|
 |
 |
|
|
| |
ALEXANDER SECURITIES LIMITED - TERMS OF BUSINESS
This Terms of Business (the ’Terms’) document defines the basis on which Alexander Securities Limited will provide you with certain services. These Terms create a contractual relationship between you and Alexander Securities Limited and are legally binding. These Terms will take effect when you first undertake business with Alexander Securities Limited and you will be deemed to accept these Terms and to consent to our Execution Policy (see section 20) every time you enter into a transaction with us. Certain of our services are subject to separate terms and conditions and in the event of a conflict, those service-specific terms shall prevail. Any reference in any documentation between you and us to an earlier version of these Terms, shall, from the date these Terms take effect, be read as a reference to these Terms or to the relevant or corresponding part thereof. The Terms shall apply to youregardless of your jurisdiction to the extent that they are not incompatible with your local legal and regulatory requirements.
1. OUR SERVICES
We may provide you with dealing services on a principal or agency basis in respect of fixed income securities, corporate loans and trade claims. These Terms apply to all methods or mechanisms used to provide our services to you, including, where applicable, electronic mechanisms and systems. All business conducted will be OTC on a ‘request for quote basis‘, unless otherwise agreed prior to receipt of your instruction. This website provides further details of the nature of the services which Alexander Securities Limited provides its clients.
2. YOUR CAPACITY
2.1 For the purposes of the FSA Rules we will treat you as an eligible counterparty. You shall notify us immediately if at any point you cease to fall within such definition.
2.2 You may be entitled to request a different client classification. The FSA Rules allow you to request classification with a higher degree of protection when we have classified you as an Eligible Counterparty, but please note that we would be unable to accede to a request to categorise you as a retail client because we do not contract with retail clients.
2.3 You represent, warrant and undertake to us that, both at the date of these Terms and at the time of any transaction we may enter into with or for you:
- you have full power and authority, as well as all necessary licences, authorisations, consents and approvals to enter into these Terms and to instruct us to execute or arrange any transaction in Investments and to perform all your obligations hereunder;
- you have adequate resources to enter into and perform any such transaction which you decide to undertake;
- these Terms and any transactions entered into hereunder are your valid and binding obligations enforceable against you in accordance with these Terms, subject to bankruptcy or other applicable laws;
- by entering into these Terms and any transactions hereunder, you will not violate any applicable rule or law;
- all information you have given to us is true and complete and any changes to the information given to us will be promptly notified to us;
- you will ensure that all relevant investments or any documents of title and/or transfer forms and/or any relevant payments are delivered, paid or transferred to us or to whomever we may direct in sufficient time on or before the contractual settlement date to enable us to settle the transaction in accordance with market requirements;
2.4 You shall provide us with such information as we require to comply with all FSA
Rules and all applicable anti-money laundering rules and regulations. You warrant that, to the best of your knowledge and belief, any information provided to us by you is complete, accurate and not misleading in any material respect and you agree to notify us should such information change in any material respect.
2.5 For the avoidance of doubt it is agreed that Alexander Securities Limited will not assess the suitability of any investment or service provided or offered to you and you will therefore not benefit from the protection of FSA´s rules on assessing suitability.
2.6 As an Eligible Counterparty you are deemed to have the necessary knowledge and experience to understand the risks involved in any investment or service provided or offered to you by Alexander Securities Limited.
2.7 When making a decision to deal in investments, you should consider the risk inherent in those products, and in any services and strategies related to them. Your assessment should include a consideration of a variety of potential risks including those relating to credit, the market, liquidity, interest rate, insolvency, foreign exchange contingent liabilities, execution venue, legal and tax issues.
3. OUR CHARGES AND COMMISSION
3.1 Unless otherwise agreed and where we are not acting as principal, you will be responsible for our charges, which will be levied in accordance with our rates in effect at the time the charges are incurred or as otherwise notified to you, verbally or in writing prior to dealing. Any alteration to these charges will be notified to you at or before the time of the change.
3.2 We may, to the extent permitted by the FSA Rules, share our charges or commission with, or receive remuneration from, intermediaries introducing business to us, associated companies or other third parties.
3.3 Unless otherwise agreed in writing, you will be responsible for the payment of any brokerage fees, transfer fees, registration fees, stamp duty and any other applicable taxes (including all sales tax, which shall be charged in addition to our fees at the applicable rate from time to time), and all other liabilities, charges, costs and expenses payable in connection with transactions effected or services provided by us on your behalf.
3.4 All amounts payable by you shall be due on demand without set-off, counterclaim or deduction.
3.5 In the event that we become liable to any third party for any interest, fee or other amount whatsoever due to your default, you shall pay all such amounts to us on demand and shall indemnify us against the same and all associated costs and expenses and hold Alexander Securities Limited harmless.
4. REPORTING TO YOU
4.1 You will be deemed to have received a trade confirmation or other notification from us at the time of the conversation in respect of a verbal notification or confirmation and in the case of notification or communication by facsimile or other electronic means (including Bloomberg), the same day, otherwise not more than three business days from the date of despatch.
4.2 You will notify us immediately upon receipt if you are not in agreement with any trade confirmation or other notification from us. In the absence of such immediate notification by you, the trade confirmation or notification will be binding on you.
5. INSTRUCTIONS
5.1 You may communicate your dealing instructions to us verbally or in writing (including by telephone, Bloomberg, email, letter, fax or other electronic means). All instructions must be received by us during normal business hours allowing sufficient time for us to act upon them. Any instruction is transmitted at your own risk. We shall not be liable for any loss suffered on account of any instruction not being received by us.
5.2 You agree that acceptance of an instruction to withdraw or amend an existing instruction is always strictly subject to our sole and absolute discretion and, in any event, our receiving the instruction in time for the appropriate action to be taken prior to our having acted on your instruction.
5.3 You agree that we may, in our reasonable discretion, refuse to accept an order or any other instruction for your account.
5.4 We shall be entitled to rely on and treat as binding upon you any instructions which we believe to be from you or from your agent which we have accepted in good faith. No liability shall attach to us if an instruction which we have accepted and acted upon bona fide is subsequently discovered to have been forged, falsified or amended without your authority.
5.5 You agree that all telephone conversations, which we may have with you (or any third party), may be recorded without the use of a warning tone and such recordings may be used as evidence in the event of a dispute. Such recordings will be our sole property and will be accepted by you as conclusive evidence of instructions received from you.
5.6 Any information or advice (whether oral or written) given by us, or any director, officer, employee or agent of ours you shall be given in good faith. Where information prepared by our sales personnel, such as sales notes, is provided to you, it will not necessarily reflect our view and its accuracy is not guaranteed. Such information will not have been reviewed or approved by or in conjunction with our researchers (if any). Therefore it may not be relied upon as such.
5.7 When we accept a dealing instruction from you we will seek to action it as soon as reasonably practicable in the circumstances.
5.8 We may aggregate your enquiry with an enquiry of another client of ours. The effect of this aggregation may work to your disadvantage on some occasions.
6. POWER TO SELL OR CLOSE OUT
6.1 If, at any time we have any reason to believe that you may be unable or unwilling to meet any liabilities which you have incurred to us or which we may have incurred on your behalf or to comply with any other obligations we shall be entitled (and are hereby irrevocably authorised by you) to take all or any of the following actions without prior notice to you:
- sell any investments bought on your behalf but for which you have not paid on or before the relevant settlement day; and/or
- close or rescind open positions on your account. Which we may also do, without limitation, if any cash or investments have not been delivered by you as required on or before the relevant settlement day; and/or
- take any other steps (whether or not similar to the above) we may consider to be necessary to meet any obligations which you have to protect our position.
6.2 Any costs or losses incurred by us in effecting any or all of clauses 6.1 will be paid by you to us on demand.
6.3 Any restrictions on our power to sell or otherwise deal with assets of yours charged to us or held by us, contained in the Law of Property Act 1925 or any other applicable law are, to the extent permitted by law, excluded.
7. SETTLEMENT
7.1 Unless otherwise specifically agreed with you, settlement of all transactions with or for you must be made in accordance with the usual terms for settlement of the appropriate exchange, market or clearing house where applicable and/or market convention.
7.2 Unless we expressly agree to the contrary, all amounts of every kind which are payable by you to us and vice versa in relation to the settlement of trades will be payable on delivery against payment basis.
7.3 We are not obliged to settle any transactions whether we are acting as principal or as agent or account to you unless and until we (or our settlement agents) have received all necessary documents and cleared funds. Our obligations to deliver investments to you or to your account or to account to you for the proceeds of the disposal of investments are conditional on prior receipt by us of appropriate documents or cleared funds from you.
7.4 In the case of securities which have already been committed to a take-over offer, settlement may be delayed if the transaction can only be completed with securities issued by the offeror.
7.5 You will indemnify us and our members, employees and agents against any cost, loss, liability, penalty or expense arising from your failure to deliver securities or funds to us when they are due.
7.6 We shall be entitled, without prior notice to you, to make the currency conversions necessary or desirable for the purposes of fulfilling your trading obligations. Any such conversion will normally be made by us, as principal, at a rate which reflects the size, liquidity and timing of the transaction. We shall disclose to you the relevant rate on the contract note or confirmation but will be entitled to retain any profit we or any associate may derive from the transaction. Any foreign exchange risk arising from any contract, our compliance with our obligations or any exercise of our rights under this Agreement shall be borne by you.
7.7 In order to effect transactions for you, you confirm that we may (subject to an obligation to account to you for property of the same nature and description but not necessarily identical to the property originally delivered to us and subject to our other rights under this Agreement) without prior notice to you deposit, charge or pledge any collateral you may deliver to us to any exchange, clearing house, broker or other third party on terms that such third party may enforce such deposit, charge or pledge in satisfaction of any obligations that we may incur to such third party or of any such obligations incurred by you or by any other client.
8. CONFLICTS OF INTEREST
8.1 In accordance with the FSA Rules we have in place arrangements to manage conflicts of interest that arise between ourselves and our clients and between our different clients and therefore ensure that risks of damage to your interests will be prevented.
8.2 Your attention is drawn to the fact that when we enter into or arrange a transaction for you we, or some other person connected with us, may have an interest, relationship or arrangement that is material in relation to the transactions, investments or service concerned and you agree that we shall not be obliged to disclose this to you or to account to you for any profit.
9. MARKET ABUSE
9.1 You agree that you will not deliberately, recklessly or negligently by act or omission engage in market abuse (within the meaning of Part VIII of the Financial Services and Market Act 2000 or insider dealing (within the meaning of Part V of the Criminal Justice Act 1993) or require or encourage another to do so or otherwise contravene any similar requirement under any applicable law.
10. RIGHTS OF SET-OFF AND RETENTION OF YOUR FUNDS
10.1 To the extent that we are duly authorised to do so by the FSA, Alexander Securities Limited shall be entitled at any time to retain or make deductions from or set-off amounts on credit balances which we owe to you or you owe to us in order to meet any liabilities which you may have incurred to us or which we may have incurred on your behalf for example sums to be paid in settlement of transactions, settlement of our fees, commissions or charges, any interest payable to us, payments to us pursuant to any indemnity.
11. DEFAULT REMEDIES
11.1 If any of the following happens:
- you fail to make any payment due to us or to deliver any securities due to us; or
- you fail to perform any other obligation owed to us; or
- any representation or warranty you make to us proves false or misleading; or
- you become unable to pay your debts as they fall due or become insolvent or bankrupt
then we shall be entitled, without prior notice to you, to take any or all of the following actions and in all cases you will immediately indemnify us on demand for any losses, costs or expenses which we suffer or incur as a result:
- to treat any or all outstanding transactions between you and us as having been terminated;
- to sell any or all of the investments or other property which we or our settlement agent are holding or are entitled to receive on your behalf and to apply the proceeds in or towards satisfaction of any obligation or liability you may have to us (including any contingent or prospective liability);
- to set off any obligation we owe to you, and/or to apply any cash we hold for your account, against any obligation or liability you may have to us (including any contingent or prospective liability);
- to close out, replace or reverse any transaction, enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any contracts, positions or commitments;
- to terminate the Agreement.
12. LIABILITY
12.1 We shall not be liable for any loss of opportunity whereby the value of your account may have been increased nor for any reduction in the value of your account as a result of market movements. We shall not be liable for the taxation consequences of any transaction nor shall we be liable for taxation charges arising for any reason.
12.2 Neither we nor our members, officers, employees, nor any of our agents shall be under any liability whatsoever for any loss or damage sustained by you as a result of or in connection with the services to which these Terms apply except insofar as and then only to the extent that such loss or damage is caused by negligence or wilful default save to the extent that to do so would constitute a breach of a duty or liability Alexander Securities Limited would have to you under the regulatory system.
12.3 Neither we nor our members, officers, employees shall be liable for any loss arising from any act or omission of any agent or third party who performs services except to the extent that such loss is caused by negligent wilful default or fraud in the selection of such agents or third parties on the part of us or our members, officers, employees or agents.
12.4 Nothing in these Terms will:
- exclude or restrict any obligation we may have to you, nor any liability we may incur to you, in respect of a breach by us of the FSA Rules; or
- exclude or restrict to an extent prohibited by law any duty or liability we may have to you.
12.5 You irrevocably and unconditionally agree to indemnify us or our members, officers, employees or agents on demand and keep us fully and effectively indemnified against any claims, liabilities or expenses of any kind which may be incurred by us. However, this indemnity shall not apply to any loss or liability to the extent it arises or results from our negligence or wilful default or any contravention by us of the FSA Rules.
13. COMPLAINTS
13.1 If you have a complaint about us you should raise it in the first instance with your primary contact person at Alexander Securities Limited who is acting for you. We will
endeavour to resolve it informally. If however you are not satisfied with the response of that representative you may raise the matter with our Head of Compliance.
13.2 If you wish to make a formal complaint this should be made in writing and addressed to our Head of Compliance. Your formal complaint will then be investigated internally.
14. DATA PROTECTION AND CONFIDENTIALITY
14.1 You acknowledge that we, and yourselves may obtain information (including personal data and sensitive personal data, each as defined in the Data Protection Act 1998).
14.2 We and you will each treat as confidential (both during and after the termination of the relationship between you and us) any information learned about the other, its investment strategy or holdings or products or services except as otherwise agreed, shall not disclose the same to any third party without the other‟s consent.
14.3 You consent to disclosure by us to the FSA, any relevant exchange, or any other regulatory body or authority in the United Kingdom or elsewhere of such information (including, without limitation, information relating to your transactions and accounts) relating to services provided to you as may be requested by them or that we may otherwise be required to disclose.
14.4 Notwithstanding anything to the contrary, you specifically authorise that we may use, store or otherwise process any such information (whether provided electronically or otherwise) to provide services to you.
14.5 You acknowledge and agree that in doing so, we may transfer or disclose such information to any other third party wherever located in the world. Such parties may include those who provide services to us or act as our agents.
14.6 If any personal data or sensitive personal data belonging to any of your directors, employees, officers, agents or clients is provided to us you agree to indemnify us against any loss, costs or expenses arising out of any breach of this representation.
15. GENERAL PROVISIONS
15.3 No delay or failure by either party to exercise any of its powers, rights or remedies will operate as a waiver of them nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver, to be effective, must be in writing.
15.4 You may not assign any of your rights or obligations under these Terms to any other person without our prior written agreement. We may assign our rights or obligations to any of our associated companies or to any person or entity who may acquire the whole or any part of our business or assets.
15.5 No person who is not a party to these Terms may enforce any of these Terms or rely on any exclusion of limitation contained in these Terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.6 If any provision or term of these Terms or any part thereof shall become or be declared illegal, invalid, or unenforceable for any reason whatsoever, such term or provision shall be divisible from these terms and shall be deemed to be deleted from these Terms provided always that if any such deletion substantially affects or alters the commercial basis of these Terms, we reserve the right to amend and modify the provisions and the terms of the agreement in such fashion as may be necessary or desirable in the circumstances.
15.7 We may, from time to time amend these Terms (to the extent permitted by the FSA Rules) and/or the policies referred to herein on our Website, make such modifications, amendments and additions to these Terms as we consider necessary or desirable including those required to comply with any applicable law or the requirements of any governmental or other regulatory body or to comply with the rules of an exchange or clearing house. All such modifications, amendments or additions shall have immediate effect.
16. FORCE MAJEURE
We shall not be in breach of our obligations if there is any total or partial failure of performance of our duties and obligations occasioned by any act of God, fire, act of government or state, war, terrorism, civil commotion, insurrection, embargo, inability to communicate with market makers for whatever reason, failure of any computer dealing or settlement system, prevention from or hindrance in obtaining any energy or other supplies, labour disputes of whatever nature or late or mistaken delivery or payment by any bank or counterparty or any other reason (whether or not similar in kind to any of the above) beyond our control.
17. TERMINATION
17.1 You may terminate these Terms at any time by written notice to us subject to your having no outstanding obligation to us. In addition we may terminate the Terms at any time by written notice to you.
17.2 Termination shall not affect your obligation to settle transactions effected prior to the date of termination and shall not prejudice any right or obligation that may already have arisen. We shall also continue to have the right to disclose information where required to a UK or overseas regulator and the confidentiality provisions set out herein shall continue without limit.
18. NOTICES
18.1 All notices between us shall be in writing and may be served personally, by facsimile or by first class post at the address set out on our website.
18.2 With the exception of dealing instructions to us notices shall be deemed to have been served three (or, in the case of overseas clients, seven) business days after having been posted, or if sent by facsimile or other electronic means, one business day after transmission provided a successful transmission report is achieved and a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next business day.
19. GOVERNING LAW AND JURISDICTION
19.1 The courts of England shall have exclusive jurisdiction to settle any and all disputes which may arise out of or in connection with the Agreement. Nothing contained in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction.
19.2 The provisions of the Agreement shall be governed by English law.
20. EXECUTION POLICY
20.1 As an Eligible Counterparty you will not be entitled to best execution under the UK Financial Services Authority (“FSA”) or equivalent EU rules. This is in accordance with Article 24 of MiFiD which provides that the best execution obligation under Article 21 will not apply.
20.2 In the wholesale over the counter (“OTC”) markets in which Alexander Securities Limited operates, buyers and sellers conventionally “shop around” by approaching several dealers for a quote and in these circumstances there is no expectation between the parties that the broker/dealer chosen will owe best execution. We will assume that this is your normal behaviour unless you advise us to the contrary. Alexander Securities Limited acts as an execution only broker and where you provide us with a specific instruction in relation to your entire order, or any particular aspect of your order, we will execute the order in accordance with your instructions. However, please note that in following your instructions, we will be deemed to have taken all reasonable steps to provide the best possible result for you in respect of the order, or aspect of the order, covered by your specific instructions. |
