Terms of Brokerage

for MiFID II related services

for non-MiFID related services


Terms of Services for Financial Instruments under MiFID II

These Terms of Services (the “Terms”) define the conditions under which STX Fixed Income B.V. (“STX”) is responsible for providing its services related to financial instruments under MiFID II. It contains an overview of certain market conventions and practices adopted by STX, however it does not constitute an exhaustive summary of all practices. In the event of conflict arising between any translation and this original English document, this English document will prevail.

1. Effective Date of these Terms.

1.1 These Terms are effective from 5 September 2018.

1.2 These Terms supersede any existing terms and/or terms of brokerage which may previously have been sent to you by STX.

1.3 Unless otherwise agreed in writing, these Terms apply to all services provided by STX.

1.4 STX is entitled to change these Terms any Time. Changes will be made available through the website immediately.

2. Client Categorization.

2.1 Due to the type of services provided by STX to clients under these Terms, STX is obligated under the Financial Supervision Act (Wet op het financieel toezicht/Wft) to classify the type of client.

2.2 Based on the information available to STX, the client has been categorized as either an Eligible Counterparty, Professional client or non-professional client.

2.3 The client acknowledges that a re-classification is possible and accepts, that all services offered by STX may not be available to all types of client classifications.

2.4 The client agrees and acknowledges, that it is the responsibility of the client to inform STX of any changes, which could affect its client categorization.

3. Scope of Services & Capacity

3.1 STX provides brokerage services to its clients by acting as an intermediary or arranger of transactions to facilitate the agreement between principals, sometimes introducing a clearing counterparty to consummate a transaction. Unless otherwise agreed in writing, these Terms apply to all services related to MiFID II instruments provided by STX.

3.2 STX may decide to effect a transaction with a client as a principal (which means, where a client buys or sells an instrument, it is bought from STX or sold to STX), as agent or in a combination of agent and principal.

3.3 The client is assumed to be acting in the role of principal in relation to the Terms and any transaction effected under these Terms, unless otherwise agreed in writing.

3.4 STX does not provide any advice to the client on any matter related to tax, accounting or legal advice and STX does not serve as a fiduciary to its clients, who must decide for themselves whether to enter into a transaction.

3.5 STX does not hold any funds from clients.

4. Best Execution

4.1 The client accepts and acknowledges, that the best execution requirements set out under MiFID II are not applicable for Eligible Counterparties, however STX strives to apply its ambitions of ethical and professional behavior to any offering and service.

4.2 Eligible Counterparties are not entitled to certain of the protections provided for in MiFID II; such as a) restrictions on the payment or receipt by STX of any inducements, b) obligation of best execution in respect of any orders, c) requirements of assessing appropriateness of products and services, d) requirement of STX to act in the best interest of the client and e) the obligation to take all sufficient steps to obtain best possible result when executing orders.

4.3 Professional clients are not entitled to certain protection afforded to retail clients under MiFID II, such as a) requiring additional information to assess the appropriateness of certain services, b) imposing requirements as to the form, content and timing of certain information provided to retail clients.

4.4 The Execution Policy of STX is the framework for Best Execution within STX.

5. Fees, Charges & Price Disclosure

5.1 The client accepts and acknowledges that any transaction effected by STX with the client as principal may have a mark-up or mark-down or be subject to a dealer spread in its pricing, which may result in additional compensation or equivalent to STX.

5.2 The client accepts, that in NGU transactions STX may charge a fee, which is separate from the transaction price. Furthermore, the client accepts that in principal markets, where STX introduces a clearing counterparty, STX may charge a fee in form of a spread between the buy and sell transaction price.

5.3 The client agrees and accepts, that for certain products a fee may be charged to both parties to the transactions and for other services a fee is charged to only one party to the transaction.

5.4 The client agrees and accepts, that any fine and/or penalty STX is charged for a bond settlement later than t+2 as a result from an overdue delivery from a seller, will be charged to that seller.

5.5 STX will disclose to the client information relating to costs, fees and charges where required to do so under applicable laws(s) and regulation(s). The client acknowledges and accepts, that STX may provide limited disclosure of costs and charges information where permitted to do so under applicable law(s) and regulation(s).

6. Settlement and payment

6.1 Unless agreed otherwise in writing, whenever a transactions is done, which includes a settlement, all amounts which are payable to STX and vice versa will be payable on a delivery versus payment basis.

6.2 For NGU-transactions, an invoice will be sent after the deal is confirmed. The fee paid to STX may be negotiated on a deal by deal basis or be charged immediately after the invoice has been sent.

7. Anonymity and Disclosure

7.1 The client acknowledges and accepts, that in accordance with general market practice, in Name Give-Up (“NGU”) transactions, STX generally operates in an anonymous fashion prior to the point of conclusion of the transaction. Counterparty names are only disclosed once the parameters are agreed and the counterparties have consented to disclosure in order to complete the transaction. Upon disclosure, the client accepts, acknowledges and agrees that the counterparties are committed to the transaction subject only to credit approval and the involved parties may not unreasonably withhold or delay that approval.

7.2 In matched principal markets, STX employs reasonable efforts to maintain the confidentiality and anonymity of the identity of clients involved in or contemplating participating in a transaction. Similarly, in NGU markets, STX seeks to employ reasonable efforts to maintain anonymity during the pre-matching period, and during the post-trade period, it will generally disclose the identity of a client participating in a trade only to the other participants in that trade.

7.3 There may be circumstances where the identity or creditworthiness of a client is a material term of the transaction or price that could adversely affect the broker’s ability to reflect an accurate market. In such situations, STX reserves the right without prior notice to disclose the identity of a client to the extent it reasonably believes such information could constitute a material term for another party contemplating participating in such a transaction.

8. Confidentiality

8.1 STX and the client undertake to keep all information received in connection with the services provided under these Terms confidential and not to disclose any such information to any third party except as permitted under these Terms; or agreed between the Parties; or is required or permitted to under law.

8.2 The client agrees that STX may disclose information to: a) any regulatory authority, b) any exchange or clearing house, c) any request under legal enactment, d) in any event where STX is required to or reasonably believes it necessary to disclose for the purpose of compliance with applicable laws or in relation to the prevention of crime.

9. Recording of phone calls

9.1 The clients accepts, that STX records all telephone conversations conducted with its clients and such recordings may be used for the purpose of, amongst others, the administration and establishment of orders and instructions, training- and control and as evidence in the event of a dispute. By conducting business with STX the clients and its employees consent to this recording. The clients must notify its employees of this consent and obtain their consent to the recording if required by law. The recordings will be destroyed after time.

10. Instructions

10.1 The clients authorizes STX to rely on any instructions given to STX by persons, who STX reasonably believes to be acting with authority on behalf of the clients. STX is not obligated to monitor whether a particular employee or representative of the clients is duly authorized to provide instructions.

11. Data

11.1 The client declares that he is aware and agrees that STX processes data, which might include personal data (jointly referred to as: the “Data”), that was obtained from the client for the purpose of the services provided.

11.2 Client hereby explicitly gives permission to STX to disclose the Data to third parties, such as supervisory authorities, when there is a legal obligation to do so. Client commits himself to provide STX with any information that is necessary on legal grounds and vouches for the correctness of that information.

11.3 The client acknowledges and accepts that STX may provide information required under applicable law(s) and regulation(s) in a manner, which is not personally addressed to the client by the means of a website, and STX may use its website to provide other information to the client, such as, but not limited to, risk disclosures relating to the services of STX.

11.4 STX may send notices and information by email. It is the responsibility of the client to ensure that its contact details as registered with STX are always up to date.

11.5 STX is allowed to process the Data of its clients, including that of any representative.

11.6 The client hereby explicitly gives permission to STX to use the Data for the purpose of engaging in, managing and executing transactions and any other relationships resulting from such transactions. Client has the right to request a summary of the personal data processed about him. Client has the right to have his personal data rectified, deleted or blocked, if the personal data is factually incorrect, incomplete for the purpose or purposes of processing, not relevant or are otherwise processed in conflict with a statutory provision. Client also explicitly gives permission to STX, and any associated entities, to use his personal data for the purpose of marketing, risk management, analysis of markets and statistics and the global vision of clients (without resulting in any obligation for STX). Clients may protest against this use at any time without any costs at the below mentioned address.

11.7 Processing Data includes collecting, storing and using the Data; both personal data as well as data related to the services and transactions between the client and STX.

11.8 The processing of the Data can be outsourced by STX to, for example, a publicity agency or a company that takes care of (a part of) the administration. These parties are processors in the sense of the General Data Protection Regulation (2016/679). STX and the processor will keep each other posted on any possible changes in the Data to make sure that all Data that is being processed is up-todate at all times.

11.9 For more information on how STX treats personal data, a reference is made to the privacy statement on the website.

12. Reporting

12.1 The client acknowledges and agrees, that where STX concludes a transaction with a client, STX may report details regarding the transaction and the clients where required under law to e.g. trading venues and national regulatory authorities.

12.2 The clients acknowledges and accepts that where STX concludes a transaction with a client outside a trading venue and where the clients is an investment firm under the definitions of MiFID II and where the transaction is subject to publication under MiFIR, the party acting as the seller shall arrange to make public the information required under applicable law(s) and regulation(s).

12.3 In transactions concluded outside a trading venue and the clients is the buyer and the client is a Systematic Internalizer in a particular financial instrument, the client shall arrange to make public the information required under applicable law(s) and regulation(s).

13. Short-selling

13.1 The client confirms, that whenever the client is selling a financial instrument, the client is considered to already own and possess the financial instrument to be sold. The client is required to inform STX if it intends to short-sell and the client accepts that STX shall have the right to refuse the order and/or transaction.

14. Bribery, Corruption and Money Laundering Prevention

14.1 All services provided by STX are subject to any applicable requirements relating to bribery, corruption, terrorist financing, fraud, tax evasion and/or money laundering prevention and STX provides these services to its clients under the assumption that clients are complying with all such legal requirements. STX is entitled to immediately terminate the provision of services, without judicial intervention and without being liable for damages due to the early termination, to clients which do not comply with such legal requirements.

15. Conflict of Interest

15.1 The business model and services of STX are built on high level of knowledge, expertise and trust and consequently STX treats all sensitive information with due care and have a framework in place through its internal code of conduct to ensure a high level of integrity, honesty and professionalism.

15.2 STX works with multiple clients as it sources liquidity for its clients and consequently STX acknowledges that the interests of its clients may be in conflict. STX aims to balance the interests and expectations of multiple participants involved in or contemplating a particular transaction, as well as to act in a manner that furthers the interests of all participants in the maintenance of an active marketplace. STX has a procedure and processes in place to prevent, identify and manage potential conflicts of interest and which promotes transparency towards its clients with regard to conflicts of interest.

16. Entertainment Policy

16.1 STX views business entertainment with its clients as an opportunity to strengthen its business relationships with clients and STX’s and its clients’ mutual understanding of each other’s business needs and concerns. STX’s company policy stipulates that business entertainment not be excessive, too frequent, lavish or inappropriate, and that conflicts of interest are avoided.

17. Engaging Third Parties

17.1 STX may engage third parties and outsource activities in connection with its services, for example with regards to its business operations.

18. Limitation of Liability

18.1 STX nor any of its directors, employees or agents shall be liable for any loss suffered by its clients unless such loss is caused directly by gross negligence or willful misconduct. The liability of STX does in no event include any indirect or consequential damages, loss of profit, business opportunity, goodwill or anticipated savings.

19. Complaints, Disputes and Governing Law

19.1 STX has a complaint process and procedure in place, which clients can find on STX’s website.

19.2 The framework for disputes and governing law is established in the agreement between the client and STX, and client may use this framework for escalation.

19.3 For the purpose of any dispute under or in connection with these Terms, the Parties submit to the exclusive jurisdiction of the Dutch courts and the Terms shall be construed and governed in accordance with the Laws of the Netherlands.


Terms of Services for non-MiFID related services

These Terms of Services (the “Terms”) define the conditions under which STX Fixed Income B.V. (“STX”) is responsible for providing its brokerage services to its clients. It contains an overview of certain market conventions and practices adopted by STX. Markets in particular products may also follow other conventions and practices so this statement is not an exhaustive summary of all practices. The broking practices described in this document address STX’s provision of broking and execution services but do not modify or supersede contractual arrangements with clients. STX’s client base varies by product and includes industrial parties, utilities, banks and other market counter parties. STX adds value to its clients by (i) improving price discovery and transparency, (ii) enhancing liquidity, (iii) facilitating information flow, and (iv) providing a degree of anonymity and confidentiality appropriate to each marketplace. In the event of conflict arising between any translation and this original English document, this English document will prevail.

These terms do not apply for services in MiFID Instruments.

1. Effective Date of these Terms

1.1 These Terms are effective from 5 September 2018.

1.2 These Terms supersede any existing terms and/or terms of brokerage which may previously have been sent to you by STX.

1.3 Unless otherwise agreed in writing, these Terms applies to all services provided by STX.

1.4 STX is entitled to change these Terms any time. Changes will be made available through the website immediately.

2. Scope of Services & Capacity

2.1 STX offers services within the fields of corporate finance, debt origination and advisory and money markets.

2.2 STX provides brokerage services to its clients by acting as an intermediary or arranger of transactions to facilitate the agreement between principals sometimes introducing a clearing counterparty to consummate a transaction.

2.3 STX may decide whether to effect a transaction with a client as a principal (which means, where a client buy or sell an instrument, it is bought from STX or sold to STX), as agent or in a combination of agent and principal.

2.4 The client is assumed to be acting in the role of principal in relation to the Terms and any transaction effected under these Terms, unless otherwise agreed.

2.5 STX does not provide any advice to the client on any matter related to tax, accounting or legal advice and encourages its clients to seek specialized and professional assistance for this.

2.6 The client acknowledges and accepts, that when STX provides advice or information regarding e.g. debt financing, STX does not serve as a fiduciary to its client, who must decide for themselves whether to enter into a transaction or make use of a service.

2.7 STX acts as a financial intermediary and is not a lender.

2.8 STX does not hold any funds from clients.

3. Conflict of Interest

3.1 The business model and services of STX is built on high level of knowledge, expertise and trust and consequently STX treats all sensitive information with due care and have a framework in place through its internal code of conduct to ensure a high level of integrity, honesty and professionalism.

3.2 STX works with multiple clients as it sources liquidity for its clients and consequently STX acknowledges that the interests of its clients may be in conflict. STX aims to balance the interests and expectations of multiple participants involved in or contemplating a particular transaction, as well as to act in a manner that furthers the interests of all participants in the maintenance of an active marketplace. STX has a procedure and processes in place to prevent, identify and manage potential conflict of interest and which promotes transparency towards its clients with regard to conflicts of interest.

4. Fees, Charges & Price Disclosure

4.1 In markets based on bi- or multilateral negotiations, price discovery is generally done by voice and/or through electronic communications.

4.2 The client accepts and acknowledges that in Name GiveUp(“NGU”)-transactions STX will charge a fee, which is separate from the transaction price. Furthermore, the client accepts that in principal markets, or where we introduce a clearing counterparty, the fee will typically take the form of a spread between the buy and sell transaction prices.

4.3 The client accepts and agrees that for certain products, a brokerage fee is paid by both participants in the trade and for other products, the brokerage fee will be charged to only one party to the transaction.

4.4 STX will disclose to the client information relating to costs, fees and charges where required to do so under applicable laws(s) and regulation(s). The client acknowledges and accepts, that STX may provide limited disclosure of costs and charges information where permitted to do so under applicable law(s) and regulation(s).

5. Anonymity, Disclosure & Confidentiality

5.1 In accordance with general market practice, in NGU product markets STX generally operates in an anonymous fashion prior to the point of execution. Liquidity and transparency in the marketplace are best served by maintenance of confidentiality. Counterparty names are only disclosed once the parameters are agreed and the counterparties request disclosure to complete the transaction. On disclosure, the counterparties are committed to the transaction subject only to credit approval, and counterparties must not unreasonably withhold or delay that approval.

5.2 In matched principal markets, STX employs reasonable efforts to maintain the confidentiality and anonymity of the identity of clients involved in or contemplating participating in a transaction. Similarly, in NGU markets, STX seeks to employ reasonable efforts to maintain anonymity during the pre-matching period, and during the post-trade period, it will generally disclose the identity of a client participating in a trade only to the other participants in that trade.

5.3 There may be circumstances where the identity or creditworthiness of a client is a material term of the transaction or price that could adversely affect the broker’s ability to reflect an accurate market. In such situations, STX reserves the right without prior notice to disclose the identity of a client to the extent it reasonably believes such information could constitute a material term for another party contemplating participating in such a transaction.

6. Non Circumvention

6.1 Introduction by STX of a potential counterparty may lead to a transaction and to STX earning a commission. The clients who receive an introduction shall not circumvent or attempt to circumvent the terms of the brokerage agreements or payment of a commission to STX. In the interests of retaining a liquid and transparent market, upon disclosure of a counterparty identity by STX, a party should not endeavor to circumvent STX in that or subsequent transactions to contact and deal direct.

6.2 The client acknowledges and accepts that, unless agreed otherwise in writing, this non-circumvention clause is valid for a period of 12 months after the introduction.

6.3 A third party will be considered as having been introduced by STX to the client if, when the introduction is made, the client does not inform in writing to STX within 10 Business Days after the introduction to having known the third party prior to the introduction.

7 Settlement and payment

7.1 Unless agreed otherwise in writing, whenever a transactions is done, which includes a settlement, all amounts which are payable to STX and vice versa will be payable on a delivery versus payment basis.

7.2 For NGU-transactions, an invoice will be sent after the deal is confirmed. The fee paid to STX may be negotiated on a deal by deal basis and has to be paid after the invoice has been sent on or before the agreed due date.

8 Confidentiality

8.1 STX and the client undertake to keep all information received in connection with the services provided under these Terms confidential and not to disclose any such information to any third party except as permitted under these Terms; or agreed between the Parties; or is required or permitted to under law.

8.2 The client agrees that STX may disclose information to: a) any regulatory authority, b) any exchange or clearing house, c) any request under legal enactment, d) in any event where STX is required to or reasonably believes it necessary to disclose for the purpose of compliance with applicable laws or in relation to the prevention of crime.

9 Recording of phone calls

9.1 The client accepts, that STX records all telephone conversations conducted with its clients and such recordings may be used for the purpose of, amongst others, the administration and establishment of orders and instructions, training- and control purposes and as evidence in the event of a dispute. By conducting business with STX the clients and its employees consent to this recording. The client must notify its employees of this consent and obtain their consent to the recording if required by law. The recordings will be destroyed after time.

10 Data

10.1 The client declares that he is aware and agrees that STX processes data, which might include personal data (jointly referred to as: “Data”), obtained from the client for the purpose of the services provided.

10.2 The client hereby explicitly gives permission to STX to disclose the Data to third parties, such as supervisory authorities, when there is a legal obligation to do so. The client commits himself to provide STX with any information that is necessary on legal grounds and vouches for the correctness of that information.

10.3 The client acknowledges and accepts that STX may provide information required under applicable law(s) and regulation(s) in a manner, which is not personally addressed to the client by the means of a website, and STX may use its website to provide other information to the client, such as, but not limited to, risk disclosures relating to the services of STX.

10.4 STX may send notices and information by email. It is the responsibility of the client to ensure that its contact details as registered with STX are always up to date.

10.5 STX is allowed to process the Data of its clients, including that of any representative.

10.6 The client hereby explicitly gives permission to STX to use the Data for the purpose of engaging in, managing and executing transactions and any other relationship resulting from such transactions. Clients are entitled to request a summary of the personal data processed about him. The client is entitled to have his personal data rectified, deleted or blocked, if the personal data is factually incorrect, incomplete for the purpose or purposes of processing, not relevant or are otherwise processed in conflict with a statutory provision. The client also explicitly gives permission to STX, and any associated entities, to use his personal data for the purpose of marketing, risk management, analysis of markets and statistics and the global vision of clients (without resulting in any obligation for STX). Clients may protest against this use at any time without any costs at the below mentioned address.

10.7 Processing Data includes collecting, storing and using the Data; both personal data as well as data related to the services and transactions between the clients and STX.

10.8 The processing of the Data can be outsourced by STX to, for example, a publicity agency or a company that takes care of (a part of) the administration. These parties are processors in the sense of the General Data Protection Regulation (2016/679). STX and the processor will keep each other posted on any possible changes in the Data to make sure that all Data that is being processed is up-todate at all times.

10.9 For more information on how STX treats personal data, a reference is made to the privacy statement on the website.

11 Bribery, Corruption and Money Laundering Prevention

11.1 All services provided by STX are subject to any applicable requirements relating to bribery, corruption, terrorist financing, fraud, tax evasion and/or money laundering prevention and STX provides these services to its clients under the assumption that clients are complying with all such legal requirements. STX is entitled to immediately terminate the provision of services, without judicial intervention and without being liable for damages due to the early termination, to clients which do not comply with such legal requirements.

12 Entertainment Policy

12.1 STX views business entertainment with its clients as an opportunity to strengthen its business relationships with clients and STX’s and its clients’ mutual understanding of each other’s business needs and concerns. STX company policy stipulates that business entertainment not be excessive, too frequent, lavish or inappropriate, and that conflicts of interest are avoided.

13 Limitation of Liability

13.1 STX nor any of its directors, employees or agents shall be liable for any loss suffered by its clients unless such loss is caused directly by gross negligence or willful misconduct. The liability of STX does in no event include any indirect or consequential damages, loss of profit, business opportunity, goodwill or anticipated savings.

14 Engaging Third Parties

14.1 STX may engage third parties and outsource activities in connection with its services, for example with regards to its business operations.

15 Complaints, Disputes and Governing Law

15.1 STX has a complaint process and procedure in place, which clients can find on the website.

15.2 The framework for disputes and governing law is established in the agreement between the client and STX, and clients may use this framework for escalation.

15.3 For the purpose of any dispute under or in connection with these Terms, the Parties submit to the exclusive jurisdiction of the Dutch courts and the Terms shall be construed and governed in accordance with the Laws of the Netherlands.