General Business Terms and Conditions

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GENERAL BUSINESS TERMS AND CONDITIONS FOR TRADING IN FINANCIAL INSTRUMENTS, ETC. THROUGH DNB MARKETS
These general business terms and conditions (the “General Business Terms and Conditions”) have been prepared in accordance with the Norwegian Securities Trading Act and the regulations issued pursuant to it. These General Business Terms and Conditions supersede in their entirety earlier versions of the general business terms and conditions. Concepts which are defined in the Securities Trading Act have the same meaning when used in these General Business Terms and Conditions.
DNB Markets’ clients are assumed to have accepted these General Business Terms and Conditions as binding on themselves when they, after having received a copy of the General Business Terms and Conditions, submit orders to, or enter into contracts or carry out transactions with, DNB Markets.

1     In brief about DNB Markets

1.1    Contact information

DNB Markets
Register of Business Enterprises NO 984 851 006
Dronning Eufemias gate 30, NO-0021 Oslo
DNB Markets is part of DNB Bank ASA, and DNB Bank ASA is thus the legal counterparty in this and any associated agreements.
For further information regarding direct communication with DNB Markets, see
item 28.

1.2    Associated agents

DNB Markets may have agreements with associated agents. An overview of any such associated agents is posted on www.dnb.no/en/agreements.
Special rules in the Securities Trading Act apply when trades are executed through associated agents.

1.3    The services that DNB Markets is permitted to provide

1.3.1     DNB Markets has a licence to provide the following investment services:

  1. reception and transmission of orders on behalf of clients related to one or more financial instruments,
  2. execution of orders on behalf of clients,
  3. purchase/sale of financial instruments for own account,
  4. investment advice,
  5. the placement of public offerings as mentioned in chapter 7 of the Securities Trading Act, the placement of share issues, and the underwriting of share issues or offers to buy financial instruments.
  6. the safekeeping and management of financial instruments,
  7. credit,[1]
  8. advice on an enterprise's capital structure, industrial strategy and related issues, as well as advice and services in connection with mergers and acquisitions,
  9. services related to foreign exchange operations when these take place in connection with the provision of investment services,
  10. preparation and dissemination of investment recommendations, financial analyses and other forms of general recommendations relating to transactions involving financial instruments,
  11. services relating to underwriting,
  12. services relating to underlying commodity derivatives and derivatives as mentioned in section 2-2, fifth subsection, no. 5 of the Securities Trading Act when these services are linked to investment services or associated services as mentioned in this provision.

1.3.2     DNB Markets can also offer the following associated services:

1.4    Supervisory authority

DNB Markets is under the supervision of Finanstilsynet (the Financial Supervisory Authority of Norway).[2]

2     The scope of the General Business Terms and Conditions

These General Business Terms and Conditions apply to DNB Markets’ investment services and associated services in so far as they are appropriate, as well as to services relating to transactions in instruments that are related to financial instruments.
Separate agreements may be entered into, inter alia for the following transactions:
  1. the trading in and clearing of standardised (listed) derivative contracts,
  2. the trading in and/or clearing of non-standardised (OTC) derivative contracts,
  3. trading on credit,
  4. services in connection with the underwriting of share issues or other public offerings, including the placement of share issues or offers and services in connection with corporate mergers and acquisitions,
  5. the borrowing and lending of financial instruments,
  6. the safekeeping and management of financial instruments,
  7. the conclusion of interest-rate and foreign exchange contracts,
  8. the conclusion of contracts regarding charges and the provision of financial security,
  9. trading in commodity derivatives,
10. trading and settlement, including clearing in foreign markets,
11. online trading, including the direct transmission of orders to the Oslo Stock Exchange or another regulated market and programme trading, when applicable.
The General Business Terms and Conditions apply in addition to any separate agreements between DNB Markets and the client. In the event of any contradiction between any of the agreements mentioned above and the General Business Terms and Conditions, the afore-mentioned agreements are to take precedence.
Trading and clearing may also be regulated by separate trading rules/standard terms and conditions in the individual regulated markets and clearing houses where trading and settlement/clearing take place. In the event of any conflict between these General Business Terms and Conditions and/or any of the agreements listed above and such trading rules/standard terms and conditions, the trading rules/standard terms and conditions for the individual regulated market or clearing house shall take precedence.
In addition to the above, the services mentioned in item 1.3 may be regulated by the Norwegian Securities Trading Act, Central Securities Depository Act, Stock Exchange Act, Companies Acts, Sale of Goods Act, Contracts Act, Consumer Purchases Act (cooling-off period) and other relevant legislation.
In addition, DNB Markets is obliged to comply with the prevailing codes of business conduct for the individual markets, including ethical norms stipulated by the Norwegian Securities Dealers Association. The ethical norms and rules governing the handling of complaints regarding are posted on www.vpff.no.

3     Client classification

According to the Securities Trading Act, DNB Markets has a duty to classify its clients into the client categories retail clients and professional clients, including eligible counterparties. The Securities Trading Act and regulations contain provisions stipulating how this categorisation is to take place. DNB Markets will inform all clients in writing of the category into which they have been classified.
The classification is important for the extent of the client’s protection. The information and reports given to clients classified as retail clients are subject to stricter requirements than those given to clients classified as professional. In addition, according to the Securities Trading Act, DNB Markets has a duty to obtain information on the client in order to assess whether the service or the financial instrument/product in question is suitable or appropriate for the client, designated as the suitability test and the appropriateness test in regulations. The classification is important for the scope of these tests and for the assessment of “best execution” when carrying out trades for the client, see item 6.3.
The General Business Terms and Conditions apply both to clients classified as professional clients and retail clients. Clients classified as professional are nonetheless regarded as having the requisite expertise for assessing individual markets, investment alternatives, transactions and advice provided by DNB Markets. Professional clients cannot invoke rules and conditions that have been stipulated to protect retail clients.
A client may ask DNB Markets to change its client classification. Information on such reclassification and on the consequences of this may be obtained from DNB Markets.

4     The client’s responsibility for information given to DNB Markets, authorisations, etc.

In order to meet the Securities Trading Act’s requirement that a suitability test and appropriateness test must be conducted, DNB Markets has a duty to obtain information from clients. The client is obliged to give DNB Markets satisfactory, correct information on the client’s own financial position, investment experience and investment goals that is relevant for the desired services and financial instruments/products. The client is also obliged to inform DNB Markets of any major changes in information that has previously been given.
The client understands that DNB Markets is entitled to base its assessment of whether the service or the financial instrument/product is suitable or appropriate for the client on the information provided by the client and that DNB Markets will basically not conduct its own investigations.
The client also understands that, if DNB Markets is not given sufficient information, DNB Markets will not be able to determine whether or not the service or financial instrument/product is appropriate or suitable for the client. In the case of investment advice or discretionary management, the client will then be informed that the service in question cannot be provided. In relation to the other investment services, the client will in such cases be informed that the information given to DNB Markets is insufficient and that the service or product is thus to be regarded as inappropriate. Should the client, despite such a warning, still wish to have the service or product, this may nonetheless be provided.
The client undertakes to comply with the prevailing legislation, rules, terms and conditions that apply to the individual trading systems used for transactions. The same applies to settlement and clearing through the individual settlement or clearing houses.
The client warrants that its own trading and settlements take place in accordance with and within the scope of any permits and authorisations that apply to the client’s trading in financial instruments. If requested by DNB Markets, the client shall document such permits and authorisations. Should the client be a foreign enterprise, DNB Markets reserves the right to require the client to present, at the client’s expense, a reasoned legal opinion on the client’s permits and authorisations to enter into the trade in question.
The client shall, upon request, give DNB Markets an overview of the person or persons who may place orders, trade, enter into other agreements relating to financial instruments/products or is/are authorised to accept a trade on behalf of the client. A trade or acceptance from any such person is binding on the client unless DNB Markets did not act in good faith with respect to the individual’s authorisations. The client is responsible for keeping DNB Markets up to date at all times as regards who may place orders or accept a trade on behalf of the client. DNB Markets will not accept authorisations which stipulate limits for the individual client’s trading unless this has been agreed on in writing in advance. The client undertakes to ensure that the assets and financial instruments included in the individual assignment are free from liens, charges and encumbrances of any kind, such as a charge, security interest (possessory lien), attachment, etc. The same applies when the client acts as a proxy for a third party.
When selling financial instruments the client must have access to same, by virtue of either owning or having borrowed them. If so requested by DNB Markets, the client undertakes to specify where the financial instruments in question are available.

5     Risk

The client understands that investing and trading in financial instruments and other related instruments involve a risk of loss. The invested capital may increase or decrease in value. The value of the financial instruments depends, among other things, on fluctuations in financial markets. Historical price developments and yields cannot be used as reliable indicators of future developments in and yields on financial instruments. For more detailed information on properties linked to the various financial instruments and on the risk linked to trading in various financial instruments, please see the information posted on www.dnb.no/en/agreements. The client is encouraged to read this information before making investments or carrying out transactions. The client is responsible for evaluating the risk relating to the instrument and market in question.
The client should refrain from investing and trading in financial instruments and other related instruments if the client is not fully aware of and accepts the risk relating to such an investment or trade. The client is urged to seek the advice of DNB Markets and other relevant advisers and, if necessary, to seek additional information in the market before making a decision.
The client understands and agrees that all trades executed through DNB Markets, irrespective of whether any information, advice or recommendation has been obtained from DNB Markets, are carried out at the client’s own risk and based on the client's own judgement, and that the client is fully responsible for the decision. DNB Markets does not guarantee any specific outcome of a client’s trading.
The client is aware that the investment services that are offered will depend on the client's dialogue with the broker/dealer. If, for example, contact is sporadic and initiated by the client, the service provided by DNB Markets will normally represent "order transmission/order execution". Analyses prepared by DNB Markets, and the broker’s general market view, are generic and do not constitute investment advice. Such general recommendations will not be adapted to individual clients and are not regarded as investment advice as defined in Section 2-4 (1) of the Securities Trading Act.
The rates that are posted on www.dnb.no for some products offered by DNB Markets, for example currency exchange rates, are delayed. These rates are thus only indicative. Because they change constantly, the client cannot count on trading at the rates quoted on the webpage.

6     Orders and assignments – entering into contracts

6.1    Placing and acceptance of orders and entry into contracts[3]

Orders from clients may be placed orally or in writing. Restrictions may apply to orders placed via e-mail, SMS, Messenger, Bloomberg, Reuters and other messaging systems. Further information on this is available from DNB Markets. The order is binding on the client when it has been received by DNB Markets unless otherwise separately agreed. When it comes to trading in non-standardised derivatives (OTC) and in currency and interest-rate instruments, including currency exchange, a trading contract will be regarded as having been entered into with binding effect once the client and the broker have agreed on the terms and conditions for the transaction in question. DNB Markets will normally act as counterparty in this type of transaction.  
DNB Markets will not be obliged to carry out orders or enter into contracts that DNB Markets assumes may lead to a violation of any law that applies to or rules stipulated for the regulated market(s) in question. The client may not engage in programme trading to or via DNB Markets unless this has been specifically agreed on.

6.2    Assignment period for orders

For orders linked to trading in marketable securities and derivative contracts with marketable securities as underlying instruments, the order applies on the assignment date or until the regulated market where the order has been placed closes, and it thereafter lapses unless otherwise agreed or is apparent for the order type or order specification in question. For other assignments, the duration of the assignment is to be agreed on separately.
The assignment date is the date when the client’s order to DNB Markets to buy or sell financial instruments through or to/from another enterprise has been received by DNB Markets. When DNB Markets initiates a trade, the assignment date is deemed to be the date when DNB Markets contacts the client and the latter agrees to the purchase or sale of the financial instruments in question.
The order may be recalled if it has not already been carried out by DNB Markets.

6.3    Guidelines for executing orders

DNB Markets will endeavour to secure the client the best possible terms when carrying out received orders during the assignment period. DNB Markets has prepared order execution guidelines that, among other things, specify the trading systems in which transactions in various financial instruments are to be carried out. All trades will be executed in accordance with these guidelines unless the client has explicitly given other instructions. The order will in such event be carried out in accordance with such instructions.
The order execution guidelines must be separately approved by the client before DNB Markets carries out orders on behalf of the client.
DNB Markets reserves the right to aggregate the client’s orders with orders from other clients, persons or enterprises that are or are not linked to DNB Markets as described in the order execution guidelines. The aggregation of orders may take place if it is unlikely that aggregation in general will be a disadvantage for the clients. However, the client understands that in some cases the aggregation of orders may be disadvantageous.
DNB Markets also reserves the right to aggregate the client’s order with transactions carried out for DNB Markets' own account. If the total order is only carried out in part, the client’s order will generally be given priority over DNB Markets' order. However, an exception to this applies if DNB Markets could not have carried out the trade on equally favourable terms without the aggregation.
Orders from a client that normally trades for the account of a third party, i.e., for his employer or another natural or legal person, will be rejected if the client does not clearly specify the party on whose account the order is being placed when placing the order. Should the client simultaneously place orders for both his own account and the account of his employer or another natural or legal person, DNB Markets will give orders from the party the client represents higher priority than orders for the client's own account.

6.4    Further trading rules

When it comes to trades in financial instruments (equity instruments and debt instruments) that are listed on Oslo Stock Exchange/Oslo Axess, with the exception of derivative contracts, separate trading rules apply to the relationship between the client and DNB Markets. These rules deal with the registration of orders and trades in the trading system, including the order conditions that can generally be used and the rules governing prioritisation and validity, etc. More detailed information about this is posted on www.oslobors.no and www.osloaxess.no.
For trading which takes place in another Norwegian or foreign regulated market, the trading rules stipulated for the market in question apply to the relationship between the client and DNB Markets.
If there are questions related to individual trades, it is not unusual for the relevant market or supervisory authority to request details of the client's identity. In such situations, DNB Markets will forward such information in accordance with prevailing rules. In certain markets, the market place or relevant supervisory authority may also demand to be informed of the end client's identity, even if this is not a client of DNB Markets. In such situations, where transactions are executed on behalf of others, DNB Markets' clients must ensure that they can provide this customer information immediately through their client agreements. If necessary, they may be given the opportunity to send this information directly to the relevant market or supervisory authority instead of through DNB Markets.   

6.5    Cancellation of orders and transactions

According to relevant trading rules, the individual regulated market may under certain circumstances cancel orders and transactions. Such cancellation will be binding on the client.

7     Storing of communication between the client and DNB Markets

DNB Markets will record all telephone conversations related to the provision of investment services. In addition to sound recordings, communication through other channels will be stored by DNB Markets. Such data is to be stored for the length of time stipulated by prevailing law (at least 3 years), calculated from the contract date or equivalent. Sound recordings of conversations with the individual client may be retrieved by means of searches based, for example on the time of the call, the telephone number called and the relevant DNB Markets employee. DNB Markets may be ordered to hand the information over to public authorities and others that have the right to demand this according to law. In addition, information may be handed over to the Ethics Council of the Norwegian Securities Dealers Association, for instance in connection with the handling of complaints by clients, cf. item 26 of the General Business Terms and Conditions. Agents and other enterprises that cooperate with DNB Markets on the reception and transmission of orders and indications may have a duty to store information correspondingly.

8     Delivery and payment (settlement) of financial instruments in Norway

8.1    Marketable securities, mutual fund units, standardised financial forward/futures contracts and options, and commercial papers

For trading in Norway involving transferable securities in a regulated market, mutual fund units, standardised financial forward/futures contracts and options to buy or sell financial instruments registered in the Central Securities Depository (VPS), as well as commercial papers, the ordinary period allowed for settlement is three stock exchange days (T+2) unless otherwise agreed. By stock exchange day is meant any day on which the Norwegian stock exchange is open.
For instruments other than those mentioned in this item 8.1, the settlement period is in line with current market practice.
The period allowed for settlement is calculated as from and including the trading date up to and including the settlement date.
Settlement is conditional on the client making the necessary funds and financial instruments available to DNB Markets on or before the settlement date. Unless otherwise agreed separately, DNB Markets has the client’s permission and authorisation to, in accordance with the individual trade or transaction, debit the client’s bank account or submit a request to debit the client’s bank account, unless the bank in question demands that a separate written debit authorisation must have been provided by the client.
The client shall be regarded as having delivered financial instruments registered in the Central Securities Depository to DNB Markets when the financial instruments have been received in one of DNB Markets' securities accounts in the Central Securities Depository or in another securities account in the Central Securities Depository specified by DNB Markets.
The client undertakes to deliver the sold financial instruments to DNB Markets or to release the sold financial instruments in the client’s securities account in the Central Securities Depository or another corresponding register by the settlement deadline. Unless otherwise agreed in writing, the placing of an order to sell financial instruments or acceptance of a sales offer means that DNB Markets is authorised to instruct the client’s account operator to release the financial instruments in question. The delivery of physical financial instruments must take place in accordance with a separate agreement with DNB Markets.
The client shall be regarded as having paid the purchase price to DNB Markets once the amount is credited to DNB Markets' bank account, with a value date not later than the settlement date.

8.2    Foreign exchange (spot)

When it comes to foreign exchange trading (spot), the ordinary period allowed for settlement is three banking days (T+2) (including the trading day), unless otherwise agreed. By banking day is meant any day on which banks in the market in question are open. The settlement period is calculated as from and including the trading date up to and including the settlement date.

8.3    Other financial instruments

Special settlement deadlines and settlement rules apply to other financial instruments. These settlement rules and settlement deadlines will be specified in the separate contracts listed in item 2, subsection two, and may sometimes be specified in the product information that has been prepared for the individual product. When it comes to trading in non-standardised derivatives (OTC) and trading in currency and interest-rate instruments, including currency exchange, the settlement deadlines and settlement rules may be agreed when the contract is entered into. In such event, the settlement deadlines and settlement rules will be specified in the confirmation sent to the client after the contract has been entered into.

9     Reporting of performed services – confirmation of contracts and executed orders

By means of a contract note/confirmation or in some other manner, DNB Markets will immediately report to the client the services it has performed or the contracts that have been entered into. If relevant, the contract note/confirmation will also include information about fees and charges related to the trade carried out for the client. Apart from this, the contract note/confirmation will contain information required in accordance with prevailing law.
Upon receipt of confirmations that are to be signed by the client, the client must check and sign them and then return them to DNB Markets as specified in the confirmation or otherwise agreed with the client. If the client fails to report errors in the confirmation due to inadequate checking of same, in accordance with item 10 below, this may result in the customer being bound by the contents of the confirmation even they differ from what was agreed. 
DNB Markets reserves the right to correct obvious errors in the contract note or other confirmation. Such corrections shall be made as soon as the error is discovered.
The delivery of financial instruments registered in the Central Securities Depository may be confirmed by a notification of changes from the Central Securities Depository if the client has agreed with the account operator that the client is to receive such confirmations.

10   Complaints to DNB Markets by the client

After the transaction has been executed, the client will receive a contract note or other confirmation in the form and through the medium agreed with DNB Markets. If no such confirmation has been received within a normal time span, the client must notify DNB Markets as quickly as possible and at the latest by the end of the next stock exchange day/banking day. The client must check the contract note or other confirmation immediately upon receipt. If the client chooses to object because something in the contract note/confirmation is not in conformity with the order, a complaint should be made as quickly as possible after receipt of the contract note/confirmation, preferably on the same stock exchange day/banking day and no later than the next stock exchange day/banking day. Different time limits for confirmation may apply. Should the client fail to complain or complain too late, the client may be bound by the contract note/confirmation even if it is not in conformity with the contract/conditions agreed for the trade.
If the financial instruments are not delivered to the client by the settlement date and the client has made the necessary funds available to DNB Markets, the client must immediately contact DNB Markets and give DNB Markets notice of termination if the client wishes to invoke the delay as grounds for terminating the contract. However, the notice of termination will not have any effect if the client receives fulfilment within two stock exchange days after such a notice of termination is received. During this period, the client is not entitled to enter into an offsetting contract for DNB Markets' account and risk.
“Immediately” in the previous paragraph is understood to mean the same day or – if a complaint or objection could not be submitted during normal office hours – at the latest by the end of the next stock exchange day. The deadline is stipulated based on whichever is the earlier of:
  • the date when the client discovered or ought to have discovered that delivery had not taken place by checking the Central Securities Depository account, by using an electronic confirmation system, by receiving information from a fund manager or in some other way,
  • the date when a notification of a change from the Central Securities Depository arrived at or, according to the time stipulated for normal postal deliveries, ought to have arrived at the address stated by the client.
If payment to the client has not taken place by the time stipulated in the contract and the client has delivered the financial instruments in question or made these available to DNB Markets, the client must, as soon as he has ascertained or ought to have ascertained that no settlement has been received, contact DNB Markets and give notice of termination to DNB Markets if the client wishes to invoke the delay as grounds for terminating the contract. The client may only terminate the contract if the delay is significant.
A partial delivery to the client does not entitle the client to terminate the contract unless the client has expressly stipulated full delivery.
The deadlines for complaints about currency trades are to be calculated on the basis of banking days and not stock exchange days.
When it comes to purchases or sales of financial instruments through DNB Markets, the normal rules governing the invalidity of contracts shall apply correspondingly to the relationship between the buyer and seller. Should the client wish to assert that a contract is not binding due to invalidity, the client must submit an objection regarding this as soon as the client discovers or ought to have discovered the circumstances that are invoked as the basis for such invalidity. (In any event, the objection must be put forward within six months of entry into the contract.) Such an objection will have the effect on DNB Markets that follows from the normal rules governing the invalidity of contracts.
With respect to any other claims against DNB Markets, the client loses the right to make present such claims unless the client submits the complaint without undue delay after the client has discovered or should have discovered the circumstances on which the claim is based.
Verbal complaints or objections must be promptly confirmed in writing.
If the client fails to present a complaint within the time limit specified above, the right to complain is to be regarded as having lapsed.
If DNB is the client's "Account Operator for Investor" in accordance with item 16, second paragraph herein, the client shall promptly report any errors in items registered on the VPS account to DNB. If DNB does not receive any such report by the end of the stock exchange day after the client received the change notice from VPS, the client shall be deemed to have accepted the item(s) registered by DNB.

11   Cooling-off period

According to the Norwegian Act relating to a cooling-off period in connection with certain consumer purchase contracts, etc.[4], there is no cooling-off period for the services and trading in financial instruments that are covered by the General Business Terms and Conditions. Notwithstanding, if the client changes his mind and wants to cancel a contract, the client should promptly contact DNB Markets.

12   Trading abroad, including safekeeping of clients’ assets

When it comes to trading in and settlement of trades in foreign financial instruments, reference is made to the trading rules and settlement or delivery conditions stipulated in the country or by the regulated market where the financial instruments were bought or sold. Reference is also made to the separate contract that must be entered into for this type of trade, cf. item 2, no. 10.
Should financial instruments or client assets be stored in another jurisdiction in connection with the provision of investment services or associated services, DNB Markets will inform the client of this. The client understands that his rights in connection with such assets may deviate from those which apply in Norway. The client also understands that settlement and the provision of collateral in foreign markets may mean that assets belonging to the client that have been used to effect settlement or pledged as collateral are not kept separate from the assets of the foreign investment firm and/or settlement representatives used by DNB Markets. The client understands and agrees that he bears the risk attached to his own assets that are transferred to foreign banks, investment firms, clearing agents, clearing houses, etc., for the purpose of effecting settlement or pledging collateral, and that DNB Markets' liability to the client for such assets is limited in accordance with the laws and regulations in the country or market in question. Notwithstanding, DNB Markets accepts no liability other than that laid down in Norwegian law, cf. item 18, unless this has been agreed in writing with the client.

13   Breach of contract

The client shall be considered to have breached his obligations under these General Business Terms and Conditions if, among other things:
  1. the delivery of financial instruments or money is not effected within the agreed settlement deadline or the client fails to meet any other significant obligation under the General Business Terms and Conditions,
  2. the client enters into a separate agreement with his creditors regarding a deferment of payments, becomes insolvent, enters into debt negotiations in any form, suspends payments, has bankruptcy proceedings initiated against him or is placed under public administration,
  3. the client's financial position deteriorates and this significantly reduces the client's ability to perform obligations that follow from the General Business Terms and Conditions and the client fails to furnish additional collateral as security for the client's performance of agreements under the General Business Terms and Conditions by the deadline stipulated by DNB Markets,
  4. the client shuts down his business or substantial parts thereof
  5. the clients dies, or is placed under guardianship, or other circumstances arise as a result of which the client is unable to perform his contractual obligations under the General Business Terms and Conditions.
In the event of a breach of contract, DNB Markets is entitled but not obliged to:
  1. Declare that all unsettled trades have been breached and unexecuted orders are thereby cancelled and terminated.
  2. Enforce its rights against the collateral pursuant to section 12-2 of the Securities Trading Act.
According to section 12-2 of the Securities Trading Act, DNB Markets is entitled to retain the financial instruments that DNB Markets has purchased for the client.
If the client fails to pay the purchase price within three – 3 – days after the settlement deadline, DNB Markets may, unless otherwise agreed in writing, without further notification sell the financial instruments for the client’s account and risk to cover DNB Markets' claim. Such a sale shall normally take place at the stock exchange price or a price that is reasonable given the market situation. If the financial instruments in question have been transferred to the client’s securities account with the Central Securities Depository or another corresponding register for financial instruments, the client shall be regarded as having released the financial instruments or as having authorised such a release in order for the cover sale to be carried out.
  1. Realise assets other than those covered by item 2 above, and the client is regarded as having agreed to such an enforced sale through an independent broker, cf. section 1-3, second subsection of the Enforcement of Claims Act.
  2. Close all the positions for which collateral has been pledged and/or a margin is calculated.
  3. Offset all of DNB Markets' claims against the client arising from other financial instruments and/or services, including claims for brokerage, outlays to pay taxes and duties, claims for interest, etc., and expenses or losses incurred as a result of the client's non-performance of one or more obligations to DNB Markets, against any credit balance the client has with DNB Markets on the date of the breach, irrespective of whether the claims are denominated in the same or different currencies. Claims in foreign currencies are to be converted into NOK at the market rate that applies on the date of the breach of contract.
  4. For the client's account and risk, take the steps DNB Markets deems necessary to cover or reduce the loss or liability arising from agreements entered into for or on behalf of the client, including reversing transactions.
  5. Should the client fail to deliver the agreed performance or amount, which includes failing to deliver the financial instruments to DNB Markets at the agreed time, DNB Markets may immediately carry out off-setting transactions or borrow financial instruments for the client's account and risk in order to meet its obligation to deliver to the purchaser. Correspondingly, DNB Markets may carry out the actions it deems necessary to reduce the loss or liability arising from the client’s breach of a contract with DNB Markets, including actions to reduce the risk of loss linked to changes in currency exchange rates, interest rates and other rates or prices to which the client’s trade is linked. The client undertakes to cover any loss incurred by DNB Markets with the addition of interest on arrears and charges, if any.
  6. Demand reimbursement of all expenses and losses that DNB Markets has incurred as a result of the client's breach of contract, including, but not limited to, share price losses in the case of off-setting transactions and reverse transactions, expenses incurred in connection with borrowing financial instruments, interest expenses, losses due to changes in currency exchange rates, interest expenses, etc., and other charges for late delivery.
The provisions of the Sale of Goods Act relating to anticipatory breach, including cancellation in the event of such a breach, otherwise apply.
In the event that transactions are executed as a consequence of a client's breach or anticipatory breach of contract, the client bears the risk, pursuant to item 13, no. 8 above, of price or market fluctuations through to the completion of the transaction, however in such a way that any gain does not accrue to the client unless the client can prove that he could have fulfilled his obligation on the settlement date and it was through no fault of his that settlement was not effected. This applies regardless of whether the transaction is an off-setting transaction undertaken by DNB Markets, or a transaction carried out by the client after DNB Markets had sent notice that remedy for breach of contract would be implemented.

14   Interest in the event of default

In the event of default by DNB Markets or the client, penalty interest shall accrue at the prevailing interest rate, cf. the Act relating to interest on overdue payments[5], unless otherwise specifically agreed.

15   Remuneration

DNB Markets' remuneration in the form of brokerage, price or exchange differences etc., plus charges related to trading and clearing, if any, will be subject to individual agreement.
Brokerage is a commission (remuneration) that is added to or deducted from the value of the financial instruments which the client buys or sells. Brokerage is normally specified as a percentage. Up to a specific investment amount, the client pays a specific minimum brokerage. Alternatively, the remuneration may be calculated as a difference in price, i.e., a mark-up on the buying price or a deduction from the sales price.
Prior to a service being provided, the client will receive more information on payment conditions and the total expenses the client is to pay for the individual financial instrument, investment service or associated service. For services where the remuneration is based on price or exchange differences, the information given to the client will be limited to the buying or selling price at which the client may execute the trade. (The client will not be informed of the difference between the buying and selling price without having explicitly requested this). For some product groups, the information must include specifications of commissions, charges and all taxes and duties that are payable via DNB Markets. If the expenses relating to these product groups cannot be specified precisely, the basis for calculation shall be specified, if possible. In addition, to the extent this is possible any other relevant taxes and/or charges that are not payable or imposed via DNB Markets shall be specified.
DNB Markets reserves the right to deduct expenses mentioned in the first paragraph, as well as any taxes, purchase taxes, etc., from the client's credit balance.
In the event that a trade is not executed, DNB Markets will not demand any remuneration unless otherwise specifically agreed.

16   Administration – account administration in the Central Securities Depository (VPS)

Failing a contrary agreement, the provisions of this section 16 apply to operating accounts held in VPS and safekeeping/custody.
If DNB is to serve as the client's Account Operator for Investor in VPS, DNB shall be authorised to register the transactions on the VPS account that follow from the client's instructions, which includes transferring marketable financial instruments the client has given DNB Markets orders to sell. The customer understands and agrees that financial instruments he buys or subscribes for will be registered on the relevant VPS account, if no other account is specified in the order. DNB Markets will be given the right to view the client's holdings in the VPS account. The client also understands and agrees that when DNB markets registers transactions on the VPS account, this must be done in conformity with the provisions of the VPS Business Terms and conditions that are posted on VPS' webpage http://www.vps.no/vps_eng/vps.no/Account-operator, and in accordance with prevailing laws and regulations.
DNB Markets may enter into an agreement with another depository regarding the administration or safekeeping of the client's financial instruments. The choice of such a depository will be made to the best of DNB Markets' ability, and the client shall be assumed to have accepted the choice of depository unless otherwise stipulated in the separate administration and depository agreement. DNB Markets accepts no responsibility for any breach by such a depository in dealing with or managing the client's assets.

17   Authorised representatives (intermediaries), managers and settlement agents

If the client places orders or assignments as an authorised representative, manager, settlement agent or the like for a third party, the client and the party on whose behalf or for whom the client is acting are jointly and severally liable to DNB Markets for that third party's obligations to DNB Markets to the extent that the obligations are a consequence of the client's orders or assignments.
Should the client make use of a manager, settlement bank or other intermediary, this must be regulated in a separate agreement. The use of such intermediaries does not exempt the end client from his responsibilities under these General Business Terms and Conditions.

18   Safekeeping of clients’ assets – client accounts

DNB Markets will ensure that the client's assets are held separately from DNB Markets' own assets and, as far as possible, protected from DNB Markets' other creditors. The client will be credited with interest earned on his capital in accordance with DNB Markets' general terms and conditions.
Funds which are being held in safekeeping for the client by DNB Markets will be deposited in DNB Markets' client account with DNB Bank ASA or another credit institution or approved money-market fund subject to the written consent of the client. This account may be a combined account for funds held in safekeeping for multiple clients by DNB Markets. Should the credit institution be wound up, the account will be covered by the rules governing the Norwegian Banks’ Guarantee Fund. Up to NOK 2,000,000 of the balance on a client account in a credit institution that is a member of the Norwegian Guarantee Fund Scheme will be covered. The client’s right to claim compensation for funds in a client account will, in such cases, be reduced correspondingly. If the funds are deposited in a credit institution that is not a member of the Norwegian Guarantee Fund scheme, the guaranteed amount will be stipulated in the rules for the guarantee scheme in the country where the credit institution is a member. Here, too, the right to claim compensation may be reduced.
If the client’s financial instruments are registered in the Central Securities Depository (VPS) or a similar securities register, they will be transferred to the client’s account with this register. If a financial instrument is not registered, it will be held in safekeeping by a bank or other depository. Should a registry, bank or other depository become insolvent, the client’s financial instruments will normally be protected as a claim kept separate from the assets of an insolvent debtor.
DNB Markets shall not be liable to the client for funds that have been transferred to client accounts with a third party (including combined accounts) provided that such a third party has been chosen in accordance with prevailing law and DNB Markets has otherwise complied with normal requirements of due care. This will also apply if a third party becomes insolvent or goes bankrupt. For further information on disclaimers of liability, see item 19.
If information is not provided in any other manner, DNB Markets will send the client an overview of the assets it is holding in safekeeping for the client each year. This does not apply if such information is included in other periodical overviews.[6] DNB Markets may not use financial instruments that DNB Markets is holding for safekeeping on behalf of the client unless otherwise separately agreed.
For separate rules applying to trading and settlement in foreign markets, cf. item 12.

19   Liability and exemption from liability

DNB Markets is liable to the client for the performance of purchase or sales contracts it has entered into on behalf of or with the client. However, this does not apply if the client has approved the other party as the other party to the deal in advance.
DNB Markets accepts no liability for settlement if the client does not make available to DNB Markets the agreed funds and/or financial instruments on or before the settlement date. DNB Markets shall also not be liable if an unsuitable or inappropriate service is provided as a result of the client having given DNB Markets incomplete or incorrect information, cf. item 4.
DNB Markets accepts no liability for indirect damage or loss that the client incurs as a result of the client’s contract(s) with third parties lapsing in whole or in part or not being correctly performed.
Furthermore, DNB Markets and its employees are not liable for the client’s losses as long as DNB Markets or its employees have complied with normal requirements of due care when providing advice or carrying out orders or assignments. In the event that DNB Markets has used credit institutions, investment firms, clearing houses, managers or other similar Norwegian or foreign intermediaries, DNB Markets or its employees will only be liable for these intermediaries’ acts or omissions if DNB Markets has failed to use reasonable care when selecting its intermediaries. If intermediaries as mentioned in the previous sentence have been used in accordance with instructions from or as demanded by the client, DNB Markets shall not be liable for errors or breaches by these intermediaries.
DNB Markets is not liable for loss or damage due to impediments or other factors outside DNB Markets' control, including power outages, errors in or disruptions of electronic data processing systems or telecommunications networks, etc., fire, water damage, strikes, amendments to legislation, orders or injunctions issued by the authorities or similar circumstances.
If a transaction is carried out in a Norwegian or foreign regulated market in accordance with the client's instructions or requirements, DNB Markets will not be liable for errors or breaches committed by this regulated market or any associated clearing house. The client is thus assumed to understand and agree that the individual regulated market or individual clearing house may have its own rules regarding its liability to members of the regulated market or clearing house, clients, etc., including different disclaimers of liability.
DNB Markets shall not be liable in cases where a delay or omission is due to the suspension or termination of monetary or securities clearing and settlement due to circumstances outside DNB Markets' control.
Limitations on DNB Markets' liability in addition to those stated above may follow from a separate agreement with the client.

20   Withholding of taxes, etc.

When trading in foreign markets, DNB Markets may be obliged, pursuant to law, regulation or a tax treaty, to withhold amounts corresponding to various forms of taxes and duties. The same may apply in connection with trading in Norway on behalf of foreign clients.
In the event that such withholding is to take place, DNB Markets may provisionally calculate the amount in question and withhold this amount. When a final calculation is available from a competent authority, any excess amount withheld as tax shall be paid to the client as quickly as possible. The client is responsible for producing necessary and correct documentation.

21   Termination of the business relationship

Trades or transactions that are under settlement at the time when the business relationship is terminated shall be carried out and completed as soon as possible. On the termination of the business relationship, DNB Markets shall arrange a final settlement in which DNB Markets is entitled to offset any amounts owed to DNB Markets, including brokerage, taxes, duties, interest, etc., against the client's credit balance.

22   Conflicts of interest

DNB Markets will endeavour to prevent conflicts of interest from arising.
DNB Markets has guidelines and rules for ensuring that DNB Markets' business areas operate independently of each other so the client’s interests are satisfactorily safeguarded. DNB Markets will place special emphasis on there being satisfactory information barriers between the departments providing corporate finance and advisory services and other departments, and between DNB's banking activities and the ordinary trading activities in DNB Markets.
DNB Markets also has a special duty to ensure that the client’s interests take precedence over DNB Markets' interests and over the interests of persons with direct or indirect control of DNB Markets. Similarly, individual clients are not to be unfairly favoured at the expense of other clients.
Should DNB Markets have a particular interest above and beyond that of ordinary earnings, for example as a result of its own positions of a certain size in the financial instruments to which the advice refers, this interest will be disclosed.
This, along with the separate confidentiality provisions which apply, may result in DNB Markets employees who have contact with the client being prevented from using or being unaware of information that is available within DNB Markets and which may be relevant for the client’s investment decisions. In certain cases, the client’s contact person(s) in DNB Markets will not be permitted to give advice on specific investments. In such cases, DNB Markets will not be at liberty to explain why it cannot provide advice or carry out a specific order.
DNB Markets and its employees may have interests of their own in relation to the transactions the client wishes to make. This may be a consequence of:
  1. corporate finance or advisory services for the investment object in question,
  2. the provision of guarantees or participation in underwriting syndicates,
  3. market-making and other forms of trading for own account,
  4. advisory services and the execution of orders for other clients,
  5. unpublished investment analyses, etc., prepared by DNB Markets,
  6. the employees' own investments.

23   Provision of security

DNB Markets is a member of the Norwegian Investor Compensation Scheme in accordance with the Securities Trading Act.
The Compensation Scheme provides compensation for claims ensuing from its members’ inability to repay money or return financial instruments that are stored, administered and managed by the members in connection with the provision of investment services and/or certain additional services. Each client is covered for up to NOK 200,000.
This scheme does not cover claims arising from transactions covered by a legally enforceable money laundering conviction or in cases where clients are responsible for or have benefited from circumstances that affect DNB Markets when such circumstances have caused financial problems for DNB Markets or contributed to a worsening of DNB Markets' financial situation. Nor does the scheme cover claims from financial institutions, credit institutions, insurance companies, investment firms, securities funds and other collective management enterprises, pension institutions and pension funds, or from any of the companies in the same group as DNB Markets.

24   Measures to combat corruption and money laundering

DNB Markets is not permitted to offer its services to companies or individuals that are involved in corruption or bribery, or have business associates that are involved in such activities. If an existing client is found to be involved in or associated with any such activity termination of the customer relationship will be considered.
When establishing a customer relationship, DNB Markets is obliged to conduct customer due diligence. This means, among other things, that clients must document their identity and the identities of any beneficial owners (the latter only applies to businesses) and specify and document any powers of attorney or powers of representation and give DNB Markets information about the origin of funds. DNB Markets is required to continuously monitor customer relationships and transactions associated therewith. The aforementioned information is necessary in order for DNB Markets to at all times meet its obligations pursuant to rules following from the prevailing Act relating to measures to combat money laundering and the financing of terrorism etc.
The client understands and accepts that DNB Markets is or may be required to provide public authorities with all relevant information regarding its relationship with the client or individual transactions. This may be done without the client being informed that such information has been provided.
Pursuant to the prevailing Norwegian Money Laundering Act, DNB may not establish a customer relationship or execute transactions if customer due diligence cannot be conducted. Moreover, an established customer relationship shall be terminated if the continuation of the customer relationship entails a risk of transactions associated with proceeds of crime.

25 Sanctions

DNB Markets is subject to laws and regulations entailing an obligation for DNB Markets to comply with sanctions. DNB Markets is thus prohibited from having customer relationships with sanctioned companies or individuals or entities/individuals that have dealings with sanctioned companies/persons.

26   Duty to provide information to the authorities, complaints body, etc.

Notwithstanding the statutory duty of confidentiality, DNB Markets will furnish information on the client, the client's transactions, and the balance on the client account, etc., to any public bodies that demand such information pursuant to prevailing law.
The client is assumed to have agreed that information which is subject to a duty of confidentiality may also be given to any regulated markets, clearing houses, etc., that request such information pursuant to laws, regulations or other rules laid down for these bodies. Similarly, the client is assumed to have agreed to such information being furnished to the Ethics Council of the Norwegian Securities Dealers Association or the Financial Complaints Board (Finansklagenemnda) if this is necessary for handling complaints.

27   Amendments

DNB Markets reserves the right to amend the General Business Terms and Conditions. Significant amendments take effect as of the date when they are notified in writing to the client. The client is regarded as having agreed to receive notification of amendments by e-mail if the client has informed DNB Markets of his/her e-mail address. Other amendments come into force from the date when they are published on DNB Markets' website. Amendments will not have any effect on orders, trades, transactions, etc., that have been agreed or completed prior to the date when the amendments are notified.

28   Notifications, language and authorisations

The client’s written notifications are to be sent by letter, telefax or, subject to agreement, by SWIFT or some other form of electronic communication. Notifications sent by fax are to be confirmed by sending the original letter unless something to the contrary follows from these General Business Terms and Conditions. If the client knows or ought to know which unit in DNB Markets is the proper recipient, the notification must be sent to the unit in question. Otherwise it shall not be regarded as having been received by DNB Markets. The client may communicate with DNB Markets in Norwegian or English, or another language if so agreed.
When establishing the customer relationship, the client shall give DNB Markets his/its personal ID number/organisation number, address, telephone and telefax number, as well as any electronic addresses and specify any authorised representatives. The same applies to bank accounts and securities accounts in the Central Securities Depository or other corresponding register. DNB Markets must be promptly notified of any changes.

29   Interpretation

In the event of any contraction between these General Business Terms and Conditions and legislation that may be waived by agreement, the General Business Terms and Conditions are to take precedence.
Any reference to legislation, other regulations or these terms and conditions, shall be understood to be a reference to the prevailing legislation, regulations and terms and conditions.
As regards precedence between the General Business Terms and Conditions and other agreements entered into between DNB Markets and the client, see item 2.

30   Legal venue – governing law – dispute resolution

Disputes arising between DNB Markets and the client, including disputes relating to the General Business Terms and Conditions, are to be resolved according to Norwegian law, with the Oslo District Court as the (non-exclusive) legal venue. Clients with a foreign legal venue waive any right they have to oppose a lawsuit that is related to these terms and conditions being heard by the Oslo District Court. Clients with a legal venue abroad may, irrespective of the above, be sued by DNB Markets in such a legal venue should DNB Markets wish to do so.
Should the client be dissatisfied with the way in which DNB Markets deals with his complaint, the client is entitled to bring questions regarding the interpretation of the General Business Terms and Conditions and issues related to DNB Markets before the Ethics Council of the Norwegian Securities Dealers Association in accordance with the ethical norms and rules for dealing with matters related to the ethical norms. In some cases, complaints may also be brought before the Financial Complaints Board. DNB Markets can provide more information on complaints procedures for the individual products. Foreign clients, including Norwegians domiciled abroad, who may invoke legislation and regulations which protect them from legal action by DNB Markets in relation to their obligations to DNB Markets, waive the right to do so provided that this does not directly conflict with the legislation or regulations in question.

31   Personal Data Act

DNB Markets, as represented by the head of DNB Markets, has the role of controller pursuant to the Personal Data Act.
Personal data will be processed in accordance with prevailing laws and regulations. The objectives of processing personal data are the execution of the contracts entered into between DNB Markets and the client, administration, invoicing/settlement and the marketing of investment products and services.
In cases where DNB Markets has a statutory duty to disclose information, personal data may be handed over to public authorities.
The client may ask for information on the kind of processing of personal data DNB Markets carries out and what information is registered, cf. section 18 of the Personal Data Act. The client may demand that incorrect or incomplete information is rectified, and that information is to be deleted when the purpose of the processing has been completed and the information cannot be used/archived for other purposes, cf. sections 27 and 28 of the Personal Data Act.

32   Language

These General Business Terms and Conditions are issued in Norwegian and English versions. In the event of any contradiction between the two, the Norwegian version shall take precedence.

[1] The granting of credit in order to buy financial instruments
[2] Address: Revierstredet 3, NO-0151 Oslo
[3] Cf. the Norwegian Securities Dealers Association’s recommendations regarding the provision of advisory services and reception of orders on anything other than a taped fixed telephone.
[4] Act no. 105 of 21 December 2000
[5] Act no. 100 of 17 December 1976
[6] Not applicable to credit institutions