香港期货交易条款及细则翻译模板 （中英文 第1部分）
日期：2018-02-08 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司
Exchange Participant of Hong Kong Futures Exchange Limited
Terms and Conditions of Futures Trading Agreement (Electronic Trading)
1. Interpretation 释义
2. Transactions subject to Laws, Rules of Exchanges, etc. 交易须符合法律、交易所规则等
3. Dealing and Clearing 交易及结算
4. Instructions 指示
5. Restriction on use of information 对使用数据的限制
6. Intellectual Property 知识产权
7. Delivery 交付
8. Margins/Payments 保证金/付款
9. Default 违约
10. Set Off 抵销
11. Security 保证
12. No Assignment and Succession 不可转让及继任
13. No Waiver 不放弃权利
14. Charges 收费
15. Liability and Indemnity 责任与弥偿
16. Warranties and Undertakings 保证与承诺
17. Currency Transactions 货币交易
18. Time of Essence 时间要素
19. Negative Pledge 质押
20. Suspension and Termination 暂止及终止
21. Further Assurance 进一步保证
22. Compliance with Laws 遵守法律
23. Communications 通知
24. Translation 翻译
25. Payment to Client 予客户的付款
26. Governing Law, Jurisdiction and Service of Legal Documents
27. Limitation of Liability, Indemnity and Ratification 法律责任范围、弥偿保证和追认规定
28. General 一般规定
These terms and conditions set out the rights and obligations of you (the “Client”) and us, OSK Futures Hong Kong Limited (OSKFHK, the “Broker”), in connection with the operation of your electronic trading account(s) opened or to be opened with us for dealing in and with futures and options. All the terms and conditions below are legally binding, so please read them carefully or seek legal professional advice before you agree to be bound by them.
1. Interpretation 释义
1.1 In this Agreement, unless the context requires在本合约中，除非下文另有规定，否则 ：
“Access Code” means the Login User Name and/or the PIN/Password;
“Account” means any one or more electronic trading account(s) opened, maintained and operated by the Client with OSKFHK from time to time for use in connection with the purchases, sales, holdings or other dealing in futures and options and other financial products effected through OSKFHK on behalf of the Client;
“Account-Opening Documents” means the documents to open an Account (incorporating among others, a Client Information Statement, Risk Disclosure Statement and Disclaimers) duly signed by the Client as well as all those documents furnished by the Client in support of its application for opening account(s) with the Broker;
“Agreement” means these terms and conditions, Risk Disclosure Statement, Disclaimers, the circular to Client relating to Personal Data (Privacy) Ordinance, and Client Information Form which shall be read together as one agreement as original executed or thereafter may from time to time be amended or supplemented;
“Asset” means items, whether or not capable of being delivered, such as cash, currencies, securities, investments, deposits, commodities or financial instruments (including futures contracts or option contacts) traded on an Exchange;
“Authorized Person” means, if the Client consists of one or more individuals, each such individual and any other person specified as an Authorized Person in the Client Information Form or, if the Client is a body corporate, any director or other person specified as an Authorized Person in the Client Information Form, and in either case such other person(s) as appointed in substitution therefor or in addition thereto and notified in writing to the Broker by an Authorized Person from time to time provided that any such appointment of other Authorized Person(s) shall be effective
from the time of actual receipt of notification by the Broker;
“Beneficial Identity of a Client” means the ultimate beneficiary of an individual client account or in the case of a company or body corporate, the individuals who are the ultimate beneficial owners of the share capital of the company or body corporate and includes a beneficiary holding an interest through a nominee or trust.
“Charged Securities” means such securities, investments and financial instruments (including the benefit of any foreign exchange contracts, commodities contracts or futures contracts or option contracts or any other property whatsoever) as the Client may, with the agreement of the Broker, deposit with or transfer to the Broker by way of security to protect the Broker against any loss or risk of loss on present, future or contemplated Contracts and/or Client Contracts;
“Clearing House” means in relation to HKFE, HKCC and, in relation to any other Exchanges any clearing house providing similar services for such Exchange;
“Clearing House Margin” means the amount of cash required by way of margin, variation adjustment and/or interest rate cash adjustment (howsoever described) under the rules and regulations of the relevant Exchange, and/or Clearing House to be taken by the Broker from the Client together with all sums of margin, variation adjustment and/or interest rate cash adjustment (howsoever described) for which the Broker must account to the relevant Exchange or Clearing House;
“Client” means any individual, firm or company under the Account whose particulars are set out in Client Information Form;
“Client Contract” means a Futures Contract or Option Contract between the Broker and the Client which is matched by a Contract and is identical in its terms except as to price and/or parties;
“Client Information Form” means the form to open an account duly completed and signed by the Client as well as all those documents furnished by the Client in support of the application for opening an account with the Broker;
“Close out” means the entering into of a Contract equal and opposite to a Contract previously entered into (and each matching a Client Contract) so as to create a level position in relation to the Assets underlying the Contracts, or in relation to the Contracts themselves and fix the amount of profit or loss arising from such Contracts (and with respect to the corresponding Client Contract); and the terms “closed out Contract” and “closing out” shall be construed accordingly;
“Code of Conduct” means the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission;
“Commission” means the Securities and Futures Commission;
“Contract” means a Futures Contract or Option Contract entered into through a Dealer;
“Dealer” means such member of an Exchange and/or Clearing House as is instructed by the Broker to enter into Futures Contracts or Option Contracts on an Exchange, and/or clear the same;
“Deposited Securities” means Charged Securities, the certificates or documents of title to which the Client has deposited by way of Margin;
“Electronic Trading Service” means any facility provided or to be provided by the Broker from time to time under this Agreement which enables the Client to give Instructions relating to any transaction, and send or receive other information services via electronic or telecommunications media (including through the use of mobile phones, touch tones, internet or other electronic or telecommunications devices as the Broker may from time to time prescribe), and including but not limited to services offered through iTrader;
“Instructions” include instructions given by the Client(s) or which appear to the Broker to have been given by Client or on the Client’s/Clients’ behalf by using the Electronic Trading Service, which in any way relate to purchases, sales, holdings or other dealings in futures and options and other financial products effected through OSKFHK on behalf of the Client(s), arising out of and/or are in connection with the Account, whether such instruction was in fact given by the Client(s) or by a person authorized to do so on the Client’s/Clients’ behalf and whether such instructions are given orally, in writing, by facsimile, telex and/or by electronic means;
“iTrader” means the facility provided by the Broker, and includes the website operated by OSK Holdings Hong Kong Limited and the software comprised in them;
“Margin” means the amount of cash, approved debt securities, approved securities, variation adjustments, interest rate cash adjustments or any other form of non-cash collateral as may from time to time be demanded by the Broker from the Client for the purpose of protecting the Broker against any loss or risk of loss on present, future, or contemplated Contracts and/or Client Contracts and not being less than the relevant Clearing House Margin;
“Securities and Futures Ordinance” means the Securities and Futures Ordinance (Chapter 571) and any subsidiary legislation made thereunder of the laws of Hong Kong as the same may be from time to time amended or re-enacted;
“Segregated Bank Account” means a current or deposit account, with an authorized financial institution or with any other person approved by the Commission pursuant to Securities and Futures Ordinance or any relevant subsidiary legislation, in the name of the Broker and in the title of which the word “client”, “segregated”, “Non-House” or such other similar word or phrase appears and which constitutes a segregated bank account of the Broker, for the purpose of holding the Client’s money;
“Transaction” means the entering into a Client Contract or Contract, closing out or effecting delivery and/or settlement of a Client Contract or Contract (which term shall include exercise or allocation of an Option Contract) in connection with this Agreement.
1.2 Terms and expressions defined in the Ordinances or the HKFE Rules shall unless the context otherwise requires, have the same meanings when used in this Agreement. Further, where the context allows, in this Agreement, references to any agreement or document is to such agreement or document as the same may have been, or may from time to time be, amended, varied, innovated, replaced or supplemented and references to statutory provisions are to those as modified or re-enacted and in force from time to time.
1.3 Words importing the singular shall, where the context permits, include the plural and vice versa. The expression “person” shall include any firm, partnership, association of person and body corporate and any such persons acting jointly and the personal representatives or successors in title of any such person. Where the Client comprises two or more persons the liabilities and obligations under this Agreement shall be joint and several. References to “writing” shall include telex, cable, facsimile transmission and transmission by electronic means. Headings are inserted for convenience only.
2. Transactions subject to Laws, Rules of Exchanges, etc. 交易须符合法律、交易所规则等
2.1 All Client Contracts and all Transactions shall be subject to this Agreement and, in respect of those Exchanges and/or Clearing Houses of which the Broker is a member or participant, the constitution, rules and regulations of the relevant Exchange and/or Clearing House (and in particular as regards Transactions effected on HKFE, the rules, regulations and procedures of HKFE) and to all applicable laws, rules and regulations (whether or not having the force of law) whether imposed on the Client or the Broker. Without prejudice to Clause 16.2, the HKFE Rules contain provisions which require the Broker, upon the request of HKFE or the Commission, to disclose the name, Beneficial Identity and such other information concerning the Client as HKFE or the Commission may require and the Client agrees to provide such information concerning it as the Broker may require in order for the Broker to comply with all the HKFE Rules and Ordinances, and that in the event that the Broker fails to comply with the disclosure requirement under Rule 606(a) or 613(a) of the HKFE Rules, the Chief Executive of HKFE may require the closing-out of positions held by the Broker on behalf of the Client or the imposition of a margin surcharge on the positions of the Client. The Client recognises that Transactions which are executed on Exchanges other than HKFE or in markets other than those organized by the HKFE may have a markedly different level and type of protection in relation to such Transaction as compared to the level and type of protection afforded by the rules and regulations of HKFE. Furthermore: -
(a) in the event of any conflict between (i) this Agreement and (ii) any such constitutions, rules, regulations and laws, the latter shall prevail;
(b) the Broker may take or omit to take any action it considers fit in order to ensure compliance with such constitutions, rules, regulations and laws including, without limitation, adjusting the Account, disregarding any unexecuted orders or rescinding any executed Transactions;
(c) such constitutions, rules, regulations and laws as are so applicable and all such actions so taken shall be binding upon the Client; and
(d) the Client shall be responsible for obtaining in advance and maintaining any governmental or other consents required in connection with the Client entering into this Agreement or any Client Contract or the Broker effecting any Transaction in connection with this Agreement.
2.2 The Client consents to the disclosure of any information the Broker may have concerning the Client by the Broker and its agents as may be required from time to time by any applicable rules, regulations and laws.
2.3 If any provisions of this Agreement are or should become inconsistent with any present or future law, rule or regulation of HKFE and/or any Exchange or any other relevant authority or body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue and remain in full force and effect.
3. Dealing and Clearing 交易及结算
3.1 SUBJECT TO THE PROVISIONS OF THE RELEVANT ORDINANCES (AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE) AND ANY APPLICABLE LAW AND PROVIDED THAT THE TRADING IS EXECUTED COMPETITIVELY ON OR THROUGH THE FACILITIES OF AN EXCHANGE IN ACCORDANCE WITH THE RULES AND REGULATIONS OF SUCH EXCHANGE GOVERNING THE RELEVANT MARKETS, THE BROKER MAY TAKE THE OPPOSITE POSITION TO THE CLIENT’S ORDER WHETHER ON THE BROKER’S OWN ACCOUNT OR FOR THE ACCOUNT OF ANY BROKER’S GROUP COMPANY OR OTHER CLIENTS OF THE BROKER.
3.2 The Broker shall be entitled but not bound to act on a request from the Client to carry out a Transaction (whether directly or through a Dealer). The Broker may at any time and from time to time impose any limits including position limits on the Account and the Client agrees not to exceed such limits. Except as directed by the Client in circumstances where the Client is not in default under this Agreement and no Event of Default (as defined in clause 9 below) has occurred, the Broker shall have no obligation to close out any Contract or Client Contract.
3.3 Because of physical restraints on any Exchange and because of the very rapid changes in the prices of Assets that frequently take place, there may, on occasions, be a delay in making prices or in dealing. The Broker may not always be able to trade at the prices or rates quoted at any specific time or “at best” or “at market”. The Broker shall not be liable for any loss howsoever arising by reason of its failing, or being unable, to comply with the terms of any limit order undertaken on behalf of the Client. Where the Broker is for any reason whatsoever unable to perform the Client’s order in full, it may in its discretion effect partial performance only. The Client shall in any event accept and be bound by the outcome when any request to execute orders is made.
3.4 The Broker shall not be liable for any expense, loss or damage suffered by the Client or to account to the Client for any profit or gain accruing to the Broker as a result of the Broker:-
i) trading or dealing in futures contracts or option contracts or in any Asset underlying any Contract or Client Contract; and
ii) dealing in respect of Contracts or Client Contracts with the Client.
3.5 The Client shall indemnify the Broker and its directors, employees, agents and correspondents against all expenses, liabilities, claims and demands arising out of anything lawfully done by the Broker or such persons in connection with this Agreement.
3.6 The Broker may from time to time trade on its own account on any Exchange or with any Dealer or on the account of any of the Broker's Group Company. A director or an employee of the Broker may trade on its own account on any Exchange or with any Dealer.
3.7 The Client acknowledges that Clearing House may do all things necessary to transfer any Open Contract held by the Broker on the Client’s behalf and any money and security standing to the credit of the Account to another exchange participant of HKFE in the event the rights of the Broker as an exchange participant of HKFE are suspended or revoked.
3.8 The Client acknowledges客户确认: -
(a) (i) that every contract executed on HKFE is subject to the charge of an Investor Compensation Levy;
(ii) that every contract executed on HKFE is subject to the charge of a levy pursuant to the Securities and Futures Ordinance;
(iii) that the Client shall pay to the Broker brokerage commission and such other charges and fees at such rate or rates as the Broker may from time to time notify the Client;
and further acknowledges that the cost of each such levy attributable to the Client shall be borne by the Client; and
(b) that, as regards HKFE, in the case of a default committed by the Broker and the Client having suffered pecuniary loss thereby, the liability of the Investor Compensation Fund will be restricted to valid claims as provided for in the relevant Ordinances (as defined in the Securities and Futures Ordinance) and will be subject to the monetary limits specified in such relevant Ordinances and accordingly that there can be no assurance that any pecuniary loss sustained by reason of such a default will necessarily be recouped from the Investor Compensation Fund in full, in part, or at all.
3.9 The Client acknowledges that the Broker is bound by the HKFE Rules which permit HKFE to take steps to limit the positions or require the closing out of contracts on behalf of the Client if HKFE is of the opinion that the Client is accumulating positions which are or may be detrimental to any particular market or markets or which are or may be capable of adversely affecting the fair and orderly operation of any market or markets as the case may be.
3.10 All orders whether made by telex, cable, facsimile, mail, electronic means or orally are accepted and transmitted at the Client’s risk. The Broker shall not be responsible for the non-performance of its obligations under this Agreement by reason of any cause beyond the Broker’s control including, without limitation, transmission or computer delays, errors or omissions, strikes and similar industrial action or the failure of any Dealer, Exchange or Clearing House to perform its obligations.
3.11 Any one of the Authorized Persons is authorized by the Client to give instructions on behalf of the Client and the Client undertakes with the Broker from time to time and at all times to ratify and confirm any instructions whatsoever given or purported to be given by any of the Authorized Persons for and on behalf of the Client, including without limitation, any Instructions which may be given or purported to be given by an Authorized Person between the revocation of the authority of such Authorized Person and the actual receipt by the Broker of notice of such revocation. Any instructions given or purported to be given by any Authorized Person after revocation by the Client of his authority shall be valid and effectual in favour of the Broker if the Broker at the time of the receipt of such instructions did not have actual notice of such revocation.
3.12 Unless otherwise proved beyond all doubt to the contrary, the Client acknowledges and agrees that any dealing in or with Futures Contracts or Option Contracts effected by the Broker pursuant to the instructions of the Client or any Authorized Person shall not have resulted from the advice of the Broker.
3.13 The Client confirms and agrees that, for mutual protection of the Broker and the Client, the Broker may electronically monitor or tape record all conversations with the Client and/or any Authorized Person whether conducted on the telephone or through any other media and save in the case of manifest error, the Client will accept the contents of any such electronic record or tape recording as final and conclusive evidence of the instructions of the conversation concerned and its content.
3.14 All orders given pursuant to this Agreement which may be executed on more than one Exchange may be executed on any Exchange the Broker selects.
3.15 The Broker shall not be liable (in respect of matching Client Contracts or otherwise) if the relevant Exchange, Clearing House and/or Dealer has ceased for any reason (including setting off the Broker’s positions with it) to recognize the existence of any Contract or fails to perform or close out any Contract, but such cessation or failure shall not affect the Client’s obligations and liabilities under this Agreement in respect of such Contracts which the Client has required the Broker to open and which have not been closed out or other obligations or liabilities of the Client arising therefore.
3.16 The Broker may at any time without prior notice in its absolute discretion take such steps as it may consider necessary or desirable to comply with or perform, cancel or satisfy any obligations of the Broker to the relevant Exchange, Clearing House and/or Dealer in respect of Contracts acquired on the instructions of the Client, including closing out and/or performing any and all such Open Contracts, and may for such purpose:-
i) buy or sell (in any manner howsoever and including from itself) the Asset underlying any Open Contract; and/or
ii) borrow, buy or sell any currency; and/or 借取、买入或出售任何货币;及/或
iii) apply any 保证金Margin or Charged Securities in each case so that all sums expended by the Broker in excess of any sums held by the Broker on the Client’s behalf shall be paid by the Client to the Broker forthwith on demand.
3.17 The Broker’s written confirmations of contracts entered into and settlement statements and statements of open and/or closed positions in respect of the Account shall be conclusive against the Client if not objected to in writing by the Client within seven (7) business days after transmission of the information contained in such confirmations whether by telephone, mail, electronic mail or otherwise to the Client. The records of the Broker shall in the absence of manifest error be conclusive and binding on the Client as to the amount standing to the debit or credit of the Account.
3.18 Upon request from the Client, the Broker shall provide the specifications of, or copies of any prospectus or other offering document relating to products comprised in any Transaction which may be entered into on behalf of the Client under this Agreement and an explanation of margin procedures and the circumstances under which the Client’s positions may be closed without the Client’s consent.
3.19 The Client acknowledges and agrees that the Broker shall, at its absolute discretion, be entitled to solicit, accept and retain any benefit in connection with any transaction effected with any person for the Client pursuant to the terms and subject to the conditions of this Agreement, including any commissions, rebates or similar payments received in connection therewith, and rebates from standard commissions charged by brokers or other agents to their clients. The Broker shall also, at its absolute discretion, be entitled to offer any benefit in connection with any transaction effected with any person for the Client pursuant to the terms and subject to the conditions of this Agreement, including any benefit relating to the commission or similar payments in connection therewith.
The Client acknowledges that securities derivatives markets may have certain trading limits and disclosure requirements on securities and/or futures and options contracts that may be held or controlled by a person; and require a person holding or controlling a reportable position to notify the relevant Exchanges, and that in relation to the Hong Kong securities derivatives market, the Client is subject to the trading limits and reporting obligations under the Securities and Futures (Contracts Limits and Reportable Positions) Rules and the Rules of the Exchange. The Client further acknowledges that it is the Client’s responsibility to observe position limits and to make reports where applicable.
3.20 The Client authorises the Broker to allocate to the Broker's Client Offset Claim Account maintained by the Broker with Derivatives Central Clearing and Settlement System all the positions that are considered eligible under the Clearing House Procedures for Futures/Options Contracts Traded on the Automated Trading System of the Exchange for margin offset claim.
4. Instructions 指示
4.1 The Client may only access the Account and give Instruction to the Broker via the Electronic Trading Service. The Client acknowledges and agrees that the Client shall be the only authorized user of the Electronic Trading Service under the Account. The use of the Electronic Trading Service shall be subject to the terms of this Agreement and other terms and conditions as may be prescribed by the Broker from time to time.
4.2 The Broker shall have the absolute discretion to accept or reject any Instructions without assigning any reasons therefore. In particular, but without limitation to the foregoing, the Broker shall have the right not to execute any Instruction until there is a sufficient cleared fund or sufficient securities in the Account.
4.3 The Client hereby consents to using the various media offered via the Electronic Trading Service for communication or transmission of data or information. In particular, the Client hereby consents to the use of electronic media for the purpose of giving Instructions to and other communications with the Broker and authorizes the Broker to accept electronic Instruction and other communication from the Client as the original Instruction or communication from the Client.
4.4 The Client acknowledges and agrees that it shall not usually be possible to cancel an Instruction after it has been given.
4.5 If the Client experiences any problems in reaching the Broker through any particular method, the Client should attempt to use alternate methods to communicate with the Broker and shall inform the Broker of such problems. However, the Client must note that if the Client has given the same Instruction through more than one method, the Broker will treat the duplicate Instruction as a separate Instruction unless the Broker is actually informed by the Client that the Instruction was a duplicate before the Instruction is executed.
4.6 The Client hereby authorizes the Broker to act upon any Instructions given with the use of the Access Codes. All Instructions given or purported to be given through the use of the Access Codes are binding on the Client.
4.7 The Client shall be, and shall procure its directors, officers, employees and agents to be, responsible for the confidentiality, security and use of the Access Codes and undertakes:
. not to disclose the Access Codes to any third party; and 不向任何第三方披露进入密码;及
. not to write down or record the Access Codes in a way that could facilitate misuse or fraud.
The Client understands that the Client shall be solely responsible for all Instructions entered via the Electronic Trading Service using the Access Codes (whether authorized by the Client or not and regardless of any other mandate instructions the Client may provide the Broker). Instructions provided by the Client electronically or through any other telecommunications media shall be treated as if they have been made in writing and signed by the Client. The Client shall be liable to the Broker for all losses and damages incurred or suffered by the Broker in connection with or resulting from any breach of the provisions in this Clause 4.7.
4.8 The Client undertakes to contact the Broker of any loss, unauthorized disclosure or misuse of the Access Codes within 24 hours from the time the Client becomes aware of such matter. Unless and until the Broker actually receives such notification, the Client shall have no claim whatsoever against the Broker and shall be liable to the Broker for致使经纪招致或蒙受损失和损害all losses and damages incurred or suffered by the Broker in respect of any use of the Client’s Access Codes, whether authorized by the Client or not.
4.9 The Broker shall not be deemed to have received the Client’s Instructions or executed the Client’s orders unless and until the Client is in receipt of the Broker’s acknowledgement or confirmation relating to the execution of orders either in writing or by phone or by e-mail or other electronic or other means as prescribed by the Broker from time to time (including, without limitation, posting on a section or sections of the website(s) specifically designated for access by the Client). The Client further acknowledges and agrees that, as a condition of using the Electronic Trading Service to give Instructions, the Client shall immediately notify the Broker in writing if:
. an Instruction has been placed via the use of the Electronic Trading Service and the Client has not received an order number;
. an Instruction has been placed via the use of the Electronic Trading Service and the Client has not received an acknowledgement or an accurate acknowledgment (whether through hard copy, electronic, or verbal means) of the Instruction or of the execution; or
. the Client has received acknowledgment (whether through hard copy, electronic, or verbal means) of an execution for an Instruction which the Client did not place.
If the Client fails to notify the Broker in writing of the occurrence of any of the above events within 24 hours, the Client shall be deemed to have accepted the outcome. Neither the Broker nor any of its officers, employees or agents shall have any responsibility or liability to Client or to any other person whose claim may arise through the Client for any claims with respect to the handling,
mishandling or loss of any Instruction.
4.10 The Client further agrees that the Broker shall not be liable for:
. any consequential, incidental, special, or indirect damage (including lost profits, trading losses and damages) that result from inconvenience, delay or loss through the use of the Electronic Trading Service; and
. any losses resulting from a cause over which the Broker does not have direct control, including but not limited to the failure of electronic or mechanical equipment or communication lines, telephone or other interconnection problems (e.g. if the Client is unable to access the online service provider), unauthorized access, theft, operator errors, severe weather, earthquakes, floods
and strikes or other labor problems.
4.11 The Broker may (but shall not be obliged to) monitor electronically or record any or all telephone conversations with the Client and/or any of the Client’s Instructions or orders given through the use of the Electronic Trading Service. The Client agrees to accept the contents of any such electronic records or recordings as final and conclusive evidence of the contents and are binding on the Client. The Client agrees that such records shall be admissible in court as evidence of the existence of the transactions and communications and of the facts contained therein, to the extent permitted by applicable law.
4.12 The Client accepts that the Broker may (but shall not be obliged to) send trade confirmations (either in the form of contract note or otherwise), notices, information, data or other documents to the Client via such electronic media as the Broker may prescribe or may provide such information to the Client through the electronic posting of such information, and the Client consents to receiving such information in electronic form. The Client shall print out such information forthwith without delay to maintain the Client’s own records if necessary.
4.13 The Client acknowledges and agrees that iTrader and the software comprised therein are proprietary to the Broker, OSK Holdings Hong Kong Limited and/or third party service providers. The Client warrants and undertakes that the Client shall not, and shall not attempt to, tamper with, modify, decompile, reverse engineer or otherwise alter in any way, and shall not attempt to gain unauthorized access to any part of iTrader or any of the software comprised therein, and shall inform the Broker if the Client is aware that any person does so or attempts to do so.
4.14 iTrader may provide, for information purpose only, data or information about futures and options and other investments published or disseminated by third parties. The Client understands that the third parties may assert a proprietary interest in all of the data they furnish. The Client acknowledges that neither the Broker nor any third parties guarantee the timeliness, sequence, accuracy or completeness of such data or information. The Client further acknowledges that owing to market volatility and possible delay in the data-transmission process, data available through iTrader may not be real-time market quotes for the relevant futures and options and investment. The Client agrees to hold harmless the Broker and such third parties, for:
. any inaccuracy, error, or delay in, or distortion or omission of (i) any such data, information, or message or (ii) the transmission or delivery of any such data, information, or message; or
以下各项的任何不准确、错误或延误或失真或遗漏：(i) 任何该等数据、数据或讯息或 (ii) 任何该等数据、数据或讯息的传送或交付;或
. any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay, distortion or omission, (ii) non-performance, or (ii) interruption of any such data, information, or message.
因以下各项引起或造成的任何损失或损害：(i) 任何上述不准确、错误、延误、失真或遗漏，(ii) 不履行责任，或 (iii) 任何该等数据、数据或讯息受干扰。
4.15在不损害本合约任何其它条文下Without any prejudice to any other provisions of this Agreement, the Client agrees that certain information accessible on iTrader is provided or compiled by the Stock Exchange or Stock Exchange Information Services Ltd. or other information providers pursuant to agreements between the Broker and such information providers. The information providers may issue direction to the Broker from time to time and the Client shall provide such assistance as the Broker may reasonably require enabling it to comply with such direction. The Client also agrees that, without the prior approval of the information providers, the Client shall not, with respect to any information provided by such information providers:
. disseminate any such information to any other third party;
. use or permit the use of any such information for any illegal purpose;
. use any such information other than in the ordinary course of the Client’s business (which shall not include dissemination of any such information to third parties); and
. use any such information to establish, maintain or provide or to assist in establishing, maintaining or providing any trading floor or dealing service for transactions outside the Stock Exchange.
The Client shall comply with such reasonable directions issued by the information providers from time to time concerning the permitted use of information provided by such information providers.
4.16 The Client agrees that the Broker may provide to the information providers:
. information regarding the media by which the Client receives information, the number of persons or devices (and its type) permitted by the Client to access information within and outside Hong Kong; and
. the Client’s name and address in the event that the Broker or the information providers suspect that the Client has breached the provisions in this Agreement.
4.17 The Client further agrees to permit the information providers and the Broker to inspect the Client’s premises and records in order to ascertain whether the license fees in the Client’s respect are properly accounted for, or whether the Client have been using information contrary to the provisions of this Agreement.
4.18 The Client shall not be entitled to use the Electronic Trading Service if there exists any restriction whatsoever on the Client’s account imposed either by the Broker or by any relevant authorities, including without limitation any initial margin requirements restriction.
4.19 The Client agrees that the Client shall be liable for all losses, debts and deficiencies in the Account including all debts and deficiencies resulting directly or indirectly from liquidation of assets held in the Account.
5. Restriction on use of information 对使用数据的限制
5.1 The distribution of materials via the Electronic Trading Service and/or iTrader may be restricted by law in certain jurisdictions. It is the Client’s responsibility to find out what those restrictions are and observe them.
5.2 Any information and material made available to the Client via the Electronic Trading Service and/or iTrader shall not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments securities or any other instrument or product of the Broker or any other issuer.
5.3 Use of the products or services described via the Electronic Trading Service and/or iTrader may not be permitted in some countries and if in doubt, the Client should check with the Client’s local legal advisor, regulator or authority before requesting information. The Broker does not possess any licensing or regulatory status in any jurisdiction other than Hong Kong and the Broker will not offer any of its products or services described herein to persons or entities resident in countries where licensing or registration under their local law is required for its provision of such products or services.
6. Intellectual Property 知识产权
6.1 The copyright of all contents published via the Electronic Trading Service and/or on iTrader including, but not limited to the text, graphics, links and sounds belong to the Broker, members of the Broker’s Group Company or third parties and may not be copied, downloaded, distributed or published in any way without the Broker’s prior written consent.
6.2 In relation to any information or materials which the Client submits to the Broker using the Electronic Trading Service, the Client grants to the Broker a worldwide royalty-free perpetual license of the copyright and intellectual property rights in such information or materials for any purpose including, without limitation, the copying, transmission, distribution and publication thereof, unless restricted by applicable law. The Client agrees that the Broker shall not be under any obligation of confidentiality to the Client regarding any such information or materials submitted to it using the Electronic Trading Service unless agreed otherwise in a separate direct contract between the Client and the Broker or as required by law.
7. Delivery 交付
The Client accepts that each Client Contract (and also other Transactions made for the Account) contemplates actual performance in accordance with its terms including delivery and receipt of any Assets and payment therefor.
8. Margins/Payments 保证金/付款
8.1 The Client shall at all times maintain with the Broker, in such amount and such form as the Broker may from time to time requires, Margin in excess of the Client’s indebtedness or obligations to the Broker whether by way of trading or otherwise howsoever and the amount of which may be greater than any relevant HKFE and/or Clearing House Margin.
8.2 All amounts (including Margin) payable by the Client in connection with this Agreement shall be due on demand and in the currency of the Broker’s choice subject only to any restrictions which may be imposed by the appropriate Exchange and/or relevant Clearing House, if any, upon which the Client Contract or the Contract concerned was executed on the Client’s behalf. Demands for Margin and/or for variation adjustment must be met within 24 hours or such shorter period as the Broker may in its absolute discretion determine to be necessary and specify to the Client. The Broker may close out all open contracts in respect of which demands for Margin or for variation adjustment are not met within the period specified by the Broker or at the time of making such call(s) or demand(s). The Broker is obliged to report to HKFE and the Commission particulars of all open positions in respect of which two successive margin calls, demands for variation adjustments and interest rate cash adjustments are not met within the period specified by the Broker.
8.3 All amounts held by way of Margin shall be held on trust to apply the same for the following purposes:
i) to pay to the relevant Exchange and/or Clearing House all Clearing House Margin due from the Broker to it, or to any Dealer all margin demanded by it from the Broker, in each case on such terms as the Broker may think fit and in respect of all contracts held by the Broker for all clients and for its own account and all repayments of Clearing House Margin shall be held on the trusts
ii) to apply in or towards satisfaction, or in reimbursement of the Broker, of all costs, damages, losses, liabilities and expenses incurred under or in respect of all and any Contracts, Transactions and/or Client Contracts and all liabilities and expenses (including Charges) incurred as a result of the performance by the Broker of its duties or the exercise by the Broker of its rights, powers and/or privileges under this Agreement (irrespective of the currency in which the same may be denominated); and
iii) subject to the Broker being satisfied that all such costs, damages, losses, liabilities and expenses referred to in Clause 8.3(ii) have been satisfied, discharged or otherwise released, to repay any surplus which is, in the absolute opinion of the Broker, attributable to such Transaction, Contract or Client Contract to the Client.
8.4 The Broker shall in its discretion as to the terms thereof and any rate of return earned thereon have power to invest, realise such investment and/or reinvest any amounts paid by way of Margin in any investment, security, currency or deposit it thinks fit; and whether or not by leaving the same on deposit with any Clearing House. The limitations on the type of or method of investment
contained in the Trustee Ordinance (Chapter 29) shall not apply. The Broker shall not be liable to account to the Client for any interest or other profit earned or derived from or accrued to any such sums.
8.5 All sums payable by the Client in connection with this Agreement shall be exclusive of all Taxation. If any Taxation is required by law to be withheld from such payments, the amount payable by the Client shall be increased to the extent necessary to ensure that, after the making of any withholding, the Broker receives on the due date a net sum equal to what it would have received and retained had no deduction been made.
8.6 All monies paid to the Broker whether on deposit or however described shall not be entitled to earn interest from the Broker and any debit balances on the Account shall be charged with interest at such rate as may be notified from time to time to the Client or failing such notification, at a rate per annum not exceeding 5% above the higher from time to time of either the Hong Kong dollar prime rate quoted from time to time by The Hong Kong and Shanghai Banking Corporation Limited or such other bank in Hong Kong as the Broker may select, or the cost of funding of the Broker (as determined and certified by the Broker).
8.7 All monies, securities and other property received by the Broker from the Client or from any other person (including the Clearing House) for the account of the Client shall be held by the Broker as trustee and segregated from the Broker’s own assets, and such monies, securities and other property so held by the Broker shall not form part of the assets of the Broker for insolvency or winding up purposes but shall be returned to the Client promptly upon the appointment of a provisional liquidator, liquidator or similar officer over all or part of the Broker’s business or assets.
8.8 Any monies, approved debt securities or approved securities received by the Broker from the Client or from any other person (including the Clearing House) shall be held in the manner specified under paragraphs 7 to 12 of Schedule 4 to the Code of Conduct and the Client authorizes the Broker to apply such monies, approved debt securities or approved securities in the manner specified under paragraphs 14 to 15 of Schedule 4 to the Code of Conduct. In particular, the Broker may apply such monies, approved debt securities or approved securities in or towards meeting the Broker’s obligations to any party insofar as such obligations arise in connection with or incidental to Futures and/or Option Contracts transacted on the Client’s behalf.
8.9 The Client acknowledges that in respect of any account of the Broker maintained with the Clearing House, whether or not such account is maintained wholly or partly in respect of Futures Contracts or Option Contracts transacted on behalf of the Client and whether or not monies, approved debt securities or approved securities paid or deposited by the Client has been paid to or deposited with the Clearing House, as between the Broker and the Clearing House, the Broker deals as principal and accordingly no such account is impressed with any trust or other equitable interest in favour of the Client and monies, approved debt securities or approved securities paid to or deposited with the Clearing House are thereby freed from the trust referred to in Clause 8.7.
- 香港期货交易条款及细则翻译模板 02-09