Douugh Account Agreement Terms and Conditions.
This Account Agreement is effective 8th November, 2022
IMPORTANT – Please read carefully and retain this Account Agreement for your records.
This Agreement governs your opening of an Account with Douugh and the use of the Douugh Academy, your use of the Account as well as the provision of service by Douugh (Douugh Services).
By creating an account with Douugh Pty Ltd, you not only agree to the Terms & Conditions laid out by us, but you also agree to the Terms & Conditions set out by our partners. Links to their Terms are below:
Links to their Terms are below:
For DriveWealth Customer Account Agreement, please click here.
For OFX Terms click here.
For Basiq Terms click here.
Use of this website and the accompanying mobile application (collectively,site) is provided by Douugh Australia Pty Ltd ABN 76 617 000 138 (Douugh) (collectively, we, us, or our) and is subject to the following terms and conditions and any other directions or rules for use of the site which may apply from time to time (collectively, terms).
The financial services provided through this website are provided to you by Douugh (AFS Licence No. 50063).
We reserve the right to amend the Agreement from time to time, acting reasonably. You will be notified of the timing of changes to this Agreement. If the amendment is required for urgent technical, risk, or regulatory compliance reasons, the amendment will come into effect immediately upon publication on the site.
Please read these terms carefully. If you have any questions, please contact us. When you access the site (other than to read these terms for the first time), you are taken to have agreed to these terms and be bound by them.
You use the site at your own risk. To the maximum extent permitted by law, no member of Douugh or any of their directors, employees, agents, related bodies, third party content providers or licensors makes any express or implied representation or warranty about, or will be liable, in contract, tort (including negligence) or otherwise, for any direct, indirect, special or consequential loss, damages or reliance in connection with, the site, its use, its content or any products or services (including our products or services) referred to on the site. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
any reliance on the completeness, accuracy, suitability or currency of the site or its content
any failure or delay of performance or in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to data
accessing any sites or servers maintained by other organisations through links on the site
defamatory, threatening, offensive or unlawful conduct of third parties, or
We may suspend or remove access to the site at any time. We are not liable, for any reason, if the site is unavailable or any functionality of the site is restricted or impaired.
The Douugh site has been prepared for general promotional purposes only and is not a recommendation to buy, or an offer or solicitation to sell, any financial product.
The Douugh site is intended to provide general advice only and must not be construed as personal financial product advice. No direct or implicit recommendations are given in the information on the site.
The Douugh site has been prepared without taking into account the personal objectives, financial situation or needs of any particular person.
We recommend you obtain financial advice specific to your situation before making an investment decision.
Representations, Warranties and Obligations
You represent and warrant:
all information you give us is complete and correct;
this Agreement will bind you in your personal capacity;
you have authority to enter into this Agreement;
all your Instructions are lawful; and
you are over the age of 18.
You agree that:
you will utilise the Douugh site to use the Douugh Service, and will provide Instructions in relation to Transactions through the Douugh site;
you will ratify and confirm any actions we or our Service Providers carry out based on your Instructions;
you will 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 the Douugh site; and
you will inform us of any error or omission as soon as you become aware of it and you are responsible for taking necessary action to mitigate any potential loss from the error or omission.
Account Opening Requirements
Accounts can be opened by individuals over the age of 18.
We reserve the right not to open accounts for residents outside of Australia.
You will adhere to the account opening process.
Tax File Number (for Australian Tax Residents only)
You do not have to provide us with your Tax File Number (TFN) and declining to do so is not an offense. However, if you do not provide us with your TFN, or notify us that you are eligible for an exemption from providing a TFN, we or our Service Providers may have to deduct Pay As You Go withholding tax at the maximum marginal tax rate (plus the Medicare levy) from any income you earn through the Douugh Service.
If you provide us with your TFN, you agree to us providing that information to our Service Providers
Access to Douugh service on web and mobile
The Douugh Service gives you the ability to instruct us or other Service Providers to arrange to execute transactions on your behalf. To use the Douugh 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 Douugh Service or the Douugh site.
We do not promise continuous, non-interrupted or fault free delivery of the Douugh site or the Douugh Service.
Access to the Douugh site and the Douugh Service may be unavailable or interrupted from time to time due to:
technical or service delivery reasons;
to conduct reasonable maintenance;
regulatory or risk management reasons; or
any other reason.
In addition, your access to the Douugh site may be restricted or suspended as set out in this Clause.
We may require you to use certain identity verification methods in order to login to your Account and access the Douugh Service. It is your responsibility to protect your password and login credentials.
To open an Account, you must:
complete an application form;
agree to be bound by these Terms and Conditions and the Terms and Conditions of our Service Providers;
provide us with whatever information we reasonably request; and
successfully open accounts with our Service Providers (as required).
We may, in our absolute discretion, decline your application for an Account.
Funding an Account
Before you can provide an Instruction to buy Securities, you must fund your Account. Douugh retains the discretion to allow purchase of Securities prior to any funding.
You allow Douugh to place a hold on any funds deposited for a period of up to ten (10) days prior to making it available for withdrawal. Where practicable, we will provide you with advanced estimated details of the hold period based on your funding method but are under no obligation to do so.
You authorise Douugh and any Service Provider, if required, to facilitate the transfer of funds deposited into your Account (which are not the result of a withdrawal) to the US client account of Douugh’s US Broker.
Where you initiate a foreign exchange transfer on Douugh, Douugh will book a deal with FX partners, such as OzForex Pty Limited (OFX) to convert your funds into US dollars. The applicable exchange rate will be the rate at the time the funds are received (rather than when they are sent by you). We may provide an estimated exchange rate at the time you initiate the transfer, however if you do not select an instant payment method (e.g. bank transfer), the actual exchange rate applied at the time that the funds are received may vary from the estimate provided.
Funds transferred will be sent to your payment Wallet with OFX and then remitted by OFX to the US client account in US dollars or Australian client account in AU dollars and you are entering into a direct contractual relationship with OFX as the remittance provider. Any dividends will also be paid into your Wallet.
We may offer different payment methods and speeds to deposit funds to your Account and transfer funds between AUD and USD. Instant funding deposits and instant transfers provides you with access to funds for the purpose of trading immediately after the confirmation of the funds transfer request, or the underlying funds have been received by Douugh, depending on the payment method selected. Douugh is not liable for any losses arising from funding delays, including transfers between AUD and USD.
All client funds are custodied in the US by the Custodian and cleared by Electronic Transaction Clearing (ETC). You confirm that the intention of using these funds is not for any improper or illegal activity.
If you fund your Douugh Account directly (not explicitly within the Douugh Service, but through your own channel) you acknowledge that Douugh is not responsible or liable for any loss. Douugh does not support third party deposits. You acknowledge that third party deposits may be rejected and sent back to source and Douugh may take any other action in respect of your Account, including suspension and/or charging a fee.
Douugh provides users the ability to set rules to pull monies from their designated bank account at set intervals for a set number of occasions (Direct Debit Instructions).
By setting these rules you are confirming to Douugh that you agree to the Zepto Direct Debit terms. Upon confirmation by you, Douugh presents a copy of the Direct Debit Instructions to Zepto Payments Pty Ltd ABN 61 604 057 598 (Zepto)
Douugh will endeavour to present the Direct Debit Instructions on the set interval or the next business day (the Transaction). Douugh reserves the right to present the Direct Debit Instructions and complete the Transaction up to three business days after calendar day instructed.
You can cancel Direct Debit Instructions at any time (Direct Debit Cancellation). Douugh will endeavour to present the Direct Debit Cancellation prior the next interval. Douugh generally requires at least 2 business days notice to present to Macquarie Bank in order to cancel a Transaction.
By providing Direct Debit Instructions you are acknowledging that despite Douugh’s best endeavours to present a Direct Debit Cancellation that the Transaction may still occur. Should this occur you will be able to request that the Transaction be dishonoured via your designated bank account or, if the funds are cleared in your Douugh account, make a withdrawal request via the Douugh website. You agree that Douugh is not liable for any cost charged by your designated bank or by any other party as a result of a Transaction that occurs after a Direct Debit Instruction.
Douugh provides users the ability to set rules to buy dollar amounts of securities or managed funds at set intervals for a set number of occasions (Autoinvest Instructions).
By making an Autoinvest Instruction you are agreeing to deposit sufficient funds in accordance with the instructions via the auto deposit process and also make Direct Debit Instructions as a component part of your Autoinvest Instructions.
By setting these instructions you are confirming to Douugh that you agree for Douugh to provide instructions to our partners in accordance with their terms. Upon confirmation by you, Douugh will instruct our brokerage partners to purchase at market an amount of securities or units that is equal to or less than the dollar amount provided in your Autoinvest Instructions inclusive of brokerage costs and subject to your available balance at each interval.
Douugh will endeavour to present to our brokerage partners the Autoinvest Instructions on the calendar days or the next business day provided in your Autoinvest Instructions (the Autoinvest Transaction). Douugh reserves the right to instruct our brokerage partners to make the Autoinvest Transaction up to three business days after calendar day instructed.
You can cancel Autoinvest Instructions at any time via Autopilot Hub. Douugh may require up to 2 business days notice to cancel the next Autoinvest Transaction.
By providing Autoinvest Instructions you are acknowledging that despite Douugh’s best endeavours to cancel the next Autoinvest Transaction that the transaction may still occur. You agree that Douugh is not liable for any cost or loss incurred by you as a result of an Autoinvest Transaction that occurs after an autoinvest cancelation request is made.
You may withdraw funds from the US (subject to any hold period) to your local account at any time through instruction on the Douugh website and/or our mobile app.
When you issue a withdrawal instruction, you authorise the transfer of your US dollar funds from the US client account or AU dollars from your Wallet to your local bank account.
The US dollar funds will be sent by DriveWealth to Douugh’s FX partners (such as OFX) and remitted by OFX to a Bank account nominated by you, which must be an account in your name.
Attempted transfers made from a third party account can incur a fee of up to $25 USD in order to be sent back to source.
Douugh may in its discretion reduce the hold period for withdrawal on funds deposited without limiting its rights.
The name of the bank account which you nominate funds to be withdrawn to must match the name of your Douugh Depositing Account.
Douugh is not liable for losses arising from delays related to withdrawal of funds.
Appointment of Service Providers
You agree that we may from time to time appoint third parties to perform certain obligations under this Agreement.
Neither we nor the Licensees are participants on an Exchange. Accordingly, we have appointed DriveWealth, LLC to provide execution and clearing services for the Transactions. We may appoint other Exchange participants from time to time. You must open an account with DriveWealth or any other Exchange participant we may appoint in order to facilitate this.
You agree and acknowledge that it is necessary for you to open accounts with Service Providers and that we will arrange for applications for such accounts to be made to Service Providers on your behalf.
You provide authorisation for us to disclose personal information to third parties involved directly in delivering the Douugh Service.
You agree and acknowledge that opening a Douugh account involves usage of a Service Provider’s systems and is subject to that Service Provider’s terms and conditions. Douugh may not be a party to any agreement between you and a Service Provider.
We may remove any Service Providers or appoint any Service Providers to perform any of our duties under this Agreement. We will exercise reasonable care in the selection of our Service Providers.
You agree that we will not be liable for any losses sustained or incurred by you by reason of the acts or omissions of any Service Provider.
You acknowledge and agree to our Disclaimers in its entirety and as it relates to Douugh and our Service Providers.
Appointment as Agent
You appoint us and each of our respective agents, directors, officers, Licensee and Service Providers (as applicable) severally (each referred to as ‘Agent’) as your Agent to do in your name everything necessary or expedient to:
execute and deliver any documents necessary to ensure that the registration details of your Securities contain your true name, registration address and other necessary personal information as set out in the Application Form or otherwise provided by you;
apply for accounts on your behalf with any Service Provider;
appoint one or more substitute Agents to exercise one or more powers given to the Agent, and to revoke such appointments.
You will inform us immediately if you withdraw the authority set out in this Clause.
We recommend that you obtain professional financial, legal and taxation advice before entering into any financial investment decision. We are not a Registered Tax Agent.
As part of the Douugh Service, we will not provide you with Personal Financial Product Advice. If we provide you with general financial product advice, that advice has been prepared without considering your personal circumstances and does not take into account your specific objectives, financial situation or needs.
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.
We do not guarantee the performance of any Securities or Loan.
You must only provide Instructions and enter into Transactions for your own benefit and will not use your Account on behalf of third parties (unless agreed with us in advance).
Where the Transactions are international, they will not be subject to any rules of the ASX and you will not receive the benefit of coverage under the National Guarantee Fund. US Transactions will be subject to SIPC as per the terms and conditions.
Once you have opened an Account, you may place Instructions to buy or sell Securities. If any of your Securities are on Loan when you place Instructions to sell them, this will also terminate the Loan.
Any Instructions must be given to us through the site. Instructions are subject to the Rules and this Agreement.
You authorise us and our Service Providers to act on any Instructions we genuinely believe are given by you in accordance with this Agreement.
We are entitled to assume that any Instructions given via the Douugh site using your account details are from you. You are bound by any such Instructions.
As part of executing your Instructions, you will be charged by us and any nominated Service Provider at the rates we set, and any other applicable Fees and Charges in each case as specified on the Douugh site and/or our Mobile Application. These Fees and Charges may change from time to time and will differ depending on whether a fractional or whole interest in a Security is being purchased.
You acknowledge that the price at which the Instructions are executed may be different from the price the Security is trading at the time you give your Instructions;
We do not guarantee that your Instructions will be executed:
in full or in part;
by a certain time; or
at a particular price.
When you provide Instructions, you acknowledge that:
you represent and warrant that you are able to pay for any Securities purchased, and any liabilities that arise;
we will only permit trading in Securities where you have sufficient funds available for trade;
you will pay all associated duties or taxes before the settlement time and date specified;
we will use our reasonable endeavours to arrange for the execution of your Instructions. You will receive confirmation upon execution;
we will not be responsible for any losses you may incur as a result of any delay or error in the transmission or execution of your Instructions, and international time differences and timing of public holidays or other similar observances may lead to delays in receipt of Instructions and execution by us and our Service Providers;
instructions to buy or sell Securities may only be valid for terms that we determine from time to time and within the maximum terms allowed on the relevant Exchange;
if you request variation to or cancellation of a Transaction recorded by us, the Transaction will not be varied or cancelled until we notify you that your request has been accepted;
you will be liable to pay the applicable market fees for your trades;
you are responsible for any liability for contracts arising from your Instructions;
you will indemnify us against all loss, expense or any other liability in relation to the execution of your Instructions, except to the extent resulting from or caused by our gross negligence, fraud or dishonesty;
if you initiate a chargeback against a card funding initiated by you or fail to clear funds deposited via POLi or any funding source that we have the right to suspend your account, place a hold on your assets and execute trades on your behalf to recoup any losses incurred by Douugh;
the Douugh site is only accessible on desktop devices and that the Mobile App will allow you access to the Douugh Service on Mobile Devices;
you will be liable for losses caused by unauthorised Transactions where we can prove that you contributed to losses on the balance of probability:
through fraud or breach of the security requirements, or
from unauthorised Transactions because you unreasonably delayed notifying us after realising that the security of your Account had been breached
if you are liable for losses under this Clause, 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;
Douugh has 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 judgement is made against you in relation to such costs and expenses, you will be liable for those costs and expenses incurred by us.
Refusing Your Instructions
We and our Service Providers reserve the right to refuse to:
respond to a request for information; and/or
accept any Instruction.
Notwithstanding the fact that you can only place orders to purchase shares once you have sufficient cleared funds, we and our Service Providers can decline to act on your behalf or accept your instructions if:
you do not provide sufficient cleared funds or do not maintain sufficient funds in your Douugh Account to cover the cost of instructions (or any ancillary fees) to buy Securities before the Instruction is executed;
we reasonably believe that your Instructions are unclear, ambiguous or incomplete;
we believe that your Instructions breach (or may breach) this Agreement, any law, statutory requirements, or other regulatory requirements, including any Rules or regulations of the relevant Exchange.
We may also cancel any Transaction or generally restrict your ability to trade Securities through your Douugh Account. We do not need to provide any reason for taking such action. We will notify you, as appropriate, of any such refusal or cancellation.
Failure to Settle
Without limiting any other rights and remedies we may have at law, in equity or in statute, if you:
do not comply with the obligations set out in this Agreement or the Rules relating to a Transaction;
do not make full payment or good delivery for your Transactions by the settlement date;
make any chargeback on a card funding transaction; or
do not settle any funding from POLi or another funding service available on Douugh; then
you authorise us, our directors and employees or agents (as your Agent) to:
sell on your behalf any Securities, in your Account or in our control or possession at your risk and expense, including brokerage, stamp duty and other costs and apply the proceeds to reduce your liability to us;
liquidate your account to recover any losses or expenses incurred;
suspend your access to Douugh;
seek damages for any losses or expenses incurred; and
take whatever other action we consider reasonable in order to meet your obligations and to discharge our own obligations.
Where we have incurred additional costs, we will either set off or direct debit funds from you or demand payment from you in writing.
You authorise us to:
give you a single Confirmation for a series of Transactions rather than individual Confirmations for each Transaction in the series, and
accumulate Transactions in a particular security across multiple Exchanges on a single Confirmation and specify the volume weighted average price for those Transactions.
You acknowledge and agree that this Agreement is evidence that you have provided the authorisation under this Clause, and that this authorisation continues by you continuing to place orders with us.
You authorise us to send electronic Confirmations to your email address as notified to us from time to time.
You agree that if we issue you with a Confirmation, it constitutes evidence of the Transaction unless it includes an error. The Confirmation will be subject to the correction of errors and omissions. You must immediately notify us if you believe there are any errors contained in the Confirmation.
Your Account & Securities
Your Securities and Currencies will be held by a Custodian on your behalf. You will retain legal and beneficial ownership of the Securities (unless they are on Loan, in which case legal ownership transfers to the borrower and you will retain contractual and economic ownership of the Securities on Loan).
Your money may be passed by us or directly to a Service Provider. Your money 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.
You appoint our Service Provider to execute any Currency Conversions relating to your trades in international Securities.
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.
When you place an order or an Withdrawal, you agree to accept the indicative quote for the Currency Conversion. You agree to exchange currencies at a rate, which may be different from the estimated rate, depending on market movements and market disruption events reasonably determined by our Service Provider, and which includes the Service Provider’s fees, charges and margins for executing the Currency Conversion. You agree that if a Currency Conversion is executed at an exchange rate that clearly and materially deviates from the market price, we will promptly notify you of such error and you will not be able to rely on the indicative exchange rate.
Not all Cross-Currency transactions are supported. Some Currency Conversions may require an intermediate transaction to/from Australian dollars or another currency.
You acknowledge that Currency Conversions applied to certain payments may incur a spread, and other fees and charges, which will be payable to the Service Provider.
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, US Dollars or any other currency.
Restriction or Suspension of Access or Closure of Account
Subject to any applicable law, we can immediately close your Account or restrict or suspend your access to:
the Douugh Service;
your Account; and/or
any other services we may provide to you.
Our Service Providers may also restrict or suspend certain services provided to you via Douugh in accordance with their terms.
We may exercise our right to close, restrict or suspend in this Clause without prior notification for any reason provided we act reasonably, without limitation including if:
you fail to pay any amount that you are liable for under this Agreement when it falls due;
you breach any term on which access to the Douugh Service is provided to you including, but not limited to any policies that we reasonably require you to adhere to in using the services that are made available to you on the Douugh Service or in accordance with this Agreement;
we have reasonable grounds to believe that your continued access to your Account would result in us or you breaching, or being an accessory to a breach of, the Corporations Act 2001 (Cth) (Corporations Act), any Australian law, the law of another country or any agreement entered into by us or you in relation to the provision of services under this Agreement;
we have any reasonable grounds to believe that your Account is, or may be, being used in connection with a breach of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth)(AML/CTF Act) or a similar law of another country;
we have reasonable grounds to believe that you may have breached, or because of your continued access to your Account you will breach, any Rules including but not limited to the Market Integrity Rules and FINRA Rules;
you use (or appear to use) our website or Mobile Application in a way that we think is inappropriate or unreasonable; or
you become bankrupt or insolvent.
If we exercise our right under this Clause, we may tell you the reason for the restriction or suspension (and any conditions) as soon as is reasonably possible (unless prohibited for legal or regulatory reasons). We do not need to tell you before restricting or suspending your Account access or closing your Account. If your account is closed:
we will transfer your holdings to a third party broker nominated by you and transfer any cash balance in your Account to a bank account nominated by you, less any outstanding fees or losses to be recouped by us or our Service Providers as soon as reasonably practicable;
if you do not nominate a third party broker within fourteen (14) days of our request for such information, at our discretion we may sell any holdings in your Account. We shall not be liable for any shortfall between the amount you invested and the amount you get back after the sale; and
if you do not nominate a bank account for us to transfer any cash balance in your Account to, we may hold such cash in accordance with applicable laws.
You acknowledge that we are required by law to verify your identity before we can provide you with the Services. It is an offence under the AML/CTF Act to provide false or misleading information about your identity. You must provide all information to us which we reasonably require to adhere to Australian and foreign jurisdictional requirements in order to manage money-laundering or terrorism financing and economic and trade sanctions risk or to comply with any laws or regulations in Australia or any other country. When applying for a trading account you give us consent to provide this information to a verification service or provider or other Service Provider who will check your personal information against sources which may include databases of driver’s license and passport details.
You agree that we may delay, block or refuse to process any Transaction and give immediate notice to suspend or terminate the Douugh Service without incurring any liability if we suspect that a Transaction:
may breach any laws or regulations in any country;
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
may directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct.
You declare and undertake that the processing of any of your Instructions will not breach any laws or regulations in any country.
When applying for an account and accepting our terms and conditions you give consent for Douugh Pty Ltd to disclose your name, residential address and date of birth to a credit reporting agency, verification provider or other Service Provider and ask the credit reporting agency, verification provider or other Service Provider to provide an assessment of whether the personal information so provided matches (in whole or in part) personal information contained in a credit information file in the possession or control of the credit reporting agency or other independent data sources of the verification provider or other Service Provider to assist in verifying your identity for the purposes of the AML/CTF Act. The credit reporting agency, verification provider or other Service Provider may prepare and provide Douugh Pty Ltd with such an assessment and may use your personal information including the names, residential addresses and dates of birth contained in credit information files of you and other individuals for the purposes of preparing such an assessment. If you disagree with having your identity verified by a credit reporting agency, verification provider or other Service Provider, please contact Douugh Pty Ltd so that we can discuss other options with you.
You will retain legal or beneficial ownership (as applicable) of any Security, unless it is on Loan. While any of your Securities are on Loan you will not be able to exercise rights related to Corporate Actions. Accordingly, it is your obligation to fulfil any applicable voting or other requirements which attach to these Financial Products.
If we become aware of any matter which may require you to take a Corporate Action, we may inform you of this, but are not obligated to. It is important that you ensure we have accurate personal details for you to allow us to do this.
By entering into this Agreement, you agree and acknowledge that decisions relating to the Corporate Actions you make are separate to the discretions which will be exercised by us under the Agreement.
As the taxation implications when investing in international Securities are complex and different from investing in Securities which are in your local jurisdiction, you should seek advice from a taxation professional to evaluate whether an investment in international Securities is appropriate to your particular financial circumstances and to ascertain whether you are entitled to claim back any withholding taxes.
Securities 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.
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.
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. We recommend you consider how this may impact your particular financial circumstances.
You may be liable for tax on foreign sourced income and may be required to include this information in your Australian tax return.
We will not be liable for any tax implications and it is your responsibility to ensure that your details are up to date with the necessary regulatory body. We will assist with the filing of W8BEN and similar forms through our Service Providers, but cannot be responsible for any adverse implications.
[If there is a dividend payment or other distribution made whilst your Securities are on Loan, you will be paid an equivalent cash payment. However, generally Loans will be recalled prior to such payments, in which case you will receive dividends or other applicable distributions as usual. This income may attract withholding tax which you are liable for.]
We or our Service Providers will hold any funds we receive on your behalf in accordance with the Corporations Act. We or our Service Providers may retain any interest paid on such funds, as well as any interest paid on collateral for Loans.
You will only be eligible for payment for the Loan of your Securities from the date the relevant Securities settle with the Custodian, which is two (2) business days from the date the Transaction is first lodged (inclusive), until the date the Loan is terminated.
In the event that the borrower defaults on any Loan of your Securities, you authorise us to take any reasonable actions on your behalf (whether as agent or otherwise) and you assign to us your contractual rights to remedies in respect of a default on any Loan(s) by the borrower. We will only take such actions for your benefit for the purpose of recovering your losses resulting from a default by the borrower.
We will provide you with information concerning any Loan of your Securities via the Douugh Mobile Application and Website.
You must notify us immediately if you at any time either:
hold Securities that are the subject of a US employee benefit plan; or
hold Securities via a self-managed super fund that does not permit securities lending under the investment strategy and trust deed.
Information presented on our website and/or mobile app has been obtained from sources believed to be true. Neither we nor our associates including all officers, directors, employees, agents, third parties, service providers, Licensees, suppliers or relevant Exchanges:
make any warranty concerning the accuracy, or reliability, or completeness of the information, on or in relation to the Douugh site . The accuracy, timeliness or completeness of information is not guaranteed by us or any third party; or
accept any liability for any claim, loss or damage arising from the display or use of information on the Douugh site . In particular, we and our associates are not liable for any omission, delay or interruption in providing the Information or the information being inaccurate, incomplete, or otherwise misleading, except to the extent resulting from or caused by our negligence, fraud or dishonesty.
Service Providers, including third party suppliers may assert proprietary interests in the information or intellectual property presented.
If we provide links to other applications or provide or make available (including by way of a referral) general research, information or recommendations provided by other persons, we are not liable to you if you rely on any research, information, advice or recommendation provided by such applications, persons or service providers.
The information supplied is for your personal and private use only. You must not:
reproduce, broadcast, otherwise distribute or allow any unauthorised third party to access the information;
use the information for any unauthorised or illegal purpose; or
procure or assist another person to do an act prohibited by this Clause.
If we suspect you are in breach of this Clause we may immediately suspend your use of the Douugh Service.
You acknowledge that intellectual property rights, including graphics, logos, trade marks, distinctive brand features, designs, text, icons, the arrangement of them, sound recordings and all software relating to the Douugh site, 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.
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 notice, you must notify us immediately.
You may view and use the Douugh site 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 Douugh site without prior written consent of Douugh, or the relevant Service Provider, as applicable.
You may not modify or copy the layout or appearance of the Douugh site 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 Douugh site.
You agree to keep your password and username required to access your Account and the site and/or mobile app confidential. Any actions taken within your account will be by its authorised user only. We cannot be responsible for any loss due to unauthorised access where a user has failed or shared information.
Either party may provide notice to the other party by electronic communication such as email. Notices sent by electronic communication will be treated as having been received one hour after being sent.
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.
You must ensure that:
you provide us with a valid email address;
the details you provide to us remain up to date; and
that you notify us of any change to your details.
We do not exclude or limit the application of any statute including 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.
We, our Directors, our Licensees, Service Providers, officers or agents, are not liable for any actions, claims, demands, proceedings, liabilities, losses, damages, costs and expenses except to the extent resulting from or caused by our negligence, fraud or dishonesty due to:
us acting upon your instructions;
our refusal to act on your instructions;
any legal action;
compliance with a direction, request or requirement;
error, omission, non-receipt, or invalidity in your Instructions;
problems involving the relevant Exchange, market participant, and/or failure of an Exchange, including any error, omission, interruption, deletion, defect, delay in operation or transmission, or any other factor;
any events or circumstances that we cannot reasonably control;
any Force Majeure;
any delay, interruption, omission, failure, error or fault by us in passing on and executing your Instructions;
market movements and other risks associated with the trading and Loan of Securities, including a borrower of Securities being unable to return such Securities;
suspected or actual manipulative trading, including insider trading, false or misleading trading, market rigging and market manipulation; or
faults, errors, defects, failures in the site, the mobile app, other computer systems, or loss of access to your Account.
Subject to the provisions of the Corporations Act, Australian Securities and Investments Commission Act 2001 (Cth), Competition and Consumer Protection Act 2001 (Cth) and any other rights implied by law which cannot be excluded by agreement we and our Licensees, Service Providers our officers, employees and agents:
make no warranty for merchantability or fitness for purpose with respect to the Douugh Service, including the Services provided by the Service Providers;
exclude liability for any losses arising directly or indirectly out of a disruption to or failure of the service or error in processing a Transaction you have Instructed us to process in accordance with this Agreement. We will however correct any incorrect entry because of any disruption, failure or error and will adjust any Fees and Charges as appropriate. You agree to reimburse us any amount that has been erroneously paid to you as a result of such disruption, failure or error; any delay in providing any information or the Douugh Service to you; effecting an Instruction received from you which is unclear;
our decision to stop offering the Douugh Service in whole or part;
our withdrawal of an Exchange and/or a Security and/ or Currency from the Douugh Service;
a change in any law or a rule of an Exchange, an order or directive received from a foreign Exchange, suspension of trading, unlawful access to Service by an unauthorised person; or any Force Majeure.
You will be liable for losses caused by unauthorised Transactions where we can prove that you contributed to losses on the balance of probability:
through fraud or breach of the security requirements, or
from unauthorised Transactions because you unreasonably delayed notifying us after realising that the security of your Account had been breached.
If you are liable for losses under this Clause 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.
You indemnify us, our Licensees, Service Providers, our officers, employees, agents and our related bodies corporate for any losses arising directly or indirectly out of:
your use of the Douugh Service;
our acting on your Instructions;
your failure to comply with this Agreement;
your failure to comply with any legislation or Rule, whether foreign or domestic; and
any of your acts or omissions or that of a person acting on your behalf.
You agree to indemnify us, our Licensees, Service Providers and each of our respective members and associates, and the directors, officers, agents of either us indemnified parties) against:
any losses, liabilities or expenses incurred by you arising out of, or in connection with, any of the indemnified parties acting under, or in connection with, this Agreement except to the extent that any loss, liability, or expense is caused by the negligence, fraud or dishonesty of any indemnified party;
any losses, liabilities or expenses incurred by any indemnified party arising out of, or in connection with, a breach by you of any of your obligations under this Agreement;
any losses, liabilities or expenses incurred by any indemnified party arising out of, or in connection with, any incorrect or misleading representation or warranty given by you under this Agreement; and
you agree that the risk and liability for unauthorised instructions or fraud lies with you alone, and that you will indemnify us from all loss, costs and expenses arising from such unauthorised instructions or fraud, except to the extent resulting from or caused by our negligence, fraud or dishonesty. We hold the benefit of this indemnity on trust for each indemnified party.
Your liability to indemnify us will be reduced proportionately to the extent a negligent or fraudulent act of ours contributed to the loss.
Each indemnity in this Agreement is a continuing obligation, which is separate and independent from your other obligations, and survives termination of this Agreement.
We do not need to incur expenses or make Transactions on your behalf before enforcing our right of indemnity under these terms and conditions.
You may not assign, transfer or novate any of your rights or obligations under this Agreement without our written consent, which may be withheld by us, acting reasonably.
We may assign, transfer or novate any or all of our rights or obligations under this Agreement by giving ten Business Days written notice to you.
In the event of an assignment, transfer or novation:
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;
The new party has the same rights and obligations against you that we had prior to the assignment, transfer or novation;
We, the Licensee and Service Providers are released from any obligations arising on or after the date of the assignment, transfer or novation.
This Agreement remains in force until it is terminated or we are no longer authorised to provide the Douugh service.
Either party may terminate this Agreement:
by sending a written notice to the other party terminating the Agreement. Termination will take effect thirty Business Days after the notice is received;
immediately by written notice in the event of insolvency, bankruptcy, winding up, death or incapacity of the other party.
We may terminate the Agreement if:
You fail to pay any amount you are liable to pay under this Agreement;
You breach any term of this Agreement, or any policy we reasonably require you to adhere to and which we make available to you;
We reasonably believe that allowing you continued access to the Douugh Service would result in us: breaching the Corporations Act, the Rules, any Australian law, or the law of another country;being accessory to a breach of the kind identified in this Clause; or
We reasonably believe that your Account is being used in connection with a breach of the AML/CTF Act.
Any termination will not affect accrued rights or any commitment already entered into by us with you or for you or any provision of these Terms intended to survive termination.
If any provision of this Agreement is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall 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 shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
All parties must use all their reasonable endeavours to resolve any dispute arising in connection with this Agreement or any transactions thereunder.
If we cannot resolve a dispute to your satisfaction, depending on its nature, you can refer your complaint to:
our relevant Licensee; or
The Australian Financial Complaints Authority (AFCA) on 1800 931 678.
This Agreement shall 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.