Creation and Redemption Procedures. (a) Concurrent with the execution of this Agreement and from time to time thereafter, AP shall deliver to the Administrator and HMSL, and HMSL shall deliver to AP, duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP or HMSL (each such person an “Approved Person”). (b) Each of AP and HMSL will comply with the creation procedures set out in Schedule 4 and the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Application Orders and Redemption Orders (but subject to Clause 7(i)), the provisions of Schedule 5, and any transfer of Bullion to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures and the Conditions. (c) To the extent that in relation to Application Orders and Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to apply, such provisions shall not apply thereto but subject thereto Schedule 4 and the Trust Instrument and the Conditions (respectively) apply to Application Orders and Redemption Orders as they do to other Applications and Redemption Notices. HMSL will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP for any failure by HMSL or its agents to maintain the availability or utility of the System. AP agrees to comply with its obligations under the AP User Guide and to operate the System in accordance with the AP User Guide. In the event of any conflict between the AP User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) The following provisions relating to the System shall apply: (i) AP shall following execution hereof notify HMSL by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL or otherwise in a form reasonably satisfactory to HMSL and in each case completed to the reasonable satisfaction of HMSL, of the names of its employees (“Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means; (ii) AP agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP for the purpose of the System with the authority applicable to his authorisation level as described in the AP User Guide; (iii) AP shall notify HMSL in writing by means of a Revocation of Access Form in the form from time to time prescribed by HMSL or otherwise in a form reasonably satisfactory to HMSL and in each case completed to the reasonable satisfaction of HMSL, in the event that any person’s status as an Authorised User is to be revoked or terminated, if any such Authorised User’s authorisation level is to be changed to a lower level or if the Authorised User(s) should no longer be able to access the System from any IP Address (specifying the relevant IP Address) as soon as possible, in order to give HMSL a reasonable opportunity to terminate such Authorised User’s access to the System, to amend the authorisation level applicable to such Authorised User or to amend the IP Addresses from which such Authorised Users may access the Website. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it is received. AP shall from time to time notify HMSL in such form as HMSL may reasonably require if any additional or alternative Authorised Users are to have access to the Website, if any such Authorised User’s authorisation level is to be changed to a higher level or if the IP address(es) applicable to any Authorised User changes; (iv) HMSL reserves the right to terminate the Authorised User’s access to the System immediately and without notice upon any material breach by AP of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (g) or otherwise as HMSL may determine; (v) HMSL shall provide AP with or procure the provision to AP of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may not be shared and are to be used for access to the Website only by employees of AP who are authorised to do so. AP shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be so disclosed, AP shall notify HMSL and the Administrator of the same; (vi) AP will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and (vii) in the event of a dispute between AP and any FX Counterparty in connection with activities conducted through the Website, HMSL may make available to the FX Counterparty any records of the System to the extent available to HMSL, reasonably requested by the FX Counterparty and relevant to such dispute. (e) Subject to compliance by AP with paragraphs (b) to (d) (inclusive), AP shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, who has obtained such passwords due to a failure by HMSL or the Administrator to maintain the security of those passwords. (f) AP acknowledges that the AP User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP shall keep the Material confidential by using the same care and discretion that AP uses with respect to its own confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSL, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL all copies of the Material which are in AP’s possession or under its control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (f). (g) AP acknowledges that in using the System each Authorised User will be required to accept certain conditions including: (i) that he represents warrants and undertakes to HMSL and to ManJer that he is authorised on behalf of his employer to access the System with the authority applicable to his authorisation level as described in the AP User Guide; (ii) that he represents warrants and undertakes to HMSL and to ManJer that he is the person to whom the username and password used to access the System were properly issued; (iii) that he acknowledges that his access to the System may be terminated at any time without notice upon any material breach by his employer of its agreement with HMSL or any material breach by him of the conditions of his access to the System or otherwise as HMSL may determine; (iv) that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and (v) that he acknowledges that any Material which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL all copies of the Material which are in his possession or under his control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (v), and such other conditions as HMSL shall reasonably determine from time to time; provided that HMSL shall provide AP with not less than thirty Business Days notice of any additional conditions to be imposed under this paragraph (g). (h) AP agrees that for every Application or Creation Notice it gives to HMSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct. (i) As at the date of this Agreement the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be made.
Appears in 1 contract
Sources: Authorised Participant Agreement
Creation and Redemption Procedures. (a) Concurrent with the execution of this Agreement and from time to time thereafter, AP shall deliver to the Administrator and HMSLCSL, and HMSL CSL shall deliver to AP, duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in of Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP or HMSL CSL (each such person an “Approved Person”).
(b) Each of AP and HMSL CSL will comply with the creation procedures set out in Schedule 4 and the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders (but subject to Clause 7(i))Orders, the provisions of Schedule 5, and any transfer of Bullion payment to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures and the Conditions.
(c) To the extent that in relation to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to apply, such provisions shall not apply thereto but subject thereto Schedule 4 and the Trust Instrument and the Conditions (respectively) apply to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders as they do to other Applications and Redemption Notices. HMSL CSL will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP for any failure by HMSL CSL or its agents to maintain the availability or utility of the System. AP agrees to comply with its obligations under the AP User Guide and to operate the System in accordance with the AP User Guide. In the event of any conflict between the AP User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail.
(d) The following provisions relating to the System shall apply:
(i) AP shall following execution hereof notify HMSL CSL by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL CSL or otherwise in a form reasonably satisfactory to HMSL CSL and in each case completed to the reasonable satisfaction of HMSLCSL, of the names of its employees (“Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means;
(ii) AP agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP for the purpose of the System with the authority applicable to his authorisation level as described in the AP User Guide;
(iii) AP shall notify HMSL CSL in writing by means of a Revocation of Access Form in the form from time to time prescribed by HMSL CSL or otherwise in a form reasonably satisfactory to HMSL CSL and in each case completed to the reasonable satisfaction of HMSLCSL, in the event that any person’s status as an Authorised User is to be revoked or terminated, if any such Authorised User’s authorisation level is to be changed to a lower level or if the Authorised User(s) should no longer be able to access the System from any IP Address (specifying the relevant IP Address) as soon as possible, in order to give HMSL CSL a reasonable opportunity to terminate such Authorised User’s access to the System, to amend the authorisation level applicable to such Authorised User or to amend the IP Addresses from which such Authorised Users may access the Website. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it is received. AP shall from time to time notify HMSL CSL in such form as HMSL CSL may reasonably require if any additional or alternative Authorised Users are to have access to the Website, if any such Authorised User’s authorisation level is to be changed to a higher level or if the IP address(es) applicable to any Authorised User changes;
(iv) HMSL CSL reserves the right to terminate the Authorised User’s access to the System immediately and without notice upon any material breach by AP of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (g) or otherwise as HMSL CSL may determine;
(v) HMSL CSL shall provide AP with or procure the provision to AP of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may not be shared and are to be used for access to the Website only by employees of AP who are authorised to do so. AP shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be so disclosed, AP shall notify HMSL CSL and the Administrator of the same;
(vi) AP will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and
(vii) in the event of a dispute between AP and any FX Commodity Contract Counterparty in connection with activities conducted through the Website, HMSL CSL may make available to the FX Commodity Contract Counterparty any records of the System to the extent available to HMSLCSL, reasonably requested by the FX Commodity Contract Counterparty and relevant to such dispute.
(e) Subject to compliance by AP with paragraphs (b) to (d) (inclusive), AP shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, who has obtained such passwords due to a failure by HMSL CSL or the Administrator to maintain the security of those passwords.
(f) AP acknowledges that the AP User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP shall keep the Material confidential by using the same care and discretion that AP uses with respect to its own confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSLCSL, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL CSL all copies of the Material which are in AP’s possession or under its control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (f).
(g) AP acknowledges that in using the System each Authorised User will be required to accept certain conditions including:
(i) that he represents warrants and undertakes to HMSL CSL and to ManJer that he is authorised on behalf of his employer to access the System with the authority applicable to his authorisation level as described in the AP User Guide;
(ii) that he represents warrants and undertakes to HMSL CSL and to ManJer that he is the person to whom the username and password used to access the System were properly issued;
(iii) that he acknowledges that his access to the System may be terminated at any time without notice upon any material breach by in the event that his employer of breaches its agreement with HMSL CSL or he breaches any material breach by him of the conditions of his access to the System or otherwise as HMSL CSL may determine;
(iv) that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and
(v) that he acknowledges that any Material which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL CSL all copies of the Material which are in his possession or under his control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (v), and such other conditions as HMSL CSL shall reasonably determine from time to time; provided that HMSL CSL shall provide AP with not less than thirty Business Days notice of any additional conditions to be imposed under this paragraph (g).
(h) AP agrees that for every Settlement Application, Agreed Application Order or Agreed Creation Notice it gives to HMSL CSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL CSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.211.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL CSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(i) As at the date of this Agreement the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be made.
Appears in 1 contract
Sources: Authorised Participant Agreement
Creation and Redemption Procedures. (a) Concurrent with the execution of this Agreement and from time to time thereafter, AP shall deliver to the Administrator and HMSLMSL, and HMSL MSL shall deliver to AP, duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in of Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP or HMSL MSL (each such person an “Approved Person”).
(b) Each of AP and HMSL MSL will comply with the creation procedures set out in Schedule 4 and 4, the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Application Orders and Redemption Orders (but subject to Clause 7(i))Orders, the provisions of Schedule 5, 5 and any transfer of Bullion to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures procedures, Schedule 5 and the Conditions.
(c) AP agrees that for every Application it gives to MSL as provided in Schedule 4, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by MSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by MSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(d) To the extent that certain provisions of Schedule 4 are expressed in Schedule 5 not to apply in relation to Application Orders and Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to applyOrders, such provisions shall not apply thereto but subject thereto thereto. Subject to the foregoing, Schedule 4 and the Trust Instrument and the Conditions (respectively) shall apply to Application Orders and Redemption Orders as they do to other Applications and Redemption Notices. HMSL MSL will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP for any failure by HMSL MSL or its agents to maintain the availability or utility of the System. AP agrees to comply with its obligations under the AP User Guide and to operate the System in accordance with the AP User Guide. In the event of any conflict between the AP User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail.
(de) The following provisions relating to the System shall apply:
(i) AP shall following execution hereof notify HMSL MSL by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL MSL or otherwise in a form reasonably satisfactory to HMSL MSL and in each case completed to the reasonable satisfaction of HMSLMSL, of the names of its employees (“Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means;
(ii) AP agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP for the purpose of the System with the authority applicable to his authorisation level as described in the AP User Guide;
(iii) AP shall notify HMSL MSL in writing by means of a Revocation of Access Form in the form from time to time prescribed by HMSL MSL or otherwise in a form reasonably satisfactory to HMSL MSL and in each case completed to the reasonable satisfaction of HMSL, MSL:
(A) in the event that any person’s status as an Authorised User is to be revoked or terminated, ;
(B) if any such Authorised User’s authorisation level is to be changed to a lower level or level; or
(C) if the Authorised User(s) should no longer be able to access the System from any IP Address (specifying the relevant IP Address) ), in each case as soon as possible, in order to give HMSL MSL a reasonable opportunity to to:
I. terminate such Authorised User’s access to the System, to ;
II. amend the authorisation level applicable to such Authorised User or to User; or
III. amend the IP Addresses from which such Authorised Users may access the Website. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it whichever is received. applicable;
(iv) AP shall from time to time notify HMSL MSL in such form as HMSL MSL may reasonably require if if:
(A) any additional or alternative Authorised Users are to have access to the Website, if ;
(B) any such Authorised User’s authorisation level is to be changed to a higher level or if level; or
(C) the IP address(es) applicable to any Authorised User changes;
(ivv) HMSL MSL reserves the right to terminate the Authorised User’s access to the System immediately and without notice upon any material breach by AP of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (gh) or otherwise as HMSL MSL may determine;
(vvi) HMSL MSL shall provide AP with or procure the provision to AP of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may not be shared and are to be used for access to the Website only by employees of AP who are authorised to do so. AP shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be so disclosed, AP shall notify HMSL MSL and the Administrator of the same;; and
(vivii) AP will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and
(vii) in the event of a dispute between AP and any FX Counterparty in connection with activities conducted through the Website, HMSL may make available to the FX Counterparty any records of the System to the extent available to HMSL, reasonably requested by the FX Counterparty and relevant to such dispute.
(ef) Subject to compliance by AP with paragraphs (b) to (de) (inclusive), AP shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, who has obtained such passwords due to a failure by HMSL MSL or the Administrator to maintain the security of those passwords.
(fg) AP acknowledges that the AP User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP shall keep the Material confidential by using the same care and discretion that AP uses with respect to its own confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSLMSL, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL MSL all copies of the Material which are in AP’s possession or under its control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (fg).
(gh) AP acknowledges that in using the System each Authorised User will be required to accept certain conditions including:
(i) that he represents warrants and undertakes to HMSL MSL and to ManJer that he is authorised on behalf of his employer to access the System with the authority applicable to his authorisation level as described in the AP User Guide;
(ii) that he represents warrants and undertakes to HMSL MSL and to ManJer that he is the person to whom the username and password used to access the System were properly issued;
(iii) that he acknowledges that his access to the System may be terminated at any time without notice upon any material breach by in the event that his employer of breaches its agreement with HMSL MSL or he breaches any material breach by him of the conditions of his access to the System or otherwise as HMSL MSL may determine;
(iv) that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and
(v) that he acknowledges that any Material which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL MSL all copies of the Material which are in his possession or under his control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (v), and such other conditions as HMSL MSL shall reasonably determine from time to time; provided that HMSL MSL shall provide AP with not less than thirty Business Days Days’ notice of any additional conditions to be imposed under this paragraph (gh).
(h) AP agrees that for every Application or Creation Notice it gives to HMSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(i) As at the date of this Agreement the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be made.
Appears in 1 contract
Sources: Authorised Participant Agreement
Creation and Redemption Procedures. (a) a. Concurrent with the execution of this Agreement and from time to time thereafter, AP AA shall deliver to the Administrator and HMSLGBS, and HMSL GBS shall deliver to APAA, duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in of Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP AA or HMSL GBS (each such person an “Approved Person”).
(b) b. Each of AP AA and HMSL GBS will comply with the creation procedures set out in Schedule 4 the Prospectus and the Application Form, and the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Application Orders and Redemption Orders (but subject to Clause 7(i))Orders, the provisions of Schedule 5, 4 and any transfer of Bullion gold to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures procedures, Schedule 4 and the Conditions.
c. AA agrees that for every Application it gives to GBS for the creation of less than 350,000 Gold Bullion Securities, it will pay to GBS a fee, in such manner as GBS may direct, of an amount equal to US$500 or such lesser amount as may be accepted by GBS either generally or on any particular occasion. No fee will be charged for Applications made for the creation of 350,000 or more Gold Bullion Securities. AA further agrees that for the purposes of Condition 2.8, the Redemption Fee shall be US$750 (cincluding VAT) or such lesser amount as may be accepted by GBS either generally or on any particular occasion and shall be payable in such manner as GBS may direct.
d. To the extent that certain provisions of the Prospectus and the Application Form are expressed in Schedule 4 not to apply in relation to Application Orders and Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to applyOrders, such provisions shall not apply thereto but subject thereto Schedule 4 and thereto. Subject to the foregoing, the Prospectus, the Application Form, the Trust Instrument and the Conditions (respectively) shall apply to Application Orders and Redemption Orders as they do to other Applications and Redemption Notices. HMSL GBS will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP AA for any failure by HMSL GBS or its agents to maintain the availability or utility of the System. AP AA agrees to comply with its obligations under the AP AA User Guide and to operate the System in accordance with the AP AA User Guide. In the event of any conflict between the AP AA User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail.
(d) e. The following provisions relating to the System shall apply:
(i) AP i. AA shall following execution hereof notify HMSL GBS by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL GBS or otherwise in a form reasonably satisfactory to HMSL GBS and in each case completed to the reasonable satisfaction of HMSLGBS, of the names of its employees (“Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP AA User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means;
(ii) AP . AA agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP AA for the purpose of the System with the authority applicable to his authorisation level as described in the AP AA User Guide;
(iii) AP . AA shall notify HMSL GBS in writing by means of a Revocation of Access Form in the form from time to time prescribed by HMSL GBS or otherwise in a form reasonably satisfactory to HMSL GBS and in each case completed to the reasonable satisfaction of HMSL, in GBS:
▇. ▇▇ the event that any person’s status as an Authorised User is to be revoked or terminated, ;
B. if any such Authorised User’s authorisation level is to be changed to a lower level or level; or
C. if the Authorised User(s) should no longer be able to access the System from any IP Address (specifying the relevant IP Address) ), in each case as soon as possible, in order to give HMSL GBS a reasonable opportunity to to:
I. terminate such Authorised User’s access to the System, to ;
II. amend the authorisation level applicable to such Authorised User or to User; or
III. amend the IP Addresses from which such Authorised Users may access the Website, whichever is applicable;
iv. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it is received. AP AA shall from time to time notify HMSL GBS in such form as HMSL GBS may reasonably require if if:
A. any additional or alternative Authorised Users are to have access to the Website, if ;
B. any such Authorised User’s authorisation level is to be changed to a higher level or if level; or
C. the IP address(es) applicable to any Authorised User changes;
(iv) HMSL v. GBS reserves the right to terminate the Authorised User’s access to the System immediately and without notice upon any material breach by AP AA of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (gh) or otherwise as HMSL GBS may determine;
(v) HMSL vi. GBS shall provide AP AA with or procure the provision to AP AA of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP AA to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may not be shared and are to be used for access to the Website only by employees of AP AA who are authorised to do so. AP AA shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be so disclosed, AP AA shall notify HMSL GBS and the Administrator of the same;; and
(vi) AP vii. AA will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and
(vii) in the event of a dispute between AP and any FX Counterparty in connection with activities conducted through the Website, HMSL may make available to the FX Counterparty any records of the System to the extent available to HMSL, reasonably requested by the FX Counterparty and relevant to such dispute.
(e) f. Subject to compliance by AP AA with paragraphs (b) to (de) (inclusive), AP AA shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, who has obtained such passwords due to a failure by HMSL GBS or the Administrator to maintain the security of those passwords.
(f) AP g. AA acknowledges that the AP AA User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP AA or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP AA shall keep the Material confidential by using the same care and discretion that AP AA uses with respect to its own confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP AA may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSLGBS, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP AA shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL GBS all copies of the Material which are in APAA’s possession or under its control, provided that AP AA may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (fg).
(g) AP h. AA acknowledges that in using the System each Authorised User will be required to accept certain conditions including:
(i) i. that he represents warrants and undertakes to HMSL GBS and to ManJer that he is authorised on behalf of his employer to access the System with the authority applicable to his authorisation level as described in the AP AA User Guide;
(ii) . that he represents warrants and undertakes to HMSL GBS and to ManJer that he is the person to whom the username and password used to access the System were properly issued;
(iii) . that he acknowledges that his access to the System may be terminated at any time without notice upon any material breach by in the event that his employer of breaches its agreement with HMSL GBS or he breaches any material breach by him of the conditions of his access to the System or otherwise as HMSL GBS may determine;
(iv) . that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and
(v) v. that he acknowledges that any Material which is delivered or made available to AP AA or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP AA may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL GBS all copies of the Material which are in his possession or under his control, provided that AP AA may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (v), and such other conditions as HMSL GBS shall reasonably determine from time to time; provided that HMSL GBS shall provide AP AA with not less than thirty Business Days Days’ notice of any additional conditions to be imposed under this paragraph (gh).
(h) AP agrees that for every Application or Creation Notice it gives to HMSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(i) As at the date of this Agreement the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be made.
Appears in 1 contract
Sources: Approved Applicant Agreement
Creation and Redemption Procedures. (a) Concurrent with the execution of this Agreement and from time to time thereafter, AP shall deliver to the Administrator and HMSLHCSL, and HMSL HCSL shall deliver to AP, duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in of Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP or HMSL HCSL (each such person an “Approved Person”).
(b) Each of AP and HMSL HCSL will comply with the creation procedures set out in Schedule 4 and the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders (but subject to Clause 7(i))Orders, the provisions of Schedule 5, and any transfer of Bullion payment to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures and the Conditions.
(c) To the extent that in relation to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to apply, such provisions shall not apply thereto but subject thereto Schedule 4 and the Trust Instrument and the Conditions (respectively) apply to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders as they do to other Applications and Redemption Notices. HMSL HCSL will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP for any failure by HMSL HCSL or its agents to maintain the availability or utility of the System. AP agrees to comply with its obligations under the AP User Guide and to operate the System in accordance with the AP User Guide. In the event of any conflict between the AP User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail.
(d) The following provisions relating to the System shall apply:
(i) AP shall following execution hereof notify HMSL HCSL by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL HCSL or otherwise in a form reasonably satisfactory to HMSL HCSL and in each case completed to the reasonable satisfaction of HMSLHCSL, of the names of its employees (“Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means;
(ii) AP agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP for the purpose of the System with the authority applicable to his authorisation level as described in the AP User Guide;
(iii) AP shall notify HMSL HCSL in writing by means of a Revocation of Access Form in the form from time to time prescribed by HMSL HCSL or otherwise in a form reasonably satisfactory to HMSL HCSL and in each case completed to the reasonable satisfaction of HMSLHCSL, in the event that any person’s status as an Authorised User is to be revoked or terminated, if any such Authorised User’s authorisation level is to be changed to a lower level or if the Authorised User(s) should no longer be able to access the System from any IP Address (specifying the relevant IP Address) as soon as possible, in order to give HMSL HCSL a reasonable opportunity to terminate such Authorised User’s access to the System, to amend the authorisation level applicable to such Authorised User or to amend the IP Addresses from which such Authorised Users may access the Website. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it is received. AP shall from time to time notify HMSL HCSL in such form as HMSL HCSL may reasonably require if any additional or alternative Authorised Users are to have access to the Website, if any such Authorised User’s authorisation level is to be changed to a higher level or if the IP address(es) applicable to any Authorised User changes;
(iv) HMSL HCSL reserves the right to terminate the Authorised User’s access to the System immediately and without notice upon any material breach by AP of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (g) or otherwise as HMSL HCSL may determine;
(v) HMSL HCSL shall provide AP with or procure the provision to AP of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may not be shared and are to be used for access to the Website only by employees of AP who are authorised to do so. AP shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be so disclosed, AP shall notify HMSL HCSL and the Administrator of the same;
(vi) AP will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and
(vii) in the event of a dispute between AP and any FX Commodity Contract Counterparty in connection with activities conducted through the Website, HMSL HCSL may make available to the FX Commodity Contract Counterparty any records of the System to the extent available to HMSLHCSL, reasonably requested by the FX Commodity Contract Counterparty and relevant to such dispute.
(e) Subject to compliance by AP with paragraphs (b) to (d) (inclusive), AP shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, who has obtained such passwords due to a failure by HMSL HCSL or the Administrator to maintain the security of those passwords.
(f) AP acknowledges that the AP User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP shall keep the Material confidential by using the same care and discretion that AP uses with respect to its own confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSLHCSL, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL HCSL all copies of the Material which are in AP’s possession or under its control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (f).
(g) AP acknowledges that in using the System each Authorised User will be required to accept certain conditions including:
(i) that he represents warrants and undertakes to HMSL HCSL and to ManJer that he is authorised on behalf of his employer to access the System with the authority applicable to his authorisation level as described in the AP User Guide;
(ii) that he represents warrants and undertakes to HMSL HCSL and to ManJer that he is the person to whom the username and password used to access the System were properly issued;
(iii) that he acknowledges that his access to the System may be terminated at any time without notice upon any material breach by in the event that his employer of breaches its agreement with HMSL HCSL or he breaches any material breach by him of the conditions of his access to the System or otherwise as HMSL HCSL may determine;
(iv) that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and
(v) that he acknowledges that any Material which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL HCSL all copies of the Material which are in his possession or under his control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (v), and such other conditions as HMSL HCSL shall reasonably determine from time to time; provided that HMSL HCSL shall provide AP with not less than thirty Business Days notice of any additional conditions to be imposed under this paragraph (g).
(h) AP agrees that for every Settlement Application, Agreed Application Order or Agreed Creation Notice it gives to HMSL HCSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL HCSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.211.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL HCSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(i) As at If the date provisions of this Agreement Condition 7.11(b) to (d) (inclusive) are amended as provided in Condition 28.2(f), paragraph 4 of Schedule 4 shall apply as though amended in the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be madesame manner (mutatis mutandis).
Appears in 1 contract
Sources: Authorised Participant Agreement
Creation and Redemption Procedures. (a) Concurrent with the execution of this Agreement and from time to time thereafter, AP shall deliver to the Administrator and HMSL, and HMSL shall deliver to AP, FXL duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in of Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP or HMSL (each such person an “Approved Person”).
(b) Each of AP and HMSL FXL will comply with the creation procedures set out in Schedule 4 and 4, the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Application Orders and Redemption Orders (but subject to Clause 7(i)), the provisions of Schedule 5, and any transfer of Bullion payment to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures and the Conditions.
(c) AP agrees that for every Index Application or Agreed Creation Notice it gives to FXL as provided in Schedule 4, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by FXL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by FXL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(d) To the extent that in relation to Application Orders and or Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to apply, such provisions shall not apply thereto but subject thereto Schedule 4 and the Trust Instrument and the Conditions (respectively) apply to Application Orders and Redemption Orders as they do to other Applications and Redemption Notices. HMSL FXL will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP for any failure by HMSL FXL or its agents to maintain the availability or utility of the System. AP agrees to comply with its obligations under the AP User Guide and to operate the System in accordance with the AP User Guide. In the event of any conflict conflicts between the provisions of the AP User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail.
(de) The following provisions relating to the System shall apply:
(i) AP shall following execution hereof notify HMSL FXL by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL or otherwise in a form reasonably satisfactory to HMSL and in each case completed to the reasonable satisfaction of HMSL, AP Authorisation Level Form of the names of its employees (“or the employees of any of its Affiliates) (Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means;.
(ii) AP agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP for the purpose of the System with the authority applicable to his authorisation level as described in the AP User Guide;
(iii) AP shall notify HMSL FXL in writing by means of a duly executed Revocation of Users Access Form in the form from time to time prescribed by HMSL or otherwise in a form reasonably satisfactory to HMSL and in each case completed to the reasonable satisfaction of HMSL, in the event that if:
(A) any person’s status as an Authorised User is to be revoked or terminated, if ;
(B) any such Authorised User’s authorisation level is to be changed to a lower level or if level; or
(C) the Authorised User(s) User should no longer be able to access the System from any IP Address (specifying the relevant IP Address) ), in each case as soon as possible, in order to give HMSL FXL a reasonable opportunity to to:
(I) terminate such Authorised User’s access to the System, to ;
(II) amend the authorisation level applicable to such Authorised User or to User; or
(III) amend the IP Addresses from which such Authorised Users User may access the Website. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to as the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it is received. case may be.
(iv) AP shall from time to time notify HMSL in such form as HMSL may reasonably require if FXL by means of a duly executed AP Authorisation Level Form if:
(A) any additional or alternative Authorised Users are to have access to the Website, if any ;
(B) such Authorised User’s authorisation level is to be changed to a higher level or if level; or
(C) the IP address(es) applicable to any Authorised User changes;.
(ivv) HMSL FXL reserves the right to terminate the an Authorised User’s access to the System immediately and without notice upon any material breach by AP of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (gh) or otherwise as HMSL FXL may determine;.
(vvi) HMSL FXL shall provide AP with or procure the provision to AP of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may AP shall ensure that passwords are not be shared and are to be used for access to the Website only by employees of AP (or any of its Affiliates) who are authorised to do so. AP shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged disclosed to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be is at risk of being so disclosed, AP shall notify HMSL FXL and the Administrator of the same;
(vivii) AP will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and
(viiviii) in the event of a dispute between AP and any FX Currency Transaction Counterparty in connection with activities conducted through the Website, HMSL may FXL will make available to the FX Counterparty any all records of the System to the extent reasonably available to HMSLit, that are reasonably requested by the FX Currency Transaction Counterparty and relevant to such dispute.
(ef) Subject to compliance by AP with paragraphs (b) to (d) and (inclusivee), AP shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, person who has obtained such passwords due to a failure by HMSL FXL or the Administrator to maintain the security of those passwords.
(fg) AP acknowledges that the AP User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP shall keep the Material confidential by using the same care and discretion that AP uses with respect to its own confidential property and trade secrets; provided that AP or any Authorised User may disclose the Material if and to the extent required to do so by any law, court court, or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSLFXL, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP shall, shall return to FXL (provided that such documents and Materials are in a form which is capable of delivery, return to HMSL FXL) all copies of the Material which are in AP’s possession or under its control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (fg).
(gh) AP acknowledges that in using the System each Authorised User will be required to accept certain conditions includingthe following conditions:
(i) that he represents warrants and undertakes to HMSL FXL and to ManJer that he is authorised on behalf of his employer AP to access the System with the authority applicable to his authorisation level as described in the AP User Guide;
(ii) that he represents warrants and undertakes to HMSL FXL and to ManJer that he is the person to whom the username and password used to access the System were properly issued;
(iii) that he acknowledges that his access to the System may be terminated at any time without notice upon in the event that AP breaches this Agreement with FXL or he materially breaches any material breach by his employer of its agreement with HMSL or any material breach by him of the conditions of his access to the System or otherwise as HMSL FXL may determine;
(iv) that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and;
(v) that he acknowledges that any Material which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon ;
(vi) upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL FXL all copies of the Material which are in his possession or under his control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (vvi), and ; and
(vii) such other conditions as HMSL FXL shall reasonably determine from time to time; provided that HMSL FXL shall provide AP with not less than thirty five Business Days Days’ notice of any additional conditions to be imposed under this paragraph (gh).
(h) AP agrees that for every Application or Creation Notice it gives to HMSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(i) As at the date of this Agreement the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be made.
Appears in 1 contract
Sources: Authorised Participant Agreement
Creation and Redemption Procedures. (a) Concurrent with the execution of this Agreement and from time to time thereafter, AP shall deliver to the Administrator and HMSLCSL, and HMSL CSL shall deliver to AP, duly certified as appropriate by its secretary or other duly authorised official, a certificate substantially in the form set out in of Schedule 3 setting forth the names and signatures of all persons approved to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of AP or HMSL CSL (each such person an “Approved Person”).
(b) Each of AP and HMSL CSL will comply with the creation procedures set out in Schedule 4 and the redemption procedures set out in the Trust Instrument and the Conditions and, in relation to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders (but subject to Clause 7(i))Orders, the provisions of Schedule 5, and any transfer of Bullion payment to be made pursuant to any Application or Redemption Notice will be made in accordance with those procedures and the Conditions.
(c) To the extent that in relation to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders certain provisions of Schedule 4 or the Trust Instrument and the Conditions are expressed in Schedule 5 not to apply, such provisions shall not apply thereto but subject thereto Schedule 4 and the Trust Instrument and the Conditions (respectively) apply to Settlement Application Orders, Agreed Application Orders, Settlement Redemption Orders and Agreed Redemption Orders as they do to other Applications and Redemption Notices. HMSL CSL will (subject to Clause 7(i)) use its reasonable endeavours to make the System available on each Business Day but shall not have any liability to AP for any failure by HMSL CSL or its agents to maintain the availability or utility of the System. AP agrees to comply with its obligations under the AP User Guide and to operate the System in accordance with the AP User Guide. In the event of any conflict between the AP User Guide and the provisions of this Agreement, the provisions of this Agreement shall prevail.
(d) The following provisions relating to the System shall apply:
(i) AP shall following execution hereof notify HMSL CSL by means of a duly executed authorisation letter in the form from time to time prescribed by HMSL CSL or otherwise in a form reasonably satisfactory to HMSL CSL and in each case completed to the reasonable satisfaction of HMSLCSL, of the names of its employees (“Authorised Users”) who are to have access to the Website, the authorisation level applicable to that Authorised User (as described in the AP User Guide), each internet protocol (IPv4 or IPv6) address (“IP Address”) from which such Authorised Users may access the Website and the means of communication of usernames and passwords to them and shall be responsible for the security of such usernames and passwords provided by such means;
(ii) AP agrees that each Authorised User shall be deemed to be duly authorised to act for and on behalf of AP for the purpose of the System with the authority applicable to his authorisation level as described in the AP User Guide;
(iii) AP shall notify HMSL CSL in writing by means of a Revocation of Access Form in the form from time to time prescribed by HMSL CSL or otherwise in a form reasonably satisfactory to HMSL CSL and in each case completed to the reasonable satisfaction of HMSLCSL, in the event that any person’s status as an Authorised User is to be revoked or terminated, if any such Authorised User’s authorisation level is to be changed to a lower level or if the Authorised User(s) should no longer be able to access the System from any IP Address (specifying the relevant IP Address) as soon as possible, in order to give HMSL CSL a reasonable opportunity to terminate such Authorised User’s access to the System, to amend the authorisation level applicable to such Authorised User or to amend the IP Addresses from which such Authorised Users may access the Website. If HMSL receives such a completed Revocation of Access Form, it shall endeavour to give effect to the same as soon as reasonably practicable and in any event by the end of the Business Day following that on which it is received. AP shall from time to time notify HMSL CSL in such form as HMSL CSL may reasonably require if any additional or alternative Authorised Users are to have access to the Website, if any such Authorised User’s authorisation level is to be changed to a higher level or if the IP address(es) applicable to any Authorised User changes;
(iv) HMSL CSL reserves the right to terminate the Authorised User’s access to the System immediately and without notice upon any material breach by AP of this Agreement or any material breach by the Authorised User of the conditions referred to in paragraph (g) or otherwise as HMSL CSL may determine;
(v) HMSL CSL shall provide AP with or procure the provision to AP of a username and initial password for access to the Website for each of such Authorised Users. It shall be the responsibility of AP to ensure that each Authorised User logs into the System through the website as soon as practicable on receipt of such username and initial password and changes his or her password. Passwords may not be shared and are to be used for access to the Website only by employees of AP who are authorised to do so. AP shall ensure that all usernames and passwords (including all replacement passwords) are kept confidential and not divulged to any person except to the relevant Authorised User. As soon as is practicable after becoming aware, or having a reasonable suspicion of the occurrence, of the unauthorised disclosure of a username or password, or of circumstances in which a username or password may be so disclosed, AP shall notify HMSL CSL and the Administrator of the same;
(vi) AP will limit access to the Website using its usernames and passwords to those persons authorised by it for the purposes of this Agreement and will implement procedures to monitor, and will monitor, such access to ensure compliance with the terms of this Agreement; and
(vii) in the event of a dispute between AP and any FX Commodity Contract Counterparty in connection with activities conducted through the Website, HMSL CSL may make available to the FX Commodity Contract Counterparty any records of the System to the extent available to HMSLCSL, reasonably requested by the FX Commodity Contract Counterparty and relevant to such dispute.
(e) Subject to compliance by AP with paragraphs (b) to (d) (inclusive), AP shall not be responsible for any unauthorised use of its passwords by any person, other than its officers, employees or agents or those of its Affiliates, who has obtained such passwords due to a failure by HMSL CSL or the Administrator to maintain the security of those passwords.
(f) AP acknowledges that the AP User Guide and any other user manuals or other documentation marked confidential (whether in hard copy or electronic form) (collectively, the “Material”) which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers. AP shall keep the Material confidential by using the same care and discretion that AP uses with respect to its own confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. AP may make such copies of the Material as are reasonably necessary for the Authorised Users to use the System and shall reproduce the proprietary markings of ManJer and/or its suppliers on any such copy (if applicable). The foregoing shall not in any way be deemed to affect the copyright status of any of the Material which may be copyrighted and shall apply to all Material whether or not copyrighted. HMSLCSL, ManJer AND ITS SUPPLIERS MAKE NO WARRANTIES (EXPRESS OR IMPLIED) CONCERNING THE MATERIAL OR ANY PRODUCT OR SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon termination of this Agreement for any reason, AP shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL CSL all copies of the Material which are in AP’s possession or under its control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (f).
(g) AP acknowledges that in using the System each Authorised User will be required to accept certain conditions including:
(i) that he represents warrants and undertakes to HMSL CSL and to ManJer that he is authorised on behalf of his employer to access the System with the authority applicable to his authorisation level as described in the AP User Guide;
(ii) that he represents warrants and undertakes to HMSL CSL and to ManJer that he is the person to whom the username and password used to access the System were properly issued;
(iii) that he acknowledges that his access to the System may be terminated at any time without notice upon any material breach by in the event that his employer of breaches its agreement with HMSL CSL or he breaches any material breach by him of the conditions of his access to the System or otherwise as HMSL CSL may determine;
(iv) that he agrees to use reasonable efforts to prevent the transmission by him through the System of any software or file which contains any viruses, worms, harmful component or corrupted data and agrees not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the System; and
(v) that he acknowledges that any Material which is delivered or made available to AP or any Authorised User regarding the System is the exclusive and confidential property of ManJer and its suppliers and that he shall keep the Material confidential by using the same care and discretion that he uses with respect to his employer's confidential property and trade secrets; provided that AP may disclose the Material if and to the extent required to do so by any law, court or regulatory agency or authority or stock exchange or in connection with any legal proceedings. Upon termination of his access to the System for any reason, he shall, provided that such documents and Materials are in a form which is capable of delivery, return to HMSL CSL all copies of the Material which are in his possession or under his control, provided that AP may retain any automatically generated back-up copies and any back-up copy required for the purpose of, and for so long as required by, any law, court or regulatory agency or authority or stock exchange or its internal compliance and diligence procedures and policies, such back-up copies to be subject to the confidentiality requirements set out in this paragraph (v), and such other conditions as HMSL CSL shall reasonably determine from time to time; provided that HMSL CSL shall provide AP with not less than thirty Business Days notice of any additional conditions to be imposed under this paragraph (g).
(h) AP agrees that for every Settlement Application, Agreed Application Order or Agreed Creation Notice it gives to HMSL CSL as provided in Schedule 4 or Schedule 5, it will pay to the Issuer a fee, in such manner as the Issuer may direct, of an amount equal to £500 or such lesser amount as may be accepted by HMSL CSL either generally or on any particular occasion. AP further agrees that for the purposes of Condition 9.210.2, the Redemption Fee shall be £500 or such lesser amount as may be accepted by HMSL CSL either generally or on any particular occasion and shall be payable in such manner as the Issuer may direct.
(i) As at the date of this Agreement the System may not be operative. HMSL will notify AP prior to this Agreement becoming effective whether the System is operative and, if it is not then operative, upon the System becoming operative. Until HMSL notifies AP that the System is operative, Application Orders and Redemption Orders may not be made.
Appears in 1 contract
Sources: Authorised Participant Agreement