Legal Status
1. Introduction
1.1. In consideration of Jone Portman Limited (“JPL”) located at 302B-304, 3/F, Tower 1, South Seas Centre, Tsim Sha Tsui, Hong Kong (a licensed corporation (CE No. BQL065) with the Securities and Futures Commission in respect of carrying on the regulated activities of advising on securities and asset management) agreeing to (“You” or “Your”, as the context requires)(“Client”) (together as “Financial Institutions”) for You to use the services provided by Financial Institutions and to provide investment advisory services on non-discretionary basis to You, You hereby agree that it shall abide by the terms and conditions contained herein as amended from time to time and notified to You. The Investment Advisory Services Agreement (the “Agreement”) is herein after setting out for the below terms and conditions.
1.2. JPL is registered as a licensed corporation with the Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities of advising on securities and asset management with C.E. No. BQL065 under the Securities and Futures Ordinance (“SFO”) .
1.3. The Terms and Conditions in this Agreement shall be contractually binding on You.
Scope of services; You are the decision maker
2. Appointment of JPL to provide Financial Consulting, and Investment Advisory
2.1. You appoint JPL for the purpose of providing Financial Consulting and Investment Advisory services to You.
Investment Advisory
You appoint JPL for the purpose of providing Financial Consulting and Investment Advisory to You on a non-discretionary basis in relation to:
a. any financial or wealth management product(s) which are to be purchased or sold through platform provided by or accounts opened Financial Institutions through the referral or introduction by JPL; and
b. any other financial or wealth management product(s) as JPL may consider appropriate; and
c. issue of research reports / analyses concerning Financial Products or any other investment activities.
The above financial wealth management products mentioned in items (a) and (b) above referred to herein as the “Financial Products”.
2.2. JPL may, at its discretion, provide the following services:
a. Provide investment advice such as comprehensive financial planning in general or to address specific concerns or needs required by You in form of verbal advice or written report or in other form as agreed between JPL and You;
b. Identify, review and evaluate investment and disinvestments opportunities which JPL considers to be appropriate for You;
c. Advise on price movements in respect of such investments and on such other factors as it considers to be relevant for consideration by You in making investment decisions;
d. Monitor and keep under review the performance and status of the investments held by You from time to time, based on information as may reasonably be available to it, and to provide You with further investment advice as to any necessary investment decision to be taken by You in view of the latest information;
In order for JPL to provide the services and make suitable recommendation, JPL will gather information from You including but not limited to Your financial background, investment experience, investment objective, risk attitude, source of fund, your identity and other information considered necessary or relevant by JPL. You are responsible for providing the foregoing information accurately upon the request of JPL and also subsequent changes thereof.
JPL is under no obligation to act upon the advice and recommendation provided by it. JPL does not have any discretion in management of any investment of You. You should make its own assessment of such advice and recommendation and should make its own investment decision. In case You accepts the advice of JPL and You may give instructions to JPL to implement such advice. JPL may but is not obliged to assist You in the implementation of such Advice.
In performing its Financial Consulting and Investment Advisory Services under this Agreement, JPL is acting as Your independent consultant / advisor of financial consulting, investment advisory services, and is not acting as a distributor or dealer on behalf of the issuer, manager or operator of any Financial Products.
Fees & Charge
3. Payments
You will pay JPL such fees and charges as JPL may from time to time agree with You.
JPL to receive and retain commissions, trailers & other monies
4. Commission, Trailer Fees and Other Monies
In addition to the fees payable by You under Clause 3, JPL may from time to time (to the extent not prohibited by any applicable law) receive and retain not over 50% of commissions, trailer fees and/other monies in connection with Your purchase, investment or other dealings in any Financial Products which are attributable to the Financial Consulting and Investment Advisory Services provided by JPL. You consent to JPL receiving and retaining such commissions, trailer fees and/or other monies. Neither the receipt nor the retention by JPL of such commissions, trailer fees and/or other monies shall be construed as giving rise to any breach of fiduciary duty or equitable duty that JPL may owe to You.
JPL may receive and retain, as applicable, an on-going commission, trailers, rebates, or other soft commissions from that Financial Institution calculated according to the agreement between Financial Institution and JPL. You shall be responsible for the payment of commission, custodian fee, tax and any other expenses incurred for making investments.
JPL free to have any dealing or act in any capacity & place
5. No Restriction on Dealings by JPL
5.1. JPL will not be restricted or prevented from acting in any capacity and in any place for any other person or from buying, selling, holding or dealing in any Financial Products for its own account or that of any affiliate of JPL, or from advising You or others in respect of Financial Products issued, operated, managed and/or marketed by JPL or any affiliate of JPL.
5.2. JPL will not be under any duty to disclose to You any fact or matter which comes to its knowledge in the course of acting in any capacity for any other person or in its own capacity.
JPL to have no liability for Your losses or damages
6. Liability and Indemnity
6.1. Neither JPL nor any of its officers or employees shall be liable to You for any loss or damage suffered by You arising out of or in connection with any research or information (“Third Party Information”) prepared and /or generated by a third-party service provider and/or JPL’s use of software provided third party service provider. You acknowledge that JPL will not independently verify any Third Party Information and, to the extent permitted by law, JPL does not make any representation or warranty, express or implied, as to any Third Party Information’s completeness, accuracy, sufficiency or quality or its fitness for a particular purpose, requirement or expectation. You also acknowledge that any Third Party Information provided by JPL should not be considered as recommendation by JPL in relation to an investment in any Financial Products, and that You must make an independent assessment of any Third Party Information.
6.2. JPL will not be responsible for or liable in respect of any cost, expenses, loss or damage suffered or incurred by You as result of JPL’s failure to take any action which arises out of or is caused by events beyond its reasonable control including, without limitation this clause 6.3, any change in laws, government acts, orders, decrees or regulations, acts of war or civil strife or similar events, acts of God, accidents, mechanical breakdown, computer or systems failure or interruption of power supplies.
6.3. You agree to indemnify JPL on demand from and against any and all claims, actions, proceedings, costs, liabilities and expenses suffered or incurred by JPL arising directly or indirectly out of or in connection with JPL’s performance of its Financial Consulting and Investment Advisory Services or Your breach of any of Your obligations under these Terms and Conditions.
Termination of relationship at either party’s discretion
7. Termination
7.1. JPL’s appointment under this Agreement may be terminated by written notice given by You or JPL to the other at any time. Any such notice given by JPL to You shall take effect upon receipt by You and any such notice given by You to JPL shall take effect 14 business days following receipt by JPL, and in each case, such notice shall be without prejudice to any rights, powers or duties of JPL or You in connection with these Terms and Conditions of this Agreement accruing prior to such termination.
7.2. Either party shall be entitled to terminate this Agreement immediately without prior notice to the other party upon occurrence of any one of following events:
a. Any material breach by other party of any of its obligations under this Agreement. The non-breaching parties has an option of allowing the breaching parties an opportunity to remedy a material breach before termination;
b. The filing of a petition in bankruptcy, winding up, or the appointment of a receiver, in respect of the other party, or the other party becoming incapacitated from due performance of the terms and conditions of this Agreement;
c. The continued performance of this Agreement becomes illegal or not practicable.
7.3. Termination of this Agreement pursuant to Clauses 7.1 and 7.2 shall be without prejudice to all acts performed by JPL prior to the termination and such acts shall be valid and binding upon You and your successor in title.
7.4. Upon the termination of this Agreement, all amounts owing by one party to the other party shall become immediately due and payment should be made immediately.
JPL will protect your privacy as per the Personal Data (Privacy) Ordinance
8. Data Protection
8.1. You are aware of your rights and obligations under the Personal Data (Privacy) Ordinance (Cap.486) and You acknowledge and agree that it is necessary for You to supply JPL with personal information (“Data”) in connection with, and which may be used for purposes of the provision of Financial Consulting and Investment Advisory Services under these Terms and Conditions in this Agreement.
8.2. Without prejudice to Clause 8.1, Data may be transferred and disclosed to:
(a) any affiliate of JPL;
(b) any association or federation of private banks or other professional bodies in respect of the type of business carried on by JPL;
(c) any intermediary or other service providers rendering services to JPL in connection with the operation of JPL’s business;
(d) any third party with which You have or propose to have dealings; and
(e) any government bodies or regulatory authorities.
The Data may be transferred and disclosed to any of the above individuals or organizations whether inside or outside Hong Kong.
8.3. You have the right to request access to and correction of Your Data provided to JPL. Any such request may be made in writing and addressed to JPL. JPL will comply with such request (any may charge a reasonable fee for processing such request) unless JPL may or is required to refuse to do so under the applicable law and regulations.
Liability to be shared jointly & severally by all applicants
9. Joint and Several Liability
Where an Application Form in relation to this Agreement is signed by more than one person, each person shall be jointly and severally liable for any and all liabilities incurred by any of them in connection with this Agreement.
Terms and Conditions can be amended or revoked by JPL
10. Amendments
JPL reserves the right to amend or modify the Terms and Conditions in this Agreement from time to time at JPL discretion. Such amendment or modification shall be notified to You in writing and shall be deemed to have been accepted by You after the expiration of any applicable prior notice period determined by JPL in its absolute discretion.
JPL permitted to transfer rights & Obligations
11. Assignment
11.1. Neither party shall be entitled to assign or transfer any of its rights or obligations hereunder without prior written consent of the other party.
11.2. All the provisions of this Agreement shall survive any changes or successions in JPL’s business and shall be binding, where You are a corporation upon its successors, where You are a partnership upon the partners and your personal representatives, and where you are an individual upon your personal representatives.
All communications to be in writing
12. Instructions and Notices
All notice under this Agreement shall be in writing. It will be deemed served on the same day if the notice has been sent by electronic mails or facsimile, on the second business day if the notice has been set by post, to the recipient party, at JPL’s address or Your address set out in the Account Opening Form, or at the address as each party shall have specified to the other party by written notice similarly given.
JPL may reply and act on any notifications, instructions or other communication that is reasonable believed by JPL to have been given by You. All such notifications, instructions or other communication shall be binding on You.
If you are an individual or a company domiciled outside Hong Kong you shall, immediately upon demand by JPL, appoint a person or agent in Hong Kong to be your process agent to receive all notices and communications, and you agree that any services on the process agent shall constitute sufficient service on you for the purpose of communication in Hong Kong.
Terms and Conditions governed by HKSAR laws
13. Governing Law and Submission to Jurisdiction
This Agreement and the interpretation and application of the provisions hereof shall be governed by and construed in accordance with the laws of the Special Administrative Region of Hong Kong. The parties irrevocably hereto agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong.
14. Interpretation
In this Agreement:
14.1. Words denoting the singular include the plural and vice versa;
14.2. A reference to the neutral gender includes all genders unless otherwise indicated;
14.3. Heading and margin notes are for convenience of reference only and shall not affect the interpretation of any of the provisions of these Terms and Conditions in this Agreement.
Terms and Conditions stated in English
15. Language
You reserve the right to receive a Chinese language version of this Agreement and acknowledge that You understand the English language and consent to the contents of these Terms and Conditions in this Agreement in English version while the Chinese language is available upon request. In respect of any discrepancy (if any) between the English and Chinese version, the English version shall prevail.
16. Benefit of these Terms and Conditions in this Agreement
These Terms and Conditions in this Agreement shall be binding upon and inure for Your benefit and the benefit of JPL and Your or JPL’s permitted successors, assigns and in the case, You are an individual upon Your heirs, executors, administrators and legal representatives.
17. Change in Information
Each of You and JPL undertakes to promptly inform the other of any material changes in the information provided in or pursuant to these Terms and Conditions in this Agreement.
Communications to You at the discretion of JPL
18. Custody and Reporting
JPL may at its discretion and/or as required by law, forward to You any notices, confirmations, statements, requests, information or other communications (“Communications”) in relation to Your dealings in any Financial Products and may also at its discretion provide such Communications to any affiliate of JPL.
In normal circumstances, Your investments and moneys are kept by Financial Institutions on Your behalf. Unless otherwise specified by laws or rules of the SFC, JPL is not obliged to provide any reports in relation to the transactions undertaken or investment portfolio held by You. Contract notes, receipts and statements of account are provided by Financial Institutions.
You shall maintain in force instructions to Financial Institutions in respect of provision of contract notes and daily/ monthly statements to JPL for transactions performed by Financial Institutions on behalf of You.