CONTRACTS FOR DIFFERENCE TERMS AND CONDITIONS

Transcription

1 A n g l o r a n d D e r i v a t i v e s ( P t y ) L i m i t e d CONTRACTS FOR DIFFERENCE TERMS AND CONDITIONS This document contains terms and conditions, caveats and risk disclosures, and acknowledgements which govern the use of the Anglorand Derivatives (Pty) Limited (hereinafter: ARD ) and the ARTrader Contracts for Difference (CFD) service by clients. ARD reserves the right to alter any and all of these items at any time. By signing the account application form and mandate the client acknowledges the information contained hereto in "Part I - Warning" and "Part III- Risk Disclosure Notice" and agrees to be bound by the provisions of "Part II - Terms and Conditions". Changes to any or all of these parts will be communicated to the client by or as provided for in Part II, clause Such amendments will come into affect five business days after the client is deemed to have received such notice. PART I WARNING i. Investments in contracts for differences (CFD s) can fluctuate in value and you should be aware that you may not realise the initial amount invested and may incur additional liabilities. As investments in CFD s may entail above average risk you should carefully consider whether your financial circumstances permit you to invest and if necessary seek the advice of an independent financial adviser. ii. Past performance should not be taken as a guide to future performance. iii. You are advised that ARD is unable to provide advice as to tax consequences of a particular investment or investment strategy and you are advised to seek professional advice in this respect. iv. CFD trading is not conducted on any futures or stock exchange and is not subject to the rules of any futures or stock exchange. v. ARD would normally only conduct CFD trading with those it considers to be experienced, sophisticated clients. When assessing experience, ARD will rely on the information provided by the Client on the account application form. If there is any material change in the Client's personal circumstances, it is the client's duty to immediately inform ARD of such changes so that ARD may consider the situation. If the occasion arises that ARD has to conduct CFD business with anyone other than a sophisticated client, then such investor's attention is drawn to Part III of this document, "Risk Disclosure Notice". That section sets out certain risks involved with CFD trading but is by no means an exhaustive statement of those risks. By establishing an account with ARD, the client warrants to have read and understood the Risk Disclosure Notice. vi. The client is also responsible for monitoring its own position and knowing when the client is liable to pay margin. The client may telephone or otherwise contact ARD for a general guide of how one succeeds or fails in CFD trading, however it is ultimately the client's sole responsibility to ensure understanding of all these matters. If in doubt, seek professional advice and remember that debts incurred through CFD trading are recoverable at law. vii. All CFD dealings will be on an execution only basis. ARD owes no duty to monitor the size of trading, to close any trade once opened or not to allow a client to over-trade. A client's own judgment must be relied on in deciding to enter into or close a trade. Any statements made to a client by ARTrader shall not constitute a recommendation to enter into or close a trade in any way. viii. The terms and conditions in Part II are made between the client and ARD and apply to all trades between the client and ARD (including any trades placed by another person giving the client's name and account number). PART II TERMS AND CONDITIONS 1 CLIENT ACCOUNTS 1.1 An Account must be opened prior to entering into any investment transaction or trade with ARD. The Client must initial each page and sign the last page of this document (page 15). (a) In order to apply for an Account, a potential client must complete in full and post to ARD the application form available from the website Anglorand.co.za Upon request, ARD will or fax the potential client this form. (b) As part of the application process, ARD requests a certified copy of the prospective Client's passport, or alternative form of government issued identification, and, depending on the place of residence of the applicant, a copy of a utility bill in the potential client's name, proof of banking details or other suitable proof of address. (c) Under no circumstances can orders can be placed until the client's Account has been opened and cleared funds received. (d) ARD reserves the right to refuse anyone's application form in its absolute discretion. 1.2 Account limits may be set and varied from time to time with regard to the Client's status and the amount of funds deposited

2 with ARD. ARD may, in its sole discretion apply a limit to: (a) the size of any Trade(s) or other investment transactions that the Client may enter into; and, (b) the amount of any loss or liability to which the Client may be exposed. 1.3 Margin requirements will be set and varied from time to time at ARD's discretion. Initial Margin Percentages may be changed from time to time by notice to the Client of a Margin Call (including in volatile market conditions or illiquidity of any market) and the new/current Margin and Initial Margin Percentage will be applied to existing open positions as well as new trades. 1.4 ARD will, in its sole discretion, close or terminate the Client's open Trade without notice to the Client immediately upon a failure to honour any Margin Call. Furthermore, if ARD does not close or terminate any such investment transaction but the Client remains in breach of applicable Margin limits, ARD may at any time close or terminate any open Trade; and decline to enter into any further Trades unless a further deposit of funds is received to bring the Client within Account limits. 1.5 After opening an Account, the Client will be designated a unique encrypted Account number, password and pin. It is the responsibility of the Client to keep them in a secure place and confidential. In no circumstances should the Client disclose the password, pin or Account number to any other party. If the Client suspects that any other third party has gained access to the Account number and/or password and/or pin, the Client should contact ARD immediately so that a new account number, password and pin may be allocated. 1.6 With respect to accounts opened on the Internet the Client will also be designated a confidential encrypted password (which under no circumstances should be disclosed to third parties) and which will enable the Client to place orders with ARD on the Internet through the Online Trading Platform, ARTrader. It is the responsibility of the Client to maintain the password in a secure and confidential place. ARD accepts no responsibility for any unauthorised use of the Client's password. 1.7 If ARD opens an Account in the name of two or more persons and allocates a single Account number, each of such persons shall be jointly and severally liable in respect of that Account and ARD shall be entitled to accept instruction from any joint Account holder and act on same without reference to or notification to any other joint Account holder. 2 DEPOSITS 2.1 ARD may in its sole discretion require the deposit of Margin, as a condition of entering into, or maintaining, an investment transaction. 2.2 ARD will only accept deposits by means of electronic transfer, or cheque (cheques require up to 14 Business Days to clear and be available for trading to the Client). Payments to ARD shall be in ZAR only. In the event the applicable paying agent declines to transfer funds to ARD for any reason whatsoever then ARD may treat any investment transaction placed or entered into in reliance upon receipt of the funds as and recover any losses arising from closure or termination of the investment transaction from the Client. 2.3 All payments from the Client's Account back to the Client will be made in ZAR and by electronic transfer only. 2.4 Client may not assign, dispose of, charge or subject to any encumbrance any collateral or money that the Client places with ARD. 2.5 ARD may in its sole discretion place client funds on deposit on Money Markets in order to obtain the best return. Any interest earned will be extracted and distributed to charity as approved by the Shariah Supervisory Board. 3 PLACING OF TRADES 3.1 Order and Trade Procedure A Trade or order may be communicated only using the telephone or on ARTrader. Trades will only be accepted during the business hours of the relevant Exchange. When a Client places a Trade by telephone, it can do so only by talking directly to one of our brokers. All telephone calls are recorded for the purposes of fraud prevention and quality control and by agreeing to these Terms and Conditions the Client agrees to the recording of such telephone conversations. The Client may also access the electronic statement directly via ARTrader. The receipt or non-receipt of this CFD Account statement is not a determination of whether any Trades have been placed that day or if any Trades remain open. The Client is responsible for making inquiry of ARD if a statement is expected but not received. A Trade will only be treated as placed on receipt and acceptance by ARD. 2

3 3.2 General Terms Concerning the Placement of Trades on certain markets the Client may be able to place limit, stop or other orders. No orders are guaranteed and orders may be filled by ARD when it is reasonably able to do so. 3.3 The placement of any Trade or order (which includes opening or closing any position) must comply with the Terms and Conditions both at the time any order is placed and on its execution. ARD is entitled to refuse to accept or fulfill any order if the Terms and Conditions are not complied with. 3.4 The orders a Client places as referred to in clause 3.2 shall:- (a) only be accepted on a basis of "ARTrader Quote"/"Our Quote/Our Ask"; (b) be deemed "good for the day" ("GFTD") unless the Client expressly specifies an expiry date for the order up to 90 days, that it is not an order GFTD; (c) be at levels and on terms acceptable to ARD. 3.5 No extra charge or spread is incurred for orders, except if it is a discretionary managed account, or approved by the Shariah Supervisory Board. 3.6 ARD is not obliged to accept any instructions in relation to orders given in any other manner whatsoever whether via its Website or any other form of communication. 3.7 It is the Client's responsibility specifically and expressly to cancel any order placed which, unless the Client has done so, may be filled by ARD in accordance with this section 3 (irrespective of whether the Client has closed any of its positions or opened any new positions). In the case of stop loss orders if the related Trade is closed by the Client, the stop loss order will be deemed automatically cancelled. 3.8 ARD is not obliged to inform the Client verbally of the "fill" on any order except by a contract note as provided in section "ARD Quote" (also known as "Our Quote/Our Ask") means that (subject to all other provisions of this section 3) the order will be executed when the ARTrader current quote reaches the relevant price or trades through it "Good For The Day" ("GFTD") means that the order in question will be effective until the close of the ARTrader hours for that market as stated in the CFD Market Information section. At that time (and subject as hereinafter provided) the GFTD order will automatically cease to have effect. If, however, the specific order relates to a market that ARD is quoting 24-hours a day, it will be valid until 12 midnight Central Africa Time (or such earlier time as ARD may cease trading) on the day in question whereupon it will automatically cease to have effect Additional provisions relating to orders may be set out from time to time in the CFD Market Information Sheets. Such additional provisions shall be deemed to be part of these Terms and Conditions Verification If the Client is in any doubt whatsoever, due to, but not exclusively, a breakdown in communication leading to a loss of connection between itself and ARD, it is the Client's sole responsibility to contact ARD immediately by telephone in order to obtain clarification as to the validity of any trade. 4 ACCOUNT STATEMENTS AND SETTLEMENTS 4.1 The Client s Account statement is updated automatically on the ARTrader platform. Any realised losses are immediately due and payable by the Client. Payments to the Client will be made on request only. In the event that any payment due is not received within 5 business days the Client indemnifies ARD against any costs or expense (including all legal costs) which ARD may incur, either before or after the commencement of any legal action, to recover the requisite payment as a result of the Client's failure to make payment within the stipulated period. 4.2 Without prejudice to the generality of clause 4.1. herein in the event of the Client's failure to make any payment as and when it becomes due to ARD then ARD may in its sole discretion at any time without notice close or terminate any of the Client's Trades or other investment transactions. ARD may at any time set-off any liabilities owed by ARD to the Client against any amount owed by the Client to ARD. 4.3 ARD may close any open CFD with the Client in the event that: (a) any amount owing by the Client to ARD is not paid when due; or 3

4 (b) any Insolvency Event occurs in relation to the Client. "Insolvency Event" means: (i) (Corporate) the filing of a petition with a tribunal or other procedure commencing legal documents with a court or tribunal competent to adjudicate a bankruptcy or like insolvency procedure, the passing of a resolution or the making of any order for the Client's winding up or dissolution, the making of an administration order, the appointment of a receiver or the sale by an encumbrance of any of the Client's assets, the proposal by the Client of a voluntary bankruptcy arrangement, the making of an arrangement or composition with the Client's creditors generally; (ii) (Personal) the filing of legal documents with a court competent to adjudicate a bankruptcy or like insolvency procedure, the proposal by the Client of an individual voluntary bankruptcy arrangement, the making of an arrangement or composition with the Client's creditors generally, or the making of a bankruptcy order; or (iii) (in either case) the Client's becoming insolvent or otherwise being unable to pay its debts as they fall due, or any act of insolvency or similar or analogous event occurring or action taken in respect of the Client. 4.4 ARD may apply the above rights regardless of profit, loss, exposure or liability of any Account. 4.5 ARD will be entitled to disclose information concerning the Client or the Client's account (including without limitation as to late payment(s)) to any regulator of its business or, to the Client's employer or to any other person ARD accepts as seeking a reference or credit reference in good faith. 4.6 Any query or dispute in respect of any Trade or Order must be raised with ARD as soon as the Client becomes aware of the same and in any event within one Business Day of the posting date of Trade. ARD will not be liable to the Client in respect of any query or dispute notified to it after one Business Day of the Trade date, as the Client must keep itself fully aware of trading positions and Trades placed and the Client agrees that this time period is fair and reasonable. No query with regard to Trades will be entertained unless the Client can provide the time and date of the Trade. In the event that a situation or dispute arises which is not specifically covered by these Terms and Conditions, ARD shall be entitled to construct such rules or further terms in relation to such matter, or otherwise resolve the dispute, on the basis of good faith and fairness and, where appropriate, consistent with other comparable terms and conditions of ARD or their spirit and any applicable or comparable market conventions or practice. 5 MARGIN REQUIREMENTS 5.1 The services outlined may be provided to the Client in respect of margined transactions. This means that adverse market moves may oblige the Client to make additional payments and supplement the amount initially deposited, i.e., satisfy a Margin Call. Margin payments may be provided as discussed in clause 5.4. Funds requested by way of an electronic Margin Call are due immediately and must be received in full by ARD for value not later than 12.00pm on the Business Day following the day of the transaction. The Client should note that ARD will, at its sole discretion, close out the Client's position or part thereof in the event that a Margin Call is not paid and the Client will be liable for any remaining shortfall. 5.2 Margin requests are due immediately and must be received in accordance with clause 5.1 subject to clause 1.5. ARD is nevertheless entitled to allow Clients to trade, or allow open positions to run, notwithstanding that the Client's deposit may be insufficient or already exceeded. The amount of funds a Client may have from time to time on deposit with ARD does not represent the Client's ultimate financial liability with ARD, and Account limits may be changed from time to time without notice to the Client. It is the Client's responsibility, and not ARD's, to monitor Client's open positions and make Margin payments to ARD immediately upon the Margin becoming due, whether or not a Margin Call is made of the Client. Client must inform ARD immediately if Client cannot, or believes it will not be able to, meet a Margin Call when due. ARD is not obliged to make Margin Calls of Client at all or within any specific time period. Margin is not the total extent of client's financial liability to ARD, as Client must make good in accordance with the Terms and Conditions any losses Client suffers and any other payments due hereunder. If Client is in any doubt as to how to calculate Margin requirements, it should telephone ARD for a full definition of this. 5.3 Margin Calls may be made at any time by telephone, mobile phone, telephone answering machine message, voice mail, letter, fax, , SMS or any other means of electronic communication. Therefore the Client must notify ARD immediately and provide alternative contact details to ensure a Margin Call will be met if a Client will not be contactable at the contact details provided, e.g. when the Client is traveling or on holiday. For the avoidance of doubt, any demand ARD makes of the Client may be made by any method of communication. ARD shall be deemed to have made a demand on a Client if it has left a message requesting the Client to contact ARD and the Client has not done so within a reasonable time after ARD have left such message, or if ARD is unable to leave such a message and has used reasonable endeavours to contact the Client. ARD shall not be liable for any failure by it to contact the Client or attempt to contact the Client. 4

5 5.4 ARD is entitled to require payment of Margin of any Client by wire transfer, or any other method of immediate/electronic funds transfer acceptable to ARD. Cheques are not permitted for Margin payments. Only net receipt of funds after any bank charges, which relate to the transfer, will be credited as paid. 6 AGGREGATION OF ORDERS ARD may decide to combine the Client's orders with its own orders, orders of associated companies and persons connected with ARD and orders of other clients. By combining the Client's orders with those of other clients, ARD must reasonably believe that it will obtain a more favourable price than if an order had been executed separately. However, ARD makes no warranty that what it reasonably believes will occur shall in fact occur and on occasions aggregation may result in the Client obtaining a less favourable price. 7 CHARGES The charges payable by the Client until further notice shall be governed by section 8 of these Terms and Conditions. Written notice may be sent to the Client from time to time or on the CFD Market Information Sheets concerning fees. 8 PAYMENTS & FEES 8.1 Commencing on the first Business Day after the parties have entered into the CFD and on each Business Day thereafter during the term of the CFD, ARD will determine the Contract Value thereof. (a) If, on any Business Day during the term of the CFD, the current Contract Value exceeds the preceding Business Day Contract Value, then the difference shall be paid to the Client by ARD. (b) If, on any Business Day during the term of the CFD, the preceding Business Day's Contract Value exceeds the current Contact Value, then the Client shall pay ARD the difference. 8.2 In addition to the payments to be made under clause 8.1 hereof, the following payment shall be made by the Client: (a) The Client shall pay the Initial Margin Percentage multiplied by the Contract Value to ARD on the first Business Day of the term of the CFD: (b) On each Business Day during the term of CFD: (i) if the Contract Value is higher than the preceding Business Day's Contract Value, the Client shall pay to ARD the amount of such increase multiplied by the Initial Margin Percentage; (ii) if the Contract Value is lower than the preceding Business Day s Contract Value, ARD shall pay to the Client the amount of such increase multiplied by the Initial Margin Percentage. 8.3 ARD will calculate the CFD cost and securities holding cost as follows: Contract Value x (PRIME +/- Borrowing Spread/Lending Spread) x number of days/365. The Client shall pay to ARD a CFD cost and securities holding cost on any sum due in respect of any CFD which the Client fails to pay on the due date; any such CFD cost and securities holding cost shall be calculated by ARD on a day-to-day basis from the date on which the sum fell due until the date on which such sum are paid in full and shall be payable to ARD by the Client on demand. 8.4 On the same Business Day after the parties have entered into a CFD, the Client shall pay to ARD the commission fee, if any, as set out in the Account opening letter in respect thereof. 8.5 Any dividend attributable to the Security, which is the subject of the CFD, shall be paid to the Client. In the event that ARD determines in its sole discretion that there has been any change in, or any change in the interpretation or application by any court, governmental or other competent authority of, any applicable law or regulation which has the effect of reducing or increasing the amount of the ordinary cash dividend per Security actually paid to the applicable tax-resident holder of a Security, ARD may vary the dividend payment with immediate effect by notice in writing to the Client. 9 OPENING AND CLOSING OF CFD TRADES 9.1 ARD will open and close CFDs under these Terms and Conditions within the Business Day. 9.2 On any Business Day on which a party wishes to close any CFD (whether in whole or in part) such party will give Closing Notice to the other party of that fact, specifying the CFD, and the Contract Quantity or Volume. 9.3 Any such notice which is served by the Client shall take immediate effect subject to prevailing market conditions. 9.4 Any such notice which is served by ARD in accordance with the Terms and Conditions shall take effect two Business Days following the giving of the notice. 5

6 10 ORDER NETTING PROVISIONS 10.1 All transactions between the Client and ARD will be entered into in consideration of each other and constitute a single contract between ARD and the Client. If ARD exercises any rights of combination consolidation and/or set off pursuant to clause 10.2, it may also, at the same time, without notice to the Client and in its absolute discretion, combine, consolidate and/or set off any or all open positions which shall be or shall be deemed to be immediately closed as it reasonably sees fit and accordingly the rights contained in clause 10.2 shall apply to all open positions Without prejudice to any other rights and remedies available to ARD (at law, equity or pursuant to these Terms and Conditions), ARD reserves the right, at any time, from time to time, in its absolute discretion and without notice to the Client to combine and consolidate any or all of a Client's Account(s) (of whatever nature or type a Client holds with ARD)) and positive and negative exposures and/or to set off all of the Client's Account balances, cash deposits, realised profits, profits on open positions and any other amounts of whatsoever nature which may be due or payable from ARD to the Client (of whatsoever nature and howsoever and whenever arising) against all costs, expenses, charges, realised losses, Margin, negative positions and any and all other liabilities and amounts (of whatsoever nature and howsoever and whenever arising) owed by the Client to ARD. If ARD exercises such rights of combination consolidation and/or setoff, all obligations for payment in respect of all the foregoing will be cancelled and simultaneously replaced by a single obligation to pay a net sum of cash to ARD or (if a net amount is payable to the Client) to the Client. 11 CORPORATE ACTIONS, ADJUSTMENT, TAKE-OVER OFFERS & SUSPENSION 11.1 If any Security upon which a CFD is based becomes subject to possible adjustments as the result of any of the events set out in clause 11.2 below, ARD shall determine the appropriate adjustment, if any, to be made to the Contract Value of that Security and/or the related CFD quantity to account for the dilutive or concentrative effect necessary to preserve the economic equivalent prior to that event, to be effective as of the date determined by ARD The events to which clause 11.1 refers are the declaration(s) by the issuer of the Security of the terms of any of the following: (a) a subdivision, consolidation or reclassification of shares, or a free distribution of shares to existing holders by way of bonus, capitalisation or similar issue; (b) a distribution to existing holders of the underlying shares of additional shares, other share capital or securities granting the right to payment of dividends and/or proceeds of liquidation of the issuer equal proportionately with such payments to holders of the underlying shares, or securities, rights or warrants granting the right to a distribution of shares or to purchase, subscribe, or receive shares, in any case for payment (in cash or otherwise) at less than the prevailing marker price per share as determined by ARD; (c) any event in respect of the shares analogous to any of the foregoing events or otherwise having a dilutive or concentrative effect on the market value of the shares ARD shall determine any adjustment or amendment of the Contract Value and the Contract Quantity under this section 11 and its reasonable determination shall be conclusive and binding on the Client. Notice of any adjustment or amendment under this section 11 shall be given to the Client as soon as reasonably practicable after the determination thereof If at any time a take-over is made in respect of a Security, then at any time prior to the closing date of such offer, ARD may give notice to the Client of its intention to close the CFD. The date of such notice will be the Closing Date and the provisions relating to contract closing shall apply and the Closing Price shall be such price as is notified by ARD to the Client Reference to "offer", "take-over" and "closing date" in this section shall have the meaning given to them by law, or in absence of such, as otherwise commonly used as legal terms in ARD's jurisdiction of incorporation If at any time trading on any Exchange is suspended in any Security which forms the referential subject of a CFD, then the Contract Value shall be the Contract Value at the time of suspension. In the event that the aforesaid suspension continues for five Business Days, ARD and the Client may agree a Closing Date and a Contract Value between them, which price shall be the Closing Value of the said CFD. In the absence of such agreement, the CFD shall remain open until such time as the aforesaid suspension is terminated or until the company in which the Security is a share goes into insolvency or is otherwise dissolved. ARD reserves the right at all times during the term of a CFD whose subject is suspended to revalue such CFD at its absolute discretion. 6

7 11.7 If a company whose Security represents all or part of the referential subject matter of a CFD goes into insolvency or is otherwise dissolved, the day on which the said company goes into insolvency or is otherwise dissolved shall be the Closing Date. The Closing Price shall be the value of any distribution a shareholder holding a Security of the same type as the Security that is the referential subject of the CFD would receive. 12 CFD MARKET INFORMATION SHEETS 12.1 The CFD Market Information Sheets form part of these Terms and Conditions and are hereby incorporated by reference. The CFD Market Information Sheets set out various matters relevant to trades which may include (a) minimum and maximum trade sizes (b) ARD buy and sell spreads (c) Initial Margin Percentages and other provisions relating to same (d) ARD trading hours (e) list of certain available markets/exchanges and (f) other matters relevant to certain Trades and markets. The CFD Market Information Sheets are correct as at the date of first publication. ARD reserves the right to amend, vary, add to, remove from and from time to time replace the CFD Market Information Sheets and any and all information set out therein by notice to the Client. It is the Client's responsibility to ensure that it has the up to date information. ARD will notify of changes to and/or replacements of the CFD Market Information Sheets (and any and all information contained therein) through any of the following methods (as ARD determines): in electronic statements sent to the Client, in ARD's online newsletters, by new issues of the CFD Market Information Sheets, via placement on the Anglorand.co.za website, by the telephone, or by any of the methods otherwise referred to in clause ARD has the right to vary all charges with or without notice to the Client especially in, but not limited to, volatile market conditions and/or illiquidity of the underlying market(s). Current charges will be quoted to the Client on request ARD reserves the right to create (and thereafter vary or replace) rules/terms and conditions in respect of Trades on any particular market. ARD will notify the Client of such rules/terms and conditions (and any variation and/or replacement of the same) by any of the methods referred to in clause CLIENT STATUS AND WARRANTIES 13.1 Any eventual change to the details supplied on the Client's application form must be immediately notified to ARD in writing The Client represents and warrants to ARD, and agrees that each such representation and warranty is deemed repeated each time the Client makes a Trade that: (a) the information the Client provided to ARD in its application form and at any time thereafter is true and accurate in all material respects; (b) the Client is over 18 years old and is duly authorised to execute and deliver these Terms and Conditions, to enter each Trade and to perform its obligations hereunder and there under and taken all necessary action to authorise the same (including any necessary governmental authorisations), and the execution and delivery of these Terms and Conditions and entry into any Trade or performance of any obligation hereunder will not violate any law, ordinance, charter, bylaw, articles or memorandum of association relevant to the Client; (c) the Client acts as principal and any person representing the Client in opening a Trade will have been, and (if the Client is not an individual) the person signing the application form on its behalf is, duly authorised to do so on the Client's behalf; and, (d) to the extent the Client is not resident in the relevant ARD entity's jurisdiction of incorporation, the Client is solely responsible for ascertaining whether it is lawful under applicable laws of the jurisdiction of the Client's residence to place trades with ARD. 14 MANIFEST ERROR 14.1 A "Manifest Error" means a manifest or obvious misquote by ARD having regard to the current market conditions at the time a Trade is placed. ARD, for this purpose, may take into account all information in its possession including, without limitation, information concerning all relevant market conditions, any error in, or lack of clarity of, any information source or pronunciation ARD will, when making a determination as to whether a situation amounts to a Manifest Error, act fairly towards the Client but the fact that the Client may have entered into, or refrained from entering into, a corresponding financial commitment, contract or Trade in reliance on a Trade placed with ARD (or that the Client has suffered or may suffer any consequential or indirect loss) shall not be taken into account by ARD in determining whether there has been a Manifest Error. ARD reserves the right to void ab initio any Trade deriving from a Manifest Error or to amend the details of such a Trade to reflect what ARD considers in its sole discretion, acting in good faith, to be the correct or fair details of such a Trade absent such Manifest Error(s) ARD shall in no circumstances, except fraud, be liable to the Client for any loss, cost, claim, demand or expenses the Client 7

8 suffers (including an indirect or consequential losses) resulting from a Manifest Error. 15 FORCE MAJEURE 15.1 ARD may in its reasonable opinion determine that an emergency or exceptional market condition exists (a "Force Majeure Event"), including but not limited to: (a) any act, event or occurrence (including without limitation any strike riot or civil commotion, terrorist attack, interruption of power supply or electronic, communication or information system) which in ARD's opinion prevents ARD from maintaining an orderly market in one or more of the Securities in respect of which ARD ordinarily accept Trades; (b) the suspension or closure of any market or the abandonment or failure of any event upon which ARD bases, or to which ARD may relate, its quotes, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event; or, (c) the occurrence of an excessive movement in the level of, or the excessive loss of liquidity in any of, the products offered by ARD and/or any corresponding market or ARD's reasonable anticipation of the occurrence of the same If ARD determines that a Force Majeure Event exists then ARD may in its absolute discretion (without prejudice with any other rights it may (otherwise) have): (a) increase deposit and/or Margin requirements and/or amend the Client's Account limits; (b) close any or all open Trades and cancel any orders and fill stop loss orders, in each case at such level as ARD considers in good faith to be appropriate in all the circumstances, and, in the absence of fraud or bad faith, ARD shall not be liable to the Client for any losses or lack of profit the Client may suffer by reason thereof; (c) suspend or modify the application of any or all of these Terms and Conditions to the extent that it is impossible or impractical for ARD to comply with them; (d) alter the trading times for a particular investment product; and, (e) take or omit to take all such other actions as ARD deems appropriate in the circumstance to protect it and its clients as a whole. 16 INFORMATION & INTELLECTUAL PROPERTY The Client acknowledges and agrees: 16.1 The copyrights, trademarks, service marks and all other intellectual property or other rights thereto in any information distributed to or received by the Client whether sent by or on behalf of ARD by any means whatsoever (including but not limited to by Internet electronic communication or mobile phone), together with any advertising media, Website or other material connected to ARD's CFD trading service (ARTrader) hereunder and in any databases that contain or constitute the information, shall remain the sole and exclusive property of ARD; 16.2 The Client shall not permit or facilitate, and shall take steps to prevent any sale, re-distribution, dissemination, republication or redisplay of the information referred to in clause 16.1, however received, to any third party. 17 UNSOLICITED CONTACT The Client authorises ARD to telephone or otherwise contact the Client at any time whatsoever in order to discuss any aspect of ARD s or its associated companies' business. 18 TERMINATIONS Either party may terminate the Client's relationship with ARD on written notice to the other without prejudice to accrued rights and remedies and the existence and enforceability of any open Trades, which shall continue until closed in accordance with these Terms and Conditions. 19 WAIVERS 19.1 ARD is entitled to waive or relax any of these Terms and Conditions from time to time without notice to the Client. No failure or delay or relaxation by ARD of these Terms and Conditions shall operate as a general waiver of the relevant term, condition, right or power and no partial or single exercise of any term, condition, right or power shall preclude any other or further exercise of some or any of ARD's other rights and remedies against the Client. In particular, not without limitation, where these Terms and Conditions specify certain limits or parameters to the Client trading activities/margin requirements, ARD shall be entitled from time to time and with or without notice to the Client to allow the Client to breach such limits. 8

9 19.2 The Terms and Conditions set out herein (and in any other document incorporated by reference, e.g., the CFD Market Information Sheets) shall constitute the whole agreement between the parties save as otherwise expressly agreed in writing. 20 DEFAULTS 20.1 The Client is warned that, if at any time: (a) the Client has not provided any deposit, Margin or other payment due in respect of any Client CFD by the close of business on the Business Day of the demand, or has failed to comply with a request made by ARD within two Business Days of such request; or (b) the Client has failed: (i) to pay any sum due under the Client CFD and/or these Terms and Conditions at or by the time such payment is due; (ii) to observe or perform any of the other provisions of the Client CFD or these Terms and Conditions; or (c) the Client has not, within two Business Days of ARD requesting the Client to do so, liquidated any debit balance on any of the Client's Account(s) with ARD; or (d) the Client dies or a bankruptcy application is presented in respect of it (or other proceeding regarding insolvency or other obligations to creditors is initiated), or, if a partnership, in respect of one or more of the partners, or if a company, a receiver, trustee administrative receiver or similar officer is appointed of its undertaking in respect to the Client (or any act analogous to any of those events occurs in any of the jurisdictions in which the Client is incorporated or resident); or (e) an application (or other applicable action is initiated) is presented for the winding up of the Client; or (f) an order is made or a resolution is passed for the winding up of the Client (other than for the purposes of a bona fide reconstruction or amalgamation); or (g) the Client convenes a meeting for the purpose of making or proposing or entering into any arrangement or composition for the benefit of its creditors (other than for the purposes of a bona fide reconstruction or amalgamation); or (h) any distress, execution, or other process is levied against any property of the Client and is not removed, discharged or paid within seven days; or (i) any security created by any mortgage or the charge takes steps to enforce the security; or (j) any indebtedness of the Client or any of its subsidiaries or related companies becomes immediately due and payable, or capable of being declared so due and payable, prior to its stated maturity by reason of default on the part of any person, or the Client (or any of its subsidiaries or related companies) fails to discharge any indebtedness on its due date whether to ARD or not (other than a liability which the Client (or any of its subsidiaries or related companies) is then contesting in good faith); or (k) the Client commits any breach of any representation or warranty made to, or any covenant entered into by the Client with ARD for the purposes of entering into a CFD; or (l) the Client commits any breach of these Terms and Conditions; or (m) where ARD considers it necessary or desirable for its own protection; then ARD may, without prejudicing any other rights it might have, take any one or more of the steps set out in sections 21 to 23, except that in the case of an event of a kind specified in subclause (g) above, the effect will be that all open CFDs will be automatically settled under sub-clause 21.6(a) Any act effected in connection with or pursuant to a CFD by ARD at a time at which any of the events specified in subclauses 20.1(a) to (m), inclusive above has occurred (whether or not ARD has knowledge thereof) shall be entirely without prejudice to ARD's right to refuse any further performance thereafter, and shall not in any circumstances be considered as a waiver of that right or as a waiver of any other rights of ARD should any such event have occurred. 21 CONSEQUENCES OF DEFAULT 21.1 If any of the events of default specified in section 20 (except for the event of default specified in subclause (f) of clause 20.1) occurs, ARD shall be entitled in its discretion and with or without prior notice to the Client to do any of the following: (a) to close out in accordance with clause 21.2 all or any open CFDs of the Client with ARD notwithstanding that any fixed date for the closing of all or any of the CFDs may not have arrived; or (b) to invoice back in accordance with clause 21.3 all or part of any property standing to the credit or debit of the Client in any Account with ARD; or (c) to realise in accordance with clause 21.4 or to sub-pledge any securities or other assets of the Client held by ARD; or (d) to call any guarantee or indemnity provided by or on behalf of the Client. ARD shall not lose any of its rights under this clause by reason of any delay on its part in the exercise thereof, but in no circumstance shall ARD be under any obligation under these clauses to exercise any such right or, if it does exercise any such right, to do so at a time or in a manner beneficial to the Client. ARD may at its absolute discretion close out a Client's CFDs either on a single or collective basis. 9

10 21.2 Where ARD exercises its right under sub-clause 21.1(a) to close out an open CFD the closing out shall be effected by ARD making a matching but opposite CFD with the Client for an amount of collateral equal to the amount being bought or sold under the CFD being closed out. The amounts payable under the CFD being closed out and the matching CFD shall then be netted off and the only obligation thereafter of either ARD or the Client in respect of the closed out CFD and the matching CFD shall be the obligation of ARD or the obligation of the Client, as the case may be, immediately to pay the net amount together always in Client's case with any commissions and charges due. The price of the matching CFD shall be the price obtained or which could have been obtained by ARD on the relevant Exchange for delivery of the property at the same time as delivery is due under the underperformed CFD on the day when ARD chooses to effect the relevant closing out. ARD shall be entitled to choose the time of closing out at its absolute discretion Where ARD exercises its right under sub-clause 21.1(b) to invoice back collateral due to be delivered or transferred by or to the Client or standing to the debit or credit of the Client in the books of ARD, ARD may commute the obligation of ARD or the Client (as the case may be) to make delivery of, or transfer property, into an obligation to pay an amount which is due from the Client to ARD or vice versa, equal to the market value (as determined by ARD in its absolute discretion) as at the date when ARD chooses to effect the relevant invoicing back. ARD shall be entitled to choose the time of the invoicing back at its absolute discretion Where ARD exercises its right under sub-clause 21.1(c) to realise any securities or other assets of the Client held by ARD, ARD shall be entitled to sell or purchase those securities or assets at the market price (as determined by ARD in its absolute discretion) at the time the sale or purchase takes place. ARD shall have the right to choose the time, place and method of such sale or purchase at its absolute discretion. Any costs of sale shall be borne by the Client If any of the events of default specified in: (a) sub-clauses (a) to (m) of clause 20.1 occurs, ARD may by notice in writing to the Client (or as otherwise provided in clause 24.1) require settlement of all open CFDs to take place in accordance with clause 21.6 below on the settlement date which, for this purpose, shall be the date on which notice is given; (b) sub-clause (f) of clause 20.1 occurs, ARD and the Client shall automatically become obliged to settle all open CFDs in accordance with clause 21.6 below on the settlement date which, for this purpose, shall be the first Business Day after the date of the order or resolution referred to in that sub-clause (f) Where settlement of all Client CFDs is to be made under clause 21.5 sub-clauses (a) or (b) above, no further payments shall be made in respect of any open Client CFD maturing on or after the settlement date. Furthermore, each open Client CFD shall immediately be settled by establishing the settlement amount in respect of that Client and by discharging the settlement amount and payment in the manner specified in clause 21.7 below The settlement amount in respect of each open Client CFD shall be calculated by ARD (whose calculation shall, in the absence of Manifest Error, be conclusive) as the difference between: (a) the value of the open CFD at the Closing Price; and (b) its value on the settlement date, as determined by ARD in its discretion, having due regard to, among other prices, official settlement prices set by the relevant Exchange or its clearing house (if any). In the case of an open Client CFD under which the Client is a buyer, the settlement amount shall be the value of the Client CFD on the settlement date, calculated as aforesaid. In the case of an open CFD under which the Client is a buyer, the settlement amount calculated as above shall be positive if the value under sub-clause (a) is lower than the value under sub-clause (b) and negative if it is higher than the value under subclause (b). In the case of an open Client CFD under which the Client is a seller, the settlement amount shall be negative if the value under sub- clause (a) is lower than the value under sub-clause (b) and positive if it is higher than the value under subclause (b) If the settlement amount calculated under clause 21.7 above is positive, the Client shall be entitled to receive the settlement amount. If the settlement amount is negative, the Client shall pay the settlement amount to ARD on demand ARD and the Client agree that the settlement amount payable under this section represents a reasonable pre-estimate of the loss which would have been suffered as a result of the occurrence of events specified in sub-clauses (d), (e) or (f) of clause 20 and is not a penalty. No proof of evidence of actual loss may be required in respect of the settlement amount The Client shall give ARD notice of an event specified in sub-clauses (d), (e) or (f) of clause 20.1 as soon as it becomes aware of its occurrence The procedures, terms and conditions contained in this section 21 pertain where there is a default of section 20 only. Other 10

11 settlement procedures contained in these Terms and Conditions apply in all other instances. 22 INDEMNITIES The Client will indemnify ARD and keep ARD indemnified on demand in respect of all liabilities, costs, claims, demands and expenses of any nature whatsoever which ARD suffers, or incurs, as a direct or indirect result of any failure by the Client to perform any of the Client's obligations under these Terms and Conditions including under any Trade. 23 TAX LIABILITIES The Client is responsible for all taxes that may arise in relation to its CFD trading activity, whether under current or changed law or practice. ARD shall not be responsible for notifying the Client of a change in tax law or practice. ARD only will advise its clients to seek professional advice on its personal tax situation. 24 NOTICES 24.1 Any notice from ARD (including without limitation any demand or statement or Margin Call) made under or in connection with these Terms and Conditions may be verbal or in writing in notices or other communications to the Client's last known home address, place of work, telephone number (including a telephone answering machine), mobile phone (including answer phone), fax number, address or other contact details. Margin Calls, if made, will usually be made verbally Any notice shall be deemed to have been duly given when received or given as follows, whichever is the earlier: (a) when left at the Client's last known home or work address; (b) if given by leaving a telephone or mobile phone answering machine message or voice mail message, one hour after the message being left on the relevant medium; (c) if sent by post, in the ordinary course of the post and in any event on the next day (or third day in the case of air mail after posting (excluding Sundays and public holidays) (d) if sent by , one hour after sending, provided no "not sent" or "not received" message is received from the relevant e- mail provider(s). (e) if sent by SMS to the Client's mobile phone, as soon as the "message sent" or like confirmation is provided by the mobile phone network. 25 GOVERNING LAW The Terms and Conditions and all business transactions between ARD and the Client shall be governed by, and shall be construed in accordance with, the laws of the Republic of South Africa. 26 MARKET ABUSE 26.1 ARD will frequently hedge its liability to the Client by opening analogous positions with other institutions. The results of its doing this is that when the Client trades CFDs on shares or other Securities with ARD, these Trades can through hedging exert a distorting influence on the underlying market for that share, in addition to the impact it might have on ARD's own prices. This creates a possibility of market abuse and the function of this section is to prevent such abuse. The Client now represents and warrants to ARD and agrees that each such representation and warranty is deemed repeated each time the Client opens and closes a Trade that: (a) the Client will not place and have not placed a Trade(s) with ARD relating to a particular share price if to do so would result in the Client, or others with whom it is acting in concert together, having an exposure to that share price which is equal to or exceeding the amount of a declarable interest in the relevant company. For this purpose the level of declarable interest shall be the prevailing level at the material time, set by the Exchange(s) upon which the underlying share is listed; and (b) the Client will not place and have not placed a Trade in connection with: (i) a placing, issue, distribution or other analogous event; or (ii) an offer, take-over, merger or analogous event in which the Client is involved or otherwise interested whether directly or indirectly. (c) the Client will not place or have not placed a Trade that contravenes any primary or secondary legislation or other law against insider trading. For the purposes of this section the Client agrees that ARD may proceed on the basis that when the Client opens or closes a Trade with ARD, the Client may be treated and deemed as dealing in securities within the meaning of applicable anti fraud provisions of the jurisdiction of the underlying security and/or of incorporation of ARD and any other jurisdiction which may be able legally to act in persona against the Client and/or ARD on the basis of contravention of such anti fraud provisions In the event that: 11

12 (i) the Client places any Trade in breach of the representations and warranties given in clause 26.1 above, (ii) or ARD has grounds for suspecting that the Client has done so, ARD may, in its absolute discretion and without being under any obligation to inform the Client of its reason for doing so, close that Trade and any other Trades that the Client may have open at the time. Furthermore, also in its absolute discretion, ARD may: (a) enforce the Trade(s) against the Client if it is a Trade(s) under which the Client has a loss position; or (b) where the Client has gained a profit, treat the Trade(s) closed as void pursuant to this section, unless and until the Client produces conclusive evidence that it has in fact not committed the breach of warranty and/or misrepresentation the suspicion of which was the ground for closing the Trade(s). For the avoidance of doubt, if the Client does not produce such evidence within the period of six months of the closing of the trade, all such Trades will be finally null and void as between the Client and ARD The Client acknowledges that ARD may not transfer voting rights relating to an underlying Security to the Client, or otherwise allow it to influence the exercise of voting rights held by ARD or on ARD's behalf The Client acknowledges that CFD trades are speculative instruments and the Client agrees that it will not enter into any CFD trades with ARD in connection with any corporate finance style activity. 12

13 PART III RISK DISCLOSURE NOTICE An investor should not deal in derivatives unless it understands the nature of the contract being entering into and the attendant extent of exposure to risk. An investor should also be satisfied that the contract is suitable for it in the light of its own circumstances and financial position. Whilst derivative instruments can be used for the management of risk, some investments are unsuitable for many investors. Different instruments involve different levels of exposure to risk, and in deciding whether to trade in such instruments an investor should be aware of the following points. This notice, however, does not disclose all of the risks and other significant aspects of derivative products such as contracts for differences. 1. CONTRACTS FOR DIFFERENCES Contracts for differences can be written on any index, share, currency and commodity. However unlike other investment products such as futures and options, these contracts can only be settled in cash and are traded over the counter. They carry a very high degree of risk. The leverage often obtainable in contracts for differences trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small market movement can lead to a proportionately much larger movement in the value of an investor's investment, and this can work against as well as for an investor. Contracts for differences may have to be margined, and the investor should be aware of the implications of this, which are set out in paragraph (3) below. Transactions in contracts for differences may also have a contingent liability and the investor should be aware of the implications of this as set out in paragraph (3) below. 2. CONTINGENT LIABILITY TRANSACTIONS Contingent liability transactions, which are margined, require the investor to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If an investor trades in contracts for differences it may sustain a total loss of the margin deposited with its dealer to establish or maintain a position. If the market moves against the investor, it may be called upon to pay substantial additional margin at short notice to maintain the position. If the investor fails to do so within the time required, its position may be liquidated at a loss and the investor will be liable for any resulting deficit even if the transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when entering into the contract. Contingent liability transactions, which are not traded on or under the rules of a recognised or designated investment exchange, may expose the investor to substantially greater risks. 3. COLLATERAL If the investor deposits collateral as security with its dealer, the investor should ascertain from the dealer how collateral will be dealt with. Deposited collateral may lose its identity as the investor's property once it undertakes in dealings on its behalf. Even if the dealings should ultimately prove profitable, the investor may not get back the same assets as deposited and may have to accept payment in cash. 4. TRANSACTION COSTS Before an investor begins to trade, he/she should obtain details of all transactional and other charges associated with opening and closing a contingent liability transaction for which the investor will be liable. If any charges are not expressed in money terms (but, for example, as a trading spread), the investor should obtain a clear explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. 5. SUSPENSION OF TRADING Under certain trading or market conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that trading is suspended or restricted. Placing a stop-loss order will not necessarily limit an investor's losses to the intended amounts, because market conditions may make it impossible to execute an order at the stipulated price. 13

14 CONTRACTS FOR DIFFERENCE TERMS AND CONDITIONS GLOSSARY APPLICABLE TO PART II OF THE MANDATE Account: An Account in the name of the client, for the purpose of trading CFDs with ARD Anglorand Derivatives (Pty) Limited: A company registered under the laws of the Republic of South Africa, registration number 1994/001896/07 ARTrader: The electronic trading platform for ARD Business Day: A relevant Exchange dealing day when the relevant market is open CFD: A Contract for Difference. A Contract for Difference is an agreement between two parties to exchange the difference between the opening price and the closing price of the contract, at the close of the contract, multiplied by the number of units of the underlying commodity specified within the contract CFD Cost: The cost for ARD to execute and hold the CFD on behalf of the client CFD Market Information: Informational sheets relating to CFDs written by ARD as may be amended and/or replaced occasionally, as referred to in Section 12 Client Sheets: An entity, corporation or individual who submits an application for a trading account with ARD and such application is approved by ARD Closing Notice: The notice given one party to another to close out any CFD Close of Business: The closing time of the relevant trading Exchange on a given Business Day Closing Price: The CFD price at the time of the Closing Notice Closing Value: The Contract Quantity multiplied by the Closing Price Contract Quantity: The quantity in which the CFD relates to Contract Settlement Date: The date on which the CFD is closed Contract Value: The CFD price multiplied by the Contract Quantity Exchange: The Exchange where the CFD s underlying Security has its primary listing Ex-dividend Date: Known as the reinvestment date, is a finance term referring to the first day of the exdividend period Force Majeure Event: As defined in clause 15.1 Initial Margin Percentage: A specified percentage of the value of an underlying Security Insolvency Event: As defined in clause 4.3 (b) Manifest Error: As defined in clause 14.1 Margin: Funds as other collateral as security for payment of any losses the Client may incur Margin Call: This occurs when the value of the assets the Client puts in, drops below an agreed 14

15 lending ratio. If the underlying Security price falls below the agreed limits you are asked to put more money to bring the value back up to the agreed ratio Security: Securities Holding Cost: Terms and Conditions: Trade: Website: Registered share or any other financial instrument currently listed on a recognised exchange The cost for ARD to hold the underlying security on behalf of the client Part II of the document containing ARD caveats, terms and conditions and risk disclosure notice respectively Any transaction involving the opening or closing of a position by a Client in respect of a financial instrument offered by ARD. CLIENT ACCEPTANCE By your signature of this agreement you acknowledge that you have read, understood and accepted the terms and conditions of this mandate. Signed at on this the day of 20 CLIENT SIGNATURE WITNESS Who warrants his authority to sign this Agreement Signed at on this the day of 20 FOR ANGLORAND DERIVATIVES (PTY) LIMITED Who warrants his authority to sign this Agreement WITNESS 15