Terms and Conditions
In this Agreement, ''I/we'', ''me/us'' and ''my/our'' refer to the
individual(s), corporation(s) or party/ies who is/are the account
owner(s), has/have an interest in the account(s) , and consent(s) to be
bounded by the terms of this Agreement. On the other hand, ''you'',
''your'' and ''UI'' refer to Unicapital, Inc., its employees, officers and
The term ''Securities'' shall include any funds, bonds, notes, and any
rights, options or interests in or in respect of any of the foregoing
certificates of interest or participation in any instruments commonly
known as securities.
“UI” refers to Unicapital, Inc., a registered SEC-licensed Dealer and
Broker of Securities and a Dealer and Broker Participant of the
Philippine Dealing and Exchange Corp (PDEx).
“Unicapital Group” refers to UI and its subsidiaries, affiliates, parent
companies, related parties, and their respective directors,
shareholders, officers, employees, consultants and agents.
In consideration of your acting as my/our broker in the buying and
selling of my/our account/s, I/we hereby consent to all the
transactions being governed by the rules and regulations of the
Philippine Dealing and Exchange Corp., the Philippine Depository and
Trust Corporation, the Bureau of Treasury, the Securities and
Exchange Commission, the Bangko Sentral ng Pilipinas, the AntiMoney Laundering Council, other customs and usages of the
foregoing, and the following terms and conditions:
1. Client Identification. I/we am/are aware of your explicit policy that
business transactions will not be conducted with me/us if I/we fail to
provide satisfactory evidence of my/our existence upon opening
my/our account with you. The signature(s) appearing on this form
is/are true and official signature(s) of the account and may be used for
verification of the said signature(s) at all times and for all purposes.
I/we may not assign, transfer or share any right or obligation related
to this Agreement without your prior express written consent.
2. Warranty of Information. I/We represent and warrant that all
information provided by me/us pursuant to this Agreement, including
the Customer Information Form, is true, complete and accurate. In
case of any change in said information, I/we shall inform you
immediately. I/We also hereby authorize you to conduct such credit
or background checks to verify any information provided by me/us,
and to ascertain my/our financial situation and investment objectives.
3. Buy and Sell Orders. Any order made by me/us for the purchase or
sale of securities shall be binding on me/us (i) upon making the order
verbally through its authorized traders (whether in person, through
the telephone or other similar means), in writing (by fax, by telex or
by e-mail), through the Short Messaging Service (SMS or text) through
an authorized person, and (ii) upon receipt of confirmation notice duly
signed by your authorized officer or sent through e-mail. You may rely
or act upon such orders, and you shall not be liable for any loss or
damage suffered by me/us, provided that you act in good faith.
In the event a sell order is intentionally or inadvertently accepted and
executed without the required balance in my/our account, I/we agree
to immediately deliver to you the securities sold in good deliverable
and negotiable form. I/we am/are responsible for any losses or
expenses incurred by you as a result of my/our failure to make such
delivery. In order to complete my/our short sale, you may need to
borrow the security/ies I/we sold and did not own. I/we will be
subject to a buy-back of the security for my/our account and at
my/our expense. If the securities are bought in, I/we will be
responsible for any resulting losses and all associated costs incurred
You shall have the right, whenever in your sole or exclusive discretion,
and whenever necessary for your protection, in the event that: (i) a
petition for bankruptcy, or for appointment of a receiver is filed by or
against me/us, or (ii) an attachment is levied against my/our account(s)
with the Broker: (a) to close any or all outstanding orders, as well as, to
sell any or all securities in my/our account(s), (b) to transfer money or
securities from any one of my/our account(s) to another, and (c) to buy
any or all securities which may be short in such account(s), all without
the need of notice, additional security or collateral, or notice of sale or
purchase, or any other notice or advertisement, all of which are hereby
waived. Any such sales or purchases may be made at your discretion
and you may be purchasers or sellers for your own account.
Notwithstanding the foregoing, I/we shall, at all times, be liable for the
payment of any amount owing on my/our account(s) with you upon
demand and that I/we shall be liable for any deficiency remaining in any
such account(s) in the event of the liquidation thereof in whole or in
part by me/us or by you. For the purpose of buying, selling, or
performing other acts pursuant to the above paragraph, I/we hereby
irrevocably appoint you, your successors or assigns, as my/our attorney
in fact with power to buy, sell or act, for any of my/our account(s)
(whether carried individually or jointly with others), to agree upon the
price of said securities, execute bills of sale, receipts, assignments of all
my/our rights, title and interest to the purchaser(s) thereof. You are also
authorized to deliver or accept delivery of the certificates and/or any
portions of the securities held under any of my/our account(s) (whether
carried individually or jointly with others) and herein pledged, to be
transferred to your name or your nominee.
4. Fees and Charges. I/we agree to pay the then current fees and
charges upon my/our purchase and sale of securities. I undertake to
deliver the cash in UI’s cash settlement bank account on the value date
of the transaction. I/we acknowledge and agree that such commission
rates and fees are subject to change at any time, with reasonable notice
by posting such notice on the Website or by other means, and I/we
agree to be bound thereby. I agree to check the Website once-a-month
for updates on the rates fees and charges to my prospective
transactions. Current fees and charges are listed on Annex A. I/we
undertake to not withhold, suspend, discontinue, alter or modify any
payment or obligation arising from this Agreement for any reason
including the existence of any dispute, claim or allegation against the
5. Trading Periods. I/we understand that currently, the trading hours of
the Philippine Dealing and Exchange Corp. via the Bloomberg FIQ Fixed
Income trading facility are from 9:00 a.m. to 12:00 p.m., market
resumes at 2:00 p.m. and closes at 4:00 p.m., Philippine time. These
may change to any other periods that the PDEx or any other SelfRegulatory Organization may otherwise prescribe. Orders given by
me/us outside of these trading periods (off-hours) shall be queued and
posted on the next market open on a first-come-first-served basis.
6. Non-Disparagement. I shall not commit any act which directly or
indirectly tends to or proximately causes the disparagement or
denigration to the Unicapital Group. This includes not making
statements or expressions in mass media or social media which would
adversely affect UI’s reputation.
7. Non-Solicitation. I shall not for my own interest or for that of any
third party directly, indirectly cause or attempt to solicit, engage, enter
into negotiation, tender any offer, employ, divert or attempt to divert in
manner any current or prospective client, customer, officer,
employee, personnel, consultant, agent, or contractor of the
8. Confirmations, Account Statements and Other Notices. I/we agree
to accept confirmation of purchases and sales, and receive
statements of account and other account information and related
documents through my/our mailing address or at any such other
address es as I/we may hereafter give to you in writing or
electronically through e-mail.
9. Settlements. It is agreed that all securities purchased will be settled
not later than 4:00 p.m. of the value/settlement date stated in the
transaction, or the Settlement Date. Orders with no indicated value
date is considered T+1 or a day after the trade date. It is further
agreed that in the event of my/our failure to pay the full settlement
amount of the transaction, will result on a failed trade. You will
receive coupon payments on my/our behalf, and will credit my/our
account or issue a check within one (1) day after the coupon dates.
10. Confirmation of purchases and sales, and statements of account.
Sent electronically or through any of my/our provided addresses in
the Customer Information Form will be deemed good delivery and
shall be binding on me/us in the absence of any written objection
received by you within 24 hours from the time confirmation and
statements of account were sent to me/us. It is understood that in the
event of any failure to notify you in writing of any change of address,
all communications shall be directed to my/our last known address
appearing in your records. All communications sent, whether by mail,
email, telegraph, telephone, fax, messenger, or delivered otherwise
shall constitute personal delivery to me/us and be deemed delivered
and received by me/us whether actually received or not. UI shall send
all invoices and notices via email unless either I/we or UI elects
11. Void Transaction. You are authorized to void this contract without
prior notice or to cease contracting business with me/us for reasons
including, but not limited to, my/our delinquency in settling accounts
or failure to deliver securitiessold within prescribed deadlines.
12. Force Majeure. I/we agree that you will not be liable to me/us for
any delay or failure to perform any obligation on your part, or for any
loss or damage caused
directly or indirectly by any condition or circumstance over which you
do not have control, including but not limited to government
restriction, exchange or market rulings, suspension of trading,
electronic or mechanical equipment or communication lines,
telephone or other interconnection problems, unauthorized access,
theft, operator errors, severe weather, earthquakes, floods and
strikes or other labor problems, war (whether declared or not),
invasion, insurrection, military coup, commotion or usurped power, or
by order of any civil authority, or other causes beyond your control.
13. Litigation. It is agreed that in the event of any controversy or
litigation arising out of this Agreement, your books shall be final and
conclusive evidence of the amount due to you. You shall be entitled to
reimbursement for all actual expenses of litigation as well as
attorney's fees and cost of suit, all of which shall be in amount
equivalent to not less than twenty five percent (25%) of the total
amount of my/our indebtedness outstanding to you. Venue for
litigation shall be in the proper courts of Makati, and I/we hereby
waive any other applicable venue. For material breaches of this
Agreement, you may file any action, suit, remedy against me without
need of any prior act, including tendering a demand.
14. Invalidity. If any provision in this agreement shall be held
unenforceable by any court or self -regulatory agency, the invalidity
shall be limited to such provision while other remaining provisions
shall not in any way be affected.
15. Revocation. This agreement shall continue until a signed notice of
revocation is received by me/us or from me/us, and in the case of
such revocation, it shall continue to be effective as to transactions
entered into prior thereto. I/we understand that you may at any time,
at your sole discretion and without prior notice to me, prohibit or
restrict my/our access to the use of the Website or related services
and my/our ability to trade. You may terminate my/our account at
any time for any reason and without prior notice to me. The closing of
an account will not affect the rights and/or obligations of either party
incurred prior to the date that the account is closed.
16. Amendment. Upon justifiable reason and subject to the approval
of UI, you shall be entitled to request to amend the terms of this
Agreement, in whole or in part, with advance notice through mail or in
writing. Reference to these ''Terms and Conditions'' and to any
particular condition, in these ''Terms and Conditions'' shall be
interpreted to mean these Terms and Conditions or that particular
condition respectively, as changed from time to time in accordance
herewith. For amendments to the Terms and Conditions, specifically
for the imposition of service charges/fees or changes in commission
rates, I/we understand that the change(s) shall take effect at least
sixty (30) days after due notice has been given to me/us through email
or at my/our last known address. Information by regular mail,
statement of account messages, electronic mail, fax, Website
information, courier delivery and/or other alternative modes of
communication shall be considered sufficient notice. And my failure
to manifest or register my/our objection to the change(s) in writing
within thirty (30) days from receipt of the notice or knowledge of the
change(s) shall be deemed to constitute acceptance of such changes.
To conform with its business and operational needs, UI may, subject
to prior notice, may revise the manner of payment and rates of the
fees and charges on its products and services.
17. Effectivity. This Agreement shall take effect upon the date of
signing, as indicated below. This Agreement shall inure in favor of your
successors and assigns and shall continue until a signed notice of
revocation is received.
Risk Disclosure Statement
Prior to investing in fixed-income securities (the “Transaction”) with Unicapital, Inc. (“UI”), UI is hereby
informing the client that such Transactions carry different degrees of risk. It is necessary that before entering
into each Transaction, the client should have:
(1) fully understood the nature of the Transaction and the extent of your exposure to the risks;
(2) read this Risk Disclosure Statement completely; and
(3) independently determined that each Transaction is appropriate for the client.
There are risks involved in investing in fixed-income securities due to the changes in the value of investment
brought by fluctuation of market rates and/or prices. Investment in fixed-income securities does not provide
guaranteed returns especially if it will not be held until its maturity date; and therefore, it will be subject to
marked-to-market valuation based on prevailing market prices.
The Client understands that entering into any of the Transactions may expose himself to risks, including but
not limited to the following:
(1) Interest Rate Risk is the possibility to experience losses due to changes in interest rates.
(2) Market/Price Risk is the possibility to experience losses due to changes in market prices of securities
(3) Liquidity Risk is the possibility to experience losses due to the inability to dispose or convert the asset
into cash immediately. Illiquid market makes it difficult or costly to exit or unwind positions.
(5) Operational Risk is the possibility to experience losses due to failures of internal systems and controls of
any and all relevant institutions and agencies in charge of recording and valuing the instrument and related
transactions, or detecting human error, systems failure or management failure and monitoring and
quantifying the risks and contractual obligations associated with the instrument.
(6) Credit/Default Risk is the possibility to experience losses due to the failure of the issuer for whatever
reason to pay the principal and/or interest in a timely manner.
(7) Foreign Exchange Risk is the possibility to experience losses due to fluctuations in foreign exchange rates.
(8) Country Risk is the possibility to experience losses arising from investments in securities issued by/in
foreign countries due to the political, economic, and social structures of such countries.
This Statement does not disclose all the attendant risks or other relevant considerations related to the
Transactions. The Client should ensure that he/she understands and comply with the applicable
requirements that are established by regulators, board of directors, or other governing body in connection
with the Transaction. The Client understands that the Transactions are being made without recourse to UI
and that the above risks are entirely for the client’s account.
Conforme of Client:
We have read and understood the entire Risk Disclosure Statement and agree that we shall enter into each
of the Transactions fully aware of the risks involved in such Transaction.