Richmond Financial Services Limited Online Trading Service Terms and Conditions* Please read this document carefully and keep it for future reference. The Online Trading Service is an information, trading and settlement service. These Terms contain important information regarding the terms and conditions which will apply to your dealings with Richmond Financial Services Limited
in relation to that service. You should read this document carefully and keep it for future reference. The Service Provider and other relevant parties may have their own set of terms and conditions in relation to the Online Trading Service and Richmond Financial Services Limited is not a party to those terms and conditions. Any such terms and conditions are additional to the terms that may be Richmond Financial Services Limited set out in relation to that Service Provider in the schedule to these Terms. Certain risks relating to Online Trading are described in Part C of this document. This document does not disclose or discuss all of the risks, or other significant aspects, of conducting transactions or of the transactions conducted. You should not construe these or any other statements as legal, tax or financial advice. If you have any questions about the Online Trading Service, or in the event of any service difficulties or interruptions, please contact us on +353 (0) 169 942 44 for assistance. INTRODUCTION 1. Introduction to these Terms 1.1 These Terms set out the terms and conditions on which you can use our Online Trading Service to trade Securities and obtain information services through the Service Provider. You agree that these Terms are applicable to all trades executed online via the Online Trading Service platform, through the Website, the Richmond Financial Services Limited Trading application for mobile phones and tablets or such other facility provided by (or on behalf of) us. You agree to use the Online Trading Service only in accordance with these Terms. 1.2 These Terms supplement the terms and conditions applicable to Securities dealings and other products and services that we may provide to you from time to time, as well as the terms and conditions of the Service Provider. 1.3 In the event of any inconsistency between any provision of these Terms and any other terms and conditions issued by us, the provision of these Terms will prevail in relation to any matter concerning the Online Trading Service. However, if there is any conflict between these Terms and the provisions of the relevant Confirmation issued by us, the provisions of the Confirmation will prevail. 1.4 All dealings between you and us are subject to: (a) the rules, directions, decisions and requirements of the supervisory authority, exchange and clearing facility for the Securities; (b) the customs and usages of the market; and (c) international and domestic anti-money laundering and counter terrorism laws.
2. Meaning of words The meaning of capitalised terms is explained at the end of these Terms. Part A - Accessing and using the Online Trading Service 3. Your access to and use of the Online Trading Service 3.1 We grant to you a nonexclusive, non-transferable personal right to access and use the Online Trading Service to trade Securities and obtain information services through the Service Provider(s). 3.2 The Online Trading Service may not be available at certain times. In particular, there will be a daily downtime period (as advised on the Online Trading Service) when you will not be able to access the Online Trading Service. We may also periodically shut down the Online Trading Service and interrupt any automatic functions for the following reasons: (a) system and software maintenance; (b) seasonal holidays; and (c) any other event that we consider requires suspension of the Online Trading Service. There are other events that may interrupt or prevent your access to the Online Trading Service. Please also refer to the important risk disclosures in Part C and our disclaimers and limitations of liability in Part E. 3.3 For the purpose of accessing and using the Online Trading Service, we grant to you a nonexclusive, non-transferable personal licence in relation to the Software. We do not transfer title to, nor grant any interest in the Software to you. 3.4 You may only use the Online Trading Service, the Software and any other information, services and materials that are available through the Online Trading Service for your own personal needs. You may not allow or permit any other person to access or use any such information, services or materials or otherwise deal with them for the benefit of any other person or in any way that is not specifically contemplated by these Terms (including by way of downloading, copying, reproducing, adapting, publishing, selling, or distributing them) without our express written consent, which we may grant with or without conditions. 3.5 You agree that before accessing or using the Online Trading Service while you are outside your country of residency, you will ensure that you would not be breaking any laws, rules or regulations in that other country by doing so.
4. Your Logon ID and other passphrases 4.1 You are responsible for the confidentiality and use of your Logon ID and any other passphrases that are provided by us or which you may set in relation to the Online Trading Service. If you become aware of any loss, theft or unauthorised use of your Logon ID or any other passphrase, you must notify us immediately. 4.2 You agree that all risk and liability for any unauthorised Instructions or fraud lies with you alone and that you will indemnify us on demand against all loss, costs and expenses arising from or incurred in connection with such unauthorised Instruction or fraud 4.3 Without limiting the generality of the above, you undertake not to reveal your Logon ID or any other passphrase and not to allow any unauthorised person to issue Instructions on your Securities Settlement Account. You also agree that you will: (a) not tell anyone your Logon ID or any other passphrase or let anyone find out your Logon ID or other passphrases even your family and friends; (b) not let anyone watch you enter your Logon ID or any other passphrase; and (c) if you can, memorize your Logon ID and pass phrases and destroy any records of them, or if you cannot memorise them, disguise them in any record in such a way that others will not be able to decode them. 5. Protection of rights in the Online Trading Service and other materials The Online Trading Service, Software, marketing information and other materials available on or via the Online Trading Service ("Online Trading Materials") are proprietary to us, the Service Providers and/or our respective agents, partners, licensors or contractors. All property rights in the Online Trading Materials are protected by copyright in the U.K. and/or other countries, among other intellectual property protections that may apply. In addition to any specific conditions described in the schedule to these Terms in respect of any particular Service Provider, you undertake that you: (a) will keep all Online Trading Materials strictly confidential, except to the extent that they are already in the public domain (other than through a breach of these Terms or any other obligation of confidence); (b) will respect and protect all rights, title and interest (including all intellectual property rights) in the Online Trading Materials; (c) will not (electronically or otherwise), and will not attempt to, download, copy, disseminate, redistribute or resell the Online Trading Materials (including any part, copy, adaptation, transcription or merged portion), nor sell, transfer, lease, assign or sub-licence your rights under these Terms; (d) will not commercially exploit the Online Trading Materials in any manner whatsoever contrary to the intent and spirit of these Terms; and e) without limiting the restrictions above, will not, and will not attempt to:
(i) tamper with, modify, adapt, translate, decompile, reverse-engineer or otherwise alter in any way; (ii) create derivative works based on, or combine or merge with or into any other software or documentation; (iii) gain unauthorised access to, make unauthorised use of or make use of for any illegal purpose (or any other purpose that is not contemplated in these Terms); or (iv) remove, erase or tamper with any copyright or proprietary notice printed or stamped on, affixed to, or encoded or recorded on, any Online Trading Materials. You acknowledge that we, the Service Provider and/or other third parties may take legal action against you if you breach these undertakings at any time, or if we or such third parties suspect that you have done so. You may also be subject to other fines and penalties in the relevant jurisdiction(s). You undertake to notify us immediately if you become aware of any breach described in this clause 5 or that any action described in clause 5(e) is being perpetrated or attempted by another person. You may also be required by us to notify the Service Provider and/or the relevant third parties of any breach by you of any of the Terms or any of our agreements with any Service Provider that are notified to you. You also authorise us to do so on your behalf. Part B - Instructions 6. Your Instructions 6.1 Any Instructions given by you or your authorised representative(s) are irrevocable and are at your own risk. You acknowledge and agree that once given, an Instruction cannot be revoked and if acted on by us, the Instruction will be binding on you. 6.2 You agree that we may assume the authenticity of any Instructions given or purportedly given via the Online Trading Service by you or your authorised representative(s), or that any person claiming to be your authorised representative is in fact that person. We are not obliged to enquire into any of these matters and you authorise us to act upon any Instructions that we believe to be authentic and valid. 6A GOOD TILL DATE (“GTD”) ORDERS 6A.1 You may request and authorise us to place GTD orders on your behalf. We are not obliged to accept GTD orders on your behalf. You acknowledge that the GTD order will remain and be carried forward in the system over a period of time until: (a) the GTD order is fully executed; (b) the GTD order is withdrawn or cancelled; or (c) the GTD order is rejected. 6A.2 You also acknowledge that the GTD order expiry date is mandatory and must be submitted with the order entry.
6A.3 You agree and acknowledge that the GTD order will be cancelled automatically and permanently when any of the following events occur: the contract value of your GTD order exceeds the available balance at any point during the validity of GTD order; (a) the share balance is insufficient for your GTD sell order at any point during the validity of GTD order; (b) the specific counter in relation to your GTD order is suspended from trading; (c) the price in relation to your GTD order is outside the range of price limit; or (d) at the end of last business day upon the expiry date. 6A.4 You agree that we will use commercially reasonable endeavours to process your GTD order(s), but it may not be performed due to various reasons, including without limitation, fluctuation in stock price, inadequate market liquidity, system failure and any event beyond our control. The order may be fully executed, partially executed, unexecuted or even rejected. 6A.5 You further agree and acknowledge of the following: (a) that the GTD order(s) will not be checked and rejected by system for any corporate actions (including but not limited to right issue, stock split, reverse stock split etc) announced during the validity period of the GTD order(s). Therefore you MUST monitor corporate actions for your GTD order(s) and cancel or modify the order(s) if required, as corporate actions normally involve change of price and/or quantity. (b) that the GTD buy order(s) requires cash up front and you must ensure that there is sufficient cash whereas the GTD sell order(s) in designated counter will be rejected in the event there are no available balance of the shares. 6.A.6 We shall not be liable for any loss, damage or expense or consequential loss, damage or expense suffered by you by virtue of any delay or any partial execution or any failure by us to execute a GTD order for any reason whatsoever including without limitation any failure or error of any computer or electronic systems or equipment. 6B STOP LOSS LIMIT (“Stop Loss”) ORDERS 6B.1 You may request and authorise us to place Stop Loss orders on your behalf. 6B.2 You acknowledge and agree that: (a) once the current price of the stock drops to or below your preset stop loss price, your Stop Loss order(s) will be triggered and placed to market as limit order for execution. The executed price may be better than, or equal to your limit price. The Stop Loss order(s) will not be executed at the price below the specified limit price. (b) we do not guarantee that Stop Loss order(s) can be executed or partially executed. (c) if the above Stop Loss order(s) is not executed during the good-till period, it will lapse after market closes on the good-till date (d) if the above Stop Loss order(s) is valid for more than 1 trading day and it is not triggered, cancelled or rejected on a trading day during the good-till period, it will be automatically carried
forward to the next trading day, until the end of the good-till period. Once triggered, the order will lapse at the end of that trading date and will not be carried forward to next trading day regardless of whether the order is executed fully or not. (e) Stop Loss order(s) can be cancelled but not amended, in which the executed part of the order cannot be cancelled, while only the outstanding part of the order can be cancelled before market closes on the trading day on which the executed part of the order is executed. We shall not be responsible or liable to you for any loss or expense suffered or incurred by you if the original Stop Loss order has already been completed or in our opinion, we have insufficient time or are unable to act on such instruction to cancel the original Stop Loss order. 6.B.3 You agree that we will use commercially reasonable endeavours to process your Stop Loss order(s), but it may not be performed due to various reasons, including without limitation, fluctuation in stock price, inadequate market liquidity, system failure and any event beyond our control. The order may be fully executed, partially executed, unexecuted or even rejected. 6.B.4 We shall not be liable for any loss, damage or expense or consequential loss, damage or expense suffered by you by virtue of any delay or any partial execution or any failure by us to execute a Stop Loss order or any execution above the limit price for any reason whatsoever including without limitation any failure or error of any computer or electronic systems or equipment. Part C - Important risk factors 7. Introduction 7.1 Your access to and use of the Online Trading Service is at your own risk. 7.2 This section provides a summary of certain risks relating to using electronic media, changes in fees, prices and other amounts and allowing others to act on your behalf. There are other risks involved in using the Online Trading Service and entering into Transactions. 7.3 You must read the risk factors contained in these Terms in conjunction with any other risks factors that we may advise from time to time. 8. Risks relating to the use of the internet or other electronic medium 8.1 Any communication or transaction via or information (including any document) transmitted via the internet or other electronic medium involves risks and by accessing the Online Trading Service, you acknowledge that you understand and accept the following risks: (a) We and/or the Service Provider may use such authentication technologies as we deem appropriate. No authentication, verification or computer security technology is completely secure or safe. You agree to bear all risks of unauthorised access/use, hacking or identity theft. (b) The internet or other electronic media (including without limitation electronic devices, services of third party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are an inherently unreliable form of communication, and such unreliability may be beyond our control. (c) Any information (including any document) transmitted, or communication or transactions made, over the internet or through other electronic media (including electronic devices, services of third party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed transmission due to data volume, internet traffic, market volatility or incorrect data transmission (including incorrect price quotation) or stoppage of price data feed due to the public nature of the internet or other electronic media. (d) As a result of such unreliability: (i) there may be time-lags, delays, failures or loss of data or loss of confidentiality in the transmission of data and receipt of Instructions; (ii) while we may believe certain data to be reliable, there may be no independent basis for us to verify or contradict the accuracy or completeness of such data; and (iii) Instructions may be executed at prices different from those prevailing at the time the Instructions were given. 8.2 You are solely responsible for preventing anything which may be harmful to any equipment that you use in connection with the Online Trading Service (including any computer virus, malicious program or harmful component) from affecting any such equipment, regardless of whether it originated from the Online Trading Service or any other product or service provided by us or our affiliates. Part D - Your commitments 9. Your acknowledgments By accessing and/or using the Online Trading Service, you acknowledge that you have read and understood these Terms and any other terms and conditions that may apply to the Online Trading Service or any Transaction, including any disclaimers that appear on, or are linked to, the Online Trading Service from time to time. 10. Your representations and warranties 10.1 By accessing and/or using the Online Trading Service, you represent and warrant that: (a) any information provided by or deemed to have been provided by you, is authentic, complete, correct and not misleading and agree that we may rely on that information unless and until we receive written notice of any change signed by you or through a facility provided by us (which will also be subject to this representation and warranty); (b) any record maintained by us relating to your use of the Online Trading Service will be binding and conclusive on you for all purposes whatsoever and will be conclusive evidence of any information and/or data transmitted using the Online Trading Service. You agree that all such records are admissible in evidence and that you will not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system, and you hereby waive any of your rights (if any) to so object; (c) you have the power, authority and all necessary licences and approvals to agree to these Terms, and to carry out your obligations under them; (d) at all times during your dealings with us, you will be in a position to meet all your commitments and obligations arising from those dealings; (e) you will ensure that any Instruction has been given in compliance with any applicable law and, when in doubt, consult legal advisers and other professionals of the relevant jurisdiction; (f) you are acting as principal in relation to each Instruction and Transaction; (g) you will not either alone or in conjunction with any other person: (i) supply or make available or permit to be supplied or made available the Online Trading Service to any third person; store, process or deal with the Online Trading Service in any way except for your own personal use; (ii) allow any unauthorised person to gain access to the Online Trading Service; or (iii) use the Online Trading Service to establish, maintain or provide (or assist in establishing, maintaining or providing) an unauthorised market for trading in Securities; (h) you will notify us immediately either in writing or through a facility provided by us of any changes in any information that is relevant to any Instruction, Transaction or proposed Transaction, including your: (i) name and; (ii) postal address; (iii) contact telephone number, facsimile number or email address and; (iv) authorised representative(s), including any of the particulars specified above in relation to your authorised representative(s) Part E - Our disclaimers and limitation of liability 11. Disclaimers 11. The Online Trading Materials may be derived from third party products. No third party makes any warranty to you, assumes any responsibility or undertakes to provide any support with respect to the Online Trading Materials. 12. Liability excluded 12.1 Neither we nor our Service Providers or other suppliers be liable to you or any other person for any loss, damage, cost or expense whether direct, indirect, consequential, special, punitive, exemplary or economic (and whether or not caused by our negligence or the negligence of any provider of information) which arises in tort, contract or otherwise in connection with anyone or more of the following: (a) your use of the Online Trading Service, including your reliance on any research, information, advice or recommendation provided on or via the Online Trading Service; (b) our acting in accordance with Instructions provided by or deemed to have been provided by you; (c) any unauthorised use of your Logon ID or other passphrases; (d) any fault, error or defect in design or engineering of the Online Trading Service or any delay, fault, failure in or loss of access to the Online Trading Service. In particular, we will not be liable if you cannot access the Online Trading System at any time; (e) any inaccuracy, error, delay or interruption in, omission from or unreliability of any information provided on or via the Online Trading Service (or any related message), or its transmission or delivery; (f) any delay or non-performance by us or other event resulting from the unreliable nature of the internet or other electronic medium and other matters beyond our reasonable control; (g) our exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy that is available to us under these Terms; (h) any acts or omissions of the Service Provider, any broker we use or any other person in relation to the Online Trading Service; (i) any loss of profits, loss of data or use of equipment; or (j) any other matter arising from or related to the subject matter of these Terms. 13. No proceedings to be instituted, attempted or threatened You agree that you will not commence, or attempt or threaten to commence, any proceedings, action or claim (including any claim for compensation or costs) against us or any Service Provider in any jurisdiction for the recovery of any loss, damage, cost or expense, or in relation to any liability, described in clause 11, 12 or the schedule to these Terms. 14. Where our ability to exclude liability is limited by law If our liability in relation to any matter relating to or arising in connection with the Online Trading Service is capable of limitation (but not exclusion), it is hereby limited to the maximum extent that is permitted by law. Part F - General terms 15. Variation 15.1 We may vary these Terms (including altering or deleting a provision of these Terms or adding a new provision to these Terms) at any time. 15.2 Except where stated otherwise in these Terms, any variation of these Terms will apply to all dealings between us on and from the day on which the variation takes effect. 15.3 If we vary these Terms, we will give you at least seven days' notice to the postal or electronic address last notified to us by you, or on the Online Trading Service or the Website. 16. Meaning of certain words (These meanings apply unless the contrary intention appears) Confirmation means a trade confirmation relating to a Transaction. Instruction means any offer in relation to any Securities or, where applicable, any instruction in relation to entering into a Transaction and "Instruct" has the corresponding meaning. Logon ID means your identification number and access code to the Online Trading Service. Online Trading Service means the information, trading and settlement services accessed via the Website, the Richmond Financial Services Limited Trading application for mobile phones and tablets or such other facility provided by (or on behalf of) us, which enables you to give electronic Instructions in accordance with these Terms, whether in your place of residence or elsewhere, and to receive information and related services. Securities means listed equities, exchange traded funds, warrants and any other products designated by us as "Securities" from time to time for the purposes of these Terms (whether on the Online Trading Service or otherwise). You will be able to nominate the Securities you wish to trade from time to time in the Online Trading Service Form and by subsequent notice to us in writing (which nomination will be subject to our confirmation and approval). Service Provider means each third party service provider nominated by us to provide information or other products and services on or via the Online Trading Service, including each of the entities specified in the schedule to these Terms. Software means the software (including any files, images, tables and data incorporated in or generated by the software and data accompanying the software) comprised in the Online Trading Service. Trading Hours means the trading hours which the relevant exchange(s) is/are open for trading Securities. Trading Day means the day which the relevant exchange(s) is/are open for trading Securities. Transaction means any Securities transaction through the Online Trading Service. Terms are the terms and conditions set out in this agreement. We means Richmond Financial Services Limited and the terms "us" and "our" have the corresponding meaning. You means each person who signs the terms and conditions form completed by you in relation to the Online Trading Service as the client and whose application is accepted by us, and to the extent relevant includes each of your authorised representatives, and the term "your" has the corresponding meaning. I/We hereby confirm that I/we have received and read the Richmond Financial Services Limited Online Trading Service Terms and Conditions document and I/we also agree to be bound by the general terms and conditions as they may be amended from time to time. I/We specifically agree and confirm that Richmond Financial Services Limited shall be entitled to disclose and/or procure information pertaining to me/us as and when it is deemed necessary by regulatory authorities. I/We declare that the information given by me/us on the Online Trading Service Form is correct to the best of my/our knowledge and belief and I/we bind myself/ourselves to inform you immediately of any changes in the information supplied by me/us. I/We hereby request you to open and activate the above-mentioned online trading account.
I agree to the Richmond Financial Services Limited Online Trading Service Terms and Conditions