Client Agreement of MDA Contract
The Client wishes QuietGrowth, the MDA Investment Manager, to deal in securities (excluding debentures) on the multiple markets at the absolute discretion of the MDA Investment Manager and without further reference to, or approval of, the Client, subject to this Agreement.
The Client and adviser have fully considered the Client's objectives, financial situation and needs and have formed the opinion that dealing in securities (excluding debentures) under this Agreement is suitable for their relevant personal circumstances.
The client has completed and submitted the Application Form, including the Investor Profile, to the MDA Investment Manager. The Client has an understanding of the risks and the operations of investing in securities (excluding debentures) under a MDA arrangement.
The Client has received the Financial Services Guide (“FSG”) which contains a description of risks. The Client has received a Statement of Advice (“SOA”).
WARNING – KEY DIFFERENCE BETWEEN USING MDA SERVICES AND ACQUIRING FINANCIAL PRODUCTS AND SECURITIES DIRECTLY
The acquisition and disposal of financial products and securities under this MDA Service will be made, subject this Agreement, at the discretion of QuietGrowth, the MDA Investment Manager. This means that, although the Client will have ownership over the Client's assets in the same way as if the Client owned them directly without the MDA Service (i.e. legally or beneficially under a trust), the decisions to acquire and dispose of those assets will be made by the QuietGrowth at its discretion, subject to any limitations the Client places on that discretion under this Agreement, and it is the responsibility of the client to monitor performance of the Investments.
1. Interpretations of Words & Expressions
1.1 In this Agreement, unless the context stipulates otherwise:
- QuietGrowth Pty Ltd, (ACN 602 754 692) as the Authorised Representative (AR No. 001233619), will be referred to as QuietGrowth or the MDA Investment Manager;
- HLK Group Pty Ltd (ACN 161 284 500; AFSL 435746) of Suite 804, 3 Spring Street, Sydney, NSW 2000, will be known as the HLK Group or the MDA Provider;
- Client, you or your refers to each person named in the MDA Contract as the Client;
- Collectively, the above are referred to as the parties. The parties also include their executors, administrators or successors and permitted assigns.
Account or Trading Account means a pooled 'segregated' Client trust account in which the Saxo Capital Markets holds the Client money. The Trading Account is operated by HSBC Bank Australia (Segregated Client Accounts). It is the account by which QuietGrowth or the HLK Group may operate upon, in order to render the Services as required by this MDA Contract;
Agreement means this client agreement or MDA Contract for the provision of MDA Services
Approved Securities means securities (excluding debentures).
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited, Australian Securities Exchange Limited (ABN 98 008 624 691)
Business Day means days between and inclusive of Monday and Friday, which are not a public holiday when banks close for business in Sydney, NSW
Corporations Act means the Corporations Act 2001 or if the Corporations Act should be repealed or cease to any extent to operate, then that legislation that shall be enforced in Australia as the case may be from time to time in partial or complete substitution for the Corporations Act 2001 and references to specific provisions of the Corporations Act 2001 shall be construed as references to the provisions of the replacement legislation.
Deal or Dealing means dealing as defined by section 766C of the Corporations Act 2001
Derivative means an instrument that derives its value from the value of an underlying instrument (such as shares, exchange traded funds (ETFs), commodities, currencies etc.). Contracts for Difference (CFDs) are types of derivatives
Equity means ownership interest in a corporation in the form of common stock or preferred stock
Equity Derivative means a derivative that derives its value from the value of shares in a publicly listed company
Exchange means the ASX or other such domestic and offshore exchanges as may be approved by QuietGrowth from time to time
Executing Broker or Execution & Clearing Broker means the party appointed by the MDA Investment Manager and the Client to execute orders for equities and derivatives traded by MDA Investment Manager on behalf of the Client under this Agreement
Foreign Exchange or FX means a foreign exchange currency contract
Investment Program means the investment strategy adopted by the MDA Investment Manager as described in clause 8.
Investor Profile means the document completed by the Client for the purpose of enabling the MDA Investment Manager to assess and consider the Client's investment objectives, financial situation, needs and other relevant personal circumstances
Market Rules refers to any Exchange’s rules, regulations, and practices at any given time. If there is any conflict between this MDA Contract and relevant Market Rules, Market Rules shall prevail
MDA means a managed discretionary account operated by the MDA Investment Manager
MDA Investment Manager or Investment Manager refers to QuietGrowth Pty Ltd (ACN 602 754 692)
MDA Provider refers to HLK Group Pty Ltd (AFSL 435746)
MDA Service or Services means the services provided under this Agreement
Operating Rules means the operating rules of the ASX
Portfolio refers to the collective grouping of all your ETFs and other products in your Trading Account managed by QuietGrowth under this MDA Contract
Related Body Corporate shares the same definition as provided by the Corporations Act 2001 – Sect 50
Retail Investor shares the same meaning as ‘retail client’ and is not a ‘wholesale client’ as defined in the Corporations Act 2001 – Sect 761G
Short sale (selling) means borrowing a security from a broker or institution, and selling it, with the understanding that it must be bought back (hopefully at a lower price) and returned to the broker or institution
Trust means the trust(s) (if any) identified in this MDA Contract;
Trust Deed refers to the deed governing the Trust
1.3 All words are as defined in the Operating Rules of the ASX, the MDA Legislative Instrument and/or the Corporations Act or, in the case of other markets; the defined terms refer to the equivalent terms of the business rules applicable to that Market; including but not limited to "debentures" and "securities" as defined under the Corporations Act and "external MDA custodian" and "external MDA adviser" as defined in the MDA Legislative Instrument.
1.3.1 The singular includes the plural and vice versa;
1.3.2 Words importing a gender include every other gender;
1.3.3 Headings are for convenience of reference only and do not affect the construction of this Agreement.
1.3.4 Where the Client is more than one person they are jointly and severally liable under the terms of this Agreement.
1.3.5 A reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements or any of them;
1.3.6 The word “person” includes a firm, corporation, body corporate, unincorporated association or any governmental authority;
1.3.7 Where a word or phrase is given a defined meaning in this Agreement, any other part of speech or other grammatical form in respect of such word or phrase shall (unless the context otherwise requires) have a corresponding meaning;
1.3.8 A reference to a person includes a reference to the person’s executors, administrators, legal personal representatives, successors and permitted assigns; and
1.3.9 A reference to “writing” includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile and electronic mail transmissions.
1.3.10 This Agreement must be in compliance with the MDA Legislative Instrument and if any term of this Agreement is inconsistent with the MDA Legislative Instrument, except in an immaterial way, that term will be read down to the extent permitted by law in order to be consistent with the MDA Legislative Instrument, and to the extent that the term cannot be read down to be consistent with the MDA Legislative Instrument, that term will be void.
2. The Agreement
2.1 These Conditions are part of your Client Agreement with QuietGrowth, an authorised representative of HLK Pty Ltd (AFSL 43756).
2.2 This agreement consists of:
- the mutual obligations and acknowledgments
- rules of the Investment Program
- QuietGrowth and HLK Group’s fees and charges
- other specific terms and conditions, including and not limited to, the setting up and termination of contractual agreements
2.3 This Client Agreement shall supersede any prior or existing service agreement(s) between the parties. It also applies to any current existing arrangements between the parties.
2.4 Prior to signing, you should have read all relevant documentation that is provided to you and ask QuietGrowth should you have any issues that concern you. These documents contain important conditions, which apply to your Trading Account. It is recommended that you study them in detail, and then keep them safe for future reference.
3. Intentions of Agreement
The intents and purposes of the agreement seeks that all parties wish and acknowledge:
3.1 HLK Group, as the MDA Provider, has selected, appointed and will oversee the QuietGrowth in their dealing of Financial Products under the terms of the Agreement
3.2 QuietGrowth as the MDA Investment Manager, to deal in global securities and/or derivatives on the multiple markets at their absolute and without further reference to, or approval of, the Client
3.3 An Execution and Clearing Broker, as described in the ‘Associations related to your MDA’ section, will be referred to the Client by QuietGrowth, for the purposes of entering into an agreement with the Execution and Clearing Broker for ETF dealings.
3.4 A Trading Account provider, as described in the ‘Associations related to your MDA’ section, will be referred to the Client by QuietGrowth, for the purposes of entering into an agreement with the Trading Account provider to manage your cash
4. Authority to Execute Agreement
4.1 To understand the status of the client and your legal capacity, you, the client, agree and acknowledge that where the client is:
4.1.1 a corporation, the Client has been duly formed under the laws of the place of its formation, and has power and authority to deal in global securities and/or derivatives, and the person executing this Agreement has full power and authority to execute this Agreement on behalf of the Client.
4.1.2 a partnership, the Client has power and authority to deal in global securities and/or derivatives, and the person executing this Agreement has full power and authority to execute this Agreement on behalf of the Client.
4.1.3 an individual, the Client has legal capacity to execute this Agreement.
4.1.4 consisting of more than one party, then this Agreement shall bind each and all of them severally and jointly.
4.2 In executing this acknowledgment and in giving effect hereto, you will not infringe any provision of any deed or other document or agreement to which you are party.
5. Appointment of the MDA Investment Manager
For the purposes of appointing QuietGrowth as your MDA Investment Manager, you, the client, agree and acknowledge that:
5.1 The Client irrevocably appoints QuietGrowth as the MDA Investment Manager, including each and every director of the MDA Investment Manager jointly and severally as the Client’s agent for the purposes of dealing and trading in global securities and/or derivatives in accordance with the terms of this Agreement. You acknowledge that QuietGrowth is your agent and not the Clearing Broker’s or the Executing Broker’s agent.
5.2 The Client acknowledges that QuietGrowth has no actual, implied or ostensible authority to hold itself out as being authorised to speak or act as the agent, partner or co-venturer of the Clearing Broker or the Executing Broker, or represent itself as being authorised to speak or act in a manner on behalf of, or as agent for, the Clearing Broker or the Executing Broker.
5.3 Subject to any limitations contained in or provided by this Agreement or any variation to this Agreement made in writing, QuietGrowth will be giving instructions on the Client’s behalf to the Executing Broker to deal and trade in global securities and/or derivatives on a discretionary basis (i.e. without further reference or approval by the Client) and the Executing Broker is authorised to accept and act on such instructions and the Client is responsible for those instructions.
5.4 The MDA Investment Manager and the Clearing Broker may from time to time agree to share commissions payable to the Clearing Broker.
6. MDA Investment Manager’s Discretion
QuietGrowth’s discretion to trade on your behalf is unlimited. However, you, the client may inform QuietGrowth through QuietGrowth’s website to withdraw the funds invested. This may be done by you at any given time. In such a case, the funds generated by divesting the holdings will be transferred to your bank account.
You acknowledge that giving instructions pursuant to this clause may result in losses in your Trading Account. QuietGrowth has the right not to accept your instructions and if that is the case, your Trading Account will be closed.
7. Your MDA Investment Manager’s Obligations to You
7.1 Provisions of Services
To provide you with services in accordance with this Agreement, QuietGrowth and HLK Group agree to:
7.1.1 act in accordance with this Agreement to advise on, and arrange the trading, dealing, execution and clearing of global securities and/or derivatives through the Executing Broker and Clearing Broker, for the Client’s account;
7.1.2 perform its obligations under this MDA Contract with due care, honesty and diligence; that a reasonable person would exercise if they were in the MDA Investment Manager’s position to the Client
7.1.3 to comply with the conditions of relief under ASIC Class Order 04/194 that apply to the MDA Investment Manager.
7.1.4 to comply with this Agreement, the strategy set out in the Investment Program and any representations included in the FSG unless otherwise agreed in writing by you and the MDA Investment Manager;
7.1.5 to provide you with a copy of this Agreement and the Agreement with the Clearing Broker
7.1.6 to provide you with a Statement of Advice (SOA) and the FSG which contains a description of risks.
7.2 Terms of the Services
QuietGrowth will provide each Service for the agreed term under its obligations unless:
7.2.1 you break your obligations under this Agreement or;
7.2.2 there is a change in law that prevents QuietGrowth from providing a Service.
7.3 Our review of advice given to you
QuietGrowth reviews your Investment Program every six months or whenever your age in years increases. This is at the discretion of QuietGrowth. Also, our automated algorithms might also be reviewing your Investment Program periodically. If there is any change in the Investment Program after our review, we will inform you. After your approval, we might effect the change in the Investment Program accordingly.
8. The Investment Program
8.1 The Investment Strategy has been detailed in the QuietGrowth MDA Contract.
8.2 The Investment Strategy does not deal in risk-free positions. Risk is assessed continually. The risks and benefits to each position from small and large price changes, volatility swings, and the passage of time are quantified, analysed and adjusted if necessary.
- assessed and considered the information provided by the Client
- confirmed with the Client that the Client has read and understood the risks associated with investing in a MDA;
- received confirmation from the Client, as set out in this Agreement, that the Client is aware of the risks of Dealing in global securities and/or derivatives; and
- received confirmation from the Client, as set out in this Agreement that the Client has fully considered their objectives, financial situation and needs and has formed the opinion that dealing in global securities and/or derivatives is suitable for their relevant personal circumstances.
- not be suitable for you, if you have provided QuietGrowth with limited or inaccurate personal information about your relevant circumstances; and
- cease to be suitable for you, if your relevant circumstances change
8.5 QuietGrowth will review the Investment Program periodically and provide advice to the Client about whether this Agreement continues to be suitable for the Client in light of the Client’s personal objectives, needs and relevant personal circumstances.
8.6 No assurance can be given that the strategies employed by QuietGrowth in the past to achieve attractive returns will continue to be successful, or that the return will be similar to that observed or achieved in the past. Despite any historical simulated performance outlined in the website of QuietGrowth, the said track record is un-audited and not representative of any one client's account.
8.7 As long as your total funds added for investing are less than $10,000, QuietGrowth phases-in your funds towards purchase of one ETF after the other.
8.8 QuietGrowth has authority and discretion over each of your portfolios including the choice of the ETFs or any other financial instruments to be considered for inclusion or exclusion in the portfolios, the determination of asset classes, the asset allocation mix, the timing of various operations related to managing your portfolios, the process of various operations related to managing your portfolios, the timing of rebalancing, the process of rebalancing, the timing of review and the process of review.
8.9 Amendment to Investment Program
The MDA Investment Manager may from time to time amend the Investment Program. You will be deemed to have been notified, and be bound by, such amendments at the time you receive notice in writing detailing the amendment.
Where the Investment Program is or becomes materially inaccurate or incomplete in any respect, QuietGrowth will modify it. If QuietGrowth finds it necessary, it will inform you within a reasonable period from the date on which the QuietGrowth first knew of the need for modification.
9. Setting up your Account
Upon executing this MDA Contract, the proceeding steps will outline the process in setting up your account(s).
9.1 QuietGrowth or the Execution & Clearing Broker needs to verify the identity of all its clients, and their authorised assigns as stipulated by Federal Government law. These requirements are known as Know Your Clients (KYC) and Anti Money Laundering (AML) obligations.
9.2 QuietGrowth will then setup your account(s) with the Execution & Clearing Broker on your behalf as your Authorised Agent, by using the information you provided.
9.3 If required, QuietGrowth, will enter into agreements with the Execution & Clearing Brokers on your behalf.
9.4 QuietGrowth will approve terms and conditions under which the Execution & Clearing Broker will provide dealing services to you, including execution and clearing services and holding client money, on your behalf
9.5 Within five (5) days of the execution of this MDA Contract, you are required to appoint QuietGrowth as your attorney to operate your Account with each Execution & Clearing Broker via a Power of Attorney Form (approved by QuietGrowth). Within those five (5) days, you will have provided a copy of the Power of Attorney to QuietGrowth.
9.6 If you wish to withdraw this direction of Power of Attorney from QuietGrowth, you must inform QuietGrowth as soon as possible.
9.7 Once the account is established, it is up to the Client to make the minimum initial deposit. The deposit needs to be made directly to the account held by the Execution & Clearing Broker within thirty (30) days of establishment. If not complete within the set time or with the agreed upon amount, QuietGrowth exercises the right to close the Trading Account.
10. Client Obligations
10.1. You, the client, agree and acknowledge:
10.1.1 you have provided full consideration to your objectives, financial situation and needs and have formed the opinion that dealing in global securities and/or derivatives is suitable for your purposes.
10.1.2 the sole responsibility for the full disclosure of any information that you have provided, or asked to provide is you.
10.1.3 If there is any change in your personal circumstances, you would update your profile and any other details of yours at www.QuietGrowth.com.au. This will play a role in ensuring that our advice to you is accurate.
10.1.4 the risks involved in dealing in global securities and/or derivatives, including, without limitation, the possibility that your entire investment may be lost, including the fact that this account will be subject to substantial brokerage commissions and ongoing fees regardless of whether profits are earned
10.1.5 that QuietGrowth reserves the right to refuse to deal on your behalf in relation to any dealings in global securities and/or derivatives (other than closing out existing open positions held in the trading account) or limit the number of open positions held on your behalf. We will inform you of any refusal to deal.
10.1.6 that you will take all reasonable steps to obtain, communicate and deliver to the QuietGrowth, all information, with respect to Dealings in global securities and/or derivatives which are requested by a person lawfully entitled to request such information or documents. You authorise us to pass on all information, and deliver or cause to be delivered all documents to the person or body so requesting.
10.1.7 that you might obtain all quarterly reports, if any, electronically. QuietGrowth and HLK Group are not required to provide you with quarterly reports as stipulated by ASIC Regulatory Guide RG179. However, you will have continuous access through our website, to a reasonable extent, to various details of your investments that we consider are appropriate for you to know about. A timestamp is provided of when the last update of the details of your portfolio was made.
11. Client Understanding & Acknowledgements
11.1 In addition to client obligations, you, the client must be aware and agree to the following conditions and relationships:
11.1.1 The directors, employees and associates of QuietGrowth or HLK Group may deal in global securities and/or derivatives on their own account, as subject to applicable laws and regulatory requirements
11.1.2 HLK Group will share commissions and charges with our employees, directors, representatives, associates or other third parties and may receive remuneration from them in accordance to the ‘Fees’ section in the Financial Services Guide.
11.1.3 Both you and the HLK Group are bound by the Corporations Act, and in the case of the Clearing Broker and the Executing Broker, the Operating Rules, customs, usages and practices of the ASX and clearing houses where any Dealing by the Executing Broker takes place on your behalf. Nothing in this clause shall be construed to change the proper law of this Agreement.
11.1.4 No failure, delay, relaxation or indulgence on the part of the MDA Investment Manager in exercising any power or right conferred upon it under this Agreement or otherwise shall operate as a waiver of such power or right, nor shall any single or partial exercise of such power or right preclude any future exercise thereof.
11.1.5 You will not deal in any financial products directly through the trading account that is created in your name as part of this MDA Contract, without first informing and getting approval from QuietGrowth. In the event you do so, QuietGrowth reserves the right to terminate this MDA Contract.
11.1.6 We communicate with you in electronic form, either through the webpages in our QuietGrowth website or through emails. We might also interact with you over phone to cater to your queries. Please note that financial advice will not be provided over the phone. We might also communicate to general public through various modes available in the Internet such as blogs, discussion groups and social networking sites.
12. Financial fees, deductions and rights to sell
As required by client obligation, you are to pay all financial fees and charges owing by the due date. You agree and acknowledge the following:
12.1 You are obliged to pay the fees for the MDA Service as specified in the ‘Fees’ section in the Financial Services Guide, or as communicated by QuietGrowth. The fees are due and payable when submitted.
12.2 QuietGrowth may give you prior notice in writing of changes to fees. The changes will take effect from the expiration of the notice period and the fees set out in the Financial Services Guide, the Statement of Advice and this Agreement will be deemed automatically amended in accordance with the notice.
12.3 You, the client, may be required to pay any expenses incurred by QuietGrowth or HLK Group in connection to inquiries pursuant to Australian law by public authorities and auditors. The costs in relation to assisting such authorities payable by you will be a fee reasonably determined by QuietGrowth or HLK Group.
12.4 The first option to deduct the amounts that are due to QuietGrowth from you will be from your Trading Account. The amounts will be deducted either from the cash present in the Trading Account, or by liquidating/retaining/exercising a lien over the global securities and/or derivatives that are present in your Trading Account. You will be able to access the details of these deductions.
12.5 QuietGrowth may make a withdrawal or deduction from your account, in accordance to the Corporations Act 2001, under your written directions; or to make an investment on the Client’s behalf pursuant to the MDA Contract.
12.6 If deposits are made by cheques from you into your trading account, and if they are not cleared, and QuietGrowth has already withdrawn from the Portfolio some or all of the amount of the cheque, you are required to compensate QuietGrowth fully against any loss or liability incurred by QuietGrowth arising from or in connection to your dishonoured cheques.
13. Liability and Indemnity
13.1 All clauses of liability and indemnity are subject to the provisions of the Trade Practices Act and the Australian Securities and Investments Commission Act, and any other rights implied by law, which cannot be excluded by agreement between the parties.
13.2 None of QuietGrowth or HLK Group, its employees, principals, directors or officers is liable to the Client under this Agreement except by reason of acts or omissions of the MDA Investment Manager in contravention of this Agreement which amount to negligence, fraud or dishonesty by the MDA Investment Manager and its associates.
13.3.1 The Client indemnifies and hold harmless on a continuing basis, QuietGrowth, the HLK Group, its employees, principals, directors and officers from and against all damages, losses, costs, expenses (including reasonable legal fees), indebtedness and liability claimed against or suffered by us arising from omissions or errors of the Executing & Clearing Broker in executing orders instructed by us or clearing trades on the Client’s account or a failure by the Client to comply with its obligations under this Agreement.
13.3.2 The Client also agrees that the MDA Investment Manager shall not be liable to the Client for any losses, costs, expenses, or other damages sustained by the Client in the event of any failure or delay by any exchange, Market, clearing house, bank or other depository institution where any of the Client’s funds or other assets are maintained, or a failure or delay by any member, participant, bank or agent of any of the foregoing, or a failure or delay by any member, participant, bank or agent of any of the foregoing to enforce its rules, to fulfill its obligations, or to make any payment, for any reason whatsoever. The Client waives any claim, cause of action or right against the MDA Investment Manager, or its employees or agents which may arise or occur as a result thereof.
13.3.3 The MDA Investment Manager shall not accept or bear any liability whatsoever in respect of the operation of a trading floor or the operation of any exchange system, whether for any breach of a provision of any relevant legislation, negligence, injury, death, lost profits, loss of files, data or use, economic loss, loss of reputation or losses or damages incidental or consequential to the operation of any trading floor or any exchange system EXCEPT to the extent that same is caused by the negligence, fraud or dishonesty on the part of the MDA Investment Manager, its employees, agents in relation to the Clearing Broker’s and/or the MDA Investment Manager’s or the Executing Broker’s activities as a financial services licensee. All the description, quality, performance or fitness of the purposes of the Client of any trading floor or any exchange system or component thereof: the MDA Investment Manager does not warrant or forecast that any trading floor or any exchange system or component thereof any services performed in respect thereof will meet the requirements of any user, or that the operation of any trading floor or any exchange system will be uninterrupted or error-free.
13.3.4 The MDA Investment Manager shall not accept or bear any liability whatsoever in respect of any loss suffered where there is an act of war, terrorism, act of God, failure of some or all relevant markets in processing deals, or any other force majeure event or incidence beyond our control.
14. Governing Law
This Agreement shall be governed by and construed under the laws of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales. Upon signing this agreement, you submit to the respective jurisdiction of the courts and this Clause survives any termination of the Contract.
15. Notice Requirements
15.1 Written notification to affected parties must be provided under the following circumstances:
15.1.1 When the Client wishes to assign or nominate a transfer of any rights or obligation of this Contract
15.1.2 When QuietGrowth or HLK Group wishes to assign parts or all of its obligations under this Contract to another party
15.1.3 When QuietGrowth or HLK Group wishes to amend this MDA Contract, they can do so at any given time. If a client has any objections, such reservations can be expressed within thirty (30) calendar days.
15.2 Any notice to be served by one party on the other (including legal process) pursuant to this Agreement shall be in writing and shall be deemed to be duly served if given:
15.2.1 By mail, (5) business days after it is posted where the party’s last known address is in the Commonwealth of Australia, and (10) business days after it is posted where the party’s last known address is outside the Commonwealth of Australia; or
15.2.2 by email, at the time of transmission to the party’s last known email address
15.3 Notwithstanding anything to the contrary, the MDA Investment Manager or the Clearing Broker shall be entitled to communicate calls for payment of deposits or margins orally (either by telephone or otherwise) and such communications shall be deemed to have been given to the Client personally, whether actually received or not, at the time of communication.
Communications, including calls, shall be deemed duly given when made by an authorised representative of the MDA Investment Manager or the Clearing Broker.
16. Terms of Termination
The terms of termination of this Agreement is as follows:
16.1. This Agreement continues to be in force until terminated under this clause.
16.2. This Agreement may be terminated at any time by notice in writing by one party to the other. However, the obligations of the Client under the clauses of liability, indemnity and confidentiality shall survive the termination of this Agreement.
16.3. Upon termination of this Agreement, unless otherwise agreed to in writing, QuietGrowth will give instructions to the Executing & Clearing Broker to close out all of the Client’s Security holdings; Futures contracts; and close out, abandon or exercise any Options not yet exercised.
16.4. QuietGrowth may terminate this MDA Contract without notice if the Client is in default of any of its obligations under this agreement.
16.5. Termination of this Agreement does not release either party from any existing obligations or from any liabilities for any antecedent breach of any of the terms of the MDA Contract.
16.6 If any of the following events occur:
16.6.1 The client fails to pay any sum due and payable under this Agreement or under the agreement with the Clearing Broker;
16.6.2 The client is in breach of any other agreement to which the Client and QuietGrowth are part of, including without limitation this MDA Contract or other third parties;
16.6.3 The Client makes any representation that is incorrect or misleading in any material way which has resulted in loss or damage that is or is likely to be suffered by QuietGrowth and HLK Group;
16.6.4 In the absence of the Client making alternative arrangements, you are not contactable by the MDA Investment Manager, within a reasonable period which shall in no case exceed 24 hours, in order for the MDA Investment Manager to carry out their obligations of service;
16.6.5 The Client fails to meet a call for deposit or margin or lodge securities in lieu of paying the deposit or margin;
16.6.6 The Client makes an assignment for the benefit of its creditors;
16.6.7 A receiver, receiver and manager, official manager, administrator or analogous person of all or part of the Client’s assets is appointed;
16.6.8 Proceedings are initiated with a view to obtaining an order for winding up the Client;
16.6.9 The Client ceases to carry on business;
16.6.10 The Client, being a natural person, dies or becomes or is declared to be mentally or physically incapable of managing his or her affairs;
16.6.11 The Client becomes or proceedings are taken for the Client to “insolvent under administration” as defined in section 9 of the Corporations Act 2001. QuietGrowth will then be entitled, in its absolute discretion and without notice to the Client to instruct the Executing & Clearing Broker to close out all or parts of your Trading Account.
17.1 Recording conversations
The Client acknowledges that the Client’s telephone conversations with the MDA Investment Manager, the Executing Broker and the Clearing Broker may be recorded with or without an automatic tone-warning device. The Client has the right to listen to any recording in the event of a dispute or anticipated dispute.
The Client acknowledges that the MDA Investment Manager’s trading systems, models, formulas and strategies are confidential information, and the Client agrees to treat and maintain this information as confidential at all times. The Client must use its best endeavors to minimise the risk of accidental disclosure of this confidential information to persons who are not privy to the information. The obligation of confidence imposed by this clause shall continue during the life of this Agreement and after its termination or expiration until the parties agree that the information is in the public domain for a period of two years, or whichever is the shorter.
17.3 Sale of Business
If and when QuietGrowth or HLK Group chooses to sell its business, they are entitled to assign the benefits under the terms of this Agreement.
17.4 Your Proof of Identity and Address
We are legally obliged to verify your identity and address before you can become a client. We use a third party for ID verification. We may require additional documentation if we are unable to verify your identity online.
17.5 Conflicts of Interest
If there are any conflicts of interest for QuietGrowth that would affect the portfolio construction decisions of QuietGrowth, these conflicts of interest will be disclosed accordingly in a transparent manner.