Common use of Delegation and Use of Intermediaries Clause in Contracts

Delegation and Use of Intermediaries. 1.7.1 SFP may use, engage or appoint, directly or indirectly, any person (including another broker, dealer, market-maker, exchange, clearing house, bank, custodian or other Third Party) (“Intermediary”), whether in Singapore or elsewhere, whether or not an Officer of SFP, and whether or not associated with, connected to or related to SFP, to: (a) carry out any Order; (b) execute or clear any Transaction; (c) hold (whether in a trust account or otherwise) or custodise any of the Customer's funds and assets; or (d) exercise any authority granted to SFP by the Customer under this Customer Agreement or otherwise. Such use, engagement or appointment of any Intermediary shall be upon such terms and conditions as SFP deems fit in its discretion. 1.7.2 If SFP has exercised reasonable care in its selection of the Intermediary, and/or the use of such Intermediary was necessary to carry out Transactions and/or Services for the Customer, the Customer acknowledges, agrees and accepts that: (a) SFP has no liability or responsibility for any Intermediary Default which is beyond SFP’s reasonable control, including without limitation, the loss of all Margin which the Customer is required to provide to SFP at SFP’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled, or the loss of all funds held in a trust account or subject to a trust in favour of the Customer; and (b) the Customer shall bear all risks arising from or consequent to or in relation to the acts or omissions or the Intermediary Default of such Intermediary which is beyond SFP’s reasonable control, including without limitation, the risk of loss of all Margin which the Customer is required to provide to SFP at SFP’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled. 1.7.3 If the Customer has expressly instructed SFP on the selection of the Intermediary, the Customer acknowledges, agrees and accepts that: (a) SFP has no liability or responsibility whatsoever for any Intermediary Default of such Intermediary, including without limitation, the loss of all Margin which the Customer is required to provide to SFP at SFP’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled, or the loss of all funds held in a trust account or subject to a trust in favour of the Customer; and (b) the Customer shall bear all risks arising from or consequent to or in relation to the acts or omissions or the Intermediary Default of such Intermediary, including without limitation, the risk of loss of all Margin which the Customer is required to provide to SFP at SFP’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled. 1.7.4 The Customer further acknowledges and agrees that, where SFP uses, engages or appoints an Intermediary: (a) SFP may have to accept sole and principal responsibility to the Intermediary for the executed Order. This may be notwithstanding that, as between the Customer and SFP, SFP may in fact be the agent of the Customer; and accordingly (b) the Customer shall indemnify, keep indemnified and hold harmless SFP against any and all Losses (including legal costs on a full indemnity basis) suffered or incurred by SFP whether directly or indirectly in relation to, arising out of or in connection with any act, or omission, or any Intermediary Default, of an Intermediary or such Intermediary’s officers, employees, agents or representatives, which is beyond SFP’s reasonable control, provided that all actions taken by SFP were in good faith and in compliance or performance of SFP’s said principal obligation or responsibility. 1.7.5 The foregoing rights and remedies of SFP will apply even though as between SFP and the Customer, the Customer may be in actual or anticipatory default. 1.7.6 In view of the fact that SFP may have accepted principal responsibility and/or liability to another Intermediary, the Customer also acknowledges that: (a) any cash or other property (which as between SFP and the Customer is to be regarded as that of the Customer, or purchased by or for the Customer) may or will be regarded by such Intermediary as being the cash or other property of SFP or purchased by SFP for itself; and (b) this may in some instances result in prejudice to the Customer. For example, in certain circumstances, the Customer’s monies and property may be used to satisfy obligations of SFP or other customers of SFP; and (c) the Customer accepts that this is a necessary risk of dealing in Singapore or in any foreign jurisdiction through SFP.

Delegation and Use of Intermediaries. 1.7.1 SFP IFPL may use, engage or appoint, directly or indirectly, any person (including another broker, dealer, market-maker, exchange, clearing house, bank, custodian or other Third Party) (“Intermediary”), whether in Singapore or elsewhere, whether or not an Officer of SFPIFPL, and whether or not associated with, connected to or related to SFPIFPL, to: (a) carry out any Order; (b) execute or clear any Transaction; (c) hold (whether in a trust account or otherwise) or custodise any of the Customer's funds and assets; or (d) exercise any authority granted to SFP IFPL by the Customer under this Customer Agreement or otherwise. Such use, engagement or appointment of any Intermediary shall be upon such terms and conditions as SFP IFPL deems fit in its discretion. 1.7.2 If SFP IFPL has exercised reasonable care in its selection of the Intermediary, and/or the use of such Intermediary was necessary to carry out Transactions and/or Services for the Customer, the Customer acknowledges, agrees and accepts that: (a) SFP IFPL has no liability or responsibility for any Intermediary Default which is beyond SFPIFPL’s reasonable control, including without limitation, the loss of all Margin which the Customer is required to provide to SFP IFPL at SFPIFPL’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP IFPL with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled, or the loss of all funds held in a trust account or subject to a trust in favour of the Customer; and (b) the Customer shall bear all risks arising from or consequent to or in relation to the acts or omissions or the Intermediary Default of such Intermediary which is beyond SFPIFPL’s reasonable control, including without limitation, the risk of loss of all Margin which the Customer is required to provide to SFP IFPL at SFPIFPL’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP IFPL with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled. 1.7.3 If the Customer has expressly instructed SFP IFPL on the selection of the Intermediary, the Customer acknowledges, agrees and accepts that: (a) SFP IFPL has no liability or responsibility whatsoever for any Intermediary Default of such Intermediary, including without limitation, the loss of all Margin which the Customer is required to provide to SFP IFPL at SFPIFPL’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP IFPL with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled, or the loss of all funds held in a trust account or subject to a trust in favour of the Customer; and (b) the Customer shall bear all risks arising from or consequent to or in relation to the acts or omissions or the Intermediary Default of such Intermediary, including without limitation, the risk of loss of all Margin which the Customer is required to provide to SFP IFPL at SFPIFPL’s absolute discretion pursuant to Clause 1.25 and/or Additional Margin, which is deposited by SFP IFPL with the defaulting Intermediary with or through whom the Customer’s Transactions are to be effected, traded, cleared or settled. 1.7.4 The Customer further acknowledges and agrees that, where SFP IFPL uses, engages or appoints an Intermediary: (a) SFP IFPL may have to accept sole and principal responsibility to the Intermediary for the executed Order. This may be notwithstanding that, as between the Customer and SFPIFPL, SFP IFPL may in fact be the agent of the Customer; and accordingly (b) the Customer shall indemnify, keep indemnified and hold harmless SFP IFPL against any and all Losses (including legal costs on a full indemnity basis) suffered or incurred by SFP IFPL whether directly or indirectly in relation to, arising out of or in connection with any act, or omission, or any Intermediary Default, of an Intermediary or such Intermediary’s officers, employees, agents or representatives, which is beyond SFPIFPL’s reasonable control, provided that all actions taken by SFP IFPL were in good faith and in compliance or performance of SFPIFPL’s said principal obligation or responsibility. 1.7.5 The foregoing rights and remedies of SFP IFPL will apply even though as between SFP IFPL and the Customer, the Customer may be in actual or anticipatory default. 1.7.6 In view of the fact that SFP IFPL may have accepted principal responsibility and/or liability to another Intermediary, the Customer also acknowledges that: (a) any cash or other property (which as between SFP IFPL and the Customer is to be regarded as that of the Customer, or purchased by or for the Customer) may or will be regarded by such Intermediary as being the cash or other property of SFP IFPL or purchased by SFP IFPL for itself; and (b) this may in some instances result in prejudice to the Customer. For example, in certain circumstances, the Customer’s monies and property may be used to satisfy obligations of SFP IFPL or other customers of SFPIFPL; and (c) the Customer accepts that this is a necessary risk of dealing in Singapore or in any foreign jurisdiction through SFPIFPL.