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Terms & Conditions

These Standard Terms and Conditions regulate all client accounts opened with Philippus de Witt (Pty) Ltd (Registration Number: 1999/003946/07) (“PPM”).

These terms and conditions constitute an agreement between the Client and PPM being a member of the JSE Ltd and an authorised financial services provider in terms of the Financial Advisory and Intermediary Services Act, 2002. Please take careful note of the rules, commitments and disclosures set out in these terms and conditions.
 
Whilst all the provisions in these Standard Terms and Conditions create legal obligations, the Client’s attention is specifically drawn to the provisions relating to “risk” contained herein, including, but not necessarily limited to the provisions in Section B clause 4 and Section G (Risk Disclosure Statements) hereunder. 

Section A: GENERAL

  1. In carrying on its business as investment manager, Philippus de Witt (Pty) Ltd (‘PPM’) is obliged to comply inter alia with the provisions of the rules (“the rules”) of the JSE Ltd. (“the JSE”), the Financial Intelligence Centre Act 38, 2001 (FICA) and the Financial Markets Act, No 19 of 2012.
  2. Unless otherwise stated or required by the context, the words and mandate will have the meaning ascribed to them in the JSE Rules and Directives and the relevant Regulations.
  3. The client appoints PPM as its investment manager and agent to manage the portfolio and PPM accepts this appointment subject to the terms and conditions contained in this agreement and in the Schedule annexed hereto and is also subject to the relevant and applicable legislation.
  4. The mandate shall commence on the date of signature thereof by the client and PPM.
  5. PPM is authorised to transfer all rights together with all obligations imposed on it by this mandate to an associated company. All terms and conditions imposed by this mandate shall apply to such company.
  6. This mandate shall only be cancelled by notice in writing delivered by registered post or regular post or e-mail by one party to the other party and such cancellation shall only become effective when such notice has been received by the other party, provided that any such notice which is sent by registered post shall be deemed, unless and until the contrary is proved, to have been received 20 days after the date of posting.
  7. No addition to or variation or amendment of this mandate shall be binding unless contained in a written document signed by the client.
  8. The schedule annexed hereto, if signed by or on behalf of both parties, shall be binding on both parties as if specifically incorporated into the mandate until cancelled by notice in writing as contemplated herein.
  9. PPM chooses domicilium citandi et executandi for the purpose of the service of all notices and processes pursuant to this mandate our physical address as: 67 7th Street, Linden, 2195
  10. The client chooses domicilium citandi et executandi for all puposes under this to be the address provided under Client Particulars.
  11. The client consent to the recording of any telephone conversation between the client and any member of PPM’s employees and acknowledge that this is an international practice and is inter alia for the purpose of resolving any disputes, which may arise concerning telephonic advice or instruction. Client instructions per cell phone are not allowed.
  12. In terms of the Investor Profile the definition of a Politically Exposed Person “PEP” includes the Head of State, government ministers, senior judicial officials, senior executives of state owned corporations, and senior manager in an international organisation that is based in South Africa, immediate family and known close associates of the PEP. In terms of the FIC Act your account will automatically be flagged into a higher risk category.
  13. The client consent to PPM to executing a Consumer Scan on the client. The information obtained from the Consumer Scan will remain the property of PPM and will not be divulged to outside parties.
  14. PPM is indemnified in respect of any income tax, capital gains tax, or other tax or levy of whatsoever nature in respect of which the client may become liable or which may become payable pursuant to anything done by PPM on behalf of the client of this mandate, and in particular:
    • tax on interest accruing for the benefit of the client on any cash amount invested by PPM in terms of this mandate; and
    • tax on the increase in value of any investment administered or managed by PPM on behalf of the client, for the clients benefit.
  15. When making a deposit into our bank account please use the bank details provided under section 5 of this mandate and use your account number as reference.

Section B: INVESTMENT

  1. The management of investment by PPM shall be conducted on the basis set out in (Section E) the “Discretion Schedule”. The client appoints PPM as a duly authorised agent to purchase, sell and/or enter into any transaction in accordance with the “Discretion Schedule”, in respect of the following:
    • Authorized investments, securities, shares as set out and defined as “JSE Authorized Investments” in the JSE Equities Rules; and
    • As set out and defined as “securities” in the Financial Markets Act No. 19 of 2012;
    • Warrants to subscribe for in the investments referred to herein;
    • Kruger Rands as a listed JSE security;
    • Funds intended for the purchase of such securities;
    • Unlisted securities traded over the counter, facilitated through other JSE members;
  2. It is the objective of PPM to satisfy the specific needs of each individual client. To this end an Investor Profile, as set out in Section F, must be made by the client;
    • The client acknowledges that the Investment Objective may not be met. The client shall not have any claim against PPM if the Investment Objective is not met, except in the case of gross negligence, fraud or bad faith on the part of PPM or its representatives.
    • The client acknowledges and accepts that PPM chooses financial products that are expected to outperform over a medium term horizon. Whilst many of the investments will probably be capable of being turned into cash at short notice, some investments may be less liquid and cannot be turned into cash except at a price below the most recent traded price which is accepted and agreed by the client.
    • The client acknowledges and accepts that the portfolio is managed within reasonable risk parameters, but not without risk. The value of the portfolio may fluctuate.
  3. PPM shall not, in its capacity as Investment manager, take a position against the Client, or sell for its own account any investments owned by it to the client, or to buy from the client any investment comprised in the portfolio.
  4. The Client acknowledges that the Client has read the Risk Disclosure Statements contained in this Mandate and fully understands the contents thereof. The Client also acknowledges that PPM makes no representations or provides no guarantees in respect of the repayment of capital, or the timing thereof and/or the performance of Investments. The Client also acknowledges and confirms that the terms of this Mandate do not constitute any warranty or similar obligation on the part of PPM. The Client is also aware that the value of the Investments under discretionary management may depreciate to an unpredictable extent. The Client hereby confirms that he/she is aware that Services to be rendered in terms of this Mandate are subject to a very wide range of risks which include amongst others (and by way of illustration) an unpredictable loss in value of the Securities which may extend to a total loss of value of the Securities due to, inter alia:
    • Overall economic slowdown, unanticipated corporate performance, environment or political problems, changes to monetary or fiscal policies, changes in government policies and regulations with regard to industry and exports.
    • Acts of force majeure including nationalization, expropriation, currency restriction, measures taken by any government or agency of any country, state or territory in the world, industrial action or labour disturbances of any nature amongst staff of PPM or of its agents (or of any third parties) boycotts, power failures or breakdowns in communication links or equipment (including but not limited to loss of electronic data) international conflicts, violent or armed actions, acts of terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God, default of courier or delivery service or failure or disruption of any relevant stock exchange, depository, clearing house, clearing or settlement systems or market, or the delivery of fake or stolen securities;
    • De-listing of Securities or market closure, relatively small number of scrip’s accounting for a large proportion of trading volume;
    • Limited liquidity in the Stock markets impending readjustment of portfolio composition,
    • Volatility of the stock market, scams, circular trading of securities and price rigging
    • Low possibilities of recovery or loss due to expensive and time consuming legal process

Section C: SETTLEMENT

  1. Nominee Company:  

 Where applicable, all investments, other than cash, comprised in the portfolio controlled by PPM’s, will be registered in the name of a nominee company of PPM’s choice approved by the JSE Ltd in such way that such nominee company incurs no liabilities other than on behalf of the persons for which it holds assets and in each case, to the extent not exceeding the value of the assets belonging to the person on whose behalf the liabilities are incurred. It is recorded that the present nominee company appointed for this purpose is De Witt Nominees (Pty) Ltd.

  1. Safe Custody:

 Investments of a client comprising listed uncertificated securities, shall be held in safe custody, which is reflected as an electronic entry in a central depository or electronic scrip register or nominee registry that is approved by the JSE Ltd, and is subject to all applicable legislation, and also the terms of this mandate or any agreement between the client and PPM.

  • PPM may not exercise the rights attaching to any investments for PPM’s own purpose or interest but may only act in accordance with the instructions of the client:
  • All cash deposits including interest, dividends, proceeds of disposals and cash, received by PPM for the clients account arising from the management of the clients investments in terms of the mandate, shall be paid by PPM for the credit of the client, and in the name of the client to JSE Trustees (Pty) Ltd (“JSET”) in terms of the JSE Rules and Directives, unless PPM pay the funds over to the client on receipt of it;
  • where this mandate is terminated, or where the client has instructed PPM by notice in writing to realise and repay any portion of the investments under the management of PPM, PPM shall pay any funds into the bank account as stipulated in the “Client Particulars Schedule” annexed hereto;
  • The client authorise PPM to retain or to withdraw from any such cash deposited by PPM on the clients behalf in JSET such amounts as are required to –
    • pay for investments purchased on behalf of the client;
    • effect such other payments as are necessary in the operation of this mandate; and 
  • Discharge a debt due to PPM from the client whether in respect of any fees due under this mandate, or otherwise.
  • Provide the services set out in terms of this agreement through its Directors and employees, or through other approved financial service providers.
  • Krugerrands in Safe Custody or Krugerrands awaiting settlement that are kept on behalf of clients are at the client’s risk. Transport to and from our offices by whatever means is entirely at the client’s risk.

Section D: SETTLEMENT OBLIGATIONS

  1. By signing this mandate, the client acknowledges his/her settlement obligations. Should you as the client fail to meet settlement on settlement date, PPM shall take reasonable action to mitigate the company’s (PPM) risk. The client will be held liable for all losses, profits, fines or costs incurred. Sections 23 and 24 are an excerpt from the JSE Rules regarding the client settlement obligations:
  2. Section 10 of The “JSE Equities Rules” refers to the clearing and settlement of transactions in equity securities and the electronic settlement of such transactions through STRATE. Section 10 is binding on PPM and clients and any agent acting on their behalf. A controlled client means a client or an account holder on whose behalf a client is acting, whose funds and uncertificated equity securities are under the control of a CSP (custody services provider) or whose settlements take place via the CSDP (central securities depository participant) of a member.
    • A controlled client must, by no later than 16h00 on the first business day after the trade date, ensure that the member which effected the transaction on behalf of such client will be in a position to settle the transaction on settlement date, either by providing the equity securities or funds required to settle the transaction to the member or by entering an arrangement with the member to facilitate settlement of           the transaction.
    • If a controlled client fails to comply with the above mentioned, or the member is advised or otherwise becomes aware at any stage, that a controlled client is unable to settle a transaction, the member may proceed in the manner set out in rule 10.100 of the JSE Equities Rules.
  3. Breaches of client settlement obligations
    • If a client breaches his settlement obligations, subject to any agreement with the client or notification to the client to the contrary, and to any action taken by the Settlement Authority in terms of the rolling settlement procedures set out in rule 10.105 or the failed trade procedures set out in rule 10.110, the member may –
      • in respect of a sale transaction, buy such equity securities for the account of the client and claim the difference between the selling consideration of such securities and the purchase consideration for such securities, including interest;
      • in respect of a purchase transaction, sell such equities for the account of the client and claim the difference between the purchase consideration of such securities and the selling consideration for such securities, including interest; and
      • sell for the account of such client –
        • so many of any other equity securities belonging to such client and held by or in the custody of such member; or
        • so many of any other equity securities due to be received by the member on the relevant settlement date in respect of any purchase transaction previously entered into by such client with or through the member, as is necessary to realise an amount equal to the amount still owing by the client in respect of such securities, after the sale or purchase of the equity securities in terms of rules 10.100.1.1 and 10.100.1.2 (paragraph 2.2.1 and 2.2.2 above), as the case may be.
      • If a member acts in accordance with rule 10.100.1, the timing of the relevant purchases or sales as referred to in rules

10.100.1.1 to 10.100.1.3 and the price at which such transactions are executed should take cognisance of –

  • the time at which the breach by the client was or should have been identified by the member;
  • any agreement with or notification to the client with regard to the timing of such transactions; and
  • the market conditions in relation to the relevant equity security, bearing in mind the overriding principle that the client is responsible for meeting his settlement obligations and that if he does not meet those obligation , the member may take reasonable action to mitigate its risk arising out of such a breach of obligations
  • The client will be liable for any losses, costs and charges incurred, or charges imposed, as a consequence of a breach and the member may charge interest in relation thereto.
  1. Any compensation, costs, losses (including loss of income) and corporate action entitlements payable to the non-failing party in respect of the trade being failed, shall be for the account of the failing client.

Section E: FEE STRUCTURE

  1. In consideration for the services to be provided by PPM in terms of this mandate, PPM shall be entitled to levy certain fees, as amended from time to time. The client authorises PPM to realise any investment held by PPM in terms of this mandate should there be insufficient cash available to settle monthly fees, realised trading losses, or unsettled transactions. Should the mandate be terminated during any calendar month, PPM’s fee in respect of that month shall be payable on the date of termination.
  2. PPM shall not pay interest less than R5 per month, or other amount as determined by PPM. PPM shall deduct a monthly fee of one percent per annum (calculated monthly) from the interest that a client earns on cash held by the JSE Trustees (Pty) Ltd, JSET.
  3. Should you transfer your portfolio to another broker, a transfer fee per counter will be recovered before closing the account.
  4. Brokerage fees charged may change from time to time. The brokerage fee structure can be obtained from PPM. Any variation of the fees shall be by way of written notification to the client. The client hereby authorises PPM to levy the following fees and to debit such fees against the account of the client:
    • Monthly safe custody fee, as determined by PPM, from time to time;
    • Mandatory costs in the conversion to electronic securities;
    • Mandatory costs if ITC check is deemed necessary by PPM at Credit Bureau;
    • Management fee of 0.25% per quarter, for full discretionary clients.
    • Duplicate Tax certificate(s), Duplicate Brokers Note(s) or Duplicate Monthly statement(s) may be made available at a fee, as determined by PPM, from time to time;
    • Communication to clients will be via email.  Should you request communication via post or other means, PPM will recover the costs.
    • Krugerrand Safe Custody and Insurance fee will be charged per quarter or any part thereof, as determined by PPM, from time to time;
    • Monthly online account fee, as determined by PPM, from time to time;

Section F: COMPLAINT PROCEDURE

  1. In the event that the Client feel that the Client have suffered, or are likely to suffer, financial prejudice as a result of PPM –
    • contravening or failing to comply with any instruction given by, or agreement / Mandate entered into by the Client with PPM;
    • contravening or failing to comply with the Rules of the JSE;
    • acting dishonestly, negligently or recklessly; or
    • treating the Client unfairly, then the Client need to advise PPM in any one the following ways of the Client’s complaint –
    • Preferably by E-mail to complaints@pdewitt.co.za
    • Telephonically at (011) 482 4525.
  2. In terms of the Rules, PPM must respond to a Client’s complaint within 4 weeks of receiving the complaint or, within such period, provide the complainant with an appropriate explanation as to why the member is not, at that time, in a position to respond and must indicate when PPM will respond.
  3. In the event that the Client is not satisfied with the resolution from PPM, the Client may lodge an unresolved complaint, in writing, with the Director: Surveillance, c/o the JSE Ltd, giving full particulars of the matter concerned. In order for an unresolved complaint to be considered by the JSE Surveillance Department, the complaint must be lodged with the Director: Surveillance within 4 weeks of the receipt by the complainant of the member’s response referred to above and within 6 months of the conduct by the member giving rise to the complaint. An unresolved complaint which is lodged subsequent to the cut-off period will be considered, provided that failure to lodge the complaint within the relevant period was through no fault of the Client. If the JSE Surveillance Department is unable to facilitate a resolution of the complaint within 4 weeks of lodgement of the complaint with it, the Director: Surveillance will refer the unresolved complaint to the Company Secretary of the JSE to be dealt with in terms of the dispute resolution rules. The dispute resolution rules only apply –
    • Where the amount in dispute is in excess of R2 000;
    • Where the dispute is not the subject of existing litigation;
    • In the case of a dispute that a Client has with a broker, where the amount in dispute either does not exceed R500 000 or,
    • Where the amount in dispute exceeds R500 000, if the consent of both Parties to proceed has been obtained;
    • In the case of a dispute that a broker has with a Client, if the consent of the Client to proceed has been obtained.

Section G: RISK DISCLOSURE STATEMENTS  

  1. This Risk Disclosure Statement is made pursuant to and subject to the JSE rules. The risk of loss arising from trading in equities, futures, derivatives, warrants and options can be substantial. You should carefully consider whether such investments are suitable for you in the light of your circumstances and financial resources. You should be aware of the following points:
  2. All such investments involve a degree of risk; market fluctuation may have an effect on the value, price or income of your investments. Investment capital is not guaranteed and past performance is not a guide to future investment performance.
  3. You are responsible for the selection of any transaction that you place on the trading platform. As such, the performance of any trade will depend mainly on investment decisions made by you. PPM does not make any representations regarding the performance of any investment.
  4. Under certain market conditions it may be difficult or impossible to close out a position. This may occur, for example, where trading is suspended or restricted at times of rapid price movement.
  5. Where permitted, placing a stop-loss order will not necessarily limit your losses to the intended amounts, as market conditions may make it impossible to execute such orders at the stipulated price
  6. Prior to the commencement of trading, you should require from your member written confirmation of all current costs and other transaction charges for which you will be liable
  7. Your ability to trade depends on the continued operation of, among other things, the internet, the trading system, and your personal computer. A fault, delay or failure of any of these things could prevent you from placing orders and may result in losses on your open positions.
  8. Your ability to trade depends on the FICA compliance status of your account.  Should your documentation not be up to date or we require further compliance documents from you, your account may be frozen.  You cannot transact, withdraw or deposit funds until the outstanding documents are submitted and approved.
  9. Markets in futures, derivatives, warrants and options can be highly volatile and investments in them carry a substantial risk of loss. The high degree of “gearing” or “leverage” which is often obtainable in trading these contracts stems from the payment of what is a comparatively modest margin when compared with the overall contract value. As a result a relatively small market movement can, in addition to achieving substantial gains where the market moves in your favour, result in substantial losses which may exceed your original investment where there is an equally small movement against you.
  10. When your member deals on your behalf, you should allow this only in contracts listed on the JSE Limited. Should you deal in contracts not listed on the JSE, then you do so at your own increased risk.
  11. Members may also be dealers trading for their own account in the same markets as you, in which case their involvement could be contrary to your interests.
  12. You should carefully consider whether your financial position permits you to participate in investments through legal entities or trusts. Areas of particular concern are:
    • charges for management and advisory fees by such legal entities or trusts;
    • the performance record of such legal entities or trusts and for how long they have been operating; and
    • the credibility of management of such legal entities or trusts.
  13. Your member should explain to you the meaning of various terms set out herein so that you are fully aware of their significance.
  14. If you have any doubts or concerns regarding the risks in trading financial and/or derivatives, warrants, options and futures you may contact the JSE for more detailed information before signing this statement. This brief statement cannot disclose all risks of investment in financial futures and options. They are not suitable for many members of the public and you should carefully study such investments before you commit funds to them.
  15. Before trading you should be aware of tax consequences and therefore you should consult your lawyer, accountant or other tax advisor.