Terms & Conditions

DECLARATION

By signing this application form, you agree, represent and warrant that you:

• Agree to be bound by the terms and conditions contained within the application.
• Are over the age of 18 years and not of any legal disability.
  
  

Overview

This agreement sets out the terms on which we provide services to you.  Key terms include:

Selling Your Securities

1. The shareholder applying to sell shares ('Holder' or 'You') must supply us with;
   1. A request for the sale of your securities ('Sale Securities') by completing and submitting your instructions online at www.sharesalesdirect.com.au.
   2. Suitable identification requirements (online or certified documents), as required by us.
   3. a current holding statement for each share being sold ('Sale Securities') to be sold showing the Security Reference Number ('SRN').
2. You agree that we will hold the Sale Securities as bare trustee and nominee for the Holder for the purpose of effecting sale and settlement of your Sale Securities.
3. Settlement of the Sale Securities may require us to transfer your securities into an account in our name for delivery to the executing broker. You give us authority to sign, complete and deliver any transfer form or any other document on your behalf that we consider necessary to give effect to your Instructions.
4. You acknowledge that there is no certainty that Holder's sell order will be accepted and that we will only place the order onto the market after we receive confirmation from the registry that the details provided to us match the details the registry has, and that Holder has sufficient Sale Securities available to sell under the SRN provided to us.
5. You acknowledge that your instructions are provided on an 'At Market' basis only which means that the Sale Securities are provided into the market at the best available price. However, the execution and the price is not guaranteed. Holder's instructions, once accepted by us, are irrevocable and cannot be withdrawn, amended or cancelled by you. You also acknowledge that 'Limit" orders are not available using the service and you are therefore unable to set a minimum price for the sale of your Sale Securities.
6. We reserve the right to refuse to:
   1. Respond to a request for information; and/or
   2. Accept any instruction.
7. We can decline to act on your behalf or accept your instructions if: 
   1. We reasonably believe that your instructions are unclear, ambiguous or incomplete;
   2. We believe that your instructions breach (or may breach) this Agreement, any law, statutory requirements, or other regulatory requirements, including any Rules or regulations of the relevant Exchange.
   
   We will notify you, as appropriate, of any such refusal or cancellation.
8. We will use our reasonable endeavours to execute or arrange for the execution of your instructions.
9. If the sale order is filled and executed, you will receive a Confirmation by email using your designated email address (or other- wise by post). You acknowledge that we will despatch the confirmation to the designated email address constitutes the provision by us of that document to Holder.
   
   

   Appointment of Service Providers

10. You appoint us to execute or arrange for the execution of trades in Securities and to provide or arrange associated Currency Conversion, execution, settlement and custody services.
11. We or our Service Providers may appoint or remove any Service Providers to perform any of our duties under this Agreement from time to time.
12. We will exercise reasonable care in the selection of the Service Providers appointed by us.
13. Subject to law or as expressly provided in this agreement, you agree that we will not be liable for any losses sustained or incurred by you by reason of any act, omission, fraud, negligence, insolvency or delay of any of the Service Providers.
14. You acknowledge and agree that, under their terms of engagement, the Service Providers:
    1. may place limits on their liability;
    2. do not guarantee the availability of their services; and
    3. have rights in relation to the Securities that are purchased through them which they might be able to exercise contrary to your interests.
       
    
    

    Custodian

15. We are liable to you if you suffer a loss due to a failure by us, or a person we directly or indirectly engage to hold your assets, to comply with their custodial duties under the agreement under which they hold those assets or to observe reasonable standards generally applied by providers of custodial or depository services. However, we are not liable for any loss suffered from a failure of a person we have directly or indirectly engaged if that person is insolvent and we have not failed to take reasonable care in engaging and monitoring compliance by that person.
16. We may not take or grant a charge, mortgage, lien or other encumbrance over, or in relation to, your assets unless it is:
    1. for expenses and outlays we or our Service Providers incur under or in accordance with this agreement (other than unpaid fees payable to us by you) ; or
    2. in accordance with your written instructions.
17. We must maintain records of the assets to which this Agreement relates and the transactions in relation to that property and assets including by whom, when and how transactions were authorised. These records must be maintained in a way that enable the holding of assets by us to be conveniently and properly audited.
18. We will apply verification procedures for the appropriately frequent reconciliation and checking of your assets.
19. On termination, subject to any lien in accordance with this agreement or your written instructions, the assets must be transferred to you or otherwise be transferred as you lawfully direct within a reasonable time.
20. We will maintain adequate arrangements to enable us to provide the services under the agreement in any contingency for which a reasonable custodian would plan.
21. Your Securities and Currencies will be held by a Custodian. You will retain beneficial ownership of your Securities. On request we will confirm the manner in which your Securities and Currencies are held.
22. You acknowledge that as you are not the legal owner:
    1. the name of the relevant Custodian will appear on the share register instead of your name;
    2. your Securities are held in an account with Securities owned by other customers and are not segregated;
    3. you will not receive notification of Corporate Actions, company announcements or share certificates from the Listed Entity;
    4. your ability to participate in Corporate Actions is limited; and
    5. you cannot directly withdraw foreign currency balances from your Account.
23. You acknowledge that the identity of the Custodian and the jurisdictions in which the entity is located and their contact details will be disclosed on the Website.
24. You acknowledge that you will not assert any interest in Securities or other products or cash in any way which will prevent a transfer of title.
25. Your money may be passed on by us to a Service Provider. Your money may also be transferred to other persons such as an Exchange or clearing house. Where such a person is located outside Australia, the legal and regulatory regime applying to such a person will be different from that of Australia and, in the event of failure of such a person, this money may be treated in a different manner from that which would apply if the money was held by such a person in Australia.
    
    

    Sale Proceeds and Payment Methods

26. We will receive the sale proceeds payable on the sale of your Securities on the settlement date. The settlement date will normally be three (3) Trading Days following the date of the trade ('T+3').
27. We will not be obliged to make any payment to you unless we have received the sale proceeds. Payment of the proceeds (less Fees) will be made to your nominated bank account. If you do not have a nominated bank account or, if you otherwise elect, you will receive your proceeds (less Fees) by way of cheque sent to the address recorded on the share register as the registered address for the Sale Securities.
28. We will endeavour to ensure that you receive your sales proceeds (less applicable Fees) within one Trading Day of their receipt by us; unless your proceeds are paid by cheque, in which case we will endeavour to post your cheque within three Trading Days of the settlement date.
29. Any sale proceeds held by Macrovue will be held in a trust account. We are entitled to wholly retain any interest earned on those monies.
30. We have absolute discretion as to whether we pay settlement proceeds to you via bank transfer or by cheque.
    
    

    Fees

31. We will charge a brokerage fee for each confirmation of transaction issued under this service. This fee is deducted automatically prior to paying the net proceeds of the sale of the Sale Securities. The fees are set out in our FSG and displayed on the SSD website at www.sharesalesdirect.com.au.
    

     

    Currency Conversion

32. This You acknowledge that we are not authorised under Australian financial services law to deal in foreign exchange contracts. You appoint our Service Provider to execute any Currency Conversions relating to your trades in International Securities.
33. You agree that you will bear the foreign exchange risks of a Currency Conversion, including but not limited to, the risks of cash held, or of interest or other income payments received, of expenses, taxation or other liabilities incurred in Currencies other than Australian dollars and of exchange controls or other laws that may prohibit or impose costs on the Currency Conversion and that we will not be liable for any loss suffered by you as a result of a Currency Conversion or the timing of a Currency Conversion.
34. When you place an order, you agree to accept the indicative quote for the Currency Conversion. You agree to exchange currencies at a rate, which may be different from the estimated rate, depending on market movements, and which includes ours and the Service Provider’s fees, charges and margins for executing the Currency Conversion.
35. Not all Cross-Currency transactions are supported. Some Currency Conversions may require an intermediate transaction to/from Australian dollars.
36. You acknowledge that Currency Conversions to Australian dollars may incur a Spread, and other Fees and Charges, which will be payable to us and the Service Provider.
37. An order for Cross-Currency conversion may take multiple transactions and each of these transactions may incur a Spread, and other Fees and Charges, which will be payable to us and the Service Provider.
    

     

    Interest

38. We will hold any money we receive on your behalf in trust for you in accordance with the Corporations Act 2001 (Cth). We or our Service Providers may retain any interest paid on such funds.
39. You consent to, and acknowledge and agree that we:
    1. are under no obligation to pay interest on cash we hold on your behalf;
    2. will be entitled to, and will retain, any interest which accrues on any cash balances held on your behalf in the Omnibus Account.
    
    

    General

40. This Agreement applies to all dealings between you and us.
41. This Agreement will apply once we have accepted your application.
42. We reserve the right to decline your application.
43. All dealings between you and us are subject to:
    1. The Corporations Act 2001;
    2. The Rules, directions, requirements, customs and usage of the Exchange;
    3. The customs and usages of the relevant market; and
    4. Australian and international anti-money laundering and counter-terrorism laws.
44. You warrant that before giving these instructions to us, you have received and read our Financial Services Guide ('FSG').
45. You warrant that all information provided by Holder in requesting the Service is complete and correct and not misleading in any way and that we may rely on that information until we receive written notice of any change stated by you.
46. You warrant that you have full power to sell the Sale Securities, whether as principal (including trustee) or as agent. You further warrant that if the Sale Securities are owned by more than one person or entity, each such person or entity is jointly and severally liable in respect of these terms.
47. You acknowledge that we are not providing personal advice of any kind regarding the Sale Securities, including the price at which they should be sold.
48. If the Service is withdrawn for any reason, we will, where possible, publish a notice on www.sharesalesdirect.com.au informing users that the Service is no longer available. Any Instructions that we have accepted but have not executed prior to the Service being withdrawn will be completed (where reasonably possible).
49. All orders and transactions will be subject to ASX Market Rules and customary practices. You undertake that at all times you will not engage in behaviour in contravention of the ASIC Market Integrity Rules and the Corporations Act.
50. We will use our reasonable endeavours to execute or arrange for the execution of your instructions.
51. You agree we will not be responsible for any losses you may incur as a result of any delay or error in the transmission or execution of your instructions, and you acknowledge that international time differences and timing of public holidays or other similar observances may lead to delays in receipt of instructions and execution by us.
52. You acknowledge that:
    1. you are responsible for any liability arising from your instructions or assets;
    2. you authorise us to record any telephone communications with you as permitted by law;
       1. telephone communication with you may be recorded for training and quality control purposes;
       2. you should record the relevant details of any conversation that you have with us, including the name of the operator and the date and time of the call. We may ask you for this information if you want access to a recording of a telephone communication between you and us;
       3. if there’s a dispute, you have a right to listen to any recording of the conversations; and
       4. we reserve the right to charge you a cost recovery fee for access to a recording.
    
    

    Representations

53. You represent and warrant that:
    1. the information you give us is complete and correct;
    2. you are an Australian Tax Resident;
    3. you are not directly or indirectly owned or controlled by anyone who is not an Australian Tax Resident;
    4. if you are a trustee:
       1. this Agreement will bind you in both your personal capacity and your capacity as a trustee;
       2. you are entitled to be indemnified out of the assets of the trust for liabilities which you may incur under this Agreement;
       3. all direct and indirect beneficial owners are Australian Tax Residents;
       4. you have authority to enter into this Agreement; and
       5. your instructions are lawful and authorised.
       6. you are over the age of 18;
       7. you will ratify and confirm any actions we carry out based on your instructions;
       8. you will inform us of any error or omission as soon as you become aware of it and you are responsible for taking necessary action to mitigate any potential loss from the error or omission.
    
    

    Joint account

54. If your Account is in two or more names:
    1. this Agreement applies to each person jointly and severally;
    2. a representation, warranty or undertaking made by one person is taken to be made by all parties;
    3. you acknowledge that our primary contact is the first person named on the Application Form.
    
    

    Taxation

55. As the taxation implications when investing in International Securities are complex and different from investing in Australian Securities, you should seek advice from a taxation professional to evaluate whether an investment in International Securities is appropriate to your particular financial circumstances and to ascertain whether you are entitled to claim back any withholding taxes.
56. International Securities may attract withholding taxes on income and cash dividends in some jurisdictions. All withholding tax is deducted in the applicable Currency of the jurisdiction in which the tax applies.
57. The Custodian will withhold tax at the rate applicable under the local laws. The rate may be different from treaty rates agreed to between Australia and the applicable foreign country.
58. We will inform you of how much tax was withheld. However, we reserve the right not to make or support any application to reclaim the withheld tax on International Securities. We recommend you consider how this may impact your particular financial circumstances.
59. You may be liable for tax on foreign sourced income and may be required to include this information in your Australian tax return.
    
    

    Tax File Number

60. If you do not provide us with your Tax File Number (TFN), Australian Business Number (ABN) or notify us that you are eligible for an exemption from providing a TFN or ABN, we may have to deduct Pay As You Go (PAYG) withholding tax at the maximum marginal tax rate (plus the Medicare levy) from any interest income you earn on your Cash Product.
61. If you provide your TFN, ABN or exemption code to us, you authorise us to share this information with our Service Providers.
    
    

    No Advice

62. We recommend that you obtain professional financial, legal and taxation advice before entering into this agreement and before making any investment decisions.
63. You acknowledge that:
    1. we will not provide you with legal or taxation advice;
    2. we will not provide you with Personal Advice and you should consider whether our advice is appropriate to your objectives, financial situation and particular needs before acting on it;
    3. you are responsible for any investment or trading decisions made by you with respect to your Account and that we will not be responsible for determining the suitability, appropriateness or advisability of any Transaction or Currency Conversion;
    4. we do not guarantee the performance of any Securities;
    5. you will only use our Services and enter into Transactions for your own benefit and will not use your Account on behalf of third parties (unless otherwise agreed with us in writing);
    6. you will not use your Account to conduct Transactions in Securities of a Listed Entity, where you, or your associates, are that Listed Entity or a director of that Listed Entity; and
    7. the International Transactions will not be subject to any rules of the ASX and you will not receive the benefit of coverage under the National Guarantee Fund.
    
    

    Liability

64. You acknowledge that the systems used in the market or by you, or by us are vulnerable to disruptions or failure, which may result in your instructions not being executed or delayed. You release us, SSD and any other party involved in the provision of the Service from any loss, damage or liability that you may suffer or incur by reason of or in connection with any such disruption or failure.
65. To the maximum extent permitted by law, you acknowledge that neither us nor SSD or any other party involved in the provision of the Service will be liable to you or anyone else for any loss or damage, whether direct or indirect, special, incidental or consequential or economic (including loss of profits or loss of opportunity), whether or not we knew or could have known of the possibility of such damage, where that loss or damage arises from:
    1. delay, interruption, omission, failure, error or fault in the execution of your instructions;
    2. delay in the execution of your instructions arising from a review of your instructions by us or SSD;
    3. error, omissions, non-receipt or invalidity in your instructions;
    4. any fault, error, defect or engineering or the market's computer systems; or
    5. any cause beyond the reasonable control of us or SSD, including, but not limited to, failure of electronic or mechanical equipment or communication lines, unauthorised access or labour problems.
66. Nothing in these Terms shall exclude any implied condition or warranty for your benefit the exclusion of which would contravene any statute or cause any part of these Terms to be void or invalid.
67. To the maximum extent that liability can be limited, you agree that our liability to you is limited to the cost of resupplying the Service.
68. You agree to indemnify us, each of our related bodies corporate and SSD and the directors, officers and agents of us and them (indemnified parties) against any losses, liability, damages, costs or expenses:
    1. incurred by any indemnified party arising out of, or in connection with, a breach by you of any of your obligations under these Terms or any incorrect or misleading representation or warranty given by you under these Terms;
    2. arising from any unauthorised orders or fraud, except to the extent arising from our fraud or dishonesty or the fraud or dishonesty of an indemnified party. In this clause, "you" includes a person who we reasonably believe to be you.
69. No guarantee is made that we will sell the Sale Securities within 1 business day although we will attempt to process the sale urgently on a best endeavours basis;
70. We are not in any way liable for losses caused by delays, including delays caused by us.
    
    

    Anti-Money Laundering laws

71. We are bound by laws relating to the prevention of money laundering and the financing of terrorism (AML laws) in offering the Service. We cannot provide the Service to you unless you provided sufficient identification and that identification has been verified in accordance with applicable AML laws.
72. You agree to provide all information and documents to us that we reasonably require to comply with any law or regulation, including any AML laws. You warrant that all information provided by you is complete and accurate and is not misleading.
73. We will need to conduct checks on you before you use the Service for us to comply with AML laws. You authorise us to use electronic and such other means of conducting AML checks as we deem to be necessary, including using third party service providers. You authorise us to provide personal information provided by you to such third-party services providers for the purpose of the third-party service provider undertaking those AML checks on behalf of us (and for no other purpose).
74. You agree that:
    1. you are not utilising the Service under an assumed name;
    2. your use of the Service will not be in relation to any criminal activities or any activities which breach laws or sanctions;
    3. we may disclose information that we hold about you or your conduct to our service providers, relevant regulators of AML laws, or other parties (whether in or outside of Australia), including to the our related bodies corporate, and if we do so we may be obliged under AML laws not to inform you of this; and
    4. we are not liable for any loss, claim, liability or expense you suffer or incur (including consequential loss) as a result of us taking any action referred to above and you indemnify us for any loss, claim, liability or expense we may suffer or incur (including consequential loss) from exercising any right under this clause or from any breach by you of your agreement in this clause.
    5. We may contact the financial institution who holds the bank account that you have nominated to receive your share sale proceeds for the purpose of ensuring that you are a legal holder of the bank account.
    
    

    Confidentiality

75. We respect the confidentiality of the personal information we collect about customers and potential customers. We abide by the Australian Privacy Principles contained in the Privacy Act 1988 (Cth) and our Privacy Policy can be found on the Website.
76. Subject to this Agreement we will keep any of your information confidential unless you have given your consent or we are required or permitted by law or under the terms of our privacy policy to disclose that information.
77. You agree to keep your password and username required to access your Account and the Website confidential.
    
    

    Access to Website

78. We give you the right to access the Website to use our Services. This access is for your use only.
79. To use the Website you will need to have access to the internet. You are responsible for maintaining any electronic equipment or software needed to give you access the Website.
80. We reserve the right to interrupt access to the Services to undertake reasonable maintenance of the Website from time to time.
    
    

    Notice

81. Either party may provide notice to the other party by electronic communication such as email.
82. Notices sent by post to you will be treated as having been received by you on the next Business Day following posting.
83. The receipt date for notices or instructions you send us is the date we actually receive it, except for electronic communications, where the receipt date is the date the communication is opened.
84. You are responsible for ensuring:
    1. that you provide us with a valid email address;
    2. that your email address remains up to date;
    3. that the nominated mobile number is correct;
    4. your details are updated via the Website; and
    5. that change of name and address notifications are provided in writing and can be provided electronically (e.g. via email).
    
    

    Force majeure

85. We are not liable for any delay or interruptions in fulfilling our obligations under these terms and conditions if the circumstances are beyond our reasonable control or the control of any Service Provider. This includes problems with your telecommunications services, internet service provider, computer hardware and/or software, or difficulties in sending or receiving emails.
    
    

    Dispute resolution

86. In the event of a dispute unless you provide evidence to the contrary, our records of electronic or telephone communications shall be conclusive evidence of the details of the communications between you and us.
87. All parties must use all their reasonable endeavours to resolve any dispute arising in connection with this Agreement or any Transactions.
    

    
    Read down clause

88. If any law relating to unfair contract terms would otherwise make a term of this Agreement void, that term is to be read down and construed as if it were varied, to the minimum extent necessary, so that the law does not make the term void
    
    

    Governing law

89. This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia. The parties agree to irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia
    
    

    Interpretation

90. In this Agreement unless the contrary intention appears:
    1. the singular includes the plural and vice versa;
    2. a reference to a gender includes each other gender;
    3. a reference to a regulatory guide, statute or other law includes regulations and other instruments made under it and consolidations, amendments or replacements of any of them; and
    4. a reference to a person includes:
       1. an individual or a firm, body corporate or association (whether incorporated or not); and
       2. the person's legal personal representatives, successors, substitutes, transferees and assigns.

    Definitions

91. The following words have the indicated meanings in this Agreement unless the contrary intention appears:
    
    Account Holder means the persons named as the account holder.
    Account means the trading account you hold with us.
    Agreement means these terms and conditions.
    Application Form means an approved application form required to open an Account with us.
    Australian Tax Resident means a Person who is a resident of Australia for the purposes of the Income Tax Assessment Act 1936 (Cth) who is not a US citizen, resident or entity.
    Confirmation means the confirmation note we send you on execution or partial execution of a Transaction.
    Corporate Actions means an action taken or a decision or discretion attaching to or given by the issuer of a Security to or in relation to holders of the Security.
    Currency means a form of money which is tradeable on the foreign exchange market either in Australian dollars or as otherwise stated.
    Currency Conversion means the sale or purchase of Currency in accordance with your instructions.
    Custodian includes any sub custodian.
    Exchange means an official stock exchange whether Australian or international.
    Fees and Charges means a fee and/or charge as set out on the Website.
    Information means information and data periodically provided by us and Service Providers, including but not limited to data derived from the manipulation or any part of the information. This may include Account information, market information, news, updates, analyses, notifications, data and research materials relating to financial Services and products.
    International Securities means Securities listed on an international Exchange.
    International Transactions means the sale or purchase of International Securities by us in accordance with your instructions.
    Listed Entity means a company whose shares are traded on an Exchange.
    Mandatory Corporate Action means a Corporate Action which isn’t discretionary.
    Personal Advice means Personal Advice as defined by the Corporations Act 2001.
    Rules means the operating rules of an Exchange.
    Securities means:
    1. securities as defined in section 761A of the Corporations Act 2001; and
    2. interests in managed investment schemes that are listed on an Exchange.
    Service Provider mean a service provider engaged by us from time to time to provide the Services.
    Services means the services provided under this Agreement.
    Transactions means the sale or purchase of Securities by us in accordance with your instructions.
    Us, We & Our means Share Sales Direct Pty Ltd, Macrovue Limited, HALO Technologies Pty Ltd, HALO Technologies Holdings Limited, associated entities, its directors, employees and agents.
    Website means www.sharesalesdirect.com.au.
    You and Your means the Account Holder.