Extent of Liability. 23.1 We do not exclude or limit the application of any statute (including the Australian Securities and Investments Commission Act, the Australian Competition and Consumer Act 2010 (Cth) and any similar state or federal legislation) where to do so would contravene the statute or cause any part of this JBWere Agreement or an Additional Service Agreement to be void. Liability for a breach of any provision implied by law which cannot be excluded is limited to: a. in the case of goods, to the replacement of the goods or the supply of the equivalent goods; or b. in the case of services, the supplying of the services again. 23.2 We, and each of our respective members and Affiliates, and either of our directors, officers or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses, damages, costs and expenses (except to the extent resulting from or caused by our negligence, fraud or dishonesty) due to: a. us acting upon your instructions; b. us not acting on your instructions where we are permitted to do so; c. your default; d. compliance with a direction, request or requirement of the Corporations Act, the Rules or any regulatory authority; e. error, omission, non-receipt or invalidity in your instructions; f. problems involving the relevant exchange, Market Operator, and/or failure of an exchange, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor; g. any events or circumstances that we cannot reasonably control (for example, failure of electronic or mechanical equipment or communication lines, unauthorised access, or labour problems); h. any delay, interruption, omission, failure, error or fault by us in passing on and executing your instructions; i. reliance in good faith on information or advice, or reliance on third-party research reports we provide to you or your Authorised Person; j. market movements and other risks associated with the trading of Financial Products; k. suspected or actual manipulative trading, including xxxxxxx xxxxxxx, false or misleading trading, market rigging and market manipulation (by a person other than us or an Affiliate of ours); l. faults, errors, defects, failures in the Client Portal or other computer systems, or loss of access; m. reliance on a document or message that we had no reason to believe was not authentic (although we are not obliged to verify this) or delays caused by calling in good faith for further authentication of your instructions; n. loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy; o. any act or failure to act by you, any broker (other than an Affiliate of ours), your Authorised Person or your JBWere Adviser, any company or trust listed on a stock exchange or any fund manager or trustee; p. the form and content of any relevant disclosure document, other than our own;
Appears in 2 contracts
Samples: Client Agreement, Client Agreement
Extent of Liability. 23.1 We do not exclude or limit the application of any statute (including the Australian Securities and Investments Commission Act, the Australian Competition and Consumer Act 2010 (Cth) and any similar state or federal legislation) where to do so would contravene the statute or cause any part of this JBWere Multi- Asset Platform Agreement or an Additional Service Agreement to be void. Liability for a breach of any provision implied by law which cannot be excluded is limited to:
a. in the case of goods, : to the replacement of the goods or the supply of the equivalent goods; or
b. in the case of services, : the supplying of the services again.
23.2 We, and each of our respective members and Affiliates, and either of our directors, officers or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses, damages, costs and expenses (except to the extent resulting from or caused by our negligence, fraud or dishonesty) due to:
a. us acting upon your instructions;
b. us not acting on your instructions where we are permitted to do so;
c. your default;
d. compliance with a direction, request or requirement of the Corporations Act, IDPS Policy, the Rules or any regulatory authority;
e. error, omission, non-receipt or invalidity in your instructions;
f. problems involving the relevant exchange, Market Operator, and/or failure of an exchange, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor;
g. any events or circumstances that we cannot reasonably control (for example, failure of electronic or mechanical equipment or communication lines, unauthorised access, or labour problems);
h. any delay, interruption, omission, failure, error or fault by us in passing on and executing your instructions;
i. reliance in good faith on information or advice, or reliance on third-third – party research reports we provide to you or your Authorised Person;
j. market movements and other risks associated with the trading of Financial Products;
k. suspected or actual manipulative trading, including xxxxxxx xxxxxxx, false or misleading trading, market rigging and market manipulation (by a person other than us or an Affiliate of ours);
l. faults, errors, defects, failures in the Client Portal or other computer systems, or loss of access;
m. reliance on a document or message that which we had no reason to believe was not authentic (although we are not obliged to verify this) or delays caused by calling in good faith for further authentication of your instructions;
n. subject to the Custody Service Deed, loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy;
o. any act or failure to act by you, any broker (other than an Affiliate of ours), your Authorised Person or your JBWere Adviseradviser, any company or trust listed on a stock exchange or any fund manager or trustee; p. the form and content of any relevant disclosure document, other than our own;
Appears in 2 contracts
Samples: Core Terms and Conditions, Core Terms and Conditions
Extent of Liability. 23.1 We do not exclude or limit the application of any statute (including the Australian Securities and Investments Commission Act, the Australian Competition and Consumer Act 2010 (Cth) and any similar state or federal legislation) where to do so would contravene the statute or cause any part of this JBWere Agreement or an Additional Service Agreement to be void. Liability for a breach of any provision implied by law which cannot be excluded is limited to:
a. (a) in the case of goods, to the replacement of the goods or the supply of the equivalent goods; or
b. (b) in the case of services, the supplying of the services again.
23.2 We, and each of our respective members and Affiliates, and either of our directors, officers or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses, damages, costs and expenses (except to the extent resulting from or caused by our negligence, fraud or dishonesty) due to:
a. (a) us acting upon your instructions;
b. (b) us not acting on your instructions where we are permitted to do so;
c. (c) your default;
d. (d) compliance with a direction, request or requirement of the Corporations Act, the Rules or any regulatory authority;
e. (e) error, omission, non-receipt or invalidity in your instructions;
f. (f) problems involving the relevant exchange, Market Operator, and/or failure of an exchange, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor;
g. (g) any events or circumstances that we cannot reasonably control (for example, failure of electronic or mechanical equipment or communication lines, unauthorised access, or labour problems);
h. (h) any delay, interruption, omission, failure, error or fault by us in passing on and executing your instructions;
i. (i) reliance in good faith on information or advice, or reliance on third-party research reports we provide to you or your Authorised Person;
j. (j) market movements and other risks associated with the trading of Financial Products;
k. (k) suspected or actual manipulative trading, including xxxxxxx xxxxxxx, false or misleading trading, market rigging and market manipulation (by a person other than us or an Affiliate of ours);
l. (l) faults, errors, defects, failures in the Client Portal or other computer systems, or loss of access;
m. (m) reliance on a document or message that we had no reason to believe was not authentic (although we are not obliged to verify this) or delays caused by calling in good faith for further authentication of your instructions;
n. (n) loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy;
o. (o) any act or failure to act by you, any broker (other than an Affiliate of ours), your Authorised Person or your JBWere AdviserAdvisor, any company or trust listed on a stock exchange or any fund manager or trustee; p. ;
(p) the form and content of any relevant disclosure document, other than our own;
(q) the performance of your Portfolio and other assets in which you invest through JBWere, including loss of capital invested; or
(r) any delays in processing managed fund withdrawal requests due to exceptional circumstances, such as if a managed fund becomes illiquid or has withdrawal restrictions.
23.3 In no circumstances are we liable to you (or any person claiming through you) for economic, indirect or consequential loss.
23.4 You agree to indemnify us and each of our respective Affiliates, directors, officers and agents (indemnified parties) against any losses, liabilities or expenses (including legal costs on a full indemnity basis) arising out of, or in connection with:
(a) any of the indemnified parties acting under, or in connection with, this JBWere Agreement, the Broker Agreement, or an Additional Service Agreement, except to the extent that any loss, liability, or expense is caused by the negligence, fraud or dishonesty of any indemnified party;
(b) a breach by you of any of your obligations under this JBWere Agreement, the Broker Agreement, or an Additional Service Agreement;
(c) any incorrect or misleading representation or warranty given by you under this JBWere Agreement, the Broker Agreement, an Additional Service Agreement or any supplementary form(s);
(d) unauthorised instructions or fraud, except to the extent resulting from or caused by our negligence, fraud or dishonesty; and
(e) fees, costs and expenses incurred by us properly acting under the JBWere Agreement or an Additional Service Agreement.
23.5 You also release the indemnified parties from all claims, actions and proceedings relating to the matters described in clause 23.4.
23.6 We hold the benefit of the indemnity and release in this clause 23 on trust for each indemnified party and may enforce them on their behalf.
23.7 Each indemnity in this JBWere Agreement is a continuing obligation, which is separate and independent from your other obligations, and survives termination of the JBWere Agreement. We do not need to incur expenses or make Transactions on your behalf before enforcing our right of indemnity under this JBWere Agreement.
23.8 In this clause 23, ‘you’ includes a Person who we reasonably believe to be you or your Authorised Person.
Appears in 1 contract
Samples: Client Agreement
Extent of Liability.
23.1 We do not exclude or limit the application of any statute (including the Australian Securities and Investments Commission Act, the Australian Competition and Consumer Act 2010 (Cth) and any similar state or federal legislation) where to do so would contravene the statute or cause any part of this JBWere Multi-Asset Platform Agreement or an Additional Service Agreement to be void. Liability for a breach of any provision implied by law which cannot be excluded is limited to:
a. (a) in the case of goods, : to the replacement of the goods or the supply of the equivalent goods; or
b. (b) in the case of services, : the supplying of the services again.
23.2 We, and each of our respective members and Affiliates, and either of our directors, officers or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses, damages, costs and expenses (except to the extent resulting from or caused by our negligence, fraud or dishonesty) due to:
a. (a) us acting upon your instructions;
b. (b) us not acting on your instructions where we are permitted to do so;
c. (c) your default;
d. (d) compliance with a direction, request or requirement of the Corporations Act, IDPS Policy, the Rules or any regulatory authority;
e. (e) error, omission, non-receipt or invalidity in your instructions;
f. (f) problems involving the relevant exchange, Market Operator, and/or failure of an exchange, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor;
g. (g) any events or circumstances that we cannot reasonably control (for example, failure of electronic or mechanical equipment or communication lines, unauthorised access, or labour problems);
h. (h) any delay, interruption, omission, failure, error or fault by us in passing on and executing your instructions;
i. (i) reliance in good faith on information or advice, or reliance on third-third – party research reports we provide to you or your Authorised Person;
j. (j) market movements and other risks associated with the trading of Financial Products;
k. (k) suspected or actual manipulative trading, including xxxxxxx xxxxxxx, false or misleading trading, market rigging and market manipulation (by a person other than us or an Affiliate of ours);
l. (l) faults, errors, defects, failures in the Client Portal or other computer systems, or loss of access;
m. (m) reliance on a document or message that which we had no reason to believe was not authentic (although we are not obliged to verify this) or delays caused by calling in good faith for further authentication of your instructions;
n. (n) subject to the Custody Service Deed, loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy;
o. (o) any act or failure to act by you, any broker (other than an Affiliate of ours), your Authorised Person or your JBWere Adviseradviser, any company or trust listed on a stock exchange or any fund manager or trustee; p. ;
(p) the form and content of any relevant disclosure document, other than our own;
(q) the performance of your Portfolio and other assets in which you invest through the JBWere Multi-Asset Platform, including loss of capital invested; or
(r) any delays in processing managed fund withdrawal requests due to exceptional circumstances, such as if a managed fund becomes illiquid or has withdrawal restrictions.
23.3 In no circumstances are we liable to you (or any person claiming through you) for economic, indirect or consequential loss.
23.4 You agree to indemnify us and each of our respective Affiliates, directors, officers and agents (indemnified parties) against any losses, liabilities or expenses (including legal costs on a full indemnity basis) arising out of, or in connection with:
(a) any of the indemnified parties acting under, or in connection with, this JBWere Multi-Asset Platform Agreement, the Broker Agreement, or an Additional Service Agreement, except to the extent that any loss, liability, or expense is caused by the negligence, fraud or dishonesty of any indemnified party;
(b) an indemnified party properly acting under the IDPS Contract, including by acting or not acting on your instructions;
(c) a breach by you of any of your obligations under this JBWere Multi-Asset Platform Agreement, the Broker Agreement, or an Additional Service Agreement;
(d) any incorrect or misleading representation or warranty given by you under this JBWere Multi-Asset Platform Agreement, the Broker Agreement, or an Additional Service Agreement or any Application Form;
(e) unauthorised instructions or fraud, except:
(i) in the case of unauthorised instructions under the IDPS Service, to the extent we are liable under the Custody Service Deed; or
(ii) in all other cases, to the extent resulting from or caused by our negligence, fraud or dishonesty; and
(f) fees, costs and expenses incurred by us properly acting under the JBWere Multi-Asset Platform Agreement or an Additional Service Agreement.
23.5 You also release the indemnified parties from all claims, actions and proceedings relating to the matters described in clause 23.4.
23.6 We hold the benefit of the indemnity and release in this clause 23 on trust for each indemnified party and may enforce them on their behalf.
23.7 The indemnities given in this clause 23 are in addition to the indemnities that you give under the Custody Service Deed (if you have an IDPS Account) and Division 5 of the JBWere Multi-Asset Platform Agreement (if you are provided Custody Services).
23.8 Each indemnity in this JBWere Multi-Asset Platform Agreement is a continuing obligation, which is separate and independent from your other obligations, and survives termination of the JBWere Multi-Asset Platform Agreement. We do not need to incur expenses or make Transactions on your behalf before enforcing our right of indemnity under this JBWere Multi-Asset Platform Agreement.
23.9 In this clause 23, ‘you’ includes a Person who we reasonably believe to be you or your Authorised Person.
Appears in 1 contract
Samples: Core Terms and Conditions
