Agreement to Appoint Agent/Broker for Trading in Securities (Cash Account and Cash Balance Account)
THIS AGREEMENT is made on this _________________day of _________, ________ at Thanachart Securities Public Company Limited, with its head office located at
No. 444, MBK Tower, 14th, 18th and 19th Floor, Phayathai Road, Wang Mai Sub-district,
Pathumwan District, Bangkok Province, Thailand between
___________________________residing at No:_______, Soi:_______________,________________Road,_______________Sub-district,_________
District, ______________Province,____________Country, hereinafter referred to as the
“Customer” of the first part and Thanachart Securities Public Company Limited, having
its principal office as referred to above, hereinafter referred to as the “Company” of the
second part.
Whereas the Customer wishes to appoint the Company as its agent/broker for the purchase and sale of securities for cash account and/or cash balance account, and the Customer agrees to pay to the Company the remuneration, commission, fees, interest, advance and other relevant costs to the Company. Therefore, both parties have agreed to enter into this Agreement on the terms and subject to the conditions as follows:
Chapter I Definitions
1 1. In this Agreement and in any other relevant document, the following terms shall
have the following meaning, unless otherwise provided herein :
1.1 “Sale Proceeds” means the proceeds from sale of the Securities in each
transaction after deduction of the Securities trading commissions, taxes, stamp duty, and any other expenses associated with the Securities sale transaction.
1.2 “Advance” means an amount of money required of the Company to pay
or which the Company has paid as consideration or settlement of the cost of the Securities purchased for and pursuant to the instruction of the Customer or the agreement spelt out herein, including the fees, reward, remuneration, commission, taxes and stamp duty and any other expenses associated with the Securities purchase transaction.
1.3 “Deposit” means the amount of money to be deposited by the Customer
with the Company as collateral for debt repayment prior to giving orders to purchase the Securities pursuant to the criteria spelt out under Clause 10.
1.4 To “purchase” or “sell” means to purchase and/or sell the Securities
irrespective whether it is related to the purchase pursuant to the Customer’s order or the purchase by the Company for the Customer or the purchase on behalf of the Customer in its capacity as the agent and/or
broker or in accordance with the provisions of this Agreement and the term shall include purchase by means of subscription.
1.5 “Stock Exchange” means the stock exchange pursuant to the law on
securities and exchange, the futures exchange or any other securities trading posts operated or supervised by the Stock Exchange of Thailand or any regulatory body.
1.6 “Equity” means assets such as (1) money, (2) the Securities, (3) other
assets, (4) any other benefit derived in connection with assets under (1) to (3) such as the right to receive dividends or interest, right to subscribe to newly issued shares and right to attend and vote at the meeting of holders of the Securities, etc. and the term shall cover the Assets as Collateral pursuant to Clause 1.7.
1.7 “Assets as Collateral” refers to the following assets:
1.7.1 Deposit pursuant to Clause 1.3;
1.7.2 Other Assets as Collateral pursuant to Clause 1.8.
1.8 “Other Assets as Collateral” refers to those assets, other than money
deposited as collateral by the Customer, approved of by the Company as collateral for debt repayment to the Company and pursuant to the criteria established by the Stock Exchange or the Office of the Securities and Exchange Commission or any other regulatory body.
1.9 “Purchase Price” means the amount representing the cost of the
Securities purchased of each transaction including brokerage fees, tax, stamp duty and any other expenses arising from or incurred in connection with such transaction for which the Customer is obligated to pay to the Company.
1.10 “Purchase Limit” means the limit by which the Company agrees to let
the Customer purchase and sell the Securities through the cash account or the cash balance account of the Customer opened with the Company.
1.11 “Business Day” means the day on which securities companies are open
for business in accordance with the notification of the regulatory body.
1.12 “Securities Depository Center” means Securities Depository Center
under the law on securities and exchange.
1.13 “Securities” means the securities under the law on securities and
exchange irrespective whether they are the Securities in the category of Equity, the Securities in the category of Debt, debt instruments, or any other instrument as specified by the Office of the Securities and Exchange Commission, the Board of Directors of the Stock Exchange of Thailand or any other regulatory body, including legal fruits, interest,
dividends, Equity or distributions and other rights arising from such securities or instruments.
The words “Securities in the category of Equity” and “Securities in
the category of Debt” shall have the following meaning.
1.13.1 “Securities in the category of Equity” refers to shares,
investment units, warrants on shares, warrants on investment units, transferable subscription right certificate, derivative warrants and any other similar securities to those securities mentioned above as prescribed by the Securities and Exchange Commission, and the Board of Directors of the Stock Exchange of Thailand or any other regulatory body;
1.13.2 “Securities in the category of Debt” means bonds, debentures,
convertible debentures, warrants on debentures and any other similar securities to those mentioned above pursuant to those prescribed by the Securities and Exchange Commission, the Board of Directors of the Stock Exchange of Thailand or any other regulatory body.
1.14 “Cash Account” refers to a securities trading account in the category of
cash account having the terms and conditions as stipulated in this Agreement and/or pursuant to those prescribed by the Stock Exchange, the Office of the Securities and Exchange Commission or any other regulatory body.
1.15 “Cash Balance Account” refers to a securities trading account in the
category of a cash balance account having the terms and conditions as stipulated in this Agreement and/or pursuant to those prescribed by the Stock Exchange, the Office of the Securities and Exchange Commission or any other regulatory body.
Chapter II
Purchase and Sale of the Securities
2. The Customer agrees to appoint and authorize the Company to act as its agent
and/or broker in connection with purchase and/or sale of the Securities both in and outside the Stock Exchange against fees and/or reward, and/or remuneration and/or commission payable to the Company in accordance with the procedures set out in this Agreement at the rate prescribed by the Stock Exchange or any other rate agreed upon by the parties including all taxes and stamp duties and other expenses.
3. In giving order for purchase and/or sale of the Securities pursuant to this
Agreement irrespective of kind, price and quantity, the Customer may, in general, personally contact the authorized staff members of the Company concurrently with delivering the Securities trading orders according to the forms prescribed by the Company or via the internet, via electronic means or via other communication tools such as telephone, mobile phone, telegram, telex, facsimile, by post or any other methods available in the future and approved of by the Company. Such order shall be deemed to be an order duly given by the Customer when:
3.1 a Company’s staff member has received the order containing clear
3.2 in the case of any contact via the internet, electronic means or any other communication tools, when the order of the Customer is transmitted to any system of the Company by means of a Password and/or PIN provided by the Company to the Customer.
In case of the preceding paragraph, the Customer agrees to accept the result of the order as if it were given by the Customer in all respects and to be bound by the obligations spelt out in this Agreement without being accorded the right to contest in any manner.
4. An order for purchase and/or sale of the Securities according to the name, type,
kind, quantity and price required shall not be restricted to or made specifically to any person or shall not specifically indicate the person from whom or to whom Securities will be purchased or sold or shall not refer to any specific features of the Securities. When the Company is required to accept or to deliver the Securities to the Customer, purchaser, seller or covenantor, the Company shall be entitled to accept or apply the Securities of the same kind and in the same quantity for the purpose.
Upon receipt of an order from the Customer, the Company shall have the right at
its option to purchase or sell the Securities from or to any one or more persons who have proposed to sell or purchase the Securities of the kind, quantity and price under the Customer’s order either through one or a series of transactions. The Company may purchase for its own portfolio investment or sell out of its own portfolio or may purchase or sell the Securities, either in whole or in part, for or to any person who has appointed and authorized the Company to be its agent and/or broker.
5. The Customer may request the Company to deliver or to record the Customer’s
name for the Securities purchased by the Company under the Customer’s order or under the terms and conditions of this Agreement only when the Customer has paid for the Purchase Price of every transaction relevant thereto in full.
6. In case there is a capital increase by a company issuing the Securities or
otherwise, the Customer agrees that the Company may subscribe for or accept transfer of the Securities in the name of the Company or in the name of the person authorised by the Company to subscribe for the Securities and/or hold the Securities on behalf of the Customer. The Customer shall pay the Purchase Price to the Company within the period specified by the Company. If the Customer fails to pay the Purchase Price within the specified period, the Company may pay the Purchase Price and such payment shall be deemed to be an advance payment made by the Company on behalf of the Customer regarding which the Customer is obligated to immediately refund the same to the Company together with a penalty at the same rate of interest as that specified in Clause 21.
7. The Company is entitled to have a lien over all the Securities purchased at
the Customer’s order and/or purchased for the benefit of the Customer pursuant to the provisions of this Agreement including any other types of the Securities of the Customer deposited with the Company or delivered to the Company for custody for whatever reason, as collateral for the payment of the Customer’s debts owed to the Company without any of such Securities being specifically assigned to any specific debt incurred as a result of any purchase. The Company retains the lien over such Securities until full payment therefor has been recovered by the Company and/or until such Securities are sold to settle the debts owed to the Company.
The Customer agrees that the Company may deposit or deliver those Securities described in the foregoing with/to the Securities Depository Centre or any other person as the Company may deem appropriate and it shall be deemed that the Company is entitled to hold and have a lien over those Securities as collateral against the performance of the Customer’s obligations.
8. The Company is entitled to receive and apply for repayment of the
Customer’s outstanding indebtedness to the Company any dividend or legal fruits thereof including any other benefits derived from the Securities purchased by the Company at the Customer’s order or in accordance with the terms of this Agreement or the Securities of the Customer deposited with or delivered to the Company for custody for whatever reason or any promissory note pledged to or deposited with the Company as collateral for debt repayment or the Deposit or any other Assets deposited as Collateral after deduction of income tax and/or other relevant expenses to settle the outstanding debts owed to the Company.
Chapter III
The Securities Purchase Limit
9. In connection with the Securities trading, the Customer agrees not to trade the
Securities beyond the Purchase Limit agreed upon with the Company. In case the Customer has traded the Securities beyond the Purchase Limit approved by the Company, the Customer agrees that the Company shall have its sole discretion to whether approve the purchase and/or sale order of the Securities beyond the Purchase Limit established by the Customer with the Company. In any case, the Customer agrees to accept the result of all Securities tradings as a result of the Securities trading orders exceeding the Purchase Limit although such Securities trading transactions shall result in the Purchase Limit being exceeded.
In case the Company does not buy and/or sell Securities pursuant to the order
which exceeds the Purchase Limit of the Customer, the Customer agrees to accept the discretion of the Company in not purchasing and/or selling the Securities and will not set this matter up against and/or claim any damages from the Company.
In case the Customer has purchased and/or sold the Securities beyond the Purchase Limit maintained by the Customer with the Company and the Company has advanced payments and/or any other Equity to the Customer, the Customer agrees to be held liable by reimbursing the amount and/or such other Equity advanced by the Company to the Company including an interest as stipulated in Clause 21 from the date the Company has advanced such payment to the Customer. The Customer agrees to be held liable to repay the advanced principal together with interest at the rate specified until the Customer shall have repaid all dues payable to the Company in full.
10. In connection with the Securities trading, the Customer agrees further as follows:
10.1 In the case of the Securities purchased through cash balance account:
10.1.1 Before placing any purchase order for Securities, the Customer
agrees to place a Deposit as collateral for debt repayment to the Company in an amount sufficient to settle the Purchase Price. The Customer is required to deliver evidences of transfer of money
into the bank account of the Company (pay-in slip) or any other evidence of deposit to the Company as approved of by the Company in order for the examination of the Company prior to purchasing Securities. The Customer is entitled to purchase the Securities within the Purchase Limit and not exceeding the amount of the Deposit placed and remaining with the Company;
10.1.2 When the Customer places a Securities purchase order on each
occasion, the Customer agrees to allow the Company to deduct from the Deposit as settlement for the Purchase Price in full. In case there is any money left out of the Deposit, the remaining amount shall be used as the basis for calculating the Purchase Limit pursuant to Clause 1.10.
However, the Customer may increase the Purchase Limit by depositing
additional money as collateral for debt settlement prior to purchasing Securities. In that event, the amount of the Deposit remaining pursuant to the preceding paragraph shall be added to the new Deposit to form the basis for calculating the Purchase Limit of the Customer.
10.1.3 The remaining Purchase Limit can be calculated by means of
deducting from the Purchase Limit approved by the Company the amount of debt out of the Securities trading of the Customer that remains outstanding to the Company and/or the value of the Securities trading order the result of which is not yet known and/or the amount of debt that the Customer has settled to the Company in the form of cheque pending collection from the bank.
10.2 As regards the Securities trading through cash account,
Before placing any Securities purchase order, the Customer agrees to arrange for Assets as Collateral for debt repayment to the Company at the rate of not less than 10% of the Purchase Price. The Customer is entitled to purchase the Securities within the Purchase Limit approved by the Company and subject to the following conditions:
10.2.1 In the case of the Deposit, the Customer must deliver evidences
of transferring money into the bank account of the Company (pay-in slip) or any other evidence of deposit with the Company as approved by the Company in order for the Company to make an inspection thereof before purchasing Securities;
10.2.2 In the case of Other Assets as Collateral, the Customer must
deliver such other Assets as Collateral as approved of by the Company prior to purchasing securities.
10.3 In case the Customer wishes to withdraw money placed as the Deposit
pursuant to Clause 10.1.1 or 10.2.1, the Customer needs to notify in writing to the Company at least 2 Business Days in advance in order to withdraw the money placed as the Deposit specifically the remaining portion of the Deposit after settlement of the Purchase Price of the Securities pursuant to this Agreement.
10.4 In case the Company deems it appropriate, as a form of collateral for
repayment of debts owed to the Company, for the Customer to provide promissory notes issued by the Company, finance companies, or other financial institutions approved of by the Company as the issuer, the Customer shall so comply and pledge the same in favour of the Company as a form of collateral for debt repayment due to the Company.
The promissory notes to be pledged may be changed whether because of re-issuance or pledging of new promissory notes replacing the old ones or there is an increase/decrease of the face value, in the number of promissory notes, irrespective whether such a change is necessitated by the increase/decrease of the Advance pursuant to the provision of this Agreement or due to any other reasons. The Customer agrees to covenant that any change of the promissory notes shall not affect the pledging of the promissory notes as collateral for debt repayment of the Customer in any respect. The pledge shall still be valid as if there were a pledge of the replacing promissory note to the extent that the Customer still has outstanding liabilities to the Company. In case the Customer has not endorsed the promissory notes in order to evidence the pledging, the Customer agrees that this provision constitutes the granting of the authority to the Company to endorse the promissory notes of the Customer as collateral for the liabilities in favour of the Company as if endorsed by the Customer itself in every respect.
10.5 The Customer agrees to let the Company use and apply the Deposit
pursuant to Clause 10.1.1 or Clause 10.2.1 for investment by depositing it or investing it in promissory notes or financial instruments with other financial institutions including any financial institution which has shareholding relationship with the Company or the relationship as a parent company or a subsidiary company or an associated company according to the definitions or regulations prescribed by the Stock Exchange or the Office of the Securities and Exchange Commission.
The Customer acknowledges and understands that the Deposit is not under the protection of the Financial Institution Development Fund or any other financial institutions providing deposit insurance. The Customer is entitled to receive interest on the Deposit only with respect to the portion of the Deposit remaining after purchasing the Securities at the rate of interest which may be announced by the Company from time to time (currently at _____percent per annum).
The Customer acknowledges that the Company is entitled to change the rate of interest either upward or downward on the Deposit payable to the Customer. The Customer agrees that the Company shall pay interest to the Customer at the new rate as may be changed from the date on which the announcement of the new rate is effective, without prior notice to or prior consent from the Customer.
10.6 In case the Customer has obtained the consent from the Company to
deposit the Securities or other Equity to secure debt repayment to the Company, the Customer agrees that the Company retains the right to arrange for the registration of the pledge over the Securities or such Other Assets as Collateral for debt repayment. The Customer agrees to prepare the relevant documents in order to effect such pledging of the Securities or such other Equity. In case the Customer does not repay the debt or defaults on debt repayment of the cost of the Securities purchased to the Company, the Company retains the right to put such Securities or such other Equity to sale by auction in order to apply the proceeds to repay the debts owed by the Customer to the Company.
Chapter IV
The Securities Trading via Internet, Electronics Means or Other Communication Tools
11. The Customer may purchase, sell Securities or effect any transaction in relation
Securities etc. via the internet with the Company only after the approval from the Company has been obtained in the form of 2 sets of passcodes with the first set being the password to be coined by the Customer when applying for the services and which password can be changed by the Customer. Such password shall enable the Customer to access general information, e.g. the purchase and sale of listed Securities or personal information etc. The second set of passcode is the PIN. The Company shall supply the PIN to the Customer at the E-mail address specified by the Customer. The PIN shall be the passcode used by the Customer in the Securities trading including any other transaction relating to the Securities via the internet. If there is any change in the password, the Customer agrees to be bound with respect to the new password by the terms and conditions of this Agreement in all respects.
12. The right of the Customer to use internet services is strictly reserved only for the
use Customer itself. The Customer is required to keep confidential its user name and password obtained from the Company pursuant to Clause 11 without allowing any other person to use the services with that password. If the passcodes are lost, destroyed or forgotten, the Customer must give a written notice requiring the Company to suspend the use of the passcodes. If the Customer fails to give a notice to the Company and there is any damage occurring to the Customer, the Company shall not be held responsible for such damage. In addition, upon delivery of the passcodes to the Customer at the address of the Customer, the Company shall not be liable for any damage arising from the use of the services by the Customer or by any other person using the Customer’s passcodes except that such damage has been caused by any action or omission with willfulness or negligence of the Company or its staff members.
13. The Company shall have the right to terminate and cancel the provision of the
internet services either temporarily or permanently at anytime with or without prior notice to the Customer. The Customer may terminate the use of the internet services by giving an advance written notice to the Company whereupon the Company shall discontinue charging services fees in the future.
14. The Customer agrees to pay to the Company for the service fees in connection
with the use of the internet services at the rate and pursuant to the conditions prescribed by the Company. The Customer may use the website named “natseconline.com” of the Company or any other websites as shall be notified by the Company to the Customer.
15. The Company shall contact the Customer at the address and/or the E-mail
address as notified to the Company by the Customer in the application for the use of the services. If the Company sends any document or letter to the Customer at the said address and/or via the E-mail address, it shall be deemed that the Customer has acknowledged receipt of the contents set out in that document or letter.
16. The Customer represents that the Customer has good knowledge or
understanding of internet usage and the internet trading system. The Customer is aware of various risks that may arise from using the internet trading system, e.g. possible loss in transit of an order for the purchase or sale of Securities, or an order for effecting any transaction in relation to the Securities or information delivered through the internet may be exploited by any other person, etc. If the Customer suffers any damage from any of such circumstances, the Customer understands and agrees that the Company cannot be held liable, and the Customer shall not claim
for any damages from the Company except that such damage has arisen from any action or omission with willfulness or negligence of the Company or its staff members.
17. The Customer shall be held liable for an order for purchase and sale of the
Securities or an order for effecting any transaction in relation to the Securities transmitted through the two passwords as mentioned above. The Company shall deem that such an order is for the Securities trading or for effecting any transaction in relation to the Securities given by the Customer. The Customer agrees to accept the result arising from the Securities trading or effecting any transaction in relation to the Securities as mentioned above and to be bound to comply with provisions under the Agreement without any contest in all respects. The period of time during which the Customer may send an order for the Securities trading or an order for effecting any transaction in relation to the Securities via the internet shall be fixed by the Company.
18. If there is any interruption to the computers of the Company or electricity or
communications system or otherwise including force majeure resulting in the Customer being unable to use or obtain the services, the Customer agrees not to set such matter up against the Company and to hold the Company liable therefor. If the Company suffers any damage due to the use of the services by the Customer, the Customer irrevocably and unconditionally agrees to indemnify the Company for and against any and all damages incurred to the Company.
19. In case the Customer purchases or sells the Securities or effects any
transaction in relation to the Securities via electronic means or via other communication tools with the Company other than via the internet, the Customer must obtain prior approval from the Company and the Customer shall comply with rules and methods specifically prescribed by the Company for purchase and sale of the Securities through such methods and the Parties agree that Clauses 11 to 18 of this Agreement shall apply mutatis mutandis to such methods.
Chapter V Debt Settlement
20. When the Customer has placed a purchase order for the Securities pursuant
to this Agreement and irrespective whether the Company is able to purchase the quantity of the Securities required, the Customer is obligated to pay the Purchase Price of the Securities, including fee, reward, remuneration, , commission, taxes and stamp duty and any other expenses associated with therewith to the Company within the period prescribed below. In the case of the Securities purchased through cash balance account, the Customer agrees to let the Company make deduction from the Deposit as settlement for the Purchase Price in full irrespective whether the Customer shall have placed the sale order and/or sold the Securities purchased by the Company pursuant to the Customer’s order before that or not.
20.1 As for the Securities in the category of Equity, settlement is to be
made within the 3rd Business Day from the date of purchasing the Securities;
20.2 As for the Securities in the category of Debt, settlement is to be made
In case the Stock Exchange or any other regulatory body has changed or amended the deadlines as specified above in this Clause, the Customer agrees to be bound and shall comply according to the new deadlines set by the Stock Exchange or by the regulatory body pursuant to their notifications applicable to that specific type of the Securities immediately without the Company having to give any advance notice therefor.
In case the Customer does not settle the debt to the Company or in the event that it is the purchase of the Securities through the cash balance account and the Company is not able to make deduction from the Deposit of the Customer an amount sufficient to settle the outstanding debt owed to the Company owing to whatever reason, the Customer agrees to be indebted to the Company and the Company is entitled to charge an interest on the Customer according to the rate stipulated in Clause 21 including the right to immediately put the Securities purchased by the Company pursuant to the Customer’s order or pursuant to the agreement stipulated in this Agreement on sale in order to apply the proceeds to settle the Purchase Price in full and the Customer agrees to immediately let the Company to apply the remaining amount of the Deposit to settle the cost of Purchase Price of the Securities to the Company. In case the proceeds are insufficient to settle the debts, the Customer is still obligated to pay to the Company in full and the Customer is to be held liable for any damages that may be incurred to the Company.
21. The Customer agrees to pay an interest on the outstanding debts owed to the
Company pursuant to this Agreement as follows:
21.1 The Customer agrees to pay an interest on the outstanding debts owed to
the Company pursuant to this Agreement at the rate of ______% per annum.
21.2 The Customer acknowledges and understands that the rate of interest
specified under Clause 21.1 is the rate determined from the maximum interest rate announced by the Company pursuant to its notification on interest rate charged to borrowing customers for purchase of Securities. In case in the future the Company has determined to change such rate of interest upwards or downwards, the Customer agrees to pay the newly announced and amended rate from the effective date of such notification without having to give any prior notice relevant thereto to the Customer.
22. In case the Customer has instructed the Company to sell Securities, the
Customer agrees to deliver the Securities sold by the Company pursuant to the Customer’s order to the Company according to the following deadline:
22.1 In case the Customer is a natural person and/or a general juristic
person, the Securities must be delivered to the Company within 12.00 noon of the Business Day after the date of the Securities sale;
22.2 In case the Customer is a securities company not being a member of
the Stock Exchange of Thailand, the Securities must be delivered within 12.00 noon of the second Business Day after the date of the Securities sale.
In case the Stock Exchange or any other regulatory body has changed or amended the deadlines mentioned above, the Customer agrees to be bound and shall immediately comply with the new deadlines stipulated by the Stock Exchange or the regulatory body
applicable to the specific type of the Securities without the Company having to issue any advance notification therefor.
In case the Customer does not comply with the above, the Company has the right to immediately purchase the Securities as replacement for delivery purpose including the right to take any action as may be deemed appropriate by the Company in order to rectify the problem and the Customer must be held liable for compensations and damages incurred to the Company.
23. In case the Customer has given the Company an order to sell the Securities
under this Agreement and the Company has sold the Securities pursuant to the Customer’s order irrespective in whole or in part, and the Customer has delivered the Securities to the Company within the deadline stipulated under Clause 22, the Company shall pay for the Sale Proceeds to the Customer within the period prescribed below unless (1) in the case of the Securities sale through cash account and the Customer has notified in writing to the Company to apply the Sale Proceeds deposited as collateral against debt repayment to the Company or (2) in case the sale of the Securities through cash balance account, the Customer agrees to let the Company immediately add the Sale Proceeds out of the Securities sale to the Purchase Limit of the Customer pursuant to this Agreement. However, the Customer agrees to allow the Company the right to set off, retain or have a lien over the Sale Proceeds remaining for the sake of settling all outstanding debts due to the Company at all times.
23.1 As for the Securities in the category of Equity, settlement is to be
made within the 3rd Business Day after the date of Securities sale;
23.2 As for the Securities in the category of Debt, settlement is to be made
within the 2rd Business Day after the date of the Securities sale.
In case the Stock Exchange or any other regulatory body has changed or amended the deadlines as specified above in this Clause, the Customer agrees to be bound and shall immediately comply according to the deadlines set by the Stock Exchange or by the regulatory body pursuant to their notifications applicable to that specific type of the Securities without the Company having to give any advance notice therefor.
Chapter VI
Application to Use the Debt Settlement via Automatic Transfer System
24. The Customer agrees to let the Company collect payments for any share
subscription or the Purchase Price by deducting from the Customer’s deposit account against every purchase transaction and let the Company to remit the Sale Proceeds of the Securities of and on consignment from the Customer or the Sale Proceeds of the Securities that the Customer has ordered or subscribed for and already settled the cost of purchases of the Securities into the bank deposit account of the Customer each time there is such a Securities sale transaction through the automatic transfer system of the bank pursuant to the following details:
24.1 The name of the Bank / Office / Branch ……….
Siam Commercial Bank (SCB) Krung Thai Bank (KTB) Bank of Asia (BOA) Other Bank________________________
24.2 Type of Bank Account
Savings Account No.
Current Account No.
25. In deducting money from the bank deposit account and/or transferring the Sale
Proceeds, the Customer requests that the Company notify the bank for the purpose of making the deduction and/or transferring the money into the bank account as specified by the Customer pursuant to the above only. Once the bank has transferred the money into the bank account pursuant to the amount notified by the Company to the Customer, it shall be deemed that the Customer has paid and/or received the Sale Proceeds from the Company on the date the bank makes deduction and/or transfers the money into the bank account of the Customer.
26. In case there is any damage arising as a result of the Customer’s having specified
details of the bank in error and/or due to the error or the negligence on the part of the bank and/or any other reason that is not attributable to the Company, the Customer agrees not claim any damages from the Company. In case there is any amendment or termination of the service/settlement by automatic transfer system pursuant to this Agreement, the Customer shall notify the Company in writing on each occasion.
Chapter VII
Custody of Customer’s Equity
27. The Customer agrees to let the Company be the custodian of the Customer’s
Equity held by or deposited with the Company in connection with the Company’s acting as the agent/broker of the Customer under this Agreement. The Company shall keep such Equity at a safe-keeping place of the Company or at other person’s secured place whereby the Company will clearly inform such other person that the Equity belongs to the Customer.
28. The Company shall separate and keep the Customer’s Equity in accordance with
the regulations of the Office of the Securities and Exchange Commission as announced by the Securities and Exchange Commission No. KorTor. 4/2543 regarding the safe-keeping of the Equity of customers by securities companies dated 4 January B.E.2543 and other provisions of laws, announcements, rules, regulations of governmental authorities which are currently in force on the date of this Agreement and/or as may be supplemented, amended or changed thereafter.
The Customer agrees to allow the Company to deposit the money separated by
the Company as the Customer’s Equity with or to invest in promissory notes or financial instruments issued by financial institutions having relation, whether directly or indirectly, with the Company as its parent, subsidiary or an affiliated companies.
29.1 In case Customer has placed a Deposit with the Company, the Company shall deposit such Deposit with a commercial bank or with any other bank established by specific laws, or invest such Deposit in promissory notes issued by financial companies or TSFC Securities Limited, or invest in other kinds of investment pursuant to the notifications of the Office of Securities and Exchange Commission, or keep the Deposit unto itself in such a manner as will enable the Company to distinguish the Deposit from other amounts.
29.2 In case of depositing Securities, the Customer agrees that the Company
shall keep such Securities in accordance with the regulations and practices of the Securities Depository Center.
30. In the event that the Customer wishes to withdraw the Equity from the
Customer’s account :
30.1 In case of Deposit withdrawal, the Customer shall inform the Company
of its intent in writing at least 2 Business Days in advance;
30.2 In case of the Securities withdrawal, the Customer shall inform the
Company of its intent in advance in accordance with the securities depository and withdrawal system of the Securities Depository Center.
However, the Equity to be withdrawn by the Customer shall not exceed the actual and
remaining Equity after deduction of the Customer’s indebtedness.
31. In case the Customer deposits any Equity, irrespective of whatever kind, with the
Company, the Customer agrees to pay the fees to the Company according to the rates and methods as shall be notified to the Customer by the Company.
32. The Customer is fully aware that the Customer’s Equity deposited with the
Company shall not be under the protection of Financial Institutions Development Fund except when the Company deposits the money of the Customer with a commercial bank or any other bank established by specific laws including the investment in promissory notes issued by financial companies and financial institutions as aforementioned shall the money be under the protection measures of the Financial Institutions Development Fund.
Chapter VIII
Effect of Agreement and Termination
33. The Company is at any time entitled to refuse purchasing any Securities
and/or refuse making any advance payment for any transaction and/or terminate the agency relationship and/or to terminate this Agreement. The Company shall not be held liable for any damage incurred to the Customer except that such damage shall have arisen from any action or omission to act with willfulness or negligence of the Company or its staff members.
In case the Customer has not traded the Securities with the Company for a
period of 6 months consecutively and has owed no debt to the Company, the Company reserves the right to transfer the remaining amount of the Deposit (if any) into the bank deposit account notified by the Customer to the Company pursuant to Clause 24. Alternatively, the Company may opt to pay the remaining amount of the Deposit to the
Customer through a cheque specifying the name of the Customer, as relevant, after the Company has exercised its right to deduct therefrom any outstanding dues owed by the Customer to the Company including expenses or damages that may be incurred to the Company pursuant to this Agreement. However, the Customer agrees to allow the Company at its sole discretion to close the account of the Customer as it deems appropriate. In addition, the Company may terminate the Agreement with the Customer.
If the Company is the party terminating this Agreement, the Company shall give a termination notice in writing to the Customer and the Customer agrees to settle all of its debts (if any) to the Company including paying for the interest accrued thereon and the accessory of the debts arising from the purchase and sale of the Securities within 7 days from the date of the termination notice served by the Company.
34. In the event that the Customer gives an order to purchase or sell the Securities
and/or in case the Company has the right to purchase or sell the Securities for the benefit of the Customer or in accordance with the terms of this Agreement, the Company shall not be held responsible whatsoever if the full quantity of the Securities as ordered cannot be purchased or sold as per the Customer’s order or entitlement.
An order to purchase or to sell the Securities or effect any transaction in relation
to the Securities at anytime or with respect to any transaction is at the sole discretion of the Customer. Any information, data or recommendation in relation to the purchase and sale of the Securities either given by the Company or any of its employees shall not be binding on the Company nor creating any liability on the Company.
35. In addition to the rights to which the Company is entitled towards the Customer
pursuant to this Agreement, if there are any damages or expenses incurred to the Company arising from or in connection with this Agreement or from the action or omission to act of the Customer including from any claim or suit taken by any person against the Company holding the Company liable in relation to this Agreement, or if an order given by the Customer to purchase or sell the Securities or effect any transaction in relation to the Customer’s Securities has caused any damage to the Company with or without intention, the Customer agrees to indemnify the Company in full against any and all damage incurred to the Company immediately after it is notified by the Company without raising any objection thereto.
In operating the securities businesses of the Company, the Company is obligated
to comply with the rules, regulations or orders prescribed by the authorised regulatory body. Therefore, if any purchase or sale order for the Securities or any action or omission to act of the Customer has caused the Company and/or its directors, and employees to be subject to a fine or punishment or any liability and/or had caused damage to any person with or without intention, the Customer agrees to immediately indemnify the Company and/or that person in full for any and all damage incurred to the Company and/or that person after it is notified by the Company without raising any objection thereto.
36. In connection with the Securities trading, any advance payment, liabilities, and/or
the Securities of the Customer effected or remaining with the Company or in the possession of the Company prior to entering this Agreement shall be deemed evidences pursuant to this Agreement and form part of this Agreement.
In case the Customer has entered into any other agreement relating to the same subject matter with the Company before entering into this Agreement, it shall be deemed that such agreement shall still be valid to the extent that such agreement shall not be in conflict with this Agreement in which event this Agreement shall prevail.
37. If any provision of this Agreement conflicts with the law or becomes
unenforceable either with respect to the matter of law or fact, both parties agree that if such provision is adjudged void, both parties agree that the unenforceability shall only be confined to such void provision and both parties agree to be bound by the provisions that are still valid and enforceable.
If there is any amendment to the laws, notifications, rules and regulations of any
authorised private or governmental regulatory body which has any effect on the terms and conditions of this Agreement, the Customer agrees to comply with the amended laws, notifications, rules and regulations and/or the Customer agrees that the Company make any necessary changes, amendments or additions to the provisions of this Agreement to reflect such amendments in all respects. It shall be deemed that the Customer agrees to be bound by such changes, amendments or additions, without any notice to the Customer.
38. Matters relating to purchase and sale of Securities, appointment of agent, making
any advance payment including any agreement and practice other than those provided in this Agreement shall be effected in accordance with the commercial and business practice of the Company and/or the laws, notifications, rules or regulations of an authorized regulatory body being in force at the time of execution of this Agreement and/or any addition or amendment thereof in the future.
39. In this Agreement, the provisions giving option to exercising of any right by the
Company relate to the following:
39.1 In case the Company has clearly expressed its intention to grant
relaxation on any Customer’s breache of this Agreement or demanding the Customer to pay its indebtedness irrespective whatever amount or transaction when capable of being done so or the Company has waived the Company’s right to terminate this Agreement, it shall be deemed that such relaxation or waiver is for such specific occasion without prejudice to the right of the Company to enforce the provisions of this Agreement or to terminate this Agreement upon subsequent default or breach by the Customer of any provision of this Agreement.
39.2 Any action taken by the Company which benefits the Customer shall not
bind the Company to repeat such an action in the future.
39.3 That the Company has not taken any action at anytime shall not
constitute a waiver or indicate that the Company has waived the right of the Company to demand the Customer to act or to settle any debts. The Company may require the Customer to act or to settle debts at any time.
40. Any notice or communication given tothe Customer under this Agreement, if not
specifically required to be made in writing, may be given by the Company by telephone or in writing which may be despatched by any means including by post, telegram, telex, facsimile, etc.
Any notice or communication which has been directed to the Customer’s address or through the telephone number specified in this Agreement or any other new address or telephone number or contact address which has been notified by the Customer in writing to the Company or which has been additionally and subsequently agreed upon in writing, shall be deemed to have been duly received by the Customer, irrespective whether the recipient is the Customer itself or any other person. If the telephone number or the contact address has been changed, dismantled or closed or there is no recipient or it is unable to locate the contact address as reported by the Company’s employees, it shall be deemed that the Customer has duly received such notice or report.
41. The Customer acknowledges all various risks that may arise from the
purchase and sale of the Securities under this Agreement, e.g. fluctuation in the index of the Stock Exchange, fluctuation in the value of the Securities and Equity, change in laws, rules, regulations and notifications in relation to these transactions. The Customer acknowledges and fully understands that the signing of this Agreement shall be deemed to be an acknowledgement of all various risks.
If there is, following the date of this Agreement, any subsequent amendment
or addition to the laws, notifications, rules or regulations mentioned in the preceding paragraph, the parties agree that the laws, notifications, rules or regulations that have been amended or added shall prevail unless it is specified otherwise by the Company.
However, the Company reserves the right to amend any terms and
conditions of this Agreement as it deems appropriate without having to obtain prior consent of the Customer, provided that such amendment shall be notified to the Customer. The Customer agrees to strictly comply with the amended terms and conditions of this Agreement.
42. In case the Customer or any authorized person of the Customer in giving an order
for the purchase or the sale of the Securities is a staff member of other securities company, the Customer shall give consent to the Company to proceed as under:
42.1 To notify such other securities company in writing of the fact that the
Customer has maintained a Securities trading account with the Company, that the account opening has been granted and the authority to give an order for purchasing the Securities with the Company, prior to providing any service under this Agreement to the Customer; and
42.2 To provide a copy of a monthly report showing each of the purchase and
sale of the Securities transaction to such other securities company including the provision of other information related to the Securities trading account of the Customer that may be useful for the purpose of monitoring the Securities trading of the Customer as maintained by the Company to such other securities company upon its request.
43. The Customer agrees that the Company may assign or transfer all or any part of
its rights and obligations to any other person at any time as the Company deems appropriate. The Customer agrees to be bound by indemnifying the Company respecting the indebtedness of the Customer until the Company or the assignee shall have been repaid in full. All rights and obligations of the Customer hereunder are personal rights and obligations of the Customer and
may not be assigned or transferred whether in whole or in part by the Customer to any other person without the prior written consent of the Company.
Chapter IX Power of Attorney
44. The Customer hereby authorizes the Company to do any act on the Customer’s
behalf with full power and authority as follows:
44.1 To purchase, sell, transfer, accept transfer and subscribe to all kinds of
the Securities or effect any transaction in relation to the Securities being traded in the Stock Exchange and elsewhere in the quantity and price in accordance with the Customer’s order as specified in this Agreement including accepting, delivering and holding such Securities;
44.2 To make payment for the cost of Securities, fees, stamp duty, and any
other expenses associated with the Securities trading or transfer, demand and receive payment from the Sale Proceeds of the Securities including dividends, interests and any rights
arising from such Securities, together with deduction for taxes and/or income tax and to remit the taxes to the Revenue Department;
44.3 To accept transfer of the Securities or rights in the Securities in
accordance with the Customer’s order and to have the same entered in the Company’s name on the Customer’s behalf and to exercise any rights arising from such Securities in attending shareholders’ meeting and voting on the Customer’s behalf in all respects;
44.4 To apply the Sale Proceeds from the Securities trading and/or the
Securities, dividends, interests and any rights arising from such Securities under Clause 44.2 mentioned herein above for the Customer’s payment of debts owed to the Company under the Agreement and/or to pledge or to deposit the Securities purchased on behalf of the Customer as collateral for the Customer’s payment of debts as the Company deems it appropriate;
44.5 To consent to the delivery or the deposit as collateral relating to the
Securities purchased or held on the Customer’s behalf including pledging and applying for registration of the pledge over the Securities as collateral for the Customer’s payment of debts to the Company or for the obligations of the Company to any other person in case that the Company has advanced the money for purchasing of the Securities on the Customer’s behalf under the Agreement;
44.6 To appoint agent to act on behalf of the Company, with such
sub-agent having the same power as that granted to the Company pursuant to the authority granted;
44.7 To allow the Company to engage in business as authorized to the
Company on the Customer’s behalf with the Company on the Company’s own behalf or as an agent of a third party;
44.8 To dispose the Securities held or acquired in the Company’s capacity as
the attorney-in-fact and/or to enforce the pledge over the promissory notes pledged as collateral and to pay the Customer’s debts; and
44.9 To execute and/or sign any documents or instruments related to and necessary to achieve the purpose of Agreement.
The Customer agrees to be held liable for any lawful act performed by the
Company or sub-agent appointed by the Company on the Customer’s behalf pursuant to this Agreement, within the scope hereof and any such lawful act shall become binding on the Customer as if performed by the Customer itself in all respects.
45. This Agreement shall be governed by and construed in accordance with the laws
of Thailand.
46. Any and all documents attached to this Agreement including any relevant
documents or documents which are prepared in prescribed forms provided by the Company shall form an integral part of this Agreement.
The Customer and the Company have read and understood the contents of this Agreement thoroughly and found that the Agreement reflects their mutual agreement with respect thereto. Therefore, both parties have executed this Agreement in presence of the witnesses.
Signature: Customer
( )
Signature: Company
(THANACHART SECURITIES PUBLIC COMPANY LIMITED)
Signature: Witness Signature: Witness
