10. EVENTS OF DEFAULT 10 违约事件 10.1 Events of Default: The following shall constitute Events of Default: (a) you fail to make any payment when due under this Agreement or to make or take delivery of any property when due under, or to obs10. EVENTS OF DEFAULT 10 违约事件
10.1 Events of Default: The following shall constitute Events of Default:
(a) you fail to make any payment when due under this Agreement or to make or take delivery of any property when due under, or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non-performance has been given by the Non-Defaulting Party to the Defaulting Party;
(b) you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a "Custodian") of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals;
(c) an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such
involuntary case or other procedure either (a) has not been dismissed within five days of its institution or presentation or (b) has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;
(c) 根据任何破产、无力偿债、监管、监管或类似法律（包括在您破产时适用于您的任何公司或其它法律）就您自身或您的债务对您提出非自诉或其它法律程序，寻求或建议清盘、重组、并购安排或债务重整、冻结延缓偿付或其它类似宽免，或寻求委任您自身或您任何大部分资产的托管人，且该非自诉或其它法律程序(a) 在提起或提交后五日内未被驳回，或(b) 已在五日内被驳回，但理由仅为资产不足以偿付该诉讼或其它法律程序的费用；
(d) you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you; or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement
are commenced for any execution, any attachment or garnishment, or distress against,
or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible);
(e) you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party ("Credit Support Provider"), or of you, in favour of us supporting any of your obligations under this Agreement (each a "Credit Support Document");
(f) any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given;
(g) (i) any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; (ii) any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing
that this shall not be an Event of Default; (iii) any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit
Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; or (iv) any event referred to in paragraphs (b) to (d) or (h) of this sub-clause occurs in respect of any Credit Support Provider;
(g) (i)任何信用支持提供者或您自身不遵守或不履行根据适用的信用支持文件应由您或信用支持提供者遵守或履行的任何协议或义务，(ii) 任何信用支持文件在履行本协议下的您的全部义务前失效或不再具有十足效力和作用；经本公司书面同意不构成违约事件者除外；(iii) 任何信用支持提供者根据任何信用支持文件做出或发出或被视为做出或发出的任何陈述或保证，在其做出或发出或被视为做出或发出之时，被证明在任何重大方面具虚假性或误导性；或(iv) 发生本款 (b) 至 (d) 或 (h)段中提述的有关任何信用支持提供者的任何事件；
(h) you are dissolved, or, if your capacity or existence is dependent upon a record in a formal register, the registration is removed or ends, or any procedure is commenced seeking or proposing your dissolution, removal from such a register, or the ending of such a registration;
(i) where you or your Credit Support Provider is a partnership, any of the events referred to in paragraphs (b) to (d) or (h) of sub-clause 1 of this clause occurs in respect of one or more of your or its partners;
(j) we consider it necessary or desirable to prevent what we consider is or might be a violation of any Applicable Regulation or good standard of market practice;
(k) we consider it necessary or desirable for our own protection or any action is taken or event occurs which we consider might have a material adverse effect upon your ability to perform any of your obligations under this Agreement;
(l) any event of default (however described) occurs in relation to you under any other agreement between us which you are a party to or any other event specified for these purposes in the Individually Agreed Terms Schedule or otherwise occurs.
11. NETTING 11 净额结算
11.1 Rights on Default: On the occurrence of an Event of Default, we may exercise our rights under this clause, except that , if so specified by us in the Individually Agreed Terms Schedule or otherwise, in the case of the occurrence of any Event of
Default specified in paragraphs (b) or (c) of the definition of Events of Default (each a "Bankruptcy Default"), the automatic termination provision of this clause shall apply.
11.2 Liquidation Date: Subject to the following sub-clause, at any time following the occurrence of an Event of Default, we may, by notice to you, specify a date (the "Liquidation Date") for the termination and liquidation of Netting Transactions
in accordance with this clause.
11.3 Automatic termination: Where so specified in the Individually Agreed Terms Schedule, the date of the occurrence of any Bankruptcy Default shall automatically constitute a Liquidation Date, without the need for any notice by us and the provisions of the following sub-clause shall then apply.
11.4 Calculation of Liquidation Amount: Upon the occurrence of a Liquidation Date:
(a) neither of us shall be obliged to make any further payments or deliveries under any Netting Transactions which would, but for this clause, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of the Liquidation Amount;
(b) we shall (on, or as soon as reasonably practicable after, the Liquidation Date)
determine (discounting if appropriate), in respect of each Netting Transaction referred to in paragraph (a) the total cost, loss or, as the case may be, gain, in each case expressed in the Base Currency specified by us as such in the Individually Agreed Terms Schedule or otherwise in writing or, failing any such specification, the lawful Currency of the United Kingdom (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Agreement, of each payment or delivery which would otherwise have been required to be made under such Netting Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Market as may be available on, or immediately preceding, the date of calculation); and
(c) we shall treat each cost or loss to us, determined as above, as a positive amount
and each gain by us, so determined, as a negative amount and aggregate all of such
amounts to produce a single, net positive or negative amount, denominated in the Base
Currency (the "Liquidation Amount").
11.5 Payer: If the Liquidation Amount determined pursuant to this clause is a positive amount, you shall pay it to us and if it is a negative amount, we shall pay it to you. We shall notify you of the Liquidation Amount, and by whom it is payable,
immediately after the calculation of such amount.
11.6 Other transactions: Where termination and liquidation occurs in accordance with this clause, we shall also be entitled, at our discretion, to terminate and liquidate, in accordance with the provisions of this clause, any other transactions entered into between us which are then outstanding.
11.7 Payment: The Liquidation Amount shall be paid in the Base Currency by the close of business on the Business Day following the completion of the termination and liquidation under this clause (converted as required by applicable law into any
other currency, any costs of such conversion to be borne by you, and (if applicable) deducted from any payment to you). Any Liquidation Amount not paid on the due date shall be treated as an unpaid such amount and bear interest, at the average rate at
which overnight deposits in the currency of such payment are offered by major banks in the London interbank market as of 11.00 am (London time) (or, if no such rate is available, at such reasonable rate as we may select) one 1% per annum for each day
for which such amount remains unpaid.
11.8 Base Currency: For the purposes of any calculation hereunder, we may convert amounts denominated in any other currency into the Base Currency at such rate prevailing at the time of the calculation as we shall reasonably select.
11.9 Payments: Unless a Liquidation Date has occurred or has been effectively set, we shall not be obliged to make any payment or delivery scheduled to be made by us under a Netting Transaction for as long as an Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination hereunder, or any combination thereof) an Event of Default with respect to you has occurred and is continuing.
11.10 Additional rights: Our rights under this clause shall be in addition to, and not in limitation or exclusion of, any other rights which we may have (whether by agreement, operation of law or otherwise).
11.11 Application of netting to Netting Transactions: Subject to the Individually Agreed Terms Schedule, this clause applies to each Netting Transaction entered into or outstanding between us on or after the date this Agreement takes effect.
11.12 Single agreement: This Agreement, the particular terms applicable to each Netting Transaction, and all amendments to any of them shall together constitute a single agreement between us. We both acknowledge that all Netting Transactions entered into on or after the date this Agreement takes effect are entered into in reliance upon the fact that the Agreement and all such terms constitute a single agreement between us.
11.13 Other agreements: Subject to sub-clause 6 of this clause, the provisions of this clause shall not apply to any Transaction which is subject to liquidation and termination under another agreement. However, any sum resulting from a liquidation and termination under another agreement, may be set-off against the Liquidation
12. RIGHTS ON DEFAULT 12. 违约情况下的权利
12.1 Default: On an Event of Default or at any time after we have determined, in our absolute discretion, that you have not performed (or we reasonably believe that you will not be able or willing in the future to perform) any of your obligations to us, in addition to any rights under the Netting Clause we shall be entitled without prior notice to you:
(a) instead of returning to you investments equivalent to those credited to your account, to pay to you the fair market value of such investments at the time we exercise such right, and/or
(b) to sell such of your investments as are in our possession or in the possession of any nominee or third party appointed under or pursuant to this Agreement, in each case as we may in our absolute discretion select or and upon such terms as we may in our absolute discretion think fit (without being responsible for any lossor diminution in price) in order to realise funds sufficient to cover any amount due by you hereunder, and/or
(c) to close out, replace or reverse any Transaction, buy, sell, borrow or lend or enter into any other Transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under
or in respect of any of your contracts, positions or commitments.
13. TERMINATION WITHOUT DEFAULT 13 在无违约情况下终止
13.1 Termination: Unless required by Applicable Regulations, either party may terminate this Agreement (and the relationship between us) by giving ten days written notice of termination to the other. We may terminate this Agreement immediately if you fail to observe or perform any provision of this Agreement or in the event of
your insolvency other than in the case of force majeure. Upon terminating this Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation):
(a) all outstanding fees, charges and commissions; and
(b) any dealing expenses incurred by terminating this Agreement; and
(c) any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by us on your behalf.
13.2 Existing rights: Termination shall not affect then outstanding rights and obligations (in particular relating to the Indemnities and Limitation of Liability Clause and the Miscellaneous and Governing Law Clause) and Transactions which shall continue to be governed by this Agreement and the particular clauses agreed between us in relation to such Transactions until all obligations have been fully performed.
14. EXCLUSIONS, LIMITATIONS AND INDEMNITY 14. 除外责任、限制和赔偿保证
14.1 General Exclusion: Neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is a reasonably foreseeable consequence or arises directly from our or their respective gross negligence, wilful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence.
14.2 Tax implications: Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever.
14.3 Changes in the market: Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is effected.
14.4 Limitation of Liability: We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, Market, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty or liability we may have to you under the regulatory system (as defined in the FSA Rules), which may not be excluded or restricted thereunder.
14.5 Responsibility for orders: You will be responsible for all orders entered on your behalf via an Electronic Service and you will be fully liable to us for the settlement of any Transaction arising from it.
14.6 Entire Agreement: You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement. We will not be liable to you (in equity, contract or tort under the Misrepresentation Act 1967) for a representation that is not set out in this Agreement and that is not
14.7 Indemnity: You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal
fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or any matching Transaction on a Market or with an intermediate broker or as a result of any misrepresentation by you or any violation by you of your obligations under this Agreement (including any Transaction)
or by the enforcement of our rights.
15. MISCELLANEOUS 15. 其它事项
15.1 Amendments: We have the right to amend this Agreement without obtaining your prior consent unless required by any Applicable Regulations. If we make any material change to this Agreement, we will give at least ten business days notice to you. Such amendment will become effective on the date specified in the notice. Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
15.2 Notices: Unless otherwise agreed, all notices, instructions and other communications to be given by us under this Agreement shall be given to the address or fax number provided by you to us. Likewise, all notices, instructions and other
communications to be given by you under this Agreement shall be given to the address or fax number (in the Individually Agreed Terms Schedule) and/or by notice in writing by either party. You will notify us of any change of your address in accordance with this clause.
15.3 Electronic Communications: Subject to Applicable Regulations, any communication between us using electronic signatures shall be binding as if it were in writing. Orders or instructions given to you via e-mail or other electronic means will constitute evidence of the orders or instructions given.
15.4 Recording of calls: We may record telephone conversations without use of a warning tone to ensure that the material terms of the Transaction, and any other material information relating to the Transaction is promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the orders or instructions given.
15.5 Our records: Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not
originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
15.6 Your records: You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
15.7 Investor Protection Schemes: We are a member of the Financial Services Compensation Scheme (the "Scheme") in the United Kingdom. The Scheme is only available to certain types of claimants and claims. Payments to eligible claimants under the
Scheme will vary depending on the type of protected claim (e.g. deposits or investments) the claimants hold with respect to the relevant institution. Payments under the Scheme in respect of investments are subject to a maximum payment to any eligible investor of GBP 48,000, made up of 100% of the first GBP 30,000 and 90% of next GBP 20,000. Further details of the Scheme are available on request or at the Scheme.s official website at www.fscs.org.uk.
15.8 Complaints procedure: We are obliged to put in place internal procedures for handling complaints fairly and promptly. You may submit a complaint to us, for example by letter, telephone, e-mail, or in person. We will send you a written acknowledgement of your complaint promptly following receipt, enclosing details of our complaints procedures, including when and how you may be able to refer your complaint to the
Financial Ombudsman Service. Please contact us if you would like further details regarding our complaints procedures.
15.8 投诉程序：本公司已经为公帄及时地处理投诉意见而制定了内部程序。您可向本公司提出投诉意见，例如，用信件、电话、电邮或有专人提出。本公司将在收到意见后，立即就您的投诉意见向您发出书面确认，有关本公司的投诉程序随附于本协议，包括您可将投诉意见转呈金融申诉专员（Financial Ombudsman Service）的时间和方式。若需本公司投诉程序的进一步详情，请联系本公司。
15.9 Third Party Rights: This Agreement shall be for the benefit of and binding upon us both and our respective successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.
15.10 Time of essence: Time shall be of the essence in respect of all obligations of yours under this Agreement (including any Transaction).
15.11 Rights and remedies: The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.
15.12 Set-off: Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set off any amount (whether actual or contingent, present or future) owed by you to us against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes, we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
15.13 Partial invalidity: If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected
16. GOVERNING LAW AND JURISDICTION 16. 管辖法律和司法权区
16.1 Governing law: A Transaction which is subject to the Rules of a Market shall be governed by the law applicable to it under those Rules. Subject thereto, this Agreement shall be governed by and construed in accordance with English law.
16.2 Law applicable to relationship prior to the conclusion of the Agreement: The law applicable to the relationship between us prior to the conclusion of this Agreement is English law.
16.3 Jurisdiction: Each of the parties irrevocably: 16.3 司法权区：各方不可撤销地：
(a) agrees for our benefit that the courts of England shall have jurisdiction to settle any suit, action or other proceedings relating to this Agreement ("Proceedings") and irrevocably submits to the jurisdiction of such courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); and
(b) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.
16.4 Waiver of immunity and consent to enforcement: You irrevocably waive to the fullest extent permitted by applicable law, with respect to yourself and your revenue and assets (irrespective of their use or intended use) all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any courts, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which you or your revenues or assets
might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agree that you will not claim any immunity in any Proceedings. You consent generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings, including, without limitation, the
making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.
16.4放弃豁免权与同意强制执行：您在适用法律允许的最大范围内，就您和您的收入及资产（无论用途或拟订用途为何），不可撤销地放弃您或您的收入或资产在任何司法管辖区法院的任何法律程序中本应享有的所有豁免权，而该豁免权乃基于主权或基于 (i)诉讼；(ii) 任何法院的司法管辖权； (iii) 通过强制执行或收回财产的禁制令或命令给予的济助； (iv) 资产查封（无论是在判决之前或之后）和 (v) 任何判决的执行或强制执行；您还不可撤销地同意，不会在任何法律程序中就任何豁免权提出申索。您一般性地同意就任何法律程序给予济助，或就这些法律程序发出法律程序文件，包括但不限于对任何财产（不论其用途或意向用途）做出、强制执行或执行这些法律程序中可能发出或做出的任何命令或判决。
16.5 Service of process: If you are situated outside England and Wales, process by which any Proceedings in England are begun may be served on you by being delivered to the address in England or Wales nominated by you for this purpose in the Individually Agreed Terms Schedule. This does not affect our right to serve process in another manner permitted by law.
17. INTERPRETATION 17 释义
17.1 Interpretation: In this Agreement:
"Applicable Regulations" means:
(a) FSA Rules or any other rules of a relevant regulatory authority;
(b) the Rules of the relevant Market; and
(c) all other applicable laws, rules and regulations as in force from time to time;
"Associate" means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoint, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them;
"Business Day" means a day which is not a Saturday or a Sunday and upon which banks are open for business in London;
"Credit Support Provider" means any person who has entered into any guarantee, hypothecation, agreement, margin or security agreement in our favour in respect of your obligations under this Agreement;
"Electronic Services" means a service provided by us, for example an internet trading service offering clients access to information and trading facilities, via an internet service, a WAP service and/or an electronic order routing system.
"Event of Default" means any of the events of default as listed in paragraphs (a) to (l) of sub-clause 1 of the Clause headed "Events of Default";
"FSA Rules" means the rules contained in the Handbook of Rules and Guidance produced by the Financial Services Authority as from time to time in force (as varied by any waiver, dispensations or individual guidance granted by the Financial Services Authority and applicable to ODL Securities Limited)
"Market" means , except in the LIFFE Schedule any regulated market, or multilateral trading facility (as such terms are defined in the FSA Rules);
"Netting Transaction" means a Transaction which is intended to be subject to the clause entitled "Netting" and for such purposes is identified as a "Netting Transaction" in the Individually Agreed Terms Schedule or by its own terms;.
"Rules" means articles, rules, regulations, procedures and customs, as in force from time to time; and
"System" means all computer hardware and software, equipment, network facilities and other resources and facilities needed to enable you to use an Electronic Service.
"Transaction" means any transaction subject to this Agreement, and includes:
(i) a contract made on a Market or pursuant to the Rules of a Market;
(ii) contract which is subject to the Rules of a Market;
(iii) a contract which would (but for its term to
maturity only) be a contract made on, or subject to the Rules of a Market and which,
at the appropriate time, is to be submitted for clearing as a contract made on, or
subject to the Rules of a Market; in any of cases (i), (ii) and (iii) being a future,
option, contract for differences, spot or forward contract of any kind in relation to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combination thereof; (iv) a transaction which is matched with any transaction within paragraph (i), (ii) or (iii) of this definition; or
(v) any other transaction which we both agree, in any specific Clause, the Individually Agreed Terms Schedule or otherwise, shall be a Transaction.
(iii) 属于（仅在其到期前的期限内）按照或根据市场规则达成的合同，在适当时间，将被提交作为按照或根据市场规则达成的合同清算的合同；若(i)、(ii)及(iii)任何一种情况属于与任何商品、金属、金融工具（包括任何证券）、利率、指数或其任何组合有关的各种期货、期权、差价合同、现货或远期合同； (iv) 与本定义第(i)、(ii)或(iii)段中的任何交易相匹配的交易；或 (v) 双方在任何特定条款、特别协定条款附表或其它中，协定属于本协议交易的任何其它交易。
17.2 General interpretation: A reference in this Agreement to a "clause" or "Schedule" shall be construed as a reference to, respectively, a clause or Schedule of this Agreement, unless the context requires otherwise. References in this Agreement to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A reference in this Agreement to "document" shall be construed to include any electronic document.
The masculine includes the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires. Words and phrases defined in the FSA's Rules have the same meaning in this Agreement unless expressly defined in this Agreement.
17.3 Schedules: The clauses contained in the attached Schedule(s) (as amended from time to time) shall apply. We may from time to time send to you further Schedules in respect of Markets or Transactions. In the event of any conflict between the clauses of any Schedule and this Agreement, the clauses of the Schedule shall prevail. The fact that a clause is specifically included in a Schedule in respect of one Market or Transaction shall not preclude a similar clause being expressed or implied in relation to any other Market or Transaction. So far as applicable, paragraph 1 of
Part 1 of the LIFFE Schedule shall be construed as also applying to and having effect in relation to all other Markets.
17.4 Headings: Headings are for ease of reference only and do not form part of this Agreement.
Schedule: Order Execution and Best Execution Policy附表：指令执行和最佳执行政策
Under MiFID, ODL Securities Ltd (.ODL.) is required to implement an Order Execution Policy and a Best Execution Policy in order to obtain the best results for its clients. The aim of this document is to provide our clients with the appropriate details of these policies in accordance with the Financial Services Authority’s rules requirements and in order to extend to our clients a transparent overview to our business practices.
ODL has put in place Order Execution Policy and Best Execution Policy with a view to provide the best possible results to our clients depending upon the circumstances and market conditions on a best endeavour basis. These policies take into consideration the relevant execution factors with due diligence paid to their comparative importance.
1. Scope 1. 范围
ODL understands there to be a duty of Best Execution owed to the client when orders are executed having arisen from either contractual or agency obligations, on the client.s behalf. The duty is not owed when ODL offers prices at which it will be prepared to buy or sell nor when ODL provide a quote in answer to such a request.
2. Discretion 2. 酌情决定权
The general market understanding is that the best possible results for a client would be determined by the price and/or the liquidity of the market. However, ODL may decide, in their absolute discretion, that in certain circumstances, other factors e.g. the need for timely execution of the order are more important in determining the best possible results. This may depend on the type of order, the financial instrument or the market involved.
3. Order Capture 3. 指令捕捉
ODL will endeavour to execute the order received in a prompt, fair and expeditious manner, ensuring that potential conflicts of interest between clients or between
the client and ODL are managed effectively. Where there is a lapse of time between ODL.s first quote and the client.s acceptance which causes delay or in the case
that the market conditions have changed, ODL will still be within its rights to execute the order; provided the quote is not significantly out of date and that it still would have met the best execution requirements.
4. Order Handling 4. 指令处理
ODL records and executes otherwise comparable orders sequentially and timed to coincide with receipt of the order unless the characteristics of the order or market
conditions make it impractical to do so; or if the client‘s interests demand otherwise. Orders received in a different media cannot be termed otherwise comparable.
5. Order Allocation 5. 指令分配
Depending upon the circumstances, market conditions and order size, ODL may aggregate the client order with those of other clients or transactions on behalf of ODL.
This aggregation is not considered to compromise the client interest although some disadvantage, in relation to a particular order, may occur. In the case of such
aggregated orders being partially executed, ODL will allocate the executed orders in terms of its Order Allocation Policy.
6. Execution Venues 6. 执行地点
ODL executes client orders at various execution venues. Selecting the execution venues to provide the best execution for the client requires consideration of the
relative importance of the execution factors depending upon the characteristics of:
. The client order; 客户指令；
. The financial instrument involved; 相关的金融工具；
. The execution venues and; 执行地点及；
. The client classification. 客户分类。
The execution factors that ODL consider are: ODL将考虑的执行因素有；
. Price; 价格；
. Costs; 成本；
. Speed of execution; 执行速度；
. Probability of execution and settlement; 执行和结算的可能性；
. Size of order; 指令大小；
. Nature of order and; 指令性质和；
. Other relevant consideration to the execution of the order.
ODL monitor the execution venues and other execution arrangements regularly for their effectiveness and consistency in providing best results.
7. Methods of Execution 7. 执行方法
Depending upon circumstances, ODL may execute orders outside Regulated Markets or MultiLateral Trading Facilities (.MTFs.). ODL believe restricting the execution of orders to Regulated Markets and MTFs may adversely affect the quality of the execution and liquidity. By signing this agreement you expressly consent to our executing your orders outside Regulated Markets and MTFs.
Where ODL provides portfolio management services and / or receiving and transmitting orders for you, we take into account your best interests while placing or transmitting orders to other entities.
8. Client Limit Orders 8. 客户限制指令
We are required to publish limit orders given by you should we not be able to execute your order immediately. Please sign and return the attached form to confirm that you agree that when you place a limit order with us that is not immediately executable, we are authorized to exercise our discretion to not publish such an order to a Regulated Market or MTF.
9. Specific Client Instructions 9. 特定客户指示
Where you provide ODL with specific instructions in relation to your entire order, or any aspect of your order, for example a preferred execution venue, ODL will execute your order in accordance with your instructions, and to that extent ODL will not owe you a duty of best execution. To the extent that your specific instructions relate to only one or some aspects of the order, ODL will determine any unspecified aspects in accordance with its Order Execution Policy.
You should be aware that where you provide ODL with specific instructions in relation to the execution of your order, you may prevent ODL from following some or all
of the steps in our Order Execution Policy to obtain the best possible result for you in respect to those aspects affected by your instructions.
While we take all reasonable steps based on the resources available to us and depending upon the market conditions and circumstances as then prevalent to enable us to provide best possible results to you, we cannot guarantee that we will always be able to provide best execution to each and every order executed on your behalf particularly where you give us specific instructions as to all or part of your order.
10. ODL’s Commitment 10. ODL的承诺
ODL.s commitment to provide you with Best Execution does not mean that we owe you any fiduciary responsibility over and above the specific regulatory obligations placed upon us or as may be otherwise contracted between us.
11. Client Consent 11. 客户同意
Under MiFID we are required to obtain your consent to our Best Execution Policy and other matters as outlined above. We will consider that you have consented to agreeing such Best Execution Policy by your placing an order with us on, or after the 1st
We are however required to obtain your express consent for execution of your order outside Regulated Markets or MTFs and for exercising our judgement in the matter of
publishing your Limit Orders. We would request you to please provide such consent by signing this Agreement.
12. LANGUAGE 12. 语言：
Language: Any Interpretation of this document is governed by the English version. We accept no responsibility or liability (whatsoever and however caused) for the fitness of the content of the Chinese version