Terms Of Business
1. Definitions and Interpretations
1.1 In these Terms of Business, the following definitions apply:
- Bespoke Investment Agreement means the investment agreement entered into between each Client and EPIC.
- Best Execution Policy means EPIC’s best execution policy.
- Data Protection Legislation means the DPA 2004, the Regulation EU 2016/679 (General Data Protection Regulation or ‘GDPR) and all legislation implementing that directive, the GDPR and all other applicable laws and regulations whatsoever relating, from time to time, to the processing of personal data and privacy.
- DPA 2004 means the Data Protection Act 2004 and the terms data controller, data processor and personal data shall each have the meaning given to that term in the DPA 2004.
- GDPR means Regulation EU 2016/679 (General Data Protection Regulation on the protection of natural persons with regards to the processing of personal data and on the free movement of such data (the General Data Protection Regulation).
- Instrument means the financial instruments which in accordance with these Terms of Business and the Bespoke Investment Agreement may become the subject of the Client’s instruction.
- Related Persons means EPIC and any of our directors, employees, or agents.
- Conflicts Policy means EPIC’s summary conflicts of interest policy.
- Website means our website at www.epicgibraltar.com which we make available to you.
1.2 Interpretation: In these Terms of Business:
(a) a Term is a reference to a term of these Terms of Business.
(b) references to EPIC, we, us, our and ours (as appropriate) are references to us, Europa Point Investment Corporation Limited.
(c) references to you, your and yours (as appropriate) are references to you, our client.
(d) any reference to a rule, enactment, statute, or statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated, re-enacted, or replaced and to any statutory instruments, orders or regulations made thereunder or under any such re-enactment.
(e) words or phrases importing the singular include the plural and vice versa.
(f) words or phrases importing the masculine include the feminine and vice versa.
(g) references to the words includes or including are to be construed without limitation; and
(h) a word or expression related to a defined term has a consistent meaning to the defined term.
Unless otherwise stated, all dates and times stated in these Terms of Business are references to the date or time of Gibraltar, taking account of changes between Greenwich Mean Time and British Summer Time.
2. Subject of the Terms of Business
2.1 About us.
EPIC is a company registered in Gibraltar with incorporation number 120484 and licensed by the Gibraltar Financial Services Commission. Our registered address is Suite 7, Hadfield House, Library Street, Gibraltar, GX11 1AA. You may communicate with us by email firstname.lastname@example.org by telephone (+350 200 65772) or otherwise as set out in clause 14.4 below.
2.2 Our Agreement.
Our agreement with you (Agreement) is comprised of the following documents, as amended by us from time to time:
(a) these Terms of Business.
(b) Bespoke Investment Services Agreement between us
2.3 These Terms of Business, together with the other documents referred to in clause 2.2 (Our Agreement) above, lays down all the conditions upon which EPIC provides its services to you, unless stipulated otherwise in our Bespoke Investment Agreement with you. Any Bespoke Investment Agreement entered into with you shall take priority over these Terms of Business.
2.4 The Terms of Business are supplied to you in English, and we will communicate with you in English for the duration of these Terms of Business. If there is any conflict between the English version of this document and any other language version, the English version will prevail.
3.1 The following are the main investment services and activities provided by EPIC:
3.1.1 Reception and transmission of orders in relation to one or more financial instruments.
3.1.2 Dealing on own account.
3.1.3 Portfolio Management.
3.1.4 Investment Advice; and
3.1.5 Placing of financial instruments without a firm commitment basis.
3.2 The following ancillary services are provided by EPIC:
3.2.1 Safekeeping and administration of financial instruments for the account of Clients, including custodianship and related services such as cash/collateral management.
3.2.2 Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings.
3.2.3 Foreign exchange services where these are connected to the provision of investment services.
3.2.4 Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments.
3.3 EPIC may provide custody and/or administration of the Client´s Instruments if explicitly agree in writing.
3.4 As agreed between us in our Bespoke Investment Agreement, EPIC may provide its services on execution-only basis or on an advisory basis.
4. Client Categorisation
4.1 Directive 2014/65/EU of the European Parliament and of the Council (MiFID II) establishes that clients investing in financial instruments do not all have the same level of knowledge and experience regarding these instruments and related risks and are entitled to different levels of protection. Pursuant to MiFID II, investment firms have to categorise their clients into three pre-determined categories: ‘retail clients’, ‘professional clients’ and ‘eligible counterparties’. The three categories are defined hereinafter.
4.2 EPIC will notify the Client of its categorisation. Eligible counterparties or professional clients have an obligation to inform EPIC of any change that could affect their categorisation. In case no such information is received
4.3 A retail client is a client who is not categorised as a professional client or an eligible counterparty.
5. Professional Client
5.1 A professional client is a client who possesses the experience, knowledge, and expertise to make its own investment decisions and properly assess the risks that it incurs. EPIC differs between two types of professional clients: the per se professional clients and the elective professional clients.
5.2 The following are considered per se professional clients:
a) Entities which are required to be authorised or regulated to operate in the financial market (e.g., credit institutions, investment firms, insurance companies, collective investment schemes and management companies of such schemes, pension funds and management companies of such funds, commodity and commodity derivatives dealers or institutional investors.
b) Large undertakings meeting two of the following size requirements on a company basis: - balance sheet total of EUR 20,000,000, - net turnover of EUR 40,000,000, - own funds of EUR 2,000,000,
c) National and regional governments, public bodies that manage public debt, Central Banks, international and supranational institutions (e.g., the World Bank, the IMF, the ECB, the EIB).
d) Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.
5.3 The following are considered elective professional clients:
Retail clients who meet the associated criteria and have requested treatment as professional clients and are accepted in this category by EPIC.
5.4 Clients categorised as professional client do not benefit from the same level of protection than clients categorised as retail client. More particularly professional clients may lose retail investor protection in the following areas:
5.4.1 Provision of information to clients.
5.4.2 Obligation, when providing investment services, to collect sufficient information regarding knowledge and experience to ensure that the products and services which they provide are suitable or appropriate for their client.
5.4.3 Reporting to clients regarding the handling and execution of orders and portfolio management.
6. Eligible Counterparty
6.1 An eligible counterparty is a client who possesses the experience, knowledge, and expertise to make its own investment decisions and properly assess the risks that it incurs. The following transactions or services can be executed without complying with the rules on conduct of business, best execution, or client order handling:
6.1.1 execution of orders, and related ancillary service.
6.1.2 dealing on own account, and related ancillary service.
6.1.3 reception and transmission of orders, and related ancillary services.
6.2 EPIC differentiates between two types of eligible counterparties: the per se eligible counterparties and the elective eligible counterparties.
6.3 The following are considered per se eligible counterparties:
6.3.1 Investment firms,
6.3.2 credit institutions,
6.3.3 insurance companies,
6.3.4 UCITS and their management companies,
6.3.5 pension funds and their management companies,
6.3.6 commodities and commodity derivatives dealers,
6.3.7 the national government and its corresponding offices (public bodies dealing with public debt included), central banks and supranational organisations and third country equivalents.
6.4 With their written consent or on their request, clients can be considered as elective eligible counterparties when meeting the criteria as defined in the Gibraltar Financial Services Act 2019 and the Gibraltar Financial Services (Investment Services) Regulations 2020.
7. Opt down
7.1 Provided that the client complies with the following criteria, he can request a change in categorisation.
7.2 A client who is considered an eligible counterparty has the right to opt-down. This means that he can request a higher level of protection, namely that offered to a professional or retail client. Unless the eligible counterparty expressly requests treatment as a retail client, his request will be considered as a request to be treated as a professional client.
7.3 The eligible counterparty has the right to a general opt-down, covering all business conducted with EPIC.
7.4 A client who is categorised as a professional client has the right to opt-down to retail client treatment (with the associated higher level of protection) for all business conducted with EPIC. It is the sole responsibility of the client to ask in writing for this higher level of protection when the client is of the opinion that it is unable to properly assess or manage the risks involved in its investment decisions.
8. Opt Up
8.1 Professional clients, including large undertakings and retail clients who have been categorised as a professional client, may be treated as eligible counterparties with their express consent and when the law of the home country or, for non-EEA clients, the laws of Gibraltar, foresees this possibility. This change in categorisation can be made on the initiative of EPIC or after written request by the client. All clients opting for the treatment as an eligible counterparty agree that they are aware of the risks involved in a lower level of protection and accept these risks.
8.2 A retail client has the right to request a lower level of protection as professional client in respect of all its business with EPIC. Retail clients, however, making such a request must satisfy at least two of the following criteria:
8.2.1 during each of the previous four quarters, the client must have carried out an average of 10 transactions of a significant size on the market he envisages in his request.
8.2.2 the size of the client’s financial instrument portfolio (including cash deposits and financial instruments but excluding real estate) must exceed EUR 500,000.
8.2.3 the client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services he envisages in his request.
8.3 On receiving such a request from a retail client who meets these criteria, EPIC may, but is not obliged to accept categorisation as a professional client for these services, products, and transactions.
8.4 All clients requesting an opt-up to professional client agree that they are aware of the risks involved in receiving a lower level of protection and accept these risks.
9. Best Execution
9.1 EPIC has an obligation to obtain the best possible result, on a consistent basis, when executing client orders.
9.2 The Best Execution Policy summarises the approach and the execution venues considered for the execution of an order. However, when there is a specific instruction from the Client to execute on a venue offered by EPIC and indicated by the Client, the order will be executed following the specific instruction of the Client. Consequently, the Client loses the protection of the order execution policy.
9.3 The Best Execution Policy is considered a full part of the Terms of Business and is available on request from EPIC’s registered office. This will be on our website and provided during engagement with one of our team members.
10. Conflicts of Interest
10.1 For the purposes of the present Terms of Business, EPIC Conflicts of Interest policy, as summarised hereinafter, will apply:
10.1.1 Although the remuneration of EPIC’ s employees may be partially related to EPIC’ s profitability, there is no direct link between the remuneration of persons principally engaged in one activity and the remuneration of, or revenues generated by, persons principally engaged in another activity, where a conflict of interest may arise in relation to those activities.
10.1.2 EPIC has installed separate reporting lines for relevant persons engaged in activities involving a risk of conflict of interest.
10.1.3 In order to manage the conflicts of interests that might arise from the production and dissemination of investment research specific organizational arrangements are in place and additional rules of conduct are applicable to the financial analysts and other relevant persons involved in the production of investment research.
The conflicts of interest policy are considered a full part of the Terms of Business and is available on request from EPIC’s registered office.
10.2 Without limiting the generality of the foregoing, conflicting interests may arise because:
10.2.1 EPIC may be.
(i) dealing as principal or be registered as a market maker in the Instruments; or
(ii) providing services to other persons with interests in or proposing to acquire such Instruments.
10.2.2 EPIC may be a financial adviser to the issuer of such Instruments.
10.2.3 EPIC may be conducting an agency cross by matching the Client´s order with the order of another party.
10.2.4 EPIC may be trading or have traded on for its own account or have a long or short position in such Instruments.
10.3 That the Client does not object to EPIC acting in such circumstances. Unless the Client notifies EPIC to the contrary, EPIC will assume.
10.4 In the provision of investment and ancillary services to its Clients, EPIC may provide to third parties or be provided by third parties with monetary and/or non-monetary benefits (inducements). EPIC ensures, in part through its conflicts of interest policy that such inducements enhance the quality of the relevant service to the Clients and do not impair compliance with its duty to act in the best interests of its Clients. For example, EPIC may receive a fee from the management company of undertakings for collective investment (UCI) for selling these UCIs. This fee is a percentage of the management fee received by the management company and enables EPIC to use its distribution network to offer a broad range of UCIs to its Clients, and to provide them with the requisite information. Other fees or commissions may relate to financial analyses (non-monetary benefits) that may be used as a basis for investment advice, or inducements (paid or received) for acquiring business. More information on the nature and amount or method of calculation can be obtained from EPIC on request.
11. Charges and Expenses and Taxes
You may be subject to other taxes or costs that are not imposed by us or paid through us. The tax treatment of any profits resulting from your trading activity will depend on your individual circumstances. It is your responsibility to ensure the payment of all taxes as they fall due.
12. Protection of Personal Data
12.1 We are registered with the Gibraltar Regulatory Authority as a data controller. In the case where we act as a data controller of the personal data you provide to us; we shall comply with our obligations under the Data Protection Legislation in relation to all personal data that is processed by us while providing the services to you and performing our obligations under these Terms of Business and administering the relationship between you and us. You will provide us with reasonable assistance in connection with our compliance with the Data Protection Legislation. You acknowledge and agree that if in, providing the services to you and performing our obligations under these Terms of Business and administering the relationship between you and us, we act as a data controller of the personal data you provide to us, we may transfer the personal data to countries outside of the European Economic Area.
12.2 To the extent we act as a data processor of the personal data you provide to us:
12.2.1 we will process such personal data only in accordance with your instructions from time to time, and you hereby instruct us to take such steps in the processing of such personal data on your behalf as are reasonably necessary for providing the services to you and performing our obligations under these Terms of Business and administering the relationship between you and us.
12.2.3 we will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to you as data controller.
12.2.3 you acknowledge that we are reliant on you alone for direction as to the extent we are entitled to use and process your personal data. Consequently, we shall not be liable where a data subject makes a claim or complaint in respect of our actions to the extent that such actions directly result from instructions received from you; and
12.2.4 you will, as data controller of the personal data you provide to us, comply with your obligation under all applicable Data Protection Legislation in relation to such personal data that is processed by you while performing your obligations under these Terms of Business, including in respect of all instructions you give us in relation to the processing of such personal data on your behalf.
12.4 You authorise us to contact you by email, telephone, or post to discuss any aspect of our business. If you do not wish us to so contact you for any direct marketing activities, you must inform in writing either by email or post.
Our contact details are as follows:
Email address: email@example.com
Postal address: 3.1 Madison, Midtown, Gibraltar GX11 1AA
13. Anti-Money Laundering
The Client represents, warrants, and undertakes that he is now and will be always in the future in compliance with all applicable laws and regulations concerning anti-money-laundering (AML). EPIC is required to follow the applicable AML-laws and regulations relating to Client´s identification, and if satisfactory evidence of identity has not been obtained by EPIC within a reasonable time, EPIC reserves the right to cease to deal with the Client.
14. Communications with the client
14.1 Communication with clients will be carried out through various means. We will maintain regular dialogue via email and telephone, whilst providing reports and documentation via our investor portal on our Investment Management Software platform.
14.2 You consent to receiving any other required or optional communication or agreement under any applicable laws or regulations or pursuant to these Terms of Business. It is not our policy to routinely issue paper copies of our documents. You agree that any such documents that are delivered to you electronically through the Website are deemed to be “in writing” and to have been received upon them being posted on the Website. You confirm that you have regular access to the internet and have provided us with your email address. We will notify you when such information is accessible on the Website and/or via our investor portal and when such information is revised.
14.3 You may withdraw your consent to the electronic delivery of documents at any time by giving us prior written notice. If you revoke your consent, we may levy a reasonable charge for sending documents to you in paper form. Specifically, you agree that we may provide the following information to you via our website:
14.3.1 information about us.
14.3.2 terms and conditions in relation to trading.
14.3.3 our Conflicts Policy and, upon request, further details of that policy.
14.3.4 a general description of the nature and risks of Instruments.
14.3.5 actual costs and charges.
14.3.6 details of our Best Execution Policy.
14.3.7 any changes to the methods of communication to be used between us, including but not limited to how we receive Orders; and
14.3.8 any material changes to any of the above.
14.4 We may contact you using your home telephone number, mobile telephone number or postal address specified on your application form or to such other address or number as you may subsequently notify to us and which notification we have acknowledged as having been received. Any correspondence, document, written notice, contract note, or statement will be deemed to have been properly given:
14.4.1 if posted on the Website, immediately on being available online.
14.4.2 if sent by email, upon them being sent to the email address we hold for you.
14.4.3 if sent by fax or text message as soon as we have transmitted it to your fax or mobile telephone.
14.4.4 if sent by first class post, on the next Business Day after being deposited in the post to a Gibraltar address and on the second Business Day after being deposited in the post to a non-Gibraltar address; and
14.4.5 if delivered by hand, immediately on being deposited at your address.
14.5 You must communicate with us by email sent to the email address currently designated by us for that particular purpose, by telephone or in person. Any such communication will only be deemed to have been received by us upon our actual receipt thereof.
14.5.1 You authorise us to rely and act on, and treat as fully authorised and binding on you, any communication (whether in writing or not) that we reasonably believe to have been transmitted by you or on your behalf.
14.5.2 If at any time you are unable, for whatever reason, to communicate with us, we do not receive any communication sent by you, or you do not receive any communication properly sent by us under these Terms of Business, neither we nor any Related Person will:
a) be responsible for any loss, damage or cost caused to you by any act, error, delay, or omission resulting therefrom where such loss, damage or cost is a result of your inability to open a trade; and
b) except where your inability to communicate with us results from our fraud, wilful default, or negligence, be responsible for any loss, damage or cost caused to you by any act, error, omission, or delay resulting there from including without limitation, where such loss, damage or cost is a result of your inability to close a trade.
You agree that we may record our telephone conversations with you. We may record telephone conversations without use of a warning tone to ensure that the material terms transactions concluded when carrying on the regulated activity of dealing on own account and the provision of client order services that relate to the carrying on of a regulated activity of the firm. Such records will be our sole property and you accept that they will constitute evidence of the communications made.
14.6.1 Our records, unless shown to be wrong, will be evidence of your dealings with us. You will not object to the admission of our records as evidence in any legal or regulatory proceedings on the grounds that such records are not originals, are not in writing or are documents produced by a computer. Our records may be made available to you on request at our absolute discretion and we reserve the right to make a reasonable charge for such records.
14.6.2 You accept that emails, text messages and other electronic communications we send to you may not be encrypted and therefore may not be secure. Subject to applicable laws and regulations, any communications between us using electronic signatures shall be binding as if it were in writing. Orders or instructions given to you via email or other electronic means will constitute evidence of the orders or instructions given. Your communications with us will be recorded. A copy of the record will be available on request for a period of seven years.
14.6.3 If you are based outside of Gibraltar, you agree that, in the event of a claim being started against you by us as a result of our relationship, the claim form may be served upon you by email by sending it to the email address we hold for you, which will be the email address specified in your application form, unless you have notified us of an alternative email address, in which case it is that email address we shall use. A claim form served upon you by email pursuant to this will be deemed to have been served upon you on the date of sending the email. We may, however, choose to serve the claim form upon you by any alternative method permitted by law.
15. Change in the Terms of Business
15.1 EPIC reserves the right to change its Terms of Business. EPIC shall be obliged to inform the Client of any change in the Terms of Business without undue delay by telephone, facsimile or by e-mail. It shall at the same time publish the new wording of its Terms of Business on its Website. The new wording of the Terms of Business shall be also available on request at EPIC registered office.
15.2 A change in the Terms of Business shall become effective towards the Client on the day when he expressed his consent to it by telephone, facsimile or by e-mail.
16. Final Provision
16.1 The legal relations arising in connection with our business relationship shall be governed by the provisions of the Bespoke Investment Agreement, the Terms of Business, the practices applied in connection with the execution of transactions on the capital markets and by the respective generally binding legal regulations.
16.2 If any of the provisions of these Terms of Business is invalid, contestable or unenforceable, or if it becomes so in the future, then only this particular provision is or will be invalid, contestable or unenforceable; the validity and enforceability of the other provisions will remain unaffected, unless it ensues from the nature or content of the provision, or from the circumstances under which such provision was accepted that the respective part cannot be separated from the other provisions of these Terms of Business. EPIC shall endeavour to replace such invalid provision without undue delay with a faultless provision which will correspond to the maximum extent possible with the content and purpose of the faulty provision. The Client represents that he has acquainted himself with the above-mentioned Terms of Business.