Common use of Instructions and Transactions Clause in Contracts

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communications, telex, facsimilie or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction in each case executed through the System including but not limited to circumstances in which 1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or 2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6.

Appears in 2 contracts

Sources: Electronic Access and User Agreement, Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface; (d) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be considered investment advice or a recommendation to enter into the Transaction; Your Firm has not received from Citibank, N.A. or its affiliated entities, any assurance or guarantee as to the expected results of any Transaction; You expressly undertake that you will not use the System for any purpose which is contrary to law or regulation or in any manner which could: (i) have the effect of manipulating or distorting a market; (ii) cause a false or misleading impression in relation to the price, volume or level of supply or demand for products or any underlying instruments or related financial instruments; (iii) have no commercial purpose (a.k. a. “wash trades”); assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi’s opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market; (e) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be; (f) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction; (g) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person; and (h) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS 6.. Chỉ Thị và Giao Dịch. Quý Khách và Công Ty Của Quý Khách phải chịu trách nhiệm về tất cả các chỉ thị, thông báo, thông tin liên lạc bằng lời nói, điện báo, thông tin liên lạc được chuyển bằng fax hoặc thông tin liên lạc khác (bao gồm chào giá và chào bán) được đưa ra thông qua Hệ Thống có liên quan đến thông tin nhận dạng của Quý Khách và/hoặc Quy Trình Bảo Mật được giao cho Quý Khách (“các Chỉ Thị”), và các Chỉ Thị này sẽ có hiệu lực ràng buộc đối với Quý Khách và Công Ty Của Quý Khách. Quý Khách tự gánh chịu rủi ro khi chuyển các Chỉ Thị cho Citibank, và đồng ý rằng Citibank sẽ không bị yêu cầu phải xác nhận việc nhận được bất kỳ Chỉ Thị nào trước khi tiến hành xử lý Chỉ Thị đó. Quý Khách sẽ không có Giao Dịch có hiệu lực ràng buộc với Citibank cho đến khi Citibank chuyển cho Quý Khách văn bản xác nhận việc chấp nhận Giao Dịch đó, bao gồm tỷ giá được thực hiện. Quý Khách hiểu và đồng ý rằng Citibank sẽ chấp nhận và làm theo các lệnh trên cơ sở nỗ lực trong mọi khả năng có thể. Citibank, theo toàn quyền định đoạt của mình, có thể từ chối hành động theo bất kỳ Chỉ Thị nào, và tùy từng thời điểm có thể hạn chế giao dịch trong một số công cụ tài chính nhất định. Citibank có thể bác bỏ, hủy bỏ hoặc bãi bỏ bất kỳ Giao Dịch nào, hoặc sửa đổi hoặc thay đổi các điều khoản của bất kỳ Giao Dịch nào, trong từng trường hợp được thực hiện thông qua Hệ Thống bao gồm nhưng không giới hạn ở các trường hợp mà (1) Giao Dịch được thực hiện dựa trên các tỷ giá hoặc mức giá sai, trong suốt thời kỳ biến động thị trường và/hoặc tính thanh khoản bị cản trở, trái với hoặc vi phạm bất kỳ luật hoặc quy định nào hoặc trong các trường hợp phi pháp hoặc không phù hợp và/hoặc (2) Đơn Xác Nhận đã được tạo ra do lỗi Hệ Thống. Bất kỳ trường hợp or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: bác bỏ, hủy bỏ, bãi bỏ, sửa đổi hoặc thay đổi nào được quy định tại mục 6 này sẽ được thông báo cho Quý Khách trong thời gian sớm nhất có thể trên cơ sở hợp lý và khi các điều khoản của Giao Dịch đó đã được sửa đổi hoặc thay đổi, văn bản xác nhận phản ánh nội dung sửa đổi hoặc thay đổi đó sẽ thay thế cho các văn bản xác nhận trước đó và cấu thành hồ sơ hiện hành về Giao Dịch có hiệu lực ràng buộc đó. Các thông báo về giao dịch qua tin nhắn SMS hoặc qua thông báo đẩy sẽ không cấu thành sự xác nhận. Nếu thích hợp, Quý Khách đồng ý, cam đoan và bảo đảm trên cơ sở liên tục rằng: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (a) Công Ty Của Quý Khách đang hành động cho chính mình và sẽ chịu trách nhiệm với tư cách là bên ủy thác đối với tất cả các Giao Dịch và việc xác nhận các Giao Dịch thông qua Hệ Thống (“các Xác Nhận”) mà Quý Khách tham gia thông qua Hệ Thống hoặc thông qua hình thức chuyển fax, email hoặc thông qua tin nhắn SWIFT đến số fax, địa chỉ email hoặc địa chỉ SWIFT do Quý Khách chỉ định và Quý Khách theo đây chấp nhận các rủi ro có liên quan đến phương tiện thông tin liên lạc mà Quý Khách đã lựa chọn; Công Ty Của Quý Khách có đầy đủ quyền hạn, tư cách, thẩm quyền và quyền hợp pháp để ký kết các Giao Dịch và/hoặc các Đơn Xác Nhận; các Giao Dịch và/hoặc các Đơn Xác Nhận xác lập các nghĩa vụ hợp pháp, hợp lệ và có hiệu lực ràng buộc của Công Ty Của quý khách có thể thi hành được theo các điều khoản của các nghĩa vụ đó; khi Quý Khách đang hành động với tư cách là Đại Lý, thì dẫn chiếu đến “Công Ty Của Quý Khách” tại mục 6 (a) này sẽ được hiểu chỉ là dẫn chiếu đến bên ủy thác của Quý Khách, và không phải là dẫn chiếu đến Quý Khách hoặc bên thuê Quý Khách, với điều kiện là Quý Khách đã thông báo cho Citibank rằng Quý Khách đang hành động với tư cách là Đại Lý và đã cung cấp chứng cứ đáp ứng yêu cầu hợp lý của Citibank về việc Quý Khách có thẩm quyền để sử dụng Hệ Thống thay mặt cho bên ủy thác của Quý Khách; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (b) Công Ty Của Quý Khách có thể đánh giá và hiểu được (thay mặt cho chính mình hoặc thông qua ý kiến tư vấn chuyên môn độc lập), và hiểu và chấp nhận, các điều khoản, điều kiện và các rủi ro của bất kỳ Giao Dịch nào; Công Ty Của Quý Khách cũng có thể gánh chịu, và gánh chịu, các rủi ro tài chính và các rủi ro khác của bất kỳ Giao Dịch nào; Từng Chỉ Thị đang và sẽ: (i) phù hợp khi xem xét đến trình độ tinh vi và chuyên môn, các biện pháp kiểm soát bảo mật và tình trạng tài chính của Quý Khách; (ii) tuân thủ Pháp Luật Hiện Hành; và (iii) được thực hiện theo các quy định quản trị được áp dụng và tất cả các chính sách hoặc thủ tục nội bộ được áp dụng của Công Ty Của Quý Khách; (c) Your Firm shall use the Algo Strategies solely (c) Công Ty Của Quý Khách chỉ sử dụng các (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface; (d) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be considered investment advice or a recommendation to enter into the Transaction; Your Firm has not received from Citibank, N.A. or its affiliated entities, any assurance or guarantee as to the expected results of any Transaction; You expressly undertake that you will not use the System for any purpose which is contrary to law or regulation or in any manner which could: (i) have the effect of manipulating or distorting a market; (ii) cause a false or misleading impression in relation to the price, volume or level of supply or demand for products or any underlying instruments or related financial instruments; (iii) have no commercial purpose (a.k. a. “wash trades”); assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi’s opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market; (e) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be; (f) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction; (g) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person; and (h) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface; (d) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be a. “wash trades”); assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi’s opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market; (e) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be; (f) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction; (g) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person; and (h) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which 1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or 2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface. (iv) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be considered investment advice or a recommendation to enter into the Transaction; Your Firm has not received from Citibank, a. “wash trades”); assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi’s opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market; (d) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be; (e) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction. (f) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person; (g) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your 6. Інструкції та Транзакції. Ви та Ваша фірма несете відповідальність за всі інструкції, повідомлення, усну комунікацію, телеграмні, факсимільні й інші повідомлення (включно з заявами й офертами), зроблені в Системі, identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: пов’язані з Вашою особою та (або) Процедурами з безпеки, призначеними Вам (далі — «Інструкції»), і такі Інструкції є обов’язковими для Вас і Вашої фірми. Ви передаєте Інструкції до Citibank на власний ризик і погоджуєтеся, що Citibank не буде зобов’язаний підтверджувати отримання будь- яких Інструкцій перед обробкою таких Інструкцій. Транзакція, направлена в Citibank, не має обов’язкової сили, допоки Citibank не передасть Вам підтвердження про прийняття такої Транзакції, в тому числі, курс обміну валюти. Ви розумієте та погоджуєтеся з тим, що Citibank прийматиме та виконуватиме інструкції, докладаючи максимальних зусиль. Citibank на власний розсуд може відмовитися від будь-яких Інструкцій і час від часу обмежувати торгівлю певними фінансовими інструментами. Citibank може відхиляти, скасовувати або анулювати будь- яку Транзакцію, або змінювати умови будь-якої Транзакції, в кожному випадку виконуваної в Системі, в тому числі, але не обмежуючись, в обставинах, коли: (1) Транзакція була виконана на підставі помилкових курсів або цін, протягом періоду ринкових коливань та (або) обмеженої ліквідності, всупереч або через порушення будь- якого закону чи нормативного акту, або в обставинах незаконного чи неналежного виконання; (2) Підтвердження було створено через помилку в Системі. Будь-яке таке відхилення, скасування, анулювання або змінення, викладені в цьому Розділі 6., будуть повідомлені Вам якнайшвидше, й якщо умови такої Транзакції були виправлені або змінені, підтвердження, що відображає таку зміну, заміняє попередні підтвердження й являє собою переважну реєстрацію обов’язкової Транзакції. Повідомлення про транзакції за допомогою СМС або push-сповіщень не є підтвердженням. Ви погоджуєтеся, запевняєте та гарантуєте (залежно від обставин), що:

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which 1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or 2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface. (iv) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related a. “wash trades”); assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi’s opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market; (d) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be; (e) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction. (f) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person; (g) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6.the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of Transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface; (d) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of a. “wash trades”); (iv) assist a misuse of information;

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree 6. Talimatlar ve İşlemler. Kimliğinize ve/veya Size atanan Güvenlik Prosedürlerine bağlı olarak Sistem üzerinden gerçekleştirilen tüm talimat, mesaj, sözlü iletişim, teleks, faks veya diğer iletişim işlemlerinden (alım-satım teklifleri dahil) (“Talimatlar”) Siz ve Firmanız sorumludur ve bu Talimatlar, Siz ve Firmanız için bağlayıcı olacaktır. Talimatları, riski size ait olmak üzere Citibank’a ileteceksiniz ve Citibank’ın herhangi bir Talimatı işleme koymadan that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which (1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or (2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant, as applicable, on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and önce söz konusu Talimatın alındığını onaylamasının gerekmeyeceğini kabul etmektesiniz. Gerçekleştirilen döviz alım-satım işlemleri dahil olmak üzere ilgili İşlemin kabul edildiğine dair Citibank tarafından Size bir onay iletilinceye kadar Citibank ile aranızda bağlayıcı bir İşlem olmayacaktır. Citibank’ın talimatları en iyi ▇▇▇▇ esasına ▇▇▇▇ kabul edeceğini ve işleme koyacağını anlamakta ve kabul etmektesiniz. Citibank, tamamen kendi takdirine bağlı olarak, herhangi bir Talimata ▇▇▇▇ hareket etmeyi reddedebilir ve zaman zaman belirli finansal araçlar ile yapılan işlemleri kısıtlayabilir. Citibank, (1) herhangi bir İşlemin hatalı oranlara veya fiyatlara dayalı olarak, piyasa oynaklığı ve/veya kısıtlı likidite döneminde, herhangi bir yasa veya yönetmeliğe aykırı şekilde veya ihlal ederek ya da yasa dışı veya uygunsuz koşullarda gerçekleştirildiği ve/veya (2) Onayın, Sistem hatası nedeniyle oluşturulduğu durumlar dahil ancak bunlarla sınırlı olmamak üzere, Sistem üzerinden gerçekleştirilen bir İşlemi reddedebilir, iptal edebilir veya feshedebilir ya da söz konusu İşlemin şartlarını tadil edebilir veya değiştirebilir. İşbu 6.. bölümde şartları düzenlenen herhangi bir ret, iptal, fesih, tadil veya değişiklik, ▇▇▇▇▇ ▇▇▇▇ en kısa sürede Size iletilecektir ve söz konusu İşlemin koşullarının tadil edildiği veya değiştirildiği durumlarda, söz konusu tadil veya değişikliği yansıtan onay, önceki onayların yerini alacak ve bağlayıcı İşleme dair geçerli kaydı teşkil edecektir. İşlemlerin SMS veya anlık bildirim ile bildirilmesi, onay teşkil etmez. Aşağıdaki hususları, geçerli olduğu şekilde, her zaman kabul, beyan ve taahhüt etmektesiniz: (a) Firmanız kendi nam ve hesabına hareket etmektedir ve Sistem üzerinden yapılan tüm İşlemlerden ve İşlemlerin teyit edilmesinden (“Onaylar”) ▇▇▇ şirket olarak sorumlu olacaktır; Sisteme, belirttiğiniz faks numarası, e-posta veya SWIFT adresleri üzerinden faks, e-posta veya SWIFT mesajı girmektesiniz ve seçilen iletişim araçlarıyla ilgili riskleri kabul etmektesiniz; Firmanız, İşlem gerçekleştirmek ve/veya Onay vermek için tam yetki, izin ve yasal hakka sahiptir; İşlemler ve/veya Onaylar, Firmanızın şartlarına uygun olarak yasal, geçerli ve bağlayıcı yükümlülüklerini oluşturmaktadır; Temsilci olarak hareket ettiğiniz durumlarda, Temsilci olarak hareket ettiğinizi Citibank’a bildirmiş olmanız ve Sistemi ▇▇▇ şirketiniz adına kullanma yetkiniz hakkında Citibank’a makul ve kabul edilebilir bir kanıt sunmuş olmanız şartıyla, işbu Bölüm 6(a)’da “Firmanız” terimi, Size veya işvereninize değil, yalnızca ▇▇▇ şirketinize yapılan bir atıf olarak yorumlanacaktır;

Appears in 1 contract

Sources: Electronic Access and User Agreement

Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communicationscommunication, telex, facsimilie facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You (“Instructions”), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at Your your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction Transaction, in each case executed through the System including but not limited to circumstances in which 1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or 2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, 6the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant on a continuing basis that: (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System (“Confirmations”) You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm’s legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to “Your Firm” in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal; (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm’s applicable governance requirements and all applicable internal policies or procedures; (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty’s expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface. (iv) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and a. “wash trades”); assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi’s opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market; (d) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be; (e) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction. (f) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person; (g) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

Appears in 1 contract

Sources: Electronic Access and User Agreement