Client Orders. Reception and Transmission of Orders, for the performance of transactions in relation to one or more Financial Instruments 5.1 Prochoice shall transmit the Client’s Orders for the execution of transactions in good faith, but, shall not bear any responsibility for any omission, wilful neglect or fraud of any third party to which Prochoice transmits the Client’s orders for execution. 5.2 The Execution of the Client’s Orders shall depend on the fulfilment of any additional prerequisites the Stockbroker and/or the Market in which the relevant Financial Instrument is traded may have. 5.3 In case Prochoice is not the Stockbroker that will execute the transactions, it shall bear no responsibility for the submission of the necessary data to the Market or for the untimely transfer or obtaining of the Financial Instrument to or from the Client. 5.4 The execution and clearing of transactions shall be done in accordance with the effective rules of the relevant Market where the Financial Instruments, objects of transactions, are listed. 5.5 In case the services of a custodian are used, the Client is obliged to communicate to Prochoice the details of its custodian and Prochoice shall communicate the details to the Stockbroker who will execute the Client’s Order. 5.6 In case the Financial Instruments will not be registered in the Client’s name, the Client authorises ▇▇▇▇▇▇▇▇▇ to open a clients’ account(s) in Prochoice’s name, with Stockbrokers that will be executing the orders on behalf of the Client for the performance of transactions. 5.7 In case Prochoice and the Stockbrokers that shall execute the order suffer any damage or loss due to either wrong transmission of data or untimely settlement of the transactions, due to the Client’s fault, the Client shall keep Prochoice and these Stockbrokers indemnified for the damages or losses they have suffered from. 5.8 Every order of the Client to Prochoice should be precise and clearly describe its objective. Any orders for amendments, confirmations or repetitions should be expressly specified as such. Prochoice reserves the right (but not the obligation), for the purpose of protecting the transactions of the Client, to request the Client, whenever it deems appropriate, at the Client’s own expense, and prior to orders’ transmission for execution, the confirmation of the orders in a durable medium. Prochoice reserves the right to establish the content of such order, as it should be completed and submitted by the Client t o Prochoice, in order for it to constitute a valid and binding order by virtue of the Agreement and the Law. 5.9 Any orders of the Client, once placed shall be irrevocable unless Prochoice is able to and does permit the Client to revoke or amend the order in question. 5.10 Specifically in relation to the service of reception and transmission of orders, upon the acceptance of the order, Prochoice shall be responsible only for the due transmission of the order to a person or persons that have the ability to execute such order. 5.11 In accordance with the legislation in force and for the purpose of protecting the mutual interest s of Prochoice and of the Client, the Client consents to the, on behalf of Prochoice, recording of telephone communications or conversations and electronic communications relating to, at least, transactions concluded in the course of the provision of client order services that relate to the reception, transmission and execution of client orders or that were intended to result in such transactions, even if those conversations or communications will not eventually result in the conclusion of such transactions or in the provision of client order services with Prochoice’s employees and/or representatives (the ‘Recorded Content’). The recording may be used as evidence for proving the reception of the order by ▇▇▇▇▇▇▇▇▇, and the content of the order as well. The Recorded Content will be kept for a period of five years and where requested by the competent authority, for a period of up to seven years. It will be available to the Client on request for a fee. 5.12 Prochoice shall execute orders in good faith, but shall not bear any responsibility for any omission, wilful default or fraud of any person, firm or company from which ▇▇▇▇▇▇▇▇▇ receives the instructions for the execution of the Client’s Orders and/or the execution of transactions on behalf of the Client. 5.13 In the event that any order regarding any Financial Instrument is mistakenly accepted and executed: 1) If it involves the purchase of Financial Instruments without the availability of sufficient funds as aforementioned, then Prochoice will have the right to cancel the transaction or sell the said Financial Instruments. The Client shall be credited with any surplus from the cost of purchase of the Financial Instrument and the clear product of its sale, or, in the event of a loss, he shall be charged with any loss that may arise. Prochoice may provide the Client with the option to keep any Financial Instruments that were acquired as aforementioned if the Client so pleases and has adequate cleared funds in his account to cover the cost and charges of the purchase. 2) If it involves the sale of Financial Instruments and Prochoice is, for any reason, unable to transfer or otherwise dispose of the relevant Financial Instrument, then Prochoice shall have the right to cancel the transaction or execute a purchase transaction to cover it. Prochoice shall have the responsibility to cover any loss or charges and will be credited with any surplus that may arise from such transactions. Prochoice may give the Client the option to accept such a transaction should the Client have adequate Financial Instruments to cover the sale transaction. 3) If it is discovered that a purchase or sale order has been accepted and/or executed following an untrue statement, misrepresentation, mistake, misapprehension of or misleading information from the Client, then Prochoice shall have the right to charge the Client’s Account with any loss or charge that may arise from such a transaction. In case a surplus arises from such a transaction, this shall be credited to ▇▇▇▇▇▇▇▇▇’s account and not to that of the Client. 5.14 For every transaction, Prochoice (if Prochoice has itself executed the order) shall submit to the Market all the necessary data, but, Prochoice shall bear no responsibility for the untimely transfer or acquisition of the relevant Financial Instrument s to or by the Client. 5.15 Unless agreed otherwise, the Client is obliged to pay the value of the Financial Instruments for which he gives a purchase or der through Prochoice in advance, as well as Prochoice’s commission and the other expenses of the transaction and he must make available to Prochoice the Financial Instruments for which he has given a sale order prior to the sale transaction. If this obligation is not met, ▇▇▇▇▇▇▇▇▇ is permitted to refuse to execute the relevant orders or to cancel their execution. If the orders are executed by ▇▇▇▇▇▇▇▇▇ in spite of the failure to honour the aforesaid obligations, the Client must deposit the value of the Financial Instruments in the case of a purchase, or must deliver or give access to adequate Financial Instruments in the case of a sale transaction and pay all of Prochoice’s commission and all the transaction costs, by 12 noon of the first business day after the execution of the transaction at the latest. Should the said time lapse, the Client’s payment is deemed to be by default overdue and shall be liable for any damage caused to Prochoice because of this delay, without the need for further notification. 5.16 Prochoice’ Orders’ Execution Policy is communicated to the Client in the MIFID II Information Document which the Client has accepted. Prochoice may amend its Orders’ Execution Policy at any time during the duration of the Agreement on its sole discretion and any such amendment shall not affect the validity and the binding nature of the provisions of the Agreement. 5.17 Prochoice shall take all reasonable steps taking into account the execution factors so as to obtain on a consistent basis the best possible result for its Clients, when executing, placing orders with or receiving and transmitting orders of clients to other entities, such as brokers, for transactions in Financial Instruments. Unless specific instructions are given by the Client, Prochoice, as a matter of principle, executes orders on terms most favourable to its Clients and follows the same execution principles for orders given by Clients and, to the extent permitted by law, it may execute the Clients' order upon any market or exchange and through any clearing house selected by ▇▇▇▇▇▇▇▇▇, including execution outside a trading venue. 5.18 Without prejudice to the execution factors mentioned in the Orders Execution Policy, Prochoice shall be responsible to transmit and execute the Client’s orders in a timely manner and particularly as soon as possible following their reception. Derogation is only permitted if the delay in the transmission or execution of the order is in the Client’s interest and the Client has not declined the possibility of such derogation. 5.19 Prochoice may proceed with the partial execution or the aggregation of the Client’ orders with orders of other clients of Prochoice or orders of Prochoice for its own account within the context of aggregated transactions, provided that such practice is allowed to be performed on the relevant Market. In case of partial or total execution of aggregated orders, the distribution of the proceeds or expenses, as the case may be, of the transaction among the clients or among the clients and Prochoice, shall be carried out on a proportional basis unless otherwise agreed.
Appears in 1 contract
Client Orders. Reception and Transmission of Orders, for the performance of transactions in relation to one or more Financial Instruments
5.1 Prochoice Argus shall transmit the Client’s Orders for the execution of transactions in good faith, but, shall not bear any responsibility for any omission, wilful willful neglect or fraud of any third party to which Prochoice ▇▇▇▇▇ transmits the Client’s orders for execution.
5.2 The Execution of the Client’s Orders shall depend on the fulfilment fulfillment of any additional prerequisites the Stockbroker and/or the Market in which the relevant Financial Instrument is traded may have.
5.3 In case Prochoice Argus is not the Stockbroker that will execute the transactions, it shall bear no responsibility for the submission of the necessary data to the Market or for the untimely transfer or obtaining of the Financial Instrument to or from the Client.
5.4 The execution and clearing of transactions shall be done in accordance with the effective rules of the relevant Market where the Financial Instruments, objects of transactions, are listed.
5.5 In case the services of a custodian are used, the Client is obliged to communicate to Prochoice Argus the details of its custodian and Prochoice Argus shall communicate the details to the Stockbroker who will execute the Client’s Order.
5.6 In case the Financial Instruments will not be registered in the Client’s name, the Client authorises ▇▇▇▇▇▇▇▇▇ to open a clients’ account(s) in ProchoiceArgus’s name, with Stockbrokers that will be executing the orders on behalf of the Client for the performance of transactions.
5.7 In case Prochoice Argus and the Stockbrokers that shall execute the order suffer any damage or loss due to either wrong transmission of data or untimely settlement of the transactions, due to the Client’s fault, the Client shall keep Prochoice Argus and these Stockbrokers indemnified for the damages or losses they have suffered from.
5.8 The Client acknowledges and expressly and unreservedly accepts that the transactions executed in Markets abroad under this Agreement, shall be governed by their respective foreign regulations and undertakes all risks emanating from this.
5.9 Every order of the Client to Prochoice Argus should be precise and clearly describe its objective. Any orders for amendments, confirmations or repetitions should be expressly specified as such. Prochoice Argus reserves the right (but not the obligation), for the purpose of protecting the transactions of the Client, to request the Client, whenever it deems appropriate, at the Client’s own expense, and prior to orders’ transmission for execution, the confirmation of the orders in a durable medium. Prochoice Argus reserves the right to establish the content of such order, as it should be completed and submitted by the Client t o Prochoiceto Argus, in order for it to constitute a valid and binding order by virtue of the Agreement and the Law.
5.9 5.10 Any orders of the Client, once placed placed, shall be irrevocable unless Prochoice Argus is able to and does permit the Client to revoke or amend the order in question.
5.10 5.11 Specifically in relation to the service of reception and transmission of orders, upon the acceptance of the order, Prochoice ▇▇▇▇▇ shall be responsible only for the due transmission of the order to a person or persons that have the ability to execute such order.
5.11 5.12 In accordance with the legislation in force and for the purpose of protecting the mutual interest s interests of Prochoice Argus and of the Client, the Client consents to the, on behalf of ProchoiceArgus, recording of telephone communications or conversations and electronic communications relating to, at least, transactions concluded in the course of the provision of client order services that relate to the reception, transmission and execution of client orders or that were intended to result in such transactions, even if those conversations or communications will not eventually result in the conclusion of such transactions or in the provision of client order services with ProchoiceArgus’s employees and/or representatives (the ‘Recorded Content’). The recording may be used as evidence for proving the reception of the order by ▇▇▇▇▇▇▇▇▇, and the content of the order as well. The Recorded Content will be kept for a period of five years and where requested by the competent authority, for a period of up to seven years. It will be available to the Client on request for a fee.
5.12 Prochoice 5.13 ▇▇▇▇▇ shall execute orders in good faith, but shall not bear any responsibility for any omission, wilful willful default or fraud of any person, firm or company from which ▇▇▇▇▇▇▇▇▇ receives the instructions for the execution of the Client’s Orders and/or the execution of transactions on behalf of the Client.
5.13 5.14 In the event that any order regarding any Financial Instrument is mistakenly accepted and executed:executed:-
(1) If it involves the purchase of Financial Instruments without the availability of sufficient funds as aforementioned, then Prochoice Argus will have the right to cancel the transaction or sell the said Financial Instruments. The Client shall be credited with any surplus from the cost of purchase of the Financial Instrument and the clear product of its sale, or, in the event of a loss, he shall be charged with any loss that may arise. Prochoice Argus may provide the Client with the option to keep any Financial Instruments that were acquired as aforementioned if the Client so pleases and has adequate cleared funds in his account to cover the cost and charges of the purchase.
(2) If it involves the sale of Financial Instruments and Prochoice Argus is, for any reason, unable to transfer or otherwise dispose of the relevant Financial Instrument, then Prochoice Argus shall have the right to cancel the transaction or execute a purchase transaction to cover it. Prochoice Argus shall have the responsibility to cover any loss or charges and will be credited with any surplus that may arise from such transactions. Prochoice Argus may give the Client the option to accept such a transaction should the Client have adequate Financial Instruments to cover the sale transaction.
(3) If it is discovered that a purchase or sale order has been accepted and/or executed following an untrue statement, misrepresentation, mistake, misapprehension of or misleading information from the Client, then Prochoice Argus shall have the right to charge the Client’s Account with any loss or charge that may arise from such a transaction. In case a surplus arises from such a transaction, this shall be credited to ▇▇▇▇▇▇▇▇▇’s account and not to that of the Client.
5.14 5.15 For every transaction, Prochoice Argus (if Prochoice Argus has itself executed the order) shall submit to the Market all the necessary data, but, Prochoice Argus shall bear no responsibility for the untimely transfer or acquisition of the relevant Financial Instrument s Instruments to or by the Client.
5.15 5.16 Unless agreed otherwise, the Client is obliged to pay the value of the Financial Instruments for which he gives a purchase or der order through Prochoice Argus in advance, as well as ProchoiceArgus’s commission and the other expenses of the transaction and he must make available to Prochoice Argus the Financial Instruments for which he has given a sale order prior to the sale transaction. If this obligation is not met, ▇▇▇▇▇▇▇▇▇ is permitted to refuse to execute the relevant orders or to cancel their execution. If the orders are executed by ▇▇▇▇▇▇▇▇▇ in spite of the failure to honour the aforesaid obligations, the Client must deposit the value of the Financial Instruments in the case of a purchase, or must deliver or give access to adequate Financial Instruments in the case of a sale transaction and pay all of Prochoice▇▇▇▇▇’s commission and all the transaction costs, by 12 noon of the first business day after the execution of the transaction at the latest. Should the said time lapse, the Client’s payment is deemed to be by default overdue and shall be liable for any damage caused to Prochoice Argus because of this delay, without the need for further notification.
5.16 Prochoice5.17 ▇▇▇▇▇’ Orders’ Execution Policy is communicated to the Client in the MIFID II Information Document which the Client has accepted. Prochoice Argus may amend its Orders’ Execution Policy at any time during the duration of the Agreement on its sole discretion and any such amendment shall not affect the validity and the binding nature of the provisions of the Agreement.
5.17 Prochoice 5.18 Argus shall take all reasonable steps taking into account the execution factors so as to obtain on a consistent basis the best possible result for its Clients, when executing, placing orders with or receiving and transmitting orders of clients to other entities, such as brokers, for transactions in Financial Instruments. Unless specific instructions are given by the Client, Prochoice▇▇▇▇▇, as a matter of principle, executes orders on terms most favourable to its Clients and follows the same execution principles for orders given by Clients and, to the extent permitted by law, it may execute the Clients' order upon any market or exchange and through any clearing house selected by ▇▇▇▇▇▇▇▇▇, including execution outside a trading venue.
5.18 5.19 Without prejudice to the execution factors mentioned in the Orders Execution Policy, Prochoice ▇▇▇▇▇ shall be responsible to transmit and execute the Client’s orders in a timely manner and particularly as soon as possible following their reception. Derogation is only permitted if the delay in the transmission or execution of the order is in the Client’s interest and the Client has not declined the possibility of such derogation.
5.19 Prochoice 5.20 Argus may proceed with the partial execution or the aggregation of the Client’ orders with orders of other clients of Prochoice Argus or orders of Prochoice Argus for its own account within the context of aggregated transactions, provided that such practice is allowed to be performed on the relevant Market. In case of partial or total execution of aggregated orders, the distribution of the proceeds or expenses, as the case may be, of the transaction among the clients or among the clients and ProchoiceArgus, shall be carried out on a proportional basis unless otherwise agreed.
5.21 Argus may act in accordance with and may be deemed to have been duly authorised by the Client in relation to any order which appears to have been placed (and which ▇▇▇▇▇ has accepted in good faith as having been placed) by the Client or by persons which have been appointed in accordance with the provisions of Clause 19. Orders in relation to the Client’s Financial Instruments may be transmitted by any manner or means determined by Argus or agreed with the Client from time to time. Currently, ▇▇▇▇▇ accepts orders in the following manners (the “Communication System”):
(1) by telephone or fax at the numbers which are specifically communicated to the Client, or
(2) by email to - :▇▇▇▇▇@▇▇▇▇▇.▇▇▇.▇▇ (provided the relevant agreement appendix has been signed), or
(3) by delivery by hand to a Argus’s authorized personnel for reception and transmission of Clients’ orders at Argus’s offices or to a Tied Agent of Argus during business hours, or
(4) by Electronic Transmission of Orders, through Argus’s online trading platform for the CSE, ASE, Athens Derivatives Exchange and/or XNET markets (provided that Appendix 4 has been signed and access provided). Argus may, at its sole discretion, accept Client Orders through other means which it would have communicated to the Client, as well as any specific conditions and requirements that must be met in such a case. It is provided that, irrespective of the means or manner Client orders are transmitted to Argus, these are only accepted provided that Argus is, at its sole discretion, satisfied with regards to the identity of the person placing the order as well as the validity of the order. Argus shall have acted properly and lawfully and the Client shall not have any claim against Argus if the latter has performed and/ or acted based on the instructions and/or orders which are deemed by Argus in good faith to be valid and/ or that they have been given by the Client and/ or by Client’s Authorised Representative and/or Attorney. Furthermore, the Client accepts the risk that his orders and/or instructions and/or communications may be placed by non authorised persons. Argus may, on its sole discretion, request that the Client sign an indemnity towards Argus, in order for Argus to accept instructions by any means of communication.
5.22 The Client acknowledges and accepts the risk of mistakes or misinterpretations regarding the sent orders, due to technical or mechanical failure in the electronic or telephone or fax or other systems, the risk of delay or other problems as well as the risk that the orders may be placed by unauthorized persons. The Client accepts that, save in the case of fraud or gross negligence on behalf of ▇▇▇▇▇, Argus shall bear no responsibility at the reception and transmission or execution of an order, with regard to the content of the order, the identity of the person placing the order or his authority to manage the account of the Client or to dispose of the related Financial Instruments, nor for any delay in the reception and transmission or execution of the order. The Client shall be obliged to indemnify and keep Argus and/or its directors and/or employees and/or representatives and/or any other third party, indemnified of any claims by third parties and/or damage, liability, cost or expenses which Argus or any other third party may sustain or incur as a result of the reception and transmission or execution of orders and/or instructions and/or communications which have been delivered through the Communication System.
5.23 Argus shall bear no responsibility with regard to the acts or omissions of physical persons or legal entities which may substitute Argus in respect of the reception and transmission or execution of the Client’s order.
5.24 The Client shall be exclusively responsible for the persons he has authorised for the purpose of transmission of orders and shall be precluded from raising against Argus any fault in the transmission of the order in relation to the person transmitting the order, even in the case where this person acts fraudulently or with gross negligence. The Client shall be bound against Argus for every order transmitted in his name through such person and his every relevant claim shall be confined exclusively to a claim against the person transmitting the orders. The Client must inform ▇▇▇▇▇ in writing, in accordance with Clause 27.1 of the Agreement, in case the authorisation of the aforementioned person has been terminated and Argus shall acknowledge the reception of the said notice as soon as possible. Each transaction which shall have been carried out prior to the sending of the notification -acknowledgement of Argus with regards to the revocation of the said authorisation by the Client, shall be deemed valid, as well as its subsequent settlement and clearing and the Client shall not be able to claim any indemnification of any nature from Argus on account of the execution of the said order.
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