Preamble
These Online Facility Terms of Business (‘Terms’) are hereby agreed by and between the client (‘you’/ ‘your’) and CSB Investors (Mauritius) Ltd trading as CSB Investors (‘we’ / ‘us’ / ‘our’), and apply to the installation and use, by you, of our Online Facility (‘OF’). These Terms come into force from the date you first have access to the Services or Proprietary Services (as defined below). We reserve the right to terminate your access to our OF at any time, without prior notice, if you breach any of these Terms.
By downloading, installing and/or using our OF, the Services and/or the Proprietary Services, you irrevocably and unconditionally agree and consent to be bound by these present Terms, as amended. Further, by accessing and using the OF, the Services, and/or the Proprietary Services, you irrevocably and unconditionally consent to disclosure by us of certain non-public information to regulators and/or Market Data Originators which we may be legally, regulatorily or contractually required to report.
We reserve the right to modify, suspend, or discontinue, whether temporarily or permanently, any of our OF, Services and/or Proprietary Services, with or without notice, and invariably without liability.
Definitions
‘Services’: the provision of market data (‘Market Data’) supplied by exchanges and other information sources (‘Market Data Originators’) during available transmission times, utilising Proprietary Services, together with, insofar as subscribed for and provided, the Order Routing Service (‘ORS’).
‘Proprietary Services’: the provision of information, software, programs, protocols, displays, databases, manuals and supporting documentation, including the selection, arrangement and sequencing of the contents of the Services, but excluding Market Data.
Requirements
To receive the Services and Proprietary Services, you must provide and maintain, at your own expense, suitable hardware and software meeting the minimum requirements for proper operation of the OF, and you must be located in an acceptable jurisdiction. We shall not be required to maintain any of your hardware or software property used in connection with the Services or the Proprietary Services. You must also sign and deliver all applicable agreements (such as subscriber agreements) and other documents required by applicable Market Data Originators for receipt of Market Data.
Restrictions
You must use Market Data exclusively for your own information, trading and investment purposes and not transfer, transmit, display on any website, publish, redistribute, or resell all or any part of thereof, or permit others to do so or have access thereto. Subject to applicable limitations imposed by Market Data Originators, you may use minor printed extracts of Market Data screen displays on a temporary basis, provided that all proprietary notices are included thereon. You are and shall remain responsible for all persons having access to Market Data through you, and you must cause such persons to comply with these present Terms. Further, you acknowledge and agree that each Market Data Originator has exclusive property rights in and to its own Market Data, and retains all right, title and interest (except as otherwise licensed thereby) therein and thereto and in, and to, any and all compilations thereof.
Rights
We hereby grant you a nonexclusive, nontransferable, non-sublicensable right to use the Proprietary Services, including the software contained therein, and the Market Data, for so long as you remain our client. You may not assign, copy, modify, merge, transfer, decompile or reverse-engineer any of the Proprietary Services, or use them in conjunction with any non-approved software or hardware. Your rights to use Market Data and Proprietary Services cease upon your ceasing to be our client.
No Warranty
Whilst we will use reasonable efforts to correct any defect in Market Data or Proprietary Services that you notify to us, giving due regard to its nature and extent, you expressly acknowledge and agree that:
a. it is not possible to guarantee that software or Market Data will be free of error and/or defect;
b. we are not the originator of Market Data and, in a real-time information service environment, it is not possible to identify or remedy every error prior to transmission;
c. our software may conflict with or be degraded or corrupted by other software you operate;
and
d. use of the Internet is subject to outages and limitations including but not limited to overloads, disconnections, delays, ‘throttling’, conflicts and/or interruptions.
Accordingly, you here expressly acknowledge and agree that you are solely responsible for your use of any Market Data and the reliance that you place thereon and on any Proprietary Services.
Disclaimer
Our OF and the right to use the Market Data and the Proprietary Services are provided and granted to you on an “as is” basis and “with all faults”. Neither we, nor any supplier or service provider of ours, nor any Market Data Originator makes any representations or gives any guarantees or warranties in respect thereof whatsoever, including, without limitation, warranties of merchantability or fitness for any particular purpose, whether express or implied.
No Liability
Neither we, nor any supplier or service provider of ours, nor any Market Data Originator, or any of our or their employees, agents, or contractors, are liable for any loss (including, without limitation, trading losses and lost profits), cost, or damage, suffered or incurred by you or any third party, arising out of any lost data, faults, interruptions or delays in the Services or Proprietary Services, or inaccuracies, errors or omissions in the information contained therein, insofar as same do not arise from our gross negligence, wilful misconduct or fraud.
Indemnity
You shall defend, indemnify and hold harmless both us and any Market Data Originators and our or their directors, employees, representatives, agents and contractors from and against any claim, loss, liability, cost or damage, including reasonable attorney fees, arising from your breach of these Terms, or any third party accessing or receiving advice based on the Services or Proprietary Services, or any information entered into the order routing services (‘ORS’) as a result of your acts or omissions.
ORS
Insofar as we provide you with ORS functionality, we hereby grant you a nonexclusive, nontransferable, non-sublicensable right to use the ORS solely for the purposes of routing orders, trades and related information among exchanges, brokers or dealers (collectively, ‘Brokers’) with whom we have entered into ORS arrangements. We may be compensated by Brokers for
transactions made through the ORS.
You hereby expressly acknowledge and agree that use of the ORS, and all orders and information placed through it, shall be at your sole risk, that orders, trades and other information may not be received by Brokers or by you due to technical problems, that all orders are subject to acceptance by Brokers and the limitations and parameters established by them and the applicable exchanges, and that Brokers may be responsible for routing orders or trades and confirmations between the ORS and the appropriate trading exchanges. You also hereby expressly acknowledge and agree that, in granting you access to the ORS, we offer you an order or trade routing service and an information conduit only, and not any advice regarding the nature, potential value, suitability, or appropriateness of any particular transaction or investment strategy. Nothing in these Terms or in our performance shall be construed as a solicitation or recommendation to use any broker(s) or
dealer(s), to buy or sell any instrument(s), or to engage in any transaction(s).
You hereby understand and accept that technical problems or other conditions may delay or prevent you from making or cancelling an order or receiving information through the ORS, and you agree that we shall not be liable for, and you will not hold or seek to hold us liable for, any loss, cost or damage (including trading losses or data losses) suffered or incurred by you or any third party from any use or reliance on the ORS or its content, or any interruptions, failures (including access and security failures and unauthorized use or access by third parties), faults or delays in or related to the ORS, or any errors, omissions or inaccuracies in the information transmitted through the ORS to or by any person, howsoever any such interruptions, failures, faults, delays, errors, omissions and/or inaccuracies arise, unless due to our gross negligence, wilful misconduct or fraud.
We do not howsoever warrant, represent or guarantee that:
a. you will be able to access or use the ORS at times or locations of your choosing;
b. we will have adequate capacity for the ORS as a whole or in any geographic location; and/or
c. the ORS or any related software is virus-free or will provide uninterrupted, error-free service.
We reserve the right to suspend and/or deny access to the ORS without prior notice during scheduled or unscheduled system maintenance or upgrading. For the avoidance of doubt, any and all limitations, exclusions, disclaimers and indemnities set forth in previous sections hereof also apply to the ORS.
We may terminate your access to the ORS without notice for any reason, including, but not limited to, pursuant to a request from Brokers, or due to your breach of these Terms, or a breach or termination of our agreement(s) with Brokers or any applicable exchange.
Any and all information and materials (including software) we provides to your in connection with the ORS are our property and intended only for your use in connection with accessing the ORS. You hereby irrevocably and unconditionally agree and undertake to not copy, sell or distribute any such materials to, or permit access to the ORS by, others, or delete any copyright notices or other indications of protected intellectual property rights from such materials, including those your print or download.