Common use of Client’s Instructions Clause in Contracts

Client’s Instructions. 4.1. The Client authorises and instructs the Broker to act on Instructions given by any Authorised Person. The Client shall give, and shall ensure that any other Authorised Person gives, clear Instructions for effecting a transaction which must be distinguished from requests for indication of rates or prices. 4.2. Authorised Persons may give Instructions in writing or by telephone, facsimile, e-mail or such other means accepted by the Broker subject to the execution of such documents as the Broker may require. The Broker is authorized, but is not obliged, to accept and act upon Instructions given through telephone or electronic or other means in connection with any securities transaction or for transfer of funds to or from the Account, for any purpose in connection with the Agreement. Instructions shall not be considered to be received by the Broker unless they are given and actually received in the manner prescribed by the Broker. 4.3. The Broker may, at its discretion, accept instructions reasonably believed by it in good faith to have been given by an Authorised Person. The Broker shall be entitled at its sole and absolute discretion to refuse to accept any Instruction and shall not be obliged to give reasons for such refusal and shall not be liable to the Client for any Loss arising out of or in connection with its not accepting or acting on any Instruction or omitting to notify the Client of such refusal. Without prejudice to the generality of the foregoing, the Broker may refuse to act if any Instructions are unclear or if the Broker receives conflicting Instructions, or if the Broker believes, in good faith, that Instructions are fraudulent, forged or unauthorised or that acting on any Instructions may be in breach of any law or regulation applicable to the Client, the Authorised Person and/or the Broker. All Instructions received, as understood and acted on by the Broker in good faith, shall be irrevocable and binding on the Client whether given by an Authorised Person or by any other person purporting to be an Authorised Person, and notwithstanding any error or misunderstanding or lack of clarity in such Instructions. The Broker has no duty to verify the identity or authority of any person giving instruction or the authenticity of any instruction. 4.4. The Client acknowledges and agrees that if any Instruction purports or appears on its face to have been signed by an Authorised Person, such Instruction may be treated by the Broker as duly authorised by the Client notwithstanding that it may later be established that such Instruction was not so signed. 4.5. Any Instructions given by an Authorised Person in connection with the Account or the Agreement shall be deemed to be proper, valid and binding from the Client if given by any one person quoting or inputting the account number of the Securities Account and such information as may be required by the Broker. The Client recognises and accepts fully the risks in giving instructions by telephone, facsimile, e-mail or other electronic means including, without limitation, the risk of any instruction being unauthorised or given by an unauthorised person. The Client shall fully indemnify the Broker on demand for all liabilities, obligations, actions, suits, claims, demands, losses and damages which the Broker may reasonably incur or suffer, and all costs, charges and expenses of reasonable amount and reasonably incurred by the Broker, as a result of the Broker relying and/or acting on any Instruction, unless due to the negligence or wilful default or fraud of any of the Broker or its officers, employees or agents and only to the extent of direct and reasonably foreseeable loss and damage (if any) arising directly and solely therefrom. The benefit of this indemnity is held by the Broker for itself and on behalf of its correspondents and agents. 4.6. Any Instruction, once given, may not be rescinded or withdrawn without the prior written consent of the Broker. 4.7. The Broker shall be entitled to act in accordance with its regular business practice and procedure and will only accept Instructions insofar as it considers practicable and reasonable to do so. The Broker reserves the right to prescribe any conditions subject to which it accepts any Instruction.