By completing an application to be a user of the TradeIdea Labs Platform, and by your ongoing use of the platform, you accept and agree to be bound by the terms and conditions set out in this document (Terms and Conditions), which become a legally binding agreement between you and TradeIdea Labs, and to make this agreement electronically.

Alpha Desk Pty Ltd (ABN 50 702 070 719) is a corporate authorised representative of an Australian Financial Services licensee as set out on the TradeIdea Labs Platform. These terms apply to your dealings with TradeIdea Labs.

TradeIdea Labs may arrange for, or engage on your behalf, third party service providers such as stockbrokers. When you engage a third party provider on this basis, any terms and conditions or disclosures applicable to the third party provider’s products or services apply to you. Instructions provided to, or dealings made with, the third party by TradeIdea Labs are made on your behalf pursuant to the terms and conditions entered into by you to receive those products or services.

Subject to the provisions of this clause, TradeIdea Labs grants you a non-exclusive, non-transferable, non-sub-licensable licence to access, view and use the TradeIdea Labs Platform for the Term, solely in accordance with this agreement and as an end user only.

You may use one instance of the TradeIdea Labs Platform for your use only. Your use of the platform may be monitored by TradeIdea Labs to ensure that the use is authorised, to verify security procedures, availability and operational security, to provide software and feature updates or notification of them, and for any other purposes reasonably required by TradeIdea Labs.

The use of the TradeIdea Labs Platform may be subject to additional terms and conditions specific to a service, as set out on the platform.

TradeIdea Labs may at any time, in its absolute discretion, refuse to accept any Order from you, or to execute Orders for you.

You must ensure that payment in full in respect of an acquisition of a financial product is received by TradeIdea Labs — or, where the relevant transaction is made through a third party and settlement is due to that third party, by that third party — before the Settlement Date and Time.

If you transact in derivatives, TradeIdea Labs may require that you lodge with TradeIdea Labs or its nominee, in a regulated trust account, sufficient monies to meet your settlement and margin obligations which may arise in respect of those transactions. If TradeIdea Labs requires you to lodge monies it will inform you of the amount and other terms and disclosures via the TradeIdea Labs Platform, and the Cash management and trust account clause will apply to any monies held in a trust account.

You must deliver to TradeIdea Labs — or, where the transaction is made through a third party and settlement is due to that third party, to that third party — all documents and security holder information (including the holder identification number or personal identification number and, if applicable, holder reference number) no later than two business days before the Settlement Date and Time.

Confirmations

You will be given trade confirmations or statements as required by the Corporations Act and relevant market rules (Confirmation). You authorise TradeIdea Labs to give Confirmations to you electronically to the email address notified to TradeIdea Labs by you from time to time for this purpose, or by making the Confirmation available to you in a facility on the TradeIdea Labs Platform or a third party platform. If a relevant transaction is executed by a third party, the third party may provide the Confirmation to you, and you agree that if TradeIdea Labs is obliged to provide you with a Confirmation, the Confirmation provided by the third party is also provided on behalf of TradeIdea Labs. If the trading account is for joint holders and an email address is not provided for a joint holder, that joint holder authorises TradeIdea Labs to send any Confirmation to that joint holder at the email address provided for the trading account, and by so sending the Confirmation TradeIdea Labs will be taken to have sent the email to that joint holder. TradeIdea Labs may not provide you with paper copies of Confirmations.

You agree to promptly check the accuracy of every Confirmation sent to you and to notify TradeIdea Labs immediately of any error that you consider may have occurred. In the absence of such notification from you within 24 hours, you will be taken to have accepted the accuracy of the Confirmation.

If you fail to settle

You acknowledge that if you fail to make any payment due to TradeIdea Labs, or to deliver any documents or security holder information to TradeIdea Labs, or otherwise to comply with the settlement obligations that you owe to TradeIdea Labs or a third party in relation to a transaction (fail to settle), TradeIdea Labs may do any one or more of the following:

• Charge an administration fee calculated by reference to the additional cost which may be incurred by TradeIdea (including any fail fees imposed by a securities exchange) as a result of your failure to settle;
• Levy a default charge on the amount from time to time outstanding at a rate of up to 15% per annum;
• Sell out (or procure the sell out of) any products purchased — you are fully responsible for any loss in connection with such sale — and apply the proceeds in reduction of your liability to us and to recover our costs in so acting;
• Buy in (or procure the buy in of) any products sold — you are fully responsible for any loss in connection with such purchase — and recover our costs in so acting;
• Sell out (or procure the sell out of) any products otherwise held on your behalf — you are fully responsible for any loss in connection with such sale — and apply the proceeds in reduction of your liability to us and to recover our costs in so acting;
• Apply any cash held by us (or to which we have access or authority to operate) on your account, or payments received for or from you, in reduction of your liability to us; or
• Cancel any of your unexecuted Orders.

You authorise TradeIdea Labs and each of its directors and employees, as your attorney, to give instructions on your behalf in respect of your holdings — including without limitation any broker sponsored CHESS holdings, or holdings held by a related body corporate or affiliate of TradeIdea Labs in nominee holdings — and in respect of call deposit facilities or cash management trust accounts on which TradeIdea Labs is authorised to give instructions, to enable TradeIdea Labs to realise those products or funds and apply the proceeds in reduction of your liability to TradeIdea Labs and to recover its costs in so acting.

You must pay or reimburse TradeIdea Labs any such administration fees and default charges (together with any GST payable on those amounts) immediately upon demand, or at TradeIdea Labs’s option it may deduct such administration fees and default charges (and any GST) from any sale proceeds or other amounts otherwise payable to you.

The manner in which TradeIdea Labs may exercise or not exercise, or the timing of or any delay in any exercise by TradeIdea Labs of, any right under this clause is not to be taken to be financial product advice by TradeIdea Labs to you, and you must not represent to any person that it is financial product advice by TradeIdea Labs.

TradeIdea Labs will not be liable to you for any failure to exercise (or any delay in exercising) any right it may have against you, or for any loss incurred by you as a result of TradeIdea Labs not exercising any of its rights against you immediately, or at all, following any failure by you to comply with your obligations.

Dealing as principal

You acknowledge that:

• TradeIdea, and its related bodies corporate, may deal in financial products on a securities exchange as principal;
• in certain circumstances TradeIdea may (either acting for another client or on its own account) enter into the opposite position in a transaction with you, as principal;
• you consent to TradeIdea entering into any such transaction with you; and
• you agree that such consent shall continue until it is revoked in writing by you.

You agree TradeIdea Labs is not responsible for any loss arising from any investment or dealing you make, whether or not relying on advice given by TradeIdea Labs, where that advice is given in accordance with applicable laws.

You acknowledge that TradeIdea Labs is not required to monitor or manage your investments and that TradeIdea Labs will not act with discretion for you in respect of your investments.

If TradeIdea Labs gives advice, TradeIdea Labs shall exercise due skill, care and diligence, but does not guarantee the repayment of capital or the performance of any investments, or otherwise make any representation concerning the performance of your investments, account or any particular transaction.

You agree that you shall:

• Assess the appropriateness of each investment, trading or financial decision having regard to your particular needs, financial situation and objectives;
• Where applicable, obtain, read and understand the relevant Disclosure Document; and
• If you determine you require personal advice, seek personal advice from someone other than TradeIdea.

This clause applies if you are a wholesale client or professional investor.

You represent and warrant to TradeIdea Labs that:

• You are a wholesale client as that term is defined in s761A and s708(8) of the Corporations Act, or you are a professional investor under the Corporations Act;
• None of the financial products or services provided to you by TradeIdea is for use in connection with a business;
• If you qualify as a wholesale client pursuant to s761G(7)(c) or s708(8) of the Corporations Act, then in each of the 2 financial years preceding each investment you make with TradeIdea as a wholesale client you had a gross income of $250,000 or more per annum, or net assets of at least $2.5 million, and your income or assets were assessed by a qualified accountant who produced a certificate verifying your income or assets not less than 6 months prior to making the investment; and
• You will not seek to make any investment as a wholesale client, and you will notify TradeIdea immediately, if at any time you cease to be a wholesale client or professional investor.

You acknowledge and agree that:

• TradeIdea Labs will rely upon the representations and warranties above, and but for you making them TradeIdea Labs would not provide services to you as a wholesale client; and
• TradeIdea Labs will treat you as a wholesale client and not as a retail client under the Corporations Act, and you will not receive any statutory protections afforded to retail clients, and will not receive — for the purposes of investments made as a wholesale client — disclosure documents from TradeIdea Labs regarding the products or services in which you invest, including a Financial Services Guide or Product Disclosure Statement.

TradeIdea Labs may provide to you, or arrange for you to have access to, electronic trading systems through which you are able to enter Orders for delivery to trade execution providers.

You acknowledge that all Orders submitted by you through an electronic trading system are routed to a third party execution provider and that:

• Orders may be executed manually by a trade operator or through an automated order system operated by the third party. Execution of an Order is subject to the availability of the third party execution provider and the operation of their automated order system, and may be delayed or rejected by that provider;
• Any reporting of the status of an Order in an electronic trading system is subject to receipt by TradeIdea or its electronic trading system of transaction reports from the third party execution provider; and
• The third party execution provider may purge orders from its trading platform and these Orders will not be automatically resubmitted by the electronic trading system. Derivatives orders will be placed with the third party execution provider on a day-only basis and will be purged from the market trading platform after the market trading session, at or about 4.30pm.

You:

• Are responsible for all Orders submitted through an electronic trading system, regardless of who enters such Orders and regardless of whether or not there is an error in the Order entry;
• Are bound by any agreement entered into by you or on your behalf in reliance on such Orders;
• Are liable for any reasonable expense incurred by TradeIdea in reliance on such Orders;
• Accept the sole risk and responsibility for Orders submitted by you through an electronic trading system, including any Order submitted in error; and
• Accept that TradeIdea is not responsible for the acts and omissions of the third party execution provider, or any error in execution, reporting or management of an Order by that provider, and that you have a direct relationship with the third party execution provider relating to their services.

TradeIdea Labs is not in any way responsible or liable to you for any loss that results from your use of any electronic trading system, or from any failure, error or defect of or in an electronic trading system. You are solely responsible for assessing the adequacy of the system and for deciding whether or not to use it, and it is your responsibility to obtain, at your own expense, all hardware and software to be used by you in connection with use of the system.

You acknowledge and agree that:

• You are, and will at all relevant times be, authorised to make communications to TradeIdea by Electronic Communication;
• Electronic Communication may not be a secure means of communication and involves higher risks of distortion, manipulation and attempted fraud;
• You authorise TradeIdea to accept and act, without any inquiry, upon communications (including instructions) provided by Electronic Communication which appear to TradeIdea to have been provided by or for you; and
• You indemnify TradeIdea in respect of any and all claims, liabilities, direct or consequential losses, costs, charges or expenses (of any nature) incurred or suffered by TradeIdea as a result of TradeIdea acting on communications (including instructions) provided by Electronic Communication.

You acknowledge that you are, and remain, solely liable and responsible for all acts and omissions of any person you authorise to provide instructions to TradeIdea Labs regarding your account or transactions — even if (but not limited to) the act or omission of the authorised person was outside their actual or ostensible authority, or was in error, or was fraudulent, negligent, in breach of contractual, statutory or fiduciary duties, or was criminal.

TradeIdea Labs is under no obligation to verify the authenticity of any instruction or purported instruction, and may act on any instruction, without further enquiry or delay, from any person that TradeIdea Labs reasonably believes to be you or an authorised person.

TradeIdea Labs in its sole discretion may (without the need to provide any reason) decline your instructions and not act on a particular instruction given, or purported to be given, and may defer action or seek further information (including verification of an instruction) as TradeIdea Labs may see fit.

You agree TradeIdea Labs is not liable for any loss, cost, expense or inconvenience suffered or incurred by you as a result of TradeIdea Labs not acting, or delaying to act, on an instruction, or cancelling a transaction. You acknowledge that TradeIdea Labs is not responsible for missed market opportunities during the time required to comply with our internal procedures, including for opening accounts and verifying client information.

You acknowledge and agree that the TradeIdea Labs Platform — and any upgrades, modifications, enhancements and improvements of whatsoever nature, reports, programming, documentation and/or specifications of it — are the intellectual property of TradeIdea Labs, and that ownership of all intellectual property rights in the TradeIdea Labs Platform is and shall remain vested in TradeIdea Labs, along with any other proprietary rights associated with the platform.

If the TradeIdea Labs Platform becomes, or may become, the subject of a claim of infringement of any third party’s intellectual property rights, TradeIdea Labs may, at its sole option and discretion, replace or modify the platform to make it non-infringing, or refund to you any fee paid in advance.

Those remedies are TradeIdea Labs’s sole liability and your exclusive remedy for any infringement of intellectual property rights by the TradeIdea Labs Platform, or any other infringement under this agreement.

TradeIdea Labs is not liable to you for loss caused by or arising from, whether directly or indirectly:

• Any delay, fault, failure in or loss of access to the TradeIdea Platform or services;
• Any failure, malfunction or defect of the TradeIdea Platform, software, electronic or mechanical equipment, or telecommunication channels or connections, or any electronic trading system provided by TradeIdea or any third party;
• Any delay or failure by TradeIdea in acting on an order or instruction from you; or
• Any misinterpretation of instructions from you which are unclear, ambiguous, incomplete or not specific.

You must, to the maximum extent permitted by law, at all times and from time to time, indemnify and keep each of TradeIdea Labs and its related bodies corporate, and any of their respective directors, officers, contractors, agents and employees (each an Indemnified Person), harmless from and against all liabilities, losses, damages, costs or expenses directly or indirectly suffered by the Indemnified Person, and from and against all actions, proceedings and claims for damages made against the Indemnified Person, as a result of:

• Any transaction entered into by TradeIdea on your behalf;
• Any delay in the execution of an Order or instruction;
• Any use of the TradeIdea Platform and an electronic trading system;
• Any failure by you to settle;
• Any other breach by you of these Terms and Conditions;
• Any breach by you of any other agreement with TradeIdea;
• Any breach by you of any representation or warranty made, or taken to have been made, by you not being true or correct; and
• Any instruction given to TradeIdea.

You agree to pay all Fees attributable to the services TradeIdea Labs provides you, including our fees and any fees charged by a third party in relation to the services.

TradeIdea Labs reserves the right to vary our fees at any time in accordance with this agreement.

The Fees attributable to a service will be set out on the TradeIdea Labs Platform, and for any service you use you will agree to any applicable fee on the platform. Additional terms and conditions may apply to a service and the applicable fees, as set out on the platform. Our current schedule of brokerage and platform fees is also published in our Financial Services Guide.

If a service is in the nature of a subscription and you pay a Fee in advance for a subscription period, then: if you terminate this agreement before the end of a subscription period you will not be entitled to a refund of any Fee; and if the subscription service ends before the end of a subscription period, TradeIdea Labs may, in its discretion, pay you a pro-rata refund of the relevant fee.

We are not obliged to transfer financial products purchased where payment for them remains outstanding.

Unless expressly stated otherwise, all fees, charges and other consideration to be provided under these terms and conditions are GST inclusive. Unless a fee is expressly stated to be exclusive of GST, you agree to pay us the GST amount.

TradeIdea Labs may agree with you via the TradeIdea Labs Platform to hold monies on trust for you, or to arrange for a third party financial services licensee (trust account licensee) to hold monies on trust for you in a trust account regulated under the Corporations Act (trust account) in connection with your trading.

Where you enter into a transaction which requires payment to a third party (such as a broker or clearer in respect of a listed equity or derivatives trade), that third party may call you for payment of money or the provision of other security (transaction cover) which the third party requires on its terms of trade with you in connection with the obligations incurred by that third party in respect of the relevant transaction, including margin cover in relation to a derivatives transaction.

You authorise and direct TradeIdea Labs and the trust account licensee to withdraw from the trust account and pay to a relevant third party, or otherwise apply funds or financial products held on your behalf, to partially or fully satisfy a call for transaction cover.

You authorise TradeIdea Labs to provide instructions on your behalf to the trust account licensee and to the relevant third party in relation to the payment of funds held for you into or out of the trust account.

You agree that the trust account licensee operating the trust account will be entitled to any interest earned on the monies held in the trust account, and agree that the licensee may pass on some or all of this interest to TradeIdea Labs.

You warrant that all information provided by you to TradeIdea Labs is, or will be when given, accurate, true and correct, and you further agree to immediately notify TradeIdea Labs in writing upon becoming aware that such information is no longer accurate, true and correct.

You agree that TradeIdea Labs may share such information, as well as your account details and information regarding your transactions, with TradeIdea Labs’s related bodies corporate on a confidential basis as TradeIdea Labs considers appropriate. You also consent to TradeIdea Labs disclosing this information and your account details to any regulatory authority, or otherwise in accordance with the TradeIdea Labs Privacy Policy, and consent to TradeIdea Labs using such information and your account details for the purposes of monitoring compliance by you or TradeIdea Labs with regulatory and contractual obligations and resolving disputes. You may request access to the personal information that TradeIdea Labs holds about you.

TradeIdea Labs may use the personal information collected about you for the purposes of verifying your identity in accordance with our obligations under anti-money laundering laws. Conducting an electronic verification of your identity may involve TradeIdea Labs disclosing the personal information you provide to us to the official record holder or issuer of your identity record (for example, your driver’s licence or passport) via third party providers which utilise the government-managed Document Verification System (DVS).

TradeIdea Labs will receive a report from the official record holder or issuer of your identity record through the DVS. When conducting customer identification, TradeIdea Labs may disclose personal information about you to a credit reporting agency for the purposes of providing an assessment as to whether the personal information matches (in whole or part) personal information contained in a credit information file in the possession or control of the credit reporting agency. The credit reporting agency may provide TradeIdea Labs with the assessment, and may use the personal information about you — including your name, residential addresses and date of birth — contained in credit information files of other individuals for the purpose of preparing the assessment.

By agreeing to these terms and conditions, you consent to electronic identity verification and to TradeIdea Labs providing your personal information to a credit reporting agency.

If you are a joint holder, these terms and conditions bind each person jointly and severally, and each person is authorised to issue instructions to TradeIdea Labs and give receipts to TradeIdea Labs in relation to any purchase or sale of products or other matters to which these terms and conditions relate.

You warrant that if you enter into this agreement with TradeIdea Labs as a trustee, you have the authority to enter into these terms and conditions, and any agreement related to these terms, in both your personal capacity and as trustee.

You agree and consent to:

• The electronic recording by TradeIdea Labs of telephone conversations between you and TradeIdea Labs, with or without an automatic tone warning device;
• The use of recordings or transcripts from such recordings for any purpose which TradeIdea Labs deems desirable, including without limitation their use as evidence by either party in any dispute or anticipated dispute between TradeIdea Labs and you; and
• TradeIdea Labs keeping the recording for as long as it sees fit.

You nominate Electronic Communication (the details and address for which are as provided to TradeIdea Labs from time to time) for the purpose of receiving all communications, and consent to receiving — and authorise TradeIdea Labs to use your Electronic Communication addresses and details to send you — any Disclosure Document TradeIdea Labs is required to provide to you, including any updates to those documents. You agree that TradeIdea Labs may provide you with a link to a Disclosure Document such that you are able to access the document electronically, and may provide you with a Disclosure Document by means of an electronic portal or application service through which you are able to access the documents.

You may opt out of receiving a Disclosure Document electronically by giving notice to TradeIdea Labs within 7 days of agreeing to these terms and conditions, and we will arrange for you to receive hard copies of the documents. You agree that you will retain a copy of each Disclosure Document provided to you, by downloading or otherwise making a copy of the document.

Quotation of your Australian tax file number (TFN) is optional. Point Capital Group Pty Ltd, the Australian financial services licensee under whose licence TradeIdea Labs is authorised to provide financial services, is authorised by law to request your TFN. You are not required to provide it.

If TradeIdea Labs is unable to quote your tax file number or exemption to registries, they may be obliged to deduct tax at the highest marginal rate from any dividends, distributions, interest and payments to which you are entitled, and you may wish to seek independent advice in this regard.

By providing a TFN you appoint TradeIdea Labs as your agent, and request and authorise TradeIdea Labs to:

• Provide your Tax File Number to investment bodies with whom TradeIdea acts on your behalf; and
• Apply your TFN to any investment or account which you may in future make or open with or through TradeIdea (and its related bodies corporate) to which your TFN may lawfully be applied.

You acknowledge that this authority will apply until such time as it is revoked in writing to TradeIdea Labs.

These terms and conditions may be amended by TradeIdea Labs from time to time by notice to you. Where the variation is minor, or its effect is in the opinion of TradeIdea Labs not materially adverse to you, TradeIdea Labs may post an update of these terms and conditions on its website or make it available to you by Electronic Communication. For any other amendment, TradeIdea Labs will give you 5 days’ notice, after which time the amendment will become effective.

You acknowledge and agree that by transacting with TradeIdea Labs, or by receiving any service from TradeIdea Labs, you are bound by these terms and conditions in the form in which they appear on the TradeIdea Labs website at the time that the transaction occurs or the service is received.

TradeIdea Labs may terminate this agreement with you and close your account by giving written notice to you. You may terminate this agreement and close your account by giving written notice to TradeIdea Labs. The termination of this agreement does not affect any rights or obligations of the parties which may have accrued prior to the termination.

These Terms and Conditions are governed by the law in force in New South Wales, and you and TradeIdea Labs submit to the non-exclusive jurisdiction of the courts of New South Wales and courts which may hear appeals from those courts.

In these Terms and Conditions:

Disclosure Documents

Includes any financial services disclosures under the Corporations Act or other applicable law such as (without limitation) a Financial Services Guide, confirmation, policy documents, Product Disclosure Statement, client agreement and these Terms and Conditions (including any part of them).

Electronic Communication

Means a communication made by email, SMS message, notification through the TradeIdea Platform, or other method approved from time to time by TradeIdea for use by users of the platform.

Fees

Means the fees and charges applicable to the services provided to you by TradeIdea as set out in the TradeIdea Financial Services Guide or as otherwise agreed between you and TradeIdea.

Order

Means an order or instruction for the sale, purchase, issue or redemption of financial products to be executed or facilitated by TradeIdea.

Settlement Date and Time

Means the date and time specified on the relevant transaction confirmation or transaction documentation, or as otherwise notified to you by TradeIdea or a third party.

Term

Means the duration of the subscription as selected by you at the time you complete the online subscription application for the grant of a licence in respect of the software, and includes any renewal of the subscription in accordance with this agreement.

TradeIdea Platform

Means the website, mobile application and trading platform operated by TradeIdea at tradeidea.com.au.