Electronic Services Agreement (ESA)

1.  Global Scope and Acceptance. This Electronic Services Agreement (“ESA”) applies to the provision of Electronic Services by the Bank or by third party service provider(s) acting on the Bank’s behalf (collectively “Provider”). You confirm that you accept and agree that this ESA constitutes a legally binding contract between the organisation on whose behalf you are acting (the “Client”) and BNPP. You confirm that you have requisite authority, power and right to fully bind the Client. If the Client does not agree to all of the provisions set out in this ESA (or if you do not have the right to bind the Client), you are not permitted to use or receive any Electronic Services on its behalf, and you should not click to accept this ESA and you should not proceed further. Alternatively the Client may accept the terms and conditions of this ESA by signing it with handwritten signature(s). In any event the Client will be deemed to have accepted this ESA if it accesses, uses and/or or receives Electronic Services, notwithstanding whether or not it has separately entered into this ESA pursuant to any “click-to-accept” mechanism and/or signed it with handwritten signature(s). Each Transaction is also subject to any applicable Client Agreement. If there is a conflict between this ESA and the terms of a Client Agreement, the applicable Client Agreement shall prevail in relation to any Transaction(s) and this ESA shall prevail in relation to the access and / or use of the Electronic Services. In the event the Bank provides or has provided additional terms to the Client in relation to specific Electronic Services, such specific terms shall prevail over the terms of this ESA in relation to those Electronic Services. The Bank shall not be bound by any terms of business or other contractual documentation sent by the Client from time to time unless the Bank expressly agrees in writing to be so bound.

2.  Access. The Client will ensure that Access Details are kept strictly confidential and secure, and agrees to maintain adequate security procedures to the Bank’s reasonable satisfaction to prevent both access to Electronic Services by persons other than those authorised Users, and the unauthorised use of Electronic Services. The Client will notify the Bank immediately if it, its personnel or a User knows or suspects that any Access Details may have been compromised or knows or suspects of any unauthorised access to Electronic Services. The Client is fully responsible for monitoring of the accounts and the use and for all acts, errors and/ or omissions of its Users (whether or not authorised by the Client). The Bank may (but is not obliged to) monitor or review such acts, including any Instructions and Transactions. The Bank shall, in its discretion, take reasonable steps to cancel Access Details if requested by the Client (but shall not be responsible for any delay in doing so); the Client will remain liable for any Instructions and Transactions attributable to such Access Details until the Bank has confirmed in writing that those Access Details have been disabled. The Client acknowledges that there are security, confidentiality, technical failure and error risks associated with access to and use of the Electronic Services (including as a result of the internet being an insecure transmission medium), and agrees to bear all such risks.

3.  Use. The Client assumes full responsibility and risk of Losses resulting from its use and receipt of the Electronic Services. The Client acknowledges that the Electronic Services may not be available at certain times. The Client agrees to use the Electronic Services for its authorised internal business purposes only and to be bound by and to comply with this ESA, Applicable Laws, the Rules and any disclosures, disclaimers, notices, instructions, trading limits, restrictions, supplementary terms or any other terms displayed on the Electronic Services or communicated, provided or made available to it in writing (including on any other relevant BNPP website to which the Client has access) from time to time. The Bank may provide certain Electronic Services under licence from third parties. By accessing and using those Electronic Services, the Client agrees to comply with any additional terms provided or made available to it by the Bank or such third parties from time to time. Electronic Services should not be used in any jurisdiction where the provision or use of such services would be contrary to Applicable Laws, and the Bank offers the Electronic Services solely on that basis. The Client will use the Electronic Services and enter into Transactions only for its own benefit and account(s) and will not use the Electronic Services on behalf of any third party, other than where the Client is acting as a broker-dealer (and such arrangement has been disclosed to and agreed with the Bank), investment manager or investment adviser on behalf of its own customers or clients (each a “Principal”), in which case (a) it may use the Electronic Services on behalf of a Principal and (b) it warrants and represents that it has, at the time of any Transaction entered into or Instruction issued on behalf of a Principal, full power and authority to bind such Principal as counterparty to such Transaction or instructing party to such Instruction (as the case may be)  pursuant to this ESA. The Bank may, from time to time, extend its provision of Electronic Services to new products, services, jurisdictions, markets, exchanges, methods of connectivity or platforms. Access to and use of any new Electronic Services offerings may be subject to additional terms. The Client will be deemed to have accepted any such additional terms when it signs or otherwise positively affirms its acceptance or when the Client first receives or participates in the relevant new Electronic Services following its receipt of the additional terms, whichever occurs sooner. In the event that the Bank receives a mandatory request for information from a Competent Authority, the Client shall provide, and shall procure that its Users shall provide, the Bank with all assistance, cooperation and information that the Bank reasonably requests in connection with its use of the Electronic Services and/ or this ESA (including names of Users) and shall notify the Bank in writing of any material changes to that information.

4.  Suspension, restrictions and limitations: The Bank reserves the right, in its sole discretion, at any time and for any reason, to restrict, prohibit, suspend or impose or revise limits on the Client’s and/ or any User’s access to and use of the Electronic Services (or any part thereof) and/ or on Instructions or Transactions, with or without prior notice, and no Relevant Person shall be liable for any Losses whatsoever as a result of such restriction, prohibition, suspension or limitation. The Client should not rely upon these limits for its own risk management. The Client acknowledges and agrees that no course of dealing shall be construed as a guarantee or promise of the continued availability of the Electronic Services, whether on the same or similar terms or otherwise. The Bank has no responsibility for monitoring or ensuring the Client’s and/or any User’s compliance with any restrictions and/or limitations imposed on such Client and/or User. The Client agrees that the Client will not take any actions that will cause the Client to violate any restriction, limitation and/or control imposed on the Client’s use of the Electronic Services.

5.  Transactions. Where the Bank provides the Client with Electronic Services which offer the facility to enter into Transactions, whether with the Bank or another third party, those services may be provided on the basis of orders or other Instructions, requests for quotes (“RFQ”), streamed quotes or the provision of direct access to a third party execution venue (an “Execution Venue”).  Where the Bank agrees to provide the Client with quotes or prices, including where these are presented on the Electronic Services, then those quotes or prices should be taken as indicative only, unless expressly presented as a firm price at which the Bank is willing to enter into a Transaction with the Client or a clearly designated offer or acceptance of an offer made by the Client. The Bank shall be entitled to treat any Instruction that it receives from the Client (including through a User) as authorised, genuine, complete, clear, accurate and immediately binding on the Client and rely on and/or execute such Instruction without further enquiry or verification. The Client assumes all risks arising as a result of or in connection with any Instructions and the Bank is not required to inform or warn the Client if its Instructions are ill-timed or inadvisable for any reason, and is not responsible for assessing the reasonableness of any Instruction. The Client is responsible for ensuring that Instructions contain all required or requested information. The Bank may automatically populate an Instruction with various standard or default terms contained in such Instruction which the Client may, depending on the circumstances, have the opportunity to change through a User acting on its behalf or otherwise. In the event that the Client does not do so for whatever reason, the Client shall be responsible for the entire content of the Instruction and will be deemed to have accepted and agreed to any standard or default terms, whether automatically populated by the Bank, ratified by the Client, or otherwise. Where the Bank provides the Client with a quote, then this shall be subject to any conditions or limits specified in the quote and the quote may be withdrawn at any time.  The Bank is not responsible or liable for transmissions that are inaccurate or which it does not receive, and may execute any Transaction on the terms actually received by it. Any record maintained by the Bank relating to Instructions is conclusive evidence of such, save in the case of manifest error. The Client acknowledges and agrees that receipt by the Bank of any Instruction via the Electronic Services will not constitute acceptance of such Order by the Bank for the purposes of effecting any Transaction. The Bank may reject, withdraw or decline to process any Instruction or part of any Instruction, including additional or non-standard transaction terms introduced to any system, provide any quote or to enter into a Transaction (in each case, in whole or in part) at its absolute discretion, and is under no obligation to accept, execute, modify, replace or cancel all or any part of a Transaction. A Transaction or Instruction is only binding on the Bank when the Bank confirms to the Client that it has been executed (whether in whole or in part) by any counterparty (including the Bank). The Client acknowledges that its Instructions may not be wholly or partially executed by a certain time and that the Bank is not responsible for any delays due to market factors, its own verification or authorisation processes or any other reason whatsoever, nor for executing an Instruction before processing any subsequently issued cancellation or amendment to the Instruction. If there is a conflict between any Confirmation sent by the Bank and this ESA or any immediate Instruction acknowledgement, the terms of the Confirmation will prevail. Confirmations and execution reports are subject to adjustment by the Bank or any third party providing the Electronic Services, including for errors by the markets to which the Client’s orders were routed. The Client is responsible for checking any such acknowledgements, execution reports and Confirmations, and shall notify the Bank of any discrepancies including where required in accordance with the terms of any Client Agreement or Applicable Law, and of any other failures it becomes aware of in relation to any aspect of the Electronic Services. Such acknowledgements, execution reports or Confirmations shall be deemed to be accepted by you if not objected to by you within 24 hours of the Bank sending the same, or such longer period as specified under Applicable Law. The Client may request the Bank to amend or cancel a Transaction, but the Bank is under no obligation to do so, and may only be able to do so for certain Transactions. The Bank is entitled to cancel an Instruction or Transaction, in whole or in part, where requested to do so by a Competent Authority and/ or pursuant to Applicable Laws. Instructions or orders which have not been executed by close of business on the relevant market may expire. The Client acknowledges and agrees that a member of the BNPP Group may engage in any activity to hedge Transactions or pending Transactions in order to facilitate a Client’s order, or may deal as principal on its own account or as agent for the benefit of itself or any other member of the BNPP Group, which may adversely affect the Client’s own Transactions.  The Bank is a global institution servicing customers in many countries and as such, conflicts may arise between the interests of internal and/or external parties to a Transaction. The Bank requires Relevant Persons to eliminate or mitigate, manage and disclose identified conflicts of interest.

6.  No advice. Nothing in this ESA or in any information or materials made available via the Electronic Services or any other action of the Bank constitutes an offer, recommendation, advice or solicitation to make any investment, and the Bank does not act as an advisor or fiduciary to the Client, any Principal (if applicable) or any User. The Client is responsible for making its own investment decisions, and will ensure that its Principals understand the risks presented by a Transaction and that each Transaction is appropriate and suitable for the relevant Principal. The Bank does not advise the Client on legal, compliance or taxation matters. The Bank may in its sole discretion require Users to be appropriately trained (including, without limitation, through the provision by the Bank of user guides or access to a simulated market).  It is the responsibility of the Client to avail themselves of any training provided by the Bank.

7.  Fees and costs. The Client is responsible for all third party fees, any costs, and any expenses associated with its access to and use of the Electronic Services and the execution and settlement of Transactions (including commissions, applicable taxes, duties, information technology and other connectivity costs, and any fees, costs or expenses resulting from any action by any government agency, market, exchange, clearing system or other self-regulatory body) (the “Costs”). The Client agrees to pay such fees for the provision and use of the Electronic Services as may be separately specified in writing provided by the Bank to the Client or as otherwise agreed between the parties.

8.  Intellectual property. Intellectual Property Rights in the Electronic Services, and related documentation and materials, belong to the Bank, any other member of the BNPP Group, or its or their licensors, including Providers; and the Client shall not acquire any right or interest in any such Intellectual Property Rights. The Client undertakes not to procure or generate any translation or, adaptation of, or modification of to, the Electronic Services including any adjustment of possible errors. The “BNP Paribas” trade mark is owned by BNPP and nothing contained in the Electronic Services or in this ESA shall constitute the granting of a licence to use such trade mark or any other trade mark owned by any member of the BNPP Group. The Client shall not use the name(s) or trade mark(s) of the Bank, or any other member of the BNPP Group, for marketing or publicity purposes, without the Bank’s prior written consent. The Client hereby grants to the Bank, and to any other relevant member(s) of the BNPP Group, a royalty-free, non-exclusive, transferable, irrevocable, perpetual, worldwide licence to use (including creating derivate works) any information or data the Client provides or makes available (directly or indirectly) to the Bank or which the Bank otherwise accesses in connection with the Electronic Services. The Bank will have the right to conduct all claims, disputes and proceedings relating to its Intellectual Property Rights (including any proceedings to which the Client is a party), and will, in its sole discretion, decide what action, if any, to take in respect of any such claim, dispute or proceedings.

9.  Data and materials. The Client acknowledges, and shall ensure that its Users acknowledge, that: (a) data received by the Client using the Electronic Services is subject to Clause 16 of this ESA and proprietary to the Bank, another member of the BNPP Group, and/ or its or their licensors and should only be used in accordance with Applicable Laws, this ESA and the terms and conditions of such licensors and shall only be used by the Client for the purposes of using or receiving Electronic Services; (b) information provided through the Electronic Services is not investment advice; and (c) market data may be inaccurate, delayed or incomplete and neither the Bank nor any of its market data suppliers are liable for any such defects.

10. Client representations and warranties. The Client warrants and represents to the Bank (now and each time it or any of its Users uses or receives an Electronic Service) that: (a) the Client has all necessary corporate and regulatory authorisations and capacity to enter into this ESA and to perform its obligations, whether as principal or agent and, if as agent, the Client has full power and authority to enter into this ESA and any Transactions on behalf of the underlying Principal, such Principal has all necessary corporate and regulatory authorisations and the Client shall procure that the underlying Principal complies with all relevant obligations and liabilities arising pursuant to this ESA, any Transaction or any Instruction; (b) any information provided or deemed to have been provided by the Client to the Bank is authentic, complete, correct and not misleading and the Bank may rely on that information; (c) this ESA and each Transaction and/ or Instruction form valid and binding legal obligations of the Client and, where applicable, the underlying Principal; (d) the Client’s and its Users’ use of the Electronic Services and performance pursuant to this ESA, each Transaction and/ or Instruction, and any Client Agreement, on behalf of itself or a Principal (as applicable), complies with all Applicable Laws, this ESA and any Client Agreement and with any reasonable instructions or policies applicable to each Electronic Service (including, without limitation, notices relating to short selling, exchange notices and information packs) provided or made available to the Client and/ or a User; (e) the Client shall provide the Bank with relevant information regarding any underlying Principal upon request and, where the Client does not disclose the identity of any such Principal to the Bank, the Client shall be liable for all obligations and liabilities relating to that Principal under this ESA, any Instruction or any Transaction; (f) each underlying Principal of the Client (where the Client acts as agent on the Principal’s behalf) shall be joint and severally liable to the Bank in respect of all obligations and liabilities of the Client under this ESA, any Instruction and/or any Transaction; (g) that it will comply with any reasonable direction that the Bank gives in relation to its compliance with this ESA and/or otherwise in connection with the Electronic Services; (h) the Client shall not, and shall procure that its Users shall not, abuse or misuse the Electronic Services, or use the Electronic Services in a manner which may have a manipulative, abusive or distortive effect or which may create any false or misleading impressions as to any trading activity or compromise the transparency of any trading activity; (i) the Client has adequate internal controls and procedures in place in relation to the recruitment of new employees and the authorisation of prospective Users, including, without limitation, ensuring that each prospective User receives appropriate training on system functionality and the applicable market rules and regulations (including the Rules) before they are authorised to access electronic trading systems and will ensure appropriate User access control on an ongoing basis including removing access rights where a User’s employment is terminated; (j) any instruments offered and sold by the Client using the Electronic Services shall be free and clear of any encumbrances, liens or restrictions of any kind; (k) the Client has in place a technical testing programme that conforms to applicable industry standards from time to time, to ensure that its systems, procedures and controls are capable of withstanding significant and extraordinary market pressures or external events; (l) the Client is acting in the course of business and not as a consumer for the purposes of the Electronic Commerce (EC Directive) Regulations 2002, and the Client therefore acknowledges that no transaction or contracting information as required by such regulations will be provided; and (m) to the extent the an algorithmic system is accessed and/or used as part of the Electronic Services then: (A) the Client hereby confirms that it will have adequately understood the functionality of such algorithmic system beforehand (which, for the avoidance of doubt, includes knowledge of its characteristics, behaviour, potential market impact, market integrity risks and/or appropriateness of its access and/or use); and (B) the Client will be deemed to: (aa) be aware of any updated functionality and/or other change to such algorithmic system to the extent possible with the information provided (or otherwise made available) to it; and (bb) have accepted any updated functionality and/or other change to such algorithmic system where it continues its access and/or use after the implementation of such updated functionality and/or other change. The Client shall immediately notify the Bank of any change in circumstance affecting the above warranties and representations, and of any material change to its structure or status that would affect the provision of, or the Bank’s decision to provide, the Electronic Services.

11. DISCLAIMER. THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE ELECTRONIC SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT THE CLIENT’S SOLE RISK. SAVE AS EXPRESSLY SET OUT IN THIS ESA, NO RELEVANT PERSON, NOR ANY OTHER PARTY, MAKES ANY WARRANTY, REPRESENTATION OR OTHER ASSURANCE, EXPRESS OR IMPLIED, TO THE CLIENT OR ANY USER CONCERNING THE ELECTRONIC SERVICES AND ALL WARRANTIES, REPRESENTATIONS OR OTHER ASSURANCES, WHETHER ARISING UNDER STATUTE OR OTHERWISE, AS TO THE USE OF OR ACCESS TO THE ELECTRONIC SERVICES WITH RESPECT TO QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TITLE, CURRENCY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, CONTINUED AVAILABILITY, SECURITY OF INFORMATION TECHNOLOGY, ABSENCES OF VIRUSES OR DAMAGING OR DISABLING CODE OR OTHERWISE, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMISSIBLE.

12. LIABILITY. NO RELEVANT PERSON SHALL BE LIABLE FOR ANY LOSSES (AS DEFINED IN CLAUSE 23) IN CONNECTION WITH THIS ESA, PROVISION OR USE OF ANY ELECTRONIC SERVICES, OR ANY THIRD PARTY SERVICES USED IN CONNECTION WITH THE ELECTRONIC SERVICES, EXCEPT THAT THIS ESA DOES NOT EXCLUDE OR LIMIT ANY LIABILITY WHICH MAY NOT LAWFULLY BE EXCLUDED OR LIMITED (EVEN IF ANY OTHER PROVISION OF THIS ESA WOULD OTHERWISE SUGGEST THAT THIS MIGHT BE THE CASE). SUBJECT TO THE PREVIOUS SENTENCE, THE TOTAL AGGREGATE LIABILITY OF THE RELEVANT PERSONS FOR ALL LOSSES (AS DEFINED IN CLAUSE 23) ARISING OUT OF THIS ESA OR THE ELECTRONIC SERVICES (WHETHER FOR BREACH OF CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED THOUSAND EUROS (EUR100,000). THE CLIENT AGREES THAT THE EXCLUSIONS AND LIMITATIONS SET OUT IN THIS ESA ARE REASONABLE IN LIGHT OF THE NATURE OF THE ELECTRONIC SERVICES.

13. Indemnity. The Client will indemnify and keep indemnified each Relevant Person from and against all Losses incurred directly or indirectly in connection with (a) the Client’s and/ or its Users’ access (including any unauthorised use of Access Details) and use of, or inability to access or use, the Electronic Services (including any claims that a Transaction was not suitable for, within the capacity of, or authorised by any Principal, as applicable); (b) the duties or the exercise of any of powers or discretions of the Bank under this ESA; (c) the use of hardware and/or software used by the Client and/or its Users in connection with the Electronic Services; and (d) any incorrect or misleading representation or warranty made by the Client, or any breach by the Client of its obligations to the Bank of this ESA, other relevant terms or the terms of any transaction or contract entered into pursuant to or in connection with this ESA, except, in the case of (a) and (b), to the extent such Losses are caused by the wilful default, fraud or gross negligence of the Relevant Person. The Client will provide each Relevant Person with reasonable cooperation in relation to third party claims relating to the Electronic Services.

14. Confidentiality. Subject to the rest of this Clause 14, all Confidential Information provided by the parties in connection with this ESA shall be kept strictly confidential by the receiving party, unless such disclosure is otherwise agreed to in writing by the other party; is required by any Applicable Law or Rule including disclosure to any Competent Authority; is permitted under any applicable Client Agreement; relates to information already in the public domain; or relates to any actual or potential transfer or novation of any Transaction or related risk by the Bank. The Client agrees and acknowledges that the provision of the Electronic Services may require the Bank to disclose Confidential Information with third parties, services providers and licensors. Where necessary for the operation of the Bank’s business on a global group basis, the Bank may disclose Confidential Information of the Client and/ or Users to any other member of the BNPP Group; any successor to any part of its business; licensors/ service providers of BNPP Group; and as may be otherwise permitted by the Client and/ or User. The Client hereby provides its express consent to such disclosure. To the extent permitted by any Applicable Laws, the Client will give reasonable prior notice in writing to the Bank of any Confidential Information of the Bank that it is required to disclose to any Competent Authority under Applicable Law or Rule, and the Client will use reasonable endeavours to limit the extent of any disclosure.

15. 15(A) Termination. Either party may terminate this ESA upon thirty (30) days prior written notice to the other party. Upon termination, the Client’s and the User’s rights to use and access the Electronic Services shall cease. The Bank may terminate this ESA if: (a) the Client materially breaches any provision of this ESA; (b) the Client becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed,  or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so; (c) the Electronic Services accessed, used and/or received by the Client cannot lawfully be provided by the Bank or its third party licensors (as the case may be); and/or (d) it considers in its sole discretion necessary to do so in order to comply with the determination or request of any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body or independent monitor exercising any regulatory, importing or other governmental or quasi-governmental authority (including financial instruments exchanges), and including the European Union and any tax authority.

15(B) Consequences of termination. Termination of this ESA will not affect (a) accrued liabilities or obligations owed by the Client to the Bank (including in respect of Transactions entered into or Instructions) arising prior to the effective date of termination; or (b) the validity of those provisions of this ESA that are intended to continue to have effect after such termination (including but not limited to those relating to transactions (Clause 5), liability (Clause 12), indemnity (Clause 13), data and materials (Clause 9), electronic communication (Clause 17), confidentiality (Clause 14), definitions (Clause 23), client representations and warranties (Clause 10), disclaimer (Clause 11), consequences of termination (Clause 15(B)),and/or general (Clause 20), in addition to the equivalent provisions in the jurisdiction-specific annex (Clause 22)). On termination of this ESA (a) the Client’s and its Users’ rights to use and access the Electronic Services shall cease immediately; (b) the Bank may close-out or otherwise liquidate any Transactions that have not been cleared; and (c) all financial obligations shall become immediately due and payable by the Client to the Bank. Without prejudice to its rights under this Clause ‎15 the Bank is entitled to exercise or enforce any charge or guarantee in respect of the Client’s obligations under this ESA or any other document.

16. Data protection.  You acknowledge that, subject to any Applicable Law, we may use and otherwise process the information that you provide to us in accordance with our CIB Data Protection Notice located on our global CIB corporate website (https://cib.bnpparibas.com/about/privacy-policy_a-38-60.html) as updated on that website from time to time. When you provide us with personal data of your staff or any third party, you confirm that such staff or third party receives this CIB Data Protection Notice and understands the information in this CIB Data Protection Notice about how we will use their personal data.

17. Electronic communications. The Client consents to the provision of information by the Bank (including Confirmations and other Transaction information) by electronic means (including email). If the Client uses FIX or similar electronic trading protocols, the Client shall use the version proposed by the Bank (unless agreed otherwise).

18. Notices. Notices to the Bank shall be sent in writing using the details last notified by the Bank and shall be effective when received; notices to the Client shall be sent to the address provided by the Client or to the Client’s registered office and shall be effective one London business day after it is sent. Any notice or communication sent by the Bank to a User shall also be deemed to have been sent to the Client, unless otherwise agreed.

19. Agent for service of process. The Client acknowledges and agrees that, if it is not resident in England, it shall, immediately upon request of the Bank, appoint and maintain an agent for service of process in England. The Client further acknowledges and agrees that any notice of legal process shall be sufficiently served on the Client if delivered to such agent. The Client shall provide written details of such agent(s) to the Bank, on request by the Bank. Nothing contained herein shall restrict the Bank’s authority to serve notice by any means allowed by Applicable Law.  

20. General. This ESA contains the entire terms and conditions applying between the parties in relation to Electronic Services, subject to any Applicable Laws, the Client Agreements, and any additional terms provided to the Client relating to specific Electronic Services. All rights granted under this ESA are subject to any Applicable Laws.  If any provision of this ESA is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this ESA in that jurisdiction will not be affected, and the legality, validity and enforceability of the whole of this ESA in any other jurisdiction will also not be affected.  Notwithstanding the foregoing in the event of such deletion the parties agree to negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted. This ESA is for the benefit of the Client, the Bank, any other member of the BNPP Group and each Relevant Person; no other party or third party has rights under this ESA. The Client may not sublicense, allow or permit any other person to access or use the Electronic Services or information contained in the Electronic Service, without prior written consent of the Bank.  The Bank may amend this ESA by giving written notice to the Client or making the amended terms available on the Electronic Services; the Client and Users shall be deemed to have accepted any such amendment if the Client or a User continues to receive Electronic Services following its receipt of notice of the amendment. The Client may not, without the prior written consent of the Bank, transfer, sub-delegate or assign any rights or obligations under this ESA; and any such purported transfer or assignment is invalid. The Bank may assign or novate this ESA to any other member of the BNPP Group or a successor to any part of its business, by delivering to the Client a written notice to the appropriate effect and specifying the effective date of such assignment or novation. The Bank may delegate the provision of the Electronic Services or the performance of any obligation or function and reserves the right to use any agents on such terms as it thinks fit. The Client will cooperate with all reasonable requests of the Bank to give full effect to this ESA and any Instruction or Transaction and to protect the Bank’s rights in the Electronic Services. The invalidity of part of this ESA shall not affect the validity of the rest. No failure to exercise nor any delay in exercising by any party to this ESA of any right, power, privilege or remedy under this ESA will impair or operate as a waiver thereof in whole or in part. This ESA may be executed in counterparts and each counterpart, when taken together with the corresponding counterpart, shall constitute one and the same document. To the fullest extent permitted by law: (a) this ESA (apart from the jurisdiction-specific annexes described in Clause 22) is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute or difference between the parties arising out of or in connection with it, its interpretation or subject-matter; and (b) each jurisdiction-specific annex is governed by the laws of the relevant jurisdiction of which it is titled (save for those jurisdiction-specifc annexes titled “APAC”, “Australia”, “Hong Kong”, “Indonesia”, “Japan”, “Malaysia”, “Republic of Korea”, “Singapore”, “Taiwan” and “Thailand” which shall be governed by English law, and the jurisdiction-specific annex titled “United States of America” which shall be govered by the laws of the State of New York), and the parties submit to the exclusive jurisdiction of the courts of such relevant jurisdiction  in relation to any dispute or difference between the parties arising out of or in connection with this ESA or any jurisdiction-specific annex (as the case may be), their interpretation or subject matter. The Parties acknowledge that they have required this ESA and any related documents to be written in English. (Les parties aux présentes reconnaissent qu’elles ont exigé que la présente entente et tous documents connexes soient rédigés en anglais.) To the extent there are any inconsistencies between the English version and another language version of this ESA, the English version shall prevail.

21. Sanctions. The Bank and members of the BNPP Group may take any action they consider appropriate in their sole and absolute discretion, to meet compliance obligations in connection with efforts related to the detection, investigation and prevention of money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, or economic sanctions violations (“Financial Crime”).  Neither the Bank nor any other member of the BNPP Group shall be liable to you or any third party in respect of any loss whether incurred by you or a third party in connection with the reasonable delaying, blocking or refusing of any payment or the provision of all or part of any services or otherwise in connection with efforts related to the detection, investigation and prevention of Financial Crime. Except as otherwise authorized by BNP Paribas, the Client agrees to conduct no Transaction or other activity related to this ESA involving, directly or indirectly, a target of economic sanctions administered, imposed or enforced by the European Union, U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or other relevant authority (collectively, “Sanctions Laws”). 

22. Jurisdiction-specific annex. The Client acknowledges and agrees to be bound by each jurisdiction-specific annex in this Clause 22 that are titled with the name(s) of the jurisdiction(s) where it accesses, uses and/or receives any of the Electronic Services. For the avoidance of doubt: (a) the Client will not be bound by a jurisdiction-specific annex in this Clause 22 titled with the name of a jurisdiction where it does not access, use and/or receive Electronic Services in such jurisdiction; and (b) where a jurisdiction-specific annex in this Clause 22 applies to the Client, its application is limited to the extent the Client accesses, uses and/or receives Electronic Services in such named jurisdiction. Each jurisdiction-specific annex may be accessed on the relevant website listed below as updated from time to time:

23. Definitions.

Access Details:  any username, password, authorisation device (such as a pass-code card or equivalent device which generates a security token), PIN and/or such other security devices or details, in whatever form and on whatever media, provided to the Client or Users, or thereafter selected by them, from time to time, in order to enable them to access and use the Electronic Services.

Applicable Laws:  all applicable laws, rules and regulations, including, without limitation, any rules regarding short sales under applicable securities laws, rules of any Execution Venue or clearing system and Sanctions Laws.  This ESA is subject to applicable anti-blocking statutes targeting foreign extraterritorial measures (including those which seek to restrain trade or commerce with specified jurisdictions).

Bank: BNPP or the Subsidiary or the Branch from which the Electronic Services are provided, or as specified by the BNPP Group from time to time.

BNPP: BNP Paribas S.A., a bank incorporated in France and having its registered office at 16, boulevard des Italiens – 75009 Paris (France), registered at the Paris Trade Register with number 662 042 449.

BNPP Group: BNPP and any company or other legal entity in which BNPP holds, directly or indirectly, a majority shareholding interest (a “Subsidiary”), as well as any branch of BNPP or any of its Subsidiaries (a “Branch”).

Client: the legal entity or person entering into this ESA in accordance with Clause 1 of this ESA for the purpose of using and accessing the Electronic Services as part of its commercial relationship with the Bank and the BNPP Group and includes each party on whose behalf such legal entity uses the Electronic Services.

Client Agreement: any agreement, documentation or other arrangement between the Bank (or any other member of the BNPP Group) and the Client applicable to the relevant Transaction, including but not limited to any general terms of business of the Bank.

Competent Authority: any court, tribunal, regulator, self-regulatory organisation, stock exchange or any other exchange or other authority (including tax authorities) having jurisdiction over the Client or any member of BNPP Group.

Confidential Information:  any information (in whatever form) which is confidential, a trade secret, proprietary or otherwise not publically known, including, without limitation, all software and algorithms provided by the Bank to the Client or any User.

Confirmation:  a confirmation of a Transaction.

Costs: has the meaning given to it in Clause 7.

Electronic Services: one or more electronic services relating to connectivity, trading, market data, trade processing, reconciliation, analytics, portfolio administration (and related interfaces, hardware, software (which includes, for the avoidance of doubt, bots and/or other online software applications that run automated tasks), algorithms, documentation and services) made available by the Bank either directly or indirectly through a third party (including any Execution Venue), from time to time.

Execution Venue: has the meaning given to it in Clause 5.

Instruction(s):  any order, RFQ or other instruction appearing to be made by the Client or on the Client’s behalf, including by any User, in connection with the Electronic Services.

Intellectual Property Right(s): any intellectual property right including patents, trade marks, design rights, copyrights, database rights, trade secrets and all rights of an equivalent nature anywhere in the world, together with any applications or rights to apply for the foregoing.

Losses: any loss, damage or expense, whether direct or indirect and whether the party causing such loss knew or ought reasonably to have known of the possibility of such loss occurring,  including any loss of profit, loss of revenue, loss of data, loss of opportunity, loss of contract, loss of goodwill, loss of reputation, loss of fees, increased cost of working, any indirect, consequential, special, punitive, or incidental loss, or any loss resulting from liability to any other person (and in each case whether the foregoing arise in contract, tort, negligence or otherwise).

Principal: has the meaning given to it in Clause 3.

Provider: has the meaning given to it in Clause 1.

Relevant Person: the Bank, any member of the BNPP Group, its or their agents, suppliers, licensors or delegates or its or their directors, officers or employees.

RFQ: has the meaning given to it in Clause 5.

Rules: the rules of any exchange, multilateral trading facility/trading platform, clearing house on or through which relevant Transactions may be traded or cleared.

Transaction: any transaction entered or to be entered into by the Client (including when instructed by a User or otherwise) or on the Client’s behalf using the Electronic Services, relating to securities, currencies, commodities, derivatives (including but not limited to swaps), futures, options or any other type of investment or financial instruments.

User: an individual accessing the Electronic Services on behalf of the Client through any Access Details, including but not limited to any representative of the Client or any individual officer, employee or agent of the Client who is, from time to time, notified to the Bank in writing as authorised by the Client to use the Electronic Services on the Client’s behalf.

Pursuant to Clause 1, the parties may choose to execute this ESA with handwritten signatures, in which case the below execution block should be used.

Executed for an on behalf of the parties by:

BNP PARIBAS S.A.
By:__________________________________________
Name: _______________________________________ 
Title: ________________________________________ 
Date: ________________________________________    By:__________________________________________  
Name: _______________________________________ 
Title: ________________________________________ 
Date: ________________________________________
Client name:                                                                  
Client address:                                                                                                                                                                                                                                                                                                                                          
By:__________________________________________  
Name: _______________________________________ 
Title: ________________________________________ 
Date: ________________________________________

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