Trading Terms & Conditions

These Trading Terms and Conditions, together with the Account terms and conditions, which can be found here https://isabullion.co.za/account-terms-condition and all documents referred to in the Account terms and conditions, as amended from time to time (“Account Terms and Conditions”) and the Instruction given in respect of the Trade (together the “Trade Contract”) constitute an agreement between the Client and ISA Bullion (Pty) Ltd, a company incorporated in South Africa, with its business address at 1st Floor, Craddock Square Offices, 169 Oxford Road, Rosebank, 2196.(“ISA Bullion”) for the execution of the Trade as specified in the Instruction.

The submission of an Instruction by the Client (or its Trading Agent) shall constitute an offer by the Client to enter into a Trade Contract in respect of the Trade. Upon the acceptance of an Instruction by ISA Bullion (which shall be instantaneous when submitted via the Platform) a Trade Contract shall be formed between the Client and ISA Bullion. Each Trade Contract formed shall be a separate contract between the Client and ISA Bullion and cover the specific Trade detailed in the Instruction.

By submitting any Instruction (or directing its Trading Agent to submit any Instruction), the Client confirms and warrants that it has read and understood these Trading Terms and Conditions, that it has the capacity, authority and ability to agree to the resulting Trade Contract and to carry out its obligations as set out in the Trade Contract, and that it shall be bound by the terms of the Trade Contract.

Where an Account is held in joint Individual Client names, each Individual Client shall be bound by the Trade Contract and shall be jointly and severally liable for all obligations contained in the Trade Contract. All references to ‘Client’ in these Trading Terms and Conditions is deemed to include all Individual Clients registered against the associated Account. The Individual Client submitting an Instruction (or directing a Trading Agent to submit any Instruction) warrants and represents that each of the joint Account holders have, read understood and agree to be bound by the terms of these Trading Terms and Conditions and the Trade Contract, and that it has all power and authority to give the Instructions and the warranties and representations contained in these Trading Terms and Conditions on behalf of each joint Account holder, and to bind each joint Account holder to the terms of the Trade Contract.

Each Individual Client, for itself and on behalf of each other Individual Client named on a joint Account with such Individual Client (if applicable), hereby agrees that the electronic format of the Trade Contract does not in any way affect its validity or enforceability and agrees that ISA Bullion may communicate with the Client electronically for all aspects of the Trade Contract and the associated Trade.

The Client (either directly or via its Trade Agent) has accepted and agreed to be bound by these Trading Terms and Conditions and the resulting Trade Contract formed in relation to the Trade by either (a) following the ‘click through’ process on the Platform (either in the Mobile Application or the Web Application) as part of the process of submitting the Instructions (including any submissions made by a Trading Agent) (“Click Accept”) or (b) by submitting Instructions via telephone (whether submitted by the Client or a Trading Agent) (“Verbal Accept”) or (c) submitting Instructions to the ISA email or the ISA WhatsApp Account (whether submitted by the Client or a Trading Agent) (“Written Accept”), and the Click Accept, Verbal Accept and Written Accept (as applicable) shall be deemed to be, and shall accordingly have the same legal effect as, an original ‘wet ink’ signature of the Client on a hard copy document form of the Trade Contract. For the avoidance of doubt, the Client declares, acknowledges, undertakes, confirms and agrees that its Click Accept, Verbal Accept or Written Accept of the Trade Contract formed in relation to the Trade is legally binding and is the equivalent to, and has the full force and effect of, its handwritten, original ‘wet ink’ signature to a hard copy document, and it shall not, for any reason whatsoever, at any time whatsoever, repudiate the meaning, validity, or enforceability of its Click Accept, Verbal Accept or Written Accept (as applicable).

1. DEFINITIONS AND INTERPRETATION

1.1 Save where defined elsewhere in these Trading Terms and Conditions, Capitalised words used in these Trading Terms and Conditions shall have the meanings as set out in the Account Terms and Conditions.

1.2 Notwithstanding Clause 1.1, the following capitalized words shall have the following meanings:

“Commodities” when used to state that ISA Bullion deals exclusively with Krugerrands, not just any form of gold or other precious metals;
“Trade” when used in the context of a Trade Contract, refers to the specific trade (buying and/or selling) of a Commodity, as detailed in the Instruction;
“Instruction” when used in the context of a Trade Contract, refers to the Instruction given by the Client or Trading Agent by telephone, via email, via the ISA WhatsApp Account, on the Web Application or on the Mobile Application (as applicable) which details, inter alia, the buy/sell instruction or other instructions such as “stopbuy” or “stopsell” as applicable, the Purchase Price or the Sale Price and the type and amount of Commodity; and
“Risk Statement” means the risk statement out in Clause 9.

2. OBLIGATIONS OF ISA Bullion

2.1 Provided that the Instruction is submitted during a Business Day and subject to (i) Clause 2.2, (ii) Clause 3.2, (iii) Clause 19.1, (iv) the Instruction containing all the information required by ISA Bullion and, (v) the Client or Trading Agent having provided any and all requested supporting documentation, ISA Bullion will execute the Trade in accordance with the related Instruction as soon as practicable.

2.2 Whilst execution of Instructions is typically instantaneous, the Client acknowledges that ISA Bullion makes no representation or warranty with regard to the time to execute an Instruction and the Client further acknowledges that Trades may not be executed in cases where the Platform is unavailable for any reason or where any Force Majeure Event is in continuance.

3. OBLIGATIONS OF THE CLIENT

3.1 The Client shall ensure the Instruction is submitted correctly and without error. Any errors in the Instruction will be the Client’s responsibility.

3.2 Where the Trade is a ‘buy’ Trade, the Client shall ensure that its Account is in funds equal to the Purchase Price plus the Mark Up and that there is no deficit on its Account.

4. DELIVERY AND STORAGE OF THE PHYSICAL COMMODITIES

4.1 If the Client has requested for the Commodities to be delivered to a location other than an ISA Bullion Warehouse Facility the following will apply:

unless agreed otherwise between the Parties, delivery shall be made EXW Ex Works, named place, (INCOTERMS 2020);
a delivery charge will be levied for the delivery of such Commodities to the Client, such charges will be agreed between ISA Bullion and the Client in writing (including via Email or ISA WhatsApp Account);
The Delivery Charges must be paid by the Client prior to delivery;
ISA Bullion shall procure that all customs and other formalities (if applicable) are complied with in respect of all Commodities provided that any customs fees or other taxes associated with the import or export of a Commodity shall be borne by the Client; and
Title and risk in the Commodities shall pass the Client in accordance with the above-mentioned Incoterm, unless otherwise agreed.

4.2 Unless otherwise delivered to the Client pursuant to Clause 4.1, ISA Bullion shall accept the Commodities on behalf of the Client to the Warehouse Facility designated by ISA Bullion . Such Commodities will be physically delivered to a nominated vault under the account of ISA Bullion with a reputable Warehouse Facility in accordance with the Account Terms and Conditions.

4.3 Where the Client wishes to make a Withdrawal, it may do so in accordance with the withdrawal process sent out in the Account Terms and Conditions.

5. CHARGES AND PAYMENT

5.1 ISA Bullion shall be under no obligation to make any Trade until the Client’s account has sufficient balance to cover the Mark-Up and any Purchase Price. The Client agrees and understands that the Trade will not be executed where the Client has insufficient balance.

5.2 If ISA Bullion in its discretion executes the Trade without being in receipt of payment, the resulting Commodity shall remain the property of ISA Bullion and will not be recorded on the Client’s Account until full payment has been received by ISA Bullion .

5.3 Where the Trade is a ‘sell’ Trade, no Sale Proceeds shall be recorded as a credit to the Client Account until ISA Bullion has received such Sale Proceeds in clear funds in its bank account and has been able to match such funds with the Client’s Account.

5.4 If the Trade is not executed in South African Rand, the Client agrees that any profit or loss arising as a result of a fluctuation in the Purchase Price exchange rate on the Business Day of the Trade and affecting such Commodity will be entirely at the risk of the Client.

6. RISK AND TITLE

6.1 The title in the purchased Commodity shall pass to ISA Bullion on the date that the Trade is completed and the Commodity legally transferred to ISA Bullion. Such title shall remain with ISA Bullion until it passes to the Client in accordance with Clause 13.6(e) of the Account Terms and Conditions, and any Withdrawal of any Commodities shall be dealt with under the Account Terms and Conditions.

7. TAXES

7.1 The Client shall:

pay any applicable stamp, registration, documentary or other duties and Taxes to which the Trade or a Trade Contract or any related documents may be subject or give rise to or which may be payable in order for such documents to be valid, binding or enforceable or admitted as evidence in any court (“Stamp Duties”) and shall indemnify ISA Bullion from and against any losses or liabilities which any of them may incur as a result of any delay or omission by ISA Bullion to pay any Stamp Duties;
pay all export or import duties and any other Tax as may be payable in relation to the Commodity and/or the Trade envisaged under a Trade Contract;
pay any capital gains taxes or other similar personal income taxes as may be payable in relation to the sale or purchase of a Commodity made pursuant to a Trade Contract;
if a deduction or withholding for or on account of tax from a payment under a Trade Contract (“Tax Deduction”) is required by law to be made by the Client, the amount of the payment in respect of which the Tax Deduction is required to be made shall be increased to the amount which (after the Tax Deduction) will leave an amount equal to the payment which would have been due if no Tax Deduction had been required. Where ISA Bullion is required to make any deduction on account of withholding or any other form of Tax from a payment due to a Client, ISA Bullion shall be entitled to deduct such amount from any Client Funds; and
(to the extent required by any Applicable Laws) pay any value added tax, turnover or sales tax or any similar tax (“VAT”) payable in any jurisdiction on the Mark-Up or any other sum payable under each Trade Contract and/or as a consequence of the sale of the Commodity to or by ISA Bullion under the Trade Contract, and indemnify ISA Bullion for any payments of VAT made by ISA Bullion in respect of any Commodity.

7.2 All payments due to ISA Bullion under a Trade Contract are exclusive of VAT.

8. CLIENT WARRANTIES AND REPRESENTATIONS

8.1 The Client warrants and represents that:

Commodities which are the subject of the Trade and covered by a Trade Contract are to be used for the sole purposes of physical Bullion trading and not for speculative financial trading activities;
it has placed the Instruction (or authorised its Trading Agent to place the Instruction) and entered into a Trade Contract in respect of the Trade solely upon its own judgement and it has not relied on any view or opinion of any employees of ISA Bullion or any Associated Person or any third party connected with or associated with ISA Bullion;
it understands that ISA Bullion uses the Platform to receive and execute Instructions and that the Platform may suffer downtime, errors or corruption which may delay or prevent a Trade from being made in accordance with the Trade Contract;
it has taken its own financial advice and tax advice in relation to the Trade and it understands that ISA Bullion does not provide any trading or investment advice to the Client;
it understands the risks associated with the Trade and has read and understood the Risk Statement;
where the Instruction is placed by its Trading Agent, it will be bound by such Instruction and the resulting Trade Contract;
it enters into the Trade Contract as a principal only and not as a broker or trustee;
all information provided by or on its behalf to ISA Bullion in connection with the Trade and/or the resulting Trade Contract from time to time is and shall be accurate and comprehensive and it will notify ISA Bullion of any material change to such information;
in respect of all Commodities in its possession which are subsequently provided to ISA Bullion as part of the Trade:

such Commodities are legally and beneficially owned by the Client;
the Client has full authority, right and title to deal with such Commodities as contemplated by the Instruction and the Trade Contract;
the Commodities are provided free and clear of any encumbrance, hypothecation, security interest, title retention or any other security agreement or arrangement.

in the case of a joint Account:

it is aware of and has agreed to each Instruction and related Trade to be made under the Trade Contract, irrespective of whether an Individual Client itself, or one of the other joint Account holders, or a Trading Agent submitted the Instruction;
it is jointly and severally liable with all other joint Account holders for complying with the terms of any resulting Trade Contract.

9. RISK STATEMENT

9.1 Trading Commodities can result in the potential loss of part of all of the value of the Commodity. The Client understands that:

it should not enter into any Trade unless it fully understands the risks associated with commodities trading;
before commencing with commodities trading it would be advisable to study the nature of commodities trading;
trading commodities should generally only be undertaken by investors who understand the market;
commodities trading is not recommended for any Client who does not have the appropriate risk profile or sufficient funds available to bear trading losses;
there is no guarantee of any profits and all capital may be lost;
it shall be solely responsible for all losses arising from any Trade;
commodity trading comes with a wide range of risks, which include but are not limited to the following:

under certain market conditions, the Client may find it difficult or impossible to liquidate a position. Placing contingent orders, such as “stopbuy” or “stop-sell’ orders, will not necessarily cap the Client’s loss to the intended amounts, since market conditions may make it impossible to execute such orders at the exact designated price in time or at all;
ISA Bullion may not be able to implement automated ‘stopbuy’ or ‘stop-sell’ orders or any other order for Trades for the reasons set out in Clause 9.1(g)(i), 9.1(g)(iii) or due to a Force Majeure Event;
the Platform might become inaccessible for one or more periods of time, or system or component failure may result in the loss of orders or order priority. The Platform is provided ‘as is’ and the Client’s attention is specifically directed to the disclaimers at Clause 10;
if the Client’s Account number and password are compromised, the Client is at risk of unauthorized access to such Account. The most serious risk arising from the theft of the password are the loss of privacy and the entering of one or more mischievous Instructions via the Platform to which the Client will remain bound (including the resulting Trade Contract) irrespective of the security breach. ISA Bullion advises the Client to keep passwords secure and apply industry standard best practice password etiquette. The Client acknowledges that it shall be fully responsible for all Trades made using its Account;

The above-mentioned list of risks is not an exhaustive list and the Client must take its own financial and tax advice in relation to each Trade.

9.2 Nothing in this Risk Statement should be construed as financial advice and should not be relied on as such. The Client must undertake its own analysis of risks.

10. ISA DISCLAIMER

10.1 The Platform is provided ‘as is’ and ISA Bullion makes no representation or warranty with regard to the availability of the Platform to execute a Trade or submit Instructions.

10.2 ISA Bullion shall use all reasonable endeavours to execute the Instruction and perform each Trade under each Trade Contract but makes no representation or warranty that the Trade will be completed or that such Trade will be completed within a set time scale, and time shall not be of the essence for the execution of a Trade pursuant to a Trade Contract.

10.3 ISA Bullion and its Associated Persons shall not be liable to Client, its Affiliates or (if applicable) any of its employees, managers, officers, directors, affiliates, associates, shareholders or representatives, or any Trading Agent or Nominee, for any liability or loss whatsoever, whether direct or indirect and whether or not foreseeable incurred as a result of:

the Trade;
any delay or failure to make the Trade for any reason including but not limited to a breakdown or failure of transmission or communication facilities, distortion or delay in trading via the internet, electrical power outage or for any other cause beyond ISA Bullion control, including (without limitation) any Force Majeure Event;
the inability to access the Platform to execute the Trade or receive Instructions;
any delay in the transmission of an order to Trade due; or
any partial or non-performance by ISA Bullion of its obligations under the Trade Contract by reason of compliance with any regulatory action or requirement of any exchange, clearing house or regulatory or self-regulatory organization.

11. LIMITATION OF LIABILITY

11.1 ISA Bullion shall not be liable to the Client or any Trading Agent for any indirect or special damages or for any consequential loss or damage, however the same may arise under a Trade Agreement

11.2 ISA Bullion total aggregate liability to the Client, the Client’s affiliates and any of their employees, managers, officers, directors, affiliates, associates, shareholders or representatives or any Trading Agent under or in connection with a Trade Contract or any Instruction or Trade shall be limited to the Mark-Up paid under the associated Trade Contract (“Liability Cap”).

12. TERM AND TERMINATION

12.1 Each Trade Contract shall continue in full force and effect, unless terminated earlier in accordance with the terms and conditions of the Trade Contract, until the Trade has been made and the Client and ISA Bullion has fully discharged all their obligations under the Trade Contract.

12.2 A Trade Contract shall be terminated by an Event of Default. In the event of a termination for an Event of Default, ISA Bullion may deal with the Commodities which are the subject of the terminated Trade Contract in accordance with the relevant provisions of the Account Terms and Conditions.

12.3 Where the Client’s Account is shut down or suspended, the Trade Contract shall terminate automatically and without notice.

12.4 Without prejudice to Clause 21, termination under Clause 12.3 shall be deemed to constitute a mutual agreement to terminate the contract by consent of both parties, in alignment with the principles of consensual termination under South African contract law.

13. INDEMNIFICATION

13.1 The Client agrees to indemnify and hold ISA Bullion and all Associated Persons, and its successors and assigns harmless from and against any and all indebtedness, liabilities, obligations, losses, damages, penalties, actions, suits, judgments, costs, charges and expense, including reasonable attorney’s fees arising from or in connection with the execution of any Trade by ISA Bullion or its Associated Persons. The benefit of this indemnity is held by ISA Bullion for itself and Associated Persons.

13.2 The Client agrees that ISA Bullion will not be responsible for :

any delay in the transmission of an order to Trade due to a breakdown or failure of transmission or communication facilities, distortion or delay in trading via the internet, electrical power outage or for any other cause beyond ISA Bullion’s control, including (without limitation) any Force Majeure Event; or
any partial or non-performance by ISA Bullion of its obligations under the Trade Contract by reason of compliance with any regulatory action or requirement of any exchange, clearing house or regulatory or self-regulatory organization.

14. NOTICES

14.1 Any notices delivered under or in connection with a Trade Contract shall be delivered in accordance with the Account Terms and Conditions

15. NO WAIVER

15.1 No waiver or amendment of a Trade Contract may be implied from any course of dealing between the Parties or from any failure by ISA Bullion or any Associated Person to assert its rights under a Trade Contract on any occasion or series of occasions.

15.2 No oral agreements or instructions to the contrary of a Trade Contract shall be recognized or enforceable unless agreed to in writing by ISA Bullion.

15.3 Each Trade Contract embodies the entire agreement of the Parties relating to the Trade, superseding any and all prior written and oral agreements, and there are no other terms, conditions or obligations other than the terms of the Trade Contract.

16. AMENDMENTS

16.1 ISA Bullion may amend these Trading Terms and Conditions and any Trade Contract in force from time to time as permitted in the Account Terms and Conditions and Clause 24 of the Account Terms and Conditions shall apply mutatis mutandis to these Trading Terms and Conditions as if mentions to the ‘Terms and Conditions’ in that clause are to the ‘Trading Terms and Conditions’.

17. BINDING EFFECT OF THE AGREEMENT

17.1 ISA Bullion may assign, transfer, delegate or subcontract performance of a Trade Contract or any of its rights or obligations under a Trade Contract to any third party at any time. Each Trade Contract is personal to the Client and may not be assigned, transferred or delegated in any way.

17.2 Each Trade Contract including all authorizations, shall inure to the benefit of ISA Bullion and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon the Client and/or the estate, executor, trustees, administrators, legal representative, successors and assigns of the Client.

18. EFFECT OF INVALIDITY

18.1 If at any time any provision of the Trade Contract shall be found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of the Trade Contract, which shall remain in full force and effect.

19. ANTI MONEY LAUNDERING

19.1 ISA Bullion may refuse to execute a Trade Contract if the Client has not provided up to date anti-money laundering documentation in accordance with the Account Terms and Conditions or failed to sufficiently, to the satisfaction of ISA Bullion , disclose any source of funds to be transferred to ISA Bullion.

20. CONFLICT

20.1 In the event of any conflict or inconsistency between the provisions of the Trading Terms and Conditions and the Account Terms and Conditions the following order of precedent shall apply:

these Trading Terms and Conditions; and
the Account Terms and Conditions.

21. GOVERNING LAW AND JURISDICTION

21.1 The terms of each Trade Contract and any non-contractual obligations arising out of or in connection therewith are and shall be governed by and construed in accordance with the laws of the Republic of South Africa.

21.2 The courts of South Africa shall have exclusive jurisdiction to settle any disputes that may arise out of or in connection with each Trade Contract or any non-contractual obligations arising out of or in connection therewith (including any dispute regarding the existence, validity, breach, or termination of the Trade Contract).

22. GOVERNMENTAL

22.1 If any status or directive shall hereafter be enacted or any rule or regulation shall hereafter be adopted or issued by any governmental authority, or a contract market or clearing organization which shall be binding upon ISA Bullion and shall affect in any manner or be inconsistent with any of the provisions hereof, the affected provisions of the Trade Contract shall be deemed modified or superseded, as the case may be, by the applicable provisions, of such statute, rule or regulation, and all other provisions of each Trade Contract and provisions so modified shall in all respects continue in full force and effect.