Financial Products Service Terms

NAT Securities Inc. (NAT),
Authorized and regulated by VFSC
Company Number 700646

INTRODUCTION

1. These terms govern your OTC Financial Products issued by NAT Securities Inc.
2. If you choose to trade in an OTC Financial Product issued by NAT Securities, the OTC Financial Product will be on the terms in this document, including the terms in the Schedule to this document for the relevant OTC Financial Product.
3. The terms of this document, including the relevant Schedule for your OTC Financial Product, form part of the terms of your account with NAT Securities Inc. In relation to your account, a reference to “Terms” includes the terms in this document (including the Schedules) which are applicable to you, as amended from time to time.
4. For the purposes of clause 1.1 of the Prime Account Agreement, the terms in this document prevail over any inconsistent other Term of your Prime Account Agreement except to the extent this document is not permitted by law to prevail over those other Terms or the prevailing term would be invalid or unenforceable.
5. If, after opening an Account, you agree with NAT Securities that NAT Securities will provide access to a Financial Product or provide you with a fnancial service which you did not select in your Application Form, the relevant Schedule for the Financial Product or fnancial service will apply to your Account when NAT Securities agrees to provide the Financial Product or fnancial service to you.
6. A liability of NAT Securities Inc accrues solely to that entity and is not a joint liability of any other related party of NAT Securities nor is any NAT Securities entity the agent, fduciary, joint venturer or guarantor of any other NAT Securities related party.
7. These terms will apply to you in respect of your Account from the earlier of (a) the time NAT Securities accepts your application in the Application Form in respect of a particular Financial Product or fnancial service; (b) the time NAT Securities otherwise agrees to provide the Financial Product or fnancial service to you; or (c) the time you frst place an Order in respect of a Financial Product with NAT Securities or otherwise instruct NAT Securities to provide the fnancial service to you.
8. You acknowledge and agree that you have read and understood all documentation provided to you by us including these terms and any product disclosure statement (PDS) in relation to any Financial Products which you request NAT Securities to make available to you in relation to your Account.
9. You acknowledge that we will not provide legal, tax, fnancial or accounting advice to you as part of the services that we provide to you in accordance with these terms. By these terms we do not act in a fduciary capacity and NAT Securities does not owe any fduciary obligations to you in respect of its services provided to you in connection with these terms except as expressly stated in these terms.
10. You acknowledge that NAT Securities does not provide personal fnancial advice merely by assessing your suitability to deal in OTC Financial Products or issuing OTC Financial Products to you. These Terms do not constitute personal fnancial advice, nor a recommendation or opinion that a particular Financial Product or service is appropriate for you.
11. NAT Securities has discretions under these terms which can aﬀect your Transactions. You do not have any power to direct how we exercise our discretions. When exercising our discretions, we will comply with our legal obligations as the holder of a Financial Dealers License (VFSC). We will have regard to our policies and to managing all risks (including fnancial, credit and legal risks) for ourselves and all of our clients, our obligations to our counterparties, market conditions and our reputation. We will try to act reasonably in exercising our discretions but we are not obliged to act in your best interests or to avoid or minimise a loss in your Account.You acknowledge and agree that you have read and understood all documentation provided to you by us including these terms and any product disclosure statement (PDS) in relation to any Financial Products which you request NAT Securities to make available to you in relation to your Account.
INTERPRETATION
1. Unless the context otherwise requires, any expressions or phrases not otherwise defned within these terms have the meaning given to them in the Rules relevant to the Financial Product or fnancial service.
2. In these terms, unless otherwise indicated, the following words and expressions have the meaning set out below:
  Account means an account held in your name or on your behalf with NAT Securities including all Trading Accounts and all Transactions recorded in them, for the purposes of these terms.
  Applicable Laws means, in relation to a matter, all laws, legislation, regulation and subsidiary regulation, instruments and Orders of a regulatory authority or a court, rules and procedures of a Financial Market or a CS Facility which apply to the relevant matter including for example, and without limitation, the Financial Products Law and regulations made pursuant to the Financial Products Law.
  Application Form means the application form by which a person applies to become a client of NAT Securities and to open an Account.
  Authorised Person means the person (if any) described as your authorised agent in the Application Form or another person properly notifed by you to us.
  Base Rate means the amount nominated by NAT Securities for this term from time to time, as notifed to you (including through online services) or posted on its website.
  Business Day means a weekday which is not a gazetted public holiday in Vanuatu.
  Claim means any or all, actual or potential claim, action, complaint, suit, cause of action, arbitration, debt due, costs, claim, entitlement, allegation, demand in respect of damages and any other beneft verdict and judgment whether both at law or in equity or arising under the provisions of any statute, award or determination whether known at the date of these terms or not.
  Clearing Participant means a participant of the relevant CS Facility which has the responsibility for clearing transactions.
  Client Moneys Trust Account means an account (however named or styled) maintained by NAT Securities for the purposes of the Financial Products Law to hold client moneys.
  Close Out, in relation to a Transaction, means discharging or satisfying the obligations of the parties under the Transaction and this includes:
  1. by delivering the amount or value of the Underlying Security (including a dollar multiple of an index) required in accordance with the terms of the Transaction;
  2. as a result of the matching up of the Transaction with a Transaction of the same kind under which you have assumed an oﬀsetting opposite position; and
  3. making adjustments for fees and charges.
    Closing Date means the date on which the Transaction is agreed to be Closed Out, or earlier, if deemed to be Closed Out in accordance with these terms.
    Confrmation means any confrmation of a Transaction issued by us or on our behalf to you and includes an electronically transmitted confrmation.
    Financial Products Law means any Applicable Law (including regulations made under it), as amended from time to time relating to Financial Products.
    CS Facility means a clearing and settlement facility, for the purposes of the Financial Products Law (which includes, for example, any clearing or settlement facility through which Transactions are cleared or settled), whether located in Vanuatu or overseas.
    Default has the meaning in clause 15.1 and, if applicable, as supplemented by a term in a Schedule.
    Derivatives means derivatives for the purposes of the Financial Products Law.
    Exchange means any exchange or market in which NAT Securities or its Hedge Counterparties, directly or indirectly, participate from time to time, whether directly or through agents or Market Participants, as the context permits or requires.
    Exchange System means, in relation to a Financial Market or CS Facility the trading, clearing or settlement facility or system (or both) operated by or on behalf of the relevant Financial Market or CS Facility.
    Finance Charge means a charge payable in accordance with clause 66. This may be referred to as an “interest charge” or “interest debit”.
    Financial Market means a fnancial market within the meaning of the Financial Products Law (which includes, for example, any market on which prices of Financial Products are quoted), whether located in Vanuatu or overseas.
    Financial Product means any fnancial product including a derivative and a foreign exchange contract.
    Foreign Exchange means currency including US Dollars and foreign currency.
    Forward Purchase and similar expressions mean the purchase of a currency (or other agreed security or commodity) at a Price agreed at the time of the purchase, which purchase is to be settled at a future time.
    Futures has the same meaning as given in any rules governing the operation of any Exchange.
    Futures Contract means a Futures Transaction which is regulated by an Exchange.
    Futures Transaction means any Transaction, whether exchange traded or an OTC Transaction, to buy or sell a specifc quantity of a described commodity at an agreed date in the future, whether or not it is physically settled or capable of being physically or cash settled and includes an option for such a transaction.
    FSG means fnancial services guide.
    VAT means tax that is imposed as a goods and services tax under any Applicable Law.
    Hedge Counterparty, when used in a Schedule, has the meaning given to the term in the relevant Schedule.
    Initial Margin means the amount which you are required to pay to NAT Securities (depending on your Financial Product or fnancial service), as the initial Margin cover for any Transaction which you propose to enter into.
    Liquidated Value has the meaning given in clause 4.2. Long Party means the party to a Transaction (including a CFD) who is treated as having notionally bought the Underlying Security (or, in the case of an index CFD, a right in respect of payment arising from a change in the level of an index).
    Loss means a damage, loss, cost, expense or liability incurred by the person concerned, however it arises and whether it is present or future, fxed or unascertained, actual or contingent.
    Margin means the balance of the amount of cash or other assets required to cover dealing through a Trading Account or other margin payment, by whatever terms they are described, and any like payments, required to be paid under these terms.
    Market Agreement means an agreement entered into by NAT Securities with any other Market Participant (whether or not in writing).
    Market Participant means:
    1. in respect of any Transaction governed by Rules of an Exchange or trading participant or settlement
      participant or clearing participant as defned under the Rules of the relevant Exchange; and
    2. in any other case, a person authorised or licensed to deal in Transactions (including to arrange Transactions, whether by trading platforms or otherwise), or an agent of such a person.

On-line Service means an on-line or other electronic service for supporting trading or ancillary services.

Open Contract means, in respect of an OTC Financial Product, a Transaction that has not expired or otherwise Closed Out.
Open Transaction means, at any time, a Transaction which has not been Closed Out or settled prior to the time agreed for settlement.

Order means any Order placed by you with us to purchase or sell or otherwise deal in Financial Products.

OTC Financial Product means a Financial Product which is an OTC Transaction.

OTC Transaction means a Transaction which is an over-the-counter contract (in contrast with an exchange-traded contract).

Overall Balance has the meaning given in clause 4.1.

PDS means a product disclosure statement.

Price means, in relation to a Transaction, the price or rate quoted by NAT Securities (as adjusted for any

Transaction Fee or other fees and charges) and agreed to by you to express the value of the Underlying

Securities the subject of that Transaction.

Rules, in relation to an Exchange, a Financial Market or a CS Facility, means their operating rules, procedures, customs and usages (as applicable from time to time).

Settlement Time means the time by which a Transaction must be settled, as set out in the Confrmation for the Transaction.

Short Party means the party to a Transaction (including a CFD) who is treated as having notionally sold the Underlying Security.

Tax means any present or future tax, levy, impost, deduction, charge, duty, compulsory loan or withholding (together with any related interest, penalty, fne or expense in connection with any of them) levied or imposed by any Government agency, other than any imposed on overall net income.

Term Currency means, in Foreign Exchange Transactions, one party agrees to pay a specifed amount of currency in one currency to purchase an amount of another currency.

Terms is defned in clause 1.3.

Trading Account means a sub-account (however named or styled) of the Account for a specifc method of dealing. You may have several Trading Accounts within your Account. A reference in these terms to a subaccount, or to a sub-account of the Account, is a reference to a Trading Account.

Transaction for these terms means any contract between you and NAT Securities as principal:

On-line Service means an on-line or other electronic service for supporting trading or ancillary services.
Open Contract means, in respect of an OTC Financial Product, a Transaction that has not expired or otherwise Closed Out.
Open Transaction means, at any time, a Transaction which has not been Closed Out or settled prior to the time agreed for settlement.