1 I. SCOPE OF APPLICATION OF THE GENERAL TERMS OF ORDERS AND DEFINITIONS 1 Purpose and scope of application of the Terms of Orders These Terms of Orders shall be applied to the Order Relationship on the provision of investment services between a Customer engaged in securities trading on a professional basis and Pareto Securities Oy ( the Securities Dealer ). The Customer shall approve these terms as binding on himself after being informed of these terms and upon issuing an order or orders to be executed by the Securities Dealer. Unless the Customer, prior to issuing an order, in writing notifies that he is a non-professional investor, the Securities Dealer shall have the right to deem the Customer as a professional investor. A professional investor is familiar with the risks of the securities markets and the characteristics of investment targets. Certain provisions of the Securities Markets Act on securities trading and the offering of investment services is not applied to a professional investor. The Securities Dealer shall not be under the duty of disclosure in accordance with the Securities Markets Act regarding factors relating to the investment service and the securities subject thereto. In accordance with the Act on Investment Firms, a professional investor is not governed by the provisions on the investor-compensation Fund and a professional investor is thus not subject to the investorcompensation fund cover. 2 Definitions Security A security in the form of a certificate or book entry or a derivatives contract referred to in the Securities Markets Act. Securities Dealer A Securities Dealer means: An investment firm referred to in the Act on Investment Firms Customer A Finnish or foreign organisation engaged in investments activity on a professional basis referred to in the Securities Markets Act and operating on its own account in relation to the Securities Dealer, whom the Securities Dealer has approved as its customer. Group Company A Finnish or foreign organisation or foundation which (a) has direct or indirect control over the Securities Dealer, (b) is directly or indirectly under the control of the same Finnish or foreign organisation or foundation as the Securities Dealer, or (c) is directly or indirectly under the control of the Securities Dealer. "Control" means the control defined in the Limited-Liability Companies Act regardless of whether the organisation is a Finnish limited-liability company or other domestic or foreign organisation. A Group Company also means the pension foundations and pension funds of the said organisations and foundations. Market Place A Finnish or foreign stock exchange and/or derivatives exchange or other trading method approved by the authorities, and a Finnish or foreign clearing organisation. Market Rules Decisions as well as orders and instructions of the authorities issued under valid legislation as well as the rules, instructions and orders of each Market Place, the selfregulation of the markets and the trading practice applied from time to time. Clearing Date The date of clearing of a trade on the Investment Target. Investment Target A Security subject to the investment service and a standardised derivatives contract referred to in the Act on Trading in Standardised Options and Futures, a derivatives contract comparable to a standardised derivatives contract or other derivatives contract. An Investment Target means also another transferable right or commitment. Order A Customer order, binding on the Customer and given to the Securities Dealer, to buy or sell Investment Targets or to execute other acts relating to Investment Targets. Authorised Person A person acting on the basis of an authorisation by the Customer, an Act or a right of representation based on his position, who is entitled, on behalf of the Customer, to submit to the Securities Dealer Orders binding on the Customer. II. TRADING 1 Placing an Order and Entry into Force The Customer may place an Order to buy or sell concerning an Investment Target orally, in writing (fax or email), by electronic means or in another way separately agreed upon with the Customer. The Securities Dealer shall have the right to send written information concerning an Order to the Customer by letter, fax, email or in another way separately agreed upon with the Customer. The Customer accepts that the use of a fax or email as a communications medium involves certain risks, because, among other things, the message may not reach its destination, the message may come to the knowledge of a third party, or a third party may alter the contents of the message. The Securities Dealer shall have the right to trust the authenticity and validity of an Order it has received by fax or email. An Order shall enter into force when the Securities Dealer has received sufficient information about it and accepted it as an Order. The Customer shall bear the responsibility for an Order reaching the Securities Dealer. When using email or fax, the contents and time of arrival of an Order sent shall be verified from the data system or fax machine of the Securities Dealer. The Securities Dealer is entitled not to execute an Order with insufficient information.
2 2 Validity of an Order An Order shall be valid for a fixed period. If no period of validity has been specified in the Order, it shall be valid for the duration of the day on which the Order is submitted. If, upon receipt of an order, trading has terminated, the Order shall be valid for the following trading day. The Order shall automatically lapse if the trading system of the Market Place removes an Order that has already been entered in the trading system, because, for example, a share is traded ex-dividend or ex-subscription right, a share is split, a share issue takes place, share classes or shares are combined, or a merger or a division takes place. An Order concerning a bond shall not lapse when a non-equity-rated Investment Target is traded ex-interest. The Customer shall have the right to amend or cancel an Order before the making of a binding offer leading to a transaction or before the execution of a trade. The amendment or cancellation shall enter into force when the Securities Dealer receives it and the amendment or cancellation is recorded in the trading system of the Market Place. An addition in the volume of the subject-matter of the Order and a change of the price term shall be deemed a cancellation of the Order and the placing of a new Order. An amendment to an order may affect its priority. If the Securities Dealer has already taken action to execute the Order, the Order may be cancelled only if the Customer reimburses the Securities Dealer for any expenses and damage caused to the Securities Dealer by the cancellation. An Order cannot be amended or cancelled to the extent that it has been executed. 3 Execution of an order After receiving an Order, the Securities Dealer shall execute it carefully and in the best interests of the Customer. The Order shall be executed without undue delay unless an express agreement has been concluded with the Customer to execute the Order at a time deemed best by the Securities Dealer or at some other time. The Customer shall co-operate in the execution of the Order. If no price limit has been set in the Order, the Securities Dealer shall have the right to execute the Order at the current market price. The Securities Dealer shall have the right to execute the Order in parts, unless otherwise agreed upon. The Securities Dealer or its Group Company may be the counter-party of the Customer s transaction. Investment Targets subject to an Order to sell shall be delivered or made available to the Securities Dealer in connection with the placement of the Order in accordance with the Market Rules, or at another time required by the Securities Dealer. Where necessary, the Customer shall provide the Securities Dealer with the documents required to validate his acquisition. The Customer shall reimburse the Securities Dealer for any damage incurred by the Securities Dealer due to a delay in the delivery of the Investment Targets. The Securities Dealer shall have the right to verify that the Customer is in possession of the Investment Targets for which he has placed an order to sell or that the Customer is able to deliver them within the time limit, and, for this purpose, to verify that the Customer s book-entry account and custody account have a sufficient balance, otherwise to verify the availability of the Investment Targets and to reserve the Investment Targets for the execution and clearing of the transaction. The Securities Dealer shall also have the right to verify that the Customer is able to pay the trading price of the Investment Targets. In the case of an Order to buy, the Securities Dealer shall have the right to require a down payment, or partial or full payment in advance. The Securities Dealer shall have the right, on the basis of the Order and an executed trade, to take action to clear the trade in order to secure the right of retention of the Securities Dealer in accordance with this Contract and any right of lien of the Market Place and to take any other corresponding action. The Securities Dealer shall not have the right to disclose to the Customer the name of a customer acting as the other party to a trade. The Securities Dealer shall execute Orders relating to the Investment Targets in a Market Place where the Investment Target in question is subject to public trading, unless otherwise agreed upon with the Customer or unless the interests of the Customer, for a special reason, require otherwise. 4 Notification of the Execution of an Order The Securities Dealer shall notify the Customer of an executed Order. The notification shall be made with a notice sent no later than on the trading day following the date of execution of the Order, unless otherwise agreed upon with the Customer. With regard to trades executed abroad, the Securities Dealer shall notify the Customer of a trade without delay after the Securities Dealer has itself been informed of it. 5 Delivery of Investment Targets and Collateral The Securities Dealer shall attend to and ensure that the Investment Targets acquired on behalf of the Customer can be delivered to the Customer on the Clearing Date of an Order to buy in accordance with the Market Rules, unless otherwise agreed upon. If all the Investment Targets cannot be delivered at that time, the Customer shall be liable to accept a partial delivery. If the Investment Targets subject to an Order to sell are not available to the Securities Dealer in accordance with the Market Rules, the Customer shall be liable for any damage therefor incurred by the Securities Dealer. Provisions on the use of Investment Targets as collateral and on other actions securing the clearing are issued in the bylaws of the clearing house.
3 6 Securities Dealer s Right to Acquire an Investment Target on Behalf of a Seller If it is evident that a Customer who has sold an Investment Target cannot fulfil the delivery requirement of the Investment Targets subject to the trade within the time limit specified in the by-laws of the clearing house, the seller s Securities Dealer shall have the right to borrow the Investment Targets on behalf of the Customer or on its own account in order to fulfil the delivery requirement by making, on its own initiative and without notifying the Customer thereof in advance, a lending agreement on the borrowing of the Investment Targets. The Securities Dealer shall have the right to take all actions required to implement the lending agreement. In the situation described above, the Securities Dealer may otherwise acquire the Investment Targets on behalf of the Customer or on its own account without notifying the Customer thereof in advance. The Customer shall be liable for all expenses incurred by actions referred to in this section, including fees, taxes and other expenses, and any damages. 7 Payment of the Transaction Price The Customer shall pay the transaction price of the Investment Targets, added with the Securities Dealer s receivable and any asset-transfer tax levied on the transaction, on the Clearing Date of the Order to buy the Investment Targets. The payment shall be at the Securities Dealer s disposal by the time of payment specified in the Market Rules, unless otherwise agreed upon by the parties. The Customer shall be liable to pay interest on arrears for any delayed amount in accordance with the provisions of the Interest Act. The Securities Dealer shall be responsible to ensure that the transaction price received for Investment Targets subject to an Order to sell, deducted with the Securities Dealer s receivables relating to the Order as well as any assettransfer tax levied on the transaction, is paid to the Customer on the Clearing Date of the Order to sell. If it is not possible to pay the transaction price in full, the Customer shall accept a partial payment. A precondition for the payment of the transaction price is that the Customer has fulfilled his obligations under the Order. If the payment is delayed due to a reason attributable to the Securities Dealer, the Securities Dealer shall be liable to pay interest on arrears on the delayed amount in accordance with the provisions of the Interest Act. 8 Cancellation of a Trade and Non-Execution of an Order A trade may be cancelled only in accordance with the Market Rules. If the cancellation is due to a reason attributable to the Customer, the Customer shall reimburse the Securities Dealer for damage incurred by it due to the cancellation. The Securities Dealer shall have the right not to execute an Order if the party placing the Order has materially failed to meet his obligations with respect to the Order, these terms and conditions, a contract between the Customer and the Securities Dealer relating to another investment service, or the Market Rules or if the Securities Dealer has reason to suspect abuse of insider information or distortion of the price of the Security. The Customer shall reimburse the Securities Dealer for any damage incurred. The Securities Dealer shall have the right to refrain from executing the measures required by an Order, or to cancel an Order relating to Investment Targets, if the sales reservation made in favour of the Securities Dealer is removed or otherwise becomes invalid or if the Investment Targets are no longer managed by the Securities Dealer or the Customer. III. OTHER TERMS AND CONDITIONS OF INVESTMENT SERVICE 1 Right to Use the Services of another Securities Dealer The Securities Dealer shall have the right, without notifying the Customer in advance, to use the assistance of another Finnish or foreign investment firm or credit institution or its branch when attending to tasks pertaining to Investment Targets. If the Customer wants to place an Order in a Market Place of which the Securities Dealer is not itself a member, the Securities Dealer aims at carefully choosing the foreign investment firm or credit institution it uses but is not responsible for the actions of the said investment firm or credit institution. If the Customer incurs damage due to the operations of foreign securities dealer, the Securities Dealer shall undertake measures deemed reasonable to collect damages from the party that has caused the damage. The Securities Dealer shall, without delay, pay to the Customer his share of any compensation obtained. 2 Right of Retention of Investment Targets The Securities Dealer shall have the right of retention concerning Investment Targets acquired on behalf of the Customer as collateral for unpaid order fees, any assettransfer tax or any foreign tax payable on investment service orders, its own fees and commissions as well as for other expenses or payments incurred by the Securities Dealer or for other damage incurred by the Securities Dealer and for interest on arrears in accordance with the Interest Act. If the Customer fails to pay a matured receivable to the Securities Dealer, the Securities Dealer shall be entitled to sell the Investment Targets, without further hearing the Customer, in the manner it considers best, and, where possible, in public trading. The transaction price so acquired and any matured returns shall be used to pay the matured receivable and any damages and expenses incurred by the
4 Securities Dealer. If any funds remain thereafter, they shall be paid to the Customer. 3 Derivatives contracts The Securities Dealer shall have the right, without hearing the Customer, immediately to close the Customer's derivatives account position in full or in part if the Customer fails to pay the premium relating to a derivatives contract within the prescribed period or to provide the requested collateral or additional collateral or if the receivables of the Securities Dealer from the Customer have matured and their payment to the Securities Dealer has been neglected, or if the Securities Dealer has a justified reason to assume that the Customer cannot fulfil its obligations. In this case, the Dealer shall have the right, among other things, to buy and sell derivatives contracts on behalf of the Customer and to close the account position before maturity. 4 Netting If the Securities Dealer and the Customer have opposing receivables from intra-day purchases and sales, the Securities Dealer shall be entitled to net the payments between the Securities Dealer and the Customer. In the event of the Customer's insolvency, the Securities Dealer shall have the right to make the Customer s payment and delivery obligations fall due and to net them in accordance with the Act on Certain Conditions of Securities and Currency Trading as well as Settlement. 5 Foreign Orders If the Customer places an Order concerning an Investment Target subject to trading outside Finland, the Customer understands and accepts that Market Rules other than those in use in Finland shall be applied to the execution of the Order where applicable. The Dealer shall, in that case, execute the Order in compliance with the Market Rules of the place of execution, which are binding also on the Customer. The Customer undertakes to sign any documents necessary for the execution of such Order. 6 Currency Exchange and Currency Risk Unless otherwise agreed upon with the Customer, the Securities Dealer shall have the right to acquire the currency required to carry out an Order on behalf of the Customer. The Customer shall be liable for the expenses of the currency exchange and bear the order-specific risk pertaining to variations in the currency exchange rate. 7 Authorisation to Give Orders and Related Instructions An Authorised Person shall give Orders on the Customer s behalf as well as instructions otherwise pertaining to their execution, as specified in this Contract. The Securities Dealer shall have the right, under the responsibility of the Customer, also to comply with Orders and instructions given by a party other than the Authorised Person if the party giving the Order or instruction is entitled to do so because of his position, or if the Securities Dealer otherwise has a justified reason to assume that the person is entitled to act on behalf of the Customer. 8 Reporting, Objections and Duty to Inform The Securities Dealer shall report to the Customer on executed Orders in the manner and at the intervals agreed upon. The Customer shall inspect the reports received. The Customer shall inform the Securities Dealer of any mistakes immediately after being informed thereof. Unless proven otherwise, the Customer shall be deemed to have been informed in three (3) days from the sending of a notification concerning a measure, provided that the Customer s reporting address is in Finland. If the reporting address of the Customer is abroad, the Customer shall be deemed to have been informed in seven (7) days from the sending of the notification, unless otherwise agreed upon. If the transaction does not take place, the time limit for the notification shall be calculated from the end of the validity of the Order. The Customer shall be deemed to have accepted the actions of the Securities Dealer unless the Customer, immediately after being notified of the action of the Securities Dealer, notifies the Securities Dealer that he does not accept his actions. The Securities Dealer shall be deemed to have accepted the actions of the Customer unless the Securities Dealer no later than seven (7) days after having been informed of the actions of the Customer notifies that it does not accept the actions of the Customer. If no objection is submitted within the time limits described above, the parties to the Contract shall be deemed to have accepted each other s actions. The Customer and the Securities Dealer shall, without undue delay, notify the other party in writing (by letter, fax or email) or by electronic means of any changes in the information submitted to the other party. The Securities Dealer shall not be liable for damage due to the Customer not informing the Securities Dealer of the changes in the information referred to above. If the Customer himself wishes to waive his right to receive the notifications referred to in section II.4, the Customer shall forfeit his right to object. 9 Fees and charges The Securities Dealer shall charge the fees or charges for its actions in accordance with the fee schedule valid from time to time or as separately agreed upon with the Customer. If the price of an individual measure has not been determined in the fee schedule or if no separate contract thereon has been concluded, the Securities Dealer shall be
5 entitled to charge the costs of the measure together with a reasonable fee. 10 The taping of telephone conversations The Securities Dealer shall have the right to tape its telephone conversations with the Customer pertaining to its activities, and to use them as proof in the resolution of any disagreements. The Customer is aware that the Securities Dealer is obliged to submit the tapes to the authorities upon request. 11 Confidentiality The management and personnel of the Securities Dealer are, in accordance with the Act on Investment Firms as well as the Act on Credit Institutions, subject to a confidentiality obligation concerning the Orders of the Customer, his financial position and business or trade secrets. The Securities Dealer, its holding company, a financial institution belonging to its consolidation group and a consortium of investment firms shall be under an obligation to disclose the information referred to above to a prosecuting or pre-trial investigation authority for the investigation of a crime as well as to other authorities entitled to the information under the law. The Securities Dealer and a company belonging to the consolidation group of the Securities Dealer shall have the right to disclose the information referred to in section 1 to its agent, to a Group Company, a company belonging to the same consolidation group, or to an organisation belonging to a financial or insurance conglomerate referred to in the Act on the Supervision of Financial and Insurance Conglomerates for the purpose of customer service or other management of a customer relationship, marketing, and for the risk management of the Group, consolidation group or financial and insurance conglomerate, provided that the receiver of the information is subject to the confidentiality obligation laid down in the Act on Investment Firms or a corresponding confidentiality obligation. The right does not apply [to the disclosure of sensitive data referred to in the Personal Data Act, nor] to information based on the registration of payment information between the Customer and a company not belonging to the conglomerate. The Securities Dealer shall have the right to disclose the information referred to in paragraph 1 to the Market Place upon demand in accordance with the Market Rules. IV. LIABILITIES OF THE PARTIES TO THE CONTRACT 1 The Liability of the Securities Dealer when Assets of the Customer are Lost If assets delivered to the Securities Dealer under a Contract are lost or destroyed due to reasons attributable to the Securities Dealer, the Securities Dealer shall replace them with corresponding assets. If it is impossible or unreasonably difficult or expensive to acquire corresponding assets, the Securities Dealer shall reimburse the Customer with the fair value of the assets. Other compensation may also be agreed upon with the Customer. 2 Liability of the Customer for breach of the Terms of Orders The Customer shall be liable to reimburse the Securities Dealer for damage resulting from the Customer s failure to fulfil his obligations under these terms. This damage may for example include additional expenses and work due to breach of the Terms of Orders as well as expenses caused by changes in the prices of Investment Targets. 3 Limitation of Liability The parties shall not be liable for any indirect damage incurred by the other party. Further, the Securities Dealer shall not be liable for any financial damage incurred by the Customer, such as loss of income, uncollected yield, share price losses, disruptions in other contractual relationships, claims of third parties or other damage that is difficult to foresee by the Securities Dealer. The Securities Dealer shall not be liable for the operations of the Market Place or for any damage incurred therefor by the Customer. If any damage is incurred by the Customer from the operations of the Market Place, the Securities Dealer shall undertake reasonable measures to collect a compensation from the Market Place in the manner possible by the Market Rules. The Securities Dealer shall, without delay, pay to the Customer his share of any compensation obtained. The Securities Dealer shall not be liable for damage resulting from incorrect information received from third parties. 4 Liability of the Customer The Customer is aware of the risks associated with investment activity and he shall be liable for the financial outcome and tax consequences of his actions and investment decisions. The Customer undertakes to indemnify in full the Securities Dealer and/or a person in its employment for any damage caused in consequence of the Securities Dealer attending to Orders in accordance with these Terms of Orders on behalf of the Customer and/or offering the Customer other services. The Customer shall ensure that it has all necessary licenses and authorisations for the operations referred to in these terms and that it complies with the regulations and terms of these licenses and authorisations. The Customer shall also ensure that it complies with the acts, decrees and provisions issued thereunder as well as with good market practice. 5 Force Majeure A party shall not be liable for damage caused by an event of force majeure.
6 An event of force majeure shall mean a circumstance that prevents a party from fulfilling his obligations and which is unforeseeable, cannot be overcome by a party to the contract and has a causal relationship to the non-fulfilment of the obligation. An event of force majeure may include i.a.. a disturbance in the electricity supply, data traffic or data systems, a fire, natural catastrophe, earthquake, war, mutiny, strike, lock-out or other industrial action. A party to the contract shall notify the other party of an event of force majeure as soon as this is possible. A party to the contract shall aim at mitigating the damage caused to the other party to the extent possible. 6 The Securities Dealer s Duty of Due Diligence, and Suspicious Business Transactions The Customer assures that the origin of the assets used to execute Orders and left in custody has no suspicious or criminal associations. If the Securities Dealer, however, notices that the structure or size of the Customer s Orders, or the size of the undertaking or location of its place of business differs from what is normal or that they lack an evident financial purpose or that they are incompatible with the economic circumstances or business operations of the Customer, the Securities Dealer shall, with due diligence, in accordance with the Act on the Prevention and Investigation of Money Laundering and other regulations concerning money laundering, ascertain the reasons and purpose for the use of its services. If the Securities Dealer, after fulfilling the requirement of due diligence referred to above or otherwise, has reason to suspect the legal origin of the assets included in the transaction, or that they are being used for the financing of terrorism referred to in the Penal Code, or abuse of insider information or for distortion of the price of the Security, it shall suspend the transaction pending further investigations or refuse the transaction and always, without delay, notify the Money Laundering Clearing House, the Financial Supervision Authority or other authority specified in the law thereof, and submit to it, upon request, all the information and documents that may be of significance in investigating the suspicion. If the Securities Dealer has reason to suspect an abuse of the markets in violation of the Securities Markets Act, the Securities Dealer shall, without delay, notify the Financial Supervision Authority or other authority provided for by the law thereof. If refusing the transaction or its suspension is likely to complicate the efforts to identify the beneficiary of the transaction or the investigation of the matter, the transaction may be completed, after which the Money Laundering Clearing House, the Financial Supervision Authority or other authority provided for in the law shall be notified of the matter without delay. Under the law, the Securities Dealer may not disclose the submission of the notification to the person suspected. The Money Laundering Clearing House or another authority may order the Securities Dealer to refrain from executing the transaction for a maximum of five (5) banking days if such refrainment is necessary with respect to the pre-trial investigation measures of the authorities. V. AMENDMENT OF THE TERMS OF ORDERS, NOTICE TO TERMINATE AND ASSIGNMENT OF THE ORDER RELATIONSHIP 1 Amendment of the Terms of Orders The Securities Dealer shall have the right unilaterally to amend these Terms and the fee schedules. The amendment shall enter into force at the beginning of the calendar month starting one (1) month from the date on which the Customer has, in the manner referred to in these Terms of Orders, received a written notification of the amendment. If the Customer does not accept the amendment, the Customer shall have the right to terminate the Contract in accordance with the Terms of Orders by informing the Securities Dealer thereof no later than two (2) weeks before the entry into force of the amendment. The termination shall enter into force on the day on which the amendment would have entered into force. 2 Notice to Terminate and Cancellation of the Order Relationship The Customer shall have the right to give notice to terminate the Order Relationship with a notice period of five (5) calendar days after the Securities Dealer has received the notice to terminate. The Securities Dealer shall have the right to give notice to terminate the Order Relationship with a notice period of ten (10) calendar days after the Securities Dealer has sent the notice to terminate. However, the period of notice for the Securities Dealer shall be thirty (30) calendar days in cases where the Customer is not a Professional Investor. The notice to terminate shall be made in writing. The parties to the Contract shall have the right to cancel the Order Relationship with immediate effect if a party 1 has materially failed to meet his obligations under these Terms or under the Contract, or has otherwise materially breached these Terms or the terms of the Contract; 2 is placed in company reorganisation, liquidation or bankruptcy or if it otherwise is well-founded to presume that the other party has become insolvent; or if Unless otherwise agreed upon with the Customer, Orders that have not been executed but which have been placed before the termination or cancellation of the Order Relationship shall be cancelled after the termination or cancellation of the Contract if the Securities Dealer is able to remove the Order from the trading system. Orders to
7 buy or sell Investment Targets whose execution has been started shall be completed. The Securities Dealer shall submit any assets of the Customer in its possession to the Customer provided that the Customer has first paid to the Securities Dealer any receivables owed by the Customer to the Securities Dealer. 3 Assignment of the Terms of Orders The Terms of Orders shall be binding on the parties and their statutory successors. The Customer may not assign his contractual rights and obligations in accordance with the Terms of Orders to a third party without the consent of the Securities Dealer. The Securities Dealer may, however, without the Customer s consent, assign either all or some of its obligations under this contract to a Group Company. VI. OTHER TERMS 1 Settlement of Disputes and Applicable Law Any disputes arising out of these Terms and the Contracts between the parties to the contract shall be settled in arbitration by one arbitrator in Helsinki. If the parties are unable to agree upon the arbitrator, the arbitrator shall be appointed by the Finnish Central Chamber of Commerce. The arbitration shall be governed by the Arbitration Act. To the extent that these Terms of Orders contain references to laws, the provisions valid from time to time shall be applied. The offering of investment services, the Investment Service Customer Contract and these General Terms of Orders of Investment Service shall be governed by the laws of Finland excluding any international private-law provisions therein on the choice of law.