Core Spreads


Client Agreement

 

11th January 2019

 

 

Issued by Finsa Pty Limited (ACN 158 065 635) trading as Core Spreads, AFSL no. 422661

 

 

Important Notice

This Client Agreement has been prepared by Finsa Pty Limited (ACN: 158 065 635) trading
under the registered business name of CORE SPREADS (CORE SPREADS, we, our, us).

CORE SPREADS offers Spread Trades (STs) and Margin Forex products, collectively referred to
as ST Products, on the basis of and subject to the information and representations contained
in this Client Agreement, the Product Disclosure Statement (PDS), the Financial Services Guide
(FSG) and the Market Information Sheets. No other information or representation is
authorised nor is any person authorised by CORE SPREADS to make any representation other
than what is contained in these documents.

 

You should ensure that you have received, read and understood the contents of this Client
Agreement, the PDS, the FSG and the Market Information Sheets before submitting an
Application Form.

 

Warning

 

ST Products are speculative products which are not suitable for all investors. ST Products are
leveraged investments and by investing in them you are exposed to much greater risk of
financial loss than other types of conventional investments such as share trading. You may
incur a loss which is far greater than the amount you invest. See the PDS for more information
on risks.

 

You should obtain your own financial, legal, taxation and other professional advice as to
whether ST Products are an appropriate investment for you.

 

Instructions

 

By submitting an Application Form, you are confirming that you accept and agree to be
legally bound by the terms of this Client Agreement.

 

 


1. Introduction __________________________________________________________________ 5
2. Definitions and Interpretation ___________________________________________________ 5
3. Sole Discretion________________________________________________________________ 6
4. Trading with CORE SPREADS ____________________________________________________ 6
5. Opening an Account ___________________________________________________________ 7
6. Quotes ______________________________________________________________________ 9
7. Placing an Order _____________________________________________________________ 10
8. Types of Orders ______________________________________________________________ 12
9. Duration of Orders ___________________________________________________________ 13
10. Execution of Orders __________________________________________________________ 14
11. Guaranteed Stop Orders (GS Orders) ____________________________________________ 15
12. Amending and Cancelling Orders ________________________________________________ 16
13. Manifest Error _______________________________________________________________ 16
14. Sniping and Market Abuse _____________________________________________________ 17
15. Closing or Suspending your Account _____________________________________________ 19
16. Corporate Actions and Adjustments _____________________________________________ 19
17. Suspensions, De-listings and Change in Law _______________________________________ 21
18. Closing Open Positions ________________________________________________________ 21
19. Expiry and Roll-Over of Open Positions __________________________________________ 22
20. Margin Requirements _________________________________________________________ 23
21. Margin Calls _________________________________________________________________ 24
22. Account Settlement and Set Off ________________________________________________ 25
23. Client Money ________________________________________________________________ 28
24. Fees and Charges _____________________________________________________________ 28
25. Overnight Financing __________________________________________________________ 30
26. Telephone Recording _________________________________________________________ 30
27. Tax ________________________________________________________________________ 31
28. Events of Default _____________________________________________________________ 31
29. Client Risk Acknowledgment ___________________________________________________ 33
30. Warranties & Undertakings ____________________________________________________ 33
31. Limitation of Liability and Indemnities ___________________________________________ 35
32. Force majeure _______________________________________________________________ 38
33. Conflicts of Interest ___________________________________________________________ 39
34. Counterparties and Introducers _________________________________________________ 39
35. Cooling off __________________________________________________________________ 39
36. Complaints and Disputes ______________________________________________________ 39
37. Privacy _____________________________________________________________________ 40
38. Amendments ________________________________________________________________ 41
39. Termination _________________________________________________________________ 42
40. Notices _____________________________________________________________________ 42
41. No Waiver __________________________________________________________________ 43
42. Assignment _________________________________________________________________ 44
43. Miscellaneous _______________________________________________________________ 44
44. Governing Law _______________________________________________________________ 44
45. Entire Agreement ____________________________________________________________ 44
46. Glossary ____________________________________________________________________ 45

 

1. Introduction


1.1. This Agreement is between Finsa Pty Limited (ACN: 158065635, AFSL 422661) of Level
13 Macquarie House, 167 Macquarie Street, Sydney, NSW 2000, trading under the
registered business name of Core Spreads (“CORE SPREADS”, “we”, “us”, “our") and
you (“you”, “yourself”, “your”, or the "Client").

1.2. Finsa Europe Ltd, a company registered in the UK with company number 07073413
and whose registered office is 9th Floor, 30 Crown Place, London, EC2A 4ES, acts as a service
provider to Finsa Pty Limited.

1.3. This Agreement, the PDS, the FSG, the Application Form and the Market Information
Sheets contain the terms and conditions upon which CORE SPREADS will provide its
financial services and ST Products to you.

1.4. This Agreement will come into immediate effect when your Account is opened.

 

2. Definitions and Interpretation


2.1. Capitalised terms used in this Agreement are defined in the Glossary set out in section
46.

2.2. In this Agreement, unless the context otherwise requires:

a. if there is any conflict between the Agreement and the Governing Legislation,
the Governing Legislation will prevail;
b. a reference to a person includes any other entity recognised by law and vice
versa;
c. words importing the singular number include the plural number and vice versa;
d. words importing one gender include every gender;
e. any reference to any of the parties by their defined terms includes that party's
executors, administrators or permitted assigns or, being a company, its
successors or permitted assigns;
f. every agreement or undertaking expressed or implied by which more than one
person agrees or undertakes any obligation or derives any benefit binds or
endures for the benefit of those persons jointly and each of them severally; and
g. clause headings are for reference purposes only.


2.3. We may take any action as we consider reasonably necessary to ensure compliance
with the Governing Legislation and whatever we do or fail to do in order to comply
with them will be binding on you.

 


3. Sole Discretion


3.1. Unless otherwise agreed between the parties or stated in this Agreement, any
valuations, calculations or determinations made under this Agreement are to be
made by CORE SPREADS in its sole and absolute discretion, acting reasonably.

 

 

4. Trading with CORE SPREADS


4.1. Under its AFSL, CORE SPREADS is authorised to provide the following services to retail
and wholesale clients:

a. to deal in, make a market in and provide general financial product advice on
derivatives; and
b. to deal in, make a market in and provide general financial product advice on
foreign exchange contracts.
a. spot or forward ST Products on securities, baskets of securities, stock or other
indices, currencies (foreign exchange), options, treasury products and
commodities; and
b. such other investment products as CORE SPREADS may offer from time to
time.

 

 

4.2. CORE SPREADS may enter into the following types of ST Transactions with you:

4.3. The ST Transactions provided by us are over the counter (OTC) which means they are
traded directly with us and are not traded on an Exchange.

4.4. CORE SPREADS will accept all Orders and enter into all ST Transactions as principal
and not as your agent.

4.5. You enter into all ST Transactions as principal unless otherwise agreed between you
and us.

4.6. CORE SPREADS will deal with you on an execution-only basis at all times. We will not
provide you with any advice on the merits or suitability of you entering into this
Agreement or buying, selling or otherwise dealing in ST Transactions and we will not
provide you with any investment advice although we may at our sole and absolute
discretion provide you with generic or factual information on the nature, the
terminology and the procedures involved in ST Transactions. Should you consider that
you are provided with investment advice you acknowledge that it is given without the
authority of us and should not be relied upon.

4.7. Where we do provide general trading recommendations, market commentary,
guidance on shareholding disclosure or other information:


a. this is incidental to your dealing relationship with us;
b. we do solely to enable you to make your own investment decisions and do not
make personal recommendations or provide advice;
c. we give no representation, warranty or guarantee as to the accuracy or
completeness of such information; and
d. where the information is in the form of a document containing a restriction on
the person or category of persons for who that document is intended or to
whom it is distributed, you agree that you will not pass it on contrary to that
restriction.

 

 

4.8. CORE SPREADS will not provide any advice to you on any tax, legal or accountancy
issues related to ST Transactions or otherwise in accordance with this Agreement.
You are advised to obtain independent advice (including, without limitation, tax, legal
or accountancy advice) where you consider it appropriate to do so.

 

5. Opening an Account


5.1. An Account must be opened prior to entering into any ST Transactions. No Orders can
be placed until an Account has been opened and clear funds received.

5.2. In order to open an Account, you must complete the Application Form. You must
complete all mandatory sections and any information provided by you in the
Application Form must be true and correct. Any incorrect or unclear information may
result in either outright rejection or, at the very least, a delay in the opening of your
Account. You may also undertake a client suitability assessment or such other
assessments as prescribed by us from time to time, and we reserve the right to reject
your application, or impose such other conditions for the opening of an Account in
our sole and absolute discretion.

5.3. By submitting the Application Form, you are authorising CORE SPREADS to make such
searches and enquiries about you as it sees fit to verify the information that you have
supplied, manage credit risk and to prevent fraud (or other criminal activity).

5.4. CORE SPREADS may make periodic checks of your details to verify that the details
supplied by you have not changed. However, you must immediately notify CORE
SPREADS in writing as to any material change in your financial circumstances or any
change to the information you have previously supplied to us (including, without
limitation, change of employment, address, contact details and email). In our
absolute discretion, we may accept such notification over the telephone or by email.
You are responsible and liable for any losses that may be incurred by misdirection of
communications to you due to incorrect or out of date contact details supplied by
you or your failure to notify us of any changes to your contact details.


5.5. CORE SPREADS may accept or reject an Application Form in its sole and absolute
discretion.

5.6. CORE SPREADS will not be liable in any way to you for any loss you suffer from dealing
with us, if it is discovered that:

a. the information you have supplied to us in the Application Form or otherwise
is in any way incorrect or incomplete; or
b. your experience, knowledge and understanding was in fact contrary to the
information supplied in the Application Form and that you do not in fact have
the necessary experience, knowledge or understanding to enter into ST
Transactions.


5.7. When we open an Account, we will provide you with a user name, account number
and password for that Account.

5.8. Account will be denominated in Australian Dollars or in the currency requested by
you when applying for this account provided that this is acceptable to CORE
SPREADS ("Base Currency"). If any Realised Profit, Realised Loss, Commission,
Overnight Financing or other charges are to be credited or debited to your Account
in a currency other than your Base Currency, we will automatically convert such
amounts in accordance with clause 22.1.

5.9. You authorise CORE SPREADS to telephone or otherwise contact you at any time
whatsoever in order to discuss any aspect of your Account.

5.10. As part of our client due diligence on opening your Account we shall undertake a
Know Your Customer evaluation (“KYC”). You consent to us processing your personal
data as submitted on your Application Form either electronically or on paper to third
party agencies.

5.11. From time to time we may conduct checks as to your continuing appropriateness
and soundness with regards to your trading activities and ST Transactions. If we
believe that your activities are disproportionate, misleading or false relative to the
information that you have provided us in your original assessment questions, you
agree that we may be entitled to ask further questions or take other action on your
Account.

5.12. After opening your Account and from time to time during the lifetime of your
Account, we may ask for a further proof of address, identity, or proof of country of
residence from you.

5.13. From time to time, we will need to verify that you are authorized to use a bank card
held on your Account. To carry out this verification, we will create a ‘secret’ by
splitting a nominal payment made with your bank card into two random amounts,
which will be visible on your bank statement. This may occur instantly or may occur


within 48 hours. We will require you to retrieve the numeric value of these two
secret transactions from your bank account by use of your telephone, mobile or
internet banking. The two amounts charged will always sum to the nominal payment
you have actioned and will be displayed on your statement under “Merchant
Name”. Please locate the two transactions and note the value of each transaction.
Please then provide the numeric value of these two transactions when prompted by
iSignthis/ISXPay, our payment provider.

5.14. The two transactions referenced in clause 5.13 are treated as partial pre-payment
transactions under the applicable card scheme rules, and upon provision of the
value of the ‘secrets’ by you to iSignthis/ISXPay, the conditions for supply
of “Merchant Name” services are deemed to have been met, and you will have
authorized payment in full to the value of the Payment Amount.

 

6. Quotes


6.1. CORE SPREADS will use reasonable endeavours to provide a Quote for each of the ST
Products that it offers during Trading Hours. All Orders will be executed on the basis
of the Quote and no other price will be relevant to the execution of the Order.

6.2. CORE SPREADS may determine the Transaction Sizes from time to time in its sole and
absolute discretion.

6.3. All Quotes are set at our sole and absolute discretion and are typically based on a
price for an Underlying Instrument to which that ST Product relates and are typically
sourced from an Exchange or Liquidity Provider. The Quote may be higher or lower
than the price for the Underlying Instrument to which the ST Product relates due to
a number of factors, including, without limitation, interest rate costs, dividends, scrip
issues, stock splits, competitor quotes or size of the Transaction.

6.4. CORE SPREADS may provide a Quote for a ST Product in circumstances where (a) the
Underlying Instrument to which it relates is not actually trading on an Exchange or
with a Liquidity Provider; or (b) it is outside the normal trading hours for such
Underlying Instrument. In these circumstances, the Quote will be based on a price
that we, in our sole and absolute discretion, believe is fair and reasonable.

6.5. A Quote may change at any time before your Order has been executed.

6.6. A Quote made to you over the telephone is only valid at the point in time you are
given a firm Quote and may not be available on any subsequent telephone call or
even later in that same telephone conversation. Quotes made to you over the
telephone that have been given as 'indication only' are not valid and cannot be
executed unless otherwise agreed by us. Quotes that have been qualified or Quotes
that you have been told are no longer valid before you place your Order are not
tradable.


6.7. All Quotes on the Trading Platform are indicative only and on receipt of an Order we
may, in our reasonable discretion, reject or accept your Order.

6.8. In our sole and absolute discretion, a Quote given over the telephone with a Dealer
may differ from the Quote available on the Trading Platform.

6.9. Due to the nature of online trading systems and the potential unreliability of
Exchange and Liquidity Provider price feeds we may in our sole and absolute
discretion amend, remove or delete Orders and any associated ST Transactions which
have been made on the Trading Platform or otherwise which, in the reasonable
opinion of CORE SPREADS, do not reflect the actual Underlying Instrument, Exchange
or market prices to which the ST Transaction relates at the time the Order was
executed.

6.10. You acknowledge and accept a Quote can widen due to various factors affecting the
liquidity of the Underlying Instrument including, but not exclusive to: economic data,
governmental decisions, or market holidays. We reserve the right to re-Quote you if
we deem that your ST Transaction(s) are being attempted or have been successful
contrary to liquidity or prescribed tolerances available in the Underlying Instrument
and you agree to indemnify us against any Losses incurred should you not wish to
accept our re-Quote.

 

7. Placing an Order


7.1. CORE SPREADS is not obliged to accept any Order from you and it will notify you of
any refusal as soon as reasonably practicable.

7.2. CORE SPREADS may accept an Order from you at any time but will only execute an
Order during Trading Hours unless otherwise agreed by us.

7.3. Orders must be made on the telephone by talking directly to a Dealer or via our
Trading Platform. We have no obligation to accept Orders via any other medium
including, without limitation, via email, letter, or verbal conversations over non-
recorded telephone lines.

7.4. When placing an Order over the telephone, you must give your name and Account
number or username and the instruction must either be to buy a ST Transaction at
the Ask Price (also referred to as ‘going long’) or to sell a ST Transaction at the Bid
Price (also referred to as ‘going short’). Without this information, no Order will be
accepted even if it is to close an Open Position.

7.5. CORE SPREADS will treat all Orders as a buy or a sell instruction without reference to
whether such Orders are intended to open or close or part close a ST Transaction.
Any Orders made by the Client with reference to opening or closing or part closing a


ST Transaction are not binding on CORE SPREADS. It is the Client’s responsibility to
ensure that an Order actually closes or opens a ST Transaction.

7.6. If you place an Order to open a long ST Transaction in relation to a specific Underlying
Instrument on an Account where at that time you already have a short ST Transaction
in relation to the same Underlying Instrument on that Account, or place an Order to
open a short ST Transaction in relation to an Underlying Instrument where you
already have a long ST Transaction in relation to the same Underlying Instrument, we
will treat your Order to open the new position as an Order to close the existing
position to the extent of the size of the Order and, if the Order is greater in size than
the existing position, then the existing position will be closed in full and a new ST
Transaction opened in relation to the excess size of the Order unless you select the
“Hedging” button on the deal ticket. If you select this option, we will treat your Order
as an Order to open a separate new Open Position.

7.7. When dealing over the telephone, the Order will only be accepted by us when the
Dealer confirms that the Order has been accepted. The verbal acceptance of an Order
by a Dealer shall not affect either our rights or your rights in the event of a Pricing
Error or a Manifest Error.

7.8. Before access is permitted to the Trading Platform, you will be obliged to enter your
username and password.

7.9. When you place an Order on the Trading Platform, you will receive confirmation of
that Order on screen. The validity of an Order will not be affected by a failure or delay
in the notification of the Order placement. Please check the onscreen confirmation
immediately on receipt to see that it accurately reflects your instructions. Unless we
receive notice from you, immediately disputing the confirmation (or the contract
terms it reflects) we shall assume that the terms of the ST Transaction contained in
the confirmation are accurate and binding on you. Non-receipt of a Confirmation shall
not affect the validity of a ST Transaction, and you should contact us as soon as
possible if you have not received a confirmation.

7.10. Your username, password and Account number are extremely sensitive pieces of
information. Any Order placed or ST Transaction entered into on your Account either
over the telephone or on the Trading Platform using either your username, Account
number or your password will be deemed as valid Orders and ST Transactions. You
must not disclose your username, Account number or password to any person
(except in accordance with clause 7.11). You must immediately inform us if you are
aware or suspect that a third party has had access to your username, Account number
or password or that any person other than you or your Authorised Person is dealing
on your Account.

7.11. Any persons authorised to give Orders or instructions on your behalf as your
Authorised Person are those notified by you to us and may be varied by written notice
to CORE SPREADS. We will not be bound by any such variation until written notice is


a. Trade: this is an instruction by you to either buy or sell a ST Transaction at the
current Quote;
b. Order to Open: this is an instruction by you to buy or sell a ST Transaction at a
price outside the current Quote;
c. Limit Order: this is an instruction by you to:
i. buy a ST Transaction to close a short Open Position at a price
which is lower than the current Quote; or
ii. sell a ST Transaction to close a long Open Position at a price
which is higher than the current Quote.

 

d. Stop Loss Order: this is either an instruction by you to:
i. buy a ST Transaction to close a short Open Position at a price
which is higher than the current Quote; or
ii. sell a ST Transaction to close a long Open Position at a price
which is lower than the current Quote.

 

 

 


received from you and confirmed by us. We may act upon the oral or written
instructions of any person whom you have notified to CORE SPREADS as being your
Authorised Person and where CORE SPREADS has not received from you a notice of
revocation of that person's appointment as your Authorised Person regardless of
whether or not that person is in fact authorised to provide those instructions.

7.12. We reserve the right to aggregate Orders. Aggregating an Order means that we
combine your Order with the Orders of other Clients for execution as a single Order.
We may do this only if we reasonably believe that this is in the overall best interests
of Clients. However, on occasions, aggregation may result in you obtaining a less
favourable price in relation to any particular Order. You acknowledge and agree that
we shall not, under any such circumstances, have any liability to you as a result of any
such working or aggregation of your Orders.

 

8. Types of Orders


8.1. You may place the following types of Orders:

You may set a Limit Order at the following times: (1) when you place a Trade;
or (2) when you place an Order to Open which then acts as a contingent take
profit instruction to close the Open Position once the Order to Open has
been executed;

You may set a Stop Loss Order at the following times: (1) when you execute a
Trade which then acts as a stop loss instruction to close the Open Position at


e. Guaranteed Stop Order (GS Order): is an instruction by you to buy or sell a ST
Transaction to close an Open Position at a specified price and such an
instruction is guaranteed to be executed by CORE SPREADS at the price
specified by you. GS Orders are dealt with in more detail in clause 11;
f. Trailing Stop Order: is an instruction by you that operates in a similar way to a
Stop Loss Order with the extra functionality of automatically tracking
favourable movements in the Quote of the relevant ST Transaction. Trailing
Stop Orders move in increments as specified by you but in minimums of 1. A
Trailing Stop Order is not guaranteed and is subject to Gapping as set out in
clause 10.3; and

 

 

a certain level; or (2) when you place an Order to Open which then acts as a
contingent stop loss instruction once the Order to Open has been executed.
A Stop Loss Order is not guaranteed and is subject to Gapping as set out in
clause 10.3;

g. any other type of Order described on the Core Spreads website or in the
Market Information Sheets from time to time.


8.2. Some Order types may not be available for certain ST Products. This information will
be listed on the Core spreads website or in the Market Information Sheets, and it
remains your sole responsibility to familiarise yourself with the Order types.

 

 

9. Duration of Orders


9.1. You may choose one of the following duration periods for an Order to Open:

a. "Good until cancelled": means that the Order to Open will remain in effect
until cancelled by you in accordance with this Agreement or is executed by us
in whole and an Open Position is created, or we no longer offer that ST
Product; and
b. "Good until Date": means that the Order to Open will remain in effect until the
time and date requested by you or until it is executed by us in whole and an
Open Position is created or until we no longer offer that ST Product.


9.2. All Limit Orders are deemed to be Good until cancelled and will remain in effect until
cancelled by you in accordance with this Agreement or until the Limit Order is
executed by us or the Open Position to which the Limit Order relates is closed by you
or otherwise closed in accordance with this Agreement.

9.3. A Stop Loss Order will remain in effect unless and until you give instructions to close
the Open Position to which the Stop Loss Order relates or if the Open Position is
otherwise closed in accordance with this Agreement or the relevant Open Position is
Rolled-over. GS Orders are dealt with in clause 11.


9.4. The duration of the Orders may vary or may not be available for certain ST Products.
This information will be set out in the Market Information Sheets or on the Core
spreads website.

10. Execution of Orders


10.1. An Order will be executed when the Quote reaches the price specified in your Order
or trades through the price specified in the Order.

10.2. It is solely your responsibility to ensure that you know at all times as to whether any
Order has been executed or is still active and if you are in any doubt whatsoever as
to the status of an Order it is your sole responsibility to contact us immediately, in
the first instance by telephone, in order to obtain clarification.

10.3. Unless otherwise stipulated, the execution of an Order is not guaranteed and is
subject to Gapping. In such instances, the Order will be executed at a price based on
what CORE SPREADS is or would reasonably be able to obtain in the relevant
Underlying Instrument at the relevant time, or in the case of an excessive Order size
relative to the liquidity of that Underlying Instrument, at a price that reflects the
average price at which CORE SPREADS is or would be able to execute an order in the
Underlying Instrument at the relevant time.

10.4. If an Order to Open is subject to Gapping on its execution and the price at which such
Order has been executed results in any associated Limit Order or Stop Loss Order
being triggered, then the Open Position will immediately be closed at the prevailing
Quote.

10.5. Where a series of Orders are made to open or close ST Transactions, CORE SPREADS
may execute such Orders in any sequence that it reasonably determines. If this results
in subsequent Orders having insufficient Trading Resources for execution, then these
Orders will be cancelled. CORE SPREADS will not look at sequences that may result in
one Order being executed and another failing. CORE SPREADS will fill Orders as and
when they are seen by its Dealers and at its sole and absolute discretion.

10.6. If we were entitled to execute a Stop Loss Order at any time prior to you closing or
part closing an Open Position, CORE SPREADS may, in its reasonable discretion, adjust
the price at which the Open Position was closed to reflect the Stop Loss Order price.

10.7. Many markets can often be very fast moving. You accept and acknowledge that a
price quoted on the data feed you receive for a given Instrument is informational and
that where you enter into an Order at what appears to be the market price per the
data feed, the market may have moved by the time your ST Transaction is executed.
You agree that your ST Transaction is valid and legally binding where the price you
attempt to trade has varied because of the underlying market movement by the time
of acceptance of the ST Transaction.

 


a. when placing an Order during Trading Hours; and
b. in respect of any Open Position when such GS Order is made during Trading
Hours.
a. an Open Position is subject to a corporate action or Adjustment Event in
accordance with clause 16;
b. an Open Position is subject to a dividend adjustment in accordance with
clause 16; or

 

 

11. Guaranteed Stop Orders (GS Orders)


11.1. We offer GS Orders on certain ST Products from time to time as set out in the Market
Information Sheets. We reserve the right to amend maximum order sizes and the
minimum difference in price from the current Quote that a price may be specified in
our sole and absolute discretion.

11.2. We guarantee that GS Orders will be executed at the price you specified and at no
other price, irrespective of the Quote going through the level set in the GS Order.

11.3. You may place a GS Order in the following circumstances:

11.4. We reserve the right to reject any GS Order in our sole and absolute discretion.

11.5. You will pay us a premium when a GS Order is placed. We will charge you the premium as
set out in the Market Information Sheets or as otherwise notified to you.

11.6. You may amend your GS Orders during Trading Hours and any other time that we
may agree with you provided that the GS Order has not been executed. You may also
be required to pay an additional premium to amend a GS Order from time to time at
our sole discretion.

11.7. You may cancel your GS Order during Trading Hours and any other time that we may
agree with you. The premium paid by you for any GS Order cancelled will not be
reimbursed.

11.8. When an Open Position has been closed by you or otherwise in accordance with this
Agreement, any GS Order attached to that Open Position will automatically be
cancelled.

11.9. If you have a GS Order on an Open Position that has closed automatically on the
Futures Settlement Date or has been Rolled-over, your GS Order will be cancelled. In
the case of a Roll-over you will need to create a new GS Order for the new Open
Position and you may be required to pay a premium for that new GS Order.

11.10. CORE SPREADS reserves the right to amend the size and level of any GS Order at its
absolute discretion where:


c. the GS Order may have an adverse impact on CORE SPREADS as determined
by us from time to time.

 

 

 

12. Amending and Cancelling Orders


12.1. CORE SPREADS may allow an Order to be amended by you at any time before it has
been executed by CORE SPREADS. Any confirmation of an Order amendment by us to
you shall not be binding on us if the Order had been liable for execution before the
amendment was made. We shall not be liable for any losses in respect of ST
Transactions entered into in such circumstances.

12.2. A GS Order may be amended and cancelled in accordance with clauses 11.6 and 11.7.

12.3. Subject to clause 12.2, you may cancel any Order at any time unless and until the
Order has been executed in whole or in part or the Order has been actioned for
execution in accordance with clause 10.1. If an Order has been executed in whole or
in part, it will not be possible for you to cancel the Order to the extent that it has been
executed.

12.4. It is your responsibility to cancel any Order that you no longer require. Any un-
cancelled Order placed by you may be filled by CORE SPREADS and may therefore
cause losses for which you will be liable.

12.5. In the case of Stop Loss Orders, if the related Open Position is closed by you the Stop
Loss Order will be deemed to be automatically cancelled. If the Stop Loss Order
associated with any Open Position was actionable before you attempted to close or
closed the Open Position, CORE SPREADS may at its reasonable discretion adjust the
Closing Price of that Open Position to reflect the Stop Loss Order price.

12.6. CORE SPREADS will not be responsible for losses or potential losses sustained by you
arising directly or indirectly as a result of a rejected or cancelled Order and shall not
be responsible or liable for losses made with other companies on any investments
undertaken directly or indirectly in reference to an Order which is subsequently
rejected or cancelled by CORE SPREADS.

 

13. Manifest Error


13.1. A “Manifest Error” means a clear, obvious or manifest error including a misquote by
us or with a third party as determined by us in good faith.

13.2. In respect of a Manifest Error, neither party will be bound by any affected Quote,
Order or ST Transaction and either party may declare such Quote, Order or ST


a. taking advantage or attempting to take advantage of Pricing Errors or
misquotes; or
b. engaged in any other forms of abusive trading;

 

 

Transaction (as applicable) void within a reasonable timeframe of us determining that
there is a Manifest Error.

13.3. We will not be liable to you for any Loss (including any incidental, indirect or
consequential Loss) you or any other person may suffer or incur as a result of or in
connection with any Manifest Error (including any Manifest Error by us) or our
decision to maintain, amend or declare void any affected Order or ST Transaction,
except to the extent that such Manifest Error resulted from our own wilful default or
fraud.

 

14. Sniping and Market Abuse


14.1. “Sniping” means any trading or purported trading by you to exploit errors in prices
or misquotes and includes, without limitation, where you are:

14.2. If we, in our sole and absolute discretion, reasonably determine that Sniping has
occurred or is occurring on your Account we are entitled to take one or more of the
following countermeasures including, without limitation:

a. adjust the Quote, Transaction Sizes and Spreads available to you;
b. adjust or close any or all Open Positions;
c. restrict your access to streaming Quotes on the Trading Platform, including
providing telephone Quotes with a Dealer only;
d. recover from your Account or you any historic trading profits that have been
gained through or reasonably appear to have been gained from Sniping as
determined by us in good faith; and
a. you will not and have not entered into a ST Transaction with us if to do so
would result in you, or others you are acting in concert with, to have had to
disclose your participation if transacted in the Underlying Instrument;

 

 

terminate this Agreement immediately in accordance with clause 39.

14.3. You acknowledge that, particularly due to the fact that we off-set some of our
liability to Clients by opening analogous positions with other institutions, your ST
Transactions with us can have an impact on the price of the Underlying Instrument.
This enhances the possibility of market abuse. For the purpose of preventing such
abuse, you represent and warrant to us that:


b. you will not and have not entered into a ST Transaction in connection with:
c. you will not and have not entered into a ST Transaction that contravenes any
law or regulation prohibiting insider dealing, market manipulation or any
other form of market abuse or market misconduct.
a. enforce the ST Transaction or ST Transactions against you if it is a ST
Transaction or ST Transactions under which you have made a Loss;
b. treat all your ST Transactions that meet the circumstances set out in this term
as void if they are ST Transactions under which you have secured a profit from
us, unless and until you produce evidence that satisfies us that you have not,
in fact, committed the breach of warranty and/or misrepresentation the
suspicion of which was the ground for us taking action under this clause. For
the avoidance of doubt if you do not produce such evidence within the period
of three months from the date on which action is taken by us under this
clause, all such ST Transactions will be finally null and void as between you
and us; or
c. cancel any Order on your Account with us.

 

 

(i) a placing, issue, distribution or other similar event;

(ii) an offer, takeover, merger or other similar event;

(iii) or any corporate finance activity.

In relation to the Underlying Instrument.

14.4. You will not place or close a ST Transaction and you will not place an Order that
contravenes any primary or secondary legislation or other law against insider
dealing, market abuse or market manipulation.

14.5. If you place or close any ST Transaction or place an Order in breach of the
representations and warranties given in this clause 14, and we have reasonable
grounds for suspecting that you have done so, we may at our absolute discretion
and without being under any obligation to inform you of our reason for doing so
close that ST Transaction and any other ST Transaction that you may have open at
the time, if applicable, and also do any of the following at our absolute discretion:

14.6. You acknowledge that it would be improper and potentially illegal for you to deal in
the ST Product if the sole purpose of such a ST Transaction was to manipulate the
buy or sell prices, and you agree not to conduct any such ST Transactions.

14.7. You acknowledge and agree that we may undertake any such measures and comply
with any such regulation as is appropriate to conduct either regular or periodic
checks, assessments or other such reporting on your ST Transactions throughout
the lifetime of your Account and where appropriate after the Account has closed.


14.8. You acknowledge that we are entitled (and in some cases required) to report to any
relevant regulatory authority details of any ST Transaction or Order entered into or
requested by you.

14.9. You will be deemed to repeat the representations and warranties contained in this
Clause 14 at the time you enter into this Agreement, every time you enter into a ST
Transaction and every time you give us any other instruction.

14.10. You agree that we will share information regarding your ST Transactions, Account
activity and any other relevant information about you if ASIC or any other
regulatory authority empowered to seek information about you demand this and
that you shall indemnify us against any claim for Losses should we be required to
take any action on your account.

 

15. Closing or Suspending your Account


15.1. Either party may suspend or close an Account at any time upon written notification
to the other party. Should either party exercise the right to suspend or close an
Account, all Open Positions shall be closed by CORE SPREADS, in its absolute
discretion, at the Closing Price.

 

15.2. If you have not placed a ST Transaction or Order on your Account within the previous
90 days, your Account will be considered inactive and we reserve the right to remove
any bonuses or credits that have been applied to your Account.

 

15.3. If you have not placed a ST Transaction or Order on your Account within the previous
180 days, your Account will be considered a dormant account and may be closed at
our discretion if there is no cash balance on the Account. In the event of your Account
being classified as a dormant account for a period of 6 years we will contact you on
the most up-to-date details we have on file. You will have 28 days thereafter to claim
the funds from your Account before we are legally allowed to give the remaining
monies in your Account to the charity of our choice.

 

16. Corporate Actions and Adjustments


16.1. If any Underlying Instrument to which a ST Transaction relates is subject to possible
adjustments as the result of any Adjustment Event set out in clause 16.2, we will
determine what adjustment, if any, should be made to the related ST Transaction to
account for the dilutive or concentrative effect of any such event to preserve the
economic equivalent of such ST Transaction prior to the relevant event or to reflect
the effect of such event on such ST Transaction. Any such adjustments will be
effective as of a date reasonably determined by us.


16.2. “Adjustment Events” include the following in relation to an Underlying Instrument:

a. a subdivision, consolidation or reclassification of shares, or a free distribution
of shares to existing holders by way of bonus, capitalisation or similar issue;
b. a distribution to existing shareholders of additional shares, other share capital
or securities granting the right to payment of dividends or proceeds of
liquidation of the issuer, or securities, rights or warrants granting the right to
a distribution of shares or to purchase, subscribe, or receive shares, in any case
for payment (in cash or otherwise) at less than the prevailing market price per
share; and
c. any event analogous to any of the foregoing events or otherwise having a
dilutive or concentrative effect on the market value of the relevant Underlying
Instrument.


16.3. If an Underlying Instrument to which a ST Transaction relates is subject to a Merger
Event, CORE SPREADS reserves the right to close any or all affected ST Transactions
at any time during the Merger Event or to adjust the opening price of such ST
Transaction to reflect any cash portion of the offer or to amend the size to reflect any
corresponding adjustment to the Underlying Instrument caused by the Merger Event
and/or to close the affected ST Transaction and reopen a new ST Transaction
reflecting the new Underlying Instrument that has been created.

16.4. We may make a credit or debit adjustment to your Account if you have an Open
Position in an Underlying Instrument that is a share and that Underlying Instrument
pays a dividend. You must hold the Open Position at the close of business
immediately prior to the ex-dividend date and while we will determine what
adjustment, if any, should be made in our reasonable discretion, we will typically
make the following adjustments:

b. if you hold a long Open Position, your Account will be credited with the net
dividend amount receivable (i.e. after deducting from the gross dividend any
applicable withholding tax, other local taxes or other charges); and
c. if you hold a short Open Position, your Account will be debited with the gross
dividend amount (i.e. including any applicable withholding taxes, other local
taxes or other charges).


16.5. We may make a credit or debit adjustment to your Account if you have an Open
Position in an Underlying Instrument that is a stock index and a constituent of that
Underlying Instrument pays a dividend. You must hold the Open Position at the close
of business immediately prior to the ex-dividend date and while we determine what
adjustment (if any) should be made in our reasonable discretion.

 


17. Suspensions, De-listings and Change in Law


17.1. If an Exchange or an Underlying Instrument to which the Open Position relates is
suspended, CORE SPREADS may increase the Margin Requirement to the extent
considered by CORE SPREADS to be fair and reasonable in the circumstances. If such
Underlying Instrument remains suspended for a time that we think is unacceptable
to us in our sole discretion, we may close the Open Position at the Closing Price.

17.2. If an Exchange on which an Underlying Instrument is principally traded announces
that pursuant to the rules of such Exchange an Underlying Instrument has ceased to
be listed, traded or publicly quoted on such Exchange for any reason (other than a
Merger Event) and is not immediately re-listed, re-traded or re-quoted on a market
or quotation system located in the same country as such Exchange we will close the
Open Position at the Closing Price on the day on which such an event occurs.

17.3. If the Underlying Instrument in which you hold a ST Transaction is subject to (i) the
adoption of or any change in any applicable law or regulation (including, without
limitation, any tax law), or (ii) the promulgation of or any change in the interpretation
by regulation (including any action taken by a taxing authority), then CORE SPREADS
may, in its reasonable discretion, close the ST Transaction at the Closing Price.

17.4. Upon termination of this Agreement, if any Underlying Instrument to which your
Open Position relates is suspended then CORE SPREADS reserves the right to retain
such Margin required to protect CORE SPREADS against any and all liability associated
with that Open Position including retaining Margin up to 100% of the notional value
of that Open Position.

 

18. Closing Open Positions


18.1. Subject to clause 18.2, you may close an Open Position at any time during Trading
Hours. We will not execute an Order by you to close an Open Position at any other
time unless otherwise agreed by us.

18.2. You may close an Open Position in a Future ST at any time during Trading Hours up
to the Last Trading Day. You will not be able to close such Open Position at any time
after the Trading Hours of the Last Trading Day as listed in the Market Information
Sheets.

18.3. In certain conditions, it may not be possible to close the whole of an Open Position at
the current Quote and may instead be closed at the Closing Price.

18.4. CORE SPREADS may close all or part of any Open Position at any time without notice
at the Closing Price:


a. if the Underlying Instrument to which the Open Position relates becomes
illiquid and due to such illiquidity we are unable to trade or borrow a
sufficient quantity of such Underlying Instrument to cover or settle any hedge
position related to or in connection with the Open Position;
b. if we are required, at any time, by a lender to return any Underlying
Instrument borrowed by us which relates to the Open Position and we are
then unable to maintain a hedge position in respect of the Open Position;
c. if at any time we are otherwise unable to establish or maintain a hedge
position, or any other Hedging Disruption occurs, in respect of the Open
Position or the continuation of any such hedge is likely, in our opinion, to
result in an increase in cost to us;
d. an Event of Default or Force Majeure Event occurs;
e. we reasonably consider that there are Exceptional Market Conditions
occurring or about to occur;
f. we reasonably consider it necessary for the protection of our rights under
this Agreement;
g. we are unable to make prices in the ST Products due to the unavailability of
the relevant market information for reasons beyond our control;
h. we consider that you may be in breach of any applicable law;
i. we are so requested by ASIC or any other regulatory body or authority;
j. you fail to provide any Margin, deposit or other sum due under this
Agreement in respect of any ST Product transacted with us;
k. Margin monies held by us in respect of any Open Positions which has been
purchased on margin fall below our Margin requirements; or
l. as otherwise contemplated by this Agreement.

 

19. Expiry and Roll-Over of Open Positions


19.1. An Open Position in a Future ST that has not been closed in accordance with clause
18.2 or, otherwise in accordance with this Agreement, will automatically close on the
Futures Settlement Date at the Futures Settlement Price. Any subsequent attempt by
you to close such Open Position (whether or not accepted in error or otherwise by
CORE SPREADS) will be void.

19.2. You may, at any time during Trading Hours and up to the Last Trading Day, contact a
Dealer by email or telephone and request that your Open Position in a Future ST be


Rolled-over. The Dealer will provide you with a Roll-over Quote and, if agreed at that
time by both you and us, the Open Position in the Future ST will be Rolled-over.

19.3. CORE SPREADS may, in its sole and absolute discretion, refuse any Roll-over
instruction from you.

19.4. Rolling-over will result in the Open Position in the Future ST being closed and a new
Open Position in the next Contract Period being created.

19.5. You must have sufficient available Trading Resources in order to Roll-over.

19.6. In accordance with clauses 9.3 and 11.10, Stop Loss Orders and GS Orders may be
cancelled when an Open Position in a Future ST is Rolled-over.

19.7. You acknowledge and agree that CORE SPREADS will have the right to close any Open
Position in its sole and absolute discretion without notice if the relevant Underlying
Instrument is a derivative financial instrument which may settle on expiry by a
delivery other than in cash, a reasonable period prior to the expiry date of such
instrument as determined in the sole and absolute discretion of CORE SPREADS.

20. Margin Requirements


20.1. In order to open a ST Transaction, you must have a sufficient amount of Trading
Resources to satisfy the Initial Margin Requirement (IMR) for that ST Transaction. We
may decline any Order to open a ST Transaction if you do not have sufficient Trading
Resources to satisfy the IMR.

20.2. You agree to provide us and to maintain in your Account at all times such cash
collateral as is necessary to cover your Margin.

20.3. The IMR or Margin requirements are set out in the Market Information Sheets and
can be viewed by clicking on the “i“ (information) button located next to each ST
Product and may be changed from time to time by us, in our sole and absolute
discretion, including without limitation, during Exceptional Market Conditions. Any
changes to the IMR or Margin generally will be applied to each Open Position whether
opened before or after such amendment.

20.4. A Stop Loss Order or GS Order may not necessarily reduce the Margin required as
each Open Position is subject to the IMR.

20.5. CORE SPREADS may introduce new ST Products from time to time. The IMR or Margin
for such ST Products may not be published in the Market Information Sheets but will
be available either on the Core Spreads website or on request.

 


21. Margin Calls


21.1. If at any time your Trading Resources are not sufficient to cover in full your Margin
Requirement, we shall be entitled to make a Margin Call. Margin is due for payment
immediately upon a Margin Call being made.

21.2. Regardless of whether a Margin Call has been made, CORE SPREADS has the right to
close out your Open Positions when the Equity on your Account falls to or below 20%
of the Margin required to support those Open Positions. CORE SPREADS may execute
such closure of Open Positions in any sequence that it reasonably determines.

21.3. It is your responsibility to monitor your Open Positions and all other relevant factors
used to calculate Margin payable. We are not obliged to make Margin Calls at all or
within any specific time period. We shall not be liable to you for any failure by us to
contact you or attempt to contact you.

21.4. Margin Calls may be made in person, by telephone, telephone answering machine
message, voice mail, letter, fax, email or any other means of electronic
communication. If the contact details provided by you change in any way you must
immediately contact us to provide new or alternative contact details to ensure you
can be notified of Margin Calls. A Margin Call is deemed to have been made at the
first time we endeavour to contact you using the details supplied by you for that
purpose. Any message left on any electronic medium either mobile and telephone
answering machine using the designated numbers supplied by you will be deemed to
be evidence of a Margin Call having been made. Any fax requesting a margin payment
will be deemed received by you upon our receipt of a successful transmission
confirmation. Any email sent to you will be deemed received upon receipt by us of a
successful delivery notice.

21.5. If you fail to pay a Margin Call we may, but are not obliged to, close any or all of your
Open Positions at the Closing Price and close your Account and not accept any Orders
or open any further ST Transactions for you.

21.6. Notwithstanding that a Margin Call has not been met, we may in our sole and
absolute discretion allow your Open Positions to run and allow you to open new ST
Transactions. This will not affect our rights at any subsequent time to take any action
under this Agreement.

21.7. Notwithstanding any movements in the market that may reduce the Margin Call on
your Account you are still liable to pay the full Margin Call as originally requested
assuming you still have the same or similar Open Positions. We may take action and
close all or part of your Open Positions if you fail to pay a Margin Call. Any Open
Positions closed for such a reason shall be at our sole and absolute discretion. We
shall not be responsible for the subsequent market activity of any markets on ST
Transactions closed or left open.


21.8. CORE SPREADS may view late Margin payments as indicative of Client risk and at its
sole discretion may alter the amount of Margin required or close the Account.

21.9. You must not rely upon our right to demand payments of Margin as a method of
monitoring your Open Positions, as such monitoring is your responsibility and we
accept no liability for it and we shall not be required to issue a Margin Call and that
any demands, calls or notices made or given by us in any particular instance shall not
require us to make or give such demand, call or notice in another instance.

 

22. Account Settlement and Set Off


22.1. All other transaction fees and charges and any other monies that are accruable or
chargeable to your Account ("Charges"), Realised Profits and Realised Losses in a
currency that is not your Base Currency will be converted to your Base Currency at a
spot exchange rate determined in the sole and absolute discretion of CORE SPREADS.
Open Profit and Losses will not be converted to your Base Currency except for
purposes of display in your Account Summary.

22.2. If you have a negative Cash Balance, the full amount of that balance is due
immediately. Payment must be made in the currency in which the debit balance is
denominated (or by agreement with us and at an exchange rate designated by us the
amount may be transferred in a currency of your choice).

22.3. We will require immediate payment of any negative Cash Balance by either
telegraphic transfer, debit/credit card, direct debit or any other method of
immediate/electronic funds transfer acceptable to us and delivered to CORE SPREADS
by 4.30pm on the same Business Day that the negative Cash Balance became due.
We are entitled to refuse payment by cheque without notice and without giving any
reason.

22.4. We reserve the right to and shall be entitled to charge interest on all sums payable to
us under this Agreement which are not paid within 5 days of their due date until
payment is made in full, we shall charge you 2% per calendar month or part thereof
cumulative on the sum owed to us. We will require you to reimburse us for any and
all Losses we may suffer or incur if you fail to make payment when due for any reason
whatsoever.

22.5. We have the right to debit from your Account or any other account in which you hold
an interest any fees, interest or expenses incurred in respect to amounts owing to us.
All debts to us are recoverable in law. We will actively pursue any sum (whatever the
size) that is due.

22.6. We shall not pay you any Unrealised Profits and you may not use Unrealised Profits
to offset your obligation to pay Realised Losses.


22.7. We shall be entitled to keep hold of funds in your Account to cover negative Cash
Balances, Margin, any funds including, without limitation, cheques or credit card
payments, Unrealised Losses and Realised Losses and any other amounts due under
this Agreement.

22.8. We may at any time set off any liabilities owed by us to you against any amount owed
by you to us. We reserve the right, without notice to you and in our absolute
discretion, to consolidate any or all of your Accounts of whatever type or description
or any accounts in which you have a part or management function or oversight
interest to the extent permissible by law or regulation.

22.9. Without prejudice to any part of this Agreement we shall be entitled to require the
settlement of all Open Positions at any time and with immediate effect. Such
settlement shall be made at the Closing Price. The settlement amount in respect of
each ST Transaction shall be calculated by us in our sole discretion as the difference
between the opening and closing value of each ST Transaction.

22.10. For the avoidance of doubt, we shall be entitled at any time to deduct, without notice
or recourse to you, any monies deposited in or credited to your Account in error by
us or on our behalf.

22.11. We shall, on receipt of a request by you, transfer to you any funds standing on the
cash balance of your Account. However, we shall be entitled to deduct from any such
payment any and all outstanding amounts owed to us, and any bank charges incurred
in making the payment to you. We shall have absolute discretion in the choice of
payment gateway mechanism for remitting funds to you. Payments made to you will
be made by us in a timely manner. The time taken to receive your funds, especially
overseas territories, may vary and may be due to factors beyond our control such as,
but not limited to; checks conducted by your bank, local regulations and other
payment gateway systems requirements external to us. You acknowledge and agree
that we shall be under no obligation to make any payment to you if the amount of
such payment would reduce the equity on your Account to below the amount of
Margin required for you to maintain your open Transactions or result in a negative
balance on your Account.

22.12. Unless explicitly agreed in writing with you, and subject to any additional due
diligence requirements, we shall not transfer funds to any bank account other than
used previously to deposit with us. This includes distributions in payments on your
Account and, where an Account is funded with a credit or debit card, this means
payments back to that card or bank account associated with that card from which
your initial payments originated. Note that some card or payment portal providers
may restrict the amount of funds we can refund to you, for example where your
profits exceed your original deposit(s).

22.13. We will not send funds back to an unverified source.


22.14. We will not return funds to an expired card.

22.15. For a credit or debit card to be verified you must have made at least one deposit with
us using the card and the deposit must have fully passed through the fraud protection
measures of the card processor.

22.16. For a bank source to be verified you must:

• Provide a bank statement clearly showing your address and bank account
details (and if we request it, the statement should be certified), or
• Request that our bank make a source trace of the bank account you used to
make a previous bank deposit with us. A source trace can take up to 5
business days.


22.17. By default, when cards are used to make deposits, we will return subsequent
withdrawals to those verified sources until the source has a net balance between you
and us of at least zero. This may result in withdrawals being split between your cards.

22.18. You may request withdrawals to a specific verified source at the time of withdrawal
but we retain the right to allocate a withdrawal in order to comply with our anti-
money laundering and fraud prevention rules.

22.19. We aim to process withdrawals within 1 business day of any request being made.
Assuming there are no impediments, restrictions (e.g. unverified sources, but not
limited to this) and we can process the withdrawal, then the settlement time is
dependent on our bank, payment services gateway or card processor settling the
funds with your bank or card provider. This settlement time can vary significantly:

Card repayments:

• To Australian Clients typically take 2-3 business days but can take longer.
• To Non-Australian Clients typically take longer than 3 business days.
• We can only initiate a review with a card processor or payment services
gateway if your funds have not been received after 10 business days.


Bank transfer payments:

• To Australian banks typically take 1 business day to settle.
• To banks outside Australia typically take 3-5 business days to settle.


22.20. Without prejudice to any other rights to which we may be entitled, we may, at any
time and without notice to you, set off any amount (whether actual or contingent,
present or future) at any time owing between you and us. You are also entitled to


require us to exercise the right of set off in relation to all your Accounts and/or
positions which have been closed. If the right of set off has been exercised, all the
payment obligations will be consolidated into either an obligation for you to pay a
net sum to us or for us to pay a net sum to you, depending on whether there is
positive or negative balance on the Account.

 

23. Client Money


23.1. Any money you pay to us which comes within the scope of Part 7.8 Division 2,
Subdivision A of the Corporations Act, the "Client Money Rules", will be handled by
us in accordance with these rules. Please see our PDS which details how we comply
with the Client Money Rules.

23.2. You may request to withdraw money in excess of the Margin requirement from your
Account by telephone or in writing. CORE SPREADS requires written requests to be in
a form acceptable to us.

23.3. Unless otherwise agreed in writing between you and CORE SPREADS, you will not be
entitled to interest on the Account.

23.4. Due to fraud prevention measures and in accordance with money laundering
regulations CORE SPREADS will endeavour to refund monies back to where they came
from. Where monies have been deposited by card the cash will be returned to that
card where possible. Where not possible and where cash has been deposited using
BPAY or Electronic Funds Transfer (EFT) we may require sight of original bank
statements showing original fund transfer to CORE SPREADS before refunding to the
said bank account.

23.5. Where bank accounts have been closed, CORE SPREADS may require a letter from the
originating bank stating that the account has been closed and there are no funds
owing to the bank. Before CORE SPREADS will refund to a new bank account we may
require sight of the original deposit transfer statement from the closed account and
sight of an original new bank account statement.

23.6. Due to transfer costs CORE SPREADS, may refuse refunds under AUD$100 unless you
are closing your Account.

 

24. Fees and Charges


24.1. You agree to pay to us such sums of money as may from time to time be due to us
under this Agreement as a result of you placing an Order or entering into a ST
Transaction including, without limitation, any transaction fees and charges detailed
from time to time in the Market Information Sheets and such sums as may be
required in or towards clearance of any negative balance on your Account.


24.2. The transaction fees and charges applicable to placing Orders and entering into ST
Transactions and which you must pay to us under this Agreement are set out in the
PDS and the Market Information Sheets. Such transaction fees and charges include,
without limitation:

• Commission;
• Overnight Financing;
• Spreads;
• GS Order premiums;
• Exchange data fees;
• Bank fees;
• FX balance conversion fees; and
• Stock borrowing fees.


24.3. CORE SPREADS may amend the Market Information Sheets from time to time and it
is the Client’s responsibility to ensure that they are referring to the most up to date
version of our Market Information Sheets as available on the Core Spreads website.

24.4. In Exceptional Market Conditions, CORE SPREADS reserves the right to vary
Commission and Spreads on ST Products within the maximum levels as quoted in the
PDS at any time and to vary the Transaction Sizes without notice.

24.5. CORE SPREADS has the right to vary all transaction fees and charges as quoted in the
PDS and the Market Information Sheets but will provide 30 days' notice if such a
change is to be made.

24.6. If charges are imposed by a credit card or debit card provider (or any other provider)
used to deposit cash into your Account, we reserve the right to pass these charges on
to you. CORE SPREADS will not be responsible for any non-payment of these charges
and will not be liable for any proceedings or further charges resulting from non-
payment of such charges.

24.7. You agree that we may share commission and transaction charges with a Related
Body Corporate or other third parties or receive or pay remuneration from or to the
same in respect of an Order or ST Transaction. Details of any such remuneration or
sharing arrangements including, without limitation, where you have been introduced
to us through a third party will not be set out in the relevant Contract Note.

24.8. CORE SPREADS may from time to time support the cost of Exchange fees on behalf of
Clients but otherwise has the absolute right to charge the Client Exchange fees and/or
disable Accounts where such fees have not been paid. We may, in our sole and


absolute discretion, decide not to pass on Exchange fees where you have entered into
a certain number of ST Transactions in any given calendar month or where the value
of such ST Transactions exceed a certain level or for any other reason, each as
determined by us in our sole discretion.

24.9. CORE SPREADS requires you to maintain a minimum Cash Balance of AUD$100 and
we may subsequently deduct monthly data fees from an Account in any given month
where you have not traded to the extent that we may waive such fees. CORE SPREADS
may in its sole and absolute discretion disable any Account if: (1) the data fees are
not immediately received upon request; or (2) the Cash Balance is or becomes less
than AUD$50. Notwithstanding anything else in this clause, CORE SPREADS shall
retain the absolute right to disable or suspend or close any Account at any time in
accordance with clause 16.

24.10. We may make such deduction from your Account from time to time to satisfy other
obligations owing to us as specified under this Agreement or the PDS in accordance
with the Corporations Act and Corporations Regulations.

 

25. Overnight Financing


25.1. ST Transactions may be subject to Overnight Financing adjustments. Overnight
Financing fees and calculations are set out in detail in the PDS and the Market
Information Sheets.

25.2. Where Overnight Financing is applied to Open Positions, an adjustment is made to
the Account each time that the Open Positions are kept open Overnight, including
Open Positions kept open on non-Business Days. For the avoidance of doubt, an Open
Position held at the close of business on a Friday night will be charged for three days
of Overnight Financing.

25.3. Should an adjustment to the Account in accordance with clause 25.2 in relation to
Overnight Financing charges cause you to be unable to meet Margin requirements,
then CORE SPREADS reserves the right (but is not obliged) to close part or all of any
Open Position sufficient to bring the Account to a positive Trading Resource amount
or make a Margin Call. In this event, it shall be entirely at our discretion as to which
Open Positions are closed and which are retained. CORE SPREADS shall not be
responsible for any losses arising directly or indirectly in connection with actions
carried out in relation to this clause.

 

26. Telephone Recording


26.1. The Client authorises and consents to the recording of their conversations with us
including, but not limited to, conversation held by telephone, internet chat and


meetings. The Client agrees to the use of such recordings as evidence in litigation or
disputes. This clause authorises both parties to record but does not require either party
to do so or to provide any additional or further warning of such recording prior to the
recording. The recording of these conversations does not give the Client the right to
request a copy of the recording in the event of a dispute. Such recordings remain the
property of CORE SPREADS at all times.

 

27. Tax


27.1. You are liable for all taxes (Australian or foreign) that may arise as a result of or in
connection with a ST Transaction, whether under current or changed law or practice.
We are not liable for any of your tax liabilities or for providing information or advice
in respect of such liabilities and will not be responsible for notifying you of a change
in tax law or practice.

27.2. If we become liable to pay any tax on your behalf as a result of or in connection with
a ST Transaction (including but not limited to any withholding taxes payable) you will
reimburse us on demand in full for the amount of such tax paid by us. If we become
liable to pay any stamp duty, stamp duty reserve tax or any other similar
documentary tax or duty in any jurisdiction (collectively “Stamp Duty”) in respect of
an Underlying Instrument purchased or otherwise acquired by us or a Related Body
Corporate in order to hedge any ST Transaction between us and you, you will
reimburse us on demand in full for the amount of Stamp Duty paid by us or such
Related Body Corporate.

27.3. You will indemnify us and hold us harmless for and against all costs, claims, demands
and expenses arising as a result of or in connection with (i) any failure by you to
reimburse us in accordance with clause 27.1 or 27.2 and (ii) any late payment or non-
payment of any tax or Stamp Duty payable by you in respect of a ST Transaction
executed by you.

 

28. Events of Default


28.1. Each of the following may constitute an “Event of Default”:

a. your failure to make any payment (including any payment of Margin) to us in
accordance with this Agreement;
b. your failure to perform any obligation due to us;
c. where you have negative Trading Resources;
d. if you are an individual, upon your death or your incapacity;

 

e. where any representation or warranty made by you in this Agreement is or
becomes untrue;
f. where you are or become subject to an Insolvency Event;
g. any other circumstance where we reasonably believe that it is necessary to
take any action to protect our position or the position of any of our Clients
from any risk we reasonably perceive; or
h. any other circumstance where we reasonably believe that it is necessary or
desirable to prevent or address what might be a violation of the Governing
Legislation or to ensure that good market practice is followed.


28.2. If an Event of Default occurs we may, in our sole and absolute discretion and at any
time, take one or more of the following actions without prior notice:

a. treat any and all of your ST Transactions then outstanding as having been
repudiated by you and close or part-close all or any of your ST Transactions at
the Closing Price;
b. convert any cash balances on your Account into the Base Currency;
c. retain any cash, investments (including any interest or other payment payable
thereon) or other assets due to you, and/or sell them without notice to you at
such price and in such manner as we, acting reasonably, decide, applying the
proceeds of sale and discharging the costs of sale and the sums secured under
this clause 28.2;
d. charge you interest on any money due, from close of business on the date
when monies first fell due until the date of actual payment at a rate of 2% per
calendar month on the total cumulative sum owing;
e. close your Account and refuse to accept any Orders or to enter into any further
ST Transactions; and
f. if you have failed to make a payment when due, inform your partner,
employer, any professional, regulatory or other organisation with which you
are associated or any person who we believe to have an interest in knowing
such facts of the amount of such overdue sum, the circumstances thereof, the
fact that you have failed to make payment, and any other relevant facts or
information. By entering into this Agreement you expressly consent to any
such disclosure of this data by us in the circumstances set out herein.


28.3. If we take any action under clause 28, unless in our sole and absolute discretion we
consider it necessary or desirable to do so without prior notice by you, we will, where
reasonably possible, take steps to advise you before exercising such rights. However,
any failure on our part to take such steps will not invalidate the action taken by us
under clause 28.

 

29. Client Risk Acknowledgment


29.1. By submitting the Application Form and entering into this Agreement, the Client
acknowledges that:

a. they are familiar with and understand the nature and mechanics of ST trading
including, without limitation, how to place Orders and enter into ST
Transactions;
b. they recognise and understand that trading in ST Products is highly
speculative and involves an extreme degree of risk and the Client is familiar
with and understands the risks associated with trading in ST Products as set
out in the PDS; and
c. they may incur a loss which is far greater than the amount it has invested and
is only appropriate for those that can risk losing more than they have
invested.

 

30. Warranties & Undertakings


30.1. By submitting the Application Form and entering into this Agreement, the Client
represents and warrants that:

a. where the Client is a natural person:
i the Client has the legal capacity to execute this Agreement; and
ii no one except the Client has an interest in the Client's Account,
other than as notified to CORE SPREADS in writing or as otherwise
provided in this Agreement;
b. where the Client is a body corporate:
i the Client has the status of a corporation validly existing under the
laws of the place of its incorporation; and
ii the Client has the power and authority to enter into and perform
its obligations under this Agreement and to place Orders and enter
into ST Transactions;

 

c. where the Client is a partnership:
i the Client has power and authority to deal in STs; and
ii the persons executing this Agreement have full power and
authority to execute this Agreement on behalf of the Client;

 

 


d. this Agreement is enforceable against the Client in accordance with its terms,
subject to any equitable remedies or any applicable bankruptcy, insolvency,
reorganisation or moratorium or similar laws affecting parties' rights generally;
e. the execution and performance by the Client of this Agreement or any action
contemplated under this Agreement will not violate in any material respect
any provision of:
i the Governing Legislation;
ii any law or treaty or any judgment, ruling, order or decree of any
governmental agency binding on it;
iii if a corporation, its constitution or other constituent documents;
or
iv any other document or agreement which is binding upon it or its
assets;

 

f. all information provided by it to CORE SPREADS in connection with this
Agreement (including in the Application Form) is true and accurate in all
material respects as at the date when the information is provided and remains
so at the date of this Agreement and there are no facts or circumstances
known to the Client after proper inquiry which have not been disclosed to
CORE SPREADS and which, if disclosed, might reasonably be expected to
adversely affect the decision of CORE SPREADS to enter into this Agreement;
g. the Client shall advise CORE SPREADS promptly if the Client is or becomes an
employee of any corporation in which any Exchange owns a majority of the
capital stock, any member of any Exchange, any firm registered on any
Exchange, any futures commission merchant, any broker/dealer, any holder of
an Australian financial services licence authorised to deal or make a market in
derivatives, an agent for any regulatory authority, or any bank or savings
institution, and CORE SPREADS agrees to provide email copies of Contract
Notes to such employers upon receipt of such instruction;
h. there is no current or pending or threatened action affecting the Client or any
of its assets before a court, tribunal, government agency, commission or
arbitrator which is likely to affect the legality, validity or enforceability of this
Agreement, or any Trade undertaken pursuant to this Agreement, or the ability
of the Client to fulfil its obligations in respect of this Agreement;
i. the Client is not a resident of the United States of America or a company or
business incorporated under the laws of a State of the United States of
America or located within the jurisdiction of the United States of America;

 

j. all copies of documents and agreements given by or on behalf of the Client to
CORE SPREADS constitute true, accurate and complete copies and those
documents and agreements are in full force and effect;
k. the Client has complied with all law and binding authorisations;
l. the financial information disclosed in the Application Form is a true and
accurate statement of the Client's current financial position and Net Worth;
and
m. CORE SPREADS is authorised to contact such references as it deems
appropriate to verify the information supplied by the Client in the Application
Form.


30.2. You will enter into each ST Transaction with us as principal and not as an agent for
any other third party. You will be solely responsible for all obligations arising out of a
ST Transaction, and we will treat you as a Client in relation to the ST Transactions at
all times. You will not allow any person to deal or manage your Account on your
behalf unless we agree that such a person (the “Attorney”) may do so. In some
circumstances, an executor or insolvency practitioner may be empowered to conduct
activities on your Account.

30.3. If we agree that an Attorney may act on your behalf, we will be entitled to rely on any
instructions given to us by the Attorney in relation to your Account. We may require
confirmation that the Attorney has authority to act on your behalf at any time. If you
act in connection with or on behalf of someone else, whether disclosed or not, we
will not accept such person as an indirect customer of ours and will accept no
obligation to them unless otherwise specifically agreed.

30.4. Each of the representations and warranties set out in this clause 31 shall be deemed
to be repeated by the Client each time the Client places an Order or enters into a ST
Transaction.

30.5. If any Loss is incurred by you or by CORE SPREADS due to your breach of any warranty
as set out herein you shall be liable to us for the total sum involved.

 

31. Limitation of Liability and Indemnities


31.1. Unless otherwise specified in this Agreement, this Agreement does not limit or
exclude any liability incurred as a result of fraud, wilful default or dishonesty by CORE
SPREADS.

31.2. We shall not be liable to you or any person for any Loss (including any incidental,
indirect or consequential Loss) whether arising out of negligence, breach of contract,
misrepresentation or breach of applicable laws or regulations, incurred or suffered
by you under or in connection with this Agreement, any Order or ST Transaction or


any of our dealings with you (including any Order not accepted by us) and irrespective
of whether or not you or any other person have been informed of the possibility of
such Loss. Without limiting the generality of the foregoing, under no circumstances
will we be liable to you or any person for any indirect, consequential, special or
exemplary loss or damage including any loss of profits, loss of goodwill, loss of
business opportunity or reputational damage.

31.3. We shall not be liable for any Loss suffered or incurred by you as a result of any error
in any Order, instruction or information given by you or an Authorised Person, as a
result of us acting on any Order or instruction which is, or appears to be, from such
Authorised Person.

31.4. You agree to fully indemnify CORE SPREADS and its affiliates (and in respect of each,
their respective officers and employees) on demand against any and all liabilities,
costs, claims, damages and expenses of any nature whatsoever which we or our
affiliates (or in respect of each, their respective officers and employees) may suffer
or incur directly or indirectly (including those incurred to an Exchange, clearing house
or other regulatory authority) as a result, or in connection with, or arising out of:

i this Agreement and any other agreement between the Client and
CORE SPREADS or our affiliates;
ii any ST Transaction effected with you or on instructions by you or
an Authorised Person,
iii without limiting the foregoing, any breach by you of your
obligations under this Agreement or any ST Transaction;
iv any representation or warranty by you or an Authorised Person
proving to be incorrect in any material respect when made or
repeated, or deemed to have been made or repeated; and
v any claims, actions, proceedings or investigations arising out of or
in connection with this Agreement or any ST Transaction
hereunder.


31.5. You acknowledge and agree that there are significant risks in trading through
computer and telecommunications systems and agree that none of CORE SPREADS
and our authorised officers, employees or agents are responsible for any Loss caused
or contributed to by:

i a delay in, malfunction of, interruption to, fault in or inaccuracy of
computer or telecommunication services;
ii inaccuracies or errors in the information conveyed through
computer or telecommunication services; or
iii a variation to the way in which Orders placed with computer or
telecommunication services are managed.

 

31.6. None of CORE SPREADS and our authorised officers, employees and agents are
responsible for any Losses caused or contributed to by any delay or error in the
transmission or execution of any transaction contemplated by this Agreement that is
caused by you or any third party, including but not limited to trading floor or exchange
system operational failure or action, bank delay, postal delay, failure or delay of any
fax or electronic transmission or delay caused by accident, emergency or Act of God.

31.7. No warranty is provided by CORE SPREADS or any of its authorised officers,
employees and agents in relation to information sourced from third parties, and all
information provided by CORE SPREADS to you is for your private use and is not to be
communicated to any third party without the prior written consent of CORE SPREADS.

31.8. None of CORE SPREADS and its authorised officers, employees or agents are
responsible for any Loss incurred by you as a result of:

i any delay in transmitting or failure to transmit funds caused by
reasons beyond CORE SPREADS’s control; or
ii CORE SPREADS’s failure to timely execute Orders placed with it or
to transact business or otherwise administer this Agreement in the
manner contemplated for reasons beyond its control (including
exchange control or other government restrictions, exchange or
market rulings, suspension of trading, power failure,
telecommunication or computer failure, strikes or war);
iii CORE SPREADS using, paying or depositing your money or other
property paid or delivered to us as agent or as principal in
connection with electronic trading platforms such that those
monies or other property are paid to, deposited with or otherwise
transferred in any way to a trading counterparty or agent
(including a custodian or intermediary broker or other
intermediary which provides financial services or ancillary
services) of CORE SPREADS, whether or not specifically disclosed
to you (and whether CORE SPREADS or the trading counterparty
acts as agent or as principal with respect to the other, or CORE
SPREADS acts as agent for you);
iv a transaction whose specific limits of liability of CORE SPREADS or
any of its agents are notified to the Client from time to time.


31.9. References to ST Transactions, instructions given by you or an Authorised Person,
services to be provided to you or breaches by you of your obligations include ST
Transactions entered into by, instructions given, services to be provided to, and
breaches by, an agent acting on your behalf.

 


32. Force majeure


32.1. Neither party is liable for any failure to observe its obligations under this Agreement
where such failure is wholly or substantially due to a Force Majeure Event, provided
that the party seeking to rely on the benefit of this clause (the “Affected Party”):

a. as soon as reasonably practicable, notifies the other party of the extent to
which it is unable to perform its obligations; and
b. uses its reasonable endeavours to mitigate the adverse effects of the Force
Majeure Event and perform its obligations under this Agreement.


32.2. Where the Force Majeure Event prevents the Affected Party from performing a
material obligation under this Agreement for a period greater than two Business
Days, then the other party may by notice to the Affected Party terminate this
Agreement, which will be effective immediately, unless otherwise stated in the
notice.

32.3. If CORE SPREADS determines that a Force Majeure Event has occurred, it may:

a. close out any or all Open Positions;
b. void and cancel or execute any Order;
c. adjust the price or size or quantity of any Open Position;
d. suspend trading or alter Trading Hours;
e. not accept any Order;
f. vary Margin Requirements, minimum and maximum Transaction Sizes,
Quotes and Spreads;
g. require immediate payment of all amounts owed to CORE SPREADS under
this Agreement or otherwise;
h. void and cancel any Open Position where the Underlying Instrument to which
the Open Position relates is suspended or cancelled on the Exchange or by
the relevant Liquidity Provider or otherwise; or
i. do or omit to do anything it believes reasonable to protect it and its other
Clients.


32.4. CORE SPREADS will not be liable for any Loss incurred as a result of any Force
Majeure Event.

 

 

 


33. Conflicts of Interest


33.1. CORE SPREADS may have a material interest, relationship or arrangement in respect of
any Order placed by you or ST Transaction entered into. We maintain a Conflict of
Interest policy which is available on request.

 

34. Counterparties and Introducers


34.1. CORE SPREADS may instruct a Counterparty or third party in its sole and absolute
discretion to give effect to your Order or instructions. Such a situation may arise if,
for example, CORE SPREADS is not a member of a particular Exchange on which the
Underlying Instrument to which the ST Transaction relates is traded. CORE SPREADS
will not be responsible for errors committed by such third parties.

34.2. If you have been referred to CORE SPREADS by an Introducer, CORE SPREADS is not
responsible for any agreement made between you and the Introducer unless and, to
the extent that, CORE SPREADS is a party to that agreement.

 

35. Cooling off


35.1. The "cooling off" provisions contained within the Corporations Act do not apply to any
Orders or ST Transactions.

 

 

36. Complaints and Disputes


36.1. If you have a complaint or a query, you should contact us using our contact details. If
the complaint cannot be resolved at this first point of contact, you should contact the
Complaints Officer at:

 

Complaints Officer

Core Spreads

Level 13, Macquarie House

167 Macquarie Street

Sydney, NSW 2000

36.2 If your complaint cannot be resolved to your satisfaction within 45 days, you can direct the complaint:

 To the Financial Ombudsman Service Australia if lodged before 1 November 2018:

Online:    www.fos.org.au

Email:     info@fos.org.au

Phone:    1800 367 287 (free call)

Mail:        Financial Ombudsman Service Australia

               GPO Box 3, Melbourne VIC 3001

 To the Australian Financial Complaints Authority if lodged on or after 1 November 2018:

Online:    www.afca.org.au

Email:     info@afca.org.au

Phone:    1800 931 678 (free call)

Mail:      Australian Financial Complaints Authority

               GPO Box 3, Melbourne VIC 3001

Time limits may apply to complain to FOS or AFCA and so you should act promptly or otherwise consult the FOS and AFCA websites to find out if or when the time limit relevant to your circumstances expires.

 

37. Privacy


37.1. In the course of conducting business with the Client, and in compliance with the Anti-
Money Laundering and Counter-Terrorism Financing Act 2006 (Anti-Money
Laundering Laws), CORE SPREADS collects personal information about the Client.
Personal information that CORE SPREADS may collect includes the Client's name,
address, phone number, email address, date of birth and information regarding
products and Services the Client enquires about or trades with CORE SPREADS.

37.2. Any information obtained from the Client is used only for these purposes and is not
disclosed to any other organisation except as set out below, with the Client's consent
or as permitted or required by law.

37.3. CORE SPREADS may provide the Client's information to a company related to us,
whether located in Australia or overseas.

37.4. If the Client does not provide CORE SPREADS with all the information we consider
compulsory, we may be unable or limited in the financial products it can provide to
the Client.

37.5. The Client confirms that it has read the privacy disclosures made in the Application
Form and the PDS and acknowledges that:

a. CORE SPREADS collects information about the Client to conduct business with
the Client and to comply with Anti-Money Laundering Laws;
b. if the Client does not give all the information requested by CORE SPREADS, we
may not be able to provide financial Services or products to the Client; and
c. Clients may gain access to any personal information CORE SPREADS holds
about them by notice to CORE SPREADS.


37.6. The Client consents to:

a. CORE SPREADS exchanging information about the Client with:

 

i any Related Body Corporate of CORE SPREADS whether they are
located in Australia or in a foreign jurisdiction;
ii any employees, agents, contractors or other service providers of
CORE SPREADS including any entity involved in any restructure or
transfer of its business; and
i to provide the Client with further information of any services or
products provided by CORE SPREADS;
ii either to conduct market research or to contact the Client as
provided for under the Agreement; or
iii to comply with any statutory or regulatory disclosure
requirements;

 

 

 


b. the people or organisations described in the clause above, where applicable,
using the Client's information:
c. CORE SPREADS disclosing any information about the Client as required by law
or any governmental or regulatory authority (including, without limitation, any
relevant securities exchange) or by any court or other authority of competent
jurisdiction.


37.7. If the Client wishes to access or modify personal information which CORE
SPREADS holds about the Client or the Client requests its removal from its records,
the Client may contact us using the following contact details:

 

Client Support: +61(0)2 80466473

Email: enquiries@corespreads.com.au

 

Address: Core Spreads

Level 13, Macquarie House,

167 Macquarie Street

Sydney, NSW 2000

38. Amendments


38.1. CORE SPREADS is entitled to amend this Agreement at any time by giving you written
notice. If an amendment relates to an increase in our fees or charges, we will give 30
days' notice of the amendment in accordance with the Corporations Act. In the event
of any other amendment, we will only give notice of the amendment when the
amendment is made. This notice may be provided to you in an email, via the Trading
System or via any other means as determined by CORE SPREADS.

 


39. Termination


39.1. This Agreement will remain in force until terminated.

39.2. You are entitled to terminate this Agreement by giving at least one Business Day’s
prior written notice to us provided that an Event of Default has not occurred and no
event, which with the giving of notice or the lapse of time or both, would constitute
an Event of Default has occurred. We are entitled to at any time terminate this
Agreement by giving written notice to you of the termination. Any outstanding or
accrued rights, remedies and obligations under this Agreement or the existence and
enforceability of any Open Positions will remain open until closed in accordance with
this Agreement. Any such termination will be without prejudice to CORE SPREADS's
rights to all Margin (including for the avoidance of doubt the right to demand further
Margin in respect of the Open Positions).

39.3. At any time after termination of this Agreement, CORE SPREADS may, without notice
to you, close any and all Open Positions at the Closing Price. This Agreement will apply
until all Open Positions and obligations of the parties under this Agreement has been
finally, unconditionally and irrevocably discharged.

39.4. Upon termination of this Agreement, any and all amounts payable by you to us will
become immediately due and payable. CORE SPREADS will deduct all amounts due to
us before transferring any credit balances in respect of any Account to you and will
postpone any transfer until all ST Transactions are closed. Furthermore, CORE
SPREADS may require you to pay any charges incurred in transferring your credit
balances to you.

39.5. Termination of this Agreement will not affect any provision under this Agreement
that is intended to survive termination, including, without limitation, those provisions
granting any indemnity in favour of CORE SPREADS.

 

40. Notices


40.1. CORE SPREADS may communicate or give notice to the Client in such manner as CORE
SPREADS reasonably deems appropriate. All correspondence, documents, written
notices, confirmations and statements will be sent or transmitted by CORE SPREADS
to the Client at the address, fax number, or email address specified on the Application
Form or to such other address or number as the Client may subsequently notify to
CORE SPREADS in writing and which CORE SPREADS confirms to the Client as having
been received.

40.2. The Client must provide all notices required to be provided to CORE SPREADS under
this Agreement to CORE SPREADS by mail or email using the contact details below:

 

Address: Client Support


Core Spreads

Level 13 Macquarie House

167 Macquarie Street

Sydney, NSW 2000

 

Email: enquiries@corespreads.com.au

 

40.3. Any notice, communication or demand sent by post will be deemed delivered five
Business Days after posting and any notice, communication or demand delivered by
electronic messaging system or email will be deemed given upon transmission
confirmation. Notwithstanding the foregoing, any notice, communication or demand
delivered through the Trading Platform is deemed to be delivered on the day it is first
uploaded on the Trading Platform.

 

For the avoidance of doubt, if any notice, communication or demand is delivered
by more than one means, then the notice, communication or demand is deemed
to be delivered on the first time applicable by operation of clause 40.3.

 

41. No Waiver


41.1. A party does not waive a right or remedy in connection with this Agreement if it:

a. fails to exercise its right or remedy;
b. only partially exercises the right or remedy; or
c. delays in exercising the right or remedy.


41.2. A party which exercises a single right or remedy or partially exercises a right or
remedy maintains its right to:

a. further exercise the right or remedy; or
b. exercise another right or remedy.


41.3. A waiver is effective only if in writing and properly signed by or on behalf of the party
to be bound and is effective to the extent that the party giving it expressly states in
writing.

41.4. For the avoidance of doubt, where CORE SPREADS has provided any waiver in
connection with this Agreement, such waiver will be without prejudice to any
existing, future or contingent rights or remedies that CORE SPREADS have or may
have.


42. Assignment


42.1. You may assign this Agreement or any part of this Agreement with the written consent
of CORE SPREADS which it may withhold in its absolute discretion.

42.2. CORE SPREADS may assign any or all rights and/or obligations under this Agreement
at its discretion.

43. Miscellaneous


43.1. A word or provision in this Agreement must be read down if:

a. the word or provision is void, voidable, or unenforceable if it is not read
down; and
b. the word or provision is capable of being read down.


43.2. A word or provision must be severed if, despite the operation of clause 43.1, the
Agreement or provision is void, voidable or unenforceable if the word or provision is
not severed.

43.3. The remainder of this Agreement has full effect even if clause 43.1 applies.

43.4. All representations and warranties in this Agreement survive the completion of ST
Transactions contemplated by this Agreement.

43.5. A party's right or obligation which is of a continuing nature or which is not fully
satisfied and discharged on completion of any ST Transaction contemplated by this
Agreement:

a. does not merge on completion of that ST Transaction;
b. continues in favour of the party to which it is owed; and
c. remains in full effect.


44. Governing Law


44.1. This Agreement is governed by the law in force in New South Wales. The parties submit
to the jurisdiction of the Courts of New South Wales.

45. Entire Agreement


45.1. This Agreement, the Account Application Form, the PDS, the Financial Services Guide
and any additional terms and conditions as determined and notified to you from time
to time contain the entire agreement between the parties with respect to its subject
matter. It sets out the only terms relied on by the parties and supersedes all earlier


conduct and prior agreements and understandings between the parties in connection
with its subject matter.

46. Glossary


46.1. In this Agreement (and in addition to expressions defined elsewhere on the Core
Spreads website) the following words and expressions shall have the following
meanings unless the context requires otherwise:

 

 

 

 

 

 

“Account”

means the trading account held by you with CORE SPREADS for the purposes of
trading ST Products;

"Agreement"

means this Client Agreement between you and CORE SPREADS, as amended from
time to time;

“Affected Party”

has the meaning set out in clause 32.1;

“AFSL”

means an Australian financial services licence as defined in section 761A of the
Corporations Act and is issued by the Australian Securities & Investments
Commission;

“Application
Form”

means the application form supplied by CORE SPREADS to open your Account;

“ASIC”

means the Australian Securities & Investments Commission or any regulatory body
which replaces it or performs its functions;

“Ask Price”

 

“Attorney”

means the price at which you can buy a ST Transaction and is always the higher of
the two prices Quoted;

means an executor, insolvency practitioner or liquidator approved by us who is
empowered to act your behalf;

“Australian
Dollars”

means the lawful currency of Australia;

“Authorised
Person”

means a person authorised by you or purports to be authorised by you to give
instructions in relation to your Account including giving Orders, entering into ST
Transactions and withdrawing cash;

“Base Currency”

has the meaning set out in clause 5.8;

“Bid Price”

 

means the price at which you can sell a ST Transaction and is always the lower of
the two prices Quoted;

“Business Day”

means any day which is not a weekend or public holiday;

“Cash Balance”

means the cash that you hold in your Account and does not include Open Position
P&L;

"Charges"

has the meaning as set out in clause 22.1;

 


“Closing Price”

means the closing price of the ST Transaction as determined by CORE SPREADS in
good faith based on current and anticipated market conditions;

“Commission”

means the commission, charges or other remuneration in connection with the
opening or closing of a ST Transaction as disclosed and as notified to you from
time to time;

“Contract Note”

refers to a trade confirmation;

“Contract
Period”

means the contract period for a Future ST as set out in the Market Information
Sheets;

“Corporations
Act”

means the Corporations Act 2001 (Cth);

“Counterparties”

mean banks, Exchanges and brokers through whom CORE SPREADS may trade to
cover its ST risk;

“Client”

means a person who has opened an Account with CORE SPREADS and has agreed to
be bound by this Agreement;

“Client
Agreement”

means this agreement between CORE SPREADS and you, as amended from time to
time;

“Client Money”

refers to the cash in your Account which is held by CORE SPREADS in accordance
with clause 23;

“Dealer”

 

“Equity”

means an employee or officer of CORE SPREADS and a Related Body Corporate who
is able and qualified to accept Orders and enter into ST Transactions;

means that real time valuation of your Account at any one time. It is your Cash
Balance plus or minus Open Position P&L plus any Credit allocation where
applicable;

“Events of
Default”

have the meaning given in clause 28.1;

 

“Exceptional
Market
Conditions”

means the suspension, closure, liquidation, imposition of limits, special or unusual
terms, excessive movement, volatility or loss of liquidity in any relevant market,
Exchange, Liquidity Provider or Underlying Instrument, or where CORE SPREADS
reasonably anticipates any of the above circumstances are about to occur;

“Exchange”

has the same meaning as "financial market" under section 767A of the Corporations
Act and includes any futures, derivatives or stock exchange or other organised
market for Transactions in financial products whether or not licensed or approved;

“Force Majeure
Event”

will include, without limitation, the following:

(a) any event or occurrence including, without limitation, strikes, industrial action,
war, sabotage, terrorist activity, national emergency, blockades or government
action, an act of God;

(b) any breakdown or failure of any transmission or supply of communications or
other infrastructure or equipment or computer facility or trading software,
whether belonging to us, you, an Exchange or Liquidity Provider or any
settlement or clearing system;

(c) the suspension, closure, liquidation, imposition of limits, special or unusual
terms, excessive movement, volatility or loss of liquidity in any relevant
Underlying Instrument, Exchange or Liquidity Provider to which the Order or

 


ST Transaction relates or where CORE SPREADS reasonably anticipates any of
the above circumstances are about to occur;

(d) any event or occurrence which prevents compliance with the Governing
Legislation, law or the applicable regulatory system, an emergency or
exceptional market conditions; or

(e) any other event or circumstance which, in our reasonable opinion, prevents an
orderly trading market being maintained in relation to your Orders or ST
Transactions;

“FSG”

means the financial services guide prepared by CORE SPREADS, as amended from
time to time;

“Future ST”

means a ST Transaction in which the Underlying Instrument that relates to it is a
derivative futures contract traded on an Exchange;

"Futures
Settlement Date"

means the expiry date and time of a Future ST as set out in the Market Information
Sheets and where such date is not a Business Day it will be the Business Day
immediately preceding the Futures Settlement Date unless otherwise specified in
the Market Information Sheets;

"Futures
Settlement Price"

means the price which we use in order to close a Future ST on the Futures
Settlement Date as defined under settlement details in the Market Information
Sheets;

“FX ST”

means a ST Transaction where the underlying instrument relates to the value and
fluctuation of one currency in relation to another currency;

“Gapping”

refers to an Order being executed at a price other than the price specified in the
Order because the Quote moves from one price to the next price through the Order
level and CORE SPREADS is unable to execute the Order at that price. Gapping can
occur for the following reasons, including, without limitation:

a. during Exceptional Market Conditions;
b. where the relevant Underlying Instrument to which the Order relates has
opened at a price significantly different to the closing price of the previous
Trading Session or has gapped significantly due to a piece of economic,
political, environmental or corporate news;
c. when the Underlying Instrument has temporarily ceased trading on the
relevant Exchange and then re-opened at a Quote that is through the relevant
Order; or
d. where the size of the Order was greater than the normal market size at which
CORE SPREADS was reasonably able to trade in the Underlying Instrument.


“Governing
Legislation”

means the Corporations Act and the regulations made under it and all applicable
financial services laws (as defined by section 761A of the Corporations Act);

“Guaranteed
Stop Order or GS
Order”

has the meaning set out in clause 8.1(e);

“Hedging
Disruption”

means circumstances where we are unable, after using commercially reasonable
(but no greater) efforts, to (1) acquire, establish, re-establish, substitute, maintain,
unwind, or dispose of any transaction or asset it deems necessary to hedge any risk
related to or in connection with a relevant ST Transaction; or (2) realise, recover or
remit the proceeds of any such transaction or asset;

 


“Initial Margin
Requirement or
IMR”

means the amount of Margin required to open a position;

 

“Insolvency
Event”

means any of the following events:

(a) in the case of a corporation:

(i) the corporation is dissolved (whether pursuant to Chapter 5A of the
Corporations Act or otherwise);

(ii) a controller, liquidator, provisional liquidator, trustee or administrator is
appointed in respect of the corporation or any of its assets;

(iii) an application is made to a court or a meeting is convened, or a resolution
is passed (or notice is given of such meeting or resolution) or a notice is
issued or any other step is taken by any person for the corporation to be
wound up or dissolved or for the appointment of a liquidator, provisional
liquidator, trustee or administrator to the corporation or any of its assets;

(iv) the corporation:

(A) decides to enter into, or enters into, a scheme of arrangement, a deed
of company arrangement or composition with its creditors or an
assignment for their benefit;

(B) proposes or is made subject to a moratorium of its debts; or

(C) takes proceedings or actions similar to any of those mentioned in this
paragraph and as a result of which any of the corporation's assets are,
or are proposed to be, submitted to the control of its creditors;

(v) the corporation seeks or obtains protection from its creditors under any
statute or any other law;

(vi) the corporation is unable to pay all of its debts as and when they become
due and payable or is deemed to be insolvent under any provision of the
Corporations Act or any other statute or law;

(vii) any attachment, distress, execution or other process is made or levied
against any asset of the corporation;

(viii) the corporation ceases to carry on all or a substantial part of its business
(or threatens to do so); and

(ix) an event occurs in relation to the corporation which is analogous to
anything referred to above or which has a substantially similar effect; and

(b) in the case of a natural person, the person:

(i) dies;

(ii) becomes, or is declared by a medical practitioner (who is registered to
practice in an Australian State) to be mentally or physically incapable of
managing his or her affairs;

 


(iii) is or states that he or she is unable to pay all of his or her debts when they
become due and payable;

(iv) enters into, attempts to enter into, or convenes a meeting for the purpose
of entering into, an arrangement, assignment or composition with his or
her creditors; and

(v) an event occurs in relation to the person which is analogous to anything
referred to in this definition or which has a substantially similar effect; and

(c) in the case of a partnership:

(i) an event described in (a) or (b) above occurs in relation to one or more
partners in the partnership;

(ii) the giving of any notice of intention to dissolve or wind-up the partnership,
or the giving of any notice purporting to dissolve or wind-up the
partnership; and

(iii) the partnership is dissolved or wound up by operation of law.

“Introducer”

means a third party who refers or introduces prospective Clients to us;

“Last Trading
Day”

means the last time and date as set out in the Market Information Sheets that you
can close an Open Position in a Future ST;

“Limit Order”

has the meaning set out in clause 8.1(c);

“Liquidity
Provider”

means a bank or other financial institution or third party that provides executable
two-way quotes in respect of relevant Underlying Instruments to which the ST
Products relate on a continuous and regular basis;

“Loss”

means any loss, cost, claim, damages (whether compensatory, exemplary or
punitive) or expenses, including fees and expenses of legal counsel;

“Manifest Error”

has the meaning set out in clause 13;

“Margin”

means the amount of cash collateral we require to be deposited on your Account at
any given time to open and maintain an Open Position;

“Margin Call”

 

“Margin Forex”

means a demand for cash collateral by way of Margin as CORE SPREADS may require
for present, future or contemplated ST Transactions under this Agreement;

refers to foreign exchange contracts which are leveraged products:

“Margin
Requirement”

means the aggregate amount of Margin required and being used for all Open
Positions at any one time in your Base Currency;

“Market
Information
Sheets”

refers to the documents available on the Core Spreads website that detail all the
information and specifications pertaining to all ST Products offered by us;

“Merger Event”

means in respect of any Underlying Instrument:

(a) any reclassification or change of the Underlying Instrument that results in a
transfer of or an irrevocable commitment to transfer all outstanding securities
of the same class as the Underlying Instrument to another entity or person,

(b) consolidation, amalgamation, merger or binding share exchange of the issuer
of the relevant Underlying Instrument with or into another person (other than
a consolidation, amalgamation, merger or binding share exchange in which

 


such issuer is the continuing person and which does not result in a
reclassification or change of all outstanding securities of the same class as the
Underlying Instrument);

(c) takeover offer, tender offer, exchange offer, solicitation, proposal or other
event by any entity or person to purchase or otherwise obtain 50% or more of
the outstanding securities of the same class as the Underlying Instrument that
results in a transfer of or irrevocable commitment to transfer all such
securities (other than such securities owned or controlled by such other entity
or person); or

(b) any consolidation, amalgamation or merger of, or binding exchange of shares
in the issuer of the Underlying Instrument or its subsidiaries with or into
another person in which the issuer is the continuing person and which does
not result in a reclassification or change of all outstanding securities of the
same class as the Underlying Instrument but results in the securities
outstanding (excluding securities owned or controlled by such other person)
immediately prior to such event collectively representing less than 50% of the
outstanding securities immediately following such event;

“Net Worth”

means the sum of your cash or cash equivalents, securities, real estate, the value of
life insurance policies and other valuable assets owned, less all outstanding
obligations, including but not limited to, notes secured or unsecured, that are
payable to banks and other entitled or individuals, liens against property, both real
and personal, and all other personal or business debts, but excludes the value of
the Client’s primary residence;

“Open Position”

means a ST Transaction that is active and open and has not been closed by you or
us or otherwise in accordance with this Agreement;

“Open Position P
& L”

means the aggregate amount of Unrealised Profit and Unrealised Loss on all Open
Positions at any one time in your Base Currency;

“Order”

 

“Order to Open”

means an instruction by you to open or close a ST Transaction and may include a
Trade, Order to Open, Limit Order, Stop Loss Order or GS Order;

has the meaning set out in clause 8.1 (b);

“Overnight”

 

“Overnight
Financing”

refers to the time at which you are deemed to be holding an Open Position for the
purposes of Overnight Financing;

means a financing adjustment made to your Account when you hold an Open
Position Overnight including Overnight on a non-Business Day, a Saturday or
Sunday and any bank or public holiday;

“PDS”

means the product disclosure statement prepared by us for the purpose of offering
STs, as amended, supplemented or replaced by us from time to time;

“Pricing Error”

means a manifest or obvious misquote by CORE SPREADS, Exchange, Liquidity
Provider or official price source on which we have relied in connection with any ST
Transaction, having regard to the current market conditions at the time an Order is
placed as determined by us;

“Quote”

is the Bid Price or Ask Price (as the case maybe) quoted by CORE SPREADS from time
to time for each ST Product;

“Realised Loss”

means the cash loss realised by you when you close an Open Position;

“Realised Profit”

means the cash profit realised by you when you close an Open Position;

 


“Related Body
Corporate”

has the meaning given by the Corporations Act;

“Roll-over” or
“Rolled”

means the action of closing an Open Position in a Future ST and then opening a
new ST Transaction in the next available Contract Period as set out in clause 19;

“Roll-over
Quote”

means the Bid Price or Ask Price (as the case maybe) quoted by a Dealer over the
telephone, in its sole and absolute discretion, in order to Roll-over an Open
Position;

"Sniping"

has the meaning set out in clause 14.

“Spread”

means the difference between the Bid Price and the Ask Price of the Quote;

“Stop Loss
Order”

has the meaning set out in clause 8.1(d);

“ST”

means a Spread Trade and is a contract between you and us where we agree to
exchange the difference in cash between the opening and the closing value of the
ST Transaction;

“ST Products”

refers to each type of ST or any other contractual arrangement entered into
between you and us, including any transaction liable to Margin, that CORE SPREADS
offers from time to time as set out in the Market Information Sheets or as otherwise
notified by us to you;

“ST Transaction”

means a transaction in a ST or any other contractual arrangement entered into
between you and us including any transaction liable to Margin;

“Trading
Platform”

means the electronic trading system or systems CORE SPREADS makes available to
the Client via the internet to facilitate trading in STs from time to time, including
without limitation, any online or downloadable trading platform;

“Trading
Resources”

means the amount of cash held in your Account which is Account available to enter
into an Order or to amend an Order (including moving a Stop Loss Order) or open a
ST Transaction;

“Trading
Session”

means one or more continuous trading periods within the Trading Hours;

“Transaction
Size”

refers to the minimum and maximum size or quantity of a particular Order or
individual ST Transaction as detailed in the Market Information Sheets and on the
Trading Platform;

“Unrealised
Loss”

at any given time means the Realised Loss that would be incurred by you on an
Open Position if it were closed at that time;

“Unrealised
Profit”

at any given time means the Realised Profit that would be made by you on an Open
Position if it were closed at that time; and

“Underlying
Instrument”

means a financial instrument that forms the subject of a ST Transaction and is
generally quoted on an Exchange or, in the case of some financial instruments,
quoted by a Liquidity Provider.

 

 

 

Core Spreads

Core Spreads is trading as it should be. Tight fixed spreads and razor sharp execution on thousands of markets.