Client Service Agreement

Client Service Agreement

 

TERMS AND CONDITIONS 

 

Article 1 Overview

This Client Service Agreement governs the relationship between the Client and Tiger Fintech (NZ) Limited (“TFNZ”), which operates as part of Tiger Group. “Tiger Group” hereinafter refers to TFNZ and its affiliates as the context permits. Prior to use of TFNZ’s platform service, Client should carefully read this Agreement. By using the Services the Client agrees to be bound by this Agreement. Capitalised terms used in this Agreement have the meaning given to them in Article 33. 

 

Article 2 Trading Risks 

As is common with investments of all kinds, trading Financial Products has certain risks. There is the potential and possibility of loss when investing in Financial Products. The historical data of any Financial Products cannot guarantee its future performance or return. Client’s gain or loss cannot be assured especially during a market downturn. Client should obtain full knowledge and understanding of the relevant risks of Financial Products transactions, when they are considering whether Financial Products are appropriate for their investment objectives. Before opening an account, Client should make an objective judgment and discretionary decision on their investment objectives and the investment amount to be traded from the standpoint of a reasonable person, based on their economic strength, source of funds and risk tolerance.

The directors, employees and agents of TFNZ and its related parties do not ensure the authenticity, sufficiency, timeliness, reliability, completeness and effectiveness of any information relating to Financial Products transactions in any explicit or implied way. The information, data and materials provided by TFNZ are only for reference. Client should recognize and accept that transactions made through the TFNZ platform cannot be free from risks. The risks arising from trading are borne by Client. To the maximum extent permitted by law, TFNZ will not be held responsible for Client’s investment risk and any losses which are incurred.

 

Article 3 Non-provision of Advice on Investment, Taxation or Transaction

TFNZ’s representatives or employees are not authorized to provide investment, financial, tax or trading advice or to solicit orders. No content of TFNZ’s website, product, community and communication group is a recommendation or solicitation to buy or sell Financial Products or other investments and should not be interpreted in this way.

 

Article 4 Opening an Account

Client authorizes TFNZ to open and keep one or multiple accounts in their name according to their instructions hereof.

4.1 Client’s Qualifications

4.1.1 Client should be a qualified investor who meets the requirements provided by the laws and regulations relating to transaction hereof (but TFNZ has no obligation to verify that the Client is a qualified investor and no responsibility for any Losses Client may incur because the Client is unqualified):

4.1.1.1 Natural person: Client is over 18 years old, has full capacity for civil rights and civil conduct, and has sufficient knowledge and experience to understand the nature and risks of the Financial Product to be traded.

4.1.1.2 Corporate organization: Client has the status of a legal person and has full capacity for civil rights and civil liabilities. The person who plans to open an account is the legal representative of the corporate organization or has the legal and effective authorization granted by the legal person. The person who plans to enter an order has the legal and effective authorization granted by the legal person and is equipped with sufficient knowledge and experience to understand the nature and risks of the product to be traded.

4.1.1.3 Trust

i. Client refers to the trustee. In accordance with the trust documents and existing laws, the trustee is entitled to enter into this Agreement, to open the type of account applied for, to make transactions and issue instructions. The authorization of trust acquired by the trustee includes but is not limited to buying, selling (including short selling), trading, conversion, repaying, redeeming and withdrawing assets (including delivery of Financial Products to/from the account) and being authorized to trade Financial Products with margin.

ii. In case of one trustee performing this Agreement, the trustee indicates that they have the right to perform this Agreement without the consents of other trustees. If several trustees jointly perform this Agreement, TFNZ may decide to require for the written consent of any or all the trustees before following the instructions of any trustee at its discretion.

iii. The trustee confirms that TFNZ may follow any trustee’s instructions to deliver funds, Financial Products or any other assets to any trustee, including delivery of the assets to the trustee itself. The trustee ensures that all of the transactions’ made in its account are abiding by the trust documents and applicable laws. All the trustees jointly undertake that TFNZ will be exempted from any claim, loss, expenses or liabilities arising from any transaction made and acts taken by TFNZ according to the trustees’ instructions.

 

4.1.2 During the periods of registration of, opening an account on and use of TFNZ’s platform service, Client should provide their true materials and information and warrants that all the materials and information it submits during said periods (including but not limited to email address, telephone, address, postal code, ID information and credit information) are true, accurate, complete and up-to-date. Where Client’s abovementioned information is changed, Client should timely notify TFNZ thereof in writing. Furthermore, Client represents and warrants that all information provided by or on behalf of the Client is accurate and complete in all respects on the date on which it is provided to TFNZ and on each day thereafter until the termination of this agreement, Client also agrees to promptly notify TFNZ of any change in circumstance which would cause the representation and warranty above to be incorrect or misleading. Client authorizes TFNZ to carry out any investigation to verify the above said information.

4.1.3 Failing to meet the aforesaid conditions, Client should immediately stop using the services hereunder.

Article 5 Client’s Order/Transaction Obligation

Client accepts responsibility for all transactions entered using Client’s username/password. 

Client acknowledges that TFNZ does not know whether someone entering orders with Client’s username/password is Client. Unless TFNZ is notified and agrees, Client will not allow anyone to access Client’s account. Client is responsible for the confidentiality and use of Client’s username/password and agrees to report any theft/loss of such username/password, or any unauthorized access to Client’s account, immediately by telephone or email to TFNZ. Client remains responsible for all transactions entered using Client’s username/password. TFNZ reserves the right to terminate without notice a client account which exhibits activity consistent with unauthorized access.  

 

Article 6 Transmission of Order

Unless otherwise directed, TFNZ will select the market/dealer through which to route Client’s orders. For products traded at multiple markets, TFNZ or its partners may provide “Smart Routing”, which seeks the best market for each order through computerized algorithms. Client should choose Smart Routing if available. TFNZ cannot guarantee the execution of every order at the best posted price: TFNZ may not have access to every market/dealer; other orders may trade ahead; market centres may not honour posted prices or may re-route orders for manual handling; or market rules, decisions or system failures may prevent/delay execution of Client’s orders or cause orders not to receive the best price.

 

Article 7 Cancellation/Modification of Order

Client acknowledges that it may not be possible to cancel/modify an order and that Client is responsible for executions notwithstanding a cancel/modify request.

 

Article 8 Execution of Order

TFNZ shall execute Client’s order as agent and may further engage the agent of another broker or subsidiary to execute Client’s order, in which case the engaged broker or subsidiary enjoys the same rights as TFNZ. TFNZ may decide to reject Client’s order or to terminate Client’s use of TFNZ’s Service at any time at its discretion. All the transactions should abide by the rules and policies of the related market or clearinghouses and applicable laws and regulations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TFNZ IS NOT LIABLE FOR ANY ACTION OR DECISION OF ANY EXCHANGE, MARKET, DEALER, CLEARINGHOUSE OR REGULATOR.

 

Article 9 Confirmation

9.1 Client acknowledges that confirmations of executions or cancellations may be delayed or may be erroneous (e.g. due to computer system issues) or may be cancelled/adjusted by an exchange. Client is bound by the actual order execution if TFNZ is consistent with Client’s order. If TFNZ confirms execution or cancellation in error and Client delays reporting such error, TFNZ reserves the right to remove the transaction from the account or require Client to accept the transaction, in TFNZ’s discretion.

9.2 Client agrees to notify TFNZ immediately by telephone or by email if: i) Client fails to receive an accurate confirmation of an execution or cancellation; ii) Client receives a confirmation that is different than Client’s order; iii) Client receives a confirmation for an order that Client did not place; or iv) Client receives an account statement, confirmation, or other information reflecting inaccurate orders, transactions, balances, positions, margin status, or transaction history. Client acknowledges that TFNZ may adjust Client’s account to correct any error. Client agrees to promptly return to TFNZ any assets erroneously distributed to Client. 

9.3 TFNZ will hold all unutilized cash in client’s trading account with Bank of New Zealand (BNZ) or other TFNZ banking counterparty. TFNZ will not withdraw any part of client’s funds except at client’s direction. It shall be taken that any instruction given by client to facilitate its ability to trade in investments is construed to be authorization to move client’s funds from time to time.

Article 10 Margin

10.1 Client has the option to select the margin trading facility (“Margin Facility”) as part of the account opening process or at any other time. A Margin Facility is a loan facility under which Client is able to borrow monies (the “Margin Loan”) from TFNZ (or from any other person approved by TFNZ) to finance the purchase of Financial Products using our Services securities for your business and/or investment purposes on the terms set out in this Agreement. The maximum amount Client may borrow under the Margin Facility will be determined by TFNZ from time-to-time and can increased or reduced by TFNZ at any time. The Margin Loan may only be used by Client for the purpose of purchasing Financial Products using the Services. Client may redraw any amount of the Margin Loan repaid from time-to-time at TFNZ’s absolute discretion. 

10.2 This clause 10 applies despite any provision to the contrary in any other part of the Agreement. 

10.3 Client must pay all fees and costs (including all costs of recovery) specified or determined by TFNZ from time-to-time. 

10.4 The Margin Loan must be repaid (together with associated interest) on the date(s) specified by TFNZ from time-to-time and otherwise immediately upon demand from TFNZ. 

10.5 Client is required to pay TFNZ interest on the outstanding balance of the from time-to-time Margin Loan at the rates set out in this Agreement or otherwise specified by TFNZ from time-to-time. Interest shall accrue and be calculated on a daily basis, be calculated on the basis of days elapsed and a three hundred and sixty-five (365) day year, and can be capitalised (at the absolute discretion of TFNZ) if not paid by the due date for payment. The certificate of TFNZ as to the rate or amount, or method of calculation, of interest payable under this Agreement shall be conclusive and binding upon Client except in the case of manifest error or fraud.

10.6 To secure Client obligations under or in connection with this Agreement, Client gives TFNZ a security interest over certain Assets on the terms set out below in clause 10.10. 

10.7 Before selecting this Margin Facility option, Client should understand the risks associated with margin trading. Margin trading is high risk and may result in a loss with a value greater than the Client’s Financial Products. Client represents that Client has read the “Disclosure of Risks of Margin Trading” provided separately by TFNZ or its partner.

10.8 Requirements to Maintain Sufficient Margin Continuously: Client’s right to trade Financial Products under TFNZ’s Service using a Margin Loan is subject to initial and maintenance Margin requirements of exchanges, clearinghouses and regulators and also to any additional margin requirement of TFNZ, which may be greater (“Margin Requirements”).Requirements TFNZ may modify Margin Requirements for any or all clients for any open positions in Financial Products or new Transactions at any time, in TFNZ’s sole discretion. Client shall monitor his, her or its Margin Account so that, at all times, the Margin Account contains sufficient Equity to meet Margin requirements. TFNZ may reject any order if the Client has insufficient equity to meet Margin Requirements, and may delay processing any order while determining Margin status. Client shall maintain, without notice or demand, sufficient Equity at all times to continuously meet Margin Requirements. Formulas for calculating Margin Requirements on the TFNZ website are indicative only and may not reflect actual Margin Requirements. Client must at all times satisfy whatever prevailing Client Margin Requirements solely based upon TFNZ’s calculations. 

10.9 TFNZ Will Not Issue Margin Calls: TFNZ does not have to notify Client of any failure to meet Margin Requirements prior to TFNZ exercising its rights under this Agreement. Client acknowledges that TFNZ generally will not issue Margin calls; that TFNZ generally will not credit Client’s account to meet intraday or overnight Margin deficiencies; and is hereby authorized to liquidate Client’s Financial Products in order to satisfy Margin requirements without prior notice. 

10.10 Security Interest 

10.10.1 Client hereby gives TFNZ a security interest in the Collateral as security for the Client’s obligation to pay the Outstanding Amounts. 

10.10.2 Despite and in addition to clause 10.10.1 and any other provision in this Agreement, in consideration for TFNZ agreeing to enter into and to perform TFNZ’s obligations under this Agreement, the Client hereby gives to TFNZ a security interest in the Collateral for any and all obligations of TFNZ to make payment as a result of a TFNZ Event of Default (“TFNZ Obligations”), whether existing at the date of this Agreement or arising later, whether or not relating to Client or this Agreement, whether or not due, whether TFNZ may be liable individually or jointly with others for TFNZ Obligations, and whether TFNZ is obligated as principal, guarantor, surety or otherwise.

10.10.3 For that purpose and for the purpose outlined in 10.10.12, Client hereby transfers by way of assignment to TFNZ (or other person(s) at TFNZ’s absolute discretion) all the Client’s rights, title and interest in the Collateral. For the avoidance of doubt, where Client has made such a transfer, TFNZ (and any other person):

10.10.3.1 does not hold that Collateral as Client nominee, on trust for Client, or on the Client’s behalf; 

10.10.3.2 may transfer the Collateral to any person in the ordinary course of and for the purposes of TFNZ’s business under an arrangement commonly known as a ‘stock lending’ arrangement which requires that person to undertake to retransfer the Collateral or deliver equivalent Assets to TFNZ. Client acknowledges that TFNZ is not acting as the Client’s agent or trustee in transferring Collateral to any person as contemplated by this clause; and 

10.10.3.3 is not providing a “Client Money or Property Service” (as that term is defined in section 431W of the Financial Markets Conduct Act) governed by the Financial Markets Conduct Act (or any similar service governed by any other law in New Zealand or elsewhere) with respect to the Collateral. 

10.10.4 Without prejudice to the Security Interest created above, Client agrees to do all things necessary to transfer the Collateral to TFNZ (or other person(s) at TFNZ’s absolute discretion), including giving TFNZTFNZ (or other persons) properly signed transfer(s) of the Collateral.

10.10.5 The Security Interest will attach in the case of: a) any existing Assets, as soon as Client enters into this Agreement (being a security agreement) or TFNZ takes possession (including by way of registering the Assets in the name of TFNZ or another person) of those Assets, whichever occurs first; b)  any after-acquired Assets, as soon as Client acquires any rights, title or interest in those Assets; and c) where TFNZ exercises its rights under 10.10.9 and TFNZ (or another person on TFNZ’s behalf) receive Assets, the transferred Assets (or their equivalent) from the relevant person, you agree that such Assets (or their equivalent) received from that person will automatically become subject to the Security Interest created above.

10.10.6 The Security Interest is a continuing security for all Outstanding Amounts and all TFNZ Obligations, irrespective of any amounts paid to Client’s credit and even though Client’s account may at any time be or seem to be in credit. 

10.10.7 Until an Event of Default occurs, if any Distributions are due in respect of any Collateral, TFNZ may apply the whole or any part of any such Distributions towards payment of the Outstanding Amounts and will account to Client for any balance. After an Event of Default has occurred, all Distributions in respect of the Collateral shall be applied by TFNZ towards the Outstanding Amounts.

10.10.8 Without limiting TFNZ’s other rights under this Agreement, if Client has committed or is subject to an Event of Default, or TFNZ has committed or is subject to a TFNZ Event of Default, TFNZ is entitled to take possession (directly or indirectly), to the extent TFNZ does not at the relevant time have possession, and sell any Collateral pursuant to the Security Interest and apply the sale proceeds towards paying the Outstanding Amount and TFNZ Obligations (as applicable), or otherwise enforce TFNZ’s Security Interest as provided by the Personal Property Securities Act 1999 (“PPSA”) where applicable. To the extent permitted, Client hereby contracts out of and waives its rights under the PPSA and any similar legislation in any other jurisdiction. With limiting the foregoing, to the extent that Part 9 of the PPSA applies to this Agreement Client agrees:

10.10.8.1 That where TFNZ has rights in addition to or exercisable separately from those in Part 9 of the PPSA, those rights will continue to apply and in particular will not be limited by section 109 of the PPSA;

10.10.8.2 That nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA will apply to this Agreement or the Security Interest;

10.10.8.3 Client will have none of the rights referred to in section 116, section 119, section 120(2), section 125, section 129 and section 131 of the PPSA, and Client waives Client’s rights to object under section 121, and to redeem under section 132... 

10.10.9 If an Event of Default occurs, or a TFNZ Event of Default occurs,  Client authorises TFNZ and any receiver, liquidator, interim liquidator or similar officer to sell any Collateral and apply the sale proceeds towards paying the Outstanding Amounts and TFNZ Obligations (as applicable).).This clause does not limit or waive the Client’s obligation to pay Outstanding Amounts and the Client shall remain liable to pay Outstanding Amounts at all times, except to the extent they are paid from the realisation of Collateral. 

10.10.10 If at any time Client’s Margin Account has insufficient Equity to meet Margin requirements or is in deficit, TFNZ has the right, in its sole discretion, but not the obligation, to liquidate all or any part of the Collateral, at any time and in any manner and through any market or dealer, without prior notice or margin call to Client, to remedy such deficiencies. Client shall be liable and will promptly reimburse TFNZ for any deficiencies in Client’s Margin Account that arise from such liquidation or remain after such liquidation. TFNZ has no liability for any Loss sustained by the Client in connection with such liquidations (or if the TFNZ system delays effecting, or does not effect, such liquidations) even if Client re-establishes its position at a worse price. 

10.10.11 TFNZ may allow Client to pre-request the order of liquidation in event of a Margin deficiency, but such requests are not binding on TFNZ and TFNZ retains sole discretion to determine the Assets to be liquidated and the order/manner of liquidation. TFNZ may liquidate (directly or indirectly) through any market or dealer, and TFNZ or its affiliates may take the other side of the transactions consistent with relevant laws and regulations. If TFNZ liquidates any Collateral such liquidation shall establish Client’s gain/loss and remaining indebtedness to TFNZ, if any. Client shall indemnify, reimburse and hold TFNZ harmless for all Losses associated with any such transaction undertaken by TFNZ. If TFNZ executes an order for which Client did not have sufficient Equity, TFNZ has the right, without notice, to liquidate the trade and Client shall be responsible for any resulting Loss and shall not be entitled to any resulting profit. 

10.10.12 If TFNZ does not, for any reason, liquidate under-margined positions, and issues a margin call, Client must satisfy such call immediately by depositing the requisite funds. Client acknowledges that even if a call is issued, TFNZ still may liquidate any Collateral at any time. 

10.10.13 Client acknowledges that TFNZ also has the right to liquidate all or part of the Collateral without prior notice: (i) if any dispute arises concerning any Client trade, (ii) upon any Event of Default by the Client, or (iii) whenever TFNZ deems liquidation necessary or advisable for TFNZ’s protection. 

Article 11 Joint Account

Each joint account holder agrees that each joint holder has authority, without notice to the other, to: (i) buy/sell Financial Products (including on margin); (ii) receive account confirmations and correspondence; (iii) receive and dispose of money, Financial Products or other assets; (iv) enter, terminate, or agree to modify this Agreement; (v) waive any part of this Agreement; and (vi) deal with TFNZ as if each joint holder was the sole holder. Notice to any joint holder constitutes notice to all joint holders. Each joint account holder is jointly and severally liable to TFNZ for all account matters. TFNZ may follow instructions of any joint holder and make delivery to any joint account holder individually of any account property. 

Upon death of any joint holder, the surviving holder shall give TFNZ notice by telephone or email and TFNZ may, before or after notice, initiate proceedings, require documents, retain assets and/or restrict transactions as it deems advisable to protect itself against any liability or loss. The estate of any deceased joint account holder shall be liable and each survivor will be liable, jointly and severally, to TFNZ for any debt or loss in the account or upon liquidation of the account. Unless Client indicates otherwise, TFNZ may presume that account holders are joint tenants with rights of survivorship. Upon death of any joint holder, the account shall be vested in the surviving holders, without in any manner releasing the deceased joint holder’s estate from liability. 

 

Article 12 TFNZ Account’s Multi-currency Function

12.1 Clients may be able to trade products denominated in different currencies using a base currency chosen by Client upon purchase of a product denominated in a different currency from the base currency, a margin loan is created to fund the purchase, secured by the assets in Client’s accounts. If Client maintains positions denominated in foreign currencies, TFNZ will calculate Margin requirements by applying exchange rates specified by TFNZ. TFNZ WILL APPLY “HAIRCUTS” (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES BETWEEN THE BASE CURRENCY AND THE FOREIGN CURRENCY. CLIENT MUST CLOSELY MONITOR MARGIN REQUIREMENTS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE RELEVANT CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT. 

12.2 Client agrees that TFNZ’s obligations to Client shall be denominated in: (i) the United States dollar; (ii) a currency in which funds were deposited by Client or were converted at the request of Client, to the extent of such deposits and conversions; or (iii) a currency in which funds have accrued to the Client as a result of trading conducted on a designated contract market or registered derivatives transaction execution facility, to the extent of such accruals.

Article 13 Short Sales

13.1Client acknowledges that:

13.1.1 short sales must be carried out in relation to Financial Products of Margin Clients, subject to Margin requirements; 

13.1.2 prior to selling short, TFNZ must believe it can borrow stock for delivery; and 

13.1.3 if TFNZ cannot borrow stock (or re-borrow after a recall notice) TFNZ may buy-in stock on Margin Client’s behalf, without notice to Margin Client, to cover short positions and Margin Client is liable for any losses/costs. 

 

Article 14 TFNZ’s Right to Loan/Pledge Client Assets

14.1 From time to time TFNZ and Client may enter into Transactions in which one party will lend to the other party (or to any third party where the Client is the lender) certain Assets. Each such transaction shall be referred to herein as a “Loan”. As permitted by relevant regulatory requirements, TFNZ is authorized by Client to lend to itself, to other clients or to other third parties (including brokers in New Zealand and elsewhere) Client Assets for short selling or other purposes.  

14.2 By entering into this Agreement with TFNZ, Client understands and acknowledges that TFNZ may, without notice, pledge, re-pledge, hypothecate or re-hypothecate Client Assets, separately or together with those of other Clients, without retaining in TFNZ’s ownership, possession or control a like amount of assets. 

14.3 Client permits TFNZ to borrow any eligible paid Margin Client Assets in Client’s account and loan these Client Assets out in the securities lending market. Client gives their consent that Client will not be asked to approve each Loan before it is initiated, and Client gives their consent that TFNZ will have the discretion to initiate Loans of Client Assets. Client understands and agrees that the securities lending market is not a standardized or transparent market, that there are no rules or mechanisms that guarantee or require that any given participant in the marketplace will receive the best rate for lending Financial Products.

14.4 For loans of Financial Products, TFNZ may receive financial and other benefits to which Client is not entitled at TFNZ’s discretion, and TFNZ has the right not to allocate any benefits received through Financial Products or assets lending to Client and Client voluntarily surrenders their rights of allocation of the benefits received through securities or assets lending. Client understands and agrees that TFNZ may borrow Margin Client Assets from the Client and other clients and then lend those Margin Client Assets to one of its affiliates or other third parties, for the affiliate’s or a third party’s own purposes (including short selling).

14.5 TFNZ acknowledges that even though Client has loaned Client Assets out, and subject to this Agreement (including any Security Interests):

14.5.1 Client can still sell Client Assets at any time without violating normal trading restrictions (e.g. marker operation hours, blackout periods, required margin level for the stock, etc.). 

14.5.2 There is no restriction on the selling of Client Assets by the Client and Client does not have to wait for any reason to sell. 

14.5.3 Client continues have market exposure to price fluctuations in ownership of the Financial Products. 

14.6 The borrower of Margin Client Assets has the right to vote, or to provide any consent or to take any similar action with respect to, the loaned Margin Client Assets if the record date or deadline for such vote, consent or other action falls during the term of the loan. Such loans could inhibit partly or wholly Client’s ability to exercise the Client’s voting rights. 

Article 15 Security Interests

Without limiting section 10 above, the Client hereby gives to TFNZ a security interest over all Client Assets of any kind held by or on behalf of TFNZ for and on behalf of the Client, and grants TFNZ a perfected first priority lien over such assets, to secure the Outstanding Amount. 

 

Article 16 Custody 

16.1 Client appoints TFNZ as custodian for any financial products held by TFNZ on its behalf. 

16.2 Client acknowledges and agrees that TFNZ as custodian is authorized to hold Financial Products with any person appointed by TFNZ as sub-custodian, who may in turn appoint one or more sub-custodians. and TFNZ may provide Client with written notice of and contact information of any other person to be engaged by TFNZ to hold its Financial Products as soon as reasonably practicable and in any event, before the financial products are held. However, there may be circumstances where prior notice will not be provided. For example, if the sub-custodian is or may become insolvent.

16.3 When TFNZ acts as its custodian, TFNZ except where otherwise required by law will:

16.3.1 act on legally valid Instructions for the financial products held for Client in accordance with this Agreement; 

16.3.2 provide reports;

16.3.3 exercise reasonable care in engaging and monitoring the performance of any sub-custodian it appoints;

16.3.4 exercise the care, skill and diligence in the provision of Services as a custodian that a reasonable person would exercise, having regard to the relevant financial product, financial market, jurisdiction and the Applicable Laws;

16.3.5 ensure that the associated risks are managed appropriately and reasonable compliance controls are in place to ensure instructions are followed; and

16.3.6 seek independent verification of the robustness of our compliance control relating to asset holding.

16.4 TFNZ accepts liability under this Agreement for loss suffered by Client resulting from a failure by TFNZ or any sub-custodian to comply with any duties it has under this Agreement relating to the holding of financial products or to observe reasonable standards of care generally applicable to providers of custodial or depository services in the relevant jurisdiction. However, TFNZ is not liable to Client for any loss arising from the acts or omissions of any securities system; or loss arising from or attributable to the insolvency of any sub-custodian where TFNZ has not failed to take reasonable care in engaging and monitoring compliance by that sub-custodian. Notwithstanding any other provision of this Agreement, in the absence of a failure by TFNZ to take reasonable care in engaging and monitoring compliance by a sub-custodian, TFNZ will only be obliged to return financial products held on its behalf with a sub-custodian who is insolvent if and to the extent that those financial products are recovered from the sub-custodian.

16.5 Client acknowledges that TFNZ will generally maintain a prime account for holding financial products for our clients including Client unless otherwise specifically required by the Applicable Laws. TFNZ will generally maintain a prime account with any sub-custodian appointed by TFNZ and will not maintain a separate account for Client; and TFNZ appoints a sub-custodian, that custodian holds financial products for TFNZ. 

16.6 TFNZ will use reasonable endeavours to deal with all rights for financial products (including, for example, voting rights) in accordance with its Instructions provided that the Instructions are received in a manner and at or before the times notified to Client. TFNZ will not exercise any voting rights attached to financial products except for instructions received from Client. In the absence of receiving Instructions from Client, TFNZ may take or forbear from taking any other action for financial products which TFNZ considers appropriate.

16.7 Client must pay on demand any call, subscription amount or other amount payable for any financial products held by TFNZ as custodian for Client. If Client fails to make a payment, TFNZ may make the payment ourselves and Client must on demand indemnify TFNZ for the payment and acknowledge that TFNZ may deduct the amount from any funds held in its Account.

16.8 TFNZ has and will maintain a Business Continuity Plan which to the best of its knowledge is adequate to address any contingency for which it should reasonably plan having regard to the Services it provides.

Article 17 Events of Default and Indemnity Clause

17.1 Client unconditionally agrees that, upon an Event of Default, TFNZ may terminate any or all TFNZ’s obligations to Client and TFNZ shall have the right in its discretion, but not the obligation, without prior notice, to liquidate all or any of Client’s Financial Products in any TFNZ account, individual or joint, at any time and any manner and through any market or dealer. Client shall indemnify, reimburse and hold TFNZ harmless for all Losses associated with any Client Default or any Transaction undertaken by TFNZ upon an Event of Default. 

17.2 Client shall indemnify, reimburse and hold TFNZ, and the respective directors, officers, and employees (individually and collectively, an “Indemnified Party”) harmless from and against any action, claim, proceeding, loss, damage, liability, cost and expense (including but not limited to attorney fees, tax implications and liquidations) which may be brought against or suffered or incurred, directly or indirectly, by such TFNZ Indemnified Party as a result of or arising from Client’s transactions.

Article 18 Suspicious Acts

If TFNZ in its sole discretion believes that a Client account has been involved in any fraud or crime or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), TFNZ may suspend or freeze the account or any privileges of the account, may freeze or liquidate funds or assets, or may utilize any of the remedies in this Agreement for a “Default”. 

 

Article 19 Commission and Fees, Interest Charges, Currency 

19.1 Commissions and fees are as specified on the TFNZ website unless otherwise agreed in writing by an officer of TFNZ. Client acknowledges that TFNZ deducts commissions/fees from Client accounts, which will reduce account equity. Positions will be liquidated if commissions or other charges cause a margin deficiency. Changes to commissions/fees are effective immediately upon either of: posting on the TFNZ website or email or other written notice to Client. TFNZ may pay credit interest to and charge debit interest from Client at interest rates and terms outlined in this Agreement and on the TFNZ website where applicable. Client funds will not be disbursed until after transactions are settled. Terms and conditions for deposit and withdrawal of funds (including holding periods) are as specified on the TFNZ website. 

19.2 The rate of interest paid, if any, to Client on money held on Client’s behalf in Client’s accounts may not equal the interest paid by the relevant bank. Instead, the interest paid to Client on money held on its behalf in Client’s accounts reflects a portion deducted and retained by TFNZ from the rate of interest that is paid to TFNZ by the relevant bank as the holder of Client’s accounts on behalf of clients. The amount retained may vary from time to time. Client hereby consents to such retention by TFNZ.   

19.3 Base currency and currency conversion: Client should be aware of the following when Client enters into a Transaction or deposit money into its Account in a currency other than its base currency:

19.3.1 It is its responsibility to make itself aware of the currency that is designated as its base currency. Details of its base currency are available on our Platform;

19.3.2 Some Transactions will result in profit/loss being accrued in a currency other than its base currency;

19.3.3 From time to time, TFNZ may provide information to Client which presents its multicurrency balances in the equivalent value of its base currency, using the rates prevailing at the time the information is produced. However, Client should note that the balances may have not been physically converted and that the presentation of the information in its base currency is for information only;

19.3.4 Where Client maintains Transactions in a currency other than its base currency or retain non-base currency balances standing to its Account, Client is exposing itself to cross-currency risk. Client acknowledges and agrees that it is its responsibility to manage this risk and TFNZ is not liable for any Losses that Client suffers as a result; and

19.3.5 Regardless of when Client opened its Account, TFNZ reserves the right to change the way in which TFNZ manages and/or converts its non-base currency balances at any time in the future by providing Client with 30 days prior notice. 

 

19.4 Client will pay interest to TFNZ on any sums due for any Transaction and any other general account fees (for instance, market data fees) that Client failed to pay on the relevant due date. Interest will accrue on a daily basis from the due date until the date on which payment is received in full and will be payable on demand. 

19.5 For international Financial Product Transactions, Client acknowledges that:

19.5.1 Client may be unable to enter into an international Financial Product Transaction without a currency conversion; and

19.5.2 Client’s funds may be sent to a third party located in a foreign jurisdiction, where the legal and regulatory protection afforded to applicable funds may not apply. 

19.6 Money remittance: Money standing to the credit of its Account will be remitted to Client if requested by Client. Where Client does not make a request, TFNZ is under no obligation to, but may, at its absolute discretion, remit the monies to Client. All bank charges however arising will, unless otherwise agreed, be for its Account. The manner in which TFNZ remits monies to Client will be at TFNZ’s absolute discretion, having utmost regard to TFNZ’s duties under relevant laws and regulations regarding the prevention of fraud, countering terrorism financing, money laundering and/or tax offences. TFNZ will normally remit money in the same method and to the same place from which it was received. However, in exceptional circumstances TFNZ may, at TFNZ’s absolute discretion, considers a suitable alternative, subject to compliance with the relevant laws and regulations.

Article 20 Account Negative Balance

If a cash account incurs a deficit, margin interest rates will be applied until the balance is repaid, and TFNZ has the right, but not the obligation, to treat the account as a margin account. The client agrees to pay reasonable costs of deficit collection, including any legal or other fees. 

Additionally, the client agrees that after the client withdraws the money, if TFNZ finds that the client has any amount due, TFNZ has the right to pursue such amount along with the interest accrued and any legal or other fees.

 

Article 21 Risks of Foreign Market, Risks of after-Hours Trading

Client confirms that trading Financial Products in foreign markets is speculative and has high risks. In addition, there are special trading risks existing out of normal transaction times, including low-flow risk, high-volatility risk, price-changing risk, market failing to be connected, and news announcements and larger spreads that may have an effect on prices. Client acknowledges that they have a full understanding of said risks and has the capability of managing such risks.

 

Article 22 Knowledge of Securities, Warrants and Options, Corporate Actions

Client confirms that it is solely responsible for understanding the terms of any Financial Products in its account, including upcoming corporate actions (e.g., tender offers, reorganizations, stock splits, etc.). TFNZ has no obligation to notify Client of deadlines or required actions or dates of meetings, nor is TFNZ obligated to take any action without specific written instructions sent by Client to TFNZ through TFNZ’s website by email.

 

Article 23 Quotes, Market Information, Research and Internet Links

Quotes, news, research and information accessible through TFNZ (including through links to outside websites) (“Information”) may be prepared by independent Providers. The Information is the property of TFNZ, the Providers or their licensors and is protected by law. Client agrees not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of TFNZ or the Providers. TFNZ reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by TFNZ or a solicitation to buy or sell. Neither TFNZ nor the Providers guarantee accuracy, timeliness, or completeness of the Information, and Client should consult an advisor before making investment decisions. RELIANCE ON QUOTES, DATA OR OTHER INFORMATION IS AT CLIENT’S OWN RISK. IN NO EVENT WILL TFNZ OR THE RELEVANT PROVIDERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING FROM USE OF THE INFORMATION. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, INCLUDING WARRANTY OF MERCHANTABILITYMERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE, OR WARRANTY OF NON-INFRINGEMENT. 

 

Article 24 License for Using TFNZ’s Software

Tiger Group is the owner of the TFNZ Software. TFNZ has been granted the non-exclusive rights to use the TFNZ Software by Tiger Group. Title to TFNZ Software and updates shall remain the sole property of Tiger Group, including all patents, copyrights and trademarks. TFNZ grants Client a non-exclusive, non-transferable license to use TFNZ Software solely as provided herein. Client shall not sell, exchange, or transfer the TFNZ Software to others. Client shall not copy, modify, translate, decompile, debug, reverse engineer, disassemble, upload to any public cloud storage servers, reduce to a human readable form, or adapt the TFNZ Software or use it to create a derivative work, unless authorized in writing by an officer of TFNZ. TFNZ is entitled to immediate injunctive relief for threatened or actual breaches of these undertakings.

 

Article 25 Disclaimer and Liquidated Damages

25.1 Exclusions and Limitations 

25.1.1 TFNZ has no obligation to investigate the truthfulness of the identity of a registered mobile phone number’s owner and will not take any responsibility for any loss arising from registering an account on TFNZ’s platform with stolen, fraudulently used or misuse of individual mobile phone number.

25.1.2 All Clients registering and opening an account at TFNZ should obey the relevant laws, regulations and rules for using TFNZ’s platform and should not transmit sensitive political information which may bring controversies to the platform with a foreseeable potential to affect its ability to remain accessible in any of the jurisdictions where it is currently available, or jurisdictions where it intends to be offered in the future, pornographic contents, illegal advertisements, censurable violence, insulting or slandering comments, violation of individual privacy and any other information against relevant laws and regulations, nor should they engage in activities which infringes a third party’s intellectual property right and other legal rights and interests. Client shall bear all the losses arising therefrom while TFNZ will not be held responsible for the same.

25.1.3 TFNZ must get knowledge of the subject of the daily transaction under control of Client’s account and the main owner of the rights and interests attached to each account in order to comply with applicable laws and regulations.

25.1.4 Client states that it is the sole owner of all the assets in the account, and that only the Client has the right to control the transactions taking place in the account unless it uses the relevant form provided on the official website of TFNZ to grant others with the authority of making transactions.

25.1.5 Under any and all circumstances, TFNZ is not liable for any punitive, indirect, occasional, special or associated loss or damage, including but not limited to indirect personal damage, loss of business profit, interruption in trade, loss of business information or loss of any other reliance interests.

25.1.6 Since investment in Financial Products carries risk of loss, TFNZ will not be responsible for the profit and loss and risk related to Client’s investment.

25.1.7 TFNZ and its associated companies cannot guarantee the absolute reliability and accuracy of such information they provide as a market quotation, diagram and comment, or the loss arising from the inaccuracy or missing of any contents of the market or from Client’s subjective factors.

25.1.8 Interruption, pause, delay or data fault of trading instructions which might occur due to malfunction, break-off, delay or other issues regarding Internet data transmission.

25.1.9 Client’s failure to keep its trading account and password confidential or client’s identity is counterfeited due to their neglect.

25.1.10 As there is possibility of malicious hacks on the Internet and the web server may have malfunction and other unpredictable factors, the market information and other Financial Products-related information may be faulted or delayed.

25.1.11 Client’s NTE and software system may suffer from illegal attack or virus infection, leading to failure of order for commission or commission failure.

25.1.12 Client’s NTE and software system are incompatible with TFNZ’s online transaction system, causing failure of order for commission or commission failure. In this case, Client may dial TFNZ’s telephone line to report such circumstance and acquire technical support but in no way is TFNZ liable to pay any economic compensation.

25.1.13 Failure of commission or commission fault is caused by Client’s improper operation.

25.1.14 Loss arising from the circumstances including that Client’s account and password, personal information, or trading information are exposed or its identity is counterfeited through no fault of TFNZ.

25.1.15 Client uses the service provided by TFNZ to conduct any illegal activity or any act infringing other’s rights and interests, thus causing loss to Client and a third party.

25.1.16 Due to network failure, when operating on TFNZ’s platform, Client’s NTE shows that its commission succeeded while TFNZ’s transaction server does not receive Client’s commission instruction, which leads to the risk of Client’s failure to buy or sell Financial Products; since Client’s NTE shows that its commission does not succeed, Client sends another commission order, which results in TFNZ’s transaction server receiving Client’s repeated commission instructions and transmitting such instructions to the Financial Products company for making transactions, thus Client’s risk of making repeated transactions arises.

25.1.17 Emergency caused by the major change of law and policy or factors which cannot be predicted by TFNZ.

25.1.18 The functions of TFNZ’s platform failed due to force majeure such as war, communication fault, natural disaster, strike, riots, pandemic, epidemic and any actions taken by the government department, leading to Client’s economic loss.

25.1.19 TFNZ’s designated website and products will publish or transport such contents as news and information provided by its partners, with the information provider being noted. TFNZ does not carry out substantive censor or revision of the contents provided by its partners and does not guarantee the authenticity thereof, which should be assessed by Client and for which TFNZ is not responsible.

25.2 Limitation of Liability: Client confirms that there may be postponement or interruption during its use of TFNZ’s system, including those arising from TFNZ’s intentional safeguarding of its system. Under no circumstance, by taking whatever action and no matter whatever loss suffered by Client may TFNZ’s obligation exceed the total amount of the maximum monthly commission paid by Client to TFNZ within six (6) months prior to the occurrence of any accident.

25.3 Consumer Guarantees Act: To the maximum extent permitted by law the parties to this Agreement agree that the CGA does not apply to this Agreement and in addition that, if Client is in trade, Client agrees to contract out of the CGA and that the CGA shall not apply to Client. The parties agree that if, despite the foregoing, to the extent the CGA applies to this Agreement no provision in this Agreement is intended to have the effect of limiting or restricting Client rights under the CGA.

Article 26 Privacy Protection

26.1 According to the relevant legal requirements, TFNZ will collect Client’s non-public information including: identity information and employment information, account balance and transaction history of the account, credit history and investment experience.

26.2 TFNZ will collect Client’s individual information for several situations, including but not limited to: opening an account or making transaction, providing Client’s contact information when making telegraphic transfer, depositing or withdrawing fund from Client’s account and for marketing purpose.

26.3 TFNZ will carry out the following activities based on Client’s personal information and materials, (privacy) terms and other applicable laws: daily operation of providing investment service and product to Client, make credit investigation or assist other competent institution in doing credit investigation, ensuring Client’s maintaining good credit, conforming to the requirements for censor and disclosure of relevant laws, regulations and administrative authority.

26.4 Personal information protection measures: TFNZ will take security measures conforming to relevant legal requirements, including but not limited to computer safeguard, file encryption and safe office building, to strictly manage and protect Client’s personal information, prevent unauthorized visit and use, and to protect Client’s personal data from being lost, stolen or tampered.

26.5 Except as authorized by this Agreement, unless required by laws and regulations, TFNZ will not disclose Client’s personal non-public information to a third party. TFNZ will disclose Client’s personal information only under the following circumstances: it is necessary to authorize, complete, monitor or execute Client’s required or authorized transaction, maintaining and monitoring Client’s account, providing Client with account confirmation, account statement and records, keeping correct case records, it is necessary to perform our Client agreement and other agreements, it is necessary to fulfil TFNZ’s responsibility or protect TFNZ’s rights and property, judicial authority, administrative authority and other competent supervisory authorities enforce law or legal supervision according to the legal proceedings, it is necessary to disclose Client’s personal information according to the relevant laws, regulations or rules.

 

Article 27 Client Maintain Alternative Trading Arrangements

Computer-based systems such as those used by TFNZ are inherently vulnerable to disruption, delay or failure. CLIENT MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO CLIENT’S TFNZ ACCOUNT FOR EXECUTION OF CLIENT’S ORDERS IN THE EVENT THAT THE TFNZ SYSTEM IS UNAVAILABLE. By entering into this Agreement, Client represents that Client maintains alternative trading arrangements. 

 

Article 28 Disclosure Statement

28.1 TFNZ hereby makes the following statements to Client:

28.1.1 Client will be advised of the methods for depositing funds into Client’s accounts when the account opening procedure is completed. Client may choose at the depositing stage which of the available Client’s accounts to deposit their funds into. Thereafter, TFNZ may make treasury decisions regarding where those funds will be deposited depending upon financial, broking and capital regulatory requirements. However any account into which client funds are deposited will be a trust account or its equivalent for the benefit of Client of TFNZ.

28.1.2 Subject to this Agreement, TFNZ will ensure that Client’s assets are protected from the time of receipt until(a) legal title to the Financial Products has been registered into Client’s name or are held in Client’s beneficial interest on the relevant Issuer’s Securities Register; or (b) Client expressly directs TFNZ that funds deposited with us for the purpose of onward transmission to an execution counterparty including for participation in an IPO be so transmitted;

28.1.3 For the purposes of United States securities trading, and except as otherwise instructed by the Client, Client’s funds that are lodged with TFNZ may be held and protected by a TFNZ trade execution counterparty;

28.1.4 Client should note that in the event of TFNZ illiquidity, the asset (including those that can be traced by Client) will be returned, transferred or distributed to Client or its representative, with the distributable amount of asset being apportioned according to the proportion of Client’s asset; and

28.1.5 The notice of returning the asset which is identified will be announced on the generally circulated newspaper.

Article 29 Agreement upon Accepting Electronic Data and Correspondence

29.1 TFNZ provides Client with the confirmation of electronic transaction, statement, taxation information and other Client’s records and correspondence in electronic form (“Electronic Records and Correspondence”). Electronic Records and Correspondence may be sent to Client’s trading platform or to Client’s email address or be published on TFNZ’s website for the sake of security, with notice of login and search of the above correspondence to Client. By entering into this Agreement, Client agrees to receive Electronic Records and Correspondence. Unless Client recalls this agreement, the above agreement remains applicable and is applicable in each taxation period. Client may inform TFNZ of its recalling agreement in writing at any time. Where Client recalls its agreement, TFNZ will provide taxation documents in paper form as required by Client by phone call or email. However, TFNZ retains the right of requiring Client to close its account.

29.2 There are requirements for the system software and hardware to make transactions through TFNZ’s trading platform and receive Electronic Records and Correspondence through the trading platform, which are explained on TFNZ’s website, www.tigerbrokers.nz. The above requirements may change, Client must visit TFNZ’s website regularly in order to keep up-to-date about the current requirements for the system. To receive TFNZ’s email, Client should keep an effective internet email address and email software for reading, sending and receiving emails. When its email address is changed, Client must immediately notify TFNZ of such change through the procedures to alter Client’s email address stated on TFNZ’s website.

Article 30 Termination

30.1 TFNZ may terminate this Agreement or terminate the provision of services to Client at any time. Client may close its account through TFNZ’s website by informing TFNZ by email, however, only upon clearance of all positions and satisfaction of all other requirements for closing an account as stipulated on TFNZ’s website. Termination of this Agreement shall not prejudice any pre-existing rights or obligations of the parties. 

30.2 Within twenty working days after notice of such termination, TFNZ shall arrange for the transfer of Client’s funds that are lodged with TFNZ to Client’s name and will notify Client when those changes are complete. When Client requests a transfer of the funds, the transfer shall be made subject to:

30.2.1 Compliance with applicable law or regulatory requirements and subject to reasonable notice being given to and received by TFNZ;

30.2.2 The rules and requirements of any relevant exchange, clearing system, provided that TFNZ may make such arrangements as it deems appropriate and, where applicable, at Client’s expense in order that prompt delivery may be made.

30.3 If Client is indebted in any way to TFNZ, TFNZ may:

(a) Decline any transfer of such funds to Client’s account until such debt has been discharged; or

(b) Without limiting any other rights under this Agreement, retain a portion of the funds and arrange for that portion to be sold with the proceeds of such used to discharge that debt (and any surplus paid to Client after such discharge).

30.4 Client further acknowledges that Client’s indebtedness and liability to TFNZ shall be continuing until such time as TFNZ, as the case may be, are satisfied that TFNZ has received full and final settlement of payments. Client shall fully indemnify TFNZ for any costs, losses or expenses incurred in the event of non-payment or part payment only.

30.5 Client shall bear all costs and risks of delivery of all funds to Client or for Client’s order, whether upon termination or otherwise.

Article 31 Anti-Money Laundering and Counter-Terrorism Financing

31.1 Client acknowledges that:

31.1.1 TFNZ is subject to various anti-money laundering and counter-terrorism financing laws (“AML/CTF Laws”) which may prohibit TFNZ from offering services or entering into or conducting Transactions; and

31.1.2 The AML/CTF Laws include prohibitions against any person dealing with the proceeds of or assets used in criminal activity (wherever committed) and from dealing with any funds or assets of, or the provision of finance to, any person or entity involved (or suspected of involvement) in terrorism or any terrorist act.  

31.2 Client agrees that:

31.2.1 TFNZ is not required to take any action or perform any obligation under or in connection with this Agreement if TFNZ is not satisfied as to Client’s identity or where TFNZ suspects on reasonable grounds that by doing so TFNZ may breach the AML/CTF Laws;

31.2.2 TFNZ may delay, block or refuse to make any payment or to provide any service if TFNZ believes on reasonable grounds that to do so may breach any law in New Zealand or any other country, and TFNZ will incur no liability to Client if it does so; and

31.2.3 TFNZ will not incur any liability to Client for any Loss it suffered (including consequential loss) however caused by reason of any action taken or not taken by TFNZ as contemplated above.

31.3 Client agrees to provide all information and documents to TFNZ which TFNZ may reasonably require to comply with any law in New Zealand or any other country, including any AML/CFTCFT Laws. Client agrees that TFNZ may disclose information which Client provides to TFNZ, or about Transactions Client seeks to conduct with TFNZ, where TFNZ is required to do so by any law in New Zealand or any other country. 

31.4 Client represents and warrants to TFNZ that the payment of monies by TFNZ in accordance with this document, or any Instructions given by Client, will not breach any law in New Zealand or any other country.

31.5 Client represents and warrants to TFNZ that shall be the beneficial owner of its funds in the Client’s account, and shall ensure that the source and use of the funds are legitimate, and that the procedures for the deposit and currency exchange is consistent with the relevant laws and regulations of the Client’s jurisdiction (including but not limited to New Zealand and the People’s Republic of China). Any dispute arising from the ownership and legality of Client’s funds or any associated penalties shall be settled by the Client. If any loss is incurred by to TFNZ as a result, TFNZ shall be fully indemnified by the Client. 

Article 32 Miscellaneous

32.1 This Agreement is governed by the laws of New Zealand. New Zealand courts have the exclusive right of jurisdiction over disputes related to this Agreement, except where such disputes fall under the applicable arbitration rules. In the resolution to all judicial acts, arbitrations or disputes, the parties hereto waive any right of being indemnified against damage.

32.2 Dispute Resolution:  If Client has a complaint, it should contact TFNZ. TFNZ will endeavour to quickly and satisfactorily resolve the complaint. In the event that Client is not satisfied, Client is invited to put its complaint in writing to:

The Compliance Manager, Tiger Fintech (NZ) Limited

Level 27, 151 Queen Street Queen Street, Auckland Central, New Zealand

complaint.tfnz@tigerfintech.com

 

32.3 If the parties cannot agree on how to resolve the issue, or if Client decides not to use the internal complaints scheme, Client can contact Financial Dispute Resolution Service (“FDRS”). FDRS is an independent approved dispute resolution scheme for settling disputes between people and businesses, and the organizations that provide them with financial services and advice. This service will be provided at no cost to the Client and will help us resolve any disagreements. Client can contact Financial Dispute Resolution Service at:

Financial Dispute Resolution Service 

Post: Freepost 231075

PO Box 2272

Wellington 6140

 

Address: Level 4, 142 Lambton Quay, Wellington Central, Wellington 6011, New Zealand 

Telephone: 0508 337 337, International calls: +64 4 910 9952 

Web: www.fdr.org.nz

Email: enquiries@fdr.org.nz

 

32.4 This Agreement contains the complete agreement entered into by and between the parties hereto who will not make other statements or provide other securities out of this Agreement. The unenforceability of any term hereof shall not affect the effectiveness of other terms hereof. TFNZ’s failure to perform any term hereof shall not be deemed as its waiver of the terms hereof.

32.5 Client agrees upon TFNZ’s recording of all their conversations over the phone. Client acknowledges TFNZ’s privacy statement and agrees upon TFNZ’s collection/use of Client’s information according to TFNZ’s rules.

32.6 Without TFNZ’s prior written consent, Client shall not transfer any rights or obligations hereunder. After sending notice to Client, TFNZ may transfer this Agreement to another broker, trader or futures broker. This Agreement should guarantee TFNZ’s successor’s or assignee’s interests. 

32.7 Client authorizes TFNZ directly or through a third party to inquire Client about the information required as held by TFNZ for carrying out business activities with Client. The inquiry may include credit report and other credit examination requested when Client breaches this Agreement or breaks the obligation hereunder or verification of the information provided by Client to the third-party database.

32.8 TFNZ enjoys the right of interpreting and modifying this Agreement. Client cannot alter or waive any part of this Agreement. Client confirms that TFNZ may alter this Agreement upon sending out the notice of agreement alteration by email or Client’s login. Client’s use of TFNZ’s service after receiving the abovementioned notice is deemed as its acceptation of the altered agreement.

32.9 In case of any terms hereof being fully or partially ineffective or unenforceable due to whatever reason, the other terms hereof shall remain valid and binding.

32.10 In case of any discrepancy between this Agreement and the contents provided by the designated website of Tiger Group/TFNZ, this Agreement shall prevail. 

32.11 This Client Service Agreement shall be made in both English and Chinese. In case of any discrepancies between the Chinese version and English version, the English version shall prevail.

Article 33 Interpretation

33.1 In the Agreement the following terms have the following meanings except where the context otherwise requires:

Term

Meaning

Account

Your account with us maintained on the Platform that records key information.  

Agreement

This agreement comprising the terms & conditions, Privacy Policy and Disclosure Statements.  

Assets

All Personal Property acquired or held by you (or on your behalf) under in or connection with this Agreement (and whether or not acquired using a Margin Loan) and all Proceeds of such Assets including as described in Records. 

Business Day

Monday to Friday, other than any public holiday within the meaning of section 44 of the Holidays Act 2003 that occurs in Auckland.  

CGA

Consumer Guarantees Act 1993

Client

The person(s) named as client in the application form for the Services.  

Collateral 

All Assets that are Financial Products and money, and their Proceeds, held in a Client’s Margin Account. 

Data

All data and information (including personal information) owned, held, used or created by Client or on Client’s behalf that is stored using, or inputted into, the Platform (excluding data and information, TFNZ owns, holds, uses or creates).

Disclosure Statement

Any disclosure statement provided by TFNZ (or through TFNZ) in relation to this Agreement, Financial Products or a Transaction, including risk disclosures and information disclosed on the Website.  

Distribution

Includes a dividend, distribution, return of capital or other moneys or payment of interest in relation to Financial Products. 

Documentation

The user and technical documentation designed to enable you to properly use and operate the Platform (if any), including any update of the documentation.

Equity

The balance of the Margin Loan available for draw down showing in Client Margin Account from time-to-time adjusted for any gains or losses on Assets (whether or not realised).

Event of Default

Includes any of the following events:

Client fails to pay any amount payable to TFNZ when it becomes due, including where Client fails to pay a Margin call;

Client is in breach of this Agreement, any other agreement or arrangement with TFNZ or an associated person;

Client fails to provide assurance satisfactory to TFNZ of performance of an obligation, after request from TFNZ in TFNZ’s sole discretion; 

any representation or warranty made by Client or on Client’s behalf is incorrect, untrue or misleading in material particular; 

Client incurs or undergoes an Insolvency Event;

for any length of time TFNZ considers reasonable in the circumstances, Client is not contactable or does not respond to a communication from TFNZ; 

Client commits an act of serious misconduct including fraud or dishonesty;

either Client or any related person (including Client personnel) are currently in breach of Law.  

Financial Product 

Includes a debt security (including a bond), an equity security (including a stock, share), a managed investment product, a derivative  (including an option, future, contract for difference). 

GST

Any form of value added tax anywhere, including the goods and services tax within the meaning of the New Zealand Goods and Services Tax Act 1985.

Insolvency Event

in respect of a person, any of the following happening:

the person becomes (or is at risk of becoming) insolvent and/or unable to pay the person’s debts as and when they fall due;

an order or an application is made for the person’s liquidation;

a receiver, administrator, liquidator, statutory manager or similar is appointed to the person or any of the person’s assets;

the person stops or suspends payments to its creditors generally;

the person proposes a winding up, dissolution, reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

the person becomes (or is at risk of becoming) bankrupt or enters (or is at risk of entering) the no asset procedure;

the person ceases (or threatens to cease) to carry on business; or

a similar or equivalent event to any listed above occurs (in any jurisdiction).

Law

Includes any international, national or local law, by-law, Act of Parliament, regulation, other enactment, or any rule, code, sanction or other requirement promulgated by a reputable public authority in New Zealand or elsewhere.

Loan

Has the meaning given to that term in clause 14.1. 

Loss

Includes any loss, damage, liability, claim, demand, action, judgment, settlement, fine, penalty, charge, interest, cost and expense (including all legal fees on a solicitor-own client basis, and compliance costs)

Margin

The value TFNZ requires Client to maintain Client’s Margin Account from time-to-time. 

Margin Account

Account maintained on the Platform by TFNZ that records key information including the value of Client Equity from time-to-time. 

Margin Client

The Client, where the Client that has chosen to open a Margin Facility or has an open Margin Facility. 

Margin Facility 

Has the meaning given to that term in clause 10.1. 

Margin Loan

Has the meaning given to that term in clause 10.1.

Margin Requirements

Has the meaning given to that term in clause 10.8.

Outstanding Amount

All moneys of whatever nature owing or payable (whether or not due) by Client to TFNZ from time-to-time under or in connection with this Agreement.

Platform 

An electronic platform, together with the Systems, provided by TFNZ or a third party to support provision of the Services.

Personal Property 

Has the meaning given to that term in the PPSA. 

PPSA

Personal Property Securities Act 1999 (New Zealand). 

Privacy Policy

TFNZ’s privacy policy from time-to-time.

Proceeds

Identifiable or traceable Personal Property:

(i) that is derived directly or indirectly from a dealing with Collateral or the proceeds of Collateral; and

(ii) in which the Client acquires an interest (directly or indirectly), and

includes
(i) Distributions; and
(ii) a payment made in total or partial discharge or redemption of chattel paper, an intangible or investment security, or a negotiable instrument (as those terms are defined in the PPSA).

Records

Include orders, invoices, reports, statements, trade/order confirmations, securities registers.  

Security Interest

Each and every security interest given by Client to TFNZ under or in connection this Agreement. 

Services

The services TFNZ provides to Client under or in connection with this Agreement including services provided on or through the Platform and services provided by third parties on TFNZ’s behalf.  

TFNZ Event of Default

Includes any of the following events:

TFNZ fails to pay any amount payable to a third party when it becomes due;

TFNZ is in breach of any agreement or arrangement with a third party; 

TFNZ incurs or undergoes an Insolvency Event, where

in each case, TFNZ has TFNZ Obligations that it is not able to meet, in part or whole, for any reason. 

TFNZ Obligations

Has the meaning given to that term in clause 10.10.2.

Transaction

A transaction contemplated by this Agreement and any agreement or documents entered into, or to be entered into, pursuant to this Agreement and includes:

purchase or sale of a Financial Product by Client using the Services (whether or not the Financial Product is transacted in the name of Client);

the opening or closing of a derivative position by Client, TFNZ or any other person;

the transfer of funds from Client to TFNZ (or to any third party on TFNZ’s behalf);

the transfer of funds from TFNZ (or any third party on TFNZ’s behalf) to Client.  

Systems

Software, IT solutions, systems and networks (including software and hardware) used in connection with the provision of the Platform and the Services, including any third party solutions, systems and networks.

Website

The internet site at www.tigerbrokers.nz and any other website TFNZ or its partners use from time to time.  

We/Our/Us/TFNZ

Tiger Fintech (NZ) Limited, a New Zealand Company (company number 8187510). 

You/Your

The Client.  

 

33.2 In this Agreement, except where the context otherwise require, 

33.2.1 a reference to:

(i) a clause or a schedule is to a clause in or a schedule to the Agreement;

(ii) a person includes a natural person (individual), a body corporate, an association of persons (whether corporate or not), a trust, a governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal personality;

(iii) personnel includes directors, officers, employees, contractors, and agents of a person (excluding personnel of the other party);

(iv) including and similar words do not imply any limit;

(v) a statute includes references to that statute as amended or replaced from time to time;

(vi) a party is a reference to a party to the Agreement, and includes that party’s permitted assigns; and

(vii) NZD, $ or dollars are to New Zealand currency.

33.2.2 A reference to the headings in the Agreement are for convenience only and have no legal effect.

33.2.3 A reference to the singular includes the plural and vice versa.

33.3 In the event of an inconsistency or conflict between any of the parts of the Agreement, these terms and conditions will take priority to the extent necessary to resolve the inconsistency or conflict.

 

By entering into this Agreement with TFNZ, I acknowledge that I have understood and accepted the holding of my funds by TFNZ, and, where applicable, I hereby authorize the transfer of my funds to TFNZ’s trade execution counterparty Interactive Brokers, or such other broker or counterparty approved by TFNZ, for the purpose of international securities trading,

 

I confirm that the personal identity information, property situation, investment experience and any information submitted to TFNZ are true and accurate. I acknowledge that I have understood and agreed with authorizing TFNZ to use the abovementioned materials to open a securities account and to use the same under all necessary circumstances and when making all necessary documents, upon which I am willing to be bound.