General terms & conditions

General Terms and Conditions

 

These terms and conditions (the “Terms” or the “Agreement”) together with your completed and signed application form (the “Investment Account Form”) duly accepted by us govern the legal relationship between you (hereinafter, the “Applicant”, the “Investor” or the “Client”) and us, CiliaFormosa Financial Advisors Ltd (hereinafter, “CF”,) a limited liability company registered in Malta with company registration number C92744, and having its registered office at CiliaFormosa, Triq Id-Delu, Mosta, Malta (Tel: +356 2226 0200) in respect of the services CF provides.

CF holds an Investment Firms license issued by the Malta Financial Services Authority (“MFSA”), situated at Notabile Road, Attard, BKR 3000 (Tel: 21 441155) to provide investment services under the Investment Services Act, 1994, Cap. 370, Laws of Malta (the “Act”). In providing these Services CF is bound by the Act, any regulations under the Act and the terms of its Investment Services Licence. CF is a participant in the Investor Compensation Scheme established under the Investor Compensation Scheme Regulations (S.L. 370.09). The Investor Compensation Scheme pays compensation, subject to certain limitations, to eligible consumers in the case of the failure of an authorised investment firm. “Investors”, as defined in the Investor Compensation Scheme Regulations who entrust instruments or money with CF are only entitled to compensation if the Investors satisfy the terms of the Investor Compensation Scheme Regulations.

CF may only provide any of the services and carry out any transaction in relation to any instrument as set out in these Terms to the extent that it is licensed to do so by the MFSA and in which case CF shall be bound to act in accordance with the terms of its Investment Services Licence and any regulations under the Act. Accordingly, some of the services set out in these Terms may not always be available. Further information on the services CF is licensed to provide may be obtained at any time from CF.

In the case of new Clients, these Terms shall become effective as soon as the client signs the Investment Account Form in writing.

In the case of existing Clients who have already completed and signed an application form duly accepted by CF and/or who are bound by previous terms and conditions, these Terms shall replace any preceding agreement or understanding. Existing Clients shall be bound by these Terms unless the Client gives CF written notice of termination within 30 days of receipt of such Terms. CF reserves the right, at its sole and absolute discretion, to request existing Clients to fill in a new Investment Account Form.

 

Purpose

 

These Terms cover reception and transmission of orders, execution of orders, nominee services, investment advice and placing of instruments (as defined in the Investment Services Act, Chapter 370 of the Laws of Malta) (hereinafter “Instrument” or “Instruments”) without a firm commitment basis (hereinafter the “Services”, each a “Service”) offered by CF. These Terms contain important information regarding the way in which CF provides Services to the Client, as well as ascertain the Client’s legal position. CF’s legal relationship with the Client is also governed by the Investment Account Form and CF’s Schedule of Fees and Charges which together with these Terms set out the basis on which CF provides its Services (subject to any amendment, variation or termination in accordance with clause 34 below). As the Investment Account Form forms part of these Terms the Client is advised to retain a copy of it once it has been completed. The Client will also be provided with a copy of the Client’s Investment Account Form and a copy of CF’s most recent Schedule of Fees and Charges upon the Client’s request.

The Client should read these Terms, and any document referred to herein, which is stated to form an integral part hereof very carefully. If there is anything that the Client does not understand, the Client should discuss this issue with an Investment Advisor at once and seek clarification.

 

Client Representations and Warranties

 

The Client hereby warrants that:

1. It is not under any legal disability with respect to, and is not subject to any law or regulation which prevents its performance according to these Terms or any transaction contemplated herein;
2. Where the client is not an individual it must have obtained all necessary consents, is properly empowered and has the authority and corporate or other authority pursuant to its constitutional and organisational documents;
3. Any Instrument and any cash supplied by the Client for any purpose in connection with this Agreement shall, subject to the Terms, be at all times free from any charge, hypothec, pledge, encumbrance or any other security interest whatsoever, and shall be beneficially owned by the Client, (or if the Client is a trustee, the Client shall be the legal owner thereof) and the Client will indemnify CF against all claims or demands made by any person in relation thereto. Further, the Client shall not without CF’s prior written consent, sell, dispose of, deal with, or in any way transfer any rights over the said Instruments. The Client further agrees to ratify and be bound by all transactions undertaken by CF on the Client’s behalf in accordance with these Terms;
4. It is in compliance with all laws to which it is subject, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements; and
5. The information provided by the Client is complete, accurate, and is not misleading in any material respect. In the event that the information is not complete, accurate and is misleading, the Client agrees to indemnify CF, its Directors and its employees against all actions, costs and demands arising from any information provided by the Client by fraud, gross negligence, misrepresentation or wilful default.

By agreeing to these Terms the Client is authorising CF to deduct or withhold any sum, which, in CF’s view, are required or liable to deduct or withhold under the law or practice of any revenue authority in any relevant jurisdiction.

The above warranties and representations shall be deemed to be repeated each time the Client, for the duration of the client relationship, provides instructions to CF.

 

Applicable Regulations

 

CF shall provide its Services to the Client subject to all applicable laws, regulations, rules, bylaws, guidelines, guidance notes, exchange requirements, and other mandatory provisions (the “Rules”). If any conflict arises between these Terms and the mandatory provisions of any applicable Rules, the latter shall prevail. CF is not required to do anything or refrain from doing anything which would infringe any applicable Rules, and CF may do whatever is necessary to comply with them. All stock market transactions will be undertaken in accordance with the applicable rules of the relevant exchange. These Terms shall not restrict or exclude any obligation that we may have under the Rules.

 

Services

 

CF shall provide such Service or Services which the Client has requested CF to perform in the Investment Account Form or otherwise in accordance with the Rules, upon these Terms.

In the provision of the Services CF shall be entitled to appoint any regulated or approved company for the time being acting in the capacity of custodian in relation to any particular investment as may be notified from time to time by CF to the Client subject to the Rules. Unless the appointed custodian is a CF group company, CF shall not be liable for any losses, costs, expenses, damages, or liabilities (together referred to hereinafter as “Loss” or “Losses”) or prejudice arising from the acts or omissions of such custodian or as a result of the insolvency of any custodian, to the extent that CF has exercised reasonable care in the selection of a qualified and competent custodian and in overseeing the functions and duties delegated to such custodian. Where CF delegates or entrusts functions, duties or assets in accordance with specific written instructions from the Client, CF shall not be liable for any Loss or prejudice suffered by that Client as a result of the acts or omissions or insolvency of the custodian to whom functions, duties or assets are delegated or entrusted as requested by that Client and in such case CF shall not be responsible for the selection and oversight of such custodian.

CF declares that it has in place adequate arrangements for handling and Accounting for the Client’s monies and that such monies will at all times be separated from CF’s monies. CF shall upon receipt promptly place any client monies with any institution in terms of the applicable Rules.

CF further declares that it has in place adequate arrangements for the recording, identification, segregation and control of the Client’s assets and documents of title and to ensure their safe custody.

CF and the Client mutually acknowledge that this Agreement does not constitute a loan for use or consumption and the Client’s money and assets have not been given on the sole condition of returning as much of the same kind and quality.

 

Client Classification

 

In compliance with the Rules, including the Investment Services Rules of the MFSA and the European Directive 2014/65/EU of 15 May 2014 on Markets in Financial Instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID II), CF classifies its clients as ‘Retail Clients’, ‘Professional Clients’ or ‘Eligible Counterparties.’

CF attaches different levels of regulatory protection to each category and hence to Clients within each category. In particular, Retail Clients are offered the highest degree of regulatory protection; Professional Clients are considered to be more experienced, knowledgeable and sophisticated. Eligible Counterparties are able to assess their own risk and are afforded a lower degree of regulatory protection.

CF treats its Clients as Retail Clients unless the Client requests to be treated as a Professional Client.

CF offers its Clients the possibility to request reclassification and thus to increase or decrease the level of regulatory protection afforded. Where a Client requests a different categorisation (either on an overall level or on a product level), the Client needs to meet certain specified quantitative and qualitative criteria. Retail clients can request re-categorisation as professional clients, subject to meeting the qualitative and quantitative tests. Before re-categorising a retail client as a professional client, the client’s expertise, knowledge and experience is to be assessed to determine if the client is capable of making his own investment decisions and understanding the risks involved (the ‘qualitative test’).

The client must also meet two of the following three size criteria:-

1. The client has carried out transactions in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters
2. The client’s portfolio exceeds EUR 500,000
3. The client is a financial services professional with at least one year’s experience of the services to be provided to him. Retail clients that have been re-categorised, as professional clients (‘elective professional clients’) cannot be deemed to possess the same market knowledge and experience as other professional clients (‘per se professional clients’).

If the said criteria are not met, CF reserves the right to refuse to provide Services under the requested classification.

Retail Clients are required to provide full details of their financial circumstances to enable CF to provide the Service the client needs and to enable CF to recommend the Services and products that are suitable for the client. This includes specifying “Service Category”, “Investment Objective”, their “Investment Knowledge and Experience” and “Risk Profile”. This information is mandatory when selecting Advisory Services and necessary for the “Suitability Assessment” including information about the client’s investment objectives, indicating whether the client is financially able to bear any related investment risks consistent with his investment objective. Furthermore, CF will require information to establish whether the client has the necessary investment experience and knowledge to understand the risks involved with particular financial instruments. If CF has already accepted the Client’s Investment Account Form, the Client may be required to update his/her information. Moreover, CF may from time to time make additional enquiries about the Client’s financial circumstances, investment objectives and risk profile in order for CF to be able to assess whether the Investment Service or product envisaged is suitable for the Client, that it meets the Client’s investment objectives, that the Client is able financially to bear any related investment risk and that the Client has the necessary experience and knowledge in order to understand the risks involved in the transaction.

CF shall not require such information from Professional Clients as the latter should have the necessary level of experience and knowledge to understand the risks involved in relation to the Investment Services requested or transactions for which they are classified as Professional Clients.

Holders of an Investment Services Licence, Credit Institutions, Insurance companies, UCITS and their management companies, Pension Funds and their management companies, other financial institutions authorized or regulated under EU Law or the national law of an EU Member State, and her entities which qualify automatically as Eligible Counterparties as set out in Article 30 (2) of MiFID II. National governments and their corresponding offices including public bodies that deal with public debt, central banks and supranational organizations shall be treated as “Eligible Counterparties” (as defined under the MFSA’s Investment Services Rules For Investment Service Providers) unless they request otherwise. When acting on behalf of Eligible Counterparties, CF shall not assess the suitability and appropriateness of the Investment requested by such Eligible Counterparty and shall not provide information on the specific type of Instrument offered. Clause 20 (“Client Reporting”) and Clause 22 (“Best Execution Requirements”) shall not apply to transactions entered into between CF and Eligible Counterparties.

 

Client Investment Circumstances

 

CF is entitled to rely upon any information provided by the Client. Should the Client fail to provide accurate information, or fail to notify CF with any changes to information previously supplied to CF, this may adversely affect the quality of the Services that CF provides. CF will not be liable for any loss (including loss of profit) that the Client incurs as a result of CF acting or advising the Client based on incomplete or inaccurate information. It is the Client’s responsibility to update CF with any change to the Client’s investment objectives, risk profile, investment restrictions and other relevant information previously notified to CF. However, no changes shall be effective until acknowledged and accepted by CF. Any changes to the Client’s investment objectives, risk profile, investment restrictions, and other relevant information previously notified to CF may result in CF proposing or effecting significant changes to the Client’s investments and/or the way in which the Client’s Account is operated.

 

The Services Offered

 

The Services CF provides will be in accordance with one of the following three service categories: Advisory Managed, Advisory Dealing and Execution Only. Clients may request CF in writing to be classified under a different service category. Any such request shall be accepted by the company if the client satisfies the relevant regulatory requirements under the Rules.

By signing the Investment Account Form, the client is requesting the company to open an Account based on the selections the client has made therein and these selections will be applied by CF in administering the investments or providing advice until the client notifies otherwise and CF acknowledge receipt of the requested amendment.

CF reserves the right not to accept a client’s application and may reject an application to open an Account at the company’s absolute discretion and without providing any reason for this.

 

Service Category

 

The Investment Process

 

CF’s Investment Advisors may exercise discretion or give investment advice according to the Client’s requirements and the selected service. Appropriate information will be given to the Client or the potential Client, in good time before the investment service is provided. For advisory services, the Client will be informed as to whether the advice being provided is ‘independent’ or not, whether it is based on a broad or restricted analysis of different types of financial Instruments, and whether the range is limited to financial Instruments issued or provided by entities having close links with CF (for example, entities having a legal or economic relationship with the firm) and whether CF will provide the Client with a periodic assessment of the products recommended to the Client. To provide this personal Service the Client’s Investment Advisor will maintain a degree of autonomy in advising the Client, subject always to the monitoring and supervision carried out as part of the investment process. CF, through its “Investment & Strategy Committee” recommends and offers advice in relation to particular Instruments, investment strategy and make available research and information to CF’s Investment Advisors. To ensure quality standards and ongoing monitoring of investments, Investment Advisors can only offer financial advice in line with the recommendations issued by the “Investment & Strategy Committee” and financial instruments approved by the same committee. This applies for all categories of advisory services.

 

Advisory Managed Service

 

This service category is designed for clients who prefer to make their own investment decisions but require advice regarding both the structure of their Account as well as advice on individual investments. CF will be responsible for advising the Client on the composition of the portfolio on a continuing basis, according to the Client’s investment objectives, risk profile, investment restrictions and other relevant information as notified to CF. CF will make recommendations to the Client when appropriate, but CF will only act on the Client’s Instructions (except in certain restricted circumstances outlined in this Agreement). By selecting this service category, the Client agrees to the portfolio being managed in this way.

 

Advisory Dealing Service

 

Advisory Dealing Service category is intended for clients who prefer to make their own investment decisions and do not require ongoing advice regarding the structure or composition of their Account. CF will be responsible for advising the Client, upon request, as to the merits of any particular investment or transaction having in line with the Client’s investment objectives, risk profile, investment restrictions and other relevant information as notified to CF but only with reference to the specific type of investment or transaction and not as to the suitability of that investment or transaction in relation to any other investments the Client may have. CF does not accept responsibility on a continuing basis or at all for advising on the composition of the Client’s Account. The Client accepts and agrees that any advice given will be on an ad hoc basis and ancillary to CF’s dealing service. CF shall only advise the Client in relation to particular investments at isolated opportunities and shall not have regard to or be responsible for advising the Client in relation to the mix or strategy or otherwise in relation to the Client’s Account. Any purchases or sales will only be made on the Client’s Instructions. By selecting this service category, the Client agrees to these terms. Unless otherwise agreed in writing by CF any advisory service CF provides shall fall under this category.

 

Execution Only Service

 

Execution Only Service is intended for Clients who, acting on their own initiative, prefer to make their own investment decisions with no advice from CF. Execution only Services are available when transactions relate to shares admitted to trading on a regulated market, or in an equivalent third country market, money market instruments, bonds or other forms of securitised debt (excluding bonds or securitised debt that embed a derivative), UCITS and other non-complex Instruments (as defined in the MFSA’s Investment Services Rules). CF will not advise the Client about the merits of a particular investment or transaction and CF will not be required to ensure that the transaction or investment is suitable for the Client, and accordingly, the Client will not benefit from the corresponding protection under the MFSA’s Investment Services Rules. CF does not accept responsibility for suitability whether or not CF agrees to provide nominee services for the Client. By selecting this service category, the Client agrees to these terms. CF shall execute any specific instruction from the Client. If the Client is not an Execution Only Client, and instructs CF to carry out an Execution Only transaction (that is a transaction on which CF has not provided advice) CF will not advise the Clients about the merits of the transaction at the time of execution or on an ongoing basis. CF will not be required to ensure that the transaction is suitable or appropriate for the Client. CF will notify the Client at the time of accepting the Client’s instruction that the transaction will be carried out on an execution only basis and CF will send a “Contract Note” confirming this.

Some Instruments are categorized as “complex”; if the Client is an Execution Only client and wishes to invest in these products, CF is required to assess whether investment in such Instruments is appropriate for the Client before it carries out any transaction. This means that the Client has to provide necessary information required on previous investment transactions and investment knowledge and experience. CF will not be able to accept instructions to transact in complex instruments if the necessary information for assessment is not given or if the client does not hold required knowledge and experience to understand the additional risks attached to complex instruments. Client can only transact if a written warning, specifying the additional transaction risk, and that by opting to still transact without a complete and/or successful assessment, the client will be accepting a lesser degree of protection under the conduct of business rules.

 

Dealing on a different basis to the Client’s Service Category

 

In relation to a particular Instrument/s, the Client may instruct CF to deal transactions under a different service category. In such circumstances, CF will only classify the specific transaction under that different service category in relation to the particular Instrument, and the relevant terms will apply. Services in relation to any other Instrument will continue to be provided on the basis of the Client’s relevant Service Category, unless CF is instructed by the Client in writing that the service category under which CF is to classify the Client on an on-going basis has changed, subject to such instruction being accepted by CF.

 

The Client’s Investment Objectives and Risk Profile

 

CF operates its Advisory Managed Services on the basis that the Client’s risk profile will be assessed over the entire Account and not just on the risk profile of each individual Instrument. This will mean that Instruments with either a lower or a higher risk profile than that specified by the Client may be included in Accounts or recommended to the Client, provided that any such lower or higher risk Instruments are balanced by an appropriate weighting of lower or higher risk Instruments.

CF’s Services allow the Client to notify the company of a change to the risk the Client is prepared to accept. CF will then discuss with the Client any changes that might be necessary to bring the Account in line with the Client’s new requirements.

The Client should be aware that by selecting one of the following risk profiles it will have agreed to accept that level of risk for his Account. If CF effects transactions on the Client’s behalf, CF is entitled to deal on this basis unless and until such time as the Client has notified CF to the contrary in writing.

 

Definition of categories of Risk

 

1. Cautious

A cautious investor seeks a return that would be slightly higher than a bank deposit Account, accepting that the value of the investment could fall as well as rise, while seeking to subject the investor’s capital to a lower degree of risk.

1. Balanced

A balanced investor seeks an investment with potentially a higher return than a bank deposit Account, and is willing to accept moderate fluctuations in the value of the investments as a result. The portfolio may incorporate direct equity investments, fixed interest securities and Collective Investment Schemes. The Account may also include a proportion of higher risk or less liquid investments.

1. Aggressive

An aggressive investor is willing to accept a much higher level of risk on investments in return for potentially higher returns in the long run. An aggressive investor is also willing to accept what might be significant short-term fluctuations in the value of investments as a result. Selecting this profile would allow for a high proportion of higher risk and potentially less liquid investments, including lower grade fixed interest investments as well as equities in developed or emerging markets.

 

Aggregation of Orders

 

CF may on occasion combine (“aggregate”) a transaction for the Client with orders of other clients. CF may carry out the Client’s order or a transaction with another client order if CF believes that the aggregation is in the overall best interests of all the clients concerned. However, the effect of aggregation may on some occasions work to the Client’s disadvantage. When CF aggregates a client order, the Client shall have priority in the allocation of orders by CF, and to this effect, CF will promptly allocate the order. CF will seek not to give an unfair preference to any of those for whom CF has dealt.

In undertaking any transaction on behalf of clients, CF may do whatever it considers necessary to comply with any applicable Rules including any applicable market or exchange practices (such as in the case of aggregation and allocation of orders and limit orders).

CF reserves the right to refuse to deal in any particular security in Malta or on any overseas market.

 

Risk

 

The Client acknowledges that past performance is not a guide to future performance. CF’s Services relate to Instruments whose price depends on fluctuations in the financial markets outside CF’s control, and therefore any profit or Loss arising as a result of a fluctuation in the value of the Instrument will be entirely for the Client’s Account and risk.

CF shall not be responsible for any Losses incurred by the Client as a consequence of the Client following CF’s advice, recommendations or suggestions, or those of its directors, employees, agents or representatives, except in the case of CF’s wilful default, negligence or fraud and the Client agrees to indemnify CF in respect of any claim for any such Loss.

The Client acknowledges that, unless it is otherwise specifically agreed in writing, CF shall not conduct the continuous monitoring of the transactions already entered into by the Client. Hence, CF cannot be held responsible for the transactions developing differently from what the Client might have presumed.

The Client accepts that the value of the Instruments, and the income derived therefrom, may fall as well as rise and that there is no guarantee that the Client will not make a Loss or that profits will be made by the Client in relation to his investment/s.

 

Investment Restrictions

 

CF will endeavour to observe the investment restrictions specified by Advisory Managed and Advisory Dealing clients in the Investment Account Form or subsequently advised to CF in writing and duly accepted. Market fluctuations or other circumstances outside the control of CF could result, however, in Accounts exceeding the restrictions advised to CF. In such circumstances, CF will take or recommend such action as it considers to be in the Client’s best interest which may not necessarily involve changing the Client’s Account or contacting the Client for instructions.

The Client should be aware that it may not always be possible for CF to comply with the investment restrictions proposed, especially in such cases where investment is made in a collective investment scheme, because CF may have limited information on the underlying holdings of the scheme and will not be responsible to monitor compliance by the scheme with its investment restrictions or to advise the client of any changes made by the scheme to its investment restrictions subsequent to the Client’s investment being made. If CF becomes aware that any proposed transaction may materially breach the investment restrictions proposed by the Client, CF will endeavour to inform the Client that this may be the case before proceeding with the transaction.

 

Payments into the Portfolio Account / Settlement – The Client’s Obligations

 

The day that CF enters into a transaction is known as the dealing or trade date. Each transaction will have an agreed settlement date which is the day on which the deal will be settled. There are standard settlement periods for most markets, which typically varies between 3 to 5 business days, but might be more for other markets..

The Client agrees to pay CF all sums (including any fees, charges and ancillary expenses) which are due and owing by the Client in respect of transactions effected on the Client’s behalf on or before the due date for settlement in accordance with these Terms. By accepting these Terms, the Client hereby authorizes CF as agent to appropriate and sell securities which have been delivered in settlement of a purchase transaction but for which the Client has not paid. Money and other securities that may be held by CF on any Account in the Client’s name or where the Client is named as one of the holders of a joint Account may be applied towards meeting any of the Client’s obligations irrespective of any other instructions CF may receive. This is without prejudice to the Client’s obligation to pay CF all sums (including any fees, charges and ancillary expenses) which are due and owing by the Client as aforesaid in cleared funds on or before the due date for settlement and any such sums still outstanding notwithstanding the foregoing provisions of this clause will remain the Client’s responsibility. Amounts will be credited to the Client’s Accounts net of transfer fees and related bank charges.

The Client must ensure that when CF buys securities for him, CF holds or has access to sufficient cleared funds on or before the due date for settlement in order to settle the transaction (including any fees, charges and ancillary expenses). Where the Client is selling securities which are not held by CF on the Client’s behalf in a nominee or fiduciary capacity, the Client must ensure that he has delivered to CF all share certificates (if needed), a completed and signed transfer form and any other documents that CF may request.

Where a trade remains unsettled after the due date for settlement, the Client may incur additional charges which will be charged by CF to the Client’s Account.

 

Conflicts of Interest

 

CF is a non-independent financial adviser. Our authorised financial advisers will provide financial advice based on a broad range of instruments managed by various fund managers of various fund houses. By accepting the Terms and CF’s Conflict of Interest Policy (which may be obtained from CF’s offices or through CF’s website (www.ciliaformosa.com) the Client agrees that CF may transact such business without prior reference to any potential specific conflict of interest.

CF has in place appropriate procedures to identify conflicts of interests between itself, its directors, officers, employee, agents or other persons or companies connected, directly or indirectly, with CF and its clients or between one client and another that arise in the course of providing any of the services referred to herein and any ancillary services thereto, or combinations thereof.

The Client should be aware of the fact that, when entering into a transaction for the Client, CF (including any of its directors, officers, employees, agents or other persons or companies connected, directly or indirectly, with CF) could be:

1. a) Recommending that the Client buys or sells a particular Instrument in which one of CF’s other clients has given instructions to buy or sell;
2. b) Recommending that the Client buys or sells an Instrument in which CF is also invested ; or
3. c) Acting as a broker.

 

Account Administration

 

Base Currency of the Investment Account

 

All Instruments, including redemption proceeds and interest will be retained in the original instrument currency where possible, subject to the Rules, unless CF receives specific instructions to convert/pay in another currency. In particular circumstances where CF cannot hold the proceeds/interest in a specified currency, CF will either request alternative instructions from the Client or will convert to a currency, which in CF’s opinion is appropriate. Where CF receives instructions to convert any interest/capital from one currency into another, CF will affect such conversion(s) at the current market rate of exchange as soon as practicable. Such conversion shall be entirely at the cost and risk of the Client.

In relation to foreign currency denominated Instruments, changes in the rates of exchange between currencies may cause the value of, or the income from your investments to go down or up, independently of their value in local currency.

 

Joint Accounts

 

For all joint Accounts CF will send Contract Notes, notices and communications only to the address of the first named Account holder, who will be treated by CF as authorised to receive them on behalf of all Account holders.

We require all Account holders to sign an Investment Account Form.CF will receive instructions only from the holders of the Investment Account authorised as signatories on the Investment Account Form. Any amendments to these instructions shall be in writing and shall only be effective once such amendments or instructions are accepted by CF. CF reserves the right, but shall be under no obligation, to request authority in writing from all Account holders in respect of any instructions delivered to CF, including any amendments or any new Account application. By signing an Investment Account Form in respect of a Joint Account, the Client agrees, unless CF has indicated otherwise on the Investment Account Form, that CF may act on the instructions of an authorised Joint Account holder on behalf of all the holders of the Joint Account. Any notice or communication given by CF to any one of the Joint Account Holders shall be treated as notice to all holders of the Joint Account. The Client is advised to consider his legal and tax position (including the laws affecting succession) before setting up a joint Account with CF. Furthermore, when assessing a client on their Investment Objectives and preferred Risk profile, Knowledge and Experience and Financial Information, CF will rely on the information given jointly or the appointed person as agreed by all the parties involved. If there is a wide discrepancy, when conducting client profiling and suitability assessment, between the parties, it is advisable that decisions are taken separately and opening separate Accounts.

CF will only accept telephonic or email instructions from an authorised Joint Account holder where such authority is not required to be exercised jointly with any other holder.

If the Client has an Account with CF in the name of joint holders, all Account holders are personally bound by these Terms and each Account holder will be jointly and severally liable for the Investment Account and for the client obligations under these Terms. This means that the Client is bound by and liable for both the Client’s own actions and omissions and the actions and omissions of all the other Account holders and CF may at its discretion pursue any one or any number or all of the joint Account holders for any debts or other liabilities on a joint and/or several basis as CF may determine at its discretion.

As the holder of a joint Account the Client authorises CF to appropriate money and to appropriate and sell securities that may be held by CF on any Account where the Client is named as one of the holders of a joint Account for the purposes of being applied in accordance with the provisions of clause 15.2 above to meet the obligations of the Client or any of the other joint Account holders.

 

Opening an Account in the name of a trust, company or an association of persons

 

For trusts, companies, or other associations of persons whether incorporated or unincorporated, CF will accept instructions from and give notices and other communications to the Client’s nominated contact person (s) but CF will need the Investment Account Form to be signed by a minimum of two persons. Instructions from the nominated contact person/s will bind all Account holders. The nominated person (s) will carry out any regulatory assessments related to advisory or discretion on behalf of the entity.

The Client shall inform CF and shall keep CF informed about the person (s) appointed to deliver instructions to CF. Where appropriate CF will require the Client’s memorandum and articles of association, the full authorised signatory list, minutes of meetings, power of attorney and/or the trust deed or variation deed appointing the nominated person. The Client can also request CF to change the nominated contact person by writing to CF with details of the changes the Client requires.

 

Accounts opened for Minors

 

CF will not accept accounts opened in the name of a minor.

 

Third Party Authority and Power of Attorney

 

The Client may ask CF to accept instructions from a third party. This request may be made either by completing the relevant section in the Investment Account Form or by making a request in writing. If CF agrees to accept third party instructions, CF will need to perform certain procedures including anti-money laundering verification checks on such third parties before accepting instructions from them.

CF may accept any instruction where it reasonably believes the instruction has been given by a third party with the Client’s authority. However, for the Client’s protection, CF reserves the right to request a written signature from the Client for any instruction.

CF may accept a power of attorney (POA) presented by the client or by the appointed attorney. Such PoA will need to be presented in original so that CF can take a copy of it or alternatively, a certified true copy will need to be provided. CF will mark the account on the Client Management System accordingly. If a POA is revoked and/or amended, it is the client’s responsibility to duly notify CF accordingly. If CF agrees to accept the PoA, CF will need to perform certain procedures including anti-money laundering verification checks on such attorney(s) before accepting instructions from them.

 

Interest on Client’s Monies

 

Interest shall not be payable by CF on any cash held for the Account of the Client pending investment or payment, unless agreed otherwise in writing by CF. In the event that interest is agreed to be payable by CF, such interest shall be credited to the Client by CF in accordance with the Client’s instructions or otherwise in such manner as may be notified by CF to the Client from time to time.

 

Interest Payable by the Client

 

If the Client defaults in paying any amount when it is due, interest will be payable on the overdue amount at the maximum rate allowed by law, which interest shall accrue daily until CF receives full payment.

 

Standing Orders

 

Regular payment instructions, once accepted by CF, are at all times subject to the availability of cleared funds. If there are insufficient funds available, CF may decide at its discretion to receive part-payment on Account or to decline payment altogether.

 

Overpayment

 

If the Client pays CF more than is required for settlement CF shall promptly, following receipt of cleared funds, repay the difference to the Client or hold it for the Client on the client’s account. Conversely, if CF pays the Client more than the amount due for immediate settlement the Client agrees to repay promptly any amount due to CF.

 

Small Payments

 

CF reserves the right not to issue cheques or to transfer any sum less than ten Euro (€10). Sums less than this amount will remain credited to the Client’s Cash Account with CF until the balance reaches the said amount. The Client can then request payment of the current balance.

 

Change of name, address, power of representation, tax status

 

In order to ensure a satisfactory course of business dealings, it is necessary that any amendment, such as change of name, address or the cessation or change of any power of representation (and, in particular, any change to any power of attorney or third party mandate) and any change in tax status be immediately notified in writing to CF. CF will not be bound by any such change before it has ascertained itself that all required documents are in order and accepted such notification.

Delivery of Account Holder Documentation

 

The Client shall provide CF with copies of all documents relevant to the establishment of the Investment Account. The Client further agrees to promptly deliver true and complete copies of all amendments or supplements to such documents. The Client shall indemnify and hold CF harmless against any and all Losses that CF may suffer or incur arising out of any failure by the Client to provide it with the documents required by CF.

 

Clarity of instructions

 

Orders of any kind must clearly show the subject and the details of the transaction. Ambiguous orders may raise queries, which may lead to delays. CF will do its utmost to clarify any ambiguous instructions with the Client and get a new clear instruction in writing if need be, but under no circumstances will CF be responsible for acting or failing to act on any unclear or ambiguous instructions and CF may at its discretion decline to process instructions if they are not clear, if they are not properly given or if it considers it inappropriate to do so. CF shall not, in any event, be liable for any Losses that the Client may suffer or incur as a consequence of CF acting or declining to act in any of such circumstances. The Client shall also be liable for costs if duplicate instructions are delivered to CF such as requesting the same transaction from different CF Account executives or delivering repeated orders through different mediums.

All orders made telephonically should be placed by contacting CF on our general or direct telephone landlines. CF accepts no liability where any instructions are given to any of our staff on personal mobile lines.

 

Documents / Hold Mail

 

In the event that the Client requests CF to withhold correspondence or other documentation pertaining to the Investment Account including any cheques, dividends, contract notes, confirmations, vouchers, valuations and mail-shots it shall be the sole responsibility of the Client to call upon CF from time to time to obtain such correspondence or other documentation in person. In such case, CF shall only be required to communicate with the Client upon the specific instructions of such Client. CF will not be bound by any such instructions before it has accepted same in writing.

 

Death of the Account Holder

 

In the event of the death of one or more of the joint Account holders, the surviving joint Account holder/s agree to immediately provide CF with written notice thereof. CF will mark the Joint Account accordingly in order to avoid the possibility of acting on any instruction from a surviving joint account holder or any person presenting a power of attorney. The death of any joint Account holder will affect the rights and obligations of the surviving joint Account holder/s which will be governed by the Rules, including the provisions of the Civil Code (Cap.16 of the Laws of Malta). CF is authorised, prior to or after receipt of written notice of the death of one of the joint Account holders, to take such steps or require such documentation or restrict transactions relating to the joint Account as CF may deem prudent or advisable, in its absolute discretion. The estate of any deceased joint Account holder shall continue to be liable to CF jointly and severally for any indebtedness or other liabilities in connection with the joint Investment Account.

Upon the death of a Client, CF shall demand the production of evidence of entitlement to the Investment Account by the heir/s of the deceased or legatee/s. Until such time as such evidence as CF may consider satisfactory to establish the lawful heir/s or legatee/s is supplied, the Investment Account shall be operated in the manner considered most appropriate by CF. CF will mark the Investment Account accordingly in order to avoid the possibility of acting on any instruction from any person presenting a power of attorney. CF will retain all interest and capital payments on Account until the heir/s or legatee/s entitled thereto is/are established. CF will have the right to offset any amounts due by the deceased Client or otherwise in respect of the Investment Account prior to any liquidation.

 

Client Reporting

 

Valuations

 

CF sends periodic statements to all Clients on a quarterly basis. The Client agrees to promptly examine all statements and valuations received from the Company and each entry and balance recorded therein and to notify the Company of any errors, omissions or objections to any entries and balances in such statements or valuations, within thirty (30) days from the receipt of each statement or valuation, failing which the Company shall be entitled to treat such statements and valuations and any entries and balances therein as final.

 

Advisory Dealing or Execution Only

 

Clients can also request extra valuations to be sent to them. A charge may be due for this service. Where CF agrees to provide a valuation, the Client agrees that this does not constitute a portfolio management service and does not impose upon CF the obligation to review the Account on an ongoing basis or at all. Clients who authorised CF to receive communication and other instructions and documentation by email will receive their valuations on the same email address.

 

Contract Notes

 

CF shall provide Clients with confirmation of executed orders (the “Contract Notes”) within the first business day following execution or in case where confirmation is received by CF from a third party, within the first business day following receipt of the confirmation from the third party, unless such confirmation is required to be provided to the client directly by such third party. Clients who authorised CF to receive communication and other instructions and documentation by email will receive their contract notes on the same email address.

Contract Notes shall include essential information concerning the execution of the particular order and will, in the absence of manifest error, be conclusive and deemed acknowledged by you as correct unless we receive written notice from you to the contrary within fourteen (14) days of delivery to you of the Contract Note or unless we notify you of an error. Contract Notes will confirm execution, contain the relevant due date for settlement for all transactions and will act as invoices. You may obtain further information about the status of your order from CF upon request.

 

General

 

CF shall send to clients for whom it holds financial Instruments or moneys a periodic statement of those Instruments or money held by it on quarterly basis.

The Client shall inform CF without delay if the Client does not receive any Contract Note or periodic statement which has fallen due.

The Client should verify all valuations, periodic and other statements and any other documents received, which will, in the absence of manifest error, be conclusive and deemed acknowledged by the Client as correct, unless CF receives written notice from the Client to the contrary within fourteen (14) days of delivery to the Client or unless the Client is notified of an error by CF.

CF shall provide any information it is bound to provide to the Client pursuant to these Terms or the Rules in printed version provided that any information which is not directly addressed to the Client personally may be made available to the Client on CF’s website (http://www.ciliaformosa.com).

 

Nominee Services

 

In the case of Instruments held by CF as nominee on behalf of the Client, CF shall be regarded as holding such Instruments on behalf of the Client and shall recognise the Investor as the beneficial owner thereof. CF will not deal with such Instruments, use as security or in any way make use of such Instruments, other than as lawfully directed and with the prior written authorisation of the Client. Instruments held in a nominee capacity by CF may be pooled with those of other Investors and any pooled property can be used to settle the obligation of any of CF’s Clients. By accepting these Terms, the Client expressly agrees to the pooling of his Instruments with the Instruments of other clients and to use of such Instruments for the Account of any other Client of CF. Individual Client entitlements may not be identifiable by separate physical documents of title or other electronic record and, in the case of an irreconcilable shortfall, in the event of the default of a custodian, Clients may not receive their full entitlement and may share in the shortfall pro rata. In the event of a corporate action, all Clients’ investments in a company are treated as one holding on the register.

The Client represents and warrants that it is and shall remain at all times the ultimate and effective beneficial owner of any instruments held by CF as its nominee, that the Client shall not act as nominee or trustee for any other person and that the Client shall not transfer, assign, pledge, charge or otherwise create any security interest whatsoever over such instruments without the prior written consent of CF.

CF may, at its discretion, at any time, transfer the registered holding of any instruments held by CF as nominee, in favour of the Client or in favour of another licensed investment services firm authorised to provide nominee services and in such case the Client agrees not to raise any claim for breach of contract or of confidentiality where such transfer of registered holding entails the disclosure of the Client’s beneficial ownership.

 

Best Execution Requirements

 

CF shall take reasonable steps to obtain, when executing orders on behalf of clients, the best possible result for its Retail and Professional clients. Nevertheless, CF shall, in so far as possible, seek to execute any specific instruction received by the Client in accordance with the Client’s specific instruction.

CF has in place a “Best Execution Policy”, which describes the factors CF will take into Account in the way in which CF will deal with the Client’s order when arranging or executing transactions or taking decisions to trade on the Client’s behalf. This policy also identifies the entities with which the orders are placed or to which we transmit orders for execution for each class of Instrument. A copy of the latest version of this policy is available either in a printed version on request or on CF’s website http://www.ciliaformosa.com. CF’s Best Execution Policy is incorporated by reference as an integral part of these Terms. Please note that in terms of our Best Execution Policy it is possible that the Client’s orders may be executed outside a regulated market or multilateral trading facility. CF may at its discretion amend or revise its policy from time to time provided that we shall notify the Client of any material changes to CF’s policy including any order execution arrangements.

 

Client’s Money and Assets

 

Where Instruments are held under nominee with a third party, CF shall not be liable for any Loss or prejudice suffered by the Client as a result of the acts or omissions or insolvency of the third party nominee and CF shall not be responsible for the selection and oversight of such third party nominee. CF may also hold monies belonging to the Client in a “Clients’ Bank Account” opened with various credit institutions/ securities depository. There can be no assurance that any monies deposited by CF in a Clients’ Bank Account with any credit institution in Malta or in any other jurisdiction will be covered by the Depositor Compensation Scheme. The Client agrees that CF shall have no responsibility to credit interest on the Clients’ monies held with CF.

CF has in place adequate arrangements for handling and Accounting for Client’s monies and such monies will at all times be separated from CF’s monies. CF shall upon receipt promptly place any Client’s monies with a credit institution/securities depository.

CF declares that it has in place adequate arrangements for the segregation of the Clients’ Bank Accounts from its own Accounts.

Without prejudice, CF shall have no duty or responsibility as regards voting in respect of any Instruments held by CF as nominee or as regards any other corporate action such as any subscription, conversion, or other rights in respect of such Instruments or as regards any merger, consolidation, reorganisation, receivership, bankruptcy, insolvency proceedings, compromise or arrangement, or the deposit of any Instruments in connection therewith or otherwise, or as regards any take-over bids, issuer bids, rights offerings or similar events, nor shall CF be under any duty to investigate or participate therein or take any affirmative action in connection therewith, except in accordance with Client instructions and upon such indemnity and provision for expenses as CF may require.

 

Corporate actions

 

CF will always exercise best efforts to contact clients when handling voluntary Corporate Actions and outline the options available, if any, as well as the Instruction Deadline for such Corporate Action. In the exceptional circumstances, wherein, for some reason, at no fault of CF, it will not be possible to communicate with you in good time before the Ex-Date or if instructions are not received from you by the Instruction Deadline, CF may, at its discretion, take either of the following actions:

opt not to act on the Corporate Action in which case the default option for that Corporate Action will become, or

Where CF sees fit in your best interests under the relevant circumstances, act on your behalf in accordance with the view of CF’s Investment Strategy Committee in relation to that Corporate Action.

In relation to (ii) above, Client should note that:

1. Although CF is under no obligation to take this option, CF envisages that it may be more likely to exercise this option in particularly exceptional market circumstances affecting either the markets generally or the particular security in order to attempt in good faith to mitigate clients’ losses.
2. CF’s Investment Strategy Committee takes its views on the basis of the merits of the Corporate Action against the circumstances prevailing at the time in relation to that Security and the market in general. CF’s Investment Strategy Committee does not, and CF itself will not take one Client’s particular circumstances into Account or otherwise be in a position to determine whether that course of action is suitable for any one particular Client. CF will in this regard be entitled to assume and rely on the fact that each and every Client’s aim is to, and in so far as possible, attempt to mitigate losses in line with CF’s Investment Strategy Committee’s preferred course of action.
3. Any actions taken by CF under (b) above will be done on the understanding that by accepting these Terms the Client has, unless proper instructions from the Client are accepted by CF before the Instruction Date, authorised CF to carry out such actions (including selling, exercising voting rights or other Corporate Actions) in relation to the Securities on the Client’s behalf and that same Client will indemnify CF for any actions taken in good faith under this mandate.

 

Research

 

Any investment research or other information provided by CF recommending or suggesting an investment strategy, whether explicitly or implicitly, is believed to be reliable and accurate but there can be no guarantee as to its accuracy or completeness. Furthermore, such investment research may not always be subject to legal requirements designed to promote the independence of such research. CF will not accept liability for any direct, indirect or consequential Losses arising from the use of CF’s research. CF, any director, officer or employee thereof may have an interest, relationship or arrangement that is material in relation to any instrument mentioned therein or may buy, sell or offer to make a purchase or sale of any such instrument from time to time either before or after the research is published. Subject to these Terms, CF may act as agent with regard to the sale or purchase of any instrument whether or not it is mentioned in CF’s research. CF will be paying to access the reports required to deliver high standards throughout the various business areas. At any time CF can offset this cost on its Clients in a transparent and fair manner.

 

Indemnity

 

The Client shall indemnify and hold CF harmless against all Losses whatsoever which may be suffered by CF as a result of or in connection with:

1. The Client’s breach of the Terms;
2. CF entering into any transaction or contract on the Client’s behalf; or
3. CF taking any of the steps which CF is entitled to take in the event of default by the Client, provided that the above shall not apply in connection with the provision of the Services other than those arising from the fraud, wilful default or negligence of CF.

All transactions are entered into entirely at the Client’s risk. All Instruments sold or transferred to CF must be free from any charge, hypothec, pledge, encumbrance or other security interest whatsoever.

 

CF’s Liability

 

CF shall not be liable for:

1. Any Loss suffered or incurred by the Client as a result of or in connection with the provision of any of the Services unless and to the extent that such Loss is suffered or incurred as a result of CF’s negligence, wilful default, fraud or breach of CF’s obligations under these Terms;
2. Any Loss due to actions taken by CF according to its rights under the Terms; or
3. Any consequential or other indirect Loss suffered or incurred by the Client.

CF shall not be liable for any Loss incurred by the Client with respect to any transaction in relation to any Instrument, any delays in the receipt or processing of the Client’s instructions or if CF cannot perform any of its obligations by reason of any cause beyond CF’s reasonable control (including, without limitation to the generality of the aforesaid, acts of God, government restriction, wars, act of terrorism, strikes, fire, exchange or market disruption, suspension of trading, periods of abnormal or unusual market activity, unanticipated dealing volumes, inability to communicate with market makers, failure of any telecommunication, computer dealing or settlement system, energy failure, late or mistaken delivery of payment by any bank or counterparty, or any other event beyond the reasonable control of CF) except if occurring through CF’s negligence, fraud, wilful default or the breach of these Terms.

The Client acknowledges and accepts that any market recommendation and any information communicated by CF does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any Instrument and that such recommendation and information, although based upon information from sources believed by CF to be reliable, may be incomplete and may be unverified and unverifiable. CF makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of such any such market recommendation and/or information furnished to the Client.

 

Phone and E-mail Instructions

 

If the Client wishes to communicate with CF by phone or e-mail, the Client should indicate this by providing his phone number and e-mail address in the Investment Account Form or by writing to CF to confirm that the Client wishes to communicate with CF in this way. Where the Client has provided a phone number or e-mail address then CF may communicate notices and other communications to the Client via that medium instead of communicating with the Client by post.

CF shall have no liability to the Client for any direct, indirect or consequential Loss arising from breach of confidentiality or otherwise if any other person has sight of or obtains access in any manner to any communication sent to the Client’s email address or fax number. Internet and fax communications cannot be guaranteed to be timely, secure, delivery error or virus free. CF shall not accept any liability for any errors, non-delivery or omissions which may arise with e-mail and/or fax communications. Proper receipt by CF of any e-mail shall be conclusive evidence of any instructions transmitted by the Client.

CF will act upon any instructions given by phone, fax or email if it reasonably appears to CF that the communication was sent by the Client and CF shall not be liable for acting in good faith on such communication. In the event that the communication was not sent by the Client, CF shall not accept liability for any Loss the Client may incur. CF shall not be liable for any Loss the Client incurs if either the Client or CF do not receive an email which is sent to the last e-mail address notified to the other party or if an e-mail which is so addressed is received or seen by any third party.

CF shall not be under any duty to verify the identity of the person or persons giving instructions by phone or e-mail address and any transaction made pursuant to any communication received by CF and reasonably believed to have been sent to CF by the Client shall be binding upon the Client whether made by the Client or not.

The Client agrees to hold CF harmless and to indemnify CF at all times from and against all actions and/or Losses incurred by CF which shall have arisen directly or indirectly out of or in connection with CF accepting and acting in reliance on any such phone or e-mail communication from time to time notwithstanding that any such instructions may not have emanated from the Client.

 

Notices

 

CF will correspond with the Client at the address last notified by the Client to CF.

All correspondence and notices sent by CF shall be deemed to be received by the Client within three working days after posting.

Unless the Client advises CF otherwise in writing, CF shall be entitled to communicate with the Client in English and all documents, information or notes sent by CF to the Client may be in English unless otherwise requested by the Client.

 

Fees, charges and expenses and receipts from Third Parties plus Related Disclosures

 

In addition to the fees and charges set out in the Schedule of Fees and Charges, attached to these terms and conditions, and also on CF’s website www.ciliaformosa.com, the Client may also be charged ancillary fees and expenses (e.g. custody costs, settlement and exchange fees, regulatory levies, professional fees, broker commissions, legal fees, remittance bank charges and other similar charges), which enable or are necessary for CF to provide its services to the Client or which may otherwise be disbursed by CF for the benefit of the Client, subject to CF’s duty to act honestly, fairly and professionally in accordance with the best interests of the Client.

Fees, charges and expenses may, at the option of CF, be deducted from payments arising from the sale of any Instrument or from interest/dividend earned from such Instrument. CF has full discretion over what funds (including as to currency) standing to the credit of the Investment Account are used to offset balances due. Any compensation including fees, brokerage and similar charges payable to CF for its Services shall be calculated and paid in accordance with CF’s Schedule of Fees and Charges, which may be amended from time to time at the sole discretion of CF. Such compensation shall be payable at such times as may be stated in the attached Schedule of Fees and Charges or otherwise at such frequency as may be notified reasonably in advance by CF to the Client from time to time. CF shall give at least one month’s notice of any proposed increase on transaction related fees and charges. Ancillary services related fees may change at any time upon notification. An updated Schedule of Fees and Charges may be obtained from CF at any time by the Client upon request. For Equity and ETF orders, the minimum execution fee is charged per trading day. This means that if a trade is partially executed over separate days, the minimum fee will apply each day where there was an execution for the same order. If an order is partially executed, the trader at CF will have the functionality to cancel the order, change the limit or change to a market order.

In addition CF may receive a fee, commission or non-monetary benefit from third parties in connection with transactions entered into for and on behalf of the Client and CF shall be entitled to retain for its own use and benefit any such fee, commission, remuneration or other benefit so received subject to the following: (i) The existence, nature and amount of the fee, commission or benefit, or where the amount cannot be ascertained, the method of calculating that amount, shall be clearly disclosed in advance to the Client; and (ii) The payment of the fee or commission, or the provision of the non-monetary benefit shall be designed to enhance the quality of the service provided by CF to the Client and will not be such as to impair compliance by CF with its duty to act in the best interests of the Client; All fees, charges and expenses will be disclosed to the Client.

 

Tax

 

CF shall deduct tax at source and Capital Gains Tax (CGT) at the applicable rate in respect of any interest / dividend received, and profits made by the client in respect of any Instrument, unless the Client shall have instructed CF not to withhold tax at source. The Client declares to be aware that in the event that it will have instructed CF not to withhold tax at source, the Client shall be responsible for making the appropriate tax declarations and CF may be required to disclose information on the underlying beneficiary to the tax authorities according to law.

CF does not provide any advice on taxation and/or the Client’s personal tax position. The Client therefore remains entirely responsible for his tax affairs, including making any applicable returns and payments and complying with any applicable laws and regulations. CF strongly advises the Client to understand the tax consequences of entering into any transaction under these Terms and to seek appropriate legal, Accounting or tax advice. CF shall not accept liability for any adverse tax consequences arising from the use of CF’s Services.

The Client shall inform CF without delay of any change to the Client’s residency or citizenship status. The Client shall also provide any information concerning his identity or affairs that CF may request from time to time.

If CF believes that the Client is required to report his income or may be subject to tax in another country, it may be obligatory for CF to share information about the Client’s Account/s with the Maltese and/or other countries’ tax authorities. In such circumstances, CF may be required to disclose information about the Client’s Account/s either directly to the respective overseas tax authority or to the Maltese tax authority, who may share that information with the appropriate overseas tax authorities. To facilitate any such reporting, CF may request additional information from the Client. If the Client does not provide any requested information within a reasonable time or within any stated deadline, CF may be obliged by the law and/or regulations governing CF, including but not limited to CF’s obligations to withhold all or parts of any specified receipts on the Client’s Account under the Agreement between the Government of the United States of America and the Government of the Republic of Malta to Improve International Tax Compliance and to Implement FATCA (L.N. 78 OF 2014), and under the EU Council Directive 2014/107/EU (“DAC2”), wherein the European Union effectively incorporated CRS across EU Member States thereby requiring EU tax authorities to automatically exchange information held by Financial Institutions in respect of Financial Accounts that are held by EU residents. Any withheld amounts may have to be passed on to the Maltese or relevant overseas tax authorities. CF will only do this where it is believed, in CF’s absolute discretion, that CF is required to do so under any governing law, regulation and/or applicable requirement.

 

Record Keeping

 

CF may monitor and/or record telephone conversations and retain any recordings or transcripts thereof and any other written communication CF has with the Client. These may be used by CF for the purpose of administering the Client’s Account, training purposes, to evidence compliance with regulatory requirements, or as evidence in court in the event of a dispute.

Client and Transaction Records are stored in a durable medium. Such records are kept by CF for a minimum of 5 and a maximum of 7 years – even longer for records where CF deems necessary. CF ensures strict compliance to the management and operations of record-keeping.

 

Amendments and Termination

 

CF is entitled to amend the Terms, as permitted by law, without notice. Changes in this agreement, including to the Schedule of Fees and Charges, which are not in the Client’s favour may take place at any time, by giving notice to the Client at least fifteen (15) days in advance and in writing unless a change in the Rules requires CF to take immediate action. The Client is deemed to have accepted such changes if he does not, before the proposed date of their entry into force, notify CF that he does not accept them.

If any material change made by CF to the Terms gives rise to termination by the Client prior to the period in which the amendment shall become effective, no charges shall be incurred by the Client for the transfer of any Instruments held by CF for the Client. CF is however entitled to deduct all amounts due to it before transferring any Client balances on any Account to the Client and is entitled to postpone such transfer until any and all contracts between CF and the Client are closed. Further, CF is entitled to require the Client to pay any charges incurred in transferring the Client’s Instruments.

The Client relationship shall remain in force until it is terminated.

The Client is entitled to terminate the Client relationship with immediate effect by giving written notice to CF.

On termination, CF and the Client undertake to complete all contracts that are already entered into or under execution, and the Terms shall continue to bind both parties in relation to such transactions.

The termination of this agreement shall be without prejudice to any other rights or remedies CF may be entitled to hereunder or at law and shall not affect the coming into or the continuance in force of any provision of this agreement which is expressly or by implication to come into effect or to continue in effect after such termination.

 

Waiver

 

The waiver by CF of a breach or default by the Client of any of the provisions of these Terms shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of CF to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Client.

The Client will remain liable for prompt settlement of all outstanding transactions, fees, charges and obligations related to Services provided by CF prior to termination. No penalty or other additional payment will be payable by the Client or CF in respect of termination of this agreement. CF will return the balance of any monies it holds after settlement of any outstanding transactions, fees, charges and expenses to the Client.

 

Assignment

 

These Terms are only enforceable by the Client and CF and no other person shall have any rights under these Terms to enforce any provision of these Terms.

The Client agrees not to assign, transfer, dispose of or grant security over any of his rights and obligations under these Terms without CF’s prior written consent.

CF may assign or transfer any of its rights or obligations under these Terms or delegate all or any of its functions under these Terms to a third party. CF will give the Client written notice of any such assignment.

 

Prevention of Anti Money Laundering Legislation

 

CF has certain responsibilities under the Prevention of Money Laundering Act (Cap. 373, Laws of Malta) and regulations issued thereunder, with particular reference to the prevention of money laundering and the funding of terrorism. This includes seeking confirmation of the identity and permanent address of CF’s clients. CF also has responsibility to confirm the identity and permanent address of any third party connected to the Client’s Investment Account. The Client may be asked to provide documents to establish the correctness of the details provided by the Client to CF. Consistent with CF’s AML Policy, CF applies the following rules regarding the deposit and withdrawal of funds from clients’ investment Accounts: A client may have more than one investment Account with CF. Only the Account owner may deposit or withdraw funds to or from the investment Account. Upon withdrawal of funds from the investment Account, the funds will be sent to the same method by which they were deposited, or to a verified method owned by the investment Account owner. The Account owner must be the verified owner of any method used to deposit or withdraw funds from the investment Account. CF may request proof of ownership in this regard.

The Client undertakes and agrees that any information CF may request will be provided promptly and will be accurate. CF may restrict payments if they are to be made to third parties or to bank Accounts not in the Client’s name(s), or held in a jurisdiction outside the EU and the EEA.

 

Market Abuse

 

The Client warrants that he will not deliberately, recklessly or negligently, by any act or omission, engage in market abuse which includes the prohibited use of inside information and market manipulation nor will the Client engage in any prohibited activity under the Prevention of Financial Markets Abuse Act (Cap. 476, Laws of Malta) and regulations issued thereunder nor will the Client require or encourage any other person to do so.

 

Data Protection and Confidentiality

 

The Client hereby authorises CF to use any information and personal data pertaining to him for any purpose related to the provision by CF of the Services contemplated herein, including, but not limited to, determining the Client’s financial situation, verifying the Client’s identity, ensuring compliance with the formalities required under prevention of money laundering and funding of terrorism legislation and under prevention of market abuse and insider trading legislation, establishing, exercising or defending any legal claims and safeguarding the legitimate commercial interests of CF. The Client further authorises CF to communicate any such information and personal data to any of its officers, employees, agents and/or sub-contractors where such communication is necessary for the performance of any of the Services requested by the Client, or otherwise for identification, administrative, record-keeping, Accounting, sales and marketing, credit control, communication, statistical and similar purposes permitted by law. Furthermore, the Client authorises CF to disclose any such information and personal data where this is considered reasonably necessary by CF in connection with any proposed assignment, transfer, merger, acquisition, reorganisation or similar transaction in which CF may be engaged at any time.

The Client further authorises CF to communicate any such information and personal data to any public or governmental authority and/or to disclose any information before any court or adjudicating body of competent jurisdiction where such disclosure is compelled by law or authorised/ordered by a court or adjudicating body of competent jurisdiction.

The Client also authorises CF to share such information and personal data as is referred to herein with any other associated or affiliated company for the promotion of its services, provided that the Client may withdraw this authorisation at no cost by opposing to the sharing of such information by letter in writing to CF.

The attention of the Client is drawn to the mandatory provisions of the Data Protection Act, 2001, and the binding requirements thereunder (the “Data Protection Requirements”). CF declares that it has appropriate technical and organisational measures to protect the Client’s personal data against unauthorised or unlawful processing and accidental alteration, destruction or Loss and generally so as to ensure compliance with the Data Protection Requirements.

The Client has the right to require access and to inspect any personal data processed by CF. The Client shall also have the right to request CF to promptly rectify, block or erase any personal data that has not been processed in accordance with the Data Protection Requirements.

The Client agrees that any duty of confidentiality owed by CF is conditional on the representations and warranties made by the Client being true and complete in all respects and at all times and on the fulfilment by the Client of its obligations under this agreement. The Client further agrees that CF shall not be bound by any duty of confidentiality where disclosure is necessary, in CF’s absolute discretion, to safeguard its legitimate interests.

The Client’s personal information will be stored no longer than necessary for the purposes listed in these Terms. The Client has the right to request correction, modification, deletion, or blocking of such personal information if inaccurate, incomplete, or irrelevant for the purposes of the processing, or if processed in any other way that is unlawful. In certain circumstances, the Client may also have the right to object for legitimate reasons to the processing of such personal data in accordance with the procedures set forth in the applicable data protection regulations, and to seek other legal remedies available in connection with the processing of such personal information.

 

Marketing Material

 

The Client agrees to receive direct marketing material related to financial products. The Client’s has a right to request the Company to refrain from sending any marketing material by informing the Company in writing.

 

Complaints

 

The Complaints Handling Procedure (the “Procedure”) of CiliaFormosa Financial Advisors Ltd (the “Company”) shall provide the relevant information to eligible natural or legal persons wishing to lodge a complaint (the “Complainant”) to the Company.

The Procedure outlines the process to be followed in order to ensure that complaints are handled promptly, equally, fairly and efficiently.

 

Provision of Information

 

The Company shall:

• On request or when acknowledging receipt of complaints, provide written information regarding their complaints handling process;
• Publish details of their complaints handling process in an easily accessible manner. In this regard, the Company has published its Policy and Procedure on its website and also included information on lodging a complaint within its General Terms and Conditions;
• Provide clear, accurate and up-to-date information about the complaints handling process including:
  • Details of how to make a complaint; and
  • The process that will be followed when handling a complaint.
• Keep the complainant informed about further handling of the complaint.

 

Filing a Complaint

 

Complaints may be made free of charge and ideally in writing, addressed to the Complaints Management Function of the Company, using one of the following methods:

Email	compliance@ciliaformosa.com
Post	CiliaFormosa Financial Advisors Ltd, Triq id-Delu, Mosta, MST3355, Malta.

In case the complaint has been made verbally, the Company shall make a summary of the complaint and request the Complainant to confirm in writing the said summary and send a signed copy of the complaint to the Company.

The Complainant should provide the Company with as much detail as possible to enable the Company to resolve the concerns fairly, effectively and promptly. The Complainant should provide at least the following information:

• Name and address of the Complainant;
• Contact details of the Complainant (e.g. telephone number and/or email address);
• If the complaint is being handled by an external representative, include external representative name and contact details;
• A description of the complaint and how it affected the Complainant;
• Supporting documentation for the complaint; and
• When the incident(s) occurred.

 

Procedure for Responding to Complaints

 

The Company shall:

• Acknowledge receipt of complaint in writing within 2 business days of receipt of complaint;
• Should a complaint be made orally, the Company shall make a summary of the complaint and request the complainant to confirm the summary in writing and send a signed copy of the complaint to the Company;
• Seek to gather and investigate all relevant evidence and information regarding the complaint;
• Communicate in plain language, which is clearly understood;
• Provide a response without unnecessary delay, or at least, by no later than 15 business days from when the complaint was received. Where the investigation of a complaint is not completed within 15 business days from receipt of complaint, the Company shall:
  • Inform the complainant about the causes of the delay; and
  • Provide an indication as to when the investigation is likely to be completed.
• When providing a final decision in writing in terms of the complaint which does not fully satisfy the complainant’s request, the complainant may refer the complaint to the Officer of the Arbiter for Financial Services established under the Arbiter for Financial Services Act (Cap. 555).

The Arbiter for Financial Services can be contacted as follows:

Address	Office of the Arbiter for Financial Services First Floor, St. Calcedonius Square, Floriana FRN1530
Telephone	Freephone (local calls): 80072366 Telephone: (+356) 21249245

Further details may be found at: http://financialarbiter.org.mt

 

SFDR

 

As part of the sustainable finance package, the European Commission introduced the sustainability-related disclosure in the financial services sector regulation (“SFDR”). The SFDR lays down harmonised transparency rules for financial market participants and financial advisers on how to integrate environmental, social and good governance factors into the investment decisions and financial advice and also on the overall and product-related sustainability ambition. The SFDR requires financial market participants and financial advisers to make strategic business and investment decisions, which they must then disclose.

CiliaFormosa Financial Advisors Ltd (“CiliaFormosa”, “CF” or “Company”) has designed and implemented an Environmental, Social and Governance Policy (the “ESG Policy”). This policy outlines how the Company’s policies and procedures are consistent with the Company’s risk appetite, business strategy, objectives, values and interests and are simultaneously compliant with SFDR. The latest version of the ESG disclosures are available either in a printed version on request or on CF’s website http://www.ciliaformosa.com

When providing investment advice, the Company does not automatically exclude a particular product on Environmental, Social and Governance (“ESG”) grounds. Nevertheless, where applicable and appropriate, the Company shall favour products that promote and provide solutions that are consistent with ESG factors and shall limit investment advice in relation to products which have negative impacts on ESG.

Furthermore, ESG factors are not the primary determinants in the provision of investment advice. This is because the Company’s first priority is that a product is suitable for a particular client. By way of example, the Company must ensure that the risk tolerance and time horizon with respect to a particular product is in line with the client’s profile.

The Company provides investment advice on a limited number of investment options and therefore does not consider the principle adverse impacts of investment decisions on sustainability factors when providing investment advice. Nonetheless, the Company will endeavour to favour sustainable investments when providing investment advice.

 

SFDR Remuneration Policy

 

CiliaFormosa has designed and implemented a remuneration policy that ensures that CF maintains and applies a sound and prudent remuneration process which does not impair compliance with the company’s duty to act in the best interest of its customers, which identifies and manages any conflicts of interest, promotes sound and effective risk management and does not encourage risk taking which is inconsistent with the customer’s risk profile and the investment recommendations given to our customers.

The remuneration policy stipulates that the balance between the fixed and variable component of remuneration shall be reasonable and not encourage excessive risk taking.

Employees subject to the Remuneration Policy shall be assessed on their adherence to the Sustainability Risk Policy where this is relevant to their role. A copy of the latest version of this policy is available either in a printed version on request or on CF’s website http://www.ciliaformosa.com

 

Invalidity and severability

 

If any provision of this Agreement shall be found by any court, or adjudicating body of competent jurisdiction to be illegal, invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the remaining provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

 

Entire agreement

 

Save as otherwise expressly provided herein, these Terms constitute the entire agreement between CF and the Client and CF shall not be liable to the Client for Loss arising from or in connection with any agreement, representation, statement or undertaking made prior to the coming into effect of this agreement other than those agreements, representations, statements or undertakings which are expressly incorporated or referred to in these Terms.

 

Governing Law

 

These Terms are governed by and construed in accordance with Maltese Law. CF and the Client both submit to the exclusive jurisdiction of the Maltese Courts.