TERMS AND CONDITIONS - GENERAL

The following terms and conditions ("Terms and Conditions") shall govern the general relationship between HGC and its clients (hereafter the "Client"), and apply to and form part of any agreement entered into between HGC and the Client (with such modification as may be appropriate).

1. Definitions

In this Agreement and in any other agreements entered into between HGC and the Client unless the context requires otherwise:

(a) "This Agreement" shall include any deed or other document supplemental hereto or pertaining to trading in Commodities;

(b) "Business day" means any day on which any relevant Market (herein defined) is open for trading or deliveries;

(c) "Commodities" means, as the context requires, financial instruments, currencies, base and precious metals, energy products, goods, articles, services, rights and such other items which may constitute the subject matter of futures and derivative contracts, and shall also include futures contracts, option contracts, leveraged foreign exchange contracts including OTC FX Transactions, swaps, CFDs and other derivatives contracts;

(d) "Confirmation Advice" means a notice given by HGC to confirm the terms of transactions made between HGC and The Client, or by HGC on behalf of the Client, under this Agreement;

(e) "Client’s property" means all money and /or securities and/or all other property of the Client in HGC’s custody or control held from time to time;

(f) "Exchange" means any market providing a facility for its members to buy and sell commodities;

(g) "Margin" means any and all properties (including moneys and securities) deposited with or otherwise held by or on HGC’s behalf to secure or guarantee the performance of the Client’s obligations pursuant to the terms of this Agreement;

(h) "Market" means any place whether domestic or foreign, at which Commodities are regularly traded including any exchange (and their respective clearing houses if any);

(i) "Option contracts" mean contracts giving the right but not the obligation to purchase or sell Commodity contracts;

(j) "Properties" shall include Commodities, bullion, moneys, securities, instruments, certificates, letters of credit and all other property, including but not limited to property customarily dealt in by brokeage firms;

The headings in this Agreement are inserted for convenience only and shall be ignored in constructing this Agreement. Unless the context otherwise requires, words (including words defined in this Agreement) denoting the singular number only shall include the plural and vice versa.

2. Applicable rules

2.1 The Client warrants and represents that he is familiar with and will keep himself updated on all the relevant laws, regulations, constitution, rules, customs, usages, rulings and interpretations of all relevant Market where the transactions are executed and that in any event he is separately advised on such matters and does not and will not rely on HGC in relation to the same.

3. Instructions and orders

3.1 The Clients authorises HGC to rely and act on, and treat as fully authorised by and binding upon the Client, any order, instruction or communication (by whatever means transmitted and whether or not in writing) which purports to have been given and which is reasonably accepted by HGC in good faith as having been given by the Client or on its behalf, without further enquiry on the part of HGC as to the genuineness, authority or identity of the person giving or purporting to give such instructions and regardless of the circumtances prevailing at the time. The Client agrees that it shall be responsible to HGC for all engagements, indebtedness and any obligations made or entered into in the Client’s name whether in writing or orally and howsoever communicated or purported to be given in the manner above.

3.2 Because of physical restraints on Markets and because of the very rapid changes in prices that frequently take place there may, on occasions, be a delay in making price or in dealing. The Client accepts that HGC may not always be able to effect or execute a transaction on the prices quoted at any specific time, or "at best" or "at market". The Client agrees in any event to accept and to be bound by the outcome when any discretion is given to HGC to execute a transaction. The Client agrees to fulfil and perform all contracts made on behalf of the Client or with HGC and that HGC shall not incur or substain or be liable for any loss in that connection incurred or sustained by the Client as a result of any failure to carry out the Client’s orders or instructions.

3.3 HGC shall have the sole and absolute discretion to refuse to accept or act on any instructions or requests of the Client without having to assign any reason therefore for such refusal.

3.4 In the event where the account with HGC is held in joint names, HGC shall be entitled (but not obliged) to accept instructions of any of the Clients which shall be binding on all of them.

4. Service of documents and notices

4.1 Any documents and notices served by HGC may be in writing and addressed to the address stated in any agreements stated in any agreements entered into between the Client and HGC and indicated therein by the Client as being his mailing address or any other address as the Client may notify HGC from time to time and shall be deemed to have been duly served and effective 24 hours after posting or, if sent by telex, facsimile or any other electronic means, upon despatch or, if served by hand, upon delivery.

4.2 HGC may upon request by the Client additionally provide Confirmation Advice to the Client via any electronic form of communication such as email, internet, paging, telecommunication or short message service via mobile phone or internet and the Client acknowledges and agrees that HGC in providing this additional service shall not be liable for any losses, damages, or expenses whatsoever suffered by the Client as a result of the Confirmation Advice not reaching the Client or as a result of any delays in the despatch or any inaccuracies in the Confirmation Advice, whether such non-receipt, delay or inaccuracy is due to any breakdown in or failure of any communication facilities, the error or negligence of any communication service provider (or their employees, independent contractors or agents) or the error or negligence of HGC (or its employees, independent contractors or agents). In the event of any discrepancies between the Confirmation Advice given as aforesaid and the Confirmation Advice given in writing, the written version shall prevail.

4.3 In the event that the Client instruct HGC not to despatch any communications to it by mail but to retain such communications at HGC offices:

(a) the Client acknowledges that all such correspondence shall be deemed to be duly delivered to the Client on the date appearing on such correspondence together with all legal consequences attendant to such delivery.

(b) The Client may upon reasonable notice to HGC in person or by its authorised representative collect all correspondence during normal business hours. HGC may in its sole discretion destroy all correspondence which remain uncollected for more than six months after the date on which they would otherwise have been mailed to the Client.

(c) HGC shall not be liable for any loss or damage suffered or incurred by the Client in respect of the retention of correspondence by HGC and/or the subsequent destruction thereof.

(d) Notwithstanding HGC’s agreement to retain any communications, HGC may from time to time at its sole discretion send or deliver all such communications to the latest address of the Client notified to it in writing in the event that HGC considers such action to be necessary or desirable for any reason whatsoever.

5. Payment/Handling of Properties

5.1 Payment or properties should be handed only to authorise Settlement or Accounts Department staff of HGC. No one else is authorised to collect payment or to handle properties on behalf of HGC. The Client acknowledges that if the Client chooses to effect payment or to deposit properties by delivering a cheque or properties to anyone else (regardless of whether the person is an employee or agent of HGC or of any of its affliliated companies), payment or deposit of the properties shall be deemed to be made only when HGC receives the cheque or properties are delivered by the Client to that person.

5.2 The Client will make all payments to HGC without any set-off or counter-claim and without deduction or withholding for any taxes or similar charges. If the Client is obliged by law to make any deduction, the Client shall pay to HGC such greater amount which after deduction shall ensure that the net amount which would have been received by it had no such deduction been required. The same obligation shall not apply to HGC and any payment due from HGC shall be made net of any witholding required by law.

6. Delivery

6.1 If the Client desires to make or take delivery of any Commodity, the Client shall notify HGC within a reasonable period of time in accordance with accepted market customs and practices prior to the last date on which HGC may give notice to make or take delivery of the Commodity in the relevant Market and further furnish HGC with such funds, information or documents as HGC shall require. Provided always that HGC shall be under no obligation to make or take delivery and HGC reserves the right to liquidate any Commodity transaction,without reference to the Client, at any time.

7. Set-off

HGC shall be entitled, without notice to the Client, to set-off debts owing by the Client against any amounts due to the Client whether the debts are actual or contingent and irrespective of any differences in currency. If the account is a joint-account, then the Client hereby irrevocably consents to the combination or consolidation of such account with any other account(s) opened by any one or more of the Client with HGC (whether or not such account is opened with any other party) and to the exercise by HGC of its rights of set-off hereunder. HGC shall be entitled to effect such currency conversions and at such rates of exchange as HGC may in its absolute discretion deem necessary or appropriate in order to effect such set-off.

8. Lien

The Client agrees that Client’s Property shall be subject to a general lien in favour of HGC for the discharge of all or any indebtness and other obligations of the Client to HGC. The Client shall not be entitled to withdraw any moneys or securities held by HGC pending the repayment in full to HGC of any indebtedness of the Client to HGC. HGC shall be entitled at any time and without notice to the Client to retain, apply, sell or dispose of all or any of the Client’s Property if any such obligation or liability is not discharged in full by the Client when due or on demand in or towards the payment and discharge of such obligation or liability, and HGC shall be under no duty to the Client as to the price obtained or any losses or liabilities incurred or arising in respect of any such sale or disposal.

9. Charge

Client’s Property shall be charged to HGC by way of equitable charge as a continuing security for the payment of all sums that may from time to time become due to HGC and any other party so appointed by HGC whether under or by virtue of this Agreement or otherwise, including all fees, commissions, brokerage charges and/or all other amounts due to HGC pursuant to the Client’s instruction to HGC to purchase or sell or to perform any other act under any agreement ("Secured Indebtedness") or otherwise arising under any agreement with HGC, and so that subject as foresaid:

(a) the charge hereby created shall take priority overall other interests in the properties and/or moneys;

(b) if the Client shall default in discharging on demand any sum hereby secured, HGC may at any time thereafter, by giving seven (7) days notice to the Client, retain, apply, sell or otherwise dispose of or cause to be sold or otherwise dispose of all or any of the charged assets and apply the net proceeds thereof in or towards the discharge of the Secured Indebtedness at such time or times and in such manner and generally on such terms as HGC may in its discretion think fit for which purposes HGC may convert any moneys or proceeds of sale into any currency at such rate exchange at it may in its discretion think fit;

(c) HGC is hereby granted an irrevocable power of attorney for and on behalf of and in the name of the Client or otherwise to execute all documents and do all acts and things necessary or appropriate to sell or dispose of or complete the sale or disposal of all right title and interest to and in any of the properties liable to be sold or disposed of under (b) above; and

(d) the charge hereby created shall be in addition and without prejudice to any lien, rights of retention or other rights to which HGC is or may become entitled under or by virtue of this Agreement or otherwise.

10. Waiver

No act, omission or forbearance by HGC or any of its employees or agents shall constitute a waiver of HGC’s rights.

11. Indemnity

The Client agrees to indemnify HGC against all liabilities, claims, losses, and expenses of any nature including legal costs on a full indemnity basis arising out of any action taken or ommited to be taken in good faith by HGC pursuant to any instruction, notice or request by the Client or arising in connection with any other agreements entered into between the Client and HGC.

12. Joint accounts

In the event that the account is a joint account, the joint account holders agree as follows:

(a) All duties, obligations and liabilities owed by anyone of the joint account holders shall be owed by all the joint account holders jointly and severally;

(b) All joint account holders agree to be bound by the instructions given to HGC by anyone of the joint account holders;

(c) Delivery of properties to any joint account holder shall be sufficient delivery to all joint account holders;

(d) Payment made to any joint account holder shall constitute good discharge for HGC; and

(e) In the event of the death of any joint account holder, the other joint account holder(s) will have the right of survivorship and HGC is instructed to pay all moneys or deliver properties to any one of the survivor(s).

13. Change of particulars

The Client agrees to notify HGC in writing immediately should there be any change in the particulars given in connection with any other agreements entered into between the Client and HGC. Until notification of such change is received by HGC, the Client shall absolve HGC of any responsibility or liability resulting from HGC’s acting on the basis of the original particulars.

14. Disclosure

14.1 The Client agrees and consents to the disclosure by HGC of all information and transactions relating to the Client’s account to any exchange, self-regulatory body or to any department or agency of any government in charge of any market or exchange on which the Clienthad traded.

14.2 The Client authorises HGC to contact such references including employers, banks and other financial institutions as HGC deem appropriate to obtain information to verify, clarify or assess the Client’s financial position. The Client further authorises such references to fully respond thereto.

15. HGC Agents

HGC is authorised to employ agents who may or may not be its affiliated companies, to perform all or part of its duties under any other agreements entered into between the Client and HGC and to provide to such agents information relating to the Client and/or to transactions requested by the Client.

16. Client’s Agents

16.1 Where the Client is introduced to HGC, HGC is entitled to share its brokerage, commissions and other fees levied with the person who introduced the Client (including without limitation the Client’s dealer’s representative with HGC’s affiliated company) on such terms as HGC deems fit even if such person has been appointed by the Client as its agent.

16.2 Where the person who introduced the Client to HGC is appointed as the Client’s agent to operate the Client’s account or accounts, the Client’s acknowledges and accepts that:

(a) where such person gives an order on behalf of the Client, such person may also be the agent of another Client(s) or be in his own right also a client of HGC and may for his other Principal(s) or for his own account instruct HGC (whether on a case-by-case basis or on the basis of standing instructions), to establish an opposite position or take the opposite side of the Client’s transaction; and

(b) where such person establishes an opposite position or takes the opposite side of the Client’s transaction, such person will be doing so as agent for another Client(s) or as principal in his own capacity.

16.3 The Client acknowledges that every person (including without limitation HGC’s registered representative) introducing or recommending the Client to HGC has and had no authority to make any representation or give any warranty or undertaking on HGC’s behalf or bind HGC in any way and that the Client’s applications to HGC for an account to be opened with HGC is a result of the Client’s own deliberations and judgement and is not in reliance of any representation, warranty, undertakings or statement by such person on HGC’s behalf and that the Client’s application if accepted is to be subject to the terms in this Agreement with the intent that they be fully enforceable.

17. Electronic Recording

The Client agrees to the electronic recording of the Client’s telephone conversation with HGC or any of the Client’s agents or associated persons with or without the use of an automatic tone warning device. The Client further agrees to the use of such recordings and transcripts thereof for any purpose which HGC deems desirable including use as evidence by HGC in any dispute or legal proceedings between HGC and the Client. HGC is not required to maintain copies of such recordings and transcripts.

18. Representations and Warranties

The Client warrants and undertakes (as relevant) that:

(a) no person other than the Client has or will have an interest in the Client’s account;

(b) the Client has obtained and will maintain in effect all necessary consents, authorizations, approvals and licences of any governmental or other regulatory body or authority applicable to each transaction made pursuant to this Agreement and that the Client will comply with the terms of the same and all applicable laws, regulations and directives of such bodies and authorities and will forthwith on demand by HGC deliver to HGC copies of such consents or such other evidence of compliance with such consents, authorizations, approvals and licences and with any such laws, regulations and directives as HGC may reasonably require;

(c) any properties deposited by The Client with HGC whether for margin or otherwise is and will remain free of any encumbrance or lien in favour of any person other than HGC or HGC’s related corporations; and

(d) the Client and any surety has the power and authority to own assets and to conduct the business which the Client conducts and/or purports to conduct and that the Client and any surety has not acted and is not acting in contravention of any law which may result in third parties obtaining priority over HGC in respect of properties deposited by the Client or such property being illegal, unenforceable, altered, affected, discharged or revoke.

Where the Client is a corporation, the Client further warrants and undertakes that:

(a) the Client is a corporation, duly organized and validly existing under the laws of the country/state of the Client’s incorporation and;

(b) the Client possesses the necessary powers and authority to comply with the terms of this Agreement and to perform the transactions envisaged herein and have executed and delivered to HGC the corporation certification and resolutions prescribed by HGC.

Where the Client consists of two or more persons:

(a) should HGC receive contradictory or conflicting instructions or orders from the other person or any of the other persons constituting the Client, HGC shall be entitled at its discretion to act on the latest written instructions or act on the mandate of all the persons constituting the Client or refuse to act altogether and in any of the aforesaid events, HGC shall not be held liable or responsible for anything whatsoever in respect of any action; and

(b) in the event of death of either/any of the Clients, HGC is authorised to pay the surviving Client(s) any credit balance in the account(s) without prejudice to any rights HGC may have in respect of such balance arising out of any lien, charge, set off, counter claim or otherwise whatsoever or any step which HGC may deem desirable to take, in view of any claim by any person, other than the survivor(s).

The Client represents to HGC on each of the dates on which the Client enters into a transaction in Commodities under this Agreement that:

(a) Non-Reliance: The Client is acting for the Client’s own account, and the Client has made the Client’s own independence decision to enter into that Commodity transaction and as to whether that transaction is appropriate or proper for the Client based upon the Client’s own judgement and upon advice from such advisors as the Client has deemed necessary. The Client is not relying on any communication (written or oral) of HGC as investment advice or as recommendation to enter into that transaction. The Client understands that information and explanation related to the terms and conditions of a transaction shall not be considered investment advice or a recommendation to enter into that transaction.

(b) Evaluation and Understanding: The Client is capable of assessing the merits of and evaluating and understanding (on the Client’s own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the aforesaid transaction. The Client is capable of assuming, and assumes, the financial and other risks of the aforesaid transaction.

(c) Status of Parties: HGC is not acting as a fiduciary for or an advisor to the Client in respect of the aforesaid transaction.

The Client undertakes to ensure that all representations and warranties made herein continues to be accurate and correct so long as the Client maintains an Account with HGC.

19. Force majeure

HGC shall not be held liable to the Client for any partial performance, delay in performance, or non-performance of any of its obligations under any agreement with the Client by reason of any cause beyong HGC’s control, including but not limited to any act of force majeure, any breakdown or failure of transmission, communication or computer facilities, postal strikes or other industrial actions, the failure of any exchange, market or clearing house, or failure of any relevant correspondent or other agent for any reason to perform its obligations, war, hostility, riot, civil commotion, requisition by any government or any regional or local authority, or any agency thereof, or any law, regulation, edict, executive order or mandate of any such body (including but not limited to any change in exchange control laws and regulations or any moratorium or restrictions on currency exchange or remittance) or any act of God, fire, flood, frost, storm or explosion. The Client agrees that any and all properties heretofore or hereafter deposited, whether held by HGC or its agents, are at the Client’s sole risk as regards any loss or destruction of or any damage to the same.

20. Limitation of liability

HGC shall not be liable for any loss or damage that the Client may suffer or incur due to any act, ommission or failure of HGC or any of its appointed agents to execute or perform any transactions which it is authorised to do pursuant to the conditions herein or otherwise requested by the Client except for any act, omission or default caused by the wilful default, negligence or fraud of HGC or it’s directors and employees. Provided that:

(a) HGC shall not be liable for any consequential loss that may be suffered by the Client; and

(b) HGC maximum liability for any liability not excluded here under shall not exceed the extend of actual damage suffered by the Client or US$10,000.00 whichever is lesser.

21. Terms to govern once any facility is used

Regardless of whether the Client has signed the required documentation the Client will be deemed to have agreed to the terms and conditions herein if the Client commences to trade through HGC or to use any of the facilities provided by HGC, and the Client confirms that all transactions executed on the Client’s instructions, will be governed by these terms and conditions.

22. Severablity

If any part, term or provision of this Agreement is held by any body of competent jurisdiction to be illegal or in conflict with any law or regulation, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be illegal, in conflict or otherwise invalid. Provided always that HGC may at HGC’s absolute discretion terminate this Agreement forthwith as if as event of default has occurred if the remaining terms, parts or provisions of this Agreement are unacceptable to HGC.


23. Amendments of terms and conditions

The Client agrees to be bound by any amendments to these Terms and Conditions as may be determined by HGC and notified to the Client in writing from time to time. Such amendments shall take effect seven (7) days from the date of the letter informing the Client of such amendments. If the Client gives notice in writing to HGC objecting to the amendments of the Terms and Conditions, such notice of objection by the Client shall, unless otherwise accepted by HGC in its absolute discretion, be deemed to be a notice to terminate all the Client’s agreements with HGC.

24. Termination

The Account may be terminated for any reason whatsoever by either party giving the other party a notice in writing. Upon termination, HGC is authorised to deliver as soon as is practicable thereafter any securities held by it to the Client or the Client’s successors in title after repayment of any debit balance and after deduction of HGC’s outstanding fees and expenses, if any. Such notice to terminate the Account shall not be a waiver of the obligations of each party inrespect of the Account and these obligations shall continue to be governed by these terms until such obligations are concluded.

25. Laws and jurisdiction

The Client submits to the non-exclusive jurisdiction of the Courts of New Zealand, but HGC will be at liberty to proceed against the Client in any court in any jurisdiction. All transactions and agreements between the Client and HGC shall unless otherwise agreed be governed by and interpreted in accordance with the laws of New Zealand.




ACKNOWLEDGEMENT OF RECEIPT OF THIS TERMS AND CONDITIONS - GENERAL

This acknowledges that I/we have received a copy of the Terms and Conditions - General and understand its contents.

Dated this _____________ day of    __________________ ,    ______________ .
  (month) (year)


   For Individual/ Joint Account    For Corporation Account
   Signature:


   Name:

   Company Name:


   Authorised Signatory (s):


   Name & Designation:


   Company Stamp:

   Signature:


   Name: