Specific Terms of Service of Eucaps Trading Account

Version 1 March 2024

1. Introduction

A. Scope of the Agreement

These Specific Terms or Service together with the attached Schedules (as appropriate) and Appendices describe the basis of the relationship between the client (“you”, “your” or “Client”) and EUCAPS (as defined below) and sets out the terms for the provision of execution, clearing and related services as set forth in Title 2 and available via the trading functions on the EUCAPS website (the "Customer Agreement" or “Agreement”). The Agreement also contains regulatory information. You agree to provide your consent to the terms of this Agreement, and execute this Agreement, by way of electronic signature.

These Terms of Service apply the provision of the services as set forth in Title 2 and generally the receipt and forwarding of orders in respect of one or more financial instruments and the execution of orders regarding financial instruments on behalf of You; by means of the EUCAPS website. These Terms of Service take priority over the General Terms of Service of Eucaps website when the two contradict.

For the use of the EUCAPS website for other actions and services than the strict provision of the services as set forth in Title 2 and/or he receipt and forwarding of orders in respect of one or more financial instruments and the execution of orders regarding financial instruments on behalf of You; that use of the EUCAPS website is not regulated in these Terms of Service, but then the General Terms of Service of Eucaps website (available on eucaps.com) still apply.

B. Information about EUCAPS

EUCAPS (“EUCAPS”, “we” or “us”) means:

1. 1. Eucaps Communication AB is a company incorporated under the laws of Sweden and registered with company registration number 559296-9579, and for the provision of execution, clearing and related services as set forth in Clause 2 on the EUCAPS website is acting as a tied agent of Placing Corporate Finance Sverige AB; 
   2. Placing Corporate Finance Sverige AB, is the provider of the financial services to you. Placing Corporate Finance Sverige AB, incorporated under the laws of Sweden and registered with company registration number 559321-2698, is regulated by the Swedish Financial Services Authority under number 65616;
   3. Eucaps Communications AB acts as tied agent of Placing Corporate Finance Sverige AB for the services as set forth in Title 2 and generally in the receipt and forwarding of orders in financial instruments and the execution of orders in financial instruments: In these situations, Eucaps Communication AB acts as tied agent of Placing Corporate Finance Sverige AB, and act for and on behalf of Placing Corporate Finance Sverige AB;
   4. Where Placing Corporate Finance Sverige AB provides the services as set forth in Title 2 and generally the receipt and forwarding of orders in respect of financial instruments and the execution of orders regarding financial instruments, because of Eucaps Communication AB acting for and behalf of Placing Corporate Finance Sverige AB.

You can contact us by telephone or electronically through the EUCAPS website at eucaps.com.

Where EUCAPS website is mentioned, this should be interpreted as eucaps.com that provides the services as set forth in Title 2 and generally the receipt and forwarding of orders in financial instruments and the execution of orders regarding financial instruments on your behalf. 

You are reminded that for the use of the EUCAPS website for other actions and services than the strict provision of the services as set forth in Title 2 and/or he receipt and forwarding of orders in financial instruments and the execution of orders in financial instruments on your behalf; that use of the EUCAPS website is not regulated in these Terms of Service, but then the General Terms of Service of Eucaps website (available on eucaps.com) still apply.

C. Client Categorization

Unless we have specifically notified you in writing to the contrary, we have categorized you as a Retail Client under the rules set out in the MiFID Regulations. You expressly consent and agree to your Client categorization. Categorization as a Retail Client affords you the highest degree of consumer protection under the MiFID II Rules. 

You have the right to request a different client categorization, although we are not bound to agree to such a request. However, if we do agree to such a request and you are re-categorized, you will lose the benefit of certain protections (as summarized in Appendix 1) set out under the MiFID II Rules. If, following such a request, you are re-categorized as a Professional Client, you must keep us informed of any change in your circumstances which may affect your categorization as a Professional Client. We will specifically notify you in writing if we have categorized you as a Professional Client.

D. Important Information Provided on the EUCAPS Website

1. 1. You expressly consent and agree that we may provide certain information to you by way of a durable medium other than paper (such as by way of e- mail and/or client portal).
   2. You expressly consent and agree that we may provide certain information not personally addressed to you by way of our website or such other website as you are notified of by us from time-to-time.
   3. Where EUCAPS provides important information about its products and services on the EUCAPS website this may include information about margin requirements, adjustments arising from corporate actions, settlement and delivery procedures, order execution policies, tax treatment, and other matters. You confirm that you have regular access to the Internet, and consent to us providing you with information through the EUCAPS website or such other website as may from time to time be communicated to you.

E. Interpreting this Agreement

When used in this Agreement, the words and expressions set out below have the following meanings:

“Addendum” The document which is appended to the Agreement, and which pertains to the provision of services in relation to specific products as indicated therein.

“Applicable Laws” All applicable laws and all applicable rules and regulations made by any judicial, regulatory, tax or other governmental authority, including, without limitation, the constitutions, articles, by-laws, rules, regulations, policies, procedures and interpretations of the exchanges, markets and clearing houses to which orders are routed or Transactions are executed or cleared, in the course of providing our services to you. These include (but are not limited to) the MiFID II Rules.

“Delegated Regulation” The Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organizational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive.

“Delegated Directive” The Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to safeguarding of financial instruments and funds belonging to clients, product governance obligations and the rules applicable to the provision or reception of fees, commissions or any monetary or non- monetary benefits.

“MiFID Regulations” European Union (Markets in Financial Instruments) Regulations 2017 which implemented Directive 2014/65/EU on markets in financial instruments into Irish law.

“MiFID II Rules” The rules pertaining to the provision of MIFID investment services including but not limited to, Directive 2014/65/EU on markets in financial instruments, the MiFID Regulations, the Delegated Regulation, the Delegated Directive and any supplementing, amending or restating legislation relating to the MiFID investment services regime, which may be introduced from time to time.

“Order Execution Policy” EUCAPS’s policy for obtaining best execution as published title 2, subtitle B.

2. Services and Trading

A. Investment Services

1. EUCAPS shall provide the following services to the Client:

(a). EUCAPS shall establish and operate Client account(s) for the trading of investment products and the provision of ancillary services. The account shall be established, maintained, and utilized by EUCAPS and the Client in conformity with the Applicable Laws.

(b). Through the EUCAPS website and/or the EUCAPS system (“Eucaps System”), EUCAPS shall accept orders from Clients for the specified investment products (“Products”) that EUCAPS may make available from time to time to the type of account for which the Client has been approved and provide for the reception and forwarding of such orders and/or the execution of such orders on behold of the Client (“Transactions”). Transactions may be executed and/or settled by EUCAPS, another affiliate of EUCAPS, or a third party / non-affiliated party. In providing services to Clients and for Client’s account(s), EUCAPS may utilize the services of one or more of its affiliated companies, and these affiliates shall have the benefit of EUCAPS’s rights and remedies and limitations on liability under this Agreement provided that any such utilization does not breach any Applicable Laws. For the purposes of this Agreement, where an affiliate is providing services in connection with your account(s), references to EUCAPS shall include EUCAPS’s affiliates.

(c). EUCAPS shall not hold Client funds and or financial instruments and shall not provide and related services. Said services may however be required and offered by a third party / non-affiliated party, and Client may be required to accept a third party / non-affiliated party’s terms for the rendering of such services.

2. No Investment, Tax or Trading Advice: EUCAPS does not provide investment, tax or trading advice. Our service is merely to provide execution services, meaning that we are only acting on your instructions and will not advise you on any Transaction. In providing these services, EUCAPS will act honestly, fairly, and professionally in accordance with the best interests of its Clients and shall comply with the relevant requirements of the MiFID II Rules.

3. EUCAPS employees are not authorized to provide investment advice or recommendations. We may provide you with information about Products, including their terms of performance. However, in providing such information EUCAPS will not be making any personal recommendation to you or advising you on the merits of any such Product, and you will be responsible for making your own assessment of such information.

4. Nothing on any website is or shall be deemed a personal recommendation or solicitation by EUCAPS to buy or sell securities, futures, or any other investment products, or as to the manner in which those products are bought or sold, or to engage in any investment strategy.

5. Client will not seek, accept, or rely on any advice (or any communication that could be construed as such) from EUCAPS or its representatives.

6. Suitability: For the avoidance of doubt, we are not required to assess the suitability of any Product or service provided or offered to you and you will therefore not benefit from the protection of the MiFID II Rules on suitability assessment. Nothing on the EUCAPS website is a recommendation or solicitation to buy or sell any investment product.

7. Appropriateness: In relation to our services carried out at your initiative which involve non-complex financial instruments, as defined under the MiFID Regulations, we are not required to assess the suitability or appropriateness of the relevant service or product. Where we provide our services in relation to complex financial instruments, as defined under the MiFID Regulations, we are obliged to assess the appropriateness of the Transaction for you by reference to your knowledge and experience and understanding of the risks involved. We might require you to provide us with information regarding your knowledge and experience in the relevant investment field so as to enable us to assess whether the Transaction is appropriate for you. If we do not consider the service or product to be appropriate for you, we will provide you with a warning that the service or product is not appropriate for you. In cases where you elect not to provide the information required for the assessment of the appropriateness, or where you provide insufficient information regarding your knowledge and experience, we hereby expressly warn you that such a decision will not allow us to determine whether the service or product envisaged is appropriate for you. In such case or if you ask to proceed despite being given the relevant warning, we might decline to provide the relevant service or product.

8. Key Information Documents: Where applicable, you consent to being provided with key information documents (“KIDs”) by means of a website.

9. EUCAPS Trades as Agent or Principal: For Transactions executed on an exchange, EUCAPS acts as agent in its name for your account. When EUCAPS accepts an order or executes a Transaction for you where we access external execution venues or external brokers, as agent, EUCAPS does so as an executing broker and not as a Systematic Internaliser

10. No Obligation to Trade: You are not obligated to make any trades under this Agreement. Likewise, EUCAPS is not obligated to accept any particular order from you and EUCAPS is not obligated to enter into any Transaction for or with you. EUCAPS has sole discretion to decide whether to quote a market in particular products, whether to deal or broker deals in particular products and whether to enter into a Transaction with you for particular products. EUCAPS's entry into a Transaction in a product does not obligate EUCAPS to continue to deal in that product in the future or enter further transactions with you in that product.

11. Suspicious Activity: If EUCAPS in its sole discretion believes or suspects that the Client’s account(s) has been involved in any fraud or crime or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), EUCAPS may suspend or freeze the account or any privileges associated with the account, may freeze or liquidate funds or assets, remove funds and/or assets from your account or may utilize any of the remedies in this Agreement for a "Default". We are entitled to report to any relevant regulatory authority any transaction or activity undertaken by you that may constitute a breach by you of any Applicable Laws. You waive any claim for loss or damages against EUCAPS arising out of or related to EUCAPS exercising its rights under the Section.

12. Information on Financial Instruments: The complexity of financial instruments and the markets on which they are traded require sufficient knowledge on the part of the Client of their characteristics and risks before carrying out any Transaction in the relevant Products. Before executing any Transaction on a Client’s behalf, EUCAPS provides the Client with an information document describing in a general manner the nature and the risks of the most common financial instruments, as set out in Appendix 2 to this Agreement.

B. Executing Orders and Confirmations

1. 1. Order Execution Policy: When executing a Client order, EUCAPS will take all sufficient steps to deliver the best possible result, but we cannot guarantee delivery of best execution on every single order executed on behalf of the Client. This may be for a variety of reasons, including, for example: other dealers/markets may have better prices; EUCAPS may not have access to every dealer/market (the Client is informed that EUCAPS generally only uses solely the brokerage services of Interactive Brokers, and hence the limitations of the Order Execution Policy of Interactive Brokers applies); other orders may trade ahead of yours; dealers or market centers may not honour posted prices; or market/dealer rules, decisions or system failures may prevent/delay execution of orders or cause orders not to receive the best possible outcome. You expressly consent and agree to: (a) the terms of this Order Execution Policy; and (b) your orders being executed in accordance with this Order Execution Policy here, and with the Interactive Brokers’ Order Execution Policy. You expressly consent and agree to EUCAPS executing orders solely via the brokerage services of Interactive Brokers, and hence the limitations of the Order Execution Policy of Interactive Brokers apply. You have the right to request information from EUCAPS in respect of the entities with which orders are placed for execution. EUCAPS will provide this information upon reasonable request from you. 
   2. Quotations: For orders that you send to us, the execution price and confirmation in relation to each Transaction shall reflect our current quotations within the EUCAPS platform when your order has been received, has become ready for transmission or executable and has been transmitted or executed by us. Due to inherent delays in telecommunications, a transaction may be transmitted or executed at a price worse than the displayed quotation (e.g., if another client order has already taken all of the volume at our displayed quote, or if our quote was in the process of being updated when your order was in transit), especially if you use market orders. We therefore strongly recommend the use of client limit orders. Where you place a client limit order with us in shares which are admitted to trading on a regulated market or traded on a trading venue and that order is not immediately executed under prevailing market conditions, you expressly instruct us not to immediately make the order public. 
   3. Orders; Order Cancellation/Modification: Orders to sell (buy) a Product when you have a long (short) position will be construed as orders to close out the long (short) position in the amount of the sell (buy) order, and if the size of the sell (buy) order exceeds the long (short) position, will be construed to close the entire position and open a short (long) position in the remaining amount of the order. Once an order or instruction has been given to us, it cannot be cancelled or modified without EUCAPS's consent. You acknowledge that it may not be possible to cancel/modify an order and that you are responsible for executions notwithstanding a cancel/modify request. EUCAPS shall have no responsibility for any orders or instructions that were entered by you or your Authorised Users (as defined below) in error and notwithstanding such error we shall be entitled to process them accordingly.
   4. Pre-trade Filters and other checks: Exchanges and regulators require brokers to impose various pre-trade filters and other checks to try to ensure that orders do not disrupt the market or violate market rules. Exchanges also apply their own filters and limits to orders they receive. These filters or order limits may cause your orders, including but not limited to market orders, to be delayed in submission or execution, either by EUCAPS or by the market. Filters may also result in an order being cancelled or rejected. EUCAPS may also cap the price or size of your orders before they are submitted to an exchange. EUCAPS reserves the right in its sole discretion, without notice, to impose filters and order limits on any Client order and will not be liable for any effect of filters or order limits implemented by EUCAPS or an exchange, market or dealer, including but not limited to any losses directly or indirectly resulting therefrom.
   5. Fast and Volatile Markets: During periods of heavy trading and/or fast or volatile market conditions with wide price fluctuations (“Fast Markets”), there may be delays in EUCAPS transmitting or executing your orders or providing trading activity reports to you. If you place a market order in a Fast Market, there may be a significant difference in the quote you receive prior to or at the time you place the order and the execution price you receive. By placing a market order in a Fast Market, you accept these risks and waive any claim related to a difference between quoted and execution price. If EUCAPS, in its sole discretion, believes any particular stock is or may become volatile, EUCAPS may, but is not obligated to, decline to allow you, to place orders for that stock through the Eucaps System.
   6. Information Security; Responsibility for Client Orders/Trades: You acknowledge and agree that you are responsible for all orders and instructions. You consent and agree that you are responsible for all orders and instructions sent to EUCAPS using your username/password and other security protocols (collectively "Security Information"), and that EUCAPS will assume that such orders and instructions originate from you and that EUCAPS is absolutely entitled to accept such orders and instructions and rely on them.
      
      You will not allow anyone to access your account, unless EUCAPS is notified and agrees in writing to allow you to appoint an authorized user (“Authorized User”). You agree that Security Information will only be used by you and that your Security Information will not be disclosed to third parties. You agree to put in place and maintain appropriate security arrangements to prevent the theft or unauthorized use of your Security Information, including but not limited to maintaining Security Information in a safe place, using security software, disconnecting from the EUCAPS website and trading system when not using them, changing passwords periodically, and other measures.
      
      You agree to notify EUCAPS immediately by contacting the Customer Service Department by telephone and to confirm in writing immediately thereafter or electronically through our website, if you suspect or become aware of the theft or unauthorized use of Security Information or that your account has been accessed by an unauthorized person.
      
      EUCAPS is not liable for loss or damage caused directly or indirectly by relying on orders or instructions received from you, an Authorized Person or from any other third party using your credentials.
   7. Confirmations and Periodic Statements: EUCAPS will promptly provide Clients with essential information concerning the execution of an order no later than the first business day following the confirmation of execution/cancellation by the third party that executes the order (Interactive Brokers), confirmations of order executions or cancellations. The Client also has the right to request:

(i) information about the status of an order; (ii) periodic statements, at least monthly; (iii) information as to where financial instruments or funds or Client may be held; (iv) a summary statement of costs and charges, at least annually; and (v) an illustration of the cumulative effect of costs on returns, at least annually. Any confirmation, statement or illustration to be provided by EUCAPS will be displayed on the Client’s Account Management section of the EUCAPS website.

A Transaction shall be deemed executed when your order is confirmed as executed by EUCAPS. The Client agrees to monitor each order until EUCAPS confirms execution or cancellation. The Client acknowledges that confirmations of executions or cancellations may be delayed or may be erroneous (e.g., due to computer system issues) or may be cancelled/adjusted under appropriate circumstances. The Client is bound by the actual order execution, if consistent with the Client's order. In the event that a Transaction is confirmed by EUCAPS as executed, and it is later cancelled by the third-party executing broker, an exchange, trading network or regulatory authority, the confirmed Transaction will also be deemed cancelled, and the Client will be informed accordingly.

The Client agrees to notify EUCAPS immediately by telephone or electronically through the EUCAPS website if: (i) the Client fails to receive an accurate confirmation of an execution or cancellation; (ii) the Client receives a confirmation that is different than the Client's order; (iii) the Client receives a confirmation for an order that the Client did not place; (iv) the Client receives an account statement, confirmation, or other information reflecting inaccurate orders, trades, balances, positions, margin status, or transaction history; or (v) the Client wishes to request information about the status of an order. The Client acknowledges that EUCAPS may adjust the Client's account to correct any error, including by removing from your account funds and/or assets erroneously transferred to your account. The Client agrees to promptly return to EUCAPS any assets erroneously distributed to the Client.

C. Particular Products or Orders

1. Fractional Share Trading: EUCAPS may allow Clients to purchase certain stocks and ETFs (where available) ("Shares") traded in fractional Shares rather than whole Share quantities. This clause outlines the unique features, limitations, and risks associated with trading in and holding fractional Shares.

In connection with any purchase or sale transaction of a fractional Share, EUCAPS will act as agent for the entire Share order, including the fractional component. Interactive Brokers will generally act as a counterparty and will execute that portion of the trade as principal. The Client will always be the beneficial owner of any fractional Shares in their account and all fractional Shares owned by a Client are segregated in EUCAPS's books and records in the same manner and to the same extent as whole shares owned by such Client.

(a). Transfer of Fractional Shares – While the Client maintains complete day-to-day control of any fractional Shares in their account, fractional Shares are not transferable to another broker. If the Client wants to transfer the holdings in an account to another brokerage firm, the fractional Share holdings cannot be transferred and will need to be liquidated before transfer, which may have tax consequences and will result in commission charges. To effect a request for a transfer of fractional Shares, an order will need to be initiated to close the fractional Share component of the position. Once the fractional Share components are liquidated, EUCAPS will then transfer the remaining whole Share quantities. EUCAPS will charge commissions on closing trades of fractional Share positions.

(b). Available Order Types – EUCAPS will only accept certain types of orders for fractional Shares (e.g., market orders, limit orders, stop orders, stop limit orders, etc.). In the event that a client chooses to place an unmarketable limit order with a fractional Share component, the fractional component may not execute until the order becomes marketable (and therefore may not execute at all), even if the fractional Share component of the order might have executed earlier if submitted for a whole Share quantity.

(c). Voting Rights – Clients will not have voting rights for any of the fractional Shares held in their account, will not be able to make voluntary elections on any corporate action (including, without limitation, any tender offers or rights offerings) with respect to such fractional Shares, and EUCAPS cannot provide clients any other shareholder documentation for any holdings of less than one Share. Clients will, however, receive payments of dividends, or in some cases in connection with stock dividends, either dividend shares or value commensurate to the dividend Shares, and will otherwise participate normally in any stock splits, mergers or other mandatory corporate actions.

(d). Sale of Shares - If the Client receives fractional shares as the result of a stock split or other corporate action, EUCAPS, in its sole discretion, may sell the fractional shares either on the open market or to the issuer or transfer agent, and the Client will be entitled to receive their pro rata share of the proceeds of such sale. If sold on the open market, the sale price may differ from that offered to certain registered owners by the issuer or transfer agent.

(e) Four-Decimal Place Recording – EUCAPS records the quantity of fractional Shares traded or otherwise held in a brokerage account down to four decimal places.

2. Warrants and Derivatives: The Client represents that the Client has received, read and understands the "Risks warnings and information on financial instruments" set out in Appendix 2 hereto.

3. Non-Readily Realizable Investments: The Client understands that there is a restricted market for designated investments that are not readily realizable investments, and therefore, it may be difficult to deal in such designated investments or to obtain reliable information about their value. If the Client chooses to trade designated investments that are not readily realizable investments, they do so at their own risk.

4. Short Sales: The Client acknowledges that short sales are not possible, nor allowed.

5. Corporate Actions: Except with respect to proxy materials which EUCAPS or its affiliates shall transmit to the Client in accordance with Applicable Laws, the Client acknowledges that the Client is responsible for knowing the rights and terms of any securities, options, futures, currencies and investment products in the Client's account including, but not limited to, corporate actions (e.g., whether a security is the subject of a tender or exchange offer, a reorganization, a stock split or reverse stock split) and that neither EUCAPS nor its affiliates has any obligation to notify the Client of dates of meetings or to take any other action without specific instructions that have been sent by the Client to EUCAPS and have been received by the EUCAPS Customer Service Department. The consequences of the Client's failure to timely or correctly provide such instructions are entirely the Client's own responsibility.

6. Without prejudice to the foregoing, EUCAPS will notify you of any corporate action relating to a position in your account on a best-efforts basis. Where you do not have an option to take a decision affecting the corporate action, we will send a general notification to any of your accounts holding a position in an affected security. When you have the option to take a decision affecting the corporate action, we will notify you of the corporate action via email or via the EUCAPS website, indicating which options are available.

EUCPAS relies on information provided by third parties to compile corporate actions. This information may contain errors or omissions and we do not warrant that the information is timely, accurate or complete. We recommend that you verify the information you receive prior to using it for investing and trading decisions, including by referring to independent financial news resources, company announcements and regulatory filings or disclosures.

7. Matched Principal Trading: You expressly consent and agree to EUCAPS acting as agent towards Interactive Brokers, who may engage in matched principal trading, in accordance with the restrictions set out in Regulation 27(2) of the MiFID Regulations.

8. No Collateral: EUCAPS will not enter into security collateral arrangements containing a right of use or, where specifically relevant to you, if you are a Professional Client, title transfer collateral arrangements.

9. No CFD: EUCAPS will not enter into “contract for difference” arrangements with you.

1. 1. Handling of Funds: The Client agrees that all funds related to any Transaction shall be handled by Interactive Brokers, and not EUCAPS. This includes the provisioning of the Client’s account.
   2. Transfer of Funds: The Client agrees to submit all funds related to any Transaction to the Client's account(s) or, as otherwise made available pursuant to this Agreement, directly to an Interactive Brokers client bank account or to a designated financial institution with which EUCAPS maintains a client account, in accordance with the instructions set out on the EUCAPS website and in effect. EUCAPS reserves the right to amend such instructions, in its sole discretion, at any time, upon notice being made by posting the amended instructions on the EUCAPS website.
   3. Disbursement of Funds: The Client agrees that funds shall not be disbursed to the Client, until after positions are settled.
   4. Delivery: If, at any time, either: (1) the Client fails to deliver to EUCAPS or fails to mandate EUCAPS to obtain on behalf of Client, or fails to obtain on behalf of Client if mandated by Client, any property previously sold by EUCAPS on the Client's behalf, or fails to deliver any property in compliance with any Transaction; or (2) EUCAPS is required or reasonably deems it advisable (whether by reason of the requirements of any exchange, clearing organization or otherwise) to replace any property delivered by EUCAPS for the Client's account(s) with other property of like or equivalent kind or amount, then: the Client authorizes EUCAPS, in its discretion, to borrow or to buy any property necessary to make delivery of property in compliance with any Transaction or to replace any such property previously delivered and to deliver the same to such purchaser or other party to whom delivery is to be made, and if EUCAPS borrows or otherwise acquires property from a third party for such purposes, EUCAPS may subsequently pay for, or repay the loan of, such property with securities purchased or otherwise acquired for the Client's account(s).
   5. Taxes: You authorize EUCAPS to act on your behalf, in EUCAPS’ discretion, deduct or withhold from any of your Client’s account(s) or from any amount due to the Client all forms of tax (whether a tax of Sweden or elsewhere in the world and whenever imposed) in accordance with Applicable Law. In accounting for taxes or in making deductions or withholdings of tax, EUCAPS may estimate the amounts concerned.

E. Quotes, Market Information, Research and Internet Links

1. 1. Quotes (including, without limitation, quotes on the EUCAPS website), news, research and information accessible through EUCAPS (including through links to outside websites) ("Information") may be prepared by EUCAPS and/or its affiliates, and/or independent providers. The Information is the property of EUCAPS, the providers or their licensors and is protected by law. The Client agrees not to reproduce, distribute, sell or commercially exploit the Information in any manner without the written consent of EUCAPS or the providers. EUCAPS reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by EUCAPS or a solicitation to buy or sell. Neither EUCAPS nor the providers guarantee accuracy, timeliness, or completeness of the Information, and Client should consult an advisor before making investment decisions.
   2. Reliance on quotes, data or other information is at the Client’s own risk. In no event will EUCAPS or the providers be liable for consequential, incidental, special or indirect damages arising from use of the information. There is no warranty of any kind, express or implied regarding the information, including warranty of merchantability, warranty of fitness for a particular use, or warranty of non- infringement. EUCAPS is not responsible for determining whether Client is entitled to receive or subscribe to any research services listed on the EUCAPS website or for the Client compliance with applicable rules in relation to research services. The Client undertakes to notify EUCAPS if the Client considers not to be entitled to accept and retain any of the research services listed on the EUCAPS website. Subscription to research services is subject to the charges disclosed on the EUCAPS website. You may pay for the subscription directly from your own resources, from a separate research payment account, or as otherwise permitted under applicable rules.

3. Custody 

A. Client Assets

1. 1. Eucaps does not offer custody services. Instead, all the custody services relating to the EUCAPS services are offered by Interactive Brokers or their affiliates or contracted partners directly to the Client, or their sub-custodians, with applicable terms and conditions between Interactive Brokers (or their affiliates or contracted partners) and Client. You are advised to consult these. 
   2. For Transactions that are subject to this Agreement, EUCAPS does consequently not holds Client Assets or funds or financial instruments on trust for the benefit of Clients and provides no custody services either.
   3. Client Assets or funds or financial instruments reflected in your account on the EUCAPS website are consequently only a reflection of the assets or funds held in your name, directly with the custodian in your name or in the name of a nominee and under an agreement directly with you – this will be Interactive Brokers or their affiliates or contracted partners, or sub-custodians of these.
   4. You authorize us to arrange for Client financial instruments to be held with Interactive Brokers or their affiliates or contracted partners or a sub-custodian or other third party in one or more jurisdictions outside of Sweden or the European Economic Area (“EEA”). In some cases, Client financial instruments which are held overseas will be subject to different settlement, legal and regulatory requirements than those that apply in Sweden or in the EEA. In some jurisdictions, local law might not allow Client financial instruments to be separately identifiable from Interactive Brokers or their affiliates or contracted partners or those of the sub-custodian. You might be at risk of loss if Interactive Brokers or their affiliates or contracted partners or their sub-custodian fails.
   5. Not EUCAPS, but Interactive Brokers or their affiliates or contracted partners or any relevant sub-custodian of these will be responsible for claiming and receiving dividends, interest payments and other entitlements arising from the Client Assets held in custody for you. You authorize to be informed of your rights in respect of corporate actions by notification, not directly by Interactive Brokers or their affiliates or contracted partners or their sub-custodians, but through the EUCAPS website.
   6. Client Assets may be held with a bank or other third party outside of Sweden or the EEA to the extent agreed with Interactive Brokers or their affiliates or contracted partners or their partners. Where Client Assets are held with a bank or other third parties outside of Sweden or the EEA, the legal and regulatory regime applying to such bank or other third party may differ to that applicable in Sweden or the EEA and your rights in relation to that bank or other third party may be different to those that would apply if the Client Assets were held in Sweden or the EEA. Therefore, an insolvency of this bank or other third party may lead to the inability of such bank or third party to repay/return the Client Assets.
   7. You authorize EUCAPS to act for and on behalf of you towards Interactive Brokers or their affiliates or contracted partners or any relevant sub-custodian of these for Transactions that are subject to this Agreement, including accessing your assets or funds or financial instruments reflected in your account with Interactive Brokers or their affiliates or contracted partners or any relevant sub-custodian of these.

B. Express consents

You expressly consent and agree that:

1. 1. EUCAPS may receive instructions to act under your mandate over these Client financial instruments to enter into securities financing transactions and / or use such Client financial instruments on specified terms agreed between us.
   2. You authorize EUCAPS to register your Client Assets in the name of an eligible nominee, and in such circumstances, the Client Assets will not be registered in your name.
   3. Client assets may be held in an omnibus account with a third party.
   4. You are responsible for ensuring that all orders and instructions received by EUCAPS from you in respect of the Client Assets are accurate in all respects and EUCAPS will not accept any liability arising from any inaccuracy.
   5. EUCAPS may deposit your Client Assets with a third party outside of Sweden.
   6. EUCAPS may deposit Client financial instruments with a third party in a jurisdiction, or one or more jurisdictions, outside of Sweden and the EEA, which does not regulate the holding and safekeeping of financial instruments provided that EUCAPS will only arrange for such Client financial instruments to be deposited with such a third party where the nature of the Client financial instruments or the services provided in connection with Client financial instruments requires that they be so deposited.

C. Registration/title and segregation of Client Assets

1. 1. In order to show that Client Assets are not available to EUCAPS creditors, EUCAPS will ensure that its records show that Client Assets are held for Clients and that they do not belong to EUCAPS, or any other customers of EUCAPS.
   2. Where Client Assets are held by a third parties such as Interactive Brokers or their affiliates or contracted partners of these, we cannot guarantee that you would not lose your Client Assets if Interactive Brokers or their affiliates or their contracted partners fails. Where there is a default by a Interactive Brokers or their affiliates or contracted partners resulting in a shortfall, you may be required to share in that shortfall in proportion to the value of the Client Assets which our sub-custodian holds for you with other clients.

4. Margin, Pledge, Lien, Netting and Set-Off

A. Polices

1. No Margin: You are not allowed to enter into margin transactions via the EUCAPS website.
2. Liquidation of Positions and Offsetting Transactions: The Client agrees to the extent permitted by Applicable Law that EUCAPS has the right but not the obligation, in its sole discretion, to act on behalf of Clent to liquidate all or any part of the Client's positions (or to establish new risk-reducing positions) in any of the Client's accounts, individual or joint, at any time and in any manner (included but not limited to pre- market/after-market trading and private sales) and through any market or dealer, without prior notice or margin call to the Client if at any time:

(a) the Client’s account has zero equity or is in deficit (i.e., negative equity);
(b) an event of default has occurred;
(c) this Agreement has been terminated;
(d) the Client submits, and EUCAPS executes, an order for which the Client does not have sufficient funds; or
(e) EUCAPS determines (in its sole discretion) that liquidation is necessary or advisable for EUCAPS’s protection.

Unless otherwise required by Applicable Law, the Client shall be liable and will promptly pay EUCAPS for any deficiencies that arise from such liquidation or remain after such liquidation. EUCAPS has no liability for any loss sustained by the Client in connection with such liquidations (or if the EUCAPS website delays effecting, or does not effect, such liquidations) even if the Client re- establishes its position at a worse price.

If EUCAPS liquidates any/all positions in the Client's account, under this mandate, such liquidation shall establish the Client's gain/loss and remaining indebtedness to EUCAPS, if any. The Client shall reimburse and hold EUCAPS harmless for all actions, omissions, costs, fees (including, but not limited to, attorneys' fees), or liabilities associated with any such transaction undertaken by EUCAPS.

If any of the events itemised above occurs, the Client agrees that EUCAPS in its sole discretion also has the right but not the obligation, and without prior notice to the Client, to:

1. Act on behalf of Client to freeze all or any part of the Client's positions or assets held in the Client’s account, or Exercise options positions in the Client’s account.

3. Position Limits: The Client agrees that EUCAPS, in its sole discretion, may establish position limits and/or may limit the number of open positions that the Client may execute or hold through EUCAPS. The Clients agrees: a) not to enter into any transaction that would have the effect of exceeding such position limits; b) that EUCAPS may at any time reduce open positions by issuing closeout or offsetting trades, or require the Client to reduce open positions; and c) that EUCAPS may refuse for any reason to accept orders to establish new positions. EUCAPS may impose and enforce such limits, reduction, or refusal even if not required to do so by Applicable Law. The Client shall comply with all position limits established by EUCAPS, any regulatory or self-regulatory organisation, or by an exchange. The Client agrees to submit immediate notice to EUCAPS if required to file position reports with any regulatory or self-regulatory organisation or with any exchange and agrees to promptly provide EUCAPS with copies of any such position reports

5. Our Remuneration

A. Commissions and Fees, Interest Charges, Funds

1. Information about fees, charges, commissions and minimum applicable to EUCAPS brokerage and related services (“Costs and Charges”) are delivered to the Client through the EUCAPS website. Details of the fees and charges regarding Products issued or originated by third party product manufacturers are disclosed in the documentation of such Products.
2. The information on Costs and Charges provided to you sets out: (a) the basis of the calculation of our fees; (b) how frequently they are to be paid; and (c) where relevant, whether any other payment is to be received by EUCAPS in connection with Transactions EUCAPS carries out for Client in addition to, or instead of, our charges.
3. EUCAPS’ Costs and Charges are in addition to the Costs and Charges applied by Interactive Brokers for its Services. Upon the Client’s request, you can receive the annual statement with the aggregated amount of costs and charges applied by the EUCAPS. Interactive Brokers will collect the EUCAPS Costs and Chargers from your account with them and pay to EUCAPS the corresponding amount of EUCAPS Costs and Charges.
4. Costs and Charges are as specified on the Pricing section of the EUCAPS website unless otherwise agreed in writing by an officer of EUCAPS. The Client acknowledges that Interactive Brokers deducts commissions/fees from the Client’s accounts, for payment of the EUCAPS Costs and Charges, which will reduce account equity. Positions will be liquidated if commissions or other charges cause a margin deficiency. Costs and Charges are charged either as a fixed amount or as a percentage depending on the basis for calculation specified on the EUCAPS website. Changes to Costs and Charges are effective immediately upon any of posting on the EUCAPS website or email or other written notice to the Client. Client funds may not be disbursed until after Transactions are settled. Terms and conditions for deposit and withdrawal of funds (including holding periods) to Interactive Brokers are as specified in email communication to Client.

B. Multi-Currency Function in EUCAPS Accounts

1. The Client may be able to trade Products denominated in different currencies. If you instruct us to enter into any Transaction that is effected in another currency then your base currency (as reflected in the account you hold with Interactive Brokers):

(a) all payments shall be made in the currency in which the Transaction is denominated (i.e., the account shall be credited or debited in the transaction currency) unless otherwise indicated by EUCAPS; (b) any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your account.

2. If the Client maintains positions denominated in foreign currencies, Client expressly authorizes EUCAPS to act on his behalf towards Interactive Brokers that will calculate margin requirements by applying exchange rates specified by Interactive Brokers. INTERACTIVE BROKERS MAY APPLY "HAIRCUTS" (A PERCENTAGE DISCOUNT ON THE FOREIGN CURRENCY EQUITY AMOUNT) TO REFLECT THE POSSIBILITY OF FLUCTUATING EXCHANGE RATES. THE CLIENT MUST CLOSELY MONITOR MARGIN REQUIREMENTS WITH INTERACTIVE BROKERS AT ALL TIMES, PARTICULARLY FOR POSITIONS DENOMINATED IN FOREIGN CURRENCIES, BECAUSE FLUCTUATION IN THE CURRENCY AND THE VALUE OF THE UNDERLYING POSITION CAN CAUSE A MARGIN DEFICIT.

C. Automatic Currency Conversion 

Client agrees to an automatic currency conversion, if Client instructs a Transaction for which Client does not have sufficient funds, but has funds in another currency.

6. Warranties, Indemnities and Default

A. Default

A "Default" occurs automatically, without notice upon: (i) Client breach/repudiation of any agreement with EUCAPS; (ii) Client failure to provide assurance satisfactory to EUCAPS of performance of an obligation, upon reasonable request from EUCAPS; (iii) proceedings by/against the Client under any bankruptcy, insolvency, or similar law; (iv) assignment for the benefit of the Client's creditors; (v) appointment of a liquidator or similar officer in respect of the Client or the Client’s property; (vi) Client representations being untrue or misleading when made or later becoming untrue; (vii) legal incapacity of the Client; (viii) proceeding to suspend the Client’s business or licence by any regulator or organisation; (ix) EUCAPS having reason to believe that any of the foregoing is likely to occur imminently. The Client unconditionally agrees that, upon a Default, EUCAPS may terminate any or all EUCAPS's obligations to the Client and EUCAPS shall have the right in its discretion, but not the obligation, without prior notice, to liquidate all or any part of the Client's positions in any EUCAPS account, individual or joint, at any time and in any manner and through any market or dealer. The Client shall reimburse and hold EUCAPS harmless for all actions, omissions, costs, fees (including, but not limited to, attorneys' fees), or liabilities associated with any Client Default or any transaction undertaken by EUCAPS upon Default.

B. Limitation of Liability and Liquidated Damages Provision

Neither EUCAPS nor its affiliates shall be responsible or liable to the Client for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses, liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs were disclosed to or could have been reasonably foreseen by EUCAPS or its affiliates and whether arising in contract, in tort (including negligence) or for representations made or otherwise as a result of or in connection with the performance or non-performance of our obligations under this agreement. In particular, neither EUCAPS nor its affiliates shall be responsible or liable to the Client by reason of delays or interruptions of service or transmissions, or failures of performance, regardless of cause (including, but not limited to, those caused by hardware or software malfunction; governmental, exchange or other regulatory action; acts of God; war or terrorism). The Client recognises that there may be delays or interruptions in the use of the electronic services, including, for example, those caused intentionally for purposes of servicing the Eucaps System.

To the extent permitted by law, nothing in this Agreement shall exclude or restrict any liability which EUCAPS or its affiliates has to you under any Applicable Law or regulatory requirement and which cannot be excluded or restricted by agreement by reason of any Applicable Law, and the provisions of this Agreement which purport to exclude or restrict any such liability shall not apply to the extent that such liability may not be so restricted or excluded.

C. Risks Regarding Political and Governmental Actions:

Governments of countries in which EUCAPS Clients reside, or countries in which EUCAPS Clients invest, may take economic and/or political actions that are adverse to investors and such actions may negatively affect a Client's account. Client agrees that EUCAPS is not liable for such actions. For example, if Client invests in securities, futures, foreign currency or other investment products in a foreign jurisdiction, such assets, or cash to secure such assets, typically will be held at a bank, clearinghouse or other facility in such foreign jurisdiction.

Assets and cash held in foreign jurisdictions are inherently vulnerable to the risk that the government in such jurisdiction could freeze or confiscate or take some other action against such assets for some purpose, temporarily or permanently. Likewise, even with respect to investments within Client's own country, governments may freeze or take other action against such assets on the basis of political, economic, or military conflict. Client acknowledges and agrees that EUCAPS (and its affiliates) cannot and will not protect Client from actions by any governmental, political, military, or economic actor that may adversely impact Client's assets held by EUCAPS, its agents or subcustodians.

Client agrees that EUCAPS (and its affiliates) is not liable for any direct or indirect losses or damages Client may incur as a result of any such action.

D. Representations Regarding  Client Capacity

1. You represent to us that, at the date of this Agreement and at the time of each Transaction:

(a) You have full power and authority and have taken all necessary steps to enable you to lawfully enter into and to perform all your obligations under this Agreement.

(b) You are financially sophisticated, have sufficient experience with securities, options, futures, and other investment products to be traded in your account and you are knowledgeable about the risks and characteristics of such products.

(c) Unless you notify us otherwise in writing and we agree, you deal as principal only and no person other than yourself has or will have any interest in any transaction or in any account that we hold on your behalf, or towards which we will act on your behalf, and all sums or other assets deposited on such accounts towards which we will act on your behalf are beneficially owned by you and you will not create any charge or other encumbrance over or in respect of such money or assets.

(d) You will provide to us, on request, such information regarding your identity as we may reasonably require to comply with anti-money laundering regulations.

(e) You are in no situation of default of potential default and is continuing with respect to you.

(f) All information you have given to us is true and accurate in all material respects and you will notify us promptly of any changes to the information.

(g) You are not acting as a corporation, unincorporated business, partnership, trust, or otherwise

(h) You are not using the account for professional purposes;

(i) You are not a Politically Exposed Person;

(j) You are not a legal person,

(k) You are not a financial institution or professional;

(l) You are not a person that uses other person’s money or that represent others;

(m) You are not using the account for dependants (family, wife, etc) - these need their own account otherwise;

(n) You are not a person that is i) a director; ii) a 10% shareholder; or iii) a policy-making officer of any publicly traded company

(o) You do not reside in the United States, Singapore, Australia, Russia, a FATF Gafi black list country (https://www.fatf-gafi.org/en/countries/black-and-grey-lists.html), a UN sanctions list: country (https://www.un.org/securitycouncil/sanctions/information) or a country on the EU list of high risk countries (https://eur-lex.europa.eu/legal-content/SV/ALL/?uri=CELEX%3A32016R1675) 

(p) If the Client is regulated in any way: the Client represents and warrants to EUCAPS that, as at the date of this Agreement and each time it places an order and/or executes a Transaction, unless the Client has notified EUCAPS to the contrary in its Account Application Materials, the Client is not:

a broker-dealer, futures commission merchant, or comparable securities, futures or investment professional;

an affiliate, associated person or employee of a broker-dealer, futures commission merchant, or comparable securities, futures or investment professional; or

an affiliate, associated person, or employee of any exchange, clearing house or regulatory agency or self-regulatory organisation.

7. Use of Electronic Services

1. License to Use EUCAPS website: EUCAPS grant the Client a non-exclusive, non- transferable license to use EUCAPS website solely as provided herein. Title to Interactive Brokers Group Software and updates shall remain the sole property of EUCAPS, including all patents, copyrights and trademarks. The Client shall not sell, exchange, or transfer the EUCAPS website to others. The Client shall not copy, modify, translate, decompile, reverse engineer, disassemble or reduce to a human readable form, or adapt, the EUCAPS website or use it to create a derivative work. EUCAPS and its affiliates are entitled to immediate injunctive relief for threatened breaches of these undertakings. The Client is reminded that the General Terms of Service of Eucaps website, as available on the EUCAPS website also apply.
   
   
2. Eucaps System and Use of Electronic Services: In order to communicate with the Eucaps System (and to utilise the services contemplated herein), EUCAPS and/or its affiliate’s may allow (as determined by EUCAPS in its absolute discretion) the Client to use certain of EUCAPS’s and/or its affiliate’s electronic trading services (including connectivity services) and any other electronic and information systems (“Electronic Services”) subject to the terms of this Agreement.
   
   
3. Suspension or Withdrawal of Electronic Services: Without limitation to any of our other rights under this Agreement, we reserve the right to suspend or withdraw temporarily or permanently all or any part of our Electronic Services, immediately at any time if: (a) we suspect or become aware of unauthorised use or misuse of any Security Information; (b) you are in breach of any of the provisions of this Agreement or Applicable Laws; (c) in our opinion, your or any Authorised User's connection to the Electronic Services is for any reason endangering the operation of it; or (d) we are unable to provide access to the Electronic Services due to any defect in or failure of network, communication or computer systems owned or operated by us or you or any third parties.
   
   
4. Client Must Maintain Alternative Trading Arrangements: Electronic Services such as those used and provided by EUCAPS are inherently vulnerable to disruption, delay or failure. The Client must maintain alternative trading arrangements in addition to the Client's EUCAPS account for execution of the Client's orders in the event that the Eucaps System and/or electronic services are unavailable. By signing this Agreement, the Client represents that the Client maintains alternative trading arrangements.
   
   
5. Consent to Accept Electronic Records and Communications: EUCAPS provides electronic trade confirmations, account statements, Key Information Documents for certain Products (where applicable), tax information (where applicable), proxy material and other Client records and communications (collectively, "Records and Communications") in electronic form to the maximum extent permitted by Applicable Laws. Electronic Records and Communications may be sent to the Client's e-mail address, or for security purposes may be posted on the EUCAPS website or on the secure website of one of EUCAPS’s service providers, with a notification sent to the Client to login and retrieve the Records and Communications. By entering into this Agreement, the Client consents to the receipt of electronic Records and Communications. Such consent will apply on an ongoing basis and for every tax year unless withdrawn by the Client. The Client may withdraw such consent at any time by providing electronic notice to EUCAPS through the EUCAPS website. If the Client withdraws such consent, EUCAPS will provide required Records and Communications (e.g., tax document, proxy materials, etc.) via the EUCAPS website. However, EUCAPS reserves the right to require the Client to close the Client's account if the Client withdraws consent to receiving electronic delivery of Records and Communications. To receive electronic mail from EUCAPS, the Client is responsible for maintaining a valid Internet e-mail address and software allowing the Client to read, send and receive e-mail. The Client must notify EUCAPS immediately of a change in the Client's e-mail address by using those procedures to change a Client e- mail address that may be available on the EUCAPS website.

8. Confidentiality

1. You and we will each treat as confidential (both during and after the termination of the relationship between you and us) any information learned about the other in the course of the relationship pursuant to this Agreement and, except as otherwise agreed, shall not disclose the same to any third party except as set out below.

2. The obligations of confidentiality shall not apply or shall cease to apply to such part of the information (other than personal data) as the receiving party can show to the reasonable satisfaction of the disclosing party:

(a) has become public knowledge other than through the fault of the receiving party or an employee or director of the receiving party to whom it has been disclosed in accordance with this Agreement; or

(b) where the receiving party establishes it was already known to it prior to disclosure of it by the disclosing party; or

(c) has been received from a third party who neither acquired it in confidence from the disclosing party, nor owed the disclosing party a duty of confidence in respect of it; or

(d) is required to disclose it by law or any regulatory authority or pursuant to a court order provided that the receiving party shall, where permitted by law, have given prior written notice to the disclosing party, and provided always that such disclosure is only made to the extent absolutely and specifically required under such requirement.

9. Use of Confidential Information

(a) disclose information about you to your agents or attorneys for any purpose relating to this Agreement;
(b) disclose information about you and your clients, of a confidential nature, in the circumstances set out in this Clause:

1. to other members of the group of companies EUCAPS belongs to, who may use it in the manner set out in this Clause (and for the avoidance of doubt, references to “we”, “us” and “our” in this Clause shall be deemed to include all members of group of companies EUCAPS belongs to);

2. to other organisations and individuals we may engage to perform, or assist in the performance of, our services or to advise us, provided that they will only be given access to the relevant information for that purpose;

3. to any depository, stock exchange, clearing or settlement system, account controller or other participant in the relevant system, to counterparties, dealers, custodians, intermediaries and others where disclosure is reasonably intended for the purpose of effecting, managing or reporting transactions in connection with the Agreement or establishing a relationship with a view to such transactions;

4. to any regulatory authority or public registry, as required by law; or

5. as may be required for the purposes set out in this Clause.

(c) To the extent such authorisation is required by law, you hereby authorise EUCAPS, directly or through third parties, to make any enquiries that EUCAPS considers necessary to conduct business with you. This may include ordering a credit report and performing other credit checks, or verifying the information you provide against third party databases. Any personal data obtained is maintained in accordance with the Eucaps Privacy Policy.

(d) If any personal data or sensitive personal data belonging to any of your shareholders, directors, employees, officers, agents or clients is provided to us, you represent to us that each such person is aware of and, to the extent required by law, consents to the use of such data as set out in this Clause and you agree to indemnify us against any loss, costs or expenses arising out of any breach of this representation.

10. Recording

1. Telephone conversations and electronic communications will be recorded. EUCAPS (our affiliates or representatives) may contact you by telephone as required and appropriate under this Agreement.
2. To the extent permitted under Applicable Law EUCAPS, our affiliates or any other person appointed by us may access, review, disclose, monitor and/or record verbal and electronic messaging and communications (including email, instant messaging, facsimile, telephone and other electronic communications) with you or your agent. The recordings may be used as evidence if there is a dispute.
3. Where required under Applicable Laws, a copy of records relating to telephone and electronic communications will be available to you upon request for a period of 7years and, where requested by the competent authority, for a period of up to 7 years. We will retain such records in accordance with our procedures which may change from time to time in our absolute discretion. The Client should not expect to be able to rely on EUCAPS to comply with its record keeping obligations.

11. Complaints

A. Complaints

1. All formal complaints should be made using one of the following means: (i) on the EUCAPS website; (ii) by letter to Eucaps Communication AB or Placing Corporate Finance Sverige AB (iii) by email to Eucaps Communication AB.
2. You have the right to request information in respect of our Internal Complaint Handling Procedures. A summary of the EUCAPS Internal Complaint Handling Procedures is made available through the EUCAPS website.

B. Out-of-Court Complaint Resolution

1. If you are an eligible complainant, you may have the right to refer your complaint to the Consumer Ombudsman. The Consumer Ombudsman is a free and independent statutory dispute-resolution scheme. Details of who are eligible complainants can be obtained from the Consumer Ombudsman. The FSPO’s website is at https://www.fi.se/en/consumer-protection/fi-and-consumer-protection/other-authorities-and-organisations/
   
   

12. Miscellaneous

A. Conflicts of Interest

1. EUCAPS has various policies and procedures in place to assist in identifying, preventing and managing conflicts of interest between ourselves or any person directly or indirectly linked to us by control and you, or between you and another client that arise in the course of providing services. Our Conflicts of Interest Policy provides the overall framework for the identification of conflicts of interest and addresses business conduct and practices that may give rise to an actual or potential conflicts of interest. A summary of our Conflicts of Interest Policy can be found as appendix to the Terms of Service. Please contact us if you require further information on our Conflicts of Interest Policy. In addition to the Conflicts of Interest policy, there are various other polices and processes that address conflicts of interest that arise in specific circumstances, including those dealing with employee trading, external interests or gifts and entertainment. In those residual circumstances where our organizational or administrative arrangements are unable to prevent, with reasonable confidence, that the risk of the conflict has a negative impact on Client’s interest, EUCAPS will disclose the source and nature of the conflict to you as soon as reasonably possible as well as the steps taken to mitigate those risks prior to providing services to you. We hereby disclose that the following conflicts of interest, inter alia, may affect you:
2. Subject to Applicable Laws, EUCAPS may trade for their own accounts in the same or related products as the Client and at the same or nearly the same time, either on the same or different sides of the market as the Client. EUCAPS and its affiliates have no obligation to disclose their trading activity to the Client or to advise the Client regarding the Client's trading. EUCAPS and its affiliates may execute proprietary trades even if EUCAPS may simultaneously hold unexecuted Client orders for the same or related products at the same price.
3. Subject to Applicable Laws, EUCAPS may receive payments or other benefits for directing orders to brokers or execution venues where your order is placed.
4. Where you provide us with information relating to your order or proposed Transaction, we may use that information to facilitate the execution of your orders or Transactions.
5. This list is not intended to be exhaustive, and we may have relationships that could give rise to a conflict of interest. No further disclosure to you is required of any relationship, arrangement or interest which falls within the circumstances referred to in this Agreement. We shall not be obliged to disclose to you any matter, fact, or thing if such disclosure would be a breach of any duty owed by us to any other person. Where it is not practical for us to disclose an interest to you, we may rely on a policy of independence or have appropriate information barriers in place.

B. Amendments and Termination

1. The Client acknowledges that EUCAPS may modify this Agreement at any time by sending notice of the revised Agreement by e-mail or upon Client login via the client portal. EUCAPS client service employees cannot amend or waive any part of this Agreement. Your use of EUCAPS's service after such notice constitutes acceptance of the revised Agreement.
2. Either the Client or EUCAPS can terminate the Client's use of EUCAPS's services at any time in either party's discretion by giving notice to the other party in writing sent by way of email, mail or by message through the client portal. After termination, the Client and EUCAPS shall remain obliged to fulfil any outstanding obligations under this Agreement. Following termination of this Agreement, EUCAPS may also be required to act on your behalf for the termination of the relationship you hold with Interactive Brokers, in relation to the open positions and Client Assets, which you authorize.

C. General

1. This Agreement contains the entire understanding between the parties with respect to transactions related to Products.
2. Nothing in this Agreement shall be taken to exclude or restrict our rights or obligations under Applicable Law. We shall be entitled to take any action as we consider necessary in our sole discretion to ensure compliance with Applicable Law and such actions shall be binding on you and shall not render us or any of our directors, officers, employees or agents liable.
3. The Client consents to communicate with EUCAPS in English or any other language as EUCAPS may offer from time to time. Where applicable, the Client also consents to receive Key Information Documents as required under the Packaged Retail and Insurance- based Investment Products Regulation for certain Products in English, unless those documents are made available in a different language by the product manufacturer.
4. The Client may not assign or transfer any rights or obligations hereunder without the prior written consent of EUCAPS. Upon written notice to the Client, EUCAPS may assign this Agreement. This Agreement shall inure to the benefit of EUCAPS's successors and assigns. EUCAPS may terminate this Agreement or its services to the Client at any time. The Client may close its account upon notice to EUCAPS electronically through the EUCAPS website, but only after all positions are closed and all other requirements specified on the EUCAPS website regarding account closure are satisfied.

D. Governing Law and Jurisdiction

1. This Agreement shall be governed by the laws of Sweden.
2. All disputes shall be of the exclusive competence of the Courts of Stockholm, unless EUCAPS chooses to bring an action against the Client before any other court having jurisdiction under ordinary rules of procedure, in particular according to the applicable jurisdiction rules of the relevant European regulation or applicable convention.

E. Arbitration

Any controversy or claim arising out of or in connection with this Agreement shall be settled by arbitration. The place of arbitration shall be Stockholm (Sweden) or an alternative location if mutually agreed. The language to be used in the arbitral proceedings shall be English. The Arbitration Tribunal shall consist of three arbitrators with appropriate financial services or relevant legal experience appointed by agreement between the parties or, failing agreement between the parties, within 30 days after a request for arbitration is made by any party, appointed on the application of any party by the President for the time being of the Arbitration Institute of the Stockholm Chamber of Commerce.

F. Distance Marketing Information

1. This Clause only applies in case the Client qualifies as a “consumer” as defined under the European Communities (Distance Marketing of Consumer Financial Services) Regulations 2004, i.e. “a natural person who is acting otherwise than in the course of a business carried on by the person…”.
2. In order to comply with the provisions relating to distance marketing, this Agreement will be subject to the following additional provisions:
3. Our main business is broking in financial products. Our registered office address is indicated in Titel 1, subtitle B of these Terms of Service.
4. The products and services which EUCAPS provide relate to MiFID financial instruments which by their very nature give rise to special risks related to their specific features. By way of example, in respect of the execution of orders, various factors, such as the price, will be influenced by fluctuations in the financial markets, and such other variables which are outside of EUCAPS’s control. Historical performance is not a reliable indicator of future performance.
5. Once you enter into the Agreement, you do not have a right to cancel the Agreement other than by terminating the Agreement in accordance with the provision of these Terms of Service.
6. Our VAT registration number is SE559296957901;
7. In addition to our charges, please note that other taxes and costs may exist that are not paid or imposed by us.
8. There are no specific additional costs for you, which are charged by us, as a result of you entering into contracts without meeting one of our representatives.
9. Prior to entering into this Agreement, Swedish Law will be the basis of the establishment of our relationship with you. This Agreement is supplied in English, and we will communicate with you in English during the course of our relationship with you.

G. Transfer of Business

1. If EUCAPS intends to transfer all or part of its business (where such part of the business involves the holding of your Client assets) to another investment firm, whether one of its affiliates or an unrelated third party, you hereby consent to the transfer of your Client assets to that other investment firm.

2. If EUCAPS intends to transfer all or part of its business to another investment firm, EUCAPS will give you at least two months written notice in advance of the transfer taking place. EUCAPS will also provide you with information on the proposed transfer, including:

(a) The relevant time frames involved in the transfer;

(b) The possibility to maintain asset positions, or the possible need to trade some assets first prior to such transfer.

As ECUAPS does not hold Client assets, the transfer of Client assets may have to be organized with the party that provides these services to you. You mandate EUCAPS to act on your behalf to organize a transfer with this party on your behalf, should the transfer also involve the transfer of Client assets.

13. Additional Terms

The Schedules and Appendices that follow contain important additional terms that are applicable to your relationship with us.

More specifically, the Schedules contain terms in relation to certain products that you may conduct business in while the Appendices are more general in nature and contain additional terms and disclosures that impact our relationship with you.

These form an integral part of this Agreement. Unless stated otherwise, terms defined in the Specifc Terms of Service of this Agreement have the same meaning in the relevant Schedule or Appendix. If there is any conflict between, on the one hand, the terms of the Schedule or Appendix and, on the other, the terms in the balance of the Agreement, the terms of the Schedule or Appendix will prevail.

APPENDIX 1

Overview of Differences in Regulatory Protections for Retail and Professional Clients

If you were to elect to be treated as a Professional Client rather than a Retail Client, you would lose the benefit of certain protection under the MiFID II Rules which you would otherwise have (you may choose to be treated as a Professional Client instead of a Retail Client for certain transactions only, or for all of your transactions). Those of material relevance to the services we provide are described below.

1. Description of the nature and risks of packaged investments:

A firm that offers an investment service with another service or product or as a condition of the same agreement with a Retail Client must:

1. inform Retail Clients if the risks resulting from the agreement are likely to be different from the risks associated with the components when taken separately; and
2. provide Retail Clients with an adequate description of the different components of the agreement and the way in which its interaction modifies the risks.

The above requirements do not apply in respect of Professional Clients.

2. Communication with clients:

A firm must ensure that its communications with all clients are fair, clear and not misleading. However, the way in which a firm may communicate with Professional Clients (about itself, its services and products, and its remuneration) may be different from the way in which the firm communicates with Retail Clients. A firm’s obligations in respect of the level of detail, the medium and timing of the provision of information are different depending on whether the client is a Retail Client or a Professional Client. The requirements to deliver certain product-specific documents, are not applied to Professional Clients. You may, however, consult such document on our website.

3. Appropriateness:

When assessing appropriateness for non- advised services, a firm will be required to determine whether the client has the necessary experience and knowledge to understand the risks involved in relation to the product or service offered or demanded.

Where such an appropriateness assessment requirement applies in respect of a client, the firm may assume that a Professional Client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the client is classified as a Professional Client. A firm may not make such an assumption for a Retail Client and must determine that a Retail Client does indeed have the necessary level of experience and knowledge.

EUCAPS provides non-advised services and is not required to request information or adhere to the assessment procedures for a Professional Client when assessing the appropriateness of a given service or product as with a Retail Client, and EUCAPS may not be required to give warnings to the Professional Client if it cannot determine appropriateness with respect to a given service or product.

4. Compensation:

EUCAPS is not a member of the compensation scheme, but Interactive Brokers may be member of such a scheme, and you may have entitlements based on your relationship between you and Interactive Brokers. 

APPENDIX 2

Risk warnings and information on financial instruments.

This Appendix is intended to give you a general description of the nature and risk inherent to a range of financial instruments and services that may be available to you as a Client of ours, as well as more general risks associated with investment markets. You should note that this Appendix cannot disclose all the risks and other significant aspects of those instruments, services or markets.

We would like to emphasize that where you classify as a Retail Client, you should pay particular attention to this Appendix since your level of experience, knowledge and expertise is lower than that of a Professional Client or eligible counterparty. You should therefore read attentively and make sure you understand the below. There are risks involved in relation to any investment.

We have set an outline of some general risk warnings that are relevant to most asset classes and investment strategies and of which you should be aware:

(a) You should always remember that you may not get back the amount originally invested as the value of the investments, and the income from them can go down as well as up. There are no guaranteed returns. The price or value of an investment will depend on fluctuations in the financial markets that are outside our control;

(b) Past performance is not a guide to future performance;

(c) The value of an individual investment may fall as a result of a fall in markets depending, for example, on the level of supply and demand for a particular financial instrument, the investors or market perception, the prices of any underlying or related investments or other political and economic factors;

(d) With regard to investments designated to be held for the medium to long-term or with limited liquidity or with a fixed maturity date or with significant up-front costs, you should be aware that early redemption may result in lower-than-expected returns, including the potential for loss to the amount invested;

(e) Trading in off exchange investments, that is investments which are not traded under the rules of a regulated market or exchange or where there is no recognized market, and which are not settled through a regulated clearing house, exposes the investor to the additional risk that there is no certainty that the market makers will be prepared to deal in such investments and as a consequence there might be no secondary market for such investments. There may also be restrictions in relation to access and liquidity, for example, investments may only be made or redeemed on certain dates or with prescribed period of notice. You should be aware that it may be difficult to obtain reliable information about the current value of such investments or the extent of the risks to which they exposed;

(f) You will be exposed to concentration risk where there is an insufficient level of diversification in your account and you are excessively exposed to one or a limited number of investments;

(g) Correlation risk refers to the probability that the actual correlation between two assets or variables will behave differently than what anticipated. The consequence is that your portfolio could be riskier than originally envisaged. Correlation is a term used to compare how one asset class might behave in comparison to another asset class. Assessing the correlation between different assets in your portfolio is important in managing the riskiness of the account.

(h) Volatility is a statistical measure of the tendency of an individual investment to feature significant fluctuations in value. Commonly, the higher the volatility, the riskier the investment;

(i)Regulatory/Legal risk is the risk from regulatory or legal actions and changes which may reduce the profit potential of an investment or cause a loss on your investment. Legal changes could even have the effect that a previously acceptable investment becomes illegal or if affects the tax treatment of your investment may impact its profitability. Such risk is unpredictable and may depend on various political, economic and other factors;

(j) Operational risk, such as breakdowns or malfunctioning of essential systems and controls, including IT systems, can impact the ability of closing your investments or otherwise transact.

In addition to the above, there are three types of generic risks that you should review and understand before dealing in financial instruments. The Risk Types are generically referred to below as Market Risk, Liquidity Risk and Credit and Default Risk.

1. Market Risks

Interest rate sensitivity means that prices change relative to current and future interests rate expectations. For example, if interest rates are expected to rise the price of a fixed rate bond may fall and consequently a sale of the bond at such time crystallise a loss. Conversely, a fall in interest rates may result in the increase in value of a fixed rate bond. Interest rate changes may also directly or indirectly impact the value of other financial instruments that do not provide for a return on a fixed rate basis.

The risk that the rate of price increases in the economy deteriorates the returns associated with an investment. The real value (the value adjusted for the impact of inflation) of an investment will fall as a result of the rate of inflation exceeding the rate of return of the investment. This risk has the greatest effect on fixed-rate inflation-linked bonds, which have a set interest rate from inception. For example, if an investor purchases a 4% fixed bond and the inflation rises to 8% a year, the bondholder will lose money on the investment because the purchasing power of the proceeds has been greatly diminished.

Exchange rate changes may cause the value of investments to rise or fall relative to the base currency, any movement in currency exchange rates may have a favourable or an unfavourable impact on the profit or loss of the investment.

Emerging Markets generally have limited transparency, liquidity, efficiency and regulations compared to developed markets, the reaction of the local financial markets to news and other geo-political events may result in a more extreme variation in prices of emerging market instruments compared to developed markets.

2. Liquidity Risk

Liquidity risk is the inability to buy or sell an investment at the desired time, or to transact in an instrument at all. When a delay occurs, such delay may affect the price at which such asset can be bought or sold. Also, instruments that are illiquid or that trade in lower volumes may be more difficult to value or to obtain reliable information about their value.

Liquidity risk is linked to a variety of factors such as:

• The particular terms and conditions of an instrument;
• The fact that the instrument is not publicly traded or listed on an exchange;
• Adversely perceived market developments;
• The fact that the ownership of an investment is highly concentrated in one or small number of investors;
• A reduced number of financial institutions operating as market maker in the relevant financial instruments. For example, in the case of securitised derivatives (such as structured products), the only market maker might be the issuer itself (or an affiliated entity), who might provide a limited undertaking to act as market maker;
• The fact that market participants may attempt to sell holdings at the same time as the investor, and there may be insufficient liquidity to accommodate these sales.
• These factors may exist at the time of investment or may arise subsequently.

3. Credit and Default Risks

Counterparty or credit risk arises if a party connected to a transaction is unable to meet its obligations. In certain circumstances these risks may mean that you will not get back the sum invested, or the return anticipated from such transaction.

Our insolvency or default, or that of other parties involved with your transaction, may result to positions being liquidated without your consent. In certain circumstances, you may not get back the actual assets which you posted as collateral and you may have to accept any available payments in cash.

This is the risk that the financial instruments of certain issuers, including banking institutions, investment firms and certain banking group companies, may be subject to action taken by governmental, banking and/or other regulatory authorities, for example to address banking crises pre-emptively, whether or not the express terms of a financial instrument anticipate such action. The relevant authorities may have broad discretion on the action they may take, and their powers may be extended in response to particular events.

Examples of the action they may be able to take could include the following:

• The reduction, including to zero, of the principal of the bonds/debentures of such issuers;
• The conversion of such bonds/debentures into equities or other instruments of ownership (resulting in the dilution of ownership interests of existing shareholders):
• The variation of the terms, including with respect to maturity and/or the payment of interest, of such bonds/debentures; and shareholders being divested of their shares.

Set out below is an outline of the risks associated with certain types of financial instruments.

4. Shares

Equities or shares represent shareholder’s rights and interests in a company. One share represents a fraction of a company’s share capital and a shareholder may benefit from an increase in the value of the share, although this is not guaranteed. Shareholders may also qualify for dividend payments, but these are paid only at the discretion of the company’s management. A shareholder has no right to return of capital and the shares could become valueless in the event of insolvency of the company.

A shareholder’s return from investing in the equity will depend to a large extent on the market price of the equities at the time of the sale. The market price of an equity is determined by a number of factors that affect the supply and demand for that equity, including, but not limited to:

• fundamentals about the company: such as profitability of the company and strength of the company’s management;
• domestic and international factors: such as the exposure of the company to international events or market factors;
• sector specific factors: such as the economic cycle of a specific industry and changes in the prices of commodities or in consumers’ demands.

Shares in smaller companies may carry an extra risk of losing money as there can be a big difference between the buying price and the selling price of these securities. If shares in smaller companies have to be sold immediately, you may get back much less than you paid for them. The price may change quickly, and it may go down as well as up.

Shares are generally a fairly volatile asset class – their value tends to fluctuate more than other financial instruments such as bonds. Holding shares is high risk – if you put your money into one company and that company becomes insolvent then you will probably lose most, if not all, of your money.

There is an extra risk of losing money when shares are bought in some smaller companies or in companies of which the shares are traded at very low prices compared to their nominal value, such as “penny shares”. There may be a (relatively) big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them.

5. Warrants

A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise his right within the predetermined time- scale then the investment becomes worthless. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a "covered warrant").

6. Money-market instruments

Money-market instruments are collective investment schemes which invest money in cash or cash equivalents, such as short term loans to the government that pay a fixed rate of interest. The loan is for a period, generally no longer than six months, but occasionally up to one year, in which the lender takes a deposit from the money markets in order to lend (or advance) it to the borrower. Unlike in an overdraft, the borrower must specify the exact amount and the period for which he wishes to borrow.

7. Fixed interest or bonds

Fixed interest, bonds or debt securities are payment obligation of a party, usually referred to as the issuer. Bonds have a nominal value, which is the amount that, subject to Credit and Default Risk, will be return to the bondholder when the securities mature at the end of the investment period. The nominal value of a bond is distinct from its price or market value. Bonds can be bought or sold in the market (like shares) and their price can vary from day to day. A rise or fall in the market price of a bond does not affect, subject to Credit and Default Risk, what you would get back if you hold the bond until it matures.

While the price of a bond is subject to market’s fluctuations, when close to maturity the market price tends to reflect the bond’s nominal value. The factors which are likely to have a major impact on the value of a bond are the perceived financial position of the issuer and changes to market interest rate expectations.

For some bonds there may be a restricted market and it may be more difficult to deal in them or obtain reliable information about their value (and it might be more difficult to establish a proper market in them for the purposes of making a subsequent sale).

The risk associated with investing in bonds include, but are not limited to:

• Interest Rate Risk;
• Inflation Risk;
• Credit and Default Risk.

If an issuer is in financial difficulty, there is an increased risk that they may default on their repayment obligations. In this event, little or no capital may be recovered, and any amounts repaid may take a significant amount of time to obtain.

8. Commodities

Commodity based investments, whether made by investing directly in physical commodities, for example gold, or by investing in companies whose business is substantially concerned with commodities or through commodity linked products, may be impacted by a variety of political, economic, environmental and seasonal factors. These relate to real world issues that impact either on demand or on the available supply of the commodity in question. Other factors that can materially affect the price of commodities include regulatory changes, and movement in interest rates and exchange rates. Their value can fall as well as rise, and in some cases an investment in commodity linked products might result in the delivery of the underlying.

9. Mutual Funds

A mutual fund is a scheme under which assets are held on a pooled basis on behalf of a number of investors. It may be structured in a number of ways, for example, in the form of a company, partnership or trust. The level of risk of investing in a mutual fund depends on the underlying investments in which the scheme is invested and how well diversified it is. Investments may typically include bonds and exchange traded equities but depending on the type of scheme may include derivatives, real estates or riskier assets. There are risks relating to the assets held by the scheme and investors should check and understand the type of assets included in the pool and the scheme’s investment strategy.

10. Exchange Traded Funds (ETFs) and Exchange Traded Products (ETPs)

ETFs and ETPs are investment funds and other securities that are traded like shares and which invest in a diversified pool of assets such as shares, bonds or commodities. In general, they track the performance of a benchmark or financial index and the value of the investment will fluctuate accordingly. Some ETFs and ETPs employ complex techniques or hold riskier assets to achieve their objectives, for more details please review carefully the “Risk Disclosure For Trading Leveraged, Inverse And Volatility-Based Exchange Traded Products” from Interactive Brokers.

11. Structured products

Structured products are the generic name for products which provide economic exposure to a wide range of underlying asset classes. The level of income and/or capital growth derived from a structured product is usually linked to the performance of the relevant underlying assets. Structured products are generally issued by financial instructions and therefore the products are subject to the credit risk of the issuer. If the issuer is unable to repay sums due under the terms of the product, this may affect the returns under the structured product and result in a total loss of the initial investment. Before you make a decision to invest in a structured product you should review the “Risk Disclosure Statement for Trading Structured Products (including warrants) with Interactive Brokers” from Interactive Brokers.

12. Derivatives, including futures, options and contracts for differences

Derivatives are financial instruments whose prices are derived from an underlying asset. Examples of derivatives include futures, options and Contracts for Differences. Transactions in derivative instruments involve a higher risk than a direct investment in the underlying asset. As the derivatives’ value is dependent on the future value of underlying assets, a movement in the value of the underlying assets may result in an amplified change in the value of the derivative.

Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The "gearing" or "leverage" often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margining requirements.

There are many different types of options with different characteristics subject to the following condition. Buying options: Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the futures. This will expose you to the risks described under "futures" and "contingent liability investment transactions."

Writing options: If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of the premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted to sell (when the options will be known as "covered call options") the risk is reduced. If you do not own the underlying asset ("uncovered call options") the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

Traditional options: Certain London Stock Exchange member firms under special exchange rules write a particular type of option called a "traditional option." These may involve greater risk than other options. Two- way prices are not usually quoted and there is no exchange market on which to close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value or for the seller of such an option to manage his exposure to risk.

Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.

Futures and options contracts can also be referred to as contracts for differences. These can be options and futures on an index, as well as currency and interest rate swaps. However, unlike other futures and options, these contracts can only be settled in cash. Investing in a contract for differences carries the same risks as investing in a future or an option. Transactions in contracts for differences may also have a contingent liability.

13. Risks relevant to certain types of transactions and arrangements

Transactions that are conducted off- exchange (“OTC Transactions”) may involve greater risk than dealing in exchange traded instruments because there is no exchange market through which to liquidate your position, or to assess the value of the instruments or the exposure to the risk.

OTC Transactions carry a higher settlement risk.

Settlement risk is the risk that the counterparty does not deliver the security (or equivalent assets) as required under the agreed terms. This results in one party to the transaction not receiving the securities or assets they are entitled to. This risk increases where it is not possible to exercise netting where the amounts delivered by each party will partially or completely cancel each other out.

Liquidity Risk as described above is higher in OTC Transactions. There is no exchange market through which to liquidate your position, or to assess the value of the OTC Transaction or the exposure to risk. Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

It may not always be apparent whether or not a particular derivative is arranged on exchange or in an off-exchange derivative transaction. While some off- exchange markets are highly liquid, transactions in off-exchange or "non- transferable" derivatives may involve greater risk than investing in on- exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid prices and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.

Foreign markets will involve different risks from the EU markets. In some cases, the risks will be greater. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.

Before you begin to trade, you should obtain details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment.

If you deposit collateral as security with us, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral, depending on whether you are trading on a recognised or designated investment exchange, with the rules of that exchange (and the associated clearing house) applying or trading off- exchange. Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should ultimately prove profitable, you may not get back the same assets which you deposited and may have to accept payment in cash.

Contingent liability investment transactions, which are margined, require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures contracts for differences or sell options, you may sustain a total loss of the margin you deposit with us to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract.

Gearing or leverage is a strategy, with a view to enhancing the return from, or the value of, an investment involving the following:

1. borrowing money;
2. investing in one or more instruments, such as warrants or derivatives, for which a relatively small movement in the value or price of the underlying rights or assets results in a larger movement in the value or price of the instrument;
3. structuring the rights of holders of an investment so that a relatively small movement in the price or value of the underlying rights or assets, results in a larger movement in the price or value of the investment; and
4. you may lose more than you had initially invested.

You should be aware that the strategy used or proposed for the gearing may result in:

• movements in the price of the investment being more volatile than the movements in the price of underlying rights or assets;
• the investment being subject to sudden and large falls in value; and
• you are getting back nothing at all if there is a sufficiently large fall in value in the investment.

h) Suspensions of trading
i) Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rule of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.

j) Clearing house protections
On many exchanges, the performance of a transaction by us (or third party with whom we are dealing on your behalf) is "guaranteed" by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if us or another party defaults on its obligations to you. On request, we will explain any protection provided to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off- exchange instruments which are not traded under the rules of a recognized or designated investment exchange.

EUCAPS makes available various order types that use computerized algorithms. These order types allow the Client to input various conditions as part of an order placed with EUCAPS. The Client agrees that if algorithmic order types are used, it is the Client’s responsibility to understand how the order type works, including through review of the information on the EUCAPS website describing particular order types. Algorithmic trading involves special risks, including, among others, the risk of software or design flaws, technical errors, adverse market impacts from algorithmic orders and rapid losses. The Client understands and agrees to accept these risks when using algorithmic orders and the Client waivers any right to make claims again EUCAPS in connection with such orders.

under which you agree to provide financial instruments as collateral, either under a security collateral arrangement or under a title transfer collateral arrangement.

"we", "our", "ours" and "us" refer to the provider of this Information Statement that may conduct Transactions, or enter into Agreements, with you (or, where we are acting on behalf of another person, including where that person is an affiliate, that person).

"you", "your" and "yours" refer to each of the persons to which this Information Statement is delivered or addressed in connection with entering into, continuing, executing or agreeing upon the terms of transactions or Agreements with us (or, where you are acting on behalf of other persons, each of those persons).

Client Consent to Accept Electronic Records and Communications

In the interests of timeliness, efficiency and lower costs for its Clients, EUCAPS provides electronic notices, messages, trade confirmations, account statements, proxy materials, and where applicable key information documents under the Packaged Retail and Insurance-based Investment Products Regulation records and other Client records and communications (collectively, "Records and Communications") in electronic form to the maximum extent permitted by Applicable Law. Electronic Records and Communications may be sent to r to the Client's e-mail address or for security purposes may be posted on the EUCAPS website or on the secure website of one of EUCAPS’s service providers and the Client will need to login and retrieve the Records and Communications.

By entering into this Agreement, the Client consents to the receipt of electronic Records and Communications regarding this Agreement, any other agreement between Customer and EUCAPS or its Affiliates, all Client Transactions under such agreements, all of the Client's accounts and all of the Client's dealings with EUCAPS, including Records and Communications of any kind. The Client may withdraw such consent at any time by contacting EUCAPS.

If you withdraw this consent, EUCAPS will provide you with required Records and Communications, including proxy materials, in paper form. If the Client withdraws such consent, however, EUCAPS reserves the right to require the Client to close the Client's account.

To receive electronic mail from EUCAPS, the Client is responsible for maintaining a valid Internet e- mail address and software allowing customer to read, send and receive e-mail. The Client must notify EUCAPS immediately of a change in Client's e-mail address by: (i) using those procedures to change a Client e-mail address that may be available on the EUCAPS website or (ii) contacting EUCAPS for further instructions.

Conflict of Interest Policy

1. Management of conflicts of interest 

According to law, EUCAPS must take all reasonable measures to identify and manage conflicts of interest that arise in the provision of licensed services and prevent customers' interests from being negatively affected by conflicts of interest that arise. EUCAPS works continuously to identify, manage and eliminate conflicts of interest by introducing rules and building various control systems. Everything to contribute to a healthy securities market and for all customers to be able to feel secure in their business with us. 

EUCAPS has therefore, among other things, established a function for handling conflicts of interest (the Conflict of Interest function) which is provided by the legal advisor MCL. The function is tasked with assisting the business in assessing and giving advice on handling conflicts of interest as well as administrative handling of documentation and internal reporting regarding conflicts of interest. 

EUCAPS works continuously to identify the conflicts of interest that may arise between EUCAPS, a related company or a person related to them and a customer or between customers in connection with the provision of investment services. 

EUCAPS must take particular account of conflicts of interest that may arise as a result of compensation or benefits from the institute's own compensation system or other incentive structures. 

A conflict of interest exists when a conflict arises between EUCAPS’ interests or the interests of persons connected to EUCAPS and EUCAPS’ obligations towards a customer or between the different interests of two or more of EUCAPS’ customers towards whom EUCAPS has an obligation. Conflicts of interest that are identified must be continuously reported to the CEO and the conflict of interest function. If the measures that have been taken are not 

sufficient to prevent the clients' interests from being adversely affected by conflicts of interest, EUCAPS must inform the client of the conflicts of interest before the institution undertakes to perform an investment service on behalf of the client. 

EUCAPS handles conflicts of interest through an escalation process, which is carried out in the following steps: 

Identification 
Reporting 
Assessment 
Management 
Any provision of information about conflict of interest to the client 
Documentation 
Follow-up

EUCAPS has a clear structure for the distribution of responsibilities and governance to avoid conflicts of interest. Through its work processes, EUCAPS has created duality in its operations so that no single person can take measures with the aim of benefiting himself or EUCAPS at the expense of a customer or other counterparty.

All personnel at EUCAPS are also prohibited from trading in financial instruments on the Spotlight Stock Market, with the exception of Spotlight Group's shares. Prohibition against trading also applies in companies with which EUCAPS has a customer relationship. Information on Third Party Incentives EUCAPS neither issues nor receives incentives from third parties or persons acting on behalf of third parties.