SFS Markets Limited ("firm", "the firm", "we", "us", "our") trading as Shelbourne Markets is a company registered in Ireland (company number 362897) and regulated by the Central Bank of Ireland (firm number C47086).
Under the rules of our regulator, we have categorised you as a retail customer for the purpose of this agreement and the spread betting business that we will be undertaking with you. This is the most common categorisation for consumers of financial services and is the one to which the highest levels of regulatory protection are afforded. If you are aware of an alternative categorisation which you feel would better reflect the level of service you require from us then you should provide us with details of how you would like to be categorised and the reasons why you feel such a categorisation would be appropriate. Where we are permitted to do so under the rules of our regulator, we will re-categorise you in accordance with your request.
- 1. Introduction to Dealing with the Firm
1.1 This Customer Agreement as updated from time to time, shall govern all such trades between you and the firm (including any trades placed by an Agent pursuant to clause 3.5 or other person giving the client's name and account number or account number and password as referred to in clause 3) and should be read in full, along with the Risk Disclosure Notice and any other documents which we may have supplied to you. This Customer Agreement, the Risk Disclosure Notice and related documents will contain certain words and expressions that are defined in Clause 19 of this Customer Agreement.
1.2 We refer you to the Risk Disclosure Notice that forms part of the Account Application Form. This details some of the risks involved with spread trading but is by no means an exhaustive statement of those risks. Spread trades can result in wins and losses of many times your original stake and depending on the nature of your trade your losses could also be unlimited, so select your stake accordingly as large amounts of additional risk capital could be required at short notice. Spread trading involves high risk and is not suitable for everyone. Therefore, you should always calculate the 'worst case' scenario before you trade and then only trade if you are prepared to accept that degree of risk. By entering into this Customer Agreement you warrant that you have read and understood the Risk Disclosure Notice.
1.3 The firm provides an execution only spread trading service and you should not enter into spread trades unless you fully understand the nature of the transaction, the risks involved and the extent of your exposure to the risk of loss. You must rely solely on your own judgement before deciding to enter into or close a trade and it is ultimately and solely your responsibility to ensure that you understand all these matters. If in any doubt, please seek professional advice. The firm owe you no duty to monitor the size of your trades, to ensure that spread trading or any trades you may place are suitable for you, or to close any trade you have opened. You must therefore familiarise yourself with the mechanics and nature of spread trading, the jargon used, the firm's trading hours and those of the relevant market/exchange, conditions of expiry times and dates, the nature of each trade and any trading rules applicable to that trade. You have a duty to monitor your own positions, to know when Variation Margin payments will be required and to remain contactable by the firm at all times. Any statements made to you by the firm shall not constitute a recommendation to you to enter into or close a trade in any way.
1.4 The firm will only enter into a trade with you as principal and not as agent on your behalf. You will also enter into each trade with us as principal and not as agent for any undisclosed person. That is to say that unless we have otherwise agreed in writing, we will treat you as our client for all purposes and you shall be directly and personally responsible for performing your obligations under each trade entered into by you, whether you are dealing with us directly or through an Agent as defined in clause 3.5.
1.5 All times stated in this Customer Agreement relate to Irish time. All times stated can and do alter from time to time due to, but not exclusively, public holidays (whether Ireland or elsewhere), time differentials caused by the changes between Irish Summer Time and Greenwich Mean Time and changes to the trading hours of the relevant underlying markets or exchanges. Further information regarding the firm's trading hours can be found in the Market Information Sheets.
1.6 Any money received from a private customer of the firm, or held by us on their behalf, will be held in segregated bank accounts of an Irish clearing bank or an intermediate broker who has provided the firm with written confirmation that such funds are acknowledged as belonging to clients of the firm and will treated as client money.
- 2. Your Account
2.1 The firm will only trade with clients (or their Agent, see clause 3.5) who have been accepted as such by the firm and who have been issued with, and continue to hold, a valid account number.
2.2 The firm reserves the right to close or suspend your account at any time with or without notice to you. You unconditionally agree that the firm has the right to close or suspend your account with or without notice to you in the event of, but not limited to, any of the following:-
(a) you are in breach of this Customer Agreement;
(b) you have made any material misrepresentation to the firm;
(c) the firm has reasonable grounds for concern in relation to your credit worthiness, financial status, your true identity or any matters relating to money laundering or insider dealing;
(d) you fail to provide any information reasonably requested in relation to any credit status check being undertaken upon you by the firm;
(e) you act in an abusive manner towards any member of our staff;
2.3 You may apply for either a Deposit or Credit account with the firm. We reserve the right to refuse credit, limit or alter the amount of credit or to refuse or withdraw account facilities with our company for whatever reason and at any time.
2.4 If you are granted a Credit Account, you will be allocated a Credit Allocation, which does not constitute a credit facility as it is simply a risk allocation figure which if exceeded may result in you becoming liable to pay Variation Margin. (A Credit Allocation is deemed as a positive figure in relation to the client). You acknowledge that the Credit Allocation does not represent your ultimate financial liability to the firm and that the firm are entitled to allow you to trade, or your open positions to run, beyond your Credit Allocation.
2.5 Each trade attracts an Initial Margin ("IM"), which is usually determined (save for certain markets such as equity futures, base rates and options) by multiplying the stake size (or proposed stake size) by the relevant IM factor. (IM is always deemed as a negative figure in relation to the client). Our Market Information Sheets detail the terms regarding IM factors for the markets that we offer. These IM factors may be changed from time to time by notice to you (including in volatile market conditions or lack of liquidity of any market) and the new/current IM factor will be applied to existing open positions as well as new trades. IM factors which are not set out in the Market Information Sheets, such as those relating to one off markets, or which have changed since the date of first publication of the Market Information Sheets will be quoted on request or posted on our website, a newsletter or otherwise notified to you by any of the methods referred to in clause 17 (and each of the foregoing methods will be deemed notice to you of the relevant change). It is your responsibility to ensure that you are aware of the current IM factor before entering into any trade.
2.6 The firm (in its absolute discretion) reserves the right to alter your Credit Allocation from time to time by notice to you in accordance with clause 17. In particular the firm may by way of notice to you in accordance with clause 17 alter your Credit Allocation, reduce your Credit Allocation and/or change your account to a Deposit Account depending on the firm assessment of your current financial circumstances or if you fail to pay Variation Margin in full, or if any cheque or any other from of payment that is tendered to the firm is not cleared in full on first presentation or if you fail to provide information relating to any credit check within the time limit specified by the firm.
2.7 Neither your Credit Allocation, Initial Margin nor any Variation Margin that you may have deposited with the firm nor the aggregate of the IM applicable to your open positions represents your ultimate financial liability to the firm. You acknowledge that the only limit to your potential losses is if the firm has accepted from you a 'Guaranteed Stop Loss' in relation to any specific trade. Please refer to sections 1 & 2 of the Risk Disclosure Notice.
2.8 The firm may from time to time undertake credit status checks in relation to you as and when it thinks fit. This may include requests for bankers' references, enquiries of credit reference agencies or any other such enquiry we reasonably see fit and you agree to co-operate fully in the event of such credit status checks being undertaken. You also undertake to advise us immediately in writing of any material changes to your financial standing or specific and material changes to any of the information submitted on your Account Application Form, this includes any change of employment details, address, contact details. The firm may, in its absolute discretion, accept such notification at the telephone or by email.
2.9 The firm reserves the right to disclose information in relation to you or your account without prior reference to you (including as to any late payments) to any regulator of the firm business, to your employer and its Compliance Officer or to any other individual or company that the firm reasonably believes to be seeking a reference or credit status reference in good faith.
2.10 In the case of accounts opened in the name of two or more persons and allocated a single account number, each individual of such persons shall be jointly and severally liable in respect of that account and the firm shall be entitled to accept trades from and act on the instruction of any such joint account holder without reference to or notification to any other joint account holder. Statements of account in respect of any joint account will be sent to the address nominated on the Account Application Form relevant to that joint account or such other address as any joint account holder may request.
2.11 In relation to any and all amounts payable by the client in accordance with this Customer Agreement, only the net funds received by the firm (after deduction of all bank charges and any other costs of transfer) will be credited as paid.
- 3. Authority to place Trades
3.1 The firm will only accept trades orally at the telephone or electronically via our real time interactive Trading Website. The firm will provide you with a unique account number and this account number will be requested when you attempt to trade or request account information from us. The firm is not obliged to provide Trading Website access to you, reserves the right to insist that you deal orally at the telephone only, and also reserves the right not to accept any trade or trades for any reason but in particular if you act in an abusive manner to any member of our staff.
3.2 When placing a trade orally at the telephone, you will be required to give your name and account number. No trade will be accepted without this information. Trades placed orally at the telephone will only be deemed as accepted by the firm when a registered dealer of the firm confirms such trade as being done. When placing a trade by way of the Trading Website, you will gain access to your account by use of your account number and password. Trades placed by way of the Trading Website will only be treated as effective on receipt of and acceptance by the firm. Trades placed via the Trading Website will normally only be confirmed at the time of the transaction by electronic means broadcast over the Trading Website, unless you have specifically requested that trades also be confirmed in the form of a printed contract note in accordance with clause 4.18. If you have any doubt whatsoever with regard to the validity of any trade, due to, but not exclusively, a breakdown in communication leading to a cessation of connection between the firm and you, it is your sole responsibility to immediately contact the relevant dealing desk of the firm, by telephone, in order to obtain clarification.
3.3 Your account number and password should not be disclosed to any third party (save disclosure of both to an Agent pursuant to clause
3.5). You should not keep records of both together in any location or with anything that identifies you by name. You are required to immediately inform the firm if you become aware of or suspect that an unauthorised third party has ascertained your account number and password or that any person other than you is dealing on your account without authority. For the firm shall treat any trade it accepts in good faith from a person giving your name and account number as being struck by you as the firm personnel cannot be expected to recognise your voice (or that of your Agent) in any circumstances and they are under no duty to enquire about the identity of any person who gives your name and account number orally at the telephone. In the case of trades placed by way of the Trading Website, provided that the correct account number and password are provided, the firm is under no obligation to recognise the domain from which the client's business emanated.
3.4 The firm will deem you to be fully responsible, in the case of communication orally at the telephone, for all acts and omissions of any person giving your name and account number and, in the case of communication via the Trading Website, all acts and omissions using your account number and password, including (in both cases) all trades placed and instructions given as if such trades, acts, omissions, and instructions were done, made or given by you and as if the person using your name and account number, password and account number were you.
3.5 The firm prior consent is required (which it may withhold in its absolute discretion) if it is deemed necessary for you to authorise someone to operate your account. In such circumstances, you and the person seeking authority to operate your account shall be required to execute and deliver to the firm an Agency Agreement, in a form acceptable to the firm, which authorises and appoints such person as "an Agent" with authority to operate your account. You will be solely responsible for all acts and omissions of the Agent including any instructions given and any trades placed by such Agent as if such acts, omissions, trades and instructions were done, made or given by you and as if the Agent were "you"/"the client". The firm will be authorised to accept instructions from the elected 'Agent' until such time as we are in receipt of a written notice from you stating that the authority of the Agent is revoked. In order to be effective, any such written notice must be sent to the firm's Customer Services Department by way of recorded delivery or by personal delivery for which confirmation of receipt should be obtained. Notwithstanding the above, the firm shall be entitled to refuse to accept instructions from any Agent and to treat the appointment of any such Agent as terminated by giving notice to you in accordance with clause 17 of this customer agreement.
3.6 You should assume that the firm's telephone lines are recorded (although this is not guaranteed) and you hereby agree to the recording of such conversations. You should be aware that the firm's Trading Website also retains a chronological history of all conversations/communications conducted over that medium - again this is not guaranteed -, and you also agree to such information being retained by us. You acknowledge that in both cases such records and recordings shall remain the exclusive property of the firm, that they shall constitute evidence of the instructions given and may be used for any purpose by us, including as evidence in any dispute. Notwithstanding the foregoing, you should keep a written timed and dated record of all your dealings with the firm.
3.7 If the firm has closed your account in accordance with Clause 2.2 you will, with immediate effect, no longer be entitled to place any trades, leave orders or trade in any way whatsoever with the firm.
- 4. Trading Procedures
4.1 All trades will be deemed as being struck in Euros unless the firm agrees otherwise or the underlying market otherwise requires.
4.2 Quotes are for two-way markets involving a spread between the buying and selling price and are quoted for stake sizes acceptable to the firm. You the client may elect to either 'sell' at the lower price quoted or 'buy' at the higher price but can only offer to place a trade on a current quoted price for the relevant market and expiry date. (The firm current quotes will be quoted on request and are usually available on the Trading Website). The price may change at any time after being quoted and prior to its acceptance by you. In relation to quotes made at the telephone, you may only trade on that quote during the same telephone conversation in which the quote was given, however, prior to you placing your trade, the dealer may deem that the quote is no longer valid and will confirm this fact by use of such phrases as "change", "off" or "interrupt". Quotes, which are confirmed in this manner as being no longer valid, are then ineffective and not tradable. Likewise, if the quote provided is confirmed as being 'indication only' this is also ineffective and cannot be traded.
4.3 The firm reserves the right to vary buying and selling spreads with or without notice to you especially in, but not limited to, volatile market conditions and/or loss of liquidity of the underlying market. Current buying and selling spreads will be quoted to you on request. Closing trades can only be traded at the spread quoted at the time of closing, irrespective of the spread at the time of the opening trade, which may be larger or smaller.
4.4 The firm reserves the right to suspend quoting any or all of its markets by way of the Trading Website and insist that such markets are restricted to telephone trading only. This may be done with or without notice to you especially in, but not limited to, volatile market conditions and/or loss of liquidity of the underlying market and will apply to closing trades as well as additional opening trades irrespective of the fact that your original opening trades may have been placed by way of the Trading Website.
4.5 In the case of trades offered via the Trading Website you may only offer to place a trade on the price and spread currently quoted on the Trading Website. Upon receipt, the firm reserves the right in its absolute discretion to either reject or accept your proposed trade.
4.6 The firm will rely upon you to request a quote for the relevant market on which you wish to place a trade and will only quote for the specific market that you request.
4.7 Minimum and Maximum stake sizes are normally set out in the firm's Market Information Sheets. Minimum and maximum stakes for one-off markets will be quoted on request. Minimum and maximum stakes can vary according to market conditions, including market volatility, lack of liquidity or market closure. It is your responsibility to ensure that you know the current minimum and maximum stake applicable to any trade as the firm reserves the right to vary minimum/maximum stakes at any time and with or without notice to you especially in, but not limited to, volatile market conditions and/or loss of liquidity of the underlying market.
4.8 The maximum stake available to you may be less than the maximum accepted by the firm. You can calculate the maximum stake of each trade applicable to you at the time as follows:
Deposit Accounts: (a) Account Balance less IM of open positions, plus any positive Marked to Market balances and less any adverse Marked to Market balances, the resulting Account Position should then be DIVIDED BY (b) the relevant IM factor.
Credit Accounts: (a) Account Balance plus Credit Allocation less IM of open positions plus any positive Marked to Market balances and less any adverse Marked to Market balances DIVIDED BY (b) the relevant IM factor.
If the above calculations produce a maximum stake of nil or less, you may not (whether your account is a Credit or Deposit Account) be permitted to trade unless you first deposit funds with the firm in such an amount as it may require.
If the above calculation produces a positive maximum stake, we recommend that you do not stake the maximum available to you, because any adverse market movement could then result in Variation Margin becoming due immediately.
4.9 Notwithstanding any other provision of this Customer Agreement, the firm is entitled in its absolute discretion to:
(a) Accept stakes which are above or below any applicable minimum or maximum and whether with or without notice to you;
(b) Limit any stake to any size including the maximum size;
(c) Close (on the firm then current quote) any trade placed in excess of any applicable maximum or minimum stake notwithstanding that the firm may have previously accepted the trade;
(d) Close (on the firm then current quote) any trade placed if funds are not immediately deposited in accordance with clause 4.8 and notwithstanding that the firm may have previously accepted the trade.
4.10 Unless the firm have specifically agreed in writing that you may do so, the firm does not permit clients to hold opposing positions in the same market for the same expiry date; for example, if you had originally placed a 'buy' trade with the firm and you subsequently placed a 'sell' trade on the same market with the firm, this would have the effect of closing all or part of your original 'sell' trade and may create a new open position. If you have more than one open trade in the same market, such trades (or part thereof) will be closed in the order "First In, First Out" unless otherwise specifically agreed in writing.
4.11 The firm reserves the right to refuse, or if already inadvertently accepted, to cancel or void, any trade which would result in you simultaneously holding open positions that are both either long or short of both a currency future and its inverse currency future contract. If the firm were to allow you hold such a position, without prejudice to our right to cancel or void such trades and notwithstanding any verbal or other confirmation to the contrary, individual rates of IM would be applied to both trades (notwithstanding that one position may effectively hedge the other).
4.12 Subject to all other provisions of this Customer Agreement, each trade can run until its expiry date or the occurrence of the relevant event (as applicable); or can usually be closed at any time during the firm's trading hours for that market (please refer to the Market Information Sheets); Trades on those markets whose trading hours are not set out in the Market Information Sheets, can normally be closed during the hours of 8.00am to 5.00pm on a business day, but the firm reserves the right to trade and quote such markets outside those hours without notice to you.
4.13 Long positions or "Buy Trades", also commonly referred to as 'Up trades', are closed by the client selling at the lower of the then currently quoted spread. Short positions or "Sell Trades", also commonly referred to as 'Down trades', are closed by the client buying at the higher of the then currently quoted spread. Trades opened with the firm can only be closed with the firm and we need have no regard to the fact that a client may trade with any entity other than the firm (for example if the client places a "Down Trade" with the firm and an "Up Trade" in relation to the same underlying market with any other entity). The firm also reserve the right to limit the maximum stake on closure to the maximum stake quoted at the time of closing irrespective of the maximum stake quoted at the time of the opening trade, which may be larger or smaller.
4.14 Trades able to run to expiry will be automatically closed (as the case may be) on the expiry date or at the time and date of occurrence of the relevant event and (subject to clause 13.3) will be closed on the applicable basis of settlement as set out in the Market Information Sheets. In the case of markets whose basis of settlement is not set out in the Market Information Sheets, the applicable basis of settlement will be available either at the telephone or from the firm's website. In the case of trades that closed automatically, if the expiry date or the time and date of occurrence of the relevant event:-
(a) If an underlying exchange exists:-
(i) is not a business day of that underlying exchange then the relevant trade will be deemed to have closed on the immediate previous business day of the relevant underlying exchange (ignoring for this purpose the meaning of business day given in clause 19);
(ii) is a business day of that underlying exchange then the relevant trade will be deemed to have closed on that business day (ignoring for this purpose the meaning of 'business day' given in clause 19;
(b) In relation to trades where there is no underlying exchange:-
(iii) is a business day (as defined in clause 19) then the relevant trade will automatically close on that day;
(iv) is not a business day (as defined in clause 19) then the relevant trade will automatically close on the next business day (as defined in clause 19).
4.15 The firm need have no regard to a client's comments that any trade placed is a trade to close all or part of an open position for we shall treat all trades as a buy or a sell regardless of whether the trade has the effect of opening a new position or closing all or part of an existing one and the firm will not be obliged to check or have regard to any assumption made or expressed by a client as to the effect of any trade on their existing or overall positions held with the firm.
4.16 With the exception of trades on option prices, at any time prior to the expiry of a trade, you may be advised of, or request from us the terms for rolling over trades into another contract period. All roll-overs are at the absolute discretion of the firm and any spread quoted will reflect the market conditions prevailing at that time especially in relation to premiums/discounts. Should you be permitted to effect a roll-over, your original trade is closed, becomes due for settlement and a new trade is established. The Market Information Sheets provide further information with regard to roll-overs in relation to specific markets.
4.17 The firm may from time to time offer Daily Rolling Trades on selected markets. Providing there are sufficient funds available in the relevant account, Daily Rolling Trades will be expire on the market close each business day, be reopened along with any related orders and both will be valid for the following working day. Both the new trades and any related orders will reflect any dividend adjustment, financing rebates/charges or similar adjustments required to reflect the current state of the underlying financial instrument. Financing rebates/charges as may be amended from time to time are applied to Daily Rolling Trades and the rates of financing will be available from the firm's website www.shelbournemarkets.com on request from the firm dealing staff. With the exception of Daily Rolling currency trades, long trades or 'buy trades' on daily rolling markets will incur financing charges on a daily basis and short trades or 'sell trades' on daily rolling markets will receive financing rebates on a daily basis. In the event of the underlying financial instrument being suspended for any reason including market disruption any corporate action, the financing rebate/charges will continue to accrue and will be payable on a daily basis. The basis of the financing rebate/charges applicable to Daily Rolling currency trades should be ascertained and confirmed at the time of trading. The firm reserves the right to discontinue any Daily Rolling market that you may be trading with 24 hours notice to you by any form of communication including the methods referred to in clause 17.
- 5. Limit, Stop and other Orders
5.1 The firm may offer you the ability to place Limit, Stop or other types of orders on certain markets. The ability to place any type of order if made available is at the absolute discretion of the firm and will only be on such terms as the firm may specify.
5.2 Instructions relating to orders will only be accepted by the firm either orally at the telephone or via the Order Management section of the Trading Website. Order instructions offered in any other form of communication will not be accepted by the firm.
5.3 Normally, with the exception of a 'Guaranteed Stop Loss', no extra charge or spread is incurred for orders.
5.4 Orders can usually be left either basis "Market" or 'Our Quote'.
'Market' decrees that your order is executed only when the underlying market trades at or through the relevant price. Any order left basis 'Market' will always relate to the underlying month of your contract regardless of the fact that the month in question may or may not be the lead month at that time.
'Our quote' refers to the firm quote and therefore decrees that your order will be executed only when the firm quote reaches or trades through the relevant price.
5.5 Orders can normally be left as either being 'good until cancelled' or 'good for the day'. ('Good until cancelled' is also commonly expressed as 'GTC' or 'good '˜til cancelled').
'Good until cancelled' (GTC) means that the order will remain effective until either:
(a) The order is executed;
(b) You cancel the order;
(c) The related position expires;
(d) Or, in the case of a 'Guaranteed Stop Loss', you manually close the related open position.
GTC orders that are basis "Market" will be valid until the underlying market ceases trading at the end of each daily exchange session during the lifetime of your order. In the case of markets that are traded on more than one exchange the firm may allow you to work such orders during the trading hours of all such exchanges. This is commonly known as being worked "good all markets" and the firm are not obliged to offer this service and will only do so at its absolute discretion.
GTC orders that are basis the firm quote 'Our quote" will be valid during the firm's trading hours in relation to the underlying market in question during the lifetime of your order, for the firm quote many markets outside of the exchange hours applicable to those markets.
'Good for the day' orders that are basis 'Market' will usually be valid until the underlying market ceases to trade on the relevant exchange on the day in question and at that time the 'Good for the day' order will automatically cease to be valid.
'Good for the day' orders that are basis "Our quote" (with the exception of orders relating to 'daily' markets, see below) will normally be valid during the firm's trading hours in relation to the underlying market in question on the relevant day - for the firm quote many markets outside of the exchange hours applicable to those markets - and at that time the 'Good for the day' order will automatically cease to be valid.
5.6 The firm offers various 'daily' markets, such as the Daily F.T.S.E. 100. 'Good for the day' orders basis 'Our quote' relating to 'daily' markets such as this will only be valid between specific hours and you will be advised of the relevant period of cover when you place such an order with our dealers.
5.7 All orders will be deemed as being 'good until cancelled' and basis the firm quote ('our quote') unless otherwise specifically agreed at the time the instruction is accepted by the firm.
5.8 Orders are only valid in respect of the contract month, week or day for which the firm accepted the order, i.e. an order accepted in relation to the March F.T.S.E. 100 contract will not be applied to the June contract upon the expiry of the March contract unless the firm have specifically agreed such a rollover at the time of acceptance of the order.
5.9 'Guaranteed Stop Losses', when available, are normally only available at the time of opening the relevant position, are restricted to a few selected markets and are subject to minimum order levels as specified in the Market Information Sheets or at such minimum order levels as agreed at the time the order is accepted by the firm. A 'Guaranteed Stop Loss' will only be accepted on the basis 'Our quote' and will be worked 'good all markets' unless agreed otherwise at the time the order was accepted by the firm. A 'Guaranteed Stop Loss' will always be executed in the stake size agreed at the time of acceptance of that order. The firm may in its absolute discretion agree to change the level of the 'Guaranteed Stop Loss' provided that the new level is not closer than the then prevailing minimum order level to the firm's current price in relation to the market in question. The firm reserves the right to render an additional charge should it agree to such a change.
5.10 With the exception of a 'Guaranteed Stop Loss', no order is guaranteed either during or outside of market hours unless the firm specifically agrees such a condition at the time the instruction is accepted.
5.11 The firm will execute orders when they are reasonably able to do so. In the event of the underlying market 'gapping' through the order price, the firm will execute your order on their quote, which will reflect the first price that is tradable in a stake size equivalent to that of your order and which the firm can reasonably obtain in the underlying market.
5.12 Some markets are quoted outside of the trading hours of the underlying market, therefore orders which are left basis the firm quote ('our quote') may be executed outside of such market hours at a price considered fair in relation to the standing of world markets at that time.
5.13 All orders, at both the time of placement and execution, must comply with those rules contained within this Customer Agreement that apply to the opening or closing of any trade. If any of these rules are not complied with, then the firm reserves the right not to accept, or refuse to execute, such orders.
5.14 A 'Guaranteed Stop Loss' will always be executed in the stake size agreed at the time of acceptance of that order. All other orders are subject to the minimum and maximum stake size prevailing at the time, both on acceptance and on execution. It should therefore be noted that orders are subject to the maximum stake size applicable at the time of execution of the order irrespective of the maximum stake size applicable at the time of placing the order. Orders which, on execution, would be in excess of the maximum stake size prevailing at the time of execution will be executed in tranches equal or up to the maximum stake prevailing at the time until such time as the order is fulfilled and the price applicable to each tranche could vary considerably.
5.15 It should be noted that orders relating to individual equities listed on an Irish/UK exchange will be restricted to 'Normal Market Size' and will be executed in tranches equal or up to the 'Normal Market Size' until such order is fulfilled and the price applicable to each tranche may vary considerably. Orders relating to equities listed on any exchange other than an Irish/UK exchange may be restricted to a maximum of €200 per point or the equivalent of €250,000 (stake x current price) whichever is the smaller. Orders that are subject to this restriction will be executed in such tranches until such order is fulfilled. It should be noted that the price applicable to each tranche could vary considerably.
5.16 Unless specifically agreed by the firm at the time of acceptance of the order, the firm are not obliged to immediately inform you of the execution of any order and will normally do so by the means of either, printed contract note or emailed contract note, whichever is the practice normally applicable to the client in question.
5.17 With the exception of a 'Guaranteed Stop Loss', which will automatically be deemed as null and void should you close the related trade, you are required to cancel any order that you may have placed with the firm, and we reserve the right to execute any order that has not been expressly cancelled by you irrespective of the fact that you may have closed any of your positions or opened new positions.
5.18 The firm may from time to time provide you with an 'Orders Aware Initial Margining' (OAIM) service in respect of selected markets whereby some non-guaranteed stop loss orders can reduce the amount of the IM applicable to the relevant open position.
Non-guaranteed stop loss orders that are basis 'Market' will only qualify for OAIM if the order applies to a relevant market that is only quoted by the firm during the trading hours of the underlying exchange. In respect of qualifying markets that the firm quote outside of the underlying exchange trading hours, then OAIM will only be applied to non-guaranteed stop loss orders that are basis 'Our Quote'.
The amount of reduction in the IM is dependent upon the price of the non-guaranteed stop loss order but a minimum of 20% of the current applicable IM will be charged at all times. The OAIM service, when provided, is done so at the sole discretion of the firm and therefore, the firm reserves the right to withdraw such service at any time with notice to you by any of the methods referred to in clause 17.
5.19 Any additional terms and conditions relating to orders can be found in the Market Information Sheets.
- 6. Payment of Variation Margin
6.1 Variation Margin is immediately due and payable when the Account Position is a negative figure. That is to say when the total negative factors of the account when deducted from the total positive factors, produces a negative Account Position.
This negative Account Position combined with the negative equivalent of 25% of the applicable IM is the amount of the Variation Margin required.
Example for a Credit AccountAccount Balance+ €250.00Open Positions Marked to Market- €200.00Credit Allocation+ €500.00IM- €700.00Account Position- €150.00
Variation Margin required:Shortfall in Account Position- €150.00plus 25% of IM- €175.00Total- €325.00
Example for a Deposit AccountAccount Balance+ €950.00Open Positions Marked to Market- €650.00IM- €200.00Account Position- € 50.00
Variation Margin required:Shortfall in Account Position€ 50.00plus 25% of IM€ 87.50Total€137.50
6.2 Variation Margin is not the total extent of your financial liability to the firm and you are bound by this Customer Agreement to make good the entirety of any losses you may suffer and any other payments due hereunder.
6.3 Variation Margin payments, when required, must be settled in the currency of you're the firm account. If the firm agree to settlement in any other currency, then the client will be liable for any bank charges or costs applicable to such transactions and only the amount of net funds will be credited as paid.
6.4 The firm reserves the right to insist that Variation Margin payments of, or in excess of €10,000.00 (or foreign currency equivalent) be received by way of telegraphic transfer, debit card, direct debit or any other method of immediate/electronic funds transfer acceptable to the firm.
6.5 The firm reserves the right to insist that Variation Margin payments of, or in excess of €10,000.00 (or foreign currency equivalent) requested on or before 12.00 noon on a business day, be received in full by the firm by way of telegraphic transfer, debit card, direct debit or any other method of immediate/electronic funds transfer acceptable to the firm by 16.00 on the same business day.
6.6 If Variation Margin of, or in excess of €10,000.00 (or foreign currency equivalent) is requested after 12.00 noon on a business day, then the firm reserve the right to insist that the full Variation Margin payment be received by the firm by way of telegraphic transfer, debit card, direct debit or any other method of immediate/electronic funds transfer acceptable to the firm by 12.00 noon on the next business day.
6.7 Variation Margin is immediately payable whether or not demanded and whether or not a Variation Margin Call is made. It is therefore your responsibility to ensure that you understand how Variation Margin is calculated and it is also your responsibility, and not the firm, to monitor your open positions and all other relevant factors used to calculate Variation Margin payable. You are required to notify us immediately if you cannot, or believe you will not be able to, meet a Variation Margin payment when due.
6.8 The firm is not obliged to make Variation Margin Calls of you at all or within any specific time period and we shall not be liable to you for any failure by us to contact you or attempt to contact you. Variation Margin Calls when made can be at any time and by any method of communication including the methods referred to in clause 17. The firm will endeavour to contact you using all the contact details with which you have provided and a Variation Margin Call shall be deemed to have been made in accordance with the timescales referred to in clause 17.2 even if we have been unable to leave a message for you. Where a Variation Margin Call has been made by one or more method of communication it shall be deemed to have been made at the earliest time such communication is deemed served as referred to in clause 17.
6.9 In the event of any of the following, the firm reserves the right (but is not obliged) to close any or all, in whole or in part, of your open trades (including those held on a joint account with others) on the basis of the firm current (or next available) market quotation, to exercise its rights of combination consolidation and set off hereunder, to close your account and not accept any further trades from you, in each case with or without notice to you, and such closure will generally (but not always) be carried out by the firm at either 12.00 noon or 16.00 on the day in question, but it reserves the right to effect closures at any time:
1. if any method of payment employed by you to make payment to the firm is not met on first presentation or is subsequently dishonoured;
2. if Variation Margin is due and you fail to pay such Variation Margin in full within three business days of becoming due or in accordance with the relevant timescales as set out in clause 6.5 and 6.6 as the case may be;
3. if, in the case of Credit Account holders, the amount of Variation Margin due exceeds three times your Credit Allocation, or, in the case of Deposit Account holders, the amount of Variation Margin due exceeds three times your Account Balance;
4. if the firm considers, in its absolute discretion, that you are unlikely to meet any Variation Margin payment or any other payment when due;
5. if the firm considers, in its absolute discretion, that you have materially breached any of the clauses contained within this Customer Agreement as may be amended from time to time;
6. if any representation or warranty made by you in relation to this Customer Agreement is found to be, or becomes, untrue, inaccurate or misleading in any respect;
7. if you become the subject of an Insolvency Event;
8. if you should die or become a patient under or any court order is made in respect of you under relevant mental health legislation or the firm suspects or believes the same to be true;
9. if we are in dispute in relation to any order, trade or instruction, save that in such case we may close all but not part only of the actual or alleged trade in dispute whether or not such action is considered desirable for minimising the amount in dispute;
10. if there occurs any other event or any other circumstance exists, where we reasonably believe that it is necessary or desirable to take any of the above actions in order to protect ourselves or any or all of our other clients;
11. if any regulatory body of the firm business, or the rules of such a body, require the firm to do all or any of the foregoing.
The firm reserve the right to exercise all or any of the rights referred to in this clause 6.9 upon or at any time after the occurrence of any of the events therein referred to and regardless of when the underlying market may close.
6.10 Subject to the rules of its regulator, the firm may in its absolute discretion allow you to run open positions or to open trades notwithstanding that you have not met any Variation Margin payment that is due.
- 7. Individual Equity Trading
7.1 When you trade on individual equities and any associated options with the firm, such trades will be subject to this clause 7 in addition to all other provisions of this Customer Agreement.
7.2 You are trading on the outcome of an individual equity's price therefore you will not be entitled to ownership or any other interest therein nor will you take delivery of or be required to deliver the underlying financial instrument (e.g. the individual equity). Nor will you be entitled to any dividends or any equivalent thereof or any other interest therein. Further terms and conditions relating to equity trades and associated options can be found in the Market Information Sheets that form part of this Customer Agreement.
7.3 Individual equities are prone to events of market disruption and in the event of any of the following:
(a) If an individual equity on which you are trading - whether directly on the equity or indirectly by way of a future or option on such equity - should become the subject of a take-over offer or a merger offer or the issuer of such equity is the subject of or has entered into insolvency or liquidation proceedings (or any Insolvency Event has occurred in relation to such issuer);
(b) the market in relation to the individual equity is disrupted due to movements in its price exceeding limits permitted by the relevant exchange and which leads to the suspension of or limitation of trading in such equity
(c) or any other event causing market disruption and which is in the sole determination of the firm, material.
The firm may in its absolute discretion with or without notice to you (and without prejudice to any other rights and remedies it may otherwise have under this Customer Agreement or at law):
(i) refuse any new trades, be they closing or opening, refuse any new orders and execute any existing orders at such levels as we may consider in good faith to be appropriate in all the circumstances. Any orders that are executed shall be subject to the minimum and maximum stake sizes prevailing at that time;
(ii) exercise any or all our rights under clause 12;
(iii) suspend or modify the application of any part of this Customer Agreement to the extent that it is impossible or not reasonably practicable for us to comply with them;
(iv) take all such other actions as it deems appropriate in the circumstances.
7.4 The firm reserves the right to take all or any of the above actions referred to in clause 7.3 upon the occurrence of a Force Majeure event.
7.5 The firm regularly hedge client trades by way of opening similar positions with other financial institutions. It therefore follows that due to the firm placing hedging positions against your trades your trading can have a distorting effect on the underlying price/market or the firm quote for the individual equity in question. It also follows that the potential for market abuse is therefore created and this Clause 7 has been designed to thwart such abuse.
By entering into this Customer Agreement, you hereby represent and warrant that each time you open or close a trade with the firm:
(i) You will not enter into any trade with the firm, either alone or in concert with others, in relation to any individual equity that would result in an exposure that is equal to or in excess of the amount of holding that is declarable under the rules of the underlying exchange on which the individual equity is listed.
(ii) You will not place a trade in connection with any placing, issue, merger, takeover, or similar events of which you are either involved or otherwise interested.
(iii) You understand and agree that whenever you place an opening or closing individual equity trade with the firm you will be treated as having dealt in securities. You therefore agree not to place any trade that contravenes either primary or secondary legislation or any other applicable law against insider dealing.
(iv) You acknowledge that spread trades are speculative financial instruments and agree that you will not enter into a spread trade or trades either alone or in concert with others that are in any way connected with any corporate finance type or style of activity.
(v) You understand that the firm will not transfer to you any voting rights, either held by the firm or on your behalf, that relate to an underlying individual equity and nor will the firm allow you to have any influence over the exercise of such voting rights.
7.6 In the event that you place, or the firm in its absolute discretion suspects that you have placed, a trade in contravention of any part of clause 7.5 above, the firm may, in our absolute discretion:
(vi) Close any or all trades that you have open at that time without being under any obligation to inform you of our reasons for doing so.
(vii) Enforce the trade/s or the firm's related hedge position/s against you, if it is a trade that has resulted in losses owed by you to the firm.
(viii) Deem all trades closed under this clause 7.6 as being void if such trades resulted in profits owed to you by the firm, unless you can, within six months of the date of closure, provide the firm with conclusive evidence that you have not in fact committed any breach of warranty and/or misrepresentation which caused the suspicion and which was the grounds for voiding your trade/s.
- 8. Settlement Of Accounts
8.1 Credit balances held by the firm will usually be made available for electronic withdrawal pending your request for payment but the firm are entitled to retain monies which are required to cover adverse positions, IM, any un-cleared funds, realised losses and any and all other amounts payable to the firm under this Customer Agreement.
8.2 The firm does not permit the payment to clients of unrealised profits and in no circumstances will such unrealised profits be made available for any form of payment including electronic withdrawal.
8.3 It is not the firm's policy to pay interest on any of your funds that we may hold and by signing this Customer Agreement you acknowledge that you are waiving any entitlement to interest on any funds that we may hold for you from time to time.
8.4 Should your Account Balance be a debit balance the full amount of that debit balance is due and payable immediately in the currency of you're the firm account, or, with the prior agreement of the firm, in another currency acceptable to the company but subject to you the client being liable for any bank charges and fluctuations in the exchange rate.
8.5 The firm is entitled, in its absolute discretion, to refuse payment by cheque of debit balances of, or in excess of, €10,000.00 (or foreign currency equivalent). We also reserve the right to refuse payment by any cheque if that cheque is drawn on a non-Irish clearing bank or if any cheque or other instrument of payment has not been honoured and cleared on first presentation. The firm therefore reserves the right to insist that the immediate payment of debit balances of, or in excess of, €10,000.00 (or foreign currency equivalent) and any payment (of whatever amount) due from clients resident outside of Ireland, be received in full by the firm, by way of telegraphic transfer, debit card, direct debit or any other method of immediate/electronic funds transfer acceptable to the firm on the next business day after that on which the payment became due and payable.
8.6 The firm also reserve the right to submit cheques and bankers drafts for special clearance and to charge to you any costs that may be incurred by doing so.
8.7 Without prejudice to any other rights and remedies available to the firm we reserve the right to and shall be entitled to charge interest on all amounts payable to the firm under this Customer Agreement (with the exception of interest accruing under this clause 8.7) if such amounts are not paid within seven days of their due date for payment from the due date until payment in full (both before and after judgment) at the higher of 4% above the base rate of Bank of Ireland as may be amended from time to time.
8.8 If you fail to make payment when due for any reason whatsoever, we reserve the right to require you to reimburse us for any and all costs we may suffer or incur (including bank charges, legal costs and any other third party costs we may reasonably incur) and reserve the right to debit from your Account Balance any and all of such interest costs and expenses and to recover the same from you as a debt.
- 9. Errors
9.1 In order to be valid, a contract note must accurately reflect the relevant transaction struck at the telephone or via the firm's Trading Website. Erroneous contract notes will not affect the validity of the transaction that was struck and will not entitle the client to enforce whatever is inaccurately recorded in the contract note. The foregoing is subject to clause 9.2.
9.2 The firm reserves the right to refuse or void any trade involving or deriving from a Manifest Error or, at your request, we may agree to amend the details of such a trade to reflect what the firm considers in its sole discretion and acting in good faith to be the correct or fair details of such a trade absent such Manifest Error. The term 'Manifest Error" applies to any error, omission or misquote, (including any misquote by the dealer) which by fault of either the firm or any third party is manifest when taking into account the market conditions and available quotes that prevailed at the time. This may include, wrong price, month or market or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation.
9.3 In the event of a Manifest Error, the firm may take into account all information in its possession including information concerning the expertise of the client and the market conditions that prevailed at the time of such error. When making a determination as to whether a situation amounts to a Manifest Error, the firm will act fairly towards the client and the client must equally not gain any unfair advantage by such Manifest Error. The fact that a client may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on a trade placed with the firm (or that the client has suffered or may suffer any loss whether direct/indirect consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account by the firm in determining whether a situation amounts to a Manifest Error.
- 10. Complaints And Queries Of Account
10.1 You are responsible for keeping yourself fully informed and up to date in respect of your trading positions and trades placed. Upon receipt of any statement or contract note, you should check it to ensure that it is correct. Should you receive a contract note for a trade or executed order allegedly not transacted by or for you, the firm must be notified immediately. If you do not receive a contract note that you are expecting for a trade that you have placed (or believe you have placed) you must notify the firm immediately.
10.2 Should you receive a contract note or statement that contains any error or omission you must notify the firm within three business days of receipt of the same.
10.3 Any query or dispute with regard to alleged trades or alleged conversations (together with details of the time and date of the alleged trade or alleged conversation) must be raised with the firm as soon as you become aware of the same and in any event within five business days of the date of the alleged trade or alleged conversation (inclusive of the date of the alleged trade or alleged conversation).
10.4 No query with regard to trades/orders, alleged trades/orders or conversations/alleged conversations will be entertained unless the client can provide the firm with the time and date of the trade/order, alleged trade/order or conversation/alleged conversation and you agree that the foregoing is fair and reasonable.
10.5 In the event of a dispute or complaint, all of the relevant details should be submitted in writing and should be referred in the first instance to the Customer Services Department of the firm.
10.6 All complaints received by the firm will be dealt with in accordance with the firm's internal complaints handling procedures, a copy of which is provided to all complainants, and the firm is required to provide the client with a final response to their complaint within a maximum eight weeks.
- 11. Unsolicited Calls
11.1 By signing this Customer agreement you agree that the firm may contact you by telephone or by any other means of communication at any time whatsoever in order to discuss the business of the firm or its associated companies.
- 12. Force Majeure
12.1 If we (without prejudice to any other rights we may (otherwise) have): determine in our reasonable opinion that a Force Majeure Event exists then we may in our absolute discretion
(a) cease or suspend trading and/or alter trading times for all or any markets;
(b) vary the minimum and/or maximum stake size for all or any markets;
(c) amend IM factors and/or vary any buying and/or selling spreads for all or any markets;
(d) immediately require payment of Variation Margin and/or any other amounts you may owe the firm;
(e) close any or all open trades, refuse any trades, cancel and/or fill any orders in each case at such level as we consider in good faith to be appropriate in all the circumstances;
(f) suspend or modify the application of any or all of the clauses contained within this Customer Agreement to the extent that it is impossible or impractical for us to comply with them; and
(g) take or omit to take all such other actions as we deem appropriate in the circumstances to protect ourselves and our clients as a whole.
- 13. Market Information Sheets
13.1 The firm's Market Information Sheets, which form part of this Customer Agreement, contain the following information applicable to trades struck with the firm:
13.2 The firm's trading hours, buying and selling spreads, minimum and maximum stakes per trade, IM factors and other provisions relating to IM, the available markets/exchanges, contract periods offered, last day of dealing, basis of settlement, limited risk premiums, minimum stop levels and other matters relevant to certain trades and markets.
13.3 The Market Information Sheets are correct as at the date of first publication but we reserve the right to amend, vary, add to, remove from and from time to time replace the Market Information Sheets and any or all of the information contained therein. We will notify you of changes to and/or replacements of the Market Information Sheets by any of the following methods as the firm determines: by new issues of the Market Information Sheets, in statements sent to you, by newsletter, our website www.shelbournemarkets.com, by telephone, via the Trading Website or by any of the methods referred to in clause 17.
13.4 The firm reserves the right to create (and thereafter vary or replace) rules/terms and conditions in respect of trades on any particular market. Such rules/terms and conditions (and any variation and/or replacement of the same) will be notified to you by any of the methods referred to in clause 17.
- 14. Alteration Of Terms
14.1 This Customer Agreement may be subject to alteration at any time by notice to you. Any alterations shall be deemed effective immediately on service in accordance with clause 17 and will apply to all open trades and unfilled orders as at and after the effective date of the change.
14.2 Without prejudice to the above, should a situation or dispute arise that is not specifically covered by this Customer Agreement, the firm shall attempt to resolve the matter on the basis of good faith and fairness and reserves the right to construct such rules in relation to the situation or dispute that are consistent with any other comparable rules contained within this Customer Agreement and, where appropriate, after consideration of comparable market conventions or practice.
- 15. Netting Provisions And Currency Conversion
15.1 All transactions between you and the firm will be entered into in consideration of each other and constitute a single contract between the firm and you. The firm reserves the right in its sole discretion at any time and from time to time and with or without notice to you to combine and/or to consolidate and/or to set off against each other in or towards satisfaction of liabilities, all positive and negative balances of whatever nature in respect of all the accounts that you hold with the firm or any other member of the firm Group of Companies (including for the avoidance of doubt, but not limited to, your open trades and any other right or liability mentioned in this Customer Agreement or arising as between the firm and you, and whether the firm exercises its rights under clause 6.9 hereof or not, and whether any such balance be actual, contingent, primary, collateral, several or joint) and the resultant balance would represent the single obligation payable by the obliged party. In the event of default, bankruptcy, liquidation or similar circumstances resulting in the termination of this agreement, the parties agree that there shall be a single obligation in the base currency of the customer's foremost the firm account to pay a net sum of cash in respect of all aforesaid positive and negative balances. Any such balance in your favour shall be held by you as security for all balances in the firm favour.
15.2 When combining and consolidating such balances, the firm reserves the right to disregard any credit allocation that you may have with any group company and convert, at prevailing market rates, all negative and positive balances of all accounts to the base currency of your foremost the firm account and you will be liable for any commission costs or charges relating to the same.
- 16. Personal Details, Representations And Warranties
16.1 Upon signing this Customer Agreement and each time you make a trade with the firm you represent and warrant that:
(a) the information that you provided in your Account Application Form and at any time thereafter is accurate, true and complete in all material respects;
(b) you have read and fully understood this Customer Agreement including the Market Information Sheets which form part of this Customer Agreement and the Risk Disclosure Notice (which forms part of the Account Application Form);
(c) the Terms of the Customer Agreement are binding and enforceable upon you;
(d) you act as principal and are 18 years of age or over;
(e) you are duly authorised to and have obtained all necessary authorisations (including any necessary governmental authorisations) to enter into this Customer Agreement and to execute the Account Application Form and deliver the Account Application Form to the firm and to enter into each trade and to perform all your obligations as detailed here;
(f) the execution and delivery of the Account Application Form and/or the entry into this Customer Agreement and/or entry into any trade or performance of any obligation hereunder does not and will not violate any law ordinance charter by-law articles or memorandum of association (or similar document) relevant to you;
(g) if you are a natural person you have signed your Account Application Form and if you are not a natural person the person signing the Account Application Form on your behalf is duly authorised to do so on your behalf;
(h) if you are a natural person you have placed any trade in person and given any instruction in person, unless clause 3.5 applies in which case the person placing the trade or giving any other instruction on your behalf (if not you) is your Agent and is duly authorised by you to do so;
(i) if you are not a natural person, the person placing any trade or giving any other instruction on your behalf is duly authorised to do so;
(j) if you have appointed an Agent, such Agent has read and understood this Customer Agreement (including the Market Information Sheets) and the Risk Disclosure Notice and fully understands the nature of spread trading and the jargon used.
16.2 You acknowledge that the firm has relied on and will rely on the truth accuracy and completeness of the information provided by you on your Account Application Form and at any time thereafter.
- 17. Notices
17.1 With the exception of contract notes and statements of account (see clause 4.18) any notice from the firm to you under or in connection with this Customer Agreement may be in writing, by electronic means, given verbally and may be sent by either first class post, fax, telephone answering machine message, voice mail message, pager, telex, email, via the firm website or delivered personally. Any notices or other communications from the firm to you may be made to your last known telephone number (including a telephone answering machine), fax number, telex number, pager number, website, email address, home address, place of work, or any other contact details that you may have provided or which the firm may have ascertained.
17.2 In the event that the firm are unable to establish evidence of earlier receipt, any notice or communication from the firm to you is deemed to have been served upon you:
(a) If delivered verbally to the client, or such person purporting to be the client, either face to face or by means of telephonic equipment, when actually stated.
(b) If given by either leaving a telephone answering machine message, pager message or voice mail message, one hour after such message was left.
(c) If given by way of leaving a message with any third person i.e. a work colleague or spouse, one hour after such message was left.
(d) If sent by email, one hour after it was mailed, on the proviso that no 'not sent' or 'not received' message is received back from the relevant email providers.
(e) If published on the firm website, one hour after publication.
(f) If sent by fax, upon completion of the transmission, provided that a transmission "complete" report is received.
(g) If sent by first class post, on the following day after posting unless posted on a Sunday or public holiday in Ireland, in which case it shall in any event be effective on the second day after posting (excluding Sundays and public holidays).
(h) If sent by first class air mail, the second day after posting unless posted on a Sunday or public holiday in Ireland, in which case it shall in any event be effective on the third day after posting (excluding Sundays and public holidays).
(i) If sent by telex, when the recognised answer-back is received;
(j) If delivered personally, when left at the client's last known home or work address or when actually given by hand to the client.
17.3 With the exclusion of placing trades or orders, any notice or other communication from you to the firm should be sent either, in writing and sent by first class post and marked for the attention of the firm's Customer Services Department at our current address, in writing and delivered personally by hand to our Customer Services Department, by fax to the correct and recognised fax number of the firm and marked for the attention of our Customer Services Department, or by email to the current email address of the firm's Customer Services Department.
17.4 In the event that the firm are unable to establish evidence of earlier receipt, any notice or communication from you the client to the firm is deemed to have been received by us:
(a) If sent by first class post from within Ireland and marked for the attention of the firm's Customer Services Department at our current address, such notice shall be deemed received if posted on a business day on the next business day after posting and if posted on a day which is not a business day on the second business day after the day of posting.
(b) If sent by first class air mail from outside Ireland, and marked for the attention of the firm's Customer Services Department at our current address, such notice shall be deemed received if posted on a business day on the second business day after posting and if posted on a day which is not a business day on the third business day after the day of posting.
(c) If delivered personally to the firm's Customer Services Department on a business day, such notice shall be deemed received on that business day and if not delivered on a business day it shall be deemed as being received on the next business day after delivery.
(d) If sent by fax, to the correct and recognised fax number of the firm and marked for the attention of our Customer Services Department, at least one hour before the close of business on a business day, such fax shall be deemed received on completion of the transmission (and if sent after that time shall be deemed received on the next business day after completion of the transmission) provided that a transmission 'complete' report is received.
(e) If sent by email to the current email address of the firm's Customer Services Department at least one hour before close of business on a business day, such email shall be deemed received one hour after sending (and if sent after that time shall be deemed received on the next business day after sending), provided no 'not sent' or 'not received' message is received from the relevant email providers.
17.5 The firm reserves the right to, but is not obliged to, accept notices and communications from you at the telephone and you recognise that recordings of such instructions remain the exclusive property of the firm, that they shall constitute evidence of the instructions given and may be used for any purpose by us, including as evidence in any dispute.
- 18. Indemnities And Liability
18.1 We accept no liability to you for any consequential loss or indirect loss, loss of profits or damage save in the case of fraud, wilful default or gross negligence on behalf of the firm
18.2 A single or partial exercise of, or failure or delay in exercising any right, either under this Customer Agreement or at law by the firm shall not constitute a waiver by the firm of, or impair or preclude any exercise or further exercise of, that or any other right arising under this Customer Agreement or at law.
18.3 The firm shall have no liability to you for any consequential loss, indirect losses, loss of profits, loss of opportunity, (including in relation to subsequent market movements) that you might suffer as a result of any defect or failure of the whole or any part of our telecommunications system, website, or internet Trading Website, including when all of our trading lines are busy.
18.4 Should the firm allow you access to the Trading Website, this and any materials provided in connection with the Trading Website are intended for your use only, provided on a non-exclusive basis and remain the property of the firm and its internet providers at all times and you therefore have no rights to the ownership, copyright, or protected intellectual property rights of any software employed by the firm's Trading Website.
18.5 Should you chose to access the firm's Trading Website, you agree to take steps to ensure that the hardware and software that you employ to access the firm's Trading Website does not introduce any form of computer virus, (including, but not limited to, 'software bombs' and 'worms') into the Trading Website and you agree to indemnify us for any loss that we may suffer as a consequence of such and introduction.
18.6 In allowing you to access the firm's Trading Website we make no warranties (express or implied), representations or guarantees as to the fitness, suitability or merchantability of its content, documentation or any hardware or software provided by the firm in connection with or which forms part of the Trading Website.
18.7 The firm, any of its associated companies or employees will not be liable for any loss, cost, expense or damage whatsoever which may arise directly or indirectly as a result of any technical difficulties which you may experience in connection with the firm or Trading Website and which may lead to, but not be limited to, malfunctions, failures, delays, hardware damage or software erosion and could possibly lead to economic and/or data loss as a result of installing, attempting to access, accessing, using, maintaining, modifying or deactivating the Trading Website or otherwise including arising out of the negligence of the firm (or its associated companies) and/or if the firm had been advised of the possibility of the same arising. Nor shall we be liable for the introduction of any form of computer virus, (including, but not limited to, 'software bombs' and 'worms') into your computer hardware or software as a result of connection to the firm's website or Trading Website on the proviso that we have taken reasonable steps to prevent any such introduction.
18.8 The firm does not effect insurance in respect of the liabilities which are limited and/or excluded under this Customer Agreement. If you find this unacceptable, you should either refrain from dealing with the firm or take steps to insure yourself in respect of those matters.
18.9 You will indemnify us and keep us indemnified on demand in respect of all liabilities, costs, claims, demands and expenses of any nature whatsoever which we suffer or incur as a direct or indirect result of any failure by you to perform any of your obligations under this Customer Agreement or under any trade and by signing this Customer Agreement you acknowledge that you are not entitled to assign, transfer, charge, sub-contract or deal in any other manner with this Customer Agreement nor any of its rights or liabilities hereunder (including any interest in balances, open positions or collateral), or purport to do any of the same.
18.10 By signing this Customer Agreement you acknowledge that the taxable status of any trades that you may place with the firm will be dependent on your personal circumstances and may be subject to taxation, and therefore it is your responsibility to seek independent tax advice if you are in any doubt as to your liability to pay tax on trades placed with the firm. You also agree that in the event that taxes becoming due and payable in relation to any trade that you place with the firm you will be responsible for the full payment of such taxes. In the event that the firm are obliged, for whatever reason, to pay your personal liability with regard to such taxes you will fully indemnify the firm or any of its associated companies against the same.
18.11 In this Customer Agreement, unless the context otherwise requires
(a) the clause headings shall not affect the interpretation and are for ease of reference only,
(b) use of the singular includes the plural and vice versa;
(c) the use of any gender includes the other genders;
(d) any phrase introduced by the terms "including", "include", "in particular", "for example" or the letters "e.g." or any similar expression shall be construed as illustrative and shall not limit the sense of the words that precede it.
18.12 Each clause and part of a clause in this Customer Agreement is separate and severable and enforceable accordingly and should any clause, either in whole or in part, of this Customer Agreement be found to be invalid or unenforceable by any court or administrative body of competent jurisdiction, such invalidity or unenforceability shall not affect either the remaining part of the affected clause or the other clauses which shall retain their full force and effect.
18.13 The rights contained within this Customer Agreement that are in favour of the firm are cumulative and are without prejudice to and are not exclusive of any rights or remedies provided by law. Each associated company of the firm may enforce all of the terms contained within this Customer Agreement and the firm shall be entitled to assign, transfer, charge, sub-contract or deal in any manner with all or any of its rights and/or liabilities hereunder including by way of transfer of the same to an associated company.
18.14 This Customer Agreement and all business transacted between the firm and the client shall be governed by, and shall be construed in accordance with, the laws of Ireland and the parties submit to the non-exclusive jurisdiction of Irish courts.
18.15 Either party may terminate this agreement at any time by written notice to the other. Following termination of this agreement the client shall not be entitled to place any trade or otherwise deal as a client with the firm and any open trades will normally be closed immediately unless otherwise agreed by us. Any notice so given is without prejudice to accrued rights and remedies of either party. The termination of this agreement shall not affect any liabilities of whatsoever nature the client may have under this Customer Agreement be they actual/current at the time or contingent.
18.16 Nothing within this Customer Agreement shall restrict or exclude any liability or duty owed by the firm to you under the rules of the Financial Services and Markets Act.
18.17 All associated companies of the firm may enforce any or all provisions of this Customer Agreement.
- 19. Best Execution Policy
The firm has a general duty to conduct our business with our clients in an honest, fair and professional manner and to act in the best interests of our clients when opening and closing trades on their behalf. We always strive to take all reasonable steps to obtain the best possible result for our clients.
This policy forms part of our Terms & Conditions and therefore, when applicants agree to the Customer Agreement, they are also agreeing to the terms of this execution policy.
19.2 How do we comply with our duty to give our clients best execution?
When we open and close Financial Bets for our clients, we will take all reasonable steps to achieve the best possible result for our clients by opening and closing those Financial Bets according to our Order Execution Policy and subject to any specific instructions received from our clients.
Our Order Execution Policy comprises a set of procedures that are designed to obtain the best possible execution result, subject to and taking into account the nature of the clients' Financial Bets, the priorities that they have identified to us in relation to opening and closing those Financial Bets and the practices relating to the market in question with the aim of producing a result which provides, in our view, the best balance across a range of sometimes conflicting factors. Our policy cannot provide a guarantee. However, that when opening or closing a Financial Bet with you our price will always be better than one which is or might have been available elsewhere.
We only act as principal and not as an agent and we are the sole execution venue for our clients Financial Bets.
We take a number of factors into account when considering how to implement best execution for our clients.
Price is ranked as the most important followed by: costs, size, liquidity of the underlying market, speed and likelihood of execution and settlement. The main way in which we will ensure that best execution is achieved for our clients is by ensuring that when we calculate our Financial Bet bid/offer prices we pay due consideration to the market price for the underlying reference product to which the Financial Bet relates. We have access to a number of different data sources in order to ascertain the market price, which is our objective view of the bids and offers available to arms' length traders.
Once we have determined a "market price", we make adjustments for expected interest costs over the period of the Financial Bet, and, where relevant expected net dividends and other relevant factors such as variations in the underlying contract for the reference date of the expiry of the Financial Bet. To this we add our Spread. Our Spread will not be greater than published in the online version of our Market Information sheet. As a result of all these varying factors our bid/offer prices will generally not be the same as the cash price for the underlying.
As we operate on a 24 hour basis, there will be times when we receive orders when there will be no functioning or no open market or exchange on which the reference product is traded. In such cases we set out to determine a fair underlying price based on a number of factors, for example price movements on associated markets and other market influences, including information about our clients' own orders.
19.3 Specific instructions:
Where we are given specific instructions, including specifying the price at which a Financial Bet is to be closed this takes precedence over other aspects of our policy.
A transaction for which a Stop Loss Order has been set will be closed at the level of the Stop if the limit price is reached but if a Non-Guaranteed Stop has been set the price attained may be less good than the level at which the client set the Non-Guaranteed Stop, or at which it is triggered, especially if the price continues to move against the client.
We do not owe you a fiduciary duty. Our commitment to provide you with "best execution" does not mean that we owe you any fiduciary responsibilities over and above the specific regulatory obligations placed upon us or as may be otherwise contracted between us.
19.4 Order Handling:
All orders must be dealt with in the order in which they are placed and preference must not be given to one client over another.
19.5 Monitoring and review of our Order Execution Policy:
We will monitor the effectiveness of our order execution arrangements and Order Execution Policy. The Compliance function will from time to time take samples of trades executed and compare the price at which trades were executed to the best available prices as obtained from an independent source such as Bloomberg, taking the spread difference into account.
- 20. Definitions
20.1 When reading this Customer Agreement you should be aware that the following words and expressions shall have the following meanings:-
"Account Balance" the balance of your account with the firm be it a credit or debit balance and having taken into account all credits and debits to that account including any profit or loss arising from closed positions but not taking into account any open positions valuations, commonly referred to as the 'Cash Balance'.
'Account Position' the total negative or positive figure produced after having taken into consideration all credit or debit balances of your account including all open position valuations and credit allocations where applicable.
"Account Application Form" the firm's Account Application Form.
'Agent" a person authorised to operate an account on behalf of a client as referred to in clause 3.5.
'Trade', 'trading', "dealing', these expressions or other similar expressions include a reference to a client placing a trade, trade/opening a position, closing a trade, trade/position and/or leaving an order of any description.
"Business day" Monday to Friday (inclusive) but excluding any public holidays in Ireland.
"Client", "you" and "your" a person for whom the firm has opened an account and allocated a unique account number.
"Credit Allocation" a risk allocation figure allocated by the firm in respect of a Credit Account, as referred to in clause 2.4. Such Credit Allocation may be varied from time to time by the firm as referred to in clause 2.6.
"Force Majeure Event" any cause which prevents the firm from performing any or all of its obligations hereunder as a result of any act, omission or event which is beyond the reasonable control of the firm.
GFTD" as defined in clause 5.5.
"GTC" as defined in clause 5.5.
"Guaranteed Stop Loss" as defined in clause 5.9.
"IM" Initial Margin as defined in clause 2.5 and which may be varied from time to time as referred to in clause 2.5.
"Insolvency Event" in relation to you:
(a) (if the client is other than a natural person or a partnership) the passing of a resolution or the making of an order for your winding up or dissolution, the making of an administration order, the appointment of a receiver, administrator, manager, administrative receiver or similar officer over, or if any creditor takes possession of or sells, all or any part of your business or assets, the making of an arrangement or composition with your creditors generally or the making of an application to court for protection from your creditors generally (including under Chapter 11 of the US Bankruptcy Code);
(b) (if the client is a natural person or partnership) if a creditor takes possession of or sells all or any part of your business or assets, the making of an arrangement or composition with your creditors generally, the making of a bankruptcy order; if the client is a partnership, the occurrence of any of the foregoing events in relation to any partner in that partnership shall be deemed an "Insolvency Event"; or
(c) (in either case) becoming insolvent or otherwise being unable to pay your debts as they fall due, or any act of insolvency or similar event (to those set out in paragraphs (a) and (b) above) occurring or action taken in respect of you
"Manifest Error" as defined in clause 9.2.
"Marked to Market" the value of a client's open position when calculated at the firm current quotes from time to time
"Market" as defined in clause 5.4.
"Market Information Sheets" the Market Information Sheets provided by the firm, which form part of this Customer Agreement and may be amended and/or replaced from time to time as referred to in clause 13.3.
"Normal Market Size" in relation to any Irish/UK equity means the normal market size as defined in the Irish/London Stock Exchange rules as may be amended from time to time.
"Password" a password, whether alpha, numeric or a combination of both, which you and the firm agree prior to dealing and which will be requested when you access the Trading Website.
"Terms" the clauses set out herein as the same may be amended and/or replaced from time to time, the Market Information Sheets and any rules/terms and conditions, clauses from time to time created by the firm in accordance with clause 13.4 and as such rules/terms and conditions' clauses may from time to time be amended and/or replaced, all the foregoing together constituting the firm's "Customer Agreement".
"Trading website" the real time interactive Trading Website of, and provided by, the firm.
'Variation Margin" as defined in clause 6.1.
"Variation Margin Call" a request for payment of Variation Margin as referred to in clause 6.7
"Website" means the website of the firm, maintained from time to time for access by clients and which is currently maintained under the URL: www.shelbournemarkets.com.
- 8. Settlement Of Accounts