INSTRUCTIONS AND OTHER COMMUNICATIONS Clause Samples
INSTRUCTIONS AND OTHER COMMUNICATIONS. 13.1 Instructions in respect of this Agreement shall be given in accordance with the requirements set forth in this clause 13. The Client may, from time to time, give instructions to the Manager directing the Manager to take, or refrain from taking, particular actions under this Agreement. The Manager shall acknowledge instructions by acting upon them unless the Client is promptly advised that the Manager believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation.
13.2 The Manager and the Client may otherwise communicate in writing (by letter or by electronic means such as fax or e-mail) or by telephone or website, except when it is required to communicate in writing by this Agreement. Any such notice or communication in writing may be delivered by hand, or sent by facsimile or by pre-paid first class post as appropriate to the registered office or principal place of business for the time being of the party to whom it is addressed or to such other address as may, from time to time be notified in accordance with this clause 13. Notices given by hand or facsimile shall be deemed to have been given contemporaneously. Notices given by pre-paid first class post shall be deemed to have been given two Business Days after posting. Evidence that the notice was properly addressed, stamped and put in the post shall be conclusive evidence of posting.
13.3 The Manager may rely and act on any instruction or communication which it reasonably believes it has received from the authorised signatories of the Client as being authorised to instruct or communicate with the Manager in respect of the Account and, subject to this clause 13, by whatever means transmitted and, unless the Manager shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. The Manager and any delegates shall not be liable for any actions taken or omitted to be taken in good faith pursuant to any instruction or communication (or any instruction or communication purporting to be such or believed to be such by any such entity or entities) received from the Client.
13.4 The Client acknowledges that instructions or communications conveyed by electronic methods such as facsimile or e-mail are not secure forms of communication and may accordingly give rise to higher risks of manipulation or attempted fraud. Facsimiles and e-mails may also be of poor quality and be corrupted in transit an...
INSTRUCTIONS AND OTHER COMMUNICATIONS. The Escrow Parties may give Instructions to the Escrow Agent in accordance with Clause 21 (Notices & Instructions) The Escrow Agent shall be under no duty to challenge or make any enquiries concerning the validity of Instructions, which the Escrow Agent may regard as definitive unless the Escrow Agent declines to act on them pursuant to Clause 6.5. Furthermore, the Escrow Agent is required to seek confirmation of Instructions by telephone call-back to the person or persons designated and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. In the absence of or delay in receiving Instructions or other communication from the Escrow Parties in response to a request, the Escrow Agent is authorised to act or refrain from acting as it may deem expedient. Each of the Escrow Parties shall before the Settlement Date provide the Escrow Agent with a Notice (as may be amended from time to time) of the names, specimen signatures and authority levels of its Authorised Representatives. The Escrow Agent shall be entitled to rely on such Notice until the Escrow Agent has received Notice otherwise from the relevant Escrow Party. In the absence of receipt of any notification from an Escrow Party specifying any limitations on the authority of its Authorised Representatives under this Agreement, the Escrow Agent may rely on the Instructions and other communications from and with the Authorised Representatives in relation to all matters relating to this Agreement as though such persons were Authorised Representatives. Notwithstanding anything in this Clause 6, the Escrow Agent may without any liability on its part: act on what the Escrow Agent reasonably believes such Instructions to mean, or reasonably believes the Instruction contains sufficient information to act; decline to act on Instructions where to do so would, in the reasonable opinion of the Escrow Agent, involve the Escrow Agent in acting contrary to any Rules or other duty of the Escrow Agent; in its discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by either Escrow Party or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Escrow Agent or are believed by the Escrow Agent on reasonable grounds to have been inaccurately transmitted or not to be genuine; in its di...
INSTRUCTIONS AND OTHER COMMUNICATIONS. 10.1 You may give instructions (including orders) to enter into a Contract via the online dealing software provided to you by us or by phone.
10.2 Any communication which is not an instruction to enter into a Contract must be given by you, or on your behalf, orally, by telephone or in writing, by e-mail, post, fax, or in such other manner as we may specify from time to time, and, if sent to us by post or by fax, must be sent to our head office, and, if sent by e-mail, must be sent to an e-mail address currently designated by us for that particular purpose. Any such communication will only be deemed to have been received by us upon our actual receipt thereof.
10.3 If we receive an instruction to enter into a Contract other than in accordance with Term 10.1, we shall only accept and act upon such instruction at our absolute discretion and shall not be responsible for any loss, damage or cost which you suffer or incur arising out of any error, delay or omission in acting upon such instruction.
10.4 If at any time you are unable, for whatever reason, to communicate with us, we do not receive any communication sent by you or you do not receive any communication sent by us under this Agreement, we shall not be responsible for any loss, damage or cost caused to you by any act, delay or omission resulting therefrom, where such loss, damage or cost is a result of your inability to enter into a Contract which would create a position held by you. We shall not, except where your inability to instruct us or communicate with us results from our fraud, willful default or gross negligence, be responsible for any other loss, damage or cost caused to you by any act, error, omission or delay resulting therefrom including without limitation, where such loss, damage or cost is a result of your inability to enter into a Contract which would close out a position held by you.
10.5 You acknowledge and agree that any instruction or communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding upon you, any instruction which we believe in good faith to have been given by you. You acknowledge that we will rely on your account number and/or password to identify you and agree that you will not disclose these details to any person who is not duly authorised by you.
10.6 You understand and agree that any telephone conversation with us will or may be recorded for accuracy and you consent to such r...
INSTRUCTIONS AND OTHER COMMUNICATIONS. 5.1 You (or Your Underlying Client, where applicable) authorise GS and its Affiliates to rely on any instructions given to GS by persons who GS reasonably believes to be acting with authority on your behalf. It is solely Your responsibility to ensure that any of Your employees and/or representatives that provide instructions to GS have the authority to do so. GS shall be under no obligation to monitor whether a particular employee or representative is duly authorised, and shall be under no obligation to either accept or refer to any lists of persons authorised to provide instructions on your behalf which You may purport to deliver to GS. GS shall be under no duty to make any investigation or inquiry as to any statement contained in any instruction from or document signed by any person who GS reasonably believes to be acting with authority on Your behalf, and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.
5.2 Instructions given by You or on your behalf to GS shall be given in the form as GS and You shall from time to time agree. You agree that GS may designate the manner in which You must send different types of communications (including trading instructions and changes to Your contact information) to GS and the addresses to be used for that purpose. GS need not act upon any communications that are transmitted in a manner that is inconsistent with these designations. The language of communication between GS and You shall be English and You will continue to receive documents and other information from GS in English, except in such circumstances as may be notified to You by GS.
5.3 Instructions given by You or on Your behalf to GS shall be effective only on actual receipt by GS. GS shall be under no obligation to communicate its acknowledgement of receipt to You.
5.4 From time to time, GS may be required under Applicable Law to provide You with certain information in a “durable medium” and may wish to do so in a durable medium other than on paper. Where your consent to such arrangements is required by Applicable Law, you agree that GS may provide this information to You by means of a durable medium that is not paper including, without limitation, via a client portal accessible through a secure login (the details of which GS may notify to You from time to time), PDF document or email that is personally addressed to You.
5.5 GS may also provide certain information required under Applicable Law that is n...