惠昶金業有限公司 IWC BULLION LIMITED
致 : 惠昶金業有限公司
(丙) 本人/吾等認知惠昶金融網服務及其中的軟件為惠昶所擁有或授權使用，本人/吾等保證及承諾本人/吾等將不會或企圖更改，改動，反編碼，或其他任何改動，亦不會企圖未經惠昶同意進入任何惠昶金融網任何部份或其中任何軟件中，本人/吾等同意惠昶有權隨時停止賬戶操作而不需通知本人/吾等，本人/吾等亦認知如本人/吾等違犯本保證及承諾，或惠昶任何時間有理由懷疑本人/吾等已違犯本保證及承諾，惠昶可能會對本人/吾等作出法律訢仲。本人/吾等承諾如本人/吾等發覺任何其他人仕作出上述行為，會立即知會惠昶, 如本人/吾等對賬戶停止操作有任何疑問，本人/吾等將會至電惠昶熱線。
(丙) 本人/吾等收到交易確認(無論為文字, 或電子指示或以口頭確認)有關於交易而本人/吾等並無發出該等指示或懷疑有人在非授權下進入惠昶金融網服務而進行非授權電子指示，
(丁) 本人/吾等懷疑或察覺有任何非授權下透露本人的密碼及用戶識別碼，如本人/吾等未有發現上述事故後盡快通知惠昶, 惠昶及其職員，代理人或授權代表將不需對本人/吾等或任何其他人仕因處理, 錯誤處理或失去有關電子指示而引起的任何索賞。
3.2. 在依照第3.1 段之規定發出通知後，本人／吾等同意惠昶可終止本人／吾等名下於惠昶之所有賬戶（包括賬戶），轉換所有於該等賬戶或代該等賬戶持有之款項為港元，並且將該等賬戶之任何證券變現，而當全數繳付本人／吾等欠負惠昶任何成員（按適用情況）之所有款項後，惠昶須：
4.4. 所有給予本人／吾等之通告及通訊，可用郵遞方式寄往惠昶記錄內不時顯示之本人／吾等任何一個商業、住宅或通訊地址，或將該等通告及通訊交付予本人／吾等或交付往該地址，或以電傳、傳真、電話或電郵傳送往為此而不時通知惠昶之號碼或地址，方為有效地發出。所有給予本人／吾等之通告及通訊，將於(a)郵寄該通知後第二個營業日（於郵寄之情況下），及(b)於交付時（於當面交付之情況下）、發出時（於使用電傳之情況下）或傳達時（於使用電話、傳真或電郵之情況下）（該等通告及通訊毋須由 貴公司代表簽署），均視作已被收妥。
4.6. 在法律容許之範圍內，惠昶可不時通知本人／吾等，修訂本協議之任何條件及條款。該等修訂於本人／吾等被視作接獲惠昶之通告時立即生效。本人／吾等得悉及同意，倘本人／吾等不接受惠昶不時通知之任何修訂，本人／吾等將有權按第3 段之規定而終止本協議。
Gold & Silver Electronic Trading Agreement
To : IWC BULLION LIMITED
In consideration of your agreeing to open a Gold & Silver trading account(s) (the “Account”) and operating the Account through IWCB Web Service in my/our name for the purpose of and in connection with the sale and purchase of Gold & Silver contracts, I/We agree that the Account shall be operated by you through your IWCB Web Service in accordance with and subject to the following terms and conditions:-
1. Definition and Construction
“Access Codes” means together the Password, and the User ID
“Account” means the account or accounts of the Client with IWCB
“Client” means wherever used shall in the case where the client(s) is/are individual(s) include the client(s) and his/their respective executor(s) and administrator(s) and in the case where the Client is sole proprietorship firm include the sole proprietor and his executor(s) and administrator(s) and his or their successors(s) in the business and in the case of a partnership firm include the partners who are the partners of the firm at the time when the client's said account or accounts are being maintained and their respective executor(s) and administrator(s) and any other person or persons who shall at any time hereafter be or have been a partner of and in the firm and his/their respective executor(s) and administrator(s) and the successor(s) to such partnership business and where the client is a company include such company and its successors.
“IWCB” means IWC BULLION LIMITED
“IWCB Web Service” means the on-line trading service provided by IWCB, any information contained therein and the software comprised in them
“Password” means my/our personal password used in conjunction with the User ID to gain access to the IWCB Web Service
“User ID” means my/our personal identification used in conjunction with the Password to gain access to the service
“Service” means the facility which enables me/us to give electronic instruction and the information service provided by IWC
2. Acknowledgement and Warranties
2.1. I/We acknowledge that suppliers of market data do not guarantee the timeliness, sequence, accuracy or completeness of market data or any other market information, or messages disseminated by any party. Neither IWCB nor any disseminating party will be liable in any way, for (a) any inaccuracy, error, or delay in, or omission of (i) any such data, information, or message; or (ii) the transmission or delivery of any such data, information or message; or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance, or (iii) interruption of any such data, information, or message, except to the extent that same is caused by the gross negligence, fraud or dishonesty on the part of IWCB, its employees, agents or representatives.
2.2. I/We am/are the only authorised user of IWCB Web Service under these Terms and Conditions. I/We am/are solely responsible for the confidentiality, security and use of the User Name and Password. I/We shall be solely responsible for all orders entered through the use of IWCB Web Service using my/our User Name and Password.
2.3. (a) I/We understand that IWCB Web Service is a facility which enables me/us to send Electronic Instructions for transactions provided herein and to receive such information as determined by IWCB from time to time and IWCB shall be entitled to impose conditions and restrictions in relation thereto by reasonable notice to me/us given in such manner as IWCB considers appropriate.
(b) I/We undertake to use IWCB Web Service only in accordance with these Terms and Conditions and the operational policies and procedures relating to IWCB Web Service provided by IWCB from time to time.
(c) I/We acknowledge that IWCB Web Service, and the software comprised in them, are licensed or proprietary to IWCB. I/We warrant and undertake that I/we shall not, and shall not attempt to, tamper with, modify, decompile, reverse engineer or otherwise alter in any way, and shall not attempt to gain unauthorised access to, any part of IWCB website or any of the software comprised in them. I/We agree that IWCB shall be entitled to suspend the Account immediately without notice to me/us, and the I/we acknowledge that IWCB may take legal action against me/us, if I/we at any time breach this warranty and undertaking or if IWCB at any time reasonably suspects that I/we have breached the same. I/We undertake to notify IWCB immediately if I/we become aware that any of the actions described in this paragraph is being perpetrated by any other person. In case I/we have any question on the suspension of the Account, I/we should call IWCB customer service hotline for clarification.
2.4. I/We shall immediately notify IWCB if
(a) an Electronic Instruction has been placed through the use of IWCB Web Service but a reference in the form of an order identification number was not received on line from IWCB,
(b) an Electronic Instruction has been placed through IWCB Web Service but an accurate acknowledgement of its execution or a trade identification was not received on line from IWCB
(c) I/We have received acknowledgement (whether in writing or given electronically or orally) of the execution of a transaction for which I/we did not instruct or there is any suspicion of unauthorised Electronic Instruction being given or unauthorised access to IWCB Web Service being made; or
(d) I/We become suspicious of or aware of any unauthorised disclosure or use of my/our User Name and Password. If I/We fail to notify IWCB as soon as practicable when any of the above events occur, neither IWCB nor its employees, agents or representatives shall have any responsibility or liability to me/us or to any other person whose claim may arise through me/us for any claims with respect to the handling, mishandling or loss of any Electronic Instructions.
2.5. I/We agree that should I/we experience any problems with IWCB Web Service, I/we shall use alternate methods including the use of IWCB telephone service to communicate with IWCB.
2.6 .I/We shall take reasonable steps to ensure that all my/our computer systems and software are, and undertakes to ensure that they remain, virus free and secured.
2.7. IWCB will take reasonable steps to ensure that any software provided by IWCB for the purposes of enabling the use of IWCB Web Service will be:
(a) error free;
(b) virus free;
(d) compatible with any other software; or
(e) capable of providing any facilities or functions to enable me/us and IWCB to instruct and deal in accordance with these Terms and Conditions. I/We understand that I/we should keep all transaction records for my/our reference.
2.8. IWCB and we/us will use their best endeavours to ensure that any communications between IWCB and me/us via IWCB Web Service will not be read, received or interfered with by any unauthorised person.
2.9. IWCB shall not be liable for any quoting errors which occur due to a mistyping of a quote or missing an erroneous price request from me/us by any employees, agents, or representatives of IWCB, like wrong big figure quote. IWCB reserves the right to make necessary corrections or adjustments on the Accounts involved should there be any errors in the account balances resulting from the aforesaid. Any dispute arising from such quoting errors will be resolved on a basis of a fair market value of a currency a time such an error occurred.
2.10. IWCB shall not be liable for any consequential, incidental, special, or indirect loss or damage (including lost profits, trading losses and damages) that result from inconvenience, delay, failure or inability in the use of the IWCB Web Service that are beyond the control of IWCB or the IWCB Web Service provider even if IWCB has been advised of the possibility of such loss or damages.
2.11. IWCB shall not be liable for any losses resulting from or in connection with the use of IWCB Web Service due to a cause over which IWCB does not have control, including but not limited to the failure of electronic or mechanical equipment or communication lines, telephone or other connection problems.
2.12. Whilst every effort is made to ensure the accuracy of information available through IWCB Web Service, IWCB accepts no responsibility for any use made of the information provided and will not be liable for any loss suffered thereby.
2.13. IWCB makes no representation and gives no warranty or condition, express or implied with regard to the information provided within the IWCB Web Service.
2.14. I/We acknowledge that the Internet is, due to unpredictable traffic congestion and other reasons, an inherently unreliable medium of communication and that such unreliability is beyond your control. I/We acknowledge that, as a result of such unreliability, there may be delays in the transmission and receipt of Instructions and other information and that this may result in delays in the execution of Instructions and/or the execution of Instructions at prices different from those prevailing at the time the Instructions were given. I/We further acknowledge and agree that there are risks of misunderstanding or errors in any communication and that such risks shall be absolutely borne by me/us. I/We acknowledge and agree that it shall not usually be possible to cancel an Instruction after it has been given.
3.1. This Agreement may be terminated at any time by written notice given by either party to this Agreement provided that this Agreement shall not be deemed to be terminated by me/us until you have advised me/us in writing (which notice may not be unreasonably withheld) that you accept my/our termination notice on the basis that I/we do not have any outstanding balances in the Account. Such notice shall not affect any transaction entered into by you prior to your receipt of such written notice and shall be without prejudice to any of the rights, powers or duties of you or me/us prior to such receipt.
3.2. Upon the issue of the notice pursuant to paragraph 3.1, you may terminate all accounts (including the Account) in my/our name with you and convert all monies held in or for such accounts into Hong Kong dollars and realise any open position in such accounts and subject to the full payment of all money owed by me/us to you, you shall:
(i) credit any balance on such accounts to my/our bank account;
(ii) send by post at the risk of my/our account to my/our last known address a cheque in the amount of the credit balance of such accounts; or
(iii) deliver to me/us personally or to my/our duly authorised agent or attorney a cheque in the amount of the credit balance of such accounts; and send to me/us all documents of title relating to the Securities in such accounts.
4.1. If any provision of this Agreement shall be held to be invalid or unenforceable by any court or regulatory agency or body, such invalidity or unenforceability shall attach only to such provision. The validity of the remaining provisions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained here.
4.2. Where we consist of more than one person, the liability of each of us shall be joint and several and references to us shall be construed, as the context requires, to any or each of us. You shall be entitled to deal separately with any of us including the discharge of any liabilities to any extent without affecting the liability of the others.
4.3. Where any written instruction or any other written communication from me/us is given by facsimile, I/we hereby irrevocably authorise you to accept such facsimile message from me/us as the original instruction or communication from me/us, and I/we shall fully indemnify you on demand against all loss, damage, interests, costs, expenses, actions demands, claims, proceedings whatsoever which you may incur, suffer or sustain as a result of or arising from your acceptance, reliance on or acting upon those instructions or communication. I/We acknowledge that any notices and communications to you shall be sent or delivered or communicated (as the case may be) to any address or location as notified by you from time to time.
4.4. All notices and communications to me/us may be effectively given by mailing the same by post addressed to me/us at any of my/our business, residential or mailing addresses as they appear from time to time on your records, or by delivering the same to me/us or to any such address, or by telex, facsimile or telephone or e-mail to any number or address notified to you from time to time for the purpose and shall be deemed to be received (a) on the second business day after such notice is mailed (in the case of post), and (b) when delivered (in the case of personal delivery), sent (in the case of telex) or communicated (in the case of telephone, facsimile transmission or e-mail) and that no such notice or communication need be signed on your behalf. Notices and other communications delivered to me/us through email shall be deemed to have been personally delivered to me/us, in the case of delivery through email, upon receipt of a message confirming receipt.
4.5. Every transaction indicated or referred to in any notice, statement, confirmation or other communication and every statement of account shall be deemed and treated as authorised and correct and as ratified and confirmed by me/us unless you shall receive from me/us written notice to the contrary within five days after the date after such notice, statement, confirmation or other communication is deemed to have been received by me/us.
4.6. To the extent permitted by law, you may form time to time amend any of the terms and conditions of this Agreement by notifying me/us and such amendments shall come into effect immediately upon my/our deemed receipt of your notice. I/We acknowledge and agree that if I/we do not accept any amendments as notified by you from time to time, I/we shall have the right to terminate this Agreement in accordance with paragraph 3.
4.7. Your failure to insist at any time on strict compliance with any of the terms or conditions of this Agreement or any continued course of such conduct on your part shall in no event constitute or be considered as a waiver by you of any of your powers, rights, remedies or privileges.
4.8. I/We shall not assign any of my/our rights and/or obligations under this Agreement to any other party except with your prior written consent.
4.9. This Agreement and the terms and conditions contained therein are independent of any other agreement entered into between me/us and IWCB and shall not be read, interpreted, construed or regarded as subsititution or replacement of any terms and conditions contained in the other documents.
5. Governing Law
5.1. This Agreement and all rights, obligations and liabilities under this Agreement shall be governed by and construed in accordance with the laws of Hong Kong .
all matters arising from this Agreement.