香港期货交易条款及细则翻译模板 (中英文 第2部分)
日期：2018-02-09 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司
9. Default 违约
9.1 The following shall constitute Events of Default: 以下事项将构成违约事件：
i) if, in respect of any Client Contract, the Client shall fail: 如就任何客户合约，客户未能：
(a) to provide Margin when called upon to do so; or 在要求下提供保证金;或
(b) to make or take delivery of any Asset when required under such contract; or
(c) to pay any purchase price or other payment thereunder when due;
ii) the death of the Client (being an individual); 客户(如为个人)去世;
iii) the filing of a petition in bankruptcy or, as the case may be, winding up or the commencement of other analogous proceedings, or the appointment of a receiver, in respect of the Client;
iv) the levying of an attachment against the Account; 向账户以扣押方式征取;
v) default by the Client in the due performance or observance of any of the terms and conditions of this Agreement;
vi) any representation or warranty made in or in pursuance of this Agreement or in any certificate, statement or other document delivered to the Broker being or becoming incorrect in any material respect;
vii) any of the consents, authorizations, approvals, licences, or board resolutions required from the Client to enter into this Agreement or any Client Contract being modified in a manner unacceptable to the Broker or being wholly or partly revoked, withdrawn, suspended or terminated or expiring and not being renewed or otherwise failing to remain in full force and effect;
viii) the Client being in breach, voluntarily or otherwise, of any of the conditions contained in this Agreement or of the by-laws, rules and regulations of any Exchange or Clearing House; and
ix) the occurrence of any event which, in the Broker’s sole discretion, the Broker feels shall or might put in jeopardy the Broker’s rights or remedies under this Agreement.
9.2 Without prejudice to any other right or remedy which the Broker may have, if any Event of Default shall occur, the Broker shall be authorized, in its absolute discretion, to take one or more of the following actions but shall not be bound to take any such action:
i) satisfy any obligation or liability the Client may have to the Broker out of any Charged Securities either alone or jointly with others and any other collateral security deposited with the Broker;
ii) sell any or all Client Contracts or Assets held or carried for the Client or purchase any or all Client Contracts or Assets held or carried as a short position for the Client;
iii) cancel any or all outstanding orders or contracts or any other commitments made on behalf of the Client;
iv) call upon any security including but not limited to any guarantees and letters of credit which may have been issued to or in favour of the Broker as security for the Account;
v) combine, consolidate and liquidate all accounts of the Client;
vi) close out without recourse any or all Client Contracts and any corresponding Contracts;
vii) borrow or buy in any property whatsoever found necessary by the Broker or required to make delivery against any sale (including a short sale) effected for the Client;
viii) exercise any rights granted by Clause 10 or 11 of this Agreement; and/or
ix) terminate this Agreement forthwith. 实时终止本合约。
PROVIDED ALWAYS THAT a prior tender, demand for original or additional Margin or call of any kind from the Broker, or prior or outstanding demand or call from the Broker, or notice of the time and place of a sale or purchase shall not be considered a waiver of any of the Broker’s rights granted by this Agreement.
9.3 After deducting all costs and expenses incurred in connection with taking any action referred to in Clause 9.2, the Broker may apply any remaining proceeds to the payment of any liabilities the Client may have to the Broker; and in the event such proceeds are insufficient for the payment of liabilities, the Client shall promptly upon demand and notwithstanding that the time originally stipulated for settlement may not then have arrived pay to the Broker and indemnify and hold the Broker harmless against any differences or deficiencies arising there from or in the Account or any Client Contract, together with interest thereon and all professional costs (including solicitor’s and counsel’s fees should the Broker in its absolute discretion refers the matter to legal advisers) and/or expenses incurred by the Broker in connection with the enforcement of each Client Contract which shall be for the account of the Client and properly deductible by the Broker from any funds of the Client in its possession.
10. Set Off 抵销
10.1 In the event that the Client has more than one existing Account (of any nature whatsoever and whether in single or joint names), the Broker may at any time, and without notice to the Client, combine or consolidate all or any of them and set-off or transfer any sum or sums standing to the credit of any one or more of them in or towards satisfaction of any of the liabilities to the Broker of the Client on any Account or in any respect, including liabilities under facilities or accommodation for any unexpired fixed term or in respect of foreign exchange dealings or under guarantees or indemnities or any other instruments whatsoever given or assumed by the Broker at
the Client’s request, whether such liabilities be present or future, actual or contingent, primary or collateral and joint or several.
10.2 Where any such set-off or combination requires the conversion of one currency into another, such conversion shall be calculated at the rate of exchange (as determined by the Broker and binding in all respects upon the Client) utilised by the Broker in the Broker’s normal course of business for such currencies at the time of the combination or set-off.
10.3 Without prejudice to the general right of set-off conferred upon the Broker by the foregoing sub-clauses, the Client expressly agrees that in any one or more of the following events, that is to say:
i) if any attempt shall be made by the Client, without the Broker’s express prior written consent and approval, to assign, and/or charge, and/or otherwise alienate all or part of any sum or sums standing to the credit of any one or more of such accounts as aforesaid; or
ii) the commencement of the Client’s bankruptcy / winding up or analogous proceedings; or
iii) an encumbrancer taking possession of, or a receiver being appointed over, the whole or any part of the Client’s undertaking, property or assets, or
iv) any event shall occur which, in the Broker’s sole discretion, the Broker feels shall or might put in jeopardy the Broker’s rights or remedies under this Agreement,
then immediately and without demand or notice to the Client or upon the occurrence of any other Event of Default referred to in Clause 9.1, all of the Client’s then existing Accounts shall automatically and forthwith be deemed consolidated together as one and shall (together with all of the Client’s liabilities above referred to) be deemed (if applicable) to mature and in all cases become due and payable, and all sums standing to the credit of any such Accounts shall automatically and forthwith on the occurrence of such event be set-off and shall be deemed to have been transferred by the Broker in satisfaction of all such of the Client’s liabilities to the Broker as aforesaid or in any other respect.
10.4 Nothing in this Agreement shall restrict the operation of any general lien or other rights or lien whatsoever which the Broker may have, whether by law or otherwise, and the rights of set-off conferred by this Agreement are in addition and without prejudice to any general right of set-off arising by law or rights granted to the Broker by Clauses 9, 10 or 11 or any lien, guarantee, bill, note, mortgage or other security now or hereafter held by the Broker.
11. Security 保证
11.1 The Client as beneficial owner and as continuing security for all its liabilities and obligations under this Agreement charges in favour of the Broker, free of all adverse interest whatsoever:
(i) by way of first fixed equitable charge all Deposited Securities; and
(ii) by way of first fixed legal charge all Transferred Securities.
11.2 The Client shall, upon request by the Broker, forthwith execute all such transfers and other documents as may be necessary to enable the Broker or its nominee to be registered as the owner of, or otherwise obtain a legal title to, Deposited Securities.
11.3 The Broker shall hold all Charged Securities for the purposes of this Agreement and may, without prior notice, free of any interest of the Client therein:
i) deposit, charge or pledge the same with or to the order of any Exchange, Clearing House or Dealer and on terms that such Exchange, Clearing House or Dealer may enforce such deposit, charge or pledge in satisfaction of all or any obligations of the Broker to such Exchange, Clearing House or Dealer; and
ii) register, sell, realise, charge or borrow against the same upon such terms (including as to the consideration received therefor) as it may in its absolute discretion think fit (without being responsible for any loss or diminution in price) and any consideration received therefor shall be treated as Margin payable by the Client.
If Charged Securities are denominated in a different currency from that in which any relevant cost, damages, loss, liability or expense is denominated, the Broker may convert such amount at its current buying rate for such currency at the relevant time.
11.4 Any Charged Securities may be commingled with the securities, foreign exchange contracts, commodities contracts, futures contracts or option contracts or other property of the Broker’s other customers without retaining in the Broker’s possession or control a like amount of securities, foreign exchange contracts, commodities contracts, futures contracts or option contracts or other property.
11.5 Pending the application of Charged Securities pursuant to Clause 11.3, the Broker shall account to the Client for all amounts in respect of dividends, interest or other moneys in the nature of income received by the Broker in respect of such Charged Securities net of any Taxation payable by the Broker (whether by withholding or otherwise) in respect of such income.
11.6 The Client undertakes not to create or have outstanding any security interest whatsoever on or over any of the Charged Securities (except for the security created by this Agreement).
11.7 Subject to the Broker being satisfied that all costs, damages, losses, liabilities and expenses payable by the Client in connection with this Agreement have been satisfied, discharged or otherwise released, the Broker may re-transfer or, as the case may be redeliver any certificates or documents of title relating to, any relevant Charged Securities to the Client at any time and shall do so upon request.
12. No Assignment and Succession 不可转让及继任
12.1 The Client may not assign any rights or obligations under this Agreement or any Client Contract.
12.2 All the provisions of this Agreement shall survive any changes or successions in the Broker’s business and shall be binding, where the Client is a corporation upon its successors, where the Client is a partnership upon the partners and their personal representatives, and where the Client is an individual upon his personal representatives.
13. No Waiver 不放弃权利
The Client acknowledges that no act, omission to act or forbearance by the Broker or any of its employees, servants or agents shall be, or be deemed to be, a waiver by the Broker of any rights against the Client or against Margin, Charged Securities or any other assets of the Client on hand with the Broker.
14. Charges 收费
14.1 The Broker shall be entitled to deduct commission in respect of all Transactions carried out by the Broker for or on behalf of the Client under this Agreement at such rate as shall be notified to the Client from time to time
14.2 The Client agrees to the imposition upon the Account from time to time as the Broker may determine, of a minimum charge in the event that the Account maintains only average credit balances of less than such minimum amount as the Broker may from time to time determine in any time period from time to time specified by the Broker or the Account shall remain dormant for such period of time as the Broker shall determine from time to time. The Broker shall be entitled to debit Charges and all other fees payable by the Client to any account of the Client with the Broker or any other Broker's Group Company at any time. Without prejudice to any other right of
the Broker, if the Client has insufficient funds in the Account to cover Charges and all other fees payable by the Client, the Broker shall be entitled to terminate or suspend the Account or the whole or part of the services provided by the Broker without prior notice to the Client.
14.3 All bank charges shall be for the account of the Client.
15. Liability and Indemnity 责任与弥偿
15.1 In the absence of bad faith or wilful default of or by the Broker, the Broker shall not under any circumstances whatsoever be liable to the Client in respect of any loss, damage, injury sustained or liability incurred by the Client by reason of any act, advice, statement (express or implied), default or omission of the Broker or its employees, agents or representatives, whether such loss, damage, injury or liability is caused by breach or otherwise by the Broker or its directors, employees, agents or representatives or howsoever caused.
15.2 The Client agrees to indemnify the Broker and the Broker’s directors, employees, agents and representatives against and hold the Broker and them harmless from all expenses, liabilities, claims and demands arising out of or in connection with any breach or default by the Client of its obligations under this Agreement, including any reasonable costs (e.g., legal costs and collection agency fees) incurred by the Broker in recovering any debts due to the Broker or in connection with the Account.
16. Warranties and Undertakings 保证与承诺
16.1 The Client represents and warrants that客户作出如下陈述及保证：-
(a) where the Client or any one of them is a body corporate (in respect of such person):
(i) that it is a corporation duly organised and validly exists under the laws of the country of its incorporation and in every other country where it is carrying out business;
(ii) that the entry of this Agreement has been validly authorized by the appropriate corporate action of the Client and the terms and conditions of this Agreement constitute valid and binding obligations on the Client in accordance with the terms in this Agreement;
(iii) that the certified true copies of the Client’s certificate of incorporation or registration, charter, statute or memorandum and articles or other instruments constituting or defining its constitution and the board resolutions of the Client delivered to the Broker are true and accurate and still in force; and
(iv) that no steps have been taken or are being taken to appoint a receiver and/or manager or liquidator over the assets of, or to wind up, the Client;
(b) where the Client or any one of them is an individual that the Client is legally capable of validly entering into and performing this Agreement and that he or she has attained the age of 18 years and is of sound mind and legal competence and is not a bankrupt;
(c) where there are two or more persons included in the expression “the Client”:
(i) that the liability of each such person shall be joint and several;
(ii) that any one of them shall have full authority to give any instructions with respect to the Account or any Client Contract including but not limited to instructions with respect to buying or selling or withdrawals of excess funds; to receive demands, notices, confirmations, reports, statements and other communications of any kind it being understood and agreed that such demands, notices, confirmations, reports, statements and other communications if addressed to the Client shall be binding on each of them notwithstanding that they have not been sent to or received by every one of them; and generally to deal with the Broker in connection with this Agreement as fully and completely as if the other joint account holder or holders had no interest in this Agreement;
(iii) that the Broker shall be under no duty or obligation to inquire into the purpose or propriety of any instruction given and shall be under no obligation to see the application of any funds delivered by the Client in respect of the Account; and
(iv) that notwithstanding any other arrangements which may have been made between them the rule of survivorship shall apply to the joint account and upon the death of any one of them, the moneys, securities and other property whatsoever for the time being standing to the credit of the joint account and anything held by the Broker whether by way of security or for sale, custody or collection or any other purpose whatsoever shall be held to the order of the survivor(s) of them;
(d) where the Client is a partnership and business is carried out under a firm’s name: that this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in the partnership or constitution of the firm by the introduction of a new partner or by the death, insanity or bankruptcy or a retirement of any partner for the time being carrying out the business of or constituting the firm or otherwise;
(e) as regards all Clients 就所有客户：
(i) the information given by the Client, or on the Client’s behalf, to the Broker in connection with the opening of the Account with the Broker is full and complete and the Broker shall be entitled to rely on such information until the Broker receives written notice from the Client of any changes thereto;
(ii) the Client has the authority and capacity to enter into and execute this Agreement and any Client Contract and that, save as disclosed in writing to the Broker, no one except the Client has an interest in the Account;
(iii) that, save as disclosed in writing by the Client to the Broker, the Client is trading on its own account and does not do so as nominee or trustee for any other person and there exists no arrangements whereby any person other than the Client has or will have any beneficial interest in this Agreement or any Contract or Client Contract made pursuant to this Agreement; and
(iv) that, save as disclosed in writing by the Client to the Broker, the Account is not an Omnibus Account (as such is defined by the HKFE Rules).
The Client undertakes to inform the Broker of any change to the information referred to in Clause 16.1(e)(i) as soon as possible.
16.2 Without prejudice to Clause 2.1, if the Client effects transactions for the account of its clients, whether on a discretionary or non-discretionary basis, and whether as agent or by entering into matching transaction as principal with any clients of the Client, the Client agrees that, in relation to a transaction where the Broker has received an enquiry from any Exchange, regulatory authority or government body of Hong Kong (“Hong Kong Regulators”), the following provisions shall apply:
(a) Subject to as provided below, the Client shall, immediately upon request by the Broker (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the client for whose account the transaction is effected and (so far as known to the Client) of the person with the ultimate beneficial interest in the transaction. The Client shall also inform the Hong Kong Regulators of the identity, address, occupation and contact details of any third party (if different from the client/the ultimate beneficiary) originating the transaction.
(b) If the Client effects the transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, immediately upon request by the Broker (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who, on behalf of the scheme, account or trust, has instructed the Client to effect the transaction.
(c) If the Client effects the transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, as soon as practicable, inform the Broker when its discretion to invest on behalf of the scheme, account or trust has been overridden. In the case where the Client’s investment discretion has been overridden, the Client shall immediately upon request by the Broker (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who has or have given the instruction.
(d) If the Client is a collective investment scheme, discretionary account or discretionary trust and in respect of a particular transaction, the discretion of the Client or its officers or employees has been overridden, the Client shall, as soon as practicable, inform the Broker when its discretion to invest on behalf of the beneficiary(ies) of such scheme, account or trust has been overridden. In case where the Client’s investment discretion has been overridden, the Client shall, immediately upon request by the Broker (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who has or have given the instruction in relation to the relevant transaction.
(e) If the Client is aware that its client is acting as intermediary for its underlying client(s), and the Client does not know the identity, address, occupation and contact details of the underlying client(s) for whom the transaction is effected, the Client confirms that:
(i) the Client has legally binding arrangements in place with its client which entitle the Client to obtain the information set out in Clause 16.2 from its client immediately upon request or procure that it be so obtained; and
(ii) the Client will, upon request from the Broker in relation to a transaction, promptly request the information set out in Clause 16.2 from its client on whose instructions the transaction is effected, and provide the information to the Hong Kong Regulators as soon as it is received from its client or procure that it be so provided.
(f) Without affecting the generality of this Agreement, Clause 16.2 shall continue in effect notwithstanding the termination of this Agreement.
17. Currency Transactions 货币交易
In the event that the Client directs the Broker to enter into any contract on an Exchange on which Transactions are effected in a foreign currency:
i) any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for the Client’s account and risk;
ii) margin shall be recorded in such currency or currencies, in such amounts as the Broker may in the Broker’s sole discretion elect;
iii) the Broker is authorized to convert funds in the Account into and from foreign currency at a rate of exchange determined by the Broker in the Broker’s sole discretion on the basis of the prevailing money market rates; and
iv) the Broker may further charge the Client a conversion charge of no more than 1% of the amount converted.
18. Time of Essence 时间要素
18.1 Time is of the essence as regards every obligation of the Client but no delay or omission by the Broker to exercise any right, power or remedy shall impair such right, power or remedy, or be construed as a waiver of, or as an acquiescence in, any default. If the Broker on any occasion agrees to waive any such right, power or remedy, such waiver shall not in any way preclude any further exercise thereof or the exercise of any other right, power or remedy. Any waiver by the Broker of any provision of this Agreement and any consent or approval given by the Broker, shall only be effective if given in writing, specifically refers to this clause and even then only for the purpose and upon the terms for which expressly specified.
18.2 In the event that any document sent or dispatched by the Client to the Broker in connection with the Account or any order made by the Client or any Client Contract or Contract made on the Account is for any reason undated the time and date as shown on the Broker’s time-chop as imprinted on such document at the time of its receipt by the Broker shall be conclusive evidence of the time and date of the said document and the Broker is empowered on the Client’s behalf to insert such time or date on such document accordingly.
19. Negative Pledge 质押
The Client agrees (unless with the Broker's prior written consent) not to, and not to purport to, sell, grant an option over or otherwise deal in any way with or create or allow to subsist a charge, pledge or other encumbrance over the Account or anything in it other than pursuant to the terms of this Agreement.
20. Suspension and Termination 暂止及终止
20.1 The Broker reserves the right at any time and from time to time, without having to give any reason or explanation, to suspend the operation of the Account and/or any services to the Client under this Agreement. Notwithstanding anything herein to the contrary, the Broker may at any time, in its absolute discretion terminate forthwith the Client’s right to access the Electronic Trading Service or any portion of it without notice, and without any obligation to give any reasons therefore or for any reason whatsoever, including but not limited to any unauthorized use of the Access Code or breach of any terms and conditions of this Agreement in any manner whatsoever whether by the Client or by any other persons(s) whomsoever or in respect of Futures and Options Business executed in accordance with the Rules, as a result of or in compliance with the action taken or order by the Commission; or for the purpose of complying with any applicable laws, rules or regulations.
20.2 In the event of such termination by the Broker, the Broker shall not be liable to the Client for any claims, losses or anticipated profit which may be suffered by the Client arising out of, pursuant to or connected with such termination.
20.3 Termination of the Agreement shall be without prejudice to the accrued rights of the parties, and any obligations of the parties contained in any provision hereof which may already have arisen prior to the termination.
20.4 The rights and obligations of the Client and the Broker in respect of the Account may be terminated by at least seven (7) business days’ written notice given at any time by the Client to the Broker (or vice versa) without prejudice to any rights, powers or duties of the Broker or the Client in connection with the Account prior to receipt of such notice, and such rights, powers and duties will subsist under the terms of this Agreement until they are discharged in full.
21. Further Assurance 进一步保证
The Client undertakes with the Broker to do and execute any act, deed, document or thing which the Broker may require the Client to do in connection with the implementation, execution and enforcement of any of the terms and any rights conferred by this Agreement. The Client irrevocably authorizes the Broker to do and execute all such acts, deeds, documents or things on behalf of the Client as the Broker considers necessary or desirable in connection with such implementation, execution and enforcement and agrees to ratify or confirm all such acts, deeds, documents or things so done by the Broker acting lawfully and in good faith.
22. Compliance with Laws 遵守法律
The Client shall not instruct the Broker to do anything which is a breach of, or would or is likely to involve a breach of, the Ordinances, the HKFE Rules, the Rules of the Clearing House or any other law, rule or regulation in force and/or applicable to the conduct of the business of dealing in Futures Contracts or Option Contracts (whether or not having the force of law) or any act which,
in the sole opinion of the Broker would be adverse to the Broker’s lawful interest or its rights under this Agreement.
23. Communications 通知
23.1 All notices, demands, statements and any other communications and documents (collectively “Communication”) required or permitted to be given to the Client may be sent by hand, post, facsimile, telephone or electronic mail to the address for communication specified in the Client Information Form or as notified to the Broker from time to time. All Communication shall be deemed to have been received by the Client (i) 48 hours after posting domestically if sent by post and (ii) at the time of transmission from the Broker if delivered by facsimile, telephone or electronic mail and no such Communication needs to be signed on behalf of the Broker. Every transaction indicated or referred to in communication given by the Broker shall be deemed as conclusive and ratified and confirmed by the Client unless Broker receives from Client written notice to the contrary in the manner as aforementioned, within seven (7) business days from the time communication is given. The Broker shall in no circumstances be held responsible for delays or failure in transmission of instruction due to breakdown of communication facilities or for any other matter beyond reasonable control of the Broker.
23.2 The Broker shall be entitled to assume, without further investigation or enquiry, that any Communication which on the face of it appears to have been forwarded by either the Client or its agent, has in fact been sent by either the Client or its agent, as the case may be. The facsimile copy of any Communication shall have the same force as the original.
23.3 The Client confirms and agrees that the information contained in the “Client Information Form” or otherwise supplied by or on behalf of the Client to the Broker in connection with the opening an account is complete, true and correct and will inform the Broker of any material changes to such information as soon as possible. The Broker is entitled to rely on such information until written notice from the Client of any changes therein has been received.
23.4 The Broker will notify the Client of any material changes: (i) the name and address of the business of the Broker; (ii) the licensing status of the Broker with the SFC and the Broker’s CE number; (iii) the description of the nature of services provided by the Broker; (iv) the description of the remuneration payable to the Broker and the basis for such payment; (v) the details of margin requirements, interest charges, margin calls, and the circumstances under which the Client’s position may be closed without the Client’s consent.
24. Translation 翻译
This Agreement may be translated into any other language but, in the event of any conflict, the English version shall apply and prevail.
25. Payment to Client 予客户的付款
The Broker is authorized and entitled to credit any payment due to the Client pursuant to this Agreement:
i) to the Account; 记帐入账户;
ii) by sending a cheque made out to the Client for such payment by mail at the risk of the Client to the Client's last known address; and/or
iii) by depositing a cheque into or transferring payment to, a bank account and/or payee specified in the Client Information Form by the Client (subject to changes duly notified in writing to the Broker).
and by so doing the Broker shall be fully discharged from its obligations to make any payment to the Client.
26. Governing Law, Jurisdiction and Service of Legal Documents
26.1 This Agreement and all rights, obligations and liabilities arising shall be governed by and construed in accordance with the laws of Hong Kong.
26.2 The Client submits to the non-exclusive jurisdiction of the courts of Hong Kong in relation to all matters arising out of or in connection with this Agreement.
26.3 Without prejudice to Clause 26.2, if any dispute of any kind whatsoever shall arise between the parties to this Agreement then the Broker may, instead of court proceedings, require such dispute to be referred to arbitration in accordance with the provisions of the Arbitration Ordinance (Chapter 341) or any statutory modifications thereof then in force and any such reference shall be a submission to domestic arbitration within the meaning of the Arbitration Ordinance.
26.4 Without prejudice to Clause 23 above, any documents (including but not limited to writs, summonses, orders, pleadings, petitions and demands) may be served on the Client by leaving at or posting such documents to the last known address of the Client - such service is agreed to be valid service on the Client, whether or not the document(s) concerned is actually received by the Client or comes to the Client’s notice, and the time of service will be the time at which the document(s) is left at the said address or in the case of service by post, 48 hours after posting to that address irrespective of whether the Client’s address is in Hong Kong or not.
27. Limitation of Liability, Indemnity and Ratification 法律责任范围、弥偿保证和追认规定
27.1 The Broker makes no representation or warranty of any kind, express, implied or statutory regarding the Electronic Trading Service or the information or materials contained or referred to in iTrader or otherwise provided via the Electronic Trading Service. To the fullest extent permitted by law, the Broker hereby expressly excludes and disclaims any condition, representation, warranty or responsibility of any kind relating to the Electronic Trading Service and/or such information and materials, whether express or implied, by statute or otherwise, including without limitation any such condition, representation, warranty or responsibility regarding the title, fitness for a particular purpose, merchantability or standard of quality of the Electronic Trading Service and/or such information and materials, that they will be accurate or free of errors or omissions, that they will not infringe any third party rights, that they will be available and uninterrupted at any particular time, free of computer viruses, trojan horses, worms, software bombs or similar items or processes arising from the Client’s use of the Electronic Trading Service, adhere to any particular performance standards or that any instruction to or information requested via the Electronic Trading Service will be acted upon, delivered to or received by the Client in any time or
述、保证或责任(不论是明示或默示的，根据法规或其它规定的)，包括(但不限于)有关下列各项的任何条件、陈述、保证或责任：有关电子交易服务及/或上述数据及信息的所有权、就某特定用途的适用性、可商售性或质量标准;其将是准确或没有错误或遗漏;其将不会侵犯任何第三方权利;其可在任何特定时间不受干扰地提供使用;其不会因客户使用电子交易服务而产生任何计算机病毒、特洛依木马程序 (trojan horses)、蠕虫程序、软件炸弹或类似项目或进程;其符合任何特定的性能标准;或者透过电子交易服务发出的任何指示或要求的资料将于任何时候得到遵照办理、交付予客户或由客户收到。
27.2 The information and materials provided via the Electronic Trading Service is provided for information only and should not be used as a basis for making business decisions. Any advice or information provided via the Electronic Trading Service should not be relied upon without consulting primary sources of information and obtaining specific professional advice. The Broker accepts no liability for any loss or damage arising directly or indirectly from action taken, or not taken, in reliance on information or materials provided via the Electronic Trading Service. In particular, no warranty is given that economic reporting information, materials or data is accurate,
reliable or up to date.
27.3 To the fullest extent permitted by law, the Broker shall not be liable for any loss or damage arising directly or indirectly (including special, incidental or consequential loss or damage) from the Client’s use of the Electronic Trading Service including any loss, damage or expense arising from, but not limited to, any defect, error, fault, mistake or inaccuracy with information provided via the Electronic Trading Service, or due to any unavailability of the Electronic Trading Service or any contents therein where such loss or damage is caused by the Client’s negligence; by the Client’s failure to comply with this Agreement; or by any reason or circumstance beyond the Broker’s control.
27.4 The Broker does not guarantee that any communications from or via the Electronic Trading Service and/or via other means will be sent to the Client or received by the Broker nor does the Broker warrant the privacy and/or security of such communications during transmission.
27.5 The Client acknowledges that there are risks inherent in using the Electronic Trading Service but agrees that the benefits justify these risks and the Client waives any claim the Client might have against the Broker because of:
i) any failure of systems or equipment (whether or not provided by the Broker) including telecommunications services and facilities or any computer virus or similar problems;
ii) the Broker’s acceptance of any unauthorized instructions which appear (or which the Broker reasonably believes) to be from the Client;
iii) delays in the implementation of Instructions to the extent that such was outside the Broker’s control;
iv) delays in delivery or availability of, or failure to deliver or make available, or any interruption or unauthorized access of, any part of the Electronic Trading Service to the extent that such was outside the Broker’s control;
v) delays in despatch or delivery of, or failure to despatch or deliver, or unauthorized interception, corruption or loss of, any notice or information provided or requested via the Electronic Trading Service or any inaccuracy, error or omission in or from any such notice or in or from any information contained in any such notice to the extent that such was outside the Broker’s control;
vi) the Client’s failure to use the Electronic Trading Service in accordance with this Agreement or any relevant agreement between the Broker and the Client;
vii) the Client’s reliance, use or otherwise acting upon any information or materials provided via the Electronic Trading Service.
27.6 The Broker shall not be liable for any loss incurred by the Client, directly or indirectly, with respect to the Account or trading in Futures and Options due to government restriction, suspension of trading, wars, strikes or any other event beyond the control of the Broker.
28. General 一般规定
28.1 These terms and conditions and the Circular to Clients relating to the Personal Data (Privacy) Ordinance issued by the Broker may be amended, supplemented or revised by the service of a notice in writing to the Client by the Broker and such amendment, supplement or revision shall be applicable as from the date specified in such notice.
28.2 If the Broker fails to meet its obligations to Client pursuant to this Agreement, Client shall have a right to claim under the Investor Compensation Fund established under the Securities and Futures Ordinance, subject to the terms of the Investor Compensation Fund from time to time.
28.3 To the extent permitted by law, the Broker may from time to time amend any of the terms and conditions of this Agreement without prior notice to or approval from the Client and such amendments shall come into effect immediately upon Client’s deemed receipt of the Broker’s notice. The Client acknowledges and agrees that if Client does not accept any amendments as notified by the Broker from time to time, the Client shall have the option to terminate this Agreement by giving written notice to the Broker. Unless otherwise stated, an amendment to any provision of this Agreement shall not affect the other provisions of this Agreement.
28.4 The headings for each provision, clause or term of this Agreement are merely descriptive and shall not be deemed to modify or qualify any of the rights or obligations set forth in each of such provision, clause or term.
28.5 The Client may not assign, transfer or amend this Agreement or otherwise dispose of rights or obligations hereunder without the prior written consent of the Broker. The Broker may assign, transfer or otherwise dispose of all or any of its rights or obligations to any other person as it thinks fit. All the provisions of this Agreement and all instructions given to the Broker under this Agreement shall survive any changes or successions in the Broker’s business and shall be binding upon the Client’s successors and permitted assigns.
28.6 Each of the provisions of this Agreement is severable and distinct from the other and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way.
28.7 Client confirms that Client have read and agrees to the terms of this Agreement, which have been explained to Client in a language that Client understands.
28.8 In the event of any difference in interpretation or meaning between the Chinese and English version of this Agreement, Client agrees that the English version shall prevail.
28.9 The rights, powers, remedies and privileges in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
28.10 This Agreement is governed by, and may be enforced in accordance with the laws of Hong Kong.
HSI and Sub-index Futures Disclaimer 免责声明 - 恒生指数及分类指数期货
"HSI Services Limited ("HSI") currently publishes, compiles and computes a number of stock indices and may publish, compile and compute such additional stock indices at the request of Hang Seng Data Services Limited ("HSDS") from time to time (collectively, the "Hang Seng Indices"). The marks, names and processes of compilation and computation of the respective Hang Seng Indices are the exclusive property of and proprietary to HSDS> HSI has granted to the Exchange by way of licence the use of the Hang Seng Index and the four Sub-indices of the Hang Seng Index, the Hang Seng China-Affiliated Corporations Index and the Hang Seng China Enterprises Index solely for the purposes of and in connection with the creation, marketing and trading of futures contracts based on such indices respectively and may from time to time grant to the Exchange corresponding use of any other Hang Seng Indices for the purposes of and in connection with futures contracts based on such other Hang Seng Indices (collectively, "Futures Contracts"). The process and basis, of compilation and computation of any of the Hang Seng Indices and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI without notice and the Exchange may at any tie require that trading in and settlement of such of the Futures Contracts as the Exchange may designate be conducted by reference to an alternative index or alternative indices to be calculated. Neither the Exchange nor HSDS nor HSI warrants or represents or guarantees to any Member of any third party the accuracy or completeness of the Hang Seng Indices or any of them and the compilation and computation thereof or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to the Hang Seng Indices or any of them is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Exchange, HSDS or HSI in respect of the use of the Hang Seng Indices or any of them for the purposes of and in connection with the Futures Contracts or any of the and/or dealings therein, or for any inaccuracies, omissions, mistakes, errors, delays, interruptions, suspension. changes or failures (including but not limited to those resulting from negligence) of HSI in the compilation and computation of the Hang Seng Indices or any of them or for any economic or other losses which may be directly or indirectly sustained as a result thereof by any Member or any third party dealing with the Futures Contracts or any of them. No claims, actions or legal proceedings may be brought by any Member or any third party against the Exchange and/or HSDS and/or HSI in connection with or arising out of matters referred to in this disclaimer. Any Member or any third party deals in the Futures Contracts or any of them in full knowledge of this disclaimer and can place no reliance whatsoever on the Exchange, HSDS and/or HSI."
恒生指数及恒生指数之四种分类指数，即恒生金融分类指数、恒生公用分类指数、恒生地产分类指数及恒生工商分类指数 (合称「恒生分类指数」)、其各自之标记、名称及编制及计算方法为恒生数据服务有限公司之独家财产及专利品，并由恒指服务有限公司刊印、编制及计算。恒指服务有限公司经已以许可证之形式，允许香港联交所使用恒生指数及恒生分类指数，纯粹分别用作设立、推广及买卖以恒生指数及恒生分类指数为基准之期货合约 (合称「期货合约」) 之基准。编制及计算恒生指数及恒生分类指数之程序及基准及任何有关公式或各项公式、成份股及系数可在无须通知之情况下由恒指服务有限公司不时作出变动或更改，而香港期交所可不时要求香港期交所可能指定之该等期货合约之买卖及结算参考一项或多项将会计算之替代指数进行。香港期交所或恒生数据服务有限公司或恒指服务有限公司概无就恒生指数及 / 或任何恒生分类指数及其编制及计算或其任何有关资料之正确性或完整性而给予任何交易所参与者或任何第三者保证或声明或担保，亦无就有关恒生指数及/ 或任何恒生分类指数给予或暗示任何该等保证或声明或任何类别之担保。此外，香港期交所、恒生数据服务有限公司或恒指服务有限公司亦不会就有关期货合约及 / 或买卖期货合约而使用恒生指数及 / 或任何恒生分类指数，或恒指服务有限公司编制及计算恒生指数及 / 或任何恒生分类指数之任何不正确、遗漏、错误、出错、延误、中断、暂停、变动或故障 (包括但不限于由于疏忽所引致之事宜) 或任何交易所参与者或任何第三者买卖期货合约而直接或间接导致之任何经济或其它损失承担任何责任或债务。任何交易所参与者或任何第三者概不得就本免责声明所述所产生之事宜向香港期交所及/或恒生数据服务有限公司及/或恒指服务有限公司提出索偿、法律行动或法律诉讼。任何买卖期货合约之交易所参与者或任何第三者均完全明了本免责声明，并不会对香港期交所、恒生数据服务有限公司及/或恒指服务有限公司作任何依赖。
HKFE Disclaimer 香港期交所免责声明
Stock indices and other proprietary products upon which contacts traded on Hong Kong Futures Exchange Limited (the “Exchange”) may be based may from time to time be developed by the Exchange. The HKFE Taiwan Index is the first of such stock indices developed by the Exchange. The HKFE Taiwan Index and-such other indices or proprietary products as may from time to time be developed by the Exchange (“the Exchange Indices”) are the property of the Exchange. The process of compilation and computation of each of the Exchange Indices is and will be the exclusive property of and proprietary to the Exchange. The Process and basis of compilation and computation of the Exchange Indices may at any time be changed or altered by the Exchange without notices and the Exchange may at any time require that trading in and settlement of such futures or options contracts based on any of the Exchange Indices as the Exchange may designate be conducted by reference to an alternative index to be calculated. The Exchange does not warrant or represent or guarantee to any Member or any third party the accuracy or completeness of any of the Exchange Indices or their compilation and computation or any information related thereto and no such warranty or representation or guarantee of any kind whatsoever relating to any of the Exchange Indices is given or may be implied. Further, no responsibility or liability whatsoever is accepted by the Exchange in respect of the use of any of the Exchange Indices or for any inaccuracies, omission, mistakes, errors, delays, interruption, suspensions, changes or failures (including but not limited to those resulting from negligence) of the Exchange or any other person or persons appointed by Exchange to compile and compute any of the Exchange Indices in the compilation and computation of any of the Exchange Indices or for any economic or other losses which may be directly or indirectly sustained as a result thereof by any Member or any third party dealing with futures or options contracts based on any of the Exchange Indices. No claims, actions or legal proceedings may be brought by any Member or any third party against the Exchange in connection with or arising out of matters referred to in this disclaimer. Any Member or any third party engages in transaction in futures and options contracts based on any of the Exchange Indices in full knowledge of this disclaimer and place no reliance on the Exchange in respect of such transactions.
作为在香港期货交易所有限公司 (「交易所」) 买卖合约基准之股份指数及其它专利产品可由交易所不时发展。香港期交所台湾指数为交易所发展之首个该等股份指数。可由交易所不时发展之香港期交所台湾指数及该等其它指数或专利产品(「交易所指数」)为交易所之财产。编制及计算各交易所指数之程序属及将属交易所之独家财产及专利品。编制及计算交易所指数之程序及基准可在无须通知之情况下由交易所随时作出变动或更改，而交易所亦可随时要求以交易所可能指定之任何交易所指数为基准之该等期货或期权合约在买卖及结算时参考一项将会计算之替代指数。交易所概无就任何交易所指数或其编制及计算或任何有关资料之准确性或完整性而向任何会员或任何第三者作出保证或声明或担保，亦无就与任何交易所指
数相关之任何事宜作出或暗示任何该等保证或声明或任何类别之担保。此外，交易所亦不会就任何交易所指数之使用或交易所或其委任以编制及计算任何交易所指数之任何一名或多名人士在编制及计算任何交易所指数时出现之任何不确、遗漏、错误、出错、延误、中断、暂停、变动或故障 (包括但不限于因疏忽所致之事宜) 或任何会员或任何第三者因买卖以任何交易所指数为基准之期货及期权合约而直接或间接导致之任何经济或其它损失承担任何责任或债务。任何会员或任何第三者概不得就与本免责声明所述有关或因而产生之事宜向交易所提出索偿、法律行动或法律诉讼。任何参与买卖以任何交易所指数为基准之期货及期权合约之会员或任何第三者均完全明了本免责声明，并不会就该等交易而对交易所作任何依赖。
Circular to Clients Relating to Personal Data (Privacy) Ordinance (the “Ordinance”)
1. From time to time, it is necessary for clients to supply the Group with data in connection with the opening or continuation of accounts and the establishment or continuation of credit facilities or provision of securities brokerage and futures trading, nominee and investment advisory service. At the same time, some of the data are collected pursuant to laws, regulations, rules or codes binding on the Broker or any Broker’s Group Company.
2. Failure to supply such data may result in the Broker being unable to open or continue accounts or establish or continue credit facilities or provide securities brokerage and futures trading, nominee and investment advisory services.
3. It is also the case that the data are collected from clients in the ordinary course of the continuation of the business relationship.
4. The purposes for which data relating to a client may be used are as follows:
. the daily operation of the services and credit facilities provided to clients;
. conducting credit checks; 进行信贷检查;
. assisting other financial institutions to conduct credit checks;
. designing financial services or related products for clients’ use;
. marketing financial services or related products; 推广上述的金融服务和相关产品;
. determining the amount of indebtedness owed to or by clients;
. collection of amount outstanding from clients and those providing security for clients’obligation; 向客户或为客户责任提供担保的人士收回亏欠的款项;
. meeting the requirements to make disclosure under the requirements of any laws, regulations, rules, codes binding on the Broker or any Broker’s Group Company; and
. purposes ancillary or relating thereto. 其它附带或相关用途。
5. Data held by the Broker relating to a client will be kept confidential but the Broker may provide such information to the following parties within or outside Hong Kong to the extent permitted by law:
. any agent, contractor or third party service provider who provides administrative, telecommunications, computer, payment or securities clearing, printing or other services to the Broker in connection with the operation of its business;
. any other companies within the Broker’s Group Company, including the parent company;
. any other person under a duty of confidentiality to the Broker including a company of the Broker’s Group Company which has undertaken to keep such information confidential;
. any financial institution with which the client has or proposes to have dealings;
. any actual or proposed assignee of the Broker or participant or sub-participant or transferee of the Broker’s rights in respect of the client;
. any other person when we are compelled to make disclosure under the requirements of any laws binding on the Broker or any of Broker’s Group Company;
. any person with the client’s express or implied consent; and
. any person in the event that the Broker’s interests require disclosure.
6. In the course of performing our duties, the Broker may, as permitted by law, match, compare, transfer or exchange any personal data provided by the client, or hereafter obtained, for these or any other purposes by the Broker, with data held by government bodies, other regulatory authorities, corporations, organizations or individuals in Hong Kong or overseas for the purpose of verifying those data.
7. Under and in accordance with the terms of the Ordinance, any individual:
has the right to check whether the Broker holds data about him/her and the right of access to such data;
. has the right to require the Broker to correct any data relating to him/her which is inaccurate; and有权要求经纪更改有关他/她的不正确数据;及
. has the right to ascertain the Broker’s policies and practices in relation to data and to be informed of the kind of personal data held by the Broker.
8. In accordance with the terms of the Ordinance, the Broker has the right to charge a reasonable fee for the processing of any data access request.
9. The person to whom requests for access to data or correction of data or for information regarding policies and practices and kinds of personal data held are to be addressed is as follows:任何人士如欲查询数据或更正数据或查询有关政策和应用范围以及个人数据的种类等数据，请随时致函︰
- 香港期货交易条款及细则翻译模板 02-08