CORPORATE CLIENT AGREEMENT
GENERAL INFORMATION
Corporate Name
Trade Name
Street Address (Not PO Box)
Country
City/Town
Office Phone/Landline Number
Email Address (Where Transaction Confirmations will be sent)
Province/State of Incorporation (CAN/US only)
Postal/Zip Code
Mobile/Cell Number
Fax Number
Registration number
Type of Business
Is the Applicant *(Check all that apply):
☐Dealer of Precious Stones or Metals
Province/State/County
Country of Incorporation
Tax ID/VAT Number (US/UK only)
Website
☐Dealer in Weapons
☐Dealer in Real Estate
☐Public Company
CORPORATE PERSONNEL
Authorized Representatives: An individual who is authorized to book, negotiate and conclude the terms of a transaction with Monex Canada. If there are
additional Authorized Representatives, please attach a separate sheet.
Full Legal Name (no abbreviations accepted)
Title/Position
Date of Birth (MM/DD/YYYY)
Complete Residential Address (including Street Address, City/Town, Province/State/County, Country, and Postal/Zip Code)
Full Legal Name (no abbreviations accepted)
Title/Position
Date of Birth (MM/DD/YYYY)
Complete Residential Address (including Street Address, City/Town, Province/State/County, Country, and Postal/Zip Code)
Beneficial Owners: An individual or corporation who directly or indirectly owns or controls 25% or more of the corporation. If there are additional Beneficial
Owners, please attach a separate sheet.
Full Legal Name (no abbreviations accepted)
Occupation (if Individual)
Ownership Percentage (%)
Complete Residential/Corporate Address (including Street Address, City/Town, Province/State/County, Country, and Postal/Zip Code)
Full Legal Name (no abbreviations accepted)
Occupation (if Individual)
Ownership Percentage (%)
Complete Residential/Corporate Address (including Street Address, City/Town, Province/State/County, Country, and Postal/Zip Code)
☐Remaining Ownership Information on Separate Page
☐No individuals own 25% or more ☐No other individuals own 25% or more
Directors: An individual that manages/supervises the business and affairs of the corporation. If there are additional Directors, please attach a separate sheet.
Full Legal Name (no abbreviations accepted)
Occupation
Full Legal Name (no abbreviations accepted)
Occupation
Full Legal Name (no abbreviations accepted)
Occupation
CORPORATE CLIENT AGREEMENT
Officers: An individual who holds an office within the corporation (e.g. President, Vice President, CEO). If there are additional Officers, please attach a separate
sheet.
Full Legal Name (no abbreviations accepted)
Title/Position
Full Legal Name (no abbreviations accepted)
Title/Position
BANKING AND SETTLEMENT INFORMATION
Bank Name
Name of Account Manager
Address of Bank Branch (including Street Address, City/Town, Province/State/County, Country, and Postal/Zip Code)
Account Number
Transit/ABA/Fedwire/Sort Code Number (Circle one)
Currency of Account
Account Number
Transit/ABA/Fedwire/Sort Code Number (Circle one)
Currency of Account
Settlement Methods (Check all that apply):
☐ACH/Direct Debit ☐Wire
☐Draft
☐Electronic bill payment
To ensure accuracy, please provide Monex Canada with a void check for any CAD or USD bank account that will be use
FOREIGN EXCHANGE AND PAYMENT NEEDS
Purpose of Transactions (please be specific)
Approximate per Trade Volume
Countries which funds transfers are expected to go to
Currencies Needed
Approximate Number of Monthly Transactions
Approximate Annual Volume
Countries which funds transfers are expected to come from
AUTHORIZATIONS AND CERTIFICATIONS
The Applicant authorizes Monex Canada to open an account for foreign currency exchange and global payment transactions and to accept and rely on all orders and
instructions (whether oral, written or electronic) from anyone Monex Canada reasonably believes is an Authorized Representative of the Applicant. The Applicant
authorizes the individual(s) and the Bank listed in Part III above to provide Monex Canada with any information necessary to assist in its dealings with Monex Canada.
If ACH/Direct Debit is selected in Part III above, by signing below the Applicant authorizes Monex Canada to initiate debit and credit entries from its’ account(s) with
the Bank listed Part III to their account(s) with Monex Canada for the purpose of settlement of foreign exchange and global payment transactions. The Applicant
certifies that (i) it will be acting as principal, for and on its own behalf, and not on behalf of any third party; (ii) the Privacy Notice has been reviewed and consented
to; (iii) the information set out in this Application is correct and complete; and (iv) that the individuals signing this Applications below have the requisite authority to
bind the Applicant. The Applicant undertakes to promptly notify Monex Canada of any inaccuracy or change in such information. By signing below, the Applicant
certifies that it has read, understood and agrees to the attached “Terms and Conditions of your Monex Canada Account” on pages 3 to 4 of this Application.
Corporate Name
Date
Signatory/Senior Official (please print)
Signature
Title/Position
X
Date of Birth (MM/DD/YYYY)
Signatory/Senior Official (please print)
Signature
Title/Position
X
Date of Birth (MM/DD/YYYY)
CORPORATE CLIENT AGREEMENT
TERMS AND CONDITIONS OF YOUR MONEX CANADA
ACCOUNT
Use of a Monex Canada Account, is subject to these
terms and conditions.
DEFINITIONS
In this Agreement, the following terms will have the
following meanings:
“Account Application” means any of the following
applications as completed and certified by the Client:
Corporate Client Agreement, Master Forward Agreement,
and Commercial Credit Agreement;
“Agreement” means these terms and conditions;
“Business Day” means a day on which commercial banks
are open for business (including dealing in foreign
exchange) in the place specified for purpose;
“Monex Canada” means any member of the Monex
Canada companies, including but not limited to Monex
Canada and Tempus, Inc.
“Primus” means the electronic foreign exchange and
global payment dealing platform provided by Monex
Canada;
“Client” means the person (both natural and legal), firm
or organization for which an Account Application was
completed and approved by Monex Canada and to whom
Monex Canada provides Services;
“Commencement Date” means the date on which Monex
Canada first opens the Client’s Monex Canada Account;
“Deal” means a transaction entered into by the Client (in
the case of a natural person) or through anyone Monex
Canada reasonably believes to be the Client’s Authorized
Representative (in the case of a legal person) and Monex
Canada for the provision of one or more services;
“Information Provider” means any entity providing
Monex Canada, whether directly or indirectly, with
Market Information including, but not limited to, stock
exchanges and news service providers;
“Intellectual Property” means all Monex Canada
inventions, registered and unregistered designs,
copyright work, trade mark and confidential information,
including but not limited to Primus;
“Market Information” means information relating to the
financial markets, including market data, research,
analysis, forecasts and commentary;
“Payment” means payments made by Monex Canada on
behalf of the Client;
“Services” means foreign currency exchange, precious
metals, global payments, Primus and other services
offered by Monex Canada;
“Settle and/or Settlement” means settlement payments
made by the Client to Monex Canada or received by
Monex Canada on behalf of the Client.
TERM
1.0
This Agreement will
take effect on the Commencement Date and will continue
for an indefinite period of time until terminated in
accordance with the provisions of this Agreement.
DEALS
2.0
The Client and
Monex Canada enter into a Deal (“time of contracting”)
upon verbal, written, or electronic acceptance by the
Client, not when the Deal is subsequently confirmed.
Verbal acceptance includes, but is not limited to, orally
over the telephone. Written acceptance includes, but is
not limited to, email and fax. Electronic acceptance
includes but is not limited to, clicking the ‘Book Now’
button on Monex Canada Primus.
2.1
Monex Canada may accept or refuse a
Deal at its absolute discretion without any liability to the
Client.
2.2
Monex Canada will provide the Client
with written confirmation of each Deal (the
“Confirmation”), which will be faxed, emailed or mailed
to the Client after the Deal has been made. In cases
where the Deal is made through use of Primus, the
Confirmation will be presented to the Client following the
Client’s acceptance of the Deal by clicking the ‘Book Now’
button. The Confirmation will describe each Deal by
setting out: (1) the respective names of the parties; (2)
the respective amounts and currencies bought and sold;
(3) the rate of exchange; (4) the value date; and (5) date
of settlement. The Confirmation will be in English.
Confirmations will be deemed conclusive and binding on
the Client if not objected to immediately upon receipt
with such objection confirmed in writing within one (1)
Business Day after dispatch of the Confirmation. The Deal
will not be invalidated if for any reason the Confirmation
is not emailed, faxed, mailed or presented to the Client,
including as a result of any computer malfunction. If for
any reason the Confirmation is not received by or
presented to the Client, the records of Monex Canada
with respect to that Deal will constitute conclusive
evidence of the terms of the Deal and may be used as
evidence in any dispute arising with respect to a Deal. If a
Confirmation is not received or presented to the Client
for any reason, the Client should notify Monex Canada
immediately by contacting a Monex Canada
representative, and Monex Canada will provide the Client
with a Confirmation.
2.3
Once a Deal has been entered into, the
Client must make a settlement on the settlement date
provided in the related Confirmation. The Client must
ensure that any account from which the Client’s
settlement obligations under a Deal are to be made
contain sufficiently cleared funds to settle the Deal. If the
account does not contain sufficiently cleared funds to
settle the Deal, the Client will be liable for any resulting
fees payable and must ensure that cleared funds are
immediately provided.
2.4
If the Client instructs Monex Canada to
make a payment on a date that is not a Business Day in
the jurisdiction where the beneficiary of such payment is
located, the payment date for the Deal will be the first
day following that is a Business Day, notwithstanding
anything to the contrary in the Confirmation and subject
to the Deal being properly settled by the Client.
2.5
Monex Canada will use its reasonable
efforts to process the Client’s Deals on the same day they
are submitted. Monex Canada cannot control nor be
responsible for the time it takes financial institutions to
process transactions.
2.6
The Client agrees that it will not use its
Monex Canada Account for any speculative purposes.
2.7
Any negotiable item issued by Monex
Canada in favor of the Client which is lost, stolen, or
destroyed in transit will be reported by the Client to
Monex Canada within ninety (90) days of such
occurrence. The Client agrees to deliver to Monex Canada
a signed indemnity agreement, affirming that the Client
has no received value for such item. Upon receipt of such
signed indemnity agreement, Monex Canada will
immediately issue and deliver to the Client a replacement
item in the applicable value.
2.8
The Client acknowledges that Monex
Canada is not a deposit-taking institution.
2.9
It is the Client’s sole responsibility to
ensure that beneficiary and financial institution
information are up to date and accurate at all times.
Monex Canada has no obligation to seek updates from
the Client for its beneficiary or financial institution
information, and Monex Canada is not liable to the Client
for any loss or claim that may arise as a result of Monex
Canada not having obtained or received the Client’s
accurate and up-to-date beneficiary or financial
institution information.
2.10
If the Client has a dispute with a
beneficiary or financial institution concerning a payment
made via Monex Canada, the Client agrees to settle the
dispute directly with the beneficiary or financial
institution.
CANCELLATION OF A DEAL
3.0
The Client acknowledges and agrees that
once the Deal has been entered into, the Deal is the
Client’s binding obligation and that the cancellation of
any such Deal will be entirely within the sole and absolute
discretion of Monex Canada. In the event that the Client
wishes to request Monex Canada to cancel a Deal, the
Client must notify Monex Canada immediately by
contacting a Monex Canada representative.
3.1
If the Client has any right given by statute
or statutory instrument to cancel a Deal, the parties
agree that the Client will not be able to cancel any Deal
once the performance by Monex Canada of the Services
in relation to that Deal has begun.
3.2
If the Client fails to settle the Deal on the
settlement date, without limiting any other remedies that
it may have, Monex Canada may, in its absolute
discretion cancel the Deal.
3.3
If the Deal is cancelled by Monex Canada
for a reason described in paragraphs 3.0 to 3.2 above, the
Client agrees to reimburse Monex Canada for any losses
or expenses incurred by Monex Canada as a result of
cancelling the Deal, including but not limited to breakage
costs and trading losses. In the event there is a profit on
the date of cancellation, the Client agrees that the profit
will belong to Monex Canada.
CURRENCY RATES
4.0
Notwithstanding that an exchange rate is
agreed at the time of contracting in relation to a Deal,
Monex Canada cannot guarantee the same exchange rate
in relation to any other transaction.
FEES
5.0
The Client will pay to Monex Canada such
fees and charges as notified by Monex Canada from time
to time. In addition, the Client is responsible for the
payment of all intermediary bank fees or bank fees
associate with returned funds except where such return
is attributable solely to breaches or default by Monex
Canada.
CONFIRMATIONS
6.0
The Client acknowledges and agrees that
in cases where Deals are not made through use of Primus
that unless otherwise specified in writing by the Client,
the Confirmation will be sent to the email address
provided in the Account Application. In the event no
email address is provided on the Account Application, the
Confirmation will be sent to the fax number provided on
the Account Application. In the event that neither an
email address nor a fax number is provided on the
Account Application, the Confirmation will be sent to the
mailing address provided on the Account Application by
regular mail/postal service. The Client is responsible for
ensuring that the email address, fax number, and mailing
address are accurate and up to date at all times.
6.1
Confirmations that may be sent by email,
fax, or mail, including any information transmitted with it,
are intended for the use of the addressee(s) and are
confidential. If the Client is not the intended recipient,
and review, disclosure, conversion to hard copy,
dissemination, reproduction or other use of any part of
the communication is strictly prohibited, as is the taking
or omitting of any action in reliance upon this
communication. If the Client receives a communication in
error or without authorization the Client will notify
Monex Canada immediately and delete the entire
communication from any computer, disk drive, or other
storage medium.
6.2
The Confirmation will be evidence of the
terms of a Deal and will be final and binding on the Client
and Monex Canada.
ACCOUNT OPERATION
7.0
The Client Authorizes the opening of an
account with Monex Canada for Services.
7.1
The Client represents that those
individuals set out in the Account Application (as may be
amended from time to time in writing) have authority to
enter into Deals on the Client’s behalf and/or who have
authority to instruct Monex Canada to book, negotiate
and conclude terms, including settlement to Monex
Canada and delivery instructions (“Authorized
Representatives”).
7.3
The Client represents that any Deal will
be enforceable against the Client.
7.4
The Client’s representations in this
Agreement are deemed to be repeated on each date on
which the Client enters into any Deal.
7.5
The Client agrees that it will not, under
any circumstances whatsoever, deposit funds, whether
cash, draft, check or otherwise, directly into any of
Monex Canada’s bank accounts worldwide. Failure to
comply with this provision will permit Monex Canada to
cancel the Deal and/or terminate this Agreement at its
sole discretion.
7.6
The Client agrees and confirms that it is
and will be a principal in all Deals and will not act as an
agent.
7.7
No variation of any Deal will be valid
unless it is in writing, signed by or on behalf of each
party.
7.8
Monex
Canada
may
verify
communications or the source of the communications
before Monex Canada accepts the instructions, but
Monex Canada is not obligated to do so.
RECORDS
8.0
Monex Canada may maintain a database
of all the Client’s instructions. Monex Canada’s records
will be conclusive and binding on the Client in any
dispute, including in any legal proceeding, and treated by
both parties as the best evidence of the Client’s Deals
with Monex Canada, in the absence of clear proof that
Monex Canada’s records are erroneous or incomplete.
INFORMATION SOURCES
9.0
Market Information provided by Monex
Canada through any means has been independently
obtained from various information Ppoviders through
sources believed to be reliable. NEITHER MONEX CANADA
NOR THE INFORMATION PROVIDERS GUARANTEE THE
TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS
OR FITNESS FOR A PARTICULAR PURPOSE OF ANY
MARKET INFORMATION PROVIDED BY MONEX CANADA.
The Market Information may include views, opinions and
recommendations of individuals or organizations. The
Client understands that neither Monex Canada nor the
Information Providers necessarily endorse such views or
opinions, or are providing any investment, tax,
accounting or legal advice to the Client.
9.1
The Client represents that it is not relying
on any communication (written or oral) of Monex Canada
as investment advice, as recommendation to enter into a
Deal or an assurance of expected results of a Deal and
that each Deal entered into by the Client will be based
upon the Client’s own judgment and upon advice from
such advisors as the Client has deemed necessary. The
Client acknowledges that Monex Canada is not acting as a
fiduciary or advisor with respect to any deal.
9.2
The Client acknowledges and agrees that
information described in 9.0 and 9.1 represent the
opinion of Monex Canada and is not guaranteed in any
way.
SET OFF
10.0
If the Client fails to settle when due
under this Agreement or under a Deal, Monex Canada
may, without prior notice set off, any amount owing by
the Client to Monex Canada under this Agreement or
under a Deal, against any amount owing by Monex
Canada to the Client, whether or not the amount is owed
to Client under this Agreement or under a Deal.
SERVICE MODIFICATIONS AND INTERRUPTIONS
11.0
Monex Canada may modify any or all of
Monex Canada systems, including but not limited to,
Primus, at any time. Monex Canada systems, including
but not limited to, Primus may periodically be unavailable
to the Client during its normal hours of operation in order
to allow for maintenance, updates or other causes.
Monex Canada will not be responsible for delays or
failures in performance resulting from acts beyond its
reasonable control.
TERMINATION
12.0
Either party may terminate this
Agreement at any time by giving the other party thirty
(30) days written notice. Termination of this Agreement
by either Monex Canada or the Client will not affect any
Deals that were entered into prior to such termination, in
respect of which this Agreement will continue until all
obligations under those Deals have been performed. This
Agreement will continue in effect until terminated by
either party.
12.1
In the case of a dispute that cannot be
resolved by the parties, UK clients may contact The
Financial Ombudsman Service, South Quay Plaza 183
Marsh Wall London E14 9SR.
ENTIRE AGREEMENT
13.0
The terms of each Deal set out in the
related Confirmation are incorporated into and form part
of this Agreement and together constitute a single
Agreement between the Client and Monex Canada. If
there is any inconsistency between this Agreement and a
Confirmation, this Agreement will govern. In connection
with the provision of the Services, the parties may enter
into separate contracts (the “Ancillary Contracts”),
including but not limited to a Master Foreign Currency
Forward Contract or Commercial Credit Agreement, each
of which will be incorporated into and form part of this
Agreement.
SUPERSEDING CLAUSE
14.0
This Agreement supersedes any and all
other agreements.
AMENDMENT
15.0
This Agreement may by amended by
written notice by Monex Canada to the Client, which may
include communication via Primus (if the Client is a user),
and by posting a notice on Monex Canada’s Website. The
Client’s continued use of the Account after the date of
any such amendment will constitute the Client’s
agreement and consent to such amendment.
INTELLECTUAL PROPERTY RIGHTS
16.0
The Client acknowledges that the
content, format and presentation of the material in
relation to the Services and Market information that
Monex Canada provides to the Client under this
Agreement may contain Intellectual Property which is
either Monex Canada’s property or licensed to Monex
Canada. In no event will the Client have or acquire any
rights to or in respect of the Intellectual Property.
16.1
The Client agrees that it will not remove,
change, alter or claim rights over any Intellectual
Property, either existing or created during the term of
this Agreement.
16.2
The Client acknowledges that Primus and
Monex Canada’s website (www.monex-ca.com) contains
material which is copyright of Monex Canada and the
Client acknowledges that it will not acquire any rights to
such material by downloading it.
PRIMUS
17.0
The Client, and if applicable, the
Authorized Representatives, will keep Passwords, User
IDs and Personal Verification Questions and Answers
confidential. The use of a Password, User ID and Personal
Verification Questions and Answers by the Client or by
CORPORATE CLIENT AGREEMENT
any person with or without the Client’s/Authorized
Representatives knowledge or consent, in connection
with a Deal made through Primus, binds the Client legally
and makes the Client responsible as if the
Client/Authorized Representative had given instructions
to Monex Canada.
17.1
Monex Canada encourages the Client not
to keep a written record of the Client’s confidential
Password, User ID and Personal Verification Questions
and Answers. The Client is responsible to take reasonable
precautions in order to conceal the Client’s Password,
User ID and Personal Verification Questions and Answers.
17.2
Monex Canada must be notified within
24 hours of learning that the Client’s confidential
password, User ID and Personal Verification Questions
and Answers, was/were disclosed to, or obtained by,
anyone else or may be known to anyone else.
Furthermore, Monex Canada must also be notified within
24 hours if, as a result of the above, there was
unauthorized use of the Client’s Account.
COMPLIANCE
18.0
The Client acknowledges that Monex
Canada is a money service business and is subject to
various laws and regulations including those related to
anti-money laundering (“AML”) and anti-terrorist
financing (“ATF”) in various jurisdictions. The Client
acknowledges that Monex Canada has and will maintain a
reasonable “know your customer” program as a part of
its overall AML/ATF program and that Monex Canada has
and will maintain records of the Client including but not
limited to the Client’s name, address, nature of the
principal business, and incorporation number and place
of issue of an entity, or date of birth and occupation of an
individual.
18.1
The Client agrees to promptly notify
Monex Canada of any inaccuracy or change to the
information provided in the Account Application and will
at the request of Monex Canada provide Monex Canada
with any information which may be required from time to
time under any applicable laws and regulations. The
Client agrees that it will notify Monex Canada of any such
change no later than sixty (60) days after the change has
occurred.
18.2
The Client acknowledges that the Client
must be on one end of the Deal, in each and every Deal.
For further clarity, either funds must come from the
Client’s bank account or go to the Client’s bank account.
18.3
Accounts which have had no activity for a
period of at least one year will be closed. In order to
reactivate the Account, the Client will be required to
complete the requisite Compliance documentation,
namely an updated Corporate Client Agreement.
18.4
The Client acknowledges that it will be
required to confirm its Account details from time to time.
In cases where the Client is rated as high risk, the Client
may be required to confirm its Account details on an
annual basis.
CONFIDENTIALITY
19.0
Each party will keep confidential the
other’s information obtained in connection with this
Agreement, unless the information is in the public
domain, or disclosure is reasonably believed required by
applicable law, or for the party’s protection.
LIMITATION OF LIABILITY; INDEMNIFICATION
20.0
With the exception of its gross negligence
or wilful misconduct, the Client will indemnify and hold
Monex Canada, its directors, officers, employees and
agents harmless from and against all liabilities, damages,
claims, costs, losses and expenses (collectively, the
“Losses”) incurred by Monex Canada arising out of, or
with respect to, ANY REASON WHATSOVER, including but
not limited to any of the following:
 A Deal is processed later than the Client had anticipated
for whatever reason;
 An Authorized Representative was not authorized to
enter into a Deal or complete the terms of the Deal;
 An incorrect payment was made based on incorrect
payment or delivery instructions provided by the
Client or Authorized Representative;
 Any decision made, action or inaction taken by the
Client or any party in reliance upon information or any
opinion expressed by a representative of Monex
Canada as to future direction of prices of specific
currencies;
 Monex Canada did not make any inquiries concerning
instruction which are believed by Monex Canada to be
genuine instructions from the Client or Authorized
Representative;
 Transmitting confidential, personal or otherwise
sensitive information to Monex Canada or if Monex
Canada communicates such information to the Client
over the internet. The Client agrees that
communication by email or use of Primus will be at
Client’s own risk.
 Termination of this Agreement for any reason, including
those related to regulatory non-compliance;
 Termination of this Agreement for any reason, including
those related to regulatory non-compliance;
 The closure of an Account for inactivity;
 Communication malfunctions that affect the accuracy
or timeliness of messages or instructions between the
Client and Monex Canada and/or which prevent
messages from being transmitted in whole or in part;
 If the Client makes a mistake when entering
information on the Application or when using Primus;
 Unauthorized access to accounts online or losses that
occur as a result of the Client voluntarily disclosing the
Client’s account information, or for failing to log off
properly or for the careless and improper handling,
storage or disclosure of account information;
 If for any reason, the Client cannot access any part of
Primus or Primus does not function or is not available;
 Any harm or loss to the Client’s personal computer or
data;
 Any harm or loss suffered by the Client by reason of any
act or omission in the course of or in connection with
the use of any Electronic Access Device; or
 Timeliness, sequence, accuracy or completeness or
fitness for a particular purpose of any Market
Information provided by Monex Canada.
20.1
IN NO EVENT WILL MONEX CANADA BE
LIABLE TO THE CLIENT OR ANY PERSON FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OF ANY NATURE OR KIND.
20.2
Paragraphs 20.0 and 20.1 will survive the
completion of any Deal or termination of this Agreement.
SUCCESSORS AND ASSIGNS
21.0
This Agreement is binding on, and inures
to the benefit of, the parties’ successors and assigns.
Neither party may assign its rights or obligations under
this Agreement without the other’s prior consent,. That
consent will not be unreasonably withheld except that
Monex Canada may assign this Agreement to an affiliate.
NOTICE
22.0
Notices are required in writing.
22.1
Notices which the Client needs to deliver
to Monex Canada must be delivered by mail, courier or
fax as follows:
Canada Address (Head Office)
Monex Canada
100 King Street West, Suite 2680
Toronto, Ontario MSX 1A9, Canada
Fax: TBD
US Address
Tempus, Inc.
1225 New York Ave NW, Suite 200
Washington, D.C. 20005, USA
Fax: 202-785-2554
22.2
Notices to the Client will be made to the
address, fax or email addresses as provided in the
Account Application. Failure of the Client to update the
contact details on the Account Application prior to
providing notice as specified under this Agreement does
not void the effectiveness of the notice.
22.3
Any notice will be deemed effective (a) if
delivered by mail, five days after the letter is sent; (b) if
delivered by courier, on the date it is delivered, (c) if
delivered by fax, on the date that transmission is sent in
legible form and (d) if delivered by email, on the date that
the email is sent.
22.4
The Client acknowledges and agrees that
communication by email or its use of the internet will be
at the Client’s own risk.
GOVERNING LAW
23.0
This Agreement, related Confirmations
and telephone recordings will be construed and
interpreted in accordance with the laws of the
Province/State and applicable federal laws based on the
location of the Monex Canada entity. Specifically, for
Deals made with Monex Canada (U.S.A.), the laws of
Washington D.C. will apply. For Deals made with Monex
Canada, Inc., the laws of the Province of Ontario will
apply.
23.1
Quebec Clients confirm that this
Agreement and any related document, including but not
limited to Ancillary Contracts, will be in English. Vous
confirmez preferer que cette convention et les
documents s’yrattachant soient rediges en anglais.
LEGAL FEES
24.0
In any litigation, arbitration, or other
proceeding, including collection, by which Monex Canada
seeks to enforce its rights under this Agreement (whether
in contract, tort, or both) or seeks a declaration of any
rights or obligations under this Agreement, Monex
Canada will be entitled to claim and be awarded its
reasonable legal fees, and costs and expenses incurred.
SUBCONTRACTING
25.0
The Client agrees that Monex Canada
may engage any third party in order to perform its
responsibilities under this Agreement. Nonetheless,
performance will remain under Monex Canada’s
supervision and responsibility.
INVALIDITY
26.0
The invalidity of any provision of this
Agreement will not affect the validity of other provisions.
AUTHORITY
27.0
Each party represents that it has all
permissions, and authorities necessary to enter into and
perform this Agreement, and that the execution and
performance of this Agreement will not conflict with
another agreement to which it is a party.
27.1
The Client represents that the financial
and business information submitted by it (and all
updates) was (or will be) accurate and complete when
submitted. The Client agrees to inform the other party
immediately of any material change in its financial
condition, and to update the other party on such matters
annually.
COUNTERPARTS
28.0
This Agreement may be executed by the
Client in any number of counterparts each of which,
when executed and delivered, will be an original. Any
signed counterpart transmitted by facsimile transmission
will constitute an original and will be deemed to be
binding when delivered.
WAIVER
29.0
No covenant or condition of this
Agreement may be waived except by the written consent
of Monex Canada, and forbearance or indulgence by
Monex Canada in any regard will not constitute a waiver
of the covenant or condition to be performed by the
Client and until complete performance by the Client of
the covenant or condition, Monex Canada will be entitled
to invoke any remedy available under this Agreement or
by law, despite the forbearance or indulgence.
PRIVACY
30.0
Personal information collected on the
Account Application is for the main purpose of complying
with applicable AML and CTF financing laws and
regulations. Telephone calls to and from Monex Canada
may be recorded to evidence business transactions, to
ensure quality control and to improve internal training
measures. Details are found in Monex Canada’s Privacy
Notice at www.monex-ca.com. The Client acknowledges
that the Privacy Notice has been reviewed and is
consented to.
HEADINGS
31.0
Headings within this Agreement are for
convenient reference only and have no effect in limiting
or extending the language of the provisions to which they
refer.
FORCE MAJEURE
32.0
Neither party is liable for failure to
perform or delay in performing any of its obligations in
relation to a Deal insofar as the performance of such
obligations is prevented by any circumstances beyond the
reasonable control of a party (including without limitation
any acts of God, acts or restraints of governments or
public authorities, strikes, lock-outs, or other industrial
action, terrorism, was, revolution, riot or civil
commotion) (“Force Majeure”).
32.1
Each party will promptly notify the other
party of the occurrence of a Force Majeure event and will
use reasonable endeavors to continue to perform its
obligations in relation to the Deal.
MISCELLANIOUS
33.0
Nothing in this Agreement will create, or
be deemed to create a partnership, joint venture,
employer and employee relationship, principal and agent
relationship or any other relationship not specified within
the terms of this Agreement.