Terms of Brokerage

Terms of Services for Financial Instruments under MiFID II

These Terms of Services (the “Terms”) define the conditions under which SFI Markets B.V. (“SFI”) is responsible for providing its services related to financial instruments under MiFID II. It contains an overview of certain market conventions and practices adopted by SFI, however it does not constitute an exhaustive summary of all practices. In the event of conflict arising between any translation and this original English document, this English document will prevail.

1. Effective Date of these Terms.

1.1 These Terms are effective from 5 September 2018.

1.2 These Terms supersede any existing terms and/or terms of brokerage which may previously have been sent to you by SFI.

1.3 Unless otherwise agreed in writing, these Terms apply to all services provided by SFI.

1.4 SFI is entitled to change these Terms any Time. Changes will be made available through the website immediately.

2. Client Categorization.

2.1 Due to the type of services provided by SFI to clients under these Terms, SFI is obligated under the Financial Supervision Act (Wet op het financieel toezicht/Wft) to classify the type of client.

2.2 Based on the information available to SFI, the client has been categorized as either an Eligible Counterparty, Professional client or non-professional client.

2.3 The client acknowledges that a re-classification is possible and accepts, that all services offered by SFI may not be available to all types of client classifications.

2.4 The client agrees and acknowledges, that it is the responsibility of the client to inform SFI of any changes, which could affect its client categorization.

3. Scope of Services & Capacity

3.1 SFI provides brokerage services to its clients by acting as an intermediary or arranger of transactions to facilitate the agreement between principals, sometimes introducing a clearing counterparty to consummate a transaction. Unless otherwise agreed in writing, these Terms apply to all services related to MiFID II instruments provided by SFI.

3.2 SFI may decide to effect a transaction with a client as a principal (which means, where a client buys or sells an instrument, it is bought from SFI or sold to SFI), as agent or in a combination of agent and principal.

3.3 The client is assumed to be acting in the role of principal in relation to the Terms and any transaction effected under these Terms, unless otherwise agreed in writing.

3.4 SFI does not provide any advice to the client on any matter related to tax, accounting or legal advice and SFI does not serve as a fiduciary to its clients, who must decide for themselves whether to enter into a transaction.

3.5 SFI does not hold any funds from clients.

4. Best Execution

4.1 The client accepts and acknowledges, that the best execution requirements set out under MiFID II are not applicable for Eligible Counterparties, however SFI strives to apply its ambitions of ethical and professional behavior to any offering and service.

4.2 Eligible Counterparties are not entitled to certain of the protections provided for in MiFID II; such as a) restrictions on the payment or receipt by SFI of any inducements, b) obligation of best execution in respect of any orders, c) requirements of assessing appropriateness of products and services, d) requirement of SFI to act in the best interest of the client and e) the obligation to take all sufficient steps to obtain best possible result when executing orders.

4.3 Professional clients are not entitled to certain protection afforded to retail clients under MiFID II, such as a) requiring additional information to assess the appropriateness of certain services, b) imposing requirements as to the form, content and timing of certain information provided to retail clients.

4.4 The Execution Policy of SFI is the framework for Best Execution within SFI.

5. Fees, Charges & Price Disclosure

5.1 The client accepts and acknowledges that any transaction effected by SFI with the client as principal may have a mark-up or mark-down or be subject to a dealer spread in its pricing, which may result in additional compensation or equivalent to SFI.

5.2 The client accepts, that in NGU transactions SFI may charge a fee, which is separate from the transaction price. Furthermore, the client accepts that in principal markets, where SFI introduces a clearing counterparty, SFI may charge a fee in form of a spread between the buy and sell transaction price.

5.3 The client agrees and accepts, that for certain products a fee may be charged to both parties to the transactions and for other services a fee is charged to only one party to the transaction.

5.4 The client agrees and accepts, that any fine and/or penalty SFI is charged for a bond settlement later than t+2 as a result from an overdue delivery from a seller, will be charged to that seller.

5.5 SFI will disclose to the client information relating to costs, fees and charges where required to do so under applicable laws(s) and regulation(s). The client acknowledges and accepts, that SFI may provide limited disclosure of costs and charges information where permitted to do so under applicable law(s) and regulation(s).

6. Settlement and payment

6.1 Unless agreed otherwise in writing, whenever a transactions is done, which includes a settlement, all amounts which are payable to SFI and vice versa will be payable on a delivery versus payment basis.

6.2 For NGU-transactions, an invoice will be sent after the deal is confirmed. The fee paid to SFI may be negotiated on a deal by deal basis or be charged immediately after the invoice has been sent.

7. Anonymity and Disclosure

7.1 The client acknowledges and accepts, that in accordance with general market practice, in Name Give-Up (“NGU”) transactions, SFI generally operates in an anonymous fashion prior to the point of conclusion of the transaction. Counterparty names are only disclosed once the parameters are agreed and the counterparties have consented to disclosure in order to complete the transaction. Upon disclosure, the client accepts, acknowledges and agrees that the counterparties are committed to the transaction subject only to credit approval and the involved parties may not unreasonably withhold or delay that approval.

7.2 In matched principal markets, SFI employs reasonable efforts to maintain the confidentiality and anonymity of the identity of clients involved in or contemplating participating in a transaction. Similarly, in NGU markets, SFI seeks to employ reasonable efforts to maintain anonymity during the pre-matching period, and during the post-trade period, it will generally disclose the identity of a client participating in a trade only to the other participants in that trade.

7.3 There may be circumstances where the identity or creditworthiness of a client is a material term of the transaction or price that could adversely affect the broker’s ability to reflect an accurate market. In such situations, SFI reserves the right without prior notice to disclose the identity of a client to the extent it reasonably believes such information could constitute a material term for another party contemplating participating in such a transaction.

8. Confidentiality

8.1 SFI and the client undertake to keep all information received in connection with the services provided under these Terms confidential and not to disclose any such information to any third party except as permitted under these Terms; or agreed between the Parties; or is required or permitted to under law.

8.2 The client agrees that SFI may disclose information to: a) any regulatory authority, b) any exchange or clearing house, c) any request under legal enactment, d) in any event where SFI is required to or reasonably believes it necessary to disclose for the purpose of compliance with applicable laws or in relation to the prevention of crime.

9. Recording of phone calls

9.1 The clients accepts, that SFI records all telephone conversations conducted with its clients and such recordings may be used for the purpose of, amongst others, the administration and establishment of orders and instructions, training- and control and as evidence in the event of a dispute. By conducting business with SFI the clients and its employees consent to this recording. The clients must notify its employees of this consent and obtain their consent to the recording if required by law. The recordings will be destroyed after time.

10. Instructions

10.1 The clients authorizes SFI to rely on any instructions given to SFI by persons, who SFI reasonably believes to be acting with authority on behalf of the clients. SFIis not obligated to monitor whether a particular employee or representative of the clients is duly authorized to provide instructions.

11. Data

11.1 The client declares that he is aware and agrees that SFI processes data, which might include personal data (jointly referred to as: the “Data”), that was obtained from the client for the purpose of the services provided.

11.2 Client hereby explicitly gives permission to SFI to disclose the Data to third parties, such as supervisory authorities, when there is a legal obligation to do so. Client commits himself to provide SFI with any information that is necessary on legal grounds and vouches for the correctness of that information.

11.3 The client acknowledges and accepts that SFI may provide information required under applicable law(s) and regulation(s) in a manner, which is not personally addressed to the client by the means of a website, and SFI may use its website to provide other information to the client, such as, but not limited to, risk disclosures relating to the services of SFI.

11.4 SFI may send notices and information by email. It is the responsibility of the client to ensure that its contact details as registered with SFI are always up to date.

11.5 SFI is allowed to process the Data of its clients, including that of any representative.

11.6 The client hereby explicitly gives permission to SFI to use the Data for the purpose of engaging in, managing and executing transactions and any other relationships resulting from such transactions. Client has the right to request a summary of the personal data processed about him. Client has the right to have his personal data rectified, deleted or blocked, if the personal data is factually incorrect, incomplete for the purpose or purposes of processing, not relevant or are otherwise processed in conflict with a statutory provision. Client also explicitly gives permission to SFI, and any associated entities, to use his personal data for the purpose of marketing, risk management, analysis of markets and statistics and the global vision of clients (without resulting in any obligation for SFI). Clients may protest against this use at any time without any costs at the below mentioned address.

11.7 Processing Data includes collecting, storing and using the Data; both personal data as well as data related to the services and transactions between the client and SFI.

11.8 The processing of the Data can be outsourced by SFI to, for example, a publicity agency or a company that takes care of (a part of) the administration. These parties are processors in the sense of the General Data Protection Regulation (2016/679). SFI and the processor will keep each other posted on any possible changes in the Data to make sure that all Data that is being processed is up-todate at all times.

11.9 For more information on how SFI treats personal data, a reference is made to the privacy statement on the website.

12. Reporting

12.1 The client acknowledges and agrees, that where SFI concludes a transaction with a client, SFI may report details regarding the transaction and the clients where required under law to e.g. trading venues and national regulatory authorities.

12.2 The clients acknowledges and accepts that where SFI concludes a transaction with a client outside a trading venue and where the clients is an investment firm under the definitions of MiFID II and where the transaction is subject to publication under MiFIR, the party acting as the seller shall arrange to make public the information required under applicable law(s) and regulation(s).

12.3 In transactions concluded outside a trading venue and the clients is the buyer and the client is a Systematic Internalizer in a particular financial instrument, the client shall arrange to make public the information required under applicable law(s) and regulation(s).

13. Short-selling

13.1 The client confirms, that whenever the client is selling a financial instrument, the client is considered to already own and possess the financial instrument to be sold. The client is required to inform SFI if it intends to short-sell and the client accepts that SFI shall have the right to refuse the order and/or transaction.

14. Bribery, Corruption and Money Laundering Prevention

14.1 All services provided by SFI are subject to any applicable requirements relating to bribery, corruption, terrorist financing, fraud, tax evasion and/or money laundering prevention and SFI provides these services to its clients under the assumption that clients are complying with all such legal requirements. SFI is entitled to immediately terminate the provision of services, without judicial intervention and without being liable for damages due to the early termination, to clients which do not comply with such legal requirements.

15. Conflict of Interest

15.1 The business model and services of SFI are built on high level of knowledge, expertise and trust and consequently SFI treats all sensitive information with due care and have a framework in place through its internal code of conduct to ensure a high level of integrity, honesty and professionalism.

15.2 SFI works with multiple clients as it sources liquidity for its clients and consequently SFI acknowledges that the interests of its clients may be in conflict. SFI aims to balance the interests and expectations of multiple participants involved in or contemplating a particular transaction, as well as to act in a manner that furthers the interests of all participants in the maintenance of an active marketplace. SFI has a procedure and processes in place to prevent, identify and manage potential conflicts of interest and which promotes transparency towards its clients with regard to conflicts of interest.

16. Entertainment Policy

16.1 SFI views business entertainment with its clients as an opportunity to strengthen its business relationships with clients and SFI’s and its clients’ mutual understanding of each other’s business needs and concerns. SFI’s company policy stipulates that business entertainment not be excessive, too frequent, lavish or inappropriate, and that conflicts of interest are avoided.

17. Engaging Third Parties

17.1 SFI may engage third parties and outsource activities in connection with its services, for example with regards to its business operations.

18. Limitation of Liability

18.1 SFI nor any of its directors, employees or agents shall be liable for any loss suffered by its clients unless such loss is caused directly by gross negligence or willful misconduct. The liability of SFI does in no event include any indirect or consequential damages, loss of profit, business opportunity, goodwill or anticipated savings.

19. Complaints, Disputes and Governing Law

19.1 SFI has a complaint process and procedure in place, which clients can find on SFI’s website.

19.2 The framework for disputes and governing law is established in the agreement between the client and SFI, and client may use this framework for escalation.

19.3 For the purpose of any dispute under or in connection with these Terms, the Parties submit to the exclusive jurisdiction of the Dutch courts and the Terms shall be construed and governed in accordance with the Laws of the Netherlands.

Terms of Services for non-MiFID related services