These General Terms and Conditions (this "Agreement") govern the relationship between you (the "Client") and VistaMX Markets Limited (the "Company") in respect of all services, accounts and transactions contemplated herein. This Agreement comprises these Terms together with the appendices and schedules hereto, the Account Opening Form and such other documents as may be issued or accepted from time to time. By opening an Account or otherwise accessing or using any of the Company's services, the Client confirms that it has read, understood and agreed to be bound by all provisions of this Agreement.

1.1 Definitions: In these Terms, the following expressions, unless the context requires otherwise, shall have the following meanings:

"Account" means any one or more accounts of any nature, including without limitation the Securities Accounts and Margin Accounts, howsoever integrated or separated, from time to time opened and maintained in the name of the Client with the Company or any of its Affiliates through which the Client may obtain services and/or effect Transactions, as the same may be re-designated, re-numbered, re-located or otherwise modified from time to time;

"Account Opening Form" means any and all account opening forms, client information sheets and documents completed by the Client from time to time in such form as the Company may prescribe or accept including any notes and statements relating to or accompanying any account opening form or document, as may be amended from time to time in accordance with the Agreement;

"Accredited Investor" means a Client who qualifies as a sophisticated investor or an equivalent category of investor under applicable securities laws or regulations of Mauritius, or as otherwise prescribed by the relevant competent authority from time to time, and who has opted-in to be treated by the Company as such;

"Affiliate" means, in relation to a party, an individual, corporation, a partnership or any other form of entity directly or indirectly controlling, controlled by or under common control with such party or any of such entities' directors, officers or employees. A person is in "control" of a company, if:

(a) it is in accordance with such person's directions or instructions that the directors of the company or of another company of which it is a subsidiary are accustomed to act; or

(b) such person, either alone or with any Connected Person, is entitled to exercise, or control the exercise of, more than 30% of the voting power at general meetings of the company or of another company of which it is a subsidiary;

"Agreement" comprises these Terms, the appendices to these Terms, the Account Opening Form, and the Miscellaneous Documents;

"Applicable Regulations" means any law, regulation or order, or any rule, direction, guideline, code, practice, procedure or custom (whether or not having the force of law) of any regulatory authority, tax authority, governmental agency, Exchange, Clearing House, Clearance System or professional body in any jurisdiction to which the Company or such other person (as the case may be) is subject to;

"Authorised Person(s)" means, in the case of an individual Client, the Client and any person specified as such in the Account Opening Form, or, in the case of a corporate Client, any person specified as such in the Account Opening Form, and in either case such other person(s) appointed in substitution therefor or in addition thereto and notified in writing to the Company by the Client from time to time and such appointment shall be effective from the time of actual receipt of such notification by the Company;

"Business Day" means any day on which the relevant Exchange opens for trading other than Saturdays, Sundays, public holidays and any other days declared by the Exchange to be non-business days;

"Clearance System", in relation to any Market, means the clearance system from time to time used in connection with Transactions in which Securities or Contracts are traded;

"Clearing House", in relation to any Market, means the entity which provides clearing and/or settlement services from time to time for any Securities or Contracts traded;

"Client" or "you" means the person who has opened and maintains an Account (in its own name) in accordance with the provisions of these Terms, and shall include the Authorised Person(s) where the context permits. And:- (a) in the case of an individual, the Client shall include the individual and its personal representatives, receivers or trustees whether in bankruptcy or otherwise; (b) in the case of a sole proprietorship, the Client shall include the sole proprietorship itself and its personal representatives, receivers or trustees whether in bankruptcy or otherwise and the successors to the business; (c) in the case of a partnership firm, the Client shall include all the partners of the partnership from time to time and their respective personal representatives, receivers or trustees whether in bankruptcy or otherwise and the successors to the business; and (d) in the case of a company, the Client shall include the company itself, its successors and assigns; "Your" shall be construed accordingly;

"Connected Person" in relation to (a) an individual, means (i) the individual's spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister; and (ii) a firm, a limited liability partnership or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm, limited liability partnership, or corporation, whether such control is exercised individually or jointly; or (b) a firm, a limited liability partnership, or a corporation, means another firm, limited liability partnership, or corporation in which the first-mentioned firm, limited liability partnership, or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation;

"Charged Assets" means: (a) all Investment Products, receivables, monies and any other property in the Account from time to time; (b) all other Investment Products, receivables, monies and property of the Client which are now or shall in the future come into the possession, custody or control of the Company or any of its nominee or Affiliate or associated company for any purpose whatsoever; (c) all additional or substituted Investment Products; and (d) all dividends, distributions or interest paid or payable, rights, interests, monies, entitlements, other payments or property accruing or offered at any time by way of redemption, bonus, preference, option or otherwise on or in respect of any of the above;

"Client Identification Data" means: (a) the following information in relation to a Client: (i) the full name of the Client as shown in the Client’s identity document; (ii) the issuing country or jurisdiction of the identity document; (iii) the identity document type; and (iv) the identity document number; and (b) other Client information required by the Company in accordance with any Applicable Regulations;

"Collateral" means any: (a) Encumbrance created by the Client under the Agreement; and (b) other existing or future Encumbrance granted by the Client, in favour of the Company and/or its Affiliates to secure the payment or discharge of the Liabilities;

"Company" or "us" or "we" means VistaMX Markets Limited and its successors and assigns including, where the context requires, its agents, nominees, representatives, officers and employees; "Our" shall be construed accordingly;

"Complex Products" means an Investment Product whose terms, features and risks are not reasonably likely to be understood by a retail investor because of its complex structure;

"Contract" means any option contracts howsoever described in Appendix II (Options Trading) as the context may require, and "Contracts" shall be construed accordingly;

"Deficit" means the negative balance in any Account whatsoever and howsoever arising from time to time;

"Digital Asset" means, solely for the purposes of the currency conversion services contemplated under Clause 9, a digital representation of value that can be electronically transmitted, stored or traded, including virtual currencies and stablecoins commonly used as a medium of exchange in digital currency conversion transactions. For the avoidance of doubt, "Digital Asset" does not include any Investment Product or any asset held, traded, managed or cleared by the Company in connection with any securities service or investment activity;

"Dissolution" of a person also includes the dissolution, winding-up, liquidation or bankruptcy of that person, and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled, or resident or carries on business or has assets and "dissolved" shall be construed accordingly;

"Electronic Services" means any computer or electronic services, systems or facilities (including without limitation the website, associated application program interface, mobile applications, and client onboarding KYC systems of the Company and algorithmic trading services) made available by the Company for the purpose of providing its services to the client, including without limitation such services that enable the Client to issue electronic Instructions for Transactions and to receive information and communications, in any jurisdiction;

"Encumbrance" means any mortgage, charge, pledge, debenture, lien, assignment by way of security, financial lease, deferred purchase, sale-and-repurchase or sale-and-leaseback arrangement, hypothecation, retention of title by a vendor, third party right or interest, or other encumbrance or security interest of any kind given or arising in respect of any assets, or any arrangement the effect of which is to prefer any creditor or any agreement over any other creditor or agreement, and includes any agreement or obligation to create or grant any of the above;

"Event of Default" means any event described as such in the Agreement, including without limitation, any of the events listed in Clause 21.1 (Default) and the event specified in Clause 3.5 (Failure to Meet a Margin Call) of Appendix I (Margin Financing);

"Exchange", in relation to any Market, means the exchange on which Investment Products are traded;

"Exchange-traded Derivative Products" means complex products which are derivative products traded on an exchange in a jurisdiction specified by the relevant regulator(s) from time to time;

"Expert Investor" means a Client who qualifies as an expert investor or an equivalent category under applicable securities laws or regulations of Mauritius, or as prescribed by the relevant competent authority from time to time;

"Force Majeure Event" means any of the following events as determined by the Company in its discretion: (1) any failure, interruption or delay in the performance of obligations under the Agreement or related documents resulting from any acts, events or circumstances not within the Company's reasonable control, including, without limitation, changes in the functioning or features of a Digital Asset or the software protocols that govern its operation; sabotage or fraudulent manipulation of the protocols or network that governs a Digital Asset; changes in Applicable Regulations; cybersecurity attacks, hacks or other intrusions, loss or theft; unavailability or malfunction of wire, communications or other technological systems; suspension or disruption of trading markets or exchanges; requisitions; failure of utility services; global or local pandemics; fire; flooding; adverse weather conditions or events of nature; explosions; acts of God, civil commotion, strikes or industrial action of any kind; riots, insurrection or terrorist acts; war (whether declared or undeclared); or acts of a governmental authority; (2) the Company's performance of its obligations under this Agreement has or will become unlawful, illegal or otherwise prohibited or commercially impracticable in whole or in part as a result of compliance with any applicable present or future law, rule, regulation, judgment, order, directive or decree of any government authority or otherwise; (3) it has become illegal, impossible or commercially impracticable for the Company or any of its Affiliates or agents to purchase, sell or otherwise deal (or to continue to do so) in the Investment Products in order for the Company to perform its obligations under the Agreement or the costs of so doing would (in the absolute determination of the Company) be materially increased; (4) the performance of the Company's obligations under the Agreement has become illegal, impossible or commercially impracticable due to any expropriation, confiscation, requisition, nationalisation or other action taken or threatened by any government authority that deprives the Company or any of its relevant Affiliates of all or substantially all of the resources of the Company and/or the relevant Affiliate(s); or any other circumstances beyond its control which makes it illegal, impossible or commercially impracticable for the Company to perform its obligations under the Agreement;

"Institutional Investor" means a Client who qualifies as an institutional investor or an equivalent category under applicable securities laws or regulations of Mauritius, or as prescribed by the relevant competent authority from time to time;

"Instruction" means any authorisation, request, application, instruction or order (in whatever form and howsoever sent) given or transmitted to the Company by the Client or any Authorised Person via whatever means (including but not limited to oral, phone, fax, email, internet or any other electronic means (including via the Electronic Services) or any written form) or which the Company reasonably believes to be the authorisation, request, application, instruction or order of the Client or any Authorised Person, and includes any authorisation, request, application, instruction or order to revoke, ignore or vary any previous authorisation, request, application, instruction or order;

"Intellectual Property Rights" means, on a worldwide basis, any and all (a) rights associated with works of authorship, including, without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) trade secret rights and rights in confidential information; (d) patents and patentable rights; (e) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other industrial and Intellectual Property Rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and re-examinations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions);

"Investment Advisory Services" means any investment advisory or strategic asset allocation advice provided by the Company to the Client from time to time in connection with any Investment Products;

"Investment Product" means Securities, Contracts, Commodities and any other financial or investment product howsoever described;

"Liabilities" means all monies, indebtedness, liabilities and obligations, whether actual or contingent, present or future, primary or collateral, secured or unsecured, now or from time to time due, owing or incurred from or by the Client to the Company, or any of its Affiliates or associated companies in connection with any Account or the Agreement or for which the Client may otherwise be or become liable to the Company, in any manner or currency whatsoever (whether as principal debtor or surety and whether alone or jointly with any other person and in whatever name, capacity, style or form), including all pecuniary obligations arising out of currency, stock broking, margin Securities trading and other financial transactions, together with interest (from the applicable due date or otherwise the date of demand up to and including the date on which the Company receives actual and unconditional payment in full), legal costs and all other costs, charges and expenses incurred by the Company, or any of its Affiliates or associated companies in connection with such monies, indebtedness, liabilities and/or obligations (including without limitation any foreign exchange losses and expenses incurred in the recovery or attempted recovery of such monies, indebtedness, liabilities and/or obligations or the enforcement of the Company's rights and powers under the Agreement);

"Login Identifiers" means certain information which is used in conjunction with the Passwords in order to gain access to the Electronic Services;

"Monetary Benefits" means monetary benefits howsoever described；

"Margin Account" means an Account with the Company primarily for effecting and recording Transactions effected by the Company on the Instructions of the Client by utilising the SMF Facilities (as defined in Appendix I (Margin Financing);

"Market" means over-the-counter market or any market for Investment Products provided by any Exchange, applicable association of dealers or corporation, in any jurisdiction;

"Material Adverse Effect" means a material adverse effect on: (a) the business, operations, property, condition (financial or otherwise) or prospects of the Client taken as a whole; (b) the ability of the Client to perform its obligations under the Agreement or any other agreement it has with the Company or any of its Affiliates; (c) the validity, legality or enforceability of any such agreement, or the rights of the Company under such agreements; or (d) the validity, legality or enforceability of any security granted by the Client under such agreements or the priority and ranking of any such security;

"Miscellaneous Documents" means the forms, letters, notices, statements, confirmations and other documents signed, accepted or given by the Client or the Company to the other party in connection with any matter arising from or contemplated by the Agreement, as may be from time to time amended or supplemented;

"Non-Exchange-traded Derivative Product" means any Complex Product which is not a derivative product traded on an exchange in a jurisdiction specified by the relevant regulator(s) from time to time;

"Passwords" means the Client's password(s) and such other encryption and security measures used in conjunction with the Login Identifiers, in order to gain access to the Electronic Services;

"Purchasing Power" has the meaning given to it in Clause 2.10 (Purchasing Power);

"Rules," in relation to any Market, means the general rules, operational procedures and other applicable rules, customs, practices, procedures and regulations of the relevant Exchange, Clearing House or Clearance System, as may be amended or supplemented from time to time;

"Securities" means (a) securities as defined in SFA; and (b) any shares, stocks, debentures, loan stocks, funds, bonds, notes, unit trusts, over-the-counter derivatives, certificates of deposit or other commercial paper or securities or other similar instruments of any kind whatever or howsoever, of or issued by any body, whether incorporated or unincorporated, or any government authority for the time being traded in a Market and acceptable to the Company for the purposes of the Agreement and may include, in the absolute discretion of the Company, (i) rights, options or interests (whether described as units or otherwise) in or in respect of any of the foregoing; (ii) certificates of interest or participation in, or temporary or interim certificates for, receipts for or warrants to subscribe for or purchase, any of the foregoing; or (iii) any instruments commonly known as securities;

"Securities Account" means an Account with the Company primarily for effecting and recording Securities Transactions effected by the Company on the Instructions of the Client;

"Securities Transactions" means any Transaction effected by the Company on the Instruction of the Client to purchase, invest in, subscribe for, sell, exchange or otherwise deal with or dispose of any Securities including holding Securities in the name of the Company or the Company's nominee;

"SFA" means the Securities Act 2005 of Mauritius and the Financial Services Act 2007 of Mauritius, together with all subsidiary legislation, rules, regulations, codes and guidelines made or issued thereunder;

"Terms" means these General Terms and Conditions as may be amended or supplemented from time to time;

"Trading Period" has the meaning given to it in Clause 5.5 (Trading Day);

"Transaction" means any transaction, dealing, agreement, action or service contemplated by, provided for, made, effected or conducted pursuant to the Agreement;

"US" means the United States of America; and "US person" includes any natural person who is a citizen of or resident in the United States; a corporation, partnership or other business organisation organised or incorporated under the laws of the United States or any political subdivision thereof, any estate or trust which is administered by an executor or trustee who is a US person or the income of which is subject to US federal income taxation regardless of its source; any account (other than any estate or trust) held by a dealer or fiduciary for the benefit of a US person and any partnership or corporation organised and incorporated under the laws of any foreign jurisdiction which was formed by a US person principally for the purpose of investing in securities not registered under the United States Securities Act of 1993. "US person" shall not include any branch or agency of a United States bank or insurance company that is operating outside the United States for valid business reasons as a locally regulated branch or agency engaged in the banking or insurance business and not formed primarily for the purpose of investing in securities not registered under the United States Securities Act of 1933. For the purposes of this definition, the "United States" includes the United States of America, its states, territories and possessions and the District of Columbia.

1.2 Interpretation: In these Terms and the Agreement:

(a) "include(s)" and "including" mean respectively "include(s) but not limited to" and "including but not limited to";

(b) "holding company" and "subsidiary" shall bear the respective meanings given by the Companies Act 2001 of Mauritius;

(c) reference to a Clause, Sub-clause or Schedule is to a clause, sub-clause or schedule of these Terms and reference to the Account Opening Form is to the Account Opening Form as completed by or on behalf of the Client and where such information has been amended by subsequent notice to the Company means the Account Opening Form as amended by such notice;

(d) the headings to the Clauses are for convenience only and do not affect their interpretation; and

(e) the Appendices form an integral part of the Agreement and should, unless expressly stated otherwise, be read together with these Terms and other parts of the Agreement.

1.3 Contractual Relationship: The contractual relationship between the Client and the Company (including all Accounts and Transactions) shall be governed by the Agreement.

1.4 Inconsistency: In case of any inconsistency, the terms shall prevail, insofar as a service, Investment Products, facility or Transaction is concerned, in the following order: (i) any form or document provided to or accepted by the Client in connection with it, (ii) any specific terms and conditions (including the relevant Appendix/Appendices) governing it, and (iii) any general terms and conditions (including these Terms) applicable to it.

1.5 Applicable Regulations: Apart from the Agreement, all services, products, facilities and Transactions shall be subject to any Applicable Regulations and Rules to the extent that they are applicable.

2.1 Account opening: The Client shall open and maintain the relevant Account(s), in the manner specified by the Company from time to time, in order to effect Transactions.

2.2 Company as Agent of Client: Unless otherwise stated in the Agreement or by the Company, the Client appoints the Company and the Company agrees to act as the Client's agent to effect Transactions on its behalf. Nothing herein shall constitute the Company as trustee or fiduciary for the Client or a partnership between the Company and the Client.

2.3 Company as Principal when dealing with Clearing House: Unless otherwise stated in the Agreement or by the Company, in respect of any account of the Company or any Affiliate maintained with any Clearing House, whether or not such account is maintained wholly or partly in respect of any Transaction effected by the Company on behalf of the Client and whether or not money paid by the Client has been paid to such Clearing House, as between the Company or any Affiliate and such Clearing House, the Company or Affiliate (as the case may be) deals as principal.

2.4 Company's Right to Decline: Notwithstanding anything to the contrary, the Company may, in its absolute discretion, decline to accept any Instruction without giving any reason and/or refuse to provide any or all of its services under the Agreement to the Client. The Company shall not be liable to the Client for any loss whatsoever arising out of or in connection with its not accepting or acting on such Instruction or omitting to give notice of the non-acceptance of any Instruction, and the aforementioned refusal.

2.5 Delegation by Company: The Company may effect the Client's Transactions in such manner and through any of its Affiliates, members or participants of any Exchange or Clearing House, or brokers in the relevant Markets as the Company may absolutely decide. The Company may appoint any other person as its nominee, custodian, broker, depository agent or other agent for the purpose of or in connection with the provision of services to the Client and may delegate any of its duties under the Agreement to such person. All such third parties will be entitled to the full powers and discretions accorded to the Company. The Company is authorised by the Client to disclose any personal data and other information relating to the Client, its Authorised Persons, the Accounts and Transactions to any person appointed by the Company pursuant to this Clause 2.5. To the maximum extent permitted by Applicable Regulations, the Company shall not be liable to the Client for the acts and omissions of such third parties.

2.6 Instructions given by Authorised Person(s): The Company is authorised to accept Instructions in relation to the Agreement given or purportedly given by the Authorised Person(s), provided that settlement Instructions in respect of the transfer of cash, and/or Securities to a third party must, unless otherwise agreed by the Company or specified in the Agreement, be in writing and given in the manner specified in the Account Opening Form (if so specified) or as otherwise advised in writing and provided further that the Company shall be entitled to refuse to act for the Client in any particular Transaction for any reason whatsoever. Any appointment or change to the Authorised Person(s) shall be effective from time to time of actual receipt of the notification by the Company. The Company shall be entitled (but not obliged) to act on any Instructions given or purportedly given on the Client's behalf by the Authorised Person(s), and the Company will not be responsible for any loss which the Client may incur as a result. The Company shall not have any obligation to authenticate any Instruction given or purportedly given by or on the Client's behalf, or to verify the identity of the persons giving Instructions.

2.7 No duty to inquire into purpose or propriety: The Company shall not be under any duty or obligation to inquire into the purpose or propriety of any Instruction or order given or purported to be given by the Client or any Authorised Person(s) and it shall not be under any duty or obligation to see to the application of any funds paid out of any Account pursuant to the Agreement.

2.8 Power of attorney: The Client agrees to and hereby irrevocably appoints the Company with full power and authority as the Client's true and lawful attorney, to the fullest extent permitted by law, to act for and on the Client's behalf for the purpose of carrying out the provisions of the Agreement and taking any action and executing any document or instrument in the Client's name or in the Company's own name which the Company may deem necessary or desirable to accomplish the purposes of the Agreement, including without limitation the following purposes: (a) to execute any transfer or assurance in respect of the Charged Assets; (b) to perfect its title to any of the Charged Assets; (c) to ask, require, demand, receive, compound and give a good discharge for any and all moneys and claim for moneys due or becomes due under or arising out of the Charged Assets; (d) to give valid receipts, discharges and to endorse any cheques or other instruments or orders in connection with any of the Charged Assets; and (e) to file any claims or take any legal action or institute any proceedings which the Company considers to be necessary or desirable to protect the security created under the Agreement.

2.9 Limits: The Company may prescribe such limits in connection with any Account and the giving of any Instruction as the Company may from time to time consider appropriate. Such limits include, without limitation, the maximum number of Transactions that may be made each day, the number and type of different Investment Products which may be dealt with in each Transaction, the minimum value or amount of Investment Products for a Transaction, limits on the price at which the Client can purchase or sell an Investment Product, position limits on open Contracts, fund redemption limits and the assigned Purchasing Power.

2.10 Purchasing Power: Purchasing Power is a mechanism that dictates the total value of Transactions that you can enter into and may apply differently to each Account or uniformly across all Accounts. The level of Purchasing Power is calculated by the Company at its sole discretion and in accordance with such methodology as it may from time to time implement. For example, the methodology may take into account, amongst other things, the value of Investment Products, cash, collateral, margin and other assets in the Accounts or otherwise held by the Company or other third party for the benefit of the Client. The level of Purchasing Power as calculated by the Company is final, conclusive and binding on the Client. The Company makes no representations or warranties that the Purchasing Power displayed is accurate, timely or complete. The Client agrees that the Company shall not be held liable for any losses or damages suffered by the Client as a result of its use or reliance on the indicated Purchasing Power.

2.11 Not a Discretionary Account: The Client acknowledges that the Company does not exercise discretion with respect to making investment decisions and executing Transactions for the Client, unless the Company otherwise notifies the Client, in which case, the Client may be required to enter into an agreement of discretionary account and a letter of authorization and such other documents as the Company may require. No act, omission, instruction, permission, tacit consent, approval, arrangement, or agreement of the Company shall be construed as such.

2.12 No Advice: Save as otherwise agreed between the Company and the Client, the Company does not provide Investment Advisory Services and therefore does not assume any advisory duty of care or obligation in the solicitation and recommendation of any Investment Product other than to ensure reasonable suitability as set out in Clause 24.1 (General). Where the Company makes available to the Client any advertisements, marketing or promotional materials, marketing information or other information relating to certain Investment Products, such materials or information shall not, by themselves, constitute any solicitation or recommendation of such Investment Products. The Client shall obtain independent professional advice before taking, or refraining from taking, any action on the basis of such materials or information. The Client also acknowledges that:- (a) any target or estimated return mentioned during the course of Investment Advisory Services shall not in any way represent any guarantee, projection or prediction in relation to the performance of any Investment Product; (b) there are risks involved with investment in any Investment Product; and (c) the Company may, in its sole and absolute discretion, impose such fees from time to time with respect to the Investment Advisory Services.

3.1 Standing Authorities: The Client agrees to give such standing authorities as required, and in such form as specified, by the Company from time to time in connection with, but not limited to, any Applicable Regulations.

3.2 Specific Purposes: Without prejudice to any rights or powers that may be exercised by the Company pursuant to the standing authorities, the Company may also, pursuant to such standing authorities:

(a) apply any of the Client's Investment Products or the Charged Assets pursuant to a securities borrowing and lending agreement or a securities repurchase agreement;

(b) deposit any of the Charged Assets with an authorised financial institution as collateral for financial accommodation provided to the Company;

(c) deposit any of the Charged Assets to a Clearing House for the performance and settlement of the Company's clearing obligations and liabilities; and

(d) deposit any of the Charged Assets with a Clearing House, or another intermediary licensed or registered for dealing in Securities in any jurisdiction, as collateral for the discharge and satisfaction of the Company's settlement obligations and liabilities.

3.3 Validity Period: A standing authority is effective on the date it is given. The Client's authority must specify the period for which it is current and be limited to not more than 12 months unless otherwise notified by the Company. If the Client is an Accredited Investor, Institutional Investor or Expert Investor, these restrictions do not apply, and any standing authority, once given, will remain in effect unless and until it is specifically revoked in writing by the Client.

3.4 Revocation: On condition that there are no outstanding Liabilities, the Client may revoke a standing authority by giving not less than 5 Business Days prior notice to the Company unless otherwise notified by the Company.

3.5 Renewal: The Company will send a notice to the Client at least 15 Business Days before the expiration of a standing authority stating that, if the Client does not object to the renewal of such standing authority prior to its expiration, such standing authority shall be deemed to have been renewed on the same terms and conditions as when it was last given.

4.1 Giving Instructions: The Client and/or the Authorised Person(s) may give Instructions in relation to Transactions, Accounts or the Company's services to the Company via telephone, facsimile transmission, electronic means (including the Electronic Services) or other means of communication specified by the Company from time to time. If an Instruction is given in writing, the signatures of the Client and/or Authorised Persons shall comply with the signing arrangement and conform to the specimen signatures provided to the Company in the Account Opening Form (if provided) (the "Agreed Signing Arrangement"). In any event, the Client shall comply with such verification procedures and fulfil such other requirements as may be specified by the Company from time to time. If Instructions are given by telephone or other means not accompanied by the signatures of the Client or Authorised Persons, the Company is entitled to rely upon and act in accordance with such Instructions given by the Client or any one of the Authorised Persons singly and any Agreed Signing Arrangement will not apply.

4.2 Cut-off time: The Company is entitled to prescribe any cut-off time for receiving Instructions in general or Instructions of any particular nature or type, which may differ from any usual cut-off/trading time in any Market or prescribed by any Exchange or Clearing House. The Client acknowledges and agrees that the Company is not liable for any delay or failure in effecting any Instruction which is received by the Company after the applicable cut-off time.

4.3 Authorised Person(s): Any one of the Authorised Person(s) is authorised by the Client to give Instructions in relation to the Account on behalf of the Client and to sign on behalf of the Client all agreements and relevant documents relating to the Account and its operation until written notice to the contrary is received by the Company from the Client. The Client undertakes with the Company from time to time and at all times to ratify and confirm any Instructions or agreements or documents whatsoever given or signed or purported to be given or signed by any of the Authorised Person(s) for and on behalf of the Client including without limitation any Instructions which may be given or purported to be given or any agreements or documents which may be signed or purported to be signed by, any Authorised Person(s) between the revocation of the authority of any of the Authorised Person(s) and the actual receipt by the Company of notice of such revocation. The Client agrees that any Instructions given or purported to be given or any agreements or documents which may be signed or purported to be signed by any of the Authorised Person(s) for and on behalf of the Client after revocation by the Client of his authority shall be valid and effectual in favour of the Company if at the time of the receipt of such Instructions or signed agreements or documents the Company did not have actual notice of such revocation. All such documents and Instructions (whether oral or written) signed or given or purported to have been signed or given by any Authorised Person(s) shall be deemed to be within the power of such Authorised Person(s) and shall be absolutely and conclusively binding on the Client. The Client is responsible for ensuring that all Authorised Person(s) comply with the Agreement and in any event remains responsible for all Instructions, even if they are given by an Authorised Person or other third party.

4.4 Company's Reliance on Instructions: The Company shall be entitled to treat an Instruction given in accordance with these Terms as fully authorised by the Client. The Company shall be entitled (but not bound) to act on or take such steps in connection with or in reliance upon such Instruction as the Company may in good faith consider appropriate for the purpose of executing the Transaction in accordance with such Instruction (whether it be an Instruction to acquire, purchase, sell, transfer, dispose of or otherwise deal with Investment Products) and shall have authority to bind the Client to any agreement or other arrangement with the Company or with any other person or to commit the Client to any other type of Transaction or arrangement whatsoever for the purpose of executing such Instruction, regardless of the nature of the Transaction or arrangement or the value, type and quantity of the Investment Products involved. Apart from verifying the signature of each of the Client and/or Authorised Persons (where an Instruction is signed by the Client and/or Authorised Person) against the Agreed Signing Arrangement or verifying the relevant designated number, password and/or any other information relating to the identity of the Client and/or any Authorised Persons (where an Instruction is given by any other means), the Company shall have no obligation to verify the identity or authority of the person giving any Instruction by any means or the authenticity of such Instruction. The Company may rely and act on Instructions believed by the Company in good faith to be genuine and any Transaction effected by the Company for the Client on that basis shall be binding on the Client, whether or not the Instruction for such Transaction is made or authorised by the Client.

4.5 Electronic Services: The Company may, from time to time and at its sole and absolute discretion, provide to the Client the Electronic Services in accordance with Clause 14 (Electronic Services).

4.6 Risks with Electronic Communications: The Client recognizes the risks in giving Instructions by telephone, facsimile, electronic mail or other electronic means (including the Electronic Services) including the risk of any Instruction being unauthorised or given by an unauthorised person or intercepted by a third party. If the Client chooses to give Instructions by any electronic means, the Client accepts the risks in full and authorises the Company to act on any Instruction received by it through such means. The Company does not assume any responsibility for any delay, failure, error, interruption or suspension in the transmission or communication of Instructions or information on prices or the mistaken communication of Instructions or information to any other party, or for any claim, liability or loss which the Client may suffer or incur as a result of the use of any particular means for giving or receiving Instructions or of the Company acting on such Instructions, unless due to the gross negligence, fraud or wilful default of the Company or any of its officers, employees or Affiliates and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom. The Company will not be liable for any delay or failure in the transmission of orders due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of the Company.

4.7 Cancelling or Amending Instructions: Once an Instruction is given by or on behalf of the Client, it may not be amended, rescinded or withdrawn unless the Company agrees otherwise. In the case of full or partial execution of the Client's amended, rescinded or withdrawn Instruction, the Client agrees to accept full responsibility for the Transactions. The Company shall not be obliged to act on any Instruction for cancellation, variation or amendment of any Instruction already given by or on behalf of the Client to the Company nor be responsible or liable to the Client for any loss or expense suffered or incurred by the Client if the original Instruction has already been completed by the Company in good faith or it is not reasonably practicable for the Company to act on such Instruction to cancel, vary or amend the original Instruction.

4.8 No Responsibility to Procure Compliance as a Fiduciary: The Company shall have no responsibility to procure compliance by the Client with any law or regulation governing the Client's conduct as a fiduciary (if applicable).

4.9 Priority: The Company may in its sole discretion determine the priority in the execution of the Client's Instructions.

4.10 Aggregating Orders: Subject to any Applicable Regulations, the Company may without notice to the Client aggregate the Client's order with its own orders or with those of persons connected with the Company or with those of other clients of the Company. Such aggregation may on some occasions operate to the Client's disadvantage and on other occasions to the Client's advantage.

4.11 Giving Instructions Outside Jurisdiction the Client is based or domiciled in: If the Client gives any Instructions outside the jurisdiction in which the Client is based or domiciled in (the "Client Jurisdiction"), the Client undertakes that such Instruction will be given in compliance with all Applicable Regulations of the non-Client Jurisdiction(s), and when in doubt, the Client shall obtain independent legal advice. The Client confirms that it is allowed to deal with the Investment Products in the applicable jurisdiction under the Applicable Regulations, and the Company has no duty to verify the same.

5.1 Instructing Brokers: The Client authorises the Company to instruct such executing brokers, agents, custodians, nominees, including any branches or associates of the Company, as the Company may in its absolute discretion deem fit to execute any Transactions and acknowledges that the terms of business of such persons and the applicable Rules of any relevant Exchange, Clearing House and/or Clearance System on and through which such Transactions are executed and settled shall apply to such Transactions. The Client understands and agrees that the Company may, as a result of providing services to the Client under the Agreement or otherwise, owe obligations towards a third party arising from, or in connection with, the Client's Investment Products and the Charged Assets. Such third parties may have rights and entitlements in the Client’s Investment Products and the Charged Assets, which can affect (a) the Company's ability to discharge its obligations towards the Client in respect of such Investment Products and Charged Assets (for example, returning certain Investment Products or Charged Assets to the Client), and/or (b) the Client's ability to exercise any of its rights in respect of, or attached to, such Investment Products or Charged Assets (including without limitation its voting rights attached to stocks).

5.2 Relevant Laws: All Transactions which the Company effects on the Client's Instructions shall be effected in accordance with all Applicable Regulations and Rules applicable to the Company and/or the Client. All actions taken by the Company in accordance with Applicable Regulations and Rules shall be binding on the Client.

5.3 Execution of Instructions "at best" or "at market": The Client acknowledges that by reason of market conditions or physical or virtual restraints on any Market and rapid changes in the prices of Investment Products and/or fluctuation in currency exchange rates, on occasions and despite the reasonable endeavours of the Company, executing brokers or dealers (in any jurisdiction), the Company may not be able to execute the Client's Instructions in full or at the specific prices or time specified by the Client or "at best" or "at market". The Company shall not be liable if any Instruction is not performed in full due to market conditions or any other cause beyond the Company's control, and the Client shall accept and be bound by dealings effected by the Company.

5.4 Partial Performance of Order and Limit Order: Where the Company or any persons instructed by the Company are unable to perform any Instruction of the Client in full, the Company or such persons are entitled to effect partial performance without prior reference to or consent from the Client. Without prejudice to the generality of the aforesaid, unless at the time of giving an Instruction with respect to Investment Products, the Client expressly instructs the Company to immediately make the entire order public in the relevant Market (and the Company accepts such an Instruction), the Company is entitled not to do so having regard to the prevailing market conditions and market practice, in particular, where the Company is of the reasonable view that the order is not immediately executable in full under the prevailing market conditions.

5.5 Trading Day: Unless the Client gives any specific Instruction to the Company to the contrary (and the Company accepts such an Instruction), the Client acknowledges that all Instructions received by the Company on a trading day are valid for that trading day only (or such shorter or longer period as determined by the Company from time to time) (the "Trading Period"), and that, to the extent any Instruction is unfulfilled, it will lapse at the close of the official trading hours on the last trading day (within the Trading Period) of the Market in respect of which they are given. A good-till-cancelled order remains a pending order until cancelled by the Client. The order may be executed at any time prior to such cancellation, and the Client accepts full responsibility for the Transactions.

5.6 Interest: The Client shall pay interest on all overdue balances on any Account or any amount otherwise owing to the Company at any time (including interest arising after a judgment debt is obtained against the Client) at such rates and on such other terms as the Company notifies to the Client from time to time, or, failing such notification, at such rate determined by the Company from time to time. Interest shall accrue on a daily basis from the applicable due date or otherwise the date of demand up to and including the date on which the Company receives actual and unconditional payment in full. Overdue interest shall be compounded monthly and shall itself bear interest.

5.7 Recording and Tapes: The Client acknowledges that all communications between the Client and the Company may be taped with or without an automatic tone warning device in order to, amongst other things, enable the Company to verify the Instructions of the Client. The Client agrees that the recordings on relevant tapes or a transcript of the recording may be used as final and conclusive evidence of the contents of the Instructions.

5.8 Company's Records are Conclusive: The Client acknowledges that the books, data and records of the Company shall, in the absence of manifest error, be conclusive of the matter to which it relates and shall be conclusive evidence against the Client in all courts of law and for all purposes.

5.9 Operation of Accounts: The Client acknowledges that it will personally (or through its Authorised Persons) operate any Account opened by the Company for the Client in relation to the Agreement. In the event that the Client intends to appoint a third party to act in any way on behalf of the Client in relation to the Agreement, the Client shall appoint such third party by providing the Company with such letter of authorization or other form as prescribed by the Company, the terms and conditions of which shall be in addition to and shall be deemed to form a part of the Agreement. The Client shall ensure that any appointed third party trading representative also promptly provides to the Company a completed and signed client information statement as prescribed by the Company.

5.10 Prices: The actual bid and offer prices of any Transaction shall be determined at the time when the Transaction is effected and any figures which may be quoted or provided to the Client by the Company (some of which may have been provided to the Company by its third party information or service providers) or its representatives at any time are for reference only and are not binding on the Company or the Client. For the avoidance of doubt, the Company is entitled to act on any Instruction of the Client to effect a Transaction even if the price of the underlying Investment Product has altered to the disadvantage of the Client between the time of receipt of such Instruction and the time at which the Company or its agent actually effects the Transaction.

5.11 Title: The Company has no obligation to examine or verify the validity of ownership or title of any Investment Products.

5.12 Use of Executing Brokers, Clearing Houses and Market Infrastructure: The Client acknowledges and agrees that, in providing the services under the Agreement to the Client, the Company acts as an introducing or intermediary broker and relies on one or more executing brokers, custodians, Exchanges, Clearing Houses, Clearance Systems, banks, and other market infrastructure providers (collectively, "Market Infrastructure Providers") to execute, clear, settle, custody and otherwise support Transactions. The Company does not operate, control or manage any Market Infrastructure Provider. Accordingly, the Company shall have no responsibility or liability to the Client for any act, omission, default, insolvency, suspension, delay, system failure, settlement failure or non-performance of any Market Infrastructure Provider, including without limitation any executing broker, Exchange, Clearing House, Clearance System or banks. Without limiting the generality of the foregoing, the Company shall not be liable for any losses suffered by the Client arising from or in connection with: (a) the failure, delay or inability of any Market Infrastructure Provider to execute, clear or settle any Transaction; (b) the suspension, restriction or termination of trading, clearing or settlement by any executing broker, Exchange, or Clearing House; or (c) the insolvency, liquidation or similar event affecting any Market Infrastructure Provider. This Clause 5.12 shall apply notwithstanding that the Company may be required, as a matter of market practice or regulation, to act as principal vis-à-vis an executing broker, Clearing House, or any Market Infrastructure Provider, and shall be read subject to and together with Clause 22.

6.1 Settlement: Unless otherwise agreed or where the Company is already holding sufficient Investment Products, cash or other assets on the Client's behalf to settle a Transaction, the Client shall, by such time, at such place, in such amounts and in such manner as the Company may notify to the Client in relation to the relevant Transaction: (a) pay or provide to the Company cleared funds or deliver to the Company the relevant Investment Products in deliverable form required for settling that Transaction; and (b) ensure that the Company will receive such cleared funds or deliverable Investment Products on the applicable settlement date or by such time as the Company may notify to the Client for the purpose of settling that Transaction.

6.2 Client's Failure to Settle: If the Client fails to comply with Clause 6.1 (Settlement), the Company shall be entitled, in its absolute discretion and without prejudice to any other rights or remedies of the Company or further notice to or consent from the Client, for the purpose of settling any Transaction: (a) in the case of a Transaction for the purchase or subscription of Investment Products, to sell or transfer the Investment Products being the subject matter of such Transaction and/or sell or transfer any other Investment Products in any Account to satisfy the Client's settlement obligations, at a price the Company believes to be reasonable and charge or debit any related costs, fees and expenses to any Account; or (b) in the case of a Transaction for the sale of Investment Products, to borrow and/or purchase Investment Products equivalent to the Investment Products being the subject matter of such Transaction to satisfy the Client's settlement obligations, at a price the Company believes to be reasonable; and in addition or as an alternative to Clause 6.1 (Settlement), to have recourse to its rights of combination and set-off or any other rights under the Agreement.

6.3 Right to Not Execute Transaction: Notwithstanding any other provisions of the Agreement, the Company is entitled not to execute any Instruction for the: (a) purchase of Investment Products unless the Client has made available to the Company cleared funds of an amount which is, in the opinion of the Company, sufficient to settle the related purchase price, fees and expenses in connection with such purchase; and (b) sale of Investment Products unless the Client has deposited the relevant Investment Products with the Company to settle such sale.

6.4 Deficit: The Client shall be liable for any Deficit resulting from losses and any cost, fee or expense (including legal costs) incurred by the Company, on a full indemnity basis, in relation to the purchase and/or sale of Investment Products pursuant to Clause 6.2 (Client's Failure to Settle).

7.1 Payments to the Client: All monies payable to the Client by the Company shall be transferred to the bank account designated by the Client in the Account Opening Form or, at the option of the Company, by any other means, and either form of payment shall constitute a full discharge of the Company's obligation to make such payments.

7.2 Segregated Accounts: All money or other property received by the Company from the Client or from any other person for the account of the Client shall (unless otherwise permitted by the Applicable Regulations, or otherwise in accordance with a written direction of the Client or otherwise in accordance with a standing authority given by the Client to the Company from time to time, such direction or standing authority having been accepted by the Company) be segregated from the Company's own assets and paid into a segregated account.

7.3 Interest on Client's Money: Any interest derived from the Company's holding of client money shall be treated by the Company in any manner permitted by Applicable Regulations.

8.1 General: The Company shall, in accordance with the Applicable Regulations, provide to the Client contract notes or other confirmations relating to any Transactions and statements of account relating to the relevant Accounts.

8.2 Monthly Statement: The Company will also deliver a monthly statement in relation to the Accounts, unless there have been no Transactions in relation to a particular Account during a particular month and the Account has no outstanding balances or holds any positions or Investment Products.

8.3 Conclusive/Client to examine: The Client shall examine each statement (including daily statement and monthly statement) and record issued by the Company. Contract notes, transaction confirmations and statements of account shall be conclusive of the matters stated therein (except in the case of manifest error) and shall be deemed to have been accepted by and binding on the Client unless the Company has actually received from the Client notice in writing alleging any omission or error within 2 Business Days after the date of such contract note or transaction confirmation or statement of account. Thereafter, the Client shall not dispute the accuracy of such statement.

8.4 Unilateral amendment: Notwithstanding anything to the contrary, the Company may unilaterally amend any such statement or record if it considers it to be appropriate to do so.

8.5 Non-receipt: In the event of (a) non-receipt of any statement of account or Transaction record from the Company or (b) if the Client receives any confirmation but has not issued the related Instruction, the Client shall notify the Company in writing, in the case of (a) within 5 Business Days after the time when the statement or record would normally have been received in the ordinary course of business, or in the case of (b) immediately after it receives such confirmation.

8.6 Method of delivery: The Client consents to the Company's issuance of contract notes, transaction confirmations, statements of accounts and other advices (collectively, "trade documents") in electronic form, and agrees to receive them by such means as specified by the Company from time to time, including via electronic means (including via the Electronic Services). The Client may, by giving not less than 2 months' (or such shorter period as the Company may accept) notice in writing to the Company, revoke its consent to receive trade documents in electronic form and via electronic means (including via the Electronic Services).

8.7 Derivative Products: The Company shall, in relation to derivative products, including futures contracts or options, provide to the Client upon its request, (a) product specifications and any prospectus or other offering document covering such products; and (b) an explanation of margin procedures and the circumstances under which the Client's positions may be closed without the Client's consent.

8.8 Acknowledgments by Client: Where the Client consents to and accepts the receipt of trade documents via electronic means (including via the Electronic Services) (the "Access Service"), the Client acknowledges that it understands and accepts the following arrangements:

(a) appropriate hardware and software, internet access and a specific email address, mobile phone number or other electronic address provided and designated by the Client for receiving email, SMS or other electronic notifications from the Company are required for using the Access Service;

(b) internet, email, SMS and other electronic information services may be subject to certain IT risks and disruption;

(c) revocation of consent to the Access Service will be subject to the giving of such advance notice by the Client in the manner specified in Clause 8.6 (Method of Delivery); and

(d) the Client may be required to pay a reasonable charge for: (i) obtaining a copy of any trade document that is no longer available for access and download via electronic means (including the Electronic Services); or (ii) requesting the Company to provide trade documents to it, in addition to the request for the Access Service, by other means.

9.1 Currency Conversion: Without prejudice to the generality of Clause 2.4 (Company's right to decline), the Company reserves the right to decline any Instruction of the Client to effect any exchange between fiat currencies or between a fiat currency and a Digital Asset, or otherwise to decline to effect any currency conversion for other purposes (including for the purpose of effecting a dividend distribution), without giving any reason therefor. If the Company accepts any Instruction of the Client to effect any such sale or purchase of Investment Products or effects any currency conversion for any other purpose, the costs of effecting the relevant currency exchange and any profit or loss arising as a result of fluctuation in the fiat or Digital Asset exchange rate of the relevant fiat or Digital Asset currency will be entirely for the account of the Client. The Company may convert monies in any Account into and from any currency at such rate of exchange as the Company shall in its sole discretion determine as being the then prevailing market rate. Such conversion may be made for the following purposes: (i) effecting any Instruction or Transaction, (ii) the calculation, settlement and recovery of any debit balance due or that may become due from the Client or credit balance owed to the Client, and (iii) for any other purpose relating to the Agreement.

9.2 Third-Party Digital Currency Exchange Providers: In providing currency conversion services involving Digital Assets pursuant to this Clause 9, the Company may, in its sole discretion, engage one or more third-party digital currency exchange service providers (each, a "Third-Party Exchange Provider") to facilitate such conversions on behalf of the Client. The Client acknowledges and agrees that: (a) the Company does not own, operate or control any Third-Party Exchange Provider; (b) any conversion facilitated through a Third-Party Exchange Provider is subject to that provider's own terms, conditions, pricing, availability and procedures, and may be subject to additional fees, spreads, timing delays or execution risks; (c) the Company shall not be liable for any act, omission, default, delay, insolvency or suspension of any Third-Party Exchange Provider; and (d) the Company makes no representation or warranty as to the rate, timing, completion or terms of any conversion executed through a Third-Party Exchange Provider, and the Client assumes all associated risks.

10.1 General: The Client acknowledges and agrees that Investment Products from time to time acquired and/or held pursuant to the Agreement through or in a Clearance System shall be held subject to and in accordance with the applicable Rules.

10.2 Safekeeping: Any Investment Products held by the Company or the Company's associated entity for safekeeping pursuant to the Agreement may, at the Company's discretion and subject to the Applicable Regulations: (a) (in the case of registrable Investment Products) be registered in the name of the Client or in the name of the Company or the Company's nominee; or (b) be deposited in safe custody in a segregated account which is designated as a trust or client account and maintained in the relevant Market by the Company with the Company's associated entity or any other institution which is qualified for providing facilities for the safe custody of Investment Products and documents relating thereto; and in either case, shall not form part of the assets of the Company for insolvency or winding-up purposes but shall be returned to the Client promptly upon the appointment of a provisional liquidator, liquidator or similar officer over all or any part of the business or assets of the Company.

10.3 Custodian: The Client appoints the Company as custodian of all cash, and Investment Products of the Client delivered to and accepted by the Company or any of its sub-custodians or nominees subject to the Agreement. The Company shall be entitled to deposit such cash, or Investment Products with such other company or institution and on such terms as it may deem fit. Such cash, or Investment Products may be co-mingled with those of other clients of the Company (but not with cash, or Investment Products held for the Company's own account).

10.4 Co-mingling: The Client acknowledges and agrees that, where the Client's assets are pooled and held collectively with the assets of other persons, the Client's individual entitlements may not be identifiable by separate documents, records or evidence of ownership or title, and the Client and such other persons may have to share any shortfall arising from a default of a company or an institution with which the assets are deposited.

10.5 Transfer to Client: Subject to Clause 10.7 (Full Discharge of Liabilities), the Company shall as soon as reasonably practicable after having been required to do so by Instructions from the Client: (a) procure the registration of any Investment Products from time to time in the Account in the name of the Client or a person notified in writing by the Client to the Company as being the nominee of the Client, or if so instructed, deliver the documents representing or evidencing the Investment Products to the Client or such nominee whereupon such Investment Products shall cease to be held in the Account; and (b) transfer any sum specified in the Instructions of the Client from the Account to such bank account of the Client as the Client may advise and such transfer shall be deemed to be a good discharge of the Company's obligation to make payment to the Client.

10.6 Delegation/Sub-Custodian: Subject to Applicable Regulations, the Company is irrevocably authorised by the Client to appoint, in the manner specified in Clause 2.5 (Delegation by Company), one or more custodians/sub-custodians, in any jurisdiction, for any period of time, to perform the Company's custodial and safe-keeping duties.

10.7 Full Discharge of Liabilities: The obligations of the Company in Clause 10.5 (Transfer to Client) shall be subject to the other provisions of the Agreement and in particular Clause 16 (Charge) and to the right of the Company to require a full discharge of all the Liabilities prior to any withdrawal by the Client. The Company may, without notice to the Client, discharge any or all the Liabilities out of the monies standing to the credit of the Account prior to any registration or transfer in accordance with Clause 10.5 (Transfer to Client) or otherwise require payment thereof to be made by the Client prior to any registration or transfer pursuant to Clause 10.5 (Transfer to Client).

10.8 Voting Rights etc.: The Client hereby authorises the Company to act on Instructions relating to the Client's Investment Products, including the exercise of voting and other rights attached to the Investment Products. Notwithstanding the aforesaid, the Company may decline to act on any Instruction in its absolute discretion without giving any reason therefor. Nothing in the Agreement shall in any way impose on the Company any duty to inform the Client or to take any action with regards the attendance of meetings and to vote at such meetings. The Company has no duty in respect of notices, communications, proxies and other documents relating to the Investment Products received by the Company or to send such documents or to give any notice of the receipt of such documents to the Client unless otherwise required the Applicable Regulations. The Company has the right to charge the Client for its services in taking any action pursuant to the Client's Instruction.

10.9 Dividends etc.: The Company will pay all dividends, distributions, interest, coupons or benefits relating to the Investment Products of the Client into the relevant Account.

10.10 No Obligation to Notify or Exercise Rights: Without prejudice to the generality of Clause 10.8 (Voting Rights etc.), where the Client's Investment Products are registered in the name of the Company or any other person appointed by the Company (but not otherwise), the Company may but is not obliged to: (a) notify the Client of information, notices and other communications received by the Company in relation to such Investment Products (but shall be under no obligation to forward the same to the Client in sufficient time for Instructions to be given to the Company with regard to any matters referred to therein nor to investigate or participate or take any affirmative action except in accordance with specific Instructions from the Client (and such Instructions being accepted by the Company) and upon such conditions, indemnity and provision for reasonable expenses as the Company may require) and, in the absence of or delay in receiving specific Instructions from the Client, to refrain from acting and any default option in respect of the relevant matter shall apply; and (b) exercise, subscribe, take up or otherwise dispose of such rights or new issues in relation to the Client's Investment Products as the Company may think fit which shall be binding on the Client unless the Company has actually received prior Instructions to the contrary from the Client (and such Instructions being accepted by the Company), except that the Company will not exercise any action which may give rise to any obligation to disclose interest on the part of the Company or its nominee in compliance with the Applicable Regulations.

10.11 Further Action: The Client authorizes the Company and its nominee to take all such actions as may be required to comply with any Applicable Regulations in providing custody services, including withholding and/or making payment of tax or duties payable in respect of cash or Investment Products in the Account. The Client acknowledges that neither the Company nor its nominee shall be liable in respect of any call, instalment or other payment in relation to the Investment Products held by the Company or its nominee.

10.12 Return of Investment Products: The Company is entitled, upon termination of any safe custody services for whatever reasons, to return to the Client at the sole risk and expense of the Client all the assets held in custody, including returning to the Client Investment Products which may not have the same serial number or identification as those originally deposited with or received by the Company.

10.13 No Trusteeship: The provision of the safe custody services does not constitute the Company a trustee of the Client or any of the Client's assets except where any such asset is registered in the name of the Company or a nominee of the Company in which case the Company acts in the capacity of a bare trustee only. The Company shall have no other obligations in respect of the Client's assets except those specified in the Agreement.

10.14 Client's Responsibilities: In the case of the transfer of any Investment Products, the Client will be responsible for arranging the relevant third party to deliver the Investment Products to the Client or to receive the Client's Investment Products, and that any handling, transfer or custodian fees and charges shall be solely for the account of the Client.

10.15 Same Class and Denomination: Any obligations of the Company to deliver, to hold in safe custody or otherwise or to register in the name of the Client, Investment Products purchased or acquired by it on behalf of the Client shall be satisfied by the delivery, the holding or registration in the name of the Client or its nominee, Investment Products of the same class, denomination and nominal amounts with those originally deposited with, transferred to or acquired by the Company on behalf of the Client.

10.16 Client's Risk: Investment Products deposited with or held by the Company and/or its nominee(s) pursuant to the Agreement shall be at the Client's sole risk and the Company shall be under no obligation to insure any of them against any kind of risk, which obligation shall be the Client's sole responsibility.

10.17 Disposal: Subject to Applicable Regulations, the Company may dispose any of the Client's Securities or Charged Assets (and the Company shall have absolute discretion to determine which Securities or Charged Assets are to be disposed of) for the purpose of settling any liability owed by or on behalf of the Client to the Company or a third person.

11.1 Commission and Charges: The Client shall pay commissions, fees, charges, brokerage, markups or other remuneration for the Company's services (including the provision of the Electronic Services) as specified by the Company in the fee schedules provided by the Company or otherwise notified to the Client from time to time. The Client agrees that fees expressed to be payable by the Client to a third party in a fee schedule or otherwise (the "Third Party Fees") may be inclusive of administrative costs and other fees for the account of the Company, its Affiliates and/or other parties. The Client further agrees that the Company shall be entitled to retain such proportion of the Third Party Fees as the Company considers in its absolute discretion to be appropriate. The Company reserves the right to revise its fee schedules and such other notices from time to time.

11.2 Maintenance Fee: The Company may charge a monthly maintenance fee to be notified by the Company to the Client on any Account with no trading activity for any length of time as specified by the Company from time to time.

11.3 Fees and Expenses: The Client shall be liable on a full indemnity basis for all fees and expenses incurred by the Company in connection with the Transactions, the Accounts and/or provision of its services including fees payable to any brokers, custodians, agents and nominees, stamp duties, transfer fees, registration fees, taxes, stock settlement fees, levies imposed by relevant Exchange, Clearing House or Market, interest and other handling costs or expenses.

11.4 Handling Charge for Fund Transfer: The Client agrees that any administrative fee, remittance fee and correspondent bank charges that are payable regarding any fund transfer made by the Client shall be borne by the Client. The Client further agrees that any payment made to the Company or any fund transfer made by the Client to the Account must be net of all fees and charges. The Client authorises the Company to pay any such charges on behalf of the Client (if required).

11.5 Deduction from the Account: The Company is authorised by the Client, at any time without prior notice to the Client, to charge to or debit from any Account any commissions, fees, charges, brokerage, remuneration, levies, duties and other costs and expenses payable by the Client.

11.6 Payment in Full: Payments by the Client shall be made to the Company in the manner specified by the Company in immediately available funds (or other funds determined by and acceptable to the Company at its absolute discretion) on the due date, without any deduction, set-off, counterclaim, withholding or condition of any kind, and in such fiat or Digital Asset currency as the Company may in its absolute discretion require, except that, if the Client is compelled by law to make such withholding, the sum payable by the Client shall be increased so that the net amount actually received by the Company is the amount it would have received had there had been no withholding.

12.1 Client's Responsibility: The Client is solely responsible for handling and fulfilling all tax issues, liabilities and obligations under all Applicable Regulations. The Client should seek independent professional tax advice from its own tax adviser and to determine its own tax position, liabilities and obligations. The Company is not responsible for advising on or handling any of the Client's tax issues, liabilities or obligations including notifying or advising the Client whether the Client is entitled to any benefits of any applicable tax treaties or arrangements.

12.2 Request for Information: Upon the Company's reasonable request or where the Company is required by the tax authority and/or any other authority of any relevant jurisdiction, the Client shall sign and file any form, certificate or document and provide such necessary information and assistance (including that which is related to the Common Reporting Standard) as the Company may require.

12.3 FATCA: Without prejudice to Clause 12.2 (Request for Information), the Client undertakes to provide the Company with information, documents and certificates as required by the Company in order to meet obligations imposed by applicable inter-jurisdictional tax compliance rules. This includes, without limitation: (a) "FATCA", which means: (i) sections 1471 through 1474 of the United States Internal Revenue Code of 1986 (as amended) or any amended or successor version thereof; (ii) any intergovernmental agreement, memorandum of understanding, undertaking and other arrangement between governments and regulators in connection with paragraph (i), including as entered into the government of the jurisdiction which the Company is based in; (iii) agreements between the Company and the Internal Revenue Service of the United States or other regulator or government agency pursuant to or in connection with paragraph (i); (iv) any laws, rules, regulations, interpretations or practices adopted in the United States, the jurisdiction that the Company is based in or elsewhere pursuant to any of the foregoing; and

(b) Tax information sharing arrangements, which means any local or foreign laws, regulations and rules including, without limitation, the obligations under FATCA and associated rules and regulations and other international exchange arrangements affecting the Company.

12.4 Indemnity: Without limiting any other indemnity provided by the Client, the Client shall indemnify the Company, its Affiliates and agents on demand against any liability, reasonable loss or expense (including taxes and levies) arising from the Client's Instructions, the Accounts or the Company's provision of services to the Client, including as a result of any failure by the Client to comply with this Clause 12.

13.1 Monetary Benefits: The Client acknowledges and consents that, where applicable, in effecting certain Transaction for or distributing any investment product to the Client, the Company or any person connected with it may receive Monetary Benefits from upstream brokers, product issuers or other third parties (collectively, "Collaborative Partners") from time to time as a result of engaging any of these persons under certain arrangements, including without limitation, execution arrangements (eg transmitting the Client's orders to execution brokers for execution) and/or distributing investment products issued by any such persons. Under these arrangements, the Company has implemented control measures to comply with its regulatory obligations on an ongoing basis (including without limitation, factoring in the cost, price, and speed of execution and settlement, etc for its execution arrangements). Notwithstanding the aforesaid, the Company does not represent or warrant that the final execution price of any relevant order effected under its execution arrangements would be the prevailing lowest price (for a purchase order) or highest price (for a sale order) available in the market, nor does the Company represent or warrant that the Client's orders will be executed on the same terms offered by the Company to its other customers. By signing this Agreement including the Terms contained thereto, the Client hereby provides a written acknowledgement to the Company and/or its applicable Collaborative Partners of the existence of the said Monetary Benefits related arrangement.

13.2 Not Quantifiable: The Company may receive Monetary Benefits, in amounts that are not quantifiable prior to or at the point which a Transaction is entered into.

13.3 Non-monetary Benefits: The Client acknowledges and consents that the Company or any person connected with it may receive from brokers, product issuers or other third parties non-monetary benefits, including but not limited to, services, sponsorships, advertising, research and analysis, travel, accommodation and entertainment as the Company deems appropriate.

13.4 Independence: Unless otherwise stated in the Agreement or by the Company, the Company is an independent intermediary because: (a) it does not receive fees, commissions, or other Monetary Benefits, provided by any party in relation to its distribution of any Investment Products to the Client; and (b) it does not have any close links or other legal or economic relationships with product issuers, or receive any non-monetary benefits from any party, which are likely to impair its independence to favour any particular Investment Product, any class of Investment Products or any product issuer.

14.1 Electronic Services: The Company may, from time to time and at its sole discretion, provide to the Client certain Electronic Services. This Clause 14 shall apply.

14.2 Automated Systems: The Client consents to the use by the Company of automated, electronic or algorithm-based systems and services in connection with the Client's Account, including without limitation systems for order entry, order routing, execution, clearing interface, recordkeeping, reporting, account reconciliation and risk management (collectively, the "Automated Systems"). The Client acknowledges that the use of Automated Systems involves inherent risks, including interruption, delay, error, failure or unavailability of systems, communications networks, data feeds or software, whether arising from the Company’s systems, third-party systems or market infrastructure systems (collectively, a "System Failure"). The Client agrees that the Company shall have no liability whatsoever for any losses suffered by the Client arising out of or in connection with any System Failure, except to the extent finally determined by a court of competent jurisdiction to have resulted directly from the Company’s fraud or wilful misconduct.

14.3 No Warranties in Relation to Systems: To the fullest extent permitted by Applicable Regulations, the Company makes no express or implied representations or warranties in relation to any Electronic Services, Automated Systems or any systems, services, equipment or facilities provided or operated by the Company or any third party (including any Market Infrastructure Provider). The Company hereby specifically disclaims, overrides and excludes, to the fullest extent permitted by Applicable Regulations, all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and all other warranties, conditions, other contractual terms, representations, indemnities and guarantees, whether express, implied or statutory, arising by law, custom, prior oral or written statements by the Company or any of its Affiliates or otherwise (including, but not limited to, as to title, satisfactory quality, accuracy, completeness, uninterrupted use, noninfringement, timeliness, truthfulness, sequence and any implied warranties, conditions and other contractual terms arising from transaction usage, course of dealing or course of performance) relating to any systems or services of the Company or a Market Infrastructure Provider or services, equipment or facilities used to support such systems or services.

14.4 Correct Entry and Reliance: The Client agrees that the Company is entitled to rely on the correct entry of the Login Identifiers and Passwords in order to ascertain whether any Instruction given to the Company is that of the Client's and to act on that assumption. The Client shall be fully responsible and liable for the entry of all information through the Electronic Services and all Instructions given to the Company through the use of the Electronic Services notwithstanding that such information or Instruction may have been given by a third party with or without authority to give such Instruction on behalf of the Client. The Client undertakes to notify the Company immediately if it has any difficulties logging in using the Login Identifiers and Passwords.

14.5 Personal: The Client shall be the only authorised user of its Login Identifiers and Passwords.

14.6 Safe-keeping: The Client has the sole responsibility and shall be liable for the confidentiality, security and safe-keeping its Login Identifiers and Passwords. The Client undertakes to notify the Company immediately if the Client suspects there have been disclosure, loss, theft or unauthorised use of the Login Identifiers or Passwords.

14.7 Prohibitions: In using the Electronic Services, the Client shall not: (a) reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, exploit (whether for commercial benefit or otherwise) the information and/or reports obtained from or through the Electronic Services in any manner whatsoever without the express written consent of the Company and shall not use the information for any wrongful or illegal purpose or in contravention of Applicable Regulations; (b) make any additions, modifications, adjustments or alterations to, tamper any part or corrupt any information or services available on or through the Electronic Services; (c) permit any equipment or software to be linked to or communicate in any manner or be used in connection with any other service or system whereby any information and/or reports obtained from the Company may be accessed, used, stored or redistributed by or though such other equipment or software; and/or (d) use the facilities available under the Electronic Services otherwise than as stipulated under the Agreement or such other directions which may be issued by the Company from time to time.

14.8 Suspension and Termination: The Company may in its sole and absolute discretion, from time to time and without notice to the Client: (a) amend, modify, suspend or terminate the operation of the Electronic Services and/or the terms of use for such Electronic Services; (b) suspend or terminate the access of the Client to or use of the Electronic Services; and/or (c) deactivate the Login Identifiers and Passwords, and shall not be liable to the Client for any loss, damage, costs, charges or expenses which may be suffered by the Client consequent upon any of the above actions.

14.9 Inherent Vulnerabilities: The Client acknowledges and accepts that electronic systems and technologies, including the Electronic Services and such other systems and technologies used by the Company, are inherently vulnerable to hacking, disruption, delay or failure. The Client must maintain alternative arrangements for the giving of Instructions in the event that the Electronic Services are unavailable.

14.10 Limitation of Liability: The Company shall not be liable to the Client for any loss, damage, costs, charges or expenses whatsoever and howsoever caused or arising from the use by the Client of the Electronic Services, including but not limited to:

(a) the loss or unauthorised use of the Login Identifiers or Passwords;

(b) the unauthorised use of or access to the Electronic Services; or

(c) any delay, fault, failure or loss of access to, or unavailability of the Electronic Services for whatever reason.

14.11 Intellectual Property

(a) Unless otherwise stated, the Company or certain other third parties (including without limitation brokers, partners or sponsors) (collectively the "Rights Holders") are the owner or the licensee of all intellectual property rights available through the Electronic Services, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

(b) In utilising the Electronic Services, the Client agrees not to do anything that will violate, infringe, prejudice or in any way affect the Rights Holders' intellectual property rights, including without limitation all parts of the websites and software of the Company (the "IP Rights"), and shall take all necessary measures to preserve and protect these IP Rights. All IP Rights (whether by way of copyright or otherwise) in the information or reports available from or generated by the Electronic Services vest solely in and will remain the exclusive property of the relevant Rights Holders.

(c) The Client shall not upload, post, reproduce, retransmit, disseminate, sell, publish, broadcast, circulate, exploit or distribute any information, software or other material available through the Electronic Services protected by copyright or other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the relevant Rights Holder, nor use the same or any part thereof other than for its own use or in the ordinary course of its own business.

(d) The Client does not acquire any rights, express or implied, in the services or the Company’s software, and the Client has no right to commercialize or transfer the services or the Company’s software, in whole or in part. No license, right or Intellectual Property Right in any of the Company trademark, trade name or service mark is granted pursuant to this Agreement.

14.12 Risks: The Client understands and acknowledges that the Internet and communications over the Internet may not be secure, and that connecting to the Internet provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. The information and data transmitted through the Internet or stored on any equipment through which Internet information is transmitted may not remain confidential, and the Company makes no representation or warranty regarding privacy, security, authenticity, non-corruption or destruction of any such information. Use of any information transmitted or obtained over the Internet is at the Client's own risk, and the Company shall not be responsible to the Client for any adverse consequence or loss whatsoever from use of the Internet.

14.13 Use of the Internet: In the Client's use of the Company's software, the Client shall comply with all applicable laws, including, without limitation, laws governing the protection of personally identifiable information and other laws applicable to the protection of client data and will ensure that the services provided by the Company are used in conformity with all applicable laws and regulations and third-party rights. The Client will not use the services in any manner that violates any data protection statute, regulation, or similar law. The rights provided under this clause are granted to the Client only and shall not be considered granted to any subsidiary or holding company of the Client.

15.1 General Lien: Without prejudice to any other powers, authorities, rights and remedies granted to the Company under the Agreement, and until all amounts owed to the Company or any Affiliate have been paid or satisfied or discharged in full, the Company has the right to retain and withhold by way of lien all money, Investment Products (including but not limited to any and all Investment Products acquired for or on behalf of the Client or in which the Client has an interest which are held for the Account) and other property of the Client held from time to time by the Company or any Affiliate, whether held for safe-keeping or otherwise, and whether pursuant to the Agreement or otherwise, and the Company shall have the power to collect, sell or realise all or any part of such money, Investment Products and property at such price as the Company may think fit and to apply the proceeds, after deduction of expenses, to satisfy any amount owed by the Client to the Company or any Affiliate. The Client shall upon the request of the Company and at the Client's cost and expense execute all transfers and do all things necessary for vesting the legal title in such money, Investment Products and property to the Company or any other person as the Company may specify.

15.2 No Encumbrance: The Client shall not, without the Company's prior written consent, assign, transfer, mortgage, pledge, charge, or create or permit to arise or exist any lien or other Encumbrances of any nature, or grant or purport to grant an option, on or over its right, title, interest and claim in or to any money, Investment Products and/or other property held by the Company for the account of the Client.

16.1 Charge: In consideration of the Company's provision of services to the Client, the Client, as beneficial owner, hereby charges by way of first fixed charge all its rights, title, benefits, claims and interests, both present and future, in and to all of the Charged Assets, as a continuing security for the due and punctual payment and satisfaction of all the Liabilities and performance of all other obligations of the Client from time to time. If and insofar as the security created shall be ineffective as a first fixed charge for any reason, such security shall take effect as a first floating charge. Any floating charge created by this Clause 16.1 shall (in addition to and without prejudice to the circumstances in which the same shall occur under general law) automatically be converted into a specific fixed charge upon the occurrence of any Event of Default. Without prejudice to the aforesaid, the Company may at any time and from time to time by notice in writing to the Client, convert any floating charge into a specific fixed charge as regards the whole or any part of the Charged Assets specified in such notice.

16.2 No Liability: The Company and the Company's nominee shall not be in any way responsible for any loss occasioned by any action taken for the purposes of enforcing the Collateral, howsoever such loss may have been caused or arisen, or whether or not a better price could or might have been obtained on such action, or whether such loss may be reduced or avoided by either deferring or advancing the date of taking such action.

16.3 Loss and Accountability: In appropriating, selling or disposing of the Charged Assets or any part thereof, the Company do so at the then current market price to any Affiliate, and without being: (a) in any way responsible for any loss occasioned thereby howsoever arising; and (b) accountable for any profit made by the Company or any of its nominees or Affiliates, and the same shall not be treated as an absolute appropriation of or foreclosure on the Charged Assets to the exclusion of the Client and in extinguishment of its interests therein, unless the Company shall otherwise notify the Client (whether before or after the relevant appropriation or foreclosure has been effected), in which event any such appropriation or foreclosure shall be treated as a sale of the Charged Assets at a fair market value and the Liabilities shall be reduced by an amount equivalent to the proceeds of such sale.

16.4 Continuing Security: The Collateral shall be a continuing security notwithstanding any intermediate payment or settlement of account or satisfaction of the whole or any part of the Liabilities and notwithstanding the closing of any of the Accounts and which are subsequently reopened or the subsequent opening of any Account by the Client either alone or jointly with others. Without prejudice to the foregoing, the Collateral shall subsist and continue to have full force and effect notwithstanding the termination of the Agreement until the Client has fully discharged all the Liabilities.

16.5 Rights Additional: The charge created in Clause 16.1 (Charge) shall be in addition to and shall not affect or be affected by any other security, guarantee or indemnity which the Company may now or in the future hold or take in respect of the Liabilities and may be enforced by the Company without prior recourse to any such other security, guarantee or indemnity.

16.6 Suspense Account: Any monies realised pursuant to the Collateral may be placed and kept to the credit of a suspense account opened by the Company for so long as the Company or its nominee may in its absolute discretion determine without any obligation in the meantime to apply the same or any part thereof in or towards discharge of the Liabilities.

16.7 Dissolution to have no Effect: The Collateral shall not be discharged by any amendment or variation to the Agreement or by the dissolution or insolvency of the Client. Where the Client is a firm and there is a dissolution, the Collateral shall apply to all indebtedness incurred in the firm's name to the Company until receipt of actual notice of dissolution and, if the dissolution is by reason only of the introduction of one or more partners, the Collateral shall continue and, shall apply to the firm constituted with new partners as if there had been no change in the firm.

16.8 Client's Covenants: The Client covenants with the Company that:

(a) it will not create or permit to subsist any Encumbrance (other than any Encumbrance arising by operation of law) over or dispose of any Charged Assets or any Account, other than as provided for in the Agreement;

(b) the Client shall deposit with the Company, or to its order, all certificates, instruments and evidence of title to the Charged Assets, together, where appropriate, with all such necessary forms of transfer as the Company may from time to time require;

(c) the Client shall execute and deliver such further assignments, charges, authorities and other documents as the Company may from time to time require for perfecting its title to or for vesting or enabling the Company to vest the full benefit of the Charged Assets in its favour;

(d) the Client shall not withdraw or attempt to withdraw all or any part of the Charged Assets without the prior consent of the Company; and

(e) the Client shall not to take or omit to take any action which might prejudice the effectiveness of the Collateral.

16.9 No Restrictions: No restrictions imposed by any Applicable Regulations on any immediate or other power of sale, application of proceeds or on any other right or on the consolidation of mortgages or other Encumbrances shall apply to the Collateral, the Company or to any other security given by the Client to the Company.

16.10 Power of Attorney: The Client, by way of security, irrevocably appoints the Company and any of its delegates or sub-delegates severally to be the Client's true and lawful attorney (with full power to appoint substitutes and to sub-delegate including power to authorise the person so appointed to make further appointments with regard to the Collateral) on behalf and in the name of the Client or otherwise, to execute, seal, deliver, exercise and otherwise perfect and do all such agreements, acts and things which: (a) the Client could itself do in relation to the Collateral; (b) the Client is or may become obliged to do under the Collateral; and/or (c) otherwise may in the Company's opinion be required or deemed proper or desirable for or in connection with the full exercise of all or any of the rights conferred by the Collateral and its rights to give full force and effect to the terms of the Collateral. This power of attorney is coupled with an interest and is irrevocable and shall remain irrevocable as long as any of the Liabilities remains outstanding. The Client ratifies and confirms and agrees to ratify and confirm any agreement, act or thing which any attorney (or any substitute or sub-delegate) appointed under this Clause 16.10 may lawfully execute, seal, deliver, exercise or do.

16.11 No Avoidance: Any release, discharge or settlement of the Collateral shall be conditional upon no security, disposition, payment or discharge in respect of the Liabilities by the Client or any other person being avoided, reduced, ordered to be refunded or repaid for any reason and, if such conditions are not fulfilled, the Company shall be entitled to enforce the Collateral as if such release, discharge or settlement had not occurred.

16.12 Reinstatement: If the Company considers that an amount paid by the Client or any other person is capable of being avoided or otherwise set aside (on the liquidation of the Client or otherwise), then that amount shall not be considered to have been paid. Furthermore, the Company may at its sole discretion concede or compromise any claim that any payment, security or other disposition is liable to be avoided, reduced or repaid.

16.13 Good Title: The Client represents and warrants that the Charged Assets are beneficially owned by the Client, that the Client has good right and title to deposit the Investment Products with the Company or its Affiliates, that the same are and will remain free from any lien, charge or Encumbrance of any kind and are not nor shall they be subject to any option and any stocks, shares and other Investment Products comprised in the Collateral are and will be fully paid up.

16.14 Exercise of Rights: Until the Company enforces any of its rights under any Collateral, (i) the Company shall have the right, subject only to giving the Client notice, to exercise voting rights and other rights relating to the Charged Assets to protect the value of the Charged Assets; and (ii) except as otherwise provided in these Terms, the Client may direct the exercise of other rights attaching to, or connected with, the Charged Assets, but not in any manner which is inconsistent with the Client's obligations under the Agreement, or which in any way may prejudice the Company's rights in relation to the Collateral.

16.15 Protection of Collateral: In the event that any action or proceeding is commenced or any claim or demand is made by any person against the Client in connection with any matter contained in the Agreement or all or any part of the Collateral or against the Company in connection with any matter contained in the Agreement or all or any part of the Collateral, the Company shall be entitled to take such reasonable steps as it may deem necessary or advisable including the withholding of payment or delivery to the Client of all or any part of any monies forming part of the Collateral and the cancellation or non-compliance with any orders or Instructions which the Client may have given or may give regarding all or any part of the Collateral. Nothing in this Clause 16.15 shall be construed as an obligation on the part of the Company to take any steps in connection with any action, proceedings, claim or demand associated with the Agreement or Collateral.

16.16 Dividends: Any dividends, distributions, interests, monies, entitlements forming all or part of the Collateral which may be received by the Client shall be held by the Client in trust for the Company and shall be paid over to the Company on demand.

16.17 No Waiver and Invalidity: The Collateral shall not be affected by any failure by the Company to take any security or by the invalidity, illegality or unenforceability of any security taken by the Company or by any existing or future agreement by the Company as to the application of any advances made or to be made to the Client or its Affiliate.

16.18 Extension: Should any purported obligation or liability of the Client or its Affiliate under the Agreement or any other agreement which, if valid or enforceable, would be secured by the charge created in Clause 16.1 (Charge), be or become wholly or in part invalid or unenforceable against the Client or its Affiliate on any ground whatsoever, including any defect in or insufficiency or want of powers of the Client, or irregular or improper purported exercise of power, or breach or want of authority by any person purporting to act on behalf of the Client or its Affiliate, or any legal limitation (whether under the Prescription Act of Mauritius or other applicable limitation laws of Mauritius or otherwise) or other incapacity, or any other fact or circumstances, whether or not known to the Company, or if for any other reason whatsoever the Client or its Affiliate is not or ceases to be legally liable to discharge any obligation or liability undertake or purported to be undertaken in the Agreement or any other agreement, the charge created in Clause 16.1 (Charge) shall nevertheless extend to secure that obligation or liability or purported obligation or liability as if the same were wholly valid and enforceable.

16.19 Restructuring of Client: No change in the constitution of the Client nor of the persons or other entities for whose liabilities the Collateral may at any time stand as security shall affect the validity of or discharge the Collateral. If the Client or its Affiliate is a partnership, and in the event of the dissolution of the firm, the Collateral shall apply to secure all the indebtedness and liabilities to the Company incurred by the firm or in the firm's name until receipt by the Company of actual notice of dissolution. If, however, the dissolution is by reason only of the introduction of a partner or a further partner or partners into the firm, the Collateral shall continue and, in addition to the debts and liabilities of the old firm, the definition of "Liabilities" shall apply to all monies and liabilities due or incurred from or by the new firm or firms thereby constituted as though there had been no change in the firm as previously constituted.

16.20 Collateral Not Effected: Without prejudice to the generality of the foregoing, neither the Collateral nor the amounts thereby secured will be affected in any way by:-

(a) any other security, guarantee or indemnity now or hereafter held by the Company or its Affiliates under or in respect of the Agreement or any other liabilities;

(b) any other variation or amendment to or waiver or release of any security, guarantee or indemnity or other document;

(c) the enforcement or absence of enforcement or release by the Company or its Affiliates of any security, guarantee or indemnity or other document (including the charge created in Clause 16.1 (Charge));

(d) any time, indulgence, waiver or consent given to the Client or any other person whether by the Company or its Affiliates;

(e) the making or absence of any demand for payment of any sum payable under the Agreement made on the Client whether by the Company or any other person;

(f) the insolvency, bankruptcy, death or insanity of the Client;

(g) any amalgamation, merger or reconstruction that may be effected by the Company with any other person or any sale or transfer of the whole or any part of the undertaking, property or assets of the Company to any other person;

(h) the existence of any claim, set-off or other right which the Client may has at any time against the Company or any other person;

(i) any arrangement or compromise entered into by the Company with the Client or any other person;

(j) the illegality, invalidity or unenforceability of, or any defect in, any provision of the Agreement or any security, guarantee or indemnity (including the charge created in Clause 16.1 (Charge)) or any of the rights or obligations of any of the parties under or in connection with the Agreement or any security, guarantee or indemnity (including the charge created in Clause 16.1 (Charge)), whether on the ground of ultra vires, not being in the interests of the relevant person or not having been duly authorised, executed or delivered by any person or for any other reason whatsoever;

(k) any agreement, security, guarantee, indemnity, payment or other transaction which is capable of being avoided under or affected by any law relating to bankruptcy, insolvency or winding-up or any release, settlement or discharge given or made by the Client on the good faith of any such agreement, security, guarantee, indemnity, payment or other transaction, and any such release, settlement or discharge shall be deemed to be limited accordingly; or

(l) any other thing done or omitted or neglected to be done by the Company or any other person or any other dealing, fact, matter or thing which, but for this provision, might operate to prejudice or affect the Client's liabilities under the Agreement.

The Client makes the representations and warranties and gives the undertakings set out in this Clause for so long as the Client maintains any Account with the Company and on the giving of each Instruction to the Company.

17.1 Corporate Client: If the Client is a body corporate (whether incorporated or unincorporated), the Client represents and warrants that it is duly incorporated or constituted (as the case may be), and validly existing under the laws of its place of incorporation and has full power and legal capacity to enter into the Agreement and perform its obligations under the Agreement according to the terms of the constitutional document(s) by which the Client is established or constituted; and (where applicable) that the certified copy of resolutions provided by the Client to the Company approving the execution of the Agreement were duly passed at a meeting of its directors or other officers (as the case may be) duly convened and held on or prior to the date of the Agreement in accordance with its constitutional documents and are in full force and effect.

17.2 Personal Benefit: Unless the Company expressly permits otherwise, the Client is the person ultimately responsible for originating the Instruction in relation to each Transaction and stands to gain the commercial or economic benefit of each Transaction and/or bear its commercial or economic risk, and deals on its own account as principal and beneficial owner of the relevant Investment Products and Account and that no one other than the Client has any right or interest in the relevant Investment Products or Account.

17.3 Capacity: The Client has and will have full power and capacity to enter into, and perform its obligations pursuant to, the Agreement, any other agreement entered into with the Company or its Affiliates, to open and operate each Account, to give Instructions, and effect each Transaction.

17.4 True information: The information provided by or on behalf of the Client in the Account Opening Form or otherwise in relation to the Agreement from time to time is true, complete and correct in every respect.

17.5 Good Title: The Client has unencumbered title as beneficial owner to all Investment Products and other assets which the Client delivers to the Company (for any purposes whatsoever), instructs the Company to sell or otherwise dispose of pursuant to the Agreement. The Company has no obligation to examine or verify the title of any such Investment Products and assets, and the Company will not be responsible for any defect with such title.

17.6 Consents: All necessary consents or authorisations which may be required by the Client for the signing of the Agreement, carrying out of any Transaction on any Market and performance of its obligations under the Agreement have been obtained and are in full force and effect.

17.7 Valid and binding obligations: The Agreement constitutes valid and legally binding obligations of the Client enforceable in accordance with its terms.

17.8 Application Regulations: The Agreement and its performance and the obligations contained in the Agreement do not and will not contravene any Applicable Regulations, any provisions of the Client's constitution, memorandum and articles of association or by-laws (where applicable), or constitute a breach or default under any agreement or arrangement by which the Client is bound.

17.9 Risk disclosure statements: The Client confirms it has been provided with a copy (including online copy) of the Agreement and was invited to read the terms of the Agreement. The Client declares that it understands the contents of the Agreement in its entirety, has read and understood the relevant risk disclosure statements set out in Schedule I (Risk Disclosure Statements) or otherwise provided by the Company to the Client, has been invited to ask questions and take independent advice if the Client wished, and accepts in full the risks relating to the relevant Investment Products and Transactions.

17.10 Client's Information: The Client shall, upon the Company's request, provide the Company with such information and documents relating to the identity of the Client and each Authorised Person, the Client's financial condition and source of funds or other related matters as the Company may require from time to time for the purposes of opening, maintaining, operating and/or closing any Account. The Client agrees that the Company may rely on information provided in the Account Opening Form until the Company has received notice from the Client regarding any changes therein. The Client shall promptly notify the Company in writing of any material changes in the information provided by or on behalf of the Client pursuant to the Agreement or any agreement entered into pursuant to the Agreement or relating to any Account.

17.11 Further assurance: The Client undertakes to the Company to do or execute any act, deed, document or thing which the Company requires the Client to do being in the reasonable opinion of the Company necessary or desirable in connection with the implementation and enforcement of the Agreement including the execution by the Client of an irrevocable power of attorney appointing the Company as the lawful attorney of the Client to do and execute all such acts, deeds, documents or things on behalf of the Client.

17.12 Ratification: The Client agrees to do such acts and things and to execute such documents as are necessary or are in the reasonable opinion of the Company desirable to ratify or confirm anything done by the Company, or any of its nominees or Affiliates, or any other entity instructed by any of them in the proper exercise of any right or power conferred on any of them by the Agreement or any agreement entered into pursuant to the Agreement or relating to the Account.

17.13 Insolvency: If the Client is an individual, it has not been made bankrupt nor has a petition been presented to make it bankrupt nor has an individual voluntary arrangement or any interim order under any applicable bankruptcy or insolvency laws been proposed or approved in respect of the Client. Where the Client is a corporate or partnership, no order has been made, petition presented, resolution passed or meeting convened for the winding up, insolvency, dissolution, administration or other similar event of the Client.

18.1 Provision of Information: The Client shall directly or indirectly (such as through a third party authorized by the Client) complete and submit a client information statement (including, but not limited to, with respect to any Client Identification Data) in such form(s) as prescribed by the Company at the time of opening an Account, and otherwise provide and keep up to date such information (including financial data concerning the Client) directly or indirectly (such as through a third party nominated by the Client) to the Company from time to time at the request of the Company.

18.2 Client Data and Information: The Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right to use all of the data and information (including, but not limited to, with respect to any personally identifying information) the Client processes, uses and transmits through the Subscribed Services, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Client’s data or information for any reason. The Company reserves the right to purge and delete all of the Client’s data and information, if any, in its possession, upon the termination or expiration of this Agreement.

18.3 Further information: The Client agrees promptly upon reasonable request by the Company : (i) to furnish financial statements of the Client to the Company; (ii) to disclose to the Company any material change in the financial position of the Client; (iii) to furnish such other information (including personal information) concerning the Client as the Company may reasonably request; (iii) to furnish such other information (including personal information) concerning the Client as the Company may reasonably request; (iv) to notify the Company in writing if any of the representations or warranties given by the Client to the Company in connection with the Agreement ceases to be true, complete, up-to-date or accurate in any respect; and (v) to notify the Company in writing of an Event of Default upon its occurrence.

18.4 Disclosure in Compliance with Law: The Client hereby acknowledges and agrees that any relevant regulatory bodies (including where applicable, as the case may be, the Exchanges of any relevant jurisdictions) may, in accordance with the Applicable Regulations and any other regulatory requirements, require or request disclosure, collection, storage, processing, analysis, use and/or transfer to relevant regulatory authorities of personal and other information relating to the Client, its Authorised Persons and/or the Accounts (including but not limited to Client Identification Data). The Client irrevocably authorizes the Company and its Affiliates, without notice or consent from the Client, to disclose and provide to the relevant authorities or persons all such information and documents (including but not limited to Client Identification Data) relating to the Client, its Authorised Persons and/or the Accounts as may be required or requested by them pursuant to Applicable Regulations. Without prejudice to the generality of the aforesaid, the Client agrees that where the Company has received an enquiry from any relevant authorities or persons, the Client shall, upon request by the Company (which request shall include the contact details of the relevant regulatory authority), provide to the Company or the said regulatory authority directly any information relating to the Client and/or any ultimate beneficiary in compliance with such regulatory authority's request or demand and within such period specified by such regulatory authority or the Company. The Client shall not hold the Company or its Affiliates liable for any consequences arising from such disclosure, and the Client shall reimburse the Company and its Affiliates on demand for all costs and expenses (including legal costs on a full indemnity basis) incurred by the Company and its Affiliates in complying with requests for such disclosure.

18.5 Disclosure generally: Subject to Clause 18.4 (Disclosure in Compliance with Law), the Company will keep information relating to the Client and the Accounts confidential, but is authorised by the Client to disclose any such information (i) to any person as the Company considers appropriate for conducting credit enquiries on the Client and/or to verify the information provided, (ii) to the Company's auditors, legal advisers or other professional advisers, or any brokers, dealers or other service providers appointed by the Company, (iii) any of the Affiliates, or the Company's nominees and delegates and (iv) any actual or potential assignee of all or any of the Company's rights or obligations (whether under the Agreement or otherwise), (v) to any relevant market data service or Exchange to enable the Company to comply with the licence agreement between it and relevant market data service providers or the Exchange relating to market data feeds, and (vi) in accordance with the Company's privacy policy statement as amended by the Company from time to time. The Company shall not be liable to the Client for any consequences arising from any disclosure made pursuant to this Clause 18.5.

18.6 Personal Data Protection: The Client acknowledges that it has read and accepts in full the provisions in the VistaMX Markets Limited Privacy Policy (including the use of its personal data in the manner specified in such statement).

18.7 Non-disclosure Requirements: If a non-disclosure, confidentiality, secrecy, data privacy or other similar Applicable Regulation imposes a non-disclosure obligation in relation to any information required to be disclosed or provided by the Client under the Agreement, but permits the Client to waive such a requirement or to seek consent to such disclosure, the waiver shall be deemed to have been given by the Client and the Client shall obtain such consent on a best efforts basis.

18.8 Refusal to Disclose: The Client hereby acknowledges that if it fails to provide or promptly update the Client Identification Data to the Company in accordance with regulatory requirements or refuses to agree to any provisions set out under this Clause 18, the Company, subject to any Applicable Regulations, reserves the right to decline any executions relating to the Client's Instructions, or to discontinue to provide the Client with any relevant services concerning your Account or to terminate this Agreement (as the case may be).

19.1 Client Identity Rule: Without prejudice to any of the Client's other obligations under the Agreement, if the Client effects Transactions for Investment Products, whether on a discretionary or non-discretionary basis, and whether as agent or by entering into matching transactions as principal, with its clients, this Clause 19.1 shall apply, specifically as follow.

(a) Subject as provided below, the Client shall, immediately upon request by the Company, inform the Company of the identity, address, occupation and contact details of the person or entity (legal or otherwise) responsible for originating the instruction in relation to a Transaction and the person or entity (legal or otherwise) that stands to gain the commercial or economic benefit of the Transaction and/or bear its commercial and economic risk.

(b) In relation to a collective investment scheme or discretionary account, the "entity" referred to in paragraph (a) is the collective investment scheme or account, not those who hold a beneficial interest in that collective investment scheme or account (e.g. the unitholders of a unit trust).

(c) If the Client effected the Transactions for a collective investment scheme, discretionary account or discretionary trust, the Client shall, as soon as practicable, inform the Company when the Client's discretion to invest on behalf of the scheme, account or trust has been overridden. In the case where the Client's investment discretion has been overridden, the Client shall, immediately upon request by the Company, inform the Company of the identity, address, occupation and contact details of the person(s) who has or have given the instruction in relation to the Transactions.

(d) If the Client is aware that its client is acting as intermediary for its underlying clients, and the Client does not know the identity, address, occupation and contact details of the underlying client for whom the transactions was effected, the Client confirms that: (i) it has arrangements in place with its client which entitle the Client to obtain the information set out in paragraphs (a) and (b) from its client immediately upon request or procure that it be so obtained; and (ii) it will, on request from the Company in relation to a Transaction, promptly request the information set out in paragraphs (a) and (b) from the client on whose instructions the Transactions was effected, and provide the information to the Company as soon as received from its client or procure that it be so provided.

(e) The Client confirms that, where necessary, it has obtained all relevant consents or waivers from clients, collective investment schemes, discretionary accounts or discretionary trusts for whose account Transactions may be effected to release information to the relevant regulators of the identity and contact details of such clients, collective investment schemes, discretionary accounts or discretionary trusts, and of the person(s) with the ultimate beneficial interest in any such Transactions, and (if different from the client/ultimate beneficiary) of the person(s) who originated the Transactions.

(f) The Client authorizes the Company to give the relevant regulators access to information set out in this Clause 19.1 upon such regulator's request.

(g) This Clause 19.1 shall continue in effect notwithstanding the termination of the Agreement.

19.2 Anti–Money Laundering and Countering Financing of Terrorism

(a) Where the Client agrees to be the intermediary of the Company for the purpose of carrying out any relevant due diligence measures for the Company (the "Specified Intermediary"), the Client undertakes the following: (i) maintenance of internal policies, procedures and controls to comply with anti-money laundering/countering the financing of terrorist laws, regulations, and guidelines including performing ongoing monitoring of clients and their transactions; (ii) performance and compliance of any client due diligence measures requested by the Company or required under Applicable Regulations; and (iii) provision without delay of any document, or a record of any data or information obtained in the course of carrying out client due diligence measures, upon request from overseas or local regulators or the Company.

(b) The Specified Intermediary acknowledges that the Company relies on the Specified Intermediary to carry out the relevant client due diligence measures. The Specified Intermediary agrees to indemnify and hold the Company harmless from and against all actual or contingent liabilities, claims, demands, losses, damages, taxes, costs, charges and expenses of any kind which may be incurred or suffered by the Company in connection with or arising out of any action or inaction of the Specified Intermediary in carrying out its duty under this Clause 19.2.

19.3 Licenses and Authorisations: Where either or both of Clauses 19.1 (Client Identity Rule) or 19.2 (Anti–Money Laundering and Countering Financing of Terrorism) apply to the Client, then, for so long as the Client maintains any Account with the Company and on the giving of each Instruction to the Company, the Client represents and warrants that it is, if required under Applicable Regulations, properly licensed and has obtained all necessary authorisations and approvals to act as such an intermediary and to provide such services to its clients.

20.1 Disclosure: The Client acknowledges that it is the Client's sole responsibility to discharge any obligations imposed on the Client by any Applicable Regulations to disclose interests of any nature (whether personal, corporate, family or otherwise) to any applicable Exchanges, regulatory authorities or other persons. The Client is reminded that the Client alone is responsible for complying or ensuring compliance with any duty or obligation which arises under any Applicable Regulations, in respect of anything done, or which the Client requests to be done, on the Client's behalf by the Company. The Client confirms that it is aware of the relevant Applicable Regulations and that the Client at all times will observe, or ensure that they are observed, so as to ensure that no breach or infringement of such Applicable Regulations is caused as a result of anything done or proposed to be done by the Company acting on the Client's directions or Instructions.

20.2 No Responsibility to Advise: The Client acknowledges and agrees that the Company is not responsible for advising the Client of any disclosure obligations whether arising generally or as a result of any Transaction effected by the Company for the Client or of any holding of Investment Products or otherwise by or on behalf of the Client. Such obligations of disclosure are personal obligations of the Client. The Company shall not be obliged to give notice of holdings by or on behalf of the Client in any form or by any time limit save for any notice or statement to be issued by the Company as expressly set out in the Agreement. The Company shall not be liable for any loss, cost or expense of the Client arising from any failure or delay by the Client or any other person to disclose interests in accordance with any Applicable Regulations and the Client shall indemnify the Company for any loss, cost or expense arising from any such failure, delay or default which may be suffered or incurred by the Company.

20.3 US Person: The Client must advise the Company promptly if it (a) is a US person, or (b) acquires or holds any Investment Products beneficially owned by, or operates any Account for, a US person or in violation of any Applicable Regulations. Where the Client is or becomes a US Person, the Company has the right to suspend or terminate any or all of its services provided to the Client under the Agreement with respect to any Investment Product. The Company also has the right to suspend or terminate the relevant Account. The Company is not liable for any losses, costs, fees or expenses of any kind the Client may incur or suffer in connection with such suspension or termination. Furthermore, the Company has the right to make or handle any tax reporting in relation to such Investment Product on the Client's behalf.

21.1 Default: Each of the following events shall constitute an Event of Default:

(a) the Client or any guarantor or security provider of the Client's obligations under the Agreement becomes bankrupt or insolvent by reason of its inability to pay its debts as they fall due, or enters into liquidation whether voluntarily or compulsorily, or a receiver is appointed for all or any part of its assets, or initiates or suffers the filing of a petition for its winding-up or similar action, or becomes (voluntarily or involuntarily) the subject of any equivalent or analogous procedures under any law;

(b) the Client (in the case of an individual) dies, or is judicially declared mentally incompetent or unsound, or (in the case of a partnership) is dissolved or enters into an arrangement or composition for the benefit of its creditors or ceases or threatens to cease to make payment of its debts;

(c) if, in the opinion of the Company, the Client has breached any terms of the Agreement or any other agreement it has with the Company or any of its Affiliates;

(d) the Client or any guarantor or security provider of the Client's obligations under the Agreement defaults in performing its obligations or liabilities whether or not in respect of any Transaction (including the failure to pay any sum due to the Company);

(e) any information supplied, or any representation or warranty given by the Client to the Company is or becomes incomplete or untrue in any aspect when made or repeated;

(f) any warrant or order of attachment or distress or equivalent or analogous order is issued, or any judgment is levied, enforced or executed, against any of the Client's assets or Account;

(g) an encumbrancer takes possession or a receiver, trustee or other similar officer is appointed in respect of any part of the Client's undertaking, assets or revenues or distress, execution or other process is levied or enforced or sued out upon or against any property of the Client and is not removed, discharged or paid out in full within 7 days;

(h) an administrator, liquidator or similar officer is appointed or an administration order made with respect to the Client or the whole or any part of the Client's assets or business;

(i) there is, without the prior written consent of the Company, a debit balance on any Account of the Client;

(j) any breach by the Client of any Applicable Regulation, including any by-law, rule or regulation of any Exchange;

(k) any consent, authorization or board resolution required by the Client to enter into the Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect;

(l) the occurrence of any event which, in the sole opinion of the Company, might jeopardize any of the rights of the Company under the Agreement, including the occurrence of any market conditions adverse to the Company;

(m) any event or series of events which, in the sole opinion of the Company, has or is likely to have a Material Adverse Effect;

(n) the Agreement or any part thereof is terminated pursuant to Clause 27 (Termination) or any other term of the Agreement;

(o) the Client assigns, or purports to assign the whole or any part of the benefit of any part of the Agreement;

(p) any security created or any part thereof in relation to the indebtedness, obligations or liabilities of the Client under the Agreement is or becomes avoided, discontinued, jeopardized or adversely affected, or there is any action commenced or any claim made by any person in respect of any asset or property comprised in such securities, or such assets and properties deteriorate, decline or depreciate in the market value thereof;

(q) any third party asserts a claim, right or interest in respect of any moneys, funds, Investment Products or other assets in any Account;

(r) the Client sells all or a substantial portion of its business or assets;

(s) there occurs any adverse change, in the Company's sole and absolute opinion regarding the corporate structure, business, assets, financial or generation condition or prospect of the Client;

(t) the Client does not agree to the amendments made to the Agreement by the Company under Clause 36.2 (Amendments), or the Company and the Client are not able to resolve the objections raised by the Client under Clause 36.2 (Amendments);

(u) it is or becomes unlawful for the Client to perform any of its obligations under any Investment Products and/or the Agreement or any other agreement with the Company or any of its Affiliates;

(v) it is or becomes illegal for the Company to provide any of its services under the Agreement; or

(w) notwithstanding that an Event of Default has not occurred, the Company considers it necessary for its own protection to exercise any power it may have had an Event of Default occurred.

21.2 Remedies: Without prejudice to any other rights or remedies which the Company may have, if any Event of Default has occurred, then, without prior demand, call or notice to the Client:

(a) all amounts owing by the Client to the Company shall become immediately payable on demand, and interest will accrue, on the amounts outstanding from time to time in the manner specified in Clause 5.6 (Interest);

(b) further performance by the Company of any of its outstanding obligations to the Client under the Agreement (whether for payment of money or otherwise) shall be conditional upon the Client having fully discharged all its obligations to the Company under the Agreement; and

(c) the Company shall be entitled at its absolute discretion, without further notice or demand to or consent from the Client, to at any time and in any manner:

(i) terminate all or any part of the Agreement;

(ii) enforce the Collateral;

(iii) close or suspend any or all of the Accounts;

(iv) appropriate, sell, realise, redeem, liquidate, transfer, set-off, dispose or otherwise deal with, in such manner as the Company in its absolute discretion may determine and at the Client's sole risk and cost and without incurring any liability on the part of the Company for any loss or damage incurred by the Client, all or part of any money, Charged Assets, Investment Products in any Account and other property of the Client held by the Company;

(v) set-off, combine or consolidate any of the Client's accounts (of any nature) maintained with the Company (including the Accounts) or any Affiliate and any liabilities and obligations owing by the Company to the Client under the Agreement against any Liabilities of the Client. The Company is authorised to purchase with the money standing to the credit of any such account any other currency as may be necessary to effect such set-off or application;

(vi) suspend or terminate all or any of the Company's services;

(vii) cancel all or any open or unexecuted Instructions of the Client;

(viii) revise, change, withdraw, stop or cancel any facilities, advances, credits or loans made or granted to the Client, or any part thereof respectively;

(ix) demand payment, repayment, discharge, satisfaction, performance or fulfilment of the amount, interest, sum, moneys or funds owing by the Client to the Company or its Affiliates;

(x) cancel any or all open orders or any other commitments made on the Client's behalf;

(xi) close any or all Contracts between the Company and the Client, and take delivery on behalf of the Client;

(xii) exercise any Contracts held by the Company on behalf of the Client;

(xiii) cover any short position through the purchase and/or borrowing of Investment Products;

(xiv) where applicable, buy the Investment Products previously sold as a short sale in any Account;

(xv) liquidate any long position with the Company through the sale, realisation, redemption, transfer or disposal of Investment Products; and/or

(xvi) close-out or liquidate any part or all of the Client's open positions in any Investment Product in any Account at any price or on any terms as the Company shall determine in its absolute discretion.

21.3 Application of Proceeds: The Company may at its absolute discretion apply the net proceeds (after deduction of all fees, costs and expenses incurred in connection with the exercise of the powers conferred upon it by the Agreement (including, without limitation, this Clause 21 (Rights and remedies of the Company)) actually received by the Company in satisfaction of the Client's then outstanding Liabilities in such order or manner as the Company considers fit.

21.4 Absolute Discretion: The Company shall have absolute discretion in all matters relating to the exercise of its rights conferred upon it by the Agreement (including, without limitation, this Clause 21 (Rights and remedies of the Company)), and may appropriate, sell, realise, redeem, liquidate, transfer, set-off, dispose or otherwise deal with any Investment Products or other assets of the Client on a single or collective basis at any time and any manner as the Company sees fit.

21.5 Deficit: The Client shall be liable for any Deficit that may exist after the Company has exercised its rights under the Agreement, and any related cost and expense (including legal costs on a full indemnity basis) incurred by the Company. The Client shall immediately pay to the Company on demand an amount equal to such Deficit together with the Company's cost of funding such amount and interest at the rate determined by the Company from time to time, from the date of demand up to and including the date on which the Company receives actual and unconditional payment in full (after as well as before any judgment).

21.6 Debt Collection Agents: The Company shall be entitled at any time and from time to time to employ debt collection agents to collect any sum due but unpaid by the Client in connection with the Agreement and in doing so, the Company is authorised by the Client to disclose to such agents any or all personal and other information in relation to the Client, its Authorised Persons, the Accounts and the Transactions, and the Company shall not be howsoever liable or responsible (whether in contract or tort) for such disclosure or for any default, negligence, act, conduct, misconduct and/or deeds of such agent(s). The Client shall indemnify and keep indemnified the Company and its officers, employees and agents on a full indemnity basis against all reasonable costs and expenses which the Company may reasonably incur in employing debt collecting agent(s) and in closing any Account.

22.1 Exclusion of Liability: The Client agrees that neither the Company nor its affiliates nor any of their respective directors, employees or agents shall be liable for any claims, suits, actions, proceedings, losses, damages, obligations, liabilities, costs, fees and expenses which the Client may incur (including those resulting from Transactions executed by any brokers and dealers appointed by the Company, any act, omission, delay, default, suspension, insolvency or non-performance of any Market Infrastructure Provider, as contemplated under Clause 5.12 (Use of Executing Brokers, Clearing Houses and Market Infrastructure), the exercise of any rights of any third party specified in Clause 5.1 (Instructing Brokers), any System Failure or use of Automated Systems as described in Clause 14.2 (Automated Systems), whether arising from the Company's systems or any third-party systems, or by reason of market conditions or other circumstances specified in Clause 5.3 (Execution of Instructions "at best" or "at market") or 28 (Force Majeure) hereof) arising out of or in connection with the Transactions or the Agreement, unless due to the gross negligence, fraud or wilful default of the Company or any of its officers, employees or Affiliates. Without prejudice to the generality of the foregoing, the Client further agrees that the Company shall have no liability to the Client or to any third party, and no responsibility whatsoever, for: (a) any losses resulting from any cause beyond the Company's direct control, or otherwise falling within the exclusions set out in this Clause 22.1, including without limitation any system failure, delay, malfunction or unavailability, theft, operator error, government restriction, suspension or closure of trading, or any Force Majeure Event; or (b) any direct, special, indirect, incidental, consequential, punitive or exemplary losses, including without limitation loss of profits, loss of trading opportunities, trading losses or anticipated savings, suffered or incurred by the Client in connection with any Transaction or the Agreement. Without prejudice to the generality of the above, the Company shall not be liable for any taxes (including any withholding tax), duties, levies or imposts arising out of or in connection with any Transactions or the Agreement.

22.2 General Indemnity: The Client shall indemnify and keep indemnified the Company and its Affiliates and their respective officers, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, claims, proceedings, judgments, suits, costs, legal expenses (on a fully indemnity basis) and other expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Company and its Affiliates or any of their respective officers, employees and agents in connection with performing its services under the Agreement or as a result of the default or breach by the Client of its obligations under any provision of the Agreement, unless due to the gross negligence, fraud or wilful default of the Company or its Affiliates or any of their respective officers, employees or Affiliates and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom.

22.3 Further Indemnity: Without prejudice to the generality of Clause 22.2 (General Indemnity), (i) the Company shall not be liable for, and (ii) the Client shall indemnify the Company and its Affiliates and their respective officers, employees and agents, on demand at all times, from and against, any and all liabilities, obligations, losses damages, penalties, actions, claims, proceedings, judgments, suits, costs, legal expenses (on a full indemnity basis) and other expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Company and its Affiliates or any of their respective officers, employees and agents in connection with:

(a) any claim by a purchaser or any other person by reason of any defect in the title of the Client to any Investment Products or other assets;

(b) any defect in ownership or title of any Investment Products purchased, sold, held or otherwise dealt with by the Company on the Client's behalf;

(c) the Company accepting, relying and/or acting on the Instructions referred to in Clause 2.6 (Instructions given by Authorised Person(s));

(d) the Company acting upon any Instructions given or purported to be given by or on behalf of the Client by any means selected by the Client;

(e) the Company acting on any Instruction to effect a Transaction in the circumstances described in Clause 5.10 (Prices);

(f) the Client's failure to meet its obligations for settlement of Transactions by the applicable settlement dates or to pay any other sum due to the Company under the Agreement;

(g) the exercise by the Company of any of its rights and powers conferred by the Agreement, whether in relation to the timing or manner of the exercise of such rights or powers or otherwise;

(h) collecting debts from the Client;

(i) closing the Accounts;

(j) any representation or warranty given by the Client being untrue; or

(k) Investment Products which are legally due to be but not yet credited to the relevant Account.

22.4 Reliability of Information: To the maximum extent permitted by Applicable Regulations, all information, whether prepared by the Company or a third party service provider (such as market data and quotation services) provided to the Client under the Agreement, whether through electronic means (including the Electronic Services) or otherwise, are provided on an "as is" and "as available" basis and is for general information only. The Client agrees that while the Company endeavours to ensure the accuracy and reliability of such information, the Company does not warrant the accuracy, reliability, timeliness, completeness or correct sequencing of any such information and the Company will not bear any liability for any loss arising from any inaccuracy, omission or incompleteness of the information or any reliance on such information.

22.5 Tax: The Client is responsible for any applicable taxes payable or to be withheld in respect of any Investment Products or services provided hereunder in accordance with the maximum rate by law or any other rate as the Company determines from time to time. The Company or any of its nominees or Affiliates is not liable for any such taxes. If the Company determines that any taxes in respect of any income, interest, proceeds, dividend or distribution credited to the Account should have been paid or withheld, the Company is entitled to collect from the Client and the Client agrees to pay to the Company the amount to be paid or withheld;

22.6 Unlawful Exclusion: Notwithstanding anything to the contrary in the Agreement, the Company does not exclude or limit in any way its liability to the Client where it would be unlawful to do so.

23.1 Company's Material Interests in a Transaction: When effecting any Transaction for the Client, the Company and/or any of its nominees or Affiliates may have an interest, relationship or arrangement that is material in relation to the Transaction or the Investment Products concerned and, subject to any Applicable Regulations, neither the Company nor its nominees or Affiliates are obliged to disclose to the Client such interest, relationship or arrangement (including the nature or extent thereof). The Client agrees that the Company may, notwithstanding any such interest, relationship or arrangement, effect Transactions for the Client with or through any of its nominees or Affiliates, and the Company or any of its nominees or Affiliates may:(a) be the counterparty as principal for its own account in respect of any Transactions effected for the Client; (b) effect Transactions in circumstances where it has a position in the Investment Products or acts as underwriter, sponsor or otherwise of the relevant Investment Products; (c) take the opposite position to the Client's orders whether the position is on the Company's own account or on behalf of its other clients; or (d) match the Client's orders with those of its other clients.

23.2 No Claim to Profit: In the absence of fraud or wilful misconduct on the part of the Company or any of its nominees or Affiliates, the Company shall not be liable to the Client for any claims by the Client against the Company or any of its nominees or Affiliates in relation to any Transaction referred to in Clause 23.1 (Company's Material Interest in a Transaction) including any claim to account for any emoluments, commissions, profits or any other benefits whatsoever earned or received by the Company or any of its nominees or Affiliates in connection with such Transaction.

23.3 Trading for Own Account: Nothing contained in the Agreement shall be deemed to prohibit or inhibit the Company from (a) acting in any capacity for any other person, or (b) buying, holding or dealing in any Investment Products for its own account notwithstanding that similar Investment Products may be comprised in the Account, or (c) purchasing for the Account Investment Products held by the Company for its own account or purchasing for the Company's own account Investment Products forming part of the Account, provided that in each case the terms of such purchase are no less favourable to the Client than they would have been had the Transactions been entered into at arm's length at the time. The Client acknowledges that the Company, its directors and/or employees may trade on its/ their own account or on the account of any of its Affiliates subject to any applicable regulatory requirements.

23.4 No duty to disclose: Nothing contained in the Agreement shall place the Company under any duty to disclose to the Client any fact or thing which comes to its notice in the course of acting in any capacity for any other person unless such disclosure is required by the Applicable Regulations.

23.5 Company's other Interests: The Client consents that, without prior notice from the Company, when the Company executes sell or buy orders on behalf of the Client, on any Exchange or market anywhere in the world, the Company, its directors, officers, employees, agents, and/or any floor broker may buy or sell for an account in which any such person has a direct or indirect interest, subject to the limitations and conditions, if any, contained in the constitution, rules, regulations, usages, rulings, and interpretations then in force of the Exchange or market upon which such buy or sell orders are executed, and subject to the limitations and conditions, if any, contained in any Applicable Regulations lawfully promulgated by such Exchange or market.

23.6 Potential Conflict: The Company and its Affiliates are engaged in the provision of a wide range of financial services and other related businesses. As a result, the Company may have a material interest or an arrangement or a relationship of any type with another party which would involve a conflict with its duty owed to the Client. The Client acknowledges the existence of such potential conflict of interest and agrees that the Agreement will not preclude the Company from conducting its businesses as aforesaid. The Company shall take reasonable steps to ensure fair treatment for the Client in relation to any transactions involving potential conflict of interest.

24.1 General: Where the Client enters into a transaction:(a) the Company may have solicited the sale of or recommended to the Client the relevant Investment Products pursuant to Clause 24.2 (Transaction entered into with the Company with solicitation of the sale or recommendation of Investment Products by the Company); and/or (b) the Client may have done so without solicitation or recommendation from the Company or in circumstances where it is inconsistent with any solicitation, recommendation or advice from the Company pursuant to Clauses 24.3 (Transactions (excluding transactions in Complex Products) entered into with the Company without any solicitation or recommendation or which is inconsistent with any advice from the Company) and 24.4 (Transactions entered into with the Company in Complex Products, without any solicitation, advice or recommendation from the Company or which is inconsistent with any advice from the Company).

24.2 Transaction entered into with the Company with solicitation of the sale or recommendation of Investment Products by the Company:

(a) If the Company solicits the sale of or recommends any Investment Products to the Client, such Investment Products must be reasonably suitable for the Client having regard to the financial situation, investment experience and investment objectives of the Client, and such other factors (which the Company in its sole discretion considers to be relevant). No other provision in the Agreement or any other document that the Company may ask the Client to sign and no statement that the Company may ask the Client to make derogates from this Clause 24.2(a)；

(b) Without derogating from Clause 24.2(a), before entering into a transaction in Investment Products solicited or recommended by the Company, the Client accepts and agrees to the following, and the Company shall be entitled to rely on the Client’s acceptance of and agreement to the following:

(i) any information that the Client provides to the Company, including for the purpose of assessing whether it would be suitable for the Client to deal in such Investment Products in accordance with Clause 24.2(a), is valid, true, complete, accurate and up-to-date;

(ii) if the circumstances relating to the Client or the Investment Products change, such Investment Products which the Company initially solicited the sale of or recommended to the Client may no longer remain suitable to the Client;

(iii) the Company bears no ongoing responsibility to ensure that such Investment Products which it has solicited or recommended remains suitable to the Client;

(iv) in order to make an informed investment decision, the Client would need to understand the nature, terms and risks of such Investment Products; and consider its own circumstances, including but not limited to the financial situation, ability to assume the risks of such investment products and bear the potential losses from trading in such investment products, investment experience and investment objectives of the Client; and

(v) where necessary, the Client shall seek independent professional advice about the Investment Products that the Client intends to deal in.

24.3 Transactions (excluding transactions in Complex Products) entered into with the Company without any solicitation or recommendation or which is inconsistent with any advice from the Company:

For any transaction that the Client enters into with the Company (excluding transactions in Complex Products) without any solicitation or recommendation or which is inconsistent with any advice from the Company, before entering into such transaction, the Client accepts and agrees to the following, and the Company shall be entitled to rely on the Client's acceptance of the following:

(a) such transaction is entered into by the Client solely at its own risk and request of the Client and is based on its own judgment;

(b) the Client is fully aware of and understands the nature, terms and risks of such transaction;

(c) the Company is not required to assess or advise on the suitability of such transaction for the Client;

(d) the Client has considered its own circumstances, including but not limited to its financial situation, ability to assume the risks of such transaction and bear the potential losses from trading in such Investment Products, investment experience and investment objectives;

(e) where necessary, the Client shall seek independent professional advice concerning such transaction;

(f) the Company does not provide advisory services to the Client and therefore does not assume any advisory duty of care or obligation in relation to such transaction; and

(g) unless caused by the Company's wilful misconduct or negligence, the Company is not liable for any loss (including indirect or consequential loss), cost or damage of any kind incurred or suffered by the Client or any other person with respect to any such transaction.

24.4 Transactions entered into with the Company in Complex Products, without any solicitation, advice or recommendation from the Company or which is inconsistent with any advice from the Company:

For any transaction that the Client will enter into with the Company in a Complex Product, without any solicitation or recommendation from the Company or which is inconsistent with any advice from the Company, before entering into such transaction, the Client accepts and agrees to the following, and the Company shall be entitled to rely on the Client’s acceptance of the following:

(a) such transaction is entered into by the Client at its own risk and request and is based on its own judgment;

(b) any information that the Client provides to the Company, including for the purpose of assessing whether any transaction in a Non-Exchange Traded Derivative Product would be suitable for the Client in accordance with the Code or any other regulatory requirement, is valid, true, complete, accurate and up-to-date;

(c) the Client has considered its own circumstances, including but not limited to its financial situation, ability to assume the risks of such transaction and bear the potential losses from trading in such Complex Product, investment experience and investment objectives;

(d) the Client is fully aware of and understands the nature, terms and risks of such transaction;

(e) where necessary, the Client will seek independent professional advice concerning such transactions;

(f) if circumstances relating to the Client or the Complex Product change, such Complex Product may no longer remain suitable for the Client, and the Company has no ongoing responsibility to ensure that any Complex Product that the Client has transacted in remains suitable for it; and

(g) the Company owes and assumes no obligation whatsoever to ensure that any such transaction in an Exchange-Traded Derivative Product is suitable to the Client. Such limitation of the Company's obligation or duty is subject to compliance with the Code and other Applicable Regulations.

24.5 Institutional Investors:

(a) Clause 24.2(a) shall not apply to any Clients who are Institutional Investors.

(b) While the Company may in fact provide some or all of the following services/information to Institutional Investors, if the Client is an Institutional Investor, the Client acknowledges and confirms that the Company has no regulatory responsibility to do so:

(i) Information about Clients: the Company is not required to establish the Client's financial situation, investment experience or investment objectives;

(ii) Suitability: the Company is not required to ensure that a recommendation or solicitation is suitable for the Client;

(iii) Knowledge of derivatives: the Company is not required to assess the Client's knowledge of derivatives and characterise the Client based on its knowledge of derivatives;

(iv) Requirements regarding Complex Products: the Company is not required to ensure that (i) a transaction in a Complex Product is suitable for the Client in all circumstances, (ii) sufficient information on the key nature, features and risks of a Complex Product is provided to the Client before entering into such transaction and (iii) warning statements in relation to the distribution of a Complex Product are provided to the Client in a clear and prominent manner;

(v) Risk disclosure statements: the Company is not required to provide the Client with written risk warnings in respect of the risks involved in any transactions entered into with the Client, or to bring those risks to the Client’s attention; and

(vi) Disclosure of sales related information: the Company will not be subject to the requirements of Applicable Regulations relating to disclosure of sales related information (applicable where the Company distributes an investment product to the Client, in which case the Company should disclose to the Client certain information prior to or at the point of entering into the relevant sale, such as (1) the Company's capacity (whether as principal or agent) or (2) the Company's affiliation with the product issuer, etc.).

(c) In the event of any inconsistency between any term of the Agreement and Clause 24.5(b), the latter shall prevail.

25.1 Joint Accounts: If the Account is a joint account, i.e. the Account is in the name of more than one person or is in the name of oneself and on behalf of others (whether a partnership or otherwise):

(a) the expression "Client" shall include each such person (a "Joint Client") and the liability of Joint Clients under the Agreement shall be joint and several;

(b) any demand for payment on any one or more of the Joint Clients shall be treated as a valid demand on each and all of the Joint Clients;

(c) the Company may release or discharge any one or more of the Joint Clients from liability under the Agreement or compound with, accept compositions from, or make any other arrangement with, any of Joint Clients without releasing or discharging or otherwise prejudicing or affecting its rights and remedies against any other Joint Client;

(d) the Agreement shall not be affected by the death, incapacity or dissolution of any Joint Client;

(e) termination of the Agreement pursuant to Clause 27 (Termination) by any one or more of the Joint Clients or its or their personal representatives shall not affect the continuing liability of the other Joint Clients;

(f) the Company shall have a lien on the property of each Joint Client. The Company's lien shall be additional to the rights and remedies of the Company pursuant to the Agreement;

(g) each of the Joint Clients singly and severally, without notice to the others, shall have the authority to give Instructions to the Company or exercise all the rights, powers and discretions of the Client pursuant to the Agreement and generally to deal with the Company on behalf of the other Joint Clients as if each of the Joint Clients alone was the sole Account holder and so as to bind all the Joint Clients. The Company is authorised to act on the Instructions of any one of the Joint Clients and shall not be required to give notice to, or obtain authorization from, the other Joint Clients in respect of such Instructions;

(h) the Company shall be under no duty whatsoever to inquire or monitor the application or disposition of any monies or properties in any Account by any of the Joint Clients;

(i) the Joint Clients have entered into the Agreement as joint tenants with a right of survivorship and not as tenants-in-common;

(j) in the event of death of any Joint Client, the deceased Joint Client's entire interest in the Account shall be vested in the surviving Joint Client(s) on the same terms as are set out in the Agreement but without releasing any liabilities incurred to the Company prior to the Company's actual receipt of the written notification of the death of the Joint Client and the Company will be entitled to enforce its rights against the Joint Client's estate. The estate of the deceased Joint Client shall be liable and each surviving Joint Client(s) shall be liable, jointly and severally, to the Company for any debt or loss in the Account arising from completion of Transactions instructed prior to the Company's actual receipt of a written notice of such death. The estate of the deceased Joint Client or the surviving Joint Client(s) shall immediately notify the Company in writing of the death of the relevant Joint Client and any changes in the identity of the Authorised Person(s) consequent upon such death. The Company shall hold the Client's assets to the order of the surviving Joint Client(s) under the terms of the Agreement subject to the surviving Joint Client(s) producing and delivering to the satisfaction of the Company evidence of death of the relevant Joint Client and evidence of compliance of all applicable requirements under law (including all obligations regarding payment or clearance of estate duty), and the Company may take such steps and require such documents and/or indemnities as the Company may reasonably specify to protect the interests of the Company with respect to any tax, liability, penalty or loss under any applicable law;

(k) each of the Joint Clients shall be bound by the Agreement regardless of the arrangement or agreement among the Joint Clients and notwithstanding that the Agreement may be invalid or unenforceable against any one or more of the Joint Clients (whether or not the defect is known to the Company);

(l) any notice or communication from the Client shall be effective on the Company if given by any one of the Joint Clients to the Company, and shall be effective on all Joint Clients if given by the Company to any of the Joint Clients; and

(m) any payment made to any one of the Joint Clients shall be a valid and complete discharge of the Company's obligations to each Joint Client regardless of whether such payment is made before or after the death of any one or more of such individuals.

The Agreement and all its amendments shall be continuous, and shall apply to each and all of the Accounts and Transactions individually and collectively. The Client acknowledges that all Transactions executed by the Company for the Client shall be executed by the Company in reliance upon the representations and warranties given by the Client to the Company in Clause 17 (Client's Representations, Warranties and Undertakings) hereof as if they were repeated before each such Transaction.

27.1 Termination by notice: Either party may terminate the Agreement at any time without cause by giving to the other party at least 7 calendar days' notice in writing.

27.2 Termination upon Event of Default: The Company may terminate the Agreement at any time with immediate effect upon the occurrence of an Event of Default.

27.3 Overriding right: Notwithstanding anything to the contrary, the Company reserves the right, without giving any notice or reason, to suspend or terminate at any time the Agreement and all or any of its services (including the Accounts). The Company may also be required to do so at the request of a regulator or government authority.

27.4 Effect of termination: Upon termination of the Agreement for any reason, all amounts due or owing by the Client to the Company shall become immediately due and payable. The Company shall cease to have any obligation to effect any Transaction on behalf of the Client and shall be entitled to cancel all or any unexecuted Instructions of the Client, notwithstanding any Instructions from the Client to the contrary. Termination shall not affect the actions taken by the Company, an Affiliate or any third party under the Agreement prior to the termination.

27.5 Return of Client Assets: Any cash proceeds and monies remaining after satisfaction of all Liabilities of the Client shall be returned to the Client as soon as practicable at the Client's sole risk and expense. Any Investment Products or other assets of the Client which are not realised or disposed of together with any relevant documents of title in the Company's possession shall be delivered to the Client at the Client's sole risk and expense. The Company shall have no liability for any loss or damage incurred by the Client arising from such return and delivery. The Client may, by notice to the Company, elect to forfeit any such cash proceeds, monies, Investment Products and other assets.

27.6 Rights Accumulative: The suspension or termination of any of the Company's services or the Agreement shall be without prejudice to the Company's rights and remedies in respect of any obligations or liabilities of the Client including the Company's right to settle any Transactions entered into or liabilities incurred by or on behalf of the Client under the Agreement prior to such suspension or termination, and shall not affect any of the rights of the Company over any of the Client's property in the possession or control of the Company whether the same be held for safe custody, margin or otherwise and whether pursuant to the Agreement (in particular Clause 21 (Rights and Remedies of the Company) or otherwise so long as there is any outstanding liability of the Client to the Company.

27.7 Client's Continuing Obligations: Notwithstanding the suspension or termination of any of the Company's services or the Agreement, the Client shall continue to be bound by the provisions of the Agreement to the extent that they relate to any obligations or liabilities which remain to be performed or discharged. Termination shall not terminate or affect any warranties, promises, statements, declarations, commitments, and indemnities made by the Client under the Agreement or in relation to any Investment Product.

The Company shall not be liable for any loss sustained by the Client, whether directly or indirectly, if it is prevented from acting as a direct or indirect result of any Force Majeure Event.

29.1 Combine and Consolidate Accounts: The Company shall be entitled and is authorised by the Client to, for itself or as agent for its Affiliates, combine and consolidate at any time without notice to the Client any or all of the Client's Accounts (of whatever nature and whether held individually or jointly with others), in order to set-off, transfer or apply monies, Investment Products or other property in such Accounts to settle the Liabilities of the Client. When such combination, consolidation, set-off or transfer requires the conversion of one fiat currency to another, such conversion shall be at a rate of exchange determined conclusively by the Company on the basis of the then prevailing exchange rates in the relevant market. For the foregoing purposes, the Client authorizes the Company and its Affiliates to share any and all data regarding such Accounts with one another.

29.2 Withdrawal: Where the Client instructs the Company to withdraw or transfer any monies, Investment Products or other property to the Client, the Company may withdraw or transfer any such monies, Investment Products or other property from any Account with the Company or its Affiliates.

30.1 Communications to the Client (in writing): Unless otherwise specified in the Agreement, any communication or notice (including the document(s) in the litigation/arbitration/execution of the judicial procedure) to be made or given by the Company to the Client shall be in writing and addressed to the Company’s last known (which provided by the Client) address and/or facsimile number and/or email address (as the case may be) and/or via electronic means (including via the Electronic Services), and shall be deemed to have been received by the Client (i) 72 hours after posting if delivered by mail, it being sufficient to prove that the communication or notice was properly addressed and posted, or (ii) immediately if delivered by facsimile, email or via electronic means (including via the Electronic Services).

30.2 Communications to the Client (telephone): Unless otherwise specified in the Agreement, any communication or notice may also be given by the Company to the Client by way of telephone, and shall be deemed to have been received by the Client immediately after the communication or notice is made over the telephone.

30.3 Communications to the Company (in writing): Any communication or notice to be made or given by the Client to the Company shall be in writing and addressed to the Company's last known address, facsimile number or email address, and shall be deemed to have been received by the Company only upon its actual receipt and confirmation thereof.

30.4 Communications to the Company (telephone): Unless otherwise specified in the Agreement, any communication or notice may also be given by the Client to the Company by way of telephone, and shall be deemed to have been received by the Company only after it confirms the same to the Client.

30.5 Telephone Recording: The Company may record telephone conversations between it and the Client.

Time shall be of the essence in respect of the performance of all of the Client's obligations in connection with the Agreement. If any document sent by the Client to the Company concerning the Account or any order made by the Company is for any reason undated, the time and date as shown on the time chop of the Company, as imprinted on such document at the time of its receipt by the Company, shall be conclusive evidence of the date of such document.

The parties agree that if any day on which the Company has agreed or obliged to do, take or conduct any matter, action or Transaction (the "Action Date") shall fall on a day which is not a Business Day, the Action Date shall automatically be postponed to the next Business Day.

Each of the provisions of the Agreement is severable and distinct from the others. Any provision of the Agreement which is illegal, invalid or unenforceable for any reason in any jurisdiction shall be ineffective only to the extent of such illegality, invalidity or unenforceability and shall not affect the legality, validity or enforceability of the remaining provisions or the legality, validity or enforceability of such provision in any other jurisdiction.

The Client shall not assign or transfer its rights and/or obligations under the Agreement or any Investment Product without the prior written consent of the Company. The Company may assign or transfer any of its rights and/or obligations under the Agreement without the prior consent of the Client.

35.1 Successors and Assigns: The Agreement shall enure for the benefit of the Company, its successors and assigns notwithstanding any absorption or amalgamation of the Company by or with any other person. The Agreement shall be binding upon the Client and its heirs, executors, administrators, personal representatives, successors and permitted assignees, as the case may be.

35.2 Survival: The Agreement shall survive any changes or succession in the Client's business and shall be binding in the case of a partnership or firm upon the partners jointly and severally and upon their personal representatives and in the case of an individual upon his personal representative, receiver or trustee whether in bankruptcy or otherwise.

36.1 Notification: The Company shall notify the Client of any material changes to the name, address or licensing information relating to the Company or the Company's services, interest charges, fees and other charges provided in or in connection with the Agreement.

36.2 Amendments: The Company may, at its discretion, amend, delete or substitute any of the terms of the Agreement or add new terms to the Agreement by notifying the Client and setting out such amendment, deletion, substitution or addition. These changes shall be deemed to have been incorporated in the Agreement and shall be binding on the Client upon the earlier of (a) the Client's continued use of any service provided under the Agreement or (b) 7 days from the date of such notice. If the Client does not agree to such changes, the Client must not use any services provided under the Agreement and shall raise its objections with the Company in writing within 7 days from the date of such notice.

36.3 Complaints: Any complaint about the Company shall be made in writing or in other means accepted by the Company and addressed to the Company. The Client agrees to provide the customer services officer with all such information as he may reasonably request to enable him to investigate the complaint.

36.4 Fraud: If the Client suspects that there has been any fraud or unauthorised access any of the Accounts, the Client shall notify the Company immediately.

36.5 English Version Prevails: In the event of any inconsistency between the English version and the non-English version of the Agreement, the English version shall prevail.

36.6 Rights Accumulative: The rights, powers, remedies and privileges of either party under the Agreement are cumulative and not exclusive of any other rights, powers, remedies and privileges provided by law or otherwise.

36.7 Electronic Signatures: The Parties agree that this Agreement may be executed and accepted electronically. The User's acceptance or signature may be effected by electronic means, whether digital or otherwise, including by clicking "Agree", "Accept" or otherwise electronically indicating assent via the Electronic Services. Any such electronic execution or acceptance shall have the same legal validity, effect, and enforceability as an original, manually executed signature, and this Agreement shall be deemed duly executed, effective, and binding on all Parties upon such electronic acceptance or signature.

36.8 Language: This Agreement has been drafted in English. Although we may publish from time to time translated versions of this Agreement in other languages, they are merely for reference purpose and you should always refer to the English version. Should there be a conflict between the English version and the other translated version of this Agreement, the English version shall prevail.

37.1 General: Every Transaction executed on the relevant Exchange, Clearing House or Market will be subject to any transaction charges, taxes, levies or other fees imposed by such Exchange, Clearing House or Market from time to time which shall be borne by the Client.

37.2 Applicable Regulations: The Agreement shall be subject to any Applicable Regulations.

37.3 Foreign Markets: In respect of Transactions effected in any Market outside the jurisdiction in which the Company is based in, the Rules of the relevant Exchange, Clearing House or Market shall be binding on the Client and the Company and shall prevail in the event of any conflict between the Rules and the Agreement.

37.4 Duty to Report: Immediately upon the happening of any material breach, infringement or non-compliance of market misconduct provisions set out in the Applicable Regulations that the Company reasonably suspects may have been committed by the Client, the Company has a duty to report to relevant authorities or persons, giving particulars of the suspected breach, infringement or non-compliance and relevant information and documents. The Client shall not hold the Company or its Affiliates liable for any consequences arising from such reporting.

38.1 Confirmation: The Client confirms that it has read and understood the Agreement, and that the Client agrees to be bound by the Agreement.

38.2 Independent Advice: The Client agrees that the Company has invited the Client to seek independent legal advice and other professional advice and it is the sole responsibility of the Client for obtaining such advice as it considers appropriate, and that it is the Client's responsibility to seek independent advice (including legal advice) in respect of any Transaction from its own advisers as it considers appropriate.

39.1 Indulgence: No failure or delay on the Company's part to exercise any power, right or remedy which the Company may have shall operate as a waiver thereof. The Company's failure to insist at any time upon strict compliance with the Agreement or with any of its terms or any continued course of such conduct on the Company's part shall in no event constitute or be considered a waiver generally or specifically by the Company of any of its rights or privileges unless such waiver is in writing and signed by the Company.

39.2 Prior Demand: No prior tender, demand for original or additional margin or call of any kind from the Company, or prior outstanding demand or call from the Company, or notice of the time and place of such sale or purchase shall be considered a waiver of the Company's right to sell, buy or close out any positions, or realize any Client's Investment Products or the Charged Assets, at any time as provided in the Agreement.

40.1 Governing Law: The Agreement and all rights, obligations and liabilities of the parties shall be governed by and construed in accordance with the laws of Mauritius.

40.2 Jurisdiction: Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Mauritius International Arbitration Centre (MIAC) in accordance with the MIAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mauritius. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be the English language.

40.3 Notice of Legal Process: If the Client does not have a place of business or is not a resident in Mauritius, the Client may be required by the Company to appoint a person as the Client's process agent to receive and acknowledge on the Client's behalf service of any notice of legal process in Mauritius. The Client agrees that any legal process shall be deemed to have been sufficiently served on it if delivered to such process agent at the address specified by the Client. If the Client is required to appoint a process agent, and for any reason any person ceases to act as process agent, the Client shall promptly appoint a successor process agent and notify the Company in writing of such appointment. If the Client fails to give the details of its process agent, the Client irrevocably authorises the Company to appoint the process agent on its behalf. The Company shall promptly notify the Client of such appointment with the details of such agent in writing.

40.4 Rights of Third Parties: Unless expressly stated otherwise in the Agreement, nothing in the Agreement is intended to grant to any third party any right to enforce any term of the Agreement or to confer on any third party any benefits under the Agreement, and any applicable third-party rights legislation in Mauritius is hereby expressly excluded to the fullest extent permitted by law.

This Appendix governs the Company's provision of services in relation to SMF Facilities. It supplements, and should be read together with, the Terms and any other terms and conditions governing the services provided by the Company, as they may be amended from time to time. It forms an integral part of the Agreement.

In this Appendix, the following expressions, unless the context requires otherwise, shall have the following meanings:

"Eligible Securities" means such Investment Products which are determined by the Company at its sole discretion to be acceptable for the purpose of forming the Margin;

"Margin" means the monies and Eligible Securities which are or shall at any time hereafter be required by the Company in its sole discretion or as required under the Applicable Regulations, to be paid to, deposited with, transferred or caused to be transferred to, or held by, the Company or its nominee or Affiliate as security for the SMF Facilities;

"Margin Call" has the meaning given to it in Clause 3.1 of this Appendix;

"Margin Percentage" means such percentage of the market value of the Eligible Securities (as determined by the Company in its sole discretion) up to which the Client is permitted to borrow (or otherwise secure other forms of financial accommodation) from the Company against the Margin; and

"SMF Facilities" means the revolving credit facilities to be made available from time to time by the Company to the Client subject to the provisions of the Agreement and the specific terms agreed between the Company and the Client from time to time, and includes all amounts debited to the Margin Account.

2.1 Purpose: The purpose of the SMF Facilities is to finance the acquisition or holding of Investment Products (that are acceptable to the Company), by the Client through its Margin Account from time to time.

2.2 Limits and Discretion: The facility limit of the SMF Facilities shall be such amount as determined by the Company from time to time. The Company may, at its absolute discretion and at any time, give notice to the Client to increase or decrease the facility limit of the SMF Facilities, to cancel or terminate the SMF Facilities, to refuse to make any advance under the SMF Facilities (whether or not its facility limit has been exceeded) and to demand immediate payment of all moneys and sums, whether principal, interest or otherwise, then owing by the Client to the Company in respect of the SMF Facilities.

2.3 Amount Due: A certificate issued by the Company stating the amount at any particular time due and payable by the Client to the Company under the SMF Facilities shall, in the absence of manifest error, be conclusive and binding against the Client.

2.4 Settlement: The Company is authorised to draw on the SMF Facilities to settle any amount due to the Company in respect of the Client's purchase of Investment Products and any related commissions, costs and expenses.

3.1 Margin Call: The Client shall monitor and maintain at all times, sufficient Margin to meet any margin requirement (whether imposed by an Exchange, clearing house or regulator under the Applicable Regulations and additionally, by the Company) and, on demand from the Company, make payments or deposits of additional Margin in such amount, form, manner and time limit as the Company in its absolute discretion considers to be necessary to provide adequate security in respect of the Margin Percentage and the SMF Facilities (the "Margin Call").

3.2 Amounts: The amounts required by way of Margin should not be less than, but may exceed, the amounts as may be required by Applicable Regulations.

3.3 Notice: The Client agrees that a Margin Call shall be deemed properly made after the Company has given notice to the Client of such Margin Demand in accordance with Clause 30 (Communications and Notices) of the Terms. Notwithstanding the foregoing, the Company has no obligation to notify the Client of its failure to maintain sufficient Margin, and upon such occurrence, is entitled to, without further notice or demand to the Client, take any action specified in Clause 3.5 (Failure to Meet a Margin Call) of this Appendix.

3.4 Payments and Deposits of Margin: Payments and deposits of Margin must: (a) in the case of monies, be paid in accordance with Clause 11.6 (Payment in Full) of the Terms; and (b) in the case of Eligible Securities, be legally and beneficially owned by the Client and which the Client has good right and title to deposit, and which are and will remain free from any lien, charge or Encumbrance of any kind.

3.5 Failure to Meet a Margin Call: The Client agrees that failure to meet a Margin Call or maintain sufficient Margin at any time shall constitute an Event of Default and, upon the occurrence of such event, the Company is entitled to, at its absolute discretion and without any further notice, take any one or more of the actions specified in Clause 21.2 (Remedies) of the Terms, which will include closing-out or liquidating all or any part of the Client’s position in any Account at any time, in any manner and at any price or terms as the Company shall determine. The Client further agrees that: (a) it shall be liable for any Deficit that may arise from such liquidation or action taken by the Company under Clause 21.2 (Remedies) of the Terms and shall, pursuant to Clause 21.5 (Deficit) of the Terms, pay to the Company an amount equal to such Deficit together with any other costs and expenses incurred by the Company in connection with any action taken or Transaction effected by the Company pursuant to this Clause; (b) neither the Company, its Affiliates nor any of its respective directors, employees or agents shall be liable for any loss sustained by the Client in connection with any action taken or Transaction effected by the Company pursuant to this Clause (irrespective of the manner of incurrence), including where the Company initially delays in effecting, but subsequently effects, such close-out or liquidation.

3.6 Continuing Security: The Margin shall form part of the Collateral as a continuing security in favour of the Company for the payment and satisfaction of all Liabilities due or owing by the Client to the Company under the SMF Facilities or otherwise.

4.1 Collateral: For the avoidance of doubt, where the Company grants any SMF Facilities to the Client, the Collateral shall (without the need for any other documentation signed by the Client) also secure Liabilities arising from or in connection with such SMF Facilities.

4.2 Interest: Interest shall accrue on all outstanding amounts under the SMF Facilities in accordance with Clause 5.6 (Interest) of the Terms.

4.3 Refusal to Withdraw: For so long as any Liabilities remains outstanding to the Company, the Company shall be entitled to refuse any withdrawal of any or all of the Margin.

4.4 Termination: The SMF Facilities will be terminated upon the occurrence of any one or more of the following events: (a) the revocation of the Client's standing authority referred to in Clause 5.1 (Standing Authority) of this Appendix; or (b) the non-renewal of such standing authority upon its expiry or when called upon to do so; or (c) any termination in accordance with the Terms, and any notice of termination for that purpose shall be deemed to be a notice of termination of the SMF Facilities.

5.1 Standing Authority: The Securities and Futures (Client Securities) Rules provide that the Company shall neither deposit nor lend the Margin against loans or advances made to it for any purpose, except with the specific written authority of the Client. Pursuant to Clause 3.1 (Standing Authorities) of the Terms, the Client has agreed to give such specific written authority to the Company.

5.2 General Exception: Notwithstanding Clause 5.1 (Standing Authority) of this Appendix, the Company is authorised by the Client to deposit the Client's Margin with any relevant Clearance System, the Company's nominee, or other entity pursuant to Clause 10 (Safekeeping of Investment Products) of the Terms, and to deal with the Client's Margin in any manner as the Company considers appropriate for the purpose of enforcing the Margin created under this Appendix (including any sale of any Collateral permitted by this Appendix to realise monies to make any payment due from the Client to the Company pursuant to the Agreement).

5.3 Repledging: The Client acknowledges and agrees that the Company may repledge the Margin to any other person as collateral for financial accommodation provided to the Company by such other person upon obtaining the written authorization from the Client.

5.4 Third Party Lien: If the Margin is lent to or deposited with third parties, those third parties will have a lien or charge on the Margin. Although the Company is responsible to the Client for such Margin lent or deposited under the Client's authority, a default by the third party could result in the loss of such Margin.

5.5 Margin Account vs Securities Account: A Securities Account, in contrast to a Margin Account, does not involve SMF Facilities. If the Client does not require SMF Facilities or does not wish for the Margin to be lent or repledged by the Company, the Client should not sign the relevant standing authorities and should not ask the Company to open a Margin Account. If the Client refuses to provide the relevant standing authorities or such authorization lapses, the Company will not open Margin Account for you or cancel your previous Margin Account (as the case may be).

This Appendix governs the Company's provision of services in relation to options trading. It supplements, and should be read together with, the Terms and any other terms and conditions governing the services provided by the Company, as they may be amended from time to time. It forms an integral part of the Agreement.

In this Appendix II, the following expressions, unless the context requires otherwise, shall have the following meanings:

"Business Day" means any day on which the relevant Exchange opens for trading other than Saturdays, Sundays, public holidays and any other days declared by the Exchange to be non-business days;

"Exercise Price", sometimes referred to as the 'strike price', means the price per unit of the underlying Securities specified in the option contract at which the underlying Securities may be purchased or sold upon exercise of the option;

"Expiry Date" means the last day on which an option can be exercised; if the agreed Expiry Date is not a Business Day, the Expiry Date shall, unless specified otherwise, be the next following Business Day;

an option which is "in-the-money" means an option which has a positive Intrinsic Value; specifically, an option that is traded on an Exchange in the US is in-the-money if it is has an Intrinsic Value of at least US$0.01;

the "Intrinsic Value" of an option is the amount by which the value of the underlying Securities, as determined by the Company, exceeds (in the case of a call option) or falls short of (in the case of a put option) the Exercise Price;

"Margin" means cash, Investment Products and or other assets as may be acceptable to the Company, as security for the Client's obligations to the Company under this Appendix;

"Premium" means the amount payable by a holder and payable to a writer of an option contract in respect of the writing of that option contract;

2.1 Subject to Laws etc.: All option trading shall be subject to the laws, rules, regulations, customs and usage of the Exchange, Market and Clearing House (if any) where the option is traded. The Client shall not, whether alone or in concert with others, violate the position or exercise limits of which such Exchange, Market and Clearing House may establish from time to time. All actions taken by the Company or such Exchange, Market or Clearing House shall be binding on the Client.

2.2 Compliance with Law: The Client shall abide by all Applicable Regulations of the relevant Exchange, Market and Clearing House regarding all option trading.

2.3 Trading Restrictions: An Exchange or any other relevant regulatory authority, government agency or professional body may in its discretion and from time to time restrict trading/transactions in particular options or exercise of options in the interests of helping maintain a fair and orderly market in option contracts and/or in the underlying Securities for the protection of investors.

2.4 Restrictions on Abandonment/Exercise: Notwithstanding anything to the contrary, the Company may, at its sole discretion, restrict the Client's right to abandon/give-up or exercise an option. In particular: in respect of any option contract, the Client cannot abandon the option unless an Instruction to such effect is given by the Client in writing and accepted by the Company.

2.5 Cut-off Times: The relevant Exchanges, Markets and Clearing Houses have established cut-off times for delivering exercise Instructions which shall be binding on the Client.

2.6 Confidentiality: The Company will keep information relating to the Account confidential, but may provide any such information to the parties concerned according to the BIT Privacy Policy and/or other applicable clauses of the Agreement or any other relevant regulatory authority to comply with their requirements or requests for information.

2.7 Limits: The Company may place limits on the open positions or delivery obligations that the Client may have at any time.

3.1 Client's Benefit: The Client confirms that (i) the Account is operated solely for the Client's account and benefit, and not for the benefit of any other person; or (ii) the Client has disclosed to the Company in writing the name of the person(s) for whose benefit the Account is being operated.

3.2 Execution: Subject to the cut-off times prescribed by the Company and Clause 2.4 of this Appendix II: exercise instructions may be accepted for same day execution on Business Days within the trading hours set by the Exchange where the option trading is executed; and on the Business Day preceding the Expiry Date for any particular option contract, the Company will accept exercise instructions in accordance with the trading hours set by the Exchange where the option trading is executed.

3.3 No Notice of Expiration: The Company is not obliged to give the Client prior notice of an option's Expiry Date, and the Client has the sole responsibility of taking action to exercise an option. The Client shall be aware of the trading hours and any non-trading day in place where the option is executed, so to ensure the option can be exercised in a timely manner. Where the Client does not provide the Company with any exercise instructions by the prescribed time set by the relevant institutions and Exchanges (which the Company is not obliged to notify), the Client shall waive and release the Company, its officers, employees and agents from any and all claims of damage and loss suffered by the Client as a result of any option not being exercised.

3.4 Underlying Securities: The Company is under no obligation to convey to the Client any information relating to the underlying Securities covered by the option or any Securities related thereto, or any information relating to the options, whether such information is then or thereafter known or available. It is the sole responsibility of the Client to exercise, in a proper and timely manner, any right, privilege or obligation of any put option or call option of the Client.

3.5 Options in the Margin Account: In the case of an option sold or written by the Client in the Margin Account: (a) with respect to a call option which if exercised against the Client will require delivery of Securities sold, the Client shall keep such Securities in the Margin Account until the expiration of the option period, and shall not sell or withdraw such Securities. If the option is exercised, the Company may deliver such Securities to the purchaser without prior notice to the Client; and (b) with respect to any put option which if exercised against the Client will require payment for Securities purchased, the Client shall keep in the Margin Account sufficient funds for such payment until the expiration of the option period, and shall not withdraw such funds or utilize them for any other purpose. If the option is exercised, the Company may use such funds for the purchase of such Securities without prior notice to the Client.

3.6 Company's Own Account: The Company and its Affiliates may trade in options and the Securities underlying such options for its own account. Such trading may be conducted continuously on a daily basis, and may occur prior to, contemporaneously with, or subsequent to any option transaction effected for the Client's Account. In such trading, the Company and its Affiliates may take option positions or their underlying Securities which may be similar to or differ from (a) the positions which the Client may have in the Account or (b) Transactions which the Company and its Affiliates may recommend to the Client or (c) Transactions which the Company and its Affiliates may effect for the Client. The Client understands that such trading may adversely affect the Client's interests.

3.7 Long Options and Expiration: If the Client exercises a long option contract, the Client agrees to pay the full aggregate exercise price provided for by the option contract. Long options of the Client may expire and become worthless if the Client does not deliver the relevant Instructions by their corresponding exercise cut-off time, provided that each in-the-money long option will be automatically exercised at the expiry time on its Expiry Date. Therefore, if the Client does not wish for any such in-the-money open long option to be exercised, the Client must close its open position in respect of such option contract before the expiry time.

3.8 Exercise Assignment Notices: The Company shall allocate exercise assignment notices for option contracts on a fair basis.

3.9 Obligations under the Options Contract: The client shall make each payment and delivery in accordance with each option contract to which it is a party, and perform all its obligations thereunder. The Client shall at all times bear the sole risk of complying with and the consequences of it complying with or failing to comply with all delivery obligations arising out of an option contract, specifically, if the Client's option position is exercised or assigned, it must take full responsibility of all corresponding obligations (including settlement obligations) and bear all resulting losses (if any).

4.1 Security: All Securities and funds held in any Account shall be charged pursuant to Clause 16 of the Terms.

4.2 Margin: The Client agrees to provide the Company with Margin. Such Margin should be paid or delivered as demanded by the Company from time to time, and any failure by the Client to provide Margin in the manner requested by the Company shall be an Event of Default. The amounts required by way of Margin should not be less than, but may exceed, the amounts as may be required by Applicable Regulations (in particular, the Rules in respect of the Client's open positions and delivery obligations), and further Margin may be required to reflect changes in market value. In particular: where the client's option is in-the-money or close to being in-the-money (as determined by the Company in its sole discretion), the Company will, from time to time and without further notifying the Client, recalculate the Margin required (in anticipation of the exercise or automatic exercise of the option) and make further demands for Margin where necessary.

4.3 Authority to Deliver: The Client shall on request provide the Company with such authority as the Company may require under the Rules to authorize the Company to deliver such Securities, directly or indirectly, to the applicable Clearing House as a relevant Collateral resulting from the Client's Instructions to the Company or such other relevant persons as determined by the Company in its sole discretion from time to time; and, in respect of options trading only, the Company does not have any further authority from the Client to borrow or lend the Client's Securities or otherwise part with possession (except to the Client or on the Client's instructions) of any of the Client's Securities for any other purpose.

4.4 Sufficient Assets at all times: The Client must ensure that sufficient assets exist in the Account at the time when the Client gives an Instruction to trade an option contract, with the Client maintaining sufficient amount of assets throughout the life of the option until it expires or is exercised.

In respect of all option contracts effected on the Client's Instructions, the Client will pay the Company, within the time period notified by the Company, Premium, the Company's commission and any other charges, and applicable levies imposed by the relevant Exchange, Market or Clearing House, as have been notified to the Client; and the Company may deduct such Premium, commissions, charges and levies from any Account.

If the Client fails to comply with any of the Client's obligations and/or to meet the Liabilities, including failure to provide Margin, the Company, without prejudice to any other rights the Company may have, may: (a) decline to accept further instructions from the Client in respect of any option contracts; (b) close out, give-up or exercise some or all of the option contracts with the Company; (c) enter into any option contracts, or into any transactions in Investment Products, in order to settle obligations arising or to hedge the risks to which the Company is exposed in relation to the Client's failure; and (d) dispose of some or all of the Margin, and apply the proceeds thereof to discharge the Liabilities, and any proceeds remaining after discharge of all the Liabilities should be paid to the Client.

The Client has read and understood the risk disclosure statements set out in Schedule I (Risk Disclosure Statements) or otherwise provided by the Company to the Client, and accepts in full the risks relating to options trading.

The Client should read these risk disclosure statements carefully. These statements form an integral part of the Agreement and the Account Opening Form. By executing the Account Opening Form, the Client acknowledges that it has received and read these statements and confirms its understanding of the risks which may arise in connection with the investments and transactions relating to the Accounts. These risk disclosure statements do not disclose or purport to disclose all the risks and relevant considerations in connection with all the investments and transactions relating to the Accounts. The Client should refrain from making any investment or transaction unless the Client fully understands the risks involved and has obtained independent legal, tax, financial and other advice from its own advisers as it considers appropriate. The Company is not, and shall not be deemed to be, the Client's financial advisor.

1.1 The prices of Securities (including but not limited to bonds or benefits of unit trust funds, mutual funds, or other collective investment schemes) fluctuate, sometimes dramatically. The price of a Security may move up or down, and may become valueless. It is as likely that losses will be incurred rather than profit made as a result of buying and selling securities.

1.2 Any representation of past performance is not necessarily a guide to future performance.

1.3 Where investments involve exposure to foreign currencies, changes in rates of exchange may cause the value of the investments to fluctuate up or down.

1.4 Investments in emerging markets need careful and independent assessment by you of each investment and the risks (including without limitation sovereign risk, issuer risk, price risk, liquidity risk, legal and tax risks). Further, you should be aware that, while such investments can yield high gains, they can also be highly risky as the markets are unpredictable and there may be inadequate regulations and safeguards available to investors.

1.5 The Company is entitled to act upon your instructions and you cannot assume that the Company will warn you if your instructions are ill-timed or inadvisable for any reason or if the instructions are likely to cause you loss.

1.6 Before you make any investment, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss.

The securities traded under the Nasdaq-Amex Pilot Program (the "PP") are aimed at sophisticated investors. You should consult the Company and become familiar with the PP before trading in PP securities. You should be aware that PP securities are not regulated as a primary or secondary listing on the Main Board or the Growth Enterprise market of the relevant Exchange (such as the Stock Exchange of Hong Kong Limited).

You must understand the nature of the OTC transaction, the trading facilities and the level of risk you can afford before trading. If in doubt, you should seek independent professional advice. Processing the OTC transaction are subject to risks, including the risk of other counterparties, the risk that the securities will ultimately fail to be listed on the exchange, the lower liquidity and the higher volatility. The relevant transactions are not guaranteed to be settled and you are responsible for your and/or your transactions. The opponent is unable to settle any losses or expenses incurred. The price of OTC securities may differ materially from the opening or trading price in the regular market time after it is listed on the exchange. The price of securities displayed on an OTC market may not reflect the price of the same security transaction in another automated trading system operating at the same time. The OTC market is not regulated by the exchange and is not protected by the investor compensation fund until the listing of the securities is officially recorded in the trading system of the exchange.

OTC derivative transactions, like other financial transactions, involve a variety of significant risks. The specific risks presented by a particular OTC derivative transaction necessarily depend upon the terms of the transaction and your circumstances. In general, however, all OTC derivative transactions involve some combination of market risk, credit risk, funding risk and operational risk.

4.1 Market risk is the risk that the value of a transaction will be adversely affected by fluctuations in the level or volatility of or correlation or relationship between one or more market prices, rates or indices or other market factors or by illiquidity in the market for the relevant transaction or in a related market.

4.2 Credit risk is the risk that a counterparty will fail to perform its obligations to you when due.

4.3 Funding risk is the risk that, as a result of mismatches or delays in the timing of cash flows due from or to your counterparties in OTC derivative transactions or related hedging, trading, collateral or other transactions, you or your counterparty will not have adequate cash available to fund current obligations.

4.4 Operational risk is the risk of loss to you arising from inadequacies in or failures of your internal systems and controls for monitoring and quantifying the risks and contractual obligations associated with OTC derivative transactions, for recording and valuing OTC derivative and related transactions, or for detecting human error, systems failure or management failure.

4.5 There may be other significant risks that you should consider based on the terms of a specific transaction. Highly customised OTC derivative transactions in particular may increase liquidity risk and introduce other significant risk factors of a complex character. Highly leveraged transactions may experience substantial gains or losses in value as a result of relatively small changes in the value or level of an underlying or related market factor. Because the price and other terms on which you may enter into or terminate an OTC derivative transaction are individually negotiated, these may not represent the best price or terms available to you from other sources. In evaluating the risks and contractual obligations associated with a particular OTC derivative transaction, you should also consider that an OTC derivative transaction may be modified or terminated only by mutual consent of the original parties and subject to agreement on individually negotiated terms. Accordingly, it may not be possible for you to modify, terminate or offset your obligations or your exposure to the risks associated with a transaction prior to its scheduled termination date. Similarly, while market makers and dealers generally quote prices or terms for entering into or terminating OTC derivative transactions and provide indicative or mid-market quotations with respect to outstanding OTC derivative transactions, they are generally not contractually obligated to do so. In addition, it may not be possible to obtain indicative or mid-market quotations for an OTC derivative transaction from a market maker or dealer that is not counterparty to the transaction. Consequently, it may also be difficult for you to establish an independent value for an outstanding OTC derivative transaction. You should not regard your counterparty’s provision of a valuation or indicative price at your request as an offer to enter into or terminate the relevant transaction at that value or price, unless the value or price is identified by the counterparty as firm or binding. The above does not purport to disclose all of the risks and other material considerations associated with OTC derivative transactions. You should not construe this generic disclosure statement as business, legal, tax or accounting advice or as modifying applicable law. You should consult your own business, legal, tax and accounting advisers with respect to proposed OTC derivative transactions and you should refrain from entering into any OTC derivative transaction unless you have fully understood the terms and risks of the transaction, including the extent of your potential risk of loss.

5.1 Risk of Issuer Default: In the event that a Structured Product issuer becomes insolvent and defaults on their listed securities, investors will be considered as unsecured creditors and will have no preferential claims to any assets held by the issuer. Investors should therefore pay close attention to the financial strength and credit worthiness of structured product issuers.

5.2 Risk of Uncollateralized Product: Uncollateralized Structured Products are not asset backed. In the event of issuer bankruptcy, investors can lose their entire investment. Investors should read the listing documents to determine if a product is uncollateralized.

5.3 Gearing Risk Structured: Products such as Warrants and CBBCs are leveraged and can change in value rapidly according to the gearing ratio relative to the underlying assets. Investors should be aware that the value of a Structured Product may fall to zero resulting in a total loss of the initial investment.

5.4 Expiry Considerations: Structured Products have an expiry date after which the issue may become worthless. Investors should be aware of the expiry time horizon and choose a product with an appropriate lifespan for their trading strategy.

5.5 Extraordinary Price Movements: The price of a Structured Product may not match its theoretical price due to outside influences such as market supply and demand factors. As a result, actual traded prices can be higher or lower than the theoretical price.

5.6 Risks of Foreign Exchange: Investors trading Structured Products with underlying assets not denominated in the relevant fiat currency are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the Structured Product price.

5.7 Risks of Liquidity: The relevant Exchange may require all Structured Product issuers to appoint a liquidity provider for each individual issue. The role of liquidity providers is to provide two way quotes to facilitate trading of their products. In the event that a liquidity provider defaults or ceases to fulfil its role, investors may not be able to buy or sell the product until a new liquidity provider has been assigned. There is no guarantee that investors will be able to buy or sell their Structured Products at their target price any time they wish.

6. Some Additional Risks of Warrants Trading

6.1 Risks of Time Decay: All things being equal, the value of a Warrant will decay over time as it approaches its expiry date. Warrants should therefore not be viewed as long term investments.

6.2 Volatility Risks: Prices of Warrants can increase or decrease in line with the implied volatility of underlying asset price. Investors should be aware of the underlying asset volatility.

6.3 Market Risks and Transaction Turnover: Other than basic factors that determine the theoretical price of a Warrant, Warrant price are also affected by all prevailing market forces including the demand for and supply of the Warrants. The market forces will be greatest when a Warrant issue is almost sold out and when issuers make further issues of an existing Warrant issue. High turnover should not be regarded as an indication the price of a Warrant will go up. The price of a Warrant is affected by a number of factors in addition to market forces, such as the price of the underlying assets and its volatility, the time remaining to expiry, interest rates and the expected dividend on the underlying assets.

7.1 Risks of Compulsory Withdrawal: Investors trading CBBCs should be aware of their intraday "knock-out" or mandatory call feature. A CBBC will cease trading when the underlying asset value equals the mandatory call price/level as stated in the listing documents. Investors will only be entitled to the residual value of the terminated CBBC as calculated by the product issuer in accordance with the listing documents. Investors should also note that the residual value can be zero.

7.2 Financing Cost: The issue price of a CBBC includes funding costs. Funding costs are gradually reduced over time as the CBBC moves towards expiry. The longer the duration of the CBBC, the higher the total funding costs. In the event that a CBBC is called, investors will lose the funding costs for the entire lifespan of the CBBC. The formula for calculating the funding costs are stated in the listing documents.

7.3 Trading Occurring Close to the Withdrawal Prices: When the underlying asset is trading close to the call price, the price of a CBBC may be more volatile with wider spreads and uncertain liquidity. CBBC may be called at any time and trading will terminate as a result. However, the trade inputted by the investor may still be executed and confirmed by the Exchange participants after the Mandatory Call Event (the "MCE") since there may be some time lapse between the MCE time and suspension of CBBC trading. Any trades executed after the MCE will not be recognized and cancelled. Therefore, investors should be aware of the risk and ought to apply special caution when the CBBC is trading close to the call price.

Different to the traditional exchange traded funds, synthetic ETFs do not buy the assets in their benchmark. Instead, they typically invest in financial derivative instruments to replicate the benchmark's performance. The investment in synthetic ETFs is highly risky and not suitable for all. Investors must understand clearly and consider the following risks prior to the purchase of synthetic ETFs.

8.1 Market Risks: ETFs are typically designed to track the performance of certain indices, market sectors, or group of assets such as stocks, bonds, or commodities. Investors are exposed to the political, economic, currency and other risks related to the ETF's underlying index/assets it is tracking. Investment must be prepared to bear the risk of loss and volatility associated with the underlying index/asset.

8.2 Risks of Counterparties: Where a synthetic ETF invests in derivatives to replicate the index performance, investors are exposed to the credit risk of the counterparties who issued the derivatives, in addition to the risks relating to the index. Further, potential contagion and concentration risks of the derivatives issuers should be taken into account (e.g. since derivative issuers are predominantly international financial institutions, the failure of one derivative counterparty of synthetic ETF may have a "knock-on" effect on other derivative counterparties of the synthetic ETFs). Some synthetic ETFs have collateral to reduce the counterparty risk, but there may be a risk that the market value of the collateral has fallen substantially when the synthetic ETF seeks to realize the collateral.

8.3 Liquidity Risk: There is no assurance that a liquid market exists for an ETF. A higher liquidity risk is involved if a synthetic ETF involves derivatives which do not have an active secondary market. Wider bid-offer spreads in the price of derivatives may result in losses. Therefore, they can be more difficult costly to unwind early, when the instruments provide access to a restricted market where liquidity is limited.

8.4 Tracking Error Risk: There may be disparity between the performance of the ETFs and the performance of the underlying index due to, for instance, failure of the tracking strategy, currency differences, fees and expenses.

8.5 Trading at Discounts or Premiums: Where the index/market that the ETF tracks is subject to restricted access, the efficiency in unit creation or redemption to keep the price of the ETFs in line with its net asset value (the "NAV") may be disrupted, causing the ETF to trade at a higher premium or discount to its NAV. Investors who buy an ETF at a premium may not be able to recover the premium in the event of termination.

8.6 Risks of Foreign Exchange: Investors trading ETFs with underlying assets are also exposed to exchange rate risk. Currency rate fluctuations can adversely affect the underlying asset value, also affecting the ETFs price.

9.1 The Client acknowledges that, apart from the risks associated with securities trading in general, additional risks may arise specifically in connection with securities margin trading including: The risk of loss in financing a transaction by deposit of Charged Assets is significant. The Client may sustain losses in excess of its cash and any other assets deposited as Collateral with the Company.

9.2 Market conditions may make it impossible to execute contingent orders such as "stop-loss" or "stop-limit" orders. The Client may be called upon at short notice to make additional margin deposits or interest payments. If the required margin deposits or interest payments are not made with the prescribed time, the Client's ChargeÅd Assets may be liquidated without its consent.

9.3 The Client will remain liable for any resulting deficit in its account and interest charged on its account. The Client should carefully consider whether such financing arrangement is suitable in light of its own financial position and investment objectives.

9.4 There is a risk if the Client provides the Company with an authority that allows it to apply the Client's Securities or the Charged Assets pursuant to a securities borrowing and lending agreement, repledge the Client's Securities or the Charged Assets for financial accommodation or deposit the Client's Securities or the Charged Assets as collateral for the discharge and satisfaction of the Company's settlement obligations and liabilities.

9.5 If the Client's Securities or the Charged Assets are received or held by the Company in a relevant jurisdiction, the arrangement described in (4) above is allowed only if the Client consents in writing.

9.6 Additionally, the Client's authority referred to in (5) above may be deemed to be renewed (i.e. without the Client's written consent) if the Company issues the Client a reminder at least 14 days prior to the expiry of the authority, and the Client does not object to such deemed renewal before the expiry date of the Client's then existing authority.

9.7 The Client is not required by any law to sign any of the authorities referred to in (5) above. But an authority may be required by the Company, for example, to facilitate margin lending to the Client or to allow the Client's Securities or the Charged Assets to be lent to or deposited as collateral with third parties. The Company should explain to the Client the purposes for which any of these authorities is to be used.

There are substantial risks in allowing an authorized third party to trade or operate your Account, and it is possible that instructions could be given by persons not properly authorized. You accept all of the risks of such an operation and irrevocably releases the Company from all liabilities arising out of or in connection with such instructions, whether taken by the Company or otherwise.

If you provide the Company with an authority to hold mail or to direct mail to third parties, it is important for you to promptly collect in person all contract notes and statements of your account and review them in detail to ensure that any anomalies or mistakes can be detected in a timely fashion.

You acknowledge that there are risks in leaving money or other property in the custody of the Company or its nominees or agents. For example, if the Company is holding your money or other property and becomes insolvent, you may experience significant delay in recovering the same. These are risks that you are prepared to accept.

Client assets received or held by the Company or its nominee(s) outside a jurisdiction (such as Singapore) are subject to the applicable laws and regulations of the relevant overseas jurisdiction which may be different from the SFO and the rules made thereunder. Consequently, such client assets may not enjoy the same protection as that conferred on client assets received or held in the jurisdiction (such as Singapore).

You should understand the US rules applicable to trades in security or security-like instrument in markets governed by US law before undertaking any such trading. US law could apply to trading in US markets irrespective of the law applicable in your home jurisdiction.

Many (but by no means all) stocks, bonds and options are listed and traded on US stock exchanges. NASDAQ, which used to be an OTC market among dealers, has now also become a US exchange. For exchange-listed stocks, bonds and options, each exchange promulgates rules that supplement the rules of the US Securities & Exchange Commission (the "SEC") for the protection of individuals and institutions trading in the securities listed on the exchange.

OTC trading among dealers can continue in exchange-listed instruments and in instruments that are not exchange-listed at all. For securities that are not listed on any exchange, trading can continue through the OTC bulletin board or through the inter-dealer "pink sheets" that carry representative (not actual) dealer quotes. These facilities are outside of NASDAQ.

Options on securities are subject to SEC rules and the rules of any securities exchange on which the options are listed. Options on futures contracts on commodities like wheat or gold are governed by rules of the US Commodity Futures Trading Commission (the "CFTC"). There are also commercial options, like options on real estate, that are governed neither by SEC nor CFTC rules.

Whether you are intending to trade in US exchange-listed securities, OTC securities or derivatives (such as Options or Futures), you should understand the particular rules that govern the market in which you are intending trade. An investment in any of these instruments tends to increase the risk and the nature of markets in derivatives tends to increase the risk even further.

Market makers of OTC bulletin board are unable to use electronic means to interact with other dealers to execute trades. They must manually interact with the market, i.e. use standard phone lines to communicate with other dealers to execute trades. This may cause delays in the time it takes to interact with the market place. This, if coupled with increase in trade volume, may lead to wide price fluctuation in OTC bulletin board securities as well as lengthy delays in execution time. You should exercise extreme caution when placing market orders and fully understand the risks associated with trading in OTC bulletin board.

Market data such as quotes, volume and market size may or may not be as up-to-date as expected with NASDAQ or listed securities.

As there may be far fewer market makers participating in OTC securities markets, the liquidity in that security may be significantly less than those in listed markets. As such, you may receive a partial execution or the order may not be executed at all. Additionally, the price received on a market order may be significantly different from the price quoted at the time of order entry. When fewer shares of a given security are being traded, larger spreads between bid and ask prices and volatile swings in price may result. In some cases, the liquidation of a position in an OTC security may not be possible within a reasonable period of time.

Issuers of OTC securities have no duty to provide any information to investors, maintain registration with the SEC or provide regular reports to investors.

The definitions in Appendix II (Options Trading) apply to this section.

Please note that the liquidity of derivative products is generally low, and the price will also fluctuate greatly due to factors such as underlying price, market supply and demand, and etc, which makes it more costly and difficult to terminate the relevant contract early. Structured Products may have the risk of termination of trading due to different factors (such as time value, leverage risk, etc.) that cause their value to drop to zero or be forced to withdraw, and investors may lose their investment amount.

In addition, the risk of loss in trading derivatives can be extremely high. In some cases, your losses may exceed the amount invested initially. The backup instructions you set, such as "Stop Loss" or "Limit" orders, will not necessarily avoid funds. Market conditions may make it impossible to execute such orders. You may be called upon at short notice to deposit additional margin funds. If the required funds are not provided within the prescribed time, your position may be liquidated. You will remain liable for any resulting deficit in your account. You should therefore study and understand options before you trade and carefully consider whether such trading is suitable in the light of your own financial position and investment objectives. If you trade options you should inform yourself of exercise and expiration procedures and your rights and obligations upon exercise or expiry.

This brief statement does not disclose all of the risks and other significant aspects of trading in options. In light of the risks, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the extent of your exposure to risk. Trading in options is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.

15.1 Variable degree of risk: Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. You should calculate the extent to which the value of the options must increase for your position to become profitable, taking into account the premium and all transaction costs.

(a) Warnings to Options Holders:

(i) some options may only be exercised on an expiry day (European-Style Exercise) and other options may be exercised at any time before expiration (American-Style Exercise). You shall understand that, upon exercise, some options require delivery and receipt of the underlying securities, and that other options require a cash payment; and

(ii) an option is a wasting asset and there is a possibility that as an option holder client may suffer the loss of the total premium paid for the option. You shall confirm that, as an options holder, in order to realise a profit it will be necessary to either exercise the option or close the long option position in the market. Under some circumstances, it may be difficult to trade the option due to lack of liquidity in the market. You shall confirm that, the Company has no obligation either to exercise a valuable option in the absence of your instruction, or to give to you prior notice of the expiration date of the option.

(b) Warnings to Options Writer:

(i) as the seller/sellers of options, you may be required to pay additional margins at any time. You shall confirm that, as an option writer, unlike an option holder, you may be liable for unlimited losses based on the rise or fall of the price of the underlying securities and the gain are limited to the option premium; and

(ii) in addition, writers of American-Style Call (Put) Options may be required at any time before expiry to deliver (or pay for) the underlying securities to the full value of the strike price multiplied by the number of underlying securities. You shall recognize that this obligation may be wholly disproportionate to the value of premium received at the time the options were written and may be required at short notice.

The purchaser of options may offset or exercise the options or allow the options to expire. The exercise of an option results either in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the purchased options expire worthless, you will suffer a total loss of your investment which will consist of the option premium plus transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that the chance of such options becoming profitable ordinarily is remote.

Selling ("writing" or "granting") an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavourably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is "covered" by the seller holding a corresponding position in the underlying interest or a futures contract or another option, the risk may be reduced.

Certain exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to liability for margin payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.

15.2 Terms and conditions of contracts: You should ask the Company about the terms and conditions of the specific options which you are trading and associated obligations (e.g. the circumstances under which you may become obliged to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.

15.3 Suspension or restriction of trading and pricing relationships: Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or "circuit breakers") may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If you have sold options, this may increase the risk of loss. Further, normal pricing relationships between the underlying interest and the futures, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits 60 while the option is not. The absence of an underlying reference price may make it difficult to judge "fair value".

15.4 Deposited Cash and Property: You should familiarise yourself with the protections given to money or other property you deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.

15.5 Commissions and other Charges: Before you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your loss. By commencing any trading activities with the Company, you acknowledge that you have been so informed by the Company.

15.6 Transactions in other jurisdictions: Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade you should enquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should ask the Company for details about the types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade.

15.7 Currency risks: The profit or loss in transactions in foreign currency denominated contracts (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.

15.8 Trading Facilities: Electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or participant firms. Such limits may vary: you should ask the Company for details in this respect.

15.9 Electronic Trading: Trading on an electronic trading system may differ from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all.

15.10 Off-exchange transactions: In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The Company may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.

The Company may make available to the Client a suite of various order types on its trading platform that may use computerized algorithms. These order types allow the Client to input various conditions as part of its Instruction for a Transaction to the Company. The Company's computerized routing systems will attempt to place such Instructions into the market in accordance with the conditions set. Algorithmic order types range from standard limit orders to more complex strategies. The trading platform may require additional systems on the Client's part in order to function properly.

There are special characteristics and risks associated with algorithmic trading. You should understand these risks and determine whether algorithmic trading is appropriate in light of your objectives and experience.

16.1 Technical Errors: Algorithmic trading can be effected when your systems, the Company's systems or the Exchanges' systems are experiencing technical difficulties. Risks include possible delays or failures in:

(a) availability of your connection to the Company's services and of the Company's services to the relevant Exchange;

(b) the operation of databases and internal transfers of data;

(c) the provision of data feeds (accuracy of data and stability of data connections);

(d) possible hardware failures;

(e) usage loads, bandwidth limitations, and other bottlenecks inherent in computerized and networked architectures;

(f) issues, disputes, or failures of third party vendors and other dependencies; and

(g) other general risks inherent in computer-based operations.

Any of these could lead to delays or failures in order execution, incorrect order execution and other problems.

16.2 Software and Design Flaws: All software is subject to inadvertent programming errors and bugs embedded in the code comprising that software. Algorithmic order types may contain logical errors in the code to implement them. Errors may exist in the data used for testing the algorithm or the applicable model of the market. Despite testing and monitoring, inadvertent errors and bugs may still cause algorithmic order types to fail or behave incorrectly.

16.3 Market Impact and Events: Market conditions will impact the execution of algorithmic orders. Possible adverse market conditions include lack of liquidity, price swings, late market openings, early market closings, market chaos, and mid-day trading pauses, and other such disruptive events. The execution of an algorithm can itself have an impact on the market, including causing lack of liquidity or abrupt and unwarranted price swings.

16.4 Losses: You'll suffer losses at a higher speed by using electronic and algorithmic trading compared to other forms of trading. Any or all of the other risk factors said-stated could cause more significant trading losses when using algorithmic trading compared to other forms of trading.