NCBCM GoIPO Portal Agreement
This GoIPO Portal Agreement is between NCB Capital Markets Limited (“NCBCM”) of 32 Trafalgar Road, Kingston 10, Jamaica AND the client wishing to use the GoIPO Portal (“you”).
1 Definitions
When used herein, the following terms shall, unless the context requires otherwise, have the following meanings and include the plural as well as the singular:
“Account” means any account held by you, whether individually or jointly with any other person, with the Bank, NCBCM or any other NCB subsidiary.
“Bank” means National Commercial Bank Jamaica Limited.
“Broker” means a company registered with the JSE to buy or sell securities on behalf of their clients.
“Business Customer” means any company, partnership or sole proprietorship, government or sub-department agency or corporation of government, institution, or any other entity or person conducting business operations which has
been accepted by the Bank or NCBCM as a Business Customer.
“Business Day” means a day other than a Saturday, Sunday, or a day on which financial institutions are authorized by law to be closed in Jamaica.
“GoIPO Portal” means the online web portal that facilitates the electronic submission of Initial Public Offering applications to the Jamaica Central Securities Depository Limited. The web address of the GoIPO Portal
is Https://goipo.jncb.com.
“GoIPO Portal Agreement” or “the Agreement” means this GoIPO Portal Agreement made between you, the client and NCBCM in relation to the use of the GoIPO
Portal as same may be amended, varied or modified and in effect from time to time, a current version of which shall at all times be posted in full at
Https://goipo.jncb.com and www.ncbcapitalmarkets.com.
“GoIPO Portal Services” or “the Services” means the services offered by NCBCM pursuant to this GoIPO Portal Agreement.
“IPO” means an Initial Public Offering that has been approved by the Jamaica Stock Exchange and the Financial Services Commission.
“JCSD” means the Jamaica Central Securities Depository Limited, which is a subsidiary of the Jamaica Stock Exchange.
“JCSD Account” means an electronic account for holding securities on behalf of an investor at the JCSD.
“JSE” means the Jamaica Stock Exchange, where securities are bought and sold in Jamaica.
“NCB” means the Bank and all its subsidiaries from time to time or any of them.
“NCBCM” means NCB Capital Markets Limited, a subsidiary of National Commercial Bank Jamaica Limited.
“NCB Online Credentials” means the combination of characters (which may include letters and numbers) that is used to access the NCB online and NCBCM online platforms.
“Non-NCB Online Credentials user” means a person using the GoIPO Portal without using NCB Online Credentials.
“Portal Administrators” means administrators of the GoIPO Portal.
“Prospectus” means a formal document that provides details about an investment offering for sale to the public.
2 Nature and Scope of the GoIPO Portal Agreement
2.1 Acceptance of the Terms and Conditions
This GoIPO Agreement may be amended by NCBCM unilaterally and will change from time to time. We will notify you of such changes by posting them on the websites at Https://goipo.jncb.com and www.ncbcapitalmarkets.com. The changes shall take effect 14 days after the date of posting on the websites or on such other date as may be specified in the notice posted on the
websites.
If you give any instruction by way of the GoIPO Portal, benefit from any GoIPO Portal Services performed on your instruction, or authorize others to give instructions on your behalf through the GoIPO Portal, after the effective date of a change
in the Agreement, you indicate your agreement with the change.
2.2 Relation to Other Agreements
This GoIPO Portal Agreement governs the use of the GoIPO Portal. This Agreement is in addition to and not in substitution for the terms of any other agreement between NCB and you. When you transact business on any Account through the GoIPO Portal,
you do not change the agreements you already have with us for that Account. In the event of any inconsistency between the GoIPO Portal Agreement and any other substantive agreement between you and NCB, the substantive agreement will prevail.
3 Applying to participate in an IPO
3.1 User Identification
To access the GoIPO Portal, you will need visit the website at Https://goipo.jncb.com to utilize your NCB Online Credentials to submit an IPO application or submit an IPO application as a Non-NCB Online Credentials
user.
(Note however that Business Customers can only submit IPO applications as Non-NCB Online credentials users.)
In order to register for NCB online or NCBCM online, you will need to visit any NCB branch or contact your NCBCM representative (Wealth Advisor/Client Services Officer) or Customer Care at [email protected] or call (876) 968- 9708.
Submitting an application as a Non-NCB Online credential user will require the upload of a valid government issued photo ID and GoIPO Signature Authorisation Form.
3.2 General
a. By submitting an application via the GoIPO Portal, you confirm that you, have read and understood and hereby agree to be bound by the terms and conditions contained in this Agreement, the Prospectus and the Articles of Incorporation of the
relevant company issuing the securities which are offered for sale.
b. The Prospectus will be published on the GoIPO Portal subsequent to it being published on the JSE’s website, www.jamstockex.com, or such website communicated/approved by the JSE.
c. You will be provided with all details relating to the offer including, but not limited to, details on the company, offer size, open and close dates, share pool type and unit price.
d. You will require a valid JCSD Account prior to submitting your application via the GoIPO Portal. It is your responsibility to ensure that your JCSD Account is ‘Active’ at the JCSD. The JCSD, GoIPO Portal or the Portal Administrators
will not accept applications, unless otherwise approved by the JCSD, if the relevant JCSD Account is not in an ‘Active’ state.
e. You will be able to complete and submit an electronic application to participate in the IPO published on the GoIPO Portal pursuant to the terms of the Prospectus. Any account holder can initiate an application, however, all account holders
will be required to confirm or accept the application for it to be accepted by Portal Administrators and the JCSD.
f. You will be able to complete and submit early applications following the publication of the Prospectus on the GoIPO Portal. Any such applications will be considered received but will not be processed, i.e. not submitted to the JCSD, until
the official opening date of the offer pursuant to the Prospectus for the IPO.
g. You will be required to provide all information or documents requested on the GoIPO Portal to avoid cancellation of applications.
h. All IPO applications submitted via the GoIPO Portal are final and will not be edited by the Portal Administrators.
i. The GoIPO Portal does not allow for cancellation of applications.
j. Submitted applications do not represent final acceptance by NCBCM or the JCSD.
3.3 Funding Your Application
a. All applications must be funded on submission of your application or prior to the submission of your application.
b. Any payment or transfer made by way of the GoIPO Portal must be made in the same currency as the Account from which the payment or transfer is made.
c. Prior to submitting an application, you agree to ensure that cleared funds are available on your Account or that you have transferred or deposited cleared funds to the relevant bank account noted in the Prospectus or otherwise advised.
d. If you are submitting an application by using your NCB Online Credentials, funds will be automatically deducted from your selected Account and subsequently transferred to the relevant bank account noted in the Prospectus or otherwise
advised.
e. If you are not submitting an application using your NCB Online Credentials, verification of payment to the relevant bank account will be confirmed by the Portal Administrator prior to accepting the application for
further submission to the JCSD.
f. Only applications for which cleared funds have been identified will be accepted. It is your responsibility to ensure that your application has been funded using cleared funds in advance of the closure date.
g. Where cleared funds have not been identified on the closure date of the IPO, the Portal Administrators and the JCSD, pursuant to the Prospectus, will reject all such applications.
3.4 Joint Account Holder Confirmation
a. Once you are submitting an application on a JCSD Account that has more than one account holder, each joint account holder is required to confirm participation in the IPO.
b. You will have the option to provide the joint account holder’s acceptance via a GoIPO signature upload form or electronically by way of a direct email to the joint account holder.
c. Joint account holders that are providing acceptance via email, will receive an email with a unique reference number to be used to confirm/approve the application.
d. Where confirmation is not received on the closure date of the IPO, the Portal Administrators and the JCSD will reject all such applications.
3.5 JCSD Account
It is your responsibility to ensure that you carefully select the intended JCSD Account for which the application will be submitted.
4 Accuracy of Information Supplied by Client
You warrant that the information provided by you through the GoIPO Portal will be accurate and complete. NCB shall have no liability for consequences arising from you supplying erroneous or incomplete information to NCB.
If you suspect or become aware that there is an error in the information supplied to NCB, you shall advise NCB as soon as possible. NCB will endeavour to take corrective action wherever reasonably possible.
5 Service Hours
GoIPO Portal Services are usually available 24 hours a day, 7 days a week, every day of the year, except during system maintenance and upgrades.
6 Fees & Charges
All applicable fees and charges are your responsibility and will be payable upon submission of the application.
7 Security Provisions
7.1 Protecting your NCB Online Credentials
You agree to keep your NCB Online Credentials secure and strictly confidential and to immediately notify us and obtain new NCB Online Credentials if you have any reason to believe that any other person may know your NCB Online Credentials.
7.2 Contact by NCB
No employee of NCB, participating third party payee, or any company affiliated with NCB should contact you via e-mail or telephone requesting your NCB Online Credentials. If you are contacted by anyone requesting this information, do not give
this information and please contact us immediately.
7.3 Log Off after You Conduct Your Business
For your protection, log off after every GoIPO Portal internet session and close your browser to ensure confidentiality.
8 Disclosure of Account Information; Subcontracting
You agree that NCB may disclose information to third parties about your Account or your GoIPO Portal transactions in the following cases:
· When it is necessary for completing funding of your IPO application which you have instructed us to carry out, or to investigate or resolve a problem related to funding your IPO application
· To comply with any law, regulation or rules, a government agency or court orders or with the request of a federal regulator
· If you give us your permission
· To JCSD and JSE
· To subsidiaries and affiliates of NCB
NCB may sub-contract or employ agents to carry out any of its obligations under this Agreement. To that end, NCB may disclose information to such sub-contractors or agents about your Account or your GoIPO Portal transactions. This agreement
as to disclosure does not limit any other authority you may give or may have given to NCB to disclose information about you or your Accounts.
9 In Case of Errors or Questions about Your NCBCM GoIPO Portal Transactions
If you believe there is an error with your application or transaction, we must hear from you no later than two (2) Business Days after submitting your application. When you contact us, please provide the following information:
· Your name and Account number
· GoIPO application reference number
· The date and dollar amount of the transaction in question
· The transaction number assigned by GoIPO Portal, if available
· A description of the transaction you are querying
· A clear explanation as to why you believe there is an error or why you need more information.
You can contact the NCBCM Customer Care Centre in the following ways:
· By secure online E-mail (for matters of a general nature) to [email protected], or using the service facilities (for financial transactions)
accessed through the NCB e-Link website www.jncb.com
· By telephone at (876) 968- 9708 or 888-4-WEALTH (932584) and following the voice prompts to speak to a Client service representative.
· By letter to the NCB Capital Markets Limited Care Centre at:
Care Centre
29 Trafalgar Road
Kingston 10
Jamaica, West Indies
If you first inform us verbally, we may require you to send us your complaint or question in writing or via secure e-mail within two (2) Business Days of the verbal complaint or query.
Upon receiving your complaint or query, we will investigate it. We will tell you the preliminary results of our investigation within five (5) Business Days after we hear from you, and we will promptly correct any error on our part
which we may discover. If we need more time, however, we may take up to a further thirty (30) Business Days to investigate your complaint or question.
If we conclude there was no error on the part of NCB, we will send you a written explanation within three (3) Business Days after we complete our investigation.
10 Electronic Disclosure and Consent
You agree that we may provide you with all disclosures, advisories and other communications, about the GoIPO Portal Services, including the GoIPO Portal Agreement, in electronic form by way of posting same on the website at https://goipo.jncb.com and/or
www.ncbcapitalmarkets.com. At your request, we will provide you with a paper copy of any such documents without any fee.
11 Limitation of NCB’s Liability
11.1 Unauthorised Use
NCB WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED INSTRUCTION, PAYMENT OR TRANSFER MADE USING YOUR NCB ONLINE CREDENTIALS THAT OCCURS BEFORE YOU HAVE NOTIFIED US OF POSSIBLE UNAUTHORIZED USE AND WE HAVE HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
If you give or allow an unauthorized person access to your NCB Online Credentials, whether intentionally or inadvertently, you are authorizing that other person to use the GoIPO Portal on your behalf, and you are responsible for
all transactions the person performs using your NCB Online credentials.
11.2 Performance Limitation
NCBCM will use reasonable efforts to provide reliable service in accordance with the terms and conditions of this Agreement. However, NCBCM does not warrant that its operation of the GoIPO Portal will be error free, secure, timely
or uninterrupted, or that it will meet all of your needs.
Except as specifically provided in this Agreement, NCBCM disclaims all warranties as to the GoIPO Portal and/or the Services including without limitation all implied warranties of merchantability and of fitness for a particular
purpose, data accuracy and completeness, or warranties implied from a course of dealing or usage of trade.
NCB shall not be liable for the operational failure of the GoIPO Portal, or for any injury, loss or damage howsoever arising (whether from criminal activity or otherwise) that may be suffered by you. NCB shall not be liable for
any unauthorized use of your NCB Online Credentials or for any loss resulting from circumstances over which NCB has no direct control including but not limited to your failure to input complete and accurate information, failure
of electronic or mechanical equipment or communication lines, telephone or other interconnection problem, operator error or log in sequences. In no event will NCB be liable for damages in excess of your actual loss due
to your failure to complete a transaction and NCB will not be liable for any indirect, incidental or consequential damages.
NCB shall not be liable for the unavailability at any time of the GoIPO Portal, whatever shall be the cause of such unavailability.
11.3 Force Majeure
NCB shall not be liable to you for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from any cause or causes beyond its reasonable control including but not limited to industrial
disturbances such as labour disputes or strikes, acts of God such as floods, lightning, hurricane or earthquake; utility, communication or transportation delays or failures; casualty, war, acts of the public enemy, riots,
insurrections; embargoes or blockages; actions, restrictions, regulations, or orders of any governmental agency or subdivision thereof, or delays caused by such agencies.
11.4 System Security
NCB will make reasonable efforts to ensure that the GoIPO Portal does not contain programming code or instructions or viruses intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer
programmes, data files or hardware. Such efforts constitute NCB’s sole responsibility with regard to possible contamination, and all warranties, express or implied, in that regard are hereby disclaimed.
11.5 Acknowledgement of Commercially Reasonable Security Procedures
By using the GoIPO Portal, you acknowledge and agree that you are satisfied that NCB has put in place commercially reasonable system security procedures for electronic banking transactions identity verification, protecting against
unauthorized access by third parties, and protection against undisclosed programmes or extraneous code or data that may be reasonably expected to damage data, software, systems or operations. You agree to be bound by instructions,
whether authorized or unauthorized, which we implement in furtherance of these procedures.
11.6 Verification Procedures and Disputed Transactions
All transfers, payments and other transactions made by you using GoIPO Portal if disputed are subject to verification by two officers of NCB, whose verification you agree shall be binding and conclusive evidence of the fact
of, and actual amount involved in, any such transaction.
11.7 Right of Set Off
You agree that NCB may at any time without prior notice to you combine or consolidate any or all of such sums of money, cash balances or part or parts thereof as may now stand or hereafter may from time to time be standing to your
credit upon current account, deposit account, savings account or any other account with any or all of such sums of money or part or parts thereof as may now be or hereafter may from time to time become due or owing to NCB from
or by you, either as principal or surety, and either solely or jointly with any other person, upon current account, bills of exchange or promissory notes or upon loan or any other account whatsoever, or for actual or contingent
liability including all usual banking charges OR to cover any credit unauthorised by NCB or pursuant to this Agreement which may be obtained by or actually or purportedly on your behalf, whether authorised or unauthorised by
you; AND you further agree that NCB shall be at liberty, without any notice to or further or other consent from you, to apply or transfer any money now or at any time hereafter standing to your credit upon current account,
deposit account, savings account or any other account as aforesaid in payment or in part payment of any such sums of money as may now be, or hereafter may from time to time become, due or owing to NCB from or by you as aforesaid.
11.8Limitation of NCB's Liability
· NCB will not be liable for any costs, damages or expenses which may be incurred by you in relation to or consequential upon the GoIPO Portal Services
or this Agreement or by NCB acting or failing to act on your instructions except where such costs, damages or expenses are solely due to NCB’s gross negligence or willful misconduct.
11.9Limitation of Remedies and Damages
NCB’s entire liability and your exclusive remedy shall be as follows:
a. For any claim concerning performance or non-performance by NCB pursuant to or in any way related to the subject matter of this Agreement, in no event will NCB be liable for damages in excess of the actual damages
or losses incurred by you.
b. UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL NCB BE LIABLE TO YOU FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS' FEES, EVEN IF
WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
c. No action, regardless of form, arising out of any claimed breach of this Agreement or out of transactions under this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
12 Client’s Indemnity, Liability and Warranty
You agree that you will indemnify, defend and hold harmless NCB, its directors, employees, representatives and agents against any claim, suit, action or other proceeding brought against any of them by a third party, to
the extent that such claim, suit, action or other proceeding brought against any of them is based on or arises in connection with the use of the GoIPO Portal with reference to: (i) a breach of the Services Agreement
by you; (ii) any deletions, additions, insertion or alterations to, or any unauthorised use of, the GoIPO Portal by you; (iii) any misrepresentation or breach of representation or warranty made by you in the Services
Agreement; or (iv) any breach of any covenant or obligation to be performed by you under the Services Agreement. You agree to pay to NCB any and all costs, damages and expenses, including, but not limited to, reasonable
attorneys’ fees and costs awarded against you or otherwise incurred by or in connection with or arising from, any such claim, suit, action or any proceeding attributable to any such claim.
In cases of joint Accounts where any one of the account holders is empowered to deal with the
Accounts, all the account holders will be bound by this Agreement and will be jointly and severally liable for any GoIPO Portal transactions effected by one account holder.
13. Notices and Communications
13.1 Notices
Any payment, statement, notice, request or other communication shall be deemed to be sufficiently given if sent as follows and delivery shall deemed to have been effected 48 hours after such payment, notice, request or
other communication is sent:
a. When sent by NCB to you by mail, external E-mail or by telephone, telephone call, text message or voice mail at your respective address, telephone number or E-mail address, provided by you to NCB or changed by you
in accordance with this Agreement;
b. When sent by you to NCB by secure online E-mail message sent via the NCB e-Link website at www.jncb.com
or by letter personally delivered or fax sent to the NCBCM Customer Care Centre.
13.2Changing your Address, External E-mail Address and Telephone Number
You must notify us immediately of any change in your address, E-mail address or telephone number by sending a secure E-mail via the NCB e-Link website at www.jncb.com or
by sending notification in writing to the NCBCM Customer Service Centre.
13.3 NCB’s Use of Mail and External E-Mail Address
You agree that we may send notices and other communications by mail to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual.
You further agree that NCB will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business.
The GoIPO Portal may send messages relating to any changes in this Agreement or notifying you of responses to your inquiries to you at your external E-mail address or by telephone messaging. We may also use external
E-mail or telephone messaging to notify you of progress of your application. You acknowledge that external E-mail and cellular telephones are not secure means of communication and that NCB does not use encryption or
digital signatures for out-going E-mail or telephone messages.
13.4 Communications from You
All instructions from you that NCB accepts and acts upon will be considered to be valid and authentic. This will be the case even if, among other things, they did not come from you, were not properly understood by NCB (except
in the event of gross negligence or willful misconduct on the part of NCB) or were different from any of your previous or later instructions.
NCB does not have to act upon any of your instructions if NCB is unsure whether they are accurate or are really from you or if NCB does not understand them. You acknowledge that entering an instruction or direction through
GoIPO Portal does not guarantee execution of such instruction or direction.
14 Law and Jurisdiction; Evidence
This GoIPO Portal Agreement shall be governed by and enforced in accordance with the laws of Jamaica. The exclusive jurisdiction for any legal proceeding regarding or arising out of this Agreement shall be in the courts
of Jamaica.
You agree that NCB shall be entitled to enter any photocopy, computer-generated copy, reproduction, tape recording or transcript of tape recording that NCB has of your communications with NCB into evidence in any legal
proceeding as if it were an original document, and that such copy will be sufficient and valid proof of the information contained in it. For the protection of the parties and in order to avoid or correct misunderstandings,
you understand, agree and authorize NCB, at its discretion and without further prior notice to you, to monitor and record any or all telephone conversations or electronic communications between you and NCB and any of
NCB’s employees or agents.
NCB’s records shall be binding as the conclusive and best evidence of the transactions carried out through the GoIPO Portal in the absence of clear proof that such records are erroneous or incomplete.
15 Severability and Headings
If any provision of this Agreement should be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Captions and headings contained in this Agreement are for reference purposes only and do not form part of this Agreement.
By clicking ‘Accept’ you have carefully read and agree to the Terms and Conditions
Cayman Islands
Trinidad And Tobago
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