DIE WIENER BÖRSE
Contents
1. case of a backup connection is the use of one J Trader platform via the Internet VPN connection The availability and functionality of leased ES may be limited or prevented in cases provided by the Rules when this is necessary to ensure the orderly operations of the regulated market In facilitating accessibility and functionality of leased ES LJSE commits to treat all members equally and under the same procedures or at least in a comparable manner given their technological solutions C 6 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members 14 7 14 8 14 9 14 10 14 11 14 12 a nee A aaa LJUBLJANSKA BORZA The manners and levels of use for ES as well as related continuity procedures are stipulated into more detail for each Client member in the minutes upon connectivity and thereafter upon each change of their connection to leased ES The performance of each ES is examined during the Client s technical connection and thereafter during periodic tests all of which is recorded in a minutes for each Client separately LJSE assumes no responsibility for the business continuity procedures that should be undertaken by the Client Minor interruptions are those where a particular Client or a smaller group of Clients experience inter rupted ES or inaccessible ES within the scope of the conditions and time frames from par 14 5 Ma jor interruptio2. electronic systems and provision of investment services related to trading which enables on line connectivity to the members back office systems TTR is an international information system facilitat ing trade reporting Both systems are registered trademarks of Wiener B rse Vienna which acts as a subcontractor of LJSE in providing services to LJSE members 3 3 LJSE is the services provider of the stock exchange information system BIS which includes the following ES for Lease access to LJSE communication network CN is a LJSE service offered locally which enables members to use LUSE ES through an MPLS network provided by an external provid er on the basis of an agreement entered into with LJSE and the member CN is the member s primary access to ES while secondary backup access to ES is enabled through ISDN technology and minimum access is through the Internet Xetra platform J Trader J Trader enables members to manage orders execute trades and access all real time market data closing price best ask and bid market depth trading volume and other statistical data through a user interface electronic interface Xetra VALUES API VALUES API stands for Virtual Access Link Using Exchange Services Application Programming Interface which enables members to ac cess all real time market data and manage orders and has a functionality comparable to platform J Trader The members software to access VALUES AP
3. terms and conditions and other documents Notwithstanding the above LJSE cannot in any event be held liable for potential damages incurred through the non functioning inaccurate works or delays in the works of ES provided it has enabled the Client alternate access to these services pursuant to the requirements stipulated by the execu tive regulation issued by the Securities Market Agency on the detailed organizational requirements for operating a stock market 16 Member s Liability 16 1 The Client is liable for potential direct damages suffered by LJSE under the LJSE ES Lease Agree ment if the Client its bodies employees contractors or other persons acting on its instructions have caused these through intent or gross negligence 17 Force Majeure 17 1 17 2 Neither LJSE not the Client are liable for any breach of the LJSE ES Lease Agreement when the inability to meet the Agreement or its provisions results from unexpected or unforeseen events known as force majeure or from acts of government bodies and holders of public powers which do not de pend on the Parties will or which arise from the nature of ES and which the Parties could not expect prevent or reject Force majeure stands for all those unexpected events and force of circumstance that prevent the implementation of contractual obligations and are recognized as force majeure by the court The Par ty that suffered force majeure is obliged to provide written noti
4. Gila gt nee A Saas LJUBLJANSKA BORZA 10 2 LJSE charges the fees from the previous paragraph at the end of each month for the current month In calculating the amount of the first monthly lease fee LUSE takes into account the number of work ing days in the current month in which the Client s Authorized Users had access to individual ES and invoices the Client for a proportionate amount 11 Reporting Malfunctions 11 1 The Client is obliged to inform LJSE its authorized officer of all disruptions related to the works of ES immediately upon discovery and by e mail to the address given in Chapter 13 4 hereunder LJSE may determine or prescribe a more detailed procedure of reporting disruptions After submitting such a report to LJSE the Client is obliged to follow LUSE s instructions 11 2 If the Client fails to comply with its reporting obligation from the previous paragraph of this Chapter LJSE will not be held liable for not eliminating errors in a timely and adequate manner nor will it be held liable for any other damage incurred on account of this omission 12 Elimination of Technical Errors 12 1 When a technical error related to a particular ES is reported correctly LJSE its authorized officer will make sure it is eliminated as soon as practicable This is under the condition that the error is related to the segment of the computer system operated by LJSE 12 2 When this is necessary in the course of eliminating th
5. I at LUSE must be provided by the member while the interface may only be used by users previously registered by the LJSE electronic interface CEESEG FIX CEESEG FIX stands for Financial Information eX change Protocol a direct connection between trading system Xetra and Clients electronic systems running on FIX protocol It enables members to access all real time market data and manage orders and has a functionality comparable to platform J Trader The members software to access CEESEG FIX at LJSE must be provided by the member trade reporting facility TTR is operated via J Trader and enables members to comply with their trade reporting obligations pursuant to Articles 22 and 28 of the MiFID with respect to trades in shares listed on European stock exchange markets access to historical market data BorzaNet is a LJSE service offered locally which en ables Clients to access historical and real time market data prices best ask and bid con cluded trades trading volume and other statistical data whereby members who file a special application are granted access to the history of their orders and trades access to platform J Trader via the LJSE terminal server is a service enabling access to J Trader using a standard communication protocol RDP Remote Desktop Protocol without requiring any major interventions into the configuration of the members networks implemen tation of Xetra specific network communicati
6. Ljubljana Stock Exchange Inc ae gt nee A ee ee LJUBLJANSKA BORZA General Terms and Conditions of Providing Electronic Services to Members 1 Preamble 1 1 1 2 The Ljubljana Stock Exchange Inc General Terms and Conditions of Providing Electronic Services to Members General Terms and Conditions stipulate the general terms of providing electronic ser vices ES leasing ES and charging for ES market data use responsibilities and copyright protec tion related to ES for members Aside from these General Terms and Conditions the manner and terms of providing services are further stipulated by the Ljubljana Stock Exchange Inc Electronic Services Lease Agreement LJSE ES Lease Agreement Ljubljana Stock Exchange Inc Rules and Ljubljana Stock Exchange Inc In structions 2 Definitions 2 1 The terms given below are used as follows in these General Terms and Conditions E ES are all Ljubljana Stock Exchange LJSE information services provided through the use of electronic media and computer hardware and software as well as all supporting services related to these information services E ES for Lease are those ES that can only be accessed after entering into a contractual rela tionship with LUSE E Public ES are those ES that can be accessed without entering into a contractual relationship with LUSE User is a natural or legal person who uses ES directly E Client is a natural or legal
7. ach other under the LJSE ES Lease Agreement confidential information about each other s firms which they need to provide and use ES such as data on con nections security settings failures status of ES adequacy of the works of ES etc This is provided that they both treat this information as confidential and not disclose it to third persons without the writ ten consent of the other Party as well as not use it for any other purpose that would constitute breach of agreement 19 4 LJSE and Client commit to act pursuant to the provisions of the Market in Financial Instruments Act when such confidential information constitutes inside information 19 5 The obligation to protect confidentiality does not apply to information that is publicly accessible and that a Party may obtain without intervention information that a Party receives from a third person without the confidentiality clause information that must be disclosed under the law a court order or request by a government or regulatory institution information that is publicly known at the time of dis closure information that a Party disposed with even before it obtained it from the other Party infor mation that a Party obtains from a third person that is not the other contractual Party and without in fringement of its obligations under the LJSE ES Lease Agreement 19 6 If the Client comes into contact with confidential data in the course of operative and technological procedures of acces
8. ce about it to the other Party as well as inform it when force majeure has ceased while it must likewise provide credible evidence of the ex istence and duration of such force majeure not later than within three 3 days after force majeure had appeared or ceased These periods can be extended by at least the duration of force majeure 18 Copyright Protection 18 1 The Client is aware that Wiener B rse and Deutsche Borse hold property and moral rights on applica tion software of the XETRA systems which are an integral part of LJSE ES 18 2 The Client is aware that LJSE holds property rights on some of the application software of the infor mation systems that are an integral part of LJSE ES 18 3 The Client is aware that the above listed stock exchanges own registered trademarks such as XETRA etc 18 4 The Client commits it will not infringe copyright or trademark rights during the period of its leasing LJSE ES 8 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members Gana a P Ay 7 LJUBLJANSKA BORZA 19 Data Protection 19 1 LJSE will store and protect all data on Users Clients and Authorized Users as confidential and in compliance with personal data protection regulations 19 2 LJSE may use the Client s firm and the User s name and surname in executing its obligations under ES Lease Agreements 19 3 LJSE and Client agree to disclose to e
9. e error the Client allows LUSE s authorized officer to enter its premises and access its hardware software and communication equipment in the scope required to establish a diagnosis and eliminate the error LISE s on site officer will comply with the Client s security and other requirements 12 3 If the User Client misuses the equipment and services or in any other way causes disturbances and or errors in the works of any ES and or causes damages to the other Users Clients or LJSE or in case of Leased ES breaches its contractual obligations in any other way LUSE reserves the right to restrict or entirely prevent the User Client from using a certain ES or all ES after prior warning 13 Informing 13 1 LJSE informs the Client mainly about E the prospective discontinuance of an ES due to late payment amendments of the LJSE ES Fee Schedule and Instructions the parts related to ES amendments of these General Terms and Conditions changed technical conditions of use functionalities of the systems changed accessibility to ES 13 2 Notices from the previous paragraph are e mailed to the Client s contact e mail address given in the ES Lease Agreement Notices of discontinuance are additionally sent by regular mail Cc 5 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members 13 3 13 4 a E Ay aaa LJUBLJANSKA BORZA LJSE usually pr
10. ed by government bodies etc LJSE will provide Clients with a transparent and orderly overview of the configuration availability capacity and functionality of its systems and ES Given their international character and thus the re quirement for all ES to have the same functionality for all international Users of these systems LJSE cannot guarantee Users that the systems and ES will retain the same or unchanged properties throughout their lease period 15 LJSE s Liability Limit 15 1 LJSE is liable for any possible direct damages within the scope of the ES it supplies to its members only if LUSE its bodies employees subcontractors or other persons acting on its instructions have caused these through intent or gross negligence 15 2 In cases when LJSE could be held liable under the standard of diligence of a good expert to the Cli ent for direct damage incurred due to slight negligence LJSE hereby limits such compensatory claims to EUR 4 000 per Client 7 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members gt Vs E LJUBLJANSKA BORZA LJSE is not liable for any potential damage incurred by the Clients or contractual partners due to the non functioning inaccurate works or delays in the works of ES LJSE recommends that the Client adequately stipulates and limits its liability for damages with respect to the provision of ES in its agreements general
11. ese General Terms and Conditions neither is it li able for any damages incurred as a result of the Client s inadequate use of ES Cc 3 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members Gana a P Ay 7 LJUBLJANSKA BORZA 7 Connecting to Leased ES 7 1 7 2 LJSE enables Clients to connect to one of the ES not later than within eight 8 working days after entering into the ES Lease Agreement with the Client and after the connectivity conditions stipulated in the Agreement have been met After being connected to ES Authorized Users are assigned identification elements for logging into ES 8 User Identification 8 1 8 2 8 3 8 4 The Client guarantees that upon each login its Authorized Users will use the identification elements assigned by LJSE in line with the methodology prescribed by LJSE LJSE reserves the right to change the methodology for assigning and using identification elements In case of any such change LJSE commits to ensure to the largest extent possible and with due skill care and diligence a smooth and undisturbed use of all ES for its Clients The Client commits to protect the identification element as business secret and only use it in the ca pacity of Authorized User otherwise being liable for any damages suffered by LJSE The Client also commits to reimburse LJSE for any damages it might incur as a result of t
12. he Client s identification el ements being abused The Client is obliged to inform LJSE of its Authorized Users in writing The Client is also obliged to inform LJSE in writing of any suspicions that an identification element might be used by an unauthor ized user and provide all known facts in that regard In such an event LJSE will assign the Client with a new identification element as soon as practicable The Client is obliged to make sure that Authorized Users when possible use and change their com plex passwords regularly 9 Training for the Use of ES 9 1 9 2 LJSE will provide the User and Clients or its Authorized Users training for the use of each ES by providing a User Manual organizing training sessions holding lectures and presentations enabling trial use and similar The previous paragraph of this Chapter does usually not apply to Public ES 10 Rates and Charges 10 1 In exchange for being granted access to one of LJSE s ES the Client is obliged to settle the monthly lease fee to LJSE pursuant to the current ES Fee Schedule LJSE will issue the Client with an in voice for the monthly ES lease fee In case of late payment LJSE may restrict the Client s access to ES however such a restriction does not lift the Client s obligation to pay its liabilities in full Cc 4 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members
13. neral Terms and Conditions and posted on the LJSE website 30 days prior to the docu ments taking effect These General Terms and Conditions enter into force on 9 September 2010 while entering into use on the day of the actual migration to information system Xetra On the day of these General Terms and Conditions entering into use the General Terms of Electron ic Services as at 12 September 2001 terminate Ljubljana 9 September 2010 Ljubljana Stock Exchange Polona Peterle Andrej keta Member of the Management Board President of the Management Board 10 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members
14. ns are those where a Client cannot use minimum service levels even after 15 minutes of minor interruptions Further major interruptions are those that last for over 15 minutes and are expe rienced by a larger or significant number of Members whereby LJSE cannot provide a backup ac cess point or ensure minimum service levels LJSE commits to take additional measures pursuant to the Rules in order to foster orderly market operations One of these measures may be a market halt which is adopted in cases of major inter ruptions in the works of ES experienced by a larger or significant number of members LJSE provides ES with due skill care and diligence and in compliance with valid regulations and pro fessional rules In providing these services LJSE must take into account the particularities and possi ble restrictions arising out of factors listed in paragraphs 1 and 2 of Chapter 14 of these General Terms and Conditions Despite its providing ES with due skill care and diligence and despite the necessary measures adopted LJSE cannot fully guarantee complete functionality of its ES all the time and warrant that there will be no errors in their works This is due to potential acts of force majeure and due to the na ture of ES which LJSE cannot influence and fully predict e g computer viruses blackouts and tele communication line cut offs malicious break ins into the electronic system unexpected hardware or software defects decisions adopt
15. on protocols Terminal servers are located on LJSE s premises and have several users from different members connected to them 3 4 Members leasing the above ES gain access to LJSE market data that can only be used by traders under these General Terms and Conditions and the ES Lease Agreement To use these data for oth er purposes members should enter into the Market Data Agreement E 2 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members hanns E ee Ay 7 LJUBLJANSKA BORZA 3 5 Detailed descriptions of how each ES works their technical specifications and individual activities are provided in the documents on the works and use of ES such as User Manual for each ES E data sheets for standardized informing and reporting where they are provided chiefly in the form language and manner as provided by Deutsche Borse Frankfurt and or Wiener Borse Vienna 3 6 LJSE reserves the right to change the functionality of each ES whereby it will strive with due skill care and diligence to maintain the same level and scope of each service for its Clients and facilitate smooth operations 4 Clients 4 1 ES for Lease are intended mainly for LJSE members Data Vendors and others chiefly financial insti tutions Apart from those intended solely for LJSE members they can also be leased by all other le gal or natural persons 4 2 Public ES are accessible wi
16. ovides notices from points 2 3 4 and 5 of Article 13 1 three 3 months prior to their taking effect and never later than one 1 month prior to their taking effect Notices on changed tech nical conditions of use point 4 and changed accessibility to ES point 5 are as a rule provided at least three 3 months prior to the changes taking effect the only exceptions being if the changes are minor or urgent Major changes are e g new versions of software that could affect the IT architecture adopted by members and similar Notices on minor changes of technical conditions of use and ac cessibility to ES can be provided one 1 month prior to the changes taking effect The Client and its authorized officers inform LJSE about changes to authorized officers errors in the works of the ES that are the object of the LJSE ES Lease Agreement as well as provide other notic es related to the LJSE ES Lease Agreement all by e mail to the address upravljanje trgov ljse si 14 Service Levels 14 1 14 2 14 3 14 4 14 5 14 6 Information system XETRA is an international trading system used and accessible globally Its de velopment operations and maintenance as well as the provision of LJSE ES are courtesy of Deutsche B rse Frankfurt Electronic interface CEESEG FIX and information system TTR are international information systems used and accessible globally Their development operations and maintenance as well as the provi
17. person that enters into a contractual relationship with LJSE and thus leases ES for Lease and defines ES service levels E Authorized User is a natural person authorized by the Client to use a certain Leased ES E Data Vendor is a Client that has entered into a contractual relationship with LJSE to lease a certain ES in order to redistribute obtained data E BIS is a comprehensive LJSE information system that provides electronic and information support to LUSE business activities The system includes various ES which differ according to how they work their functionalities and capacities as well as according to the volume sig nificance and use of distributed and contained data E User Manual lays down into detail the functionality works minimum technical standards and anticipated manner of use for each ES 3 Electronic Services ES 3 1 Information system XETRA is an international trading platform and registered trademark of Deutsche B rse Frankfurt which acts as a subcontractor of LJSE in providing services to LJSE members Trading system XETRA enables access to the central trading platform via the workstation J Trader and electronic interface XETRA VALUES API 1 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members Glia gt Vi LJUBLJANSKA BORZA 3 2 The electronic interface CEESEG FIX is an international information system for the integration of
18. sing and using ES it must immediately inform LJSE as well as restrict and pre vent subsequent use and unauthorized dissemination of confidential data 20 Components 20 1 The Ljubljana Stock Exchange Inc Electronic Services Fee Schedule is a component part of these General Terms and Conditions 21 Location of Providing ES 21 1 The location of providing ES for the purpose of these General Terms and Conditions is the LJSE registered office at Slovenska cesta 56 1000 Ljubljana Slovenia 22 Settlement of Disputes 22 1 Any disputes related to ES as stipulated by these General Terms and Conditions will be settled by the competent court in Ljubljana unless otherwise stipulated by an ES Lease Agreement or other special general terms Cc 9 Ljubljana Stock Exchange Inc General Terms and Conditions of Providing cee stock exchange group Electronic Services to Members Gana a P Ay 7 ne LJUBLJANSKA BORZA 23 Final Provision 23 1 23 2 23 3 23 4 The other stipulations conditions rights and obligations referring to contractual relationships with Clients are defined in LJSE ES Lease Agreements If the provisions from the said Agreements differ from those in these General Terms and Conditions Agreements have precedence These General Terms and Conditions and their amendments are adopted by the LJSE Management Board This is communicated to Clients in the manner and time frames stipulated in Chapter 13 of these Ge
19. sion of LJSE ES are courtesy of Deutsche B rse Frankfurt LJSE members access Leased ES via the LJSE CN which is the local access point to LJSE ES pro vided on the basis of the services by Deutsche B rse Frankfurt and Wiener B rse Vienna such as J Trader CEESEG FIX TTR etc and to those ES that LJSE provides alone BorzaNet LJSE commits to facilitate high service levels for leased ES by providing two geographically separate access points that are connected to service providers from points 14 1 and 14 2 via separate com munication connections Both of these geographically separate access points are adequately equipped to ensure full functionality of all ES and provide access either through a primary of second ary communication connection Access via backup connections may cause limited system functionali ties or diminished system capacities In order to facilitate availability and continuity of leased ES in case of service failure at one of the access points LJSE may have to resort to manual procedures to route the connection to another ac cess point LJSE commits to provide leased ES in a manner that enables the connection to be routed to another access point within 15 minutes max for a particular ES However the actual availability and re connection time for individual ES also depend on the members information solutions and their settings as well as on the Clients use and maintenance procedures The minimum service level in
20. thout users having to enter into a lease agreement with LJSE Their use is governed by other general terms and conditions for using LJSE ES Public ES include the LJSE public website SEOnet and INFO STORAGE information portals etc 5 Accessibility of ES 5 1 As a rule ES for Lease are available in the Republic of Slovenia each working day between 8 00 and 16 00 unless specified or provided for otherwise in a specific ES Lease Agreement 5 2 LJSE reserves the right to temporarily change access to one or several ES 6 Technical Terms of Use for Leased ES 6 1 ES for Lease differ according to complexity of provision and the related required minimum technical conditions for providing ES LUSE prescribes these technical conditions in the User Manual for each ES 6 2 LJSE s provision of ES includes its implementing protective measures to prevent the break in and spreading of computer viruses and measures to prevent malicious break ins into the LUSE infor mation systems into LJSE ES and into related information systems 6 3 The Client commits to take all necessary measures to prevent with due care and diligence the entry of computer viruses into the LUSE information system and to prevent malicious break ins into the LJSE electronic or information system or related systems 6 4 LJSE is not liable for any damages that the Client suffers or might suffer on account of its not meeting the technical conditions from par 1 of Article 6 of th
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