Stake Terms and Conditions

This Agreement governs your opening and use of an Account with Stakeshop Pty Ltd (Stake) as part of the Stake Service. This Agreement applies to all dealings between you and us. By opening an Account, you acknowledge that you have read, and agree to be bound by, this Agreement.

By creating a Stake Account, you also agree to: 

• the Stake Customer Code of Conduct (please click here)

• terms between you and FinClear Execution Limited (FinClear) for the execution and settlement of Transactions for Australian Securities, including the FinClear Terms of Trade, the CHESS Sponsorship Agreement, Disclosure Statement, their Financial Services Guide and their Privacy Statement. For these terms, as well as the FinClear Disclosure Statement, FinClear Financial Services Guide and FinClear Privacy Statement, please click here; 

• terms between you and DriveWealth, LLC (DriveWealth) for the execution and settlement of Transactions for US Securities, including the DriveWealth Terms of Use and the DriveWealth Customer Account Agreement. For these terms, as well as the DriveWealth Margin Account Disclosures, please click here; 

• where applicable, terms between you and Airwallex Pty Limited and Airwallex SVF Pty Ltd (each Airwallex) for certain payment services, including the Airwallex Treasury Management Terms, Product Disclosure Statement and Connected Account Terms. These terms will not apply to certain Accounts. For these terms, as well as the Airwallex Financial Services Guide, please click here; 

• the Stake AUS Rewards Terms & Conditions (please click here); 

• the Stake Wall St Rewards Terms & Conditions (please click here); and

• the Stake Black Terms & Conditions (please click here).

This Agreement will apply once we have accepted your application to open an Account.

All dealings between you and us are subject to Applicable Law and the Rules.

If we accept your application for an Account, the Stake Service will be provided in accordance with this Agreement.

1 Definitions and Interpretation

1.1. Definitions

The following words have the indicated meanings in this Agreement unless the contrary intention appears:

Account means your Stake account to access the Stake Service, which may be an Individual Account or a Non-Individual Account.

Account Holder means the individual(s), company or trustee named as the account holder specified in the Application and listed on the account.

Agreement means these terms and conditions.

Applicable Law means all laws, legislation, regulations, binding codes of practice, Rules or requirements of any relevant regulatory body or market operator applicable to the activities undertaken under this Agreement, including any instrument, consolidation, amendment or replacement of any of them.

Application means your application for an Account.

Application Form means a form provided by us to open an Account with us.

AUD means Australian dollars.

Australian Broker or FinClear means FinClear Execution Limited appointed by you to execute and settle Transactions in Australian Securities in accordance with this Agreement.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange. 

ATO means the Australian Taxation Office.

Business Day means a day which is not a weekend or Public Holiday in New South Wales, Australia.

CHESS means the Clearing House Electronic Subregister System used by the ASX.

Confirmation means the confirmation note we send you on execution or partial execution of a Transaction.

Corporations Act means the Corporations Act 2001 (Cth).

Currency means a form of money which is tradeable on the foreign exchange market.

Currency Conversion means the sale or purchase of Currency.

Custodian means the custodian appointed by us or a Service Provider from time to time.

Exchange means a stock exchange whether in the USA, Australia or elsewhere overseas.

Extended Hours Trading means the period of time that you are able to trade certain US Securities outside of regular US market hours.

Financial Product has the meaning given in Chapter 7 of the Corporations Act and includes a Security.

Force Majeure means any delay or interruption in fulfilling our obligations under this Agreement if the circumstances are beyond our reasonable control or beyond the reasonable control of any Service Provider. This includes, without limitation, problems with your telecommunications services, internet service provider, computer hardware and/or software, or difficulties in sending or receiving emails.

Fractional Securities means a partial or fractional interest in a whole Security.

Individual Account means an Account held by an individual. 

Information means any information or other data provided by or on behalf of us, including but not limited to data derived from the manipulation of any part of the information. This may include Account information, market information, news, updates, analyses, notifications, data and research materials relating to financial services and products.

Instructions means your instructions to us in connection with the Stake Service.

Intellectual Property Rights means all intellectual and industrial property rights and interests throughout the world, whether registered or unregistered, including trade marks, designs, patents, inventions, semi-conductor, circuit and other eligible layouts, copyright and analogous rights, trade secrets, know how, processes, concepts, plant breeder’s rights, confidential information and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of 14 July 1967 as amended from time to time.

Linked Bank Account means the bank account in the name of the Account Holder that is domiciled in Australia, and which has been approved for use by us in accordance with clause 5 as your nominated bank account to withdraw funds from and to make deposits to your Account.

Mobile App means our mobile application available for download and use in Android or iOS format or another format that becomes available for mobile applications.

Non-Individual Account means any account type for the Stake Service that is not an Individual Account type, including a company account, trust account or SMSF account.

Non-Primary Authorised Person means, in respect of any Non-Individual Account, each authorised person entitled to give Instructions on the Account, other than the Primary Authorised Person. 

Primary Authorised Person means, in respect of any Non-Individual Account type, the individual identified as the primary person entitled to give Instructions on the Account.

Rules means the rules, directions, requirements, customs and laws which apply in connection with the operation of an Exchange, including: 

• the ASX Operating Rules;

• the ASX Settlement Operating Rules; 

• the ASX Clear Operating Rules; 

• the ASIC Market Integrity Rules (Securities Markets) 2017 (Cth), as amended or replaced from time to time; and

• the FINRA Rules, being the rules issued by the Financial Industry Regulatory Authority. 

Security or Securities means securities that are either listed on an Exchange (whether within Australia or overseas) or traded over the counter, and includes Fractional Securities.

Service Provider means a service provider appointed by us to provide any part of the Stake Service on our behalf.

SMSF means self-managed super fund.

Sophisticated/Wholesale Investor means an investor that meets our requirements to qualify as a sophisticated investor under s.708(8) of the Corporations Act.

Stake means Stakeshop Pty Ltd (ACN 610 105 505).

Stake Accumulate Fund means the registered scheme named the Stake Accumulate Fund (ARSN 680 653 374).

Stake AFSL means Stakeshop AFSL Pty Ltd (ABN 39 653 777 336 AFSL number 548196).

Stake Service means the service(s) provided by us under this Agreement.

TFN means your tax file number issued by the ATO.

Transactions means the sale or purchase of Securities or Financial Products, whether within Australia or overseas, in accordance with this Agreement.

US means United States of America.

Us, our, we, means Stake being Stakeshop Pty Ltd (ACN 610 105 505), registered address c/o Level 20, 201 Kent Street, Sydney NSW 2000, Australia.

US Broker-Dealer means DriveWealth, LLC, registered address 15 Exchange Place, 10th Floor, Jersey City, New Jersey, 07302, United States of America.

USD means United States dollars.

Website means www.hellostake.com/au.

You or you means the Account Holder.

1.2. Interpretation

In this Agreement unless the contrary intention appears:

(a) the singular includes the plural and vice versa;

(b) a reference to a gender includes each other gender;

(c) a reference to a regulatory guide, statute or other law includes regulations and other instruments made under it and consolidations, amendments or replacements of any of them;

(d) headings are for convenience of reference only and in no way define, limit or affect the scope or substance of any clause of this Agreement; and
(e) a reference to a person includes an individual or a firm, body corporate, or association (whether incorporated or not), and the person's legal personal representatives, successors, substitutes, transferees and assigns.

2 Representations, Warranties and Obligations

2.1 Your representations and warranties

(a) You represent and warrant that:

1. you are authorised to provide the information and documentation you give us;
2. the information you give us is complete and correct and you will notify us as soon as reasonably possible of any change to the information provided by you;
3. you have full power and authority to enter into this Agreement;
4. your Instructions are lawful; and
5. you are aged 18 or over.
   

(b) If the Account is for a company, you additionally represent and warrant that:

1. the company is a body corporate duly incorporated and validly existing under the laws of the place of its incorporation or establishment; and
2. the company has the power and necessary authorisation to enter into and perform its obligations, and the Transactions contemplated, under this Agreement (and such necessary authorisations remain in full force and effect).

(c) If the Account is for a trust or SMSF, you additionally represent and warrant that:

1. you are a trustee of the trust or SMSF, and no action has been taken to remove or replace you as trustee;
2. you have the power and necessary authorisation under the trust deed and constitution of the trust to execute and perform the obligations under this Agreement, and such necessary authorisations remain in full force and effect;
3. all Transactions relating to this Agreement are or will be entered into as part of the due and proper administration of the trust and are or will be for the benefit of the beneficiaries; and
4. you agree to provide us with up to date copies of the trust deed,  constitution of the trust and all variations.
   

2.2. Your obligations

In using the Stake Service, you must:

(a) pay us for any fees and charges which are reasonably incurred in implementing your Instructions and which are set out from time to time on our Website and/or within our Mobile App;

(b) only deal with assets that you own, that are lawfully obtained and that are available for delivery, including funds deposited or withdrawn to/from your Account and buying, transferring and selling Financial Products;

(c) inform us of any error or omission as soon as you become aware of it;

(d) not use the Stake Service for any illegal or improper activity;

(e) not cause us to process Instructions that breach any laws or regulations in any country;

(f) only provide Instructions and enter into Transactions for your own benefit and will not use your Account on behalf of third parties (unless expressly agreed in writing with us);

(g) notify us immediately when you become aware of any unauthorised or suspicious activity on your Account; 

(h) comply with all Applicable Laws and the terms of this Agreement; and

(i) provide us with all information and documentation which we reasonably consider necessary to provide the Stake Services to you in accordance with Applicable Laws and our internal risk controls.

3 Access to the Stake Service

(a) To use the Stake Service you will need to have access to the internet. You are responsible for maintaining any electronic equipment or software needed to give you access to the Stake Service or the Website or our Mobile App.

(b) Access to the Website, the Mobile App, your Account and the Stake Service may be unavailable or interrupted from time to time due to:

1. unforeseen technical reasons;
2. service delivery interruptions by our Service Providers;
3. system maintenance, which we will take reasonable steps to give you reasonable prior notice of;
4. legal, regulatory or risk management reasons; or
5. other events which may interfere with your access.

(c) In addition, your access to the Website, the Mobile App and/or the Stake Service(s) may be restricted or suspended as set out in clause 15.

(d) We may require you to use certain identity verification methods in order to login to your Account and access the Stake Service. It is your responsibility to protect your password and login credentials. See clause 25 for further detail.

4 Account Opening

4.1. Account types

(a) You may open an Individual Account and/or one or more Non-Individual Accounts. 

(b) A Non-Individual Account can be an account for a company, trust or SMSF. 

(c) You may have only one (1) Individual Account open with us at any given time.

4.2 Application requirements 

To open an Account, you must:

(a) be eighteen (18) years of age or over;

(b) be a resident of Australia;

(c) complete an Application Form, and by doing so agree to be bound by this Agreement; and 

(d) provide us information we consider reasonably necessary to provide the Stake Service to you.

4.3 Declining your application

We may, where we consider it would be reasonable for us to do so, decline your Application for an Account. Without limitation, some of the reasons we may decline your Application for an Account include circumstances where we consider that:

(a) the eligibility requirements for an Account are not satisfied;

(b) your Application is incomplete;

(c) you have not provided information that we require to process your Application;

(d) it is necessary for us to decline your application to appropriately manage a risk or to comply with Applicable Laws; 

(e) we are unable to open an Account in your name; or

(f) it is necessary for us to decline your application to protect our legitimate interests, such as our legitimate business needs, contractual obligations, regulatory obligations and standards and any requirements that we consider to be reasonably necessary to protect us against a material risk.

4.4 Non-Individual Accounts 

(a) If you hold a Non-Individual Account which has one or more Non-Primary Authorised Persons (such as more than one individual acting as Trustee personally or as Directors of a corporate Trustee), then each Primary Authorised Person and Non-Primary Authorised Person is deemed to be an agent of the Account Holder and you authorise and direct us to accept instructions from any one authorised person without the need to seek confirmation of those instructions from any other authorised person. All authorised persons are jointly and severally bound by this Agreement.

(b) We may from time to time receive conflicting instructions in respect of Non-Individual Accounts. In such cases, we will on a reasonable endeavours basis:

1. refuse any instruction to buy or sell a Financial Product or to withdraw any sum of money, that is not provided through the Mobile App (whether such instruction is given by the Primary Authorised Person or a Non-Primary Authorised Person);
2. apply a temporary account suspension limited to 21 calendar days on the request of the Primary Authorised Person or Non-Primary Authorised Person; or
3. adhere to any requirements set out in a certified copy of an order of a court or tribunal of competent jurisdiction provided that such order is accompanied by an affidavit from appropriate legal counsel attesting to the fact that the court order applies to the assets of the relevant Non-Individual Account.

(c) The Primary Authorised Person and all Non-Primary Authorised Persons agree that we are not liable for any loss (including without limitation any missed market opportunities) arising from actions taken (or not taken) in accordance with clause 4.4(b).

(d) The Primary Authorised Person and all Non-Primary Authorised Persons agree, jointly and severally, to pay any amounts owed under this Agreement. 

5 Linked Bank Account

(a) To nominate a Linked Bank Account, you must provide us with sufficient information that we require about your bank account that: 

1. is domiciled in Australia;
2. has account name(s) that matches the legal name of the Account Holder of the Account or the beneficiary or beneficiaries of the Account Holder; and 
3. passes our internal verification procedures. You agree to provide information and documentation we request for the purpose of conducting our internal verification procedures. 

(b) When adding a new bank account to be the Linked Bank Account, we may require that you verify your banking data via our Service Providers.

(c) A bank account that does not meet all of the requirements of clause 5(a) will not be eligible for acceptance by us as a Linked Bank Account.

(d) You may only have a single Linked Bank Account at any given time.

(e) Except where we specify otherwise, you can only make withdrawals from your Account to a Linked Bank Account. 

(f) We will not be liable for any losses arising from delays in the fund withdrawal process as a result of adding or replacing a Linked Bank Account or failure to have any given bank account added as a Linked Bank Account.

(g) You acknowledge and agree that you are responsible for Linked Bank Accounts associated with your Stake Account and any transactions made in relation to them.

6 Funding an Account

6.1 Your Account

(a) As part of your Account, we will use best endeavours to provide you with unique BSB, account number and PayID details to fund your:

1. AUD balance; and 
2. USD balance. 

(b) You acknowledge that we are not an authorised deposit-taking institution and that money which we hold on your behalf will not qualify for the Financial Claims Scheme. We will hold money on your behalf in accordance with Applicable Law. Please see clause 12 for more information.

(c) We may determine, from time to time, a minimum funding amount for your AUD balance or USD balance.

6.2 Deposit methods

(a) We may offer different payment methods for you to deposit funds into your Account, such as by bank transfer, PayID, debit card, credit card, Apple Pay and Google Pay. We may charge you a fee for certain payment methods. We may also set minimum and maximum limits for the value of deposits in our reasonable discretion.

(b) Subject to Applicable Law, we may also charge you a surcharge in order to fund your Account by using a debit or credit card in order to cover our reasonable costs of acceptance.

(c) We reserve the right to change the type of payment methods and speeds, and fees associated with them, in accordance with clause 27.3. 

(d) You are responsible for ensuring that you have sufficient funds available in your Linked Bank Account to make transfers into your Account. We are not responsible for any fees or other losses you may incur as a result of making payments with insufficient funds in your bank account or causing your bank account to go into overdraft.

6.3 Deposit speeds

Funds will generally be available to invest in your Stake Account instantly, however you accept that delays may occur from time to time, including for reasons outside our reasonable control.

6.4 Transfers of deposits

(a) We may use one or more accounts provided by a Service Provider to receive, process and hold funds in your Account, withdraw funds from your Account, facilitate a Transaction or facilitate any other action under this Agreement, in accordance with Applicable Law. You authorise us to use any account which we consider reasonably appropriate to facilitate the provision of the Stake Services to you.

(b) You authorise and direct us to facilitate the transfer of funds deposited into your Account (which are not the result of a withdrawal) to another account in accordance with clause 6.4(a), including to:

1. the US client account of our US Broker-Dealer;
2. the Australian client account of our Australian Broker;
3. one or more accounts held by us with a Service Provider to facilitate transactions and trading (including Currency Conversions) or to facilitate the transfer of money to a client money account; and
4. a bank account with an Australian authorised deposit-taking institution, designated to hold Stake client monies on trust.

6.5 Dividends and distributions

Any dividends or distributions will be paid into your Account, subject to:

(a) the terms of any applicable dividend or distribution reinvestment plan; 

(b) your reinvestment preferences as received and applied by the applicable registry; and

(c) dividends on Fractional Securities being greater than or equal to US$0.01 for the dividend to be paid to your Account. Dividends paid in respect of Fractional Securities are not eligible for dividend reinvestment.

6.6 Prohibited fundings

(a) You must not fund your Account from a bank account, credit card, debit card, PayID or other payment source held by, or in the name of, another person. You may only fund your Account: 1.  from the Linked Bank Account accepted by us under clause 5; or 2.  using another deposit method made available by us under clause 6.2, provided the underlying account, card or other payment source is held in your name. Despite the above, we may accept funds from another source if we have reviewed, verified and accepted that source as a trusted source and we are satisfied you are entitled to the funds. Despite the above, we may accept funds from another source if we have reviewed, verified and accepted that source as a trusted source and we are satisfied you are entitled to the funds. 

(b) We reserve our right to decline any deposit  that is not a deposit method that we offer in accordance with clause 6.2(a) including without limitation direct deposits from international sources, cryptocurrency exchanges or remittance services. You acknowledge that such deposits may be rejected and sent back to source and we may take reasonably required actions in respect of your Account, including suspension and/or charging a fee, where it is reasonable for us to do so. 

(c) You acknowledge and agree that we may delay, block or refuse to process a third party deposit to comply with Applicable Law in accordance with clause 16.2 or to protect our legitimate interests, such as our legitimate business needs, our contractual arrangements, regulatory obligations and standards and any requirements that we consider reasonably necessary to protect us against a material risk.

(d) Where deposits are rejected, we will take reasonable efforts to return rejected deposits to source within two (2) Business Days. 

(e) You acknowledge and agree that we are not responsible or liable for any loss associated with rejected deposits that are sent back to source. 

7 Withdrawing Funds

7.1 Instructions to withdraw funds

(a) You may submit instructions on the Stake Website and/or Mobile App to withdraw funds from your Account to your Linked Bank Account at any time, subject to any applicable hold period.

(b) When you issue a withdrawal instruction, you authorise and direct the transfer of your USD funds from the US client account or AUD funds from the Australian client monies bank account to your Linked Bank Account.

7.2 Minimum withdrawals

For withdrawals of USD, the minimum withdrawal amount is US$10. Foreign exchange fees apply, see our pricing page for more information. For withdrawals of AUD, the minimum withdrawal amount is AUD$1.

7.3 Holding periods

Your funds may not be available for withdrawal until the funds have cleared. Once funds are deposited, it generally takes up to two (2) Business Days for them to clear.

8 Appointment of Service Providers

8.1 Appointing third party suppliers

(a) You agree that we may from time to time appoint third party Service Providers to act on our behalf and to perform certain obligations under this Agreement where we consider reasonable for us to do so.

(b) Unless we specify otherwise, you will not have a direct contractual relationship with the Service Providers we engage to deliver the Stake Service. 

(c) You acknowledge that we may be required to share your personal information with our Service Providers and that it will be handled by our Service Providers in accordance with Applicable Law.

8.2 Our brokers

(a) Neither we nor Stake AFSL are participants on an Exchange. Accordingly, we have appointed an Australian Broker and a US Broker-Dealer to provide execution and clearing services for Transactions. In addition, we have appointed other Service Providers to provide banking and foreign exchange services.

(b) You agree and acknowledge that as part of the Stake Service to you we may open accounts on your behalf with a Service Provider, so that we can provide you with the Stake Service, and that we will arrange for applications for such accounts to be made on your behalf.

(c) We may remove, replace or appoint other Exchange, foreign exchange or other Service Providers from time to time where we reasonably consider it appropriate for us to do so. 

(d) Our Service Providers may appoint other agents to provide services under this Agreement. Subject to Applicable Law, you agree that we will not be liable for any losses sustained or incurred by you by reason of any act, omission, fraud, negligence, insolvency or delay of such persons except to the extent resulting from or caused by our negligence, fraud, dishonesty or wilful misconduct.

(e) You acknowledge and agree that, where you agree to separate terms between you and a Service Provider, the Service Providers may:

1. have limited their liability;
2. not guaranteed the availability of their services; or
3. have rights in relation to Financial Products purchased through them which they might be able to exercise contrary to your interests.

9 Appointment as Agent

You appoint us and each of our respective agents, directors, officers, Stake AFSL and Service Providers (as applicable) severally (each referred to as `Agent') as your Agent to do in your name everything necessary or expedient to:

(a) execute and deliver any documents necessary to ensure that the registration details of your Securities or Financial Products contain your true name, registration address and other necessary personal information as set out in the Application Form or otherwise provided by you;

(b) apply for accounts on your behalf with any Service Provider;

(c) appoint one or more substitute Agents to exercise one or more powers given to the Agent, and to revoke such appointments; and

(d) provide the services contemplated by this Agreement.

10 Your Instructions and Orders

10.1 How to give Instructions

Once you have opened an Account, you may place Instructions to buy or sell Securities or other Financial Products. Any Instructions must be given to us through the Website and/or our Mobile App. Instructions are subject to Applicable Law, the Rules and this Agreement. 

10.2 Entitlement to rely on your Instructions

(a) You authorise us and our Service Providers to act on any Instructions we reasonably believe are given by you in accordance with this Agreement.

(b) We are entitled to assume that any Instruction given via the Website or Mobile App using your Account, accessed with your password and login credentials, is a valid instruction and originates from you. You agree that you are bound by those Instructions, unless we decline your instruction under clause 10.6. 

(c) We reserve the right to take such steps as we consider reasonably necessary to check the legitimacy of any order, Instruction or person giving us an Instruction, before acting on that order or Instruction.

10.3 Your acknowledgements when you provide Instructions

When you provide Instructions, you acknowledge and agree that:

(a) you have read this Agreement; 

(b) you have responsibility for all obligations that arise from Transactions we undertake on your behalf;

(c) you are able to pay for any Financial Products purchased, and any liabilities that arise from these dealings;

(d) we will only permit trading where you have sufficient funds available for trade, which you are properly entitled to trade with;

(e) Instructions to buy or sell Financial Products may be subject to limitations set by us, our Service Providers or the relevant Exchange from time to time;

(f) international time differences and timing of public holidays or other similar observances may lead to delays in receipt of Instructions and execution;

(g) if you request a variation to or cancellation of an Instruction recorded by us, we may not be able to vary or cancel your Instructions in accordance with clause 10.8(b) and if your request has been accepted, we will notify you; and

(h) you are responsible for any liability for contracts arising from your Instructions.

10.4 Fees payable when you submit Instructions

(a) When you submit your Instructions, you may be charged a brokerage fee or any other applicable fees and charges in accordance with our pricing page. Please see our pricing page for a full list of our fees and charges.

(b) The brokerage fee payable for an instruction to buy or sell a Financial Product will be calculated based on the value of your order at the time we receive your Instructions to place the applicable order. If your order is partially filled, expires or is cancelled, we or our Service Provider(s) will make an adjustment to reflect the correct brokerage fee when necessary.

10.5 Price can differ at time of execution

You acknowledge that the price at which the Instructions are executed may be different from the price the Financial Product is trading at the time you give your Instructions. For example, this may be due to market factors such as supply and demand, liquidity and price volatility. You acknowledge that such price changes are outside of our control and we are not liable for any losses you may suffer as a result of price changes.

10.6 Declined Instructions

We may choose to decline your Instructions where we reasonably consider that it is necessary or appropriate for us to do so. The circumstances where we may decline an instruction include the following situations:

(a) if we or our brokers reasonably believe your Instructions are unclear, ambiguous or incomplete;

(b) if your Instructions do not meet the minimum or maximum trading limit set by us or our Service Providers;

(c) if your Instructions cannot be placed with our brokers;

(d) if your Instructions cannot be executed by our brokers;

(e) if your Instructions are cancelled by our brokers;

(f) if your Instructions expire before they are executed;

(g) if your Instructions are purged by us, our brokers or the market operator;

(h) if you do not provide sufficient cleared funds in your Stake Account to cover the cost of your Instructions (and any ancillary fees);

(i) if required by Applicable Laws;

(j) if you, or we reasonably suspect that you will, breach this Agreement or any Applicable Law; or

(k) any other situation where we or our Service Providers, including our brokers, are unable to carry out your Instructions.

10.7 Order types

(a) We may make different order types available for different markets. This may allow you to place Instructions to buy or sell Securities with different conditions or features, for example market orders, limit orders or stop loss orders.

(b) For certain order types, for example limit and stop orders for ASX listed Securities, you may give an Instruction to us to place an order for a Security when the Security's price hits a certain threshold set by you (`Conditional Order').

(c) You acknowledge that Instructions for orders, including Conditional Orders, are not guaranteed to be executed in full or part, by a certain time or at a particular price and may be rejected or cancelled for the reasons set out at clause 10.

(d) Different order types have varied risks associated with them. You should read our disclaimers for more information.

(e) You acknowledge that international Instructions or Transactions are not subject to the Rules of the ASX and you will not receive the benefit of coverage under the National Guarantee Fund.

10.8 Managing your orders

(a) It is your responsibility to manage any orders you submit when you place Instructions on the Website and Mobile App.

(b) You acknowledge that you may not be able to edit or cancel your Instructions once they have been submitted, including (without limitation) for:

1. all market orders;
2. triggered stop orders;
3. bids; and
4. other orders which we or our Service Providers are reasonably unable to allow you to amend your Instructions.

10.9 Extended hours orders

(a) We, via our US Broker-Dealer, offer Extended Hours Trading for the US markets whereby you are able to place Instructions to buy or sell Securities or Financial Products outside of regular US market hours, excluding any days that a US Exchange is closed.

(b) When you designate a trade to be executed during Extended Hours Trading, you acknowledge Extended Hours Trading carries additional risks compared to trading during standard US market hours and may not be appropriate for all investors.

(c) For your trade to be eligible to be executed during Extended Hours Trading, it must be designated for Extended Hours Trading when you place your Instructions to buy or sell Securities or Financial Products. Any trades designated for Extended Hours Trading will be eligible for execution at any time during that trading day i.e. during pre-market hours, regular US market hours or post-market hours. Unless you select `Extended Hours Trading' or have your preference for `Extended Hours Trading' saved as `on', when you place your Instructions confirming a trade, your trade will only be eligible for execution during regular US market hours.

(d)Orders will begin to queue for pre-market trading on the previous trading day, and will be eligible for execution during the pre-market session. Any unexecuted or partially filled orders will automatically roll over into regular US market hours, and if still not executed the orders will roll over into the post-market session. If your order is designated with an expiry period of 'end of day' and it is unexecuted (in whole or part) at the close of post-market hours, it will generally be cancelled. For Extended Hours Trading orders designated with an expiry period longer than `end of day', we will place a new order with our US Broker-Dealer each trading day until the earlier of your order being filled, cancelled or expired.

(e) Our US Broker-Dealer uses a practice referred to as `market order collaring' to limit losses for market orders where the market price has drastically changed. In certain circumstances, our US Broker-Dealer may treat certain orders, for example stop orders, as a market order when certain conditions are met. 

(f) We, or our Service Providers, may:

1. suspend any given Extended Hours Trading session permanently or temporarily where reasonably necessary;
2. vary the hours of operation for Extended Hours Trading;
3. provide Extended Hours Trading on either the Stake Website or Mobile App, or both;
4. limit or vary the types of orders you are able to place Instructions for with Extended Hours Trading;
5. limit or vary the Securities and Exchanges eligible for Extended Hours Trading; and
6. limit or vary order types to buy or sell fractional interests in Securities or Financial Products.

(g) Due to limited trading activity during Extended Hours Trading periods, we do not guarantee that your Instructions will be executed, in full or part, during Extended Hours Trading.

10.10 Orders for Fractional Securities

(a) You may place Instructions to buy or sell Fractional Securities in relation to US Securities. Our US Broker-Dealer executes orders for Fractional Securities on a `principal basis'. This means that the US Broker-Dealer will execute the fractional component of the order against its principal facilitation account. Any fractional share interest in the whole share that is not allocated to your Account may be allocated to other customers or retained by the US Broker-Dealer as principal.

(b) Fractional Securities may not be available for all US Securities, order types or in particular trading sessions.

10.11 Failure to Settle

(a) Without limiting any other rights and remedies we may have at law, in equity or in statute, if you:

1. do not comply with the obligations set out in this Agreement or the Rules;
2. do not make full payment or good delivery for your Transactions by the settlement date;
3. make a chargeback on a card funding transaction; or
4. do not settle any funding;
   you authorise us, to the extent we consider it reasonably necessary to do so, to take the following actions to recover the outstanding amount:
5. sell on your behalf any Securities or Financial Products, in your Account or in our control or possession and charge you the reasonable direct costs we incur by doing so, including brokerage, stamp duty and other third-party costs and apply the proceeds to reduce your liability to us;
6. liquidate your Account to recover any losses or expenses incurred;
7. suspend your access to the Stake Service and take other reasonable steps in accordance with clause 15 of this Agreement; and
8. seek damages for any losses or expenses incurred.

(b) Where we have incurred additional reasonable costs such as bank fees or fees charged by our Service Providers, you agree to indemnify us against such losses and we will either set off or direct debit funds from you or demand payment from you in writing.

11 Confirmations

11.1 When you will receive a Confirmation

Once your order to acquire or dispose of a Security or other Financial Product has been executed according to your Instructions, we will send you a Confirmation.

11.2 Your authorisations for Confirmations

(a) By entering this Agreement, you authorise us to:

1. give you a single Confirmation for a series of Transactions rather than individual Confirmations for each Transaction in the series; and
2. accumulate Transactions in a particular security across multiple Exchanges on a single Confirmation and specify the volume weighted average price for those Transactions.

(b) You authorise us to send electronic Confirmations to your email address as notified to us via your Account from time to time. It is your responsibility to ensure that your email address is operational and available for receipt of electronic Confirmations issued by us and to advise us of any change to your email address as soon as practicable after the change is made.

(c) You may withdraw your authorisation at any time by providing written notice to us at support@hellostake.com. You acknowledge that by withdrawing your authorisation, we may no longer be able to provide the Stake Service to you due to technical or system limitations.

11.3 Confirmations subject to change in certain circumstances

(a) You agree that if we issue you with a Confirmation, it constitutes evidence of the Transaction.

(b) Confirmations are subject to:

1. the Rules, directions, decisions and requirements of the market operator;
2. the customs and usages of the market; and
3. the correction of errors and omissions.

(c) We may issue you with an updated Confirmation if the previous one(s) contained any errors or omissions. If this occurs, the updated Confirmation will supersede the previous one(s).

12 Your Cash 

(a) The account details that are provided to you to make deposits to your Account are virtual reference numbers to enable us to track and reconcile payments from you. You authorise Stakeshop Pty Ltd, via our Service Providers, to temporarily hold your funds, execute Currency Conversions and transfer your funds in accordance with your instructions. 

(b) We may transfer funds held in accordance with clause 12(a) as set out at clauses 12(c) and 13.2.

(c) You agree and direct that any funds in your  Account will be transferred at least once each Business Day to a bank account held on trust for you by Stake AFSL, either with an Australian authorised deposit-taking institution or US authorised deposit-taking institution that we have appointed as a Service Provider. The funds held with an Australian authorised deposit-taking institution or US authorised deposit-taking institution are held in an account that has been designated as a client monies account for the purposes of section 981B of the Corporations Act. 

(d) You authorise us to retain any interest on the funds held on your behalf with an Australian authorised deposit-taking institution, at the relevant interest rate which applies from time to time. 

(e) You acknowledge and agree that, merely by your funds being placed with and held on trust at an Australian authorised deposit-taking institution by Stake AFSL, this does not constitute a deposit by you with the authorised deposit-taking institution and you do not have a direct relationship with the authorised deposit-taking institution as their customer. 

(f) When you place an Instruction to buy or acquire an increased interest in a Security or Financial Product, you agree that (where relevant) you are giving us a written direction under this clause to make a payment out of the client money account to give effect to your Instruction.

(g) When you buy Securities on the ASX via our Australian Broker you are the legal owner of those Securities. 

13 Custody arrangements for Stake Wall St

13.1 Custody with our US Broker-Dealer

(a) When you sign up to trade US equities (Stake Wall St), you acknowledge that our US Broker-Dealer will hold as the custodian of the funds, Securities and other eligible assets. Such funds are cleared by Electronic Transactions Clearing (ETC). 

(b) Our US Broker-Dealer is a member of the Securities Investor Protection Corporation (SIPC), which protects the Securities and funds in your US brokerage account with the US Broker-Dealer up to US$500,000, including up to US$250,000 protection for cash in your account to buy Securities. SIPC protection is only available if the US Broker-Dealer fails. It does not protect against a loss in the market value of US Securities. For additional information regarding SIPC coverage, please visit www.sipc.org. 

(c) Uninvested funds in your US brokerage account with the US Broker-Dealer are swept each Business Day by the US Broker-Dealer, as your agent, via an intermediary bank and into an omnibus bank deposit account at Citibank by no later than the following business day. You hold a beneficial interest in the deposit account which is held in the name of the US Broker-Dealer " acting as agent and custodian for the Exclusive Benefit of its Customers, Acting for Themselves and Others". Each Stake Wall St customer is eligible for up to US$250,000 deposit insurance coverage, per legal category of account ownership, by the Federal Deposit Insurance Corporation (FDIC), a US government-owned corporation which protects eligible deposit accounts in the event of a bank failure. The cash is swept from the deposit account back to your brokerage account with the US Broker-Dealer to cover purchases of Securities and other debits. You agree that your uninvested funds may be allocated across deposit accounts at additional banks in accordance with the US Broker-Dealer’s bank sweep program. 

13.2 Other funds transfers

Your funds may also be transferred to other persons, such as an Exchange. Where such a person is located outside Australia, the legal and regulatory regime applying to such a person will be different to that of Australia and, in the event of failure of such a person, this money may be treated in a different manner from that which would apply if the money was held by such a person in Australia.

14 Currency Conversion

14.1 Appointment of Service Providers for Currency Conversion

You acknowledge that we will arrange all Currency Conversions relating to your trades in international Securities with our appointed Service Provider. You will not have a direct contractual relationship with any Service Provider that we engage to facilitate a foreign exchange transfer.

14.2 Foreign exchange risks

You agree that you will bear the foreign exchange risks of a Currency Conversion, including but not limited to, the risks of cash held, or of interest or other income payments received, of expenses, taxation or other liabilities incurred in Currencies other than Australian dollars and of exchange controls or other laws that may prohibit or impose costs on the Currency Conversion and that we will not be liable for any loss suffered by you as a result of a Currency Conversion or the timing of a Currency Conversion.

14.3 Currency Conversion Quote

(a) When you fund your Account and place an order for Currency Conversion via an instant funding method, we will provide you with a quote for the applicable foreign exchange fee which is payable when you submit the order.

(b) When you fund your Account and place an order for Currency Conversion via bank transfer, we will provide you with an estimate of the applicable foreign exchange fee based on the current foreign exchange rate at the time you submit the order. The estimated rate may be different from the rate that you are ultimately charged when your funds clear with us or our Service Providers. This is because bank transfers can take a longer period of time for the funds to arrive, and during that period of time the rate may change due to market movements and market disruption events that occur.

(c) You acknowledge that the Currency Conversion quote is reasonably determined by our Service Providers and includes their fees, charges and margins for executing the Currency Conversion.

(d) You acknowledge that Currency Conversions applied to certain payments may incur a spread.

(e) You agree that Currency Conversions incur fees that may be collected by us or our Service Provider(s) in exchange for converting your funds between Australian dollars, USD or any other currency. See our pricing page for further information.

(f) You authorise us to reject your request to execute a Currency Conversion if we reasonably consider that the rate for the Currency Conversion is affected by an error or deviates substantially from the relevant prevailing market exchange rate at the relevant time.

14.4 Cross-Currency transactions

Not all cross-Currency transactions are supported. Some Currency Conversions may require an intermediate transaction to/from Australian dollars or another currency.

15 Restriction or Suspension of Access or Closure 

15.1 When we will take actions with your Account

To the extent we consider reasonably necessary to protect our legitimate interests, we may close your Account, or restrict or suspend your access to any feature within the Stake Service or your Account, including if:

(a) you fail to pay any amount that you are liable for under this Agreement when it falls due;

(b) you breach a material term of this Agreement, including the representations and warranties given in clause 2.1;

(c) we reasonably consider such steps necessary for security or compliance reasons;

(d) you fail to provide us with any additional information that we may reasonably request from you in order for us to comply with any Applicable Law in providing you the Stake Service;

(e) we have reasonable grounds to believe that you may have breached, or that your continued access to your Account would result in us or you breaching, or being an accessory to a breach of, any Applicable Laws or Rules or any agreement entered into by us or you in relation to the provision of services under this Agreement;

(f) we have any reasonable grounds to believe that your Account is, or may be, being used in connection with fraud;

(g) you use (or appear to use) our Website or Mobile App in a way that we consider is likely to materially interfere with the security, integrity or lawful operation of the Stake Service;

(h) a Service Provider requires us to cease providing a service to you and we reasonably consider that compliance with that requirement is reasonable and necessary in the circumstances;

(i) in the event of your insolvency, bankruptcy, winding up, death or incapacity; or

(j) some other circumstance occurs where we reasonably consider that closing, restricting or suspending your Account is reasonably necessary to protect our customers, Stake, Stake AFSL, the security or integrity of the Stake Service, or compliance with the Rules and Applicable Law.

15.2 Providing reasons for taking actions

If we exercise our right under clause 15.1, we may, acting reasonably and subject to Applicable Law, provide reasonable notice and tell you the reason for the restriction or suspension. Where we reasonably believe that it is necessary to take urgent or immediate action to protect our legitimate interests, we do not need to provide notice or provide a reason for restricting or suspending your Account access or closing your Account.

15.3 How we will close your Account

If we close your Account in accordance with clause 15.1, you authorise us to take the following actions:

(a) we will transfer your holdings to a third party broker nominated by you, liquidate any Fractional Securities (due to their inability to be transferred by our US Broker-Dealer) and transfer any cash balance in your Account to your Linked Bank Account, less any outstanding fees or reasonable losses to be recouped by us or our Service Providers;

(b) if you do not nominate a third party broker within fourteen (14) days of our request for such information, we may, acting reasonably and after giving you further notice, sell any holdings in your Account. We will not be liable for any tax liability incurred by such sale nor any shortfall between the amount you invested and the amount you get back after the sale;

(c) in the case of the Stake Accumulate Fund, we will redeem your units in the fund and transfer any cash balance in your Account to your Linked Bank Account, less any outstanding fees or reasonable losses to be recouped by us or our Service Providers. We will not be liable for any tax liability nor any shortfall between the amount you invested and the amount you get back after the redemption; and

(d) if we are unable to transfer any cash balance in your Account to your Linked Bank Account, we may hold such cash in accordance with Applicable Laws.

15.4 How to close your own Account

You may elect to close your Account at any time via the settings section of the Mobile App or Website, however to do so you must not have any Securities or funds in the Account.

15.5 Transferring your Securities or Financial Products

(a) You may transfer some or all of your Securities or Financial Products to or from another broker. 

(b) We may charge you a fee depending on the transfer method and size of your portfolio, see the Financial Services Guide for further information. Your outgoing or incoming broker may also charge additional fees for transfers. A sufficient cash balance is required in your Account to cover the transfer fees (if any) and commence the transfer.

(c) Fractional Securities are not transferable to other brokerage accounts. If you want to transfer your Account or specific Fractional Securities positions to another broker, you must sell the Fractional Securities and transfer the cash proceeds.

(d) Transfer processing times vary depending on which other broker you are transferring your Securities or Financial Products to or from. Therefore, we do not guarantee that a transfer will be completed by a certain time. We are not liable for any losses arising from delays or errors arising from the transfer of your Securities or Financial Products.

16 Anti-Money Laundering and Counter Terrorism Financing

16.1 Providing information for AML/CTF purposes

(a) You acknowledge that we are required by law to verify your identity before we can provide you with the Stake Services. 

(b) You agree to provide us with all information and documentation which we reasonably require to comply with Applicable Law within the reasonable period of time we notify you. It is an offence under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) to provide false or misleading information about your identity.

(c) By accepting this Agreement and applying for an Account you give us consent to collect, use and disclose your personal information to verify your identity. We may disclose your personal information to a Service Provider and ask them to provide an assessment of whether the personal information you have provided matches  the personal information held by the Service Provider. The Service Provider may prepare and provide us with such an assessment and may use your personal information for the purposes of preparing such an assessment. 

(d) If you disagree with having your identity verified by a Service Provider, please contact us at support@hellostake.com so that we may discuss other options with you. Please see our  Privacy Policy for further information about the handling of your personal information.

16.2 Actions we may take to comply with AML/CTF laws

You agree that we may delay, block or refuse to process any Transaction or restrict, suspend or terminate the Stake Service and/or Account, where we reasonably suspect that:

(a) processing a Transaction or continuing to provide the Stake Service, including the Account, may breach any Applicable Laws; 

(b) the delay, block, refusal, restriction, suspension or termination is necessary to protect our legitimate interests or those of Stake AFSL; 

(c) any Transaction or Account involves any person that is sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by Australia or any other country; or

(d) any Transaction or Account may directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct.

17 Corporate Actions

17.1 Understanding corporate actions

You are responsible for understanding the terms, impacts and actions required in relation to any corporate action event and if required, take steps to seek further information or advice from the relevant Security or Financial Product issuer, applicable share registry or a financial adviser.

17.2 Informing you of corporate actions

As a brokerage platform, we are not obligated to notify you of any corporate action events or of any communications a Security or Financial Product issuer sends to its shareholders. In some instances we or our Service Providers may inform you of matters which may require you to act in respect of a corporate action, but we are not obligated to do so. If you are provided with information regarding any specific corporate action from either us or our Service Providers, you acknowledge that no guarantee is made as to the accuracy or completeness of the information which is gathered from third party sources.

17.3 Exercising your rights for corporate actions

We, via our Service Providers, may assist with handling certain corporate action events such as dividends and stock splits. However, you acknowledge that you are responsible for taking any required actions (including without limitation giving instructions) in relation to all corporate action events directly with the applicable registry for ASX Securities, or directly with our US Broker-Dealer for US Securities, by the applicable deadlines. This includes, but is not limited to, corporate actions related to Securities, Financial Products or other contracts traded separately to the underlying Security or Financial Product. You understand that if you do not exercise your rights, or take the requisite action, by the deadline for the relevant corporate action event, that any rights associated with the corporate action event will lapse.

17.4 We may assist with certain corporate actions

(a) We will not exercise your rights or take any action on your behalf in respect of a corporate action event, and will not be liable for any failure or delay by you to exercise those rights or take any action. For US Securities, our US Broker-Dealer will handle processing corporate actions in your Account. For ASX Securities, in the event that the applicable share registry cannot assist you in taking actions in relation to a corporate action event, then we may at our discretion use reasonable endeavours to enable you to exercise your rights or take certain actions via our Service Providers, however we do not guarantee that this will be possible in every instance and we will not be liable for any missed opportunities due to delayed, incomplete or inaccurate instructions.

(b) You acknowledge that in order to comply with mandatory instructions or requirements of an Exchange, Security or Financial Product issuer, market participant or our Service Providers, when certain corporate action events occur, your Securities or Financial Products may be altered and we or our Service Providers may need to amend or purge any open orders you have given Instructions for, or restrict your ability to deal in those Securities or Financial Products on the Mobile App or Website, or make other adjustments to your Account after the corporate action event has occurred. Where we are required to take such actions urgently, we may do so without prior notice to you. We and our Service Providers will not be liable for any delay, error or inaccuracy or other losses you may suffer as a result of taking such steps.

17.5 Expert Market Securities

(a) When an issuer of US Securities or Financial Products does not make current information publicly available, by law US broker-dealers (including our US Broker-Dealer), cannot publicly quote those Securities or Financial Products and they may instead be quoted on the OTC Markets Group 'Expert Market'. When Securities or Financial Products move to the Expert Market, our US Broker-Dealer will not support holding or trading of those Securities or Financial Products and you agree that any such Securities or Financial Products may be liquidated by our US Broker-Dealer. You agree that neither we nor our US Broker-Dealer will be liable for any losses in respect of such events.

(b) If Securities or Financial Products in your Stake Account are designated to move to the Expert Market, where possible we will take reasonable steps to notify you in advance of the Securities or Financial Products being liquidated by our US Broker-Dealer. You agree that neither us nor our US Broker-Dealer will be liable for any failure or delay to notify you of such events and that you are responsible for staying up to date and taking action in respect of your Securities or Financial Products.

17.6 Fractional Securities and Corporate Actions

(a) Holders of Fractional Securities generally do not have voting rights for the fraction of the Security owned.

(b) Holders of Fractional Securities may be eligible to participate in mandatory corporate actions such as stock splits, mergers or spin-offs. Where available, our US Broker-Dealer will distribute interests in proportion to your ownership interest, inclusive of Fractional Securities.

(c) If you receive Fractional Securities as a result of a corporate action for US Securities, our US Broker-Dealer may sell such Fractional Securities and distribute to your US brokerage account the pro-rata proceeds of selling the Fractional Securities.

18 Tax File Number

18.1 Australian tax residents

This clause 18 applies only if you are a resident of Australia for the purposes of the Income Tax Assessment Act 1936 (Cth).

18.2 Providing your TFN

We are authorised to receive your TFN in accordance with the Income Tax Assessment Act 1936 (Cth). We may disclose your TFN to the ATO. We may also disclose your TFN to our Australian Broker when making investments on your behalf and registries for the purposes of maintaining their registry and paying dividends or distributions.

18.3 Consequences of not providing your TFN

You can provide us with your Tax File Number, however there is no law that says you must do so. If you do not provide us with your Tax File Number, or notify us that you are eligible for an exemption from providing a Tax File Number, we or our Service Providers may be required to deduct withholding tax at the highest marginal tax rate from any income you earn through the Stake Service.

19 Taxation

19.1 We are not a registered tax agent

You acknowledge that we are not a registered tax agent i.e. a qualified tax agent who is registered with the Australian Tax Practitioners Board.

19.2 Tax implications

(a) As the taxation implications when investing in Securities or Financial Products which are international are complex and different from investing in Securities or Financial Products which are in your local jurisdiction, you should seek advice from a taxation professional to evaluate whether an investment in international Securities or Financial Products is appropriate to your particular financial circumstances and to ascertain whether you are entitled to claim back any withholding taxes.

(b) Securities and Financial Products may attract withholding taxes on income and cash dividends in some jurisdictions. All withholding tax is deducted in the applicable Currency of the jurisdiction in which the tax applies.

(c) The custodian will withhold tax at the rate applicable under the local laws. The rate may be different from treaty rates agreed to between Australia and the applicable foreign country.

(d) We will inform you of how much tax was withheld. However, we reserve the right not to make or support any application to reclaim the withheld tax on the Securities or Financial Products. We recommend you consider how this may impact your particular financial circumstances.

(e) You may be liable for tax on foreign sourced income and may be required to include this information in your Australian tax return.

(f) We will not be liable for any tax implications to you and it is your responsibility to ensure that your details are up to date with the necessary regulatory body.

(g) We will assist with the filing of W8BEN and similar forms through our Service Providers for the purpose of US investments, however we will not be responsible for any adverse implications arising from any error or inaccuracy in the form(s) which was based on information you provided to us or our Service Providers, or any other cause which we or our Service Providers are reasonably unable to control.

20 Fees, charges and costs

20.1 Fees

(a) You agree to pay our fees associated with using your Account, including without limitation, brokerage fees, foreign exchange transfer fees, funding fees, security transfer fees, regulatory and administration fees, as set out on our Website at https://hellostake.com/au/pricing and in our Financial Services Guide.

(b) We reserve the right to change our fees from time to time in accordance with clause 27.3 of this Agreement. 

20.2 Charges and costs

(a) You agree to indemnify and reimburse us for any expenses, charges or costs (including GST) that we incur in providing the Stake Services to you.  

(a) We do not have to give notice under clause 27.3 of this Agreement for changes to any charges or costs that are expressed as being subject to change without notice on our Website at https://hellostake.com/au/pricing. 

21 Information

21.1 Third party information

(a) Third-party information is provided for general information only. To the extent permitted by law, we are not liable for investment decisions or losses resulting from reliance on that information, except to the extent caused by our breach of this Agreement, negligence, fraud, dishonesty or wilful misconduct.

(b) You acknowledge that we do not verify or guarantee the accuracy, reliability, completeness or timeliness of the third party information and we make no warranties, express or implied, as to such information. 

21.2 Third party links

From time to time we may include links to third-party websites on the Stake Website and/or Mobile App which may redirect you to third party websites if you choose to click on them. The third party websites are not under the control of, and are not affiliated with, us and we are not responsible for the content of any third party websites or any links contained on those websites. We provide third party website links for your convenience and information only, and will not be responsible for any loss or damage arising out of your access to or reliance upon the content on third party websites.

21.3 Information for personal use only

(a) The Information we supply to you as part of the Stake Service is for your personal and private use only. You must not:

1. reproduce, broadcast, otherwise distribute or allow any unauthorised third party to access the Information;
2. use the Information for any unauthorised or illegal purpose; or
3. procure or assist another person to do an act prohibited by this clause.

(b) If we reasonably suspect that you are in breach of this clause 21.3 we may restrict or suspend your use of the Stake Service in accordance with clause 15.

22 Intellectual Property

(a) You acknowledge that Intellectual Property Rights in relation to the Stake Service, including graphics, logos, trade marks, distinctive brand features, designs, text, icons, the arrangement of them, sound recordings and all software relating to the Website and Mobile App, and relating to the Information and derived Information we provide (including Information transmitted electronically), remain vested in us, its creator, or other Service Providers as applicable.

(b) Such Intellectual Property Rights must not be used in any manner without the prior consent of the owner. If improper or unlawful use of materials under Intellectual Property Rights comes to your attention, we ask that you notify us immediately.

(c) You may view and use the Website and Mobile App in accordance with the Agreement, but you may not in any form or by any means reproduce, modify, distribute, store, transmit, publish or display within another website or create derivative works from any part of the Website or Mobile App without prior written consent of us, or our Service Providers, as applicable.

(d) You may not modify or copy the layout or appearance of the Website or Mobile App nor any computer software or code contained within, nor may you decompile, disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Website or Mobile App.

23 Privacy

23.1 Compliance with Privacy Laws

As part of providing the Stake Service, we collect personal information so that we can communicate with you, provide you with our services and comply with Applicable Laws. We respect the importance and confidentiality of the personal information we collect about our customers and potential customers. We abide by the Australian Privacy Principles contained in the Privacy Act 1988 (Cth).

23.2 Our Privacy Policy

You acknowledge that you have read our Privacy Policy, which contains details about how we collect, handle and disclose your personal information. Our Privacy Policy also sets out your rights to access and correct the personal information we hold about you, and how you can make a complaint about the way we have handled your personal information.

23.3 Sharing Personal Information

(a) Where reasonably necessary to give effect to this Agreement and provide you the Stake Service, we will share your personal information with our Service Providers. Your personal information will also be shared with third party electronic verification provider(s).

(b) We may also share your personal information with other third parties, including our subsidiaries, our professional advisors and regulatory bodies.

24 Artificial Intelligence

(a) You acknowledge and authorise us to use artificial intelligence ("AI") and automated systems as part of delivering the Stake Service, including to:

1. assess Applications and process Transactions;
2. monitor your Account and Transactions; 
3. subject to clause 27.1, tailor the information and services we present to you; and
4. provide customer support and carry out service requests. 

(b) You acknowledge and authorise us to collect, use, disclose and process your personal information using AI in connection with the Stake Service, as set out in Stake’s Privacy Policy, as amended from time to time. 

(c) We will ensure that any AI we use is applied in a manner consistent with Applicable Law.

(d) While we take care to ensure our use of AI systems operate accurately, you acknowledge that errors may occur from time to time. If you believe a decision or outcome affecting you may be incorrect, please contact us as soon as possible and we will have the outcome reviewed by a person. You can also make a complaint under clause 27.7. 

25 Security

25.1 Keeping your Account secure

(a) You agree to keep your password, access code and username required to access your Account and the Website and/or Mobile App confidential. This includes not revealing your password or code to any unauthorised person and not letting any unauthorised person watch you enter your password or code.

(b) You agree not to allow or cause any unauthorised person to access your Account and not to allow any unauthorised person to issue instructions on your Account.

(c) You are responsible for notifying us immediately if you become aware of any unauthorised or suspicious activity on your Account.

25.2 Compliance with our security requirements

(a) We may require you to use certain identity verification methods in order to login to your Account and access the Stake Service. You acknowledge that we employ these methods to help keep your Account secure.

(b) We will not be responsible for any losses that occur due to unauthorised access where you have failed to comply with this clause 25.

26 Liability

26.1 Our liability is subject to Applicable Law

We do not exclude or limit the application of any Applicable Law, including without limitation, the Australian Securities and Investments Commission Act 2001 (Cth), the Competition and Consumer Act 2010 (Cth) and any similar State or Federal Legislation where to do so would contravene the statute or cause any part of this Agreement to be void.

26.2 Disclaimer of warranties

(a) To the extent permitted by law and except for any non-excludable warranty under Schedule 2 of the Competition and Consumer Act 2010 (Cth), we exclude all guarantees and warranties, whether express or implied, including any warranties, guarantees or representations concerning:

1. the availability of the Stake Service;
2. the merchantability or fitness for purpose of the Stake Service;
3. the performance of any Securities or Financial Product; and
4. the availability of any Exchange, Security, Financial Product or Currency on the Stake Service.

(b) The consumer guarantees under Schedule 2 of the Competition and Consumer Act 2010 (Cth) do not apply to Financial Products. However, where a consumer guarantee applies to a part of the Stake Service, we will provide the service with due care and skill, within a reasonable time and the service will be fit for the purpose. If we breach any of the applicable consumer guarantees, our liability is limited to either (at our own choice) resupplying the service to you or paying the costs of having the service resupplied to you. For a major failure with our services, you have other remedies.

26.3 Limitation of our liability

(a) To the extent permitted by law, we, our Directors, Stake AFSL, Service Providers, officers, employees or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses (including incidental, indirect or consequential loss), damages, costs and expenses, except to the extent resulting from or caused by our negligence, fraud, dishonesty or wilful misconduct, due to:

1. us acting upon your Instructions;
2. refusal or failure to act on your Instructions, including as set out at clause 10.11;
3. a failure by you to comply with this Agreement;
4. your default;
5. any legal action;
6. our compliance with a direction, request or requirement of Applicable Law, an Exchange, a market operator or any regulatory authority;
7. error, omission, non-receipt, or invalidity in your Instructions;
8. problems or failures involving the relevant Exchange, market participant, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor which is out of our reasonable control;
9. interruption, failure or delay of any telephone, computer, internet connection or other electronic or technological service;
10. error, inaccuracy, omission, delay or failure associated with third party information available on the Stake Service, or your reliance upon such information;
11. any events or circumstances that we cannot reasonably control;
12. any Force Majeure event;
13. any delay, interruption, omission, failure, error or fault by us in transmitting, passing on and executing your Instructions;
14. market movements and other risks associated with the trading of Securities or Financial Products;
15. suspected or actual manipulative trading, including insider trading, false or misleading trading, market rigging and market manipulation; or
16. faults, errors, defects, failures in the Website, the Mobile App, other computer systems, or loss of access to your Account.

(b) Without limiting clause 26.3(a) above or any other part of this Agreement, we are not liable for losses arising from delays related to deposits or withdrawal of funds where such delays are a result of:

1. any act, omission, error or delay of our Service Providers, or any other financial institution involved in the withdrawal or Currency Conversion process (for example, your nominated bank provider);
2. us or our Service Providers complying with Applicable Law;
3. your failure or delay to provide information we reasonably require;
4. your failure or delay to add a Linked Bank Account, or your failure or delay to provide information we reasonably require in order to review a bank account nominated to be a Linked Bank Account or to verify a withdrawal;
5. incorrect or incomplete information provided to us or our Service Providers by you;
6. bank holidays, Business Days or other public holiday periods; or
7. any other reason which is outside of our reasonable control.

26.4 Your Liability

(a) You will be liable for losses caused by unauthorised Transactions where we can prove that you contributed to losses on the balance of probabilities:

1. through fraud or breach of the security requirements; or
2. from unauthorised Transactions because you unreasonably delayed notifying us after realising that the security of your Account had been breached.

(b) If you are liable for losses pursuant to clause 26.4(a), you will be liable for the actual losses that occur between the time you realised, or should reasonably have become aware, that your Account's security had been breached and when you actually let us know.

(c) You acknowledge that we have the right to claim any reasonable expenses and costs (legal or otherwise) in relation to resolving any claim against you or us (by you), whether resolved or not. In relation to this clause, you acknowledge that if a judgment is made against you in relation to such costs and expenses, you will be liable for those costs and expenses incurred by us.

26.5 Indemnities given by you

Unless caused by our fraud, negligence or wilful misconduct, you agree to indemnify and hold harmless us, Stake AFSL, our officers, employees, agents and our related bodies corporate for any losses, actions, claims, demands, proceedings, costs, expenses, liabilities and damages arising directly or indirectly out of:

(a) your use of the Stake Service or any third party information;

(b) our acting on your Instructions;

(c) your failure to comply with, or breach of any of your obligations under, this Agreement;

(d) your failure to comply with any Applicable Law;

(e) any misleading or incorrect representation given by you in your dealings with us;

(f) your fraud, wilful misconduct or an unauthorised Instruction caused or facilitated by your breach of the security requirements in this Agreement;

(g) any breach of your representations and warranties as set out in this Agreement; and

(h) unauthorised instructions, Transactions or fraud associated with your Account.

Your liability to indemnify us will be reduced proportionately to the extent a negligent or fraudulent act of ours contributed to the loss.

26.6 Survival 

Each indemnity in this Agreement is a continuing obligation, which is separate and independent from your other obligations, and survives termination of this Agreement.

27 General

27.1 No advice

(a) You acknowledge that we do not provide financial, accounting, taxation or legal advice as part of the Stake Service. We recommend that you consider speaking with a licensed financial adviser, accountant or lawyer (as appropriate) before making any investment decisions.

(b) You are responsible for any investment or trading decisions made by you with respect to your Account and we will not be responsible for determining the suitability, appropriateness or advisability of your Instructions, any Transaction or Currency Conversion.

(c) We do not provide, and we are not authorised to provide, any personal advice. This means we do not take into account any of your personal objectives, financial situation or needs. It is therefore your responsibility, before ordering the purchase, sale or redemption of any Financial Product through us, to assess and evaluate any proposed Transaction in light of your financial situation, investment objectives and particular needs.

27.2 Novation and assignment

(a) You may not assign, transfer or novate any of your rights or obligations under this Agreement without our prior written consent, which will not be unreasonably withheld or delayed.

(b) We may assign, transfer or novate any or all of our rights or obligations under this Agreement. You authorise us to assign, transfer or novate any or all our rights or obligations under this Agreement to a third party by giving thirty (30) days written notice to you.

(c) If we reasonably withhold consent in accordance with clause 27.2(a), or if you do not wish to be bound by the change if we assign, transfer or novate our rights to a third party in accordance with clause 27.2(b)you may withdraw funds or transfer your holdings to another broker before the assignment, transfer or novation takes effect. As usual, fees are payable for certain withdrawals and share transfers, however we do not charge an exit fee. Please refer to our pricing for further information.

(d) In the event of an assignment, transfer or novation under clause 27.2(b):

1. You will have the same rights and obligations under this Agreement against the new party as you had against us prior to the assignment, transfer or novation;
2. The new party has the same rights and obligations against you that we had prior to the assignment, transfer or novation;
3. We, Stake AFSL and Service Providers are released from any obligations arising on or after the date of the assignment, transfer or novation.

27.3 Amendments

(a) We reserve the right to amend the Agreement from time to time, where it is reasonable for us to do so.

(b) Subject to clause 27.3(d), if we intend to amend the Agreement in a way that would be materially adverse to you, we will give you at least 30 days' written notice before the change comes into effect. 

(c) If you do not wish to be bound by materially adverse changes to the Agreement, you may withdraw funds or transfer your holdings to another broker before the changes take effect. As usual, fees are payable for certain withdrawals and share transfers, however we do not charge an exit fee. Please refer to our pricing for further information.

(d) We will not be required to notify you if we amend the Agreement in a way which would not be materially adverse to you or if we reasonably consider that we are required to do so to comply with the Rules or Applicable Law. When this occurs, we will publish an updated Agreement on our Website. Unless we state otherwise, such amendments will take effect immediately.

27.4 Notice

(a) You may provide notice to us, and we may provide notice to you,  by electronic communication such as email. Notices sent by electronic communication will be treated as having been received one hour after being sent.

(b) You may request that we provide notices to you by post. If you do so, the notice will be treated as having been received two Business Days after posting. If we have your email, we will use this as the default communication and reserve the right to use email exclusively.

(c) You must ensure that:

1. you provide us with a valid email address;
2. the details you provide to us remain up to date; and
3. that you notify us of any change to your details.

27.5 Severance

If any provision of this Agreement is unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability.

27.6 Waiver

A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy.

27.7 Dispute Resolution

(a) We and Stake AFSL are committed to handling all complaints and disputes in a fair, transparent and timely manner in accordance with our Complaints Policy.

(b) If you have a complaint or dispute with us in connection with this Agreement or any transactions thereunder, both us and yourself must use reasonable endeavours to resolve any dispute.

(c) If we cannot resolve a dispute to your satisfaction, you can refer your complaint to the Australian Financial Complaints Authority (AFCA):

By telephone on 1800 931 678

By writing to GPO Box 3, Melbourne, VIC, 3001

Online at https://www.afca.org.au/make-a-complaint 

27.8 Governing Law

This Agreement will be governed by and construed in accordance with the laws of New South Wales, Australia. The parties agree to irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia to decide any matter arising out of the Agreement.