Common use of DIRECT ELECTRONIC ACCESS Clause in Contracts

DIRECT ELECTRONIC ACCESS. This module applies where you have requested access to and use of certain electronic systems and services including direct market access facilities (“Electronic Facilities”) to facilitate the placing, routing and execution of orders in certain designated market(s) for and on behalf of account(s) and sub-account(s) (“Accounts”) which you (or your underlying customers through you) have opened with us from time to time. The Electronic Facilities to be provided will either be provided by us, one of our Affiliates, or made available through us by one or more third party facilities provider(s). Where we agree to provide you with Electronic Facilities, we will separately notify you from time to time which market or markets you are authorised to access and what fees and expenses we will charge for the provision of Electronic Facilities and related equipment (if required). Where you are acting on behalf of any underlying customer ("Authorised User"), you will be required to represent that your customer has irrevocably and unconditionally authorised you as its agent with full power to execute on its behalf all transactions through the Electronic Facilities and that your underlying customer has undertaken to approve, confirm, ratify and settle all transactions executed by you on its behalf. All Electronic Facilities are provided on an ‘as is and ‘as available’ basis and are subject to any operating instruction, upgrades, fixes, enhancements and other terms and conditions imposed by any relevant facilities provider, by us, or by any relevant regulatory body from time to time, which you are required to observe. We will endeavour to inform you of any changes to the Electronic Facilities where we envisage that there could be a material impact to any functionality but shall not be held liable for any disruption to the services. We may, at any time, reject, cancel, or make any adjustment which we deem necessary to any trading order transmitted by you via the Electronic Facilities, when (a) we consider, at our absolute discretion, that such order may breach or may have breached any provision of the Applicable Rules (b) the price limit designated by you exceeds the scope of the price established by the market where the relevant order is to be executed; or (c) when we deem in our absolute discretion that the order may harm the integrity of the market. You also understand that you are subject to our internal trading limits which will be notified to you in advance. In the event that you exceed such trading limits, we may, in our sole absolute discretion, cease accepting orders and shall notify you of this as soon as reasonably practicable. All amounts due in excess of the trading limits shall immediately become due and payable by you. No further orders shall be placed by you through the Electronic Facilities until further notice from us. We will reserve the right to revoke your and your Authorised Users’ access to the Electronic Facilities at any time without prior notice. We will not be held liable to you (or the Authorised Users) for any loss, damage, costs, or expenses of whatsoever nature and howsoever arising which may be suffered by you (or the Authorised Users) as a result of our decision to impose any restriction on, suspend, disallow or terminate your (or the Authorised Users’) use of the Electronic Facilities. You and your Authorised Users will comply at all times with Applicable Regulations, restrictions and limits, operating instructions, and other terms and conditions related to the Electronic Facilities, which may be imposed from time to time by any facilities provider, by us, or by any relevant regulatory body at any time and for any reason, without prior notice. We shall be subject to record keeping requirements in providing Electronic Facilities which you agree to and will comply with. Access to Electronic Facilities will be subject to our rights of proprietary copyright and all other intellectual property rights in connection with the access to and use of the Electronic Facilities. You agree to, and to procure the Authorised Users agree to, obtain and maintain all necessary licenses, consents and authorities relating to the access to and use of the Electronic Facilities from time to time. You further agree to indemnify us for all losses, damages, liabilities, and claims made against us arising from or as a result of your (or the Authorised Users’) use of the Electronic Facilities. These indemnity provisions will survive termination of this agreement or termination of your access and use of the Electronic Facilities. You agree that we will not execute any orders for you (or any Authorised Users) through the Electronic Facilities unless and until there are sufficient cleared funds, securities, margin or other assets in the Accounts, as required by us from time to time. The Electronic Facilities may be provided by a third party service provider or by us or an Associate of ours with the assistance and technology of a third party service provider or providers. Neither we nor an Associate shall be liable or responsible for any loss incurred by you or any person in connection with and arising out of any action or omission, advice, representation, failure or default attributable to a service provider. If there is anything you wish to query, please contact Daiwa Capital Markets Europe Limited ("DCME") as soon as possible. All joint account holders must sign. All trustees must sign. A company should arrange for this Agreement to be executed by authorised signatories of the company (and evidence of authority may be requested).