1 1 Terms and conditions of investment service May 2014
2 2 Contents 1. Purpose and scope of application of the terms and conditions of agreement Definitions... 4 Client... 4 Client s Representative... 4 Privanet Securities Ltd... 4 Service... 4 Investors Compensation Fund... 5 Professional investor... 5 Identification of the Client... 5 Securities and book-entry securities... 5 Investment... 5 Broker... 6 Marketplace... 6 Market regulations General terms and conditions of service Customer relationship Services offered Privanet Securities right to deny from offering service Right to use associates Agreeing on the use of the service Issuing statements of will concerning the use of the service Ownership of the investments and Privanet Securities right to sell the investments for the payment of a receivable Complaints, communiques and duty to declare False information Recording of calls and other communication Fee list Confidentiality Securities brokerage Order Execution of an order Cancellation of an order Giving orders Giving sell and purchase orders Clearing and settlement Reporting Client s delivery obligation Clearing of book-entry securities... 11
3 Privanet Securities delivery obligation Client s liability to pay the purchase price Privanet Securities liability to pay the purchase price Netting Privanet Securities right to deliver on behalf of the Client Parties right to cancel the transaction Custody of client funds and payment traffic Client Account Currency exchange required for using the service and foreign exchange risk Direct debit Online service General Limitation of liabiility Duty of disclosure Privanet Securities right to remove the Client s purchase or sale offer Malfunction of the service Changes in Privanet Securities Online service Intellectual property rights Liability for damages Privanet Securities liability Client s liability Indirect damage Force majeure Privanet Securities right of lien Amendments to the terms and conditions of agreement Transfer of the agreement Expiry of the agreement Compensation fund Suspicious business transactions and the origin of funds Settlement of disputes and governing law Conflict of provisions... 21
4 4 1. Purpose and scope of application of the terms and conditions of agreement These terms and conditions of agreement are applied to the contractual relationship between the Client and Privanet Securities Ltd ( the Brokerage Firm ). The Customer accepts the Investment Service Terms and Conditions and the supplementary terms and conditions issued by the Brokerage Firm from time to time in force, such as instructions on trading, clearing and settlement, as binding on the Client by signing the Investment service Client agreement. Under these terms and conditions, the Client may issue investment purchase or sale orders and subscription orders binding on the Customer and use the Brokerage Firm s Online service. 2. Definitions Client Client refers to a contractual party acting in their own name on their own account in relation to the Brokerage Firm, who by signing the Investment Service Terms and Conditions has accepted the Investment Service Terms and Conditions from time to time in force to be binding on them and whom the Brokerage Firm has accepted as their client to use the services provided by the Brokerage Firm in accordance with these terms and conditions. Client s Representative The Client s Representative is a person acting under an appropriate written authorisation who has the right to issue orders and instructions binding on the Investor to the Brokerage Firm. The provisions of these terms and conditions concerning the Client also apply to the Client s Representative where applicable. Privanet Securities Ltd Brokerage Firm refers to Privanet Securities Ltd and its consolidated companies that provide Services to the Client in accordance with these terms and conditions, each under their own field of operation and licence. Service Service refers to all of the services provided by the Brokerage Firm to the Client in accordance with these terms and conditions.
5 5 Investors Compensation Fund Investors Compensation Fund is a fund established for the protection of investors, and investment service companies must be its members by law. The purpose of the Compensation Fund is to compensate the client of an investment service company for their uncontested claims in case of insolvency of the investment service company. Professional investors are not eligible for compensation from the Fund. Professional investor In addition to organisations considered as professional investors under chapter 1, section 4 of the Act on Investment Services, the Brokerage Firm may deem clients that meet at least two of the criteria laid down in chapter 1, section 18 of the Act on Investment Services to be professional investors. Identification of the Client The Client is given a personal user ID and passwords for using the service. The Client is identified in the Internet service exclusively on the basis of the user ID and passwords. The Brokerage Firm shall also have the right to identify the Client by way of user ID and passwords also at other times when they consider it necessary, such as in telephone service. The Client is responsible for the user ID or passwords not being disclosed to a third party. Securities and book-entry securities Securities refer to Finnish or foreign: 1. equities or other participation of equity capital of an organisation or related right to dividend, interest or subscription; 2. share in a bond or corresponding debtor s liability meant to be publicly issued with several identical liabilities, or a right to interest or profit related to said share or liability. 3. combination of the rights referred to in items 1 and 2; and 4. mutual fund unit or corresponding share in a foreign collective investment undertaking. Book-entry securities refer to Securities included in the book-entry system. Investment Investment may be a Security or a standardised derivative contract referred to in the Act on Trading in Financial Instruments (2012/748) or other derivative contract whose underlying instrument is a Security,
6 6 currency, interest, derivative contract or index describing the development of the price of such an underlying instrument. Broker Broker refers to 1. an investment service firm referred to in the Finnish Act on Investment Firms, 2. a foreign investment service firm referred to in the Act on the Right of a Foreign Investment Firm to Provide Investment Services in Finland, and 3. A credit institution referred to in section 2 of the Finnish Act on Credit Institutions (121/2007) and a credit institution or financial institution referred to in section 2 of the Finnish Act on the Operation of a Foreign Credit Institution or Financial Institution in Finland (1608/1993). Marketplace Marketplace refers to a Finnish or foreign securities or derivatives market or other marketplace approved by the authorities and the clearing associated with each marketplace or Market regulations Market regulations are decisions and regulations and guidance issued by the authorities under valid legislation and the rules, guidelines and regulations of the Marketplaces and the trading practice prevailing in each Marketplace. 3. General terms and conditions of service 3.1. Customer relationship On behalf of the Brokerage Firm, the Customer relationship agreement is signed by Privanet Securities Ltd, which is a Finnish investment service company. It has been granted the license referred to in the Finnish Act on Investment Firms (2007/922) for placing of financial instruments and brokerage of securities and some other closely related services. In addition to Privanet Securities Ltd, its group of companies includes the parent company Investo Asset Management Ltd. In order to be accepted as a Client of the Brokerage Firm, the applicant must provide the personal and address details required from time to time by the Brokerage Firm and accept the Terms and conditions of agreement on investment service in force from time to time as binding on the Client by signing the Brokerage Firm s Investment service client agreement. The Brokerage Firm may deny from accepting the applicant as a Client without giving any reason. Clientship is personal and cannot be transferred.
7 Services provided The Brokerage Firm engages in securities trading, obtaining subscribers for investments or arranging their subscriptions, services related to the issue of securities, arranging issues, and share register services 3.3. Privanet Securities right to deny from offering service The Brokerage Firm has the right to deny from providing the Service to the Client or interrupt its provision if the Client does not meet the requirements set by the Brokerage Firm upon establishing the client relationship or if the Client breaches the agreements concluded between the parties or if the Brokerage Firm has a justified reason to suspect that the Service is being used for illegal activities or in a way that may result in damage or risk of damage to the Brokerage Firm or a third party Right to use associates Upon providing the Service to the Client, Privanet and its group companies are entitled to use the personnel of another company for assistance without separate notification. In providing the Service, the Brokerage Firm also has the right to use a Finnish or foreign investment service company, credit institution or their branch in carrying out tasks related to investments. The Brokerage Firm shall require that such associates undertake to comply with confidentiality provisions in the same way as the Brokerage Firm Agreeing on the use of the service The Brokerage Firm and the Client agree on the use of the Services offered by the Brokerage Firm in accordance with these terms and conditions or under an agreement concluded separately in accordance with these terms and conditions otherwise as required by the Brokerage Firm, Marketplace or another third party, which can also be made on the Brokerage Firm s web pages (Online service) reserved for this purpose, on the Brokerage Firm s website, by fax, , in writing or by telephone. The Client authorises the Brokerage Firm to investigate the Client s personal data and credit record as well as banking details in order to meet the Brokerage Firm s obligation to identify the Client. The Brokerage Firm provides the Client with the agreements and user Ids and passwords required for using the Online service Issuing statements of will concerning the use of the service The Client or the Client s Representative provides statements of will on behalf of the Client, such as orders related to the brokering of Securities and other instructions related to the provision of the Service in accordance with this agreement. The Brokerage Firm has the right to act in accordance with a statement of will issued by a person other than a person authorised by the Client in writing if the person issuing the statement of will can be considered to be authorised to do so on the basis of their position, occupation or title. The Brokerage Firm has the right to consider a person issuing a statement of will using the Client s client ID and passwords a person authorised by the Client. The Client is responsible for all statements of will issued using the Client s client ID and passwords.
8 Ownership of the investments and Privanet Securities right to sell the investments for the payment of a receivable Ownership of the Investments covered by the Service or sale price do not belong to the Brokerage Firm, unless it is the counterparty of the order. The Brokerage Firm has the right of lien to Investments acquired on behalf of the Client as collateral for unpaid purchase price, any asset transfer or stamp tax, its own fees and any fees or costs incurred by the Brokerage Firm as a result of providing the Service as well as penal interest in accordance with the Finnish Interest Act. If the Client fails to pay overdue balance to the Brokerage Firm, the Brokerage Firm shall have the right to immediately sell the Investments subject to the right of lien without consulting the Client in public trading or as it otherwise sees best. The obtained sale price and any outstanding yield will be used to cover the overdue balance. This procedure does not release the Client from their obligations to the extent that the yield obtained from the investment does not cover the Brokerage Firm s receivable from the Client. Any residual amount will be paid to the Client Complaints, communiques and duty to declare Written notifications between the parties may be submitted in writing, by fax or unless otherwise agreed. Reporting on executed orders is subject to the provisions of item 6.1. Unless otherwise agreed, the Client and the Brokerage Firm are considered to have accepted the activity of each other unless neither informs the other contractual party of not accepting their actions within one month of being informed of action by the other party in writing. The prescribed time of one month shall not be applied to action in violation of these terms and conditions or guidelines issued by the Brokerage Firm on the basis of these terms and conditions. Unless otherwise can be shown or specified in the agreement, a party is considered to have been informed seven (7) days after a notification on an action was sent by letter. If the Client s place of business is located abroad, the prescribed time referred to above shall be fourteen (14) days after the notification was sent, unless otherwise agreed. The Client and the Brokerage Firm shall, without undue delay, inform the other party of any changes in their contact details in writing False information The Client is responsible for the information provided by the Client for the Service in the Brokerage Firm s Investment service Client agreement, Online service or Power of Attorney for the transfer of book-entry securities being correct. The Client is not entitled to present claims to the Brokerage Firm due to insufficient or incorrect information. If the Client suspects that the information provided by the Client is incorrect, the Client shall inform the Brokerage Firm of this without delay, however, at the latest two banking days before the due date of the next invoice. If the Client considers the information to be incorrect due to an outsider having used the Client s user ID or passwords, this must be reported without delay to the Brokerage Firm. The Client shall attach with the notification evidence of a report of a crime or
9 9 investigation request submitted to the police due to the unauthorised use of the Client s user ID or passwords within ten (10) days of submitting the notification Recording of calls and other contacts The Brokerage Firm has the right to record or otherwise store telephone conversations and other communication with the Client related to its operations Fee price list The Brokerage Firm charges a separate fee or reward for the Services it provides in accordance with the separate price list that is an essential part of the Investment Service Client Agreement or as separately agreed upon with the Client. If the price of an individual act is not specified in the service price list or has not been agreed upon otherwise, the Brokerage Firm has the right to charge the costs incurred due to the act and a reasonable reward. The Brokerage Firm has the right to charge the Client for the custom-based fees according to its valid price list Confidentiality Members of the administrative organs, management and personnel of the Brokerage Firm as subject to an obligation of confidentiality concerning the Client s orders, financial position and business or trade secrets under the Finnish Act on Investment Firms and the Finnish Act on Credit Institutions and by corresponding regulations. If the Brokerage Firm has to provide information concerning the Client in executing its tasks pursuant to this agreement to third parties, the Brokerage Firm is responsible for ensuring that these third parties are subject to an obligation of confidentiality in accordance with chapter 12 of the Finnish Act on Investment Firms. However, the Brokerage Firm is obligated to provide such information to public prosecutors, preliminary investigation authorities and other authorities with a statutory right to obtain such information. 4. Securities brokerage 4.1. Order The Brokerage Firm and the Client agree separately on each individual Security brokerage order. Such agreement can take place as specified in the Brokerage Firm s trading guidelines, such as using the Online service, by fax, in writing, by SMS or by telephone. The order enters into force after the Brokerage Firm has accepted it as an order. The order shall remain valid for a fixed period or until further notice. An order valid until further notice shall expire one (1) month after its entry into force, unless a transaction referred to in the order has been made or the order cancelled before that time. The order expires whenever the dividend or subscription right is released in accordance with the Market Regulations, unless the Client informs the Brokerage Firm of being willing to extend the order before this. In addition, the trading guidelines issued by the Brokerage Firm and applicable Market Regulations shall be complied with in issuing and carrying out orders.
10 Execution of an order After receiving an order, the Brokerage Firm shall carry it out carefully for the benefit of the Client. The order will be carried out without undue delay unless specifically agreed otherwise with the Client. The Brokerage Firm has the right to deny from carrying out the order, if it considers it to be in the interest of the Client, until a new order to carry out the order is received from the Client. The Brokerage Firm has the right to carry out and clear the order in parts, unless otherwise agreed. If the order does not specify a limit price, the Brokerage Firm has the right to carry out the transaction referred to in the order at the best price level available. The Brokerage Firm has the right to ensure that the Investments for which the Client has issued a sale order are possessed or under the control of the Client or that the Client is able to provide them in due time and, for this purpose, verify the sufficiency of the balance of the Client s book-entry account or custody and reserve such Investments for the transaction and clearing. The Brokerage Firm also has the right to ensure that the Client is able to pay the purchase price and the Brokerage Firm s fee and any taxes and other levies. If necessary, the Brokerage Firm has the right to demand a down payment or the payment in part or full in advance for carrying out the order. The Brokerage Firm has the right to take action on the basis of the order and completed transaction for the purpose of clearing the transaction and securing the Broker s right of retention and any right of lien of the Marketplace. The Brokerage Firm will not disclose the parties to the transaction to each other without the consent of the parties. The Brokerage Firm informs the Client of a realised order as specified below Cancellation of an order The Client has the right to cancel the order before a binding offer leading to the transaction or the transaction has been made. The cancellation will enter into force without delay, however at the latest on the next banking day after submitting the cancellation. If the Brokerage Firm has taken action in order to fulfil the order, cancellation requires that the Client compensate the Brokerage Firm of any costs of cancellation. The Brokerage Firm has the right to refrain from actions required for a sale order to cancel a sale order concerning the Investments if a sales reservation made for the benefit of the Brokerage Firm is cancelled or becomes otherwise void or if the Investments are no longer under the control of the Brokerage Firm or the Client. 5. Giving orders 5.1. Giving sell and purchase orders The Client has the right to give purchase orders for Securities offered for sale by the Brokerage Firm and sale orders of securities under the control of the Client via the Brokerage Firm. The Client shall submit the orders using technological applications provided by the Brokerage Firm by reporting the information required by the Brokerage Firm from time to time. The Brokerage Firm has the right to specify those Clients with the right to give subscription and purchase orders concerning a certain Security at its own discretion. The Brokerage Firm is not liable for damage or loss incurred by the Client due to the Brokerage Firm not receiving the order or its submission failing.
11 11 6. Clearing and settlement 6.1. Reporting The Brokerage Firm reports on executed orders at the times mentioned in the security trading or clearing instructions via the Brokerage Firm s technological applications mentioned in the trading or clearing instructions, such as by fax, , in writing or by telephone. The Client has the right at all times to receive the notification by or letter by separate request. If the Client wants a copy of the notification sent to the Client, the Brokerage Firm has the right to compensation pursuant to its price list for preparing and sending a notification provided by separate request. The Brokerage firm shall also inform the Client if a company belonging to Privanet Group, an organisation or foundation under its control or a pension fund or pension society of these is the counterparty in a transaction conducted on the basis of an order, unless the Client has agreed to this before the conclusion of the transaction. The Client is considered to have been informed of the execution of the order immediately after it has been notified by the Brokerage Firm or when the notification can be considered to have reached the Client. Unless otherwise can be shown, the Client is considered to have been informed two (2) days after a notification on an action was sent if the Client s place of business is in Finland. If the Client s place of business is located abroad, the prescribed time referred to above shall be seven (7) days after the notification was sent, unless otherwise agreed. The Client shall carefully check the notification of an executed order sent by the Brokerage Firm and inform the Brokerage Firm in writing of any defects or shortcomings observed without delay, however, within two weeks of receiving the information Client s responsibility for delivery The Client is responsible for having the marketable Investments concerned by the sale order at the time of issuing the sale order. The Client shall ensure that the Investments are available to the Brokerage Firm for concluding and clearing the transaction. The Client provides the Brokerage Firm with the Investments concerned by the order in accordance with the applicable Market Regulations or the Brokerage Firm s trading, clearing and payment traffic instructions or as otherwise agreed with the Brokerage Firm. The Brokerage Firm has the right to reserve the Investments for concluding and clearing the transaction. The Client shall provide the Brokerage Firm with the details of the Client s book-entry account for the purpose of clearing book-entry securities. If the Client has not provided the Brokerage Firm with the details of the Client s book-entry account, the Brokerage Firm has the right, without consulting the Client, to open a book-entry account in the name of the Client with the custodian of its choice and request the custodian to make the required entries in the book-entry account. The Client is liable for the costs and service fees of opening and using the book-entry account Clearing of book-entry securities The Client shall provide the Brokerage Firm with the details of the Client s book-entry account for the purpose of clearing book-entry securities. The Client authorises the Brokerage Firm to request the custodian to make or have a third party make the entries required for clearing the book-entry securities at the Client s expense. If the Client has not provided the Brokerage Firm with the details of the Client s bookentry account, the Brokerage Firm has the right, without consulting the Client, to open a book-entry
12 12 account in the name of the Client with the custodian of its choice and request the custodian to make or have a third party make the required entries in the book-entry account. The Client is liable for the costs and service fees of opening and using the book-entry account Privanet Securities responsibility for delivery The Brokerage Firm ensures that the Investments acquired on behalf of the Client can be handed over to the Client on the clearing date of the transaction. If all of the Investments cannot be handed over at this time, the Client must receive partial delivery. If delivery is delayed due to a reason not attributable to the Client or is defective, the Brokerage Firm is liable to compensate the Client for the damage incurred. The Client shall inspect the received Investments and inform the Brokerage Firm of any defects in writing without delay, however within one month of receiving the information. The Brokerage Firm s clearing and payment traffic guidelines or the rules of the clearing house or custodian may also include provisions on the use of the Investments as collateral and other measures to secure the clearing. The Brokerage Firm is not liable for any delivery delays attributable to the custodian. The Client accepts and understands that the counterparty to the transactions may be an estate of a deceased person, in which case the handing over of the Investments may take longer than usual at the custodian. If the Client does not accept the possible delay of delivery, the Client shall prohibit estates as the counterparty of the transaction Client s liability to pay the purchase price The Client pays the purchase price and fees and payments related to the order and any value-added tax, asset transfer tax or stamp tax collected for the transaction in accordance with the trade invoice. The payment must be available to the Brokerage Firm at the latest on the due date of the invoice at the time specified in the Brokerage Firm s clearing and payment traffic instructions, unless otherwise agreed by the Client and the Brokerage Firm. In case of a delay of payment due to a reason attributable to the Client, the Client shall pay penalty interest on the delayed payment pursuant to the Interest Act and the fee for late payment pursuant to the price list. The Brokerage Firm is not obligated to transfer the Investments before it has received the payment for the purchase price from the Client. The Brokerage Firm will submit the transfer request concerning the Investments to the custodian only after the purchase price has been recorded in the Client Account. The Client understands that late recording of the purchase price in the Brokerage Firm s Client Account may delay the delivery of the Investments and that the Brokerage Firm is not liable for such delay Privanet Securities liability to pay the purchase price The Brokerage Firm pays the sale price received for Investments concerned by a sale order, less fees and payments related to the order and any value-added tax, asset transfer tax or stamp tax collected for the transaction to the Client s Client Account or the bank account reported by the Client on the clearing date of the sale order concerning the Investments. If the Brokerage Firm has overdue receivables from the client, the Brokerage Firm has the right to offset such receivables from the funds obtained from the Client s sale order. If the sale price cannot be paid in full, the Client is obligated to accept partial payment. The payment of the sale price requires that the Client has fulfilled the Client s duties pursuant to the order and that the transfer of the Investments has been
13 13 successfully carried out. In case of a delay of payment due to a reason attributable to the Brokerage Firm, the Brokerage Firm shall pay penalty interest on the delayed payment pursuant to the Interest Act Netting The Brokerage Firm has the right to net all payment traffic between the Client and the Brokerage Firm if the Client and the Brokerage Firm have overdue reciprocal receivables from sales and purchases of Investments, for example Privanet Securities right to deliver on behalf of the Client If delivery is delayed, the client is liable to compensate the Brokerage Firm of the costs and possible sanctions incurred as a result. If the Brokerage Firm has reason to suspect that the Client cannot, as the seller of the Security, fulfil the obligation of delivery concerning the Investments covered by the transaction within the prescribed time specified in the Market Regulations, these terms and conditions or the Brokerage Firm s payment traffic and clearing guidelines, the Brokerage Firm may, on behalf and for the Client, obtain the securities concerned by the order as it best sees fit without consulting the Client. The Brokerage Firm may also conclude a loan agreement concerning the borrowing of the Securities at its own initiative for and on behalf of the Client. The Client is liable for the costs of concluding the loan agreement and any risk related to the price of the Security incurred as its result. A loan agreement made by the Brokerage Firm does not remove or decrease the Client s liability for damages or any obligation to pay a sanction fee to the Brokerage Firm, buyer, the buyer s Securities Broker or custodian. An increased order commission pursuant to the Brokerage Firm s price list and any costs of acquiring the Investments will be charged for an order made in order to fulfil the Client s responsibility for delivery. If the responsibility for delivery cannot be fulfilled, the Client will be charged a delay fee according to the Brokerage Firm s price list Parties right to cancel the transaction Provisions on the Brokerage Firm s and the Client s right to cancel a transaction made on the basis of an order concerning the brokering of securities are specified in the rules of the clearing house or custodian or the Brokerage Firm s trading instructions. The Client does not have the right to cancel a completed transaction to fulfil the an order concerning the brokering of securities in part or full. Unless otherwise agreed by the Brokerage Firm and the Client or required by compelling Market Regulations, right of ownership to the object of the transaction will be transferred to the buyer on the clearing or performance date of the transaction once the Brokerage Firm has received the buyer s payment for the object of the transaction provided to the Brokerage Firm by the seller. In case of partial payment, the right of ownership will be transferred only to the extent covered by the partial payment Custody of client funds and payment traffic Funds belonging to the Client that are in the possession of the Brokerage Firm will be kept separate from the Brokerage Firm s own funds in the Client Account with a deposit bank that has provided a commitment not to offset this account. The Brokerage Firm has the right to transfer the Client s funds between the Brokerage Firm s different bank accounts used for safekeeping client funds. The Client is not entitled to interest of said funds, unless otherwise specified in the Brokerage Firm s settlement guideline or separately agreed by the Brokerage Firm with the Client.
14 Client Account The Client s funds in the Brokerage Firm s client fund bank accounts will be separated in the Brokerage Firm s systems from the Brokerage Firm s own funds and the funds of its other clients in the Client s client account, which functions as a joint account in relations between the Client and the Brokerage Firm. Monetary transactions between the Client and the Brokerage Firm will take place via the bank account specified by the Client or the Client s Client Account as specified in the Brokerage Firm s separate trading guideline from time to time. The Brokerage Firm has the right to charge all of its overdue receivables from the Client from the funds in the Client s Client Account without separate notification. Correspondingly, the Brokerage Firm has the right to make payments to the Client to the Client s Client Account. The Brokerage Firm may require that starting the use of the Service requires the deposit of initial capital specified separately from time to time by the Brokerage Firm in the Client Account for the Client. The Brokerage Firm may also require the Client to deposit a sum covering the cost of using the Service, such as an order, in full or in part in the Client Account in advance. The Brokerage Firm may limit the use of the Service to the total value of the funds deposited in the Client s Client Account and Securities in safekeeping or part thereof or determine the Client s limit on the basis of value. The Brokerage Firm will provide more detailed instructions on any initial capital, limits and deposits in and withdrawals from the Client Account. The Brokerage Firm will pay the Client the Client s funds only if the Client Account has a positive payable balance deposited for the Client. The Brokerage Firm has the right to deduct the Brokerage Firm s receivables from the Client from payments made to the Client from the Client Account Currency exchange required for using the service and foreign exchange risk Unless otherwise agreed with the Client, the Brokerage Firm has the right to decide from where and when currency required for using the Service, such as carrying out an order, is obtained. The Client is liable for the costs of currency exchange and risk due to changes in foreign exchange rates related to the use of the Service Direct debit Direct debit service The Brokerage Firm can offer the Client an opportunity to pay the fees resulting from the Service under a separate direct debit proxy. In the direct debit proxy, the Client reports the bank and account number from which the Brokerage Firm can charge the Client s payments to the Brokerage Firm without the Client s separate statement of will. The direct debit proxy expires when the Client s customer relationship with the Brokerage Firm ends. Direct debit service refers to a procedure in which the Brokerage Firm takes care of charging receivables resulting from the Service, such as the purchase price of securities, from the bank account of the Brokerage Firm s Client that has provided the direct debit proxy as separately agreed with such Client. Such receivables may be the Brokerage Firm s or a third party s receivables. In addition, the procedure complies with the terms and conditions of direct debit of the bank in question. Execution of the direct debit service from the Client s bank account also requires that the Client makes an agreement on it with the Client s own bank.
15 Charging fees from the Client s bank account The Brokerage Firm charges the Client s bank account for the amount of the fees on the due date unless the Client has cancelled or amended the authorisation before the due date. If the due date of payment is not a banking day, the due date is considered to be the next banking day. If the Client s bank account does not have the funds required for the payment on the due date, the Brokerage Firm has the right to charge the payment within a maximum of three days after the due date. 7. Online service 7.1. General The Brokerage Firm offers the Client an opportunity to use an Online service for submitting purchase and sale orders. The following terms and conditions shall apply to the use of the Online service and any materials provided by third parties. The Client is given a personal user ID and passwords for using the service. The Client is identified in the Online service exclusively on the basis of the user ID and passwords. The Brokerage Firm shall also have the right to identify the Client by way of user ID and passwords also at other times when they consider it necessary, such as in telephone service. The Client may not give the Client s user ID and passwords for others to use or disclose them to third parties. The Client shall store the user ID and passwords carefully so that they will not fall into the hands of third parties. The Client shall inform the Brokerage Firm s address specified in the Online service or by telephone without delay if the user ID or password has been lost or the Client has reason to suspect that either has been disclosed to a third party. The Client is liable for any damage and loss until the Brokerage Firm has had reasonable time to restrain the use of the service. If the Client has stored the Client ID or passwords carelessly or otherwise contributed to the information being disclosed to a third party, the Client is liable for all damage and loss incurred as a result of the information being disclosed to a third party. The Client s Representative has the right to submit orders and other instructions related to their execution on behalf of the Client in accordance with the on Investment Service Terms and Conditions in force from time to time. The Brokerage Firm has the right to consider a person who submits orders in the Brokerage Firm s Service using the Client s identifiers the Client s Representative Limitation of liability The Brokerage Firm offers, at its discretion, information produced by it or obtained by it from third parties and as well as materials to support Clients investment decisions on its website or via its Online service. The Brokerage Firm is not liable for the accuracy or completeness of information and materials produced by third parties. Copying of such information and material and use for purposes any other than to support the Client s own investment decisions without a permit issued by the Brokerage Firm in writing in advance or in another reliably verifiable way is prohibited.
16 16 The Brokerage Firm is not liable for direct or indirect damage or loss incurred as a result of any errors or shortcomings in its website s or Online service s price data; analysis material; historic price data; information on the Client s own business transactions or their confirmations; or other information or material. The Brokerage Firm is not liable for damage or loss incurred due to amendments to Finnish or foreign legislation or legal practice, action taken by Finnish or foreign authorities, act of war, strike, lockout, embargo, other industrial action, boycott or similar circumstance or threat thereof. With regard to strikes, this limitation of liability shall be valid also in cases where the Brokerage Firm itself is the target of one or engages in one Duty of disclosure The Client understands that the Brokerage Firm does not have, as for orders submitted via the Online service, the duty of disclosure referred to in the Finnish Securities Market Act on factors essentially influencing the Client s decision-making, but the Client shall personally take care of obtaining such information Privanet Securities right to cancel the Client s purchase or sale offer The Brokerage Firm has the right not to accept a purchase or sale offer or share subscription made by the Client in its Online service and cancel a previously made purchase or sale offer or share subscription, if such an offer or share subscription is clearly erroneous, cancelling it is necessary in order to avoid the exposure of the Brokerage Firm or a third party to credit risk or for other weighty reason. The Brokerage Firm is not liable for damage and loss incurred due to such an action Malfunction of the service The Client shall, at the Client s cost, acquire the ordinary hardware, computer programs, telephone or other data connections deemed necessary, required for using the Brokerage Firm s Online services, and is liable for their operation, maintenance and updating costs. The Client is responsible for the functioning and user support of the Client s hardware and software as well as the functioning of the data connection and data traffic services between the Client and the Brokerage Firm. Both the Client and the Brokerage Firm are liable for the information security of the hardware and systems in their possession being appropriate and sufficient. The Brokerage Firm has the right, at its own discretion, to interrupt the provision of the Service or limits its provision as it best sees fit if the hardware, software or data connections used by the Client threaten the security or functionality of the service or cause significant disturbance. The Brokerage Firm does not guarantee that it will maintain its service systems in such a way that the service offered by it can be used with the Client s hardware or systems, regardless of their setup. Due to the nature of the services offered, there may be temporary delays or interruptions in the provision of the Service resulting from the capacity being exceeded. The Brokerage Firm is not liable for any damage caused by interruptions or slowness of flow of information, interruptions in the availability of information,
17 17 computer viruses, data traffic errors, information system or data traffic disturbances or other similar reasons that the Brokerage Firm cannot reasonably prevent. The Brokerage Firm has the right to interrupt the provision of services for the duration of necessary maintenance and repairs Changes in Privanet Securities Online service The Brokerage Firm reserves the right to make changes of its choice at any time in the Online service and its method of implementation, such as the method of identifying the Client, method of using the Service, technical specifications of the Service, information system or service hours Intellectual property rights All of the intellectual property rights to the Brokerage Firm s Online service and its implementation and related technical solutions, such as computer programs, including copyright, patents, rights to trademarks, rights to names and design rights are the property of the Brokerage Firm or third parties. The Client may not use them more extensively or for other purposes than specifically approved by the Brokerage Firm. This limited right of use expires immediately upon the expiry of this agreement for any reason. 8. Liability for damages 8.1. Privanet Securities liability The Brokerage Firm is not liable for damages or otherwise as a result of damage or loss incurred by the Client if the damage or loss is due to circumstances outside the Brokerage Firm and beyond the control of the Brokerage Firm, that the Brokerage Firm cannot reasonably be expected to prepared for and the consequences of which the Brokerage Firm cannot be reasonably expected to avoid or overcome. The Brokerage Firm shall only compensate the Client for direct and reasonable costs incurred due to intentional acts or gross negligence by the Brokerage Firm. Therefore, the Client is not entitled to compensation for indirect costs, damage or losses, such as lost profit, costs that have become unnecessary or other consequential damage, even if the Brokerage Firm was informed in advance of the possibility of such costs Client s liability The Client is liable to compensate the Brokerage Firm for damage incurred due to the Client neglecting the obligations under this agreement. Such damage includes extraordinary expenses and work caused by a breach of agreement and costs caused by changes in the prices of the Investments. The Client is alone liable for the financial consequences of the actions and investment decisions made on the basis of this agreement and is not entitled to damages from the Brokerage Firm due to resulting damage or loss. The Client is liable for the Brokerage Firm having sufficient funds at its disposal or immediately available to it for taking the measures referred to in the agreement. If there are no such funds, the Brokerage Firm shall interrupt the execution of the measures and contact the Client for additional instructions. The Client accepts that the Brokerage Firm may have, on the basis of its trading guideline and at its discretion, the right to cancel a transaction made with an unlisted Security if the Client should neglect the Client s contractual obligation.
18 18 The Client accepts that the Brokerage Firm may in such cases charge the Client for contractual penalty of the purchase price in addition to other penal interest and damages. The transaction can also be cancelled as the result of similar neglect by another Client that is the Client s counterparty in the transaction Indirect damage The contractual parties are not liable for indirect damage incurred by each other unless otherwise specified in the Investment Service Terms and Conditions in force from time to time Force majeure The contractual parties are not liable for damage or loss caused by a force majeure event. Force majeure refers to an unforeseeable event that cannot be reasonably prevented by the contractual parties with a causal relationship to non-fulfilment of a contractual obligation. If a contractual party cannot reasonably fulfil its obligation under this agreement due to said event, the fulfilment of the obligation will be postponed until the obstacle ceases to exist. 9. Privanet Securities right of lien The Client s funds and Securities, the Client s receivables based on transactions relating to the Investments and rights to the Investments and receivable from the Brokerage Form will be the Brokerage Firm s collateral (lien) for the fulfilment of obligations under these terms and conditions. Pledging also covers yield from the Client s said assets. The lien will be held for the capital of receivables, interest, penalty interest, debt collection costs and all costs required for safekeeping and maintaining the lien that are necessary to retain the right of lien. If the Client fails to pay outstanding debt or otherwise fails to fulfil an obligation for which the lien is given, the Brokerage Firm has the right to, without consulting the Client and without seeking a court order or decision and without observing the formalities prescribed by law and without giving notice of selling the lien, to liquidate the lien in a security exchange or other marketplace subject to the supervision of the authorities or as it otherwise sees suitable and to take all of the measures required for liquidating the lien. The Brokerage Firm shall inform the Client of the obligation falling due and liquidation of the lien in advance. Notwithstanding the above, the lien can be liquidated immediately after the falling due of the debt if the Client cannot be reached and it is possible that the value of the lien will decrease to such an extent that the lien no longer covers the receivables of the Brokerage Firm. The income generated from liquidating the lien will be used for paying the Brokerage Firm s receivables for which the lien is collateral. Any residual amount will be paid to the Client. 10. Amendments to the terms and conditions of agreement The Brokerage Firm has the right to unilaterally change the Investment Service Client Contract and the current Investment Service Terms and Conditions based on the contract and the current service price list. Such amendments take effect from the beginning of the month that begins one (1) month after the Client
19 19 has been informed about the change in writing in accordance with item 3.8. If the Client does not accept the change, the Client may terminate the contract in accordance with item Transfer of the agreement The agreement is binding on the contractual parties and their statutory followers. The contractual parties do not have the right to transfer the agreement or its appended agreements to a third party without the written consent of the other party. However, the Brokerage Firm may, without the consent of the Client, transfer its rights and obligations under this Agreement to another company belonging to the same group of companies as the Brokerage Firm. 12. Expiry of the agreement This Investment Service Client Agreement is valid until further notice. The Client has the right to terminate the agreement with a period of notice of five (5) days after the Brokerage Firm has received the notice of termination. The Brokerage Firm has the right to terminate the agreement with a period of notice of ten (10) days after the Client has received the notice of termination. However, the term of notice is thirty (30) days for the Brokerage Firm in cases where the Client is not a Professional Investor. The notice shall be given by letter or . Unless otherwise can be shown, the Client is considered to have been informed two (7) days after the notice was sent if the Client s place of business is in Finland. If the Client s place of business is located abroad, the period of notice referred to above shall be fourteen (14) days after the notice was sent by letter or , unless otherwise agreed. The contractual parties have the right to terminate the agreement with immediate effect if the other contractual party 1. is in essential breach of its obligations pursuant to the Investment Service Client Agreement and the Investment Service Terms and Conditions in force from time to time or is otherwise in material breach of the terms and conditions of agreements signed between the Client and the Brokerage Firm; 2. is placed in administration, liquidation or bankruptcy or there is otherwise a justified reason for assuming that the other contractual party has become insolvent; or 3. dies. Orders that are open at the time of termination of agreement will expire unless otherwise agreed by the parties. Commenced orders that are in progress will be completed. In case of a derivative transaction or other Service binding on a third party, the Brokerage Firm has the right to take necessary measures at its discretion to avoid or mitigate potential losses, such as by closing the Client s derivative account position. At the time of termination of the Investment Service Client Agreement, the Brokerage Firm is responsible only for taking measures to decrease and limit the liabilities. If the agreement is cancelled, the Brokerage Firm shall surrender the Client s assets in its control to the Client as soon as possible, however at the latest one (1) month after the clearing of orders pending at the time of cancellation if the Client has paid all of the receivables pursuant to agreements signed between the Client and the Brokerage Firm. If the Brokerage Firm has not been informed of where to transfer the assets, it will be deposited with the chief executory authority for the Client. However, with regard to the Client s Securities, the procedure will be as mentioned above. Upon the expiry of the agreement, the Brokerage
20 20 Firm is entitled to its fee based on the safekeeping of Securities calculated until the end of the period of notice. 13. Compensation Fund Privanet Securities Ltd is a member of to the Investors Compensation Fund as referred to in chapter 6 of the Finnish Act on Investment firms (922/2007). The Compensation Fund secures the payment of nonprofessional investor clients overdue, uncontested claims if the investment service company cannot pay the Client within the specified period of time, due to insolvency or other similar reason. The client will be paid 90% of the claim, but no more than EUR 20,000. The Compensation Fund does not cover losses due to reasons such as decreased share prices or bad investment decisions. 14. Suspicious business transactions and the origin of funds If the Brokerage Firm notices that the structure or amount of the Client s subscription, purchase or sale orders, company size or location of its place of business differ from the ordinary, or have no apparent financial purpose, or do not match the Client s financial position or business operations, the Brokerage Firm shall investigate the Client s reasons and purpose for using the service provided by the Brokerage Firm with the care prescribed by law. The Client ascertains that the Investments in custody or other assets included in the sphere of the Client s instructions involve no suspicious or criminal features; the assets are not assets that the Client knows to be obtained through criminal activity or assets with which such assets have been replaced and the assets are being converted, surrendered or transferred to hide or obscure their illegal origin or to assist a criminal in avoiding the legal consequences of the crime; or the investments or other assets placed in custody and their real nature, origin or location or dispositions or rights related to the investments or assets are being hidden or obscured. If the Brokerage Firm has, after fulfilling its obligation of care or otherwise, reason to suspect the legal origin of funds included in the Client s business transaction, it is under an obligation to interrupt the transaction pending further clarifications or deny from executing the subscription, purchase or sale order. If denial from executing the subscription, purchase or sale order or interrupting it would make it more difficult to find out their beneficiary, the Brokerage Firm may, however, execute the subscription or purchase or sale order. The Brokerage Firm shall always report the matter to competent authorities and provide the authorities with all of the information and documents that may be significant to investigating the suspicion. The submission of such a report shall not be disclosed to the party under suspicion or others.
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