OSL Terms of Business for Professional Clients and ... - Otkritie

Otkritie Securities Limited
Terms of Business For Professional Clients
and Eligible Counterparties
SECTION G: AGENCY TERMS
1. Application and Scope
1.1 The Terms of this Section set out the basis on which we will provide the services referred to in the Terms
of Business to you where you are acting as agent for an Underlying Customer. Where you are acting for your
own account these supplemental terms shall not apply.
1.2 Upon your request, we may, in respect of each Underlying Customer, establish and maintain one or more
separate sub-accounts.
For the purpose of this Section, “Underlying Customer” shall mean any your underlying customer agreed by us
from time to time on behalf of which you are to enter as agent into Transactions with us; and where an
Underlying Customer does not constitute a single legal person, means the trustees, individuals or other
persons who are the primary representatives of the organization, trust or fund on whose behalf they are
dealing.
You will be required to provide us with information necessary to settle the related Transactions we enter as a
result of your order (in the form attached as Appendix 5 to the Terms of Business).
You undertake, as agent for the relevant Underlying Customer and on your own behalf, in respect of each
instruction given, to specify the sub-account to which the relevant instruction relates.
1.3 Unless we agree otherwise in writing, we shall treat you alone as our customer and we shall not treat any
Underlying Customer as our customer for the purposes of the FSA Rules.
1.4 We shall, subject to these terms, administer sub-accounts which we reasonably believe relate to different
Underlying Customers separately. We shall not exercise any power to consolidate accounts or set off amounts
owing between sub-accounts relating to different Underlying Customers.
1.5 You agree to forward to an Underlying Customer any documentation in relation to such customer that we
are required to provide under the FSA Rules and which we make available to you for that purpose.
2. Advice Limitations
You, as agent for the Underlying Customers and on your own behalf, retain full responsibility for making all
investment decisions with respect to any Underlying Customer. We will not be responsible for judging the
merits or suitability of any Transaction to be entered into on behalf of an Underlying Customer.
Unless otherwise required under Applicable Regulations, we shall have no responsibility for your or any
Underlying Customer's compliance with any laws or rules governing or affecting your conduct or that of any
Underlying Customer, or for your or any Underlying Customer's compliance with any laws or rules governing or
affecting Transactions.
3. Representations, Warranties and Covenants
3.1 As agent for each Underlying Customer and on your own behalf, you represent and warrant to us as of
the date of the Terms of this Section come into effect and as of the date of each Transaction, that:
(a)
(b)
(c)
you and your Underlying Customer each have all necessary authority, powers, consents, licenses
and authorizations and have taken all necessary action to enable you lawfully enter into and perform
the Terms of this Section, the Terms of Business and each Transaction and to grant the security
interests and powers referred to in the Terms of this Section and the Terms of Business;
the person(s) entering into the Terms of this Section and each Transaction under it have been duly
authorized to do so;
the Terms of this Section, the Terms of Business and each Transaction and the obligations created
under each of them are binding upon, and are enforceable against, you and your Underlying
Customer in accordance with their terms and do not and will not violate the terms of any regulation,
order, charge or agreement by which you or your Underlying Customer is bound;
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