Customer Agreement
This is your Customer Agreement ("Agreement"). It is the contract which specifies the terms and conditions which apply to your brokerage account with CAPITAL SECURITIES (PTY) LTD. ("Capital Securities"). Your signature on the Capital Securities Account Application confirms that you agree to abide by this Agreement. PLEASE READ THIS DOCUMENT CAREFULLY and retain it for future reference.
Nature of Services
By entering into this Agreement, you acknowledge that decisions relating to your investments or trading activity must be made by you or your duly authorized representative. Capital Securities will not provide you with any legal, tax or accounting advice or advice regarding the suitability or profitability of a security or investment. You also acknowledge that Capital Securities' employees are not authorized to give any such advice and that you will not solicit or rely upon any such advice from them or from Capital Securities. You agree that Capital Securities and its officers, directors, employees, agents and affiliates will have no liability for the investment decisions made for your account. In addition to retaining the sole responsibility for investment decisions, you understand and agree that you are responsible for knowing the rights and terms of all securities in your account, specifically including valuable rights that may expire unless the holder takes action. This includes, but is not limited to, warrants, stock rights, convertible securities, bonds and securities subject to a tender or exchange offer. You understand and agree that Capital Securities accepts no obligation to notify you of any upcoming expiration or redemption dates, or, except as required by applicable law or regulation, to take any action on your behalf without specific instructions from you.
Warranties by Account Holder
By signing the Account Application, you warrant that all of the information on the Account Application was provided by you or at your direction, that it is accurate and complete to the best of your knowledge and belief and that each of the following statements is accurate as to you and to your Capital Securities Account:
- You are of legal age to enter into contracts.
- No one except those persons who have signed the Account Application has any interest in the Account unless such interest is revealed in the title of the Account.
By signing the Account Application you also authorize Capital Securities in its discretion to make and obtain reports concerning your credit standing and business conduct. This includes, but is not limited to, verifying the information you provide on the Account Application, contacting your employer and/or obtaining credit reports. If you are married and live in a community property state, you authorize Capital Securities to make and obtain such reports regarding your spouse.
Joint Accounts
Generally, if this is a Joint Account, each signer of the Agreement ("Joint Owner") agrees that all Joint Owners are jointly and separately liable for all obligations arising under the Agreement. Each Joint Owner agrees that each other Joint Owner shall have the authority to buy, sell (including short sales) and otherwise give instructions to Capital Securities regarding the Joint Account, to communicate with and receive information from Capital Securities concerning the Joint Account, to receive on behalf of the Joint Account money, securities and property of every kind and to dispose of same, to make on behalf of the Joint Account agreements relating to any of the foregoing matters and to terminate or modify or waive any of the provisions of such agreements and generally to deal with Capital Securities on behalf of the Joint Account as fully and completely as if that person were the sole owner of the Joint Account, all without notice to the other Joint Owners.
Each Joint Owner agrees that Capital Securities is authorized to follow the instructions of any other Joint Owner in every respect concerning the Joint Account and to make deliveries to any Joint Owner, or upon instructions by any Joint Owner, of any or all securities in the Joint Account, and to make payments to any Joint Owner, or upon orders of any Joint Owner, of any or all monies at any time or from time to time as such Joint Owner may order and direct, even if such deliveries and/or payments shall be made to such Joint Owner personally, and not for the Joint Account. Each Joint Owner further agrees that Capital Securities shall not be under any duty or obligation to inquire into the purpose or propriety of any such demand for delivery of securities or payment of monies. Notwithstanding any of the foregoing, should Capital Securities receive conflicting instructions from any two or more Joint Owners, Capital Securities is authorized in its sole discretion and without liability because of fluctuating market conditions or otherwise to do any one or more of the following;
- select which instructions to follow and which to disregard;
- suspend all activity in the Joint Account, and refuse to buy, sell or trade any security, and refuse to disburse any monies or properties, except upon further written instructions signed by all the Joint Owners;
- close the Joint Account and send any and all securities, monies or other property by ordinary mail to the address of record;
- file an action in any appropriate court, in which event Capital Securities shall be entitled to recover all costs including reasonable attorneys' fees in an amount set by the court.
The authority conferred hereby shall remain in force until Capital Securities receives written notice of revocation. You also agree that in the event of the death of any Joint Owner, the survivor or survivors will notify Capital Securities immediately in writing that the Joint Owner has died. Capital Securities may, before or after receiving this notice, take any actions, require any documents and inheritance or estate tax waivers, retain a portion of and/or restrict transactions in the Account if Capital Securities deems these actions advisable in order to protect itself against any tax, liability, penalty or loss. The estate of the deceased Joint Owner and the surviving Joint Owners will continue to be jointly and severally liable to Capital Securities for any net debit balance or loss in the Account resulting from the completion of transactions initiated prior to receipt by Capital Securities of the written notice of death of the deceased Joint Owner or incurred in the liquidation or the adjustment of the interests of the Joint Owners, Capital Securities and/or any third parties.
Account Administration
Telephone Recording.
You agree that Capital Securities may record telephone calls to monitor the quality of service and to verify securities transactions information.
Interest on Debit Balances.
Debit balances in any of your Accounts, whether or not such accounts are specifically denominated "margin accounts", may be charged interest in accordance with Capital Securities' established custom. In any event the applicable rate will not be greater than the Bank of Botswana Prime Rate + 5%.
Satisfaction of Indebtedness.
You agree to satisfy, upon demand, any indebtedness, and to pay any debit balance in any of your Accounts. No account of yours may be closed without Capital Securities first receiving all securities and/or other property for which the Account is short and outstanding debts which you owe to Capital Securities for any reason whatsoever. The reasonable costs and expenses of collection of any such indebtedness or debit balance, including but not limited to attorneys' fees, shall be payable by you to Capital Securities.
Liens.
All of your securities and/or other property in any Account in which you have an interest or which at any time are in the possession or under the control of Capital Securities, shall be subject to a lien for the discharge of any and all indebtedness or any other obligation you may have to Capital Securities. All of your securities and/or other property shall be held by Capital Securities as security for the payment of any such obligation or indebtedness to Capital Securities in any Account in which you have an interest. Capital Securities, subject to applicable laws, may at any time and without giving you prior notice, use and/or transfer any or all securities and/or other property in any Account in which you have an interest, without regard to Capital Securities having made any advances in connection with such securities and/or other property and without regard to the number of Accounts you may have with Capital Securities. In enforcing the lien, Capital Securities at its sole discretion may determine which securities and/or other property are to be sold or which contracts are to be closed.
Confirmations, Account Statements, Notices and Other Communications.
Confirmations.
It is your responsibility to review upon first receipt, whether delivered to you in the mail, by electronic mail, or other electronic means, all confirmations of transactions. Transactions shall be binding upon you, if you do not object, either in writing or via electronic mail, within thirty (30) days after the confirmation is first received by you. In all cases, Capital Securities reserves the right to determine the validity of your objections to the transaction.
Account Statements.
It is your responsibility to review upon first receipt, whether delivered electronically or in hard copy, all Account statements. The Information contained in your Account statements (excluding transactions which are covered under Confirmations above) shall be binding upon you, if you do not object, either in writing or via electronic mail, within thirty (30) days after the Account statement is first received by you. In all cases, Capital Securities reserves the right to determine the validity of your objection to the information contained in the Account statement.
Notices and other Communications.
Notices and other communications, including, but not limited to, margin and maintenance calls, delivered or mailed to the mailing address or to the electronic-mail address provided by you shall, until Capital Securities has received notice in writing of any different address, be deemed to have been personally delivered to you whether actually received or not. Notices and other communications may also be provided to you verbally. Such notices and other communications left for you on your answering machine, or otherwise, shall be deemed to have been delivered to you whether actually received or not.
Terms and Conditions of Trading
Applicable Rules and Regulations.
All transactions under this Agreement are subject to the constitution, rules, regulations, customs and usages of the Botswana Stock Exchange where the transactions are executed by Capital Securities and its agents, including subsidiaries and affiliates of Capital Securities. Also, where applicable, the transactions are subject to Botswana laws governing securities transactions and any self-regulatory organization authorized to oversee them.
Purchases of Securities.
To process orders to purchase securities, Capital Securities generally requires that the Account contain Available funds equal to or greater than the purchase price of the securities prior to placement of an order. For purposes of this Agreement, "Available Funds" is defined as the sum of money market funds and credit interest balances, plus funds receivable from settled sales and the loan value available to you on marginable securities if your account is a margin account, minus funds needed to pay for recent purchases and minus funds needed to pay for any open orders and any uncleared deposits. Any order inadvertently accepted and/or executed without sufficient funds in the Account will be subject, at Capital Securities' discretion, to cancellation or liquidation. You are responsible for your orders, including any orders which exceed Available Funds in your Account. If full funds are not available in the Account and an order is processed, your payment to Capital Securities must be promptly submitted to Capital Securities to assure that such payment will be received by settlement date, or as market conditions warrant, your Account may be liquidated without prior notification. In the event your Account is liquidated, you will be liable for any resulting losses and associated costs incurred by Capital Securities.
Sales of Securities.
You agree that you will not enter sell orders except orders to sell "short" (which are so designated by you) unless the stock which you are selling is long and in good deliverable form in your Account or possession on or before placement of the order. Any sell order which is inadvertently accepted by Capital Securities in the absence of stock long and in good deliverable form in your Account will be subject, at the discretion of Capital Securities, to cancellation or buy-in.
Cancellation Requests.
All "cancellation requests" are accepted by Capital Securities on a best efforts basis only. By signing this Application you indicate that you understand and agree that when you place a request to cancel an order, cancellation of that order is not guaranteed.
Late and Corrected Reports.
From time to time all brokerage firms receive late and/or erroneous reports from exchanges or market makers. By signing this Application you indicate that you understand and agree that the status of orders which are not reported to you or which are reported as having expired, been cancelled or been executed, may be changed in response to such late reports in order to reflect what actually occurred in the marketplace with respect to such orders.
Restrictions on Trading.
You understand that Capital Securities may at any time, at its sole discretion and without prior notice to you, prohibit or restrict your ability to trade securities, or to substitute securities, in your Account.
Market Data.
Capital Securities may make available to you certain market data, such as quotes, graphs and indices, containing information in which Capital Securities, various securities exchanges, and associations assert a proprietary interest. You agree that you understand that these exchanges and associations do not guarantee the timeliness, sequence, accuracy or completeness of these market data or of any other market information. Neither they nor Capital Securities shall be liable to you for any losses which may arise from your use of these data whether caused by inaccuracies, errors, delays or omissions, and you agree to indemnify and hold harmless these exchanges and associations and Capital Securities from any such losses. By signing the Account Application, you agree that you shall use real-time quotes only for your individual use and that you shall not furnish such data to any other person or entity.
Telephone Trading Provisions
Account Access.
You understand that you can access your account in various ways including telephone to a broker and online services. By accepting this Agreement, you agree that, in the event you experience difficulty in reaching Capital Securities through one of these methods, it is your responsibility to attempt to use an alternate method if you believe it to be important to complete the communication.
Order Transmittal.
It is your responsibility to notify Capital Securities immediately if you believe you have placed an order but have not received an order number or if you believe that you have placed an order which has not been accurately acknowledged. If you fail to do so, neither Capital Securities nor any of its officers, employees, agents, affiliates or subsidiaries will have any liability to you arising from such trades. Furthermore, in the instance of verbal confirmation of a telephonic order, you agree to be bound to the verbal confirmation repeated back to you, unless you object at the time of placement of the order.
Disruption of Service.
You agree that Capital Securities and its affiliates will not be liable for any losses resulting from a cause over which they do not have direct control. This includes but is not limited to failure of electronic or mechanical equipment or communication lines, telephone or other problems with access to the internet, unauthorized access, theft, operator errors, severe weather, earthquakes, floods and strikes or other labor problems. You further agree that Capital Securities and its affiliates will not be liable for any consequential, incidental, special or indirect damage (including lost profits, trading losses and damages) which result from delays in or loss of the use of Capital Securities' services, even if Capital Securities was aware, in the ordinary course of business, of the possibility of such delay or loss.
Severability.
If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.
Waiver.
Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by a director of Capital Securities.
Successors.
You hereby agree that this Agreement and all its terms shall be binding on your heirs, executors, administrators, personal representatives, and assigns. This Agreement will inure to the benefit of Capital Securities and its successors, assigns, and agents. Capital Securities may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without giving you notice, or to any other entity upon prior written notice to you.
Power of Attorney.
You agree and hereby irrevocably appoint Capital Securities with full power as your true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Capital Securities deems necessary or advisable to accomplish the purposes of this Agreement.
Modification of Agreement.
You agree that Capital Securities may modify the Services it provides or change the terms of this Agreement, in whole or in part, upon notice to you through its online system and/or telephone system and/or in writing.
Entire Agreement.
This Agreement may be amended by Capital Securities upon written notice. Otherwise, this Agreement, together with all other written agreements between you and Capital Securities related to your Account and terms contained on statements and confirmations sent to you, contains the entire understanding between you and Capital Securities concerning the subject matter of this Agreement.
Headings.
The heading of each provision of this Agreement is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
Choice of Law.
This Agreement shall be deemed to have been made in Botswana and shall be construed, and the rights and liabilities of the parties determined, in accordance with the laws of Botswana.
Termination of Account.
You may close your account at any time by giving us written notice. Capital Securities reserves the right to terminate your account at any time for any reason. Such a termination will not affect the obligations or liabilities of the parties incurred or arising from transactions initiated under the Agreement prior to the termination, including the provisions regarding arbitration, which will survive termination of the Agreement. On termination of this Agreement, it will be your responsibility to issue instructions in writing with regard to the assets held in your Capital Securities account. Unless and until Capital Securities receives such instructions, it will not be under any obligation to take any action with regard to your assets. You agree that you will be responsible for any transaction costs associated with your instructions, including commissions and related costs.
Extraordinary Events.
Capital Securities and/or its agents will not be liable for losses caused directly or indirectly by government restriction, exchange or market rulings, suspension of trading, computer or telephone failure, war, earthquakes, strikes or any other conditions beyond Capital Securities' control.
Special Provisions for Margin Account
M1. Introduction.
In addition to the foregoing provisions governing your Capital Securities account, you agree to be bound by the following additional terms and conditions if you apply and are approved for margin trading. Please consult the Capital Securities Directory of Services for specific information detailing the terms and conditions under which interest will be charged. Should you choose to undertake such margin trading, you should understand that, while trading on margin may present a greater opportunity for profit, it also represents a higher degree of risk than does non-leveraged trading.
M2. Margin Requirements.
Only certain securities, as defined by Capital Securities, may be purchased on margin or used as collateral in your Account. Whether a purchase may be made on margin, how much of the purchase price must be in your Account at the time you place your order, and your margin maintenance requirements are determined by applicable exchange rules, and by Capital Securities. For its protection, Capital Securities reserves the right, at any time and without prior notice to you, to impose stricter requirements than those imposed by applicable exchange rules. Capital Securities requires that you have at least P10,000 in equity in your Account, or such higher amount as required by Capital Securities or applicable rules and regulations, before Capital Securities will extend credit to you. Generally, Capital Securities can loan you no more than 50% of the purchase price of the security you are buying on margin. This percentage may be lower at Capital Securities' discretion. Capital Securities reserves the right to raise or otherwise amend its margin requirement as a result of market conditions at its sole discretion and without notice to you.
M3. Collateral; Liquidation and Covering Positions.
You understand and agree that Capital Securities may amend this or any of its policies concerning accessibility of collateral without notice to you. You agree that Capital Securities may require you to deposit additional collateral and/or may liquidate positions in your Account for any of the following reasons:
- if you fail to promptly meet any call for additional collateral;
- if you indicate to us that you do not intend to meet a call for additional collateral;
- if you file a petition in bankruptcy or if such a petition is filed against you;
- if you seek or acquiesce to the appointment of a receiver;
- if an attachment is levied against any of your Accounts or any Accounts in which you have an interest;
- if you die; or
- any other circumstance which in Capital Securities' opinion warrants such action, including but not limited to changes in the price, trading volume, marginability, or negotiability of your securities.
You agree that, in any such event, Capital Securities may sell any and all securities and/or other property in your Account(s) whether carried individually or jointly with others, buy any and all securities or other property which may be short in such Accounts, or cancel any open orders and close any or all outstanding orders or commitments. Capital Securities may take any of these actions without demand for funds or additional funds, notice of sale or purchase, or other notice or advertisement, each of which is expressly waived by you. Any prior demand, notice or advertisement shall not be deemed a waiver of our right to take these actions without demand, notice or advertisement. Any such sales or purchases may be made at our sole discretion on any exchange or other market where such business is usually conducted or a public auction or private sale, and Capital Securities may be the purchaser or the seller for its own account.
M4. Loan or Pledge of Securities and/or Other Property.
You authorize Capital Securities to lend either to itself or to others any securities and/or other property held by Capital Securities in your Margin Account. Within the limitations imposed by applicable laws, rules and regulations, you agree that all of your securities and/or other property may be pledged and repledged and hypothecated and rehypothecated by Capital Securities from time to time without notifying you, either separately or together with other securities and/or other property of other bona fide customers of Capital Securities, for any amount due Capital Securities in any Account
in which you have an interest. Capital Securities may do so without retaining in its possession or under its control for delivery a like amount of similar securities and/or other property.
M5. Interest Computation.
By signing the Account Application, you agree to pay interest at the rate and computed by the methods set out in the Directory of Services, which is incorporated herein by reference. You further indicate that you understand and agree that rates and methods of calculation may be changed from time to time in the sole discretion of Capital Securities in keeping with changes in market conditions.
M6. Short Sales.
Short sales may only be made in Margin Accounts and are subject to the initial margin and margin maintenance requirements set forth in Section M2, Margin Requirements, above. Any short sale must be designated as such by you at the time you place such an order. In order to facilitate a short sale, Capital Securities must be able to borrow the security that you are selling short to cover the delivery to the purchaser(s). If the stock is recalled by the lender(s) of the securities, Capital Securities will attempt to re-borrow the securities.
However, if Capital Securities is unable to re-borrow the securities, Capital Securities may be forced to cover your short position by purchasing the securities on the open market at the then current market price without notice. If a short position is closed out, you will be liable for any resulting losses and all associated costs incurred by Capital Securities. As noted in Section M5, Interest Computation, above, the market value of short securities is treated as a debit to the consolidated Margin Account balance.
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