These terms are in force from January 3, 2018
General Business Terms and Conditions
These are the general conditions for trading in financial instruments through DNB Markets
DNB Markets’ clients are assumed to have accepted these General Business Terms and Conditions as binding on themselves.
Based on standard prepared by the Norwegian Securities Dealers Association, September 2017. In force from 3 January 2018.
About the General Terms
These general business terms and conditions (the “General Business Terms and Conditions”) are based on Norwegian legislation and legislation in the EU and EEA which investment firms are obliged to comply with. These General Business Terms and Conditions supersede in their entirety earlier versions of the general business terms and conditions.
DNB Markets’ clients are assumed to have accepted these General Business Terms and Conditions as binding on themselves when, after having signed a client agreement or received a copy of the General Business Terms and Conditions, they submit orders to, or enter into contracts or carry out transactions with, DNB Markets.
1. In brief about DNB Markets
1.1 Contact Information
Street adress: Dronning Eufemias gate 30, 0191 Oslo Norway
Telephone: +47 915 08940
Register of Business Enterprises NO984851006
Legal Entity Identifier (LEI): 549300GKFG0RYRRQ1414
DNB Markets is part of DNB Bank ASA, and DNB Bank ASA is thus the legal counterparty in these terms and any associated agreements.
1.2 Communication with DNB Markets
The Client's written inquiries are to be sent by email, letter or, pursuant to agreement, using SWIFT or some other electronic communication to the entity in DNB Markets or the contact person that is the correct recipient. If the Client does not know the correct addressee for the inquiry, the Client must contact DNB Markets.
Clients may communicate with DNB Markets in Norwegian or English.
1.3 Tied Agents
DNB Markets does not use Tied agents.
1.4 The services DNB Markets is permitted to provide
1.4.1 DNB Markets’ investment services comprise the following licensed services:
1.4.2 DNB Markets will also offer the following ancillary services:
1.The provision of credit in order to buy financial instruments
1.4.3 Investment advice
DNB Markets is licensed to provide investment advice. DNB Markets' investment advice is not to be regarded as impartial according to the conditions stipulated in the legislation.
For further information about what the advice is based on, see DNB Markets.
1.5 Supervisory Authority
The Investment Firm is under the supervision of Finanstilsynet (the Financial Supervisory Authority of Norway) (Organisation number: 840747972).
DNB Markets has branch offices and a subsidiary outside Norway, for the time being in Stockholm, London, New York, Singapore and Shanghai. For more information about our international activities, use our webpages.
Our branch offices are on the whole subject to the supervision of the supervisory authorities in Norway. Our US’ subsidiary is subject to the supervision of the supervisory authorities of USA
2. The Scope of the General Business Terms and Conditions
These General Business Terms and Conditions apply to DNB Markets’ investment services and ancillary services in so far as they are appropriate, as well as to services relating to transactions involving instruments that are related to financial instruments.
The General Business Terms and Conditions also apply to separate agreements entered into between the DNB Markets and the Client. In the case of any conflict between such agreements as mentioned in the last sentence and the General
Business Terms and Conditions, the agreements are to take precedence.A separate agreement or supplementary agreement may be entered into for the following:
Trading and clearing may also be regulated by separate trading rules/standard terms and conditions at the individual execution venue and clearing houses where trading and settlement/clearing take place. In the case of any conflict between these General Business Terms and Conditions and/or agreements/contracts mentioned in the previous paragraph and such trading rules/standard terms and conditions, the trading rules/standard terms and conditions at the execution venue or clearing house shall apply.
In addition, DNB Markets is obliged to comply with the code of business conduct determined for the individual markets, including ethical standards stipulated by the Norwegian Securities Dealers Association. The ethical standards and procedural rules for complaints regarding these are to be found at www.vpff.no.
3. Conflicts of Interest
DNB Markets is obliged to take suitable precautions in order to prevent conflicts of interest from arising between DNB Markets and clients, and from arising between clients.
DNB Markets has guidelines for handling and preventing conflicts of interest. A summary of the guidelines is available here.
The objective of the guidelines is to ensure that DNB Markets' business areas operate independently of each other so that the Client's interests are safeguarded in a satisfactory manner. DNB Markets will especially place emphasis on there being satisfactory information barriers between departments that provide advisory or corporate finance services and other departments, and between DNB Markets’ own market exposure and the execution of orders from clients.
The way in which DNB Markets is organised and the special duty of confidentiality provisions that apply may mean that DNB's employees who are in contact with the Client are not aware of, or may be prevented from using, information which exists in DNB Markets even if the information may be relevant to the Client's investment decisions. In some cases, the Client's contact person(s) in DNB Markets will not be permitted to provide advice on specific investments. In such cases, DNB Markets may not provide any reason for being unable to provide advice or carry out a specific order. DNB Markets and its employees may have financial or other interests of their own in relation to the transactions the Client wishes to make. This may be a consequence of, for instance:
4. Voice recording and other documentation
DNB Markets makes mandatory recordings of telephone conversations in connection with theprovision of investment advice, or of telephone conversations that are meant to lead to investment services being provided.
DNB Markets will record all orders to buy, sell or subscribe for financial instruments that are placed by telephone. DNB Markets is not allowed to carry out orders that are placed by calling telephones which are not linked to voice-recording equipment, including mobile phones. Voice recordings and other documentation will be stored by DNB Markets. Voice recordings will be stored by DNB Markets for the retention period stipulated by prevailing legislation, calculated from the recording date, and will normally be deleted following the expiry of the mandatory storage period. Recordings of conversations with the individual Client may be traced by searching, among other things, for the time of the call, the incoming and outgoing telephone numbers and theDNB Markets’ employee who took part in the call. DNB Markets may be ordered to hand voice recordings over to public authorities and others that may so demand pursuant to the law. In addition, voice recordings may be handed over to the Ethics Council of the Norwegian Securities Dealers Association or the Norwegian Financial Services Complaints Board, among other things in connection with the handling of complaints by clients. Tied agents and other undertakings that cooperate with DNB Markets in providing relevant investment services have a corresponding duty to record their conversations with clients to the extent that such investment services are provided by phone. Documentation of communication through communication channels other than the telephone when investment services are provided will be stored by DNB Markets for the retention period stipulated by prevailing law. If so requested by the Client, DNB Markets will make phone call recordings and other documentation available to the Client. The Client can obtain further information on the procedure for doing so by contacting DNB Markets.
5. Client Classification
According to the legislation, DNB Markets has a duty to classify its clients in the following client categories: retail clients, professional clients and eligible counterparties. The legislation contains provisions governing how this categorisation is to take place. DNB Markets will inform all clients of the category in which they have been placed. The classification is important for the extent of the protection afforded to the Client. The information and reports given to clients classified as retail clients are subject to more demanding standards than those given to clients classified as professional. In addition, according to the legislation, DNB Markets has a duty to obtain information on the Client in order to assess whether the service or financial instrument/product in question is suitable or appropriate for the Client, designated the suitability test and appropriateness test. The classification is important for the scope of these tests and for the assessment of what will be the “best execution” when carrying out trading for the Client.
Clients classified as professional are regarded as being particularly qualified to assess the individual markets, investment alternatives and transactions as well as the advice provided by DNB Markets. Professional clients cannot invoke rules and conditions that have been stipulated to protect retail clients.
A Client may request DNB Markets to change its client classification. Should a professional client wish to be treated as a retail client, DNB Markets must consent to this and the parties must enter into an agreement on this. Retail clients that want to be classified as professional clients must meet the conditions stipulated in the legislation. Further information on the re-classification procedure and conditions and on the consequences of re-classification may be obtained from DNB Markets.
6. The client's responsibility for information given to DNB Markets, authorisations etc.
In order to meet the requirements of "knowing your clients" stipulated in the Norwegian Money Laundering regulations and Securities Trading Act's provisions regarding suitability and appropriateness tests, DNB Markets is obliged to obtain and update some information about the Client. Client information is also obtained to meet the information requirements for reporting transactions and for FATCA and CRS reporting in accordance with international agreements by which Norway is bound.
When establishing a business relationship, the Client must inform DNB Markets of his/her national ID number/its organisation number/LEI, address, tax country, telephone number, any electronic addresses, owners or beneficial owners of legal persons, and persons with the authority to place orders. Natural persons must state their citizenship(s).
The Client must state money or bank accounts and securities accounts in the Norwegian Central Securities Depository (Euronext VPS) or another corresponding register. DNB Markets must be notified of any changes to the information immediately and in writing.
The Client is also obliged to give DNB Markets satisfactory, correct information on the Client’s own financial position, investment experience and investment goals that is relevant to the desired services and financial instruments. Such information is necessary for DNB Markets to be able to act in the Client's best interests and advise on the financial instruments that it is suitable for the Client to buy, sell or continue owning. When providing investment advice, DNB Markets must also send the Client a suitability declaration. The suitability declaration is to be sent to the Client after an order has been placed if the investment advice has been provided via remote communication.
The Client also undertakes to inform DNB Markets if there are any (major) changes to information that has previously been provided. The Client understands that DNB Markets is entitled to conduct its own investigations to make sure that the information which has been obtained is reliable. DNB Markets is entitled to base its assessment of whether the service or financial instrument is suitable or appropriate for the Client on the information provided by the Client. The Client also understands that, if DNB Markets is not given sufficient information, DNB Markets will be unable to determine whether or not the service or financial instrument is appropriate or suitable for the Client. In the case of investment advice, the Client will in such case be informed
that the service cannot be provided. In relation to the other investment services, the Client will in such case be informed that the information provided to DNB Markets is insufficient and that the service or financial instrument is thus to be regarded as inappropriate. Should the Client, despite such a warning, still wish to have the service or financial instrument, this may nonetheless be provided. Information which is lacking or incomplete may thus reduce the investor protection to which the Client is otherwise entitled. If, despite such a warning, the Client still wants the service or financial instrument, the assignment may nonetheless be carried out.
The Client undertakes to comply with the prevailing legislation, rules, terms and conditions that apply to the individual execution venue used for transactions. The same applies to settlement and clearing through the individual settlement or clearing houses.
Clients warrant that their own trading and settlements take place in accordance with and within the scope of any permits and authorisations that apply to their trading in financial instruments. If requested by DNB Markets, the Client shall document such permits and authorisations. Should the Client be a foreign undertaking, DNB Markets reserves the right to demand that the Client presents, at the Client’s expense, a reasoned legal opinion on the Client’s permits and authorisations to enter into the trade in question.
DNB Markets may request an overview of the person(s) that may place orders or enter into other agreements relating to financial instruments or that are authorised to accept trades on behalf of the Client. A trade or acceptance from these is binding on the Client unless DNB Markets did not act in good faith in relation to the individual’s authorisations. The Client is responsible for keeping DNB Markets at all times up to date 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 transactions 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.If, when placing an order, the Client has stated that the money is to be registered to a Central Securities Depository (VPS) account which is linked to a share savings account (ASK), the Client is bound by this trade even if the financial instruments in question are not covered by the share savings account scheme and thus cannot be registered to the stated share savings account.
The Client understands and acknowledges that investing and trading in financial instruments and other related instruments entail a risk of loss. The invested capital may increase or decrease in value. The value of financial instruments depends, among other things, on fluctuations in the financial markets and may increase or decrease.Historical price developments and returns cannot be used as reliable indicators of future developments in and return on financial instruments.
The liquidity of financial instruments and other related instruments may vary. It is likely that the most liquid financial instruments can be traded without the price being affected to any great extent, but the opposite may be true for less liquid financial instruments. It may be difficult to sell some instruments. For more detailed information on the properties linked to the various financial instruments and on the risk linked to trading in various financial instruments, refer to the information published on our webpage "Terms and agreements". 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 does not understand 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 required, to search for 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.
The rates that are posted on www.dnb.no/en for some products offered by DNB Markets, e.g. 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.
8. Orders and Assignments - Contract Information
8.1 Placing and acceptance of orders and formation of contracts
Orders from clients may be placed orally, in writing or electronically. Restrictions may apply to orders placed via electronic communication channels. 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. Regarding trading in non-standardised derivatives (OTC) and in currency and interest-rate instruments, including foreign exchange, a trading contract will be regarded as having been entered into with binding effect once the terms and conditions for the contract in question have been accepted by the Client. DNB Markets will normally act as the Clients 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 breach of public legislation or rules stipulated for the regulated market(s) in question.
The Client undertakes to give information to DNB Markets if the Client places an order to sell financial instruments that the Client does not own (short sale). The Client may not engage in programme trading (using algorithms) against or via DNB Markets unless this has been specifically agreed on. Orders from a Client that normally trades for the account of a third party, i.e. for his/her employer or another natural or legal person, will be rejected if, when placing an order, the Client does not clearly state the party for whose account the order is being placed. If the Client simultaneously places orders for his/her own account and for the account of his/her employer or another natural or legal person, DNB Markets will prioritise the party represented by the Client.
8.2 Assignment period for orders
Regarding orders linked to trading in financial 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 on 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 undertaking has been received by DNB Markets. When DNB Markets initiates a trade, the assignment date is to be regarded as the date when DNB Markets contacts the Client and obtains acceptance of the assignment to purchase or sell the financial instruments in question.The order may be cancelled to the extent that it has not been carried out by DNB Markets. If, as part of carrying out the order, DNB Markets has placed all or part of the Order with other parties,the order may only be cancelled to the extent that DNB Markets can recall cancelled the order it has placed with other parties.
8.3 Guidelines for executing orders
DNB Markets is obliged to implement all measures necessary to secure the Client the best possible terms when carrying out received orders during the assignment period. In markets where DNB Markets quotes a price and assumes market risk, DNB Markets is obliged to document that the price is fair. DNB Markets has prepared order execution guidelines that, among other things, state the trading systems in which transactions in various financial instruments may be carried out. Trading will be carried out in accordance with these guidelines unless the Client has given specific instructions on how the trade is to be carried out. The order will in such cases be carried out in accordance with the Client's instructions. DNB Markets reserves the right to aggregate the Client’s orders with orders from other clients, persons or undertakings that are or are not linked to
DNB Markets as described in the order execution guidelines. Orders may be aggregated if it is unlikely that aggregation in general will be disadvantageous to the Clients. However, the Client understands that the aggregation of orders may in individual cases cause drawbacks.
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 partially carried out, the Client’s order will be given priority over DNB Markets’ order. However, an exception to this applies if DNB Markets could not have carried out the trade on correspondingly favourable terms without the aggregation. The prevailing order execution guidelines will be regarded as having been approved by the Client when the Client Agreement is entered into. In this agreement, the Client has expressly agreed that DNB Markets may execute orders in financial instruments outside a trading venue.
8.4 Further details of special trading rules
When trading in financial instruments on execution venues, the trading rules at the execution venue also apply to the relationship between the Client and DNB Markets in so far as they are appropriate. These rules normally deal with the registration of orders and trades in the trading system at the execution venue, including the order conditions that can generally be applied and the more detailed rules governing prioritisation and validity. 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, as well as perform mandatory transaction reporting, 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.
8.5 Cancellation of orders and sales
In accordance with the trading rules at the execution venue, the individual execution venue may, under certain circumstances, cancel orders and transactions. Such a cancellation will be binding on the Client.
9. Delivery and payment (settlement) of financial instruments in Norway
9.1 Transferable securities, mutual fund units, standarised financial forward/ futures contracts and options, as well as interest-bearing securities
For trading in Norway involving transferable securities in a regulated market, mutual/securities fund units, standardised financial forward/futures contracts and options to buy or sell financial instruments registered in the Central Securities Depository (Euronext VPS), as well as interest-bearing securities, 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.
The period allowed for settlement is calculated as from and including the trading date and 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 on separately, DNB Markets has the Client’s permission and authority to, in accordance with the individual trade or transaction, debit the Client’s money or bank account or submit a request for such debiting of the Client’s money or bank account, unless the bank in question requires a separate written debit authorisation to have been provided by the Client.The Client is regarded as having paid the purchase price to DNB Markets once this has been credited to DNB Markets' money or bank account with value-dating on the settlement date at the latest.
The Client is to be regarded as having delivered financial instruments registered in the Central Securities Depository (VPS) 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 stipulated by DNB Markets.
The Client undertakes to deliver the sold financial instruments to DNB Markets or 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 on in writing, the placing of an order to sell financial instruments or acceptance of a sales offer means that DNB Markets is authorised to request the Client’s account operator to release the financial instruments in question. The delivery of physical financial instruments shall take place in accordance with a separate agreement with DNB Markets.
For financial instruments that have been admitted for clearance in a CCP or are registered in a CSD or listed in a marketplace, a cover purchase will automatically be initiated if the financial instrument has not been delivered at the latest a certain number of days after the settlement deadline. This will normally be four days after the settlement deadline. This deadline may be extended to seven days for instruments that are traded in less liquid marketplaces, and to 15 days for financial instruments listed on an SME stock exchange.
The individual CCP, CSD or marketplace has its own publicly approved cover-purchase rules that are determined in accordance with the legislation relating to central securities depositories and settlement activities. Cover purchases are to be initiated by the CCP if the instrument is cleared by the CCP. If the instrument is traded in a marketplace and is not cleared by a CCP, the cover purchase is to be initiated by the marketplace. In those cases where the instrument is neither cleared by a CCP nor traded in a marketplace, the cover purchase is to be initiated by a CSD. If this cover purchase fails, the buyer has an opportunity to choose between delayed delivery and cash compensation. In the case of delayed delivery, a statutory sanction system applies. The CCP, CSD or marketplace will impose a fee/fine on the seller as a result of the breach of contract, irrespective of whether or not a cover purchase is carried out. The size of the fee/fine is standardised and irrespective of the seller's blame (strict liability). The size of the fee/fine is standardised in accordance with prevailing legal rules.
9.2 Foreign exchange (spot)
Regarding 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 days on which banks in the market in question are open. The settlement period is calculated as from and including the trading date and up to and including the settlement date.
9.3 Other financial instruments
Special settlement deadlines and settlement rules apply to other financial instruments. These settlement rules and settlement deadlines will be stated in the separate contracts. For trading in non-standardised derivatives (OTC) and in currency and interest-rate instruments, including currency exchange, the settlement deadlines and settlement rules may be agreed on when the contract is entered into. In such cases, the settlement deadlines and settlement rules will be stated on the confirmation sent to the Client once the contract has been entered into.
10. Reporting of services carried out - confirmation of contracts and completed assignments
By means of a contract note/confirmation or insome other way, DNB Markets will immediately report to the Client the services it has carried out or the contracts that have been entered into. To the extent that this is relevant, the contract note/confirmation will include information on costs related to the trade carried out for the Client in accordance with the legal rules that apply to this. Apart from this, the contract note/confirmation will contain information in accordance with the prevailing law.
Confirmations that are to be signed by the Client must be signed as soon as they are received and then returned to DNB Markets as stated in the confirmation or as agreed in some other way with the Client. If the client fails to report errors in the confirmation due to inadequate checking of same, in accordance with item 12 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 change notice from the Central Securities Depository to the extent that the Client has agreed with the account operator that the Client is to receive such confirmations.
11. Right to cancel
There is no right to cancel during a cooling-off period according to the legislation governing the services and financial instrument trading 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. Notifications to DNB Markets by the client
If the Client has agreed to receive a contract note or other confirmation by e-mail or other electronic medium and has not received such a contract note or confirmation by the end of the first stock exchange day/banking day after the contract has been entered into or the assignment period has expired, the Client must notify DNB Markets of this as quickly as possible and at the latest by the end of the second stock exchange day/banking day after the contract has been entered into or the assignment period has expired.
If the Client has agreed to receive a contract note or other confirmation by ordinary post and has not received a contract note or other confirmation within three stock exchange days, or within seven stock exchange days for clients with a foreign address, after the contract has been entered into or the assignment period has expired, the Client must notify DNB Markets of this as quickly as possible and at the latest by the end of the fourth stock exchange day or eighth stock exchange day respectively after the contract has been entered into or the assignment period has expired.
The Client must check the contract note or other confirmation immediately following receipt and must notify the relevant entity in DNB Markets as quickly as possible after receipt and at the latest by the end of the next stock exchange day/banking day – if no complaint could be made by the end of normal office hours on the date of receipt – if the Client wishes to allege that anything stated on the contract note/confirmation conflicts with the order, assignment or trade agreed to.
Should the Client fail to complain as stated above, the Client may be bound by such a contract note/confirmation even if this does not agree with the contract entered into for the trade. If the delivery to the Client of financial instruments registered in the Central Securities Depository (VPS) has not taken place by the settlement date and the Client has made the necessary funds available to DNB Markets, the Client must immediately contact DNB Markets and possibly give notice to DNB Markets that the contract is terminated 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 delivery within the deadlines set for cover purchases by the relevant CCP, CSD or Central Securities Depository (VPS). During this period, the Client is not entitled to enter into a cover 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 by the end of normal office hours – at the latest by the end of the next stock exchange day. The deadline is counted from the earliest of:
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 contact DNB Markets as soon as the Client has ascertained or ought to have ascertained that no settlement has been received. The Client may only invoke the delay as grounds for claiming interest on the overdue payment.
Regarding trading in financial instruments through DNB Markets, the normal rules governing the invalidity of contracts apply correspondingly to the relationship between the buyer and seller. A Client wishing to assert that a contract is not binding due to invalidity must submit an objection regarding this as soon as the Client becomes aware or ought to have become aware of the circumstances that are pleaded as grounds for the invalidity. In all cases, the objection must be put forward within six months of the contract being entered into. 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 confirmed in writing immediately. A partial delivery to the Client does not entitle the Client to terminate the contract unless the Client has expressly stipulated a proviso of full delivery.
For contracts concerning trading in foreign currency (currency spot contracts), the complaints deadlines are to be calculated on the basis of banking days and not stock exchange days. If the Client has not complained during the period stated above, the right to complain is to be regarded as having lapsed. If DNB Markets is the registrar for the Client in the Central Securities Depository (VPS), the Client shall immediately notify DNB Markets of any errors in the registration in the Central Securities Depository account. If no such notification is received by DNB Markets by the end of the next stock exchange day after the Client received a change notice from the Central Securities Depository, the Client is to be regarded as having accepted DNB Markets' registration.
13. Breach of contract
The Client is considered to have breached his/her obligations under these General Business Terms and Conditions when, among other things:
In the case of a breach of contract, DNB Markets is entitled but not obliged to:
The provisions of the Norwegian Sale of Goods Act relating to anticipatory breach, including cancellation in the case of such a breach, otherwise apply.
14. Interest in the case of a breach of contract
In the case of a breach of contract by DNB Markets or Client, interest equal to the prevailing interest on overdue payments is payable unless otherwise separately agreed on.
15. Trading abroad including the safekeeping of the client's assets
For trading in and the settlement of 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 may be entered into for this type of trade. 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/her rights in connection with such assets may deviate from those which apply in Norway. The Client also understands that settlement and the provision of security in foreign markets may mean that the Client’s assets that have been provided as settlement or security are not kept separate from the assets of the foreign investment firm and/or settlement representatives used by DNB Markets. The Client understands that he/she bears the risk relating to his/her own assets that are transferred to foreign banks, investment firms, clearing agents, clearing houses, etc, in the form of settlement or security, and that DNB Markets’ liability to the Client for such assets is limited in accordance with the laws and regulations in thecountry or market in question. In no case does DNB Markets accept liability in excess of that which will follow from Norwegian law, cf item 20, unless this has been agreed upon in writing with the Client.
DNB Markets’ remuneration in the form of brokerage fee, price differences, etc, possibly with the addition of charges related to trading and clearing, etc, will be subject to individual agreement. Brokerage fee is a commission (remuneration) that is added to or deducted from the value of the financial instruments bought or sold by the Client.
Brokerage fee is normally stated as a percentage. Up to a stated investment amount, the Client pays a specific minimum brokerage fee. Alternatively, the remuneration may be calculated as a difference in price, ie, a mark-up on the buying price or a deduction from the sales price. For derivatives and complex financial instruments, the Client's cost elements will normally be different tothose stated above. Prior to a service being provided, the Client will receive more detailed information on payment conditions and the total expenses the Client is to pay for the individual financial instrument, investment service or associated service. This shall include information on commissions, fees and all the taxes and charges payable via DNB Markets.
Should it be impossible to state the expenses precisely, the basis for the calculation shall be stated. In addition, it shall be stated whether there may be other charges and/or expenses that are not payable or imposed via DNB Markets.
For further information on DNB Markets' remuneration, refer to our "Terms and agreements"-webpage.
DNB Markets reserves the right to deduct expenses mentioned in the first paragraph, as well as any taxes, sales taxes, etc, from the Client's credit balance. In the event that a trade is not effected, DNB Markets will not demand any remuneration unless otherwise specifically agreed.
17. Account operation in the Norwegian Central Securites Depository (Euronext VPS) and Depositories
Unless otherwise agreed, that stated below applies to account operation in the Central Securities Depository (VPS) and storage/management in depositories. If it is to act as the Client's Account Operator in the Central Securities Depository, DNB is authorised to make the registrations in the Central Securities Depository Account that are covered by the Client's instructions, including transferring from the Central Securities Depository account transferable securities that are covered by sales orders submitted to DNB. The Client understands that bought or subscribed for transferable securities will be registered to the Central Securities Depository account in question unless another account is stated on the order. DNB is entitled to know the contents of the Client's Central Securities Depository account. The Client is also aware that DNBs registrations in the Central Securities Depository account take place in accordance with the provisions stated in the Business Terms and Conditions for the Central Securities Depository, available on their website, and in accordance with prevailing laws and egulations.
DNB Markets may enter into an agreement with another depository regarding management or safekeeping for the Client. The choice of such a depository will be made to the best of DNB Markets’s ability, and the Client is assumed to have accepted the choice of depository unlessotherwise stated in a separate management or depository agreement with DNB Markets. DNB Markets accepts no responsibility for any breach of contract by such a depository when dealing with or managing the Client's assets.
18. Authorised representatives (intermediaries), managers, and settlement agents
Should the Client place 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 must comply with the General Business Terms and Conditions. The Client is jointly and severally liable to DNB Markets for this third party's obligations to the extent that the obligations are a consequence of the Client's order or assignment. Should the Client make use of a manager, settlement bank or other intermediary, this is required to be regulated in a separate agreement. The use of such intermediaries does not exempt the endclient from his/her responsibilities under these General Business Terms and Conditions.
19. Safekeeping of Client's 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 accrued on his/her assets in accordance with DNB Markets’ general terms. Assets which are being held in safekeeping for the Client by DNB Markets will be deposited in an account, which may be a combined account for assets being held in safekeeping for several 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.
For deposits in credit institutions that are members of the Norwegian Guarantee Fund Scheme, a combined client account of up to NOK 2,000,000 will be covered. The Client’s right to claim compensation will in such cases be reduced correspondingly.
Should assets be deposited in a credit institution that is not a member of the Norwegian Guarantee Fund Scheme, the cover will be stipulated in the rules governing the guarantee scheme in the country where the credit institution is a member. In such a case, too, the right to 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 the financial instrument is not registered, it will be held in safekeeping by a bank or other depository. Should a register, bank or other depository become insolvent, the Client’s financial instruments will normally be protected by being kept separate from the bankruptcy estate. DNB Markets accepts no liability to the Client for the assets that have been transferred to Client accounts with a third party (including combined accounts) provided 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. If information is not given in any other way, DNB Markets will send the Client an overview of the assets it is holding in safekeeping for the Client at least once a year. This does not apply if such information is included in other periodical overviews. Unless otherwise expressly agreed, DNB Markets may not use financial instruments that it is holding for safekeeping on behalf of the Client.
20. Liability and Exemption from Liability
DNB Markets is liable to the Client for the fulfilment of purchases or sales 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 counterparty to the deal in advance.
DNB Markets accepts no liability for settlement if the Client does not make available to it the agreed funds and/or financial instruments on or before the settlement date. Nor is DNB Markets liable if an unsuitable or inappropriate service is provided as a result of the Client giving DNB Markets incomplete or incorrect information, cf item 6.
DNB Markets accepts no liability for indirect harm 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 assistants, DNB Markets or its employees will only be liable for these assistants' acts or omissions if DNB Markets has not complied with reasonable standards of due care when selecting its assistants. If assistants as mentioned in the previous sentence have been used on the orders or demands of the Client, DNB Markets accepts no liability for errors or breaches by them.
DNB Markets is under no circumstances liable for harm or loss that is due to impediments or other circumstances outside DNB Markets’ control, including power cuts, errors in or interruptions to electronic data processing systems or telecommunications networks, etc, fires, water damage, strikes, legislative amendments, orders of the authorities or similar circumstances. Should a transaction be carried out in a Norwegian or foreign execution venue on the orders or demands of the Client, DNB Markets will not be liable for errors or breaches committed by this execution venue or any associated clearing house. The Client is hereby assumed to understand that the individual execution venue or individual clearing house may have stipulated separate rules governing its liability to members of the execution venue or clearing house, clients, etc, including greater or lesser disclaimers of liability.
DNB Markets is not liable in those cases where a delay or omission is due to the settlement of money or securities being suspended or terminated as a result of 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. If rules or public authorities order the Client to be registered with a Legal Entity Identifier (LEI), it is the Client's responsibility to obtain and maintain this. The Client is to indemnify DNB Markets for any loss, claim and costs that the Investment Firm incurs as a result of the duty to obtain and maintain an LEI not being complied with.
21. Witholding of Taxes etc.
When trading abroad, DNB Markets may be obliged, pursuant to laws, regulations or a tax treaty, to withhold amounts corresponding to various forms of taxes and duties. The same may applywhen 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 the necessary documentation for this and for the documentation being correct.
22. Termination of the Business Relationship
Trades or transactions that are in the process of being settled when the business relationship is terminated shall be carried out and completed as quickly as possible. On termination of the business relationship, DNB Markets shall carry out a final settlement in which DNB Markets is entitled to offset DNB Markets’ receivables, including brokerage, taxes, duties, interest, etc, against the Client's credit balance
23. Provision of Security
DNB Markets is a member of the Norwegian Investor Compensation Scheme in accordance with prevailing legislation. The Norwegian Investor Compensation Scheme is intended to provide compensation for claims which are due to its members’ inability to repay money or hand back financial instruments that are held in safekeeping, 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 clients that are responsible for or have benefited from circumstances affecting DNB Markets when such circumstances have caused DNB Markets’ financial difficulties 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, mutual/securities funds and other collective management undertakings, pension institutions and pension funds, or from any companies in the same group of companies 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 implies that the Client shall provide proof of identity, etc, document identity, document owners or beneficial owners if they are a legal person, and specify and document any powers of attorney or authority to represent others so that DNB Markets can at all times meet its obligations pursuant to the prevailing Norwegian Money Laundering Act.
The Client is aware that DNB Markets is or may be obliged to provide public authorities with all relevant information related to 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 legislation, 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.
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, the balance of the Client's account, etc, to any public bodies that demand such information pursuant to prevailing law.
The Client is regarded as having agreed that information which is subject to a duty of confidentiality may also be given to those 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 Norwegian Financial Services Complaints Board (Finansklagenemnda) if this is necessaryfor dealing with complaints.
DNB Markets reserves the right to amend theGeneral Business Terms and Conditions. Significant amendments take effect as from 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 he/she/they has informed DNB Markets of his/her e-mail address. Other amendments come into force from the date when they are published on our webpage: Terms and agreements.
Amendments will not affect orders, trades, transactions, etc, that are entered into or completed prior to the date when the amendments are notified.
In the case of any conflict with legislation that may be waived by agreement, the General Business Terms and Conditions are to take precedence. Should there be a reference to legislation, other regulations or these terms and conditions, this shall be understood to be a reference to the prevailing legislation, regulations and terms and conditions
29. Complaints by Clients
Clients may submit complaints to DNB Markets. These should clearly state that they concern a complaint. DNB Markets' guidelines for dealing with clients' complaints are published on our webpage: Terms and agreements.. If the Client is dissatisfied with the way in which the Investment Firm has dealt with the complaint, the Client may submit the complaint to the Ethics Council of the Norwegian Securities Dealers Association in accordance with the ethical norms and procedural rules for cases relating to ethical norms. If DNB Markets is affiliated to the Norwegian Financial Services Complaints Board (Finansklagenemnda), the complaint may alternatively be submitted to this complaints scheme if the Norwegian Financial Services Complaints Board deals with this type of complaint. DNB Markets can provide further information on the way in which complaints regarding the individual products are dealt with. Foreign clients, including Norwegians domiciled abroad, that can invoke legislation or regulations which provide protection against prosecution by DNB Markets in relation to their obligations to DNB Markets waive this right in so far as this does not directly contravene the laws or regulations in question.
30. Legal Venue, choice of Law and Dispute Resolution
Disputes arising in the relationship between the Client and DNB Markets, including disputes relating to the General Business Terms and Conditions, are to be resolved pursuant to Norwegian law, with Oslo District Court as the (non-exclusive) legal venue. Clients with a foreign legal venue waive any right they have to oppose a lawsuit related to these terms and conditions being heard by Oslo District Court. Irrespective of the above, clients with a foreign legal venue may be sued by DNB Markets in such a legal venue should DNB Markets wish to do so.
31. Processing of Personal Data
DNB Bank ASA, represented by the board and CEO, is the controller in relation to personal data. DNB Markets will according to these terms and conditions receive, collect and process personal data in accordance with the DNB Group’s general data protection policy which can be found at https://www.dnb.no/en/about-us/protection-ofpersonal-privacy.html
Personal data will be processed and kept in accordance with prevailing laws and regulations. The purposes of processing personal data are to execute the agreements entered into between DNB Markets and the Client, administration, invoicing/ settlement and the marketing of investment products and services. Should there be a statutory duty to discloseinformation, personal data may be handed over to public authorities. This applies even for mandatory transaction reporting pursuant to applicable regulations. The Client may request information about the processing of personal data carried out by DNB Markets and ask what data is registered. The Client may demand that incorrect or defective information be 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.
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.