Common use of Handling of Orders Clause in Contracts

Handling of Orders. 5.1 The execution policy of the IF is set out in a separate document which the Client has to accept with a written confirmation. The IF may amend its order execution policy at any time during the duration of this agreement subject to the absolute discretion of the IF and any such amendment shall not otherwise affect the provisions of this agreement. 5.2 The IF may act in accordance with and be deemed to have been duly authorised by the Client in respect of any order which appears to have been placed (and which the IF has accepted in good faith that it has been placed) by the Client or by persons which have been appointed in accordance with the provisions of clause 22. The orders in respect of the Financial Instruments of the Client may be transmitted via telephone, fax, mail, delivery by hand, Electronic Services or by any manner or means which the IF shall determine from time to time, provided the IF is satisfied, in its absolute discretion, for the validity of the order and the identity of the person placing the order. The IF may at its discretion request that the Client signs an indemnity towards the IF for the purpose of accepting orders. 5.3 For the purpose of protecting the mutual interests of the IF and the Client, the IF shall be entitled to proceed to, and the Client consents accordingly to the recording or transcription by any other means of his telephone communications with the IF’s employees. The recording may be used as evidence of reception of the order by the IF as well as of the content of the order. 5.4 Any order of the Client to the IF should be precise and should describe its object with accuracy. Orders for amendments, confirmations or repetitions should be defined expressly as such. The IF reserves the right (but not the obligation), in order to protect the Client’s transactions, to require the Client, at his own expense, to confirm such orders in writing before transmitting them for execution. Reception of the order by the IF shall not constitute acceptance and acceptance shall only be constituted by execution of the order to the degree and extent of such execution. The IF reserves the right to establish the contents of the order as it should be completed and submitted by the Client to the IF for it to by a valid and binding order under the Agreement. 5.5 Any orders of the Client, once placed, shall be irrevocable except where the IF can and shall allow the Client to revoke or amend the order in question. 5.6 The IF shall have the right to proceed to partial execution of orders or to the aggregation of the order with orders of other Clients of the IF or with orders of the IF for own account within the context of aggregated transactions. In the case of partial or total execution of aggregated orders, the distribution of the proceeds of the transaction among the Clients or among the Clients and the IF shall be effected on a proportional equitable basis, unless otherwise agreed. 5.7 With particular regard to the service of reception and transmission of orders, the IF, upon acceptance of the order, shall only be obligated to duly transmit to a person or persons having the ability to execute such order. 5.8 The Client acknowledges and accepts the risk of mistakes or misinterpretations in the orders sent due to technical or mechanic failures 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 unauthorised persons. The Client accepts that during the reception and transmission or execution of his order, the IF shall have no responsibility as to its content, the identity of the person placing the order or his power to manage the IF Account of the Client or to dispose of the underlying Financial Instruments or for any delay in the reception and transmission or execution of the order except only for fraud or gross negligence. The Client shall be obliged to indemnify and keep indemnified the IF or its directors or its employees or its representatives for any claim by third parties or damage, obligation, costs or expenses which the IF or any third party may incur or sustain as a result of the reception and transmission or execution of the orders. 5.9 The IF shall have no liability in respect of acts or omissions of natural or legal persons which may substitute it during the reception and transmission or execution of the Client’s order. 5.10 The Client shall be exclusively responsible for the persons employed for the transmission of the orders and shall be precluded from claiming against the IF any defect during the transmission of the order in relation to the person transmitting the order, even where the said person has acted fraudulently or with gross negligence. The Client shall be bound unto the IF for each and every order transmitted to the IF in his name through such person and any relevant claim by him shall be limited exclusively to a claim against the person transmitting the orders.

Handling of Orders. 5.1 The execution policy of the IF is set out in a separate document which the Client has to accept with a written confirmation. The IF may amend its order execution policy at any time during the duration of this agreement subject to the absolute discretion of the IF and any such amendment shall not otherwise affect the provisions of this agreement. The execution policy covers, inter alia, the following details: (1) an account of the criteria applicable and the importance attached to these criteria; (2) a list of the execution venues on which the IF places significant reliance in meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of Client orders; (3) reference to any specific instructions from the Client that may prevent the IF from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions. 5.2 The IF may act in accordance with and be deemed to have been duly authorised by the Client in respect of any order which appears to have been placed (and which the IF has accepted in good faith that it has been placed) by the Client or by persons which have been appointed in accordance with the provisions of clause 22. The orders in respect of the Financial Instruments of the Client may be transmitted via telephone, fax, mail, delivery by hand, Electronic Services or by any manner or means which the IF shall determine from time to time, provided the IF is satisfied, in its absolute discretion, for the validity of the order and the identity of the person placing the order. The IF may at its discretion request that the Client signs an indemnity towards the IF for the purpose of accepting orders. 5.3 For the purpose of protecting the mutual interests of the IF and the Client, the IF shall be entitled to proceed to, and the Client consents accordingly to the recording or transcription by any other means of his telephone communications with the IF’s employees. The recording may be used as evidence of reception of the order by the IF as well as of the content of the order. 5.4 Any order of the Client to the IF should be precise and should describe its object with accuracy. Orders for amendments, confirmations or repetitions should be defined expressly as such. The IF reserves the right (but not the obligation), in order to protect the Client’s transactions, to require the Client, at his own expense, to confirm such orders in writing before transmitting them for execution. Reception of the order by the IF shall not constitute acceptance and acceptance shall only be constituted by execution of the order to the degree and extent of such execution. The IF reserves the right to establish the contents of the order as it should be completed and submitted by the Client to the IF for it to by a valid and binding order under the Agreement. 5.5 Any orders of the Client, once placed, shall be irrevocable except where the IF can and shall allow the Client to revoke or amend the order in question. . 5.6 The IF shall be obliged to timely transmit and execute the Client’s orders and particularly as soon as possible after reception of such order. Derogation is only permitted where 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. In addition, the IF shall be obliged to show due diligence in order to execute the order in the best possible terms for the Client as provided below. 5.7 The IF shall have the right to proceed to partial execution of orders or to the aggregation of the order with orders of other Clients of the IF or with orders of the IF for own account within the context of aggregated transactions. In the case of partial or total execution of aggregated orders, the distribution of the proceeds of the transaction among the Clients or among the Clients and the IF shall be effected on a proportional equitable basis, unless otherwise agreed. 5.7 5.8 With particular regard to the service of reception and transmission of orders, the IF, upon acceptance of the order, shall only be obligated to duly transmit to a person or persons having the ability to execute such order. 5.8 5.9 The Client acknowledges and accepts the risk of mistakes or misinterpretations in the orders sent due to technical or mechanic failures 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 unauthorised persons. The Client accepts that during the reception and transmission or execution of his order, the IF shall have no responsibility as to its content, the identity of the person placing the order or his power to manage the IF Account of the Client or to dispose of the underlying Financial Instruments or for any delay in the reception and transmission or execution of the order except only for fraud or gross negligence. The Client shall be obliged to indemnify and keep indemnified the IF or its directors or its employees or its representatives for any claim by third parties or damage, obligation, costs or expenses which the IF or any third party may incur or sustain as a result of the reception and transmission or execution of the orders. 5.9 5.10 The IF shall have no liability in respect of acts or omissions of natural or legal persons which may substitute it during the reception and transmission or execution of the Client’s order. 5.10 5.11 The Client shall be exclusively responsible for the persons employed for the transmission of the orders and shall be precluded from claiming against the IF any defect during the transmission of the order in relation to the person transmitting the order, even where the said person has acted fraudulently or with gross negligence. The Client shall be bound unto the IF for each and every order transmitted to the IF in his name through such person and any relevant claim by him shall be limited exclusively to a claim against the person transmitting the orders.