1.1 Affiliates means any Related Bodies Corporate as defined under the Corporations Act 2001 (Cth).
1.2 Currency Exchange Rate means the rates available at: Bloomberg, FX Conversion Calculator.
1.3 Counterparty means the third party or parties which the Client will enter into a trade or deal with.
1.4 Fees means the fees payable to us for each Transaction in accordance with our Rates.
1.5 Instructions means any oral or written communications including whether delivered in person, by phone or by electronic means, including but not limited to emails, instant messages and text message.
1.7 Products means the Contract Types described in Annex 2.
1.8 Rates means the per unit Fees we charge as set out in Annex 2 which are payable for each Transaction.
1.9 Services means the services outlined in Annex 1 which CORE may offer to the Client.
1.10 Transaction means CORE placing a live price into the market on behalf of the Client which is accepted by a Counterparty.
2.1 This agreement commences on the Start Date and will continue for the Term unless terminated earlier in accordance with clause 2.3.
2.2 The Client appoints CORE as its agent for the purposes of the Transactions and agrees that CORE may bind the Client into sales and purchase arrangements with Counterparties, which the Client agrees it will formalise directly with any Counterparty,
2.3 Either party may terminate this agreement by giving Instructions of their intention to terminate the agreement.
2.4 On termination, Client must immediately pay all outstanding Fees incurred, to CORE.
3.1 In consideration for the provision of the Services, the Client must pay the Fees to CORE. The Fees are incurred at when the Client enters into a contract with a Counterparty for the sale or purchase of the Product either facilitated by CORE or with a counterparty introduced to the Client by CORE.
3.2 CORE will invoice the Client for the Fees incurred in any month within 10 days after the end of that month and unless otherwise agreed are payable 20 days after receipt of invoice.
3.3 Where the Fees are in a currency other than Australian Dollars then the Client agrees that CORE may charge the Currency Exchange Rate applicable at the time of invoicing.
3.4If GST is payable in relation to a Taxable Supply, theamount payable for that Taxable Supply is the amount for that Taxable Supplyspecified in this Agreement plus GST.
3.5 The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made under this Agreement. In this clause 3, the terms “GST”, “Taxable Supply” and “Input Tax Credit” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 and related tax imposition Acts of the Commonwealth of Australia.
3.6 The parties agree the Fees may be varied by CORE on 30 days’ notice. By continuing to instruct CORE under this agreement following notice of Fee changes, the Client agrees to the new Fees.
4.1 In consideration of the Client paying to CORE the Fees, CORE will provide the Services to the Client.
4.2 In the performance of the Services, CORE and any Affiliates will act as name passing broker only and will not under any circumstances stand as principal to the trade being entered into.
4.3 CORE will confirm the Transaction to the Client and the counterparty through Instructions. Each confirmation will include:
a) the names of the Counterparty,
b) transaction value,
c) type of deal,
e) date of deal,
f) settlement dates, and
g) fees payable.
4.4 Once a Transaction takes place, CORE will provide confirmation to the Client in accordance with clause 4.3, noting it is not necessary for CORE to communicate to the Client that the live price has been hit in order for the transaction to be completed.
5.1 CORE is in no way liable or responsible for any errors not corrected, and any loss arising from those errors, due to a failure to comply with this clause 5.1.
5.2 The Client acknowledges and agrees that:
h) CORE makes no representations as to the financial condition of any actual or potential Counterparty and that any Transaction undertaken by the Client is at its own risk;
i) CORE makes no representations as to the accuracy or reliability of any information provided to the Client in respect of any Transaction entered into by any of the parties;
j) CORE is responsible only for facilitating the relevant Transaction between the Client and the Counterparty;
k) CORE disclaims all warranties, express or implied, to the extent permissible by law;
l) it has considered its own objectives, financial situation and needs and has formed the opinion that trading in the Product is suitable for the Client ’s purposes;
m) it understands the risks involved in trading in the Product and accepts that such risks reside with the Client; and
n) CORE has recommended that the Client obtain its own legal, financial and taxation advice in relation to the Transactions contemplated by this Agreement.
6.1 The parties must keep all Confidential Information confidential and use such information for the sole purpose of performing its obligations under this agreement.
6.2 A Receiving Party must not use or disclose the Confidential Information except:
a) for the reasonable purposes of fulfilling the Receiving Party’s obligations under this agreement or as otherwise permitted by this agreement;
b) as required by law, subject to the Receiving Party notifying the Disclosing Party immediately if it becomes aware that such disclosure may be required; or
c) or otherwise with the Disclosing Party’s prior written consent.
6.4 CORE records all telephone conversations with the Client and by agreeing to give or receive instructions by telephone, the Client consents to being recorded.
7.1 The Client is solely responsible for determining whether the Services, are suitable for the Client’s needs and for ensuring it has the necessary authority to provide Instructions to CORE in relation to the Services.
7.2 To the fullest extent permitted by law in no circumstance will CORE be liable in connection with this agreement, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise, for any:
a) Consequential Loss; or
b) Any liability exceeding the Fees paid to CORE by the Client in the twelve months preceding the date on which the relevant cause of action arises.
8.1 Nothing in this agreement will be taken to give rise to a relationship of employment, agency, partnership or joint venture.
8.2 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
8.3 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.
8.4 If any term or provision (or part thereof) of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision (or part thereof) will be severed from this agreement and the remaining terms and conditions will be unaffected.
8.5 Any term which by its nature is intended to survive termination of this agreement survives termination of this agreement.