General Terms of Business
Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is a member of the Malta Stock Exchange (“MSE”) and is licensed (Category 3) by the Malta Financial Services Authority (“MFSA”) of Notabile Road, Mriehel under the Investment Services Act. The following general terms of business set out our relationship with you the ‘Client’.
1. Instructions and Appointment
- The Rules issued by the MFSA require that non-professional investors (referred to as Retail Clients) be given a higher degree of care and protection when being offered and/or advised on investment services/matters. Rizzo Farrugia is obliged to classify investors as Retail Clients or Professional Clients before acceptance.
- Should clients elect to be treated as Professional Clients in view of their experience, knowledge and expertise in investment matters, they should be aware that the level of protection and care in dealing with their portfolio will be lower than that offered to Retail Clients.
- Where Rizzo Farrugia’s services under this Agreement are of an ‘execution-only’ nature, Rizzo Farrugia will act exclusively on the basis of instructions received from the Client and the Client acknowledges that he/she is relying wholly and exclusively on his/her own skill, judgement and expertise. In this case, Rizzo Farrugia is not required to assess the suitability of the investment or service provided and therefore the Client does not benefit from the corresponding protection of the relevant conduct of business rules issued by the MFSA.
- For execution-only clients, Rizzo Farrugia may at its discretion decline to execute an order if it considers, on the basis of the information contained in Section C that the product or service is not appropriate for the Client. Furthermore, where the Client elects not to provide the required information or where he provides insufficient information regarding his knowledge and experience, the Client is warned that Rizzo Farrugia will not be in a position to determine whether the service or product envisaged is appropriate for the Client.
- Where Rizzo Farrugia’s services under this Agreement are of an ‘advisory’ nature, Rizzo Farrugia will provide the Client with advice on the management of investment portfolios for the purposes of achieving the investment objectives in terms of Section E. The Client may be contacted with recommendations, or alternatively, advice may be given during prearranged meetings or calls between Rizzo Farrugia and the Client. Decisions are however taken by the Client every time an acquisition or disposal of an investment is carried out.
- In order for Rizzo Farrugia to assess the suitability of investments for the Client when giving advice as well as for Rizzo Farrugia to assess the appropriateness of investments chosen by the Client and only executed by Rizzo Farrugia, the Client must complete Sections C, D and E as explained within each section.
- In the case of joint accounts, unless otherwise specifically indicated in writing by the Client, Rizzo Farrugia shall assess the knowledge and experience of the primary decision maker in respect of the portfolio, as indicated by the Client in Section C, and shall take an overall view of his/her knowledge and experience when performing an assessment of appropriateness or suitability.
- Rizzo Farrugia will not provide advice to Clients who refuse to disclose to Rizzo Farrugia all the necessary information required in Sections C, D and E that are needed in order to assess suitability of an investment for that client.
- The Client hereby instructs Rizzo Farrugia, who accepts, to acquire any of the instruments detailed in Section K, and in accordance with the descriptions stipulated therein, as may be amended from time to time, hereinafter referred to as the ‘Instruments’. Unless otherwise instructed by the Client, Rizzo Farrugia will not act as nominee on behalf of the Client.
- For purchase orders, the Client accepts and agrees to provide Rizzo Farrugia with sufficient funds to cover all costs for the purchase (including the respective MSE and brokerage charges) in advance of the execution of such purchase order.
- In terms of the MSE Bye Laws, in the event that, notwithstanding 1.10 above, the Client does not advance the appropriate funds for settlement to Rizzo Farrugia or will not be in a position to advance the appropriate funds for settlement, consent is hereby granted to Rizzo Farrugia, for title of the purchased securities which are the subject of the default to be credited to Rizzo Farrugia’s account.
- Rizzo Farrugia and the Client agree that the Client may, in writing, by telephone, e-mail or fax, request Rizzo Farrugia to acquire/sell instruments included in Section K of this document.
- Rizzo Farrugia shall use all reasonable endeavours to execute the Client’s instructions as soon as practicable but shall be under no responsibility for any loss or expense incurred or otherwise sustained by the Client beyond Rizzo Farrugia’s control or as a result of any change in market conditions between the date of these instructions and execution by Rizzo Farrugia.
- Rizzo Farrugia shall execute Client’s instructions or any further instructions as aforesaid itself and/or through an associated company and/or through such other licensed third party as Rizzo Farrugia may deem appropriate. In providing this service, Rizzo Farrugia will follow its Best Execution Policy, details of which are found in Section L.
- In the event that the Client is represented by more than one person, any instructions, directions, declarations, requests, information, notices and any other communication and any undertaking by the Client under this Agreement shall be deemed to have been given by the Client, both if given by the Client or otherwise in accordance with Section G of this Agreement, and the said person/s shall be jointly and severally liable to fulfil all the obligations of the Client under this Agreement. On the other hand, Rizzo Farrugia shall fulfil its obligation to give any instructions, directions, declarations, requests, information, notices and any other communication to the Client if it gives any such instructions, directions, declarations, requests, information, notices and any other communication to any one of the persons representing the Client at the address, telephone, fax or email as the Client shall indicate to Rizzo Farrugia from time to time for this purpose. It is the responsibility of the Client and/or the appointed signatories to keep Rizzo Farrugia informed of any changes to the information provided in Section G.
- In providing its services under this Agreement, Rizzo Farrugia may provide the Client with foreign exchange services in the event that the Client requests Rizzo Farrugia to convert any currency held on account with Rizzo Farrugia into another currency. Rizzo Farrugia will endeavour to obtain a rate of exchange which will be an improvement over the standard retail rate for the benefit of the Client. Rizzo Farrugia may retain part of the improvement obtained to cover the administrative procedures and expenses necessary in obtaining such an improvement.
- In providing its services under this Agreement, where the Client’s instructions cannot be executed on the regulated market where the security is listed, Rizzo Farrugia may satisfy the Client’s instructions by utilising securities held on its own account.
- Rizzo Farrugia will accept communication in writing, by fax or by email. Any communications in writing to Rizzo Farrugia shall be signed by the Client or the Client’s authorised signatory, whose specimen signature appears in Section G and/or Page 16 of this Agreement, shall be addressed to:
By mail: The Directors,
Rizzo, Farrugia & Co. (Stockbrokers) Ltd,
Airways House – Third Floor, High Street, Sliema SLM 1549, MALTA
By fax: (00356) 2258 3001
By email: email@example.com
and shall take effect on actual receipt by Rizzo Farrugia.
- Rizzo Farrugia shall be entitled to rely on any communication or document (including any fax or e-mail message), believed by it to be genuine and correct, as having been communicated and signed by the Client. Rizzo Farrugia shall however be entitled, at its discretion but especially where, for any reason, the written communication is not believed to be genuine or correct, to require the Client to confirm the instructions verbally, and to delay acting on any written communication until such verbal confirmation is received.
- Rizzo Farrugia may also accept instructions telephonically as long as Rizzo Farrugia is satisfied as to the validity, the authenticity and the legality of the instructions. Rizzo Farrugia shall be entitled, at its discretion, to require the Client to give or confirm any such verbal direction or instruction in writing, and may refrain from acting until such written direction or instruction is received.
- The Client hereby accepts and agrees that telephone calls may be recorded by Rizzo Farrugia.
- Instructions may be given in Maltese or in English.
The Client shall be deemed to have acknowledged and approved the execution of any orders, unless a complaint is received immediately upon receipt of the relevant trade confirmation/s. Complaints must be made in writing (including by e-mail) and Rizzo Farrugia will investigate complaints forthwith. As required by rules issued by the MFSA, any complaint received will be acknowledged within seven business days of receipt and if within two months after receipt of the complaint the investigation has not been completed, Rizzo Farrugia will inform the Client in writing and will continue to try and resolve the complaint. Should the complaint not be resolved to the Client’s satisfaction, the Client is entitled to refer the complaint to the MFSA.
4. Limitation of Liability and Indemnity
- Rizzo Farrugia shall not be liable for any depreciation in value of the Instruments or losses suffered unless due to fraud or gross negligence on its part. Rizzo Farrugia declares, and the Client accepts, that it is not acting as trustee in respect of the Instruments and is therefore not liable as such.
- Although Rizzo Farrugia will always take reasonable care when giving investment advice, it cannot guarantee that the Client’s investments will not depreciate in value. Any information or advice so given to the Client, whether verbally or otherwise, are only statements of opinion and no express or implied representation or warranty is given or implied therefrom.
- Rizzo Farrugia will not be liable to the Client or to any third party for any loss which may be sustained in relation to the services provided by Rizzo Farrugia in accordance with this Agreement unless such loss arises from negligence, wilful default or fraud by Rizzo Farrugia or any of its employees. The Client agrees to indemnify Rizzo Farrugia, its Directors and employees against all losses, claims, proceedings, actions, demands, costs, expenses or other liability whatsoever incurred by them, pursuant to, or in connection with, this Agreement, or as a consequence of Rizzo Farrugia acting, or not acting, on instructions submitted or purported to be submitted by the Client by means of telephone, fax, email or any other electronic means.
- The Client assumes full responsibility for all risks in relation to communications by telephone, fax, email or other electronic means, including the risk of errors or breakdown in transmission which are outside the control of Rizzo Farrugia and the Client shall indemnify Rizzo Farrugia for any loss, claim, proceeding, action, demand, cost, expense or other liability incurred as a result of the means of communication used.
- Furthermore, the Client acknowledges that any communication by telephone, fax, email or any other electronic means shall be stored by Rizzo Farrugia in a manner that is not encrypted or secured. Such means of communication and their storage are inherently unsecure and can involve risks, including but not limited to, the lack of confidentiality, potential manipulation of contents and/or sender’s address, incorrect recipient (misdirection), data theft and viruses. Rizzo Farrugia recommends that the Client does not send any information deemed to be of a sensitive nature via such means, and that the Client does not include details of the previous message in any reply. Rizzo Farrugia assumes no responsibility for any loss or damage resulting from the use of such means of communication or from its storage methods, and the Client agrees to indemnify Rizzo Farrugia, its Directors and employees against all losses, claims, proceedings, actions, demands, costs, expenses or other liability whatsoever incurred by them, pursuant to, or in connection with, the use or storage of such communication by Rizzo Farrugia or by the Client.
- Rizzo Farrugia may, from time to time prepare research material for circulation by mail or e-mail to its clients or via a dedicated portal on its website. While every care is taken by Rizzo Farrugia in the preparation of such research material which is collected from generally publicly available information which Rizzo Farrugia believes to be reliable, the accuracy thereof cannot be guaranteed. All comments, statements and other information contained in such material is only Rizzo Farrugia’s opinion and are not in any way, whether express or implied, representations or warranties made by Rizzo Farrugia and shall not be construed or considered by the Client as personal investment advice. Any action taken by a Client following receipt of research material from Rizzo Farrugia shall be considered by Rizzo Farrugia as a request for a service at the initiative of the Client without the provision of personal advice. Rizzo Farrugia shall not be liable for any direct or consequential loss arising from the use of such material. Any material circulated or made available to the Client is intended for the use and information of the Client and may not be reproduced, distributed or published by the Client for any purpose.
- Except in cases of fraud or gross negligence, Rizzo Farrugia shall not have any obligation to compensate, based on contractual or non-contractual responsibility, any direct or indirect damages for any amount exceeding the total amount of the fees paid for any portion of the service provided by Rizzo Farrugia that may result in Rizzo Farrugia’s responsibility. Rizzo Farrugia shall not be liable to pay compensation for unforeseeable damages or for consequent or incidental damages, or damages related to losses, including loss of profits, savings or investment opportunities.
5. Fees and Expenses
- The fees and expenses due for the services under this Agreement are specified in Section N, as may be revised by Rizzo Farrugia from time to time and communicated to the Client in terms of clause 22.4 of this Agreement. In this respect, the Client accepts and authorises Rizzo Farrugia to collect fees due by charging the Client’s cash balance held with Rizzo Farrugia. Should funds not be available on account to cover fees and expenses as and when they fall due, the Client will be asked to deposit sufficient funds into his/her account at Rizzo Farrugia to meet the amount of fees and expenses due.
- The Client acknowledges and accepts that in the case of collective investment schemes (funds) that are not traded on a stock exchange, Rizzo Farrugia may keep for its own benefit additional fees paid to Rizzo Farrugia by the scheme’s manager which may be up to 50% of the initial charge paid by the Client to the scheme’s manager and up to 35% of the annual management fee charged by the scheme’s manager in relation to the Client.
The Client hereby declares and warrants that the monies which form the subject of this Agreement have not originated and will not originate from any operation, transaction or activity which is a criminal offence in Malta or which would constitute an offence if carried out in Malta, and further declares that he/she is not and was never subject to any financial sanction, court order, freezing order or any other proceedings in relation to any offence involving a criminal activity. The Client understands and accepts that in providing services under this Agreement, Rizzo Farrugia is bound and will always comply with all applicable laws and regulations.
The Client further declares and undertakes not to instruct Rizzo Farrugia to transfer the Instruments held in his/her direct name or held on his/her behalf by Rizzo Farrugia on a nominee basis to third parties except with the consent of Rizzo Farrugia and accepts that Rizzo Farrugia will not be bound to acknowledge any interest therein other than that of the Client. The Client accepts that Rizzo Farrugia may, at its discretion, decline to execute instructions to transfer Instruments into the name of a third party unless and until Rizzo Farrugia is satisfied with its due diligence exercise on the third party.
The Client warrants that all information supplied to Rizzo Farrugia as part of the Agreement is accurate and complete in all respects and that material changes which may occur from time to time including, but not limited to, changes in investment objectives, tax status, PEP status, and other personal circumstances will be promptly (within 30 days) advised to Rizzo Farrugia.
9. Unsolicited Calls
Unless the Client specifies otherwise in writing, Rizzo Farrugia or an associated company shall be at liberty to telephone or contact the Client without having been expressly invited to do so by the Client.
10. Aggregation of Orders
Rizzo Farrugia may combine the Client’s order/s with its own orders, orders of an associated company or persons connected with Rizzo Farrugia or orders of other customers. Aggregation of orders is normally to the Client’s advantage since execution fees are spread out over a larger number of securities. Nevertheless, in certain circumstances aggregation may work to the Client’s disadvantage, as for example when the supply of the security in question is insufficient to meet the aggregated order. If Rizzo Farrugia aggregates transactions for own account with one or more Client orders, then the Client’s order shall be allocated first and in the case of multiple clients the clients’ orders shall be allocated first. This shall apply also in the case of partial execution of an aggregated order. Rizzo Farrugia will only allocate transactions to its own account after all clients’ order/s have been satisfied.
11. Conflicts of Interests
- Rizzo Farrugia will take all reasonable steps designed to prevent any conflicts of interest from adversely affecting the interests of its clients when providing investment services. Rizzo Farrugia shall avoid conflicts of interest where this is possible and where it is not, it shall ensure, by way of internal procedures and/or disclosure to the Client, that customers are treated fairly. Further details on Rizzo Farrugia’s conflicts of interest policy are available in Section M and on the company’s website. Subject to the above, Rizzo Farrugia may provide advice or effect any transaction under this Agreement notwithstanding that it has a direct or indirect material interest in any transaction concerned, including when it holds the relevant securities for its own account, or has a relationship of any description with another person such as to place it in a position where its duty or interest in relation to that other person conflicts with its duty to clients.
- None of the services to be provided to the Client, nor any other matter shall create or give rise to any fiduciary duties on the part of Rizzo Farrugia which would in any way prevent or hinder Rizzo Farrugia from acting in a dual capacity (either as principal or agent) in respect of investments sold or purchased by the Client.
12. Client’s Money
- Rizzo Farrugia shall deal with the Client’s money in accordance with its licence conditions and the Investment Services Rules of the MFSA. In this respect Rizzo Farrugia shall hold the Client’s money segregated from its own money. Client’s money will be held in separate clients’ bank accounts held with local or foreign licensed credit institutions, designated ‘Rizzo, Farrugia & Co (Stockbrokers) Ltd – Clients a/c’. Monies can be held separately or together with monies belonging to other clients but always segregated from Rizzo Farrugia’s own monies.
- If Rizzo Farrugia receives money from the Client for investment, it will hold such monies in its client’s account/s pending investment. If Rizzo Farrugia receives money on behalf of the Client, it will forward it either by cheque at the Client’s latest known address or, if Client has provided Rizzo Farrugia with the bank account details, Rizzo Farrugia shall credit any such monies received to the Client’s bank account.
- Rizzo Farrugia will not pay any interest on Client’s funds paid on account and/or held on their behalf whether pending investment or otherwise.
- Rizzo Farrugia is a participant in the Investor Compensation Scheme established under the Investor Compensation Scheme Regulations (Legal Notice 386 of 2003). Further information is available from compensationschemes.org.mt.
The Client shall have the right to inspect trade confirmations, vouchers and copies of entries on books or electronic recording media relating to transactions effected on the Client’s behalf. Such records will be maintained by Rizzo Farrugia for a period up to ten years from the date of the transaction, unless otherwise permissible by law or regulations.
All trade confirmations will be sent to the Client’s last known address.
It shall be the sole and exclusive responsibility of the Client to ensure that any liability to tax, in relation to the Instruments, of whatever nature, whether arising or due in Malta or outside Malta, shall be settled or otherwise dealt with according to law. The following information is a generic guideline restricted solely to individual investors who are considered in terms of Maltese income tax law as ordinarily resident and domiciled in Malta. The precise implications for investors will depend on, amongst other things, their particular circumstances. Investors are urged to seek professional tax advice in their specific context. In the case where the income from underlying investments qualifies as ‘investment income’ as defined by Articles 41 and 41A of the Income Tax Act, the said income will be subject to a final withholding tax, currently at 15%. Where the underlying investment consists of shares in Maltese companies, any applicable tax on the dividend will be deducted at source. Capital gains arising from the disposal of securities listed on the Malta Stock Exchange currently qualify from an income tax exemption. Disposal of foreign securities may incur the payment of Capital Gains tax. In this regard Rizzo Farrugia does not accept any responsibility on any Client tax matters and recommends that clients seek professional tax advice.
The Client may terminate this Agreement upon immediate written notice given to Rizzo Farrugia and without penalty. Rizzo Farrugia may also terminate this Agreement immediately by written notice given to the Client without penalty. In either event, termination shall not affect any legal rights or obligations which may have arisen, including the rights and liabilities of any of the parties in respect of transactions for which there is an outstanding liability.
17. Governing Law and Jurisdiction
This Agreement is subject to the rules and regulations of the MFSA and the Malta Stock Exchange. The Agreement shall be governed, construed and interpreted in accordance with Maltese Law and the parties agree to submit to the non-exclusive jurisdiction of the Maltese Courts in respect of this Agreement, its validity, termination and enforceability.
18. Risk Warnings
The Client acknowledges and accepts that:
- Past performance is not necessarily a guide to future performance and the value of investments and the currency in which they are denominated may go down as well as up;
- Investments in emerging markets can be subject to risks which are not normally associated with more developed markets;
- Investments in the securities of smaller companies can involve greater risk than is customarily associated with investments in larger and more established companies;
- The Malta Stock Exchange is a relatively small market when compared to more established international markets. Accordingly, the investments that can be made on the Malta Stock Exchange are limited. This may lead to an exposure to a particular security or industry sector which is higher than that normally associated with a diversified portfolio. This may expose the portfolio to higher levels of volatility and may adversely affect the performance of the portfolio. Some companies listed on the Malta Stock Exchange, through their constitutional documents, impose a ceiling on the equity holding that any one particular investor may, directly or indirectly hold in such companies;
- Depending on the Client’s reference currency, exchange rate fluctuations between Client’s reference currency and the currency of the investments in the portfolio may adversely affect the value of investments and the income derived therefrom.
Both parties to these terms will at all times respect and protect the confidentiality of information acquired in consequence of this Agreement except under compulsion of law including, without limitation, requirements imposed by the tax authorities, the Malta Financial Services Authority and/or the Malta Stock Exchange.
20. Data Protection
- In terms of the Data Protection Act (Chapter 440 of the Laws of Malta), Rizzo Farrugia will process your data:
- to give you statements and provide its products and services;
- for internal assessment and analysis;
- for the detection and prevention of fraud and other criminal activity, including suspicions thereof, which Rizzo Farrugia is bound to report;
- to develop and improve Rizzo Farrugia’s products and services;
- for direct marketing, such as to inform you, by mail, telephone, fax, e-mail or other electronic means, about other products and services supplied by Rizzo Farrugia, its subsidiaries, associates, agents and by other carefully selected third parties, and for research purposes;
- as may otherwise be required or permissible by law or applicable regulations, including tax reporting requirements.
- Please note that your personal data may be disclosed to or exchanged with all employees of Rizzo Farrugia, its subsidiaries, associates, agents and certain service providers for the above purposes only.
- You have the right to request Rizzo Farrugia to inform you about the personal data held about you that is processed and to request its correction where necessary. Furthermore, please inform us in writing if you do not wish that we process your personal data for the purpose of direct marketing.
- The Client undertakes to inform Rizzo Farrugia immediately of any changes in such data.
21. Clients residing outside Malta
- No person receiving a copy of this Agreement (or any document in connection with the services contained in this Agreement) in any jurisdiction other than Malta or accessing Rizzo Farrugia’s services in any jurisdiction other than Malta may treat the same as constituting an invitation or offer to him/her nor should he/she in any event use any Rizzo Farrugia documentation or form or use any of its services unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to him or such document or service could lawfully be used without contravention of any applicable laws.
- It is the responsibility of any person residing outside Malta wishing to make any application or use of any service to satisfy himself/herself as to full observance of the laws of any relevant jurisdiction in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such jurisdiction and paying any obligations, including taxes, required to be paid in such jurisdiction.
- All transactions and services are subject to all applicable Maltese legislation or other rules and regulations in each case as are in force from time to time and any such rules, regulations and laws will prevail in the event of any conflict with this Agreement. Rizzo Farrugia may, so as to be binding upon the Client, take or omit to take any action it considers fit to ensure compliance with any such rules, regulations and laws.
- Each provision hereof is severable and in the event of any provision becoming invalid or contravening any applicable laws, rules or regulations, the remaining provision shall continue to be binding on Rizzo Farrugia and the Client.
- This Agreement is personal to the parties hereto and shall not be capable of assignment.
- This Agreement shall constitute the entire agreement and understanding between the parties hereto and supersedes all previous written and/or verbal agreements. For the avoidance of doubt, the term ‘Agreement’ includes all additional appendices to this Agreement, if any. With respect to transactions entered into under this Agreement, the individual order forms, application forms and/or assessment forms, shall also, with respect to the transactions described therein, constitute the entire agreement and understanding between the parties hereto. This Agreement in its entirety may be amended by Rizzo Farrugia by general notice in writing, on Rizzo Farrugia’s website, or by email to all its clients or to a specific client, and the proposed amendments shall enter into force and form an integral part of this Agreement, on the date mentioned in the amendment notice, unless the Client gives notice in writing or by email to Rizzo Farrugia that he/she objects to such amendments.