4.1 To execute a transaction the Client gives an Order to the Broker which should contain the Essential Terms of Transaction. The Order may also contain specification of any Order type defined in these Terms, as well as time restrictions (Time In Force, abbreviated TIF, expressed in days or “good till cancelled”). Where the type of the Order is not specified, it shall be deemed a Market Order. Where the TIF is not defined, the Order is in force until the closing of the first Trading Session begun at the time or after placing of the Order in the given TS.   

4.2 The transactions out of the funds of the Client shall be executed based on Orders containing the Essential Terms of Transaction, completed in form and manner defined under the bank’s internal regulations and bylaws related to brokerage services (an exhibit of the form is posted to the Broker’s official website), when in hard copy, or sent by e-mail, other electronic communication means, or communicated to the Broker by phone or submitted via My Invest.

4.3 Where the Client chooses the e-mail option of placing orders, the Client understands that, due to technical and other reasons beyond control of the Broker, the Order might not reach the Broker or might be delayed in reaching, or sent by non-authorized persons or otherwise become known to such persons due to, among others, system failures, unauthorized access or unauthorized use of passwords, etc. Hereby the Parties agree that the Broker shall not be held liable for any loss incurred by the Client as a result of circumstances defined above. The Parties also agree that any Message received from the Client’s e-mail address specified in the Agreement shall be considered by the Broker an Order duly received from the Client.  

4.4 Where the Order has been placed via electronic channels, the Client can check whether or not the Broker has received it by calling the authorized person of the Broker. During the phone conversation the authorized person shall confirm or deny the receipt of electronic Order with the Essential Terms of Transaction. The receipt of the electronic message may be also confirmed by the system operator if the Client requests the delivery receipt in which case, however, the Broker shall be not held responsible for the accuracy of the receipt confirmation service.  

4.5 The Broker shall record the Orders placed by the Client by phone. Hereby the Client agrees to the recording of their communication with the Broker. If the Order is placed by phone, the authorized employee of the Broker may ask the caller questions to verify their identity, including one or any of the codes of the secure card provided to the Client, Agreement details, etc. The Order shall only be accepted if the Client has been properly identified based on the answers received.  

4.6 When placing the Order over the phone, the Client shall articulate the terms defined under clause 4.1, which shall be repeated by the authorized person. If the terms are repeated correctly, the Client will confirm them by saying ‘I confirm’. 

4.7 If on paper, the Order shall be submitted to the Broker personally in 2 copies. One copy shall remain with the Broker, the other shall be returned to the Client with ‘Accepted’ note and the Broker’s signature on it.

4.8 If the Client (i) does not have a Secure Card, and/or (ii) does not have the Secure Card at hand at the time of placing of the Order, the Broker shall generate a one-time code, which shall be automatically sent to the Client’s e-mail address and/or phone number specified in the Agreement executed with the Client. 

4.9 The Client shall take all necessary measures and ensure proper oversight to prevent access to its official emails or other communication means/channels and/or the personal secure card and/or My Invest system by any person not so authorized (unauthorized persons). Accordingly, the Broker shall not be held liable for any case when the information on the Client and/or the Client’s Orders has become available to unauthorized persons and/or the Order or other communication have been provided on the Client’s behalf by persons not authorized so, and have been executed by the Broker, provided that Broker has taken reasonable measures stipulated in clause 10.5 of the Terms to identify and verify the identity of the Client/person acting on the Client’s behalf, as well as to check their authorities. In all cases, all legal risks and consequences arising from unauthorized or illegal access to the specified channels of communication and/or secure card and/or one-time code and/or My Invest (including the risk of abuse of authority) shall be borne by the Client.

4.10 The Broker has the right to reject accepting, transmitting or executing the Client’s Order in the following cases:

1) absence of the Client’s or their authorized representative’s ID and other identification data, or suspicion of inaccuracy or inconsistency of such data,

2) not placing the Order in accordance with the form and substance defined under clauses 4.1-4.8; non-compliance of the Order with the Republic of Armenia legislation and these Terms,  

3) if it is actually impossible for the Broker to transmit or execute the Order for any reason, including the absence of contractual relations with the Agents, refusal of the Agents under the existing contractual relations to accept and transmit the Orders, etc.

4.11 The Client may recall the submitted Order or change its price, quantity/value, term or fees by sending a corresponding Message subject to clauses 4.1-4.8 of these Terms. The Message shall be accepted for execution provided the offer or order for execution of the transaction has not been executed or accepted by the Broker yet. The recall Message shall be considered to have been accepted at the time it reaches the Broker’s representative. If the transaction has been executed in the period between the receipt of the Client’s recall Message by the Broker and recall confirmation by the corresponding TS, the recall order is not executed.

4.12 If the value of the Transaction specified in the Order given by the Client exceeds 1,000,000 US dollars or its equivalent in another currency, the Client shall notify the Broker of the intention to place such an Order at least 3 business days prior to placing the Order. Otherwise, the Broker shall have the right to reject accepting the Order.

4.13 The Client can submit a Margin Trading order and receive financing or securities loan from the Broker, if the Client has executed a supplementary Covenant with the Broker and subject to the terms and conditions of such Covenant. 

4.14 The Broker has the right to reject the received Order, if after its receipt it appears that there is no sufficient amount on the Client’s Account to execute the transaction (except for Margin Trading) and charge the fees. Hereby the Broker reserves the right to charge amounts to the Client’s Account without further notice during or any time after execution of the transaction. The Order might also be rejected, if the Funds available on the Client’s Account are encumbered with third party rights or blocked.

4.15 In case of rejection of the Order, the Broker shall give immediate notice to the Client by e-mail or phone.

4.16 The Broker has the right to reject/not execute the Order submitted by the Client or the Order recall message depending on the market type (exchange, OTC, regulated or not) and location, nature of the transaction, timing of execution, time frames necessary to ensure the depositing processes and/or the cutoff timing (if any) for submission or withdrawal of the Order by the Broker. In any case, the Broker shall inform the Clients about any restrictions, barriers and details known to the Broker in connection with execution of the Orders and respective deadlines, by posting an announcement on its official website and informing the Client via communication method chosen by the latter.

4.17 Any restrictions set by TSs or the Bank’s partners with regard to the minimum quantity/value of bought/sold securities per order refer also to the Client’s orders. It is the responsibility of the Broker to keep the Client informed about such restrictions.

4.18 The Client acknowledges that the types of tradeable securities, trade value and Order submission deadlines are limited to the list of eligible securities, volume restrictions and Order submission or execution cutoff dates set by the Agents and TSs ensuring execution of Orders. In any case, the Broker shall accept all Orders during Operational Day. Any Market Order submitted after completion of the Trading Session in the TS shall not be executed or routed for execution until the beginning of the next Trading Session. 

5.1 The terms and conditions of brokerage services with respect to Margin Trading shall be defined by a separate covenant to be executed between the Broker and the Client, forming (if executed) an indispensable part of the Agreement and regulated by these Terms as far as they do not contradict its provisions.

5.2 Brokerage services with derivatives shall be provided in accordance with the terms, conditions and restrictions defined by the TSs and Agents dealing with trade in such derivatives.

5.3 Where the Client’s Position in transactions with certain Derivatives is open, and at the time of opening of the Trading Session preceding the Trading Session during which the Derivative was executed in the given TS (hereinafter ‘Funds Availability Time’) there are no sufficient Funds on the Client’s Account to fulfill the obligations deriving from the Derivatives, the Broker shall be hereby entitled to close the Client’s Position in relation to the Derivatives by selling the Derivatives. Likewise, even if at the Funds Availability Time there are sufficient Funds on the account, the Broker shall be entitled to reject and not forward for execution any Order of the Client from the Funds Availability Time until closing of the Position by the Broker or actual execution of the Derivative, if the trade value of such Order exceeds the difference between the total balance of Funds on the Client’s Account and the amount necessary to consummate the trade.      

6.1 Client’s securities issued in the Republic of Armenia, intended for provision of services by the Broker or received as a result of such services shall be accounted for on the securities accounts opened and maintained in accordance with the Custody Service Agreement and these Terms. 

6.2 Client’s cash intended for provision of services by the Broker or received as a result of such services shall be transferred to the Brokerage Account after Final Settlement or based on written order of the Client from accounts with the Broker or other banks.

6.3 The difference between the balance on the Brokerage Account (to the extent that it is not encumbered by accepted or executed Order or the Bank’s or third party rights) and amounts payable to the Broker under this Agreement shall be the open-ended liability of the Broker to the Client.   

6.4 No interest shall be accrued to the balance on the Brokerage Account. Any and all transactions by the Brokerage Account of the Client shall be limited to the following:

1) Debit: transfer of amounts from the Brokerage Account to bank accounts of the Client with the Broker or other banks 

2) Credit to the Client’s brokerage account from the Client’s bank accounts with the Broker or other banks

3) Operations required to perform Final Settlement in accordance with these Terms

6.5 Transactions by the Brokerage Account shall be executed based on Orders of the Client. The Order shall be considered an instruction to execute a transaction through the Brokerage Account to appropriate extent. The operations specified in sub-clauses 1 and 2 of clause 6.4 of these Terms shall be executed in accordance with the bank’s internal regulations within 2 Operational Days upon submission of the respective instruction.

6.6 The Brokerage Account can be debited without the Client’s instruction only if there is a valid and effective court judgement or ruling, as well as in other cases defined under applicable laws and the agreements executed by and between the Client and the Broker. 

6.7 The Broker shall be entitled to reject any credit operation to the Brokerage Account at its own discretion, if to the Broker’s belief (which shall be based on reasonable internal estimations) availability of funds on the Brokerage Account, considering the character and exposure of operations to be executed or likely to be executed by the Client using those funds, can lead to substantial losses for the Client and/or Broker. The arrangements between the Client and the Broker regarding the status and peculiarities of bank accounts having the status of Brokerage Account are not public agreements, and the Client accepts all specific terms and restrictions with regard to debit and credit operations by the Brokerage Account, defined in these Terms.       

6.8 Transactions through the Brokerage Account may be executed by the same persons who are authorized to submit Orders under the Agreement. If the persons authorized to submit orders for execution of transactions through the bank accounts differ from the persons authorized to transact through the Brokerage Account, the Broker shall approve the signature specimen and seal (if any) card for the authorized representatives pursuant to the Broker’s internal procedures. To ensure separate internal accounting of Funds the Broker maintains a record-keeping system for internal separate accounting of funds and securities expressed in various currencies, reflecting the flow and balance of resources. The system described herein is maintained also to keep records of the flow and balance of the Client’s securities accounted for on the Broker’s nominee accounts.   

6.9 Hereby the Client gives their consent to the Broker to use, including to pledge the funds transferred to and received by the Broker under this Agreement, for the Broker’s benefit without prejudice to the latter’s fiduciary obligations to the Client.

6.10 The Broker can keep the funds of the Client on nominee accounts and the Broker’s accounts or bank (correspondent) accounts and other accounts with other (including foreign) financial institutions in the Broker’s name, in accordance with the legislation of the Republic of Armenia or the transaction jurisdiction and agreements executed in accordance with such legislation. Hereby the Broker is authorized while executing operations to combine the assets of the Client with assets of other clients and the Broker’s own assets, however, at all times subject to separate book-keeping of the assets of the Client, other clients and the Broker’s own assets by proper maintenance of internal accounting system. 

6.11 Custody services, payment and settlement operations related to provision of brokerage services pursuant to these Terms, as well as transactions by the Client’s Accounts are regulated by the Custody Service Agreement, these Terms and internal regulations of the Broker, respectively. The Client’s securities purchased during brokerage service and available for sale shall be accounted for on the securities account opened by the Broker for the Client under the Custody Service Agreement. Furthermore, the Custody Service Agreement shall apply to such extent that it doesn’t conflict the Agreement (including these terms).

6.12 An Order to execute a transaction, given pursuant to these Terms, is also an instruction to perform a relevant custody operation by the Client’s securities account (including operation in terms of the Custody Service Agreement), in particular: 

1) acceptance/crediting of securities to the account;

2) transfer/withdrawal of securities from the account;

3) blocking/pledging of securities in favor of third parties and/or the Broker.

6.13 The Client can also give an instruction to the Broker to execute a transaction (crediting, debiting, transfer, blocking, etc.) by their securities account not related to any brokerage order. In such cases the instruction on custody services should be submitted in accordance with the procedure, form and terms defined in the Custody Service Agreement, subject to the regulations contained in the Agreement (including these Terms).  

6.14 For the purposes of these Terms Final Settlement means performance of the Client’s liabilities as a result of transactions executed by the Broker based on the Order and acceptance of performance by the counterparty, in particular: 

1) acceptance, registration and transfer of securities;

2) transfer, acceptance and registration of cash, replenishment of floating balance with Derivatives;

3) currency exchange required to complete the transactions specified in sub-clauses 1 and 2 above.

6.15 If (i) the currency of the accounts included in the Brokerage Account differs from the currency required to ensure Final Settlement under the transactions executed based on Orders, or (ii) the Client’s balance on the account in transaction currency is not sufficient, the Broker shall convert the amounts into the required currency at the rate prevailing in the Bank or agreed with the Client for AMD, the currency required for Final Settlement or the currencies specified below. The Broker shall first use the balances on USD-denominated accounts, then balances on AMD-denominated accounts, then EUR and then RUB denominated funds respectively. 

6.16 If the CBA does not define exchange rates for the currencies required to complete Final Settlement for the transaction, the Broker may refuse to execute the Order or to route it for execution.

6.17 The Broker performs Final Settlement for the Client without further instruction. Hereby the parties agree that the Client’s Order to perform operations is also an instruction to perform Final Settlement with the Client’s funds.

6.18 The Client shall ensure that at all times there are sufficient Funds on the Client’s Accounts to enable the Broker to complete Final Settlement in accordance with these Terms. This obligation shall not refer to Margin Trading in which case the Client shall nevertheless ensure the availability on their accounts of Funds required to secure the Client’s liabilities to the Broker in accordance with Margin Trading covenants. 

7.1 The Broker shall charge a fee for provision of services in accordance with the brokerage service fees (Fees) defined in Appendix 1 to the Agreement. 

7.2 The fees defined in Appendix 1 to the Agreement may be changed by the Broker from time to time in which case they shall become effective on the 11th day after notification of the Client or publication of such changes at the official website of the Broker. 

7.3 The Client shall also reimburse all operational expenses of the Broker (related to execution or routing of the Client’s orders), which may occur due to the necessity to involve third parties to ensure execution of the transactions and Final Settlement, in particular, fees charged by TSs and the Broker’s Agents (other than common and regular commission fees charged in accordance with agreements executed with Agents), etc., which vary by TS, type of transaction, its value, etc. Such expenses are not included in the fees defined in Appendix 1 to the Agreement. The reports submitted to the Client shall reflect both the specified expenses and charges made by the Broker for their reimbursement.

7.4 Where the Broker acts also as the Client’s tax agent in accordance with applicable laws, the Broker shall charge all the applicable taxes and other amounts payable by the Client and transfer them to the relevant authorities.

7.5 The Broker shall charge the fees, expenses, interests, fines and penalties under these Terms and the Agreement and any other amounts payable by the Client to the Broker out of the funds provided by the Client, and/or debit them to the bank accounts of the Client without further notice, and the Client shall ensure that sufficient funds are available on those accounts at all times. Immediately after execution or routing of Order the Broker shall charge the funds to the Brokerage Account in AMD. If the funds on the Brokerage Account in the respective currency are not sufficient, the amounts shall be charged to other accounts of the Client.

7.6 The brokerage service fees do not include fees charged by Trading Systems, stock exchanges, custodians, registrars, etc. (except for clearing fees). All such fees, if payable, shall be debited to the Client’s Account. 

7.7 In response to the request of the Client, the Broker shall advise on sources of information related to the fees specified in clause 7.6. 

8.1 Once a month, the Broker shall provide to the Client (in the manner described in chapter 9 below and as agreed with the Client) status (per transaction) and regular (monthly) reports on the flows and closing balance (Position) of the Client’s Account, as well as on the transactions with the assets (cash and securities) available on the Client’s Account and their flows, except for reports on transactions executed via Electronic Trading System, which are presented to the Client via trading software if the Client’s consent is available.

8.2 The Broker shall provide the reports described in clause 8.1 above:

1. Monthly reports: by the 15th day of the month following the reporting month

2. Status (transaction) reports: COB the Operational Day following the day of transaction, except reports generated by Trading Systems which in case of system failures or change of terms can be made available later (but at the earliest convenience)    

8.3 The Broker shall also provide the Client with reports in form and substance specified in clause 8.1 for any particular period requested by the Client within 3 days upon submission of such request. The Client can get the hard copy of the report by visiting the Broker’s head office. 

8.4 The monthly report shall be deemed accepted if the Client hasn’t filed any written objection within 5 days upon its receipt. Status report shall be deemed accepted if the Client hasn’t filed any written objection within 2 business days upon its receipt.

9.1 Exchange of any information between the Broker and the Client shall be carried out in the following ways:

9.1.1. My Invest,

9.1.2. Phone (phone calls, SMS) 

9.1.3. Email

9.1.4. Official website of the Broker (published information) (other than the reports specified in clause Error! Reference source not found. above, which cannot be provided to the Client in this way)

9.1.5. Delivery of original documents/information in the head office of the Broker, with receipt acknowledgment by signature 

9.2 The Client agrees that any of the communication means/channels specified in above clause 9.1 is a reliable channel; however, the information required by the CBA regulations will be mainly exchanged via My Invest, e-mail or by phone. Furthermore, should the Client prefer phone as a means of communication to present the reports specified in above clause 8․1, the communication will be implemented in the following manner: an SMS will be sent to the Client’s mobile number informing of the availability of the respective report or the required information, which will be further provided to the Client in person in the Broker’s head office in person, with acknowledgment receipt to be signed by the Client.

9.3 Upon the Broker’s consent, the Client and the Broker may provide for in the Agreement a definite communication device/channel most reliable for the Client, if other than those specified in clause 9.1, or one of the channels specified in the said clause. 

9.4 The paper flow and exchange of information shall be in Armenian. Upon the Client’s request, the brokerage-related paper flow and exchange of information may be in Russian or English in accordance with the Agreement. 

10.1 The obligations of the Parties under the Agreement are the legally enforceable liability of the Parties. In case of failure or default in performance by any of the Parties, the other Party shall be entitled to adequate indemnity and compensation. 

10.2 The Parties confirm that the representations and warranties set forth in chapter 4 of the Agreement are true and accurate and each Party undertakes to indemnify any and all losses the other Party may incur if the stated representations and warranties are found to be untruthful or inaccurate. Neither Party shall be liable for failure or default in performance, if such failure or default was caused by untruthfulness or inaccuracy of the representations or warranties of the other Party under chapter 3 of the Agreement. Either Party shall indemnify any and all losses incurred by third parties if such losses were caused, among other things, by untruthfulness or inaccuracy of the representations and warranties under chapter 3 of the Agreement.

10.3 The Broker shall not be liable for losses caused to the Client by insolvency or bankruptcy of third parties, including Agents (sub-agents), entities engaged as custodians to maintain the Client’s funds and Transaction counterparties, if the Broker was not and could not be aware at the time of establishment of contractual relations that such circumstances had occurred or were pending or inevitable.

10.4 The Client shall bear the risk of non-performance or improper performance of liabilities by the counterparty under the transactions caused to be executed by the Broker upon the Client’s orders, while the Broker shall make best efforts to demand proper performance from such parties. However, the Broker gives no guarantees and bears no liability in this respect. Hereby the Parties agree that, considering that (i) trading outside Armenia takes place on regulated markets through a chain of Agents and sub-agents, (ii) the Broker is responsible only for routing the Orders for execution to the Agents who may forward them to their sub-agents, in which case (iii) the Broker cannot exercise reasonable care in the choice of such sub-agents, the Broker shall not be held liable for non-performance of liabilities by third parties under the transactions executed based on the Client’s Orders. Hereby the Parties agree that the Broker shall be deemed to have failed to exercise reasonable care in the choice of the agents only if, while having the possibility to choose, the Broker has selected a person the bankruptcy or insolvency of which or its imminence was known to the Broker at the time of such choice. 

10.5 The Broker shall take the following reasonable steps to identify the Client/person acting on the Client’s behalf and/or verify their authorities: 

10.5.1. In case of Orders submitted by phone: matching of the codes indicated on the secure card provided to the Client or one-time code sent to the telephone number agreed with the Client under the Agreement and/or e-mail. Where this is not possible, the Client’s identification and identity verification shall be carried out in accordance with the internal regulations of the Broker.

10.5.2. In case of Orders submitted in paper: matching of the signature and seal placed on the Order (sufficient similarity) with the signature and seal (if any) of the Client and/or the person authorized to act on the Client’s behalf. 

10.5.3. In case of Orders submitted electronically: matching of the email address used for sending the Order and the email address specified in the Agreement.  

10.5.4. In the case of Orders submitted via My Invest: ensuring two-factor authentication/verification necessary to access My Ameria system, including matching of the username and password. 

10.6 Furthermore, if the Client has lost secure card, or the card has become available to third parties, including the Client’s employees not authorized to place Orders, the Client shall give immediate notice to the Broker by means of communication specified in the Agreement, in which case the Secure Card shall be deactivated upon the Client’s request. Any Order placed on behalf of the Client prior to notice, the details and identification data of which as provided by the person giving the Order match the Client’s identification data, shall be deemed to have been placed by the authorized person of the Client. The Broker shall consider such Orders as given by authorized person and shall bear no responsibility before the Client for losses suffered by the latter as a result of Orders placed by unauthorized persons using the Client’s identification data. The Broker shall bear no liability for non-performance or improper performance of Final Settlement due to actions or inaction of TSs or counterparties regardless of what the reasons are, as well as for any loss incurred by the Client as a result of technical failure or breakdown (including where the loss was caused by failure of a System), unless it is reasonably proved that such failure/breakdown or loss was caused by deliberate actions of the Broker. 

10.7 The Broker shall not be held liable for the losses suffered by the Client in the event where execution or transmission of the Orders by the Broker was actually impossible for any reason (including such circumstances that are out of the exclusive, full and complete control of the Broker and are related to third parties and the external environment). 

10.8 In any case, the Broker’s liability to the Client shall be limited to (i) the cases of willful or explicit negligence, execution of transactions in breach of the Orders and failure to execute the Order due to the absence of the relevant legal grounds stipulated in these terms and (ii) the amount of the actual damage caused to Client.

10.9 The Client shall indemnify and hold harmless the Broker from any and all losses incurred by the Broker as a result of claims raised by third parties in connection with provision of services under the Agreement and the Terms to the Client. The Client shall be released from liability only in case such claims of third parties are based on unlawful actions of the Broker, including actions not properly authorized or caused by the Client.