Welcome to BARX. Please read these BARX User Guidelines, which contain important information relating to your usage of BARX Services. These BARX User Guidelines are intended to supplement the BARX Terms.
Where to Get Help in relation to Proprietary BARX Services
If you have any problems or questions on technical issues relating to a Proprietary BARX Service, please contact us using the relevant numbers here.
Telephone support is generally available twenty-four (24) hours a day on business days.
Any capitalised terms in the BARX User Guidelines are defined as set out in paragraph 30 of the BARX Terms.
Your firm should provide Barclays with the name of a central contact, the “Security Administrator” to act as a point of contact on administrative and other queries about your use of the Proprietary BARX Services. We will also need the names and contact details and domicile of people whom your firm wishes to use the BARX Service as “Authorised Users”. The Security Administrator or any Authorised User may notify us of changes to the list of Authorised Users.
For our Proprietary BARX Services, we will provide each Authorised User with a Logon, including sending them a password to allow them to access the Proprietary BARX Service.
Your firm is responsible for ensuring that only Authorised Users access and use the BARX Services from its systems.
We treat any Instructions appearing to come from a Logon as valid, therefore it is important that your firm notifies us in writing of any changes regarding Authorised Users, for example when a colleague leaves or changes role. If your firm wishes to terminate access for any given Authorised User from a Proprietary BARX Service, your firm may do so only by contacting a member of our Client Services Group by telephone (at the relevant number shown above in “Where to get Help in relation to Proprietary BARX Services”) advising us to disable access for such Logon. If your firm wishes to terminate access for any given Authorised User for any non-Proprietary BARX Service, please contact the Third Party Platform provider and us.
We will endeavour to respond to any request to disable access for any Authorised User or compromised Logon as soon as reasonably possible after receipt of such telephonic communication. We may deny access to a BARX Service by any Authorised User in our sole discretion.
Keeping You and Your System Secure
Your firm’s information technology systems (your “IT System”) must support your access to the BARX Services. We may ask your firm to run certain IT System tests, or to provide us with IT System information in connection with your use of the BARX Services.
You shall ensure that each Logon is only used by the relevant Authorised User and is kept secure and confidential. Do not share or record Logons.
You shall inform us immediately if any Logon has been lost, disclosed or compromised, or if you believe that any Logon has been used in an unauthorised manner.
We implement reasonable IT security measures, and we require that your firm do the same, including taking reasonable steps to:
- have firewalls and similar security measures in place;
- ensure physical security of its system (amongst other things, please ensure that Authorised Users of BARX Services lock their workstation when away from their desk);
- ensure that its IT System (to the extent it is connected to or might compromise any BARX Service) is and remains virus free;
- ensure that it has the fastest possible internet connection in order to minimise delays in communications and to assist stable data exchange.
We may send a digital certificate to each Authorised User’s computer for security and verification purposes. You may not alter that certificate or copy it, including to any other computer or communication device and you are solely responsible for safeguarding the security and confidentiality of any digital certificate sent to you and shall be responsible for its use. Your firm is responsible for any third party provider you or it uses in connection with your firm’s IT System or telecommunications.
If you have problems with your firm’s IT system, and such problems are reasonably likely to adversely affect any BARX Service you must inform us as soon as reasonably possible.
Limits on Using BARX Services
We have provided your firm with access to the BARX Services in order to enable you to trade with or through Barclays. Only Authorised Users may access the BARX Service. You may not pass on any pricing or other information from the BARX Services to other parts of your business, or access or allow access to the BARX Services for any reason other than using the BARX Services.
FIX and Black Boxes
Business conducted over any interface protocol, such as FIX (Financial Information Exchange) or any high speed or automated mass data entry system, (commonly called a “black box”) with any of the BARX Services shall be subject to Barclays’ rules of engagement we provide to you or to which we otherwise agree in writing. You need to carry out testing on any interface protocol before using it in a live environment, and you are responsible for any problems or failures.
We may offer you the use of algorithms which can be used to predetermine a trading strategy. You should ensure that the algorithm is appropriate for your firm’s or, as applicable, your client’s needs. The effectiveness of algorithms may depend on the validity of the assumptions underlying them. You may use algorithms only where allowed by Applicable Regulations. The output of any algorithm is not investment advice or a recommendation as to the suitability of any investment or proposed transaction through any BARX Service.
If you use any messaging service in connection with the BARX Services, remember that you may not use such messaging features to transmit inappropriate information, including information that is reasonably likely to be deemed obscene, libellous, harassing, slanderous, fraudulent, false or malicious.
Third Party Providers
Barclays uses third party providers in connection with the BARX Services. Sometimes we will inform you of rules or terms and conditions imposed by those third party providers and we require that you and your firm comply with them.
Sponsored access facilitates Clients’ direct market access to exchanges under Barclays’ name, membership or guarantee outside of Barclays’ information technology infrastructure. Any sponsored access is subject to Client entering into a separate sponsored access direct market access supplement with Barclays and sponsored access shall be governed by the BARX Terms and such supplement. If applicable, Clients using a BARX Service with sponsored access shall maintain its trading activity within the credit, product or other financial limits specified by us. Client shall maintain all technology permitting sponsored access in a physically secure manner and may not permit unauthorised individuals to use or obtain access to such technology.
Often we utilise the services of third party market data providers, whom we do not control and who do not offer assurances that the information is accurate. Accordingly, any information we display through the BARX Services is provided on an “as is” basis, and we cannot guarantee its accuracy or completeness. Additionally, it is only provided for use in connection with the BARX Services, and you shall not disclose that information to anyone else, or use it for any other purpose.
Where Client has entered into a transaction relating to a futures or options contract as a result of its activities pursuant to the BARX Terms on any day, such transaction shall result in the relevant Barclays entity either (i) clearing the transaction or the futures or options contract on the applicable exchange and/or clearing house on behalf of Client on such day, (ii) executing and then giving up the transaction or the futures or options contract to another broker and/or (iii) being deemed to have entered into (a) a futures or options contract (or a transaction relating thereto) on such day with the applicable exchange and/or clearing house and/or intermediary broker and (b) an equal and opposite transaction with Client, in the case of (i) and (ii) pursuant to the applicable Terms of Business, Customer Agreement or the Futures and Options Customer Account Agreement, as applicable and determined by Barclays in each case. For the purposes of this section: “Customer Agreement” shall mean any customer or brokerage agreement entered into between you and Barclays relating to futures and options contracts and “Futures and Options Customer Account Agreement” shall mean the agreement entered into between you and Barclays Capital Inc. governing any futures and options positions cleared by Barclays Capital Inc. on your behalf.
Proprietary BARX Services: Distribution by Client to Target Investors
Where the Client uses the Proprietary BARX Services to purchase securities on behalf of its target investors or with the intention of Distributing such securities to its target investors, Client represents and warrants to us in relation to such purchase and/or Distribution that:
- it has complied and will continue to comply with all Applicable Regulations in relation to anti-money-laundering, know-your-customer, anti-bribery and anti-corruption, anti-terrorist financing, financial sanctions and embargo programmes, including any restrictions applicable to designated or blocked persons;
- unless otherwise agreed with Barclays, (i) it understands that no action has been or will be taken in any jurisdiction by Barclays that would permit a public offering of any securities or require a prospectus or offering document to be filed with the relevant authorities with respect to the offering of the securities, and (ii) it has not taken and will not take any action in any jurisdiction that will constitute a public offering of securities or require a prospectus or offering document to be filed with the relevant authorities with respect to the distribution of the securities or possession or distribution of any offering documentation and/or marketing materials in relation to the securities;
- its actions and any Distribution (including in relation to any offers, sales, re-sales or deliveries of any securities or Distribution of any offering documentation and/or marketing materials) will comply with all Applicable Laws and will not impose any obligation on Barclays or its affiliates;
- it will ensure that marketing materials (regardless of who produces or provides the content for inclusion in such materials) are in a form which is suitable, appropriate and comprehensible to its target investors and in compliance with all Applicable Regulations, and Client shall continue to have full responsibility to its target investors for the content and suitability of the marketing materials;
- it will ensure that any statements in the marketing materials are true and accurate in all material respects and there are no omissions in any material respect;
- if Client uses Barclays’ logo or documentation as part of the marketing material (where Client has approval from Barclays to do so), Client will ensure that its target investors are aware that Barclays’ role is only that of the manufacturer of the transaction and not that of a co-distributor with the Client; and
- Client will (i) keep Barclays promptly informed of complaints or claims relating to such securities and (ii) promptly provide Barclays with information relating to the Distribution of the securities upon request; and
- Client will only accept or agree to pay fees in respect of the Distribution of the securities to the extent that such fee payment is permitted and, if such fee payment is permitted, is properly disclosed by the Client to the target investors, in each case in accordance with all applicable laws and regulations.
For the purposes of this section: “Distribution” means the introduction, offering, promotion, sale, placing or otherwise proposing, whether directly or indirectly, of the transactions in one or more Jurisdictions by Client to one or more of its target investors; and “Distribute” shall be construed accordingly.
United States Clients
If you are domiciled or incorporated in the United States, your use of the BARX Services must comply with all Applicable Regulations and with the policies and practices of securities and futures exchanges and clearing houses, alternative trading facilities, and self-regulatory organisations, including rules regarding short sales under U.S. securities laws (e.g. Securities and Exchange Commission Regulation SHO). Further, you must provide us with all terms and conditions relevant to your orders, designate any of your short sales as such and locate or enter into an arrangement to obtain and locate the borrow of shares prior to placing any short sale orders with us, all in accordance with applicable law. If you use any BARX Service to effect transactions in securities that your firm or your firm’s affiliates issued or, if your firm is a broker-dealer, investment manager or investment adviser and is acting on behalf of a customer, in securities which the customer or the customer’s affiliate issued, such transactions will comply with Applicable Regulations regarding transactions in securities by issuers and affiliates. Prior to entering an order, you will advise us of any legal restrictions on the transfer of any securities you sell (including, but not limited to Rule 144 or 145(d) under the Securities Act of 1933) and you will provide any necessary documents to us (including prospectuses or opinions) to satisfy all legal transfer requirements. Your firm is responsible for any delays, expenses and losses associated with compliance or failure to comply with any restrictions on the transfer of securities.
Treatment of Orders as Not Held
In relation to any order to be placed through the BARX Service in a US Equities Market, Client agrees that, unless otherwise agreed in writing, Barclays shall treat such orders as “Not Held” (meaning that Barclays will exercise discretion as to price and time) consistent with instructions communicated to Barclays by Client.
If you are domiciled or incorporated in India, your use of BARX must comply with all the applicable laws, rules, regulations, by-laws, circulars as are and/or may be prescribed and amended from time to time by the Indian regulators and the Indian stock exchanges.
If you intend to enter into Canadian trades, you must notify us and so that we can arrange for you to execute a separate Canadian Trading Supplement.
Transactions in South African Government Bonds and South African Corporate Bonds:
The counterparty and principal for all South African clients trading in South African Government Bonds and South African Corporate Bonds on BARX is Absa Bank Limited, 180 Commissioner Street, Johannesburg, 2001, Republic of South Africa. The counterparty for all non-South African clients trading in South African Government and South African Corporate Bonds on BARX is Barclays Bank PLC.
People’s Republic of China Trading
If Client is domiciled or incorporated in the People’s Republic of China (“PRC”), Client represents and warrants that it is permitted under the laws and regulations of the PRC, including but not limited to regulations of the State Administration for Foreign Exchange (and State-owned Asset Supervision and Administration Commission, if it is a PRC state-owned entity) to use the BARX Services. Client undertakes that (i) its use of any BARX Service and any transactions entered into is solely for the purposes of hedging its underlying assets or liabilities or in connection with a line of business and not for speculation, and (ii) it has taken all requisite corporate actions to authorise the execution and delivery of all documentation relating to its use of the BARX Services and such documentation shall constitute legal, valid and binding obligations which are enforceable against Client in accordance with its terms.
Japan Listed Product Applicable Rules
If Client is trading in Japan, Client represents and warrants to us that it fully understands the relevant provisions of the Financial Instruments and Exchange Law of Japan and related regulations made under them (hereinafter “FIEL”) and any other applicable or relevant laws and regulations, as well as the articles, business regulations and any other rules or guidelines of any stock exchanges in Japan, the Japan Securities Dealers Association and the Financial Futures Association of Japan (collectively, “ Japan Applicable Regulations”) and it agrees to observe the Applicable Regulations in Japan. Without in any way limiting the generality of the foregoing, Client further represents and warrants to us that it (a) fully understands the relevant provisions of (i) “Prohibition of Unfair Trading” as described in Article 157 of FIEL, (ii) “Prohibition of Spreading Rumours, Fraud, Violence and Intimidation” as described in Article 158 of FIEL, (iii) “Prohibition of Market Manipulation” as described in Article 159 of FIEL, (iv) “Prohibition of action in violation of so-called Restriction of Short Sales” described in Article 162, Paragraph 1 of FIEL, and (v) “Prohibition of so-called Insider Trading” described in Article 166 of FIEL, (b) that it is in compliance with the “Law Concerning the Punishment of Systemic Crimes and Regulation of Criminal Profits, etc.”, (c) that it will not place orders intended to create an artificial market in the relevant securities as prohibited by the Japan Applicable Regulations, and (d) that it will not place orders in securities which are excessively speculative or unusual in relation to price, quantity, timing or other usual terms as referred to in the Japan Applicable Regulations, as these provisions and articles may be amended or restated from time to time.
Client shall be solely responsible for providing us with all terms and conditions relevant to its orders, including designating its short sales as such and, as required by applicable law, borrowing of shares prior to placing any short sale order with us through the BARX Services. Client shall select or input a “Short Sell Flag” as provided for in the BARX Services when a short sell order is made in respect of securities (as approved by us). Client further undertakes that, prior to inputting each such order, it will have entered into an effective securities borrowing arrangement which will ensure that the securities in question will be available to it for delivery on the designated settlement date. Client will be deemed to repeat this undertaking on each occasion when such an order is placed and acknowledge that we have the right to request delivery of a copy of documentary evidence relating to the relevant securities borrowing transaction.
Hong Kong Stock Exchange Applicable Rules
If Client is trading in Hong Kong, Client represents and warrants to us that it fully understands and that it agrees to observe the relevant provisions of the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong) (the “SFO”) and the rules made thereunder, as well as any other applicable laws, regulations and any other rules, guidelines and customs, including the rules of the Hong Kong Exchanges and Clearing Limited (“HKEx”) and its clearing house. Without in any way limiting the generality of the foregoing, Client further represents and warrants to us that it fully understands the provisions of Parts XIII and XIV of the SFO in relation to insider dealing and market misconduct, and Client will not act in breach of such provisions.
Client shall be solely responsible for providing us with all terms and conditions relevant to its orders, including designating its short sales as such and, as required by applicable law, locating its borrow of shares prior to placing any short sale order with us through the BARX Services. Client acknowledges that applicable laws and regulations may prohibit us from executing short sale orders on its behalf. Client undertakes that, prior to inputting each short sale order, it will have entered into an effective securities borrowing arrangement which will ensure that the securities in question will be available to it for delivery on the designated settlement date. Client further undertakes to provide us, on each occasion when a short sale order is placed, with a confirmation that: (1) the order is a short sale order; (2) it has a presently exercisable and unconditional right to vest the securities to which the order relates in the purchaser of such securities; and (3) the securities are available to be borrowed by it for delivery on the designated settlement date. Client will be deemed to repeat these undertakings on each occasion when a short sale order is placed.
Without limiting the generality of the foregoing, in respect of each short sale order placed with us or our Affiliates, Client, by placing a short sale order, agrees and undertakes to us (and all of our Affiliates involved in the execution of the order, including Barclays and its relevant Affiliates) on a continuous basis (for Client and for any person for whom it is acting) that each time it enters into a short sale to be executed on or through the HKEx:
- Client will comply with all applicable short selling restrictions including those under the SFO and the HKEx;
- Client will have a presently exercisable and unconditional right to vest the securities to which the order relates in the purchaser of such securities;
- To the extent that Client will have borrowed the securities or obtained a confirmation from the lender that it has the securities available to lend, the lender will have the securities available to lend to Client;
- Client acknowledges and agrees to be bound by the “Client Identity Rules” described in Schedule 1 hereto; and
- To the extent that we allow Client to use the Financial Information Exchange (FIX) protocol or other mutually agreed upon electronic order placement system to place short sell orders it will in respect of each such order:
specify that the order is a short sell with the value '5' in the “Side” field (tag 54); and
shall either (i) enter into the “Locate Required” field (tag 114 in FIX) on the electronic order the initial “N” representing the word “No” or (ii) enter the words “Covered Short Sell” in a mutually agreed upon field which shall automatically and without any further act on your part constitute a confirmation from Client that in relation to such order: (i) it has a presently exercisable and unconditional right to vest the securities to which the order relates in the purchaser of such securities; (ii) to the extent that it has borrowed the securities or obtained a confirmation from the lender that it has the securities available to lend, the lender has the securities available to lend to Client; and (iii) it will not require us to locate, borrow or purchase the required quantity of securities for it. Client acknowledges that if it omits such words or initial, we will not proceed with the sale.
If the Client is trading in Korea, Client represents and warrants to us that it fully understands the relevant provisions of the Financial Investment Services and Capital Markets Act, as well as any other applicable laws, regulations and any other rules or guidelines of the Korea Exchange (KRX) and the Financial Supervisory Service (FSS), the Financial Services Commission (FSC) and / or any other Korean regulatory bodies and self-regulatory bodies. Client understands and acknowledges that for its trading in Korea, it shall ascertain the details of the relevant regulations and rules and bear any responsibility for its failure to do so.
Pursuant to the Real Name Transaction Act and the Foreign Exchange Transaction Law, Client consents to information regarding any Transaction being disclosed by us: (1) to any of our Affiliates for the purposes of facilitating any Transaction; and (2) to any court of competent jurisdiction, or any competent judicial, governmental or regulatory body, if we or any of our Affiliates is requested or required by any such court of competent jurisdiction, competent judicial, governmental or regulatory body or pursuant to any Applicable Regulation, to disclose such information. Client hereby waives any requirement under Applicable Regulations to provide it with notice of disclosure to our Affiliates in accordance with (1) above. However, subject to Applicable Regulations, we shall as soon as reasonably practicable provide Client with notice of disclosure following a request by any court of competent jurisdiction, any competent judicial, governmental or regulatory body.
Pursuant to the Financial Securities Service Guidelines on Cross-border Securities Transactions, we are required to set and maintain trading limits for Transactions executed through the BARX Services. Such trading limits are set by reference to an amount of available assets. Client represents and warrants that it shall at all times have sufficient assets available to it for the purposes of executing and settling Transactions through the BARX Services and that the amount of assets under management available to it from each of its Principals shall, prior to executing any Transaction through the BARX System, not exceed its trading limit as set by us.
Client acknowledges that pursuant to Korean regulatory requirements, we may reject Client's orders falling under any of the followings categories (and Client will ensure compliance with the following when placing its orders through our BARX System) where:
- Client's trading is or may be against Article 174 (Prohibition of Using Non-public Material Information), Article 176 (Prohibition of Market Manipulation) or Article 178 (Prohibition of Unfair Activities) of the Financial Investment Services and Capital Markets Act of Korea;
- it is manifestly expected that, given Client's trading/settlement history, the size of securities holdings and financial state and other relevant circumstances, Client will not settle the trade and thus we may not be able to settle the trade;
- it is apparent that Client has no true intent to trade in view of the following factors:
a. the number and the average trading volume of the listed financial investment products subject to the trading order;
b. share ownership distribution of the issuer of the shares at issue;
c. size of Client's deposited asset and mode of trading; and
d. ask and bid status at the time of the trading order;
- it is necessary for the public interest, the protection of investors or for maintaining an orderly market;
- Client fails to settle on a previous trading; or
- Client's order or trading purports to, results from or relates to a violation or circumvention of the applicable regulations, including without limitation, regulations relating to tax evasion and money laundering.
Client understands and acknowledges that for its short selling in Korea, it shall ascertain the details of the relevant regulations and rules and bear any responsibility for its failure to do so.
Whilst short selling is permissible, naked short selling is prohibited in Korea.
Client shall be solely responsible for providing us with all terms and conditions relevant to its orders, including designating its short sales as such and, as required by Applicable Regulations, borrowing of shares prior to placing any short sale order with us through the BARX Services. Prior to inputting each sale order, Client undertakes to provide us with a confirmation: (1) that the order is either a long sale or a borrowed short sale order and (2) in the case of a borrowed short sale, whether the order is covered and if so, the availability of stock.
Without limiting the generality of the foregoing, by placing a sale order with us or our Affiliates, Client further agrees and undertakes to us (and all of our Affiliates involved in the execution of the order, including Barclays and its relevant Affiliates) on a continuous basis that each time it enters into a short sale to be executed on or through the KRX:
- Client will observe and comply with all applicable short selling restrictions prescribed under the Applicable Regulations in Korea.
- To the extent that we allow Client to use the Financial Information Exchange (FIX) protocol or other mutually agreed upon electronic order placement system to place short sell orders, it will in respect of each such order:
a. specify that the order is (i) a long sale by marking the value of "2" in the "Side" field (tag 54), or (ii) a borrowed short sale by marking the value "5" in the "Side" field (tag 54); and
b. enter in the "Locate Required" field (tag 114 in FIX) on the electronic order the initial "N" indicating that it is a covered short sell, and this shall automatically and without any further act on your part constitute a confirmation from Client that in relation to such order:
i. it has a presently exercisable and unconditional right to vest the securities to which the order relates in the purchase of such securities;
ii. to the extent that it has borrowed the securities or obtained a confirmation from the lender that it has the securities available to lend, the lender has the securities available to lend to Client; and
iii. it will not require us to locate, borrow or purchase the required quantity of securities for it.
Client acknowledges that if it omits such words or initial, we will not proceed with the sale.
Client further acknowledges and understands that:
- An offer for a short sale of securities must be made at a price higher than the last traded price in the market unless the offer is part of an index arbitrage trade, an arbitrage trade between underlying stock and its options, an arbitrage trade between ordinary shares and its depositary receipt, a block or basket trade during the regular session, or a pre-trading hours or after-trading hours market trade. However, if the price of the securities in the market is rising (i.e. the last transacted price is higher than that of the preceding trade, or the last transacted price is at the daily limit high), the offer for the short sale may be made at the last transacted price.
- A breach of the applicable short sale regulations may result in administrative sanctions and an order of suspension of business.
- If Client is in breach of short sale regulations in the last 6 months period, we may notify KRX of such a breach and KRX shall share this information with the broker community in Korea. If Client places a short sale order after it is found to be in breach of the KRX short sale regulations, the Client will need to verify that the short sale order is “covered” by providing supporting documentation in advance, and we shall have the right to reject such order if Client fails to provide the relevant documentations to our satisfaction. The duration of such regulatory action shall be differentiated based on the transaction value and number of days affected by the breach of short selling regulations. Client who commits significant breach will be prohibited from placing new short sale order for 60 days.
For the purposes of this section, the term "short sale" shall mean a sale consummated by the delivery of borrowed securities.
If Client is trading in Taiwan, Client represents and warrants to us that it fully understands and that it agrees to observe the relevant provisions of the Taiwan Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals, Securities and Exchange Act, the Operational Guidelines for the Implementation of Direct Market Access by Securities Brokers and any other applicable laws, regulations and any other rules, guidelines and customs, including but not limited to the rules of the Taiwan Stock Exchange and GreTai Securities Market. The links to the rules of the Taiwan Markets (including market misconduct prohibitions) are attached below.
Client shall be solely responsible for providing us with all terms and conditions relevant to its orders, including designating its short sales as such and borrowing securities prior to placing any short sale order with us through the BARX Services. Client undertakes that prior to inputting each short sale order, it would have entered into an effective securities borrowing arrangement which will ensure that the securities in question will be available to it for delivery on the designated settlement date. Client further undertakes to provide us with information or documents that we require to verify Client's securities holding and its ability to settle the trade on settlement date, and authorises us to contact its custodian in this regard.
Client acknowledges and agrees that orders placed through the BARX Service may be delayed for us to ascertain whether Client is holding sufficient securities or whether Client has borrowed securities in order for such trade to be settled.
Barclays offers premier investment banking products and services to its clients through Barclays Bank PLC. Registered in England 1026167. Registered office: 1 Churchill Place, London E14 5HP, England (tel +44 20 7773 0232; email@example.com).
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.
©Barclays Bank PLC 2013.