These terms and conditions (‘Terms’) apply to the share sale facility offered by Australian Financial Services Corporation (AFSC) Pty Ltd (ABN 85 632 842 623) (‘AFSC’), trading as One Off Trades (‘Service’).

AFSC is a corporate authorised representative (CAR No. 001275455) of ShareX Pty Ltd (AFSL No. 519872).

Selling Securities 

1. The shareholder applying to sell shares (“Shareholder” or “You”) must provide to AFSC (‘AFSC’ or ‘Us/ We/ Our’):

1. a request for the sale of their securities (‘Sale Securities’). This is done by completing and submitting a sale form online via the One Off Trades Portal at www.oneofftrades.com.au ; and

2. the required identification.  

2. You acknowledge and agree that any delay by you in satisfying the requirements in clause 1 may cause processing of the sale of your Sale Securities to be delayed or refused and AFSC will not be liable for any loss arising from the rejection or delay in the processing of the sale of your Sale Securities.

3. You acknowledge and agree that we will hold the Sale Securities as nominee for the Shareholder for the purpose of effecting the sale and settlement of your Sale Securities.

4. Settlement of your Sale Securities may require us to transfer your securities into an account in our name for delivery to the executing broker. You give us irrevocable authority to do all things and sign, complete and deliver any transfer form or any other document on your behalf that we consider necessary and/or that is required to give effect to the Sale Securities.

5. You acknowledge and agree that there is no certainty that your sale form will be accepted and that we will only place the order onto the market after we receive confirmation from the share registry that the details You provided to us match the details the share registry holds and that the Shareholder has sufficient Sale Securities available to sell under the SRN provided to us.

6. You acknowledge and agree that your sale form is provided on an ‘At Market’ basis only which means that the Sale Securities are provided into the market at the best available price, however, the execution and the price is not guaranteed. The Shareholder’s instructions in the sale form, once accepted by us, are irrevocable and cannot be withdrawn, amended or cancelled by you. You also acknowledge and agree that you cannot set a minimum price for the sale of your Sale Securities.

7. If the sale order is filled and executed, you will receive a contract note for each parcel of the Sale Securities sold. The contract note/s will be sent to the email address we have for you on file and if there is no email address, to your nominated postal address. You acknowledge and agree that AFSC’s dispatch of the contract note/s to the Shareholder’s email address will constitute the provision by AFSC of those documents to the Shareholder.  

Sale Proceeds and Payment Methods 

8. The settlement date for the sale of securities is usually 2 Trading Days following the date of the trade (T +2). Trading Days refers to the days that the Australian Stock Exchange (‘ASX’) is open. We will ordinarily receive the proceeds payable on the sale of your Sale Securities on the next Trading day following the settlement date (‘Proceeds’).

9. You acknowledge and agree that:

1. we will not be obliged to make any payment to you unless we have received the Proceeds. Upon receipt, the Proceeds less any fees payable to us will be electronically transferred to your nominated bank account;  

2. we will use reasonable endeavours to transfer the Proceeds less any fees payable to us within one Trading day of the receipt of the Proceeds by us; and

3. all proceeds received by AFSC for the sale of your Sale Securities will be held in AFSC’s nominated bank account and that we are entitled to retain all interest earned on those monies.  

Fees 

10. We will charge a brokerage fee for each contract note issued under this Service. This fee is automatically deducted from the Proceeds prior to the net Proceeds being electronically transferred to your nominated bank account. The fees are set out in our Financial Services Guide (‘FSG’) which is displayed on our website at www.oneofftrades.com.au.

General Warranties and Acknowledgements 

11. You warrant that:

1. you have received and read our FSG prior to submitting the sale form;

2. all information provided by you in requesting the Service is complete, accurate and not misleading in any way. You acknowledge and agree that we are entitled to and will rely upon the information that you provided in requesting the Service until we are notified in writing of any changes.

3. you have full power to sell the Sale Securities, whether as a Principal, Trustee or as an agent. If the Sale Securities are owned by more than one person or entity, you further warrant that you have full authority to act on behalf of and make all decisions on behalf of the other person/s or entity/ies with respect to selling the Sale Securities and that each such person or entity is jointly and severally liable to AFSC in respect of these Terms; and

4. you will not engage in any behaviour in contravention of the ASIC Market Integrity Rules and/or the Corporations Act. You acknowledge and agree that all orders and transactions provided by AFSC under this Service will be subject to ASX Market Riles and customary practices.

12. You acknowledge and agree that:

1. AFSC is not providing specific or personal advice of any kind regarding the Sale Securities, including the price at which the Sale Securities should be sold and that nothing in the Service is intended to create any adviser-client or any similar financial arrangement between you and AFSC.

2. If the Service is withdrawn for any reason, we will, where possible, publish a notice on our website at www.oneofftrades.com.au informing users that the Service is no longer available. Any sale forms we have accepted but have not executed prior to the Service being withdrawn will be completed (where reasonably possible).  You further acknowledge and agree that you will not be entitled to any compensation from AFSC for sale forms that cannot be reasonably completed.  

Liability and Indemnity 

13. You acknowledge and agree that:

1. the information technology systems used in the market or by you or AFSC may be vulnerable to disruptions or failure, which may result in your sale form not being executed or the sale of your Sale Securities being delayed. You agree to release and hold harmless AFSC, its employees, servants and agents and any other party involved in the provision of the Service from all claims, demands, suits, damages, losses, costs, expenses, charges, fees, liability, actions, proceedings, rights of action and claims for compensation (‘Claims’) that you may suffer or incur by reason of or in connection with any such disruption, failure or delay.

2. to the maximum extent permitted by law, AFSC, its employees, servants and agents and any other party involved in the provision of the Service will not be liable to you or any one else for any Claims, whether direct or indirect, special, incidental or consequential or economic (including loss of profits or loss of opportunity), whether or not we knew or could have known of the possibility of such Claims, where those Claims arise from:

1. delay, interruption, omission, failure, error or fault in the execution of your instructions in the sale form (‘Instructions’);

2. delay in the execution of your Instructions arising from a review of your Instructions by AFSC;

3. error, omissions, non-receipt or invalidity in your Instructions;

4. any fault, error, defect or engineering in our computer systems or the computer systems of any person or entity involved in the processing of your Instructions and/or the sale of the Sale Securities; or

5. any cause beyond the reasonable control of AFSC including but not limited to failure of electronic or mechanical equipment or communication lines or unauthorised access.

14. Nothing in these Terms shall exclude any implied condition or warranty for your benefit, the exclusion of which would contravene any statute or cause any part of these Terms to be void or invalid. If any part or parts of these Terms are found to be void or invalid, those parts will be severed from the Terms while the remainder of the Terms will remain in force and be of full legal effect.

15. To the maximum extent permitted by law, you acknowledge and agree that our liability is limited to the cost of resupplying the Service.

16. You agree to indemnify AFSC, its related bodies corporate, its directors, employees, servants and agents and any other party involved in the provision of the Service against any Claims:

1. incurred by any indemnified party arising out of, or in connection with, a breach by you of any of your obligations under these Terms including any incorrect or misleading representation or warranty given by you under these Terms and the Service; and

2. arising from any unauthorised orders or fraud, except to the extent arising from our fraud or dishonesty or the fraud of dishonesty of an indemnified party.

 In this clause 14, ‘you’ includes a person who we reasonably believe to be you.  

Express Share Sale Service (‘Express Service’) 

17. The following additional terms and conditions apply to our Express Service:

1. The Express Service only applies to Sale Securities in the ASX Top 300;

2. You acknowledge and agree that:

1. we will reasonably endeavour to sell the Sale Securities on the same Trading Day that the Shareholder provides the requirements set out in clause 1, provided the requirements are given to AFSC prior to 2pm on that Trading Day; and

2. subject to you satisfying clauses 16 (a)and 16 (b)(i), AFSC does not guarantee that we will sell the Sale Securities on the same Trading Day but we will use our reasonable endeavours to process the sale on an urgent basis;

3. If you satisfy clauses 16 (a)and 16 (b)(i) of these Terms and AFSC does not sell the Sale Securities on the same Trading Day, the same day service fee will not be charged.

4.  You acknowledge and agree that AFSC, its related bodies corporate, its employees, servants and agents will not be liable for any Claims arising out of, or in connection with any delays in the Express Service, including any delays caused by AFSC, its related bodies corporate, its employees, servants and agents.

5. All other clauses of these Terms also apply to our Express Service.

Anti-Money Laundering and Counter-Terrorism Financing Laws 

18. We are required to comply with laws relating to the prevention of money laundering and the financing of terrorism (‘AML/CTF Laws’) in offering the Service. We cannot provide the Service to you unless you provide the required identification and that identification has been verified in accordance with applicable AML/CTF Laws in satisfaction of our obligation.

19.  You agree to provide to us all information and documentation reasonably required by us to comply with all relevant law and regulation including the AML/CTF Laws. You authorise us to undertake all necessary AML/CTF and other checks of the information and documentation (through electronic and other means) including using third-party service providers to verify the authenticity of the information and documentation you provide to us. You irrevocably authorise us to provide personal information provided by you to such third-party service providers for the purpose of the third-party service provider/s undertaking those AML/CTF and authenticity checks on our behalf.

20. You warrant that:

1. you are not utilising the Service under an assumed name; and

2. your use of the Service will not be in relation to any criminal activities or any activities which breach laws, regulations or penalties.

21. You acknowledge and agree that:

1. we may disclose information that we hold about you or your conduct to our service providers, relevant regulators of AML laws, or other parties (whether in or outside of Australia), including to our related bodies corporate, and if we do so we may be required under the AML/CTF Laws not to disclose this to you;

2. we are not liable for any Claims you suffer or incur (including consequential loss) as a result of us taking any action referred to in clauses 18, 19 and to 21 (a) above and you indemnify us for any Claims we may suffer or incur (including consequential loss) from exercising any rights under clauses 18, 19 and 21 (a) above or any breach by you of any of your warranties and/or obligations in clauses 18 to 21 (inclusive) herein; and

3. we or a third-party service provider acting on our behalf may contact the financial institution who holds the bank account that you have nominated to receive your share of the Proceeds for the purpose of ensuring that you are the legal holder of the bank account.