Terms and Conditions
TO: IMPERIAL ASSET MANAGERS LIMITED:
In consideration of IMPERIAL ASSET MANAGERS LIMITED (IMP) opening a brokerage account on the Client’s behalf, the Client represents and agrees to the following;
- Representation as to Capacity
I am of legal age in the jurisdiction in which I reside and have the legal capacity to enter into this agreement.
The Client hereby appoints IMP as the Client’s agent for the purpose of carrying out the Clients instructions in accordance with the terms and conditions of this brokerage agreement for the Client’s account with respect to the purchase or sale of securities. To carry out IMP’s duties, IMP is authorized to open or close brokerage accounts, place and withdraw orders and take such other steps as are reasonable to carry out the Client’s directions. Unless the Client gives discretion by written authorization, all transactions will be done only on the Client’s order or the order of the Client’s duly authorized representative.
3. Consent to Electronic Delivery
By consenting to electronic delivery, the Client agrees to suppress the mailing of paper documents. The Client’s consent to electronic delivery is immediate (although it may take one to two business days for us to process your request) and will remain in effect unless revoked by IMP or by you. You may revoke your consent to electronic delivery at any time by visiting the relevant part of IMP’s website or by notifying us in writing. This revocation from you is only effective after we receive and process it. If you wish to receive paper documents, you understand that you may be charged fees for delivery of these paper documents. If IMP is unable to notify you electronically, you understand that IMP may, in its sole and absolute discretion, discontinue electronic delivery and send you account documents in paper form. These physical documents will be mailed to the home or mailing address provided.
Once the Client has consented to receive electronic delivery, documents shall be provided to the Client when IMP post the information on IMP’s website or sends an email to the Client. The Client agrees to check [his/her/its] account on IMP’s website regularly, as the Client may not have any other means of knowing that a communication has been delivered. [Some documents, such as trade confirmations and account statements, are archived online to access at the Client’s convenience.] There is no charge from IMP for electronic delivery, but online access and usage charges by the Client’s Internet service or access provider may apply. Documents and information may be made available in HTML or PDF format and may be printed and/or saved. The Client acknowledges that the Client can access documents in HTML or PDF format. The Client acknowledges that IMP’s alerts and messages contain important information affecting [his/her/its] account and the Client is responsible for reading these alerts and messages and also the other messages, notices, disclosures and other communications on IMP’s website.
4. Effect of Reports and Statements.
The Client agrees that reports of execution of orders, contract notes and statements of the Clients account shall be conclusive and accepted by the Client as correct unless there is manifest error and the Client objects to it within 24 hours of transmittal to the Client by Electronic Delivery or otherwise.
5. Best Execution
The Client agrees that instruction received by IMP outside the normal business hours of the Nigerian Stock Exchange (9.30am -2.25 p.m, Monday to Friday) will be effected as soon as reasonably practical on the next Stock Exchange business day. The client agrees that IMP shall not be bound to purchase any securities on the Client behalf unless IMP is satisfied that the Client has sufficient funds to complete the transaction and is satisfied to the authenticity of the Client’s instructions. The Client agrees that IMP shall not be bound to sell any securities on the Client’s behalf unless IMP is satisfied that the Client has title to such securities and is satisfied to the authenticity of such instruction. The Client agrees that in the event that his account may have been in debit at the time of a purchase transaction by IMP into his account, he will be liable to pay back IMP at the prevailing interest rate. IMP shall endeavor to deal at a price that is no less favorable than the price that is the best available in the market at the time for transactions of the kind and size. However IMP shall not be liable for any presumed loss at market price and all orders that come after 2.25pm stand the risk of not being executed on that day, to which IMP shall not be held liable for the consequences of any resultant delay.
6. No Obligation to Proffer Advice or Recommendations
The Client understands that IMP does not as a matter of course provide investment advice in connection with transactions on the brokerage account however where IMP offers any information with respect to the purchase or sale of securities, the Client understands that the Client shall be solely responsible for the decision for the purchase or sale of any such securities and shall have no recourse to IMP regarding any claims for damages as a result of such purchase or sale. The Client also acknowledges and agrees that the research, financial market information and news made available by IMP by email or on the IMP Web site, or any Websites linking to or from such Web site, whether or not prepared by IMP, does not constitute a recommendation or solicitation by IMP that any particular investor should purchase or sell any particular security in any amount or at all.
7. Telephone Recordings.
The Client irrevocably consent to the taping or other means of recording, by or on behalf of IMP, of oral and telephone conversations between IMP’s representatives and the Client. Such recordings or transcripts thereof may be used by us as evidence in any dispute that may arise.
However all instruction given by telephone must be confirmed in writing. Where instructions are sent by email then they must emanate from the email address listed as the Clients contact email address as contained in the Clients application form. Any change in this address should be communicated immediately.
8. Payment of Indebtedness.
In the event the Client becomes indebted to IMP in the course of operation of this account, the Client agrees that the Client will repay such indebtedness upon demand. The Client agrees that if after demand the Client fails to pay the indebtedness, IMP may close the account and/or liquidate any assets in the account at IMP’s discretion in an amount sufficient to pay such indebtedness.
9. Funding and Settlements.
The Client understands and agrees that all purchase transactions require pre-funding of the Clients account/s and IMP is under no obligation to conclude a transaction where there are insufficient funds or securities in the account however if for some reason IMP is unable to settle a transaction by reason of the Client’s failure to make payment or deliver securities in good form and should IMP in its own discretion decide to complete the transaction, the Client authorizes IMP to take steps necessary to complete the transaction in which event the Client agrees to reimburse them for all costs, losses or liabilities incurred by them. All payments for the funding of the Client’s account shall be by way of cheque or bank transfer in line with Federal legislative provisions and IMP will not be obliged to pay interest on any unutilized fund in the account.
10. Security and Confidentiality.
The Client is the exclusive owner and solely responsible, for the confidentiality and protection of the Client’s email account, account information number and any password that allows the Client to access IMP’s electronic trading systems (“Confidential Information”). The Client further agrees to be fully responsible for all activities including brokerage transactions that arise from the use of the account number and any password issued to the Client. The Client also agrees to indemnify and hold IMP harmless if any other person utilizing the Client’s Confidential Information provides instructions to IMP that may be contrary to the Client’s instructions. The Client will immediately notify IMP in writing or by e-mail of any loss, theft or unauthorized use of the account number and/or password.
11. Force Majeure
The client agrees that IMP shall not be liable for any delay in performance attributable to a cause beyond its reasonable control, and its agreed that force majeure shall mean acts of nature such as war, natural disasters, government restrictions, industrial disputes exchange or market rulings any act of neglect or default of the other party or any causes outside IMP reasonable control.
The Client shall pay or reimburse IMP on demand all costs and out-of-pocket expenses (including, but not limited to the reasonable costs of collection of any debit balance and any unpaid deficiency in the Client’s accounts, attorney’s fees incurred by IMP shall be reimbursed by the Client. IMP shall be entitled to debit the same from your account.
In the event that the Client sells a security prior to its dividend/distribution date, and receives the related cash/stock dividend or distribution in error, the Client directs IMP on the Client’s behalf to pay such dividend/distribution to the entitled purchaser of the securities sold, from funds in the Client’s account and where such funds are insufficient to satisfy these payments the Client undertakes to make good any such payments, and guarantees to promptly reimburse IMP for, or deliver to IMP, the said dividend or distribution.
14. Event of Death
It is agreed that in the event of the Client’s death, the representative of the Client’s estate shall immediately give IMP written notice thereof, and IMP may, before or after receiving such notice, take such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of and/or restrict transactions in the account as IMP may deem advisable to protect IMP against any tax, liability, penalty or loss under any present or future laws or otherwise. Notwithstanding the above, in the event of the Client’s death all open orders shall be canceled, but IMP shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death.
15. Tax Reporting.
The proceeds of all sales transactions and dividends paid shall be reported to the appropriate regulatory authorities in accordance with the applicable laws.
[The Client shall be solely responsible for understanding and complying with tax obligations (including but not limited to, tax payment or filing of returns or other required documentation relating to the payment of all relevant taxes) relating to the opening and use of the account(s) and/or Services provided by IMP
The Client acknowledges that IMP does not provide tax advice. The Client is advised to seek independent legal and/or tax advice. IMP has no responsibility in respect of the Client’s tax obligations including but not limited to any that may relate specifically to the opening and use of account(s) and/or services provided by IMP.]
16. Information Accuracy.
The Client certifies that the information contained in this Agreement, the Account Application form, and any other document furnished to IMP in connection with the account(s) is current, complete, true and accurate, and shall promptly advise IMP of any changes to the information given. IMP may retain this Agreement, the Account Application, and all other such documents in their respective records at their sole discretion.
17. Fees and Commissions.
The Client agrees that in consideration of the services provided by IMP, IMP shall be entitled to the management fees for Discretionary Portfolio and Account maintenance fees and as amended from time to time in writing (including email). The Client agrees to pay fees and commissions in accordance with IMP fees and commission schedule. All fees and commissions, including markups or markdowns on principal transactions, shall be included with the purchase price of or deducted from the sales proceeds of securities purchased or sold.
18. Know Your Customer Documentation.
In compliance with international agreements on the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. The Client undertakes to provide IMP with all required information necessary to open the account in compliance with the provisions of the law.
19. Notices; Email and Electronic Communications.
I hereby acknowledge that I read, speak, and understand English as a primary language. IMP’s official language for all client disclosures and communications is English.
IMP shall send all notices and other communications relating to the Client’s account to the email address or, where applicable, the home or mailing address that the Client either specified on the Brokerage Account Application, or subsequently updated online or via physical form. IMP may also post notices and other communications to a server that the Client may view upon logging into the Client’s account. IMP is not responsible for notification problems that may arise from time zone differences or Internet connectivity. Any communication sent to the Client’s electronic, home or mailing address is considered delivered to the Client personally, whether received or not. The Client agrees to inform IMP promptly of any changes in the electronic, home or mailing address.
All email sent to and from IMP is subject to monitoring, review by, or disclosure to someone other than the intended recipient. The Client acknowledges that there may be delays in email being received by the intended recipient. The Client agrees to hold IMP harmless for any delay in email delivery regardless of whether the delay was caused by IMP or a third party.
Email sent to or from IMP’s address may be retained by IMP’s corporate email system. The Client agrees not to use email to transmit orders to purchase or sell a security or to request the transmittal of funds or assets, and further agrees that IMP is not liable for any actions taken or not taken as a result of any email message sent to IMP. Electronic communications with IMP via their website are subject to monitoring, review by, or disclosure to someone other than the recipient and such communications may be retained by IMP.
The Client agrees to immediately notify IMP in case of any change in the details provided by the client to IMP and to periodically update the details in his account as requested by IMP.
21. Anti- Money Laundering
The Client agree that all its transaction are subject to the provision of the Money Laundering (Prohibition) Act 2011 of the Federal Republic of Nigeria and hereby agrees to carry out his/her responsibilities under the Act.
22. Governing and Applicable Law.
This Agreement and all transactions made in the Client’ account shall be governed by the laws of the Federal Republic of Nigeria
Any disputes, claims and controversies arising out of or relating to this Agreement shall be referred exclusively to and be finally settled by Arbitration in accordance with the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, Each party to the Arbitration shall appoint one Arbitrator and inform the other party of the name of the Arbitrator within 30 (thirty) days. The Arbitrators thus appointed shall choose a third Arbitrator who shall act as the presiding Arbitrator of the tribunal. Completion of the process and a decision by the Arbitrators shall be made not later than ninety (90) days after being referred to Arbitration.
The Arbitration proceedings shall take place in Nigeria, and shall be conducted in English.