A. A. Anthony Securities Sdn. Bhd.

A subsidiary company of Multi-Purpose Holdings Berhad (24217-M)


TERMS & CONDITIONS OF A. A. ANTHONY SECURITIES SDN. BHD. CYBERTRADE

1.1	THE SERVICE

1.2	The AAA Cybertrade comprises the following services:-
	- access to real-time quotes;
	- the placing of orders to buy or sell securities through paid dealer representatives or remisiers of the Client’s choice;-
	- the cancellation or amendment of orders provided such orders have yet to be executed;
	- the review of business done and inquiry of status of orders;
	- access to key market indicators;
	- access to News and Views;
	- facility to change password; and
	- any other facilities that may be introduced by the Company from time to time at its absolute discretion.

1.3	In consideration of the Client paying to the Company the Fees pursuant to Clause 9 hereof and complying with these Terms & Conditions, the Company will provide the Client any one or more of the services set out in Clause 1.1 above as the Client may elect.

1.4	The Company may at any time and from time to time, vary or change the list of services in Clause 1.1 above at its absolute discretion without giving any notice thereof to the Client. Any variation or change imposed by the Company pursuant to this provision shall not in any manner affect the other terms and conditions stated herein.

2.1	MEDIA OF SERVICE
2.2	The Client agrees to use the Service by using modem-equipped terminal or any other communication media which the Company may in its absolute discretion introduce for use to the Client.

2.3	The Company grants to the Client a non-exclusive license to use the Service’s software (“Software”) on any computer of which the client is the primary user. The Company forbids any copying of Software or associated written materials. The Client agrees not to sublicense, assign or transfer this license or the Software.

3.1	NO GUARANTEE OR WARRANTY
3.2	The information provided through the Service has been independently obtained by the Company through sources believed by the Company to be reliable including authorised dissemination agents of the KLSE. The Company does not guarantee the correctness, accuracy, completeness, timeliness or correct sequencing of such information provided. There may be delays, omissions or inaccuracies in the information provided through the Service for which the Company shall not be held responsible.

3.3	Neither the Company not its sources of information shall be liable for the failure to ensure correctness, accuracy, completeness, timeliness or correct sequencing of the information or for any decision made or action taken by the Client or any other persons whomsoever in direct or indirect reliance upon such information or for any interruption in the dissemination of any data, information or any other aspect of the Service for whatsoever reason.

3.4	The Company does not warrant the merchantability or fitness for a particular use and gives no other warranty or guarantee of any kind, expressed or implied, regarding the information furnished through the Service or any other aspect of the Service.

4.1	LIMITATION OF COMPANY’S LIABILITY
4.2	In addition to and not in derogation of any other terms of these Terms and Conditions in providing the Service to the Client, the Company shall not in any event be liable to the Client or any other party or parties having access to the Service whether with or without the Company’s consent for any direct, consequential, incidental, special or indirect losses or damages (including but not limited to loss of profits, trading losses and damages) that results from, inter alia, any delay or disruption in the use of the Service, or by the failure or alleged failure of the Company to execute or cancel or amend any buy and sell orders, notwithstanding that the Company had been advised of the possibility of such damages or losses.

4.3	The Company shall not be liable for any loss resulting from a cause outside the reasonable control of the Company including but not limited to failure of electronic or mechanical equipment or communication lines or telephone lines or other interconnected problems, unauthorised access, theft, unauthorised use of password, operator error, weather, earthquakes, strikes or other labour problems.

4.4	The liability of the Company to the client arising out of any claim whatsoever in relation to the Service and its use of the information provided thereunder which is not covered in these Terms & Conditions, will not exceed the monthly fee (if any) payable by the Client under Clause 9 hereof.

5.1	TITLE TO INFORMATION/PROPRIETARY RIGHTS
5.2	All information provided by the Company through the Service, the Software and the User Guide supplied by the Company is the exclusive property of the Company. The Client shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit any such information in any manner whatsoever without the prior written consent of the Company nor use the information for any illegal or non-permitted purpose. The client is also prohibited from reproducing the Software and User Guide unless consented by the Company.

5.3	The Client shall protect the Company’s contractual and statutory rights in or to the information furnished through the Service, the Software and the User Guide supplied by the Company and shall immediately comply with all written requests from the Company as the Company deems necessary to protect the Company’s rights.

6.1	CLIENT’S SOLE RISK
6.2	Neither the Service nor the information provided thereunder is intended to amount to or constitute financial, investment, tax or legal advice. Although the Service provides access to opinions, information and recommendations about how to invest and what to buy, none of these opinions, information or recommendations are developed or endorsed by the Company and the Service shall not be construed as amounting to offers, invitations or solicitations to buy or sell otherwise deal with the securities concerned.

6.3	The Company does not recommend any investment nor does it offer any advice regarding the nature, potential value or suitability of any particular security, transaction or investment strategy. The Client acknowledges that all orders made by it through the Service and executed by the Company pursuant thereto are made at the Client’s sole and absolute risk.

6.4	The KLSE, as the regulatory and supervisory authority of the Company shall have the right to examine, inspect, scrutinize the Client’s terminals for audit and other supervisory purpose as and when the KLSE deems fit. The Company shall not be liable for any loss or damage that may be suffered as a result of the actions or omissions by the KLSE.

7.1	NOTIFICATION BY CLIENT
7.2	The Client shall notify the Company in writing not later than 24 hours from the time it becomes aware of the occurrence of any of the following:-
	- any loss or theft of the installation disk; or
	- any unauthorised use of any of its password, or of the Service or any information obtained thereunder; or
	- any failure to receive a confirmation through the Service that an order initiated by it through the Service has been received and/or executed; or
	- any receipt of confirmation of business done of an order which the Client did not place or any receipt of inaccurate or conflicting report or information; or
	- any disruption in the provision of the Service; or
	- any changes in personal particulars including but not limited to the location of the AAA Cybertrade terminal.

8.1	CONFIDENTIALITY
8.2	The Client shall be responsible for the confidentiality and for the use of its password. The Client further accepts full and absolute responsibility for all orders entered through and under its password and any orders so received by the Company shall be deemed to have been received from the Client.

8.3	The Client shall be solely responsible to review the confirmation of Business Done to ascertain that its orders were correctly received by the dealer or remisier through the Service and that a transaction reference number has been duly issued immediately through the Service upon placing an order to buy or sell.

9.1	FEE
9.2	The Client shall pay all the following fees, cost and expenses (“the Fees”) in connection with the Service at the times and in the manner stipulated by the Company: subscription fees, cost expenses and charges for the provision of the Service as the Company shall stipulate;

	- legal fees and other expenses incurred by the Company in the enforcement of the Company’s rights and entitlement under these Terms & Conditions and for the recovery of the monies owed by the Client to the Company hereunder; and
	- interest on all outstanding sums due from the Client hereunder at such rate as the Company shall stipulate.

9.3	The Company reserves the right at any time and from time to time impose the Fees or vary the rate of the Fees or vary the time and manner of payment of the Fees without notice. All fees shall be non-refundable, unless the Company agrees otherwise. The Client authorises the Company to debit the Client’s Trading Account with all Fees due and payable by the Client.

10.1	CONTINUING SECURITY ON ASSETS
10.2	The Client shall pay all costs (including solicitors fees), if any, incurred by the Company in collecting any overdue Fees from it. The Client hereby grants the Company a continuing security interest and/or lien on the assets belonging to the Client in all its accounts with the Company to secure the timely payment of all Fees owed by it in connection with the Service and any other amounts owing under these Terms & Conditions and that the Company shall be at liberty to use or dispose these assets without notice to the Client in whatsoever manner and upon such terms and conditions as the Company deems fit to secure the full payment of such overdue Fees, subject to any rules that may be laid down by KLSE or any other relevant authority or under any applicable law in respect of such matter.

11.1	TAXES
11.2	The Client shall bear all taxes payable by it in connection with the Service, if any.

12.1	RESTRICTION IN USE OF SERVICE
12.2	The Client shall not be entitled to use the Service if there exists any restriction whatsoever on any of the Client’s accounts maintained with the Company either imposed by the Company or by any relevant authority, including but not limited to cash up-front restriction. The provision of the Service by the Company is subject to the terms and conditions of any and all other agreements entered into between the Company and the Client.

12.3	The Company shall not be responsible for any failure to provide the Service, including the execution of any order arising out of any of the aforesaid restrictions imposed on any of the Client’s accounts.

13.1	DEPOSIT
13.2	The Company reserves the right to require the Client to place cash and/or equity as deposit prior to the execution of any transaction through the Service. It shall be in the absolute discretion of the Company to determine the amount of deposit payable by the Client and the time and manner for the placement and nature of such deposit and the terms of refund of the same, if applicable.

13.3	The Company shall not be held responsible or be liable for any failure to provide the Service arising out of such failure, refusal or delay by the Client in placing such deposit.

14.1	INDEMNITY
14.2	The Client unconditionally and irrevocably undertakes to fully and effectively indemnify the Company and keep the Company indemnified from and against any and all claims, losses (including loss of profit), liabilities, obligations, penalties, fines, costs and expenses (including but not limited to solicitors fees on a solicitor and client basis) sustained by the Company due to the execution by the Company of any buy or sell orders given by the Client or any other party or parties having access to the Service whether with or without the Client’s consent or any breach or violation by the Client (or its agents or representatives or persons acting under it) of any part of these Terms & Conditions or any third party rights including but not limited to violation of any copyright, proprietary or privacy rights. This obligation to indemnify the Company shall survive the termination of the Service for any reason whatsoever.

15.1	TERMINATION OF RIGHT OF ACCESS
15.2	Notwithstanding anything herein to the contrary, the Company may in its absolute discretion at any time and for any reason whatsoever (including a breach of any part of these Terms & Conditions or any unauthorised use of the password), forthwith terminate the Client’s right of access to the Service or any portion of the Service without notice and without compensation and without any obligation to give any reason whatsoever.

15.3	In the event of such termination by the Company, the Company shall not be liable to the Client for any claims, losses or anticipated profit which may be suffered by the Client arising out of or pursuant to or connected with such termination, provided however, where the termination is without cause the Company may in its absolute discretion refund a prorated portion of any monthly fee which has been paid to the Company by the Client.

15.4	The Client may terminate the Service by giving the Company one (1) month’s written notice of such intention.

16.1	REPRESENTATIONS/CONVENANTS
16.2	The Client represents and warrants to the Company that otherwise as disclosed by the Client to the Company in writing and accepted by the Company:-
	- the Client is not acting on behalf of a firm, corporation, partnership, trust or association;
	- the Client is not a securities broker/dealer, investment adviser, futures commission agent, commodities dealer or commodity trading adviser, member of a securities exchange or association: or futures exchange or an owner/partner or associated person of any of the foregoing ; and
	- the Client is not employed by a bank or any organisation or corporation to perform functions related to securities or commodities futures investment or trading activity;
	- the Client is a customer of the Company and maintains a share trading account with the Company.

16.3	The Client undertakes with the Company that as long as the Client has access to the Service:-
	- the Client agrees to be bound by these Terms & Conditions as may be amended from time to time;
	- unless otherwise agreed to in writing by the Company, the Client will use the information provided through the Service solely in connection with its personal investment activities and not in connection with any trade or business activities;
	- the representations and warranties in Clause 16.1 above shall remain true and accurate;
	- the Client will not do anything to jeopardise the quality, reliability or integrity of the Service; and
	- the Client will comply with the User Guide and such other guidelines issued by the Company in connection with the Service.

17.1	ACKNOWLEDGEMENT
17.2	The Client acknowledges that the Company is providing the Service on the basis of the Client’s agreement to be bound by these Terms & Conditions.

17.3	The Client further acknowledges that these Terms & Conditions constitute the complete statement of its agreement with the Company and that the agreement does not include any other prior or contemporaneous promises, representations or descriptions regarding the Service notwithstanding if they are contained in any materials provided by the Company.

18.1	AMENDMENTS AND MODIFICATIONS
18.2	Notwithstanding anything contained herein, the Company may in its absolute discretion without any prior notice (whether in writing or otherwise) amend or vary these Terms & Conditions at any time or from time to time and/or impose additional clauses which shall bind the Client as if the amendments and additional clauses have been originally set out in these Terms & Conditions.

19.1	GOVERNING LAW
19.2	These Terms & Conditions will be governed by and construed in accordance with the laws of Malaysia and the parties hereto hereby submit to the non - exclusive jurisdiction of the Malaysian courts in all matters connected with the obligations and the liabilities of the parties under these Terms & Conditions.

20.1	TIME
20.2	Time wherever mentioned shall be of the essence of these Terms & Conditions.

21.1	SEVERABILITY
21.2	Any term, condition, stipulation, provision, covenant or undertaking herein which is illegal, void prohibited or unenforceable shall be ineffective to extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions hereof and any such illegality, voidness, prohibitions or unenforceability shall not invalidate or render illegal, void or unenforceable any other term, conditions, stipulation, provision, covenant or undertaking herein contained.

22.1	ASSIGNMENT
22.2	The Client shall not assign or transfer any of its rights or obligations under these Terms & Conditions or in relation to use of the Service except with the Company's prior written consent. The Company shall be entitled to assign or transfer any of its rights and obligations under these Terms & Conditions or in relation to the provision of the Service to any other party by written notice to the Client.

23.1	BUYING IN AND SELLING OUT
23.2	Notwithstanding the functionalities provided by the Software, all the buying in and selling out, pertaining to the Rules of Bursa Malaysia, shall be instituted solely by the Company’s Dealer’s Representative.

23.3	The client shall indemnify and keep the Company indemnified on any losses incurred arising from the above transactions.

24.1	TRADING RULES
24.2	In relation to trading matters, the Terms and Conditions herein contained are read in conjunction with the Covenants and Undertaking of the Trading Account Application Form.

	COVENANTS AND UNDERTAKINGS BY CLIENT FOR TRADING ACCOUNT
	In relation to the operations of the Trading Account, the client agrees and/or undertakes to comply with the following terms and conditions:

	1. To abide by all laws relating the trading activities with the Company including without limitation the Rules and Regulations of the Bursa Malaysia and Securities Industries Act and any other governing rules now in force or from time to time amended, revised or supplemented;

	2. To make immediate payment in the case of scrip base trading, upon the delivery of securities purchased and in the case of scripless trading when the payment is due and the Company shall be entitled to apply such payment in any manner as it may in its absolute discretion decide;

	3. The Company is authorised to sell or buy securities at client’s or client’s dealer’s representative’s or remisier’s instruction. For avoidance of doubt, the instruction given by the client’s dealer representative or remisier shall prevail over any conflicting instruction given to the Company by the client and the client hereby warrant that their dealer representative or remisier shall have actual/ostensible authority to sell out/buy in securities on their behalf until such authority is expressly revoked and notice of such revocation is given in writing to the Company within twenty-four (24) hours of such revocation. The client hereby warrant that the Company is further authorised to sell out or buy in any securities as may be required to clear the client’s trade position with the Company.

	4. To pay any security deposit required of the client in relation to any of their account including without limitation deposit for purchase contracts made/transacted by the client and/or on their behalf;

	5. To deliver to the Company promptly any transfer deeds and certificates or documents of title of securities which the Company has sold on the client’s behalf;

	6. To pay to the Company all charges that may be imposed by the Company absolutely in relation to any debit balance outstanding in the client’s account(s) with the Company including without limitation interests at such rate as the Company shall determine, handling fee and service charges;

	7. To authorise the Company to realise, transfer and howsoever deal with in any manner as the Company shall deem fit, all or any of the securities purchased for or under any of the client’s account(s) for which the client has not remitted payment when the payment is due and payable;

	8. In the event that any of the client’s liabilities whether liquidated or otherwise remain outstanding and whether such liabilities are in respect of any moneys payable hereunder or otherwise howsoever due from the client to the Company, the Company is hereby authorised to realise or sell any of the client’s securities or assets in order to set-off, reduce or settle such liabilities or part thereof;

	9. The client hereby irrevocably and unconditionally authorise the Company to with or without notice apply and/or transfer any of the client’s securities, assets, cash or the other property relating to Non-margin or Margin Agreement made between the client and the Company, and to use or set-off any contra gain or loss and/or any debt or credit balance in relation thereto, interchangeably between any of the client’s accounts opened with the Company (whether individual or joint) or from any of the client’s accounts to any accounts guaranteed by the client at any time or from time to time.

	10. In addition to Clause 8 and 9 herein the client hereby expressly and unconditionally authorise the Company to sell securities from their CDS account without notice or to deal with such securities in any way whatsoever in order to set-off, reduce or settle any moneys payable to the Company howsoever due from the client;

	11. In addition to and without derogation to any of the terms and conditions contained herein, the Company shall be entitled at any time whilst there is any of the client’s liabilities hereunder remaining outstanding to withhold at the Company sole and absolute discretion any of the client’s securities including paid shares in any of the client’s account(s) and any securities in their CDS account until such outstanding liabilities are settled;

	12. In the event the client fails, refuses, omits and/or neglects to collect or cause to be collected any certificates or documents of times or securities purchased by the client within fourteen (14) calendar days from the date of allocation of the securities to the client, the Company is absolutely entitled, but not obliged, to open a Share Custody Account on the client’s behalf and thereafter transfer the client’s uncollected securities to the client’s Share Custody Account. The client covenants to be bound and to abide by all terms and conditions which govern the holder of a Share Custody Account including without limitation the imposition of service charges for the opening and operation of a Share Custody Account. The client undertakes to make available to the Company immediately upon the Company’s written demand such securities to cover any shortfall or to top up any security deposit which the Company may in its absolute discretion requires including but without limitation issues document of title to real properties and all the necessary instrument of transfers. For this purpose, the Client hereby appoints the Company as the client’s authorised attorney in the client’s name and for the client’s behalf to execute any instruments of transfers to transfer the property to the Company or such other nominees as the Company may in its absolute discretion determines including powers to sell such securities including real property to cover any shortfall in the client’s trading position with the Company. The client further agrees to bear all the stamp duties payable including any late penalty payment for the registration for this power of attorney in the event the Company should decide to exercise such powers.

	13. The client declares that all orders made by the client through the telephone shall not be revoked or withdrawn by the client and shall therefore be confirmed; The client agrees that the Company is entitled to conduct telephone recording for all orders made by the client through telephone and further agrees that such recording tape or other instruments for the purpose of recording be admitted as evidence in any proceedings or trials;

	14. The client authorises the Company to charge, mortgage, pledge, hypothecate and/or deposit with any bank, financial institution or person as security in any manner or for any reason whatsoever any securities purchased/deposited without prejudice to the client’s right to recover the same within reasonable time after giving the Company notice of the client’s intention to take possession those securities by the client in the client’s margin account;

	15. The client declares and agrees that the Company may at any time and at the Company’s absolute discretion suspend or close the client’s account with or without giving any reason whatsoever;

	16. The client declares that the client has received the most recent trading guidelines and company policies issued by the Company and has read and understood the said trading guidelines and company policies. The client shall conduct, manage, monitor and otherwise deal with any of the client’s accounts with the Company in accordance with the said trading guidelines and/or company policies. The client agrees that the client will not make any claims against the Company in the event the client suffers loss or damage as a consequence of the client’s failure to observe or comply with the trading guidelines and/or the company policies now existing or such other trading guidelines or company policies issued by the Company from time to time;

	17. The client agrees that the client has no claim whatsoever against the Company for any payments in respect of securities sold by the client or for delivery of transfer deeds, certificates or documents of titles of securities purchased by the client in the event the client had authorised the Company’s dealer’s representative, remisier or any other person to collect payments and/or transfer deeds, certificates or documents of titles of securities on the client’s behalf from the Company;

	18. The client confirms that the client is solely responsible for conducting, monitoring, managing and otherwise dealing with the client’s accounts and the client hereby acknowledges that where trading is carried out through the client’s appointed dealer’s representative and/or remisier, the Company is not responsible for any actions of the client’s dealer’s representative or remisier. All transactions done through the client’s dealer’s representative or remisier shall be at the client’s sole risk and the indemnity under the foregoing provisions shall apply in the Compony’s favour;

	19. The client agrees to at all times fully and effectively indemnify the Company and keep the Company fully and effectively indemnified against all actions, suits, proceedings, claims, demands, losses, charges, penalties, fees, fines, costs, debts, interests, legal fees (on a full indemnity basis) and expense whatsoever made, taken, brought, instituted, imposed, suffered, incurred, prosecuted or payable in any way howsoever (including without limitation negligence on the Company’s part or the part of the Company’s agents, employees or servants) against or by the Company to any person arising out of or incidental to all matters relating to the client’s account(s) with the Company including without limitation the agreements, undertakings and covenants herein. The Company’s right of indemnity conferred herein shall continue in full force and effect and shall continue to subsist thereafter notwithstanding the suspension, termination or closure of the client’s account(s) with the Company;

	20. The client shall upon notice from the Company, forthwith pay all stamp duties, fees, costs, charges and expenses in connection with or incidental to this Application and agreements made thereunder, and all solicitors fee (on a solicitors and clients basis), bank or financial institution or the Company’s administrative charges and expenses, and all charges imposed by the Appropriate Authorities having jurisdiction over the client’ accounts with the Company;

	21. If at any time the Company shall determine that the client shall enter into additional legal arrangement with the Company or execute additional legal documents with the Company, then the Company may forthwith requires the client to enter or execute the same at the client’s sole costs and expenses;

	22. The client will forthwith notify the Company in writing of any change of address on the client’s part. Should the client fails to so notify the Company or should the Company fail to receive the client’s notification, any notice sent by the Company to the address last known to the Company shall be deemed to be sufficiently given. Any notice given by the Company shall be deemed effected upon the expiry of three (3) days from the date of posting by ordinary or registered post;

	23. Failure or delay on the Company’s part to insist in any one or more instances upon the performance of any provisions contained herein shall not be construed as a waiver or relinquishment of any of the Company’s right to future performance of such provision and the client’s obligation in respect of such future performance shall continue in full force and effect;

	24. In the event that anyone or more of the provisions contained herein shall for any reason be held to be unenforceable, illegal or otherwise invalid in any respect under the law governing the terms herein (being the law of Malaysia) or its performance, such unenforceability, illegality or invalidity shall not affect any other provisions herein and the provisions herein shall then be construed as if such unenforceable, illegal or invalid provisions had never been contained herein;

	25. The client hereby agrees that notwithstanding any provisions contained to the contrary in the aforesaid clauses, in the event that the client shall apply for the margin account only, all the terms and conditions contained in the Margin Trading Facility Agreement and any other documents relating thereto shall govern the relationship between the client and all provisions contained herein shall be deemed incorporated into the Margin Trading Facility Agreement unless repugnant to the context of the Margin Trading Facility Agreement; and The client further agrees that in the event the client shall apply for both margin and non-margin Accounts, the provisions contained herein shall be applicable to the non-margin and margin account and the terms and conditions contained in the Margin Trading Facility Agreement and any other document relating thereto shall be applicable to the margin account only. In the event there is any inconsistencies or discrepancy of the meaning, reference, expressions, interpretation and provisions between the provisions herein contained and the provisions in the Margin Trading Facilities Agreement, the latter provisions shall prevail Provided Always that the conduct, operations and maintenance of the margin account and the non-margin account shall not be prejudiced or affected in any manner whatsoever.

	26. The client warrants and represents to the Company that the securities which the client shall have or hereafter furnish to the Company(“the Securities”) are beneficially owned by the said client and the client has all rights, title and interests therein. The client hereby agrees that the Company shall have the right to hold the Securities (with no obligation on the Company’s part to register the same in the Company’s or its nominees’ names) and irrevocably and unconditionally authorise the Company at any time to sell the Securities to realise and set off any claims which the Company may have against the client in relation to any outstanding sums or whatsoever indebtedness which the client has created with the Company which indebtedness shall be finally and conclusively certified by a written statement from any of the Company’s division heads or directors.

	27. The Company is authorised to disclose any information on the client to any relevant authorities.

	28. The client acknowledges that the client’s account is subject to periodic review and that the Company is entitled at its absolute discretion to suspend and/or terminate the client’s account without giving any reason therefor.

	29. The Company is authorised to vary modify, amend these terms and conditions at any time as the Company shall think fit without further reference to the client and the client agrees that any variation modification or amendment shall be binding on the client.

	30. The client hereby agrees and confirms that any certificate issued under the hand of any of the Company’s officers or directors or any computer generated document from the Company shall be conclusive evidence of the client’s indebtedness and the amount thereof.