Allan Gray Online and Invest Now

For purposes of these terms and conditions, unless otherwise indicated by the context of the sentence or clause, the following terms will have these meanings:

1.1   Allan Gray

Allan Gray Unit Trust Management (RF) Proprietary Limited and/or Allan Gray Investment Services Proprietary Limited depending on the Product under administration, both wholly owned subsidiaries of Allan Gray Proprietary Limited.

1.2  Allan Gray Group

Allan Gray, Allan Gray Proprietary Limited and all of their subsidiaries and associate companies addressed as 'we', 'us' or 'our', and each of which includes Allan Gray’s directors, employees, agents, consultants and advisers.

1.3  Authorised Person

Any person who has been authorised by an Investor or a Financial Adviser to act on their behalf through the Website.

1.4  Business Day

Any day other than a Saturday, Sunday or public holiday in South Africa.

1.5  Client

Refers generally to any person with whom we do business, including Investors, Authorised Persons, Financial Advisers and their assistants.

1.6  FAIS Act

The Financial Advisory and Intermediary Services Act, 2002.

1.7  FIC Act

The Financial Intelligence Centre Act, 2001.

1.8  Financial Adviser

A financial services provider as contemplated in the FAIS Act and who has entered into a financial services provider contract with us to represent Investors who want to, or have invested in, our Products and unit trust funds.

1.9  Information

Includes all of our Clients' personal, investment and/or other confidential information, as the case may be, and as the context provides.

1.10  Instruction

A request submitted by a Client instructing us to perform certain services in respect of an investment.

1.11  Intellectual Property

All patents, trademarks, service marks, logos, brand names, or other marks of the Allan Gray Group, design rights, copyright, trade or business name, know-how, concepts, ideas, methods, procedures, processes, techniques, models, reports, templates, software, and other similar rights or obligations, whether or not registerable, registered or application for registration having been made, in any part of the world. It includes any changes or additions.

1.12  Investor

Any person who has beneficial ownership of an investment we administer and who, solely or jointly, has entered into a Product related contract with us for the investment.

1.13  Loss

All claims, demands, penalties, losses, damages, expenses and/or charges of whatsoever nature, including direct, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage.

1.14  Login Details

The unique user name and secret password required to access a Registered User's Online Account.

1.15  Online Account

A Registered User's account on the Website and encompasses the Registered User's Login Details, access rights and permissions.

1.16  Product

The financial securities and instruments administered or supplied by the Allan Gray Group from time to time.

1.17  Registered User

A person who has registered via the Website and who we have authorised to login and use their Online Account.

1.18  Website

The Allan Gray secure website through which we have enabled Registered Users to access Information and submit Instructions (also referred to as ‘Allan Gray Online’), and includes, as the context may indicate, the Allan Gray online platform for the submission of Instructions relating to new investments (also referred to as ‘Invest Now’).

1.19  You

Any person who visits or uses the Website, including a Registered User.

1.20  We have inserted the clause headings for convenience only. The headings should not affect your interpretation of the terms.

1.21  Any reference to a person includes a natural and juristic person.

1.22  The rule of construction, that a contract must be interpreted against the party responsible for the drafting or preparation of the contract, does not apply.

1.23  All defined terms are used in title case. You should interpret the same terms appearing in lower case according to their plain English meaning.

1.24  Whenever the words 'including' or 'include', or 'excluding' or 'exclude' are used, together with specific examples, these words will not limit the ambit and/or scope of the example referred to. This applies to all examples used in these terms and conditions.

1.25  References to any Act or enactment will be deemed to include references to the Act or enactment as re-enacted, amended, or extended from time to time.

2.1 This agreement is concluded and You are deemed to have accepted these terms and conditions each time You visit or use the Website, or register for, and/or login to, your or your Client's Online Account.

2.2 Your acceptance of these terms and conditions will be deemed to have taken place at our head office in Cape Town.

2.3 We may change these terms and conditions from time to time. You acknowledge that by accessing the Website and/or your Online Account from time to time, You will be bound by the current version of the terms and conditions and all previous versions shall be superseded by the current version. We may change these terms and conditions to cater for amendments to applicable legislation and/or changes in our business needs (amongst other things).

2.4 If You object to any change in these terms and conditions, You are entitled to terminate your online access telephonically or in writing to us.

3.1  Only Registered Users may login and access the Website, other than the Invest Now section of the Website, which may be accessed by users who are not Registered Users. Clients of the Allan Gray Group may apply to become a Registered User.

3.2  We reserve the right to accept or reject any application in our discretion and without having to give reasons for our decision.

3.3  We will only give a Registered User access to Information via the Website:

3.3.1  where the Registered User is legally capable, entitled and authorised to access such Information; and

3.3.2  where the Registered User's access to the Information complies with all of our relevant terms and conditions.

3.4  We will only enable a Registered User to submit Instructions via the Website where:

3.4.1  the Registered User is legally capable, entitled and authorised to do so;

3.4.2  the Instruction complies with all of our relevant terms and conditions; and

3.4.3  the Registered User is FAIS Act and/or FIC Act compliant (where applicable).

4.1  Your Login Details serve as your key to access your Online Account and as your signature for purposes of all actions performed or Instructions submitted on your Online Account. The submission of an Instruction using your Login Details shall constitute and have the same effect as a written, signed authority.

4.2  It is extremely important to protect your Login Details and keep them secret at all times. You undertake to ensure that your Login Details are not:

4.2.1  easily accessible nor disclosed to any third party;

4.2.2 the same as those You use for any account (whether online or otherwise) with any third party.

4.3  Using your Login Details represents a valid and binding electronic signature and therefore forms the basis for us to:

4.3.1  enable You to access the Information permitted by your Online Account; and

4.3.2 act on your Instructions.

4.4  You remain responsible for any activities that occur on the Website where your Login Details have been used to gain access.

4.5  If You suspect that the secrecy of your Login Details has been compromised, or that someone has fraudulently accessed the Website, or submitted a fraudulent Instruction, You must notify us immediately. The Allan Gray Group reserves the right in its discretion to reject any Instruction received after such notification, or to suspend the processing of all Instructions received after such notification, or to deactivate the Login Details with immediate effect from the time of notification.

4.6  Where there has been or suspected to have been fraudulent access to, or a fraudulent Instruction submitted via the Website, You will give us your full co-operation in any investigation we may carry out.

4.7  If You forget your Login Details You will not be able to access your Online Account until such time as You have obtained new Login Details, which will then mean that You will be required to complete our security process to verify your identity to ensure that there is no fraudulent access.

5.1  We reserve the right to lock your Online Account at any time without notice. The reason for this may include that:

5.1.1   Login Details are entered incorrectly three times in succession;

5.1.2  we are notified and/or suspect that the secrecy of your Login Details has been compromised; or

5.1.3  we are notified and/or suspect that there may have been fraudulent access to your Online Account.

5.2  We reserve the right to unlock your Online Account in our sole discretion. In general, Registered Users will be required to complete our security process to verify their identity and ensure there is no fraudulent access.

We reserve the right to terminate your access to the Website at any time without notice and without providing reasons for the termination. Reasons for the termination may include that:

6.1   You do not fulfil one or more of our terms and conditions;

6.2  You are no longer legally entitled to access the Information; or

6.3  your access no longer complies with our applicable terms and conditions.

7.1  We will make every reasonable effort to ensure the Website is available.

7.2  We reserve the right to temporarily or permanently suspend the operation of the Website (downtime) and You hereby acknowledge and accept that the Website may be unavailable from time to time due to various reasons, which may include:

7.2.1  maintenance and software upgrades (we will try to ensure that this does not take place on Business Days between 06h00 and 19h00);

7.2.2  security concerns;

7.2.3  technical issues; or

7.2.4  circumstances beyond the Allan Gray Group's control.

7.3  Where possible, we will attempt to notify You in advance of any planned significant downtime.

7.4  The Allan Gray Group shall not be held liable for any Loss incurred or suffered arising from any cause whatsoever as a result of any suspension or downtime of the Website.

8.1  When You submit an Instruction via the Website, You warrant that:

8.1.1   all information provided and all supporting documents signed by You in connection with the Instruction, whether in your handwriting or not, are current, accurate, true, and complete;

8.1.2  You are legally capable, entitled and authorised to submit the Instruction; and

8.1.3  You have complied with all applicable statutory provisions.

8.2  All your Instructions will be deemed to have taken place at our head office in Cape Town.

8.3  The Allan Gray Group is entitled to, and shall, regard all Instructions submitted through your Login Details as actually originating from You.

8.4  An Instruction will be deemed to be received by us when the communication is received on our web server. We will provide You with a reference number when we receive your Instruction. Your receipt of the reference number constitutes acknowledgement of our receipt of the Instruction. Our acknowledgement of receipt will be deemed to have been received by You when the electronic communication sent by us leaves our web server. Furnishing of the reference number does not imply that we have accepted and/or implemented the Instruction but merely serves as proof that we have received your Instruction.

8.5  You agree that the physical, digital, electronic or similar records held by the Allan Gray Group of all Instructions received via the Website will constitute prima facie evidence of the contents of the Instruction. You confirm that the Allan Gray Group may accept signed Instructions by electronic means.

8.6  All Instructions will be subject to the same turnaround times and processes that apply to Instructions submitted offline, namely:

8.6.1  if we receive an Instruction before 14h00 on any Business Day we will start processing it on that day;

8.6.2  if we receive an Instruction after 14h00, on any Business Day we will start processing it on the next Business Day;

8.6.3  if we receive an Instruction on a day that is not a Business Day, we will start processing it on the next Business Day.

8.7  Although the selling of the units will show on your Allan Gray statement within three Business Days if You make a withdrawal, it may take longer for the payment to show in your bank account.

8.8  The day an Instruction is priced is not necessarily the day it is processed. The price date is dependent on the Instruction type, fund and Product invested in. Details are available in the relevant Product terms and conditions.

8.9  An Instruction cannot be terminated or revoked once submitted to us. The Allan Gray Group shall not be held liable for the same Instruction being submitted more than once by You and neither Instruction shall be reversible.

8.10  The Allan Gray Group shall not be held liable for, and You hereby indemnify and hold us harmless against, any and/or all Loss suffered by You or any third party as a result of the Allan Gray Group acting, or failing to act, on incomplete and/or incorrect and/or unauthorised Instructions, or in the event that there is a delay in the processing of any Instruction, except where the delay is solely attributable to gross negligence on our part.

8.11  Where You are an Investor and You appoint a Financial Adviser and/or any third party to submit Instructions on your behalf, You acknowledge that s/he will have access to your investment details via the Website and confirm that the Allan Gray Group may accept Instructions from such Authorised Person on your behalf.

8.12  Subject to clause 8.13 below, where You are an Authorised Person and You use the Website to access Information or to submit an Instruction, You warrant that You have been appropriately authorised to do so by the Investor or Financial Adviser and hereby indemnify and hold the Allan Gray Group harmless in this regard against any and/or all Loss suffered by the Allan Gray Group as a result of a breach of this warranty.

8.13  Where You are a Financial Adviser and You use the Website to access your clients' Information or to submit an Instruction on a client's investment, You hereby warrant that You are an approved financial services provider registered with the Financial Sector Conduct Authority, with the appropriate product sub-categories as defined in the relevant Codes of Conduct issued in terms of the FAIS Act; and You hold either:

8.13.1   in respect of a category I licensed financial services provider, your Client's express consent and authorisation to submit each particular Instruction through the Website on his/her behalf; or

8.13.2  in respect of a category II licensed financial services provider, a signed discretionary Client mandate authorising You to submit Instructions on his/her behalf.

8.14  Allan Gray reserves the right to review your licence and/or to audit or request copies of your client mandates and/or client consents (whichever applicable) for Instructions that You have submitted through the Website at any time.

We will deal with any complaints and queries that You may have in line with our Complaints Process.

10.1  We have a Privacy Statement in place to safeguard all Information we hold.

10.2  We have online security processes in place which are designed to help protect your investment from phishing and fraud.

10.3  The Allan Gray Group is committed to protecting the privacy and confidentiality of your Information and will take all reasonable steps to protect your Information, including the use of encryption technology. You confirm that You are aware of and acknowledge the risks of transacting online and that the Allan Gray Group cannot guarantee the security of any information that You transmit to us electronically and You do so at your own risk.

10.4  The Allan Gray Group shall not be held responsible or liable for any Loss suffered by You as a result of the unauthorised or unlawful disclosure and/or use of any of your Information by third parties who are not subject to our control.

11.1   We reserve the right to preserve the security and reliable operation of the Website at all times.

11.2  You must not do anything (or permit anything to be done) that will compromise the security of our Website in any way.

12.1  The Allan Gray Group may record your login data, including the location, date and time, your IP address, device information, HTTP header information, browser type and version, and screen resolution when You attempt to login to the Online Account. We also monitor the Website to track activity and performance to improve the quality of the Website.

12.2  You waive your right to claim from or institute legal action against us because we record your login data or monitor the Website.

12.3  The Allan Gray Group uses third-party analytics services to help monitor and analyse how users make use of the Website. For further information, please refer to our Cookie Policy which provides detail on the cookies we use and the purposes for which we use them, all of which are essential for the operation of the Website.

13.1   The provisions under 'Ownership and Copyright', 'Important Information' and 'Complaints Procedure' located at our Legal information page are incorporated into these terms and conditions by this reference.

13.2  You are obliged to comply with all laws applicable to any Intellectual Property in respect of any Information You access, retrieve, or store when using the Website.

13.3  We grant You limited, non-exclusive access to and use of the Website. You are not allowed to modify (other than by page caching) any portion of the Website without our prior written consent which consent we may withhold in our sole discretion. However, Registered Users may change certain Information via the Website.

13.4  Unless we explicitly permit You to do so, the limited access to and use of the Website does not permit You to:

13.4.1  resell or make commercial use of the Website or its contents;

13.4.2  collect or any use of any Product listings, descriptions, or prices;

13.4.3  make derivative use of the Website or its contents;

13.4.4  download or copy any Information for the benefit of another service provider; or

13.4.5  use data mining robots or similar gathering and extraction tools.

13.5  No part of the Website (or any information or documents available on the Website) may be reproduced, duplicated, copied, sold, or otherwise exploited for any commercial purpose without our prior written consent which consent we may withhold in our sole discretion. Furthermore no person may frame (or use any framing techniques to enclose) any Intellectual Property or other proprietary information of the Allan Gray Group (including images, marks, text, page layout, or form) without our prior written consent.

14.1  The Allan Gray Group makes no express or implied representations or warranties with regard to the Website. Specifically, the Allan Gray Group does not warrant that the Website will be error free or will meet any accuracy, completeness or reliability of information, performance or quality measurements or requirements.

14.2  All material available on the Website is merely intended as general information regarding the Allan Gray Group and its Products. Any information on the Website is not intended to provide nor constitute, financial, tax, legal, investment, or other advice. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for You based on your personal investment objectives, financial circumstances and risk tolerance. It is recommended that You consult an independent Financial Adviser regarding your specific situation should You require financial and/or investment advice. Nothing contained in any service provided or any content on this Website constitutes a solicitation, recommendation, endorsement or offer by the Allan Gray Group, including in regard to buying, selling or holding any securities or investments, but shall merely be deemed to be an invitation to do business.

14.3  To the extent permitted by applicable law, we will not be liable for any Loss (whether arising out of or based on negligence or whether under contract, delict, strict liability, breach of express or implied warranties, or otherwise) that You sustain.

14.4  If a court or other competent authority rules that liability cannot be excluded, our responsibility to You will be limited to direct damages only.

14.5  You hereby indemnify and hold the Allan Gray Group harmless against any and/or all Loss of whatsoever nature suffered by the Allan Gray Group and/or a third party, including Clients, as a direct or indirect result of your negligence, fraud, wilful misconduct and/or a breach of any provision of these terms and conditions including but not limited to:

14.5.1   a misuse of the Allan Gray Group information, the Information, and/or Intellectual Property;

14.5.2  the failure to act in accordance with Allan Gray's business terms, including the business terms relating to the use of the Website;

14.5.3  the provision of incorrect, incomplete or fraudulent information in any online application form and/or Instruction;

14.5.4  the unauthorised provision of your Login Details to a third party where they have used them to access your Online Account; or

14.5.5  the access of Information or submission of Instructions on your Clients' behalf where You are not appropriately authorised and/or licensed to do so.

14.6  You hereby indemnify and hold the Allan Gray Group harmless against any and/or all Loss of whatsoever nature which You may suffer as a result of your Login Details being the same as those You use for any other account (whether online or otherwise) which You may have with a third party. You also hereby indemnify and hold the Allan Gray Group harmless against any and/or all Loss of whatsoever nature which You and/or the Allan Gray Group may suffer as a result of the Login Details which an Authorised Person uses for your Online Account being the same as those which that Authorised Person uses for any account which s/he may have with a third party.

14.7 You hereby indemnify and hold the Allan Gray Group harmless against any and/or all Loss of whatsoever nature which You may suffer as a result of sharing your Login Details with any third party for any reason whatsoever, notwithstanding your obligation not to do so in terms of clause 4.2.1 above, which includes, without limitation:

14.7.1   providing your Login Details to any third party product or service provider such as a data aggregation provider, which may include the use by them of an API (Application Programming Interface) or other mechanism to source or retrieve data. This indemnity shall, for the avoidance of doubt, apply and be binding upon You notwithstanding any additional security protections which the Allan Gray Group may have implemented through or in relation to the Website including, without limitation, two-factor or multi-factor authentication; and

14.7.2  circumstances where your Login Details are retrieved or accessed through malware or other digital/electronic attacks on your computer/system(s) or online profile(s).

We will not be held responsible for a failure in performance or breach of these terms and conditions caused by circumstances and/or an event beyond our control, including any interruption, malfunction, breakdown or failure of power supply, the internet, the Website, the Allan Gray website (www.allangray.co.za) generally, any telecommunications systems, or any computer hardware or software.

16.1  Whole agreement

These terms and conditions and any other documents incorporated by reference herein constitute the entire agreement between You and us regarding the subject matter of these terms and conditions. Neither of us will be bound by any undertakings, representations, warranties, or promises not recorded in these terms and conditions.

16.2 No Variation

No change, cancellation of, or addition to these terms by You will be enforceable, unless put in writing and signed by both of us.

16.3 Waiver

No indulgence or leniency or extension of time which may be, shown or granted by the Allan Gray Group to You will in any way constitute a waiver of any of these terms and conditions. No waiver of any breach will operate as a waiver of any continuing or subsequent breach nor will it any way affect the validity of the whole or any part of these terms and conditions or prejudice the Allan Gray Group's rights to take subsequent action.

16.4 Severability

If any provision of these terms and conditions is found to be invalid, unlawful, or unenforceable, the specific provision will be removed from these terms and conditions. The remaining terms and conditions will continue to be valid, lawful and enforceable. If any provision is found to be invalid, but it is possible to change the provision to make it valid, then we hereby agree to negotiate a change to the affected provision which gives effect to the intention of the provision/s.

16.5  Applicable Law

16.5.1  The Allan Gray Group confirms that its Website’s controls are designed to achieve ongoing compliance with relevant legislative requirements applicable within South Africa.

16.5.2  This Agreement is governed by and construed in accordance with the laws of South Africa. All disputes, actions, and other matters relating to these terms and conditions will be resolved according to South African law.