FOR REFERENCE ONLY
- Scope: Capitalized terms herein are defined in place or in paragraph 30. These BARX Terms ("Terms") apply to Client's access and use of any BARX Service. They supplement any relevant product-specific agreement (e.g. ISDA) and/or Terms of Business between Client and us, and any Third Party Platform terms, if applicable. By clicking a box indicating your acceptance, signing a hard copy of these Terms below or using a BARX Service, Client accepts these Terms, including the electronic delivery of required information and agrees to comply with our BARX User Guidelines (the current versions of which are available at http://www.barx.com/documents/usage-guide.html and http://www.barclays.com/barxcorporateuserguide, as amended from time to time by us) (the "User Guidelines"), and other reasonable instructions notified to Client relating to use of BARX Services.
- Logons and Security: Client may access each BARX Service only through the Logon provided by us or a Third Party Platform, as applicable, to each Authorised User. Each Logon provided by us or a Third Party Platform is personal to Client and Client must keep each Logon issued to or generated by it confidential, safe and secure at all times and ensure that it is used only by the individual or system for whom it has been issued or generated. Client is liable for all use or misuse of any such Logon and will comply with all reasonable instructions notified to it from time to time relating to any such Logon. All transmissions and Instructions issued through Client's Logon are deemed to be authorised by Client and constitute Client's use and will bind Client. Client will promptly notify us if it knows or suspects that any person not authorised to access the BARX Services has used or obtained the Logon or has had unauthorised access to the BARX Services, or that the confidentiality, security or functionality of any Logon or BARX Service has otherwise been compromised.
- Help Desk: Please see http://www.barx.com/contacts.html for information on our help desk in relation to Proprietary BARX Services.
- Instructions: Client authorises us to act (without further enquiry) on any Instruction whether or not we acknowledge receipt of such Instruction and Client shall be irrevocably bound by the terms of all transactions executed and orders placed through a BARX Service using Client's Logons. Client is not required to submit Instructions; we are not required to act on any Instruction or to execute any transaction pursuant to any Instruction. We have no responsibility for transmissions that are inaccurate, incomplete or not received by us, and we may implement an Instruction on the terms actually received by us. Where a BARX Service permits, Client may send requests to cancel an Instruction before it is executed; however, a cancellation is only effective when and to the extent we inform Client of such cancellation. We may cancel a transaction concluded at a manifestly erroneous price or volume or where a Regulator or Applicable Regulations require. Acts, omissions and defaults of Authorised Users are deemed for all purposes to be the actions, omissions and defaults of Client. Barclays and its Related Parties are not responsible for any Losses that may result from errors made by any third party in reading, processing or executing any Instruction or transaction, or if any third party otherwise fails to properly execute such Instruction or transaction.
- Transactions: We may send an acknowledgment in relation to a transaction ("Acknowledgment"), including by electronic means, to acknowledge receipt or status of an Instruction. However, an Acknowledgment shall not constitute or be construed as an acceptance of any Instructions by us and shall not be binding on us. In relation to Proprietary BARX Services, a transaction shall only be binding when we send confirmation of execution to that effect to Client, including by electronic means ("Confirmation") and if there is a conflict between the terms of any Confirmation and (a) these Terms, or (b) any Acknowledgement, the terms of the Confirmation will prevail. Execution terms as reflected in such an Acknowledgement or Confirmation sent to Client are subject to adjustment for errors and omissions including errors and omissions on the part of the markets to which Instructions were routed. Client accepts full responsibility for the review of such Acknowledgements and Confirmations and for notifying Barclays promptly of any discrepancies in such Acknowledgements and Confirmations in accordance with any Terms of Business between Barclays and Client or with standard market practice if no such terms are applicable.
- Costs and Expenses: Client is responsible for all applicable fees, costs and expenses associated with Client's access to and use of any BARX Service and the execution and settlement of transactions (including commissions, telecommunications and other connectivity costs, and costs of any third party software or equipment, and any related maintenance services). For the avoidance of doubt, Client will be responsible for the provision of all computer hardware and software, equipment, telecommunication systems and network facilities and other resources and facilities which Client requires to use or access any BARX Service.
- No advice: BARCLAYS DOES NOT MAKE ANY RECOMMENDATIONS AS TO THE SUITABILITY OF ANY INVESTMENT OR PROPOSED TRANSACTION. CLIENT ACKNOWLEDGES AND AGREES THAT: (I) BARCLAYS WILL NOT, AND ARE UNDER NO DUTY TO, PROVIDE ANY INVESTMENT, TRADING OR OTHER ADVICE OF ANY KIND IN RELATION TO ANY INVESTMENT OR PROPOSED TRANSACTION THROUGH ANY BARX SERVICE OR OTHERWISE; AND (II) THE PRODUCTS AVAILABLE THROUGH ANY BARX SERVICE AND ANY RELATED INFORMATION PROVIDED BY BARCLAYS SHOULD NOT BE RELIED UPON FOR THE PURPOSES OF MAKING INVESTMENT, TRADING OR ANY OTHER DECISIONS OF ANY KIND. Client acknowledges and agrees that the products made available through the BARX Services are intended for use as an aid to Client in making their own informed judgments. Client acknowledges and agrees that: (a) the BARX Services are not and will not form the basis of any investment, trading or other decisions it makes with respect to any products available via any BARX Service or otherwise; and (b) it is solely responsible for and will exercise its own independent judgment in: (i) making any investment, trading or other decisions of any kind with respect to any products available via any BARX Service, (ii) the selection, use and/or intended use of any products made available via any BARX Service and any results obtained; and (iii) determining whether any transaction is suitable, appropriate or advisable for it and/or its clients. Client acknowledges and agrees that, in respect of any of the products made available through the BARX Services, Barclays does not act as an investment advisor, discretionary manager or fiduciary to Client or any third party or in respect of Client or any such third party's managed or fiduciary accounts. Barclays does not assume any duties or obligations other than those expressly set out in these Terms. We are not soliciting any action based upon use of any BARX Service. Nothing in these Terms shall be deemed to be a waiver or limitation of any rights existing under Applicable Regulations for the protection of investors which cannot be waived or limited at law.
- No Promotion: Without the prior written consent of the other party, neither party will: (i) use the name of the other party or its Affiliates, or in the case of Client, the name of any of the Related Parties, or any trade name, trade mark, logo, trade device, service mark, symbol or any abbreviation, contraction, representation or simulation of the other party or its Affiliates in any advertising, publicity, or otherwise; or (ii) represent (directly or indirectly) that any product or any service provided by the other party has been approved or endorsed by the other party.
- Intellectual Property: We hereby grant to Client a limited, non-exclusive, non-transferable, personal licence during the term of these Terms to use (but not modify) each Proprietary BARX Service, subject to these Terms, i.e. solely for Client: (i) on its own account as principal, (ii) for Client's internal use (for viewing data and sending Instructions), and (iii) if Client is acting as an appointed counterparty (including a broker-dealer, investment manager or investment advisor), as agent on behalf of its customers, but otherwise not for use on behalf of third parties. All rights not expressly granted herein are reserved by Barclays and its licensors. Client acknowledges and agrees that all intellectual property rights in and to the Proprietary BARX Services, including the trade mark "BARX", belong to us or our licensors (as applicable) and are protected under applicable law. Certain BARX Services or aspects thereof may be provided by third parties, and Client will comply with all additional usage restrictions that such third parties may impose.
- Representations and warranties:
(a) Each party represents and warrants to the other party that: (i) it has and will continue to have full authority and capacity to enter into and perform its obligations under these Terms; (ii) this Agreement is executed by a duly authorised representative of that party who has full capacity and authority to do so; and (iii) it will act in compliance with all Applicable Regulations in the performance of its obligations under these Terms.
(b) Client represents and warrants that: (i) if it is connecting to Barclays' infrastructure and algorithms as part of a BARX Service through its own infrastructure and algorithms, it has a governance and control environment surrounding its trading practices which includes testing and validation of all related controls, and such testing and validation shall be undertaken by an independent third party appointed by Client or by Client staff independent from Client's front office staff, algorithm designers and developers; (ii) prior to entering into any transaction, Client will advise Barclays of any legal restrictions on the transfer of any securities Client sells and Client will provide any necessary documents to Barclays (including prospectuses or opinions) to satisfy legal transfer requirements; and (iii) where Client is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), none of the transactions conducted by Client will constitute prohibited transactions pursuant to the fiduciary provisions of ERISA or Section 4975 of the Internal Revenue Code of 1986.
- Inducement: Client acknowledges that it entered into these Terms without inducement by any representation or warranty not set forth in these Terms.
- Client Indemnity: Client will indemnify, defend and hold Barclays, its Related Parties and Barclays' Affiliates harmless from and against all Losses arising from: (a) Client's use of any BARX Service (including breaches of security and confidentiality of any BARX Service or any of Barclays' other systems not covered by these Terms), and, if Client is a broker-dealer, investment manager, investment advisor or agent of any kind acting on behalf of its customers, including any claims that a transaction was not suitable for or not authorised by such customer; and (b) any and all claims by a third party in relation to Client's use of any BARX Service, except, in each case, to the extent caused by our wilful default, gross negligence or fraud.
- Barclays Indemnity: If any third party claims that Client's use of Proprietary BARX Services in accordance with these Terms infringes or violates any copyright or trade secret, or any patent of which Barclays had actual knowledge on execution of these Terms (an "IP Claim"), and Client (a) notifies us promptly of any actual, or threatened IP Claim, (b) does not make any admission of liability, (c) assists us in responding to the IP Claim, and (d) allows us to control discussions and litigation relating to the IP Claim, then the applicable Barclays Affiliate(s) providing the Proprietary BARX Service will indemnify Client against damages finally awarded against Client and reasonable legal expenses incurred by Client in dealing with the IP Claim, except to the extent that the IP Claim: (A) arises as a result of (i) the combination by Client or its agents or any third party of any Proprietary BARX Service with other technology, computer system, communication network, services, products or materials if such claim would have been avoided absent such combination, or (ii) adaptation, modification or enhancement by Client or its agents or any third party of any Proprietary BARX Service; or (B) concerns (i) any computer systems or communication networks implementing the Proprietary BARX Service, or (ii) the use of the Proprietary BARX Service other than in accordance with these Terms. This paragraph states our entire obligation and Client's sole remedy regarding intellectual property infringement.
- DISCLAIMER AND LIABILITY:
(A) SAVE AS EXPRESSLY SET OUT IN THESE TERMS, (i) EACH BARX SERVICE AND THE MARKET DATA IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND BARCLAYS AND ITS RELATED PARTIES MAKE NO WARRANTY, REPRESENTATION OR OTHER ASSURANCE IN CONNECTION WITH ANY BARX SERVICE OR THE MARKET DATA, INCLUDING AS TO AVAILABILITY, ACCURACY, COMPLETENESS, RESULTS, FUNCTIONALITY, SECURITY, RELIABILITY, PERFORMANCE, TIMELINESS, NON-INFRINGEMENT, SUITABILITY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AND (ii) ALL REPRESENTATIONS, WARRANTIES AND ASSURANCES (STATUTORY, IMPLIED OR OTHERWISE) ARE EXCLUDED. WE AND OUR RELATED PARTIES HAVE NO LIABILITY TO CLIENT OR THIRD PARTIES IN CONNECTION WITH ANY BARX SERVICE OR MARKET DATA OTHER THAN FOR WILFUL DEFAULT, GROSS NEGLIGENCE AND FRAUD AND UNDER PARAGRAPH 13 ABOVE (INDEMNITY IN RELATION TO THE PROPRIETARY BARX SERVICE).
(B) FURTHER, WE AND OUR RELATED PARTIES ARE NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES WHICH CLIENT OR THIRD PARTIES MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR USE OF ANY BARX SERVICE OR MARKET DATA IN EACH CASE, HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF WE KNEW OF OR WERE ADVISED OF THE POSSIBILITY OF THOSE LOSSES. CLIENT IS SOLELY RESPONSIBLE FOR ANY LOSSES, DAMAGES, COSTS AND EXPENSES RESULTING FROM ITS RELIANCE ON ANY DATA (INCLUDING THE MARKET DATA) THAT WE OR OUR RELATED PARTIES MAY PROVIDE IN CONNECTION WITH CLIENT'S USE OF THE BARX SERVICES AND/OR RELIANCE ON THE BARX SERVICES, EXCEPT FOR LOSSES, DAMAGES, COSTS OR EXPENSES CAUSED BY OUR WILFUL DEFAULT, GROSS NEGLIGENCE AND FRAUD. NOTHING IN THESE TERMS EXCLUDES OR LIMITS BARCLAYS' OR ITS RELATED PARTIES' LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY'S NEGLIGENCE; (B) GROSS NEGLIGENCE, WILFUL DEFAULT OR FRAUD; OR (C) ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE REGULATIONS
(C) IN NO EVENT SHALL BARCLAYS OR ITS RELATED PARTIES BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER OR IN RELATION TO THIS AGREEMENT BY REASON OF CIRCUMSTANCES BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF GOD, ACTS OF CIVIL OR MILITARY AUTHORITY, NATIONAL EMERGENCIES, LABOUR DIFFICULTIES, DISPUTES OR STRIKES (OF THEIR OWN EMPLOYEES OR OTHERWISE), FIRE, MECHANICAL BREAKDOWN, FLOOD, OR CATASTROPHE, INSURRECTION, WAR, TERRORISM, RIOTS, FAILURE OF TELECOMMUNICATION NETWORKS OR POWER SUPPLIES, COMPLETE OR PARTIAL CLOSURE OF ANY PAYMENT OR SETTLEMENT SYSTEM OR CURRENCY MARKET OR ANY ACT, OMISSION, DEFAULT OR DELAY OF ANY AGENT, CORRESPONDENT OR PAYING BANK OR ANY THIRD PARTY.
- Data: Without prejudice to paragraph 14, we and any provider of Market Data are not liable: (a) for the Market Data in any way, including if the Market Data is inaccurate, incomplete or delayed in any respect; or (b) for any actions that Client takes or does not take based on the Market Data. Client will use Market Data solely as part of a BARX Service and will not redistribute or, save as required under Applicable Regulations, disclose it. Market Data is the intellectual property of us or our licensor(s). Client hereby grant us the irrevocable, perpetual licence to collect BARX Data and aggregate it with data of other users such that no user can be readily identified. Client acknowledges and agrees that we shall own all rights in that aggregated data.
- Usage information: If we have an enquiry relating to Client's use of a BARX Service (including if we suspect Client is in breach of these Terms), Client will promptly provide us and/or Regulators with any information, access to premises or systems or assistance reasonably requested by us or any Regulator or as required under Applicable Regulations. Any attendance at Client's premises will, unless Applicable Regulations otherwise require, be subject to reasonable prior notice and Client's reasonable security and confidentiality procedures.
- Investment Managers: If Client is a broker-dealer, investment manager or investment advisor or agent, Client represents and warrants that: (a) it is executing these Terms on its own behalf and as agent of Client's principals; (b) Client has full capacity and all requisite authority to so execute and to effect transactions through the BARX Services on behalf of its principals; (c) all such transactions will be suitable and/or appropriate for the principals (to the extent Client has a duty under Applicable Regulations to ensure this); and (d) Client will give us prior notice of any principals on whose behalf it will use a BARX Service. Client shall notify us of any change to its list of principals on whose behalf it uses a BARX Service.
- Compliance with laws: Client will comply, and co-operate with us in complying, with all Applicable Regulations when using or accessing any BARX Service. Barclays makes no representations that any BARX Service is appropriate for use in all locations. Client is responsible for its compliance with Applicable Regulations. No software contained in any BARX Service may be downloaded or otherwise exported in contravention of any law, including U.S. Department of Treasury or U.S. Department of Commerce regulations, or to a resident of or location in any nation to which the U.S. or U.K. has embargoed goods.
- Regulatory: In the EU, BARX Services are provided to Client by Corporate and Investment Banking. In other jurisdictions, BARX Services may be offered by a particular Barclays entity, either on its own account or as agent for another Barclays entity. Client acknowledges and agrees that we may trade for our own account or for others on the same markets and in the same products (including at different prices or using different strategies than those available via any BARX Service), which could affect the value or terms of Client's transactions.
- Provisions applicable to U.S. Institutional Investors: If Client is a "U.S. institutional investor" or "major U.S. institutional investor", as defined in Rule 15a-6 of the Securities Exchange Act of 1934, for certain transactions, Barclays Capital Inc. ("BCI") may act as agent for a foreign affiliate (a "15a-6 Transaction"). For a 15a-6 Transaction, BCI, a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC"), will be responsible as agent for (a) effecting the 15a-6 Transaction, (b) issuing all required confirmations and statements to Client for the 15a-6 Transaction, (c) keeping books and records for the 15a-6 Transaction as required by rule 15a-6 and (d) providing custody of customer's securities as required pursuant to Rule 15a-6. To the extent permitted by law, transfer of funds and securities in connection with a15a-6 Transaction shall be directly between Client and the non-U.S. Barclays Affiliate engaging in the applicable transaction (or their respective agents or custodians) and BCI, as agent, will not be responsible for receiving and delivering funds for the 15a-6 Transaction.
- Confidentiality & Data Protection: Without the other party's consent, neither party shall disclose or use for any purpose, except as contemplated under these Terms or the relevant product agreement (e.g. ISDA) or the Terms of Business, any information disclosed to it by the disclosing party in connection with a BARX Service, except to the extent that such information is: (i) already available in the public domain, other than as a result of a breach of these Terms; (ii) already known to the receiving party (free from any obligation to keep it confidential) at the time of disclosure; (iii) required to be disclosed under Applicable Regulations or court order; or (iv) requested by a Regulator. Notwithstanding the foregoing, we may disclose information to the Third Party Platform providers, our agents and suppliers (provided that they are subject to confidentiality obligations). We, the Third Party Platform providers and our suppliers and agents may store and use the contact details of Authorised Users and the Security Administrator in countries worldwide (including countries outside the EU and EEA). Client will not rely on Barclays to comply with Client's record keeping and registration obligations (except that Barclays' records may be made available to Client on reasonable request). E-mail, chat and instant messaging features may be provided to Client as a convenience to enhance Client's communications with Barclays. Client will use these features in compliance with Applicable Regulations, and Client will not use them for any BARX Service to transmit inappropriate information, including information that may be deemed obscene, offensive, libelous, harassing, fraudulent or slanderous. Barclays is not responsible for any transactions that Client may attempt to enter into, or Instructions that Client may attempt to give by means of the BARX Services. The BARX Services and all information on or relating to the BARX Services are proprietary and confidential to Barclays and its suppliers including Third Party Platform providers. Except as required by Applicable Regulations, Client and its employees will hold the BARX Services and all such information in strict confidence and not disclose them to third parties or use them for any purpose not contemplated by these Terms or Third Party Platform terms, as applicable.
- Notices: In accepting these terms, Client agrees to the provision of notices (including acknowledgments, confirmations, statements and communications required under Applicable Regulations) by e-mail and other electronic means as permitted under Applicable Regulations and such electronically delivered documents shall be deemed to be "in writing". Client may revoke this consent by written notice to us, but Client's access to a BARX Service may then be terminated in our sole discretion. Except as otherwise expressly provided herein, all notices permitted or required under these Terms shall be in writing and shall be by any of the following means: personal delivery, courier service, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of: (a) actual receipt, (b) one (1) day after deposit with the courier service; (c) receipt by sender of confirmation of electronic transmission; or (d) five (5) days after deposit in the mail. Notices shall be sent to the addresses of each party or such other address as each party may specify in writing.
- Amendments: We may amend these Terms upon ten (10) or more days' written notice to Client (or immediately if a change is required under Applicable Regulations or made generally by us with respect to our other clients that access and use BARX Services).
- Third party rights: A person who is not a party to these Terms shall have no rights to enforce any of the provisions of these Terms, except in the case of Barclays and its Related Parties, and their respective suppliers and agents. No other third party has rights under these Terms. Notwithstanding anything in these Terms, the consent of any person who is not a party to these Terms is not required to vary, enforce or terminate these Terms or any of its provisions or to assign or transfer obligations or to grant any waiver under or in connection with these Terms at any time.
- Further assurances: Client shall cooperate with any reasonable request we may make to give full effect to these Terms and any Instruction and to protect our and Related Parties' rights in the BARX Services. Client shall cooperate with any reasonable request Barclays may make in order to respond to any inquiries made by any third party service provider, Third Party Platform provider or Regulator in connection with the BARX Services.
- Termination: These Terms are effective until terminated by either party upon written notice to the other. We may suspend, limit, change the nature, composition or availability of, or terminate Client's or any Authorised User's access to all or part of any BARX Service at any time (with or without cause or notice).
- Governing law and jurisdiction: These Terms and any disputes, proceedings or non-contractual obligation arising out of or in relation to these Terms and the subject matter of these Terms, including the determination of the scope or validity of this paragraph, are governed by and construed in accordance with the laws of England without reference to the choice of law doctrine and Client hereby irrevocably submits to the exclusive jurisdiction of the courts of England for all disputes, proceedings and any non-contractual obligation arising out of or relating to these Terms, unless: (a) Client is organised under the laws of or located in the United States of America or Canada, in which case, these Terms and any disputes, proceedings or non-contractual obligation arising out of or in relation to these Terms shall be governed by New York law and Client hereby submits to the exclusive jurisdiction of the federal and state courts of New York, except if arbitration is requested by Client under the FINRA Rules or as required by Applicable Regulations and CLIENT HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY; or (b) Client is organised under the laws of or located in the United Arab Emirates as applied in the Emirate of Dubai, in which case, these Terms shall be governed by the laws as applied in the Emirate of Dubai and each party submits to the non-exclusive jurisdiction of the courts of the Emirate of Dubai; or (c) Client is organised under the laws of or located in any jurisdiction outside of the United States of America, Canada, the European Union, Norway, Switzerland, Iceland or the United Arab Emirates, in which case, these Terms and any non-contractual obligation arising out of or in relation to these Terms shall be governed by the laws of England and any dispute shall be referred to and finally resolved under the Rules of the London Court of International Arbitration (the "LCIA"), which Rules are deemed to be incorporated by reference into this paragraph, save that no requirements of the Rules as to the arbitrators' nationality shall apply. The parties hereby expressly agree that any dispute which arises out of or in connection with these Terms will necessarily require resolution as a matter of exceptional urgency. There shall be one arbitrator, to be appointed by the LCIA. The chosen arbitrator shall be a practising English lawyer. The seat of arbitration shall be London, England and all hearings shall take place in London, England. The arbitration proceedings shall be conducted in the English language and the award shall be in English. The arbitrator shall state the reasons for his/her decision in writing and shall make such decision entirely on the basis of substantive law and not on the basis of the principle of ex aequo et bono or otherwise. With respect to all of this paragraph 27, we may bring proceedings in other jurisdictions. Each party irrevocably waives, to the fullest extent permitted by Applicable Regulations, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (a) suit, (b) jurisdiction of any court, (c) relief by way of injunction or order for specific performance or recovery of property, (d) attachment of its assets (whether before or after the judgment) and (e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably agrees, to the fullest extent permitted by Applicable Regulations, that it will not plead or claim any such immunity in respect of any proceedings brought by or on behalf of any party arising out of or related to these Terms or the subject matter of these Terms.
- Miscellaneous. These Terms (and the User Guidelines) are the parties' entire agreement and supersede all previous agreements in relation to the Proprietary BARX Services covered by these Terms. If there is a conflict between these Terms on the one hand, and the terms of a product-specific agreement, the Terms of Business and/or Third Party Platform terms on the other hand, these Terms will prevail regarding the BARX Services (and the conclusion of a transaction using a BARX Services) and the product specific agreement, and/or the Terms of Business (together with the Instructions received by us through a BARX Service) will regulate the commercial terms of the transaction. For some BARX Services, exchange or trading system rules may also apply. Electronic acceptance of these Terms by Client shall have the same force and effect as and be deemed an original signature on an original executed document. Neither party may assign these Terms without the other party's written consent, and any assignment in breach of such restriction shall be void. However, we may assign these Terms to any of our Affiliates or to any entity which succeeds to all or substantially all of our assets and business. If any provision of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision in these Terms, or the legality, validity or enforceability in other jurisdictions of that or any other provision in these Terms. The following paragraphs of these Terms shall survive termination: 10-16, 21, 22, and 27-30. These Terms will remain in effect with respect to all transactions executed through a BARX Service, or through a Third Party Platform, that remain outstanding as of the effective date of termination and Client shall continue to be bound by all of its obligations and Barclays shall continue to be entitled to all of its rights under these Terms, notwithstanding such termination of these Terms with respect to all such outstanding transactions. Each party acknowledges that a breach of any provision of paragraph 10, 12 or 21 of these Terms will cause the other irreparable injury and damage. Therefore, injunctive relief may be sought in addition to any other rights and remedies which may be available to the party at law or in equity. These Terms can be executed in one or more counterparts, each of which will constitute an original and together shall constitute one instrument. These Terms are not intended to, and shall not be deemed to, create any partnership, joint venture, joint enterprise or business relationship between the parties hereto, or to authorize or empower any party to act on behalf of or obligate or bind another party.
- Interpretation: Headings are for ease of reference only. The word "includes" or "including" will be interpreted as if followed by the phrase "without limitation". Reference to statutes or statutory provision shall be construed to include references, amendments, re-enactments or modifications from time to time and shall also include any orders, regulations, instruments or other subordinate legislation at any time made under the relevant statute or statutory provision.
"Affiliate": any entity controlling, controlled directly or indirectly by, or under common control with, Barclays Bank PLC or Client, as the case may be.
"Applicable Regulations": any applicable laws, statutes, rules and regulations (including any rules, policies and practices of a relevant Regulator) as may be amended, modified, or re-enacted from time to time.
"Authorised User": the person(s) and/or system(s) for whom Client or any person acting on its behalf requests access to: (i) a Proprietary BARX Service, which request may be by e-mail, phone, in person or in writing and to which we provide such access or Logon(s), or to (ii) a Third Party Platform, in which case the Third Party Platform provider provides such access or Logon(s) directly to Client or any person acting on its behalf.
"Barclays"/ "we"/ "us"/"our": Barclays Bank PLC and its Affiliates, as applicable.
"BARX Data": any and all data created or submitted by Client in relation to a BARX Service.
"BARX Service": any electronic commerce, messaging or information service provided by or routing to Barclays (directly via the Proprietary BARX Services or via a Third Party Platform), whether or not branded BARX (including any trading, algorithmic calculation or trading, routing, clearing, settlement, matching, communications or reconciliation services).
"Client": the entity identified in the form above within the Terms or completed online, or with respect to a Third Party Platform, the entity requesting to trade, route, clear or settle orders via such Third Party Platform.
"Instruction": a message given or appearing to be given using a Client Logon and received by us in relation to any BARX Service.
"Logon": any PIN, digital certificate, password, authentication code or other data, connection or device that enables access to a BARX Service.
"Losses": liabilities, costs, fines, penalties, judgments, suits, actions, proceedings, claims, damages and expenses (including reasonable legal advisors' fees).
"Market Data": prices, market data, research, commentary, and other information that may be provided from time to time in connection with the BARX Services.
"Proprietary BARX Services": any BARX Service wholly owned and controlled by Barclays excluding in any event any services provided by a Third Party Platform.
"Regulator": any regulator, self-regulatory body, exchange, clearing house, alternative trading system, electronic communications network or similar entity to whose rules or regulations Barclays or Client is subject in respect of a BARX Service, including the U.S. Securities and Exchange Commission (SEC), the U.S. Commodity Futures Trading Commission (CFTC), the Financial Conduct Authority and the Prudential Regulation Authority, the Bank of England, the UAE Central Bank and the Dubai Financial Services Authority.
"Related Party": any Barclays director, officer, employee or agent, or any licensor of any part of any BARX Service.
"Security Administrator": the person appointed by Client to act as an administrative contact.
"Terms of Business": means the applicable general terms of business, including, if applicable, the Barclays Customer Agreement entered into between Client and us (as amended from time to time).
"Third Party Platform": any trading, algorithmic calculation or trading, routing, clearing, settlement, matching, communications or reconciliation services supplied to Client by a third party platform provider that enables Client to route orders to us (e.g., Bloomberg, Reuters or FXAll).
Barclays offers premier investment banking and corporate products and services to its clients through Barclays Bank PLC and is responsible for running and making available the BARX Services to clients under and in accordance with the BARX Terms. Barclays Bank PLC is the Barclays contracting entity for the purposes of these Terms. Barclays Bank PLC is a company registered in England 1026167. Registered office: 1 Churchill Place, London E14 5HP, England (tel +44 20 7773 0232; firstname.lastname@example.org). VAT registration no.: GB 243 8522 62 Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702) and a member of the London Stock Exchange. Barclays Bank PLC undertakes US securities business in the name of its wholly-owned subsidiary Barclays Capital Inc., a SIPC and FINRA member.