the Company is not
obligated to accept any such request. The Client acknowledges that an instruction may be cancelled or amended only
before execution.
29. Where an instruction is received through the Web Facility from the Client,
(a)the Company shall execute such instruction at the price quoted in the Web Facility at the exact point in time that such
instruction is received by the Company; or
(b)where the Client has specified a price, the Company shall execute such instruction immediately once the price quoted in the Web Facility has reached or passed the specified price, and the execution price will be the price quoted in the
Web Facility at that exact point in time, which may not be identical to or may be worse than the specified price.
30. An order attached to an open position remains in effect until the position is liquidated (in which case the order shall
immediately be deemed to be cancelled by the Client) or the Client cancels the order.
31. The Client acknowledges and agrees that the Company is the owner of the Web Facility. The Client shall not attempt to
tamper with, modify, dissemble, reverse engineer, damage, destroy or otherwise alter in any way or sub-license, and shall
not attempt to gain unauthorized access to, the Web Facility or use the Web Facility in any way other than as Web Facility.
The Client undertakes to notify the Company immediately if he becomes aware that any of the actions described above in
this paragraph is being perpetrated by any other person.
32.The Client agrees that he shall not assign, transfer or sub-license all or any part of his rights under the provisions of this
agreement.
33.The Client shall allow the Company or any person authorized by the Company in writing to, upon receiving its written
request, inspect promptly thereafter the premises and records of the Client for any lawful purpose in connection with the
provisions of this agreement including but not limited to the purpose of satisfying itself that the Client is not using the Web
Facility contrary to any provision contained herein.
34. The Client acknowledges and agrees that the Web Facility is provided to him on an “as is” basis and that the use of the
Web Facility is at his sole risk. The Client accepts that the Company does not make any warranty of any kind whatsoever
relating to the Web Facility (including any information furnished through the Web Facility and whether prices contained
therein are reflective of the markets generally), express or implied, including without limitation, non-infringement of third
party rights or merchantability or fitness for any particular purpose or use.
35. The Client understands that the Company does not guarantee the timeliness, sequence, accuracy, continuity, promptness
or completeness of the information in the Web Facility and no recommendation or endorsement from the Company shall be
inferred from the information provided therein.
36.The Client agrees that the Company and any of its officers, employees, agents shall not be liable for any loss or have any
responsibility:
(a)for damages of any kind, whether direct, indirect, special, consequential or incidental, resulting from access or use of,
or inability to access or use of, the Service, including without limitation damage resulting from the act, omission,
mistake, delay or interruption of the Web Facility, even if the Company, its officers, employees, agents have been
advised of the possibility of such damages or losses; or
(b) or damages resulting from a cause over which the Company, its officers, employees and agents do not have control,
including but not limited to any government restriction, suspension of trading, failure of electronic or mechanical
equipment or communication lines, telephone or other interconnection problems, incompatibility of computer hardware
or software, failure or unavailability of access to the Web Facility, problems with other equipment or services relating to
the Client’s computer, power failure, problems with data transmission facilities, unauthorized access, theft, fire, war,
strikes, civil disorder, acts or threatened acts of terrorism, natural disasters or labour disputes.
37. The Client agrees to defend, indemnify and hold the Company, its officers, employees and agents harmless from and
against any and all claims, losses, liability, costs and expenses arising out of or in connection with the Client’s use of the
Service, including but not limited to his violation of this agreement. This obligation will survive the termination of this
agreement.
38. The Client acknowledges and accepts that:
(a)access to the Service may be limited or unavailable during periods of peak demand, market volatility, systems
upgrades or maintenance or for other reason;
(b)due to unpredictable traffic congestion and other reasons, electronic transmission may not be a reliable medium of
communication and that such unreliability is beyond the Company’s control;
(c)transactions conducted via electronic means 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;
(d)Instructions may not be executed or may be delayed, so they may be different from the client to give directions to the price movement period of the price of its implementation.
(e)Contact information and personal data may be an unauthorized third party access to the registry.
(f) Customer orders may be no one to carry out verification of the implementation.
39. In the event of any conflict between any provisions of the English version and the Chinese version of this agreement, the
English version prevails.
The present agreement on pre-registered customers to confirm effect, and would like to permit.