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

Otkritie Securities Limited
Terms of Business For Professional Clients
and Eligible Counterparties
Services as we may agree from time to time (the “Services”). In accordance with the rules of the relevant
Exchange and/or clearing house we will determine whether to effect any Transaction with you as principal, as
agent or partly as principal and partly as agent. For the purposes of the London Metals Exchange, in relation to
this clause, all Transactions are undertaken on a principal-to-principal basis. The complete guide to the direct
market access to the London Metal Exchange through us is available on www.otkritie.com. 2
4.2. You may not engage in any type of Service until expressly authorised by us. We shall have the right to
assign limits of any Transaction which you may carry with us or through us at any time, and, if communicated
to you, require you to reduce Transactions carried with us or through us and shall also have the right to refuse
to accept orders to establish new Positions as a result of your orders, whether or not such refusal, reduction or
limitation is required by Applicable Regulations.
4.3. We may provide investment advice to you in the form of personal recommendations. We shall not owe
to you any duty to advice as to the merits of the risks involved in any of Transactions. You shall make your
own assessment of the Transaction and exercise your own judgement on the merits of the Transaction. Where
we provide Investment Advice
(i) you agree to provide us with such information regarding your investment objectives so as to enable us to
make a personal recommendation that is suitable for your needs;
(ii) we agree to provide you with a personal recommendation that as far as is reasonably practicable will
achieve the outcome indicated by you taking into account specific instructions given by you;
(iii) we shall be entitled to assume that in relation to any proposed Transaction where investment advice has
been provided, you have the necessary level of knowledge and experience in order to understand the risks
involved in the proposed Transaction;
In this regard you should note that if we merely explain the terms of an investment or its performance
characteristics this does not of itself amount to advice on the merits of a Transaction in the investment or on
the legal or tax status or consequences. To the extent that we are required by the FSA Rules to assess
whether a Transaction is appropriate for you, we will, for the purposes of any such appropriateness
assessment, rely on the information that you have supplied to us.
4.4. All investments are subject to risk and the degree of risk is a matter of judgement and cannot be
accurately pre-determined. We give no warranty as to the performance or profitability of your account with us
or your investments or any part thereof. Your attention is drawn to the specific risk disclosures which are set
out in the Appendix 1.
4.5. We may delegate the performance of any of the Services to one of our Affiliates and/or to such other
person(s) as we may think fit. We may also employ such agents as we select on such terms as we consider
appropriate. We may, where we consider it appropriate, enter into clearing arrangements with clearing brokers
or clearing members of a particular Exchange. The terms of our clearing arrangements with such agents
(including any exclusions or limitations of liability) will be binding on you and may be directly enforced against
you by such agents.
4.6. We are authorised by you to do anything which we consider necessary or appropriate either to provide
the Services (including but not limited to acting as your agent and delegating our authority as your agent to
another) or to comply with any applicable laws or regulations.
4.7. We will not be responsible for the provision of any tax or legal advice in relation to the Services.
4.8. We will treat you as our client and save as expressly stipulated by the FSA Rules or as we may
otherwise agree, we have no obligation and accept no liability to any other person for whom you may be acting
as an agent, intermediary or fiduciary (whether or not the existence or identity of such person has been
disclosed to us). Where you are acting in one of the aforesaid capacities on behalf of another or others, you
represent, warrant and agree that:
4.8.1. You have full power and authority to instruct us upon these Terms;
4.8.2. You have no reason to believe that such person(s) will not be able to perform any settlement
obligation hereunder;
4.8.3. You have obtained and recorded evidence of the identity of such person(s) or any underlying principal
of such person(s);
4.8.4. You will provide us with such information as we may reasonably require in relation to these Terms,
including all information required to comply with all FSA Rules and all applicable anti-money laundering
rules and regulations; and
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