Dealing Clause Samples
The "Dealing" clause defines the rules and permissions regarding how parties may interact, negotiate, or transact with each other under the agreement. Typically, this clause outlines whether parties are allowed to engage in similar dealings with third parties, or if there are any restrictions on such activities. For example, it may specify that one party is not restricted from entering into similar agreements with others, or it may require certain disclosures before making deals elsewhere. The core function of this clause is to clarify the boundaries of permitted business conduct, thereby preventing misunderstandings or disputes about exclusivity and competition.
Dealing. 6.1 In order for PSL to provide dealing services for your account, you need to ensure that:
(a) where you are buying investments, there is sufficient cash in your account; and
(b) where you are selling investments, documents of title or transfer forms that are required are delivered to PSL, in either case, prior to the execution of the transaction by PSL.
6.2 PSL will provide dealing or execution services on the following basis:
(a) execution by PSL will be subject to the FCA Rules and the rules of any investment exchange or other trading facility on which the transaction is executed;
(b) PSL will treat the instructions we give them as binding on you. Any express instruction from us to PSL on your behalf concerning order execution will override PSL’s order execution policy and will remain binding on you;
(c) PSL’s execution policy is set out in ▇▇▇.▇▇▇▇▇▇▇▇.▇▇.▇▇ under the ‘disclosures’ section and therein under ‘compliance disclosures’. By your acceptance of these terms, you confirm your consent to the execution policy and acknowledge that it may be amended from time to time. You also agree that PSL may execute transactions on a market that is not a regulated exchange or multilateral trading facility in the European Economic Area. Please note however the provisions of Annex 4 in relation to any overseas investments;
(d) PSL may combine your orders with orders for its other clients or PSL’s own orders. PSL will only do this if it considers that it is unlikely to work to the overall disadvantage of you or any of its clients involved however it is possible that aggregating orders in this way may sometimes operate to your advantage and sometimes to your disadvantage by giving you a higher or lower price than might have been the case if your order had been placed individually; and
(e) Once PSL executes any transaction on your behalf, PSL will, unless you previously instructed us otherwise, send a contract note to you. It is very important that you check the detail of all contract notes you receive, and notify us (and not PSL directly) immediately if there is any error or if you have any question about them, because the contract note will be considered a conclusive and final record of any detail contained in it, unless we notify PSL of an error within 1 working day after receipt by you and in any event no later than the settlement date for the transaction concerned.
Dealing. 7.1. We may execute your dealing instructions upon or in accordance with the rules of any market or exchange and through any clearing house selected by us. We may enter into transactions for or with you which are not on or in accordance with the rules of any exchange for example, off-exchange transactions in foreign currencies, or in other non-readily realisable investments.
7.2. Assets and profits arising on closing a position, settlement or liquidation will be credited to your Account and losses will be debited from your Account. Any debit balance arising as a result of any close-out, settlement or liquidation will be payable by you forthwith whether or not demanded by us.
7.3. We shall be entitled to carry out all transactions in accordance with the rules, regulations, customs or practices of the relevant market, exchange and / or clearing house and all applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and / or market practice. We will be entitled to take or not take any reasonable action we consider fit in order to ensure compliance with the same and all such actions so taken will be binding upon you.
7.4. You agree that any transactions we effect for you will be subject to the rules, regulations, customs and practices of each relevant market, exchange, or clearing house on, through or with which we deal.
7.5. In executing transactions for or with you, we will always deal with you as principal whilst bearing in mind the best execution obligations of the FCA and how they apply to each different client classification.
7.6. We may, at our discretion, aggregate your orders with our own orders or those of other clients of ours or our Associates. We will allocate the proceeds of such orders among the participating accounts in a manner which we believe to be fair and equitable. If the combined order is not executed at the same price, we may average the prices paid or received and debit or credit your Account with the average net price. Details of average price will be furnished on request. Such allocation must take place within five business days of execution. In aggregating your orders in this way, we must reasonably believe this will be to your advantage, for instance to obtain better execution or reduced foreign exchange or other dealing costs by being part of a larger transaction. However, on occasion, aggregation and allocation may result in you obtaining a l...
Dealing. 12.1 In effecting transactions for the Foresight Inheritance Tax Fund, We will act in accordance with the FCA Rules.
12.2 We will act in good faith and with due diligence in Our choice and use of counterparties. All transactions will be effected in accordance with the rules and regulations of the relevant market, exchange or trading facility (if relevant), and We may take all such steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.
12.3 We may aggregate transactions with those of other customers and employees of Us and Our Affiliates in accordance with the Applicable Rules. It is unlikely that the effect of such an allocation will work to Your disadvantage, however, occasionally, this may be the case. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the Applicable Rules (if applicable) so that:
(a) if there is any conflict between the provisions of this Customer Agreement and any such rules, customs or Applicable Rules, the latter shall prevail; and
(b) action may be taken as thought fit in order to ensure compliance with any such rules, customs or Applicable Rules. You should, however, be aware that Your Portfolio will be invested in a range of unlisted securities and there is generally no relevant market or exchange and consequent rules and customs and there will be varying practices for different securities. Transactions in shares of such securities will be effected on the best commercial terms which can be secured.
12.4 Save as detailed in clause 2.3 of this Customer Agreement, We shall take reasonable steps to obtain the best possible result when executing orders. This duty of best execution is owed by Us to the Foresight Inheritance Tax Fund, further details of which are set out in the Order Execution Policy, provided in the Schedule to this Customer Agreement.
Dealing. 2.1 When we accept a dealing instruction from you we will seek to action it as soon as reasonably practicable in the circumstances.
2.2 All dealings with or for you are subject to the rules, provisions and usages of the markets, exchanges and associations being used for the trading of your account.
2.3 If for any reason a conflict or dispute arises between us in relation to our services we will endeavour to resolve these informally. If however this is not possible and you wish to make a formal complaint this should be made in writing. Your formal complaint will then be investigated internally.
2.4 Where we act as a principal in executing a transaction in an Investment which is not a packaged product or readily realisable security, the unit price of the transaction shall be arrived at by reference to the market price for the Investment then available on the market on which such investments are generally traded or, if no such price is available, on a best efforts basis, and any reference in a confirmation to a market price shall be construed accordingly.
2.5 We may aggregate your order with an own account order or an order of another client of ours. The effect of this aggregation may work to your disadvantage on some occasions. TERMS APPLICABLE TO TRANSACTIONS INVOLVING SECURITIES WHERE TRADITION ACTS AS A MATCHED PRINCIPAL BROKER
Dealing. 2.1 The Broker shall be authorized but not bound to act on an instruction given by the Client or the Authorized Person (if any) to carry out a Transaction (whether directly or through other dealer or otherwise). The Broker may at any time and from time to time impose any limits including position limits on any Account and the Client agrees not to exceed such limits. If any of the said limits are or will be exceeded, the Broker may decline such an instruction and/or is entitled to close the open position of the Transactions concerned. The Broker may in its absolute discretion refuse to act on any of the instructions received from the Client without giving any reason, in particular for sell order without evidence of sufficient securities, or buy order without evidence of sufficient funds or compliance with the margin requirements (applicable to Margin Account). The Broker is not in any circumstances be liable in any way for any loss of profit or gain, damage, liability or cost or expense suffered or incurred by the Client arising from or in connection with the Broker's refusal to act on such instruction or omitting to notify the Client of such refusal.
2.2 The Broker shall act as an agent of the Client and not as a principal in relation to any Transactions undertaken by the Broker under this Agreement except where the Broker gives notice (in the contract note for the relevant Transaction or otherwise) to the Client to the contrary.
2.3 The Client shall inform the Broker when a sell order in respect of securities which the Client does not own (that is, involves short selling) and, where required, shall provide the Broker with the assurance in accordance with the SFO.
2.4 Because of physical restraints on any Exchange or the very rapid changes in the prices of securities that frequently take place, there may, on occasions, be a delay in making prices or in dealing. The Broker may not always be able to trade at the prices or rates quoted at any specific time or "at best" or "at market". The Broker shall not be liable for any loss howsoever arising by reason of its failing, or being unable, to comply with the terms of any limit order undertaken on behalf of the Client or under the circumstances contemplated in this Clause. Where the Broker is for any reason whatsoever unable to perform the Client's order in full, it may in its discretion effect partial performance only. The Client shall in any event accept and be bound by the outcome when any request to execute ...
Dealing. 8.1 The Client hereby confirms that it has read, understood and agrees to the Manager’s best execution policy. In particular, the Client agrees that the Manager may trade outside of a Trading Venue. In effecting transactions for the Account, the Manager will at all times comply with the obligations regarding best execution under ▇▇▇▇▇ and act in the best interests of the Client. All transactions will be effected in accordance with the terms and conditions for dealing in shares or units of the ▇▇▇▇▇▇ Funds, and the Manager may take all such steps as may be required or permitted by such terms and conditions. Specific instructions from the Client in relation to the execution of orders may prevent the Manager from following its best execution policy in relation to such orders in respect of the elements of execution covered by the instruction.
8.2 Where the Client supplements the assets of the Account, the Manager shall only effect transactions in respect of those assets after having been notified of the delivery date of those assets by the Client pursuant to clause 6.3 above.
Dealing. 18.1. This clause will apply wherever we arrange or execute transactions for you.
18.2. We may refuse to carry out a transaction for you if:
▇▇.▇.▇. ▇▇ carrying out the transaction we reasonably believe that we may breach the FCA Rules, or any other applicable law or regulation, or otherwise be exposed to action or ensure from any governmental, regulatory or other law enforcement agency;
18.2.2. we are not reasonably satisfied that you have the right to deal in the investments which the transaction involves. In this case, we will not execute the transaction until you have given us proof which is reasonable satisfactory to us;
18.2.3. the instructions you have given us are unclear, or we have reasonable grounds to believe that the instructions are unclear, were given in error or were not given by you or someone you have authorised to give instructions on your behalf; and
18.2.4. we have not received any information which we reasonably require and which is necessary for us to carry out the transaction.
18.3. If we receive an instruction from you to carry out a transaction, we will do so as soon as is reasonably practicable.
18.4. We will carry out the transaction in accordance with all regulatory and market requirements, including the FCA Rules.
18.5. When we act on your behalf, we will execute transactions in line with "best execution". Best execution is our obligation under FCA Rules to obtain the best possible result for our clients. More information about best execution is contained in our Best Execution Policy. If you would like to receive a copy, please do ask us.
18.6. If you give us specific instructions about how to deal on your behalf, we may agree to act in accordance with your instructions rather than our Best Execution Policy. This may mean we are unable to achieve the best possible result for you, and the terms of the transaction may be adversely affected.
18.7. You authorise us to carry out transactions, on your behalf, outside of a Trading Venue if we believe it is in your best interests to do so.
18.8. When we carry out a transaction for you, we may combine your order and our own orders. This is known as "order aggregation". We will only do this if we reasonably believe that the order aggregation is unlikely to work to your overall disadvantage. However, the result of the order aggregation may be to your disadvantage in relation to a single order.
Dealing. 8.1 We may execute your dealing instructions upon or in accordance with the rules of any market or exchange and through any clearing house selected by us. We may enter into transactions for or with you which are not on or in accordance with the rules of any exchange for example, off-exchange transactions in foreign currencies, or in other non-readily realisable investments.
8.2 Assets and profits arising on closing a position, settlement or liquidation will be credited to your Account and losses will be debited from your Account. Any debit balance arising as a result of any close-out, settlement or liquidation will be payable by you forthwith whether or not demanded by us.
8.3 We shall be entitled to carry out all transactions in accordance with the rules, regulations, customs or practices of the relevant market, exchange and / or clearing house and all applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and / or market practice. We will be entitled to take or not take any reasonable action we consider fit in order to ensure compliance with the same and all such actions so taken will be binding upon you.
8.4 You agree that any transactions we effect for you will be subject to the rules, regulations, customs and practices of each relevant market, exchange, or clearing house on, through or with which we deal.
8.5 In executing transactions for or with you, we will always deal with you as principal whilst bearing in mind the best execution obligations of the MFSA and how they apply to each different client classification.
8.6 We may, at our discretion, aggregate your orders with our own orders or those of other clients of ours or our associates. We will allocate the proceeds of such orders among the participating accounts in a manner which we believe to be fair and equitable. If the combined order is not executed at the same price, we may average the prices paid or received and debit or credit your Account with the average net price. Details of average price will be furnished on request. Such allocation must take place within five business days of execution. In aggregating your orders in this way, we must reasonably believe this will be to your advantage, for instance to obtain better execution or reduced foreign exchange or other dealing costs by being part of a larger transaction. However, on occasion, aggregation and allocation may result in you obtaining a less f...
Dealing. 2.1 The Broker shall be authorized but not bound to act on an instruction given by the Client or the Authorized Person (if any) to carry out a Transaction (whether directly or through other dealer or otherwise). The Broker may at any time and from time to time impose any limits including position limits on any Account and the Client agrees not to exceed such limits. If any of the said limits are or to be exceeded, The Broker may decline such an instruction and/or is
1. 遵守法律及規則
1.1 所有有關交易，應受本協議以及（就進行有關交易的該等交易所和∕或結算所而言）相關的有關交易所和 ∕或結算所的不時修訂章程、規則、規例、慣例、程序及行政要求的規限（尤其是就在聯交所進行的有關交易而言，應受聯交所及中央結算的規則、規例、慣例、程序及行政要求的規限）以及受不論是對客戶或經紀實施的一切不時修訂適用法律的規限。當經紀認為適當時，所有有關交易也應受涉及處理有關交易的經紀或其他人士的商業條款所規限。
1.2 與聯交所及中央結算的規則、規例、慣例、程序及行政要求所提供的保護水平及種類相比，如客戶的有關交易在聯交所以外的巿場達成的話，則客戶可能就該等有關交易享有明顯不同程度及種類的保障。
1.3 客戶確認：
(a) 如果（i）本協議與（ii）任何有關交易所及／或結算所的章程、規則、規例、慣例、程序及行政要求及法律（總稱「該等規則」）之間發生任何衝突，須以後者為準；
(b) 經紀可採取其認為合適的任何行動或按其認為合適者不採取任何行動，以確保遵守該等規則，包括但不限於調整任何有關帳戶、不理會任何未被執行的買賣指示或撤銷任何已執行的有關交易；
(c) 按此適用的該等規則以及按此採取的一切該等行動 應對客戶具有約束力；及
(d) 客戶應負責事先取得並維持為客戶簽立本協議或經紀達成與本協議有關的任何有關交易而需要的任何政府同意或其他同意。
1.4 本協議在本協議解除、免除或限制客戶在香港法律或任何其他有關法律下任何權利或經紀在上述法律下任何義務的範圍內並無效用。如果本協議的任何條文與聯交所、中央結算、聯交所期權結算所和∕或任何有關交易所和∕或任何結算所或對本協議的事項具有司法管轄權的任何其他有關主管當局或團體的任何現行或將來的法律、規則或規例不一致或成為不一致，則該等條文應被視為已按照任何上述法律、規則或規例予以刪除或修改。本協議應在一切其他方面持續並仍然具有十足效力及作用。
2. 交易
2.1 經紀獲授權但無義務應客戶或獲授權人（如有）的指示進行有關交易 (不論是直接或是透過其他交易商或其他人進行)。經紀可隨時或不時對任何有關帳戶施加任何限制，包括持倉限額，而客戶同意不超逾該限制。如任何該等限制已經或將會超逾，經紀可拒絕有關指示，及∕或將有關未完成的有關交易進行平倉。 entitled to close the open position of the Transactions concerned. The Broker may in its absolute discretion refuse to act on any of the instructions received from the Client without giving any reason, in particular for sell order without evidence of sufficient securities, or buy order without evidence of sufficient funds or compliance with the margin requirements (applicable to Margin Account). The Broker is not in any circumstances liable in any way for any loss of profit or gain, damage, liability or cost or expense suffered or incurred by the Client arising from or in connection with The Broker’s refusal to act on such instruction or omitting to notify the Client of such refusal.
2.2 The Broker shall act as an agent of the Client and not as a principal in relation to any Transactions undertaken by The Broker under this Agreement except where The Broker gives notice (in the contract note for the relevant Transaction or otherwise) to the Client to the contrary.
2.3 The Client shall inform The Broker when a sell order in respect of securities which th...
Dealing. 6.1 We will act in good faith and with due diligence in our choice and use of counterparties and brokers, and will take reasonable steps to obtain the best possible result for you when we place orders for execution on your behalf in accordance with our Order Execution Policy (as summarised at clause 6.8 and Schedule 1). If any counterparty should fail to deliver any necessary documents or to complete any transaction, we will take steps on your behalf to rectify such failure or obtain compensation in lieu thereof. Subject to our compliance with this clause 6.1, all reasonable costs and expenses properly incurred by us in connection with the provision of Services by us to you hereunder shall be paid by you.
6.2 It is likely that we will aggregate transactions for MMC’s Funds in accordance with the FCA Handbook. Subject to paragraph 6.6, all Subscriptions in Investee Companies in an investment round will be made on the same terms by MMC’s Funds. We will only aggregate transactions in circumstances where it is likely that the aggregation will not disadvantage the customers concerned. However, the effect of aggregation may nevertheless work on some occasions to your disadvantage. We will ensure that aggregation shall not work to your overall disadvantage. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Handbook and as described in paragraph 5.7 above.
6.3 MMC and MMC’s employees may subscribe for shares, or hold options, in companies in which the EIS Funds invest, provided that the cumulative total does not exceed 10% of MMC Funds’ investment. The price that MMC and/or persons subscribe for such shares or options will not be less than that paid by the EIS Funds at the time of co-investment.
6.4 Subject to clause 20, you acknowledge that no arrangements exist for:
(a) securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of EIS Funds Subscriptions, which is not subject to independent approval, is excluded from participating in the making of that decision or recommendation; or
(b) securing independent approval of decisions and recommendations concerning the investment of EIS Funds Subscriptions which may be made by persons who have a material interest in them.
6.5 Accordingly, the EIS Funds may, subject to clause 20 and the FCA Handbook, invest in an Investee Company on behalf of an Investor notwithstanding the existence of the fol...