Terms & Conditions

 ORDER EXECUTION POLICY 

The Order execution policy takes into consideration three client categories, namely, retail clients, professional clients, and clients, eligible counterparties. 

The Order execution policy of the company regarding financial instruments focuses on the following: 

a) the achievement of the best possible results for clients, taking into consideration price, costs, speed and the likelihood of execution and settlement, size, nature of transaction or any other relevant order execution consideration;

b) prompt, fair and expeditious execution of client orders with respect to other client orders or to the company’s own orders;

c)  comparable execution of clients’ orders depends on their reception time by the company;

d) the observance of ethics and conduct standards in the relationship with clients;

e) informing the client with respect to market conditions as well as other issuer-related information;

The Order execution policy can be different, depending on the category the client belongs to. In case of retail clients the price and other costs can be decisive argument, as compared to professional clients, for which of higher importance may be the volume and nature of transaction, liquidity at the trading venue. 

As an exception, from the provisions mentioned above, transactions based on clients’ clear and specific instructions are executed as such. In the event that the client sends a specific instruction, Blue Rock Financial Services has the obligation to execute the order according to that instruction. 

Client orders take precedence over the orders of the relevant persons and the orders on the company’s own account, provided that market conditions allow for their execution, under the same time and price conditions. Blue Rock Financial Services is responsible for the manner in which orders are executed in compliance with the regulations in force. A refusal to execute an order, along with its motivation, shall be communicated to the client forthwith. 

Concerning a client’s limit order in respect of the shares admitted to trading on a regulated market and which may not be executed immediately under the existing current market conditions, Blue Rock Financial Services shall, unless otherwise expressly stated by the client, take all necessary measures in order to facilitate the execution of that order in the most expeditious manner possible, making public the limit order in a way that is easily accessible to the other market participants by using the regulated market system, the alternative trading system or any other supervised system and ensuring the publicity, accessibility and quick execution of the order. 

If there is a conflict of interests, the company is obligated to clearly notify each client concerning the nature and source of the conflict of interests prior to the provision of financial investment services on its behalf. Client information shall comprise enough details, taking into consideration the type of client, in order to allow such client to make a decision with full knowledge of the case regarding the investment or related services in respect of which there is a conflict of interests. 

In the case of client order execution, Blue Rock Financial Services has the following obligations: 

a) to make sure that the orders executed on behalf of the clients are promptly and accurately registered and allocated;

b) to execute comparable client orders promptly and successively, unless the order features or the prevailing market conditions make it unfeasible or the client interests otherwise require;

c) to inform the retail client of any important situation that might affect the prompt execution of orders, as soon as it becomes aware of such situation;

d) to warn the client if it considers that the financial instrument does not fit the investment profile established by the company based on the information received from the client.

Blue Rock Financial Services may execute a client order or a transaction on own account together with another client’s order, only if the following conditions are fulfilled: 

a) there has to be little likelihood that order and transaction aggregation is to the disadvantage of any of the clients whose orders are to be aggregated;

b) each client whose order is to be aggregated has to be informed that aggregation might prove to its disadvantage in what concerns the respective order;

c) an order allocation policy has to be set and actually implemented, stipulating sufficiently precise terms for an accurate allocation of the aggregated orders and transactions, including the manner in which the size and price of the orders shall determine the allocation and treatment of the partial execution.

Client orders may be totally executed by means of one or several transactions, or partially, depending on the concrete market conditions available at the respective time (demand and supply) as well as on the liquidity of the respective issuer. A client order may be executed at different prices, according to the type of the order. The company may suspend the acceptance of orders if the access to the trading system is suspended. The client may cancel or change an order, provided that the order was not executed until the time when the change was entered into the trading system. 

In the relationship with the clients, the financial investment service agents that receive the trading orders shall introduce the clients to the facilities and terms of the orders and shall provide them with accurate information concerning the reference price of the current session, the current price, as well as the maximum and minimum prices admitted in the trading sessions. 

If transactions are executed for clients whose cash and securities are deposited with a custodian bank, they shall observe the specific procedure provided by the Bucharest Stock Exchange Code concerning the carrying out of transactions by settlement though an agent/custodian bank. The general rule consists in the receipt of the order settlement confirmation upon receipt of the order and not the receipt of the transaction settlement confirmation after the transaction has been operated in the system, so as to avoid the risk of a failed or deferred settlement in the system. Furthermore, an order shall not be accepted for execution if by that order the company would exceed the limit imposed by the requirements of capital/own funds adequacy, in the event that settlement is refused by the agent/custodian bank and a special buy-in transaction would be appropriate or required. 

The trading order comprises the information provided by the legal regulations in force. If the order does not comprise all of the information included in the order form, the agent may refuse to accept it. The transaction confirmation includes all the information provided by the legal regulations in force. 

Blue Rock Financial Services shall notify its clients with respect to any order execution change or any amendment of its order execution policy.

Policy Regarding Conflicts of Interest

 in order to prevent the apparition of conflicts of interests and to respect the confidentiality of the information obtained while providing various services, S.S.I.F. Blue Rock Financial Services S.A. identifies the conflict of interest situations and manages them according to its own policy and internal procedures, so that its customer’s interests are not affected.

Nevertheless, situations where conflicts of interests might appear between the Intermediary, relevant persons and a customer or between two customers, situations where the conflicts of interests cannot be avoided or managed according to internal independent policy. In this case, the Intermediary does not have to provide financial investment services as a counter party of the customer, or in the name of the customer to which it is, directly or indirectly, in a conflict of interests, taking into consideration including the interest which derive from transactions within the group he belongs to, unless it previously disclosed to the customer the nature and depth of  the
interest, in either written form or via telephone and only in the situation the customer agreed to close a transaction under the conditions presented. Customer information and his agreement have to be recorded by the company, included on magnetic support, if the communication is performed telephonically.

Any additional information regarding .S.I.F. Blue Rock Financial Services S.A. conflict interest policy will be made available to customers, any time, at its request on a durable media.

Implication Policy

S.S.I.F. Blue Rock Financial Services does not exercise voting rights or any other rights regarding shares held in the portfolios of its clients and will not utilize any counsel voting rights. Both clients who manage their portfolios individually and clients who have discretionary accounts managed by S.S.I.F. Blue Rock Financial Services will represent and exercise all their rights individually.

Protection of Customers Assets

 S.S.I.F Blue Rock Financial Services S.A. holds a separate record of the activity performed on customer’s behalf and on his own. The funds and financial instruments held in the name of each client are separately recorded by the ones which are held by the company in its own name and separately by other customers.

Customers who have not updated their personal data through the documentation provided by SSIF Blue Rock Financial Services S.A. or they could not be contacted and had in custody S.S.I.F. Blue Rock Financial Services S.A. money funds and / or financial instruments are informed that the financial instruments have been transferred in section I of the Central Depository, and the money funds transferred to an “escrow” type account opened at the Romanian Commercial Bank. For any further information you can contact SSIF Blue Rock Financial Services S.A., the Central Depository or the Romanian Commercial Bank.

Financial instruments of S.S.I.F. clients. Blue Rock Financial Services S.A in custody at other intermediaries/depositories are identified separately from the financial instruments that belong to S.S.I.F. and financial instruments belonging to that third party, through differently titled accounts in the third party’s books.

S.S.I.F. Blue Rock Financial Services S.A. it is treated by other intermediaries as a professional client and does not benefit from the protection that a retail client normally has.

To minimize the risk of loss or diminution of the value of clients’ assets or the rights related to those assets, S.S.I.F. Blue Rock Financial Services S.A. has concluded contracts with intermediaries that comply with European legislation regarding the protection of financial instruments and client funds.

Investors Compensation Fund

investor’s Compensation Fund has as its exclusive main activity the collection of member’s contribution and compensation of the investor’s debts originating from the incapacity of a member to return the funds and/or financial instruments owned or belonging to investors, which are held and/or managed on their behalf while providing financial investment services, within the established thresholds. 

The compensation is provided by the Fund for the customers of a credit institution, member of the Fund, only for cash funds and financial instruments entrusted on the base of a financial investment services agreement. 

The Fund will compensate equally and without discrimination the investors within the limit of a maximum threshold representing the RON equivalent of 20.000EUR starting 1st of January 2012. 

The RON equivalent of the compensation threshold is calculated to the NBR’s reference rate from the date when the situations mentioned at paragraph 47 from Law No. 297/2004 regarding capital market. 

Information regarding Investors Compensation Fund you can find at: http://www.fond-fci.ro/en/ 

SAL FIN

In accordance with FSA  Regulation no. 4/2016 on the organization and functioning of the Alternative Dispute Resolution Entity in the financial non-banking (SAL-FIN) and GO no. 38/2015 on alternative dispute resolution between consumers and traders, we  inform our customers about their  right to appeal to alternative dispute resolution. 

Customers can address these cases to SAL-Fin – ADR entity in the financial non-banking institutions, whose  contacts and additional information can be found at: http://www.salfin.ro

Trading

The purchase or sell order is personally served at the registered premises or by phone, the call being recorded for enforceability purposes, or by electronic mail or facsimile, provided that the client’s written consent has been procured in respect of such means of communication. 

Transaction settlement occurs within 2 business days from the transaction date The settlement date is the time when the securities are exchanged for money. As concerns the transactions on foreign markets the transaction settlement period is stipulated under the relevant rules of the respective market.

The payment of the equivalent value of the sold securities is made by bank transfer, within maximum 5 business days from transaction date. Most of the time, the client wants to keep the amount of money resulting from the sale of securities for future reinvestments, in the clients’ account of the company. If the client wants to take the amount of money held in its investment account into possession, a request shall be addressed to the company in this respect.

THE NATURE, FREQUENCY AND REPORTING PERIOD IN RESPECT TO SERVICES DELIVERED

Blue Rock Financial Services S.A. shall send the Client a confirmation of trading order execution as soon as possible but not later than the first business day following its execution, concerning the transactions carried out on the Romanian regulated market or ATS, or not later than the first business day following receipt of the transaction confirmation from the broker executing the transaction, concerning the transactions carried out on foreign capital markets. If the Client uses the services of a custodian, the Broker shall send a transaction confirmation both to the Client and to the custodian. 

Furthermore, the Client receives information regarding the portfolio of financial instruments and the available funds in the account by means of a reporting form made up of an account statement and an account position (Client’s portfolio and the available funds in Client’s account). 

The notice is made by any means of communication available to the parties, as per the agreement between the parties. Any notice, confirmation of transaction, transmission of account statement, securities or cash balance is deemed to have been completed at the time of its communication, either by an acknowledgment of receipt (signature) given at the premises or by the handing-in of a receipt in the case of letters with a return receipt requested, or at the moment of its transmission in case of facsimile transmissions,  e-mail or when information is made available in case of trade via internet.  

The Broker shall make available to the Client, upon the latter’s request and expense, all other relevant documents regarding the delivering of services, according to the contract to be concluded between the two parties.

CUSTOMER COMMUNICATION METHODS

The Client may communicate with the financial investment services agents at the company’s headquarter located in Bucharest, and at its agency from Brasov. The Client may communicate with authorized agents through distance communication means: telephone, case in which the conversation will be recorded, if it refers to providing an order or an instruction or through e-mail or facsimile, only if the customer has previously agreed to use such means of communication.

For each customer, the concrete mean of communication, from the Client and from the investment firm regarding the transmission of orders and instructions, as well as the confirmations, reports and other requests transmission will be specified in the Account Opening Form.

The communications in the relation between client and S.S.I.F. Blue Rock Financial Services S.A., including transmission and receipt of clients’ orders and instructions, can be performed, depending on client’s choice, both in Romanian and English.

FATCA INFORMATION

Based on Article 62 of the Law no.207 / 2015 regarding the Fiscal Procedure Code, financial institutions are required to declare their annual taxation to A.N.A.F. financial information relating to accounts opened and / or closed by taxpayer residents of states with which Romania is committed to international law which propagates the fair exchange of financial information

Consider the following legal effects:

– Law no.70 / 2016 on the ratification of the competent authorities for multilateral automatic exchange of information on financial accounts, signed in Berlin on 29 October 2014 published in the Official Gazette of Romania, Part I, no. 328 of April 28, 2016

– The agreement between Romania and the United States to improve international tax compliance and to implement FATCA, signed in Bucharest on May 28, 2015 ratified by Law no. 233/2015 published in the Official Gazette of Romania, Part I, no. 808 bis of 30 October 2015

We inform you of the following:

– If you are resident taxpayer of a state with which Romania has pledged to change the financial information, you need to know the financial information of the accounts opened and / or closed in Romania. Below you may find a list of the information
needed: 

– name, address and TIN of the account holder and, where appropriate, of each beneficial owner (for foreign entities who the real beneficiary of a US citizen or resident);

– the total revenue generated by the assets held in the account, paid or credited during the calendar year.

This information obtained by tax authorities within A.N.A.F.  is used only in order to exchange information on taxpayers and residents of the states concerned to improve international tax compliance with the provisions of Article 11 of the Tax Procedure Code on tax secrecy.

The first report should be created until the August 31, 2016 as Minister of Finance no. 1939 of 18 August 2016 published in the Official Gazette of Romania, Part I, no. 648 of August 24, 2016 and Law no. 207/2015 regarding the Fiscal Procedure Code.

CRS Information

Mandatory exchange of information in the common reporting standard (CRS)

CRS – Common Reporting Standard is a global standard for the exchange of information, issued by the Economic Co-operation and Development (OCDE) and brought into force by Directive CE / 2014/107/EU. This standard has been implemented in local legislation through fiscal procedure guidelines. CRS requirements apply to non-resident clients (individuals or legal entities controlled by non-residents) holding investments accounts opened with the S.S.I.F. The CRS requirements have been in force as of 1’st January 2016. The ways which clients are deemed reportable or not to A.N.A.F are as follows for individuals:

– The current address (domicile, residence or postal) is in another member state, other than Romania.

– Place of birth is in a different member state, other than Romania.

– One or more phone numbers are in a different member state other than Romania.

– A mandate or power of attorney provided comes from a member state other than Romania.

– Permanent instructions (on financial accounts other than deposit accounts) to transfer funds to an account managed in a member state

For companies:

– Residence in a member state other than Romania (place of registration, establishment or other address in a member state – correspondence address or place of work).

– The person / persons identified as ultimate beneficial owners of the company meet one of the above mentioned points.

Information required to be reported to A.N.A.F:

– Name, address, residence, fiscal identification numbers such as date and place of birth

– Personal account numbers

– Balance or the value of the account at the end of the relevant calendar year or the period of activity reported at that time (as is the case for accounts which have been closed)

– The total gross amount of dividends and the total gross amount of other income generated in connection with the assets held in the account, in each case paid or credited to the respective account, or in connection with the respective account during the calendar year or other appropriate reporting period.

– Total gross receivables from the sale or redemption of Financial Assets paid or credited to the account during the calendar year or other appropriate reporting period in connection with which the S.S.I.F. acted as custodian, broker, representative or any other agent of the account holder in all cases the above mentioned information will be expressed in the currency in which each sum is represented (separately).

– The balance/value of an account in the last day in a reporting period.

– Reporting the information to A.N.A.F. is done annually, according to the provisions of the Fiscal Procedure Code. for more information on CRS, please visit the OECD website (http://www.oecd.org/tax/automatic-exchange/common-reporting-standard/) or contact your local tax authorities. The complete list of participating states can be found here: 

http://www.oecd.org/ctp/exchange-of-tax-information/MCAA-Signatories.pdf 

http : //www.oecd.org/tax/automatic-exchange/crs-implementation-and-assistance/crs-byjurisdiction/#d.en.345489.

You will find more details by visiting the links below:

http://www.mfinante.ro/acordfatca.html?pagina=domenii

http://www.irs.gov/Businesses/Corporations/Foreign-Account-Tax-Compliance-Act-FATCA

http://www.treasury.gov/resource-center/tax-policy/treaties/Pages/FATCA.aspx  

Definitions And Abbreviations

F.S.A. means the Financial Surveillance Authority;

S.S.I.F. means a Financial Investment Services Company authorized by the National Securities Commission;

Financial Investment Services means the main and the ancillary services that may be provided by S.S.I.F. under the law and the F.S.A. regulations, as a broker authorized by the F.S.A.

“Beneficial owner” represents the natural person who eventually owns or controls the client and/or the natural person on whose name or behalf a transaction or an operation is performed, directly or indirectly.

The notion of beneficial ownership shall include at least:

a) with respect to companies: the natural person or persons eventually owning or controlling a legal entity by owning, directly or indirectly, the entire block of shares or a sufficient number of the shares or voting rights to ensure their control, including bearer shares, where the owned or controlled legal entity is not a commercial company whose shares are traded on a regulated market and which is subject to publicity requirements in agreement with those regulated by European law or with internationally set standards. Such criterion is deemed to be met upon an ownership of at least 25% of the shares plus one share; the natural person or persons who exercise control in any other way over the administrative or management bodies of a legal person;

b) with respect to legal entities other than those provided under letter a) or to other entities or legal arrangements that manage and distribute funds:  the natural person who is the beneficiary of at least 25% of the assets of a legal person or entity or legal arrangement, provided that the future beneficiaries have already been identified;  the group of persons in whose main interest a legal person or entity or legal arrangement is created or operates, provide that the natural persons that are the beneficiaries of the legal person or legal entity have not been identified yet; the natural person or persons who exercise control over at least 25% of the assets belonging to a legal person or entity or legal arrangement.

“Contract”
refers to this Contract, together with its annexes and subsequent addenda, as well as to other terms and conditions agreed between the CLIENT and the BROKER in writing in respect of this contract;

“Client Account” 

– the account opened with the Broker on behalf of the Client, evidencing the holdings and the operations with financial instruments and cash operations thereof;

“Securities”:

Classes of Securities that can be traded on capital markets, except for payment instruments, scuh as:

a) shares issued by commercial companies and other equivalent securities, negotiated on the capital market;

b) bonds and other debt securities, including treasury bills with a maturity longer than 12 months, negotiable on the capital market;

c) any other currently negotiated titles conferring the right of purchase with respect to those securities by subscription or exchange, resulting in a cash settlement, except for payment instruments;

“Order” 
the instruction to purchase or sell a certain financial instrument;

“Instructions”
– represents all the instructions received by SSIF from the CLIENT, directly or through its attorney in fact;

“Financial Instruments”

– Represents instruments as covered by annex nr.1 section C through law nr. 126/2018

“Derivative Financial Instruments”

– Derivatives are financial instruments as defined in art. 2 line (1) pct. 30 of the EU regulation nr. 600/2014

– Derivatives contracts referring to products enumerated in art. 1 and in annex nr.1 parts I-XX and XXIV/1 in EU regulation nr. 1.308/2013 of the European Parliament and in the European Council on December 17 2013 regarding the common market of capital markets and the removal of past (CEE) regulations nr. 922/72, (CEE) nr. 234/79, (CE) nr. 1.037/2001 and (CE) nr. 1.234/2007 of the Council, officially published by the European Union through series L, nr. 347/671 in December 20, 2017, commonly known as Regulation nr. 1.308/2013.

“Central Depository”

– an institution that provides services related to the depositing, registration, clearing and settlement of the transactions in financial instruments on the spot market, as well as any operations in respect thereof, as defined by art. 2 line (1) point. 1 from the EU regulation nr. 909/2014 of the European Union and Commission as at 23 July 2014 for the improvement of securities settlement within the European Union and the harmonizing of custody and modifications to the directive 98/26/CE and 2014/65/UE and UE regulation nr. 236/2012, with the following modifications of the European Union published as series L. nr. 256/1 from 28 August 2014, named as UE regulation nr. 909/2014.

“Clearing House” 

is an institution that provides participant risk management and also keeps a record of and provides daily clearing services, marking to market, settlement of the transactions in derivative financial instruments and liquidation of the open positions upon maturity.

“Transaction”
represents the execution by the broker, of transactions with financial instruments on the clients account and in the name of the intermediary and/or client, on a regulated  market, or outside a regulated market, or on an alternative trading system, in Romania or abroad.

“Qualified Investors”:

Individuals who as per F.S.A regulations:

a) Can be recognized as professional clients 

b) Are treated by request as professional clients or are recognized as eligible counterparties, unless they have specifically requested to not be treated as professional clients

“Professional clients”:

Professional client is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. The following categories of clients are considered professionals for all financial services and activities as per law 126/2018:

a) Entities which are required to be authorized or regulated to operate in the financial markets. 

b) Large undertakings meeting two of the following size requirements on a company basis:

– Balance sheet total: EUR 20.000.000

– Net turnover: EUR 40.000.000

– Own funds: EUR 2.000.000.

c) National and regional governments, including public bodies that manage public debt at national or regional level Central Banks, international and supranational institutions such as the World Bank, the IMF, the ECB, the EIB and other similar international organizations.

d) Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitization of assets or other financing transactions.

“Eligible counterparties”:

 are recognized as eligible counterparties investment firms, credit institutions, insurance companies, UCITS and their management companies, pension funds and their management companies, other financial institutions authorized and regulated in accordance with Union law. European or national law of another Member State, national governments and services / structures established under the national law of each state, including public bodies responsible for managing public debt at national level, central banks and supranational organizations.

“Close Ties”

EU regulation 596/2014

a) Husband/wife or significant either equal to a husband/wife that are in compliance with local legislation.

b) A child who is in care of another adult as per internal local legislation.

c) A family member who at the date of the transaction has taken residence for at least one year with the individual executing the transaction.

d) A legal entity, trust, partnership whose responsibilities are exercised by a person exercising management responsibilities or by a person referred to in point a), b) or c), who is directly or indirectly controlled by this person, which is shown to benefit the respective person whose economic interests are substantially equivalent to those of the respective person.

“Involved persons”:

a) persons who control or are controlled by an issuer or are under common control;

b) persons who participate, directly or indirectly, in the conclusion of certain agreements with a view to obtaining or exercising voting rights in common, if the shares subject matter of the agreement may confer a controlling position;

c) natural persons within the issuer company, assigned with management or control functions;

d) spouses, relatives and allied relatives up to the second degree of the natural persons mentioned
under letters a) – c);

e) persons who may appoint most of the board members within an issuer.

“Persons acting in concert” 

Individuals or entities who cooperate based on an accord either it be formal or informal, verbal or written to enact common policies in regards to an issuer, until evidence shows otherwise the following individuals are presumed to act in collusion:

a) Persons who are controlled by other individuals within within the same entity as well as persons who would be controlled by each other (board members, etc)

b) The parent company together with its subsidiaries, any of the subsidiaries of the same parent company between each other, as well as any individual or any legal entity that is in a relationship similar to that between a parent company and a branch. Any subsidiary of a subsidiary is considered a subsidiary of the parent company.

c) A company with its members of the board of directors  supervisory board, who the members have management of control attributes within it and with the controlling persons, as well as the individuals between them.

d) The collective investment undertaking with the investment management company and with the parent company, as well as the collective investment undertakings managed by the same management company between them.

e) Person funds with a management company who manages these funds and with any mother company if it may exist.

“Parent company” 

A company who controls one or more branches.

“Publically exposed persons” 

Are natural persons who hold or have held important positions related to the public.

a) Heads of state, heads of government, ministers and deputy ministers or secretaries of state.

b)  Members of parliament or any other similar governmental body.

c) Members of the governing bodies of political parties.

d) Members of the supreme courts, of the constitutional courts or other high-level courts whose decisions can be appealed only be extraordinary means

e) Members of governing bodies of the central bank councils.

f) Ambassadors who have been tasked with business and superior officers within the army.

g) Members of the board of directors and of the supervisory board and persons holding management positions of companies where the main client is the state or state owned companies

h) Directors, deputy directors and members of the board of directors or members of the governing bodies of an international organization.

None of the above mentioned categories include individuals who occupy intermediary positions or inferior ones.

The direct members belonging to the family of the publicly exposed person are:

a) Significant other of the person publicly exposed.

b) Children of the publicly exposed individual or individuals whose children are in close relations with the publicly exposed

c) parents.

Individuals known as close associates of publicly exposed individuals.

a) Natural persons known as the beneficial owner of a company, of an entity without a legal personality  or any other similar structures along with any other of the natural persons provided in Art. 3 par (2) of law 129/2019 or having any other close business relation with any such person.

b) Natural persons who are the real beneficiaries of a legal person, of an entity without a legal personality or a legal framework similar to them, known as being established for the de facto benefit of one of the persons provided in Art. 3. par (2) of law 129/2019.

If differences in terminology appear, please refer to the Romanian version