These Terms of Business set out the terms under which we shall provide your financial services. They replace all earlier Terms. Please read them carefully and ask us to explain any points that are not clear to you. These Terms of Business constitute the formation of a contract between you and Shard Capital Partners LLP (“Shard Capital”). Shard Capital is authorised and regulated by the UK Financial Conduct Authority (“FCA”). The FCA has its address at 25 The North Colonnade, Canary Wharf, London E14 5HS. The FCA maintains a register of all businesses that it regulates at www. fca.org.uk/register/. Shard Capital and its affiliates undertake all dealing, settlement, safe custody, nominee and associated services for Shard Capital. These Terms of Business will come into effect on the date that we receive your correctly completed application form and identification documents, or on completion of your first deal. Other services are available and are subject to additional Terms of Business.
The rules of the FCA require Shard Capital to categorise its clients as retail, professional, or eligible counterparties and we will therefore treat you as a retail client unless we agree with you otherwise. As a retail client, you may request to be re-categorised as a professional client, but as such you will no longer qualify for those protections which only apply to retails clients. We will only accept such a request if we are permitted to do so in accordance with the regulatory criteria. You agree to notify us immediately if you consider at any point that you no longer fall within the definition of a Professional client.
We Will Provide We provide three distinct services. These are discretionary portfolio management; advisory trading; and execution only trading. These different services are more fully described below.
3.1 You may request to be treated as an execution only client either in respect of all transactions or any specific transaction. Where you have not supplied us with sufficient information (either orally or in writing) about your investment objectives, financial circumstances and the degree of risk you are prepared to accept or when, even though you have previously supplied us with information, we may reasonably believe that you are not expecting us to advise you about the merits of a particular transaction, then we will not make any personal or product investment recommendations, and we will treat you as an execution only customer.
As an execution only customer we will action all instructions on an ‘execution-only’ basis. This means that we are only able to act on the instructions that you provide. We cannot give you advice about what instructions you should give us. You are responsible for the investment decisions that you make when you engage our services as an execution only customer. We do not accept responsibility on a continuing basis for advising you on the composition of your portfolio.
Where we undertake transactions for you on an execution only basis, in relation to shares there will be no further information required and we will carry out your instruction without providing advice. For complex products such as derivatives and warrants we may request additional information from you to assess if the product is appropriate. Should you choose not to provide this information we cannot guarantee that the investment will be suitable for your needs.
3.2 If you are designated as an advisory customer we accept responsibility for advising you as to the merits of any particular investment based on the information supplied by you in our Fact Find pertaining to your individual circumstances, requirements and objectives. It remains your sole responsibility to inform us of any changes to your individual circumstances, requirements and objectives.
We may provide you with investment advice on your request. Information supplied by you, via our Fact Find, should be updated as necessary before we give you advice on a particular transaction and recommend it as suitable for you. If you do not inform us of any investment or types of investments which you do not wish us to recommend or purchase for you, we may recommend to you any investment. However under the rules of the FCA, we may recommend to you any investments which we have reasonable grounds for believing are suitable for you.
3.3 Shard Capital can offer a discretionary managed service. If you opt to use this service Shard Capital will manage, on a discretionary basis, your portfolio of cash and investments. Subject to any instructions from you, Shard Capital shall have full authority at its discretion, without prior reference to you, to enter into any kind of transaction or arrangement for your account. Under the rules of the FCA, Shard Capital may only exercise discretion in accordance with your investment objectives and in a manner that Shard Capital believes to be suitable for you.
The above is subject to any limits or restrictions that you specify. Please set out in the “Annex I To The Asset Management Agreement” (“Annex I”) any limits or restrictions that you wish to apply:
- On the type of investment in which Shard Capital may enter into transactions on your behalf; or
- On the amount of the consideration which may be involved in any transactions on your behalf; or
- On the value of any investments or any class of investments which may be held for you; or
- In relation to any similar matters, if you do not inform Shard Capital Terms and Conditions of Business of any investments or types of investments which you do not wish it to recommend to you or purchase for you, Shard Capital may recommend to you or purchase for you any investment. However, under the rules of the FCA, Shard Capital may only recommend to you investments that Shard Capital has reasonable grounds for believing are suitable for you.
Acting as Principal
3.4 Shard Capital may act as principal when dealing with you. This means that we have purchased the shares and are selling them to you. We will always disclose when this is the case. When Shard Capital are acting as principal the price paid by you, the client, will be the same price as Shard Capital have paid. You will then be charged a commission and/or an administration fee.
3.5 We may arrange or execute transactions on your behalf in any investments for which we have FCA permission to trade, as well as rights to or interests in any such
3.6 The Services will be provided in respect of investments traded on the Official List of the London Stock Exchange, the Alternative Investment Market, Plus Markets, Irish Stock Exchange, or such other recognised investment exchange or unquoted securities which we may agree with you from time to time.
3.7 We may also undertake transactions for you in units in unregulated Collective Investment Schemes.
Aggregation of orders
3.8 We may arrange the aggregation of orders, which may, or may not, result in a more favourable price being obtained. We will only arrange this aggregation of your orders with other orders where we believe that doing so is in your best interests.
3.9 Once accepted by us, your order is irrevocable, unless prior to execution of a particular order, you receive confirmation from us of any amendment or cancellation of your order. We will provide best execution as required by the FCA rules.
3.10 We are required by the FCA to obtain prior consent from the client to our order execution policy and the client will be deemed to provide such consent once the client has given their first order after receipt of these terms. For our full order execution policy please visit: http://www.shardcapital.com/about-us-reports-and-documentation/
3.11 All contract notes, confirmations, and other notices or communications under these Terms will be emailed or will be dispatched or transmitted to you at the address shown in our records and shall be conclusive & binding on you.
3.12 We, Shard Capital, an associate or our respective employees may communicate an unsolicited real time communication to you where we consider this to be appropriate. You agree that we may make such a communication. Shard Capital will always accept your request not to continue a particular discussion. Shard Capital may contact you on any telephone number provided by you, including unlisted numbers. You accept that all telephone calls may be recorded and such recording remains the sole property of Shard Capital. You accept that Shard Capital may rely on these recordings in the event of a dispute. If, as a result, you decide to make a particular investment, you will have agreed to forego any statutory rights you may have to cancel it.
3.13 Deal quotations are available on request. You acknowledge that the market price may have changed between the time at our giving a quotation and the execution of your instructions.
3.14 When we accept your order, we will use reasonable endeavours to carry it out. However, we will not be liable for any loss or expense which you incur if we are unable to carry out an order for any reason (other than our negligence) or there is a delay or change in market conditions before the transaction is completed.
3.15 Where there is more than one person who is party to a joint account under these Terms any instruction, notice, demand, acknowledgement or request may be given by any one of you and any such communication will be treated as binding on the other(s). If you give us conflicting instructions, we will not have to act on them. Any notice given by us under these Terms to any participant in a joint account will be deemed to be notice to each person interested in the account. If you are a party to a joint account your liability will be joint and several. On the death of an individual or dissolution (if applicable) of any one of you, we may treat the survivor(s) as the only person(s) entitled to your money and investments.
4.Potential Conflicts of Interest
4.1 You acknowledge that when we process an instruction from you, we or a connected person may have a material interest in relation to the investment or transaction concerned which may give rise to a conflict of
4.2 We require our employees to comply with an independence policy. This means that they must disregard any material interest or conflict of interest when providing our Services to you. Such a conflict may arise because:
- We may deal in investments where a connected person is involved in a new issue, rights issue, takeover or similar transaction concerning the investment;
- We may match your transaction with that of another customer;
- We may trade or deal in investments purchased or sold by you.
4.3 We have a conflicts of interest policy and take steps to mitigate any potential conflicts of interest. In the event of a conflict of interest arising where we identify that our actions to manage the conflict of interest is not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented, we will clearly disclose the general nature and/or sources of conflicts of interest before undertaking business for you. Our Conflicts of Interest Policy can be provided to you upon request
5. Best Execution
5.1 We have a duty to provide Best Execution for you and we will take all reasonable steps to achieve this taking into account the execution factors. The factors we will consider are those which will allow us to obtain the best possible result in terms of total consideration (price and costs of execution) in accordance with the Rules of the FCA. In order to obtain the best outcome for you we will use the best available trading venue from the list of venues we have elected to use. We will add or delete Venues in accordance with our obligation to provide you with the best possible outcome.
5.2 Should you provide specific execution instructions to us, this may prevent us from taking the steps that are necessary to achieve the best possible result in respect of the order to which the instructions relate.
6. Risk Warnings – General
6.1 This notice is provided to you as a Retail customer in compliance with rules of the FCA. Retail customers are afforded greater protections under these rules than other customers and you should be aware of your rights of access to the Financial Ombudsman Service and other benefits. Please remember that the price or value of investments can go down as well as up. You may not get back the amount invested. Past performance is not necessarily a guide for future performance.
6.2 Foreign Markets – Foreign markets will involve different risks from the UK markets. In some cases the risks will be greater. On request, we will provide an explanation of the relevant risks and protections (if any) which will operate in any foreign markets, including the extent to which we will accept liability for any default of a foreign firm through whom we deal. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.
6.3 Non-Readily Realisable Investments – We may enter into transactions on your behalf in non-readily realisable investments (investments in which the market is limited or could become limited). Non- readily realisable investments can be difficult to deal in and it can become difficult to determine what a proper market price is. Please inform us in the Annex I if you do not wish us to buy such investments for your portfolio.
6.4 Small-Cap Shares – There is an extra risk of losing money when shares are bought in some smaller companies. There is a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up. These shares carry a high degree of risk and you can lose all of your investment.
6.5 Structured Products – A structured product is defined as a ‘Complex’ instrument and in deciding whether to hold a ‘complex’ instrument, you should be aware it is an investment which offers a pre- packaged investment strategy based on derivatives and which delivers a known return for given instrument conditions. It may be based on a single security, a basket of securities, options, indices, commodities, debt issuances, foreign currencies or swaps, or any combination of these. Their reliance on derivatives means that structured products are high risk investments and you could lose all the money you have invested. If you require advice on whether to invest in structured products, please contact an FCA regulated Financial Advisor.
6.6 Suspensions Of Trading – Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the specific price.
6.7 Clearing House Protections – On many exchanges, the performance of a transaction by us (or third party with whom we are dealing on your behalf) is guaranteed by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if we or another party defaults on its duty to you. On request, we will explain any protection provided to you under the clearing guarantee applicable to any on exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off-exchange instruments, which are not traded under the rules of a recognised or designated investment exchange.
6.8 AIM/NEX – Shard Capital trades on in Alternative Investment Market (AIM) and NEX shares, all of which carry a higher degree of risk than blue chip investments and there is always the possibility of losing the capital sum invested. Investment should be restricted to the maximum one can afford to lose. These investments may not be suitable for everyone and if you have any doubt regarding suitability please contact your regular investment adviser. Shard Capital and/or its connected companies and/ or directors or employees and/or members of their families may from time to time have a material interest (including options) in relation to an investment in which we deal on your behalf and may add or dispose of such securities from time to time. It is more difficult to buy and sell shares in small companies and it may not always be possible to deal. Market Makers operate with a wide spread between buying and selling prices for small companies and this spread and fluctuations in the share price may mean that you do not get back the full amount invested. AIM and NEX are designed primarily for emerging or smaller companies. Both the AIM and NEX Rules are less demanding than those of the Official List of the London Stock Exchange. The past is not necessarily a guide to future performance.
6.9 Extended settlement and leverage (T+20 trading) – Trading using extended settlement prolongs the settlement date and as a client you pay or receive the profit or loss at the end of the extended settlement period. When using leverage you can lose more than your original investment and you agree that this is therefore a high risk activity. Collateral can be used to trade in this manner and the level of leverage allowed on collateral will be determined using a risk based assessment by Shard Capital. Extended settlement trading does not incur any financing cost but the price dealt in the market is likely to be at a premium to the prevailing market price.
6.10 Warrants – A warrant is a right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing, so that a relatively small movement in the price of the underlying security results in a disproportionately large movement in the price of the warrant. The prices of warrants can therefore be volatile. You should not buy a warrant unless you are prepared to sustain a total loss of money you have invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a ‘Covered Warrant’).
6.11 ISA’s and JISA’s
‘Regulations’ means the Individual Savings Account Regulations 1998 as amended from time to time.
‘Shard Capital ISA’ is a Stocks & Shares ISA which holds investments eligible for a Stocks & Shares ISA as defined by the Regulations.
‘Shard Capital Junior ISA’ is a Stocks & Shares Junior ISA which holds investments eligible for a Stocks & Shares Junior ISA as defined by the Regulations.
‘Registered contact’ means a person with parental responsibility for an eligible child who applies to open a Junior ISA on their behalf.
A child is an ‘eligible child’ if, when the account application is made:
- they are under age 18;
- they were born on or after 3 Jan 2011, or do not have a Child Trust Fund Account; and
- they are resident and ordinarily resident in the UK, or are a UK Crown servant, married to or in a civil partnership with a Crown servant, or a dependent of a Crown
‘Tax year’ means the period from 6th April one year to the 5th April the following year.
6.12 New Applications – You may subscribe to an ISA for any tax year for which you are either resident or ordinarily resident in the United Kingdom for tax purposes. You may also subscribe where you perform duties as a Crown employee outside of the UK which are treated as being performed in the United Kingdom or are the spouse or civil partner of such a person. A person with parental responsibility for an eligible child (or, at our discretion the child themselves if aged between 16 and 18) may apply to open a Junior ISA on their behalf and thereby become the registered contact. Once a Junior ISA is open, any person may make subscriptions to the account. If you are applying for an ISA or Junior ISA for the next tax year Jarvis Investment Management shall hold your money in a client bank account until 6th April. No interest is paid on this money. On the first working day of the new tax year we will open your ISA or Junior ISA and make investments in accordance with your
6.13 Investments – You may transfer an existing ISA or Junior ISA to Jarvis Investment Management in cash or stock. Following a transfer, investments will be made when we have received the proceeds from your existing ISA or Junior ISA Manager. Any subsequent payments (which may include outstanding dividends and tax credits) will be held within your account awaiting your instructions. Shard Capital do not offer a Cash ISA.
6.14 Consolidation – All new money invested in the Shard Capital ISA, including transfers, will be held as one account. This means Jarvis Investment Management shall administer all your Stocks & Shares ISAs for different years as one account. This principle also applies to the Shard Capital Junior ISA. You can also elect to consolidate previous ISAs into your Stocks & Shares ISAs so they too can be held, managed and charged as one account. If you do not consolidate previous ISAs, they will be held, administered and charged separately from each other.
6.15 Ownership and Custody – All documents evidencing title to Assets in your account are held by us or as we direct. The title to all investments held in your account will be registered in the name of our nominee the account investments will be, and must remain in your beneficial ownership. You may not use your account as security for a loan. You may dispose of or transfer an interest in any asset only through us and you may not create (or have outstanding) any charge or security on or over any asset.
6.16 Documentation and Voting – For any investment held in your account, we can arrange at your request in writing for you to:
- Receive a copy of the annual report and accounts for each company or other concern in respect of shares, securities or units in which you have invested; and
- Attend meetings of shareholders, securities shareholders, or unit holders and exercise voting rights and receive information sent to such holders in addition to the annual report and accounts
- We do not accept standing instructions in respect of the matters referred to in 6.16 for all investments held in your account. If you wish to exercise your rights referred to in 6.16, in respect of more than one investment held in your account, you must make a written request in respect of each relevant investment.
6.17 Voiding and Repair – We will tell you if a failure to satisfy the provisions of the ISA regulations makes, or will make your ISA void (invalid).
If we receive notification from HMRC to either repair or void your ISA we will tell you as soon as reasonably possible. HMRC will tell us what action to take and we will carry this out if your ISA becomes void
If it is not possible to repair your ISA, your investments will lose their tax exempt status. We will ask for further instructions from you. If we have to take action to repair your ISA or to transfer assets from a void ISA into another account or elsewhere, you must pay us any charges that we incur in doing so.
6.18 Delegation – Subject to the rules and regulations, we may delegate any of our functions or responsibilities under this agreement to any person, provided that before doing so we shall and will continue to satisfy ourselves that such person is competent to carry out those functions and responsibilities.
6.19 Undertakings/Liability/Responsibility – We will invest your money into an ISA or Junior ISA in compliance with the requirements of HM Revenue & Customs. This means we shall provide to HM Revenue & Customs all particulars of your account which they may reasonably request and to exercise the duties and powers conferred to us under the Regulations; these include all claims for repayment of, or credit against, tax in respect of the account as well as providing account management services including record keeping, reporting, dealing, compliance with the Regulations and Rules of HM Revenue & Customs. We may apply any cash and realise investments (forming part of the account) for payment of charges, reimbursement of expenses and payment of any tax in respect of your account that you are bound to pay under the relevant regulations. We shall notify you if by reason of any failure to satisfy the provisions of the relevant HM Revenue & Customs Regulation your account has or will become void for tax purposes.
6.20 Advisory ISA/JISA – Advice given by Shard Capital partners will be determined by the financial situation, investment objectives and investment experience of the underlying client. This advice must be suitable and appropriate for the individual account and Shard Capital Partners systems and controls will ensure that is the case. Investing in Securities is a high risk investment and you may lose your initial investment or it may be worth less than the original amount invested. Once an annual limit of investment has been reached this cannot be replenished if losses occur.
6.21 Rights Issues – You may ask Shard Capital specifically to take up rights attached to your account investments as they arise (we do not accept standing instructions). Where there are insufficient funds within the account to take up the rights issue in full then we will arrange for the maximum amount of rights to taken up from your cash balance, none if necessary.
6.22 Dividends and Income – Where investment income is received net, we reclaim tax where permitted by, and in accordance with, current HMRC regulations. Jarvis Investment Management will reclaim UK tax credits on dividend income, where appropriate, up to the 5th day of each month (unless a gross payment has been received), or the next working day if the 5th day falls on a weekend, and it will receive the tax credit approximately seven weeks after that date.
6.23 Withdrawals, Terminations, Transfers and Death – Upon receipt of your written instruction (and within the time frame specified by you – which may not be less than 30 days) all (or part) of your account shall be transferred to another ISA or Junior ISA Manager.
Generally we will complete your instructions within 30 days, occasionally it may take longer to complete due to factors beyond our control. Transfers will take place in the form of cash. Transfers as stock are also permitted. Shard Capital’s fee for transferring as stock is £10 per holding. For withdrawals, once we are in receipt of an instruction from an investor and within the time stipulated by the investor, all or part of the investments held in an ISA and proceeds arising from those investments shall be transferred or paid to the investor.
JISA Withdrawals (either capital or income) from a Junior ISA are not permitted prior to the child’s 18th birthday, except in the event of terminal illness or death. In the event of terminal illness the registered contact may make a claim to HMRC to be allowed to access the funds in the child’s Junior ISA. HMRC will issue a letter of acceptance which must be handed to us. Should the child die before they reach 18 the Junior ISA will close and the investments will become part of the child’s estate.
6.24 Junior ISA holder reaching adulthood – On the Junior ISA holder’s 18th birthday the account will become an ISA. All correspondence from this point will be addressed to the account holder, and they will have full authority to place investment instructions and make withdrawals.
7. Risk Warnings – Securities Subject to Stabilisation
7.1 This statement complies with FCA rules. Shard Capital may from time to time carry out transactions in securities on your behalf, where the price may have been influenced by measures taken to stabilise it. You should read the following explanation carefully.
7.2 Stabilisation enables the market price of a security to be maintained artificially during the period when a new issue of securities is sold to the public. Stabilisation may affect not only the price of the new issue but also the price of other securities relating to it. The FCA allows stabilisation in order to help counter the fact that, when a new issue comes onto the market for the first time, the price can sometimes drop for a time before buyers are found. Stabilisation will be carried out by a ‘stabilisation manager’ (normally the firm responsible for bringing a new issue to the market). As long as the stabilisation manager follows a strict set of rules, he is entitled to buy back securities that were previously sold to investors or allotted to institutions, which have decided not to keep them. The effect of this may be to keep the price at a higher level than it would otherwise be during the period of stabilisation.
7.3 The Stabilisation Rules limit the period when a stabilising manager may subsidise a new issue; fix the price at which he may stabilise (in the case of shares and warrants but not bonds); and require him to disclose that he may be stabilising but not that he is actually doing so. The fact that a new issue or a related security is being stabilised should not be taken as an indication of the level of interest from investors, nor of the price at which they are prepared to buy the securities.
8. Charges and Payments for Transactions
8.1 Our charges will be in accordance with our published rates in effect at the time the charges are incurred. There may be other charges for each contract to cover settlement/compliance costs. A copy of our published rates has been notified to you at or before the time the charge is incurred. You agree that we can deduct these charges from your account with us. The equity charges can be found at http://www.shardcapital.com/scsb-charges/
8.2 In addition to our charges you will be responsible for payment of; any stamp and other duties, taxes of whatsoever nature, impositions and fiscal charges (in each case wherever in the world imposed), brokerage clearing and settlement fees, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us on your behalf: and if any applicable value added tax or similar charge.
8.3 We may impose certain additional charges as set out in our published rates which you shall be liable for in the event that you fail to comply with your obligations under these Terms. In particular, if you default in paying any amount when due, interest will be payable by you at the rate specified in our published rates, and in addition you will be charged for each letter concerning your breach of your obligations.
8.4 If we should enter into a transaction on your behalf using the London Stock Exchange SETS trading system or any other trading system which imposes any liability on us (in whatever capacity) we reserve the right to make additional charges to reflect the additional risk we are incurring including (without limitation) a mark-up or mark-down on the price of the investment concerned (that is at a premium or discount to the amount at which we will actually purchase or sell the investment concerned). Should we do so you will be notified at the time and details of any additional charges will be shown on the contract note issued to you.
8.5 In addition to paying any commission and charges due to us you will reimburse us for any costs and expenses which we may incur which are directly attributable to you. These charges may include (without limitation) the costs of providing information to third parties (such as your accountants or auditors), valuations, or our involvement in legal proceedings brought against you.
9. Your Assets
9.1 Client Money will be held on your behalf by our custodian and will be dealt with in accordance with the FCA (client money) rules, which requires them to hold your money in a separate bank account with an approved bank. Your money could be held by the approved bank with other clients’ money in a pooled client account. This means that client money is held as part of a common pool of money, so you do not have a claim against a specific sum in a specific account; your claim is against the client money pool in general.
9.2 You agree that where we hold money on your behalf, we may hold your money at any approved bank or pass your money to an intermediate broker, settlement agent, custodian or counterparty outside the UK. In such circumstances, the legal and regulatory regime applying to the bank, broker, agent or counterparty with which your money is held will be different from that of the UK and in the event of a default of the bank, broker, agent or counterparty your money may be treated differently from the position which would apply if the money was in the UK.
9.3 We will exercise due skill, care and diligence in the selection, appointment and periodic review of any custodian or bank (other than a central bank) where your money is deposited and for the arrangements for holding your money but we shall not be responsible for any acts, omissions or default of the bank.
We may use a commercial settlement system to settle trades on your account and in such instances there is a period of time known as the Delivery versus Payment (DVP) window. During the DVP window, we may not treat your assets as client assets or your money as client money. The following provisions for the treatment of your cash and assets will apply:
- For a purchase on your account, the DVP window starts from the date on which you fulfil your payment obligation to us. The DVP window will then close on the earlier of the date on which the DVP transaction settles or the third business day following the date on which you fulfil your payment obligation to us. If you have fulfilled your payment obligation and delivery of the asset has not occurred by close of business on the third business day following fulfilment of your payment obligation, we will treat your money as client money until such time as the asset is delivered to you.
- For a sale on your account, the DVP window starts from the date you fulfil your delivery obligation to us. The DVP window will then close on the earlier of the date on which the DVP transaction settles or the third business day following the date you fulfil your delivery obligations to us. Where payment has not occurred by close of the third business day following the date on which you complete your delivery obligation to us, we will treat your asset as a client asset until such time as we make payment to you.
You should be aware that the protections offered under FCA client money and client asset rules only apply when such money or assets are treated as client money or client assets as defined in the FCA handbook.
9.4 Any client money or clients assets due to you which are unclaimed by you on an account which has not been active for six years (client money) or 12 years (client assets) will cease to be client money or client assets. After which we may pay or transfer client money, assets or the liquidations proceeds away to a registered charity. We will attempt to contact you at least three times should we intend to exercise these rights and we undertake to make good any valid claim that may be subsequently made against any assets we have liquidated in this way.
9.5 No interest will be accrued, or payable, to you on client money balances.
9.6 Where our service involves safekeeping your Assets, dealing with any cash or otherwise administering your Assets or Accounts, we will keep records to show that your Assets are held on your behalf and do not belong to us.
9.7 In providing this service, you authorise us, where we reasonably consider it appropriate, to employ agents and subcustodians to perform any aspects of the custody service and authorise them to do the same. We will follow any applicable Regulatory Requirements. In such scenarios, we will use reasonable skill and care in selecting, using and monitoring the delegate but are not liable for their acts or omissions, insolvency or dissolution.
9.8 Your Assets will be registered in the name of a nominee or a subcustodian where: (a) it is possible; and (b) we consider it appropriate; and (c) Regulatory Requirements allow it. Registration in the name of a nominee or subcustodian may mean you lose incentives and shareholder benefits attaching to the Assets. Such nominee or custodian may be located in or outside the jurisdiction in which we provide services to you.
9.9 Where your Assets are held by a nominee or sub- custodian, we cannot ensure that you would not lose any Assets if the entity fails. In order to show that the Assets are not available to the entity’s creditors, we will take reasonable steps to ensure that their records show that the Assets are held for you and that they do not belong to us or the nominee or sub-custodian.
9.10 In some jurisdictions, local law might not allow your Assets to be separately identifiable from our assets or those of the nominee or sub-custodian. You might be at greater risk of loss if the nominee or sub- custodian.
9.11 We or our sub-custodian will hold any physical documents of title (including bearer stocks).
9.12 You authorise us and our sub-custodian to hold or transfer assets (or entitlements to them) to securities depositaries, clearing or settlement systems, account controllers or other participants in the relevant systems in the course of providing the services. This applies to assets that are un- certificated or transferable by book entry transfer. These assets or entitlements will be separately identifiable from any assets or entitlements held in the same system for our account.
9.13 Unless in settlement of an invoice for fees, all cheques should be made payable to Shard Capital’s client account.
9.14 We will send you a statement about your funds and investments at least twice a year or annually if you have advised us of this in writing. This will be based upon the mid-price of the investments held at the specified date. If your investments include transactions with a contingent liability, you will be provided with a monthly statement and where these investments are held by our custodian, the statement will be provided by our custodian. You may obtain an up to date statement at any time, which will be chargeable.
9.15 We shall be entitled at any time with or without notice to you to debit your account for any amounts due to us. We will be entitled to set off any amount due to you against any amount due to us, paying you or you paying us the resultant net balance
10.1 You agree to check all the documentation that we send to you in relation to your instructions. If there are any errors, you must let us know immediately. If we notice that there is an error in the documentation that we have sent to you in relation to your instructions, we will re-issue correct documentation immediately. You agree to return the original incorrect documentation to us and to repay any overpayments.
10.2 If you fail to comply with 10.1 you may be committing a criminal offence. We will charge you interest on the overpayment and we will have the right to purchase replacement investments. You will pay for the investments and any costs.
10.3 If we are negligent and we fail to accurately carry out your instruction, we will ask you to choose one of the following options in 10.4 or 10.5 (as appropriate).
10.4 Instructions to buy an investment. We will either:-
- buy investments to put you in the position that you would have been in if we had carried out your instructions correctly; or
- pay you the difference between the price that should have been paid for the investment and the price that you actually paid.
10.5 Instruction to sell an investment. We will: (a) pay you the difference between the price that you obtained on the sale and the price that you should have obtained if we had carried out your instruction correctly.
10.6 You must take all reasonable steps to ensure the security of your account. We are not responsible for your acts or omissions, including losses arising from fraud, wilful neglect or negligence.
10.7 We cannot sell investments for you unless you have the right to sell them. In giving us an instruction to sell an investment you are confirming that you own or have the right to sell that investment.
10.8 We may rely on and treat as binding any instruction, which we have accepted in good faith, and which we believe to be from you or someone entitled to instruct us on your behalf.
10.9 We may accept instructions from you verbally or in writing. However, we may, entirely at our discretion, require any instructions given verbally to be confirmed in writing. In the case of a joint account we shall require only one of the account holders’ instructions prior to proceeding.
10.10 We may entirely at our own discretion accept limit orders from you. We may accept such orders on a ‘fill or kill’ basis or a ‘good for the day’ basis. We will use our reasonable endeavours to execute such orders; however, we do not guarantee that they will be executed even if the relevant price is met.
10.11 We may acknowledge your instructions verbally or in writing (i.e. by post or email). Instructions may only be given during applicable market hours on Business Days. Any validly-submitted instructions received by us outside these hours will be processed on the following Business Day.
10.12 We will assume you have received a communication from us 2 days after we post it to you by 1st class post, 5 days after we post it to by 2nd class post, immediately if sent by fax or when it is received by your internet service provider if sent to you by email.
10.13 For Execution-Only orders, Shard Capital will not advise on the merits of nor assess suitability of any transaction proposed via instructions received from you. You accept that Shard Capital will not have any responsibility for the consequences of you entering into any such transaction and that any instructions should be directed in the first instance to Shard
10.14 Shard Capital reserves the right at any time to:
- refuse any instructions;
- limit the size or value of any instruction;
- impose any/or vary any dealing limit; and/or
- seek additional clarification or verification of instructions where we believe these are unclear. In particular, where investments are held in the name of another person, we may not act on your instructions until we have received satisfactory proof of your authority to deal for that other person.
10.15 You must send us any dividends or other benefits which you receive but are not entitled to immediately, we will then send them to the person who is entitled to
10.16 You will not be held responsible for deals placed using your account code if they have been placed after you have notified us of the loss, unauthorised use or disclosure of your details. Such notification needs to be in
10.17 You agree to let us know immediately if you;
- lose or disclose your account code, or if it is stolen or if you find out that someone has used your account code without permission;
- do not receive confirmation by post that we have carried out your dealing instructions within three business days of you placing them;
- receive confirmation of a deal which you did not place.
11.1 Shard Capital will make available to the Client a Settlement/Trade Confirmation in respect of any transaction or contract entered into by Shard Capital with or for the Client and in respect of any open position closed by Shard Capital for the Client. Settlement/Trade Confirmations will normally be issued following the execution of the transaction.
11.2 An Account Summary and Account Statement are available to the Client through the Account Portal. The Account Statement will normally be updated every Business Day. By accepting the terms the Client agrees not to receive any Account Statements or Account Summaries in printed form from Shard Capital other than upon specific request. Where access to the Account Portal is not available to Clients, statements will be provided to Clients at least annually (or for Retail Clients, at least six monthly).
11.3 Any notice or other communication to be provided by Shard Capital under the Terms, including Account Statements, may be sent by Shard Capital at its option to Client in electronic form by email or by display on the Client’s account summary on the Account Portal. The Client is obliged to provide Shard Capital with an email address for this purpose. An email message is considered received by the Client when sent from Shard Capital. Shard Capital is not responsible for any delay, alteration, redirection or any other modification the message may undergo after transmission from Shard Capital. A message on the Client’s account on the Account Portal is considered received by the Client when Shard Capital has placed the message on the Account Portal. It is the responsibility of the Client to ensure that the Client’s software and hardware setup does not stand in the way of the Client receiving emails or get access to the Account Portal from Shard Capital.
12.1 Whenever we execute your order we will confirm the transaction by sending you a contract note in accordance with the FCA Rules showing amounts due to you or from you on the stated given settlement date and giving other essential details of the transaction.
12.2 In every case you are obliged to make available cleared funds to settle purchases on or before the settlement date, or if you are selling investments, to deliver to us the investments being sold at least two business days prior to the settlement date. Failure to fulfil your obligation may result in further charges as detailed in our published rates, and/or sale of securities held by you with us to cover costs and/or the purchase at your cost of stock to fill delivery.
12.3 All transactions are undertaken with the object of actual settlement. We reserve the right not to settle transactions or accounts with you unless and until we have received all necessary documents or money.
12.4 Please note that should you fail to comply with your settlement obligations we may exercise all or any of the rights we reserve to apply the additional charges referred to in 8.3 above.
12.5 Any documents of title shall be dispatched to you by first class post or courier and to the latest address notified to us by you and at your sole risk. We shall have no responsibility for any failure in delivery to you on the part of the postal system. If within 28 days of the settlement date of your bargain you do not receive a certificate for a purchase and/or a balance certificate in respect of a sale you must telephone us immediately. We will accept no responsibility for any non-delivery outside this deadline where our records show the certificate has been dispatched.
13. Data Protection and Disclosure of Information
13.1 For the purpose of data protection legislation, as amended from time to time, you agree that our associates and Shard Capital may process personal data relating to you (using computer systems or otherwise) in carrying out our duties under these Terms.
13.2 We have certain responsibilities under FCA rules to verify the identity of clients and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and you consent to us passing on such information, as we consider necessary to comply with any reporting requirements.
13.3 You agree that Shard Capital, and our associates, may hold all the information you provide on computer for administration, marketing and risk assessment purposes. We will also disclose your personal information to Shard Capital for the purposes of providing our services to you. We may also disclose your personal information to third party credit reference agencies in order to search their files. Such credit reference agencies will record the search. By signing the Client Information Form, you consent to your personal information being used in this manner. If you do not wish your information to be used for marketing purposes, please inform us accordingly.
13.4 We may use, store or otherwise process personal information provided by you to us in connection with the provision of the services for the purposes of providing the services, administering your account or for purposes ancillary thereto, including, without limitation, for the purpose of credit enquiries or assessments.
13.5 The information we hold about you is confidential and will not be used for any purpose except as stated in these Terms. Information of a confidential nature will be treated as such provided that such information is not already in the public domain.
13.6 Information of a confidential nature may be used in the following circumstances:
- where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us (or any associate);
- to investigate or prevent fraud or other illegal activity;
- to any third party in connection with the provision of services to you by us;
- for purposes ancillary to the provision of services or the administration of your account, including, without limitation, for the purpose of credit enquiries or assessments;
- if it is the public interest to disclose such information; or
- at your request or with your consent.
13.7 By signing these Terms, you will be consenting to the transmittal of your data outside of the EU/EEA for the purposes outlined in 12.5
13.8 In accordance with the Record Retention Statement below, you will not be at liberty to request the destruction or deletion of any record pertaining to yourself unless we are required to do so by force of law or other regulatory requirement. Under the Data Protection Act 1998 (the Act) and in order to facilitate our communications with you and our running of your affairs, you consent to our recording relevant personal information on our firm’s computer system and when necessary disclosing such information to third parties in carrying out your instructions. We will supply to you at your request, on payment of a fee, a copy of the data relating to you and will provide you with a description of the data and the purposes for which it is processed, and with details of the source of the data and any potential recipients of the data. In the first instance, you should direct any such request to us. You should let us know if you think any information we hold about you is inaccurate, so that we may correct it.
13.9 We may contact you about our products and services which we believe may interest you, unless you inform us otherwise in writing.
13.10 You agree we may record all telephone calls without your specific consent. These recordings shall remain our sole property and you agree that they will be conclusive in the case of any dispute that may occur.
13.11 In accordance with the legal and regulatory requirements, we will retain your records, for a minimum period of six years following the termination of any relationship between us. This period may be extended by force of law, regulatory requirement or agreement amongst us.
14. Complaints and Compensation
All complaints should be directed in the first instance to the company Compliance Officer at the following address:
Shard Capital Partners LLP 23rd Floor
20 Fenchurch Street London
We will endeavour to resolve your complaint as quickly as possible, but in any event will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our internal complaints handling procedure. Upon resolution of your complaint, we will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If, for any reason, you are dissatisfied with our final response, please note that you are entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided in our final response.
We participate in the Financial Services Compensation Scheme and will provide you with details of the cover and protection that the scheme provides you with upon request. Further information is also available from the FCA.
Treating Customers Fairly Principles
15.1 Strategy and Behaviours
- Treating Customers Fairly (“TCF”) is implicit to Shard Capital’s ethos of providing exceptional service. This method of transacting business is core to our culture and the way that our people behave and do business.
- In setting our commercial objectives we will fully take account of our principals of TCF.
15.2 Product & Service Design We will develop and market products and services based on a clear understanding of the requirements of our Clients. We will monitor market changes and we will respond accordingly to ensure the continued appropriateness and suitability of our products and services. We will take reasonable steps to assess whether any products or services are suitable for you based on information provided by you on your investment objectives, your financial status, ability to suffer financial loss and your knowledge, understanding and experience in the relevant investment field.
15.3 Customer Communication
- We will provide information to customers about the benefits, risks and costs associated with our products and services to help them understand what they can reasonably expect.
- We will provide appropriate information in a way that aims to be clear, fair and not misleading.
- We will pay due regard to our customers’ information needs in a timely way.
15.4 Customer Expectations
- We will honour the promises we have made to our customers.
- We will identify common underlying causes of complaints and take actions to eliminate the root causes.
- We will communicate our TCF principals to our Intermediaries so that they can take them into account in considering the practices they adopt in their dealings with customers.
- We will provide our intermediaries with appropriate information on our products and services in order that they may advise their customers appropriately. For further information about Shard Capital’s TCF principles, initiatives or further support please contact your Shard Capital adviser.
We reserve the right to alter these Terms at any time. Alterations may be made to make it fairer to you, more easily understandable, correct a mistake, cover a development in the service, reflect a change in market conditions or practice, reflect a change in the law or regulation or any code or application of practice, reflect a change in technology, cover a development or change on our service or facilities, ensure good management or competitiveness of our business or for any other reason that we may deem to be valid. You are deemed to have consented to any alteration that may be effected to these Terms if we do not receive notification otherwise from you, in writing, within the time that the changes were notified to you and their coming into effect.
17. Limitation of Liability
Unless caused by our fraud, wilful default or negligence, we will not be liable to you for any loss suffered by you in connection with these Terms; this includes any loss of profits, indirect, consequential or incidental damages, liabilities, claims, losses, awards, proceedings and costs.
17.1 We will not have any liability to you in the event that we do not act on your instructions or are unable to provide any service under these Terms as a result of some factor that is beyond our reasonable control (for example, act of God, failure of computer or related systems, failure of market systems or failure of any third party to provide any service to which these Terms relates).
17.2 Shard Capital shall not be liable for any loss arising other than as a result of its own negligence or wilful default or contravention of FCA rules and, in any event, will not be liable for any indirect or consequential loss (including loss of profit).
17.3 Shard Capital shall have no liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Shard Capital, including, without limitation, any failure of communication or computer systems or equipment or the suspension of trading by any exchange or clearing house.
Nothing in these Terms is intended to have the effect of excluding any liability to you, which by law or FCA rules cannot be excluded.
17.4 In the absence of instructions from you, Shard Capital reserve the right to take any action, they consider is appropriate to protect their interests. If they do so we reserve the right to pass onto you any cost, loss and expenses that may be incurred in their doing so.
18.1 You agree to indemnify Shard Capital, against any liability or expense which may be incurred in the proper exercise of our powers and duties.
18.2 You agree that the only duties or obligations we owe you are those set out expressly in these Terms and that we do not owe you any other or further duties or obligations (whether arising from the fact that we are acting as your fiduciary or otherwise).
18.3 Nothing in these Terms excludes or restricts any obligation we have to you under the FCA Rules, the Financial Services and Markets Act 2000 or requires you to exempt or indemnify us against any breach by us of any such obligation.
18.4 Under no circumstances whatsoever shall we be responsible or liable for any claim, loss, damage, expense, or cost howsoever suffered arising in consequence of any breach, failure to perform or delay in performing any of our obligations to you arising from;
- any matter outside our control:
- any breakdown in communications whether between us and you or between us and any exchange or any intermediate broker or other third party through whom we are dealing on your behalf or the failure or defective operation of any computer system; and
- anything done or omitted to be done by us or the performance or the failure or delay in performance of any of our obligations arising from the absence or inaccuracy of any information provided to us by you or on your behalf or any exchange or any intermediate broker or other third party through whom we are dealing on your behalf.
18.5 Under no circumstances will we be responsible or liable for any consequential loss including but not limited to any loss of business opportunity arising directly or indirectly out of or in consequence of anything done or omitted to be done by us or the breach by us of any obligation due to you. Nor shall we be responsible or liable for the tax consequences of any transaction which we may effect for
19.1 Either party may terminate this Agreement at any time by giving the other notice in writing, which will be effective immediately.
19.2 Any termination is subject to the settlement of any outstanding transactions and the payment of any charges and other amounts due (which become due and payable immediately). If you request us to re- register or transfer your securities, you will be liable to a fee to cover the cost. If you decide to transfer management of your positions or alter the Power of Attorney which permits Shard Capital to operate your account, an administration fee equal to 1% of the overall value of the positions held in your account will be deducted at the time of such transfer. This charge will be deducted to cover all costs associated with re-registrations or transfers.
19.3 If you want to close your account and terminate this agreement, you must send us written and signed notification of that. Your account will not be closed merely because there is a nil balance or you have sold all of your investments. If charges accrue on the deposit accounts, you will still be liable for them and we retain the right to debit your deposit account in the usual way.
19.4 We reserve the right to regard an account as dormant and therefore eligible for termination of this agreement if your account fits our dormancy criteria. Please contact us if you require further details of what this means.
19.5 If we exercise our right to end or suspend your use of the service we will not be liable for any losses, which may be suffered by you due to a decrease in the value of your investments between the date you purchased, and the date we sold them.
19.6 In the case of an individual, this Agreement will terminate automatically when we receive notification of your death.
19.7 The agreement will automatically terminate in the event of Shard Capital or its agents entering into insolvency, being convicted of criminal activity or being in material breach of its fiscal responsibilities.
A statement here with regards that Shard Capital do not offer tax advice and accepts no liability for tax consequences of advice provided to you. Shard Capital will not provide or be responsible for the provision of any tax or legal advice. Shard Capital may recommend shares in Companies that are EIS (Enterprise Investment Schemes) qualifying. It is your sole responsibility to seek appropriate taxation and legal advice.
21. Rights of lien and set off, power to sell and make repurchase
21.1 In the event that we do not receive settlement money on or before the date they are due, we may:
- Sell any securities purchased or cancel any transactions made on your behalf. You agree to indemnify and keep us indemnified for any losses or expenses arising out of or in connection with such action;
- Charge interest on any money due to us at the rate of 2.5% per annum above LIBOR during the period of default (before and after judgement). Interest will cease to be charged upon receipt of money due.
We agree to provide three (3) days’ notice that interest will be charged.
21.2 In the event that we do not (or the relevant custodian does not) have possession of all necessary investments for delivery under the transaction, we may, at our discretion, buy any investment or other property where this is, or is in our reasonable opinion likely to be, necessary in order to settle the transaction. You shall reimburse Shard Capital for the full amount of the purchase price plus all associated costs and expenses.
22.1 No failure or delay by either of us in exercising any right, power or privilege in these Terms shall operate as a waiver thereof nor shall any single or partial exercise by us of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
22.2 The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
22.3 You consent to our assigning, or transferring responsibility for the performance of any of our obligations in these Terms and the rights or benefits hereunder to such transferee as we may determine, provided such transferee shall (if required) be permitted to carry on the same business as us.
22.4 We may also appoint sub-contractors, agents or other parties and otherwise delegate such obligations and functions as we shall be required to perform in accordance with these Terms, as we shall in our absolute discretion
22.5 Your rights under the Terms are personal to you and are not capable of assignation, your obligations under the Terms may not, without our prior written agreement, be performed by anybody
22.6 To avoid any misunderstanding;
- in the event of there being any inconsistency between any of these Terms and any relevant rule of the FCA or any exchange or market (including any associated clearing house or clearance system) the relevant rule will take precedence;
- in these Terms any reference to any statute, subordinate legislation (including without limitation the FCA rules or rules of any exchange or clearing house shall be to such statute, subordinate legislation or rules as amended or extended from time to time.
22.7 In the event that any provision or any part of any provision of these Terms is held to be unenforceable or illegal, in whole or in part, such provision or part shall to that extent be deemed not to form part of these Terms but the enforceability of the remainder shall remain unaffected.
22.8 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and only the parties to it may enforce and benefit from these terms.
22.9 We may amend, suspend and/or terminate any or all of the Services at any time. Where reasonably practicable we will give advance notice of this but this may not always be possible and/or practical for business reasons.
22.10 We may employ agents selected by us on any terms which we think appropriate.
23. Entire Agreement
These Terms are subject to English Law and you agree to submit to the exclusive jurisdiction of the English courts in the case of any dispute regarding them. All communication between us in connection with this agreement, either oral or written, will be in the English language. These Terms sets out all of the Terms of Business relating to our provision of these services to you subject to any subsequent amendments that may be notified. You agree that if any part of this agreement is found to be invalid or unenforceable by any court, this will not affect the rest of the agreement, which will remain in full force and effect.
ShardGO Terms & Conditions of Business
- DEFINITIONS – INTERPRETATION OF TERMS
1.1 In these General Business Terms (hereinafter the “Terms”) the following terms shall, unless the context otherwise pledges, have the following meanings and may be used in the singular or plural as appropriate:
- “Account” shall mean a transaction account of the Client at Shard Capital Stockbrokers.
- “Account Statement” shall mean a periodic statement of the transactions credited or debited to an Account.
- “Account Summary” shall mean a statement of the Clients securities portfolio, open position’s, margin requirements, cash deposit etc. at a specific point in time.
- “Agent” shall mean an individual person or legal entity undertaking a transaction on behalf of another individual person or legal entity but in his/its own name.
- “API” shall mean Application Programming Interface for the use of alternative trading interfaces or platforms.
- “Authorised Person” shall mean a person authorised by the Client to give instructions.
- “Best Execution Policy” shall mean Shard Capital Stockbroker’s prevailing policy used when executing client orders.
- “Business Day” shall mean any day on which banks are open for business in England.
- “CFD Contract” or “CFD” shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index.
- “Client” shall mean the individual person, legal entity or firm being a customer of Shard Capital Stockbrokers;
- “Client Classification” shall mean Shard Capital Stockbroker’s overall, product, or transaction specific classification of Clients.
- “Commercial use” shall mean any use of the Trading Platform by Clients which are legal entities or firms;
- “Commissions, Charges & Margin Schedule” shall mean the schedule of commissions, charges, margin, interest and other rates which at any time may be applicable to the Services as determined by Shard Capital Stockbrokers on a current basis.
- “Contract” shall mean any contract, whether oral or written, for the purchase or sale of any commodity, security, currency or other financial instrument or property, including any derivatives such as an option, a future, a CFD or other transaction relating thereto, entered into by Shard Capital Stockbrokers with the Client.
- “Contract Option” shall mean a contract between Shard Capital Stockbrokers and a Client the terms of which correspond in all respects to the terms of an option, which is quoted, listed or ordinarily purchased or sold on and cleared through a regulated market place or another market.
- “Counterparties” shall mean banks and/or brokers through whom Shard Capital Stockbrokers may cover its Contracts with Clients or with whom Shard Capital Stockbrokers otherwise deals in relation to Clients’ transactions.
- “Durable Medium” means any instrument which enables the Client to store information in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the un-changed reproduction of the information stored.
- “FIFO” is an abbreviation of “First in – First Out” and refers to the fact that in case one or more Contracts with the same characteristics shall be closed, Shard Capital Stockbrokers will as a point of departure close the older Contract first.
- “Inside Information” shall mean non-published information which is likely to have a noticeable effect on the pricing of a Contract if it was made public.
- “Margin Trade” shall mean a Contract opened and maintained based on a margin deposit as opposed to a Contract based on a purchase price.
- “Market Maker” shall mean a professional participant in the financial markets who continuously offers purchase and sale prices for a financial instrument in order to buy and sell respectively in the event of interested Clients.
- “Market Rules” shall mean the rules, regulations, customs and practices from time to time of any exchange, clearing house or other organisation or market involved in, or otherwise relevant to, the conclusion, execution, terms or settlement of a transaction or Contract and any exercise by any such ex-change, clearing house or other organisation or market of any power or authority conferred on it.
- “Private use” shall mean any use of the Trading Platform by Clients that are physical persons.
- “Security” shall mean any securities or other assets deposited with Shard Capital Stockbrokers by the Client.
- “Services” shall mean the services to be provided by Shard Capital Stockbrokers subject to the Terms.
- “Settlement/Trade Confirmation” shall mean a notification from Shard Capital Stockbrokers to the Client confirming the Client’s entry into a Contract.
- “Terms” shall mean these General Business Terms governing the Client relationship between the Client and Shard Capital Stockbrokers.
- “Trading Platform” shall mean any online trading platform made available by Shard Capital Stockbrokers under the Terms.
In the Terms references to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
- RISK ACKNOWLEDGEMENT
2.1 The Client acknowledges, recognises and understands that trading and investments in leveraged as well as non-leveraged Contracts is:i) highly speculative;ii) may involve an extreme degree of risk; andiii) is appropriate only for persons who, if they trade on margin, can assume risk of loss in excess of their margin deposit.
2.2 The Client acknowledges, recognizes and understands that:i) because of the low margin normally required in Margin Trades, price changes in the underlying asset may result in significant losses, which losses may substantially exceed the Client’s investment and margin deposit;ii) when the Client directs Shard Capital Stockbrokers to enter into any transaction, any profit or loss arising as a result of a fluctuation in the value of the asset or the underlying asset will be entirely for the Client’s account and risk;iii) the Client warrants that the Client is willing and able, financially and otherwise, to assume the risk of trading in speculative investments;iv) the Client agrees not to hold Shard Capital Stockbrokers responsible for losses incurred as a consequence of Shard Capital Stockbrokers carrying the Client’s account and following its recommendations or suggestions or those of its employees, associates or representatives, unless Shard Capital Stockbrokers has exercised gross negligence in connection herewith;v) the Client is aware of the fact that unless it is otherwise specifically agreed, Shard Capital Stockbrokers shall not conduct any continuous monitoring of the transactions already entered into by the Client neither individually nor manually. Hence, Shard Capital Stockbrokers cannot be held responsible for the transactions developing differently from what the Client might have presupposed and/or to the disadvantage of the Client;
- vi) the Client accepts that guarantees of profit or freedom from loss are impossible in investment trading; andvii) the Client accepts that the Client has received no such guarantees or similar representations from Shard Capital Stockbrokers, or representatives.
Subject to the Client fulfilling its obligations under the Terms, Shard Capital Stockbrokers may enter into transactions with the Client in the following investments and instruments:
- i) Futures, and CFDs on commodities, securities, interest rate and debt instruments, stock or other indices, currencies and base and precious metals;ii) Spot and forward bullion, currencies, and OTC derivatives;iii) Securities, including shares, bonds, and other debt instruments, including government and public issues;iv) Options and warrants to acquire or dispose of any of the instruments above, including options and Contract Options;v) Managed assets whether as OTC or stock exchange traded instruments; andvi) Such other investments as Shard Capital Stockbrokers may from time to time agree.
4 The Services provided by Shard Capital Stockbrokers may involve:
- i) Margined transactions;ii) Short sales (i.e. sales where one party to the Contract is obliged to deliver an asset which it does not possess); oriii) Transactions in instruments which are: traded on exchanges which are not recognized or designated investment exchanges; and/or not traded on any stock or investment ex-change; and/or not immediately and readily realisable.
4.1 Orders may be placed as market orders to buy or sell as soon as possible at the price obtainable in the market, or on selected products as limit and stop orders to trade when the price reaches a pre-defined level. Limit orders to buy and stop orders to sell must be placed below the current market price, and limit orders to sell and stop orders to buy must be placed above the current market price. If the bid price for sell orders or ask price for buy orders is reached, the order will be filled as soon as possible at the price obtainable in the market. Limit and stop orders are executed consistent with “Shard Capital Stockbroker’s Best Execution Policy” and are not guaranteed executable at the specified price or amount, unless explicitly stated by Shard Capital Stockbrokers for the specific order.
4.2 In relation to any transaction or Contract, Shard Capital Stockbrokers will effect such transaction or Contract as Principal unless it is specifically agreed that Shard Capital Stockbrokers shall act as Agent for the Client.
4.3 The Client shall, unless otherwise agreed in writing, relative to Shard Capital Stockbrokers enter into Contracts as Principal. If the Client acts as Agent, regardless of whether the Client identifies the Principal to Shard Capital Stockbrokers, Shard Capital Stockbrokers shall not be obliged to accept the said Principal as a client, and consequently Shard Capital Stockbrokers shall be entitled to consider the Client as Principal in relation to the Contract.
4.4 In the event Shard Capital Stockbrokers provides advice, information or recommendations to the Client Shard Capital Stockbrokers shall not be responsible for the profitability of such advice, information or recommendation and the Client acknowledges, recognizes and understands that:i) All transactions in exchange-traded investments and many Contracts will be effected subject to, and in accordance with, Market Rules;ii) Market Rules usually contain far-reaching powers in an emergency or otherwise undesirable situation;iii) If any exchange or clearing house takes any action which affects a transaction or Contract, directly or indirectly, including any Contract Option, then Shard Capital Stockbrokers is entitled to take any action relevant to the situation and reasonable to the parties in the interests of the Client and/or Shard Capital Stockbrokers;iv) Shard Capital Stockbrokers shall not be liable for any loss suffered by the Client as a result of the acts or omissions of any exchange or clearing house or any action reasonably taken by Shard Capital Stockbrokers as a result of such acts or omissions unless Shard Capital Stockbrokers has exercised gross negligence in connection hereby;v) Where any transaction is effected by Shard Capital Stockbrokers as Agent for the Client, delivery or payment (as appropriate) by the other party to the transaction shall be at the Client’s entire risk;vi) Shard Capital Stockbroker’s obligation to deliver investments to the Client or to account to the Client or any other person on the Client’s behalf for the proceeds of sale of investments shall be conditional upon receipt by Shard Capital Stockbrokers of deliverable documents or sale proceeds (as appropriate) from the other party or parties to the transaction;vii) Shard Capital Stockbrokers may in whole or in part, on a permanent or temporary basis withdraw any account facility provided by Shard Capital Stockbrokers to the Client. Situations where Shard Capital Stockbrokers may take such action include situations where: i) Shard Capital Stockbrokers considers that the Client may be in possession of Inside Information;ii) Shard Capital Stockbrokers considers that there are abnormal trading conditions; or iii) Shard Capital Stockbrokers is unable to calculate prices in the relevant Contract due to the unavailability of the relevant market information.
Shard Capital Stockbrokers informs the Client of the withdrawal and the reasons for it, where possible, before the withdrawal and if this is not possible immediately thereafter, unless giving such information would compromise objectively justified security reasons.
4.5 Shard Capital Stockbrokers shall not provide any advice to the Client on any tax issues related to any Services. The Client is advised to obtain individual in-dependent counsel from its financial advisor, auditor or legal counsel with respect to tax implications of the respective Services.
4.6 Notwithstanding any other provision of the Terms, in providing its Services, Shard Capital Stockbrokers shall be entitled to take any action considered necessary and reasonable to ensure compliance with the Market Rules and all other applicable laws and regulatory decisions.
- DEALINGS BETWEEN SHARD CAPITAL STOCKBROKERS AND THE CLIENT
5.1 The Client may provide Shard Capital Stockbrokers with oral or written instructions (which shall include instructions provided via the internet or by e-mail as described below). Shard Capital Stockbrokers shall acknowledge the reception of the instructions orally or in writing, as appropriate.
5.2 The Client shall inform Shard Capital Stockbrokers in writing of the persons the Client has granted a Power of Attorney to instruct Shard Capital Stockbrokers on behalf of the Client. For practical reasons, Shard Capital Stockbrokers can only undertake to register one Power of Attorney for the Client. If the Client at any time wishes to revoke such a Power of Attorney, to change the extent of the Power of Attorney, or grant Power of Attorney to a different person this shall also be informed to Shard Capital Stockbrokers in writing. Shard Capital Stockbrokers is in accordance with general rules regarding Power of Attorneys entitled to receive instructions from any person authorised by the Client as well as persons who appear authorised.
5.3 In addition to the terms listed on Shard Capital Stockbroker’s the following terms apply to Contracts executed on the internet:i) Shard Capital Stockbrokers shall not undertake the risk towards Clients for any loss, expense, cost or liability suffered or incurred by the Client due to failure of the system, transmission failure or delays or similar technical errors unless Shard Capital Stockbrokers has exercised gross negligence in connection herewith.ii) Shard Capital Stockbrokers may offer real-time tradable prices to the Client. Due to delayed transmission between the Client and Shard Capital Stockbrokers the price offered by Shard Capital Stockbrokers may have changed before an order from the Client is received by Shard Capital Stockbrokers. If automatic order execution is offered to the Client, Shard Capital Stockbrokers shall be entitled to change the price on which the Client’s order is executed to the market value at the time at which the order from the Client was received;iii) Prices offered by Shard Capital Stockbrokers regarding the sale, purchase or exercise of Contract Options reflect the price of the relevant ex-change traded product. Due to delays from the Client’s execution of an order or instruction regarding a Contract Option to the execution of the relevant exchange traded product on the exchange, the price as listed on the Trading Platform is subject to change, in order for the Contract Option to reflect the price of the relevant exchange traded product at the time of its execution or exercise (as applicable);iv) The Trading Platform may be available in several versions, which may be differentiated in various aspects including, but not limited to the level of security applied, products and services available etc. Shard Capital Stockbrokers shall not be liable to the Client for any loss, expense, cost or liability suffered or incurred by the Client due to the Client using a version different from Shard Capital Stockbroker’s standard version with all available updates installed;v) The Client shall be responsible for all orders, and for the accuracy of all information, sent via the internet using the Client’s name, password or any other personal identification means implemented to identify the Client;vi) The Client is obliged to keep passwords secret and ensure that third parties do not obtain access to the Client’s trading facilities;vii) If the Trading Platform is used for Commercial use the Client is liable to Shard Capital Stockbrokers for Contracts executed by use of the Client’s password even if such use might be wrongful;viii) Regardless of the fact that the Trading Platform might confirm that a Contract is executed immediately when the Client transmits instructions via the Trading Platform, it is the Settlement/Trade Confirmation forwarded by Shard Capital Stockbrokers or made available to the Client on the Trading Platform which solely constitutes Shard Capital Stockbroker’s confirmation of execution.
5.4 Any instruction sent via the Trading Platform or by e-mail by the Client shall only be deemed to have been received and shall only then constitute a valid instruction and/or binding Contract between Shard Capital Stockbrokers and the Client when such instruction has been recorded as executed by Shard Capital Stockbrokers and confirmed by Shard Capital Stockbrokers to the Client through the Settlement/Trade Confirmation and/or Account Statement, and the mere transmission of an instruction by the Client shall not constitute a binding Contract between Shard Capital Stockbrokers and the Client.
5.5 The Client shall promptly give any instructions to Shard Capital Stockbrokers, which Shard Capital Stockbrokers may require. If the Client does not give such instructions promptly, Shard Capital Stockbrokers may, at its reasonable discretion, take such steps at the Client’s cost, as Shard Capital Stockbrokers considers necessary or desirable for its own protection or the protection of the Client. This provision is similarly applicable in situations when Shard Capital Stockbrokers is unable to obtain contact with the Client.
5.6 Shard Capital Stockbrokers may (but shall not in any circumstances be obliged to) require confirmation in such form as Shard Capital Stockbrokers may reasonably request if an instruction is to close an Account or remit money due to the Client or if it appears to Shard Capital Stockbrokers that such confirmation is necessary or desirable.
5.7 Pursuant to general rules regarding power of attorney the Client is accountable to Shard Capital Stockbrokers for losses which Shard Capital Stockbrokers may suffer as a result of instructions from a person who has explicitly or tacit power of attorney to give Shard Capital Stockbrokers instructions on behalf of the Client.
5.8 In general, Shard Capital Stockbrokers shall act according to instructions as soon as practically possible and shall, as far as trading instructions are concerned, act consistent with the compaies Best Execution Policy. However if, after instructions are received, Shard Capital Stockbrokers believes that it is not reasonably practicable to act upon such instructions within a reasonable time, Shard Capital Stockbrokers may defer acting upon those instructions until it is, in Shard Capital Stockbrokers’s reasonable opinion, practicable to do so or as soon as possible notify the Client that Shard Capital Stockbrokers is refusing to act upon such instructions.
5.9 We are required by the Financial Conduct Authority to obtain prior consent from the client to our order execution policy and the client will be deemed to provide such consent once the client has given their first order after receipt of these terms. For our full order execution policy please visit: www.shardcapitalstockbrokers.com/important-information.
5.10 It is possible that errors may occur in the prices of transactions quoted by Shard Capital Stockbrokers. In such circumstances, without prejudice to any rights it may have English law, Shard Capital Stockbrokers shall not be bound by any Contract which purports to have been made (whether or not confirmed by Shard Capital Stockbrokers) at a price which:i) Shard Capital Stockbrokers is able to substantiate to the Client was manifestly incorrect at the time of the transaction; orii) was, or ought to have reasonably been known by the Client to be incorrect at the time of the transaction.
In which case Shard Capital Stockbrokers reserves the right to either 1) cancel the trade all together or 2) correct the erroneous price at which the trade was done to either the price at which Shard Capital Stockbrokers hedged the trade or alternatively to the historic correct market price.
5.11 The Client agrees that Shard Capital Stockbrokers may record all telephone conversations, internet conversations (chat), and meetings between the Client and Shard Capital Stockbrokers and use such recordings, or transcripts from such recordings, as evidence towards any party (including, but not limited to, any regulatory authority and/or court of law) to whom Shard Capital Stockbrokers at its reasonable discretion sees it to be desirable or necessary to disclose such information in any dispute or anticipated dispute between Shard Capital Stockbrokers and the Client. However, technical reasons may prevent Shard Capital Stockbrokers from recording a conversation, and recordings or transcripts made by Shard Capital Stockbrokers will be destroyed in accordance with Shard Capital Stockbroker’s normal practice. Consequently, the Client should not rely on such recordings to be available.
5.12 When the Client instructs Shard Capital Stockbrokers to enter into a position opposite to one or more of the Client’s open positions, Shard Capital Stockbrokers will close out the opposite position in accordance with the FIFO principles unless the position has related orders or otherwise agreed.
5.13 The Client acknowledges that Shard Capital Stockbrokers has the right to, but not the obligation to close directly opposite positions. This applies not only when the positions are held on the same account, but also when they are held on separate accounts.
5.14 If the Client operates several Accounts (or sub-accounts) and opposite positions are opened on different Accounts (or sub-accounts), Shard Capital Stockbrokers shall not close out such positions. The Client is specifically made aware that unless closed manually, all such positions may be rolled over on a continuous basis and thereby consequently all incur a cost for such roll-over.
- SPECIAL NOTE ON THE USE OF THE TRADING PLATFORM
6.1 The technical requirements to which the Client’s IT equipment, operating system, Internet connection etc. shall conform are described on Shard Capital stockbroker’s website.
6.2 The Client shall enter his user ID and password when logging on to the Trading Platform. The Client should memorize the password. Entering an in-correct password five times in a row will automatically terminate the connection and block the user ID. Shard Capital Stockbrokers informs the Client of the termination/blocking and the reasons for it, where possible, before the termination/blocking and if this is not possible immediately thereafter, unless giving such information would compromise objectively justified security reasons. The Client is obligated to notify Shard Capital Stockbrokers at telephone 0207 186 9950 without undue delay on becoming aware of unauthorised use of the Trading Platform, or if the Client suspects that the password has been misappropriated by a third party, the Client shall contact Shard Capital Stockbrokers at telephone 0207 186 9950 immediately to block his Trading Platform. The Client can then order a new password.
The Client is for a period of 18 months after notification entitled to request Shard Capital Stockbrokers to provide the Client with the means to prove that he made such notification.
6.3 The Client can block his Trading Platform at any time by contacting Shard Capital Stockbrokers at telephone 0207 186 9950 Blocking the Trading Platform prevents other persons from accessing it. Open orders and positions placed on the platform before the blocking will not be affected by the blocking unless the Client specifically requests so, and the Client is responsible for deciding about his positions.
6.4 The right to use the Trading Platform is personal, and the Client shall not allow other persons to use his user ID and/or his password. If the Client wants to allow a third party to trade on the Client’s account, the Client shall issue a separate power of attorney. The power of attorney shall be written on one of Shard Capital Stockbrokers’s power of attorney forms. The issue of the power of attorney shall be approved by Shard Capital Stockbrokers. A personal user ID and password shall be provided to the holder of the power of attorney by Shard Capital Stockbrokers.
6.5 From the Trading Platform the Client can print reports on trading activities and his account balances.
6.6 Where the Client has placed an order which he subsequently regrets, the Client may request that the order be cancelled up until the time of execution. The Client is aware that Shard Capital Stockbrokers is under no obligation to cancel the order. A request for cancellation or an order can be made via the Trading Platform or by calling Shard Capital Stockbrokers Sales Trading. Requests concerning cancellation of orders generated when the margin is exceeded can only be made to Shard Capital Stockbrokers Sales Trading. An order shall not be considered to be cancelled until the Client has received a written confirmation from Shard Capital Stockbrokers.
6.7 If the Trading Platform is used for Private Use, the following limitations on Client liability in case of abuse or other unauthorised use of the Trading Platform shall apply:ii) If Shard Capital Stockbrokers proves that: – the Client or a person to whom the holder has entrusted his user ID and/or his password, by grossly irresponsible conduct has made the unauthorised use by a third party possible, or- the Client or a person to whom the holder has entrusted his user ID and/or his password, has failed to inform Shard Capital Stockbrokers as soon as possible after having become aware that his user ID and/or his password has become known to an unauthorized third person, or- the unauthorized use is made by a person to whom the Client has disclosed the user ID and/or the password without the matter being covered by Clause iii, the Client shall be liable to the extent of up to DKK 8,000 for losses caused by unauthorized use of the Trading Platform.
iii) The Client shall be liable without limitation if the unlawful use was made by someone with whom the Client has knowingly entrusted his user ID and password in circumstances where the Client realized or should have realized that there was an obvious risk of abuse as a result of such disclosure.
6.8 The Client shall not be liable for unlawful use of the Trading Platform occurring after the Client has informed Shard Capital Stockbrokers.
6.9 Where the Trading Platform is used for Private Use, Shard Capital Stockbrokers shall be liable for direct losses resulting from non-executed or defective executed orders, unless non-executed or defective executed order is due to conditions for which the Client is liable. Shard Capital Stockbrokers shall not be liable for any indirect losses.
6.10 Shard Capital Stockbrokers shall not be liable for losses in cases of abnormal and unforeseeable circumstances beyond the control of Shard Capital Stockbrokers pleading for the application of those circumstances, the consequences of which would have been unavoidable despite all efforts to the contrary.
6.11 If the Trading Platform is used for Commercial use Shard Capital Stockbrokers shall not be liable for any indirect losses and/or losses resulting from:i) Operational failures preventing the use of the Trading Platform;ii) Interruptions preventing the Client from accessing the Trading Platform;iii) Use of the Internet as a means of communication and transport;iv) Damage caused by matters relating to the Client’s own computer systems.
6.12 Shard Capital Stockbrokers shall not be responsible for losses resulting from the Client’s installation and use of the computer programs used on the Trading Platform, unless such liability follows from indispensable rules of law. Where the Trading Platform is used for Commercial Use, the Client shall be responsible for ensuring that the Trading Platform is adequately insured against direct and indirect losses which may result from the installation and use of the computer programs in the Client’s computer system. Furthermore, the Client shall be obliged to make backup copies of data which, should such data be lost, might result in losses for the Client.
- TRANSFER OF FUNDS TO THE CLIENT’S ACCOUNT AT SHARD CAPITAL STOCKBROKERS
7.1 The Client understands and accepts that in order to secure the identity of the sender Shard Capital Stockbrokers only allows transfers to the Client’s Account from the Client’s own accounts in other banks. This entails that Shard Capital Stockbrokers must receive sufficient information about the transfer from the sending bank to make a certain identification of which Client and which account the funds shall be registered on. Therefore, the Client understands and accepts that Shard Capital Stockbrokers only is able to respect the time limits mentioned in Clause 7.2 and 7.3 if Shard Capital Stockbrokers can identify the sender as the Client and on which Client and account the funds shall be registered.
7.2 For transfers of currency of an EU or EEA country from an account in a bank in an EU or EEA country the funds are booked and at disposal on the Client’s Account without undue delay after Shard Capital Stockbrokers has received the funds if Shard Capital Stockbrokers receives the funds before 2 p.m. CET on a Business Day. If the transfer is received in the period between 2 p.m. CET on a Business Day to 8 a.m. CET on the following Business Day, the Client cannot expect the funds to be at the Client’s disposal until the following Business Day after 10 a.m. CET.
7.3 When the Client transfers funds in another currency or from another country than mentioned in clause 7.2, the funds are booked and at disposal on the Client’s Account no later than two Business Days after the funds are received by Shard Capital Stockbrokers. If Shard Capital Stockbrokers receives the funds on a non-Business Day or receives the funds after 2 p.m. CET on a Business Day, the funds are considered to be received on the following Business Day and, consequently, the Client cannot expect the funds to be at disposal until the third following Business Day after 10 a.m. CET.
7.4 When the Client transfers funds between two accounts held with Shard Capital Stockbrokers, the funds are at the disposal on the receiving account on the day of the transfer.
7.5 The Client acknowledges that Shard Capital Stockbrokers cannot be held liable for how many days it takes from the sending bank sends funds to Shard Capital Stockbrokers receives them.
7.6 The Client is made aware, that special events can cause the booking of funds to be delayed by up to three Business Days from the day that Shard Capital Stockbrokers receives it.
- MARGINS, SECURITY, PAYMENTS AND DELIVERY
8.1 The Client shall pay to Shard Capital Stockbrokers on demand:i) such sums of money by way of deposits, or as initial or variation margin as Shard Capital Stockbrokers may require. In the case of a Contract effected by Shard Capital Stockbrokers on an exchange, such margin shall be not less than the amount or percentage stipulated by the relevant exchange plus any additional margin that Shard Capital Stockbrokers at its reasonable discretion may require;ii) such sums of money as may from time to time be due to Shard Capital Stockbrokers under a Contract and such sums as may be required in or towards clearance of any debit balance on any Ac-count;iii) such sums of money as Shard Capital Stockbrokers may from time to time require as security for the Client’s obligations to Shard Capital Stockbrokers; andiv) any amount to maintain a positive cash-balance on any and all Account(s).
8.2 When dealing with Contract Options Shard Capital Stockbrokers will enter into a contract with its Counterparties which is identical in all respects to the Contract Option between Shard Capital Stockbrokers and the Client and Shard Capital Stockbrokers may under such Counterparty contract be required to deliver additional margin from time to time. Shard Capital Stockbrokers may without notice change the margin requirement towards the Client to reflect changes in applicable margin requirements for Shard Capital Stockbrokers from time to time under any Counterparty contract.
8.3 If the Client makes any payment which is subject to any price fluctuations, withholding or deduction, the Client shall pay to Shard Capital Stockbrokers such additional amount to ensure that the amount actually received by Shard Capital Stockbrokers will equal the full amount Shard Capital Stockbrokers would have received had no price fluctuations, withholding or deduction been made.
8.4 Payments into the Client’s account are deposited by Shard Capital Stockbrokers on the condition of Shard Capital Stockbrokers receiving the amount in question. This shall apply irrespective of whether it has been explicitly stated in receipts or other notices of or requests for payment.
8.5 With the prior written agreement of Shard Capital Stockbrokers on each occasion, the Client may deposit Security with Shard Capital Stockbrokers or provide Shard Capital Stockbrokers with a guarantee or indemnity from a person and in a form acceptable to Shard Capital Stockbrokers instead of cash for the purpose of complying with its obligations. The Client is made specifically aware that Shard Capital Stockbrokers at its reasonable discretion may determine the value by which Security shall be registered and consequently contribute to Shard Capital Stockbroker’s demand towards the Client and Shard Capital Stockbrokers may continuously change such value of Security without prior notice to the Client.
8.6 Any Security will be held by an intermediate broker or eligible custodian, appointed by Shard Capital Stockbrokers, and the intermediate broker or eligible custodian shall be responsible for claiming and receiving all interest payments, income and other rights accruing to the Client.
8.7 Shard Capital Stockbrokers is with the Client’s specific consent entitled to:
- i) pass on any money or Security received from the Client in order to satisfy Shard Capital Stockbroker’s obligations to any third party;
- ii) charge, pledge or grant any security arrangement over Security in order to satisfy Shard Capital Stockbroker’s obligations to any third party in which case the Security may or may not be registered in the Client’s name;
iii) lend Security to any third party in which case the Security may or may not be registered in the Client’s name; and
- iv) return to the Client other Security than the original Security.
8.8 Shard Capital Stockbrokers shall not be obliged to account to the Client for any income received by Shard Capital Stockbrokers as a result of carrying out any of the activities described in this Clause.
8.9 The Client shall be obliged to promptly deliver any money or property deliverable by it under a Contract in accordance with the terms of that Contract and with any instructions given by Shard Capital Stockbrokers for the purpose of enabling Shard Capital Stockbrokers to perform its obligations under any corresponding Contract entered into between Shard Capital Stockbrokers and a third party.
8.10 If the Client fails to provide any margin, deposit or other sum due under the Terms in respect of any transaction Shard Capital Stockbrokers may close any open position without prior notice to the Client and apply any proceeds thereof to payment of any amounts due to Shard Capital Stockbrokers.
8.11 If the Client fails to make any payment when it falls due, the Client shall pay interest (from the due date and until payment takes place) on the outstanding amount.
8.12 The Client is advised that Shard Capital Stockbrokers shall have the right, in addition to any other rights it may have under the Terms, or English law in general, to limit the size of the Client’s open positions (net or gross) and to refuse orders to establish new positions. Shard Capital Stockbrokers will inform the Client as soon as possible regarding such refused orders and the reason for the refusals. Situations where Shard Capital Stockbrokers may exercise such right include, but are not limited to, where:
- i) Shard Capital Stockbrokers has reason to believe that the Client may be in possession of Inside Information;
- ii) Shard Capital Stockbrokers considers that there are abnormal trading conditions;
iii) the value of the Client’s Security (as determined by Shard Capital Stockbrokers) falls below the minimum margin requirement as defined in Shard Capital Stockbroker’s Commissions, Charges & Margin Schedule; or
- iv) the Client has a negative cash-balance on any Account.
- MARGIN TRADES
9.1 On the date of the opening of a Margin Trade between Shard Capital Stockbrokers and the Client, Shard Capital Stockbrokers may require the Client to have margin on the Account at least equivalent to Shard Capital Stockbrokers’s initial margin requirement.
9.2 Shard Capital Stockbroker’s margin requirement shall apply throughout the term of the Margin Trade. It is the Client’s responsibility continuously to ensure that sufficient margin is available on the Account at any time. If practicably possible Shard Capital Stockbrokers shall notify the Client if the margin requirements are not met. If, at any time during the term of a Margin Trade, the margin available on the Account is not sufficient to cover Shard Capital Stockbroker’s margin requirement, the Client is obliged to reduce the amount of open Margin Trades or transfer adequate funds to Shard Capital Stockbrokers. Even if the Client takes steps to reduce the size of open Margin Trades or to transfer sufficient funds to Shard Capital Stockbrokers, Shard Capital Stockbrokers may close one, several or all of the Client’s Margin Trades or part of a Margin Trade and/or liquidate or sell securities or other property at the Client’s account at its sole discretion without assuming any responsibility towards the Client for such action.
9.3 If Shard Capital Stockbrokers due to insufficient margin close one, several or all of the Client’s Margin Trades, the Client shall expect, unless otherwise agreed and confirmed by Shard Capital Stockbrokers that all of the Client’s open Margin Trades will be closed.
9.4 If the Client has opened more than one Account, Shard Capital Stockbrokers is entitled to transfer money or Security from one Account to another, even if such transfer will necessitate the closing of Margin Trades or other trades on the Account from which the transfer takes place.
9.5 Shard Capital Stockbroker’s general margin requirements for different types of Margin Trades are displayed on Shard Capital Stockbroker’s trading platforms. However, Shard Capital Stockbrokers reserves the right to determine specific margin requirements for individual Margin Trades.
9.6 The Client is specifically made aware that the margin requirements are subject to change without notice. When a Margin Trade has been opened, Shard Capital Stockbrokers is not allowed to close the Margin Trade at its discretion but only at the Client’s instruction or according to Shard Capital Stockbroker’s rights under the Terms. However, Shard Capital Stockbrokers will increase the margin requirements if Shard Capital Stockbrokers considers that its risk on a Margin Trade has increased as compared to the risk on the date of the opening.
10.1 Shard Capital Stockbrokers will make available to the Client a Settlement/Trade Confirmation in respect of any transaction or Contract entered into by Shard Capital Stockbrokers with or for the Client and in respect of any open position closed by Shard Capital Stockbrokers for the Client. Settlement/Trade Confirmations will normally be available instantly following the execution of the transaction.
10.2 An Account Summary and Account Statement are available to the Client through the Trading Platform. The Account Summary will normally be updated periodically during Shard Capital Stockbroker’s opening hours. The Account Statement will normally be updated every Business Day with information for the previous Business Day. By accepting the Terms the Client agrees not to receive any Account Statements or Account Summaries in printed form from Shard Capital Stockbrokers other than upon specific request.
10.3 Any notice or other communication to be provided by Shard Capital Stockbrokers under the Terms, including Account Statements and Settlement/Trade Confirmations, may be sent by Shard Capital Stockbrokers at its option to the Client in electronic form by email or by display on the Client’s account summary on the Trading Platform. The Client is obliged to provide Shard Capital Stockbrokers with an e-mail address for this purpose. An e-mail message is considered received by the Client when sent from Shard Capital Stockbrokers. Shard Capital Stockbrokers is not responsible for any delay, alteration, re-direction or any other modification the message may undergo after transmission from Shard Capital Stockbrokers. A message on the Client’s account on the Trading Platform is considered received by the Client when Shard Capital Stockbrokers has placed the message on the Trading Platform. It is the responsibility of the Client to ensure that the Client’s software and hardware setup does not stand in the way of the Client receiving e-mails or get access to the Trading Platform from Shard Capital Stockbrokers.
- COMMISSIONS, CHARGES, AND OTHER COSTS
11.1 The Client shall be obliged to pay to Shard Capital Stockbrokers the commissions and charges set out in the Commissions, Charges & Margin Schedule. The platform charges can be found at www.shardcapitalstockbrokers.com/important-information.
11.2 Shard Capital Stockbrokers may vary such commissions and charges without notice when the change is to the Client’s advantage, or the grounds for changes are due to external circumstances beyond Shard Capital Stockbroker’s control. Such circumstances are:
- i) Changes in the relationship with Shard Capital Stockbroker’s counterparties, which affect Shard Capital Stockbrokers cost structures; and/or
- ii) Changes in commissions and charges from ex-changes, clearing houses, information providers or other third party providers that are passed on to the Client by Shard Capital Stockbrokers.
11.3 Shard Capital Stockbrokers may vary such commissions and charges, with one month’s notice if:
- i) market conditions, including competitive behaviour, call for changes to Shard Capital Stockbrokers conditions;
- ii) Shard Capital Stockbrokers for commercial reasons wishes to change its general cost and pricing structure; and/or
iii) significant particulars of the Client, based on which individual conditions were provided, have changed.
11.4 In addition to such commissions and charges, the Client shall be obliged to pay any applicable taxes, storage and delivery charges, ex-change and clearing house fees and all other fees which could be incurred by Shard Capital Stockbrokers in connection with any Contract and/or in connection with maintaining the Client relationship.
11.5 Furthermore, Shard Capital Stockbrokers shall be entitled to demand that the following expenses are paid separately by the Client:
- i) all extraordinary disbursements resulting from the client relationship e.g. telephone, telefax, courier, and postal expenses in case the Client requests hardcopy Settlement/Trade Confirmations, Account Statements etc. which Shard Capital Stockbrokers could have delivered in electronic form;
- ii) any expenses of Shard Capital Stockbrokers, caused by non-performance by the Client, including a fee determined by Shard Capital Stockbrokers in relation to forwarding of reminders, legal assistance etc;
iii) any expenses of Shard Capital Stockbrokers in connection with replies to inquiries by public authorities, including a fee determined by Shard Capital Stockbrokers in relation to forwarding of transcripts and enclosures and for the preparation of copies;
- iv) administration fees in connection with security deposits, and any expenses of Shard Capital Stockbrokers in relation to a pledge, if provided, including any insurance premium payments; and
- v) any expenses of Shard Capital Stockbrokers in connection with auditor’s comments/reports if such is requested by the Client.
11.6 Shard Capital Stockbrokers reserves the right to introduce new fees.
11.7 Shard Capital Stockbrokers may share commissions and charges with its associates, Introducing Brokers or other third parties or receive remuneration from them in respect of Contracts entered into by Shard Capital Stockbrokers. Details of any such remuneration or sharing arrangement will not be set out on the relevant Settlement/Trade Confirmations. Shard Capital Stockbrokers (or any associate) may benefit from commission, mark-up, mark-down or any other remuneration where it acts for the Counterparty to a Contract.
11.8 Shard Capital Stockbrokers will upon reasonable request and to the extent possible disclose to the Client the amount of commission, mark-up, mark-down or any other remuneration paid by Shard Capital Stockbrokers to any Introducing Broker or other third party.
11.9 Unless specified otherwise in the Terms, all amounts due to Shard Capital Stockbrokers (or Agents used by Shard Capital Stockbrokers) under the Terms shall, at Shard Capital Stockbroker’s option:
- i) be deducted from any funds held by Shard Capital Stockbrokers for the Client; or
- ii) be paid by the Client in accordance with the provisions of the relevant difference account, Settlement/Trade Confirmation or other advice.
11.10 Furthermore, the Client acknowledges, recognizes and accepts that the procedures described in Clause 11 and Clause 14 may result in additional indirect costs for the Client.
- INTEREST AND CURRENCY CONVERSIONS
12.1 Subject to the Clause 12.2 below and save as otherwise agreed in writing, Shard Capital Stockbrokers shall not be liable to:
- i) pay interest to the Client on any credit balance in any Account or on any other sum held by Shard Capital Stockbrokers; or
- ii) account to the Client for any interest received by Shard Capital Stockbrokers on such sums or in connection with any Contract.
12.2 The Client is entitled to interest on the basis of the Client’s positive Net Free Equity in accordance with the terms in Shard Capital Stockbroker’s Commissions, Charges & Margin Schedule.
12.3 The Client is obliged to pay interest on the basis of the Client’s negative Net Free Equity in accordance with the terms in Shard Capital Stockbroker’s Commissions, Charges & Margin Schedule.
12.4 Shard Capital Stockbrokers may vary such interest rates and/or thresholds for interest calculation without notice when changes are to the Client’s advantage, or the grounds for changes are due to external circumstances beyond Shard Capital Stockbroker’s control. Such circumstances are:
- i) Changes in the monetary or credit policies domestic or abroad that affect the general interest level in a way that is of importance to Shard Capital Stockbrokers;
- ii) Other changes in the general interest level, including in the money and bond markets, that is of importance to Shard Capital Stockbrokers;
iii) Changes in the relationship with Shard Capital Stockbroker’s Counterparties, which affect Shard Capital Stockbroker’s cost structures.
12.5 Shard Capital Stockbrokers may vary such interest rates where the Trading Platform is used for Commercial use with one month’s notice, and where the Trading Platform is used for Private use with two months’ no-tice if:
- i) market conditions, including competitive behaviour, call for a change to Shard Capital Stockbrokers conditions;
- ii) Shard Capital Stockbrokers wishes to change its general commission, fee and pricing structure for commercial reasons; and/or
iii) changes to significant particulars of the Client, based on which individual conditions were provided, occurs.
The Client is deemed to have accepted such changes if he does not, before the proposed date of their entry into force, notify Shard Capital Stockbrokers that he does not accept them.
12.6 Shard Capital Stockbrokers is entitled, but shall not in any circumstances be obliged, to convert:
- i) any realised gains, losses, option premiums, commissions, interest charges and brokerage fees which arise in a currency other than the Client’s base currency (i.e. the currency in which the Client’s Account is denominated) to the Client’s base currency;
- ii) any cash currency deposit to another cash currency deposit for the purpose of purchasing an asset denominated in a currency other than the Client’s base currency;
iii) any monies held by Shard Capital Stockbrokers for the Client into such other currency as Shard Capital Stockbrokers considers necessary or desirable to cover the Client’s obligations and liabilities in that currency.
12.7 Whenever Shard Capital Stockbrokers conducts currency conversions, Shard Capital Stockbrokers will do so at such reasonable rate of exchange as Shard Capital Stockbrokers selects. Shard Capital Stockbrokers shall be entitled to add a mark-up to the exchange rates. The prevailing mark-up is defined in the Commissions, Charges & Margin Schedule.
- PLEDGE AGREEMENT
13.1 Any and all Security transferred to Shard Capital Stockbrokers by the Client or held by Shard Capital Stockbrokers or by Shard Capital Stockbroker’s Counterparties on behalf of the Client is pledged as a security for any liability that the Client may have or get towards Shard Capital Stockbrokers. Without limitation such Security shall comprise the credit balances on Accounts, the securities registered as belonging to the Client on Shard Capital Stockbroker’s books, and the value of the Client’s open positions with Shard Capital Stockbrokers.
13.2 If the Client fails to fulfil any obligation under the Terms, Shard Capital Stockbrokers is entitled to sell any pledged Security immediately without any notice or court action. Such sale shall take place by the means that Shard Capital Stockbrokers in its reasonable discretion determines and at the price that Shard Capital Stockbrokers in its reasonable discretion determines to be the best obtainable.
- NETTING AGREEMENT
14.1 If on any date the same amounts are payable under the Terms by each party to the other in the same currency, then, each party’s obligations to make payment of any such amount will be automatically satisfied by netting.
14.2 If the aggregate amount that is payable by one party exceeds the aggregate amount that is payable by the other party, then the party by whom the larger aggregate amount is payable shall pay the excess to the other party and the obligations to make payment of each party will be satisfied and discharged.
14.3 If the Client, at any time during the Client relationship, has a negative cash-balance in any Ac-count, Shard Capital Stockbrokers is entitled but not obligated to net between the Client’s Accounts. The Client shall bear all the charges and any other costs associated with such netting in accordance with the Commissions, Charges & Margin Schedule.
14.4 If the Client relationship is terminated, the claims that the parties have against each other shall be finally discharged by means of netting (closed). The value of open Contracts shall be determined according to the principles set forth below and the final amount to be paid by one of the parties shall be the difference between the payment obligations of the parties.
14.5 Rates based on which the Contracts shall be closed shall be market rates applicable on the day on which Shard Capital Stockbrokers decides to close the Contracts.
14.6 Shard Capital Stockbrokers may at its reasonable discretion deter-mine the rates by obtaining an offer from a Market M14.7 When determining the value of the Contracts to be netted, Shard Capital Stockbrokers shall apply its usual spreads and include all costs and other charges.
14.8 This netting agreement shall be binding towards the estate and creditors of the parties to the client relationship.
- MARKET MAKING
15.1 When Shard Capital Stockbrokers executes orders as Agent for the Client on a recognized stock or futures exchange, Shard Capital Stockbrokers will not be a party to such a trade as such orders will be executed in the trading system of the relevant exchange at the best price and the most favourable conditions available at the time of the order or according to the Client’s specific instructions, e.g. in a situation where the Client has chosen to limit the order. Shard Capital Stockbrokers will not include any additional spread in the price of the execution achieved for the Client but will be remunerated according to the Commissions, Charges & Margin Schedule.
15.2 In order for Shard Capital Stockbrokers to quote prices with the swiftness normally associated with speculative trading, Shard Capital Stockbrokers may have to rely on available price or availability information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from in-formation providers or quotes from Counterparties. If so and if Shard Capital Stockbrokers has acted in good faith when providing the price to the Client, Shard Capital Stockbrokers may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation.
15.3 Following execution of any position with a Client, Shard Capital Stockbrokers may at Shard Capital Stockbroker’s reasonable discretion subsequently offset each such client position with another client position, or a position with one of Shard Capital Stockbroker’s Counterparties or retain a proprietary position in the market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in Shard Capital Stockbrokers offsetting client positions at prices different – sometimes significantly different – from prices quoted to clients, resulting in trading profits or losses for Shard Capital Stockbrokers. This in turn can raise the possibility of the Client incurring what may be seen as an implied cost.
15.4 The Client acknowledges, recognizes and accepts that the price quoted to the Client includes a spread when compared with the price to which Shard Capital Stockbrokers may have covered or expected to be able to cover the Contract in a trade with another client or a Counterparty. Furthermore, the Client acknowledges, recognizes and accepts that said spread constitutes remuneration to Shard Capital Stockbrokers and that such spread not necessarily can be calculated for all Contracts and that such spread will not be specified at the Settlement/Trade Confirmation or otherwise revealed to the Client.aker in the asset in question or by applying rates from electronic financial information systems.
15.5 If the Client is an active trader and is undertaking numerous transactions, the total impact of as well visible as not visible costs may be significant. Consequently the Client may have to obtain significant profits in the markets in order to cover the costs associated with trading activities with Shard Capital Stockbrokers. For very active Clients, such costs may over time exceed the value of the margin deposited. Normally, when trading margined derivatives, the lower the percentage of the applicable margin rate, the higher the proportion of the costs associated with executing a transaction.
- AGGREGATION AND SPLIT
16.1 Shard Capital Stockbrokers is in accordance with the company’s Best Execution Policy entitled to aggregate the Client’s orders with the company’s own orders, orders of any of the company’s associates and/or persons connected with Shard Capital Stockbrokers including employees and other clients. Furthermore, Shard Capital Stockbrokers may split the Client’s orders when executing these. The orders will only be aggregated or split if Shard Capital Stockbrokers reasonably believes it to be in the best interest of the Client. On some occasion’s aggregation and split of the Client’s order may result in the Client obtaining a less favourable price than if the Client’s orders had been executed respectively separately or mutually.
- SHARD CAPITAL STOCKBROKERS’S COUNTERPARTIES
17.1 In order to give effect to the Client’s instructions, Shard Capital Stockbrokers may instruct a Counterparty selected at Shard Capital Stockbroker’s discretion and Shard Capital Stockbrokers shall do so where the transaction is to be subject to the rules of an exchange or market of which Shard Capital Stockbrokers is not a member.
17.2 Shard Capital Stockbrokers shall not be responsible for errors committed by such Counterparties unless it is proven that Shard Capital Stockbrokers has not acted with sufficient care when selecting the Counterparty.
- DEFAULT AND DEFAULT REMEDIES
18.1 The provisions contained in this Clause supplement any other rights that Shard Capital Stockbrokers or any of its associates have according to the Terms, including but not limited to the Pledge Agreement referred to in Clause 13, and furthermore any other rights Shard Capital Stockbrokers has according to English law.
18.2 Shard Capital Stockbrokers reserves the right to retain, or make deductions from, any amounts which Shard Capital Stockbrokers owes to or is holding for the Client if any amounts are due from the Client to Shard Capital Stockbrokers.
18.3 The Client authorises Shard Capital Stockbrokers, at Shard Capital Stockbrokers’ discretion, at any time and without notice, to sell, apply, set-off and/or charge in any manner any or all of the Client’s property and/or the proceeds of any of the same of which Shard Capital Stockbrokers or any of its associates or Agents has custody or control, in order to discharge any or all of the Client’s obligations to Shard Capital Stockbrokers.
18.4 Each and any of the following events shall constitute an Event of Default in relation to all of a Client’s Contracts, Margin Trades, securities and other business with Shard Capital Stockbrokers (regardless of whether the Event of Default only relates to part of the business with Shard Capital Stockbrokers):
- i) if the Client fails to make any payment or fails to do any other act required under the Terms or by Shard Capital Stockbrokers at its reasonable discretion;
- ii) if the Client fails to remit funds necessary to enable Shard Capital Stockbrokers to take delivery under any Contract on the first due date;
iii) if the Client fails to provide assets for delivery, or take delivery of assets, under any Contract on the first due date;
- iv) if the Client dies or becomes of unsound mind;
- v) if an application is made in respect of the Client for any action pursuant to the Bankruptcy Act or any equivalent act applicable to the Client or, if a partnership, in respect of one or more of the partners, or if a company, that a receiver, trustee, administrative receiver or similar officer is appointed;
- vi) if a petition is presented for the winding-up or administration of the Client;
vii) if an order is made or a resolution is passed for the winding-up or administration of the Client (other than for the purposes of amalgamation or reconstruction with the prior written approval of Shard Capital Stockbrokers);
viii) if any distress, execution or other process is levied against any property of the Client and is not removed, discharged or paid within seven days;
- ix) if any security created by any mortgage or charge becomes enforceable against the Client and the mortgagee or chargee takes steps to enforce the security or charge;
- x) if any indebtedness of the Client or any of its subsidiaries becomes immediately due and payable, or capable of being declared so due and payable, prior to its stated maturity by reason of default of the Client (or any of its subsidiaries) or the Client (or any of its subsidiaries) fails to discharge any indebtedness on its due date;
- xi) if the Client fails to fully comply with obligations under the Terms or any Contract, including refrains from complying with Margin requirements;
xii) if any of the representations or warranties given by the Client are, or become, untrue;
xiii) if Shard Capital Stockbrokers or the Client is requested to close a Contract (or any part of a Contract) by any regulatory agency or authority; or
xiv) if Shard Capital Stockbrokers reasonably considers it necessary for its own protection or the protection of its associates.
18.5 Upon the occurrence of an Event of Default, Shard Capital Stockbrokers shall at its discretion be entitled to: i) sell or charge in any way any or all of the Client’s collateral, assets and property which may from time to time be in the possession or control of Shard Capital Stockbrokers or any of its associates or Agents or call on any guarantee, without any notice or court order. Sale of Security, assets and property shall take place by means that Shard Capital Stockbrokers in its reasonable discretion determines and at the price that Shard Capital Stockbrokers in its reasonable discretion determines to be the best obtainable.
- ii) buy or sell any Security, investment or other property where this is, or is in the reasonable opinion of Shard Capital Stockbrokers likely to be, necessary in order for Shard Capital Stockbrokers to fulfil its obligations under any Contract and the Client shall reimburse Shard Capital Stockbrokers for the full amount of the purchase price plus any associated costs and expenses;
iii) deliver any Security, investment or property to any third party, or otherwise take any action Shard Capital Stockbrokers considers to be desirable in order to close any Contract;
- iv) require the Client immediately to close and settle a Contract in such manner as Shard Capital Stockbrokers may in its reasonable discretion request;
- v) to enter into any foreign exchange transaction, at such market rates and times as Shard Capital Stockbrokers may determine, in order to meet obligations incurred under a Contract;
- vi) reinvoice all or part of any assets standing to the debit or credit of any Account (including commuting Shard Capital Stockbrokers or the Client’s obligation to deliver an asset into an obligation to pay an amount equal to the market value of the asset (determined by Shard Capital Stockbrokers at its reasonable discretion) on the date reinvoicing takes place); and
vii) close-out all Contracts and net all the Client’s and Shard Capital Stockbrokers obligations towards each other as of the date fixed by Shard Capital Stockbrokers with effect to third parties.
18.6 The Client authorises Shard Capital Stockbrokers to take any or all of the steps described in this Clause without notice to the Client and acknowledges that Shard Capital Stockbrokers shall not be responsible for any consequences of it taking any such steps, unless Shard Capital Stockbrokers has exercised gross negligence in connection herewith. The Client shall execute the documents and take the action as Shard Capital Stockbrokers may request in order to protect the rights of Shard Capital Stockbrokers and its associates under the Terms or under any agreement the Client may have entered into with Shard Capital Stockbrokers.
18.7 If Shard Capital Stockbrokers exercises its rights to sell any Security or property of the Client under this Clause, it will effect such sale, without notice or liability to the Client, on behalf of the Client and apply the proceeds of sale in or towards discharge of any of the Client’s obligations to Shard Capital Stockbrokers or to Shard Capital Stockbrokers.
18.8 Without prejudice to Shard Capital Stockbrokers other rights under the Terms or under prevailing law, Shard Capital Stockbrokers may, at any time and without notice, combine or consolidate any of the accounts maintained by Shard Capital Stockbrokers and off-set any and all amounts owed to, or by, Shard Capital Stockbrokers in such manner as Shard Capital Stockbrokers at its reasonable discretion may determine.
19 The Client warrants and represents that:
investments or other assets supplied by the Client for any purpose shall, subject to the Terms, at all times be free from any charge, lien, pledge or encumbrance and shall be beneficially owned by the Client;v) the information provided by the Client to Shard Capital Stockbrokers is complete, accurate and not misleading in any material respect.
19.1 The above warranties and representations shall be deemed to be repeated each time the Client in the future for the duration of the client relationship provides instructions to Shard Capital Stockbrokers.
- INDEMNITY AND LIMITATIONS OF LIABILITY
20.1 The Client is obliged to compensate Shard Capital Stockbrokers for all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by Shard Capital Stockbrokers as a result of or in connection with:
- i) the Client’s breach of the Terms;
- ii) Shard Capital Stockbrokers taking any of the steps which Shard Capital Stockbrokers is entitled to take in an Event of Default;
unless and to the extent only that such losses, taxes, expenses, costs and liabilities are suffered or incurred as a result of Shard Capital Stockbrokers gross negligence or wilful default.
20.2 This right to compensation shall survive any termination of the Client relationship.
20.3 Without prejudice to Clause 6 Shard Capital Stockbrokers shall not be liable for:
- i) any loss (including consequential and other indirect losses), expense, cost or liability (together referred to as “Loss”) suffered or incurred by the Client as a result of or in connection with the provision of the Services unless and to the extent that such Loss is suffered or incurred as a result of Shard Capital Stockbrokers gross negligence or wilful default;
- ii) any Loss due to actions taken by Shard Capital Stockbrokers according to its rights under the Terms, or;
iii) any consequential or other indirect loss suffered or incurred by the Client whether arising from Shard Capital Stockbrokers negligence or otherwise.
21.1 The Client relationship shall remain in force until terminated.
21.2 The Client is entitled to terminate the Client relationship
immediately by giving written notice to Shard Capital Stockbrokers. Shard Capital Stockbrokers is entitled to terminate the Client relationship. Shard Capital Stockbrokers will provide notice to the Client on a Durable Medium. Termination shall not affect any accrued rights and obligations.
22.1 Without prejudice to any of Shard Capital Stockbrokers other rights under the Terms, in case of a dispute or complaint between the Client and Shard Capital Stockbrokers over a Margin Trade or alleged Margin Trade or any instruction relating to a Margin Trade, Shard Capital Stockbrokers is entitled at its reasonable discretion and without notice to close any such Margin Trade or alleged Margin Trade if Shard Capital Stockbrokers reasonably believes such action to be desirable for the purpose of limiting the maximum amount involved in the dispute. Shard Capital Stockbrokers shall not be responsible to the Client in connection with any subsequent fluctuations in the level of the relevant Margin Trade. If Shard Capital Stockbrokers closes a Margin Trade under this Clause such action shall be without prejudice to Shard Capital Stockbrokers right to contend that such Margin Trade had already been closed by Shard Capital Stockbrokers or was never opened by the Client. Shard Capital Stockbrokers shall take reasonable steps to inform the Client that Shard Capital Stockbrokers has taken such action as soon as practicable after doing so. Where Shard Capital Stockbrokers closes a Margin Trade or alleged Margin Trade in accordance with this Clause, the closing shall be without prejudice to the Client’s rights to open a new Margin Trade, provided that such Margin Trade is opened in accordance with the Terms. When calculating margin or other funds required for such Margin Trade, Shard Capital Stockbrokers is entitled to do so on the basis that Shard Capital Stockbrokers view of the disputed events or instructions is correct.
23.1 If at any time any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Terms under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected.
23.2 Shard Capital Stockbrokers shall not be liable to the Client for any failure, hindrance or delay in performing its obligations under the Terms where such failure, hindrance or delay arises directly or indirectly from circumstances beyond its reasonable control. Such force majeure events shall include without limitation any technical difficulties such as telecommunications failures or disruptions, non-availability of Shard Capital Stockbrokers website e.g. due to maintenance downtime, declared or imminent war, revolt, civil unrest, catastrophes of nature, statutory provisions, measures taken by authorities, strikes, lockouts, boycotts, or blockades, notwithstanding that Shard Capital Stockbrokers is a party to the conflict and including cases where only part of Shard Capital Stockbrokers functions are affected by such events.
23.3 If the Client’s combined exposure in one or more margin trades reaches a level which – in case of an adverse market development – may lead to a significant deficit not covered by the Client’s deposits and/or margin with Shard Capital Stockbrokers, Shard Capital Stockbrokers may in its reasonable discretion (i) increase the margin requirements and/or (ii) reduce the Client’s exposure by closing one or more or all of the client’s open positions.
23.4 Furthermore, Shard Capital Stockbrokers is entitled in its reasonable opinion to determine that an emergency or an exceptional market condition has occurred. Such conditions shall include, but are not limited to, the suspension or closure of any market or the abandonment or failure of any event to which Shard Capital Stockbrokers relates its quote or the occurrence of an excessive movement in the level of any Margin Trade and/or underlying market or Shard Capital Stockbrokers reasonable anticipation of the occurrence of such a movement. In such cases Shard Capital Stockbrokers may increase its margin requirements, reduce the Client’s exposure, close any or all of the Client’s open Margin Trades and/or suspend trading.
23.5 The Client may not assign its rights or delegate any of the Client’s obligations under the Terms or according to any Contract to others whereas Shard Capital Stockbrokers may assign its rights or delegate its obligations to any regulated financial institution.
23.6 For various investments, instruments and groups of Clients, Shard Capital Stockbrokers may provide additional business terms. The Client acknowledges, understands and accepts that:
- i) such business terms made available to Clients shall constitute an addition to the Terms; and
- ii) the Client should not undertake any transaction unless the business terms applicable for such investment, instrument or group of Clients have been understood and accepted.
Transactions undertaken by the Client not withstanding above, shall be deemed as had this sub-clause indeed been complied with.
23.7 The rights and remedies contained in the Terms are cumulative and not exclusive of any rights or remedies provided by law.
23.8 No delay or omission on the part of Shard Capital Stockbrokers in exercising any right, power or remedy provided by law or under the Terms, or partial or defective exercise thereof, shall:
- i) impair or prevent further or other exercise of such right, power or remedy; or
- ii) operate as a waiver of such right, power or remedy.
23.9 No waiver of pleading a default of a clause in the Terms shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of a future breach of the same clause or as authorising a continuation of the particular breach.
23.10 The Client hereby ratifies all transactions with Shard Capital Stockbrokers effected prior to the Client’s acceptance of the Terms and agrees that the rights and obligations of the Client in respect thereto shall be governed by the Terms.
23.11 By accepting the Terms on behalf of a corporation or other legal entity, the person signing represents and warrants that he/she is authorised to act on behalf of such corporation or legal entity and to bind the same to the Terms and all obligations arising hereunder. If at a later stage it becomes apparent that the signatory was not duly authorised to bind the corporation or legal entity, Shard Capital Stockbrokers will have the right to seek restitution from this person. Furthermore, the signatory shall indemnify Shard Capital Stockbrokers against all liabilities, losses, damages, costs and expenses in relation to any claims or actions brought against Shard Capital Stockbrokers as a result of the signatory holding out to be authorised to act and bind any such corporation or legal entity.
23.12 Client shall be able to communicate with Shard Capital Stockbrokers in English or any other language as Shard Capital Stockbrokers may offer from time to time. Shard Capital Stockbrokers may communicate with the Client in English or any other language agreed between the parties.
23.13 The Client accepts that Shard Capital Stockbrokers may be closed on significant European holidays.
RISK DISCLOSURE STATEMENT FOR TRADES IN FOREIGN EXCHANGE AND DERIVATIVES (INCLUDING CFD’S, FUTURES AND OPTIONS)
This brief statement, which constitutes an addition to the Terms, does not disclose all of the risks and other significant aspects of trading foreign exchange and derivatives. In consideration of the risks, you should enter into transactions with the mentioned products only if you understand the nature of the contracts and the contractual legal relationship into which you are entering and the extent of your exposure to risk. Transactions in foreign exchange and derivatives are not suitable for many members of the public. You should carefully consider whether transacting is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.
FOREIGN EXCHANGE AND DERIVATIVES
- Effect of “Leverage” or “Gearing”Transactions in foreign exchange and derivatives carry a high degree of risk. The amount of initial margin may be small relative to the value of the foreign exchange or derivatives contract so that transactions are “leveraged” or “geared”. A relatively small market movement will have a proportionately larger impact on the funds you have deposited or will have to deposit; this may work against you as well as for you. You may sustain a total loss of initial margin funds and any additional funds deposited with Shard Capital Stockbrokers to maintain your position. If the market moves against your position and/or margin requirements are increased, you may be called upon to deposit additional funds on short notice to maintain your position. Failing to comply with a request for a deposit of additional funds, may result in closure of your position(s) by Shard Capital Stockbrokers on your behalf and you will be liable for any resulting loss or deficit.
- Risk-reducing Orders or StrategiesThe placing of certain orders (e.g. “stop-loss” orders, where permitted, or “stop-limit” orders), which are intended to limit losses to certain amounts, may not be adequate given that markets conditions make it impossible to execute such orders, e.g. due to illiquidity in the market. Strategies using combinations of positions, such as “spread” and “straddle”’ positions may be as risky as taking simple “long” or “short” positions.
ADDITIONAL RISKS COMMON TO FOREIGN EXCHANGE AND DERIVATIVE TRANSACTIONS
- Suspension or Restriction of Trading and Pricing RelationshipsMarket condition (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g., the sus-pension of trading in any contract or contract month because of price limits or “circuit breakers”) may increase the risk of loss by making it difficult or impossible to effect transactions or close/ offset positions.
Normal pricing relationships between the underlying asset and a derivative do not always exist. The absence of an underlying reference price may make it difficult to judge “fair” value.
- Deposited Cash and PropertyYou should familiarize yourself with the protections accorded the Security you deposit by way of money or other assets in domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which you may recover your money or other assets is governed by the legislation and local rules in the country at which location the counterparty acts.
- Commission and Other ChargesBefore you begin to trade, you should obtain a clear explanation of all commission, fees and other charges for which you will be liable. These charges will affect your net profit or loss.
- Transactions In Other JurisdictionsTransactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose you to additional risk. Such markets may be subject to regulation, which may offer different or diminished investor protection. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected.
- Currency RisksThe profit or loss in transactions in foreign currency-denominated contracts in another currency than your account currency will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to the account currency.
- Trading FacilitiesMost open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. Your ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or member firms. Such limits may vary.
- Electronic TradingTrading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If you undertake transactions on an electronic trading system, you will be exposed to risks associated with the system including the failure of hard-ware and software. The result of any system failure may be that your order is either not executed according to your instructions, is not executed at all and a lack of capability to keep you informed continuously about your positions and fulfilment of the margin requirements.
These terms are applicable from September 01, 2013 and shall remain effective until a more recent version is released. The prevailing version of the Terms is always available at www.shardstockbrokers.com