GENERAL BUSINESS TERMS

Transcription

1 SAXO CAPITAL MARKETS (AUSTRALIA) PTY LTD GENERAL BUSINESS TERMS SA XO LEGAL SINGAPORE Verson: 16th March 2015 General Busness Terms

2 GENERAL BUSINESS TERMS 1. DEFINITIONS INTERPRETATION OF TERMS 1.1 In these General Busness Terms the followng terms shall, unless the context otherwse requres, have the followng meanngs and may be used n the sngular or plural as approprate: v v Account shall mean a transacton account of a Clent at Saxo Captal Markets; Account Statement shall mean a perodc statement of the transactons credted or debted to an Account; Account Summary shall mean a summary of the Clent s fnancal products portfolo, open postons, margn requrements, cash balance etc. at a specfc pont n tme; Verson: 16th March 2015 General Busness Terms AEST shall mean Australan Eastern Standard Tme; Agent shall mean an ndvdual person or legal entty undertakng a transacton on behalf of another ndvdual person or legal entty but n ther/ts own name; v Assocate means an employee, agent or representatve of Saxo Captal Markets, and ncludes persons employed by the Saxo Bank Group, and other enttes wthn, the Saxo Bank Group; v v x x x x x xv Authorsed Person shall mean a person authorsed by the Clent to gve nstructons to Saxo Captal Markets and dentfed n the applcaton form; Best Executon Polcy shall mean Saxo Captal Markets prevalng polcy regardng best executon when executng Clent orders. The Best Executon Polcy s avalable on Saxo Captal Markets webste at and ncludes executon of Clent orders on the Tradng Platform; Busness Day shall mean any day on whch banks are open for busness n Sydney, excludng Saturdays and Sundays; Cash means the cash-balance on the Clent s Account(s) from tme to tme; CFD Contract or CFD shall mean a contract whch s a contract for dfference by reference to fluctuatons n the prce of the relevant securty or ndex; Clent shall mean the ndvdual person, legal entty or frm who has an Account wth Saxo Captal Markets; Collateral shall mean any Cash, the Clent s benefcal nterest n any such Cash held by Saxo Captal Markets as clent money; Commssons, Charges & Margn Schedule shall mean the schedule of commssons, charges, margn, nterest and other rates whch at any tme may be applcable to the Servces as determned by Saxo Captal Markets from tme to tme. The Commssons, Charges & Margn Schedule s avalable on Saxo Captal Markets webste at au and may be suppled to the Clent on demand; xv xv xv xv xx xx Conflct of Interest Polcy shall mean Saxo Captal Markets prevalng polcy regardng conflcts of nterest whch s avalable at our webste at www. saxomarkets.com.au; Contract shall mean any contract, whether oral or wrtten, entered nto by Saxo Captal Markets wth the Clent under these Terms; CFD shall mean contract for dfference; Contract Opton shall mean a contract between Saxo Captal Markets and a Clent, the terms of whch correspond n all respects to the terms of an opton, whch s quoted, lsted or ordnarly purchased or sold on and cleared through a regulated market place or another market; Counterpartes shall mean banks and/or brokers through whom Saxo Captal Markets may cover ts Contracts wth Clents or wth whom Saxo Captal Markets otherwse deals n relaton to Clents transactons; Events of Default shall have the meanng gven to ths term n Clause 19.2; xx Exchange means any exchange, market or assocaton of dealers n any part of the world on whch fnancal products are bought and sold; xx Exchange-traded Fnancal Product means a fnancal product traded on an Exchange; xx xxv xxv xxv xxv FIFO s an abbrevaton of Frst n Frst Out and refers to the fact that n case one or more Contracts wth the same characterstcs shall be closed, Saxo Captal Markets wll close the older Contract frst; Insde Informaton shall mean: (a) nformaton whch s not generally avalable; and (b) f the nformaton were generally avalable, a reasonable person would expect t to have a materal effect on the prce or value of a partcular Exchange-traded Fnancal Product or OTC; Introducng Broker shall mean a fnancal nsttuton or advsor whch s remunerated by Saxo Captal Markets and/or Clents for referral of Clents to Saxo Captal Markets and/or for provson of advce to such Clents and/or executon of such Clents transactons wth Saxo Captal Markets; Law means: (a) any law, regulaton, authorsaton, rulng, judgment, order or decree of any Government agency; and (b) any statute, regulaton, proclamaton, ordnance or by-law n: () () Australa; or any other jursdcton. Loss shall mean expense, cost or lablty. xxv Margn Trade shall mean a Contract opened 1

3 xxx xxx xxx and mantaned based on a margn requrement as opposed to a Contract based on a purchase prce; Market Maker shall mean a professonal partcpant n the fnancal markets who contnuously offers purchase and sale prces for a fnancal nstrument n order to buy and sell respectvely n the event of nterested Clents; Market Rules shall mean the rules, regulatons, customs and practces from tme to tme of any Exchange, clearng house or other organsaton or market nvolved n, or otherwse relevant to, the concluson, executon, terms or settlement of a transacton or Contract and any exercse by any such Exchange, clearng house or other organsaton or market of any power or authorty conferred on t; Net Free Equty s a bass of calculaton of nterest whch s calculated n accordance wth the defnton specfed n the Commssons, Charges & Margn Schedule; 1.3 In the Terms any reference to an person shall nclude bodes corporate, unncorporated assocatons, trusts, partnershps and ndvduals. 1.4 Headngs and notes n the Terms are for reference only and shall not affect the contents and nterpretaton of the Terms. 1.5 In the Terms, any reference to any law, statute or regulaton or enactment shall nclude references to any statutory modfcaton or re-enactment thereof or to any regulaton or order made under such law, statute or enactment (or under such a modfcaton or re-enactment). 2. RISK ACKNOWLEDGEMENT 2.1 The Clent acknowledges that self-drected tradng and nvestment n leveraged as well as nonleveraged Contracts s: hghly speculatve; may nvolve an extreme degree of rsk; and xxx OTC shall mean any Contract whch s not traded on a regulated Exchange but ssued over the counter by Saxo Captal Markets to the Clent; s approprate only for persons who, f they trade on margn, can assume rsk of loss n excess of ther margn requrement. xxx Power of Attorney means a wrtten document between a Clent and a person authorsed to act on behalf of the Clent and provded to Saxo Captal Markets. The Clent may grant ether a full or lmted Power of Attorney; xxxv Prncpal shall mean an ndvdual person or legal entty whch s a party to a transacton; xxxv Saxo Bank Group shall mean all enttes, ncludng headquarters, branches, subsdares, representatve offces and any other enttes, as stated at Saxo Bank s webste at xxxv Saxo Bank shall mean Saxo Bank A/S, CVR no and wth the address of Phlp Heymans Alle 15, DK-2900 Hellerup, Denmark or any branch hereof; xxxv Saxo Captal Markets shall mean Saxo Captal Markets (Australa) Pty Ltd, ABN AFSL No ; xxxx Securty shall mean any securtes or other assets provded to Saxo Captal Markets by the Clent; xxxv Servces shall mean the servces to be provded by Saxo Captal Markets subject to the Terms; xxxv Settlement/Trade Confrmaton shall mean a notfcaton from Saxo Captal Markets to the Clent confrmng the Clent s entry nto a Contract; xxxx Terms shall mean these General Busness Terms governng the Clent relatonshp between the Clent and Saxo Captal Markets; and xl xl Tradng Platform shall mean any onlne tradng platform made avalable by Saxo Captal Markets under the Terms. underlyng asset means the thng whch s used as the bass for the calculatons of prces for a Contract, such as a share, unts n a lsted fund, an Exchangetraded Fnancal Product, a commodty, a share ndex, a futures contract, an opton, another Contract or other tem (or any combnaton of one or more of those); 1.2 If there s any conflct between the Terms and relevant Market Rules, the Market Rules shall preval to the extent of the nconsstency. Verson: 16th March 2015 General Busness Terms 2.2 The Clent acknowledges that: v v v 3. SERVICES because of the low margn normally requred n Margn Trades, prce changes n the underlyng asset may result n sgnfcant losses, whch losses may substantally exceed the Clent s nvestment and margn requrement; when the Clent enters nto any transacton under these Terms, any proft or loss arsng as a result of a fluctuaton n the value of the asset or the underlyng asset wll be entrely for the Clent s Account and rsk; the Clent warrants that the Clent s wllng and able, fnancally and otherwse, to assume the rsk of tradng n speculatve nvestments; to the maxmum extent permtted by law, the Clent agrees not to hold Saxo Captal Markets responsble for losses ncurred by the Clent n usng the Tradng Platform, enterng nto OTC or as a consequence of the Clent followng Saxo Captal Markets recommendatons or suggestons or those of ts employees, assocates or representatves, unless Saxo Captal Markets has exercsed gross neglgence n connecton herewth; unless t s otherwse specfcally agreed, Saxo Captal Markets shall not conduct any contnuous montorng of the transactons entered nto by the Clent. Hence, Saxo Captal Markets s not responsble for the transactons developng dfferently from what the Clent mght have presupposed and/or to the dsadvantage of the Clent; nether Saxo Captal Markets or any other entty wthn the Saxo Bank Group, any Introducng Broker, or representatves of the above or any other entty provdng servces to a Clent Account guarantees the performance and proft of any nvestment or the preventon of loss. 3.1 Subject to the Clent fulfllng ts oblgatons under the Terms, Saxo Captal Markets may enter nto transactons wth the Clent n relaton to the followng nvestments and nstruments: 2

4 v v v futures and CFDs on commodtes, shares, nterest rate and debt nstruments, ndces, foregn exchange and basc and precous metals; spot and forward bullon, currences, and OTC dervatves; shares, bonds and other debt nstruments, ncludng government and publc ssues; optons and warrants to acqure or dspose of any of the nstruments above n clause 3.1(); managed assets whether as OTC or Exchange-traded Fnancal Product; and such other nvestments as Saxo Captal Markets may offer from tme to tme. 3.2 The Servces provded by Saxo Captal Markets may nvolve: margned transactons; short sales (.e. sales where one party to the Contract s oblged to delver an asset whch t does not possess); or transactons n nstruments whch are: traded on exchanges whch are not recognsed or desgnated nvestment exchanges and/or not traded on any stock or nvestment exchange; and/or not mmedately and readly realsable. The Clent agrees that at the tme of placng an order to sell fnancal products the Clent must comply wth all applcable dsclosure oblgatons pursuant to the Corporatons Act, Market Rules, any other applcable Laws, rules, regulatons, drectons, procedures and requrements applcable to placng such an order, and any procedures or rules from tme to tme lad down by Saxo Captal Markets. In addton, the Clent must provde Saxo Captal Markets, wthn the specfed tme, such further nformaton relatng to any short sale order whch Saxo Captal Markets may request from the Clent from tme to tme. 3.3 Orders may be placed as market orders to buy or sell as soon as possble at the prce obtanable n the market, or, on selected products, as lmt and stop orders to trade when the prce reaches a predefned level. Lmt orders to buy and stop orders to sell must be placed below the current market prce, and lmt orders to sell and stop orders to buy must be placed above the current market prce. If the bd prce for sell orders or ask prce for buy orders s reached, the order wll be flled as soon as possble at the prce obtanable n the market. Lmt and stop orders are executed consstent wth the Best Executon Polcy. Saxo Captal Markets do not guarantee that lmt and stop orders can be executed at the specfed prce or amount, unless explctly stated by Saxo Captal Markets for the specfc order. For further nformaton on the types of orders, please refer to Saxo Captal Markets webste at In relaton to any order placed by the Clent wth Saxo Captal Markets to buy or sell an Exchange-traded Fnancal Product, the order wll be placed on behalf of the Clent unless Saxo Captal Markets specfcally agrees otherwse. In respect of all other transactons and Contracts, Saxo Captal Markets acts as Prncpal unless otherwse agreed n wrtng wth the Clent. 3.5 The Clent shall, unless otherwse agreed n wrtng wth Saxo Captal Markets, enter nto Contracts as Prncpal. If the Clent acts as Agent, regardless of whether the Clent dentfes another entty as the Prncpal to Saxo Captal Markets, Saxo Captal Markets shall not be oblged to accept the sad Prncpal as a Clent, and consequently Saxo Captal Markets shall be enttled to consder the Clent as Prncpal n relaton to the Contract. 3.6 When the Clent enters nto a Contract Opton wth Saxo Captal Markets, Saxo Captal Markets wll enter nto a contract wth a Counterparty whch s dentcal n all respects to the contract between Saxo Captal Markets and the Clent. The Counterparty wll n turn enter nto a contract on the relevant Exchange (unless Market Rules requres the Counterparty to act as Saxo Captal Markets Agent n whch case Saxo Captal Markets wll enter nto a contract on the Exchange). The Clent s contractng wth Saxo Captal Markets and has no rght of recourse aganst Saxo Captal Markets Counterpartes or any rght over contracts between Saxo Captal Markets and ts Counterpartes. 3.7 In the event Saxo Captal Markets provdes advce, nformaton or recommendatons to the Clent, Saxo Captal Markets shall not be responsble for such advce, nformaton or recommendaton. The Clent accepts that: v v v v v all transactons n Contracts whch are Exchangetraded wll be effected subject to, and n accordance wth, Market Rules; Market Rules usually contan wde powers n an emergency or otherwse undesrable stuaton; f any Exchange or clearng house takes any acton whch affects a transacton or Contract, drectly or ndrectly then Saxo Captal Markets s enttled to take any acton relevant to the stuaton and reasonable to the partes n the nterests of the Clent and/or Saxo Captal Markets; Saxo Captal Markets shall not be lable for any loss as further stpulated n Clause 21.3 and suffered by the Clent as a result of the acts or omssons of any Exchange or clearng house or any acton reasonably taken by Saxo Captal Markets as a result of such acts or omssons unless Saxo Captal Markets has been grossly neglgent; where any transacton n Exchange-traded Contracts s effected by Saxo Captal Markets as Agent for the Clent, delvery or payment (as approprate) by the other party to the transacton shall be at the Clent s entre rsk; Saxo Captal Markets oblgaton to delver nvestments to the Clent or to account to the Clent or any other person on the Clent s behalf for the proceeds of sale of nvestments shall be condtonal upon recept by Saxo Captal Markets of delverable documents or sale proceeds (as approprate) from the other party or partes to the transacton; Saxo Captal Markets may n whole or n part, on a permanent or temporary bass close any Account faclty provded by Saxo Captal Markets to the Clent. Stuatons where Saxo Captal Markets may take such acton nclude stuatons where: Saxo Captal Markets consders that the Clent may be n possesson of Insde Informaton; Saxo Captal Markets consders that there are abnormal tradng condtons; Saxo Captal Markets s unable to calculate prces n the relevant Contract due to the unavalablty of the relevant market nformaton; Saxo Captal Markets, n ts reasonable opnon, consders t necessary for the protecton of ts rghts under the Terms; Verson: 16th March 2015 General Busness Terms 3

5 v v v Saxo Captal Markets consders that the Clent may be n breach of any applcable Law or Market Rules; ether the Clent or Saxo Captal Markets s so requested by the Australan Securtes & Investments Commsson or any other regulatory agency or authorty; Saxo Captal Markets can no longer hedge the Clent s poston or has poston(s) closed out by a Counterparty; and 4.3 In addton to the Conflct of Interest Polcy and the Best Executon Polcy and the terms stated n Clause 5 regardng the Tradng Platform, the followng terms apply to Contracts executed on the nternet: Saxo Captal Markets shall not be lable to Clents for any Loss, lablty suffered or ncurred by the Clent due to falure of the system, transmsson falure or delays or smlar techncal errors unless Saxo Captal Markets has exercsed gross neglgence n connecton herewth, notwthstandng Clause 5.9; v prces are manpulated or the Clent unfarly gans a prce advantage whch would not normally be avalable f there were no errors on the Tradng Platform. Saxo Captal Markets wll nform the Clent of the Account closure and the reasons for t, where possble and permtted by law, before the closure and f ths s not possble mmedately thereafter, unless gvng such nformaton would compromse objectvely justfed securty reasons. 3.8 Saxo Captal Markets s not oblgated to provde any advce to the Clent on any tax ssues related to any Servces. The Clent s advsed to obtan ndvdual ndependent advce from ts fnancal advsor, audtor or legal counsel wth respect to tax mplcatons of the respectve Servces. 3.9 Notwthstandng any other provson of the Terms, n provdng ts Servces, Saxo Captal Markets shall be enttled to take any acton consdered necessary and reasonable to ensure complance wth the Market Rules and all other applcable Laws and regulatory decsons. 4. DEALINGS BETWEEN SAXO CAPITAL MARKETS AND THE CLIENT 4.1 The Clent may provde Saxo Captal Markets wth oral or wrtten nstructons (whch shall nclude nstructons provded va the nternet or by emal as descrbed below). Saxo Captal Markets shall acknowledge the recept of the nstructons orally or n wrtng, as approprate. 4.2 The Clent shall nform Saxo Captal Markets n wrtng of any person the Clent has granted a Power of Attorney to nstruct Saxo Captal Markets on behalf of the Clent, wth such authorsed person beng an Attorney. For practcal reasons, Saxo Captal Markets can only undertake to regster one Power of Attorney for the Clent. If the Clent at any tme wshes to revoke such a Power of Attorney, to change the extent of the Power of Attorney, or grant Power of Attorney to a dfferent person, the Clent must advse Saxo Captal Markets n wrtng. The Clent may grant an Attorney wth full or lmted authorty. Attorneys under a full Power of Attorney wll be able to gven nstructons to Saxo Captal Markets: () for the purchase or sale of any fnancal products, () to transfer funds to and from the Account and () to request and obtan nformaton about the Account. Attorneys under a lmted Power of Attorney wll only be able to request certan nformaton from Saxo Captal Markets and wll not be able to gve nstructons to Saxo Captal Markets s, enttled to receve nstructons from the Attorney apponted by the Clent. The Clent s responsble and lable for all the acts and omsson of ther Attorney, rrespectve of whether the Attorney was apponted under a full or lmted Power of Attorney. The Power of Attorney shall be wrtten on one of Saxo Captal Markets Power of Attorney forms. The Attorney shall be approved by Saxo Captal Markets and must pass the elgblty test or such other requrements from tme to tme. A personal user ID and password shall be provded to the Attorney. Verson: 16th March 2015 General Busness Terms Saxo Captal Markets may notfy non-bndng ndcatve prces, whch are ndcatve of realtme tradable prces, to the Clent. The ndcatve prce notfed by Saxo Captal Markets may dffer from the actual prce a Clent receves for any specfc order due to crcumstances ncludng (but not lmted to) those crcumstances descrbed n Clause 14.5, delayed transmsson between the Clent, Saxo Captal Markets and/or the Counterpartes, latency or nterruptons n nternet servces from the Clent s, Saxo Captal Markets and/or the Counterpartes nternet servce provders, or latency n the Clent s Saxo Captal Market s and/or the Counterpartes software. If automatc order executon s offered to the Clent, Saxo Captal Markets shall be enttled to dsregard any ndcatve prce prevously notfed to the Clent, and to execute the Clent s order on the bass of the market value at the tme at whch the order from the Clent was trggered. If the stop-loss orders are placed alongsde the Clent s postons, the Clent acknowledges that Saxo Captal Markets shall be enttled to execute the Clent s stop-loss order on the bass of the market value at the tme at whch the stop-loss order was trggered and thereafter. v v v v prces offered by Saxo Captal Markets regardng the sale, purchase or exercse of Contract Optons reflect the prce of the relevant Exchange-traded Fnancal Product. Due to delays from the Clent s executon of an order or nstructon regardng a Contract Opton to the executon of the relevant Exchange-traded Fnancal Product on the Exchange, the prce as lsted on the Tradng Platform s subject to change, n order for the Contract Opton to reflect the prce of the relevant Exchange-traded Fnancal Product at the tme of ts executon or exercse (as applcable); the Tradng Platform may be avalable n several versons, whch may be dfferent n varous aspects ncludng, but not lmted to the level of securty appled, products and servces avalable etc. Saxo Captal Markets shall not be lable to the Clent for any loss, expense, cost or lablty suffered or ncurred by the Clent due to the Clent usng a verson dfferent from Saxo Captal Markets current verson wth all avalable updates nstalled; the Clent shall be responsble for all orders, and for the accuracy of all nformaton sent va the nternet usng the Clent s name, and any other personal dentfcaton means mplemented to dentfy the Clent; the Clent s oblged to keep passwords secret and ensure that thrd partes do not obtan access to the Clent s tradng facltes; regardless of the fact that the Tradng Platform mght confrm that a Contract s executed mmedately when the Clent transmts nstructons va the Tradng Platform, t s the Settlement/Trade Confrmaton forwarded by Saxo Captal Markets or made avalable to the Clent on the Tradng Platform whch solely consttutes Saxo Captal Markets confrmaton of executon. 4

6 4.4 Any nstructon sent va the Tradng Platform, by emal or phone by the Clent shall only be deemed to have been receved and shall only then consttute a vald nstructon and/or bndng Contract between Saxo Captal Markets and the Clent when such nstructon has been recorded as executed by Saxo Captal Markets and confrmed by Saxo Captal Markets to the Clent through the Settlement/ Trade Confrmaton and/or Account Statement, and the mere transmsson of an nstructon by the Clent shall not consttute a bndng Contract between Saxo Captal Markets and the Clent. 4.5 On request from Saxo Captal Markets, the Clent shall promptly gve to Saxo Captal Markets any nstructons requred by Saxo Captal Markets. If the Clent does not gve such nstructons promptly, Saxo Captal Markets may, at ts reasonable dscreton, take such steps at the Clent s cost, as Saxo Captal Markets consders necessary to protect ts nterests or the protecton of the Clent s nterests. Ths provson also apples n stuatons when Saxo Captal Markets s unable to contact the Clent. 4.6 If the Clent does not provde Saxo Captal Markets wth notce of ts ntenton to exercse an opton, a Contract Opton or another Contract whch requres an nstructon from the Clent at the stpulated tme, Saxo Captal Markets may treat the opton, Contract Opton or Contract as abandoned by the Clent. If the Clent wshes to exercse an opton, Contract Opton or another Contract (subject to whether the Contract Opton s n the money or out of the money - see below), the Clent must provde Saxo Captal Markets wth notce thereof n reasonable tme (and wthn applcable cut-off tmes) for Saxo Captal Markets to exercse the correspondng rght under any contract equvalent to the Contract Opton that Saxo Captal Markets has entered nto wth any Counterparty. Contract Optons (put and call) that close one tck or more n the money on the last tradng day wll automatcally be exercsed, regardless of whether the Clent has purchased or sold the Contract Opton. The Clent cannot nstruct Saxo Captal Markets not to exercse Contract Optons that are n the money at expry, and cannot at any tme nstruct Saxo Captal Markets to exercse Contract Optons that are out of the money. 4.7 Saxo Captal Markets apples a random method of assgnment among ts Clents Contract Optons when Saxo Captal Markets s notfed by ts Counterpartes that one or more short opton postons have been assgned. Saxo Captal Markets allocaton method randomly selects short Contract Optons among all Saxo Captal Markets Clents postons, ncludng Contract Optons opened mmedately pror to the assgnment. All short Contract Optons are lable for assgnment at any tme. If a short Contract Opton s assgned, the Clent s oblged, wthn the applcable tme of delvery, to delver the relevant amount of cash or assets n the case of a call Contract Opton and the relevant amount of cash n the case of a put Contract Opton, to effect settlement. 4.8 Saxo Captal Markets may (but shall not n any crcumstances be oblged to) requre confrmaton n such form as Saxo Captal Markets may reasonably request f an nstructon s to close an Account or remt money due to the Clent or f t appears to Saxo Captal Markets that such confrmaton s necessary or desrable. 4.9 Pursuant to general rules regardng Power of Attorney, the Clent s lable to Saxo Captal Markets for losses whch Saxo Captal Markets may suffer as a result of nstructons from a person who has actual or ostensble authorty to gve Saxo Captal Markets nstructons on behalf of the Clent Saxo Captal Markets may refuse to act upon any nstructon from any person authorsed by the Clent f Saxo Captal Markets can reasonably consder that the dsposal pursuant to the nstructon submtted would be n volaton of the legslaton relevant to the area, usual market practce, ncludng but not lmted to legslaton on money launderng or nsder tradng, or f the dsposal by Saxo Captal Markets wll adversely affect the Clent and/or Saxo Captal Markets fnancal stuaton Saxo Captal Markets shall act accordng to nstructons as soon as practcally possble and shall, as far as tradng nstructons are concerned, act n accordance wth the Best Executon Polcy. However f, after nstructons are receved, Saxo Captal Markets beleves that t s not reasonably practcable to act upon such nstructons wthn a reasonable tme, Saxo Captal Markets may defer actng upon those nstructons untl t s, n Saxo Captal Markets reasonable opnon, practcable to do so or as soon as possble notfy the Clent that Saxo Captal Markets s refusng to act upon such nstructons It s possble that errors may occur n the prces of transactons quoted by Saxo Captal Markets or a Counterparty, or the prces quoted on an Exchange. In such crcumstances, wthout prejudce to any rghts t may have under applcable Laws, Saxo Captal Markets shall not be bound by any Contract whch purports to have been made (whether or not confrmed by Saxo Captal Markets) at a prce whch: Saxo Captal Markets s able to substantate to the Clent was materally ncorrect at the tme of the transacton; or the Clent knew, or ought to have reasonably been known n the crcumstances, was materally ncorrect at the tme of the transacton. In whch case Saxo Captal Markets reserves the rght to ether 1) cancel the trade all together or 2) correct the erroneous prce at whch the trade was done to ether the prce at whch Saxo Captal Markets hedged the trade or alternatvely to the hstorc correct market prce Tradng strateges amed at explotng errors n prces and/ or concludng trades at off-market prces (commonly known as snpng ) are not accepted by Saxo Captal Markets. Provded that Saxo Captal Markets can document that on the tme of the concluson of the trade there were errors n the prces, commssons, or n the Tradng Platform, and provded Saxo Captal Markets has reasonably formed the vew that the Clent, has delberately and/or systematcally exploted or attempted to explot such an error, Saxo Captal Markets s enttled to take one or more of the followng countermeasures: v adjust the prce spreads avalable to the Clent; restrct the Clent s access to streamng, nstantly tradable quotes, ncludng provdng manual quotaton only; retreve from the Clent s Account any hstorc tradng profts that Saxo Captal Markets can document have been ganed through such abuse of lqudty at any tme durng the Clent relatonshp; and/or termnate the Clent relatonshp mmedately by gvng wrtten notce If the Clent s more than one person (for example, jont Account holders): the labltes of each person (Authorsed Person) shall be jont and several; Verson: 16th March 2015 General Busness Terms 5

7 Saxo Captal Markets may act upon nstructons receved from any one person who s, or appears to Saxo Captal Markets to be, such a person, whether or not such person s an Authorsed Person; any notce or other communcaton provded by Saxo Captal Markets to one person usng the Clent s nomnated prmary emal address shall be deemed to have been provded to the Clent; and v the rghts of Saxo Captal Markets under Clause 19 shall apply f an event descrbed n Clause 19 shall be deemed to have occurred n respect of any one of such persons The Clent agrees that Saxo Captal Markets may record all telephone conversatons, nternet conversatons (chat), and meetngs between the Clent and Saxo Captal Markets and use such recordngs, or transcrpts from such recordngs, as evdence towards any party (ncludng, but not lmted to, any regulatory authorty and/or court of law) to whom Saxo Captal Markets at ts reasonable dscreton sees t to be desrable or necessary to dsclose such nformaton n any dspute or antcpated dspute between Saxo Captal Markets and the Clent. However, techncal reasons may prevent Saxo Captal Markets from recordng a conversaton, and recordngs or transcrpts made by Saxo Captal Markets wll be destroyed n accordance wth Saxo Captal Markets normal practce. Consequently, the Clent should not rely on such recordngs to be avalable When the Clent nstructs Saxo Captal Markets to enter nto a poston opposte to one or more of the Clent s open postons, Saxo Captal Markets wll close out the opposte poston n accordance wth the FIFO prncples unless the poston has related orders or otherwse agreed 4.17 The Clent agrees that Saxo Captal Markets has the rght to, but not the oblgaton to close drectly opposte postons. Ths apples not only when the postons are held on the on the same Account, but also when they are held on separate Accounts If the Clent operates several Accounts (or sub-accounts) and opposte postons are opened on dfferent Accounts (or sub- Accounts). The Clent s specfcally made aware that unless closed manually, all such postons may be rolled over on a contnuous bass and thereby consequently all ncur a cost for such rollover. 5. SPECIAL NOTE ON THE USE OF THE TRADING PLATFORM 5.1 The techncal requrements to whch the Clent s IT equpment, operatng system, nternet connecton etc. shall conform wth are descrbed on Saxo Captal Markets webste at The Clent shall enter ther user ID and password when loggng on to the Tradng Enterng an ncorrect password fve tmes n a row wll automatcally termnate the connecton and block the user ID. Saxo Captal Markets nforms the Clent of the termnaton/blockng and the reasons for t, where possble, before the termnaton/blockng and f ths s not possble mmedately thereafter, unless gvng such nformaton would compromse objectvely the securty. The Clent s oblgated to notfy Saxo Captal Markets at telephone wthout undue delay on becomng aware of unauthorsed use of the Tradng Platform, or f the Clent suspects that the password has been msapproprated by a thrd party. to block ther Account on the Tradng Platform. The Clent can then order a new password. 5.3 The Clent can block ther Tradng Platform at any tme by contactng Saxo Captal Markets at telephone Blockng the Tradng Platform prevents other persons from accessng t. Open orders and postons placed on the Tradng Platform before the blockng wll not be affected by the blockng unless the Clent specfcally requests so, and the Clent s responsble for decdng about ther postons. 5.4 The rght to use the Tradng Platform s personal, and the Clent shall not allow other persons to use ther user ID and/ or ther password. If the Clent wants to allow a thrd party to trade on the Clent s Account on ts behalf, the Clent wll need to appont that thrd party as ther Attorney n accordance wth clause From the Tradng Platform the Clent can prnt reports on tradng actvtes and ther Account balances. 5.6 Where the Clent has placed an order whch they subsequently wsh to cancel, the Clent may request that the order be cancelled up untl the tme of executon. The Clent s aware that Saxo Captal Markets s under no oblgaton to cancel the order where reasonable notce has not been gven for Saxo Captal Markets to cancel the trade. A request for cancellaton or an order can be made va the Tradng Platform or by callng Saxo Captal Markets Clent Tradng. Requests concernng cancellaton of orders generated when the margn s exceeded can only be made to Saxo Captal Markets Clent Tradng. An order shall not be consdered to be cancelled untl the Clent has receved a wrtten confrmaton from Saxo Captal Markets. 5.7 The followng lmtatons on the Clent s lablty, n case of abuse or other unauthorsed use of the Tradng Platform, shall apply: If Saxo Captal Markets proves that: - the Clent or a person to whom the Authorsed Person has entrusted ther user ID and/or ther password, by grossly rresponsble conduct has made the unauthorsed use by a thrd party possble, or - the Clent or a person to whom the holder has entrusted ther user ID and/or ther password, has faled to nform Saxo Captal Markets as soon as possble after havng become aware that ther user ID and/or ther password has become known to an unauthorsed thrd person, or - the unauthorsed use s made by a person to whom the Clent has dsclosed the user ID and/or the password wthout the matter beng covered by Subclause 5.7(), the Clent shall be lable for losses caused by unauthorsed use of the Tradng Platform. The Clent shall be lable wthout lmtaton f the unlawful use was made by someone wth whom the Clent has knowngly entrusted ther user ID and/or password n crcumstances where the Clent realsed or should have realsed that there was an obvous rsk of abuse as a result of such dsclosure. 5.8 Saxo Captal Markets shall be lable for drect losses resultng from non-executed or defectve executed orders, unless a non-executed or defectve executed order s due to condtons for whch the Clent s lable. Saxo Captal Markets shall not be lable for any ndrect losses. 5.9 Saxo Captal Markets shall not be lable for losses n cases of abnormal and unforeseeable crcumstances beyond the control of Saxo Captal Markets, except as a result of Saxo Captal Markets gross neglgence or wlful default. Verson: 16th March 2015 General Busness Terms 6

8 5.10 Saxo Captal Markets shall not be responsble for losses resultng from the Clent s nstallaton and use of the computer programs used on the Tradng Platform, unless such lablty follows from a law that cannot be excluded. The Clent shall be responsble for ensurng that the Tradng Platform s adequately nsured aganst drect and ndrect losses whch may result from the nstallaton and use of the computer programs n the Clent s computer system. Furthermore, the Clent shall be oblged to make backup copes of data whch, should such data be lost, mght result n losses for the Clent. v such sums of money as may from tme to tme be due to Saxo Captal Markets under a Contract and such sums as may be requred n or towards clearance of any debt balance on any Account; such sums of money as Saxo Captal Markets may from tme to tme requre as Collateral for the Clent s oblgatons to Saxo Captal Markets; and any amount to mantan a postve cash-balance on any and all Account(s). 6. TRANSFER OF FUNDS TO THE CLIENT S ACCOUNT AT SAXO CAPITAL MARKETS 6.1 Saxo Captal Markets only allows transfers to the Clent s Account from bank accounts held n the Clent s name, n order to secure the dentty of the sender. Therefore, Saxo Captal Markets must receve suffcent nformaton about the transfer from the sendng bank to enable dentfcaton of the relevant Clent and of the Account nto whch the funds wll be credted. Accordngly, the tme lmts specfed n Clauses 6.2 and 6.3 only apply where Saxo Captal Markets s provded wth suffcent nformaton to enable t to dentfy the Clent as the sender and the Account nto whch the funds shall be credted. 6.2 For transfers of Australan Dollars from an account n an Australan bank, f Saxo Captal Markets receves the funds before 2 p.m. AEST on a Busness Day, the funds wll be avalable for tradng n the Clent s Account wthout undue delay after Saxo Captal Markets has receved the funds. If the transfer s receved n the perod between 2 p.m. AEST on a Busness Day to 8 a.m. AEST on the followng Busness Day, the funds wll be avalable for tradng n the Account after 10.am. AEST on the followng Busness Day. 6.3 When the Clent transfers funds n a currency other than Australan Dollars, the funds wll be avalable for tradng n the Account no later than two Busness Days after the funds are receved by Saxo Captal Markets. If Saxo Captal Markets receves the funds on a day that s not a Busness Day or receves the funds after 2 p.m. AEST on a Busness Day, the funds are consdered to be receved on the followng Busness Day and, consequently, the funds wll be avalable for tradng n the Account after 10.a.m AEST on the thrd followng Busness Day. 6.4 When the Clent transfers funds between two Accounts held wth Saxo Captal Markets, the funds are avalable for tradng n the recevng Account on the day of the transfer. 6.5 The Clent agrees that Saxo Captal Markets cannot be held lable for how the perod of tme t takes for funds sent to Saxo Captal Markets to become avalable for tradng n ther Account. 6.6 The Clent agrees, that specal events as descrbed n Clause 29.4 can cause the credtng of funds to be delayed by up to three Busness Days from the day that Saxo Captal Markets receves t. 7. MARGINS, SECURITY, PAYMENTS AND DELIVERY 7.1 The Clent shall pay to Saxo Captal Markets on demand: such sums of money as necessary to enable the Clent to satsfy the applcable margn requrement (whether t be ntal or varaton on the margn) as Saxo Captal Markets may requre from tme to tme. In the case of a Contract effected by Saxo Captal Markets on an Exchange, such margn shall be not less than the amount or percentage stpulated by the relevant Exchange plus any addtonal margn that Saxo Captal Markets,at ts reasonable dscreton, may requre; 7.2 When dealng wth Contract Optons, Saxo Captal Markets wll enter nto a contract wth ts Counterpartes whch s dentcal n all respects to the Contract Opton between Saxo Captal Markets and the Clent and Saxo Captal Markets may under such Counterparty contract be requred to delver addtonal margn from tme to tme. Saxo Captal Markets may by gvng reasonable notce change the margn requrement towards the Clent to reflect changes n applcable margn requrements for Saxo Captal Markets from tme to tme under any Counterparty contract. 7.3 If the Clent makes any payment whch s subject to any prce fluctuatons, wthholdng or deducton, the Clent shall pay to Saxo Captal Markets such addtonal amount to ensure that the amount actually receved by Saxo Captal Markets wll equal the full amount Saxo Captal Markets would have receved had no prce fluctuatons, wthholdng or deducton been made. 7.4 Payments nto the Clent s Account are documented as beng receved by Saxo Captal Markets on the condton that Saxo Captal Markets does ultmately receve the amount n queston. Ths shall apply rrespectve of whether recept of the payment has been explctly stated n recepts or other notces of or requests for payment. 7.5 Wth the pror wrtten agreement of Saxo Captal Markets on each occason, the Clent may provde Saxo Captal Markets wth a guarantee or ndemnty from a person and n a form acceptable to Saxo Captal Markets nstead of cash for the purpose of complyng wth ts oblgatons to pay money to Saxo Captal Markets. 7.6 The Clent may not create or allow to subsst any securty nterest (as defned n the Personal Property Securty Act 2009) over any assets held on the Clent s Account wth Saxo Captal Markets (other than securty nterests n favour of enttes n the Saxo Bank Group. Any pledge of assets towards another Saxo Captal Markets entty s subject to the approval of Saxo Bank A/S. 7.7 The Clent drects Saxo Captal Markets to arrange for any Collateral to be held by an ntermedate broker or elgble custodan, apponted by Saxo Captal Markets, and the ntermedate broker or elgble custodan shall be responsble for clamng and recevng all ncome and other rghts accrung to the Clent. 7.8 The Clent drects Saxo Captal Markets to: pass on any money receved from the Clent n order to satsfy Saxo Captal Markets oblgatons to any thrd party that have arsen n relaton to an order placed by Saxo Captal Markets on behalf of the Clent or n relaton to Counterpartes n relaton to the Clent s transacton wth Saxo Captal Markets ( Oblgatons ); charge, pledge or grant a securty arrangement over Cash n order to satsfy Saxo Captal Markets Oblgatons to any thrd party n whch case the Cash may or may not be held n the Clent s name; lend Securty to any thrd party n whch case the Securty may or may not be regstered n the Clent s name; and Verson: 16th March 2015 General Busness Terms 7

9 v return to the Clent equvalent Securty other than the orgnal Securty. 7.9 Saxo Captal Markets wll not be oblged to account to the Clent for any ncome receved by Saxo Captal Markets as a result of carryng out any of the actvtes descrbed n ths Clause. For the avodance of doubt, any nterest earned on the Clent s Account wll be retaned by Saxo Captal Markets The Clent wll be oblged to promptly delver any money or property delverable by t under a Contract n accordance wth the terms of that Contract and wth any nstructons gven by Saxo Captal Markets for the purpose of enablng Saxo Captal Markets to perform ts Oblgatons under any correspondng contract entered nto between Saxo Captal Markets and a thrd party If the Clent fals to provde any sums of money necessary to satsfy a margn requrement or other sum due under the Terms n respect of any transacton, Saxo Captal Markets may n ts reasonable dscreton reduce a Clent s exposure by closng one of more, or all of the clents leveraged open postons wth Saxo Captal Markets wthout notce to the Clent and apply any proceeds thereof to payment of any amounts due to Saxo Captal Markets. Ths ssue s further addressed n Clause 8.2 and Clause If the Clent fals to make any payment when t falls due, the Clent shall pay nterest (from the due date and untl payment takes place) on the outstandng amount at the rate stated n the Commssons, Charges & Margn Schedule Saxo Captal Markets wll have the rght, n addton to any other rghts t may have under the Terms, or under applcable Laws, to lmt the sze of the Clent s open postons (net or gross) and to refuse orders to establsh new postons. Saxo Captal Markets wll nform the Clent as soon as possble regardng such refused orders and the reason for the refusals. Stuatons where Saxo Captal Markets may exercse such rght nclude, but are not lmted to, where: Saxo Captal Markets has reason to beleve that the Clent may be n possesson of Insde Informaton; Saxo Captal Markets consders that there are abnormal tradng condtons; or the Clent has a negatve cash-balance on any Account Settlement of Contract Optons shall correspond to the settlement of the relevant Exchange traded opton n accordance wth the Market Rules and terms and condtons applcable to the relevant Exchange traded opton. For Contract Optons on cash settled optons, fnal settlement requres payment of the cash dfference between the value of the underlyng opton and the strke prce. For Contract Optons regardng physcally settled optons, the Contract Optons wll settle nto the respectve contract, stock or other securty. Contract Optons regardng optons on futures wll settle nto a future acqured at the strke prce. Saxo Captal Markets wll only allow the Clent to trade Contract Optons on Contracts wth physcal delvery f the Contract Opton expres before the underlyng Contract. Saxo Captal Markets wll requre Clents to close any Contract wth physcal delvery of commodtes before they can be exercsed (.e. Saxo Captal Markets does not support physcal delvery of commodtes). 8. MARGIN TRADES 8.1 On the date of the openng of a Margn Trade between Saxo Captal Markets and the Clent, Saxo Captal Markets may requre the Clent to have margn on the Account at least equvalent to the ntal margn requrement. 8.2 Saxo Captal Markets margn requrement shall apply throughout the term of the Margn Trade. It s the Clent s responsblty contnuously to ensure that suffcent margn s avalable n the Account at any tme. If practcable Saxo Captal Markets shall notfy the Clent f the margn requrements are not met. If, at any tme durng the term of a Margn Trade, the margn avalable on the Account s not suffcent to cover Saxo Captal Markets margn requrement, the Clent s oblged to reduce the amount of open Margn Trades or transfer adequate funds to Saxo Captal Markets. Even f the Clent takes steps to reduce the sze of open Margn Trades or to transfer suffcent funds to Saxo Captal Markets, Saxo Captal Markets may n ts reasonable dscreton: () close one or more, or all of the Clent s open Margn Trades or part of a Margn Trade; and/or (). where applcable, lqudate or sell Securtes, fnancal products or other property formng part of the Clent s Account wth the Clent s consent where Saxo Captal Markets consders that t s n the Clent s best nterests to so act wthout assumng any responsblty towards the Clent for such acton ncludng f Saxo Captal Markets consders the Clent or a Margn Trade to be an unacceptable rsk. 8.3 The Clent shall expect, unless otherwse agreed and confrmed by Saxo Captal Markets that all of the Clent s open Margn Trades wll be closed. 8.4 If the Clent has opened more than one Account, Saxo Captal Markets s enttled to transfer money or, where applcable, Securtes from one Account to another, even f such transfer wll necesstate the closng of Margn Trades or other trades n the Account from whch the transfer takes place. 8.5 Saxo Captal Markets general margn requrements for dfferent types of Margn Trades are dsplayed on Saxo Captal Markets webste at However, Saxo Captal Markets reserves the rght to determne specfc margn requrements for ndvdual Margn Trades. 8.6 The margn requrements for any Margn Trade that has yet to be opened are subject to change by Saxo Captal Markets wthout any further notce. When a Margn Trade has been opened and Saxo Captal Markets ncreases the margn requrement, Saxo Captal Markets s not allowed to close the Margn Trade at ts reasonable dscreton but only at the Clent s nstructon or accordng to Saxo Captal Markets rghts under the Terms. However, Saxo Captal Markets may ncrease the margn requrements f Saxo Captal Markets reasonably consders that the rsk on an open Margn Trade has ncreased as compared to the rsk on the date of the openng. If Saxo Captal Markets ncreases the margn requrements when a Margn Trade has been opened under ths clause 8.6, Saxo Captal Markets shall provde reasonable notce of that change to the Clent. If, as a result of Saxo Captal Markets ncreasng the margn requrements the Clent receves a margn call, the Clent must depost the funds necessary to satsfy that margn call wthn 48 hours of the change n the margn requrements. 9. ACCOUNTS 9.1 Saxo Captal Markets wll make avalable to the Clent a Settlement/Trade Confrmaton n respect of any transacton or Contract entered nto by Saxo Captal Markets wth or for the Clent and n respect of any open poston closed by Saxo Captal Markets for the Clent. Settlement/Trade Confrmatons wll be avalable followng the executon of the transacton. 9.2 Account Summares and Account Statements are avalable to the Clent through the Tradng Platform. The Account Summary wll normally be updated on a regular bass, generally daly, durng Saxo Captal Markets openng hours. The Account Statement wll normally be updated every Busness Day wth nformaton for the prevous Busness Day. Verson: 16th March 2015 General Busness Terms 8

10 By acceptng the Terms the Clent agrees not to receve any Account Statements or Account Summares n prnted form from Saxo Captal Markets other than upon specfc request. 9.3 Any notce or other communcaton to be provded by Saxo Captal Markets under the Terms, ncludng Account Statements and Settlement/Trade Confrmatons, may be sent by Saxo Captal Markets to the Clent n electronc form by emal or by dsplay on the Clent s Account Summary on the Tradng Platform. The Clent s oblged to provde Saxo Captal Markets wth an emal address for ths purpose. An emal message s consdered receved by the Clent when sent from Saxo Captal Markets. Saxo Captal Markets s not responsble for any delay, alteraton, redrecton or any other modfcaton the message may undergo after transmsson from Saxo Captal Markets. A message on the Clent s Account on the Tradng Platform s consdered receved by the Clent when Saxo Captal Markets has placed the message on the Tradng Platform. It s the responsblty of the Clent to ensure that the Clent s software and hardware setup does not stand n the way of the Clent recevng emals or get access to the Tradng Platform from Saxo Captal Markets. 9.4 The Clent s oblged to verfy the contents of each document, ncludng documents sent n electronc form from Saxo Captal Markets. Such documents shall, n the absence of manfest error, be deemed conclusve unless the Clent notfes Saxo Captal Markets n wrtng to the contrary mmedately after havng receved such document. In the event that the Clent beleves to have entered nto a transacton or Contract, whch should have produced a Settlement/Trade Confrmatons or otherwse a postng on the Clent s Account, but the Clent has not receved such confrmaton, the Clent must nform Saxo Captal Markets mmedately when the Clent ought to have receved such confrmaton. In the absence of such nformaton the transacton or Contract may, at Saxo Captal Markets reasonable dscreton, be deemed nonexstent f Saxo reasonably beleves that the transacton has not been processed. 10. COMMISSIONS, CHARGES, AND OTHER COSTS 10.1 The Clent shall be oblged to pay Saxo Captal Markets the commssons and charges set out n the Commssons, Charges & Margn Schedule. The Commssons, Charges & Margn Schedule s avalable on Saxo Captal Markets webste at and may be suppled to the Clent on demand. All amounts payable to Saxo Captal Markets do not nclude goods and servces tax (or other value added tax) ( GST ), net of any reduced nput tax credt, unless otherwse stated Saxo Captal Markets may vary such commssons and charges by gvng notce when the change s to the Clent s advantage, or the grounds for changes are due to external crcumstances beyond Saxo Captal Markets control. Such crcumstances nclude: changes n the relatonshp wth Saxo Captal Markets Counterpartes, whch affect Saxo Captal Markets cost structures; and/or changes n commssons and charges from Exchanges, clearng houses, nformaton provders or other thrd party provders that are passed on to the Clent by Saxo Captal Markets Saxo Captal Markets may vary commssons and charges, wth 30 days of any ncrease, f : market condtons, ncludng compettve behavour, call for changes to Saxo Captal Markets condtons; Saxo Captal Markets for commercal reasons wshes to change ts general cost and prcng structure; and/ or Verson: 16th March 2015 General Busness Terms sgnfcant partculars of the Clent, based on whch ndvdual condtons were provded, have changed In addton to such commssons and charges, the Clent shall be oblged to pay all applcable GST, net of any reduced nput tax credt and other taxes, storage and delvery charges, Exchange and clearng house fees and all other fees, labltes, charges, dutes, costs or expenses, payable or ncurred by Saxo Captal Markets n connecton wth any Contract and/or n connecton wth mantanng the Clent relatonshp. Ths clause 10.4 shall not apply to the n-house admnstraton costs of Saxo Captal Markets n the nature of rent for premses, salares and lke expenses or taxes ncurred on Saxo Captal Markets ncome Furthermore, Saxo Captal Markets shall be enttled to demand that the followng expenses are pad separately by the Clent: v v all extraordnary dsbursements resultng from the Clent relatonshp e.g. telephone, facsmle, courer, and postal expenses n case the Clent requests hardcopy Settlement/Trade Confrmatons, Account Statements etc. whch Saxo Captal Markets could have delvered n electronc form; any expenses of Saxo Captal Markets, caused by nonperformance by the Clent, ncludng a fee determned by Saxo Captal Markets n relaton to forwardng of remnders, legal assstance etc; any expenses of Saxo Captal Markets n connecton wth reples to nqures by publc authortes, pursuant to applcable Laws. ncludng a fee determned by Saxo Captal Markets n relaton to forwardng of transcrpts and enclosures and for the preparaton of copes; admnstraton fees n connecton wth any Collateral, and any expenses of Saxo Captal Markets n relaton to a pledge, f provded, ncludng any nsurance premum payments; and any expenses of Saxo Captal Markets n connecton wth audtor s comments/reports f such s requested by the Clent. Where practcable, Saxo Captal Markets wll gve the Clent pror notce of these expenses The fees, labltes, charges, dutes, costs or expenses, payable wll be charged ether as a fxed amount correspondng to payments effected, or as a percentage or hourly rate correspondng to the servce performed. The methods of calculaton can be combned. Saxo Captal Markets reserves the rght to ntroduce new fees, labltes, charges, dutes, costs or expenses and, where practcable, wll gve the Clent pror notce of such fees, labltes, charges, dutes, costs or expenses Saxo Captal Markets may share commssons and charges wth ts assocates, Introducng Brokers or other thrd partes or receve remuneraton from them n respect of Contracts entered nto by Saxo Captal Markets. Detals of any such remuneraton or sharng arrangement wll not be set out on the relevant Settlement/Trade Confrmatons, however Clents on-boarded va an Introducng Broker on or after the 1 July 2013, wll receved ths nformaton at the tme of applcaton va a payment schedule page. Saxo Captal Markets (or any assocate) may beneft from commsson, markup, markdown or any other remuneraton where t acts for the Counterparty to a Contract The Clent agrees that Saxo Captal Markets may receve commssons or other remuneraton n connecton wth ths agreement or any transactons contemplated by t. Saxo Captal Markets, as requred under Future of Fnancal Advce rules and regulatons, wll upon reasonable request and to 9

11 the extent possble dsclose to the Clent the amount of commsson, markup, markdown or any other remuneraton pad by Saxo Captal Markets to any Introducng Broker or other thrd party Unless specfed otherwse n the Terms, all amounts due to Saxo Captal Markets (or Agents used by Saxo Captal Markets) under the Terms shall, at Saxo Captal Markets opton: any cash currency balance to another cash currency balance for the purpose of purchasng an asset denomnated n a currency other than the Clent s base currency; any mones held by Saxo Captal Markets for the Clent nto such other currency as Saxo Captal Markets consders necessary or desrable to cover the Clent s oblgatons and labltes n that currency. be deducted from any funds held by Saxo Captal Markets for the Clent; or be pad by the Clent n accordance wth the provsons of the relevant dfference Account, Settlement/Trade Confrmaton or other advce Whenever Saxo Captal Markets conducts currency conversons, Saxo Captal Markets wll do so at such reasonable rate of exchange as Saxo Captal Markets selects. Saxo Captal Markets shall be enttled to add a markup to the exchange rates. The prevalng markup s defned n the Commssons, Charges & Margn Schedule In respect of any transactons to be effected OTC, Saxo Captal Markets shall be enttled to quote prces at whch t s prepared to trade wth the Clent. Save where Saxo Captal Markets exercses any rghts t may have under the Terms to close a Contract, t s the Clent s responsblty to decde whether or not t wshes to enter nto a Contract at such prces Furthermore, the Clent accepts that the procedures descrbed n Clause 10 and Clause 13 may result n addtonal ndrect costs for the Clent. 11. INTEREST AND CURRENCY CONVERSIONS 11.1 Subject to ths Clause below and save as otherwse agreed n wrtng, Saxo Captal Markets shall not be lable to: pay nterest to the Clent on any credt balance n any Account or on any other sum held by Saxo Captal Markets (whch for the avodance of doubt wll be retaned by Saxo Captal Markets); or account to the Clent for any nterest receved by Saxo Captal Markets on such sums or n connecton wth any Contract The Clent s enttled to nterest on the bass of the Clent s postve Net Free Equty n accordance wth the Commssons, Charges & Margn Schedule The Clent s oblged to pay nterest on the bass of the Clent s negatve Net Free Equty n accordance wth the Commssons, Charges & Margn Schedule Saxo Captal Markets may vary such nterest rates and/or thresholds for nterest calculaton by gvng notce at 30 days notce f market condtons, ncludng compettve behavour, call for a change to Saxo Captal Markets condtons; Saxo Captal Markets wshes to change ts general commsson, fee and prcng structure for commercal reasons; and/or changes to sgnfcant partculars of the Clent, based on whch ndvdual condtons were provded, occurs. The Clent wll be taken to have accepted such changes f they do not, before the proposed date of ther entry nto force, notfy Saxo Captal Markets that they do not accept them Saxo Captal Markets s enttled, but shall not n any crcumstances be oblged, to convert: any realsed gans, losses, opton premums, commssons, nterest charges and brokerage fees whch arse n a currency other than the Clent s base currency (.e. the currency n whch the Clent s Account s denomnated) to the Clent s base currency; Verson: 16th March 2015 General Busness Terms 12. EQUITABLE MORTGAGE 12.1 For the purpose of securng all labltes and oblgatons of the Clent to Saxo Captal Markets whatsoever, the Clent assgns to Saxo Captal Markets by way of equtable mortgage all of ts rght, ttle and nterest n all Cash. Saxo Captal Markets may at the Clent s expense apply for any regstraton, perfecton or gve any notfcaton n connecton wth a securty nterest created under ths agreement, and may complete and submt all relevant documents (ncludng fnancng statements, fnancng change statements, and amendment demands) If an Event of Default occurs, Saxo Captal Markets may n ts reasonable dscreton () transfer the Collateral to ts name, and () do anythng else the law allows an owner or recever of the Collateral to do. Saxo Captal Markets need not gve any notce or demand or allow any tme to elapse before exercsng any rght n respect of Cash under ths Clause unless t s a requrement of law whch cannot be excluded. A reference to a notce under ths Clause ncludes any notce under the Personal Property Securtes Act 2009 (Cwlth) (ncludng a notce of a verfcaton statement). A person who acqures Cash from Saxo Captal Markets need not check whether Saxo Captal Markets has the rght to dspose of that Cash and the Clent may not challenge that acqurer s rghts The Clent must not dspose of any rght, ttle or nterest n any Collateral or allow any securty nterest to subsst over any Collateral The Clent must do anythng (such as obtanng consents, sgnng and producng documents, gettng documents completed and sgned and supplyng nformaton) whch Saxo Captal Markets asks and consders necessary for the purposes of () ensurng that the securty nterest s enforceable, perfected and otherwse effectve and bndng on the Clent, () enablng Saxo Captal Markets to apply for any regstraton, or gve any notfcaton, n connecton wth the securty nterest so that the securty nterest has the prorty requred by Saxo Captal Markets, or () enablng Saxo Captal Markets to exercse rghts n connecton wth the securty nterest The Clent rrevocably apponts Saxo Captal Markets as ts attorney to do anythng whch the Clent can lawfully authorse an attorney to do n connecton wth the Cash or whch Saxo Captal Markets beleves s expedent to gve effect to ts rghts. Saxo Captal Markets may delegate ts powers as attorney and t and any delegate may act even f ths nvolves a conflct of duty or a personal nterest. The Clent agrees to ratfy any acts of the attorney under ths Clause. 10

12 13. PAYMENTS, NETTING AGREEMENT AND CLOSE OUT NETTING AGREEMENT 13.1 Saxo Captal Markets may retan, or make deductons from, any amounts whch Saxo Captal Markets owes to or s holdng for the Clent and may apply those amounts n satsfacton of any amounts that are due from the Clent to Saxo Captal Markets, Saxo Bank Group or ther Assocates Subject to Clause 8.2, the Clent authorses Saxo Captal Markets, at Saxo Captal Markets reasonable dscreton, at any tme and wthout notce or lablty to the Clent, to sell and/or charge n any manner any or all of the Clent s property of whch Saxo Captal Markets or any of ts assocates or Agents has custody or control, and n order to use the amounts rased n satsfacton of any amounts that are due from the Clent to Saxo Captal Markets, Saxo Bank Group or ther Assocates Wthout prejudce to Saxo Captal Markets other rghts under the Terms or under applcable Laws, Saxo Captal Markets may, at any tme and wthout notce, combne or consoldate all or any of the Accounts mantaned by the Clent wth Saxo Captal Markets or any of ts Assocates and off-set any and all amounts owed to, or by, Saxo Captal Markets or any of ts Assocates n such manner as Saxo Captal Markets at ts reasonable dscreton may determne If on any date the same amounts are payable under the Terms by each party to the other n the same currency, then, each party s oblgatons to make payment of any such amount wll be automatcally satsfed by nettng. If the amounts are not n the same currency, the amounts are converted by Saxo Captal Markets n accordance wth the prncples referred to n Clause If the aggregate amount that s payable by one party exceeds the aggregate amount that s payable by the other party, then only the dfference between those aggregate amounts shall be payable by the party from whom the larger aggregate sum s due and the oblgatons to make payment of each party wll be satsfed and dscharged If the Clent, at any tme durng the Clent relatonshp, has a negatve cashbalance n any Account, Saxo Captal Markets s enttled but not oblgated to net between the Clent s Accounts. The Clent shall bear all the charges and any other costs assocated wth such nettng n accordance wth the Commssons, Charges & Margn Schedule If the Clent relatonshp s termnated accordng to Clause 25, or otherwse under ths agreement, or f an Event of Default occurs under Clause 19, then: Saxo Captal Markets shall aggregate all amounts calculated by t under Clause as beng payable by t, and shall set-off that aggregate amount aganst the aggregate of all amounts calculated by t under Clause as beng payable by the Clent, and only the dfference between those aggregate amounts shall be payable by the party from whom the larger aggregate sum s due and the oblgatons to make payment of each party wll be satsfed and dscharged Rates based on whch the Contracts shall be closed shall be market rates applcable on the day on whch Saxo Captal Markets decdes to close the Contracts Saxo Captal Markets may at ts reasonable dscreton determne the rates by obtanng an offer from a Market Maker n the asset n queston or by applyng rates from electronc fnancal nformaton systems When determnng the value of the Contracts to be netted, Saxo Captal Markets shall apply ts usual spreads and nclude all costs and other charges Ths nettng agreement shall be bndng towards the estate and credtors of the partes to the Clent To the extent any dealng by Saxo Captal Markets under ths Clause 13 or otherwse under ths agreement nvolves a dealng wth money that s held n an Account descrbed n secton 981B of the Corporatons Act, the Clent authorses and approves all such dealngs. Ths authorsaton consttutes a wrtten drecton on the part of the Clent to make any correspondng payments for the purposes of regulaton of the Corporatons Regulatons. 14. MARKET MAKING 14.1 When Saxo Captal Markets arranges (as Prncpal) for an order to be placed wth a thrd party dealer/broker n order to enable a Contract between Saxo Captal Markets and the Clent to be effect on an Exchange, clearng house or other organsaton or market nvolved n the concluson, executon or settlement of a transacton or Contract, Saxo Captal Markets wll not be a party to such a trade as such orders wll be executed n the tradng system of the relevant Exchange, clearng house or other organsaton or market at the best prce and the most favourable condtons avalable at the tme of the order or accordng to the Clent s specfc nstructons, e.g. n a stuaton where the Clent has chosen to lmt the order. Saxo Captal Markets wll not nclude any addtonal spread n the prce of the executon acheved for the Clent but wll be remunerated accordng to the Commssons, Charges & Margn Schedule. Saxo Captal Markets may termnate any or all arrangements and transactons wth the Clent, ncludng wthout lmtaton termnatng and closng out Contracts and termnatng arrangements where the Clent has transferred Collateral to Saxo Captal Markets under these Terms or otherwse (each a Termnated Transacton ). Saxo Captal Markets shall do ths by gvng notce to the Clent specfyng the Termnated Transactons, and Saxo Captal Markets may close out any Contracts whch are Termnated Transactons; as soon as practcable after delverng a termnaton notce under Clause above, Saxo Captal Markets shall calculate the amounts payable under each termnated and closed out Termnated Transacton (n relaton to Contracts, ths shall be done n accordance wth the terms of each Contract and the prncples set forth n Clauses 13.8, 13.9, and 13.11). The ntenton behnd these calculatons s to place a monetary value on every Termnated Transacton n order to calculate a sngle net amount owed to or by Saxo Captal Markets The Clent accepts that Captal Markets may act as a Market Maker n respect of the OTCs Saxo Captal Markets wll, upon the Clent s wrtten request, n general dsclose to the Clent whether Saxo Captal Markets may act as a Market Maker n certan fnancal products When actng as a Market Maker, Saxo Captal Markets wll under normal market crcumstances quote the Clent bd and ask prces In order for Saxo Captal Markets to quote prces wth the swftness normally assocated wth speculatve tradng, Saxo Captal Markets may have to rely on avalable prce or avalablty nformaton that may later prove to be faulty due to crcumstances ncludng (but not lmted to) those crcumstances descrbed n Clause 4.3 (and lke crcumstances), specfc market crcumstances, for nstance, lack of lqudty n or suspenson of an asset or errors n feeds from nformaton provders or quotes from Counterpartes. If so and Saxo Captal Markets has acted n good fath when provdng the prce to the Clent, Saxo Captal Markets may cancel the trade wth the Clent but shall do so wthn Verson: 16th March 2015 General Busness Terms 11

13 reasonable tme and shall provde the Clent wth a full explanaton for the reason for such cancellaton 14.6 Followng entry by Saxo Captal Markets of any poston wth a Clent under a Contract, Saxo Captal Markets may at Saxo Captal Markets reasonable dscreton subsequently offset each such Clent poston wth another Clent poston, or a poston wth one of Saxo Captal Markets Counterpartes or retan a propretary poston n the market wth the ntenton to obtan tradng profts from such postons. Such decsons and actons may therefore result n Saxo Captal Markets offsettng Clent postons at prces dfferent sometmes sgnfcantly dfferent from prces quoted to Clents, resultng n tradng profts or losses for Saxo Captal Markets. Ths n turn can rase the possblty of the Clent ncurrng what may be seen as an mpled cost (.e. the dfference between the prce at whch the Clent traded wth Saxo Captal Markets and the prce at whch Saxo Captal Markets subsequently traded wth Counterpartes and/or other Clents) due to any profts realsed by Saxo Captal Markets as a result of the Market Makng functon. However the Market Makng functon may nvolve sgnfcant costs to Saxo Captal Markets f the market moves aganst Saxo Captal Markets as compared to the prce at whch Saxo Captal Markets traded wth the Clent The Clent accepts that Saxo Captal Markets n such markets and fnancal products where Saxo Captal Markets acts as Market Maker, may hold postons that are contrary to postons of the Clent, resultng n potental conflcts of nterest between Saxo Captal Markets and the Clent, see Clause In markets where Saxo Captal Markets acts as a Market Maker, the Clent accepts that Saxo Captal Markets has no oblgaton to quote prces to Clents at all tmes n any gven market, nor to quote such prces to Clents wth a specfc maxmum spread In markets, where Saxo Captal Markets acts as a Market Maker, Saxo Captal Markets may or may not charge commssons. However, rrespectve of whether or not Saxo Captal Markets charges any commssons, the Clent accepts that Saxo Captal Markets wll seek to make addtonal profts out of ts performance as a Market Maker and the sze of any such profts may be consderable f and when compared wth the Clent s margn requrement The Clent accepts that the prce quoted to the Clent ncludes a spread when compared wth the prce to whch Saxo Captal Markets may have covered or expected to be able to cover the Contract n a trade wth another Clent or a Counterparty. Furthermore, the Clent accepts that sad spread consttutes remuneraton to Saxo Captal Markets and that ths spread not necessarly can be calculated for all Contracts and that such spread wll not be specfed at the Settlement/Trade Confrmaton The Clent accepts that Saxo Captal Markets quotes varable spreads on optons. Varable opton spreads are affected by actual market condtons, whch are beyond Saxo Captal Markets control. Saxo Captal Markets does not guarantee any maxmum or mnmum quotable opton spreads Any commsson costs, nterest charges, costs assocated to and ncluded n the spreads quoted by Saxo Captal Markets as a Market Maker n certan markets and other fees and charges wll consequently nfluence the Clent s tradng result and wll have a negatve effect on the Clent s tradng performance compared to a stuaton f such commsson costs, nterest charges, costs assocated to and ncluded n the spreads dd not apply Whlst dealng spreads and commssons are normally consdered moderate n relaton to the value of the assets traded, such costs may be consderable when compared wth the Clent s margn requrement. As a consequence thereof the Clent s margn requrement may be depleted by tradng losses that the Clent may ncur and by the drectly vsble dealng costs such as commssons, nterest charges and brokerage fees as well as the not vsble costs for the Clent, caused by Saxo Captal Markets performance as a Market Maker If the Clent s an actve trader and s undertakng numerous transactons, the total mpact of vsble as well as not vsble costs may be sgnfcant. Consequently the Clent may have to obtan sgnfcant profts n the markets n order to cover the costs assocated wth tradng actvtes wth Saxo Captal Markets. For very actve Clents, such costs may over tme exceed the value of the margn provded. Normally, when tradng margned dervatves, the lower the percentage of the applcable margn rate, the hgher the proporton of the costs assocated wth executng a transacton The area of market makng n foregn exchange, OTC foregn exchange optons, CFD Contracts and other OTC products, sgnfcant mpled costs can arse as a consequence of the profts made by Saxo Captal Markets performng n ts capactes as a Market Maker Saxo Captal Markets performance as a Market Maker may negatvely affect the Clent s Account wth Saxo Captal Markets and the sad mpled costs are nether drectly vsble nor drectly quantfable for the Clent at any tme Saxo Captal Markets s at no tme oblged to dsclose any detals of ts performance or ncome produced as a Market Maker or otherwse related to other commssons, charges and fees CFD Contracts may be OTC products quoted by Saxo Captal Markets whlst operatng as a Market Maker and not traded on an Exchange. As a result, the descrpton above of the mpled, not vsble costs related to Saxo Captal Markets performance as a Market Maker may also apply to any CFD Contract. 15. AGGREGATION AND SPLIT 15.1 Saxo Captal Markets s, n accordance wth the Best Executon Polcy, enttled to aggregate the Clent s orders wth ts own orders, orders of any of ts assocates and/or persons connected wth Saxo Captal Markets ncludng employees and other Clents. Furthermore, Saxo Captal Markets may splt the Clent s orders when executng these. The orders wll only be aggregated or splt f Saxo Captal Markets reasonably beleves t to be n the best nterests of the Clent. On some occasons aggregaton and splt of the Clent s order may result n the Clent obtanng a less favourable prce than f the Clent s orders had been executed respectvely separately or mutually. 16. CONFLICTS OF INTEREST 16.1 Saxo Captal Markets, ts Assocates or other persons or companes connected wth Saxo Captal Markets may have an nterest, relatonshp or arrangement that s materal n relaton to any transacton or Contract effected, or advce provded by Saxo Captal Markets, under the Terms. By acceptng the Terms the Clent agrees that Saxo Captal Markets may transact such busness wthout pror reference to any potental specfc conflct of nterest and may retan any proft or other beneft t receves as a result of that busness. 17. SAXO CAPITAL MARKETS COUNTERPARTIES 17.1 In order to gve effect to the Clent s nstructons, Saxo Captal Markets may nstruct a Counterparty selected at Verson: 16th March 2015 General Busness Terms 12

14 Saxo Captal Markets reasonable dscreton and Saxo Captal Markets shall do so where the transacton s to be subject to the rules of an Exchange or market of whch Saxo Captal Markets s not a member Saxo Captal Markets shall not be responsble for errors commtted by such Counterpartes unless t s proven that Saxo Captal Markets has not acted wth suffcent care when selectng the Counterparty. 18. INTRODUCING BROKERS 18.1 The Clent may have been referred to Saxo Captal Markets by an Introducng Broker. If so, Saxo Captal Markets shall not be responsble for any agreement made between the Clent and the Clent s Introducng Broker. The Clent acknowledges that any such Introducng Broker wll ether be actng as an ndependent ntermedary or an Agent for the Clent and that no such Introducng Broker shall be authorsed to make any representatons concernng Saxo Captal Markets or Saxo Captal Markets Servces. v f the Clent fals to make any payment or fals to do any other materal act requred under the Terms; f the Clent fals to remt funds necessary to enable Saxo Captal Markets to take delvery under any Contract on the frst due date; f the Clent fals to provde assets for delvery, or take delvery of assets, under any Contract on the frst due date; f the Clent des or becomes of unsound mnd; v. f the Clent s (or states that t s) nsolvent, under admnstraton or nsolvent (each as defned n the Corporatons Act); v. f the Clent s n lqudaton, n provsonal lqudaton, under admnstraton or wound up or has had a Controller (as defned n the Corporatons Act) apponted to ts property; 18.2 The Clent s agreement wth ts Introducng Broker may result n addtonal costs as Saxo Captal Markets may pay fees or commsson to such person The Clent s agreement wth ts Introducng Broker may result n addtonal costs for the Clent because the Introducng Broker can deduct commssons and fees as well as prce or nterest/fnancng rate adjustments for any trade conducted on or allocated to the Clent s Account ether by the Introducng Broker or the Clent If the Introducng Broker undertakes any deductons from the Clent s Account accordng to any agreement between the Clent and the Introducng Broker, the Clent drects Saxo Captal Markets to make those deductons and Saxo Captal Markets has no responsblty as to the exstence or valdty of such an agreement. v. v. x. f the Clent s subject to any arrangement, assgnment, moratorum or composton, protected from credtors under any statute, or dssolved (n each case, other than to carry out a reconstructon or amalgamaton whle solvent on terms approved n wrtng by Saxo Captal Markets); f an applcaton or order has been made (and, n the case of an applcaton, t s not stayed, wthdrawn or dsmssed wthn 30 days), resoluton passed, proposal put forward, or any other acton taken, n each case n connecton wth the Clent, whch s preparatory to or could result n any of v., v. or v above; the Clent s taken (under secton 459F(1) of the Corporatons Act) to have faled to comply wth a statutory demand; 18.5 Saxo Captal Markets shall have no responsblty or lablty to the Clent n followng the nstructons and drectons gven by the Introducng Broker. Saxo Captal Markets s under no oblgaton to supervse or otherwse know or revew the payment nstructons or any other acts, ncludng but not lmted to the tradng, of the Introducng Broker The Clent accepts that transactons may result n commssons, fees and other costs. Undertakng a hgh volume of transactons may make the transactons unproftable due to these costs. It s the Clent and Introducng Broker s responsblty to ensure that the transactons meet the Clent s objectves. Saxo Captal Markets only acts as the prncpal broker, and n the case of OTCs, ssuer and Prncpal, and therefore s not responsble for the sze of the commssons and fees as well as prce or nterest rate pad by the Clent Any commssons, fees, prce or nterest/fnancng rate adjustments for trades conducted may be shared between the Introducng Broker, Saxo Captal Markets and thrd partes accordng to the Introducng Broker s wrtten nstructons and/or at Saxo Captal Markets reasonable dscreton. 19. DEFAULT AND DEFAULT REMEDIES 19.1 The provsons contaned n ths Clause supplement any other rghts that Saxo Captal Markets or any of ts assocates have accordng to the Terms, and furthermore any other rghts Saxo Captal Markets has accordng to applcable Laws Each and any of the followng events shall consttute an Event of Default n relaton to all of a Clent s Contracts, Margn Trades, Securtes, fnancal products and other busness wth Saxo Captal Markets (regardless of whether the Event of Default only relates to part of the busness wth Saxo Captal Markets): x. the Clent s the subject of an event descrbed n secton 459C(2)(b) or secton 585 of the Corporatons Act (or t makes a statement from whch Saxo Captal Markets reasonably deduces t s so subject); x. x. x xv xv xv xv xv the Clent s otherwse unable to pay ts debts when they fall due; somethng havng a substantally smlar effect to v. to x. happens n connecton wth the Clent under the law of any jursdcton; f any dstress, executon or other process s leved aganst any property of the Clent and s not removed, dscharged or pad wthn seven days; f any securty created by any mortgage or charge becomes enforceable aganst the Clent and the mortgagee or chargee takes steps to enforce the securty or charge; f any ndebtedness of the Clent or any of ts subsdares becomes mmedately due and payable, or capable of beng declared so due and payable, pror to ts stated maturty by reason of default of the Clent (or any of ts subsdares) or the Clent (or any of ts subsdares) fals to dscharge any ndebtedness on ts due date; f the Clent fals to fully comply wth materal oblgatons under the Terms or any Contract, ncludng refrans from complyng wth margn requrements; f any of the representatons or warrantes gven by the Clent are, or become, materally untrue; f Saxo Captal Markets or the Clent s requested to Verson: 16th March 2015 General Busness Terms 13

15 xx close a Contract (or any part of a Contract) by any regulatory agency or authorty; or f Saxo Captal Markets reasonably consders t necessary for ts own protecton or the protecton of ts Assocates Upon the occurrence of an Event of Default, Saxo Captal Markets shall be enttled, and s drected at ts dscreton, to: v v exercse all rghts under the securty nterest created under Clause 12; gve a notce of termnaton n respect of any or all Contracts and carry out the close out nettng procedure under Clause 13.9; call on any guarantee of the oblgatons of the Clent from any person; buy or sell any underlyng asset where ths s, or s n the reasonable opnon of Saxo Captal Markets lkely to be, necessary n order for Saxo Captal Markets to fulfl ts oblgatons under any Contract and the Clent shall remburse Saxo Captal Markets for the full amount of the purchase prce plus any assocated costs and expenses; delver any underlyng asset, nvestment to any thrd party, or otherwse take any acton Saxo Captal Markets consders to be desrable n order to close any Contract; 20. CLIENT WARRANTIES & REPRESENTATIONS 20.1 The Clent warrants and represents that: v v v t s not under any legal dsablty wth respect to, and s not subject to any law or regulaton whch prevents ts performance accordng to the Terms or any Contract or transacton contemplated by the Terms; t has obtaned all necessary consents and has the authorty to operate accordng to the Terms (and f the Clent s not an ndvdual person, that t s properly empowered and has obtaned necessary corporate or other authorty pursuant to ts consttutonal and organsatonal documents); nvestments or other assets suppled by the Clent for any purpose shall, subject to the Terms, at all tmes be free from any charge, len, pledge or encumbrance and shall be benefcally owned by the Clent; t s n complance wth all laws to whch t s subject ncludng, wthout lmtaton, all tax laws and regulatons, exchange control requrements and regstraton requrements; the nformaton provded by the Clent to Saxo Captal Markets s complete, accurate and not msleadng n any materal respect; and t has authorty to enter nto the agreement. v v requre the Clent mmedately to termnate, close and settle any Contract n such manner as Saxo Captal Markets may n ts reasonable dscreton request; to enter nto any foregn exchange transacton, at such market rates and tmes as Saxo Captal Markets may determne, n order to meet oblgatons ncurred under a Contract; v renvoce all or part of any assets standng to the debt or credt of any Account (ncludng commutng Saxo Captal Markets or the Clent s oblgaton to delver an asset nto an oblgaton to pay an amount equal to the market value of the asset (determned by Saxo Captal Markets at ts reasonable dscreton) on the date renvocng takes place); 20.2 The above warrantes and representatons shall be deemed to be repeated each tme the Clent n the future for the duraton of the Clent relatonshp provdes nstructons to Saxo Captal Markets 21. INDEMNITY AND LIMITATIONS OF LIABILITY 21.1 The Clent s oblged to ndemnfy Saxo Captal Markets for all losses, taxes, expenses, costs and labltes whatsoever (present, future, contngent or otherwse and ncludng reasonable legal fees) whch may be suffered or ncurred by Saxo Captal Markets as a result of or n connecton wth: the Clent s breach of the Terms; x x close-out all Contracts and net all the Clent s and Saxo Captal Markets oblgatons towards each other as of the date fxed by Saxo Captal Markets wth effect to thrd partes; exercse any other rghts under the Terms; and Saxo Captal Markets enterng nto any transacton or Contract; or Saxo Captal Markets takng any of the steps whch Saxo Captal Markets s enttled to take n an Event of Default; x set off any amount owng by the Clent to Saxo Captal Markets (whether or not due for payment) aganst any amount due for payment by Saxo Captal Markets to the Clent under ths charge, to the extent not otherwse permtted under any Term. Saxo Captal Markets may do anythng necessary to effect any setoff under ths Clause (ncludng varyng the date for payment of any amount owng by the Clent to Saxo Captal Markets and makng currency exchanges). Ths Clause apples despte any other agreement between Saxo Captal Markets and the Clent The Clent authorses Saxo Captal Markets to take any or all of the steps descrbed n ths Clause by gvng notce to the Clent and acknowledges that Saxo Captal Markets shall not be responsble for any consequences of t takng any such steps, unless Saxo Captal Markets has exercsed gross neglgence n connecton herewth. The Clent shall execute the documents and take the acton as Saxo Captal Markets may request n order to protect the rghts of Saxo Captal Markets and ts Assocates under the Terms or under any agreement the Clent may have entered nto wth Saxo Captal Markets Assocates. Verson: 16th March 2015 General Busness Terms unless and to the extent only that such losses, taxes, expenses, costs and labltes are suffered or ncurred as a result of Saxo Captal Markets gross neglgence Ths rght to ndemnfcaton shall survve any termnaton of the Clent relatonshp To the maxmum extent permtted by law, and wthout prejudce to Clause 5, Saxo Captal Markets shall not be lable for: any Loss (ncludng consequental and other ndrect Losses) suffered or ncurred by the Clent as a result of or n connecton wth the provson of the Servces unless and to the extent that such Loss s suffered or ncurred as a result of Saxo Captal Markets gross neglgence; any Loss due to actons taken by Saxo Captal Markets accordng to ts rghts under the Terms; or 14

16 any consequental or other ndrect loss suffered or ncurred by the Clent whether arsng from Saxo Captal Markets neglgence or otherwse The Clent accepts that any nformaton communcated by Saxo Captal Markets does not consttute an offer to buy or sell or the solctaton of an offer to buy or sell a Contract and that such recommendaton and nformaton, although based upon nformaton from sources beleved by Saxo Captal Markets to be relable, may be based solely on a broker s opnon and that such nformaton may be ncomplete and may be unverfed and unverfable. Saxo Captal Markets makes no representaton, warranty or guarantee as to, and shall not be responsble for, the accuracy or completeness of any nformaton or tradng recommendaton furnshed to the Clent. 22. CONFIDENTIALITY AND SAXO CAPITAL MARKETS DISCLOSURE OF INFORMATION 22.1 Nether party shall dsclose any nformaton relatng to the busness, nvestments, fnances or other matters of a confdental nature of the other party of whch t may n the course of ts dutes or obtan possesson of, and each party shall use all reasonable endeavours to prevent any such dsclosure. However, ths shall not apply f a party s oblged hereto due to prevalng legslaton, or to a legslatve or supervsng authorty, or to another person who accordng to the law s enttled to demand dsclosure, or n order to enable the party suffcently to fulfl ts oblgatons pursuant to these Terms, except that ths provson does not requre Saxo Captal Markets to dsclosure any nformaton of the knd referred to n secton 275(1) of the Personal Property Securtes Act 2009 (Cwlth)) By acceptng the Terms, the Clent authorses Saxo Captal Markets to dsclose such nformaton relatng to the Clent as may be requred by any law, rule or regulatory authorty, ncludng any applcable Market Rules, wthout pror notce to the Clent The consents for personal nformaton provded to Saxo Captal Markets to be transferred to other enttes, ncludng Saxo Bank or any of ts Assocates, outsde Australa for the purpose of operatng the Clent Account. 23. ANTI-MONEY LAUNDERING 23.1 The Clent agrees that Saxo Captal Markets may delay, block or refuse to process any transacton wthout ncurrng any lablty f Saxo Captal Markets reasonably suspects the transacton: may breach any laws or regulatons n Australa or any other country relevant to the transacton relatng to money launderng, terrorsm fnancng or sanctons rsk; nvolves any person (natural, corporate or governmental) that s tself sanctoned or s connected, drectly or ndrectly, to any person that s sanctoned under economc and trade sanctons mposed by the Australa or any country relevant to the transacton; or may drectly or ndrectly nvolve the proceeds of, or be appled for the purposes of, conduct whch s unlawful n Australa or any other country relevant to the transacton The Clent must provde all nformaton to Saxo Captal Markets whch Saxo Captal Markets reasonably requres n order to meet ts ant money-launderng and counter terrorsm-fnancng requrements or economc and sanctons rsk or to comply wth any laws or regulatons n Australa or any other country relevant to the transacton relatng to money launderng, terrorsm fnancng and sanctons rsk The Clent agrees that Saxo Captal Markets may dsclose any nformaton concernng t to any law enforcement, regulatory agency or court where requred by any such law or regulaton n Australa or any other jursdcton relevant to ths agreement The Clent warrants that, unless t specfes otherwse n a relevant applcaton form, t s actng only on ts own behalf n enterng nto ths agreement and not n any agency, trustee, nomnee or smlar capacty The Clent declares and undertakes to Saxo Captal Markets that the processng of any transacton by Saxo Captal Markets wll not breach any laws or regulatons n Australa or any other country relevant to ths agreement relatng to money-launderng, terrorsm fnancng or trade or economc sanctons. 24. AMENDMENTS 24.1 Saxo Captal Markets s enttled to amend the Terms n favour of the Clent by gvng notce. Changes not n the Clent s favour may take place at any tme by gvng a notce of at least 30 days. The Clent wll be taken to have accepted such changes f they do not, before the proposed date of the change, notfy Saxo Captal Markets that they do not accept them When dealng wth Contract Optons, f a market place on whch the relevant Exchange-traded Fnancal Product s traded or f the Counterparty wth whom Saxo Captal Markets has entered nto a Contract whch s dentcal n all respects to the Contract Opton Saxo Captal Markets has entered nto wth the Clent, take any acton whch affects the Exchange-traded Fnancal Product or the contract Saxo Captal Markets has entered nto wth ts Counterparty, then Saxo Captal Markets may take any such acton wth regard to the relevant Contract Optons whch Saxo Captal Markets n ts reasonable dscreton consders desrable or approprate to correspond wth such acton taken by the market place or Counterparty or to mtgate any loss whch s or may be ncurred by t as a result of such acton. 25. TERMINATION 25.1 These Terms shall reman n force untl termnated n accordance wth ths clause The Clent s enttled to termnate the Clent relatonshp by gvng wrtten notce to Saxo Captal Markets. Saxo Captal Markets s enttled to termnate the Clent relatonshp at any tme. Termnaton shall not affect any accrued rghts and oblgatons On termnaton, Saxo Captal Markets and the Clent undertake to complete all Contracts that are already entered nto or under executon and the Terms shall contnue to bnd both partes n relaton to such transactons. Saxo Captal Markets s enttled to deduct all amounts due to t before transferrng any credt balances on any Account to the Clent and t s enttled to postpone such transferrng untl any and all Contracts between Saxo Captal Markets and the Clent are closed. Furthermore, Saxo Captal Markets s enttled to requre the Clent to pay any charges ncurred n transferrng the Clent s nvestments. 26. COMPLAINTS AND DISPUTES 26.1 In case the Clent has rased a queston or a problem wth the Account executve or another employee of Saxo Captal Verson: 16th March 2015 General Busness Terms 15

17 Markets wthout recevng a satsfactory answer, the Clent s enttled to fle a wrtten or oral complant wth Saxo Captal Markets. Saxo Captal Markets s thereafter oblged to nvestgate the complant promptly and fully In the event the Clent s not satsfed wth the response, the Clent may fle a complant wth the Fnancal Servces Ombudsman Servce. Further detals can be found n Saxo Captal Markets Complants Polcy Wthout prejudce to any of Saxo Captal Markets other rghts under the Terms, n case of a dspute between the Clent and Saxo Captal Markets over a Margn Trade or alleged Margn Trade or any nstructon relatng to a Margn Trade, Saxo Captal Markets s enttled at ts reasonable dscreton and wthout notce to close any such Margn Trade or alleged Margn Trade f Saxo Captal Markets reasonably beleves such acton to be desrable for the purpose of lmtng the maxmum amount nvolved n the dspute. Saxo Captal Markets shall not be responsble to the Clent n connecton wth any subsequent fluctuatons n the level of the relevant Margn Trade. If Saxo Captal Markets closes a Margn Trade under ths Clause such acton shall be wthout prejudce to Saxo Captal Markets rght to contend that such Margn Trade had already been closed by Saxo Captal Markets or was never opened by the Clent. Saxo Captal Markets shall take reasonable steps to nform the Clent that Saxo Captal Markets has taken such acton as soon as practcable after dong so. Where Saxo Captal Markets closes a Margn Trade or alleged Margn Trade n accordance wth ths Clause, the closng shall be wthout prejudce to the Clent s rghts to open a new Margn Trade, provded that such Margn Trade s opened n accordance wth the Terms. When calculatng margn or other funds requred for such Margn Trade, Saxo Captal Markets s enttled to do so on the bass that Saxo Captal Markets vew of the dsputed events or nstructons s correct. 27. GUARANTEE AND INDEMNITY 27.1 The terms of ths clause 27 are ncorporated nto the Deed of Guarantee and Indemnty (ncluded n the applcaton form) and are agreed to by each person who executes a Deed of Guarantee and Indemnty as a guarantor n relaton to the Clent (Guarantor). The Deed of Guarantee and Indemnty refers to and ncorporates by reference ths clause The Guarantor guarantees to Saxo Captal Markets the performance by the Clent of ts oblgatons n relaton to any of the Clent s Accounts or any Contracts traded by or on behalf of the Clent The Guarantor wll ndemnfy and keep ndemnfed Saxo Captal Markets and ts employees, agents and representatves aganst any and all lablty or loss (ncludng any consequental loss or damage suffered by Saxo Captal Markets) arsng from, and any reasonable costs (ncludng any reasonable legal costs and expenses on a solctor and own clent bass), damages, charges and expenses ncurred by Saxo Captal Markets, assocated wth any default (whether by act or omsson) of the Clent to: (a) (b) pay to Saxo Captal Markets any moneys whch are due and payable by the Clent n relaton to any Account; or fulfl any of ts oblgatons to Saxo Captal Markets If there are multple guarantors, the guarantee and ndemnty provded under the Deed of Guarantee and Indemnty are prncpal and contnung several oblgatons of each person who sgns the document as a Guarantor Termnaton of all or any part of an Account, or these Terms wll not be affected n any way by: (a) (b) (c) (d) (e) any partcular crcumstance or waver gven or allowed by Saxo Captal Markets to the beneft of the Clent or a Guarantor; any modfcaton or varaton of an Account or these Terms; any other person sgnng a Deed of Indemnty and Guarantee n relaton to the Clent or gvng any other credt support to Saxo Captal Markets regardng the Clent s oblgatons to Saxo Captal Markets; any change n the consttuton of Saxo Captal Markets or the Clent; or any other thng that would otherwse affect the oblgatons of a Guarantor To the extent permtted by law, the guarantee and ndemnty descrbed n and gven pursuant to ths clause 27 are n addton to and wll not be affected by, any other securty held by Saxo Captal Markets n relaton to the oblgatons of the Clent or the Guarantor Each Guarantor acknowledges that: (a) (b) (c) (d) (e) Saxo Captal Markets may n ts sole dscreton choose to enforce the Deed of Guarantee and Indemnty aganst any one or more Guarantors; the Deed of Guarantee and Indemnty apples to an Account from the tme the Account s opened even f that date s earler than the date of the Deed of Guarantee and Indemnty; t wll take all steps necessary to dscharge ts oblgatons under the Deed of Guarantee and Indemnty and t wll pay on demand from Saxo Captal Markets a sum equal to all moneys due and payable by the Clent to Saxo Captal Markets under the Terms and the amount of Saxo Captal Market s loss suffered or lablty ncurred n relaton to the Clent wthout set-off or counter clam; t has read and understood these Terms; and the Deed of Guarantee and Indemnty s properly and valdly executed To the extent permtted by law, the guarantee and ndemnty descrbed n and gven pursuant to ths clause 27 are n addton to and wll not be affected by, any other securty held by Saxo Captal Markets n relaton to the oblgatons of the Clent or the Guarantor. 28. GOVERNING LAW AND CHOICE OF JURISDICTION 28.1 The Terms are subject to and shall be construed n accordance wth the laws of New South Wales as the sole and exclusve governng law The Clent and Saxo Captal Markets have agreed that the courts of New South Wales shall have exclusve jursdcton and be the sole and exclusve venue n dsputes regardng the Clent relatonshp and the Terms and any and all dealngs between the Clent and Saxo Captal Markets. However, Saxo Captal Markets reserves the rght to commence proceedngs n any competent court and jursdcton that t may fnd sutable, ncludng but not lmted to jursdctons n whch the Clent s a ctzen or resdent and jursdctons n whch the Clent possesses assets Ths Clause shall survve any termnaton of the Clent relatonshp. Verson: 16th March 2015 General Busness Terms 16

18 29. MISCELLANEOUS 29.1 If at any tme any provson of the Terms s or becomes llegal, nvald or unenforceable n any respect under the law of any jursdcton, nether the legalty, valdty or enforceablty of the remanng provsons of the Terms under the law of that jursdcton nor the legalty, valdty or enforceablty of such provson under the law of any other jursdcton shall be n any way affected Saxo Captal Markets shall not be lable to the Clent for any falure, hndrance or delay n performng ts oblgatons under the Terms where such falure, hndrance or delay arses drectly or ndrectly from crcumstances beyond ts reasonable control. Such force majeure events shall nclude wthout lmtaton any techncal dffcultes such as telecommuncatons falures or dsruptons, nonavalablty of Saxo Captal Markets webste e.g. due to mantenance downtme, declared or mmnent war, revolt, cvl unrest, catastrophes of nature, statutory provsons, measures taken by authortes, strkes, lockouts, boycotts, or blockades, notwthstandng that Saxo Captal Markets s a party to the conflct and ncludng cases where only part of Saxo Captal Markets functons are affected by such events If the Clent s combned exposure n one or more margn trades reaches a level whch n case of an adverse market development may lead to a sgnfcant defct not covered by the Clent s Collateral and/or margn wth Saxo Captal Markets, Saxo Captal Markets may n ts reasonable dscreton () ncrease the margn requrements and/or () reduce the Clent s exposure at ts reasonable dscreton closng one or more or all of the Clent s leveraged open postons wthout notce to the Clent. mpar or prevent further or other exercse of such rght, power or remedy; or operate as a waver of such rght, power or remedy No waver of pleadng a default of a clause n the Terms shall (unless expressly agreed n wrtng by the wavng party) be construed as a waver of a future breach of the same clause or as authorsng a contnuaton of the partcular breach By acceptng the Terms on behalf of a corporaton or other legal entty, the person sgnng represents and warrants that he/she s authorsed to act on behalf of such corporaton or legal entty and to bnd the same to the Terms and all oblgatons arsng hereunder. If at a later stage t becomes apparent that the sgnatory was not duly authorsed to bnd the corporaton or legal entty, Saxo Captal Markets wll have the rght to seek resttuton from ths person. Furthermore, the sgnatory shall ndemnfy Saxo Captal Markets aganst all labltes, losses, damages, costs and expenses n relaton to any clams or actons brought aganst Saxo Captal Markets as a result of the sgnatory holdng out to be authorsed to act and bnd any such corporaton or legal entty The Clent shall be able to communcate wth Saxo Captal Markets n Englsh or any other language as Saxo Captal Markets may offer from tme to tme. Saxo Captal Markets may communcate wth the Clent n Englsh or any other language agreed between the partes Furthermore, Saxo Captal Markets s enttled n ts reasonable opnon to determne that an emergency or an exceptonal market condton has occurred. Such condtons shall nclude, but are not lmted to, the suspenson or closure of any market or the abandonment or falure of any event to whch Saxo Captal Markets relates ts quote or the occurrence of an excessve movement n the level of any Margn Trade and/ or underlyng market or Saxo Captal Markets reasonable antcpaton of the occurrence of such a movement. In such cases Saxo Captal Markets may at ts reasonable dscreton ncrease ts margn requrements, reduce the Clent s exposure, close any or all of the Clent s open Margn Trades and/or suspend tradng The Clent may not assgn ts rghts or delegate any of the Clent s oblgatons under the Terms or accordng to any Contract to others whereas Saxo Captal Markets may assgn ts rghts or delegate ts oblgatons to any approprately lcensed fnancal servces provder. If Saxo Captal Markets assgns ts oblgatons t shall notfy the Clent For varous nvestments, nstruments and groups of Clents, Saxo Captal Markets may provde addtonal busness terms. Such busness terms made avalable to Clents shall consttute an addton to the Terms. The Clent should not undertake any transacton unless the busness terms applcable for such nvestment, nstrument or group of Clents have been understood and accepted. Transactons undertaken by the Clent notwthstandng above, shall be deemed as had ths subclause ndeed been compled wth The rghts and remedes contaned n the Terms are cumulatve and not exclusve of any rghts or remedes provded by law No delay or omsson on the part of Saxo Captal Markets n exercsng any rght, power or remedy provded by law or under the Terms, or partal or defectve exercse thereof, shall: Verson: 16th March 2015 General Busness Terms 17

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