::CRYSTAL Finance Investments Ltd

Between the Customer (Hereinafter referred to as ‘the Customer’, and together referred to as the ‘Parties’) and Crystal Finance Investments Ltd, a limited liability company registered in Malta with registration number C26761 having registered address at Allcare Building, University Roundabout, Msida (hereinafter referred to as ‘the Company’);

The Company is licensed under the Investment Services Act, 1994 (hereinafter referred to as the ‘ISA’) by the Malta Financial Services Authority (hereinafter referred to as the ‘MFSA’). The MFSA may be contacted on the following address: Notabile Road, Attard BKR3000, Malta; telephone no: +356 21 441 155; fax no: +356 21 441 188; URL: www.mfsa.com.mt. As a holder of a Category 2 investment services licence, the Company is authorised to receive and transmit orders, to execute orders on behalf of other persons, to manage investment portfolios, to provide trustee or nominee services, and to give investment advice in relation to transferable securities, money market instruments, units in collective investment schemes, foreign exchange acquired or held for investment purposes, and options, futures, swaps, forward rate agreements and other derivative contracts relating to securities, currencies, interest rates or yields, or other derivative instruments, financial indices or financial measures which may be settled physically or in cash, and other Instruments (as defined below). The Company is also authorised in terms of its Category 2 Licence to provide Ancillary Services (as defined below).
The Customer desires the Company to provide it with the Services (as defined hereunder);
The purpose of this Agreement is to provide the basis on which the Services are to be provided by the Company and to set out the rights and obligations of the Parties, and the other terms and conditions on which the Company will provide Services to the Customer;

1.1. Save to the extent that the context or the express provisions in this Agreement otherwise require, in this Agreement the following words and expressions shall have the meaning assigned to them as follows:

“Ancillary Services”	Services ancillary to the Services, including: safekeeping and administration of Instruments for the account of the Customer; foreign exchange services where these are connected to the provision of Services; investment research and financial analysis or other forms of general recommendation relating to transactions in Instruments; and/or carrying out for the Customer (and possibly for other parties or potential parties to the Contracts) work which is preparatory to the conclusion of the Contracts and, where appropriate, assist in the administration and performance of such Contracts.
“Cleared Funds”	Funds which have been irrevocably credited to the account designated by the Company from time to time as notified by the relevant bank with which such designated account is held.
“Contracts”	The contracts as referred to in the definition of Services.
“Customer’s Assets”	The Instruments and other assets belonging to the Customer held or adminstered by the Company for the account of the Customer from time to time.
“Customer’s Money”	The funds belonging to the Customer held or adminstered by the Company for the account of the Customer from time to time.
“Execution Only Services”	Services provided on the initiative of the Customer, consisting in the reception and transmission of orders and/or the execution of orders on behalf of the Customer, in relation to one or more instruments as listed below: shares admitted to trading on a regulated market in an EU or EEA Member State or in an equivalent third country market, money market instruments, bonds or other forms of securitised debt (excluding those bonds or securitised debt that embed a derivative); undertakings for collective investment in transferable securities (UCITS); and other non-complex financial instruments as defined in the Investment Services Rules issued by the Malta Financial Services Authority; with or without any ancillary services as may be required.
“Inducements”	The fees, commissions, and/or non-monetary benefits referred to in Clause 4.1.
“Instruments”	The following instruments as defined in the First Schedule to the ISA: transferable securities; money market instruments; units in collective investment schemes, and/or foreign exchange acquired or held for investment purposes; options, futures, swaps, forward rate agreements and other derivative contracts relating to securities, currencies, interest rates or yields, or other derivative instruments, financial indices or financial measures which may be settled physically or in cash; certificates or other instruments which confer property rights in respect of any instrument falling within this Schedule; foreign exchange acquired or held for investment purposes; and/or any other instrument as defined in the First Schedule. Without prejudice to the generality of the foregoing, the term “Instruments” shall include investment products such as notes and structured products, whether capital guaranteed/capital protected or not including those with embedded options in their structure.
“ISA”	The Investment Services Act (Chapter 370 of the Laws of Malta).
“Law”	The laws of Malta, including the ISA, and any regulations, rules and guidelines issued thereunder.
“Licence”	The Company’s investment services licence issued by the MFSA in terms of the ISA.
“Services”	The Services that may be provided by the Company, upon the Customer’s request, in relation to one or more Instruments in accordance with the terms and conditions of this Agreement, namely:
	to introduce or refer the Customer to other persons with a view to the conclusion of contracts for the purchase and/or sale and/or other deals in relation to one or more Instruments, as may be authorised from time to time by the investment services Licence held by the Company (hereinafter all the above orders and contracts are referred to as the “Contracts”); to give to the Customer investment advice on the merits of the conclusion of the Contracts referred to in paragraph (i) above and/or Instruments (hereinafter referred to as “Investment Advice”); to receive and transmit orders in relation to one or more Instruments (hereinafter referred to as “Reception and Transmission of Orders”); to execute orders for or on behalf of the Customer and possibly other persons in relation to Instruments (hereinafter referred to as “Execution of Orders”); to manage the Customer’s portfolio of Investments at the Company’s discretion (hereinafter referred to as “Portfolio Management”); to act as nominee holder of Customer’s Money and/or Assets represented by or otherwise connected with an Instrument, where the Company is so doing as part of its providing any Service in point (i) to (v) above.
“Tax”	Any form of taxation, duty, levy, impost, charge, social security or other similar contribution, or rates (whether created or imposed by any governmental, state, federal, local, municipal or other body, and whether in Malta or elsewhere), including any related penalty, interest, fine or surcharge.

2.1. Save to the extent that the context or the express provisions of this Agreement otherwise require, in this Agreement:

words importing any gender include all other genders;
words importing the singular number only include the plural number and vice versa;
words which import the whole are to be treated as including reference to any part of the whole;
where at any one time there are two or more persons included in the expression "Party" obligations contained in this Agreement are binding jointly and severally on them;
words importing individuals include legal persons and vice versa;
references to this Agreement or to any other document are to be construed as reference to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;
any reference to a Clause is to the relevant Clause of this Agreement;
reference to any statute or statutory provision (including any subordinate legislation) includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and includes any orders, legislation, instruments or other subordinate legislation made under the relevant statute or statutory provision;
any phrase introduced by the words "including", "include", "in particular" or any similar expression is to be construed as illustrative only and shall not be construed as limiting the generality of any preceding words.

2.2. The headings in this Agreement are included for convenience only and are to be ignored in its construction.

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3.1. The Company shall, on the request of the Customer and subject to any limitations and restrictions imposed from time to time in the Company’s Licence or under the Law, provide the Services and Ancillary Services in relation to the Instruments in accordance with the terms and conditions of this Agreement.

3.2. Where the Company gives Investment Advice to the Customer it may do so in writing or orally. The Company shall use reasonable endeavours to ensure that advice or information is soundly based and accurate but the Customer acknowledges that advice and market information provided by the Company may be based upon information, which is incomplete and unverified and that opinions about future price developments, which could be the source of investment advice, can never be considered as a guarantee of performance and that such opinions could change depending on evolving events and new information that may not have been available at the time of giving advice. The Company shall not be held liable for any loss, action, proceedings, claims, damages, expenses, costs or other liabilities whatsoever which may be suffered or incurred by or made against the Customer as a result of relying on any advice or information provided by the Company except to the extent that such are caused by or arise as a result of the Company’s fraud, wilful default or negligence.

The Company shall be under no duty to disclose to, or make use of, or for the benefit of, the Customer, any information that comes to the notice of the Company in the ordinary course of its business except information that comes to the express notice of the Company in the course of it supplying the Services to the Customer. Information will only be disclosed, or used to the extent that it does not entail a breach of duty of confidentiality, which may be owed by the Company to any other person. The Company shall not be obliged to disclose to the Customer the basis for any Investment Advice given by the Company.

It is hereby acknowledged and agreed by the Parties that any Investment Advice given by the Company shall not relate, or be deemed by the Customer to relate, and may not be relied upon by the Customer as an advice relating, to any Taxes or requirements referred to in Clause 5.6 or the provisions of the laws of any relevant jurisdiction relating to such taxes or requirements, and it shall be the responsibility of the Customer to seek and procure advice on any such matters from sources other than the Company.

3.3. Where the Company is entrusted with holding and/or controlling the Customer’s Assets in accordance with Clause 3.1 , the Company shall have no duty or responsibility as regards voting in respect of any Instrument or as regards any subscription, conversion or other rights in respect thereof except in accordance with the Customer’s prior written instructions and upon such indemnity and provision for expenses as the Company may require.

3.4. For all intents and purposes, the Customer shall be treated as a Retail Cient (as defined in the Investment Services Rules issued by the MFSA). Retail Clients enjoy the highest level of client protection in terms of the Law. However, the Customer may request to be treated as a Professional Client (as defined in the Investment Services Rules issued by the MFSA). If the Customer opts to be treated as a Professional Client, this would mean that the Customer has chosen to waive some of the protections afforded to Retail Clients. The Company will only uphold such request by the Customer if the relevant regulatory criteria and procedure are fulfilled and in accordance with the Company’s internal client classification policy. Further information on this matter will be provided to the Customer upon request.

3.5. The Customer shall provide the Company with any information as may required by Law or which the Company requires in order to meet the Company’s legal and regulatory obligations or Licence conditions.

3.6. When providing Investment Advice or Portfolio Management Services, the Company shall assess whether the transaction to be recommended, or entered into in the course of providing a Portfolio Management service, is suitable for the Customer on the basis of the information provided in terms of Clause 3.5.. The Company shall not provide any Investment Advice or Portfolio Management services, if in the Company’s opinion, it does not have the necessary information so as to enable the Company to recommend to or, in the case of Portfolio Management, to effect for the Customer, the investment Services and financial Instruments that are suitable for him.

3.7. When providing investment Services other than Investment Advice or Portfolio Management services, the Company shall assess whether the investment service or product envisaged is appropriate for the Customer, based on the information provided in terms of Clause 3.5. If the Company determines, on the basis of the information received from the Customer, that the product or service is not appropriate for the Customer, then the Company shall warn the Customer. In the event that the Customer elects not to provide the information referred to in this paragraph or where the Customer provides insufficient information, the Company shall warn the Customer that such a decision will not allow the Company to determine whether the service or product envisaged is appropriate for the Customer. If the Company has given a warning to the Customer as provided in this paragraph, the Company shall only provide the Services requested and in respect of which the warning was given, if the Customer submits a specific request in writing to the Company in the form determined by the Company from time to time

The Company shall not be required to carry out the appropriateness assessment described in this Clause 3.7 where the Customer requests Execution Only Services.

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4.1. It is hereby acknowledged by the Customer that the Company may be entitled to fees, commissions, and/or non-monetary benefits receivable from the other parties to the Contracts or other third parties designed to enhance the quality of the relevant service(s) to the Company’s clients (hereinafter referred to as ‘Inducements’). The Company is in particular entitled to Inducements in the form of commissions due on subscriptions for Instruments and/or other ongoing commissions calculated as a percentage of the value invested by the Customer. It is furthermore acknowledged by the Customer that the nature and amount of the Inducements and the commission rate may vary depending on the parties to the Contract and the nature of the Contract in question. The Customer shall be entitled at any time before or after the conclusion of any Contract to request and receive, and the Company shall accordingly provide the Customer with, information regarding the Inducements receivable by the Company in respect of a particular Contract and in respect of continuing commission that may be earned by the Company on a regular basis in respect of Customer’s investments.

4.2. Furthermore and without prejudice to the Company’s entitlement to Inducements referred to in Clause 4.1, the Company shall be entitled to charge the Customer fees as per attached Fee Schedule and any other fees in connection with any or all of the Services and Ancillary Services, whether on an annual basis, on a time basis or otherwise, provided that the amount, frequency and method of payment thereof and, where applicable, the basis of calculation thereof shall be agreed to between the Parties in advance of the provision of the relative Services and Ancillary Services. The Customer hereby acknowledges and agrees that the Company shall be entitled to increase the said fees from time to time subject to the Company giving the Customer one month’s notice of its intention to increase the said fees. The fees which become payable by the Customer to the Company in terms of this Clause 4.2 shall not be abated and shall be in addition to any Inducements receivable by the Company in terms of Clause 4.1.

4.3. The Company shall also be entitled to be reimbursed for all disbursements (including but not limited to custody costs, settlement and exchange fees, regulatory levies or legal fees, if any) incurred by it on behalf of the Customer.

4.4. The Company is hereby authorised by the Customer to deduct any fees and/or reimbursements payable and due to it in terms of Clauses 4.2 and/or 4.3 from the Customer’s Assets and Money.

4.5. The Customer agrees to settle, in Cleared Funds and/or by the immediate delivery of Instruments (as the case may be), any trade made by the Company on behalf of the Customer, by such date as the Company may, at its absolute discretion, determine and notify to the Customer as the date for settlement by the Customer (the “Settlement Date”). The Customer further agrees to pay all applicable transactions fees, costs and expenses by Settlement Date.

Furthermore, the Customer acknowledges that whenever a transaction is effected by the Company on behalf of the Customer, settlement by the counter-party/ies to the transaction shall be at the risk of the Customer and the Company’s obligation to deliver monies or Instruments to the credit of the Customer shall be conditional upon receipt by the Company of such monies or Instruments from the counter-party/ies.

4.6. In the event of late payment under the provisions of this Clause 4, the Customer agrees to pay interest on any amount owing by the Customer to the Company at the maximum rate allowed by law from time to time (or if no maximum rate is established, the statutory rate). The Customer further agrees to reimburse the Company for all costs of collection of payments owed to the Company under the provisions of this Clause 4 including legal fees and third party collection fees or charges.

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5.1. It is hereby acknowledged by the Parties that in terms of the Licence, the Company is authorised to provide the Services and to hold or control clients’ money or customers’ assets, but not to operate a multilateral trading facility or deal for its own account or underwrite or place instruments on a firm commitment basis.

5.2. The Company undertakes that the Customer’s Money and Assets shall at all times be separated from the Company’s money and assets.

The Company shall maintain records and accounts of the Customer’s Money and Assets under the Company’s control, as necessary to enable the Company to distinguish Customer’s Money and Assets from other customers’ and the Company’s money and assets. The Customer shall notify the Company where any pledge or other right over Customer’s Money or Assets held under the control of the Company has been given by the Customer to any third parties, and where any order by any Court has been made in connection with the Customer’s Money or Assets.

The Company may place and keep the Customer’s Money and Assets in a common pool of identical assets or otherwise deposit them in a clients’ or common account.

The Company may entrust or deposit all or part of a Customer’s Money and Assets held under control by the Company with a third party, and the Customer’s Monet and Assets may be held in a nominee account by the third party. Third parties holding Customer’s Money and Assets on behalf of the Company shall be licensed credit institutions in Malta or UBS AG in Switzerland or such other third party as may be notified to the Customer from time to time. The Company shall not be liable for any loss or prejudice suffered by the Customer as a result of the acts or omissions of such third party where such third party was qualified and competent to carry out the functions and duties delegated and the Company exercised reasonable care to oversee that the functions and duties delegated were undertaken by such third party competently.

Where the Company delegates or entrusts functions, duties or Customer’s Money and Assets to a third party in accordance with specific written instructions from the Customer, the Company shall not be liable for any loss or prejudice suffered by that Customer as a result of the acts or omissions of the person to whom functions, duties, money or assets are delegated or entrusted as requested by the Customer.

In case of insolvency of a depository or third party entrusted with all or part of a Customer’s Money and Assets as aforesaid, the Company shall not be liable for any loss or prejudice suffered by that Customer as a result thereof.

Where the Customer’s Money and Assets are held in a nominee account by a third party, the legal ownership thereof will be vested in that third party, while the beneficial ownership will reside with the Customer. This may entail risk of loss or prejudice for the Customer in the event of a default by the third party or the exercise of rights attached to Instruments held by the third party.

Where accounts containing Customer’s Money and Assets are subject to the law of Switzerland (or the law of any other foreign jurisdiction outside the EU/EEA), the Customer’s rights relating the Customer’s Money and Assets may differ from the Customer’s rights under the law of Malta and other EU/EEA member states.

The Company has the right to set off as stipulated in Clause 4.4, and third parties and depositories used by the Company may have a security interest or lien over, or right of set-off in relation to the Customer’s Money and Assets deposited or entrusted with such third parties and depositories.

5.3. It is hereby acknowledged by the Parties that the Company participates in and contributes to Investor Compensation Scheme established under the Investor Compensation Scheme Regulations (Legal Notice 368 of 2003, as amended). Subject to the provisions of the Investor Compensation Scheme Regulations, the Investor Compensation Scheme provides for the payment of compensation in respect of claims arising out of a licence holder’s inability to: (a) repay money owed to or belonging to investors and held on their behalf in connection with licensed business; or (b) return to investors any instruments belonging to them and held, administered or managed on their behalf in connection with licensed business or, where this is not possible, their monetary equivalent or value. The process leading to a possible claim for compensation payable by the Investor Compensation Scheme is triggered by a determination which the MFSA will make to the Investor Compensation Scheme in accordance with the terms stipulated in the Investor Compensation Scheme Regulations. Insofar as the Customer qualifies as an “investor” as defined in the Investor Compensation Scheme Regulations, the Customer may make a claim against the Investor Compensation Scheme in terms and subject to the conditions of the said Regulations, in respect of all his investments, taken in aggregate, with the Company. Further information on the Investor Compensation Scheme is made available on URL: http://www.compensationschemes.org.mt/pages/default.asp or will be provided by the Company upon the Customer’s request.

5.4. It is hereby acknowledged by the Parties that the transaction(s) entered into between them (and the holding or control of the Customer’s Money/Assets by the Company consequent thereon) does not constitute a loan and that the Customer’s Money and Assets have not been given on the sole condition of being returned as much of the same kind and quality.

5.5. It is hereby acknowledged and agreed by the Parties that the conclusion of or other transactions or payments relating to the Contracts may be subject to Maltese foreign payments / external transactions regulations and each of the Parties undertakes to abide by the obligations respectively imposed on it by such regulations.

5.6. It is hereby understood and agreed by the Parties that the Customer shall be responsible to pay any and all income and other Taxes whatsoever due under the laws of any relevant jurisdiction arising out of or in connection with the Customer’s investment transactions and Customer’s Assets and Money in terms of this Agreement and to file all necessary tax returns with the appropriate tax authorities and to comply with all other requirements of the said laws in connection with the said investment transactions and Customer’s Assets and Money. For the avoidance of doubt, the Company shall be entitled to make and shall make such deductions and withholdings from such or income derived there from as it may from time to time be required to do in terms of the laws of any relevant jurisdiction. The Customer shall at all times indemnify and hold harmless the Company, its officers, employees and agents against and from any loss, action, proceedings, claims, damages, expenses, costs or other liabilities whatsoever which may be suffered or incurred by or made against the Company and/or any of its officers, employees and agents at any time (both before and after termination of this Agreement) in respect of any such Taxes (whether such liabilities relate to the payment of such taxes or to any penalties for non-payment or late payment thereof or otherwise) and/or such requirements as aforesaid. The provisions of this Clause 5.6 shall survive the termination of this Agreement for any reason whatsoever.

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6.1. Unless otherwise provided in this Agreement or as may be required by Law, communications between the Company and the Customer, including (where relavant) those for the sending and reception of orders and instructions and/or directives by the Customer to the Company in respect of the Services to be provided shall be effected as follows (tick where applicable):

The said orders, instructions and/or directives in respect of the Services shall be authorised by

However the Company shall be free and is entitled at its sole discretion to accept and act on orders, instructions and/or directives transmitted verbally, including via telephone, or by fax or other electronic means whatsoever when the origin of the orders, instructions and/or directives so received are believed by the Company to be coming from the Customer or from a person or persons whom the Company has been informed in writing by the Customer as having the authorisation to give the particular class of orders, instructions and/or directives in question on behalf of the Customer (hereinafter such person or person referred to as “the Customer’s Agent/s”).

The Customer undertakes to confirm in writing by mail verbal orders, instructions and/or directives and to send by mail copies of all orders, instructions and/or directives communicated by fax or by any electronic means as soon as practicable after communication thereof to the Company:

Provided that in any event, the Company may at its discretion act upon any orders, instructions and/or directives received verbally or by fax or other electronic means believed by it to be genuine and authentic and coming from the Customer or the Customer’s Agent/s before receiving written confirmation or copies thereof by mail as aforesaid, and the Company’s records relating to the said verbal, fax or electronically transmitted orders, instructions and/or directives shall be binding on the Customer and the Company shall be free of all responsibility in acting upon any such orders, instructions and/or directives believed by it to be genuine and authentic and coming from the Customer or the Customer’s Agent/s even if subsequent confirmation or copies from the Customer differ in any aspect from the said records;

Provided further that the Company may at its discretion and without incurring any responsibility delay the transmission, placing or execution of any orders, instructions and/or directives received verbally, by fax or by any electronic means, until such time as it receives the written confirmation or copies by mail as mentioned above, in which case it shall inform the Customer, within a reasonable time, that it will delay the execution of orders, instructions and/or directives as aforesaid.

6.2. The Company shall not be liable for any damages resulting from the use of telephone, fax or any other electronic or other means of communication for the transmission of communications, including orders, instructions and/or directives, particularly as a result of delays, errors, misunderstandings or duplication of forwarding, except in the event of fraud or gross negligence of the Company.

6.3. The Company shall be entitled to rely upon orders, instructions and/or directives as provided in the foregoing provisions of this Clause 6 until the date that the Company sends to the Customer confirmation that it has received from the Customer a written notice of any revocation of the said orders, instructions and/or directives, provided that the Company shall send such confirmation to the Customer without delay upon receiving the said written notice from the Customer.

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7.1. The Company undertakes to send to the Customer reports on the Services provided to the Customer in accordance with this Clause 7 and as may be required by the Law. Such reports will include, where applicable, the costs associated with the transactions and services undertaken on behalf of the Customer.

7.2. Where the Company carries out an order for the Customer, other than for Portfolio Management, the Company will promptly provide the Customer with the essential information concerning the execution of that order and send to the Customer a notice confirming execution of the order as soon as possible, unless such confirmation would contain the same information as a confirmation that is to be promptly dispatched to the Customer by another person. On the Customer’s request, the Company will supply the Customer with information about the status of his order.

7.3. Where the Company provides Services to the Customer, other than Portfolio Management, the Company shall send a statement on the composition and value of the Customer’s portfolio every six months in each calendar year.

7.4. Where the Company provides the Service of Portfolio Management, the Company undertakes to forward to the Customer any statement showing the initial composition and value of the Customer’s portfolio as soon as practically possible after the date of this Agreement, and a statement showing the composition and value of such portfolio as soon as practically possible following the conclusion of any Contract through the Services of the Company.

7.5. Where the Company provides the Service of Portfolio Management, the Company undertakes to supply the Customer every three months in each calendar year with a statement of the money and the investments comprising the portfolio and valuation of the said investments and of the Portfolio Management activities carried out on behalf of the Customer, unless such a statement is provided by another person.

Provided that where the Customer elects to receive information about executed transactions on a transaction-by-transaction basis, the Company will provide promptly to the Customer, on the execution of a transaction by the Company, the essential information concerning that transaction and a notice confirming the transaction unless the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the Customer by another person.

7.6. Where the Company holds Customer’s Money and Assets, the Company shall send a statement of the Customer’s Money and Assets to the Customer once a year, unless such statement has been provided in any other periodic statement.

7.7. The Customer agrees to promptly examine all statements and valuations received from the Company in terms of Clauses 7.3 to 7.6 and each entry and balance recorded therein and to notify the Company of any errors, omissions or objections to any entries and balances in such statements or valuations, within thirty days from receipt of each statement or valuation, failing which the Company shall be entitled to treat such statements and valuations and any entries and balances therein as final and conclusive and binding on the Customer.

7.8. The Company undertakes to deliver forthwith to the Customer copies of all contract notes, statements, vouchers, records or other documents as may be received by the Company on behalf of the Customer from other parties to the Contracts.

7.9. The Customer has the right to inspect copies of contract notes, statements, vouchers, records or documents held by the Company and copies of entries on books or electronic recording media of the Company relating to the Customer’s transactions. The Company undertakes to maintain such notes, statements, vouchers, records (whether in writing or stored electronically or otherwise), documents and books for at least a period of ten years from the date of the transaction to which they refer.

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8.1. This Agreement is not entered into for any specified period of time but can be terminated by either Party by notice in writing, delivered or mailed to the other Party hereto not less than thirty (30) days prior to the date on which such termination shall have effect: provided that the Company retains the right at all times to immediately terminate this Agreement by notice in writing delivered or mailed to the Customer if, in its opinion, it is required to do so in virtue of the provisions of the Law or if it deems that it cannot continue to provide the Services without harm to itself or the Customer. Termination of this Agreement shall in no way imply the discharge by either Party of the other from any obligations arising prior to termination, including the obligation of the Client to pay and/or reimburse to the Company any consideration which may have become due to the Company and/or any disbursements which may have been incurred by the Company on behalf of the Customer at any time prior to termination in terms of Clause 4.

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9.1. The Customer recognises that the past performance of investments is not necessarily a guide to future performance and that the value of investments and the currency in which they are denominated can go down as well as up. The Customer further recognises that he may not recover the original amount invested. Furthermore the Customer recognizes that Investment Advice given by the Company through this Agreement does not constitute any guarantee of future performance and that Investment Advice necessarily makes certain assumptions about future events which may prove to be incorrect by future developments.

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10.1. Without prejudice to the provisions of Clause 5.6, the Customer agrees to indemnify and hold harmless the Company, its officers, employees and agents from and against any loss, action, proceedings, claims, damages, expenses, costs or other liabilities whatsoever incurred or suffered by or made against the Company and/or any of its officers, employees and agents at any time (both before and after termination of this Agreement) arising, directly or indirectly, out of the holding of any Customer’s Money and Assetsby or on behalf of the Company and/or as a result of the Company acting upon the orders, instructions and/or directives of the Customer or the Customer’s Agent/s or orders, instructions and/or directives believed by the Company to be coming from the Customer or the Customer’s Agent/s as provided in Clause 6, save where these arise as a result of fraud, wilful default or negligence on the part of the Company, and/or any breach by the Customer of the representations and warranties contained in Clause 11 below. The provisions of this Clause 10 shall survive the termination of this Agreement for any reason whatsoever.

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The information provided by the Customer to the Company pursuant to this Agreement, including details of the Customer’s identity, e-mail address, telephone and fax numbers, (if any), information on the Customer’s knowledge and experience in the investment field relevant to the specific type of product or service, his financial situation and his investment objectives (where relevant) and any transaction related information, whether given verbally, in writing, in electronic form or by any other means, is true and accurate in all respects and the Customer agrees to advise the Company in writing of any changes in such information.
Any Customer’s Money or Assets and any ensuing additions thereof have not originated and will not originate from activities or transactions that are a criminal offence in Malta or which if carried out in Malta would constitute such an offence, nor comprise property the receipt, ownership or control of which would be such an offence;
The Customer is the ultimate and effective beneficial owner of any Customer’s Money or Assets held by the Company on the Customer’s behalf and the Customer is not acting as nominee for any other person, and in case the Customer is a body corporate, the ultimate and effective beneficial owners of the Customer are as already advised to the Company (and in such case the Customer hereby undertakes to advise the Company forthwith of any change in the shareholding structure or of the ultimate beneficial ownership of the Customer);
Save as may be disclosed in writing by the Customer to the Company:
The Customer has never been (and in case the Customer is a body corporate none of its shareholders, directors or other officers have ever been) convicted of any offence other than minor traffic offences;
Nor has the Customer ever been and is not currently (and in case the Customer is a body corporate none of its shareholders, directors or officers have ever been and are not currently) undergoing any criminal investigation or prosecution or any other investigation by any governmental, professional or other regulatory or statutory body.

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13.5. Nothing stated in this Clause 13 is meant to limit the Company’s right to provide Services and Ancillary Services in relation to Instruments and investment products that are not provided or branded by UBS.

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14.1 The Company undertakes to take all reasonable steps to obtain, when carrying out orders, the best possible result for its customers taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order; provided that whenever there is a specific instruction from the Customer, the Company will execute the order following the specific instruction. In terms of the Company’s execution policy, the best possible result for Retail Clients will be determined in terms of the total consideration, representing the price of the Instrument and the costs related to execution, which includes all expenses incurred by the Retail Client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

The Customer is hereby informed and acknowledges that any specific instructions from the Customer may prevent the Company from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of those orders in respect of the elements covered by those instructions.

14.2. In meeting its obligation to take all reasonable steps to obtain on a consistent basis the best possible result for the execution of client orders, the Company places significant reliance on the execution venue provided by UBS AG.It is the Company’s policy to transmit and place customers’ orders for execution principally with UBS AG as it is the Company’s understanding that the trading platform provided by UBS AG is economical and convenient and gives access to very wide selection of investment products without involving the Company in overhead costs that will have to be recouped from clients. The Company will monitor the execution quality of and seek regular re-assurance from UBS that its trading platform is designed to produce best execution for the end clients.

14.3. The Company shall ensure that customers’order are atransmitted or placed with expediency once the customers provide the Company with Cleared Funds at the point of execution with UBS AG in Switzerland or Luxembourg.

14.4. In case of collective investment schemes that are not exchange traded funds, it is to be noted that order for execution transmitted or placed in UBS AG system before 2.30pm CET on working days will be executed at the close of business in respect of European and US securites and on a next business day basis in case of collective investment schemes with Asian securities.

14.5. In case of exchange traded securities and in case of Instruments or investment products whose market value is quoted regularly by UBS AG (e.g. structured products) clients’ orders will be input into the order platform system with expediency after cleared funds are made available by the Customer to the Company at the point of execution with UBS AG in Zurich or Luxembourg. Such orders will include all parameters indicated by the Customer (e.g maximum or minimum price, stop loss order limit, all or nothing etc.) and will be given a validity of one week. The order will be automatically executed once all parameters can be met by market conditions within the validity period. If this is not possible to execute accordingly within the validity period, then the Customer has to reconfirm the order before it is refreshed.

14.6. Clients orders will be queued in UBS platform order system in the order of receipt of cleared funds at the execution point.

14.7. In case of bulk orders for several customers the charges shall be fairly spread among customers to avoid unfair discrimination.

14.8. Within the above policy the Company will take all reasonable steps to obtain the best possible execution terms for its Customers. Best execution shall exclude any expectation that the Company is to time orders to prospect a better price and the Company’s policy is to place orders on the system as soon as cleared funds are available at the point of execution and no consideration will be given to intra-day movements, real or prospected.

14.9. In the interest of transparancy the Company will not match clients orders but will input sale and buy orders separately irrespective of the potential savings that may be made by attempting to match orders.

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15.1. The terms and conditions of this Agreement may be amended from time to time at the Company’s sole discretion. Notification of any amendments to this Agreement will be provided to the User at least thirty (30) days prior to the proposed change. Such changes may include but are not limited to the Services, and Fees and Charges. If the Customer does not accept the proposed changes within thirty (30) days of having been notified thereof, the Customer must inform the Company in writing that he/she intends to terminate this Agreement in accordance with Clause 8. In the event that the Customer terminates the Agreement under this Clause, he/she will not be subject to any penalty. Failure on the Customer’s part to notify the Company in writing of his/her intention to terminate the Agreement as contemplated in this Clause will constitute the Customer’s irrevocable acceptance of any such changes.

15.2. A waiver of any right or remedy by either Party to this Agreement in any particular instance shall be valid only in the instance for which it is given and shall not be construed as a waiver of any other right or remedy of such Party under this Agreement or at law.

15.3. The Customer hereby authorises the Company to use any information held by the Company in relation to the Customer for any purpose related to provision of Services under this Agreement, including, but not limited to determining the Customer’s financial situation, verifying the Customer’s identity, and ensuring compliance with the provisions of any legislation that may be in force from time to time relating to the Prevention of Money Laundering.

15.4. The Customer further authorises the Company to communicate any such information as is referred to in Clause 15.3 above to any public or governmental authority and/or to disclose any information before any court or adjudicating body of competent jurisdiction where such disclosure is compelled by law or authorised/ordered by a court or adjudicating body of competent jurisdiction.

15.5. All notices to be given in terms of this Agreement shall be in writing and may be served personally or by fax or registered post to either party at the respective addresses and fax numbers set forth below or at such other addresses and fax numbers as either party may notify to the other from time to time in accordance with this Clause 15. Notices shall be deemed to have been served seven working days after having been posted, or if sent by fax or delivered personally shall be deemed to be served immediately on transmission or delivery.

15.6. All communications by the Customer with the Company, documents and other information received by the Customer from the Company and correspondence related to this Agreement shall be either in Maltese or in English.

All communications and notices required to be sent to the Customer shall be sent at/on:

All communications and notices required to be sent to the Company shall be sent at/on:

15.7. Where the Company is required to provide information in a durable medium to the Customer in accordance with this Agreement, the Company’s Licence or the Law, the Company may choose to give such information either on paper or by means of a website or, if the Customer specifically chooses, any other durable medium.

The Customer hereby consents to the provision of information by means of a website (should the Company opt for this medium) and confirms that he has regular access to the internet by providing his e-mail address as indicated below. In the event that the Company chooses to provide information by means of a website only, the Company shall notify the Customer electronically of the address of the website, and the place on the website where the information may be accessed at the e-mail address provided by the Customer.

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16.1. The Company will take all reasonable steps to handle any complaints by the Customer fairly and efficiently, and the Company shall keep records of each complaint and the measures taken for its resolution. The Customer may refer his/her complaint(s) to the MFSA if it is not satisfied with the manner in which his/her complaint(s) has/have been handeled by the Company.

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17.1. This Agreement is subject to the Laws of Malta and any dispute, which may arise therefrom, shall be subject to the jurisdiction of the Maltese Courts.

Terms of Business Agreement

Terms of Business Agreement