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UniCap Asia's Offshore Private Investment Agreement

 

 

 
UNICAP ASIA'S OFFSHORE PRIVATE INVESTMENT AGREEMENT

UniCap Asia Ltd. S.A. (UniCap) Offshore Private Investment Account (Personal) Agreement In Plain Language.


To : UniCap Asia Ltd. S.A.
The Century Tower Building 4th Floor, Suite 401 C 95, Republic of Panama.

Registered with the REPUBLIC OF PANAMA NATIONAL EXCHANGE COMMISSION (Comisi¨Žn Nacional de Valores)

request you to operate an Offshore Private Investment account (the "Account") (Personal) for me on the following terms and conditions:

1. The Account

1.1
I confirm that the information provided in the Account Opening Information Form is complete and accurate. I will inform you of any changes to that information. You are authorised to conduct credit enquiries on me to verify the information provided.
   
1.2
You will keep information relating to my Account confidential, but may provide any such information to the REPUBLIC OF PANAMA NATIONAL EXCHANGE COMMISSION to comply with their requirements or requests for information.

2. Laws and rules

 
All transactions in securities which you effect on my instructions ("Transactions") shall be effected in accordance with all laws, rules and regulatory directions applying to you. This includes the rules of the REPUBLIC OF PANAMA NATIONAL EXCHANGE COMMISSION. All actions taken by you in accordance with such laws, rules and directors shall be binding on me.

 

3. Transactions

 

3.1
You will act as my agent in effecting Transactions unless you indicate (in the contact note for the relevant Transaction or otherwise) that you are acting as principal.
   
3.2
On all Transactions, I will pay your commissions and charges, as notified to me, as well as applicable levies imposed by the Exchange, and all applicable stamp duties. You may deduct such commissions, charges, levies and duties from the Account.
   
3.3
Unless otherwise agreed, in respect of each Transaction, unless you are already holding cash or securities on my behalf to settle the Transaction, I will

(i) pay you cleared funds or deliver to you securities in deliverable form or
(ii) otherwise ensure that you have received such funds or securities

by such times as you have notified me in relation to that Transaction. If I fail to do so, you may

(i) in the case of a purchase Transaction, sell the purchased securities and
(ii) in the case of a sale Transaction, borrow and/or purchase securities in order to settle the Transaction.
   
3.4 I will be responsible to you for any losses and expenses resulting from my settlement failures.
   
3.5
I agree to pay interest on all overdue balances (including interest arising after a judgment debt is obtained against me/us) at such rates and on such other terms as you have notified me from time to time.
   
3.6
In the case of a purchase Transaction, if the selling broker fails to deliver on the settlement date and you have to purchase securities to settle the Transaction, I shall not be responsible to you for the cost of such purchase.

 

4. UniCap Online Services

 

4.1
Unless otherwise specified, this clause is made without prejudice and in addition to all the other provisions in this Agreement.
   
4.2
You may provide me with UniCap Online Services, and I hereby request the provision of such services, upon the items and conditions as embodied in this Agreements, as modified, as amended or expanded by any notice, letter, publication or such other document as may be issued from time to time by you.
   
4.3

I agree that I shall be the only authorized user of the UniCap Online Services under this Agreement. I shall be wholly and solely responsible for the confidentiality, security and use of the Access PIN issued to me by you.

   
4.4
I acknowledge and agree that I shall be wholly and solely responsible for all instructions entered through the UniCap Online Services. I further acknowledge that the UniCap Online Services, and the software comprised in them, are proprietary to you. I undertake and warrant that I shall not, and shall not attempt to, tamper with, modify, decompile, reverse engineer, damage, destroy or otherwise alter in any way, and shall not attempt to gain unauthorised access to, any part of the UniCap Online Services, and any of the software comprised in them. I agree that you shall be entitled to close any or all of the Account(s) immediately without notice to me, and I acknowledge that you may take legal action against me, if I at any time breaches this warranty and undertaking or if you at any time reasonably suspects that I have breached the same. I undertake to notify you immediately if I become aware that any of the actions described above in this paragraph is being perpetrated by any other person.
   
4.5
Unless otherwise agreed between you and me, you will not execute any trading orders of me until there are sufficient cleared funds or other assets acceptable to you in my Account(s) to settle my transactions.
   
4.6
I acknowledge and agree that, as a condition of using the UniCap Online Services to give instructions, I shall immediately notify you if:

(a) I become aware of any unauthorised use of my Access PIN; or
(b) I have difficulties with regard to the use of the UniCap Online Services.
   
4.7
I agree to review every order before entering it as it may not be possible to cancel the instructions once given.
   

4.8

I agree that you shall not be liable for any loss I or any other person may suffer as a result of using or attempting to use the UniCap Online Services. I further undertake to indemnify you, on a full indemnity basis, on demand, for any loss or damage you may suffer as a result of the use of the UniCap Online Services, except for damages caused by willful default or gross negligence on the part of you.

5. General

5.1
I undertake to notify you in the event of any material change of my name and/or address of me including identity card, passport, business registered certificate, corporate or other official documents which identifies me.
   
5.2
I confirm that I have read and agree to the terms of this Agreement, which have been explained to me in a language that I understand.
   
5.3
This Agreement is governed by, and may be enforced in accordance with, the laws of the REPUBLIC OF PANAMA.

Authorised and regulated by the Republic of Panama National Exchange Commission
Comisi¨Žn Nacional de Valores
Copyrigh © 2009 UniCap Asia Ltd, S.A. All rights reserved.