Trading Service Agreement
This Online Trading Service Agreement (the "Agreement") will cover the Online Trading Facility which allows access through the Internet of your (the "Customer") Online Trading Account with AB Capital Securities, Inc. (the "Broker"). In consideration of the Broker accepting and maintaining an account for you, you hereby agree that you have read, understand, consent and agree to all the terms and conditions contained in the following Agreement:
1. The signature(s) appearing on this form is/are true and official signature(s) of the account and may be used for verification of the said signature(s) at all times and for all purposes.
2. You hereby represent and warrant as follows: (i) you are of legal age, have full capacity and not otherwise disqualified from executing this Agreement and complying with the terms and conditions hereof. If you are a corporate applicant, you further represent and warrant that: (ii) you are a corporation duly organized, validly existing and in good standing under the laws of the Philippines and under the laws of its origin (in case of foreign corporations), (iii) all appropriate and necessary corporate and legal action have been taken by you to authorize the execution and delivery of this Agreement and the performance and observance of the terms hereof. (iv) the signatories and the signature(s) appearing on this form are duly authorized signatories of the corporation, and, (v) in case of a foreign corporation, the execution, delivery, performance and observance of this Agreement by the foreign corporation and by the Broker will not violate the laws of their jurisdiction and the laws of their jurisdiction allow them to enter into and perform this Agreement.
3. You shall explicitly agree to be bound to the bylaws, constitution, rules, regulations, oversight, customs and usage of the Philippine Stock Exchange (PSE), and its clearing house, the Securities Regulation code of the SEC and Capital Market Integrity Corporation (CMIC), and other pertinent laws, rules and regulations, if any, on which such transactions are executed, and shall be held liable for any breach of such laws, rules and reguations.
Furthermore, you consent to the submission of any electronic recording of online transactions to the concerned regulatory bodies upon their request.
4. The Internet service for the Online Trading Facility is provided on a best-efforts basis by a third party Internet Service Provider. Since the Broker is not the provider of the Internet Service, the Broker shall not be liable for performance, acts, or omission of the said Internet service. Reasonable care and diligence has been taken by the Broker in the choice of its Internet Service Provider for the Online Trading Facility. However, there can be no assurance about the performance and availability of such Online Trading Facility through the Internet, and no such assurance is hereby made, and no assurance shall be deemed to have been made by the Broker by virtue hereof (i.e. possibilities of discrepancy in the data displayed, technical glitch, delayed execution and other risks associated with online trading trasactions).
5. You understand that the Broker provides no tax, legal or investment advice of any kind, nor gives advice or offer any opinion with respect to the nature, potential value or suitability of any particular securities transaction or investment strategy. You further understand that while you may be able to access investment research reports through the Internet from the website, including computerized online services, the availability of such information does not constitute a recommendation to buy or sell any of the securities discussed therein. Any investment decisions you make will be based solely on your own evaluation of your financial circumstances and investment objectives. Any order entered using your password is yours. If third parties gain access to our services, including your accounts, you will cooperate in defending and indemnifying us against any liability, costs or damages arising out of claims or suits by such third parties based upon or relating to such access and use.
6. You understand that all orders entered by you electronically are based upon your investment decisions and are unsolicited and your sole responsibility and you will not hold, nor seek to hold, the Broker or any of its officers, directors, employees, agents, subsidiaries or affiliates, liable for any trading losses or other losses incurred by you. You understand that entering an order with the Broker, including market orders does not guarantee execution of the order (e.g. technical glitch, unmatched posting(s), etc.), and you agree that the Broker shall not be responsible for any order that is not executed. You understand that the Broker has the right to break any executed transaction on the grounds that it was, in the Broker's opinion, "clearly erroneous". The Broker shall not be deemed to have received any order electronically transmitted by you until we have actual knowledge of such order. When you place a request to cancel an order, the cancellation of that order is not guaranteed. Your order will only be canceled if your request is received in the marketplace and matched up with your order before your order is executed. During market hours, it is rarely possible to cancel your market order as market orders are subject to immediate execution (cancellation of order(s) cannot be made during pre-opening from 9:00 am to 9:30am). Do not assume that any order has been executed or cancelled until you have received a transaction confirmation from the Broker via e-mail or the website. Be aware that the Broker, from time to time, receives late reports from the exchange reporting the status of transactions. Accordingly, you may be subject to late reports related to orders that were previously unreported to you or reported to you as being expired, cancelled, or executed. In addition, any reporting or posting errors, including errors in execution prices, will be corrected to reflect what actually occurred in the marketplace.
7. For use of the Online Trading Facility, you will be given a password to enable you to place orders and access account information through the Broker's website. You acknowledge, represent and warrant that you have received a password which provides access to your account and that you are the sole and exclusive owner and are the only authorized user of such password and accept sole responsibility for use, confidentiality and protection of the password as well as for all orders and information changes (i.e., change of address) entered into your account using such password. You shall be liable for all transactions placed through the Online Trading Facility resulting from the use or misuse of your password. You accept full responsibility for the monitoring and safeguarding of your accounts. You will immediately notify the Broker in writing, delivered via e-mail and registered mail, if you become aware of any loss, theft or unauthorized use of your password and account number; or any failure by you to receive a message from us indicating that an order was received and executed; or any failure by you to receive an accurate written confirmation of an execution; or any receipt by you of confirmation of an order and/or execution which you did not place; or any inaccurate information in your account balances, securities positions, or transaction history. The Broker shall not be liable for any transaction or losses from your account despite receipt of your notice of loss or unauthorized use of your password if such transaction or losses occurred at or prior to the system tagging of your accounts, or failure of the computer machine to register such notice of loss or for any reason whatsoever. If you forget your password, you must submit to the Broker a signed written request for issuance of a new password.
As a risk management protocol, and in accordance with the " Direct Market Access Agreement" with the PSE, the" password" will automatically expire in ninety ( 90 ) days. However you have the option to retain the same " password " . Furthermore, you are required to log off from the electronic trading when not in use. If you fail to do so, your access will automatically be logged off in twenty ( 20 ) minutes without prior notice nor warning . The Broker will not be responsible for any losses, claims or damage incurred arising from such termination or logged off.
Process of Online posting and execution – The Online trading facility is automated, and therefore, does not require Broker internvention nor manual approval. You have the ability to invest in stocks through the internet by simply entering your transaction (Buy or Sell) by clicking the “Entry Button” when you choose your transaction (the GET QUOTE link will allow to view 5 real-time BID VOL, BID PRICE, ASK PRICE AND ASK VOL.), and click the “SEND ORDER” link to put your order to the PSE Board.
There will be a pre-set mandatory risk filter imposed by the Broker for the validation of electronic orders. Currently, the price that you can place is a maximum of ten (10) percent from the last traded price. If you breached the said specific parameters, then your electronic orders will be rejected.
(Note: Specific parameters maybe amended from time to time.)
During normal operation, the guarantee time of process from send order to the PSE Board is approximately 3 seconds.
In case of technical problem(s) originating from our online trading service providers, our IT administrator will notify and provide you of our office contact numbers where you can course your trading orders while the online trading facility is being fixed.
8. The risks attendant to the use of the Online Trading Facility shall be for your account in as much as the use of the Online Trading Facility is electronically and system generated. You authorize the Broker to make transactions in accordance with the order details received via the Online Trading Facility. The Broker, its directors and employees, its affiliates, and the PSE, its directors and employees, will not be liable for any consequential, incidental, special or indirect damage (including lost profits, trading losses, and damages) that result from inconvenience, delay or loss of the use of the Online Trading Facility even if the Broker has been advised of the possibility of such damages. The use and storage of any information including, without limitation, the password, portfolio information, transaction activity, account balances and any other information or orders available on your personal computer is at your own risk and is your sole responsibility. You are responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required for accessing and using the website or related services, and for all communications service fees and charges incurred by you in accessing the website or related services.
9. The Broker and its affiliates, the PSE, its directors and employees will not be liable for any losses not directly attributable to the fault or gross negligence of the Broker or its affiliates, including but not limited to the failure of Internet service, electronic or mechanical equipment or communication lines, telephone or other interconnection problems (e.g. if you are unable to access your online service provider), unauthorized access, theft, operator errors, severe weather, earthquake, floods and strikes or other labor problems. The Broker may modify the Online Trading Facility or change the terms of this Agreement, in whole or in part, upon notice through the Online Trading Facility and/or in writing.
10. On August 11, 2011,the SEC granted ABCSI exemptive relief from SRC Rule 30.2-2. Accordingly, you agree to accept confirmation electronically through media such as email or through the Broker's website. This shall be binding in the absence of any written objection received by ABCSI within 24 hours of the next business day.
11. You understand that the Broker may at any time, at our sole discretion and without prior notice to you, prohibit or restrict your access to the use of the website or related services and your ability to trade (i.e. violation(s) of SEC, PSE, CMIC etc. rules). The Broker may terminate your account at any time for any reason and without prior notice to you. The closing of an account will not affect the rights and/or obligations of either party incurred prior to the date the account is closed. The Broker can reject any electronic orders, if in its absolute discretion, there are grounds in doing so, and shall not be bound to furnish you any reasons thereto.
Likewise, you shall not transmit, distribute, redistribute, disseminate or make available to any third party the data arising from or derived from the PSEtrade.
12. All orders for the purchase of securities through the Online Trading Facility will be on cash basis. Your account must contain sufficient funds to cover the purchase price of the securities, the Broker's commission, and all the applicable costs attributable to you as the buyer. There is a limit to the amount you can trade for buy orders. Your limit will be the amount available in your account balance (e.g. Upon posting(s) of your purchase order(s), your available cash balance will be reduced by the amount of the said positng(s)). Any order inadvertently accepted and executed without sufficient funds in the account will be subject to cancellation or liquidation at the Broker's discretion. You are responsible for all of 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 via wire or personal check, cashier's check or money order made payable to the Broker must be promptly submitted to the Broker to assure that such payment will be received and processed on or prior to settlement date. If payment is not 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 all associated costs incurred by the Broker.
13. The Broker requires that stocks in good deliverable form be deposited into your online trading account prior to the acceptance of a sell order (your selling order(s) cannot be executed if shares of stock (scripless) are not available in your portfolio). In the event a sell order is inadvertently accepted and executed without the required stock deposited in your account, you agree to immediately deliver to the Broker the securities sold in good deliverable and negotiable form. You are responsible for any losses or expenses incurred by the Broker as a result of your failure to make such delivery. In order to complete your short sale, the Broker must be able to borrow the security you sold and did not own. You will be subject to a buy-in of the security for your account and at your expense if we are subsequently unable to borrow the security that you have sold short. If the securities are bought in, you will be responsible for any resulting losses and all associated costs incurred by the Broker. The proceeds of all sales will be retained in your account unless you request otherwise. All other sell orders will be for securities owned by you at the time the order is placed, and must be long and in good deliverable form in your account on date of the transaction.
14. You understand that the Broker may charge commissions and other fees for execution or any other service furnished to you, and you agree to pay such commissions and fees at the Broker's then prevailing price. You acknowledge and agree that such commission rates and fees are determined and set solely by the Broker and are subject to change at any time, with reasonable notice by posting such notice on the website, and you agree to be bound thereby. You agree to pay any applicable Electronic Communication Network fees. You further agree to pay all applicable fees and taxes. A schedule of fees is available on the website.
15. The Broker will receive dividends on your behalf, and will credit your account on or shortly after the payable dates. You will be notified of any subscription rights received by the Broker for your account.
16. Any and all securities, or contracts relating thereto, now or hereafter held or carried by the Broker in any of your account (either individually or jointly with others), are to be held by the Broker as security or collateral for the payment of any liability to the Broker in any of the said account(s), with the right on the part of the Broker to transfer moneys or securities from any one account(s) to another when in the sole and exclusive judgement of the Broker, such transfer may be necessary; and all such securities may, from time to time, and without notice be pledged and repledged by the Broker, either separately or in common with other securities, for any amount due upon your account(s), without the Broker retaining in its possession or control for delivery a like amount of similar securities or commodities.
17. The Broker is specifically authorized to lend, either separately or with other securities, to itself or to others, any of your securities held by it as collateral for all liabilities to the Broker.
18. If the Broker, in the event of death, of either party to the common account, and in reliance upon this instrument, deal with or in any manner pay, deliver to, credit or trust either party to such common account, and any all deeds and things done or suffered by or for either party to such account or in their names and on their behalf shall, as to the Broker, be binding upon the parties to such common account, their representative(s) assign(s), heirs and successors-in-interest.
19. The Broker shall have the right, whenever in sole or exclusive discretion, and whenever necessary for its protection, or in the event that: (i) a petition for bankruptcy, or for appointment of a receiver is filed by or against you, or (ii) an attachment is levied against your account(s) with the Broker, or (iii) you fail to comply with the provision of Section 12 and 13 hereof, and in all cases, regardless whether, the account is carried individually or jointly with others: (x) to buy any or all securities and commodities which may be short in such account(s), as well as (y) to transfer money or securities from any one of your account(s) to another, and to close any or all outstanding contracts, all without the need of notice or demand for margin, additional security or collateral, or notice of sale or purchase, or any other notice or advertisement, all of which are hereby waived. Any such sales or purchases may be made at the discretion of the Broker of any exchange or other market where such business is then usually transacted, or at public auction or private sale all without need of notice or demand all of which are hereby waived; and in case of sale at public auction or on an exchange, the Broker may be purchasers for its own account. Notwithstanding the foregoing, you shall, at all times, be liable for the payment of any amount owing on your account(s) with the Broker upon demand and that you shall be liable for any deficiency remaining in any such account(s) in the event of the liquidation thereof in whole or in part by the Broker or by you. For the purpose of selling, buying, or performing other acts pursuant to the above paragraph, you hereby irrevocably appoint the Broker, its successors or assigns, as your attorney in fact with power to sell, buy or act, for any of your account(s) (whether carried individually or jointly with others), to agree upon the price of said securities, execute bills of sale, receipts, assignments of all your rights, title and interest to the purchaser(s) thereof. The Broker is also authorized to deliver or accept delivery of the corresponding stock certificates and/or any portions of the securities held under any of your account(s) (whether carried individually or jointly with others) and herein pledged, to be transferred to the name of the Broker or its nominee. All acts and things which the Broker may do or cause to be done in accordance with the power herein conferred upon the Broker are hereby deemed ratified by you.
20. Any amount due from you to the Broker shall bear interest at a rate which shall be determined by the Broker and at which rate shall be equivalent to the cost of the funds of the Broker for maintaining such balances.
21. It is agreed that in the event of any controversy or litigation arising out of this Agreement, the books of the Broker shall be final and conclusive evidence of the amount due to the Broker. It is further agreed that this Agreement and any controversy arising hereunder shall be subject to the provisions of the Philippine Constitution and rules and regulations of the Securities and Exchange Commission, the Philippine Stock Exchange, Philippine Clearing House and other applicable regulatory agencies and customs, usages and practices of the foregoing, it being understood that the said provisions, customs, usages and practices shall for all intents and purposes be deemed integral parts of this Agreement. In the event of any controversy or litigation arising out of this Agreement, the Broker shall be entitled to reimbursement for all actual expenses of litigation as well as attorney's fees and cost of suit, all of which shall be in amount equivalent to not less than twenty five percent (25%) of the total amount of your indebtedness then outstanding to the Broker. Venue for litigation shall be in the proper courts of Makati, and you hereby waive any other applicable venue.
22. Communication may be sent to you at your postal or e-mail address or at such other addresses as you may hereafter give to us in writing or enter on the website. All communication so sent, whether by mail, email, telegraph, fax, messenger or otherwise shall constitute personal delivery to you and be deemed delivered and received by you whether actually received or not. It is also agreed that all communication sent to your indicated address shall be conclusive and binding on you, in the absence of any written objection received by the Broker within twenty four (24) hours from the time the communication was sent to the said address.
23. It is hereby further agreed that the terms and conditions printed on this Agreement form part hereof as fully as if they were stated at length over your signature(s) hereto affixed and they are therefore unconditionally agreed to.
24. This Agreement shall likewise take effect immediately, and shall not be revoked by a party except upon five (5) days prior written notice to the other party, and in any event, notwithstanding such revocation, the terms hereof shall continue to be effective as against all transactions entered into by the Broker prior to receipt by the Broker of the written notice of revocation from you. This Agreement shall inure in favor of the Broker's successors and assigns and shall continue until a signed notice of revocation is received.
25. References to the Securities and Exchange Commission, the Philippine Stock Exchange and the PSE Clearing House shall be deemed to refer also to their successors in interests and assigns.
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