Sample. Test Selskab A/S. Agreement with. As Remote Participant

Transcription

1 Agreement with Test Selskab A/S As Remote Participant VP SECURITIES A/S WEIDEKAMPSGADE 14 DK-2300 COPENHAGEN S P E VP@VP.DK W VP.DK

2 Content Agreement Annex - Terms and conditions of participation Annex - Business conditions

3 Agreement Between Name Address Address Address CD-ident no.: (the Client ) And VP SECURITIES A/S Weidekampsgade 14 P.O. Box Copenhagen S Business registration no.: ( VP ) Between Name Address Address Address CD-ident no.: (the Securities Account Controller ) hereby enter into an agreement regarding the Client s participation as remote participant in accordance with the Danish Act on Securities Trading. As remote participant, the Client shall be registered as clearing member with right to through an Securities Account Controller as regulated in the Securities Account Controllers Participant agreement to report securities transactions on its own accounts with VP under the terms and conditions of the Agreed Documents (as defined below). The Client represents and warrants to VP: i. that the Remote Participant agreement has been signed by authorised signature; ii. that the Remote Participant agreement is valid, binding, and enforceable towards the Client, and iii. that the Client has permission to carry out business as securities dealer, credit institution or investment company in the EU/EEA. The Client shall notify VP immediately if the permission is altered or revoked by the relevant authorities. The Securities Account Controller accedes to clause 3.2 of annex 1 and confirms to VP that the Securities Account Controller has and will continue to have authority to report securities transactions on behalf of the Client acting as an Securities Account Controller in accordance with its agreement with VP. Further the Securities Account Controller warrants to VP that the Remote Participant agreement has been signed by authorised signature; (ii) that the Remote Participant agreement is valid, binding, and enforceable towards the Client. The Securities Account Controller shall assist VP in determining whether the Client has the required permission to carry out business as securities dealer, credit institute or Investment Company in the EU/EEA. The Securities Account Controller shall notify VP immediately upon becoming aware of said permission is altered or revoked by the relevant authorities. VP may require the Client to provide and pay the cost associated with obtaining (i) proper documentation in English regarding the above representations and/or (ii) a legal opinion from a reputable law firm confirming (i)-(iii) above. The participation of the Client shall be governed by the Terms of participation in force from time to time, VP s articles of association and the guidelines, clearing rules and any other document referred to in said documents (the Agreed Documents ). The Agreed Documents shall form an integral part of this Remote Participant agreement. CD-ident no.: xxxxx 1

4 Beside the obligations as Securities Account Controller for the Client under this Remote Participant agreement, the signing Securities Account Controller is bound by the Terms of Participation on basis of the Participant agreement entered with VP. Beside this Remote Participant agreement, the Client is bound by the terms and conditions in Annex 1, section 1, , 3.4, and 4.9, and Annex 2-4. VP shall be entitled to make amendments and additions to the terms and conditions in Annex 1 to 4. Such amendments and additions shall be binding on the Client from the date of their coming into force. VP shall endeavour to give the Client reasonable notice in cases where such amendments will have a material effect on the affairs of the client. VP may amend the Remote Participant Agreement and Annex 1-4 in the event of amended legislation, changes in VP s business areas, etc., or if the Remote Participant agreement is found inappropriate or defective. One month s prior notice shall as far as possible be given of such amendments. This Remote Participant agreement shall be signed in three original copies, one for each party. The Client represents having had access to and having read and understood the Agreed Documents and Annex 1-4 before signing this Remote Participant agreement. This Remote Participant agreement shall enter into force on the date of signing and shall replace any previous remote participant agreements. Overview of Annex 1. Terms of Participation (section: 1, , 3.4, and 4.9) 2. Business conditions 3. Commercial Guidelines (can be found at 4. Clearing rules (can be found at On behalf of the Client Date: Place: Name: Job title: Date: Place: Name: Job title: On behalf of VP Date: Place: Name: Job title: On behalf of the Securities Account Controller Date: Place: Name: Job title: Date: Place: Name: Job title: Date: Place: Name: Job title: CD-ident no.: xxxxx 2

5 Annex Terms and conditions of participation

6 1. Introduction 1.1 These conditions for participation apply to all Clients that participate as central participants on entering into a participant agreement with VP. 1.2 Definitions used in the participant agreement between VP and the Client will have the same significance in these participation conditions, unless otherwise specifically indicated by the context. 2. Book-entry activity/securities account controller 2.1 This clause 2 sets out the terms and conditions for participation in VP's bookentry activities and solely applies to the extent that the Client participates as securities account controller 2.2 Participation as securities account controller takes place in accordance with current statutory provisions. In accordance with the Danish Securities Trading Act, the Client is obliged to contribute to VP s capital reserves by pledging surety. The more detailed regulations for this are set out in VP s articles of association. 2.3 Terms for securities account controllers General Participation as securities account controller entails that the Client is entitled and obliged, on the terms stated below, to undertake reporting for book-entry in VP to securities accounts for which the Client is registered as securities account controller and which belong to the Client itself, or a third party No later than at the time when the securities account is established, the Client must inform the account holder of the terms applying to the securities account/account and of any subsequent changes therein. The securities account conditions must, as a minimum, contain information concerning the matters specified in the relevant commercial guidelines On all days except Saturdays, Sundays, New Year s Eve (December 31), Friday after Ascension Day, and other national holidays, as a minimum, the Client must be open during daily business hours to receive and process notifications concerning book-entry in VP The rules and procedure for the securities account controller s processing of ad-hoc and periodic functions, payments and registration of securities by name, and similar, are set out in VP's guidelines and regulations VP issues Investor notifications in accordance with legislation, etc. The Client may enter into an agreement with VP that the Client handles the issuance of investor notifications Notifications and reporting Prior to the reporting to VP of notifications concerning book-entry received by the Client, the Client must assess whether the notification complies with the current statutory regulations, the Order on book-entry, VP's book-entry regulations, etc. and the commercial guidelines. 1

7 VP examines the Client's reports in accordance with the commercial guidelines and if this examination shows that there are obstacles to book-entry, the bookentry will not take place. The Client will receive information concerning any obstacles to book-entry immediately after VP has found that such obstacles exist The Client may not correct or cancel reported transfers of holdings. The Client may correct or cancel other reports in accordance with the rules of the commercial guidelines in this respect. Reports that are corrected or cancelled will be registered to the account until the correction or cancellation has taken place If, at the time of reporting, an account does not hold securities corresponding to a reported transfer or right, the report will be cancelled. In accordance with the commercial guidelines, VP will inform the Client of any cancellations made Payments On the payment of interest, redemption proceeds and dividend, or other payments to the recorded beneficiaries, VP generates the payment transaction entries on behalf of the issuer in accordance with the entry rules notified by the Client The Client is responsible for ensuring that the cash account stated by the account holder to which returns are to be credited is operated by a participant with the function category of cash account controller Payment of subscription amounts and other payments from the account holder to issuers of securities take place by drawing on the account holder's securities account controller Complaints and professional secrecy If the Client receives a complaint concerning book-entry, etc. in VP that should have been submitted to the Complaints Board for Central Securities Depositories the Client must immediately submit the complaint to the Complaints Board, stating the date of receipt Persons required by the Client to undertake tasks relating to VP must be instructed by the participant that they are subject to a duty of secrecy with regard to information that is hereby disclosed to them On obtaining information registered at VP, the Client will be obliged to comply with the security regulations decided by or imposed on VP Liability and indemnification obligation In accordance with the provisions of the Danish Securities Trading Act, including the provisions concerning the limitation of liability, the Client holds indemnification liability for losses resulting from its own errors in connection with reporting for book-entry, which includes the receipt of notifications, the verification thereof, and the change/nullification of rights concerning accounts at VP, or payments from such accounts. The same applies to errors resulting from the Client's corrections/cancellations or VP s cancellations due to insufficient funds, cf and above. The Client's indemnification liability also includes such errors even if they are fortuitous. 2

8 When correct transfer of the payment settlement information to Danmarks Nationalbank (the Danish central bank) or its Data Centre has taken place, the Client will be liable to VP for errors and omissions concerning the further processing of the information and payments. This also applies if the payment information has been sent to Nets and VP has received acknowledgement of receipt Resignation as securities account controller The Client may terminate this sub-agreement concerning participation as securities account controller by giving six months notice to take effect from the first day of a month. However, such termination may not take effect any sooner than 1 April after the end of the year in which all accounts for which the Client is the securities account controller have been settled, unless the Client has concluded an agreement with one or several participating securities account controllers for them to take over the full responsibility for the accounts for which the Client in question has been registered as securities account controller Since a precondition for being issuing agent is that the Client also participates as securities account controller, cf , notice of termination as securities account controller entails that this notice of termination must also be seen as notice of termination as issuing agent, cf If ordered by the supervisory authorities, or if the Client is subject to compulsory liquidation, restructuring proceedings or similar, VP is obliged and entitled, respectively, to terminate this agreement and to transfer the accounts for which the Client is registered as securities account controller to other securities account controllers. 2.4 Terms for issuing agents General It is a precondition for participation as issuing agent that the Client also participates as securities account controller Participation as issuing agent entails that the Client has the sole right, via VP, to increase or reduce the issued amount of securities against corresponding entries to the accounts for issued securities (nominal ledger) for which the Client has been recorded as the issuing agent As issuing agent, the Client may issue and book-enter securities on its own behalf and on behalf of issuers that have concluded an issuer agreement with the Client and VP. The issuer agreement authorise the Client as issuing agent to handle the issuance via VP on behalf of the issuer The Client undertakes that the issuer agreement has been signed by the issuer with binding effect in accordance with the issuer s authorised signatory rules Other terms The more detailed terms for the issue of securities and the obligations of the issuer administrator and the issuer are laid down in the issuer agreement with related supplements, and in VP's regulations and guidelines. 3

9 2.4.3 Payments The Client may only arrange payments from the issuer of securities to the registered beneficiaries from bank accounts operated by a participant with the function primary cash provider Liability and indemnification obligation The Client holds indemnification liability for losses resulting from its own errors in connection with the reporting of information, etc. regarding the ISINs for which the Client has been recorded as issuing agent, even if the error is fortuitous, cf. the Danish Securities Trading Act and the limitation of liability specified therein Termination 2.5 The Client is entitled to terminate this sub-agreement concerning participation as issuing agent by giving not less than six months notice to take effect from the first day of a month. It is a condition, however, that the Client no later than as of the expiry has concluded an agreement with one or several participating issuing agents for the issuing agent(s) to take over the full issuance responsibility for securities for which the Client has been recorded as the issuing agent. A further condition is that the issuing agent that takes over responsibility has concluded the necessary issuance agreements. 3. Clearing activities 3.1 This clause 3 sets out the terms and conditions for connection to VP's clearing activities and solely applies to the extent that the Client participates as a clearing participant. 3.2 Terms for clearing members General Participation as clearing member and securities account controller, cf. clause 2.3 above, gives the Client access to report trades for settlement on its own behalf and on behalf of a third party A clearing centre may participate as clearing member and securities account controller with access to report securities transactions on its own behalf and the behalf of third parties in the form of concluded securities transactions for settlement in VP's clearing and settlement system If the Client does not participate as a primary cash provider at the same time as its participation as clearing member, it is a condition that the Client opens a cash account with a primary cash provider for the cash settlement of securities transactions. The detailed conditions governing this cash settlement account are set out in VP's clearing rules. 3.3 Terms for payment administrators General Participation as payment administrator gives the Client access to report securities transactions in the form of payment undertakings in connection with clearing and settlement in VP. The same applies to the reporting of the payment of returns from issuers of securities to the registered entitled recipients. The detailed conditions governing the chosen function categories are set out in this agreement with related appendices and clearing rules. 4

10 3.3.2 Primary cash provider Participation as primary cash provider entails that, the Client may report payment undertakings for clearing members and cash account controllers, and intermediate the payment of returns from issuers of securities to the registered entitled recipients. The conditions for the execution of payments on its own and others behalf are set out in VP's clearing rules Cash account controller Participation as cash account controller also requires participation as securities account controller and entails that the Client may, on more detailed terms and conditions, report payment undertakings for non-clearing members; and on behalf of the registered entitled recipients receive payment of returns from issuers of securities and credit these payments to the cash accounts nominated by the account holders for the crediting of returns If the Client participates as cash account controller and does not at the same time participate as primary cash provider, the Client must set up a cash account with a primary cash provider that can be used for cash settlement. The conditions governing this cash settlement account are set out in VP's clearing rules. 3.4 Other clearing rules Netting in the event of compulsory liquidation, etc Securities transactions that, prior to a Client's compulsory liquidation, restructuring proceedings or similar (hereinafter "insolvency event"), are reported to VP for settlement within the same settlement day as the insolvency event, and which according to this agreement are binding on the clearing parties (i.e. cannot be unilaterally cancelled or revoked) ("Binding Orders"), will be executed in accordance with VP's clearing rules. This also applies to Binding Orders concluded after the Client's insolvency event, but on the same business day as the Client's insolvency event, if VP neither knew nor should have known about the insolvency event at the time that the order became binding VP may send a request to the Client for the Client to state whether an insolvency event has occurred ("Breach Enquiry"). In such case, the Client must immediately - or within any other deadline stated in the Breach Enquiry - provide information accordingly. If the Client cannot confirm that it is not affected by an insolvency event, the agreement will be terminated immediately, without the Client being able to invoke any claims against VP on these grounds VP's clearing rules The rules governing the clearing and settlement of securities transactions, the use of the cash accounts necessary for the Client's function as a clearing participant, and the use of VP's systems to support risk hedging using pledged collateral in connection with settlement, cf. the Danish Securities Trading Act, are set out in VP's clearing rules, which are an integral element of this participant agreement Termination of participation as clearing participant The Client may terminate its participation as clearing participant pursuant to this part of the participant agreement, or some of the chosen clearing functions, subject to three months notice to the first of a month, subject to the condition that all outstandings pursuant to terminated elements of this participant agreement have been settled before the expiry of the notice of termination. 5

11 4. General terms 4.1 Administrative procedures In relation to the VP System, the Client will draw up such internal, written administrative procedures as are appropriate to protect against errors and misuse. With regard to the level of control, these administrative procedures must be at least equivalent to the level set out in the agreement documents. 4.2 The terms in section 4.3 apply to Clients who uses an external data centre. 4.3 External data centre The technical connection of the Client to VP is via a Data Centre, which is a separate legal entity in relation to the Client In relation to the functions undertaken by the Data Centre, the Client will impose the same obligations on the Data Centre as the Client is subject to in accordance with legislation and this participant agreement On behalf of the Client and subject to the Client's responsibility, the Client will authorise the Data Centre, within the framework of this Agreement, to agree on the technical connection to and communication with VP, etc., cf. clause 4.4 below By signing the participant agreement, the Data Centre declares that the provisions laid down regarding technical connection, communication, etc. in relation to VP are accepted The Client and the Data Centre declare their acceptance that the Data Centre is in every respect deemed to be the Client for the purposes of receiving data from and delivering data to VP. The Data Centre is thus authorised, on behalf of the Client, to report to VP on behalf of the Client, while VP's obligation to supply/make data available to the Client is fulfilled by supplying/making such data available to the Data Centre In connection with any reporting by the Data Centre, VP will check that the reports originate from the Data Centre authorised by the Client The Data Centre in advance approves any change in the Client's functionalities. By bilateral agreement with VP, the Client may thus curtail or increase the number of functionalities with which the Client participates. The Client is obliged to notify the Data Centre of such changes. 4.4 Communication and technical connection The day-to-day communication between the Client/Data Centre and VP will take place in accordance with VP's guidelines, regulations and/or appendices The choice of media for output and input data, data content and destination for day-to-day reporting and acknowledgement material, as well as the division of functions vis-à-vis VP, will be made in accordance with VP's guidelines, regulations and/or appendices to the participant agreement Monitoring of the line connection from router to router will be undertaken by a relevant provider. In the event of any errors, etc. the Data Centre shall ensure that rectification is made from the Data Centre's own network to the router, while notifying VP. 6

12 4.4.4 The Client/Data Centre must ensure that all reports to and feedback reports from VP originate from the correct sender and are delivered to the correct recipient, respectively For Clients that participate in VP via an external data centre, it is the Client's responsibility that the Data Centre controls that reports and feedback reports are only made to and from the Client. In the event of operational disruptions, etc., that prevent communication in the agreed manner, the agreed back-up procedures will be initiated. The Client/Data Centre must ensure that wellfunctioning alternative communication opportunities are available at all times. In the event of operational disruptions, VP may be obliged to reduce or completely interrupt existing account access VP may, for the participant, arrange back-up opportunities to be established outside VP. In such case, special back-up procedures must be agreed and VP may prescribe input and output data media and also restrict and/or disconnect the established online access Where there is a risk of breakdown or a similar event because conditions specified in guidelines, regulations and/or appendices have not been strictly observed by the Client/ Data Centre, or where other security considerations make this necessary, VP will be entitled and obliged to take such measures as VP deems appropriate - if necessary by discontinuing the communication with the Client/Data Centre The Client/Data Centre will as far as possible be notified before the implementation of the intended measures Both VP and the Client/Data Centre are subject to a mutual obligation to contribute to the rectification of any errors, etc. in the communication system, book-entry, clearing and settlement systems, etc. or in the recorded data. VP's instructions in this respect must be complied with by the Client/Data Centre without undue delay In connection with the establishment and any later alteration, including any rectification of errors, of communication lines and book-entry, clearing and settlement systems, etc., these will not be put into operation until they have been tested with results that are deemed by VP to be satisfactory. The parties are also subject to a mutual obligation to participate in testing VP will not be liable for any expenses incurred by the Client/Data Centre due to any circumstances covered by this supplement, etc VP will not be liable for any expenses incurred by the Client/Data Centre in connection with the rectification of errors that are not caused by VP, or testing and back-up procedures, etc. in accordance with the participant agreement. If the aforementioned activities are due to the circumstances of the Client/Data Centre or an event for which the Client is liable, VP may require the Client to reimburse VP's expenses Changes in the participant s technical connection or equipment may be made in accordance with VP's guidelines and regulations. 7

13 4.5 Misuse of connections and functions The Client is obliged to file a report to VP immediately if the Client suspects misuse or attempted misuse of the systems at the Client or in the Client s external Data Centre. The Client must also take the necessary steps to ensure that such misuse or attempts at misuse are prevented and that secure administrative procedures are established. Reports in this respect must be made to VP in accordance with the current guidelines and regulations. 4.6 Indemnification liability, defects, etc Where a book-entry or service from VP is delayed or subject to errors or defects, and it is shown that the error is attributable to VP, VP will be entitled and obliged to effect delivery or to rectify the error as soon as possible, to the extent that this is possible for VP. The Client accepts that the Client may not furthermore claim any compensation for either direct or indirect losses, including loss of interest, costs due to the error or defect, or compensation for any amounts that the Client may have been obliged to pay to third parties, apart from VP's objective liability in accordance with current Danish legislation at any time. This limitation of liability does not include VP's deliberate or grossly negligent liable actions or omissions With due consideration of such factors as the nature of the defect, system security, and the time and costs involved, VP will determine how rectification is to be effected, including the extent to which the Client must assist in such rectification. Without undue delay, the Client (including the data centre serving the Client) must comply with the instructions given by VP for the rectification of the defect. The Client may require VP to reimburse the direct costs incurred by the Client in connection with such rectification. 4.7 Breach The Client may only perform the agreed functions and maintain participation in VP for as long as the Client fulfils the relevant conditions laid down in legislation and in the agreement Where a Client participating in VP's book-entry activities is in material or repeated breach of this agreement, VP will report this to the supervisory authorities Where a Client participating in VP s clearing activities grossly or repeatedly disregards the conditions for participation, VP may terminate the participant agreement. The same applies if the Client is subject to insolvency proceedings and the trustee (or an equivalent person responsible for the activities in the insolvency situation) does not on request, without undue delay, undertake that the estate wishes to enter into the participant agreement. 4.8 Authority to disclose information to the Guarantee Fund On the establishment of the participant agreement, the Client authorises VP without any time limitation, to disclose information concerning the number of VP accounts for which the Client is the securities account controller at any time, to the Guarantee Fund for Depositors and Investors. 4.9 Price, price-index adjustment and payment terms Prices for Products governed by the Agreement are specified in the individual Product Terms and conditions All prices are stated exclusive of Danish VAT, fees, other taxes etc. 8

14 4.9.3 VP is entitled to change prices with a 3 months notice to the end of a month. Price changes are notified through VP-info and VP s website As of the beginning of the month VP shall give notification of the basis of computation and the size of the amount that VP intends to charge for the preceding month s participation and the services during that period. That amount shall fall due for payment on the eleventh banking day of the month and will in accordance with the agreement entered thereon be collected via NETS (B2B Direct Debit) from the financial institution account designated by the Client If invoiced amounts under the Agreement are not paid in time, interest will accrue on the overdue amount in accordance with the Danish Interest Act from the due date until payment is made Changes to the agreement documents In addition to the participant agreement and these participation terms and conditions, the Client is bound by the current articles of association, business conditions, guidelines and regulations at any time VP is entitled to make changes and additions to articles of association, any supplements to the participant agreement and these participation conditions, business conditions, account conditions, guidelines and regulations. Such changes and additions are binding on the Client as from the date of their entry into force. VP will seek to give the Client reasonable notice if such amendments will be of vital significance to the circumstances of the Client. VP may amend the participant agreement and these participation conditions, etc. in the event of legislative amendments, changes in VP's business areas, etc. or if the participant agreement is deemed to be inappropriate or inadequate. As far as possible, such amendments will be notified one month in advance Disputes and arbitration Any disagreement and dispute between the parties concerning participation, the participant agreement or its interpretation or fulfilment, will be settled by arbitration with final and binding effect on the parties and may not be brought before a court of law. The party requiring an issue to be settled by arbitration must give the other party written notice thereof (arbitration notice), specifying the issue required to be considered by arbitration The arbitration tribunal must consist of three persons, of whom each of the parties will appoint one arbitrator no later than 14 days after the date of the issue of the arbitration notice. The Chairman of the arbitration tribunal will be appointed by the President of the Danish Supreme Court. Should either party fail to appoint an arbitrator before the expiry of the aforementioned deadline, the Chairman of the arbitration tribunal will appoint the arbitrator on behalf of the party concerned The arbitration tribunal will be appointed for each particular case. The appointment of the arbitration tribunal will be effected at the initiative of VP The award of the arbitration tribunal will be made in accordance with Danish governing law. The award will be final and binding on the parties. In accordance with the Danish Arbitration Act, the arbitration tribunal will lay down the rules of procedure for the consideration of the case submitted and determine the costs of the arbitration tribunal, as well as the costs of the case and their distribution. 9

15 With regard to any disputes that might fall outside the jurisdiction of the arbitration tribunal, any legal proceedings must be brought before VP's court of jurisdiction, or before the Eastern Division of the Danish High Court. The disputes will be settled in accordance with Danish law. 10

16 Annex Business conditions

17 These conditions governing the commercial connection to VP's book-entry, clearing and settlement systems shall form an integral part of the agreement entered into between VP and the other parties to the agreement. Supply of information Data transmission VP shall be responsible for any input data sent by the Client when VP has acknowledged the receipt thereof. VP shall supply output data as soon as possible and shall - depending on the type of output data and method of transmission - be responsible for the output data. from the time the output data is made available to the Client by VP and until the Client has requested it for the first time until the Client has acknowledged receipt thereof. The more detailed conditions governing types of output data and methods of transmission are set out in VP's guidelines, rules and appendices. Other forms of communication VP shall be responsible for any input data sent by the Client from the time when it has been received by VP and for any output data until it has been sent to the Client. Misdirected output data material If the Client gains access to output data material intended for another recipient, the Client shall forthwith report this to VP and follow VP's instructions regarding the treatment of such material. Upon discovery of the error, the Client's staff may only search for such information in the material as is necessary to carry out VP's instructions. Retransmission Up to and including two business days after a report has been received, VP shall be entitled to demand retransmission if, as a result of operational failures, VP postpones any batches or arranges for new batches to be executed. The Client's re-transmission shall in terms of time be in the same order as the original transmission. During a corresponding period of time the Client shall be entitled to demand renewed output data from VP. Back-up copies VP shall be entitled and obliged to keep back-up copies of registers etc. outside VP. Service functions The Client, including the Client's external accountant, may, as regards book-entries or information to which the Client has access according to Danish law, request extracts or printouts of such book-entries and information. Opening and communication hours On all days except Saturdays, Sundays, New Year s Eve (December 31), Friday after Ascension Day, and other national holidays, VP's daily communication hours shall be from 05:00 hours to 01:45 hours on the next day. Changes in systems etc. Any changes in the systems which are not covered by any agreements and sub agreements, supplements and appendices, etc. shall - unless they involve correction of errors or rectification of significant drawbacks - be notified by VP subject to a notice of not less than one month to expire on the last day of a month. In the case of substantial changes deemed to be particularly onerous for the Clients, VP's Committee may determine a longer period of notice. Changes in participant function Any restrictions on or extensions of the participant function chosen by the Participant, cf. the Participant Agreement, shall be subject to agreement with VP. Entry into force These business conditions shall enter into force on 1 July 2014 as from which date they shall supersede the previous business conditions from 15 December