Special conditions of leveraged transactions and derivative transactions

Valid from 1 January 2018
The Bank shall enter into Leveraged Transactions and Derivative Transactions with Customers and allow Customers to enter, via the Bank, into Derivative Transactions with third parties in accordance with these Special Conditions of Leveraged Transactions and Derivative Transactions (hereinafter the “Conditions”).

  1. Terms and definitions

    .1 For the purposes of these Conditions, the terms and definitions stipulated in the General Conditions and the Conditions of Provision of Investment Services shall apply, along with the following terms and conditions:
    1. EMIR – Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories, and its implementing provisions;
    2. Instructions – the information sheet published on the Website, explaining the principles for calculating the Net Equity Ratio and other circumstances related to transactions entered into under these Conditions, along with the relevant examples;
    3. Account – the account, which is opened by the Bank for the Customer as specified in the Agreement, and which is used for keeping the funds, securities and/or other assets used by the Customer for entry into Transactions within the limits of the Bank's Securities Account, which is used for keeping the Customer's Securities or other assets on behalf of the Customer.
    4. Agreement – a contract which is concluded between the Customer and the Bank and under which the Bank and the Customer enter into Leveraged Transactions and/or Derivative Transactions and/or under which the Bank mediates the conclusion of Derivative Transactions;
    5. Net Equity Ratio – the ratio which is calculated based on the Value of Collateral and the Customer's obligations arising from the Agreement, and the purpose of which is to assess the adequacy of the Collateral Value, and which must be a minimum of 0.5, i.e. 50%. The Net Equity Ratio shall be calculated based on the formula provided in the Instructions;
    6. Collateral – the positive balance of Securities, funds and other rights registered on the Account;
    7. Value of Collateral – the market value of the Collateral, weighed with the rate of collateral established by the Bank and published on the Website. The Bank shall have the right to unilaterally change the rate of collateral established on particular Securities, funds or other rights;
    8. Transaction – a Leveraged Transaction and/or a Derivative Transaction;
    9. Derivative Instrument – a derivative security or a derivative contract in accordance with the applicable legal acts;
    10. Derivative Transaction – a derivative contract or a transaction with a Derivative Instrument, which the Bank allows to conclude under clause 5 of the Conditions;
    11. Free Equity – a loan limit, within which the Value of Collateral exceeds the value required for maintaining the Net Equity Ratio;
    12. Leveraged Transaction – grant of a loan against Securities under clause 3 of the Conditions, or borrowing of Securities under clause 4 of the Conditions.

  2. General provisions

    1. In addition to the Conditions, the following conditions, as published on the Website, shall be applied with regard to the Agreement an form an integral part of the Agreement:

      1. The Bank's Conditions of Provision of Investment Services;
      2. The Bank's General Conditions;
      3. Price List;
      4. other conditions and procedures set forth in the above conditions.
    2. The Parties are aware of their obligation, in the performance of the Agreement and in the conclusion of Transactions, to adhere, in addition to the Agreement, to the following restrictions, terms and conditions and rules and procedures, and of the fact that, with the declaration of intention to enter into a Transaction, the Customer confirms that the Customer has examined and accepts the restrictions, terms and conditions, and rules and procedures:

      1. Legal acts applicable with regard to the Securities serving as the object of the Transaction (including the relevant legal acts of the European Union and foreign countries);
      2. Conditions of Securities (including Derivative Instruments) serving as the object of the Transaction;
      3. Rules of the markets, trading systems and registers of securities relevant to the Securities serving as the object of the Transaction, as well as the best practice of such markets, trading systems and registers of securities.
    3. In case of any discrepancies between these Conditions and the conditions set forth in clause 2.1, the Conditions shall be applied.

    4. Regardless of the terms and conditions of the Agreement, the Customer shall not have the right to enter into the Transaction or to demand entry into or mediation of the Transaction by the Bank, and the Bank shall not be obliged to enter into or mediate the Transaction, if the entry into or mediation of the Transaction would violate the restrictions, terms and conditions, and rules and procedures stipulated in clauses 2.1 and 2.2.

  3. Loans against securities

    1. The Bank shall grant the Customer a loan, secured by the Collateral, for entry into transactions with Securities under these Conditions, allowing to overdraw the funds available on the Account within the limits of the Free Equity for entry into Securities transactions mediated by the Bank. Where the funds available on the Account are denominated in a currency other than the loan currency, the funds shall be recognised as Collateral in the calculation of the Free Equity, but shall not be considered as funds available on the Account for the purposes of this clause.

    2. The precondition for granting a loan against Securities is the availability of sufficient Collateral. The Bank shall not issue the Customer a loan in an amount which would condition a drop in the Customer's Own Funds below the limit established in the Conditions.

    3. Where dividends are paid or other provisions in money or Securities made to the Customer, or other monetarily appraisable rights are granted to the Customer for the Securities purchased with the loan, the Customer shall be obliged to immediately ensure transfer of such dividends, provisions and rights to the Account. Such disbursements or provisions shall be attributed to the Customer, and used for reducing the Customer's debt or enhancing the Free Equity.

    4. The Customer is obliged to repay the loan to the Bank by the last Banking Day of the month when the loan was granted. The Customer shall have the right to completely or partially repay the loan to the Bank prematurely, together with the unpaid interest accumulated, by submitting to the Bank the corresponding application and ensuring availability of sufficient funds on the Account, which can be debited by the Bank without the Customer's separate order. Upon the Parties' separate agreement, the Customer shall be obliged to transfer the loan, together with the payable interest, to the Bank's account.

    5. If the Customer fails to repay the loan by the established term, but the Customer's Net Equity Ratio exceeds the limit established with the Conditions and the Customer has appropriately performed all obligations arising from the Agreement, the term of repayment of the loan shall be automatically extended, pursuant to the terms and conditions valid at the moment of the extension, to the last Banking Day of the following calendar month, unless the Bank demands repayment of the loan.

    6. The Bank shall only disburse the loan in the currencies specified on the Website. Upon official replacement of the loan currency with another currency unit, the Bank shall have the right to unilaterally change the loan currency and convert the loan into the new currency at the expense of the Customer, based on the official exchange rate of the Bank. The Bank shall notify the Customer of the change in the loan currency via the Website.

  4. Lending of securities

    1. The Bank shall lend Securities to the Customer for transaction purposes under these Conditions, by submitting a transaction order, on behalf and at the expense of the Customer, with regard to the Securities at the disposal of the Bank (i.e. short sale).

    2. The precondition for lending Securities is the availability of sufficient Collateral. The Bank shall not lend the Customer Securities in an amount which would condition a drop in the Customer's Own Funds below the limit established in the Conditions.

    3. The Customer is obliged to return the borrowed Securities to the Bank by the last Banking Day of the month when the Securities were borrowed. The Customer shall have the right to prematurely return the borrowed Securities to the Bank at any time, together with the unpaid interest accumulated. To return the borrowed Securities, the Customer shall transfer the Securities equivalent to the borrowed Securities (Securities with the same specific characteristics and in the same amount) to the Bank account designated by the Bank, or submit to the Bank an order for the acquisition, at the expense of the Customer, of Securities equivalent to the borrowed Securities in the amount within which the Securities borrowed by the Customer would be considered as returned to the Bank. The Customer is obliged to compensate to the Bank any expenses incurred by the Bank in connection with the acquisition of Securities.

    4. The Bank shall have the right, at any time and without providing a reason thereof, to demand from the Customer premature return of the borrowed Securities either on a temporary or permanent basis, at the discretion of the Bank. Even though the Bank is not obliged to give the Customer any advance notice of the premature returning of the Securities, the Bank shall do so, if possible, within a reasonable period of time before the term of return. The Customer shall bear any risks arising from or related to the premature return of the borrowed Securities. The Customer is obliged to compensate to the Bank any expenses and damage arising from or related to the premature return of the borrowed Securities.

    5. If the Customer fails to return the borrowed Securities by the established term, but the Customer's Net Equity Ratio exceeds the limit established with the Conditions and the Customer has appropriately performed all obligations arising from the Agreement, the term of return of the borrowed Securities shall be automatically extended, pursuant to the terms and conditions valid at the moment of the extension, to the last Banking Day of the following calendar month, unless the Bank demands return of the borrowed Securities.

    6. Should the Customer fail to return or redeem the borrowed Securities by the established term (including where the Bank demands premature return), the Bank shall have the right to purchase Securities equivalent to the borrowed Securities at the expense of the Customer, and the Customer is obliged to cover the expenses related to such a transaction, for the conclusion of which the Bank has the right to debit the Account.

    7. If, during the loan period of the Securities, a proposal for redemption of the Securities is made or other information is published which, in the Bank's opinion, is bound to significantly affect the price of the borrowed Security, the Bank shall have the right to give the Customer orders related to the lending of securities, including to demand return of the Securities pursuant to the procedure provided in clause 4.4 of the Conditions. The Customer is obliged to adhere to the Bank's orders, bear any risks related to the materialisation of circumstances which give rise to and serve as the basis for such orders and any risks related to such orders, and shall be held liable for any damage caused to the bank through failure to comply with such orders.

    8. If, during the loan period, a bonus issue is carried out with regard to the borrowed Securities or extra Securities are issued to the current securities-holders by other means, without making a monetary contribution, the Customer shall be obliged, by the established term at the latest, to return to the Bank both the borrowed Securities and the extra Securities acquired by way of a bonus issue or other issues. If the Securities consist of subscription rights or other transferable rights, which grant the right to acquire Securities against a monetary contribution or without a monetary contribution, the Customer shall be obliged to immediately allow the transfer of such additional rights to and/or the exercise of such additional rights by the Bank.

    9. If, during the loan period, a takeover bid is made with regard to the borrowed Securities, or a bankruptcy, liquidation, reorganisation or other insolvency proceedings are initiated against the issuer of the Security, the term of return of the borrowed Securities shall be considered as fallen due, with the Bank having the right to demand immediate return of the borrowed Securities in accordance with clause 4.4 of the Conditions, as well as payment of the unpaid interest accumulated.

    10. If, during the loan period, the terms and conditions of the borrowed Securities are changed, or other corporate actions are taken, as a result of which the nominal value of the Security is reduced (e.g. split), the Customer shall be obliged to return to the Bank, at the latest by the established term, Securities in the amount which corresponds to the changes triggered by the above corporate events. If disbursements are made to securities-holders in connection with a corporate event (including interests, dividends or other profit allocations, disbursements associated with the reduction of the nominal value of the Security), the Customer shall be obliged to transfer the corresponding amounts to the Bank without delay. In the event of an increase in the nominal value of the Securities, the Customer's obligations to the Bank shall be restated accordingly.

    11. In case of other operations similar to the corporate events referred to in clause 4.10, the Bank shall recalculate the positions in the respective Securities.

  5. Derivative transactions

    1. The Bank shall allow the Customer, under these Conditions, to conclude with the Bank the Derivative Transactions designated by the Bank, or to conclude transactions with Derivative instruments which are traded on regulated markets or trading systems designated by the Bank, and the list of which has been provided in the Price List. Customers have the option of entering into Derivative Transactions on the corresponding regulated markets or trading systems within the scope allowed to the Bank and/or by the Bank to the Customer.

    2. The Bank shall have the right, before entering into a Derivative Transaction, to demand from the Customer availability of sufficient Collateral. The Bank shall not allow the Customer to enter into Derivative Transactions, if this would trigger a drop in the Customer's Net Equity Ratio below the limit established in the Conditions.

    3. The Bank shall allow the Customer to realise Derivative Instruments in money only, unless a separate agreement has been concluded between the Parties or unless the Bank allows execution via actual delivery or receipt of the underlying assets. As a general rule, the Bank does, indeed, allow for the realisation of options via the actual delivery and/or receipt of the underlying assets.

    4. In order to prevent realisation via actual delivery or receipt of the underlying assets (except if allowed by the Bank), the Customer shall be obliged to close his/her position in the corresponding Derivative Instrument in a timely manner, before incurring the obligation of actual delivery or receipt. If the Customer fails to close the position in the Derivative Instrument in a timely manner, the Bank shall have the right to do so itself, so as to prevent incurring the obligation of actual delivery or receipt The Customer shall bear the risk of closure of the position in the Derivative Instrument by the Bank, and shall hence waive any related claims against the Bank or the management or staff members of the Bank.

    5. The Bank shall not allow realisation of Derivative Instrument, if there are insufficient Free Equity on the Account. In such a case, the Bank shall have the right, but not the obligation, to dispose of the Derivative Instrument without the Customer's separate order. If the Bank does not exercise the above right, the Derivative Instrument may become worthless (e.g. option lapse). The Customer shall be aware of such circumstances, bear the risks arising from and related to such circumstances, and hence waive any related claims against the Bank or the management or staff members of the Bank.

    6. The Customer undertakes to compensate to the Bank any damage and expenses arising from or related to the exercise, by the Bank, of the rights established in clause 5 of the Conditions – above all, closure of the position in the Derivative Instrument or disposal of the Derivative Instrument on the initiative of the Bank.

    7. It is forbidden for the Customer to enter into unsecured Derivative Transactions via the Bank. The Customer is obliged to compensate to the Bank any damage (including indirect damage) and expenses arising from or related to the conclusion of such forbidden transactions.

    8. The Customer shall hereby grant the Bank the authorisation required for fulfilling, on behalf of the Customer, the regulatory notification obligations established by the EMIR and carrying out other operations arising from the Derivative Transactions entered into with the Bank, if so required by the EMIR. The Bank shall fulfil, on behalf of the Customer, the relevant notification obligations and carry out other operations only if the Customer has completed the preliminary operations required thereof (including issue of the LEI code and submission to the Bank of any information required for classification of the Customer and fulfilment of the obligations). The Customer shall bear any risk arising from the fulfilment of the regulatory notification obligation related to the Derivative Transactions, and the operations stemming from the EMIR, and shall hence waive any claims against the Bank or the management or staff members of the Bank. If the Customer wishes to fulfil the regulatory notification obligation related to the Derivative Transaction entered into with the Bank, or to carry out other operations required by the EMIR himself/herself or via a third party, the Customer shall submit to the Bank the corresponding application during the conclusion of the Derivative Transaction at the latest.

  6. Net equity ratio

    1. The Net Equity Ratio shall, at any moment, be a minimum of 0.5 - i.e. 50% (the limit for the Net Equity Ratio). This means that the Value of Collateral shall at least equal to the Customer's weighed contractual obligations at any given moment in time.

    2. The Customer shall ensure that entry into a transaction would not trigger a drop in the Net Equity Ratio below the limit established in the Conditions. Adherence to the above obligations is the precondition for entry into or mediation of a Transaction by the Bank. In case of failure to fulfil the obligation, the Bank shall have the right to exercise the rights stipulated in clauses 6.3 – 6.5 of the Agreement, and to dispose of the Collateral.

    3. A drop in the Customer's Net Equity Ratio below the limit established in the Conditions shall be deemed a fundamental breach of the Agreement, with the Bank having the right to unilaterally terminate the Agreement and demand immediate performance of the contractual obligations, or to apply other legal remedies.

    4. Without prejudice to the Bank's rights stipulated in clause 6.5, the Bank shall have the right, if the Customer's Net Equity Ratio changes and drops below the limit established in the Conditions, to demand from the Customer immediate enhancement of the Net Equity Ratio within the scope demanded by the Bank, or immediate return of the loan received from the Bank against Collateral, or Securities borrowed from the Bank, or partial or full closure of the open risk positions in Derivative Instruments with the aim of ensuring compliance of the Net Equity Ratio with the limit established in the Conditions.

    5. Where the Net Equity Ratio of the Customer has dropped below the limit established in the Conditions, the Bank shall have the right, without the Customer's transaction order and consent, to realise the Collateral with the aim of either (at the Bank's own discretion) enhancing the Net Equity Ratio or returning the borrowed Securities or the loan received from the Bank against Securities, or to partially or completely close the risk positions arising from Derivative Instruments.

    6. When entering into the transactions referred to in clause 6.5, the Bank shall be governed by the market value of the Securities on the regulated market or trading system. Should the Collateral available on the Account prove insufficient for satisfying the Bank's claims, the Bank shall have the right, without the Customer's transaction order and consent, to realise the assets available on the Customer's other accounts opened in or managed by the Bank, or to debit these accounts.

    7. The Customer confirms being aware of and consenting to that the Bank is not obliged to previously notify the Customer of the exercise of the rights arising from clauses 6.5 or 6.6, or to allow the Customer to enhance the Net Equity Ratio, as the market price of the Securities is liable to change quickly and thus cause further damage and incur further expenses for both the Bank and the Customer. The Customer shall bear the risks arising from and related to the decrease in the Net Equity Ratio and the associated operations, and hence waive any related claims against the Bank or the management or staff members of the Bank. The Customer is obliged to compensate to the Bank any damage caused to and expenses (including indirect expenses) incurred by the Bank in connection with the exercise of the rights established in clauses 6.5 and 6.6 of the Conditions.

  7. Collateral

    1. The Customer is obliged, prior to entry into a Transaction, to ensure availability of Collateral acceptable to the Bank on the Account opened for the Customer with the Bank, at least in the amount which would ensure that the corresponding Transaction would not trigger a drop in the Customer's Proportion of Own Funds below the limit established in the Conditions.

    2. The Bank shall have the right to unilaterally change the rate of collateral established on particular Securities, funds or other rights serving as Collateral, by publishing the corresponding information on the Website. In establishing and changing the rate of collateral for the Collateral, the Bank shall be governed by the relevant changes in the financial markets, including changes or expected changes in the market price and/or liquidity of the Collateral, the rate of inflation and the general outlook for economic growth. Considering the importance of the availability of sufficient Collateral, and given the volatility and efficiency of the financial markets and their quick response to any information and changes related to market conditions, financial instruments and/or issuers, the change of the rate of collateral for the Collateral is essentially associated with the ratio between the object and price of the contract, and the value delivered. The unilateral right to change the rate of collateral for the Collateral is the Bank’s precondition for entry into the Agreement.

    3. In order to guarantee fulfilment of the obligations arising from the Agreement or Transactions conducted or to be conducted by the Customer under these Conditions, the Customer shall encumber, with the right of pledge, the Collateral which is available on or which is to be transferred to the Account, together with all of the related rights, for the benefit of the Bank.

    4. Based on the Customer's authorisation, the Bank shall establish in the Estonian Central Register of Securities a pledge on the Securities covered by and to be purchased for the Collateral and kept via the Customer's account in the central register. The Bank shall have the right, at its own discretion, to determine the time and scope of the order of registration of the pledge in the Estonian Central Register of Securities.

    5. The Customer hereby grants the Bank the irrevocable authorisation and rights to submit to the Estonian Central Register of Securities the orders for registration of a pledge with respect to the Securities specified in clause 7.4.

    6. The Parties have agreed that the Bank may, at its own discretion, transfer the pledge to the Estonian Central Register of Securities on the following conditions:

      1. the Bank has an irrevocable right of disposal of the pledged Collateral;
      2. the Bank's written consent is required for transfer or disposal of the Securities;
      3. the pledge covers the shares to be issued with regard to the Securities covered by the Collateral.
    7. The Pledge shall be considered as established upon entry of the corresponding notation in the Estonian Central Register of Securities. The service charges and expenses related to the registration and deletion of the pledge shall be borne by the Customer in accordance with the Price List.

    8. The Securities covered by and to be purchased for the Collateral, which are kept on the Bank's Securities Account on behalf of the Customer, shall be considered as encumbered with a pledge as of the conclusion of the Agreement and each transfer of Securities to the Bank's Securities Account.

    9. The funds on the Account, which are covered by the Collateral, shall be considered as encumbered with a pledge as of the conclusion of the Agreement and after each transfer of funds to the Account.

    10. The Bank shall have the right, but not the obligation, to allow the Customer to exchange the Collateral or to partially release the Collateral from the Pledge, if the Proportion of Own Funds is sufficient.

    11. Where the Customer has not appropriately fulfilled, in front of the Bank, the obligations arising from the Agreement or the Transaction, the Bank shall have the right, without the Customer's separate consent or order, to satisfy all claims (including the contractual penalty, fine for delay and interest receivables) at the expense of the Collateral (including to dispose the Securities set up as Collateral). The Bank shall have the right to choose, at its own discretion, the assets set up as Collateral which will be disposed by the Bank, as well as the volume and order of the disposal.

    12. The Bank shall inter alia have the right to purchase Securities at the expense of the Collateral, so as to fulfil the Customer's contractual obligation to return Securities (closure of the short position) or to fulfil the obligations arising from and close the position in Derivative Instruments.

    13. The encumbering pledge on the Collateral shall expire when the Customer has appropriately fulfilled all obligations arising from the Agreement and Transaction, and terminates the Agreement. The Bank shall issue the order for deletion of the pledge in the Estonian Central Register of Securities.

    14. By signing the Agreement, the Pledgor shall grant the Bank the irrevocable right and authorisation to:

      1. use and dispose the funds on the Account for the purpose of fulfilling the obligations arising from the Agreement or Transactions.
      2. to submit, on behalf of, in the name of and on account of the Pledgor the order for disposal of the Security covered by the Collateral (including to give instructions and submit orders to the Estonian Central Register of Securities, including for transsfer of the Security to the account indicated by the Bank) and to perform other tasks related to the Collateral
    15. The Pledgor’s obligation shall be considered as fulfilled in the amount of the proceeds from the sale/disposal of the Collateral, less any costs related to the safeguarding and/or disposal of the Collateral. The remaining funds shall be returned to the Pledgor upon compensation of the above costs and satisfaction of the claim arising from the Secured Agreement.

    16. In order to satisfy its claims, the Bank shall have the right, without the Customer's separate order and consent, to debit the Customer's other accounts opened in the Bank within the extent of the claims.

    17. In case of establishment of a moratorium with respect to the Bank, declaration of bankruptcy, approval of a reorganisation plan or initiation of other similar insolvency proceedings, the Agreement and any Transactions entered into on the basis of the Agreement shall be considered as prematurely terminated as at 11:59 p.m. on the Banking Day preceding the establishment of the moratorium, declaration of bankruptcy, approval of the reorganisation plan or initiation of other similar insolvency proceedings

  8. Interest and transaction fees

    1. Upon entering into a Leveraged Transaction, the Customer is obliged to pay the Bank a fee (including interest and/or transaction fee) in the amount established by the Bank and specified in the Price List.

    2. The interest for lending of Securities shall be calculated based on the market value of the borrowed Securities as from the Banking Day on which the Securities were borrowed, and, in case of a loan, on the loan amount issued. Interest shall be calculated from the day of borrowing of the Securities or the day of disbursement of the loan until complete fulfilment of the contractual obligations.

    3. Interest shall be calculated for each calendar day, with the Bank calculating the interest amount on a daily basis. Interest shall be calculated on the basis of the actual number of days in a month, and a 360-day calendar year. Interest shall be paid once a calendar month, in the amount accumulated by (including) the final Banking Day of the corresponding calendar month, with the Bank debiting the interest for the particular calendar month from the Account on the fifth day of the following calendar month. If this day is not a Banking Day, the interest shall be debited on the first Banking Day, unless otherwise agreed between the Bank and the Customer.

    4. The Customer is obliged to ensure availability, on the Account, of sufficient funds for payment of interest in a timely manner, considering that the debiting must not trigger a drop in the Customer's Net Equity Ratio below the limit established in the Conditions. If the Customer fails to pay the interest in a timely manner, the Customer shall be obliged to pay to the Bank, upon the Bank's request, a fee for the processing of the debt in accordance with the Price List.

    5. The Bank shall have the right to unilaterally change the fee and interest rates pursuant to the procedure provided in the General Conditions. The Customer is aware of and consents to the Bank's right to unilaterally change the fee and interest rates (including the interest rates for the Customer's current loans). A unilateral change in interest rates without any advance notification shall be considered justified, above all, if the change is conditioned by the Bank's evaluation of the market prices of interest instruments traded on the interbank money market and any change forecasts thereof, the rate of inflation and the general outlook for economic growth. The Bank shall notify the Customer of the change in the interest rate via the Website.

  9. Refusal to provide services

    1. In addition to the legal basis stipulated in the Agreement and the General Conditions, the Bank shall have the right to refuse to provide the Service or enter into or mediate a Transaction at any time, including in the following cases:
      1. the transaction would trigger a drop in the Customer's Net Equity Ratio below the limit established in the Conditions;
      2. the circumstances forming the basis for the provision of the service to the Customer have fundamentally changed;
      3. the Customer is in fundamental breach of obligations arising from the Agreement or obligations arising from other agreements with the Bank or with another financing institution, of which the Bank is aware of;
      4. the transaction order has been placed with regard to a Security, with which the Bank does not allow to enter into transactions;
      5. on the basis stipulated in the rules of the corresponding regulated market or trading system or registers of securities, and on the basis of legal acts applicable to the particular Securities.
  10. Risks

    1. The transactions have a high risk level. The Customer is thus obliged, before entering into a transaction, to carefully weigh and assess the risks involved.

    2. An overview of the risks related to Securities, including Derivative Instruments and any transactions thereof, and other measures as well as the effect of Leveraged Transactions, has been provided on the Website. In addition to the risk of losing the entire investment, Leveraged Transactions or Derivative Transactions entail the risk of incurring monetary or other proprietary obligations (including future obligations).

    3. A more detailed description of the risks involved in entry, via the Bank, into transactions with a particular Security, including Derivative Instruments, may be provided by the regulated market or trading system where the particular Security is traded. Prior to entering into a transaction, the Customer is obliged to examine and keep himself or herself informed of the rules of the corresponding regulated market or trading system and the risk overviews provided by the same. The Customer shall bear the entire risk related to and liability for failure to examine such rules and data.

    4. Where the Customer has not been classified as a professional customer with regard to the conclusion of the particular Transaction (including Derivative Transactions), the risks involved with such a Transaction might not, in the Bank's opinion, be adequately grasped by the Customer, unless special circumstances related to the particular Customer provide reason to believe otherwise. The Bank hereby warns the Customer that entry into such Transactions may entail obligations and risks, which the Customer might not adequately take into account, and which the Customer might be unable to bear financially.

    5. The Bank shall not provide the Customer with investment advisory, tax advisory, legal advisory or other professional advisory services within the framework of this Agreement. If the Customer wishes to receive investment advice from the Bank, the Customer must enter into a corresponding agreement with the Bank.

  11. The customer's declarations and guarantees

    1. In addition to the declarations and guarantees stipulated in the Conditions of Provision of Investment Services and the General Conditions, the Customer shall declare and guarantee the following upon signing the Agreement and entering into each Transaction:
      1. the Customer has examined, fully comprehends and agrees to all terms and conditions applicable to this Agreement;
      2. the Customer is aware of the rules of the regulated market or trading system where the corresponding Security or Derivative Instrument is traded, and the risk overviews published thereof, and the Customer bears the entire risk related to and liability for failure to examine the rules and data;
      3. the Customer is aware of and understands all risks and obligations related to entry into Transactions, and stands ready to and is able to bear and assume such risks and obligations, including the risk of undertaking additional monetary or proprietary obligations (including future obligations) in addition to the risk of losing the entire investment;
      4. the Customer waives any claims against the Bank on the basis that the Customer was insufficiently informed of the risks involved with entry into Transactions;
      5. the Customer has not transferred or encumbered the Collateral; no restrictions or prohibitions have been established for the pledge of the Collateral to the Bank by legal acts, court judgements, decisions of administrative bodies or agreements that are binding for the Customer.
  12. Service fees, interest, debts, taxes

    1. The payment of service fees, interest, debts and taxes shall be governed by the provisions of the General Conditions and the Price List, subject to any specifications established with these Conditions.

    2. In the event of a breach of the Customer's obligations arising from the Agreement, the Bank shall have the right, in addition to other legal remedies, to charge a contractual penalty in the amount equivalent to a maximum of 5,000 (five thousand) euros for each violation of the Customer's obligation.

    3. The Bank shall have the right to charge a service fee on the day of entry into the particular Transaction, and the right to demand compensation for the costs incurred in connection with the performance of the Agreement upon incurring such costs. For payment of the service fee and compensation, the Bank shall have the right to debit the Account without the Customer's separate order.

  13. Termination of the agreement

    1. The Parties shall have the right to terminate this Agreement on the basis and pursuant to the procedure provided in the General Conditions and this clause.

    2. In addition to the provisions of the General Conditions, the Bank shall have the right to terminate the Agreement extraordinarily, without any advance notification, if:

      1. the Customer's Net Equity Ratio has dropped below the limit established in the Conditions;
      2. the Customer files an application for closure of the Customer’s central register account in the Estonian Central Register of Securities;
      3. the circumstances which formed the basis for entry into the Agreement have fundamentally changed, including if a bankruptcy caution has been issued, executive proceedings, reorganisation proceedings, bankruptcy proceedings or other proceedings have been initiated against the Customer, affecting the Customer's ability to fulfil the obligations arising from the Agreement;
      4. The Customer fails to fulfil the obligations arising from the Agreement and the applicable legal acts.
    3. The payment obligations arising from the Agreement and the Customer's obligations and/or the Bank's rights arising from clauses 6.5, 6.6, 7.11 and 7.12 shall expire only after complete fulfilment of the Customer's financial obligations arising from the Agreement. The Bank shall return the Collateral on the Account to the Customer upon complete payment of the Customer's debt arising from the Agreement.