ADDENDUM TO THE GENERAL TERMS AND CONDITIONS OF KEYTRADE BANK SA RELATING TO TRANSACTIONS ON THE KEYTRADE PRO PLATFORM

Transcription

1 ADDENDUM TO THE GENERAL TERMS AND CONDITIONS OF KEYTRADE BANK SA RELATING TO TRANSACTIONS ON THE KEYTRADE PRO PLATFORM 1. DEFINITIONS 1.1.The capitalised terms used in this Addendum have the meaning ascribed to them in the General Terms and Conditions or the meaning below, unless the context requires a different interpretation: Bank: denotes Keytrade Bank SA, Boulevard du Souverain 100, 1170 Brussels, registered in the Brussels Register of Companies under number CFD: denotes a Contract for Difference, i.e. a contract for exchanging the difference between the price of the underlying on entering into the contract and the price of the underlying on closing the contract multiplied by the number of underlying units stated in the Contract. CFD do not have a maturity date. This financial instrument is traded OTC (or over-the-counter). The underlying relates to shares, indices or ETF. Contracts: denotes the contracts for purchase or sale (especially Futures, Forex Transactions) and CFD concluded by the Customer online on the Keytrade Pro Platform, and relating to currencies, financial instruments, indices and other securities traded on the Keytrade Pro Platform. references to open positions or positions resulting from the Contracts are references to the Customer s rights and obligations (latent or potential as the case may be) resulting from existing Contracts. Counterparty: denotes any third party defined in article 6.2. Customer: denotes the Bank s Customer who has subscribed to the Keytrade Pro service and who has been accepted as such by the Bank. Eligible Assets: denotes the assets that belong to the categories of assets accepted by the Bank to form the Minimum Assets, as these categories are Notified to the Customer by notice posted on the Internet Site. Forex Transaction: denotes one of the following four Contracts: (i) a foreign exchange spot contract («spot»), which is a Contract according to which the parties agree to exchange given quantities of currencies within a specific payment term corresponding to the delivery term; (ii) a forward contract on currencies («forward outright»), which is a Contract according to which the parties agree to exchange given quantities of currencies within an agreed term, generally exceeding two working days; (iii) a currency option contract, which gives the buyer the right to buy or sell and obliges the vendor to buy or sell a fixed amount of currency for another currency, at a predetermined rate and on (or by) an agreed date; and (iv) Spot Transactions in gold and silver. Forex Transactions are traded «OTC» or over the counter). In the absence of any Notification to the contrary by the Bank, only the Contracts referred to under (i), (ii) and (iv) may currently be traded on the Keytrade Pro Platform. Future: denotes a standardised Contract traded on an organised or regulated market under which the Customer buys or sells a commodity or a financial product (the underlying) at a price determined on entering into the Contract, but deliverable at a predetermined later date. Futures exhibit various characteristics: the underlying may be a commodity (wheat, oil, metal, etc.) or a financial product (interest rate, shares, stock exchange indices, etc.); the Contract is based on a quantity (in the case of commodities) or a nominal (financial products); the quotation method is expressed as a percentage or as a security; the value of the Contract fluctuates on the basis of the nominal fluctuation in the price (the «tick»); the Contract specifies the maturity date and the liquidation method (by delivery of the underlying or in cash), providing that the Keytrade Pro Platform offers cash settlement only. General Terms and Conditions: denotes the Bank s General Terms and Conditions, by which the Customer confirms he will be bound, where necessary, by subscribing to the Keytrade Pro service. Initial Deposit: denotes the cash (in euros) that the Customer must deposit in its Keytrade Pro Account in order to be able to gain access to the Keytrade Pro Platform and enter into Contracts on such Platform; Internet Site: denotes the internet site including the Customer s Transaction Site. Keytrade Pro Account: denotes the account(s) created by the Bank for each Customer who has subscribed to the Keytrade Pro service, in euros, and in which the positions resulting from the Contracts will be registered. Keytrade Pro Platform: denotes the system that the Bank makes available to the Customer (in the form of a computer application, a mobile application, or a section of the Transaction Site) enabling online trading of Contracts according to the Customer s level of knowledge and experience, including the parts of the Site or the Transaction Site on which information referred to in this Addendum is communicated, as the case may be. Minimum Assets: denotes the minimum assets as defined in article 4.3 and determined in accordance with article 4.4. Transaction Site: denotes the section of the Internet Site dedicated to the Keytrade Pro Platform and reserved for a Customer and accessible using one or more personalised access and security features. Valuation Percentage: denotes the percentage that the Bank applies to the nominal value of each category of Eligible Assets, to calculate whether the Minimum Assets are deposited. 2. SCOPE The Bank provides an online Contract trading service via the Keytrade Pro Platform, which the Customer undertakes to use in good faith. Customers use of this Platform, and the ensuing Contracts, are governed by this Addendum and by the General Terms and Conditions, available on the Internet Site, and which the Customer confirms he has accepted, insofar as this Addendum does not explicitly or implicitly deviate therefrom Contract trading constitutes an Operation within the meaning of the General Terms and Conditions and processing of these Contracts is thus also governed by the General Terms and Conditions provisions, in particular those relating to processing of personal data. Addendum to the General Terms and Conditions of Keytrade Bank SA relating to transactions on the Keytrade Pro Platform, 02/2016-1

2 3. CONDITIONS GOVERNING ACCESS Access to the Keytrade Pro Platform is subject to the terms and conditions provided for below Only Customers the Bank regards as having (i) a level of knowledge and a level of experience relating to the type of Contracts that may be traded on the Keytrade Pro Platform, deemed sufficient by the Bank, and (ii) a level of solvency deemed sufficient by the Bank, will be authorised to access the Keytrade Pro Platform in order to enter into Contracts. To this end, they must complete the formalities and meet the access conditions as specified on the Internet Site (in particular, take the Knowledge and Experience Test, make the Initial Deposit, read the document entitled «General risk warning concerning financial instruments», and any information document made publicly available by the Bank whether or not in application of a legal obligation (e.g. a prospectus) relating to the Contracts which may be entered into on the Keytrade Pro Platform), and they must answer all the questions and meet the reasonable demands of documents enabling the Bank to verify, in particular, the Customer s solvency, without prejudice to the Bank s right to carry out other checks of this solvency by any legal means. Customers who would like to access the Keytrade Pro Platform must also notify their agreement with this Addendum by clicking on the appropriate tab at the end of this document The Customer acknowledges that the Bank bases its decision to give him access to the Keytrade Pro Platform in particular on the information he provided in accordance with the previous section. The Customer alone will bear all the consequences should he provide the Bank with false, incomplete or outdated information In any case, the Bank reserves the right, without having to justify its decision, not to grant, or to withdraw (without prejudice to existing Contracts) access to the Keytrade Pro Platform to a Customer, even if he possesses the appropriate level of knowledge or experience and/or a sufficient level of solvency The Bank may make the Customer s access to the Keytrade Pro Platform conditional on the agreement of his spouse or legal cohabitant or on the agreement of any other person whose agreement may be legitimately and reasonably required by the Bank (e.g. the joint holder of another of the Customer s accounts) in order to give full effect to the provisions provided by this Addendum The Bank may make legal entities access to the Keytrade Pro Platform conditional on the communication of any additional information it may legitimately and reasonably demand, in particular with a view to fulfilling its legal obligations, for example with regard to reporting to the authorities The Bank may reserve certain forms of the Keytrade Pro Platform for certain IT tools (e.g. the «desktop» application may only be used by users of a computer with a «Windows» operating system). 4. MINIMUM ASSETS REQUIREMENT Once access to the Keytrade Pro Platform has been granted, the ability to enter into Contracts, continue to enter into Contracts and keep Contracts in a Keytrade Pro Account is subject to the terms and conditions provided for below The Customer must have a satisfactory level of solvency at all times in order to assume the risks associated with Contracts traded on the Keytrade Pro Platform Consequently, even if access to the Keytrade Pro Platform has been activated in accordance with the aforementioned terms and conditions, at any time the Bank may (without being required to) make the option for a Customer to enter into Contracts, or maintain positions resulting from Contracts that have already been entered into, conditional on the Customer depositing Assets with a minimum value (the «Minimum Assets») in accounts it holds or holds jointly. The Bank may therefore suspend the option for a Customer to enter into new Contracts and close the positions resulting from Contracts that have already been entered into, as long as these Minimum Assets requirements have not been met The Bank freely determines, by Customer or by category of Customers (depending on the size of their assets deposited with the Bank, and/or depending on the size of their Keytrade Pro Account deposits, and/or depending on the frequency, the amount or the risks (or the distribution of risks) associated with the Contracts entered into by them) (i) the amount of Minimum Assets, (ii) the categories of Eligible Assets which are accepted as Minimum Assets, (iii) the Valuation Percentage applicable to each category of Eligible Assets. In particular, the Bank may exclude the value of Contracts already entered into from the calculation of Minimum Assets. The maximum value of the Minimum Assets required by the Bank to cover the obligations (potential or latent as the case may be) resulting from Contracts that have already been entered into, as weighted by applying the applicable Valuation Percentages, cannot exceed the nominal value of the Customer s obligations resulting from these Contracts, after deduction of margins constituted in accordance with article The constitution of Minimum Assets does not exempt the Customer from the obligation to respond to margin calls in accordance with article These Minimum Assets requirements may change at any time and are Notified to the Customer by the Bank Failing deposit of the required Minimum Assets, the Customer is informed that the Bank has the right, in addition to other rights it has pursuant to this Addendum, the General Terms and Conditions and applicable laws in general, to reduce or limit the volume of the Customer s commitments resulting from Contracts entered into by him or to refuse the Orders aimed at entering into new Contracts, on the understanding that any form of «roll-over» or other procedure for the automatic renewal or extension of a position in the absence of a contrary Order of the Customer is regarded as a new Contract The Bank is therefore authorised to suspend the use of the Keytrade Pro Platform by any Customer to enter into new Contracts in cases whereby: (a) the Bank considers that there is a risk that the Customer is using privileged information or is committing any other form of market abuse; or the Bank considers that abnormal market situations exist; or the Customer does not deliver on the commitments made under this Addendum and in particular with regard to the Margin and/or the constitution of Minimum Assets; or the Bank has good reason to believe that the Customer s solvency is threatened; or the Bank has good reason to believe that the Customer is exploiting or attempting to exploit errors affecting the information provided on the Internet Site or on the Keytrade Pro Platform or is otherwise acting in an improper or inappropriate manner; or the Bank has good reason to believe that the Customer is not able to handle the risks related to the placing of Orders on the Keytrade Pro Platform or to certain Contracts that may be traded on this Platform, despite the fact that he has claimed to have the required knowledge and experience to access this service; or the Bank has good reason to believe that the Contract proposed by the Customer, if it is entered into, will result in a margin requirement that the Customer will be unable to meet Moreover, if the value of the assets deposited by the Customer with the Bank does not correspond to the Minimum Assets required in accordance with the provisions above, and the value of the eligible assets deposited as Minimum Assets is lower than the nominal value of the Customer s obligations (latent as the case may be, and not yet due) resulting from Contracts that have already been entered into, the Bank may immediately (i) close one or more Contracts and the (debit or credit) positions resulting therefrom, in full or in part, or realise or sell any asset whatsoever (even not governed by this Addendum) credited to a Customer account, without informing the Customer in advance, and (ii) charge the proceeds therefrom to the Customer s Keytrade Pro Account, where Addendum to the General Terms and Conditions of Keytrade Bank SA relating to transactions on the Keytrade Pro Platform, 02/2016-2

3 necessary, to constitute the required Minimum Assets or to offset the Customer s debt to the Bank. If the clo-sure of the Customer s position results in an obligation to pay a certain sum, this sum shall be debited from the Customer s Keytrade Pro Account or from any other account the Customer holds or holds jointly. The Bank may freely choose the positions to close without incurring its liability towards the Customer as regards this choice. Situations of extreme volatility remain reserved in accordance with article 9 below; in such exceptional circumstances, the Bank may close open positions without delay, i.e. without prior Notification to the Customer to deposit additional assets as Minimum Assets. The Bank shall not be liable for losses resulting for the Customer from the implementation of the Bank s aforementioned rights. The Bank must immediately Notify the Customer that it has exercised the rights provided for above The Bank shall not be liable if it does not implement the rights conferred upon it by this article. In particular, it shall not be directly or indirectly liable, in any way, for Operations concluded by the Customer and which the Customer would not or could not have concluded had the Bank exercised any of these rights. 5. CONTRACT TYPES AND OPERATIVE METHODS The proposed Contracts for trading on the Keytrade Pro Platform are listed on the Internet Site, with a description of the associated risks. Stock options traded on certain European and American markets that are subject to separate contractual documentation and a separate trading platform are not covered The Bank may modify, restrict or expand the Contract trading service offered through the Keytrade Pro Platform at any time, as the case may be only for certain (categories of) Customers, in accordance with the General Terms and Conditions provisions on amending the Bank s range of products and services, provided that such modification may only become effective, without notice, once the Customer has been informed thereof by a Notification from the Bank, including via the Internet Site or via the Keytrade Pro Platform All the Contracts and Operations relating thereto performed by the Customer on the Keytrade Pro Platform are on the Customer s own initiative. The Customer acknowledges and accepts that the Bank does not give any advice on investments relating to such Contracts or Operations. No information communicated or made available by the Bank, however it is labelled, may be considered as personalised advice and adapted to the particular situation of a Customer. 5.4 The Bank does not provide any tax advice relating to the Contracts and makes no commitment to its Customers with regard to the tax treatment of the Contracts and any profits or losses that may result therefrom for the Customer. The Bank shall deduct with regard to the Contracts and Operations relating thereto the taxes and levies that it is legally required to deduct. Moreover, a Contract may be valued in the Customer s Keytrade Pro Account by taking into account a tax that the Customer may be required to pay as the case may be. The Customer may not dispute this Contract valuation on the grounds that he may avoid the tax thus taken into account or, in general, hold the Bank liable on the grounds that the Bank would not have taken his personal tax situation into account in the trading of a Contract The Keytrade Pro Platform and the Internet Site include the specific trading conditions for each type of Contract. The Orders relating thereto will be executed in accordance with these specific trading conditions, prevailing at the time these Orders are placed by the Customer, it being understood that the specific trading conditions may be amended over time. The Customer acknowledges that it is imperative that he reads the specific trading conditions before placing any Order relating to the Contracts. The Customer will always be presumed to have read, understood and accepted the specific trading conditions prevailing on the date of his order Orders may be sent through the Keytrade Pro Platform only using this Platform s functionalities. The Customer s attention is drawn to the fact that the Keytrade Pro Platform only allows cash settlement of the Contract, and not the delivery of the underlying. The Keytrade Pro Platform generates immediate confirmation of Orders placed, as well as immediate confirmation of Order execution as soon as they are executed (i.e. of conclusion of the Contracts forming the subject of the Orders). These confirmations are given by postings on the Keytrade Pro Platform, without prejudice to the Bank s right to correct these confirmations in the event of an error or in the cases referred to in article When the Customer instructs the Bank to enter into a position opposite to one or more of the Customer s open positions on the same Keytrade Pro Account, the Keytrade Pro Platform operates an automatic and daily closeout of such positions, without any prior notice to the Customer, unless such positions are related to other Orders or Contracts, in accordance with the conditions set forth on the Internet Site at that time. In addition, the Bank reserves the right without being liable if it does not exercise such right to close out directly opposite positions held by the Customer, without any prior notice to the Customer, even if such positions are related to other Orders or Contracts or if they are held on different Keytrade Pro Accounts, in particular with a view to avoiding or stopping any abnormal, inappropriate or abusive use of the Keytrade Pro Platform or for any other reasonable cause, with a view to protecting the interests of the Customer or the Bank. The Customer may also manually close out opposite positions held on the same Keytrade Pro Account or on separate Keytrade Pro Accounts. The Customer acknowledges and accepts that failing such a close-out, all such positions may be rolled over on a continuous basis and thereby consequently all incur a cost for such roll-over Contracts whose specific trading conditions provide that they will be executed on an organised or regulated market will be executed in accordance with the rules of the markets in question, which may differ over time depending on decisions by the competent authorities. The Customer undertakes to acquaint himself with these market rules available on the Internet Site of the markets in question, on the understanding that the Bank provides a summary of such rules to those Customers who request it. The Customer undertakes to comply with these rules in the framework of Orders he places on the Keytrade Pro Platform. Contracts for which this Addendum or the specific trading conditions provide that they shall be traded over the counter (i.e. off-market) with a Counterparty are entered into in accordance with the conditions laid down by this Counterparty. The Customer undertakes to acquaint himself with these rules applicable to Operations concluded with these Counterparties and which are available on the Internet Site, and summarised as the case may be in relevant information document relating to the Contracts made publicly available by the Bank whether or not in application of a legal obligation (e.g. a prospectus) also available on the Internet Site, and to comply with them in the framework of Orders that he places on the Keytrade Pro Platform. The conditions referred to above may provide that the Bank must communicate information on the Customer s identity, Keytrade Pro Account or Operations, and the Customer acknowledges and accepts that the Bank provides such information on request from the markets and Counterparties concerned The Bank s rates, prevailing at the time of the transaction and available in real time at any time on the Internet Site are also applicable to the Operations concluded via the Keytrade Pro Platform or the Internet Site. Keytrade Pro provides the possibility to get real time access to prices and rates (hereinaf-ter referred to collectively as a «price») of Contracts that may be traded on the Keytrade Pro Platform, as well as to graphics, market analyses and other financial information. The provisions of the General Terms and Conditions relating to financial information apply to the aforementioned information, that is to say that third parties supply this information to the Bank and that the Bank does not assume any liability for this information. In addition, the Customer acknowledges and accepts that the price payable to or by a Cus-tomer on entering into a Contract may change between the time when he encodes his Or-der relating to this Contract and the time when said Order is executed All Contracts (on or off-market) the Bank are concluded by the Bank as commissionagent, i.e. that the Bank concludes the Contracts with third parties in its name but on behalf of its Client. The rights and obligations of the Client resulting from those Contracts are registered on the credit or debit side of the Keytrade Pro account. 6. OFF-MARKET EXECUTION When a Contract is traded overthe-counter (i.e. off-market), in accordance with the pro-visions of this Addendum, in particular in cases Addendum to the General Terms and Conditions of Keytrade Bank SA relating to transactions on the Keytrade Pro Platform, 02/2016-3

4 described in the specific trading condi-tions, this Contract is entered into by the Customer with a third party, off-market, in ac-cordance with the provisions below Without prejudice to the provisions of article 5.8, the Customer acknowledges and, where necessary, expressly accepts that: Orders relating to entering into and trading of any Contract are not executed on a regulated market but with an off-market counterparty that the Bank undertakes to select with care (the «Counterparty») it being understood that where this Counter-party is concerned, the Bank will act in its name but for the Customer s account; in these cases the Customer undertakes to assume all the obligations that the Bank enters into in respect of the Counterparties in accordance with the terms of the Con-tract entered into by the Customer, and any Customer obligation will therefore be debited from the Customer s Keytrade Pro Account. On the other hand, the Bank acknowledges all the rights and payments made, by the Counterparty within the scope of conclusion or execution of such a Contract by posting them to the same Customer s Keytrade Pro Account; and if there is any inconsistency between the contractual conditions agreed between the Customer and the Bank and the contractual conditions laid down by the Counter-parties in the Contracts traded with the Bank as the Customer s commission agent, which are available on the Internet Site, these last conditions shall prevail to deter-mine the Bank s obligations to the Customer, such that the Bank is only bound to the Customer by the obligations imposed on the Counterparty in favour of the Bank Without prejudice to article 5.10, errors may affect the price of Contracts, as referred to on the Keytrade Pro Platform on the basis of information provided and/or the «bid» and «ask» prices proposed by the Counterparty. This may be the case, in particular, in excep-tional market circumstances (exceptional illiquidity and/or volatility, market suspension, error in the financial information received by the Bank or the Counterparty, error in the prices proposed to the Counterparty to cover Operations, etc.). In this case, and without prejudice to the other rights that the Bank or the Counterparty possesses, neither the Bank nor the Counterparty shall be bound by a Contract entered into at this erroneous price if: it is demonstrated that the price was manifestly incorrect when the Contract was entered into; and the Bank and the Counterparty acted in good faith; in which case, either the Contract may be cancelled, or the price applicable to this Contract may be corrected to match the price at which the Counterparty could cover itself on the market or the correct historical price as calculated by the Counterparty. The Bank is therefore required (i) to obtain explanations from the Counterparty as to the reasons for the cancellation or the method for correcting the price and (ii) to relay these explanations to the Customer The prices set for trading Contracts may be increased by the Bank so as to remunerate the Bank for the service provided In the event the Customer disputes an Operation, the Bank may validly absolve itself of all liability vis-à-vis the Customer by assigning to the Customer all the rights and remedies it has, as commission agent, vis-à-vis the Counterparty. The Customer acknowledges that the assignment of these rights constitutes sufficient and adequate compensation for the damage that the Bank might be required to assume liability for towards the Customer in respect of the contentious Operation. The Customer undertakes to arrange for the Coun-terparty to credit the Bank s omnibus account in the amount of the compensation that will be payable as the case may be to the Customer by the Counterparty, and the Bank will credit the Customer s Keytrade Pro Account accordingly as soon as this omnibus account has been thus credited. With that proviso, the Customer s obligations to the Bank shall not be affected by this assignment. Likewise, the Bank s obligations to the Counterparty, as-sumed in its capacity as commission agent, shall not be affected by this assignment. 7. MARGIN In order to be able to enter into and maintain a Contract, the Customer must have certain assets in his Keytrade Pro Account, called «required margin». These assets are fixed, and are therefore no longer available to invest in other Contracts. The Customer s attention is expressly drawn to the fact that the potential losses on the Contracts may be greater than the assets thus fixed. The required margins, as they may fluctuate over time, are speci-fied at all times on the Internet Site. The Bank is entitled to set and modify the margins at any time by (type of) Contract, in particular on the basis of market circumstances, and in particular the volatility of and the risks associated with the underlying Contract asset. However, the total value of margins required by the Bank cannot exceed the total nominal value of the Contracts entered into In addition, the Customer must ensure that, at any time, the balance of his Keytrade Pro Account (taking into account margins constituted and latent losses and gains on existing Contracts) remains higher than all the required margins, to ensure that the latent losses on existing Contracts are never equivalent or higher than the constituted margins When the constituted margins represent 80% of the Keytrade Pro Account balance, the Customer must Notify (by any valid means of communication between parties, as de-tailed in the General Terms and Conditions, and in particular by s or postings on the Internet Site or the Keytrade Pro Platform) a «margin call» so that he closes the Contracts and/or makes additional deposits to avoid the constituted margins ending up representing 100% of the balance of his Keytrade Pro Account. The same notice is also Notified in the same way to the Customer when the constituted margins represent 90% of the balance of his Keytrade Pro Account. The Customer is finally notified according to the aforemen-tioned methods when the constituted margins represent 100% of the Keytrade Pro Ac-count balance, on the understanding that in this case, all the Customer s Contracts are im-mediately and automatically closed. In exceptional cases, the aforementioned percentages of 80% and 90% may be modified by the Bank subject to a Notification to the Customer and a notice period of 2 calendar days. The Customer therefore expressly acknowledges that use of the Keytrade Pro Platform presupposes constant monitoring of the Keytrade Pro Account If the Customer makes no additional deposits or does not close the Contracts following a margin call, as soon as the balance of the Keytrade Pro Account corresponds to 100% of the constituted margins, the Bank will automatically and immediately close all the Cus-tomer s Contracts and the (debit or credit) positions resulting therefrom, without notifying the Customer in advance, and will charge the proceeds from the realisation of these posi-tions to the Customer s Keytrade Pro Account, if necessary, to offset the Customer s debt to the Bank. If the closing of a Contract results in an obligation to pay a certain sum to the Bank, this sum shall be debited from the Customer s Keytrade Pro Account (or, failing this, from a sufficient balance, from any other Account the Customer holds or holds jointly). The Bank must immediately Notify the Customer that it has exercised the rights provided for above. Situations of extreme volatility remain reserved in accordance with article Without prejudice to article 13, the Bank may not incur any liability in the event of the Customer s (total or partial) inability to react to a margin call, or in the event of a delay in the reaction to a margin call, as a result of technical problems for which the Bank cannot be held liable, or due to the Bank s opening hours and the Bank s processing of the Cus-tomer s instructions. In such cases, the Bank will also have the rights conferred on it above. 8. ACKNOWLEDGEMENT OF RISK. 8.1.Use of the Keytrade Pro Platform is conditional upon the Customer acknowledging that he has acquainted himself with the document «General risk warning concerning financial instruments» available on the Internet Site, and that he has read and understood it, espe-cially with regard to the significant risks attached to Contracts, which may engender losses that are unlimited in principle. Henceforth, Contracts must be traded in knowledge of the facts by experienced investors only. Addendum to the General Terms and Conditions of Keytrade Bank SA relating to transactions on the Keytrade Pro Platform, 02/2016-4

5 8.2. Because of the level of Margin demanded by the Bank, any change in the price of the as-set forming the subject of the Contract may occasion significant losses that may substan-tially exceed the value of the Margin. Any profit or loss occurring following a fluctuation in the underlying Contract asset will be charged in full to the Customer s Keytrade Pro Account at his or her risk The Customer alone is responsible for keeping a position open. The Customer acknowl-edges that keeping a position open at the day s close may increase his risk. 9. EXCEPTIONAL MARKET CONDITIONS Without prejudice to the provisions of articles 3 and 7, the Bank may, at its sole discre-tion, decide that market conditions are exceptional. Suspension or closure of a market, impossibility of reliably calculating or establishing the value of commitments resulting from a Contract because of events or lack of information relevant to a market, any exces-sive fluctuation in a transaction, or on a market, or reasonable expectation of such an event by the Bank are nonexhaustively deemed to be exceptional market conditions. In these cases, the Bank may, where necessary without conducting a prior margin call or without Notifying the Customer of these changes, increase the margin requirements and/or close each Contract entered into by the Customer and/or suspend or amend appli-cation of any provision of this Addendum with a view to limiting the Customer s or the Bank s risks (even if the outcome of the action taken would be to deprive the Customer of a potential profit or incur a loss on the part of the Customer). The Bank shall not be li-able for losses resulting for the Customer from the implementation of the Bank s afore-mentioned rights. 10. SECURITY Without prejudice to the guarantees granted to the Bank according to the General Terms and Conditions and without prejudice to the Bank s lien pursuant to article 31 of the law of 2 August 2002 relating to financial sector and financial service supervision, all the Contracts and deposits forming the Bank s guarantee which are or will in future be credit-ed to one or more of the Customer s accounts, and all the assets which the Bank might owe the Customer according to these Contracts or the Customer s deposits (hereinafter collectively referred to as the «pledged assets») are earmarked for constitution of a senior security in favour of the Bank, until the Customer pays the Bank in full all sums in prin-cipal, interest, charges and incidental expenses due now or in the future in any form whatsoever according to this Addendum (hereinafter the «secured debt»). The Customer undertakes to not grant third parties any right to the pledged assets without having obtained the Bank s prior authorisation in writing. The pledged assets up to the accrued amount of the Margin and, if the Minimum Assets are not taken into account to constitute the Margin, the Minimum Assets, will be in a blocked account, so that the Customer can-not dispose of them Without prejudice to application of debit interest in accordance with the Bank s Tariffs, in the event of the Customer s failure to meet his obligations, or delay in meeting them, the Bank is authorised to retain the pledged assets or to sell or realise them to the extent per-mitted by law, and to allocate the proceeds to discharge of the secured debt To all intents and purposes, it is specified that all the financial instruments and cash pledged as pledged assets according to the present article are regarded as registered in a special account, within the meaning of the law of 15 December 2004 relating to financial securities and Royal decree no. 62 of 10 November 1967 relating to deposit of fungible financial instruments and liquidation of Transactions in these instruments, and to this ef-fect, the accounts opened in the Customer s name, to which these financial instruments and this cash are credited, are declared by mutual agreement to be special accounts. All these accounts will thus be regarded as special accounts pledged in favour of the Bank, and reported as such in the Bank s IT and accounting systems Where necessary and insofar as the pledged assets include the Customer s debts to the Bank, the Bank acknowledges and accepts this pledge in its capacity as debtor in accord-ance with article 2075, subparagraph 2 of the Civil Code The Customer authorises the Bank to address any communication or notice that may be necessary or that it deems appropriate concerning its lien to any third party, also in the Customer s name If the Customer does not fulfil one of his obligations, the Bank is authorised not to meet its commitments. The Bank may regard any failure of any kind whatsoever on the part of the Customer to fulfil his payment obligations or to meet the Margin obligations as an act of default for which, by way of guarantee, the Bank has the right to declare that all the amounts owed by the Customer have matured and are payable immediately. The Bank may proceed to liquidate all or part of the Customer s commitments and open positions, this being at the expense and risk of the Customer. Without notice and to the extent al-lowed by law, the Bank may furthermore either realise or appropriate all the pledged as-sets, notwithstanding insolvency proceedings, seizure or any other situation of concursus creditorum between the Customer s creditors. In these cases, the Customer shall also bear the expenses and risks. The realisation proceeds will be allocated to reimbursement of the secured debt. The Bank is entitled to claim eventual losses from the Customer that may result from realisation of the pledge. In the event of the Bank appropriating pledged assets, the assets will be valued at the value at which they were credited to the Account and the assets will remain as payment for the Bank and will be allocated against the Bank s secured debt. Any potential balance will revert to the Customer. The Bank is also authorised to use pledged financial instruments within the limits and under the conditions stipulated by the aforementioned law of 15 December It is explicitly agreed that the pledged assets may be substituted by other assets equivalent to those originally pledged in accordance with the legal provisions applying to this substi-tution facility simply by registering on the account these other assets which will follow the same regime as the assets pledged initially, without them being regarded as a new security. 11. COMPENSATION AND CHARGES The Bank will apply the applicable consideration and charges as stipulated by the Bank and specified on the Internet Site to any Contract traded by a Customer. These tariffs may fluctuate over time in accordance with the General Terms and Conditions, provided that the modifications will have immediate effect. The, Customer also accepts that the Bank s consideration may result from the addition of a profit margin to the fixed price by the Counterparty for Contract trading, and this in accordance with the Contracts specific trading conditions as described on the Internet Site In fact, the Customer acknowledges and accepts that the price spread proposed by the Bank for a Contract may contain a consideration for the Bank and/or for any other Bank correspondent. The Customer also accepts that the Bank or its correspondents may hold positions that are contrary to the Customer s positions, which may result in conflicts of in-terest The Customer s attention is drawn to the fact that the fees and charges associated with trading a Contract may prove to be considerable in relation to the Margin required for the Contract in question. The overall impact of fees and charges may be significant for an ac-tive Customer that undertakes numerous transactions The Customer s attention is also drawn to the fact that his Orders may be combined, as the case may be together with other Customers Orders, or split when executed. Combining or splitting may, however, entail the Customer receiving a less favourable price compared with Orders that would have been executed separately or as a whole. Addendum to the General Terms and Conditions of Keytrade Bank SA relating to transactions on the Keytrade Pro Platform, 02/2016-5

6 12. INTELLECTUAL PROPERTY The Customer does not have (and where necessary renounces) any intellectual property right to the Internet Site or the Keytrade Pro Platform or to any one of their verbal, visual, or functional constituents whatsoever. In the event of the Customer breaching the intellectual property rights of the Bank or of third parties on the Internet Site or the Keytrade Pro Platform or on any one of the verbal, visual, or functional components thereof, the Cus-tomer will be liable to the Bank for any loss sustained by the Bank and/or a third party, and will be bound to indemnify the Bank for the loss sustained by the Bank in its entirety and for any loss claimed from the Bank by a third party following the Customer s breach of these provisions. 13. LIMITATION OF LIABILITY The Bank s limitations of liability as specified in the General Terms and Conditions, espe-cially with regard to technical problems that may occur and which render the Bank s sys-tems inaccessible or which cause a failure to execute, or a partial, erroneous or delayed execution of a Transaction or an excessive margin call, fully apply to the Keytrade Pro Platform and to the trading of Contracts governed by this Addendum The Customer undertakes to use the services covered by the present Addendum in good faith, and in particular acknowledges, in this context, that the prices displayed in real time on the Keytrade Pro Platform are provided to the Bank by a third party, where necessary a Counterparty. In this regard it is specified that given the highly automated nature of provision of these prices, price errors may occur. The Bank will not tolerate investment strategies consisting of exploiting price errors or generally evidencing abnormal trading activities in bad faith. If, at its sole discretion and in good faith, the Bank finds that the Customer is exploiting or attempting to exploit these errors or is otherwise acting in an abusive or inappropriate manner, the Bank will be entitled (i) to terminate this Addendum with immediate effect or to take any other action intended to prevent these abnormal or abusive activities, and/or (ii) to debit from the Customer s account the profits realised from such activities. 14. DURATION AND TERMINATION This Addendum is concluded for an undetermined term and may be terminated at any time by each party subject to a notice period of 15 calendar days Notified pursuant to the General Terms and Conditions Without prejudice to article 14.1., the Bank will be entitled to terminate this Addendum with immediate effect bynotifying the Customer if the Bank is no longer able to provide Customers with this service for reasons beyond its control, or which reasonably fall out-side its control, in particular pursuant to default by third-party suppliers or following im-mediate termination by these third-party suppliers of their collaboration with the Bank, without notice Without prejudice to the Bank s right to close the Customer s Contracts or to refuse any Order to enter into a new Contract as stipulated in this Addendum, the Bank shall be enti-tled to terminate this Addendum with immediate effect by means of a Notification to the Customer in the cases stipulated by articles 4.8 (a) to (f), or if one of the Joint Holders of the Keytrade Pro Account Notifies the Bank that he objects, in accordance with article 56.5 of the General Terms and Condi-tions, to the Bank taking into consideration a level of knowledge or experience higher than his own and that the level of knowledge or experience of this Joint Holder does not allow for continued access to the Keytrade Pro Platform by this joint holder The Bank also reserves the right to close the Customer s Keytrade Pro Account with im-mediate effect and to close all the Contracts entered into by the Customer upon Notifica-tion of the Customer s death Following a termination, the Bank will determine in good faith the period during which the Customer will be entitled to give closure Orders or Orders intended insofar as possible to cancel open positions resulting from previously concluded Contracts and will Notify the Customer thereof (but no new Order may be placed during this period, on the understand-ing that any form of «roll-over» or any other procedure for the automatic renewal or ex-tension of a position in the absence of a contrary Order from the Customer is regarded as a new Order to enter into a Contract). Should the Customer place a new Order during the aforementioned period despite the Notification of termination, the Bank will be entitled to close all the positions of the Customer immediately without prior notice. The Bank will liquidate in the usual manner all the Orders placed by the Customer before termination of the service covered by this Addendum. At the Customer s request, the Bank may also transfer the Customer s open positions to another account holder, at the Customer s ex-pense, whilst observing the applicable rules, provided that such transfer by the Bank is technically possible at the time of the Customer s request. Otherwise, the open positions will be closed pursuant to the provisions above. 15. MISCELLANEOUS If one of this Addendum s provisions is or becomes illegal, invalid or unenforceable, the legality, validity and applicability of this Addendum s other provisions will not be affected Any delay or omission of the Bank to exercise a Bank s right resulting from this Addendum or the applicable laws, may not engage the Bank s liability towards the Customer, nor compromise or prevent any subsequent or other exercise of this right, nor be interpreted as a waiver of this right. Keytrade Bank sa/nv Vorstlaan 100 Bld du Souverain B-1170 Brussels, Belgium - info@keytradebank.be RPR -RPM Brussels - FSMA Addendum to the General Terms and Conditions of Keytrade Bank SA relating to transactions on the Keytrade Pro Platform, 02/2016-6