Terms and conditions
for the Shyft App

We have defined some of the words used in this document. These words begin with a capital letter. Singular words include the plural and plural words include the singular.

We have included links in these Terms to other information that may apply to you. To view these links you will need to copy the entire web address (starting with "http://" or “https://” and ending with ".html" or ".co.za") and paste it in your browser. You must read any links that apply to you, because they form part of these Terms. If you cannot read any linked information, please contact us through Shyft Support.

1. In order for you to use the Shyft App, you must be a permanent Resident, a Foreign National residing in South Africa or, a Non-resident. You must also be 18 or older.
2. You must provide us with all information and documents required by FICA if we do not already have them.
3. To sign up you must provide your email address, identity number and any other information that we request. We will send you an email to confirm whether your registration has been successful. Once your registration has been confirmed and we have all the information and documents required by us and FICA, you can start using the Shyft App.
4. If you upload your FICA documents to the Shyft App using our digital onboarding process, it may take up to 24 hours for us to verify your information and provide you with registration details.
5. You will be required to confirm that you have read, understood and accept these Terms.
6. We may decline your application to open a Shyft account or to register for the Shyft App and may also decline future applications by you, for any reason.
7. Standard data costs will be charged by your ISP every time you use the Shyft App.

1. To top up your Wallet, click on the “top up Wallet” icon in the Shyft App. The Shyft account details and a unique reference number will be shown. You can make a payment into the Shyft account from an Account using internet banking or your mobile banking app. You must use the unique reference to allow us to allocate your payment correctly. It may take up to 7 Business Days for the funds to reflect in your Wallet.
2. We will not be responsible for any losses you may suffer if there is a delay in the funds reflecting in your Wallet because of circumstances out of our control, for example if you enter the incorrect reference.
3. If you are a Resident or a Foreign National, you can transfer funds out of your Wallet and into another bank account held in your name (Receiving Bank Account) by clicking the “Request Refund” button and entering the details of the Receiving Bank Account.
4. To make the transfer described at clause 5.3, you must ensure that you enter the correct bank account details for the Receiving Bank Account when prompted. We are not responsible for any losses you may suffer if you provide us with incorrect, incomplete or invalid bank account details.
5. If you are a Non-Resident, to cash-out the funds in your Wallet, you must make an International Payment to another bank account held in your name (Receiving Bank Account).
6. Transfers to Receiving Bank Accounts can take up to 7 Business Days to clear and be reflected in the Receiving Bank Account. Please note that you must be the primary account holder of the Receiving Bank Account – funds may not be transferred out of your Wallet into a bank account which is held by a third party.
7. We will not be responsible for any losses you may suffer if the bank where the Receiving Bank Account is held rejects or delays any payment you make to such bank.

1. You can use the Shyft App to buy and sell Foreign Currency, being US Dollars, Pound Sterling, Australian Dollars or Euros, where the following codes are used:
   1. for Residents, FinSurv Reporting Categories Code 511 04 (investment by a Resident individual not related to the investment allowance – deposits with a foreign bank);
   2. for Foreign Nationals, BOP Category Code 417 (foreign national contract worker remittances, excluding compensation);
   3. for Non Residents, BOP Category Code 510/02 (Investment by a non-resident individual – other).
2. The Exchange Rate applicable to buying or selling Foreign Currency is determined by us. You will not be charged any commission or fees when buying or selling Foreign Currency using the Shyft App except where you make a payment from your Wallet to a beneficiary Account.
3. Once you have provided all the requested information, the Exchange Rate will be displayed. The Exchange Rate will be updated from time to time and a new Exchange Rate will be displayed, which may or may not be the same as the previous Exchange Rate.
4. You can have one Pocket for each type of Foreign Currency offered on the Shyft App. Each Pocket can only be loaded with one type of Foreign Currency.
5. If you are exchanging Foreign Currency between Pockets, for example buying Euros with US Dollars, when you accept the Exchange Rate, your US Dollars Pocket will be debited and your Euros Pocket will be credited.
6. If you want to cancel, change or stop an instruction relating to buying or selling Foreign Currency after you have sent it to us, you must contact us through Shyft Support. Please note that we may not be able to cancel, change or stop the instruction, and you will be liable for any fees or losses that we may incur attempting to do so.
7. If you want to buy Foreign Currency after hours and/or when the markets are closed, we will offer you an Exchange Rate which may be higher than the last available Exchange Rate.
8. When you accept the Exchange Rate and these Terms, and make the declaration applicable to your purchase of the Foreign Currency, the Exchange Rate will be booked and you will be liable for all amounts owed to us in this regard.
9. You can set your Account up as a beneficiary on the Shyft App and then transfer funds from your Wallet into your Account. This may take up to 3 Business Days and we will charge you a fee for the transfer. The fee will be displayed before you make the payment.
10. Please note that you will not earn interest on any Foreign Currency in a Wallet.

1. You can use the Shyft App to make International Payments from a Pocket in your Wallet.
2. You may not make an International Payment without giving us the requested information and adhering to the Regulations and any other Applicable Laws, however, we may require additional information from you at any stage of the International Payment process, including after the International Payment has been made and in these circumstances, you must provide such additional information to us as soon as possible after being requested to do so.
3. You may not make an International Payment if you are not compliant with FICA.
4. Please note the following when using the Shyft App to make an International Payment:
   1. your daily payment limit will apply when you wish to make an International Payment. This means that you will not be able to make an International Payment if you have exceeded your daily payment limit;
   2. if you are a Foreign National, you may not make an International Payment with funds you brought into South Africa or which are ring-fenced. Only funds which you have received or earned in South Africa can be used. You confirm by accepting these Terms and making International Payments, that all funds transferred using the Shyft App have been received or earned in South Africa.
5. We will charge you a fee for making the International Payment. Our fees and charges are displayed on the Shyft App.
6. You need to ensure that you have enough funds in your Wallet to make the International Payment. The relevant Pocket in your Wallet will be debited with the payment amount, including fees.
7. Please note that you will not earn any interest on the amount debited from the Wallet from the date that it is debited to the date of payment to the beneficiary.
8. You accept that an International Payment takes a minimum of two Business Days to be completed. This period may be extended or the International Payment may be cancelled due to circumstances beyond our control, including in terms of Applicable Laws or the laws in the jurisdiction of the beneficiary’s bank or any correspondent or intermediary bank. If this happens we will contact you and you must provide the information required by the beneficiary’s bank, intermediary bank or correspondent bank. If you do not provide the information immediately, the International Payment may be cancelled or delayed.
9. Where an International Payment is delayed or temporarily suspended due to circumstances beyond our control, we will need a minimum of 14 days to investigate the reason for the delay or temporary suspension. We cannot guarantee a specific outcome or that information will be available during or after our investigation, as we are dependent on the intermediary or correspondent bank to assist us. If the delay or temporary suspension is imposed by the intermediary or correspondent bank because the beneficiary needs to provide information or complete compliance processes, the beneficiary must fulfil the requirements and comply with the instructions of the intermediary or correspondent bank for the International Payment to be paid to the beneficiary.
10. If the International Payment reflects our system as “paid” or “completed” but has not been received by the beneficiary, you must contact the beneficiary directly and ask them to communicate with the correspondent or intermediary bank for resolution. We will use our reasonable efforts to trace the International Payment, however, we are reliant on the beneficiary and correspondent banks to update us. We will provide you with these updates when we receive them.
11. If the International Payment is delayed by the beneficiary’s bank, a correspondent bank or intermediary bank, we cannot recall or reverse it.
12. If we are required to cancel an International Payment because of any Applicable Laws or the laws in the jurisdiction of the beneficiary’s bank, a correspondent bank or an intermediary bank after your Wallet has been debited, we may refund you, but you will not receive the full value of the International Payment due to (i) our fee charges and/or (ii) exchange rate fluctuations. We will not be liable (responsible) for any loss you or any third party may suffer in this regard, and you indemnify us against any loss or damage which we may suffer as a result thereof.
13. An International Payment may be cancelled if you give us incorrect details about the beneficiary or the beneficiary’s bank. In this case, we will try to contact you to let you know that the International Payment cannot be processed. You will have to pay all costs for cancelling the International Payment or making it at a later date. We may need further instructions from you and you may need to submit a new written instruction for the International Payment to be processed.
14. If you want to recall an International Payment, you can contact us through Shyft Support and we will do our best to contact the beneficiary’s bank to request that the International Payment be recalled, however, we cannot guarantee that the International Payment can or will be recalled. We rely on responses from the beneficiary’s bank network to process any recalls and payments could take up to 6 weeks to be returned to us. Please note that the decision on whether to accept or reject a request for the recall of the International Payment is in the sole discretion of the beneficiary’s bank.
15. If the beneficiary’s bank agrees to recall the International Payment and returns the payment to us, we will credit the Pocket in your Wallet from which the International Payment was made with the amount received from the beneficiary’s bank, less our fees and any fees charged by the beneficiary’s bank. Please note that due to Exchange Rate fluctuations, this may not be the same amount as the value of the International Payment.
16. If the beneficiary’s bank rejects our request to recall the International Payment, you may still have to pay fees charged by the beneficiary’s bank and we will debit these fees from your Pocket(s). In these cases, you will not receive any amounts from us for the International Payment and will need to deal directly with the beneficiary if you want to be refunded.

1. You will pay for all the costs associated with the transfer of the International Payment and the beneficiary will pay all costs associated with receiving the International Payment. his includes the beneficiary’s bank’s fees and any correspondent or intermediary bank’s fees. This means that the beneficiary will not receive the full amount of the International Payment after the beneficiary’s bank’s fees and any correspondent or intermediary bank’s fees have been deducted from the International Payment. We do not have any control over the amount of the fees charged by the beneficiary’s bank’s and any correspondent or intermediary bank.
2. Our fees are set at a flat rate and are charged in the currency in which you make the International Payment. SWIFT fees may also apply to the International Payment.
3. Our fees will be displayed for you to accept before you proceed with the International Payment.
4. You authorise us to debit your Wallet with any amounts relating to the International Payment, including our fees.
5. Please note that when making an International Payment using the Shyft App, you will not qualify for any special rates or existing allowances which would otherwise be available when making payments using other platforms (for example, staff rates, private client rates and special pensioner rates).

1. You can make a payment directly into the Wallet of another registered Shyft user using the Shyft App (Shyft to Shyft Payment). Shyft to Shyft Payments may only be made in a single currency, for example, you cannot make a Rand payment into the US Dollar Wallet of another user.
2. We may impose limits on the amounts you can send or receive in respect of Shyft to Shyft Payments per month, from time to time.
3. We keep all records relating to Shyft to Shyft Payments (including details of the parties and amounts transferred) for a period of 5 years and are required to make them available to FinSurv on request.

1. You can use Shyft to create a Virtual Card and for the Virtual Card to be credited with funds from a Pocket in your Wallet. You can apply for up to ten Virtual Cards for each type of Currency available on the Shyft App.
2. Once you have created your Virtual Card, we will provide you with a 16-digit Virtual Card number, expiry date and 3 digit CVV security code.
3. The Virtual Card can be used where a physical card is not required (for example on the internet, over the phone or by mail order). It cannot be used where a physical card is required, such as for face to face transactions at merchants, financial institutions or automated teller machines.
4. You can make payments with the Virtual Card by providing a merchant with the card number, expiry date and 3-digit CVV security code.
5. A Virtual Card cannot be used for a transaction that exceeds the available balance on the Virtual Card. For such a transaction you can pay the difference by another method if the merchant agrees.
6. The Virtual Card is valid for one year from the date we issue it to you or when the value of the Virtual Card has been used, whichever is earlier. You can stop (deactivate) and reactivate the Virtual Card at any time during this period. When the Virtual Card expires, the remaining available balance will be moved to the relevant Pocket in your Wallet or Account.
7. You can view the balance and transaction history of a Virtual Card on your Profile.
8. The terms in Schedule 1 of these Terms apply to your use of the Virtual Card.

1. When you apply for a Shyft Card, you can choose which Pocket in your Wallet will be debited with the amount to be credited to the Shyft Card.
2. You can top-up (credit) your Shyft Card using the Shyft App whether you are in South Africa or overseas, as long as you have access to the Shyft App and sufficient funds in the relevant Pocket in your Wallet.
3. You will only be able to use your Shyft Card outside the Common Monetary Area, being South Africa, The Republic of Namibia, the Kingdom of Lesotho and the Kingdom of eSwatini.
4. You can also use the Shyft App to order a Shyft ZAR Card. You will only be able to:
   1. use the Shyft ZAR Card in South Africa;
   2. use the Shyft ZAR Card for transactions in South African Rands; and
   3. top-up (credit) the Shyft ZAR Card with South African Rands.
   4. The terms in Schedule 1 of these Terms apply to your use of the Shyft Card and the Shyft ZAR Card.

1. We may delay or suspend payment of a transaction amount where:
   1. the amount is not in line with our risk detection parameters (these are measures that we use to help us categorise, evaluate and prioritise risks and they are confidential to us); or
   2. we believe that the transaction, or the batch it is in, is invalid, is linked to any prohibited activity or may harm someone.
2. We may immediately block your Card, for example:
   1. If we suspect that Sanctions will be imposed on you or that you are involved in any Prohibited Activity.
   2. If your Card has expired and you have not ordered a replacement Card.
   3. If you have breached these Terms.
   4. If we don’t have all the documents and information we require in terms of FICA.
   5. If we suspect that we are exposed to risk through your use of the Card or we suspect that you are exposed to risk.
   6. If we are required by law or by any regulatory authority or payment scheme or ordered by a court of law to do so.
3. Where possible we will try to give you notice before we block your Card. Depending on whether or not it is necessary to protect our rights and those of any affected third parties, we may also secure the money related to the impacted transaction and transfer it into a suspense account.
4. There are circumstances under which transactions can still be processed even after the Card is blocked. You are liable for all such transactions.

1. For Residents, the SDA is provided by the FinSurv to Residents who are 18 years old or older. It allows for Transactions of up to R1,000,000 per annum, starting on 1 January and ending on 31 December, without the requirement to obtain a tax clearance certificate or provide any documentary evidence.
2. The SDA and dispensation to carry out the Transactions without the production of any documentary evidence may not be used to disguise Transactions which may otherwise be refused under normal circumstances.
3. As a Resident, once your SDA has been fully utilised for the calendar year, you will no longer be able to use the Shyft App to buy Foreign Currency, however, you will be able to use the other functions offered by the Shyft App. Alternatively, you can conclude further Transactions for certain FinSurv Reporting Categories Codes by visiting a Standard Bank branch and providing the required supporting documentation and tax clearance certificate, if necessary.
4. You acknowledge and declare that as a Resident:
   1. you are aware of the SDA limit of R1,000,000 (one million rand) for each calendar year;
   2. no Transaction will cause you to exceed the SDA limit; and
   3. the Transaction falls under the BOP Category Code 511 044 (investment by a Resident individual not related to the investment allowance – deposits with a foreign bank).
5. You acknowledge and declare that as a Foreign National:
   1. the Transaction falls under BOP Category Code 417 (foreign national contract worker remittances, excluding compensation);
   2. you may not buy Foreign Currency with funds you brought into South Africa or which are ring-fenced. Only funds which you have received or earned in South Africa can be used. You confirm by accepting these Terms and buying Foreign Currency, that all funds used have been received or earned in South Africa;
   3. you are only able to buy Foreign Currency during the period for which there is a valid work permit and in accordance with the limits applicable to them, as calculated at the time of opening the Account.
6. If you are a Non-Resident, we may impose Transaction limits from time to time.
7. You must make an electronic FinSurv or BOP declaration (as applicable) before the Transaction is completed. If you make a false declaration, you may have to pay a fine and/or face prosecution.
8. We are required to report Transactions to the FinSurv and, in the case of Foreign Nationals and Non-residents, for the purposes of BOP Reporting. You confirm that the information you have given us for both FICA and reporting to the FinSurv is up to date, true and correct. If required to do so, we may also report the Transaction to SARS.
9. You acknowledge that we may be required by various laws to provide your personal information to the Financial Intelligence Centre, the FinSurv and/or SARS.
10. You may not make International Payments that require documents to be given to Standard Bank or the FinSurv. Only International Payments that do not require such documents may be made.

1. You must not:
   1. use the Shyft App to finance any Sanctioned Entity;
   2. make the proceeds of the Wallets or Pockets available to any person who may use or intends to use the proceeds to finance a Sanctioned Entity’s activities;
   3. act in a way that benefits a Sanctioned Entity;
   4. be involved in any Prohibited Activities; or
   5. use any product or service provided by the Standard Bank Group for any Prohibited Activities.
2. You warrant (promise) that you are not and if you are a company, none of your Affiliates are:
   1. a Sanctioned Entity; or
   2. being investigated for any activities relating to Sanctions.
3. You must let us know immediately in writing if you or one of your Affiliates are being investigated for any activities relating to Sanctions.
4. You indemnify us against (you are responsible for) any fines, penalties, losses, damages, costs, actions, proceedings, claims or demands (Losses) which we may suffer because:
   1. any funds are seized or withheld by any Sanctioning Body or any other third party (including by us); or
   2. you breach this clause 15.
5. If we know or suspect that you are in breach of this clause 15 or you are about to become subject to Sanctions, we can immediately, in our sole discretion:
   1. close, restrict activity or suspend access to the Shyft App and any other product or service we provide you; and/or
   2. cancel these Terms and/or any other relationship which we have with you.
6. We are not liable (responsible) to you for any Losses you suffer if we cancel these Terms or any other relationship which we have with you.

1. When you use the Shyft App you communicate with us using a Device, so there is no direct personal contact between you and us.
2. We will act on all instructions that come from you, even if they are actually coming from someone pretending to be you. After you have successfully signed up for the Shyft App, we may assume that any activity or instruction that we receive from you through the Shyft App is genuine. Even if someone else used your Profile or Password to send us an instruction through the Shyft App, we may carry out an instruction as if you have authorised it.
3. We are not responsible for any loss or damage you suffer if you enter the wrong details for a Transaction or because you repeated a payment instruction (sent it through more than once) and we then made more than one payment. You waive (give up) any claim against us if this happens.
4. You must think about the effects of each Transaction, including the tax effects.

1. You must keep your Password secret and safe – someone who knows it could get access to your Profile and steal your money or use your Profile information illegally.
2. It is not safe to keep your Password on a Device.
3. You waive (give up) any claim you may have against us for any loss or damage you may suffer if you have not kept your Password safe.
4. No person ever has a good reason to know or ask for your Password, so you must never give it to anyone.

1. We are not responsible for any loss or damage you may suffer because someone uses your Password or your Device. We urge you to password protect your Device to protect against any fraudsters/hackers impersonating you.
2. Do not use any public Device, for example a computer at an Internet café. Public Devices are not safe because you do not know what software or hardware may be on them. For example, they may use spyware to find out numbers or passwords you type on a keyboard. These could be used to find information about your Profile and to defraud you or steal money.
3. If your Device is lost, stolen or not in your possession (you do not have it with you), you have lost your Password or you suspect that someone may have unauthorised access to your Password you must immediately use another Device to access the Shyft App and reset your Password or contact Shyft Support and we will reset your Password. We will not be responsible for any losses you may suffer because you did not notify us. We and our service providers will not be liable for any loss or damages of any kind that may arise as a result of the unauthorized use of your Device or Password by someone else, either with or without your knowledge.
4. We will never send you a link to disclose your personal information. Please send an email to phishing@standardbank.co.za to report phishing or any suspicious transactions.
5. Immediately inform us and your mobile network operator if your Device is stolen or if you believe you have been a victim of a SIM swap and also report the incident to the police station.
6. Immediately change your email password and other Passwords if you suspect that your email address or other personal information has been compromised or your Device has been stolen.

1. You must keep your Device software up to date. If you do not, the Shyft App may not work properly and this could increase your security risks.
2. We do not guarantee or suggest that any file, download or application on the Shyft App is safe to use on any computer. We cannot guarantee that the system does not have software or data that can negatively affect a computer system, such as viruses, trojans and other malicious (dangerous) software.

1. We and/or our third party licensors (as applicable) own and will continue to own the Intellectual Property Rights in and to the Shyft App (which includes any updates to it), and all content in it or sent to and from it.
2. Even if any content on the Shyft App is not confidential or there are no Intellectual Property Rights in it, we and/or our third party licensors (as applicable) own the content and you have no rights in it.
3. We give you the right to use the Shyft App subject to these Terms and any other terms or conditions which may apply to you from time to time. We can take away your right to use the Shyft App at any time. You may not transfer your rights to use the Shyft App to any other person. We may allow other persons to use the Shyft App at the same time as you. The Shyft App is licensed to you only. You may not grant any rights of use or any other rights in respect of the Shyft App, the Intellectual Property Rights in it, or any content on it (including content belonging to third parties) to any other person.
4. You may only use the Shyft App in line with and for the purposes set out in these Terms only and for no other purposes.
5. Your licence to use the Shyft App and the Intellectual Property in it will start when you register for the Shyft App and will carry on until your licence ends in line with these Terms.
6. You may not in any manner exploit the Shyft App and any Intellectual Property in it for commercial gain of any nature.
7. You may not copy, adapt, modify, alter, de-compile, reverse engineer, attempt to derive the source code of, create derivative works of, or otherwise attempt to reproduce the Shyft App, the Intellectual Property in it, its content, its design, any updates to it, or any proprietary features in or to it, or any parts of it. This prohibition applies to any content belonging to third parties that is found on the Shyft App.
8. You must not establish a hyperlink, frame, metatag or similar reference, whether electronically or otherwise, or any other reference to the Shyft App.
9. You indemnify us against all actions, claims, costs, demands, expenses and other liabilities suffered or incurred by us as a result of any claims initiated and/or instituted against us relating to your unauthorised use of the Shyft App and/or any Intellectual Property Rights in it.

1. You consent to us collecting your Personal Information from you and where lawful and reasonable, from public sources for credit, fraud and compliance purposes, as well as the purposes set out below.
2. If you give us Personal Information about or on behalf of another person (including, but not limited to beneficiaries), you confirm that you are authorised to: (a) give us the Personal Information; (b) consent on their behalf to the Processing of their Personal Information, specifically any cross-border transfer of Personal Information into and outside the country where the products or services are provided; and (c) receive any privacy notices on their behalf.
3. You consent to us Processing your Personal Information:
   1. to provide products and services to you in terms of these Terms and any other products and services for which you may apply;
   2. to carry out statistical and other analyses to identify potential markets and trends, evaluate and improve our business (this includes improving existing and developing new products and services);
   3. in countries outside the country where the products or services are provided. These countries may not have the same data protection laws as the country where the products or services are provided. Where we can, we will ask the receiving party to agree to our privacy policies;
   4. by sharing your Personal Information with our third-party service providers, locally and outside the country where the products or services are provided. We ask people who provide services to us to agree to our privacy policies if they need access to any Personal Information to carry out their services; and
   5. within the Group.
4. We may also use your Personal Information to:
   1. send you technical notices, updates, security alerts and support and administrative messages;
   2. respond to your comments, questions and requests;
   3. communicate with you about products, services, offers, promotions, rewards and events offered by us, and provide news and information we think will be of interest to you;
   4. personalise and improve the services we provide you;
   5. meet the requirements of any applicable law, regulation or legal process;
   6. investigate fraud inside and outside the Shyft App;
   7. provide you with customer support when things go wrong;
   8. provide you with processing and tracking information regarding your transactions;
   9. improve and build features and services you or other users may want.
5. You will find our Processing practices in the Group’s and our privacy statements. These statements are available on the Group’s websites or on request.
6. If you are unsure about your tax or legal position because your Personal Information is Processed in countries other than where you live, you should get independent advice.

You will cover (pay for) any loss or damages that we may suffer on your behalf because:

1. you breach any of these Terms;
2. you give us wrong instructions or information; or
3. someone used your Password or Device to access the Shyft App without your permission and this was not because of our own negligence (carelessness).

You confirm that:

1. you are able to enter into a contract (you have full contractual capacity) and no court has declared you mentally unfit to do so;
2. you have given us the right information; and
3. you have read and understood these Terms before entering into this agreement.

1. Your use of the Shyft App depends on factors beyond our control, such as the network coverage or availability of your mobile network operator or ISP. We are not legally responsible and cannot be blamed for any loss or damages you may suffer if you cannot access the Shyft App because of factors beyond our control.
2. Information on the Shyft App is provided "as is" and we will not be responsible for any damages that may follow if you rely on it.
3. We (our owners, employees, consultants, agents or any person connected to the Group) are not responsible for any direct or indirect loss or damages related to your use of the Shyft App, for any reason, even if we were told that loss or damage was possible. We are not responsible for any loss or damages caused by:
   1. someone finding out your Password and using it to register for the Shyft App, use your Profile or fraudulently transact on your Account;
   2. any technical or other problems (interruption, malfunction, downtime or other failures) which affect the Shyft App, our banking system, a third-party system, any part of any database or your Device, for any reason;
   3. any Personal Information or other information being lost or damaged because of technical problems, power failures, unlawful acts (such as data theft), a harmful computer program or virus, or your own negligence (lack of care);
   4. any failure or problem affecting goods or services provided by any other party, for example, a telecommunication service provider (such as Telkom), mobile network operator, ISP, electricity supplier (such as Eskom), or a local or other authority; or
   5. any event that we have no direct and/or complete control over.
4. We do not support International Payments or payments with Virtual Cards to Crypto Currency Exchanges. We will not be responsible for any loss you may suffer in connection with these payments, including as a result of the payment failing.

1. We may make announcements to you about changes or updates to these Terms, or any of our services. We may do this via the Shyft App, or by sending you an email, SMS or using another communication technology.
2. If an announcement about the Shyft App has contractual (legally binding) terms relating to the Shyft App, these new or updated terms will be seen as being included in these (original) Terms. By continuing to use the Shyft App, you agree to these updated changes.

1. If you want to close your Shyft account and end your relationship with us, you must inform us by written notice at least 30 days’ in advance and once we receive this notice, we will advise you of the process to be followed to close your Shyft account.
2. We may end our relationship with you, stop you from using the Shyft App and close your Profile at any time, by giving you written notice and will contact you to advise you of the process to be followed to close your Shyft account.
3. We may end our relationship with you, stop you from using the Shyft App and close your Profile immediately, without giving you notice if we:
   1. believe or suspect you are using the Shyft App wrongly or unlawfully, illegally or for any illegal purpose; or
   2. that you have breached these Terms; or
   3. must do this for legal reasons.
4. We may stop you from using the Shyft App if you do something that is against these Terms, and do not make it right within five days after we have asked you to. Even if you do make it right, we may still take steps against you, such as applying to court for an interdict (ban) or other order against you.
5. If our relationship with you in respect of the Shyft App ends for any reason, this will result in the cancellation of your access to and your use of the Shyft App (and the Intellectual Property in it) and where applicable, any Shyft Card, Shyft ZAR Card and Virtual Card, and you must immediately stop all use of the Shyft App, the Intellectual Property in it and any Shyft Card, Shyft ZAR Card and Virtual Card.

1. If you have a complaint about your use of the Shyft App or these Terms, please follow our complaints process, which is available at: https://www.standardbank.co.za/southafrica/personal/about-us/regulatory/complaints-process. .
2. If you are not happy with the way the complaint is settled once you have followed this process, you may send the complaint to the Ombudsman for Banking Services (Ombudsman) or a similar forum.
3. The contact details for the Ombudsman are in clause 10 of The Code of Banking Practice. This is available in our branches or online at: https://www.standardbank.co.za/southafrica/personal/about-us/regulatory/complaints-process.
4. We have also included the Ombudsman’s contact details at the end of this document.
5. You may also approach any South African court of law that has jurisdiction (authority in this area).

1. We choose the registered address on our website at http://www.standardbank.co.za as the address where any legal document or notice must be served or delivered to us (our domicilium citandi et executandi).
2. You choose your last street address you gave us in respect of your Account as the address where any legal documents or notices may be served or delivered to you (your domicilium citandi et executandi).
3. We may send other written communication or notice to your street, postal or email address.
4. Any legal document or notice to be served in legal proceedings must be written on paper. The relevant provisions of the Electronic Communications and Transactions Act 25 of 2002 (for example sections 11 and 12) do not apply to these documents or notices.

South African law will govern these Terms.

1. Headings in these Terms are only for information and may not be used to interpret these Terms.
2. South African time applies when working out any dates or times.
3. If any dispute results from technical issues related to the Shyft App, a court or arbitrator will interpret these Terms practically, without focusing too much on technical issues.
4. Any extension of time or other indulgence we may allow you will not affect any of our rights, whether the indulgence is express or implied. We do not waive (give up) any of our rights.
5. If any clause in these Terms is invalid or illegal or cannot be enforced, the other clauses will still be valid.
6. You are responsible for making sure that you never use the Shyft App for any illegal purpose. You will be legally responsible for any illegal transactions that you make.

1. If you have any questions about the Shyft App or do not understand anything about these Terms, please contact us through Shyft Support.
2. We will try to resolve queries as quickly as possible, but may be subject to delays beyond our control as we are reliant on the beneficiary’s bank and other third parties.
3. If you have a problem and we do not solve it, or you are not happy with the way that it was solved, you may contact the Ombudsman for Banking Services:
   1. telephone: 0860 800 900 or +27 712 1800;
   2. email: info@obssa.co.za; or
   3. website: http://www.obssa.co.za.

1. Your liability for transactions
   When the Card is used in a transaction, we assume that this transaction has been authorised by you, even if it took place without your knowledge or consent or was not authorised by you. This means that unless you notified us beforehand of any unauthorised access to or use of your Card or Passwords, or your Card is compromised (someone uses your Card without your knowledge or permission), you are liable for all losses in connection with that transaction.
2. Confirming and authorising transactions
   
   1. There are a number of ways in which you may be able to confirm a transaction. These include:
      1. signing your name;
      2. holding your Card in front of a contactless card machine;
      3. entering your Card PIN; and
      4. entering your Card details and any other information required (including any Passwords).
   2. Before you confirm a transaction, you must check that the transaction amount is correct and be sure you wish to proceed with the transaction.
   3. After you have confirmed a transaction, it may need to be authorised. The available balance you can access will then reduce. Sometimes a transaction will not be completed after it is authorised, for example where a merchant does not process their transactions until later. If this happens, the transaction amount may be deducted from your card sometime after the transaction took place. You must always make sure that you have enough money on your Card to pay for the transaction, irrespective of when the merchant processes it, as you are liable to pay for it.
   4. We have the right to decline any transaction, but we will typically only do this in the following instances:
      1. Where the transaction would cause you to exceed your available balance. (If, as a result of a transaction or the posting of other transaction fees or interest, you exceed your available balance, this does not mean that credit has been extended to you by us and you must immediately take steps to correct this. You are responsible for keeping track of your available balance.)
      2. If the transaction would cause you to exceed any of the limits that apply to your Card.
      3. If we believe the transaction is not aligned with the parameters we have for you.
      4. If we believe the transaction may be linked to any Prohibited Activity.
   5. We are not liable if you suffer any loss because of our decision to decline a transaction.
3. Protecting your card and passwords
   
   1. You must take all necessary steps to prevent unauthorised or fraudulent use of your Card and Passwords.
   2. You must comply with all security guidelines that we may provide to you from time to time. For example:
      1. When using your Card at a merchant’s card machine, you should always keep the card in sight. Try to insert, swipe or tap your card yourself and not hand it over to a merchant or any other person to do this for you.
      2. If you are using an ATM (automated teller machine), always be alert and aware of your surroundings. Never accept help from strangers when using an ATM – if your Card is swallowed (retained) by the ATM, or you think your Card has been swallowed, contact us immediately to block your Card.
      3. Do not write your card PIN on the card or anything that is kept with the Card. Be careful that no one can see you enter your card PIN when you use it. To keep your card information confidential, always take your transaction receipts or ATM statements with you.
      4. Protect your Passwords and keep them confidential and only use them for the transaction you have received them for – there is no reason for any person, including our staff, to use them or know about them. You are liable for the use of the Passwords that you receive and all activities that occur by means of the Passwords. Even if you enter your Passwords correctly, we cannot guarantee that a transaction will not be subject to fraud.
      5. If someone manages to steal or compromise your Card and they also have your Passwords, they could use your card to do transactions up to the maximum limits that apply and transfer all the money out of your card.
4. Fees and costs that relate to the use of the card
   1. The fees for the use of the card are set out in our Pricing Guide at https://www.standardbank.co.za/static_file/South%20Africa/PDF/Personal%20Pricing/2022/Forex_Pricing_Guide_2022.pdf.
   2. You will not be paid any interest on the available balance.
5. What to do if you have a problem
   
   1. Security problems and unauthorised transactions
      If your Card is lost or stolen, or if you believe that your Passwords have been compromised or that your Card has been used to do transactions without your permission, or if you become aware of any suspicious or unauthorised transactions on your Card, you must contact us immediately to block your Card. If you fail to do so, you may be liable for any losses that result from your failure to notify us or any delay in doing so.
   2. Your liability for transactions before the Card was blocked
      Even if you have asked us to block the card or blocked it yourself, you will remain liable for all transactions processed before the Card was blocked, including:
      1. Any transaction where you breached these Terms, before or after the Card was blocked.
      2. Any transaction that you authorised against your Card (including a recurring transaction, such as a magazine subscription, before or after the card was blocked).
      3. Any transaction that you authorised before the Card was blocked but that was processed afterwards (for example if the original transaction was processed offline, or if the merchant processed the transaction late).
   3. Other transaction disputes
      
      1. If you are not happy with goods and services you have purchased with your Card or you believe the merchant has charged you incorrectly, you should first try to resolve your dispute with that merchant. It is your responsibility to comply with any terms that a merchant imposes on you in respect of a transaction.
      2. If you have a dispute with a merchant, that dispute does not give you the right to:
         1. Instruct us to refuse to pay the merchant for goods purchased or services obtained by you on your Card. If we make a payment to a merchant for your transaction, it is final;
         2. refuse to pay us for payments already made to the merchant, whether or not such payment was made in respect of the goods that are the subject of a dispute, or
         3. instruct us to reverse a payment already made to the merchant.
      3. Merchants are responsible for their transactions and they are separate from Standard Bank. We will not be held liable if a merchant does not accept your Card or if you have a complaint about goods or services that you paid for with your Card.

If you wish to use the Shyft Investments product available on the Shyft App you agree to the following terms and conditions which will form, supplement and form part of the Terms. These additional terms and conditions will be read together with the Terms as part of one agreement.

1. DEFINITIONS – INTERPRETATION OF TERMS
   In these Terms of Business (hereinafter the "Terms") the following terms shall, unless the context indicates otherwise, have the following meanings:
   1. "Account Statement" shall mean a periodic statement of the transactions credited or debited to each of the Trading Portfolios (as the case may be);
   2. "Account Summary" shall mean a statement of your securities portfolio, open positions, cash etc. at a specific point in time in respect of the Trading Portfolios but segregated per denominated currency;
   3. "Agent" shall mean an individual person or legal entity undertaking a transaction on behalf of another individual person or legal entity but in his/its own name;
   4. "Authorised Person" shall mean a person you authorise to give instructions to Standard Bank on your behalf;
   5. "Best Execution Policy" shall mean Standard Bank's prevailing policy available on the Website regarding best execution when executing client orders;
   6. “Code of Ethics” shall mean Standard Bank's prevailing code of ethics which is available on http://www.standardbank.co.za;
   7. "Commissions and Charges Schedule" shall mean the schedule of commissions, charges, interest and other rates which at any time may be applicable to the Services as determined by Standard Bank from time to time. The Commissions Charges Schedule is available on the Shyft App or as set out in an addendum to these Terms and may be supplied to you on written request;
   8. “Corporate Actions” shall mean a corporate event that is initiated by the issuer of the Securities and may impact the price of the relevant Security. Corporate Actions include share issues, mergers, conversions, share splits, sell-offs and dividends;
   9. “Dividend Reinvestment Rate” shall mean the rate defined by the issuer of the Securities at which dividends will be converted into Securities
   10. "Durable Medium" means any instrument which enables you to store information in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored;
   11. "Events of Default" shall have the meaning given to this term in Clause 34.37;
   12. “Ex-Date” shall mean the effective date of the Corporate Action; the date on which or the date after a security trades without its previously declared dividend or distribution.
   13. "Inside Information" shall mean non-published information which is likely to have a noticeable effect on the pricing of a contract if it was made public;
   14. “Instruction Deadline” shall mean the deadline provided to you on the Trading Platform for you to give its instructions regarding a Corporate Action;
   15. "Market Maker" shall mean a professional participant in the financial markets who continuously offers purchase and sale prices for a financial instrument in order to buy and sell respectively in the event of interested clients;
   16. "Market Rules" shall mean the rules, regulations, customs and practices from time to time of any exchange, clearing house or other organisation or market involved in, or otherwise relevant to, the conclusion, execution, terms or settlement of a transaction or Contract and any exercise by any such exchange, clearing house or other organisation or market of any power or authority conferred on it;
   17. “Pay Date” shall mean the value date of the Corporate Action or the date on which a dividend payment is made or scheduled to be made into the Account;
   18. “Prevailing Stocks” shall mean the form of Securities prevailing after a merger between two entities;
   19. "Principal" shall mean the individual person or the legal entity which is a party to a transaction;
   20. "Security" shall mean any securities or other assets
   21. "Services" shall mean the services to be provided by Standard Bank subject to the Terms;
   22. "Settlement/Trade Confirmation" shall mean a notification, which includes without limitation an email notification and in some instances a pop-up image, from Standard Bank to you confirming your entry into a Transaction;
   23. “Trading Portfolio” shall mean each United States Dollar, or other permitted currency denominated trading portfolio opened in your name linked to your Shyft Wallet;
   24. "Trading Platform" shall mean the Shyft Investments functionality on the Shyft App and any ancillary online trading platform used by Standard Bank under the Terms;
   25. "Transactions" will mean any executed instruction or order on your behalf; and
2. If there is any conflict between the Terms and relevant Market Rules, the Market Rules shall prevail.
3. RISK ACKNOWLEDGEMENT
   
   1. You acknowledge, recognise and understand that trading in non-leveraged Transactions is:
      1. highly speculative;
      2. may involve a certain degree of risk
   2. You acknowledge, recognise and understand that:
      1. when you direct Standard Bank to enter into any Transaction, any profit or loss arising as a result of a fluctuation in the value of the asset or the underlying asset will be entirely for your account and risk;
      2. you agree not to hold Standard Bank responsible for losses incurred as a consequence of Standard Bank carrying out your instructions and/or following its recommendations or suggestions or those of its employees, associates or representatives, unless Standard Bank has exercised gross negligence in connection herewith;
      3. you are aware of the fact that unless it is otherwise specifically agreed, Standard Bank shall not conduct any continuous monitoring of the transactions already entered into by you neither electronically nor manually. Hence, Standard Bank cannot be held responsible for the transactions developing differently from what you might have presupposed and/or to your disadvantage; and
      4. you accept that you have received no such guarantees or similar representations from Standard Bank, in respect of transacting on the Trading Platform.
4. SCOPE
   
   1. Subject to these Terms, Standard Bank hereby provides you with a non-exclusive, limited, personal, non-assignable and non-transferable license to use the Trading Platform for the duration of these Terms.
   2. Standard Bank shall subject to the provisions of these Terms open a Trading Portfolio for you pursuant to the application by you for the same, once any additional documentation required by Standard Bank has been provided by you to Standard Bank. You acknowledge and agree that Standard Bank may update or amend the requirements to open further Trading Portfolios under the same Wallet from time to time and that following such amendment you agree to provide Standard Bank with any further documentation that is required.
5. AUTHORITY AND ACKNOWLEDGEMENTS
   1. You acknowledge and agree that:
      1. your funds will not be segregated from Standard Bank's funds. It may be used by Standard Bank in the course of Standard Bank's business. In the event of Standard Bank's bankruptcy you will have an unsecured claim against the bankrupt estate as an ordinary creditor whereas for securities you will have a secured claim provided that your Securities are duly separated from the Securities of other clients and Standard Bank's own securities;
      2. Standard Bank chooses its bankers at Standard Bank’s own discretion and according to its internal policies;
      3. Standard Bank’s account with its bankers (available to you upon written request) is not a segregated account and in the event of the bankruptcy of its bankers, Standard Bank will have an unsecured claim against the bankrupt estate as an ordinary creditor. You indemnify and hold Standard Bank harmless from any claim arising from the bankruptcy of Standard Bank’s bankers;
      4. notwithstanding, the acceptance of the Terms by you, Standard Bank shall be entitled to reject any application to open any Trading Portfolio or any instruction in its sole discretion and shall not be obliged to furnish reasons for such refusal or denial;
      5. subject to verification by Standard Bank and clause 34.11.7 below, Standard Bank will only conclude a Transaction if and when it has sufficient funds available in the Wallet. You understand and accept that you are responsible to ensure that sufficient cumulative funds are available in the Account and indemnify Standard Bank and hold Standard Bank harmless for any losses that you may suffer as a result of a transaction not being executed due to insufficient funds being available, in your Wallet at the time of receipt by Standard Bank of the instruction;
      6. Standard Bank shall debit your Wallet, acting in its sole discretion, with any amount which becomes payable by you, whether in respect of a transaction or otherwise;
      7. you have read and continue to ensure you understand the disclosures that are displayed on the Shyft App and Trading Platform from time to time; and
      8. you will cooperate fully with Standard Bank, its regulators and/or the police in the event of any fraudulent or other activities on the Trading Portfolio and that in the event that you fail to do so that Standard Bank may limit or restrict access to the Shyft App and/ or the Trading Portfolio.
   2. You consent to Standard Bank sharing information relating to any of the Trading Portfolio and/or your Wallet and activity therein with any of Standard Bank’s affiliates or any relevant authority for the purpose of monitoring for market abuse, financial fraud and money laundering.
6. SERVICES
   
   1. Subject to you fulfilling its obligations under the Terms, Standard Bank may enter into transactions for you in the following investments and instruments:
      1. a list of Security including stock or other indices as chosen by Standard Bank and notified to you from time to time;
      2. such other investments as Standard Bank may from time to time make available on the Trading Platform.
   2. Orders may be placed as market orders to buy or sell as soon as possible at the price obtainable in the market. Limit and stop orders to trade when the price reaches a predefined level are not allowed.
   3. In relation to any Transaction, Standard Bank shall act as Agent for you.
   4. You shall, unless otherwise agreed in writing, relative to Standard Bank enter into Transactions as Principal. If you act as Agent, regardless of whether you identify the Principal to Standard Bank, Standard Bank shall not be obliged to accept the said Principal as a client, and consequently Standard Bank shall be entitled to consider you as Principal in relation to the Transaction.
   5. You acknowledge, recognise and understand that:
      1. All Transactions in exchange-traded investments will be effected subject to, and in accordance with, Market Rules;
      2. Market Rules usually contain far-reaching powers in an emergency or otherwise undesirable situation;
      3. If any exchange or clearing house takes any action which affects a Transaction, directly or indirectly, then Standard Bank is entitled to take any action relevant to the situation and reasonable to the parties in the interests of you and/or Standard Bank;
      4. Standard Bank shall not be liable for any loss as further stipulated in Clause 34.39.4 and suffered by you as a result of the acts or omissions of any exchange or clearing house or any action reasonably taken by Standard Bank as a result of such acts or omissions unless Standard Bank has acted with willful default;
      5. Where any Transaction is effected by Standard Bank as Agent for you, delivery or payment (as appropriate) by the other party to the transaction shall be at your entire risk;
      6. Standard Bank's obligation to deliver investments to you or to account to you or any other person on your behalf for the proceeds of sale of investments shall be conditional upon receipt by Standard Bank of deliverable documents or sale proceeds (as appropriate) from the other party or parties to the Transaction;
      7. Standard Bank may in whole or in part, on a permanent or temporary basis withdraw any account facility provided by Standard Bank to you. Situations where Standard Bank may take such action include situations where:
         1. Standard Bank considers that you may be in possession of Inside Information;
         2. Standard Bank considers that there are abnormal trading conditions; or
         3. Standard Bank is unable to determine prices in the relevant Transaction due to the unavailability of the relevant market information;
         4. Standard Bank will inform you of the withdrawal and the reasons for it, where possible, before the withdrawal and if this is not possible immediately thereafter, unless giving such information would compromise objectively justified security reasons.
      8. Standard Bank does not provide any advice to you on any tax or legal issues related to any Services. You are advised to obtain individual independent counsel from a financial advisor, auditor or legal counsel with respect to tax and legal implications of the respective Services.
      9. Notwithstanding any other provision of the Terms, in providing its Services, Standard Bank shall be entitled to take any action considered necessary and reasonable to ensure compliance with the Market Rules and all other applicable laws and regulatory decisions.
7. USE OF THE SERVICES
   
   1. Standard Bank provides the Services for use by you. You may not sell, lease, sub-licence or provide, directly or indirectly, the Services to any third party except as permitted in these Terms or otherwise with Standard Bank’s written consent. Except for the extraction and reproduction of data pursuant to the normal and intended use of the Services by you, no reproduction, extraction or re-utilisation of any content of the Services is authorised without the prior and express consent of Standard Bank.
   2. You acknowledge that all intellectual and proprietary rights in the Services are owned by Standard Bank or any third party provider of information which is utilised by the Services and the only rights you have in respect of the Services are those specifically provided for in these Terms. You undertake to defend, indemnify and hold Standard Bank and its officers, employees and the relevant members of Standard Bank’s affiliate group harmless from and against any infringement or alleged infringement by you, whether or not arising from your use of the Services, of any patent, copyright, or trade mark of Standard Bank or any other third party.
   3. You agree to be bound by the various legends, conditions of access, disclaimers, terms and conditions and instructions displayed on the Shyft App or related to the Services (collectively, the “User Information”). You acknowledge and agree that Standard Bank has the right to change the functional and technical layout of the Services, including the content of the User Information without prior written notice to you.
   4. Notwithstanding any provisions in these Terms, Standard Bank may terminate or suspend, with or without cause and with or without prior notice, all or any part of the Services or your access to the Services or the format, nature, composition or availability of the Services.
8. DEALINGS BETWEEN STANDARD BANK AND YOU
   
   1. You may provide Standard Bank with instructions digitally (which shall include instructions provided via the Shyft App as described below) and in limited circumstances Standard Bank may accept instructions from you telephonically. Standard Bank shall acknowledge the reception of the instructions orally or in writing, as appropriate, which will include an acknowledgement by way of an electronic confirmation message on the Trading Platform.
   2. In addition to the Terms (and the Best Execution Policy) and the terms stated in Clause 34.9 regarding the Trading Platform, the following terms apply to Transactions executed on the Trading Platform:
      1. Standard Bank shall not be liable for any loss, expense, cost or liability suffered or incurred by you due to failure of the system, transmission failure or delays or similar technical errors unless Standard Bank has acted with willful default in connection herewith;
      2. even where real-time tradable prices are available to you, due to delayed transmission between you and Standard Bank the price offered by Standard Bank may have changed before an order from you is received by Standard Bank. If automatic order execution is offered to you, Standard Bank shall be entitled to change the price on which your order is executed to the market value at the time at which the order from you was received;
      3. the Trading Platform may be available in several versions, which may be differentiated in various aspects including, but not limited to the level of security applied, products and services available etc. Standard Bank shall not be liable to you for any loss, expense, cost or liability suffered or incurred by you due to you using a version different from Standard Bank's standard version with all available updates installed;
      4. you shall be responsible for all orders, and for the accuracy of all information, sent via the Shyft App or by any other acceptable means using your name, password or any other personal identification means implemented to identify you;
      5. regardless of the fact that the Trading Platform might confirm that a Transaction is executed immediately when you transmits instructions via the Trading Platform, it is the Settlement/Trade Confirmation forwarded by Standard Bank which solely constitutes Standard Bank's confirmation of execution.
   3. Any instruction sent via the Trading Platform by you shall only be deemed to have been received and shall only then constitute a valid instruction when such instruction has been recorded as executed by Standard Bank and confirmed by Standard Bank to you by the Settlement/Trade Confirmation and/or Account Statement, and the mere transmission of an instruction by you shall not constitute a binding contract between Standard Bank and yourself.
   4. You shall promptly give any instructions to Standard Bank, which Standard Bank may require. If you do not give such instructions promptly, Standard Bank may, at its reasonable discretion, take such steps at your cost, as Standard Bank considers necessary or desirable for its own protection or the protection of you. This provision is similarly applicable in situations when Standard Bank is unable to obtain contact with you.
   5. Standard Bank may (but shall not in any circumstances be obliged to) require confirmation in such form as Standard Bank may reasonably request if an instruction is to close any of the Trading Portfolios, your Wallet or remit money due to you or if it appears to Standard Bank that such confirmation is necessary or desirable.
   6. Standard Bank may refuse to act upon any instruction from any person authorised by you if Standard Bank can render probable that the disposal pursuant to the instruction submitted would be in violation of the legislation relevant to the area, Market Rules, usual market practice, including but not limited to legislation on money laundering or insider trading, or if the disposal by Standard Bank's reasonable discretion will put your and/or the bank's economic solidity at risk.
   7. In general, Standard Bank shall act according to instructions as soon as practically possible and shall, as far as trading instructions are concerned, act consistent with the Best Execution Policy. However if, after instructions are received, Standard Bank believes that it is not reasonably practicable to act upon such instructions within a reasonable time, Standard Bank may defer acting upon those instructions until it is, in Standard Bank's reasonable opinion, practicable to do so or as soon as possible notify you that Standard Bank is refusing to act upon such instructions.
   8. It is possible that errors may occur in the prices of transactions quoted by Standard Bank. In such circumstances, without prejudice to any rights it may have under South African law, Standard Bank shall not be bound by any Transaction which purports to have been made (whether or not confirmed by Standard Bank) at a price which:
      1. Standard Bank is able to substantiate to you was manifestly incorrect at the time of the Transaction; or
      2. was, or ought to have reasonably been known by you to be incorrect at the time of the transaction, in which case Standard Bank reserves the right to either (i) cancel the trade all together or (ii) correct the erroneous price at which the trade was done to the historic correct market price.
   9. You agree that Standard Bank may, without notice, record all telephone conversations, internet conversations (chat), and meetings between you and Standard Bank and use such recordings, or transcripts from such recordings, as evidence towards any party (including, but not limited to, any regulatory authority and/or court of law) to whom Standard Bank at its reasonable discretion sees it to be desirable or necessary to disclose such information in any dispute or anticipated dispute between Standard Bank and yourself. However, technical reasons may prevent Standard Bank from recording a conversation, and recordings or transcripts made by Standard Bank will be destroyed in accordance with Standard Bank's normal practice.
9. TERMS IN RESPECT OF THE USE OF THE TRADING PLATFORM
   
   1. The right to use the Trading Platform is personal and you must not allow other persons to use your user ID and/or password. No third party is allowed to trade on your account.
   2. From the Trading Platform you can print reports on trading activities and your account balances.
   3. Where you have placed an order which you subsequently want to cancel, you may request that the order be cancelled up until the time of execution. You are aware that Standard Bank is under no obligation to cancel the order. A request for cancellation or an order can be made via the Trading Platform or by calling Standard Bank’s call centre during its hours of operation at the contact numbers specified on the Shyft App. An order shall not be considered to be cancelled until you have received a written confirmation from Standard Bank.
   4. Standard Bank may modify, suspend or discontinue the Trading Platform, whether temporarily or permanently, without notice.
10. GENERAL POWERS AND AUTHORITY OF STANDARD BANK
    Standard Bank is entitled to do all things necessary to give effect to these Terms and the Services including but not limited to:
    1. sign any document (including without limitation, forms of acceptance, letters of renunciation and transfer forms) or agreements on your behalf and, to do all things necessary, including the appointment of any third party;
    2. apply and subscribe for any securities or investments in accordance with these Terms;
    3. do whatever is necessary in Standard Bank’s discretion, to protect your rights.
11. USE OF FUNDS FROM THE WALLET
    
    1. You understand and accept that in order to ensure the correct and timeous allocation of funds to your Trading Portfolio that the you will only be allowed to transfer funds from your Wallet.
    2. For all transfers the funds are booked and at disposal on the respective Trading Portfolio after the funds are cleared in your Wallet, provided the funds have actually been cleared and all the relevant information has been provided.
    3. You further acknowledge and agree that you shall only be entitled to trade upon there being sufficient cleared funds reflected in your Wallet.
    4. You further acknowledge and agree that events as described in clause 34.39.4 can cause the booking and availability of funds to be delayed for the period that such event continues.
    5. All amounts paid by you to Standard Bank and by Standard Bank to you will be denominated in the currency denominating the Trading Portfolio into which payment or a refund (as the case may be) will be made in the corresponding denominated currency. Should you wish to use funds in a Wallet of a different currency you will be required to convert such funds into a currency that is denominated for the relevant Trading Portfolio.
    6. You may trade from a Trading Portfolio which is not the currency in which the trade is denominated subject to the applicable currency conversion fees and commission charges.
    7. In the event that you conclude a Transaction from a Trading Account which has a negative cash balance, you will be subject to the interest charges as contemplated in clause 34.15 below, which interest shall accrue until such time that you pay the outstanding amount due thereon.
12. SECURITY, PAYMENTS AND DELIVERY
    
    1. You shall pay to Standard Bank on demand:
    2. such sums as may be required in or towards clearance of any debit balance on any of your Wallets;
    3. any amount to maintain a positive cash balance on any and all of your Wallets.
    4. If you make any payment which is subject to any price fluctuations, withholding or deduction, you shall pay to Standard Bank such additional amount to ensure that the amount actually received by Standard Bank will equal the full amount Standard Bank would have received had no price fluctuations, withholding or deduction been made.
    5. Payments into the respective Wallets are credited by Standard Bank on the condition of Standard Bank actually receiving the amount in question in its bank account. This shall apply irrespective of whether it has been explicitly stated in receipts or other notices of or requests for payment.
    6. You are made aware that you cannot put up as collateral or guarantee for any of your obligations towards a third party securities held or deposited into the respective Trading Portfolio with Standard Bank.
    7. Any Security will be held by an intermediate broker or eligible custodian, appointed by Standard Bank, and the intermediate broker or eligible custodian shall be responsible for claiming and receiving all interest payments, income and other rights accruing to you.
    8. Standard Bank shall not be obliged to account to you for any income received by Standard Bank as a result of carrying out any of the activities described in this clause.
    9. If you fail to provide any deposit or other sum due under the Terms in respect of any Transaction, Standard Bank may close any open position without prior notice to you and apply any proceeds thereof to payment of any amounts due to Standard Bank or any relevant third party. This is further regulated in clause 34.37.
    10. If you fail to make any payment when it falls due you shall pay interest (from the due date and until payment takes place) on the outstanding amount at the interest rate as determined by Standard Bank.
    11. You are advised that Standard Bank shall have the right, in addition to any other rights it may have under the Terms and notwithstanding anything contained herein, or under South African law in general, to limit the size of your open positions and to refuse orders to establish new positions. Standard Bank will inform you as soon as possible regarding such refused orders and the reason for the refusals. Situations where Standard Bank may exercise such right include, but are not limited to, where:
        1. Standard Bank has reason to believe that you may be in possession of Inside Information;
        2. Standard Bank considers that there are abnormal trading conditions; or
        3. you have a negative cash balance on any Wallet.
13. TRADING PORTFOLIOS
    
    1. Standard Bank will make available to you a Settlement/Trade Confirmation in respect of any Transaction entered into by you. Confirmations will normally be available shortly after the execution of the Transaction.
    2. An Account Summary and investment portfolio statement are available to you through the Trading Platform. The Account Summary will normally be updated periodically during the day. The investment portfolio statement will normally be updated every Business Day with information for the previous Business Day. Any fees or charges that are levied monthly will only update at the end of the relevant period. By accepting the Terms you agree not to receive any Account Statements or Account Summaries in printed form from Standard Bank other than upon specific request.
    3. Any notice or other communication to be provided by Standard Bank under the Terms, including Account Statements and Settlement/Trade Confirmations, may be sent by Standard Bank at its option to you in electronic form by e-mail or by display on your account summary on the Trading Platform. You are obliged to provide Standard Bank with an e-mail address for this purpose. An e-mail message is considered received by you when sent from Standard Bank. Standard Bank is not responsible for any delay, alteration, re-direction or any other modification the message may undergo after transmission from Standard Bank. A message on your Trading Portfolio on the Trading Platform is considered received by you when Standard Bank has placed the message on the Trading Platform. It is your responsibility to ensure that your software and hardware setup does not prohibit you receiving e-mails or gaining access to the Trading Platform.
    4. You are obliged to verify the contents of each document, including documents sent in electronic form from Standard Bank. Such documents shall, in the absence of manifest error, be deemed conclusive unless you notify Standard Bank in writing to the contrary immediately after having received such document. In the event that you believe to have entered into a Transaction, which should have produced a Settlement/Trade Confirmations or otherwise a posting on your account, but have not received such confirmation, you must inform Standard Bank immediately by contacting the call centre at the number or e-mail address when you ought to have received such confirmation. In the absence of such information the Transaction may at Standard Bank's reasonable discretion be deemed non-existent.
14. CHARGES AND OTHER COSTS
    
    1. You shall be obliged to pay to Standard Bank the charges set out in the Commission Charges Schedule. The Commission Charges Schedule is available on the Trading Platform or as set out in an addendum to these Terms and may be supplied to you on demand.
    2. Standard Bank may vary such charges without notice when the change is to your advantage, or the grounds for changes are due to external circumstances beyond Standard Bank's control. Such circumstances include without limitation: changes in charges from exchanges, clearing houses, information providers or other third party providers that are passed on to you by Standard Bank.
    3. Standard Bank may vary such charges, with 1 (one) months’ notice which notice may be given by e-mail, published on the Trading Platform or as set out in the addendum to these Terms at Standard Bank’s discretion if:
       1. market conditions, including competitive behaviour, call for changes to Standard Bank conditions;
       2. Standard Bank for commercial reasons wishes to change its general cost and pricing structure; and/or
    4. significant particulars of regarding you, based on which individual conditions were provided, have changed.
    5. In addition to such charges, you will be obliged to pay all applicable VAT and other taxes, storage and delivery charges, exchange and clearing house fees and all other fees incurred by Standard Bank in connection with any Transaction and/or in connection with maintaining your relationship with Standard Bank and the Account.
    6. Furthermore, Standard Bank shall be entitled to demand that the following expenses are paid separately by you:
       1. all extraordinary disbursements resulting from your relationship with us, e.g. telephone, telefax, courier, and postal expenses in case you request hardcopy Settlement/Trade Confirmations, Account Statements etc. which Standard Bank could have delivered in electronic form;
       2. any expenses of Standard Bank, caused by non-performance by you, including a fee determined by Standard Bank in relation to forwarding of reminders, legal assistance etc;
       3. any expenses of Standard Bank in connection with replies to inquiries by public authorities, including a fee determined by Standard Bank in relation to forwarding of transcripts and enclosures and for the preparation of copies; and
       4. any expenses of Standard Bank in connection with auditor's comments/reports if such is requested by you.
    7. The fees will be charged either as a fixed amount corresponding to payments effected, or as a percentage or hourly rate corresponding to the service performed. The methods of calculation can be combined. Standard Bank reserves the right to introduce new fees.
    8. Standard Bank may share commissions and charges with its affiliates, or other third parties or receive remuneration from them in respect of Transactions entered into by Standard Bank.
    9. Unless specified otherwise in the Terms, all amounts due to Standard Bank (or Agents used by Standard Bank) under the Terms shall, at Standard Bank's option:
       1. be deducted from any funds held by Standard Bank for you; or
       2. be paid by you in accordance with the provisions of the relevant difference account, Settlement/Trade Confirmation or other advice.
    10. Furthermore, you acknowledge, recognize and accept that the procedures described in clause 34.35 may result in additional indirect costs to you.
15. INTEREST AND CURRENCY CONVERSIONS
    
    1. Subject to the provisions below and save as otherwise agreed in writing, Standard Bank shall not be liable to:
       1. pay interest to you on any credit balance in any of the Wallets or on any other sum held by Standard Bank; or
       2. account to you for any interest received by Standard Bank on such sums or in connection with any Transaction.
    2. Standard Bank may vary such interest rates and/or thresholds for interest calculation without notice when changes are to your advantage, or the grounds for changes are due to external circumstances beyond Standard Bank's control. Such circumstances include without limitation:
       1. changes in the monetary or credit policies domestic or abroad that affect the general interest level in a way that is of importance to Standard Bank;
       2. other changes in the general interest level, including in the money and bond markets, that is of importance to Standard Bank;
    3. Standard Bank may vary such interest rates on one Business Day notice on the Website or by e-mail at Standard Bank’s discretion, if:
       1. market conditions, including competitive behaviour, call for a change to Standard Bank conditions;
       2. Standard Bank wishes to change its general commission, fee and pricing structure for commercial reasons; and/or
       3. changes to significant particulars of regarding you, based on which individual conditions were provided, occurs.
    4. You are deemed to have accepted such changes if you do not, before the proposed date of their entry into force, notify Standard Bank that you do not accept them.
    5. Standard Bank is entitled, but shall not in any circumstances be obliged, to convert:
       1. any realised gains, commissions, interest charges and brokerage fees which arise in a currency other than your currency (i.e. the currency in which the Trading Portfolio is denominated) to your base currency in your Wallet;
       2. any cash currency deposit to another cash currency deposit for the purpose of purchasing an asset denominated in a currency other than your base currency in your Wallet.
    6. Whenever Standard Bank conducts currency conversions, Standard Bank will do so at such reasonable rate of exchange as Standard Bank selects. Standard Bank shall be entitled to add a mark-up to the exchange rates.
16. RISK
    
    1. You are personally liable for the market risk inherent in Securities trading. Moreover, you are liable for the investment in any Securities that Standard Bank is requested to perform on your behalf and any subsequent loss resulting thereof.
    2. You acknowledge that Transactions may from time to time be effected by Standard Bank for you in Securities in which the market is limited (or could become so) and which are therefore difficult to deal in and for which it may be difficult to assess a proper market price.
17. EXECUTION OF ORDERS
    
    1. When executing an order, Standard Bank will through its third party dealer or relevant market participant endeavour to secure the best execution reasonably available given the circumstances, including price, costs, speed, likelihood of execution and settlement, volume, nature and other factors relevant for the execution of the relevant order.
    2. Standard Bank will through its third party dealer or relevant market participant execute your order as soon as possible on the day of receipt to the extent possible, unless otherwise agreed.
    3. Under exceptional market conditions (as detailed in clause 34.25 below) Standard Bank reserves the right not to submit an order for execution.
    4. You will be notified on the Trading Platform if an order cannot be executed.
    5. If Standard Bank is unable to obtain and deliver the requested Securities, Standard Bank may be unable to complete your purchase order. Consequentially, the trade will be cancelled, unless Standard Bank is able to obtain these at usual terms no later than two banking days (in the relevant market) after the value date in question.
    6. Standard Bank will cancel any order for a Security if the specific Security is suspended or transferred to the observation list on the relevant exchange.
18. PLACEMENT OF ORDERS
    Standard Bank will submit orders for execution at your request. Standard Bank recommends you make use of the Trading Platform when trading Securities, which provides for swift client identification and thus faster processing of your orders. If you submit an order in another manner, Standard Bank manually verifies the basis of the relevant order prior to processing, and this may result in an extended processing time.
19. TRANSACTIONS AND ORDERS
    
    1. Standard Bank offers only transactions and orders as market orders:
       1. Standard Bank offers market orders for Securities listed on the relevant stock exchanges. When you have chosen a market order, Standard Bank inputs, through its third party dealers or relevant market participants, the order directly into the trading system of the relevant stock exchange.
       2. Market orders entails that the trade is done at your expense but in the name of the third party dealer or relevant market participant.
       3. Standard Bank is entitled to immediately cancel Automatic Order Routing on your behalf n case of extraordinary circumstances, which shall include without limitation the circumstances set out in clause 34.25.
       4. You cannot enter an order into the Trading Platform on conditions fully or partially identical to another unexecuted trade entered into the Trading Platform system also by yourself.
       5. You may not disclose public market information made available through the trading system of the relevant stock exchange.
    2. Executing market orders
       1. You may enter a market order via the Trading Platform during the trading hours of the relevant stock exchange. Orders communicated to Standard Bank in a different manner will be handled intra-day provided the order is submitted by you.
       2. Trades executed on the relevant stock exchanges are subject to the rules and directives of the relevant stock exchange. For orders submitted by you via the Trading Platform information about the choices available will be provided on Shyft App or via the Trading Platform.
       3. An order is executed only to the extent that counterparties are available at the relevant stock exchange.
       4. If an order is submitted outside of the relevant stock exchange’s market hours, it will be processed when the said market re-opens provided this is not restricted by the duration of the order. If an order is partially executed at the closing of the market, the remainder of the trade will be executed when the said stock exchange re-opens.
       5. All prices quoted on the Trading Platform will be delayed by 15 minutes in relation to the real time price on the exchange where the order will be executed.
       6. Pricing for an order quoted on the Trading Platform will include an amount designated as a market buffer (which will be determined at Standard Bank’s sole discretion). The market buffer allows Standard Bank to ensure that there is sufficient funds in the Trading Account to cater for changes in the price of a Security from the quoted price to the actual price at time of execution of the trade.
       7. If you place an order outside of the trading hours of the relevant exchange and the price of your order changes at the time of opening of such exchange to such an extent that the funds allocated to your Trading Account (including any market buffer) is insufficient then Standard Bank reserves the right to debit your Account or Wallet despite this resulting in a negative cash balance on your Account or Wallet.
       8. You may cancel orders that have not yet been executed and were placed outside of the trading hours of the relevant exchange provided you may only cancel such orders 30 minutes after the relevant exchange has closed for the day and within the first 30 minutes of the relevant exchange opening for the day.
20. STANDARD BANK'S RIGHT TO CANCEL ORDERS AND TRADES
    
    1. Orders, which are entered into the order book, and trades, which has been merged automatically in or entered into the Trading Platform, must reflect the relevant Securities current market value and represent actual orders and trades.
    2. The “current market value” of a trade is the price which based on an overall assessment reflects the current pricing of the relevant Securities. An assessment of the current market value shall, amongst others include the pricing on the relevant stock exchange day, any change in pricing of the instrument on the relevant stock exchange’s previous days, the volatility of the instrument and any general change in the pricing of comparable instruments and, if appropriate, any other specific conditions of the trade in question.
    3. An order does not reflect the current market value if it has been entered into the order book at a price that, provided the trade is performed automatically, naturally will result in a trade that does not reflect the current market value. The validity of an order must be considered when assessing the current market value.
    4. Standard Bank is entitled to cancel orders and trades that do not reflect the current market value of the relevant Security. Standard Bank cannot be held liable for any cancellation of an order or trade.
    5. A failed trade will be declared at a specified time on the settlement date in accordance with applicable laws and/or rules of the relevant stock exchange.
21. TRADES CANCELLED BY THE RELEVANT STOCK EXCHANGE
    To ensure market integrity or in exceptional circumstances (as set out in clause 34.25) a relevant stock exchange may cancel any trade if required.
22. TRADES IN SECURITIES
    
    1. Standard Bank trades Securities through its third party broker or relevant market participant, which is a member of the relevant stock exchange. The third party dealer or relevant market participant (as the case may be) decides whether the trade in question is to be executed on the relevant stock exchange. The trade is performed on a commission basis and consequently in the name of Standard Bank or Standard Bank’s third party broker or relevant market participant.
    2. Your order is only submitted for execution provided it is tradable on the relevant stock exchange through the relevant third party service provider or relevant market participant. If the trade cannot be executed at the terms outlined above, you will be notified on the Trading Platform.
    3. Your order may be split or merged, and thus be executed at different prices during the day of trading or the following days. In case an order is split, and filled partially over a period of more than one day, the total trading costs may increase. The reason for such increase is that the minimum fee may be charged more than one time based on the number of days necessary for the total execution of the order.
23. SETTLEMENT OF SECURITIES TRADES
    
    1. Standard Bank settles the trade at the market prices available to Standard Bank through its third party brokers or relevant market participants (as the case may be). Payment and delivery takes place via foreign clearing centers and third party brokers or relevant market participants (as the case may be).
    2. Settlement refers to the payment and delivery related to a Securities trade. The settlement date may be the third exchange day after the trading day or such other day as stipulated by the rules of the relevant stock exchange. The settlement day is also the value date. Specific settlement rules and deadlines apply to Securities. You may obtain information about these rules and deadlines by contacting Standard Bank.
    3. When you purchase Securities, you only obtain unconditional title of right to the Securities provided the final payment to Standard Bank is made on the settlement date. Until final payment is made, Standard Bank reserves the right to the Securities being purchased by you. When you sell Securities to Standard Bank, Standard Bank's payment of the settlement amount is subject to Standard Bank’s third party brokers or relevant market participants acquiring unconditional title to the Securities on the day of settlement.
24. TRADING COSTS AND CALCULATION METHODS
    
    1. Standard Bank will charge a set fee for each Securities transaction.
    2. Orders submitted in any other manner than via Trading Platform may result in increased trading costs.
    3. The prevailing trading costs are available on the Commissions Charges Schedule available on the Shyft App or as set out in an addendum to the Terms.
25. EXCEPTIONAL MARKET CONDITIONS
    In exceptional market conditions Standard Bank reserves the right not to submit an order for execution. Exceptional market conditions may occur in case of a significant deviation between bid and offer prices, where market prices are unavailable for the relevant Security, or in case of sudden uncertainties in the global market, or any error, which is not subject to any doubt, or an incident caused by a technical or manual mistake at the stock exchange, at Standard Bank or by you, a significant and indisputable violation of legislation or directions or the rules of the relevant stock exchange or any technical disruption in trading and/or clearing systems that is beyond of the control of Standard Bank.
26. CORPORATE ACTIONS
    You shall be notified of any Corporate Action affecting your holdings in the Securities via the Trading Platform. Some of the more common types of corporate actions you may encounter include, but are not limited to, dividends, stock splits, reverse splits, spin offs, rights issue, mergers and acquisitions, buybacks, bonus issues and delistings. You are advised to refer to the announcement made by the issuer for the actual or final terms of the relevant corporate action as these may differ from the descriptions provided on Trading Platform.
27. SPECIAL CORPORATE ACTION EVENTS
    
    1. Special and infrequent Corporate Actions not listed above may occur.
    2. Special local rules may apply to certain Corporate Actions and you will be notified on the Trading Platform of such rules.
28. ELECTIONS FOR NON-SUPPORTED SECURITIES
    You are made aware and acknowledge that in voluntary Corporate Action where the alternative to a cash settlement is the settlement in a Security that is not supported by Standard Bank, its third party broker or relevant market participant, you will not have the option to choose but will be given the cash settlement.
29. DEPOSITARY RECEIPT FEES
    
    1. It is standard practice for depositary receipts to charge an annual administration fee per share depending on the issuing depositary bank. The intent of the fee is to cover costs for the banks that take on the operational processes necessary to issue and trade the depositary receipt line. Typically, the fee is deducted when dividend payments are made, however, in case the depositary receipts do not pay a dividend or did not include the custodial fee in their dividend events, the fee will be administered through fee-only events.
    2. The dividend fee is stipulated in the deposit agreement between the depositary bank and the company based upon industry standards.
    3. The fee per depositary receipt is not dependent on the total amount of the dividend being paid but the amount of Securities held.
30. COSTS
    Standard Bank may charge commission and fees related to Corporate Actions. The prevailing trading costs are available on the Commissions Charges Schedule available on the Shyft App or as set out in an addendum to these Terms.
31. TAXES AND FEES ON CORPORATE ACTIONS
    Taxes and fees may also occur on Corporate Actions in addition to those which apply to cash dividends such as fee on a stock dividend or tax on a merger. When such taxes and fees occur Standard Bank will debit your Trading Portfolio or Wallet accordingly.
32. VOTING RIGHTS
    You acknowledge and accept that due to the structure of the custodial relationship between Standard Bank and its third party brokers or market participants that it is not practical for you to instruct and exercise any voting rights in respect of any Securities held in your Trading Portfolio.
33. CUSTODIAL SERVICES
    
    1. Subject to you opening and operating the Trading Portfolio with Standard Bank, you authorise Standard Bank or Standard Bank’s appointed third party service provider (Third Party Service Provider) to appoint a custodian to hold, on your behalf, for safekeeping any Securities that you deliver to Standard Bank or which Standard Bank buys or receives on your behalf.
    2. Standard Bank through its Third Party Service Provider shall deposit your Securities or any part thereof, as applicable, for safekeeping in a central securities depository or electronic scrip registry. Standard Bank through its Third Party Service Provider may deposit the Securities in the depository or registry through a participant chosen by the Third Party.
34. SERVICE PROVIDER
    
    1. You understand and accept that in order for your Securities to be held in such depository, it must be held in an electronic, uncertificated manner (Dematerialised).
    2. Any Securities referred to in clause 34.22 must be held in an account in the name of the Third Party Service Provider or, if the Third Party Service Provider is not a participant on that exchange, in an account in the name of the nominee (Nominee) of the participant with whom the Third Party Service Provider deposits the Securities.
    3. Notwithstanding the aforegoing, Standard Bank shall ensure that the Securities held in the name of the Third Party Service Provider or the Nominee (as the case may be) shall be ringfenced from the other assets of that Third Party Service Provider and Nominee (as the case may be).
    4. Standard Bank may request for a withdrawal of your Securities or any part thereof from safe custody only to:
       1. deliver them to you in accordance with your written instruction to deliver them to a third party securities broker. In the case of Dematerialised scrip, you will give Standard Bank written information necessary to effect transfer;
       2. deal with the Securities under these terms;
       3. settle transactions in accordance with the applicable laws, rules or regulations of the relevant stock exchange;
       4. lodge the Securities on your behalf with any person under a court order or a special resolution of the issuer of the Securities approved by the shareholders and where applicable sanctioned by a court of law; or
       5. for any other lawful purpose under these Terms.
35. AGGREGATION AND SPLIT
    Standard Bank is, in accordance with the Best Execution Policy, entitled to aggregate your orders with the its own orders, orders of any of its affiliates and/or persons connected with Standard Bank including employees and other clients. Furthermore, Standard Bank may split your orders when executing these. The orders will only be aggregated or split if Standard Bank reasonably believes it to be in your best interest. On some occasions aggregation and split of your order may result in you obtaining a less favourable price than if your orders had been executed respectively separately or mutually.
36. CONFLICTS OF INTEREST
    Standard Bank, its affiliates or other persons or companies connected with Standard Bank may have an interest, relationship or arrangement that is material in relation to any Transaction effected, or advice provided by Standard Bank, under the Terms, which may be in conflict or in competition with your interest. By accepting the Terms and Standard Bank's Code of Ethics you agree that Standard Bank may transact such business in terms of its conflict of interest policies and management procedures.
37. DEFAULT AND DEFAULT REMEDIES
    
    1. The provisions contained in this clause supplement any other rights that Standard Bank or any of its affiliates have according to the Terms, and furthermore any other rights Standard Bank has according to South African law.
    2. Standard Bank reserves the right to retain, or make deductions from, any amounts which Standard Bank owes to or is holding for you if any amounts are due from you to Standard Bank or Standard Bank’s affiliates.
    3. You authorise Standard Bank, at Standard Bank's discretion, at any time and without notice, to sell, apply, set-off and/or charge in any manner any or all of your property and/or the proceeds of any of the same of which Standard Bank or any of its affiliates or Agents has custody or control, in order to discharge any or all of your obligations to Standard Bank or to Standard Bank's affiliates.
    4. Each and any of the following events shall, shall in addition to any other specifications in the Terms also constitute an Event of Default in relation to all of your Transactions, securities and other business with Standard Bank (regardless of whether the Event of Default only relates to part of the business with Standard Bank):
       1. if you fail to make any payment or fail to do any other act required under the Terms or by Standard Bank at its reasonable discretion;
       2. if you die or become of unsound mind;
       3. if Standard Bank reasonably considers it necessary for its own protection or the protection of its affiliates.
    5. Upon the occurrence of an Event of Default, Standard Bank shall at its discretion be entitled to:
       1. sell or charge in any way any or all of your assets and property which may from time to time be in the possession or control of Standard Bank or any of its affiliates or Agents or call on any guarantee, without any notice or court order. Sale of Security, assets and property shall take place by means that Standard Bank in its reasonable discretion determines and at the price that Standard Bank in its reasonable discretion determines to be the best obtainable;
       2. buy or sell any Security, investment or other property where this is, or is in the reasonable opinion of Standard Bank likely to be, necessary in order for Standard Bank to fulfill its obligations under any Transaction and you shall reimburse Standard Bank for the full amount of the purchase price plus any associated costs and expenses;
    6. You authorise Standard Bank to take any or all of the steps described in this clause without notice to you and acknowledge that Standard Bank shall not be responsible for any consequences of it taking any such steps, unless Standard Bank has exercised gross negligence in connection herewith. You shall execute the documents and take the action as Standard Bank may request in order to protect the rights of Standard Bank and its affiliates under the Terms or under any agreement you may have entered into with Standard Bank's affiliates.
    7. If Standard Bank exercises its rights to sell any of your Security or property under this clause, it will effect such sale, without notice or liability to you, on behalf of you and apply the proceeds of sale in or towards discharge of any of your obligations to Standard Bank or to Standard Bank's affiliates.
    8. Without prejudice to Standard Bank's other rights under the Terms or under prevailing law, Standard Bank may, at any time and without notice, combine or consolidate any of the accounts maintained by you with Standard Bank or any of its affiliates and off-set any and all amounts owed to, or by, Standard Bank or any of its affiliates in such manner as Standard Bank at its reasonable discretion may determine.
38. YOUR REPRESENTATIONS AND WARRANTIES
    
    1. You warrant and represent that:
       1. investments or other assets supplied by you for any purpose shall, subject to the Terms, at all times be free from any charge, lien, pledge or encumbrance and shall be beneficially owned by you;
       2. you are in compliance with all laws to which it is subject including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements; and
       3. the information provided by you to Standard Bank is complete, accurate and not misleading in any material respect.
    2. The above warranties and representations shall be deemed to be repeated each time you provide instructions to us and for the duration of the your relationship with us.
39. INDEMNITY AND LIMITATIONS OF LIABILITY
    
    1. You are obliged to compensate Standard Bank for all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by Standard Bank as a result of or in connection with:
       1. your breach of the Terms;
       2. Standard Bank entering into any Transaction on your behalf; or
       3. Standard Bank taking any of the steps which Standard Bank is entitled to take in an Event of Default;
       4. unless and to the extent only that such losses, taxes, expenses, costs and liabilities are suffered or incurred as a result of Standard Bank's gross negligence or willful default.
    2. Standard Bank makes no warranty, express or implied, in respect of the Services. Standard Bank expressly disclaims any implied warranties of availability, fitness for a particular purpose, correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, or pricing in respect of the Services. Standard Bank has no responsibility to maintain the Services or supply any corrections, updates or releases in respect of the Services. Standard Bank is not soliciting any action based on the provision or use of the Services.
    3. You acknowledge that Standard Bank's obligations in respect of the Services, including the availability, proper operation, security and proper performance and accuracy of the Services, do not constitute any guarantee or assurance as to the Services and are limited to an undertaking, on a best endeavours basis as can reasonably be expected from a professional provider of automated financial services.
    4. Consequently and without prejudice to clause 34.9 Standard Bank its officers, affiliates, employees and agents shall not be liable in delict, contract, warranty or otherwise for any direct, indirect or consequential costs, damages, losses or liability, contingent or otherwise, suffered by you or any third party, which arises out of or is pursuant to:
       1. he correctness, quality, accuracy, security, completeness, reliability, performance, timeliness or pricing provided under the Services;
       2. any loss (including consequential and other indirect losses), expense, cost or liability (together referred to as "Loss") suffered or incurred by you as a result of or in connection with the provision of the Services unless and to the extent that such Loss is suffered or incurred as a result of Standard Bank's willful default;
       3. any Loss due to actions taken by Standard Bank according to its rights under the Terms,
       4. operational failures preventing the use of the Trading Platform;
       5. interruptions preventing you from accessing the Trading Platform;
       6. any failure to provide continuous access to the Services or for any interruption or disruption of your access or delays or omissions of the Services, including delays in processing any instruction which result in such instruction not being executed, arising from, inter alia, a force majeure or other situations which are beyond the control of Standard Bank, interruption of the Service by Standard Bank in the case of a risk of abuse of, or unauthorised access to, the Service by third parties or any other situation that constitutes, in the sole opinion of Standard Bank, a risk to the security or the accuracy of the Service, volatile market conditions, market disruption, unavailability of pricing or funds for a transaction, overload or shutting down of markets or stock exchanges;
       7. he failure of any internet connection or communication service to provide or maintain your access to the Services;
       8. any erroneous communications between Standard Bank and you.
       9. use of the internet and e-mail as means of communication; or
    5. Standard Bank will not be liable in delict, contract, warranty or otherwise for any loss of profits or anticipated savings (in either case, whether direct or indirect) or any direct, indirect or consequential damages which you may incur or experience because it has entered into these Terms or relied on the Services, even if Standard Bank knows of the possibility of such losses or damages.
    6. Standard Bank shall have no responsibility to inform you of any difficulties you or other third parties experience concerning use of the Services or to take any action in connection with those difficulties.
    7. Standard Bank is not liable vis-à-vis yourself for any damages caused by a representative or third party broker or relevant market participant when acting for Standard Bank.
    8. Moreover, Standard Bank is not liable vis-à-vis yourself for any damages caused by any institution such as a stock exchange, clearing house or a securities depository.
    9. You acknowledge, recognize and accept that any market recommendation and any information communicated by Standard Bank does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell a Security and that such recommendation and information, although based upon information from sources believed by Standard Bank to be reliable, may be based solely on a broker's opinion and that such information may be incomplete and may be unverified and unverifiable. Standard Bank makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to you.
    10. You understand that neither Standard Bank nor any provider of data on the Trading Platform guarantees or makes any warranty of any kind, express or implied, regarding timelines, sequence, accuracy or completeness of any data on the Trading Platform. You agree that Standard Bank and any provider of data are not liable for any losses (including lost opportunity or profits) arising out of or relating to (i) any inaccuracy, defect or omission in the data, (ii) any error or delay in the transmission of the data, or (iii) interruption in any such data and accordingly indemnifies and holds Standard Bank and any provider of data harmless against any loss, damage or cost.
    11. You indemnify, protect, and hold harmless Standard Bank and its officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, actions, proceedings, claims, damages, costs (including attorney's fees) resulting from or arising out of the use of the Services by you or your authorised representatives, including any breaches of the security of the Services (including any access or entry into any of its other systems not covered by these Terms), caused directly or indirectly by you or your authorised representatives.
40. CONFIDENTIALITY AND STANDARD BANK'S DISCLOSURE OF INFORMATION
    
    1. Neither party shall disclose any information relating to the business, investments, finances or other matters of a confidential nature of the other party of which it may in the course of its duties or obtain possession of, and each party shall use all reasonable endeavours to prevent any such disclosure. However, this shall not apply if a party is obliged hereto due to prevailing legislation, or to a legislative or supervising authority, or to another person who according to the law is entitled to demand disclosure, or in order to enable the party sufficiently to fulfill its obligations pursuant to these Terms.
    2. By accepting the Terms the you authorise Standard Bank to disclose such information relating to you as may be required by any law, rule or regulatory authority, including any applicable Market Rules, without prior notice to you. Furthermore, Standard Bank may disclose requested and relevant information relating to you to third parties in or outside South Africa in order to facilitate the transfer of funds initiated by you.
    3. By accepting the Terms you permit Standard Bank to transfer personal information about you submitted to or collected by Standard Bank with any legal entity within the Standard Bank Group. The Standard Bank Group may transfer such personal information for the purposes of complying with regulatory matters, providing and performing investment advice, investment services, and other services which Standard Bank offers, conducting marketing, and managing the client relationship. Such personal information may be transferred to Standard Bank Group companies in countries where data protection laws may not provide an equivalent level of protection to the laws of South Africa. Furthermore, Standard Bank may share such personal information with a third party agency working on behalf of Standard Bank with the purpose of performing client analysis for the use of Standard Bank’s sales and marketing and with any Introducing Broker working on behalf of Standard Bank for the purpose of completing the due diligence and approving of account applications.
41. TERMINATION
    On termination, Standard Bank and you undertake to complete all Transactions that are already entered into or under execution and the Terms shall continue to bind both parties in relation to such transactions. Standard Bank is entitled to deduct all amounts due to it before transferring any credit balances on any of the Trading Portfolios or Wallets to you and it is entitled to postpone such transferring until any and all Transactions are completed and settled. Furthermore, Standard Bank is entitled to require you to pay any charges incurred in transferring your investments.
42. GENERAL DISCLOSURE OF THE NATURE OF POTENTIAL CONFLICTS OF INTEREST AND SOURCES
    
    1. Standard Bank hereby identifies and discloses a range of circumstances which may give rise to a conflict of interest and potentially but not necessarily be detrimental to the interests of one or more clients. Such a conflict of interest may arise if Standard Bank, or any person directly or indirectly controlled by Standard Bank or a client, is likely to make a financial gain, or avoid a financial loss, at the expense of a client. Standard Bank will manage conflicts of interest fairly.
    2. Standard Bank has identified the following circumstances which may give rise to a conflict of interest:
       1. Standard Bank may provide advice to clients whose interests may be in conflict or competition with other clients’ interests;
       2. Standard Bank may have an interest that is contrary to clients’ transactions, e.g. when clients trade in markets where Standard Bank acts as a market maker or when Standard Bank wishes to invest in the same instrument as a client;
       3. Standard Bank, its employees and related legal persons may have, establish, change or cease to have positions in securities, foreign exchange or other financial instruments covered by an investment recommendation or advice;
       4. Standard Bank’s portfolio managers may trade in securities or other financial instruments on behalf of the clients knowing that the trades will be beneficial to Standard Bank’s, its employees’ or related persons’ positions in the same instruments;
       5. Standard Bank may have an interest in maximizing trading volumes in order to increase its commission revenue, which is inconsistent with the client’s personal objective of minimizing transaction costs;
       6. Standard Bank may receive or pay inducements to or from third parties due to the referral of new clients or clients' trading.