This Barita Online Stock Solution (“BOSS”) Portal Agreement (the “Agreement”) is
BARITA INVESTMENTS LIMITED
(“Barita”), a licensed securities dealer,
having its registered office at 15 St. Lucia Way, Kingston 5 in the parish of Saint
Andrew, Jamaica AND the person wishing to use the BOSS Portal (the “User”)
(Collectively the “Parties”).
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants herein contained and for other good and valuable consideration
exchanged between the Parties (the receipt and sufficiency of which is hereby
acknowledged by the Parties hereto), the Parties covenant and agree as follows:
DEFINITIONS AND INTERPRETATION
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 and reference to one
gender shall include all other genders:
means any account held by a Barita Client, whether individually or jointly with any other person, with Barita and/or any other Barita subsidiary and/or affiliate.
means a duly completed, executed, and submitted application relating to the subscription of shares in any PO.
means Barita Investments Limited, a company duly licensed under the Securities Act to trade in securities.
means a person who is a client of Barita and/or any other Barita subsidiary and/or affiliate and
should be construed accordingly.
“Barita Corporate/Institutional Customer”
means any company, partnership or sole proprietorship, government or sub-department agency, corporation of government, institution, or any other entity or person trading and/or conducting business operations which has been accepted by the Barita as a Corporate/Institutional Customer and
Barita Corporate/Institutional Customer”
should be construed accordingly.
“Barita Online Credentials” means any personal identification numbers, passwords, personal identifiers, biometrics identifiers, digital identifiers, other codes and verification procedures whether set by Barita or by the Barita Client (not being a Barita Corporate/Institutional Customer) that allows access to the BOSS Portal.
“BOSS Portal”means the online web portal that facilitates the electronic submission of Public Offering applications to the JCSD. The web address of the BOSS Portal is
“BOSS Portal Agreement” or “the Agreement” means this BOSS Portal Agreement made between the User and Barita in relation to the use of the BOSS 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
“BOSS Portal Services”or “the Services” means the services offered by Barita pursuant to this BOSS Portal Agreement.
“BOSS Signature Authorization Form” means the electronic signature authorization form uploaded to the BOSS Portal and executed by the User as follows:
1. in the case of joint JCSD account holders by all the JCSD account holders save for account holders who are minors (persons under 18 years of age) (“Minors”); and
2. in the case of a Barita Corporate/Institutional Customer and a Non-Barita Corporate/Institutional Customer by the duly authorized officers of the company with the company seal affixed.
“Broker”means a company registered with the JSE to buy or sell securities on behalf of its clients.
“Broker Number” means the unique numeric identifier assigned to a Broker.
“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.
“Issuer” means the issuer or responsible party noted in the relevant Prospectus, being the seller of the ordinary shares in the capital of the company stated in the relevant Prospectus.
“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.
“Lead Broker” means the primary stockbroker contracted by the Issuer to manage the PO.
“Non-Barita Online Credentials User” means a person using the BOSS Portal without using Barita Online Credentials, such persons access the BOSS Portal using BOSS Online Credentials and include Barita Corporate/Institutional Customers, Barita Clients (who do not have Barita Online Credentials, and Non-Barita Clients).
“PO” means any public offering, whereby the public is invited to subscribe for ordinary shares in the capital of a company, that has been approved by the Jamaica Stock Exchange, the Financial Services Commission, and the Companies Office of Jamaica, including a Rights Issue.
“Portal Administrators” means administrators of the BOSS Portal.
“Prospectus”means any prospectus, notice, circular, advertisement or other written invitation offering to the public for subscription or purchase any investment or securities in accordance with the Companies Act.
USING THE BOSS PORTAL
- The User hereby agrees that in consideration of being able to subscribe for shares in any PO using Barita’s BOSS Portal that he will comply with and follow the procedures set out in the Schedule attached hereto, which forms a part of this Agreement and is incorporated herein.
- The User agrees that if his Barita Online Credentials or BOSS Online Credentials (as the case may be) are used to access the BOSS Portal by any person, Barita will deal with such person as if it was the User using the BOSS Portal and the User shall ensure that each of his authorised users, if any, is aware of and complies with this Agreement.
NATURE AND SCOPE OF THE BOSS PORTAL AGREEMENT
Acceptance of the Terms and Conditions
The User hereby acknowledges that this Agreement may be amended by Barita unilaterally and will change from time to time. The User will be notified of changes by the posting of such
on the website at
andhttps://www.barita.com/. The changes shall take effect 14 days after the date of posting on the website or on such other date as may be specified in the notice posted on the website.
If the User gives any instruction, or submits an Application by way of the BOSS Portal, benefit from any BOSS Portal Services performed on his instruction, or authorize others to give instructions on his behalf through the BOSS Portal, after the effective date of a change in the Agreement, then the User shall be deemed to indicate his agreement with the change.
If the User authorised any person to give Barita instructions by way of the BOSS Portal, on the User’s behalf, the User will be responsible for their actions, defaults, negligence, and/or omissions, including any claims, demands, losses, damages, costs, and/or liabilities arising from any electronic payment which they may undertake.
Relationship with other BARITA Agreements
- Barita Clients hereby agree that this Agreement is in addition to and not in substitution for the terms of any other agreement between Barita and/or any other Barita subsidiary and/or affiliate and the Barita Client.
- The transacting of business on any Account by the Barita Client using the BOSS Portal shall not result in any change to any existing agreements entered into between the Barita Client and Barita for such Account. Accordingly, all the covenants, conditions and agreements contained in the agreements between the Barita Client and Barita for that Account are hereby made a part of this Agreement to the same extent and with the same force as if fully set forth herein AND in the event of any inconsistency or conflict between the BOSS Portal Agreement and any other substantive agreement between the Barita Client and Barita, the substantive agreement will prevail to the extent of such inconsistency or conflict.
ACCURACY OF INFORMATION SUPPLIED BY USER
- The User represents and warrants that the information and/or data provided by the User through the BOSS Portal will be true, accurate and complete in all respects. Barita shall not be responsible for any claims, demands, costs, damages, losses (including consequential or indirect losses), obligations, liabilities, penalties, and/or fees wholly or partly attributable to the User supplying erroneous, fraudulent, or incomplete information and/or data to Barita.
- If the User suspects or becomes aware that there is an error in the information supplied to Barita and/or the information is incomplete or fraudulent, the User shall immediately advise Barita of such error, omission or fraud. Barita will endeavour to take corrective action wherever reasonably possible with respect to any Application or transaction to which the error relates.
Barita shall have the right to decline to act on any Application if:
- The User’s Application or any instructions provided are unclear and/or incomplete or are inconsistent with any instructions or Application provided by any joint account holder;
- The Application has lapsed, been rendered invalid due to failure to comply with applicable conditions or are cancelled by a regulatory or governmental body;
- The Application cannot be processed due to any disruptions that are beyond Barita’s reasonable control;
- Processing the Application might expose Barita to legal action or censure from any government, regulator or law enforcement agency;
- Any Application would cause the User to exceed his applicable transaction or Account limit in the case of Barita Clients; or
- The funding of the User’s application, either by way of cash, cheque or otherwise, is insufficient for any reason.
- In the case of Barita Clients, in the event that the Account is maintained in a different currency, and Barita agrees to facilitate conversion to the required currency, the Barita Client hereby agrees that any such currency conversion shall be effected at Barita’s prevailing rate on the Business Day that the Application is submitted.
- BOSS Portal Services are usually available twenty-four (24) hours a day, seven (7) days a week, every day of the year, except during system maintenance and upgrades. In certain situations, Barita may have to suspend the Services without giving the User prior notice. Under such circumstances, Barita will not be responsible for any inconvenience, claim, proceeding, loss, damage, liability, expense, and/ or injury suffered by the User or any third party.
- If Barita receives an Application after any relevant cut-off time on a Business Day or on a non-business day, Barita will treat the Application as being received on the next Business Day. In such an event, Barita shall not be responsible for any inconvenience, claim, proceeding, loss, damage, liability, expense, and/ or injury that arises from such late submission, even if the reason for the late submission was caused by the unavailability of the BOSS Portal.
- Notwithstanding anything to the contrary herein, Barita shall not be liable for the unavailability at any time of the BOSS Portal, whatever shall be the cause of such unavailability.
FEES & CHARGES
All applicable fees and charges are the User’s responsibility and will be payable upon submission of the Application.
RESPONSIBLE USE OF BARITA’S BOSS PORTAL
- Barita trusts that the User will use the BOSS Portal in accordance with all applicable laws, regulations, guidelines and within Barita’s reasonable expectations. Where Barita is aware of any misuse of its BOSS Portal by the User or any joint account holders, Barita reserves the right to terminate or suspend access to the User immediately without any prior notice. In such instances, Barita shall not be liable for any inconvenience, claim, proceeding, loss, damage, liability, expense, and/ or injury suffered by the User as a result of such termination or suspension.
Protecting your Barita Online Credentials or BOSS Online Credentials
- The User acknowledges and agrees that there are greater risks associated with using any online platform but the User hereby agrees to accept those risks.
The User agrees to keep his Barita Online Credentials or BOSS Online Credentials (as the case may be) secure and strictly confidential and to
notify Barita by electronic mail or telephone and obtain new Barita Online Credentials or BOSS Online Credentials if the User has any reason to believe that any other person may know and/or have gained access (whether intentionally or inadvertently) to his Barita Online Credentials or BOSS Online Credentials.
- The User further understands that that once an Application has been submitted to Barita using his Barita Online Credentials or BOSS Online Credentials, Barita shall have no obligation to check or verify the authenticity or accuracy of such a sign-in or log-in purporting to have been done by the User (regardless of whether Barita may have, or may in the future, choose to so check or verify) and may act thereon as if same had been duly given by the User.
Contact by Barita
No employee, agent, or representative of Barita, participating third party payee, or any company affiliated with Barita will contact the User via electronic mail or telephone requesting the User’s Barita Online Credentials or BOSS Online Credentials. If the User is contacted by anyone requesting this information, the User should not provide this information and should contact Barita immediately.
Log Off after Conducting Business
For the User’s protection, the User is encouraged to log off after every BOSS Portal internet session, close his browser to ensure confidentiality, and the implement other privacy measures (as applicable).
- To ensure the security of the BOSS Portal and the User’s use of same, the User agrees:
- Not to use any equipment, software or email address which the User knows or has reason to suspect contain any viruses, malicious code or damaging components which may interfere with or compromise his use of the BOSS Portal; and/or
- Not to install, or cause to be installed any malware or viruses that would result in the User’s devices or Barita Online Credentials or BOSS Online Credentials used to access the BOSS Portal being compromised by any third party.
DISCLOSURE OF ACCOUNT INFORMATION
The User agrees that Barita may disclose information or data to third parties about his Account or his BOSS Portal transactions in the following cases:
- When it is necessary for completing funding of his Application which he has instructed Barita to carry out, or to investigate or resolve a problem related to payment or funding relating to his Application.
- To comply with any law, regulation or rules, a government agency or Court Order or with the request of a regulator.
- If the User gives us his consent.
- If the information is being provided to the JCSD or JSE.
- To the Lead Broker, in the event that Barita is not the Lead Broker for the PO.
- To subsidiaries and affiliates of Barita for Know-Your-Customer purposes, which due diligence data is required for any contract (s) and/or financial or other business dealings which he may have with an affiliate of Barita.
- To subsidiaries and affiliates of Barita for promotional or direct marketing of products and/or services of Barita and/or any subsidiaries and/or affiliates of Barita.
- Barita may sub-contract or employ agents to carry out any of its obligations under this Agreement. To that end, Barita may disclose information or data to such sub-contractors or agents about the User’s Account or BOSS Portal transactions. This Agreement, as to disclosure, does not limit any other authority that the User may give or may have given to Barita to disclose information about him or his Accounts.
OF ERRORS OR REQUESTS FOR CLARIFICATIONS ABOUT THE BOSS PORTAL TRANSACTIONS
If the User believes there is an error (including regarding accuracy or completeness) with his application or transaction, the User shall report it no later than two (2) Business Days after submitting his Application. When the User contacts Barita, the following information must be provided:
o User’s name and Account number;
o User’s JCSD Account Number;
o User’s Taxpayer Registration Number;
o User’s Broker Number;
o BOSS application reference number;
o The date and dollar amount of the transaction in question;
o The transaction number assigned by the BOSS Portal, if available;
o A description of the transaction the User is querying;
o A clear explanation as to why the User believes there is an error or why the User needs more information.
The User can contact the Barita Customer Service Team in the following ways:
By secure online E-mail (for matters of a general nature) to Baritacssteam@Barita.comor using the service facilities (for financial transactions) accessed through the website
By telephone at
and following the voice prompts to speak to a member of the Barita Customer Service Team.
By letter to the Barita Customer Service Team at:
15 St. Lucia Way, Kingston 5
Attention: Customer Team Leader
Re: Identify the specific PO
- If the User first informs Barita verbally, Barita may require the User to send us his complaint or question in writing or via secure email within two (2) Business Days of the verbal complaint or query.
- Upon receiving the User’s complaint or query, Barita will investigate it. Barita will inform the User of the preliminary results of its investigation within five (5) Business Days after hearing from the User, and Barita will promptly correct any error on its part which Barita may reasonably discover. If more time is required, however, Barita may take up to a further thirty (30) Business Days to investigate the User’s complaint or query.
- If Barita concludes that there was no error on the part of Barita, it will send the User a written explanation within three (3) Business Days after completing its investigation.
ELECTRONIC DISCLOSURE AND CONSENT
The User agrees that Barita may provide the User with all disclosures, advisories and other communications, about the BOSS Portal Services, including the Agreement, in electronic form by way of posting same on the website at
and/or https://www.barita.com/. At the User’s request, Barita will provide the User with a paper copy of any such documents free of cost.
LIMITATION OF BARITA’S LIABILITY
BARITA WILL HAVE NO LIABILITY TO THE USER FOR ANY UNAUTHORIZED INSTRUCTION, PAYMENT OR TRANSFER MADE USING HIS BARITA ONLINE CREDENTIALS OR BOSS ONLINE CREDENTIALS THAT OCCURS BEFORE THE USER HAS NOTIFIED BARITA OF POSSIBLE UNAUTHORIZED USE AND BARITA HAS HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
(b) If the User gives or allows an unauthorized person access to his BARITA Online Credentials or BOSS Online Credentials, whether knowingly, intentionally or inadvertently, the User is authorizing that other person to use the BOSS Portal on the User’s behalf, and the User is responsible for all transactions the person performs using his Barita Online credentials or BOSS Online Credentials
- Barita will use reasonable efforts to provide reliable service in accordance with the terms and conditions of this Agreement. However, Barita does not warrant that its operation of the BOSS Portal will be error free, secure, timely or uninterrupted, or that it will meet all of the User’s needs.
- Except as specifically provided in this Agreement, Barita disclaims all warranties as to the BOSS Portal and/or the Services including without limitation all implied warranties of merchantability and of fitness for a particular purpose, data accuracy, reliability and completeness, or warranties implied from course of dealing or usage of trade.
- Barita shall not be liable for the operational failure of the BOSS Portal, or for any liability, cost, injury, loss, proceeding, action, or damage whatsoever and howsoever arising (whether from criminal activity or otherwise) that may be suffered by the User.
- Barita shall not be liable for any unauthorized use of the User’s Barita Online Credentials or BOSS Online Credentials or for any liability, cost, injury, loss, proceeding, action, or damage resulting from circumstances over which Barita has no direct control including but not limited to the User’s 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 Barita be liable for damages in excess of the User’s actual loss due to the User’s failure to complete a transaction and/or submit the Application and Barita will not be liable for any indirect, incidental or consequential damages. Barita shall not be liable for the unavailability at any time of the BOSS Portal, whatever shall be the cause of such unavailability.
Notwithstanding anything to the contrary contained herein, Barita shall not be liable to the User for any delays, defaults, omissions and/or failures in the BOSS Portal Services and/or its performance of its obligations hereunder resulting from acts and/or events beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, earthquakes, pandemics, civil or regulatory authority, national emergencies, change in any law or regulation, breakdowns or malfunctions, actions, restrictions, regulations, or orders of any governmental agency or subdivision thereof, or delays caused by such agencies, accident, interruptions or malfunction of computer facilities, or loss of data due to communication or power failures or mechanical difficulties with information storage or retrieval systems, any computer, system, or equipment failure or malfunction caused by any computer virus, malware, or the malfunction or failure of any communications medium, utility, communication, or transportation delays or failures, embargoes or blockages, civil unrest or any other event whether similar or dissimilar to any of the foregoing or from any cause or causes beyond its reasonable control IT BEING UNDERSTOOD that Barita shall use reasonable efforts which are consistent with accepted practices in the industry to resume the BOSS Portal Services as soon as practicable under the circumstances.
Barita will make reasonable efforts to ensure that the BOSS 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 Barita’s sole responsibility with regard to possible contamination, and all warranties, express or implied, in that regard are hereby disclaimed.
Acknowledgement of Commercially Reasonable Security Procedures
By using the BOSS Portal, the User acknowledges and agrees that the User is satisfied that Barita 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. The User agrees to be bound by instructions, whether authorized or unauthorized, which Barita implements in furtherance of these procedures.
Verification Procedures and Disputed Transactions
All transfers, payments and other transactions made by the User using the BOSS Portal if disputed are subject to verification by two (2) representatives of Barita, whose verification the User agrees shall be binding and conclusive evidence of the fact of, and actual amount involved in, any such transaction.
Barita Client - Right of Set Off
The Barita Client agrees that Barita may at any time without prior notice to the Barita Client 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 the Barita Client’s credit upon investment 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 Barita from or by the Barita Client, either as principal or surety, and either solely or jointly with any other person, upon investment 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/finance charges OR to cover any credit unauthorised by Barita or pursuant to this Agreement which may be obtained by or actually or purportedly on the Barita Client’s behalf, whether authorised or unauthorised by the Barita Client; AND the Barita Client further agrees that Barita shall be at liberty, without any notice to or further or other consent from the Barita Client, to apply or transfer any money now or at any time hereafter standing to the Barita Client’s credit upon investment 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 Barita from or by the Barita Client as aforesaid.
Limitation of Barita's Liability
Barita will not be liable for any liabilities, proceedings, costs, damages or expenses which may be incurred by the User in relation to or consequential upon the BOSS Portal Services or this Agreement or by Barita acting or failing to act on the User’s instructions except where such liabilities, proceedings, costs, damages or expenses are solely due to Barita’s gross negligence or wilful misconduct.
Limitation of Remedies and Damages
- Barita’s entire liability and the User’s exclusive remedy shall be as follows:
- For any claim concerning performance or non-performance by Barita pursuant to or in any way related to the subject matter of this Agreement, in no event will Barita be liable for damages in excess of the actual damages or losses incurred by the User.
- UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL BARITA BE LIABLE TO THE USER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ECONOMIC LOSS OR ATTORNEYS' FEES, EVEN IF BARITA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
- 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.
USER’S INDEMNITY, LIABILITY AND WARRANTY
- The User agrees that the User shall indemnify, defend and hold harmless Barita, its directors, employees, representatives, agents and affiliates 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 BOSS Portal with reference to: (i) a breach of the BOSS Portal Agreement by the User; (ii) any deletions, additions, insertion or alterations to, or any unauthorised or unlawful use of, the BOSS Portal by the User; (iii) any misrepresentation or breach of representation or warranty made by the User in the BOSS Portal Agreement; or (iv) any breach of any covenant or obligation to be performed by the User under the
- The User agrees to pay to Barita any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against the User 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 for Barita Clients 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 BOSS transactions effected by one account holder.
NOTICES AND COMMUNICATIONS
Any payment, statement, notice, request or other communication shall be deemed to be sufficiently given if sent as follows and delivery shall be deemed to have been effected forty eight (48) hours after such payment, notice, request or other communication is sent:
- When sent by Barita to the User by mail, external e-mail or by telephone, telephone call, text message or voice mail at the User’s respective address, telephone number or e-mail address, provided by the User to Barita or changed by the User in accordance with this Agreement;
When sent by the User to Barita by secure online e-mail message sent via the
or by letter personally delivered or fax sent to the Barita Customer Service Team.
Changing the User’s Address, External E-mail Address and Telephone Number
The User must notify Barita immediately of any change in his address, e-mail address or telephone number by sending a secure e-mail via the
or by sending notification in writing to the Barita Service Team.
Barita’s Use of Mail and External E-Mail Address
- The User agrees that Barita may send notices and other communications by mail to the current address shown in Barita’s or the BOSS Portal’s records, whether or not that address includes a designation for delivery to the attention of any particular individual. The User further agrees that Barita will not be responsible or liable to the User in any way if information is intercepted by an unauthorized person, either in transit or at the User’s place of business.
- The BOSS Portal may send messages relating to any changes in this Agreement or notifying the User of responses to the User’s inquiries to the User’s external e-mail address or by telephone messaging. Barita may also use external e-mail or telephone messaging to notify the User of progress of the User’s Application. The User acknowledges that external e-mail and cellular telephones are not secure means of communication and that Barita does not use encryption or digital signatures for out-going e-mail or telephone messages.
Communications from the User
- All instructions from the User that Barita 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 the User, were not properly understood by Barita (except in the event of gross negligence or willful misconduct on the part of Barita) or were different from any of the User’s previous or later instructions.
- Barita does not have to act upon any of the User’s instructions if Barita is unsure whether they are accurate or are really from the User or if Barita does not understand them. The User acknowledges that entering an instruction or direction through BOSS Portal does not guarantee execution of such instruction or direction.
LAW AND JURISDICTION; EVIDENCE
- This BOSS 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.
- The User agrees that Barita shall be entitled to enter any photocopy, computer-generated copy, reproduction, tape recording or transcript of tape recording that Barita has of the User’s communications with Barita 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, the User understands, agrees and authorizes Barita, at its discretion and without further prior notice to the User, to monitor and record any or all telephone conversations or electronic communications between the User and Barita and any of Barita’s employees, representatives, and/ or agents.
- Barita’s records shall be binding as the conclusive and best evidence of the transactions carried out through the BOSS Portal in the absence of clear proof that such records are erroneous or incomplete.
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.
I/We hereby request that BARITA accept instructions and communications from me/us by facsimile and electronic mail and in consideration of BARITA doing so I/we hereby agree as follows: (a) that BARITA may (in its discretion) act on electronic communications made by me/us from time to time and I/we voluntarily and with full knowledge take and assume any and all risks associated therewith; (b) that once electronic communications are sent to BARITA by me/us, BARITA shall have no obligation to check or verify the authenticity or accuracy of electronic communications purporting to have been sent by me/us save and except that they have originated from the electronic mail address or facsimile provided by me/us to BARITA and BARITA may act thereon as if same had been duly given by me/us; (c) that in acting on such electronic communications, BARITA shall be deemed to have acted properly and to have fully performed all obligations owed to me/us, notwithstanding that such electronic communications may have been initiated, sent or otherwise communicated in error or fraudulently, and I/we shall be bound by such instructions on which BARITA may act, if BARITA has in good faith acted in the belief that such electronic instructions were given by me/us; (d) that BARITA may, in its absolute discretion, decline to act on or in accordance with the whole or any part of an electronic communication pending further enquiry or further confirmation (whether written or otherwise) by me/us, so however that BARITA shall not be under any obligation to so decline in any case, and BARITA shall in no event or circumstances be liable in any respect for not so declining; (e) that communications sent by electronic means can sometimes only be carried out during the normal business hours of BARITA; (f) that BARITA will not be required to act on electronic communications unless they are sent from an electronic mail address or facsimile previously notified to BARITA and (g) to release BARITA from and indemnify BARITA against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to BARITA having acted in accordance with the whole or any part of any electronic communication or having exercised (or failed to exercise) the discretion conferred upon BARITA hereunder.