Article 1 Overview
This Agreement (“Agreement”) governs the relationship between you (“Client”) and Tiger Brokers (NZ) Limited ( “TBNZ”). In case of any discrepancy between this Agreement and the contents provided by the designated website of Tiger/TBNZ, this Agreement shall prevail. Unless proposed by TBNZ’s manager in writing, this Agreement shall not be altered or waived. Client cannot alter or waive any part of this Agreement. Client confirms that TBNZ may alter this Agreement upon sending out the notice of agreement alteration by email or Client’s login. Client’s use of TBNZ’s service after receiving the abovementioned notice is deemed as its acceptation of the altered agreement. Prior to use of TBNZ’s platform service, Client should carefully read this Agreement and may become TBNZ’s Client after observing all the terms hereof. Once using the functions of TBNZ’s platform, Client forms the agreement relationship with TBNZ and is subject to this Agreement.
Article 2 Risk Prompt
as is common with investments of all kinds, the stock market has certain risks, so it is sensible to be wise with your investment. There is the potential and possibility of loss when investing in securities. The historical data of any securities cannot guarantee its future performance or return. Client’s gain or loss cannot be assured especially during a market downturn. Securities transactions in foreign markets are speculative and has risk. In addition, there are special trading risks which exist out of normal transaction times, including low-flow risk, high-volatility risk, price-changing risk, market failing to be connected, news announcements and larger spread that may have effect on prices. Client should obtain full knowledge and understanding of the relevant risks of securities transactions, when they are considering whether securities 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 TBNZ and its related parties do not ensure the authenticity, sufficiency, timeliness, reliability, completeness and effectiveness of any information relating to securities transactions in any explicit or implied way. The information, data and materials provided by TBNZ are only for reference. Client should recognize and accept that transactions made through the TBNZ platform cannot be free from all risk. The risks arising from trading are borne by Client. TBNZ 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
TBNZ’s representative or employee is not authorized to provide investment, tax or trading advice or to solicit orders. No content of TBNZ’s website, product, community and communication group is a recommendation or solicitation to buy or sell securities or other investments and should not be interpreted in this way.
Article 4 Opening an Account
4.1 Opening an Account
Client authorizes TBNZ to open and keep one or multiple accounts in their name according to their instructions hereof.
4.2 Client’s Qualifications
4.2.1 Client should be a qualified investor who meets the requirements provided by the laws and regulations relating to transaction hereof:
18.104.22.168 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 product to be traded.
22.214.171.124 Corporate organization: Client is fully qualified of having 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.
a. Client refers to the trustor and/or the consignee. In accordance with the trust documents and existing laws, the consignee is entitled to sign this Agreement, to open the type of account applied for, to make transactions and issue instructions. The authorization of trust acquired by the consignee includes but is not limited to buying, selling (including short selling), trading, conversion, repaying, redeeming and withdrawing assets (including delivery of securities to/from the account) and being authorized to trade securities with margin.
b. In case of one consignee performing this Agreement, the consignee indicates that they have the right to perform this Agreement without the consents of other consignees. If several consignees jointly perform this Agreement, TBNZ may decide to require for the written consent of any or all the consignees before following the instructions of any consignee at its discretion.
c. The consignee confirms that TBNZ may follow any consignee’s instructions to deliver funds, securities or any other assets to any consignee, including delivery of the assets to the consignee itself. The consignee ensures that all of the transactions’ made in its account are abiding by the trust documents and applicable laws. All the consignees jointly undertake that TBNZ will be exempted from any claim, loss, expenses or liabilities arising from any transaction made and acts taken by TBNZ according to the consignees’ instructions.
4.2.2 During the periods of registration of, opening an account on and use of TBNZ’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 TBNZ thereof in writing. Client authorizes TBNZ to carry out any investigation to verify the above said information.
4.2.3 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 TBNZ does not know whether someone entering orders with Client's username/password is Client. Unless TBNZ 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 TBNZ. Client remains responsible for all transactions entered using Client's username/password.
Article 6 Transmission of Order
Unless otherwise directed, TBNZ will select the market/dealer through which to route Client's orders. For products traded at multiple markets, TBNZ or its partner may provide "Smart Routing", which seeks the best market for each order through a computerized algorithm. Client should choose Smart Routing if available. TBNZ cannot guarantee the execution of every order at the best posted price: TBNZ may not have access to every market/dealer; other orders may trade ahead; market centers may not honor 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
TBNZ 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 TBNZ. TBNZ may decide to reject Client’s order or to terminate Client’s use of TBNZ’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. TBNZ 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 consistent with Client's order. If TBNZ confirms execution or cancellation in error and Client delays reporting such error, TBNZ reserves the right to remove the transaction from the account or require Client to accept the transaction, TBNZ's discretion.
9.2 Client agrees to notify TBNZ immediately by telephone or 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 TBNZ may adjust Client's account to correct any error. Client agrees to promptly return to TBNZ any assets erroneously distributed to Client.
Article 10 Margin
10.1 Client has the option to select the margin trading facility as part of the account opening process. Before selecting this option, Client should understand the risks associated with margin trading. Margin trading is high risk and may result in a loss of funds greater than Client has deposited in the account. Client represents that he or she has read the "Disclosure of Risks of Margin Trading" provided separately by TBNZ or its partner.
10.2 Requirements to Maintain Sufficient Margin Continuously: Margin transactions are subject to initial and maintenance margin requirements of exchanges, clearinghouses and regulators and also to any additional margin requirement of TBNZ, which may be greater ("Margin requirements"). TBNZ my modify margin requirements for any or all clients for any open or new positions at any time, in TBNZ’s sole discretion. RETION. Client shall monitor his, her or its account so that at all times the account contains sufficient equity to meet Margin requirements. TBNZ may reject any order if the account 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 TBNZ website are indicative only and may not reflect actual Margin Requirements. Client must at all times satisfy whatever Margin Requirements is calculated by TBNZ.
10.3 TBNZ Will Not Issue Margin Calls: TBNZ does not have to notify Client of any failure to meet Margin requirements prior to TBNZ exercising its rights under this Agreement. Client acknowledges that TBNZ generally will not issue margin calls; generally TBNZ will not credit Client's account to meet intraday or overnight margin deficiencies; and is authorized to liquidate account positions in order to satisfy Margin requirements without prior notice.
10.4 Position and Offsetting Trading
10.4.1 IF AT ANY TIME CLIENT'S ACCOUNT HAS INSUFFICIENT EQUITY TO MEET MARGIN REQUIREMENTS OR IS IN DEFICIT, TBNZ HAS THE RIGHT, IN ITS SOLE DISCRETION, BUT NOT THE OBLIGATION, TO LIQUIDATE ALL OR ANY PART OF CLIENT'S POSITIONS IN ANY OF CLIENT'S TBNZ ACCOUNTS, INDIVIDUAL OR JOINT, AT ANY TIME AND IN ANY MANNER AND THROUGH ANY MARKET OR DEALER, WITHOUT PRIOR NOTICE OR MARGIN CALL TO CLIENT . CLIENT SHALL BE LIABLE AND WILL PROMPTLY REIMBURSE TBNZ FOR ANY DEFICIENCIES IN CLIENT'S ACCOUNT THAT ARISE FROM SUCH LIQUIDATION OR REMAIN AFTER SUCH LIQUIDATION. TBNZ HAS NO LIABILITY FOR ANY LOSS SUSTAINED BY CLIENT IN CONNECTION WITH SUCH LIQUIDATIONS (OR IF THE TBNZ SYSTEM DELAYS EFFECTING, OR DOES NOT EFFECT, SUCH LIQUIDATIONS) EVEN IF CLIENT RE-ESTABLISHES ITS POSITION AT A WORSE PRICE.
10.4.2 TBNZ may allow Client to pre-request the order of liquidation in event of a margin deficiency, but such requests are not binding on TBNZ and TBNZ retains sole discretion to determine the assets to be liquidated and the order/manner of liquidation. TBNZ may liquidate through any market or dealer, and TBNZ or its affiliates may take the other side of the transactions consistent with laws and regulations. If TBNZ liquidates any/all positions in Client's account, such liquidation shall establish Client's gain/loss and remaining indebtedness to TBNZ, if any. Client shall reimburse and hold TBNZ harmless for all actions, omissions, costs, fees (including, but not limited to, attorney's fees), or liabilities associated with any such transaction undertaken by TBNZ. If TBNZ executes an order for which Client did not have sufficient equity, TBNZ 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.
10.4.3 If TBNZ does not, for any reason, liquidate under-margined positions, and issues a margin call, Client must satisfy such call immediately by depositing funds. Client acknowledges that even if a call is issued, TBNZ still may liquidate positions at any time.
10.4.4 Client acknowledges that TBNZ also has the right to liquidate all or part of Client's positions without prior notice: (i) if any dispute arises concerning any Client trade, (ii) upon any "Default" as described in 16 below, or (iii) whenever TBNZ deems liquidation necessary or advisable for TBNZ'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 securities(including on margin); (ii) receive account confirmations and correspondence; (iii) receive and dispose of money, securities or other assets; (iv) enter, terminate, or agree to modify this Agreement; (v) waive any part of this Agreement; and (vi) deal with TBNZ 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 TBNZ for all account matters. TBNZ 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 TBNZ notice by telephone or email and TBNZ 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 TBNZ for any debt or loss in the account or upon liquidation of the account. Unless Client indicateS otherwise, TBNZ 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 TBNZ 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, TBNZ will calculate Margin requirements by applying exchange rates specified by TBNZ. TBNZ 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 CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.
12.2 Client agrees that TBNZ’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
Client acknowledges that short sales must be done in a margin account, subject to Margin requirements; that prior to selling short, TBNZ must believe it can borrow stock for delivery; and that if TBNZ cannot borrow stock (or re-borrow after a recall notice) TBNZ may buy-in stock on Client's behalf, without notice to Client, to cover short positions and Client is liable for any losses/costs.
Article 14 TBNZ's Right to Loan/Pledge Client Assets
From time to time TBNZ and Client hereto may enter into transactions in which one party will lend to the other party certain securities. Each such transaction shall be referred to herein as a "Loan". As permitted by relevant regulatory requirements, TBNZ is authorized by Client to lend to itself or to other Clients securities or assets for short selling or other purposes.
By entering into this agreement with TBNZ, Client understands and acknowledges that TBNZ may, without notice, pledge, re-pledge, hypothecate or re-hypothecate Client's securities and assets, separately or together with those of other Clients, for any amount due in any TBNZ account in which Client has an interest, without retaining in TBNZ's possession or control a like amount of assets.
Client permits TBNZ to borrow any eligible paid securities in Client’s account and loan these securities out in the securities lending market. Client gives their consent that Client will not be asked to approve each loan before it is initiated, Client gives their consent that TBNZ will have the discretion to initiate loans of Client’s securities. 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 securities.
For loans of securities, TBNZ may receive financial and other benefits to which Client is not entitled at TBNZ’s discretion, and TBNZ has the right not to allocate the benefits received through securities or assets lending to clients and Client voluntarily surrenders their rights of allocation of the benefits received through securities or assets lending. Client understands and agrees that TBNZ may borrow securities from the Client or other clients and then lend those securities to one of its affiliates, for the affiliate's own purposes (including short selling).
TBNZ acknowledges that even though Client has loaned securities out, Client can still sell Client’s securities at any time. There is no restriction on the selling of Client’s shares by the Client and Client does not have to wait for any reason to sell. Client continues to own the shares when they are loaned out and continues to have market exposure to price fluctuations in ownership of the shares. The borrower of securities has the right to vote, or to provide any consent or to take any similar action with respect to the loaned securities if the record date or deadline for such vote, consent or other action falls during the term of the loan. Such loans could limit Client's ability to exercise securities' voting rights.
Article 15 Security Interests
All assets of any kind held by or on behalf of TBNZ for Client's account are hereby pledged to TBNZ and are subject to a perfected first priority lien and security interest in TBNZ's favor to secure performance of obligations and liabilities to TBNZ arising under this or any other Agreement.
Article 16 Default Events
16.1 "Default" occurs automatically, without notice upon: (i) Client breach/repudiation of any agreement with TBNZ; (ii) Client failure to provide assurance satisfactory to TBNZ of performance of an obligation, after request from TBNZ in TBNZ's sole discretion; (iii) proceedings by/against Client under any bankruptcy, insolvency, or similar law; (iv) assignment for the benefit of Client's creditors; (v) appointment of a receiver, trustee, liquidator or similar officer for Client or Client property; (vi) Client representations being untrue or misleading when made or later becoming untrue; (vii) legal incompetence of Client; (viii) proceeding to suspend Client's business or license by any regulator or organization; (ix) TBNZ having reason to believe that any of the foregoing is likely to occur imminently.
16.2 Client unconditionally agrees that, upon a Default, TBNZ may terminate any or all TBNZ's obligations to Client and TBNZ shall have the right in its discretion, but not the obligation, without prior notice, to liquidate all or any part of Client's positions in any TBNZ account, individual or joint, at any time and any manner and through any market or dealer. Client shall reimburse and hold TBNZ harmless for all actions, omissions, costs, fees (including, but not limited to, attorney's fees), or liabilities associated with any Client Default or any transaction undertaken by TBNZ upon Default.
Article 17 Suspicious Acts
If TBNZ 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), TBNZ 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 18 Commission and Fees, Interest Charges and Funds
Commissions and fees are as specified on the TBNZ website unless otherwise agreed in writing by an officer of TBNZ. Client acknowledges that TBNZ 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 TBNZ website or email or other written notice to Client. TBNZ may pay credit interest to and charge debit interest from Client at interest rates and terms on the TBNZ website. 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 TBNZ website.
Article 19 Account Minus Balance
If a cash account incurs a deficit, margin interest rates will be applied until the balance is repaid, and TBNZ 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 Tiger finds that the client has any amount due, Tiger has the right to pursue such amount along with the interest accrued and any legal or other fees.
Article 20 Risks of Foreign Market, Risks of after-Hours Trading
Client confirms that trading securities transactions 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 taking such risks.
Article 21 Knowledge of Securities, Warrants and Options, Corporate Actions
Client confirms that it is liable for knowing about the terms on any securities in its account, including upcoming corporate actions (e.g., tender offers, reorganizations, stock splits, etc.). TBNZ has no obligation to notify Client of deadlines or required actions or dates of meetings, nor is TBNZ obligated to take any action without specific written instructions sent by Client to TBNZ through TBNZ’s website by email.
Article 22 Quotes, Market Information, Research and Internet Links
Quotes, news, research and information accessible through TBNZ (including through links to outside websites) ("Information") may be prepared by independent Providers. The Information is the property of TBNZ, 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 TBNZ or the Providers. TBNZ reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by TBNZ or a solicitation to buy or sell. Neither TBNZ 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 TBNZ OR THE 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 MERCHANTIBILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE, OR WARRANTY OF NON-INFRINGEMENT.
Article 23 License for Using TBNZ’s Software
TBNZ grants Client a non-exclusive, non-transferable license to use TBNZ Software solely as provided herein. Title to TBNZ Software and updates shall remain the sole property of TBNZ, including all patents, copyrights and trademarks. Client shall not sell, exchange, or transfer the TBNZ Software to others. Client shall not copy, modify, translate, decompile, reverse engineer, disassemble or reduce to a human readable form, or adapt, the TBNZ Software or use it to create a derivative work, unless authorized in writing by an officer of TBNZ. TBNZ is entitled to immediate injunctive relief for threatened breaches of these undertakings.
Article 24 Disclaimer and Liquidated Damages
24.1.1 TBNZ has no obligation of investigating 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 TBNZ’s platform with stolen, fraudulently used or misuse of individual mobile phone number.
24.1.2 All Clients registering and opening an account at TBNZ should obey the relevant laws and regulations and the rules for using TBNZ’s platform and should not release politics-related harmful information, pornographic contents, false advertisement, bloodiness and violence, insulting or slandering comments, disclosure of individual privacy and any other information against relevant laws and regulations, nor should they engage in activities which infringe a third party’s intellectual property right and other legal rights and interests. Client shall bear all the losses arising therefrom while TBNZ will not be held responsible for the same.
24.1.3 Under any and all circumstances, TBNZ 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.
24.1.4 Since investment in securities or financial products has risk of loss, TBNZ will not be responsible for the profit and loss and risk related to Client’s investment.
24.1.5 TBNZ 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.
24.1.6 Interruption, pause, delay or data fault of trading instructions which might occur due to malfunction, break-off, delay or other factors of Internet data transmission.
24.1.7 Client’s trading account and password are revealed or its identity is counterfeited due to its neglect.
24.1.8 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 securities-related information may be faulted or delayed.
24.1.9 Client’s NTE and software system may suffer from illegal attack or virus infection, leading to failure of order for commission or commission failure.
24.1.10 Client’s NTE and software system are incompatible with TBNZ’s online transaction system, causing failure of order for commission or commission failure. In this case, Client may dial TBNZ’s telephone to report such circumstance and acquire technical support but not TBNZ’s economic compensation.
24.1.11 Failure of commission or commission fault is caused by Client’s improper operation.
24.1.12 Loss arising from the circumstances including that Client’s account and password, personal information, or trading information are let out or its identity is counterfeited due to its personal reasons.
24.1.13 Client uses the service provided by TBNZ to conduct any illegal activity or any act infringing other’s rights and interests, thus causing loss to Client and a third party.
24.1.14 Due to network failure, when operating on TBNZ’s platform, Client’s NTE shows that its commission succeeded while TBNZ’s transaction server does not receive Client’s commission instruction, which leads to the risk of Client’s failing to buy or sell securities; since Client’s NTE shows that its commission does not succeed, Client sends another commission order, which results in TBNZ’s transaction server receiving Client’s two commission instructions and transmitting such instructions to the securities company for making transactions, thus Client’s risk of making repeated transactions arises.
24.1.15 Emergency caused by the major change of law and policy or the factors unpredicted and uncontrolled by TBNZ.
24.1.16 The functions of TBNZ’s platform fail due to force majeure such as war, communication fault, natural disaster, strike and the actions taken by the government department, leading to Client’s economic loss.
24.1.17 TBNZ’s designated website and products will publish or transport such contents as news and information provided by its cooperating corporation, with the information provider being noted. TBNZ does not carry out substantive censor or revision of the contents provided by its cooperating corporation and does not guarantee the authenticity thereof, which should be assessed by Client and for which TBNZ is not responsible.
24.2 Liquidated Damages
Client confirms that there may be postponement or interruption during its use of TBNZ’s system, including those arising from TBNZ’s intentional safeguarding of its system. Under no circumstance, by taking whatever action and no matter whatever loss suffered by Client may TBNZ’s obligation exceed the total amount of the maximum monthly commission paid by Client to TBNZ within six (6) months before occurrence of any accident.
Article 25 Privacy Protection
25.1 According to the requirements of legal supervision, TBNZ will collect Client’s non-public information as listed below: identity information and employment information, account balance and transaction history of the account, credit history and investment experience.
25.2 TBNZ will collect Client’s individual information in the following conditions: opening an account or making transaction, providing Client’s contact information when making telegraphic transfer, depositing or withdrawing fund from Client’s account.
25.3 TBNZ 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.
25.4 Personal information protection measures: TBNZ will take security measures conforming to 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.
25.5 Unless required by laws and regulations, TBNZ will not disclose Client’s personal non-public information to a third party. TBNZ 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 TBNZ’s responsibility or protect TBNZ’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 26 Client Maintain Alternative Trading Arrangements
Computer-based systems such as those used by TBNZ are inherently vulnerable to disruption, delay or failure. CLIENT MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO Client's TBNZ ACCOUNT FOR EXECUTION OF CLIENT'S ORDERS IN THE EVENT THAT THE TBNZ SYSTEM IS UNAVAILABLE. By signing this Agreement, Client represents that Client maintains alternative trading arrangements.
Article 27 Disclosure Statement
TBNZ hereby makes the following statements to Client:
(A) Client will be advised of the methods for depositing funds into the TBNZ client funds accounts when the account opening procedure is completed. Client may choose at the depositing stage which of the available TBNZ client funds account to deposit their funds into. Thereafter, TBNZ 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 for the benefit of Client of TBNZ and the bank is not entitled to combine the account with any other account(s), or to exercise any right of set-off or counterclaim against the money in this account in respect of any sum owed to it on any other account of TBNZ, or that of any other person.
(B)TBNZ will ensure that Client’s Assets are protected from the time of receipt until：(a)legal title to the Securities 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 TBNZ that funds deposited with us for the purpose of onward transmission to an execution counterparty for participation in an IPO be so transmitted;
(C) For the purposes of United States securities trading, Client’s funds that are lodged with TBNZ may be held and protected by TBNZ trade execution counterparty Interactive Brokers (‘IB’) in a Special Reserve Bank Account for the Exclusive Benefit of Client in the United States. IB is regulated by the U.S. Securities and Exchange Commission (SEC) as a registered Broker-Dealer, and the U.S. Commodities Futures Trading Commission (CFTC) as a registered Futures Commission Merchant. Funds deposited with IB on behalf of Client are protected under Subpart A of the Securities and Exchange Act (US) 1934 and subject to the Client protection regulations under the SEC Act;
(D) Client should know that in the event of TBNZ illiquidity, the asset (including 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;
(D) The notice of returning the asset which is identified will be announced on the generally circulated newspaper;
(E) The Client shall be the beneficial owner of their funds in the Client’s account, and shall ensure that the source and use of the funds is 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 China). Any dispute arising from the ownership and legality of client's funds or any associated punishment shall be settled by the client. If any loss is caused to TBNZ as a result, TBNZ shall be fully indemnified by the Client.
Article 28 Agreement upon Accepting Electronic Data and Correspondence
TBNZ 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 TBNZ’s website for the sake of safety, with notice of login and search of the above correspondence to Client. By signing this Agreement, Client agrees to receive Electronic Records and Correspondence. Unless Client recalls this agreement, the above agreement stays applicable and is applicable in each tax year. Client may inform TBNZ of its recalling agreement in writing at any time. Where Client recalls its agreement, TBNZ will provide taxation documents in paper form as required by Client by phone call or email. However, TBNZ retains the right of requiring Client to close its account.
There are requirements for the system software and hardware to make transactions through TBNZ’s trading platform and receive Electronic Records and Correspondence through the trading platform, which are explained on TBNZ’s website, www. itiger.com. The above requirements may change, Client must visit TBNZ’s website regularly in order to know about the current requirements for the system. To receive TBNZ’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 TBNZ of such change through the procedures to alter Client’s email address stated on TBNZ’s website.
Article 29 Miscellaneous
29.1 This Agreement is governed by the laws of New Zealand and the terms hereof in confliction with the law provisions will be void. Auckland District Court of New Zealand has the exclusive right of jurisdiction over disputes related to this Agreement, except regulated by arbitration rules. In the resolutions to all judicial acts, arbitrations or disputes, the parties hereto waive any right of being indemnified against damage.
29.2 Dispute Resolution: upon agreed by both parties in consensus, the dispute arising from Client’s use of the trading services on TBNZ’s platform should be solved through negotiation in priority.
29.3 Client agrees that the provisions hereof are written in Chinese and indicates that it understands the terms of this Agreement. This Agreement contains the complete contract 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 effect of other terms hereof. TBNZ’s failure to perform any term hereof shall not be deemed as its waiver of the terms hereof.
29.4 Client agrees upon TBNZ’s recording all their conversations over the phone. Client acknowledges TBNZ’s privacy statement and agrees upon TBNZ’s collection/use of Client’s information according to TBNZ’s rules.
29.5 Without TBNZ’s prior written consent, Client shall not transfer any rights or obligations hereunder. After sending notice to Client, TBNZ may transfer this Agreement to another broker, trader or futures broker. This Agreement should guarantee TBNZ’s successor’s or assignee’s interests. TBNZ may terminate this Agreement or terminate providing services to Client at any time. Client may close its account through TBNZ’s website by informing TBNZ by email, however, only upon clearance of all positions and satisfaction of all other requirements for closing an account as stipulated on TBNZ’s website.
29.6 Client authorizes TBNZ directly or through a third party to inquire Client about the information required as held by TBNZ 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.
29.7 TBNZ enjoys the right of interpreting and modifying this Agreement. 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.
29.8 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.
By entering into this Agreement with TBNZ, I acknowledge that I have understood and accepted the escrow of my funds by TBNZ, and I hereby authorize the transfer of my funds to TBNZ trade execution counterparty Interactive Brokers in the United States, for the purpose of United States securities trading, if applicable.
I confirm that the personal identity information, property situation, investment experience and handwritten signature information submitted to TBNZ are true and accurate. I acknowledge that I have understood and agreed with authorizing TBNZ 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.