BETWEEN
Stropro Operations Pty Ltd
of Level 2 55 York Street Sydney, NSW 2000
(ABN 28 633 603 399) ("Stropro")
AND The Client ("You")
You have directed that Stropro hold cash, notes, derivatives or other financial products ("Financial Products") on your behalf as your nominee. Stropro Operations is a Corporate Authorised Representative (Authorised Representative No. 1293257) of Stropro Compliance Pty Ltd (ABN 74 640 214 740, ASL No. 533443). Stropro will acquire and hold Financial Products on your behalf in accordance with your instructions and the following terms and conditions:
1. APPOINTMENT OF STROPRO AS BARE TRUSTEE
1.1. You instruct Stropro to act as your nominee to acquire Financial Products as directed by You from time to time and register the Financial Products in its name.
1.2. Stropro will:
- register the Financial Products so that it is recorded as the holder of the legal title to the Financial Products but You will retain all beneficial ownership;
- identify the Financial Products, as far as is reasonably practicable, that are held by You; and
- keep your assets held on trust separate from the assets of
- i. Stropro; and
- i. any other person.
1.3. Subject to this Agreement:
- notwithstanding that Stropro holds legal title to the Financial Products, it must not exercise any rights attached to the ownership of the Financial Products, dispose of or otherwise deal with the Financial Products unless otherwise directed to do so by You; and
- You can at any time direct Stropro in writing to transfer the legal ownership of all or some of your Financial Products to You or at your direction and Stropro must transfer those Financial Products within seven Business Days of receipt of your written instructions.
1.4. You consent to the Financial Products which are held on your behalf by Stropro being co-mingled in a common pool with other Financial Products held by Stropro on behalf of other clients in the manner prescribed in, and in accordance with, the Corporations Act.
2. ATTENDANCES AT MEETINGS, PROXIES
2.1. Stropro will not:
- deal in any way with any proxy forms or other communications from the issuer of the Financial Products it may receive on your behalf; or
- attend any meetings, exercise any voting rights or participate in these processes unless expressly directed to do so by way of written instruction from You and only after You have paid in advance any fees that Stropro estimates may be incurred by it in undertaking those instructions in accordance with clause 7.
3. YOUR INSTRUCTIONS
- 3.1. Any instructions which You give to Stropro must be in writing, unless otherwise accepted by Stropro.
- 3.2. Without in any way limiting any other form of acceptance by You, You will be deemed to have accepted the terms of this Agreement by providing instructions to Stropro to hold Financial Products on your behalf.
- 3.3. Stropro is not required to act on your instructions where any monies are owing by You to Stropro and have not been paid when due.
4. JOINT ACCOUNTS
- 4.1. Where You are more than one person or entity, these terms and conditions bind each of You jointly and severally.
- 4.2. Stropro may act on the written instructions of each of You without the necessity to refer to or notify any other person in connection with those instructions. Signatures of all joint account holders will be required to give directions relating to payments to third parties, unless otherwise permitted by Stropro
5. COMPANY ACCOUNTS
5.1. If You are a company, unless otherwise specified in writing, Stropro may act on the instructions of any one of the directors of the company as advised by You without the necessity to refer to or notify any other person in connection with these instructions.
6. AUTHORITY TO DISCLOSE DETAILS OF OWNERSHIP
- 6.1. Stropro will disclose your name, address, the number and type of Financial Products it holds on your behalf, together with any other relevant information should it be required to do so by law or as requested by an Issuer of a particular Financial Product.
- 6.2. Stropro will not and must not lodge substantial shareholder notices for You unless expressly directed to do so by way of written instruction from You and only after You have paid in advance any fees that Stropro estimates may be incurred by it in undertaking those instructions in accordance with clause 7.
7. FEES AND CHARGES
7.1. You will, in accordance with Stropro's instructions:
- pay to Stropro the Nominee Service Fee
- pay to Stropro any Fees and Charges incurred by Stropro for its dealings with the Financial Products on your behalf; and
- reimburse Stropro for any miscellaneous costs it incurs in relation to any dealings on your behalf under this Agreement.
7.2. You authorise Stropro to deduct any amounts payable to Stropro from monies held by Stropro on your behalf.
7.3. You agree that any notice signed by a director or authorised employee of Stropro which sets out an amount due and payable by You to Stropro is prima facie evidence of it
7.4. If You fail to pay any amount within 7 Business Davs after a written demand for payment is sent to the address provided by You, then Stropro is authorised without further notice to sell the Financial Products on your behalf and apply the proceeds of any such sale, in payment or reduction of any outstanding amounts owed by You to Stropro
8. GST
- 8.1. If the supply of any services or goods to You by Stropro under this Agreement is a taxable supply, then unless advised otherwise, You must pay an amount equal to the amount of GST to Stropro at the same time as the consideration for the supply is due
- 8.2. If GST is payable on anything supplied to You under this Agreement, Stropro will provide You with a Tax Invoice on request.
- 8.3. Words defined in the A New Tax System (Goods & Services Tax) Act 1999 (Cth) have the same meaning in this clause.
9. TERMINATION
9.1. Subject to the completion of any outstanding obligations:
- this Agreement may be terminated by You or Stropro giving not less than seven days written notice to the
other dartv: anc - On termination, Stropro will transfer the Financial Products to You or to a third party as You have directed within seven Business Days.
10. LIABILITY AND INDEMNITY
10.1. You indemnify Stropro against all Fees and Charges (including consequential loss) or damage suffered or incurred by Stropro in connection with or as a consequence of the performance of its obligations under this Agreement and Stropro's holding of the Financial Products and agree to pay these costs or the amount of loss or damage to Stropro on demand
10.2. Stropro is not obliged to supervise your investment in the Financial Products, or to provide you with any financial product advice.
10.3. Stropro is not liable to You for any loss or damage suttered by You as a consequence of or related to Stropro's handling of your account or the Financial Products except where the loss or damage was directly caused by Stropro's gross negligence, fraud or dishonesty.
11. MISCELLANEOUS
11.1. This Agreement is governed by and construed under the laws of New South Wales and the parties submit to the exclusive jurisdiction of that State.
11.2. Stropro may amend or modify the terms of this Agreement by notification as disclosed on Stropro's website www.stropro.com and these amendments or modifications will take effect seven Business Days after posting the
notitication
11.3. No waiver of any breach of this Agreement will be effective unless the waiver is in writing and signed by the party against whom the waiver is claimed.
11.4. This Agreement contains the entire agreement between You and Stropro about its subiect matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.
12. DEFINITIONS
- Agreement means this Agreement
- Business Day means any day on which Australian banks are normally open for business in NSW, Australia, but excluding Saturday, Sunday or public holidays.
- Corporations Act means the Corporations Act 2001 (Cth).
- Fees and Charges means all costs, taxes, expenses, losses regarding Stropro's provision of the Nominee Services to You.
- Financial Products means cash, notes, derivatives and other financial products as defined in the Corporations Act.
- Nominee Service Fee means the fee as determined in writing at the time at which this Agreement is executed by You and Stropro, which may be updated by Stropro annually.
- Nominee Services means the services provided by Stopro to You with respect to the Financial Products
13. INTERPRETATIONS
13.1.References to a party includes the party's legal personal representatives, successors and permitted assigns,
including any person taking by way of novation
13.2. References to money are expressed in Australian dollars.
13.3. References to a month or a quarter means a calendar month or calendar quarter.
13.4. Headings do not form part of this Agreement or affect its construction or interpretation and annexures and Schedules form part of the Agreement.
13.5. The word 'includes' in any form, is not a word of limitation.
