PART I: General Information - Afex · PART I: General Information. Legal Business Name. Operating As or Trade Name (Please provide a Master Business License if applicable) #, Street,

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Entity Account Application and Agreement CANADA

PART I: General Information

Operating As or Trade Name (Please provide a Master Business License if applicable)Legal Business Name

City Province, State Postal, Zip#, Street, Suite, Unit

Country Business Phone Number Fax Number Email Address

Nature of Business (Specify):

Do you have any accounts with us? Yes No If Yes, please provide names:

How did you hear about us? Cold Call Search Engine Referral Other:

Is your Company a Holding Company? Yes No

Will your AFEX account be used by, or on the behalf of a third party? Yes No

PART II: Registration Information

Organizational Type: Registration Number:

Jurisdiction of Registration Federal Provincial State/Province: Date of Incorporation (dd/mm/yyyy):

Please attach any registration documentation such as a Master Business License, Partnership Agreement, etc.

Beneficial Owners (persons who own or control, directly or indirectly, 25% or more of the company)

Ownership % Day to Day Occupation Home AddressFirst Name, Initial, Last Name

Board of Directors

Day to Day OccupationFirst name, Initial, Last Name





First name, Initial, Last Name Day to Day Occupation

Are any of the individuals listed above or transacting with AFEX Politically Exposed Foreign Persons? Yes No

If Yes:

A PEFP is an individual who holds or has ever held one of the following offices or positions in or on behalf of a foreign country: a head of state or government; a member of the executive council of government or member of a legislature; a deputy minister (or equivalent); an ambassador or an ambassador’s attaché or counsellor; a military general (or higher rank); a president of a state-owned company or bank; a head of a government agency; a judge; or a leader or president of a political party in a legislature. A politically exposed foreign person also includes the following family members of the individual described above: mother or father; child; spouse or common-law partner; spouse’s or common-law partner’s mother or father and brother, sister, half-brother or half-sister (that is, any other child of the individual’s mother or father).

Associated Foreign Exchange, ULC Page 1 of 5

200 Front Street West, Suite 2203, Toronto, ON M5V 3K2 T +1 (800) 363-7363 F +1 (888) 363-8272

615 René Lévesque Blvd. West, Suite 1100, Montréal, QC H3B 1P5 T +1 (877) 270-3808 F +1 (877) 270-3829

Varette Building, 130 Albert Street, Suite 1004, Ottawa, ON K1P 5G4 T +1 (800) 530-7986 F +1 (877) 846-7622afex.com

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PART III: Foreign Exchange Requirements

Please explain your Foreign Exchange needs:

List of countries you will be sending funds to:

List of countries you will be receiving funds from:

What type of trades do you need? Spot trades Forward trades Trade Volume Mth Yr Seasonal

What Currencies do you buy? CAD USD EUR GBP Other:

What Currencies do you sell? CAD USD EUR GBP Other:

Method of payment: Method of settlement:

PART IV: Banking Information

Full Legal Name of Account Holder

Banking Institution Name Acct Mgr/phone

#, Street, Suite, Unit City Province, State Postal, Zip

Bank # Transit #

Certificate of Incumbency and Specimen Signatures

I certify that the following individuals occupy the positions listed below and I certify that the following are valid specimen signatures of those individuals listed below: Each of the following persons, by signing below, also acknowledges having received and reviewed AFEX’s Privacy Policy and consents to the collection, use and disclosure of their personal information for the purposes set out in the Privacy Policy and any reasonably ancillary purposes.

Day to Day Name of Individual Date of Birth Authority Level Occupation (please leave blank if position is vacant) Home Address (mm/dd/yyyy) (if applicable) Signature

The Company represents and warrants to AFEX that the individuals occupying each of the positions listed in items the Incumbency Certificate above is an Authorised Person as defined by the Terms and Conditions. Without limiting the above-mentioned Terms and Conditions in any manner, the Company confirms that each of the persons have full and unrestricted authority (unless otherwise noted) to bind the Company for the purpose of entering into and completing the purchase and sale of foreign currency and related matters, as set out in the above mentioned Terms and Conditions, including but not limited to booking deals with AFEX, negotiating and concluding the terms of such deals and providing settlement instructions for such deals transacted. The Company agrees with and acknowledges having been provided with a copy of AFEX’s current Terms and Conditions, Privacy Policy and Compliant Policy and understand that its available online at www.afex.com. AFEX reserves the right to change the Terms and Conditions, Policies and Procedures without notice.





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STANDARD TERMS AND CONDITIONS

The Standard Terms and Conditions set out the general terms and conditions relating to your dealings with Associated Foreign Exchange, ULC (“AFEX”). It explains how trades in foreign currency will be handled and what AFEX’s responsibilities are to you and what your responsibilities are to AFEX. In dealing with AFEX, additional forms will be used, as explained herein, which set out specific terms and conditions of your foreign exchange transactions.

1. DEFINITIONS As used herein, the following terms have the

meanings ascribed to them: 1.1 “Agreement” means these Standard Terms and

Conditions, as may be amended from time to time. By you upon entering into a Client Application Form, you are agreeing to be bound by this Agreement or you are otherwise deemed to have agreed to be bound by this Agreement upon entering into a Deal;

1.2 “Authorized Person” means that individual or those individuals you have identified in the Client Application Form (or as otherwise identified in accordance with this Agreement) as having authority to enter into Deals on your behalf and/or who have authority to provide AFEX with Deal Confirmations or Wire Instructions;

1.3 “Business Day” means any day other than a Saturday, Sunday or a day in which chartered banks in Canada are not open for business in the Province of Ontario;

1.4 “Client Application Form” means the form to be entered into by AFEX clients for the purpose of opening an account with AFEX, and to which this Agreement is annexed;

1.5 “Currency” means money denominated in the lawful currency of a country;

1.6 “Deal,” also known as a “Trade” means a transaction in which you agree to purchase or sell Currency from or to AFEX;

1.7 “Deal Confirmation,” also known as a “Trade Confirmation” means the written confirmation of a Deal, as more particularly described in section 2.4 of this Agreement;

1.8 “Wire Instructions” means the instructions provided by you to AFEX in respect of the wiring of monies, in the event AFEX is instructed by you to deliver monies by wire transfer; and

1.9 “you” and “your” mean the customer who has entered into a Client Application Form to which this Agreement is annexed.

2. DEALS 2.1 No Advice. You represent that that each Deal

entered into by you will be based upon your own judgment and that you are not relying on any communication (written or oral) of AFEX as investment advice, as a recommendation to enter into a Deal or as an assurance of expected results. You acknowledge that AFEX is not acting as a fiduciary or advisor to you or in respect of any Deal.

2.2 Reliance on Instructions. AFEX may rely and act upon telephone, facsimile transmission and any other electronically transmitted instructions from or purporting to be from you (including an Authorized Person) and which AFEX believes in good faith to be genuine.

2.3 Creating your Deal. To create a Deal with AFEX, a AFEX account executive will provide to you

by telephone, facsimile transmission and/or by email, the terms of a Deal, including the Currency to be bought or sold by AFEX on your behalf, the amount of such Currency, the price to be paid for such Currency and the date for delivery of the Currency bought or of the proceeds from the sale of such Currency. If you accept same, either in person, by telephone, facsimile or e-mail, the Deal will have been entered into and will be your binding obligation.

2.4 Deal Confirmation. The terms of each Deal will be set out in the Deal Confirmation which will be delivered to you by a AFEX customer service agent, facsimile transmission, email or such other agreed upon form of delivery, following your acceptance of a Deal. The Deal Confirmation is evidence of the terms of a completed or to be completed Deal. The Deal will not be invalidated if for any reason the Deal Confirmation is not presented to you by AFEX, including as a result of any telecommunications malfunction. If for any reason the Deal Confirmation is not presented to you, the records of AFEX with respect to that Deal will constitute conclusive evidence of the terms of the Deal. The Deal Confirmation is deemed delivered to you unless, within one (1) Business Day of making the Deal, you inform your AFEX account executive that you have not received a Deal Confirmation, in which case AFEX will provide you with a Deal Confirmation. If a Deal Confirmation is not returned to AFEX, signed by you where indicated, or if any errors on the Deal Confirmation are not identified by you, in both cases within one (1) Business Day of your receipt of the Deal Confirmation, then the Deal Confirmation is deemed to have been executed and returned by you and any errors on the Deal Confirmation are binding against you (but shall not bind AFEX). If you provide all funds necessary to complete the Deal, then the Deal shall be deemed to have been confirmed by you and the Deal Confirmation shall be deemed to have been completed and returned by you to AFEX.

2.5 Payment. You must make each payment or delivery required to be made by you under the terms of a Deal in the Currency and amount, on the date and in accordance with the settlement instructions for the Deal, as stated in the related Deal Confirmation. Payment must be made by wire transfer from or by certified cheque or bank draft issued by a financial institution acceptable to AFEX. If you fail to pay the amount owing under the terms of the Deal, in addition to any other remedy AFEX may have at law or in equity, you will be liable for any costs, expenses and fees payable or incurred by AFEX as a result of such failure. In addition thereto, AFEX may, in its sole and absolute discretion cancel the Deal.

2.6 Canceling a Deal. Once a Deal has been entered into, you may not cancel it unless AFEX, in its sole and arbitrary discretion agrees to cancel it. If you wish to cancel a Deal, you must notify AFEX immediately by directly contacting your AFEX account executive. If AFEX agrees to cancel such Deal, AFEX shall only be obligated to use reasonable efforts to try to do so and there is no assurance that AFEX will be able to cancel a Deal. If you request AFEX to cancel a Deal or if it is cancelled by AFEX under section 2.5, you shall indemnify and hold AFEX harmless for any and all costs and all other expenses and costs incurred by AFEX to cancel the Deal, including

but not limited to breakage costs and profit.

3. MARGIN3.1 Margin. AFEX may require for certain Deals

(“Margined Deals”) that you provide funds (“Margin”) to it. AFEX’s standard Margin requirement is 10% of the total Canadian dollar value of each Margined Deal you book with AFEX. Your AFEX account executive will advise you if Margin is required and of the amount to be provided. Margin will be calculated at the inception of the Margined Deal and shall be paid in Canadian dollars unless otherwise agreed to by AFEX. The amount to be held as Margin shall be subject to adjustment as set out herein. Margin must be paid at the commencement of the applicable Margined Deal and may be satisfied by monies delivered by you for such purpose or other cash or cash like equivalents, including the notional gains on other Deals then held by AFEX on your account.

3.2 Use of Margin. Margin is non-refundable until the maturity of the Margined Deal for which such Margin has been delivered. On maturity, the amount owing on account of the Margined Deal will be payable, less any amount already paid as Margin, plus any other amounts AFEX has the right to deduct in accordance with this Agreement. In providing Margin, you acknowledge and agree that such amount: (i) may be used by AFEX in the ordinary course of AFEX’s business (including, but not limited to any banking agreements); (ii) will not be maintained by AFEX in a segregated account in your favour; and (iii) shall not be subject to a trust, deemed or otherwise, in your favour, and that your right to have the amount of the Margin applied or credited in your favour represents an unsecured claim against AFEX and does not represent a claim, by way of trust or otherwise, to the Margin or to proceeds or to any assets of or under the control of AFEX.

3.3 Margin Call. You acknowledge that the amount of Margin held by AFEX is intended to reflect the Canadian dollar value of each Margined Deal you have purchased, and, as such, the amount required to be delivered by you and held by AFEX as Margin is subject to increase to reflect market movement from the date of your booking the purchase of the Margined Deal. While the Margined Deal remains open, it will be marked-to-market at least daily in order to establish the market, or replacement value of the contract. In the event value of the Margined Deal has decreased, AFEX shall have the sole discretion to make a Margin call as it deems necessary, and shall notify you of such Margin call either by telephone or in writing. Unless AFEX otherwise advises you, a Margin call is to be satisfied immediately.

3.4 Liquidation. If the Margin call is not satisfied by you immediately or within the requested time frame or even if you are in the process of providing additional Margin pursuant to a Margin call, you agree that if the marked-to-market value of any of your Margined Deals deteriorates to a level that could expose AFEX to a loss position, AFEX may, in its sole and absolute discretion and without notice to you, immediately liquidate such Margin Deal and take all necessary steps to liquidate any other any outstanding Deals it holds or has entered into for or on your behalf. You hereby indemnify AFEX for and save it harmless





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from any losses arising there from and AFEX may set-off such losses against the Margin.

3.5 Right of Set-off and Netting. AFEX may without prior notice set-off any amount owing by you to AFEX under this Agreement or under any Deal, against any amount owing by AFEX to you on any other Deal, including amounts held as Margin, whether or not they are related to your payment obligation to AFEX. In the event that any Margin is used to set-off any amounts owed by you, you shall immediately restore the Margin requirements for all Deals to their required levels, failing which AFEX may terminate any or all Deals and you shall be responsible for all of AFEX’s damages, including lost profit, as a result of such termination(s). You acknowledge and consent to AFEX netting Deals for the purpose of satisfying any Margin call made by AFEX and/or for satisfying any short fall incurred by AFEX on the liquidation of any or all Deals. You acknowledge that AFEX is not obligated to net Deals for such purposes but that AFEX may do so in its sole discretion. If done, netting will be done on Deals payable in the same currency and will be done on a fixed date. In netting Deals, each party’s obligation to make the applicable payment will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

4. AUTHORITY TO DEAL 4.1 Authorized Person. You have identified in the

New Client Application Form that individual or those individuals who are authorized to enter into Deals on your behalf, referred to herein as an Authorized Person. You represent and warrant that each Authorized Person has authority to enter into Deals on your behalf and to provide AFEX with settlement instructions for completed Deals. Any Deals entered into by an Authorized Person shall binding upon and enforceable against you. You acknowledge AFEX will rely upon those names you have provided to it for the purpose of entering into and completing Deals on your behalf, including provide a Deal Confirmation and Wire Instructions. If an Authorized Person is no longer authorized to enter into Deals on your behalf, you covenant and agree you will advise AFEX in writing not less than two (2) Business Days prior to the entering into of a Deal. You further covenant and agree to advise AFEX in writing if there are any restrictions on an Authorized Person’s authority to enter into Deals and of any changes to those restrictions.

4.2 Indemnity. You hereby agree to indemnify and hold harmless AFEX from and against all claims, costs, losses and expenses incurred by AFEX arising out of, or in respect of, any claim that an individual was not authorized to enter into a Deal on your behalf and/or provide AFEX with settlement and delivery instructions for completed Deals. This indemnity will survive the completion of any Deal or the termination of this Agreement.

5. WIRE TRANSFERS5.1 Terms and Conditions. The following terms and

conditions apply to all wire transfers done by AFEX on your behalf: a) You are solely responsible for the accuracy

of the account numbers and the routing numbers for the beneficiary bank designated by you. AFEX does not verify that the beneficiary’s account number or that the beneficiary bank’s routing number is correct. AFEX’s obligation to you is limited to the transfer of funds to the beneficiary account at the beneficiary bank as set out in the Wire Instructions.

b) You are solely responsible to make whatever inquiries to the beneficiary and/or the beneficiary bank as may be reasonably necessary or advisable, in order to determine whether the transfer took place as you intended. AFEX DOES NOT provide any written notice or advice of the wire transfer of funds to the beneficiary, or to the beneficiary bank.

c) AFEX is not obligated, and in any event may not be able to cancel, amend or stop a wire transfer payment order after it has been given to AFEX for processing.

d) Absent gross negligence or willful misconduct by AFEX or any of its employees, AFEX shall not be responsible or liable for any damages, losses, expenses or the like that you may directly or indirectly incur arising from or in connection with any wire transfer. AFEX shall not be responsible for any failure, unavailability or malfunction of communications, electronic or other equipment, which may result in misdelivery, nondelivery or delays in delivery of the funds transferred nor shall it be held responsible for the insolvency, neglect, misconduct, mistake, default, delay, misappropriation, negligence or breach of contract by any other bank, entity or person, in connection with the wire transfer, without regard to any agency relationship those persons or entities may have with AFEX.

e) Under no circumstances will AFEX be held responsible to the beneficiary or the beneficiary bank for any damages, claims, losses, expenses, or injuries whatsoever, and you hereby indemnify AFEX against liability for any such claims, damages, losses, expense, or injuries whatsoever which may arise or be asserted by the beneficiary or the beneficiary bank as a result of a wire transfer order or performance (or non-performance) thereof.

f) AFEX’s internal procedures for wire transfers are deemed reasonable. AFEX’s failure to follow those internal procedures will not subject AFEX to liability for breach of contract, negligence or any other cause of action.

6. INFORMATION SOURCES 6.1 Market Information. Market information may

from time to time be provided to you through AFEX. This information has been obtained from various information providers through sources believed to be reliable. Neither AFEX nor such information providers guarantee the timeliness, sequence, accuracy or completeness or fitness for a particular purpose of any market information provided through AFEX. Such information may

include views, opinions and recommendations of individuals or organizations and you understand that neither AFEX nor the providers of such information necessarily endorse such views or opinions, and that they are not providing any investment, tax, accounting or legal advice to you by including such market information.

7. LIMITATION OF LIABILITY 7.1 No Liability. AFEX will not, absent gross

negligence or willful misconduct by it or its employees, be liable to you for any loss, costs or damages which you incur as a result of you entering into or completing a Deal, including, without limitation:(a) for communication malfunctions that affect

the accuracy or timeliness of messages or instructions between you and AFEX and/or which prevent messages from being transmitted in whole or in part;

(b) if you make a mistake when providing information or instructions to AFEX, including without limiting the foregoing, in confirming a Deal or providing a Wire Instructions;

(c) for the conduct of an Authorized Person; (d) errors made by any financial institution

which undertakes the transfer of electronic funds or any financial institution named as a beneficiary bank for the receipt of funds;

(e) if a bank draft or certified cheque provided by AFEX to you, an Authorized Person or any of your employees, is lost, misplaced, destroyed or stolen. In particular, AFEX shall not be responsible for the replacement of such bank draft or certified cheque.

7.2 Limited Liability. In the event AFEX is found to be liable to you for the misdirection or misappropriation of funds, its liability shall be limited to the original amount of such funds misdirected or misappropriated. In the event AFEX is found to be liable to you for any other reason in respect of a Deal, such liability shall be limited to the market movement in foreign exchange rates for that Deal from the order date for that Deal. You agreement that in no circumstances shall AFEX be liable for special, additional, incidental or consequential damages, directly or indirectly incurred or suffered by you or any other person.

7.3 Your Responsibility. (A) You are responsible to ensure the accuracy of settlement and delivery instructions in respect of each and every Deal (including, but not limited to, any Wire Instructions). AFEX shall not, in the absence of gross negligence or wilful misconduct on its part or that of its employees, be responsible for failure, delays or errors in the receipt of such instructions and AFEX shall have no liability for consequential or special damages. (B) You agree to maintain security systems, procedures and controls to prevent and detect (i) the theft of funds; (ii) forged, fraudulent and unauthorized instructions and electronic transfer of funds by anyone who is not an Authorized Person; (iii) losses due to fraud or unauthorized access to the service by anyone who is not an Authorized Person. (C) You agree to make your own arrangements to provide the equipment and software you need to meet your desired levels of service, security and reliability. Equipment includes computer systems and telecommunication devices. All equipment and software must meet our requirements and





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specifications for the service we are providing. All purchase, installation and maintenance costs will be at your expense. (D) We may, if we choose, specify security procedures for a service, which you must follow. You agree to keep any keys, access codes, security devices and verification procedures safe and confidential, and change them at least as often as the service materials specify. We may establish a routine to verify the source and authenticity of instructions you give us and may verify an instruction before acting on it. We may act on instructions that contain the verification routine without checking authority. (E) For all service materials we give you, including software, you agree: (i) we and any lessor or licensor will retain all ownership rights, including any copyright (ii) you will not disassemble or reverse engineer the software (iii) you will not copy, remove, modify, transfer, adapt or translate the service materials without our consent (d) when we stop providing a service you will delete the applicable software from your computer hardware.

8. GENERAL 8.1 Applicability and Interpretation. Unless otherwise

specifically agreed to in writing, all Deals shall be governed by the terms of this Agreement. All agreements, covenants, representations and warranties made by you herein are deemed to be repeated and are effective on each date on which you enter into a Deal. In the event of an inconsistency or a conflict between this Agreement and any other agreement or form entered into or delivered by you, absent specific language to the contrary, the terms of this Agreement shall prevail. The inclusion of any terms in any other form or agreement that are not included in this Agreement or vice versa shall not be an inconsistency. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty in this Agreement or any other agreement or form entered into or delivered by you, will not be construed against AFEX by reason of authorship of any of the provisions hereof or thereof.

8.2 Notice of Changes. Upon notice to you, which may include communication via email, facsimile or mail, AFEX may amend any provision of this Agreement, and your continued dealing with AFEX thereafter will constitute for all purposes your agreement and consent to such amendment.

8.3 Governing Law. This Agreement and all transactions contemplated by it shall be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the parties shall attorn to the jurisdiction of the Courts within the Province of Ontario having jurisdiction over the subject matter of this Agreement.

8.4 Rights of Termination. AFEX may terminate this Agreement at any time without notice. You may terminate this Agreement at any time by notifying AFEX in writing in accordance with Section 8.5. Termination of this Agreement by either AFEX or you will not affect any Deals that were entered into prior to such termination, in respect of which this Agreement shall continue until all obligations under those Deals have been performed.

8.5 Delivery of Notices. Notices which you need to deliver to AFEX must be delivered by mail, courier, facsimile transmission [or email] as follows: AFEX Simcoe Place, Suite 2203, 200 Front Street West, Toronto, Ontario, M5V 3K2. Attention: Compliance Department. Fax No. 416-360-2138. Any notice will be deemed effective: (a) if delivered by mail, on the date it is received by AFEX; (b) if delivered by courier, on the date it is delivered to AFEX; and (c) if delivered by facsimile [or email], on the date that transmission is received in legible form by AFEX, provided any such form of delivery is received by AFEX prior to 4:00 pm (Toronto time) on a Business Day. If received after such time, it shall be deemed to have been received the next immediately following Business Day.

8.6 Electronic Communications. AFEX may maintain a database in respect of all your instructions, including recordings of telephone conversations. AFEX’s records will be conclusive and binding on you in any dispute, including in any legal proceeding, as the best evidence of your Deals, in the absence of clear proof that AFEX’s

records are erroneous or incomplete. A copy of the permanent record of AFEX regarding any electronic communication, including facsimile, will be admissible in any legal, administrative or other proceedings as conclusive evidence as to the contents of those electronic communications in the same manner as an original document in writing and you waive any right to object to the introduction of any such copy in evidence. You agree with AFEX that notwithstanding the risks associated with electronic communications, you hereby authorize AFEX to provide such services in compliance with the procedures established by AFEX from time to time. Any electronic communication that AFEX receives from or in your name will be considered to be duly authorized and binding upon you. AFEX will be authorized to rely and act upon any signature appearing on a facsimile transmission that purports to be a signature of an Authorized Person.

8.7 Privacy Policy. All information collected in respect of you will be collected and retained in accordance with AFEX’s Privacy Policy, as amended and updated from time to time. AFEX’s Privacy Policy may be viewed on AFEX’s website at www.afex.com or a copy may be obtained directly from your AFEX account executive.

8.8 Force Majeure. AFEX shall not be liable for any loss whatsoever or howsoever arising due directly or indirectly from any default or delay caused by wars, acts of terrorism, labour disputes, acts of God, governmental acts, natural catastrophes, acts or omissions of or delays by third-party financial institutions, equipment failures, telecommunications failures, public emergencies, currency market conditions or any other circumstances beyond AFEX’s direct control.

8.9 Language. You confirm that you have requested this Agreement and all related documents to be drawn up in the English language only. Vous confirmez avoir exigé que ce contrat et tous les documents s’y rapportant soient rédigés en Anglais seulement.

AUTHORIZATION

I/We have authority to bind the company

Signature of authorized signing officer - eg President or Corporate secretary

Name Title

Date city, province/state





Documents

PART I: General Information - Afex · PART I: General Information. Legal Business Name. Operating As or Trade Name (Please provide a Master Business License if applicable) #, Street,