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21. EXCLUSIONS, AND LIMITATIONS AND REINBURSEMENT 21.1 General exclusion: The Firm and its Associates, and their directors, officers, employees or agents, will not be liable for any Losses incurred or suffered by the Client under or in connection with this Agreement (including by reason of entering into or performing any Transaction or the Services or where the Firm has declined to enter into a proposed Transaction or perform the Services), unless the Loss is a foreseeable consequence of, and arises directly from, the Firm's or its Affiliates' negligence, wilful default or fraud, or, in the case of the Firm, any negligence in the selection, appointment and/or ongoing monitoring of Associates by the Firm. In no circumstance will the Firm, its Associates or their directors, officers, employees or agents have liability for Losses suffered by the Client or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit liability for fraud, or negligence which causes death or personal injury. 21.2 Adverse implications of Transactions: Neither the Firm nor its Associates accept liability for any adverse tax, accounting or other implications of the Firm's or the Associates' performance of the Services or any Transaction whatsoever. 21.3 Changes in the market: Neither the Firm nor its Associates accept any liability by reason of any delay or change in market conditions before any particular order or Transaction is effected. 21.4 Force Majeure: The Firm and its Associates will not be liable to the Client for any partial performance or non-performance of the Firm's or its Associates' obligations under this Agreement by reason of any cause beyond the Firm's or its Associates' reasonable control, including any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, war, act of God, acts and regulations of any governmental, quasi-governmental or supranational bodies or authorities or failure by the relevant intermediate broker or other intermediary, client account bank, custodian, sub-custodian, Infrastructure or any agent of the above, for any reason, to perform its obligations. 21.5 Effect of Applicable Regulations: Nothing in this Agreement will exclude or restrict any duty or liability the Firm may have to the Client under Applicable Regulations which may not be excluded or restricted. 21.6 Reimbursement: Client shall pay to Firm on demand such sums as the Firm may at any time require in or towards satisfaction of any debt balance on any of the Client’s accounts with the Firm. The Client shall reimburse the Firm against any Losses which the Firm may incur or be subjected to either directly or indirectly in connection with or as a result of: (a) any service provided or action taken with respect to any of the Client’s accounts or any Transaction, Firm/CCP Transaction or Firm/ICB Transaction governed by this Agreement or any matching Transaction on an Infrastructure or with an Intermediate Clearing Broker; (b) any misrepresentation by the Client or any violation of the Client of its obligations under this Agreement (including any Transaction); (c) enforcement of the Firm’s rights; (d) the Firm acting (or omitting to act) in reliance on communications; (e) actions of the Client or the Firm taking any other action contemplated by the Agreement; or (f) the Firm being precluded by any Infrastructure or clearing organisation or governmental or regulatory authority or agency from taking action under this Agreement; except to the extent that such Losses are due directly to the Firm’s negligence, wilful misconduct or fraud or to the negligence, wilful misconduct or fraud of an Intermediate Clearing Broker selected by the Firm or the default of the Firm or an Intermediate Clearing Broker selected by the Firm which is not directly or indirectly caused by the default of the Infrastructure.

Where the Firm receives any payment that is subject to a tax or other item that is subject to reimbursement under this clause where the Firm has an obligation to pay an equivalent amount to the Client, the Firm may deduct an amount equal to such tax or other item subject to reimbursement from the payment due to the Client instead of paying the Client the full amount and making a claim under this clause.
Notwithstanding the foregoing, if the Firm pays the Client an amount under a Transaction that exceeds the corresponding amount the Firm actually receives from the Infrastructure or Intermediate Clearing Broker, or the Firm pays an amount on behalf of a client money bank to the Client that exceeds the amount the client money bank pays to the Firm, the Client must reimburse the Firm for that excess amount (“Reimbursement Payment”) on demand.  The Firm may deduct any Reimbursement Payment owed by the Client to the Firm from any payment obligation that the Firm has to the Client under the Client Agreement.

21.621.7 Errors in transaction reporting or other reports: For errors that are due to external factors outside of the Firm’s control, the Firm is not bound by the prices and/or other details of orders or Transactions for such errors which are included in any transaction or other report and, upon the Firm becoming aware of the relevant error, it may make any necessary corrections to the affected reports. Notwithstanding the foregoing, for errors caused by the Firm, the Firm shall be bound by the prices and/or other details of orders or Transactions which are included in any transaction or other report. 21.721.8 Relationship to this Agreement: The provisions of this clause apply notwithstanding any other term of this Agreement.