These standard terms and conditions regulate all Accounts opened via this website.
Important Note: Whilst all the provisions in this Mandate create legal obligations, your attention is drawn to the provisions in BOLD as they may be particularly onerous to you as the Client.
1.1 Nedgroup Private Wealth Stockbrokers (Pty) Ltd Registration Number 1996/015589/07 ("NPWS") is a member of the JSE Limited ("the JSE").
1.2 NPWS is regulated by the JSE equities rules and equities directives, the JSE derivatives rules and derivative directives and the interest rate and currency rules ("IRC") and directives, South African Futures Exchange ("SAFEX") and other applicable exchanges ("the Rules), as well as the provisions of the Applicable Legislation defined below.
1.3 NPWS is a juristic representative of Nedgroup Private Wealth (Pty) Ltd (FSP 828).
1.4 This agreement constitutes a mandate as contemplated in the Rules and these terms and conditions regulate the relationship between NPWS and the Client ("the/this Mandate").
1.5 On acceptance by you on these terms and conditions and on compliance with account opening procedures, this Mandate will become effective.
2.1 Account/s or the Account/s means a controlled account as defined in the Rules.
2.2 Applicable Legislation means the Pension Funds Act 24 of 1956; the Collective Investment Schemes Control Act 45 of 2002 ("CISCA"); the Financial Intelligence Centre Act 38 of 2001 ("FICA"); the Financial Advisory and Intermediary Services Act 37 of 2002 ("FAIS"), The National Credit Act ("NCA"),The Securities Services Act 36 of 2004 ("SSA") and :
2.2.1 all statutory and other requirements relating to money laundering locally and abroad;
2.2.2 all rules and regulations relating to any relevant exchange and or/clearing institution;
2.2.3 applicable and acceptable market practice and custom;
2.2.4 directives, circulars or practice notes issued by a regulatory body (including self- regulated organisations);
2.2.5 all other South African or foreign legislation and other laws (current or subsequent, replacing, amending or repealing).
2.3 Business Introducer means an individual or legal entity that may or may not be an intermediary that introduced the Client to NPWS resulting in this agreement.
2.4 Client or you/your means the applicant detailed in the online application form.
2.5 Client Investment Risk Profiling Questionnaire or CIRPQ means the prescribed form required by NPWS to assess the Client’s Risk Profile.
2.6 Confidential Information means any information regarding the affairs of the Client that is not in the public domain and that NPWS considers to be relevant and necessary in order to perform the Services in terms of this Mandate;
2.7 Investments Advice means as defined in the JSE equity Rules and Directives.
2.8 Investment/s means
2.8.1 equity securities;
2.8.2 JSE listed securities traded on the JSE Derivatives trading system or the IRC trading system;
2.8.3 securities listed on an exchange in the Republic of South Africa other than the JSE;
2.8.4 units, participation or any form of participation in a collective investment scheme as defined in CISCA or any similar scheme registered or licensed in a foreign country;
2.8.5 funds intended for the purchase of securities, units or participation;
2.8.7 Foreign currencies;
2.8.8 Money broking transactions;
2.8.9 Any financial product contemplated in terms of the Applicable Legislation, other securities, financial instruments or transactions as the Stockbroker may agree with you in writing.
2.9 JSET means JSE Trustees (Pty) Ltd.
2.10 The/This Mandate means the standard terms and conditions and the online registration information.
2.11 SAFEX means the derivative division of the JSE Limited.
2.12 Services means services provided in terms of the SSA in respect of -
2.12.1 the buying and selling of Investments;
2.12.2 the custody and administration of Investments;
2.12.3 the management of Investments by an authorised user;
2.12.4 the clearing of transactions relating to Investments;
2.12.5 the settlement of transactions relating to Investments.
2.13 Securities shall have the meaning as defined in the SSA or any other Applicable Legislation from time to time;
2.14 STRATE means STRATE Limited, South Africa’s Central Securities Depositary, registered in terms of the Security Services Act, no. 36 of 2004.
3.1 Words importing any one gender shall include the other two genders;
3.2 The singular shall include the plural and vice versa;
3.3 The words and phrases in this Mandate shall, unless the contrary appears, have the meaning ascribed to them in the Rules and the Applicable Legislation.
3.4 In the event of a conflict between the Rules and the Standard Terms and Conditions, the Rules shall take precedence.
3.5 The Standard Terms and Conditions shall apply to the Services and all transactions undertaken in accordance with them, as well as related agreements provided to the Client on a case by case basis. They supersede and replace any earlier terms and conditions provided to the Client by NPWS.
3.6 Where NPWS provides certain services to the Client, NPWS may require the Client to enter into a separate written agreement. Prior to the Client entering into such agreement the Standard Terms and Conditions will apply. In the event that the Client enters into a separate written agreement, the terms of such separate agreement will prevail but shall be supplemented by the Standard Terms and Conditions (to the extent that they do not conflict with such separate written agreement) and by any separate notice or disclosure which NPWS may send to the Client from time to time.
4. INVESTMENT SERVICES AND MANDATE
4.1 The Client appoints NPWS as its agent to manage the Investments on an Execution Only basis. This means that NPWS has no legal obligation to provide the Client with Investment Advice and requires the Client’s prior instructions and consent or that of a third party duly authorised by the Client, to effect transactions. NPWS is not obliged to pro-actively advise the Client, however NPWS advisors are at the Client’s disposal for information and advice when so requested. Such advice will not fall within the scope of this Mandate.
4.2 NPWS accepts this Mandate and authority subject to the Standard Terms and Conditions and Applicable Legislation.
4.3 The Client authorises NPWS to enter into ancillary agreements with exchanges, custodians, counterparts, brokers and/or vendors, where it is reasonably contemplated that such agreements are necessary to give effect to this agreement or the Services.
4.4 In terms of the Applicable Legislation, NPWS is required to ensure that the Client as a buyer and seller of listed securities is aware of the settlement obligations and the Rules, which are related to the trading and settlement of securities. NPWS warrants that it has informed the Client of their settlement obligations, and the Client warrants that it has been so informed. The Client further warrants that failure to meet settlement obligations in terms of the Rules, will result in the Client being liable for any losses, costs, charges and penalties incurred or imposed by NPWS.
A copy of the settlement obligations can be viewed on this website and are incorporated into this Mandate by reference.
4.5 The Client acknowledges that a CIRPQ is not required and indemnifies NPWS against any losses as a result of decisions made by the Client.
4.6 NPWS may, unless instructed otherwise by the Client in writing, in its discretion choose whether to carry out any transaction as agent or principal, or partly as agent and partly as principal (in which case separate contract notes will be issued by NPWS).
4.7 NPWS shall not do anything that could infringe on Applicable Legislation and as such its decisions shall be binding on the Client.
4.8 NPWS agrees to adhere to the best execution principle in respect of transactions. That means that it will take reasonable steps to ensure that the result is the best possible result for the Client taking into account the Client’s instructions. In order to implement the best execution principles all transactions in equity Securities must be conducted through the JSE central order book.
4.9 In the absence of an instruction to the contrary, the Client authorises and appoints NPWS to exercise its full discretion and attend and vote on the Client’s behalf at shareholders meetings or at any other relevant meetings and to make decisions in relation to any elective corporate events in respect of any Securities forming part of the Client’s Account.
5. MANAGEMENT OF INCOME AND CASH
5.1 All income, deposits, transfers including interest, dividends, proceeds from disposals and cash (Client’s funds), received by NPWS for the Client’s account, arising from the services provided in terms of this Mandate, shall be paid into a JSET account for the Client’s credit, or into any other account as may be permitted by the Applicable Legislation unless instructed otherwise by the Client.
5.2 The Client authorises NPWS to retain or to withdraw any cash deposited by NPWS on the Client’s behalf in JSET, or from the account maintained for that purpose by NPWS’s appointed custodian, such amounts as are actually required to–
5.2.1 pay for investments purchased on the Client’s behalf;
5.2.2 effect such other payments as are strictly necessary for the operation of this Mandate;
5.2.3 discharge a debt due to NPWS in respect of the management fees due under this mandate;
5.2.4 discharge a debt due to NPWS in respect of a margin lending facility or any other purpose; and
5.2.5 discharge an obligation in respect of an account ceded, pledged or encumbered in any way by NPWS on the Client’s instruction.
5.3 Where this Mandate is terminated, or where the Client has instructed NPWS by notice in writing to realise and repay any portion of the investments under NPWS’ management, NPWS shall pay any cash into the bank account nominated by the Client, subject to SA Reserve Bank ("SARB") exchange control regulations where applicable.
6. FEES AND CHARGES
6.1 In consideration for the services to be provided by NPWS in terms of this Mandate or any additional services, NPWS shall be entitled to fees, commissions, administration fees or charges as set out in the Fee Schedule as amended from time to time, as well as any other fees, costs or charges reasonable incurred in terms of this Mandate. This includes recouping from the Client any management fees, charges, costs or commission charged by a third party.
6.2 All fees charged in terms of this Mandate are exclusive of VAT.
6.3 In the case where the Client has been referred by a Business Introducer, referral fees may by paid by NPWS to the Business Introducer on the Client’s behalf.
6.4 Should this Mandate be terminated during any calendar month, NPWS’s pro rata fees will be payable on date of termination.
6.5 Any amount due for fees, charges and costs will be debited to the Client’s account. The Client agrees that NPWS may deduct, withhold or set off such fees, charges or costs from any amount received by NPWS for the Client’s account or due by NPWS to the Client. The Client specifically authorises NPWS to realise any investment held in terms of this Mandate should there be insufficient cash available to settle any outstanding fee, charge or cost.
6.6 NPWS may increase or vary fees, charges and costs in the Fee Schedule, on written notice to the Client.
6.7 Any amount owing to NPWS shall bear interest at the Nedbank Prime Overdraft Rate plus 3% from date of demand until payment thereof has been received by NPWS.
7. FOREIGN INVESTMENTS
7.1 NPWS may, at the Client’s request, engage in foreign exchange transactions, including foreign direct investments or asset swap investments, provided that such investments are made in accordance with and subject to the prevailing legislation at the time and the investment objectives set out in the relevant Annexure if applicable. In particular, NPWS may be required from time to time to repatriate a portion of the funds invested in order to comply with exchange control regulations regarding foreign direct investment thresholds set by the SARB. In this respect, the Client irrevocably authorises NPWS to do all things necessary to comply with the SARB exchange control regulations, as may be amended from time to time, including but not limited to, liquidating sufficient foreign assets in the account and repatriating the proceeds, if required.
7.2 The Client acknowledges that in terms of the SARB Exchange Control rulings concerning foreign investment by private individuals (natural persons) resident in South Africa, the Client is entitled to invest up to an amount limited by the South African Reserve Bank ("SARB") outside the common monetary area.
7.3 The Client undertakes and warrants that:
7.3.1 any monies placed with NPWS for foreign investment in terms of this mandate do not exceed this limit.
7.3.2 before any such funds are remitted outside the common monetary area, all the necessary forms and declarations for SARB and the South African Revenue Service would have been completed.
7.3.3 that the forms referred to above will have been correctly completed and that in the event that a claim is made against NPWS due to the forms not being correctly completed, that the Client indemnifies NPWS in respect of such claim.
7.3.4 trade in foreign Securities will not be permitted without the required foreign currency being on deposit with the elected custodian, the completion and submission of this Mandate and the duly authorised exchange control forms are required.
7.3.5 the Client acknowledges that he/she/it has been informed of the risks inherent in the investments set out above and, where appropriate, has been handed copies of any specific risk disclosure documents published from time to time by specific financial markets.
7.4 The Client acknowledges that in executing this Mandate, NPWS may act through a third party of its choice. NPWS shall ensure that such third party will in respect of foreign investments, give a similar undertaking and comply with similar obligations as those with which NPWS undertakes in terms of this mandate.
7.5 All transactions will be effected at the best price quoted on the relevant foreign market and limit orders will not be entertained in the ordinary course of business.
7.6 NPWS shall furnish the Client with a monthly statement of account showing details of any change in the foreign investments held on the Client’s behalf, including any cash held on the Client’s behalf at the date of the statement of account.
7.7 All cash deposits including interest, dividends, proceeds of disposals and cash, received by NPWS for the Client’s account arising from the management of a foreign investments in terms of this mandate, shall be held in a trust account separate from NPWS’s assets or those of the third party unless it is has been paid over to the Client on receipt by NPWS.
7.8 To facilitate such transactions as this Mandate provides for, the Client authorises NPWS to have an interest as principal in any transaction for the purchase and sale of foreign Securities on the Client’s behalf. Where NPWS acts as principal with an interest in any transaction for the purchase or sale of such investments on the Client’s behalf, NPWS will not be entitled to charge the Client a fee as brokerage or commission in respect of such transaction.
7.9 The Client acknowledges that any foreign investment made by NPWS on his/her/it’s behalf will be placed with a custodian of NPWS’s choice. All investments other than cash will be registered and, where applicable, held in a central depository or electronic scrip registry, in the custodian’s nominee name on the Client’s behalf and for his/her/it’s benefit, subject to any Applicable Legislation.
7.10 Should the Client request in writing that a foreign investment made by NPWS on his/her/it’s behalf be re-registered in the Client’s own name and delivered to the Client, costs arising out of such process will be for the Client’s account.
7.11 NPWS undertakes that the custodian with whom the Investments will be deposited for custody purposes shall be a member of a recognised securities authority and shall be subject to the relevant regulation. Such custodian shall, subject to any agreement to the contrary between the Client and NPWS:
7.11.1 bear responsibility for receiving any proxies, notices, reports or other communications relating to such foreign investment and for communicating promptly such receipt to NPWS. Neither the custodian nor its nominees or agents shall vote upon or in respect of any foreign Securities nor shall they execute any form of proxy to vote thereon or give any consent or take any action (except as provided for in sub-paragraph (f) below) except on receipt of NPWS’s instructions;
7.11.2 collect on the Client’s behalf all interest and dividends and all other income and payments in respect of foreign Securities held on the Client’s account and credit the same to the Client’s account with the custodian or NPWS account with the custodian as the Client’s authorised agent, which account shall be separate from NPWS’s assets or those of the custodian;
7.11.3 present for payment all foreign Securities which are called, redeemed or otherwise become payable and all coupons and other income items which call for payment upon presentation and shall credit any such receipt to the above mentioned account;
7.11.4 exchange foreign Securities where such exchange is purely required for administrative reasons;
7.11.5 inform NPWS timeously of all corporate actions relating to the Client’s holdings and shall take instructions from NPWS;
7.11.6 whenever notification of rights entitlement or a fractional interest resulting from a rights issue, dividend in specie or share split is received for foreign Securities held on the Client’s account and such rights entitlement or fractional interest bears an expiry date, if instructions are not received timeously, sell such rights entitlement or fractional interest and credit the above mentioned account with the net proceeds of such sale.
8. CUSTODY AND REGISTRATION OF INVESTMENTS
8.1 All investments other than cash managed by NPWS in terms of this mandate shall be registered in the name of NPWS’s nominee company and shall be held by NPWS in custody on the Client’s behalf subject to the Applicable Legislation and on the terms set out in this mandate. Beneficial ownership of the Securities in the account shall remain with the Client.
8.2 The Client authorises NPWS to move such investments from one electronic record to another or withdraw Investments from custody for the purpose of:
8.2.1 transferring the investments on the Client’s instructions or upon termination of the Mandate, at the Client’s risk to such destination as instructed in writing;
8.2.2 dealing with the investments as may actually be required in fulfilling this mandate;
8.2.3 lodging the investments on the Client’s behalf with any person or entity in terms of an order of court ;
8.2.4 any other lawful purpose in terms of this mandate.
It is specifically recorded that NPWS may not exercise the rights attaching to any investments for its own purpose or interest but may only act in accordance with the Client’s instructions.
9. STATEMENTS AND CONTRACT NOTES
9.1 NPWS shall furnish the Client with a monthly statement of account showing details of all holdings, transactions and interest on the Account, including any cash held by JSET/ Money Market account on the Client’s behalf at the date of the statement of account.
9.2 Any disputes in respect of monthly statements should be reported by the Client to NPWS within 20 (twenty) business days after receipt of the statement, failing which, and in the absence of evidence to the contrary, the statement will be presumed to be correct.
9.3 NPWS shall not be obliged to provide the Client with statements more frequently than monthly.
9.4 In addition to statements NPWS will provide the Client with a contract note or electronic communication in respect of each transaction.
9.5 The contract note or confirmation will supersede and replace any oral acknowledge given at the time of the Client’s order. The Client should contact NPWS if a contract note or confirmation does not correspond with the Client’s instructions. Contract notes and confirmations are conclusive and binding on the parties.
9.6 NPWS may allocate transactions to a specifically designated suspense account and issues a single brokers note or electronic confirmation. In this instance the Contract note may reflect an average price, as permitted in terms of the Rules and the price and times of each transaction may be provided to the Client by NPWS on request.
10. RISK DISCLOSURE AND ACKNOWLEDGMENTS
10.1. NPWS represents, and the Client acknowledges, that there is risk associated with investing in local or foreign financial products across all asset classes including, but not limited to, listed and unlisted Securities, collective investment schemes and cash. Investing in any asset class involves the risk of capital loss. Additional risk factors that the Client is exposed to include but are not limited to: market, interest rate, liquidity, currency, credit, counterparty, concentration, regulatory, political and inflation risks. Past performance is not a guide to future performance.
10.2. The Client further acknowledges that NPWS makes no representation or provides any guarantees in respect of the repayment of capital, or the timing thereof and/or the performance of the Investments.
10.3 The Client acknowledges that certain transactions contemplated in the Mandate may be subject to the provision of the National Credit Act and that the Client may be requested to complete additional documents or comply with additional requirements.
10.4 The Client undertakes not to commit market abuse either intentionally or negligently or by omission. Market abuse means distorting, misleading, manipulative or deceptive transactions as well as taking unfair advantage of the market by using insider information.
10.5 NPWS need not obtain and transmit to the Client any information, which a product supplier must disclose in terms of any law, unless the Client specifically requests NPWS to do so in writing.
11. TRADING INSTRUCTIONS AND COMMUNICATION
11.1 It is recorded and agreed that the preferred method of receiving trading instructions from the Client is a verbal communication via telephone. No SMS or telephonic instructions by a Client to or via the cellular telephone of a representative of NPWS will be accepted In the event that NPWS at its election chooses to execute orders issued by telefax, email or any means other than verbal communication via telephone, the indemnity in 11.10 shall apply.
11.2 NPWS may in certain circumstances request a written instruction.
11.3 The Client consents to NPWS recording any telephone conversation between the Client or its authorised representative and any member of NPWS’s staff with or without the use of an automatic tone warning device.
11.4 Recordings and transcripts shall be used for the purposes of resolving disputes, quality control and record retention and the Client authorises NPWS to deliver such recordings to a regulatory authority on request by that authority.
11.5 The Client acknowledges that the content and substance of such recordings may be used in the resolution of any dispute between the Client and NPWS, and as such will be accepted by the Client as conclusive evidence of the orders, instructions and conversations. NPWS shall not be obliged to deliver full transcripts of such recordings and the Client accepts that an affidavit signed by a duly authorised person in NPWS confirming the content of such recording shall constitute rebuttable proof of the facts confirmed in such recording.
11.6 All recordings shall be and will remain the sole property of NPWS and may be admissible into evidence at the sole discretion of NPWS.
11.7 This website is designed to assist the Client with many aspects of the investment management process. Any instructions received from the Client via these channels are governed by and enforceable in terms of these terms and conditions.
11.8 Where a transaction is placed and/or executed, or confirmation of a transaction is transmitted to the Client through an electronic medium, NPWS may, acting in good faith, rely on any instructions or requests made by or believed to be made by any person who is or who is believed to be a person authorised by the Client to give such instructions or requests.
11.9 The Client acknowledges that fax/email transmitted instructions/documents can be tampered with prior to being transmitted; can be fraudulently abused by others; that delays can occur and that it is not possible to verify signatures which may not be legible and that discrepancies can occur as a result thereof;
11.10 The Client indemnifies and holds NPWS (including without limitation the directors, Officers or employees of NPWS) and any third party with whom NPWS contracts with on the Client’s behalf (whether as principal or agent), harmless in the event of any direct, indirect or consequential liability, loss, damage or cost of any kind or nature arising from 11.9 and by virtue of the fact that the transaction or communication is executed via an electronic medium, whether or not as a result of the destruction of data system malfunction, interruption of communication links or any other problem over which NPWS has no control.
12. JOINT CLIENTS AND TRUSTEES
Where the Client comprises more than one person:
12.1 any instruction , notice, demand, acknowledgement or request given by or to the client under this Mandate may be given by or to ONE of the joint Clients and will be regarded as a final discharge of NPWS’s obligations under this Mandate.
12.2 NPWS shall not be responsible for ensuring that either of the joint Clients has authority to represent the other joint Client.
12.3 On the death of any one of the joint Clients, NPWS may at its discretion treat the survivor as the only person(s) entitled to the Client’s Investment unless otherwise instructed by the Executor of the Deceased Client.
12.4 Where the Client comprises of one or more trustees, the Client:
12.4.1 shall notify NPWS in writing of any changes to the trustees of the relevant trust
12.4.2 shall be responsible for ensuring that each trustee has the necessary power to enter and transact under this Mandate.
13.1 Either party may, on written notice to the other party terminate this Mandate. NPWS shall not initiate any transaction on behalf of the Client, after written notice of termination has been received from the Client or given by NPWS. The Client agrees that any transaction initiated on behalf of the Client prior to receipt of written notice of termination shall be completed and shall not affect any legal rights or obligations which may then already have arisen.
13.2 Upon termination of this mandate, NPWS shall as soon as practically possible, return all cash, assets and documents of title, if any, to the Client or it’s representative and shall simultaneously provide the Client with a final statement of account. If the assets and documents of title are held in a trust account and/or are in possession of a custodian or nominee company, NPWS shall ensure that such custodian or nominee company will undertake to return such assets or documents of title to the Client.
13.3 This Mandate shall immediately terminate in the event that NPWS for any reason ceases to be a member of the JSE.
14. WARRANTIES AND INDEMNITIES
14.1 The Client warrants the he/she/it has read and understand the Terms and Conditions applicable to transacting on the website and indemnifies and holds NPWS (including without limitation the directors, Officers or employees of NPWS) and any third party with whom NPWS contracts on the Client’s behalf, harmless in respect of:
14.1.1 any loss incurred on the Client’s behalf pursuant to any bona fide investment made by NPWS in terms of this Mandate; and
14.1.2 any and all claims, damages, liabilities, costs and expenses, including reasonable attorney and client fees, which may be brought against NPWS by reason of the operation of the Client’s account or in respect of Securities that may be fraudulent, tainted or defective in any way, and
14.1.3 any tax liability, levy or penalty which may arise out of the tax treatment of the Investments by any tax authority, and for which tax liability the Client agrees he is wholly liable. In particular tax on interest accruing for the Client’s benefit on any cash invested with NPWS and tax on the increase in value of any investment administered or managed by NPWS on the Client’s behalf, and
14.1.4 the Client undertakes to refund NPWS on demand any amount which NPWS may be lawfully called upon to pay by any revenue authority in respect of interest or gain accruing for the Client’s benefit, and
14.1.5 the Client is advised to consult a professional tax advisor on both foreign and local legislation, rulings or directives that may be applicable to the Investments.
14.1.6 any loss incurred by the Client as a result of NPWS acting on instruction of a representative of the Client whether in terms of a Power of Attorney or otherwise. In this regard NPWS shall not be responsible for checking the validity or lawfulness of such appointment.
14.2 NPWS indemnifies the Client against any losses, liabilities, costs, charges or expenses incurred by the Client (but excluding any indirect or consequential losses) caused by the gross negligence or wilful misconduct of NPWS or its employees. This indemnity extends to the powers granted to NPWS where the Client authorises a third party to act on the Account in terms of a Power of Attorney.
14.3 The indemnity obligations of each party shall continue after the termination of this agreement.
14.4 Notwithstanding the above, the Parties acknowledge that NPWS must act in accordance with the Applicable Legislation in carrying out any instructions under this agreement.
14.5 The Client warrants to NPWS for the benefit of NPWS that:
14.5.1 all personal, corporate and financial information provided in the online registration is complete and accurate;
14.5.2 NPWS will be informed of any changes to the above;
14.6 The Client will comply with the Applicable Legislation and the anti-money laundering policies of NPWS;
14.7 The Client is duly authorised and empowered to sign and act in terms of this Mandate, and that all reasonable consents, resolutions and authorisations have been obtained;
14.8 This Mandate shall in no way violate or breach any laws, judgements, rules applicable to the Client.
14.9 The Investments are delivered to NPWS free of any lien, charge, cession or assignment and they shall remain free of any such lien or charge or assignment while they are held by NPWS.
15. CONFIDENTIALITY AND CONSENT
Save as selected by the Client in the Communication and Marketing Section or as may be required by law as necessary for the performance of the obligations under this agreement, neither party may directly or indirectly disclose to any other person, or use or permit to be disclosed or used for any purpose other than a purpose contemplated by this agreement or as a consequence of any direction given pursuant to this agreement or in the normal course of business, the terms of this agreement or any information that may be acquired by any party in the execution of this agreement and each party must keep all such information confidential, except where same becomes generally available other than by breach of this agreement.
16. ENTIRE AGREEMENT AND VARIATIONS
16.1 This Mandate, together with the information provided in the online application contains the entire agreement between the parties with regard to an account opened via the website and supersedes all earlier conduct by the parties or prior agreement between the parties with respect to its subject matter. Any amendment, to this Mandate with the exception of increases/variations to fees and charges in terms of clause 6.6, shall be of no force or effect unless it is in writing and signed by both parties thereto.
16.2 Any provision under this Mandate which is or may become illegal, invalid or unenforceable shall in no way affect or impair the validity, legality and enforceability of the remaining provisions.
17. GOVERNING LAW AND JURISDICTION
This Mandate, and any dispute arising from or connected to it, is governed by the laws of the Republic of South Africa. The parties hereby consent to the jurisdiction of the magistrate’s court for the determination of any legal action instituted under this agreement. Notwithstanding this, the parties shall not be prohibited from litigating in the high court having jurisdiction should either party so elect.
18. FORCE MAJEURE
In the event of any failure, interruption or delay in the performance of the obligations of NPWS in terms of this Mandate resulting from acts, events or circumstances not within the control of NPWS, including but not limited to acts of God, industrial disputes, acts or regulations of any governmental bodies and authorities or of any investment exchange or clearing house, or the breakdown, failure or malfunction of any electronic communication, postal or computer service, or any other reason beyond the control of NPWS. NPWS shall not be liable to the Client or any other person in respect of any direct, indirect or consequential loss, damage, claim or costs arising there from.
19. SERVICE OF LEGAL NOTICES
19.1 The parties choose as their respective addresses for the purpose of the service of all notices and process pursuant to this Mandate, the respective physical address, facsimile or email address provided by the Client on the online registration, or such other physical address as may be stipulated by notice in writing.
19.2 Any notice given in terms of this mandate shall be given in writing and shall be deemed, unless the contrary is proved, if delivered by hand to have been received on the date of delivery, if transmitted by facsimile or email, to have been received on the date of transmission, and if sent by post, to have been received 10 days after the date of posting.
NPWS may at any time on one calendar month notice in writing to the Client cede, assign or transfer any of its rights or obligations in and under this agreement to a third party who is authorised to manage investments in terms of the Applicable Legislation. Such cessionary and assignee shall, unless this Mandate is thereupon terminated by the Client, assume all such rights and obligations with effect from the first day of the calendar month following such notice period.
21. COMPLAINTS AND DISPUTES
21.1 All complaints arising from this Mandate and the Services should be directed to the following firstname.lastname@example.org
21.2 NPWS shall deal with all complaints timeously and in accordance with the Applicable Legislation.
21.3 If a Client is dissatisfied with NPWS’s handling of a complaint, the complaint may be referred to the JSE Limited.
One Exchange Square