(as amended by a resolution of the Board of Directors of 15.02.2024, effective 18.03.2024)

Section I. GENERAL PROVISIONS

Article 1. (1) (Amended by a resolution of the BD of 27.09.2018) These General Terms and Conditions govern relationships between clients and with Ever Financial AD hereinafter referred to as ‘INVESTMENT INTERMEDIARY’ Ever Financial AD or II, in connection with the latter’s offering of the investment services and activities referred to in below, subject to the Markets in Financial Instruments Act (MFIA).

(2) The II enters into a specific contract with a client on the basis of these General Terms and Conditions applied by it, which form an integral part of the contract.

(3) (Amended by a resolution of the BD of 27.09.2018) The General Terms and Conditions contain the information that the II must provide to its clients (professional or retail) in accordance with the requirements of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect, incl. information on the ways for a reasonable and fair settlement of disputes and on the fundamental rights and obligations of the II and the client.

(4) (Amended by a resolution of the BD of 09.08.2017 and amended by a resolution of the BD of 27.09.2018) The Tariff of standard commission fee for the various client contracts, as well as the type and amount of costs for clients, if they are not included in the II’s remuneration. as well as these General Terms and Conditions, applied when concluding contracts with clients, shall be displayed in a prominent and accessible place in the premises where the II receives clients and is published on its website.

(5) (Amended by a resolution of the BD of 09.08.2017 and amended by a resolution of the BD of 27.09.2018). When concluding a contract, the investment intermediary shall provide the client with the General Terms and Conditions and the tariff and the client certifies that they are familiar with them and accepts them. The General Terms and Conditions shall bind the client only if they have been provided to them and the client has agreed to them according to the legal requirements.

(6) (New by a resolution of the BD of 09.08.2017) When concluding a contract with a client under the General Terms and Conditions, other requirements of the relevant legislation in connection shall also be complied with.

Section II. GENERAL INFORMATION AND MEANS OF COMMUNICATION

WITH CLIENTS

Article 2. (1) (Amended by a resolution of the BD of 27.09.2018) In accordance with the requirements of the MFIA and its implementing acts, as well as the applicable regulations with direct effect, the investment intermediary provides in this section of the General Terms and Conditions to clients general information about their identification, the services they offer, the ways of communication with clients and the ways of accepting client orders.

(2) The information under Paragraph 1 is about:

1. Identification data of the II, its address, telephone numbers and other contact information:

Name: Ever Financial AD joint-stock company

Seat and registered office:  (Amended by a resolution of the BD of 31.01.2020) 1303 City of Sofia, Vazrazhdane District, 84-86 Stamboliyski Blvd., Floor 10, Office 52

Correspondence address (Amended by a resolution of the BD of 31.01.2020.) 1303 City of Sofia, Vazrazhdane District, 84-86 Stamboliyski Blvd., Floor 10, Office 52

Telephone and other contact information (Amended by a resolution of the BD from 31.01.2020, 09.10.2020, 18.02.2022 and from 15.02.2024) +35924003339; email:  ever@ever.bg, ever@rs-prime.com; website: www.ever.bg, www.rs-prime.com.

2. The languages, in which clients can communicate and correspond with the investment intermediary and receive documents and other information from it – on clients that are Bulgarian citizens, is Bulgarian, for foreign clients the language is Bulgarian if they have a good command of it, both spoken and written, or English in other cases.
3. Services offered by the II

a) The II offers the following investment services and activities:

1. reception and transmission of orders in relation to one or more financial instruments, including intermediation for carrying out transactions in financial instruments;
2. execution of orders on behalf of clients;
3. transactions on own account in financial instruments;
4. portfolio management;
5. provision of investment advice to a client;
6. underwriting issues of financial instruments and/or offering for initial sale financial instruments subject to an unconditional and irrevocable obligation to subscribe/acquire financial instruments on their own account;
7. offering for initial sale financial instruments without an unconditional and irrevocable obligation to acquire the financial instruments on their own account;

b) The II may also provide the following ancillary services:

1. storage and administration of financial instruments for the account of clients including trust activities (keeping financial instruments and clients’ funds at a depositary institution) and related services, such as management of cash received/collateral provided;
2. granting loans for carrying out transactions in one or more financial instruments, provided that the entity granting the loan is involved in the transaction under conditions and procedure established by an ordinance;
3. advice to companies on capital structure, industrial strategy and related matters, as well as advice and services related to mergers and acquisitions;
4. provision of services related to foreign means of payment, insofar as they relate to the investment services provided;
5. investment research and financial analysis or other forms of general recommendations relating to transactions in financial instruments;
6. issues related to underwriting of issues of financial instruments;
7. under subitem a) and items 1-6 in connection with the underlying asset of derivative financial instruments under Article 4, items 5,5, 7 and 10, insofar as they relate to the provision of investment and ancillary services.

c) outside the services under subitems a) and b), the company also performs transactions in foreign funds of payment under a license issued by the Bulgarian National Bank, which are not subject to these General Terms and Conditions.

4. Licenses and other registrations of the company

4.1. License to operate as an investment intermediary

• No. 225 – II/18.12.1996 issued by the State Commission for Securities and Stock Exchanges
• No. 668 – II/ 13.12.2000 issued by the State Commission for Securities
• РГ-03-0008 / 26.05.2009 issued by the Financial Supervision Commission (FSC).

(Amended by a resolution of the BD of 25.04.2014) The FSC’s address is 16 Budapest, Sofia 1000.

4.2. Authorization (license) No. 015 / 16.02.2000 to carry out transactions in foreign funds under the Law on Banks (Credit Institutions Act) issued by the Bulgarian National Bank (BNB). The BNB’s address is 1 Knyaz Battenberg I Square.

4.3. Number of entry in the register of FSC – РГ-03-08 / 18.12.2000

4.4. The company is registered with the Commercial Register at the Registry Agency under BULSTAT (UIC): 831649724.

Article 3. (1) Pursuant to these General Terms and Conditions, the means of communication used between the investment intermediary and its clients are:

1. (Amended by a resolution of the BD of 27.09.2018) personally – between the client, its representative, respectively, and the II through a person working for the II under a contract, and information exchanged between them is on paper medium or verbally (if and subject to the conditions under which the MFIA and its implementing acts, including the regulations, with direct effect, allow relevant information to be verbally provided to the II, the client, respectively).
2. (Amended by a resolution of the BD of 27.09.2018) by telephone – if and subject to the conditions, under which the MFIA and its implementing acts, including regulations with direct effect, these General Terms and Conditions, respectively, allow relevant information to be provided to the II, the client, respectively, by telephone.
3. (Amended by a resolution of the BD of 27.09.2018) exchange of correspondence, in cases where pursuant to the MFIA and its implementing acts, including the regulations with direct effect, and these General Terms and Conditions require the provision of information on a durable medium, the investment intermediary shall provide information on a paper medium or in any other manner, provided that the following requirements are met:

– the provision of information in that way is appropriate in view to the existing or future relations with the client;

– the client expressly has preferred that way of information provision over its provision in hard copy.

3.1. (Amended by a resolution of the BD of 27.09.2018) Where information is provided to clients through the intermediary’s website and is not addressed to a specific client, it shall meet the following conditions:

– The MFIA and its implementing acts, including regulations with direct effect, allow the provision of relevant information by and through the intermediary’s website where it does not meet the requirements for a durable medium;

– the provision of information in that way is appropriate in view to the existing or future relations with the client;

– the client expressly has preferred that way of information provision over its provision in hard copy;

– the client has been notified via electronic means of the intermediary’s website and the exact location of the information on it;

– the information is up-to-date;

– the information is constantly available on the intermediary’s website and for a period of time usually required for the clients to become acquainted with it.

(2) The provision of information by electronic means of communication is considered appropriate in view of the existing or future relations with the client, provided that there is evidence that the client has regular internet access. It shall be considered that the client has a regular access to the Internet, if they provide an email address for the needs of the established relations with the investment intermediary.

Section III. METHODS OF ACCEPTING ORDERS

Article 4. (1) Pursuant to these General Terms and Conditions, the methods of submitting and accepting orders, where applicable, are the following:

1. Personally by the client who submits the order to the registered office of the II, its branch or office in a hard copy.
2. (Amended by a resolution of the BD of 27 September 2018) Submission of an order under item 1 through a proxy. Submission of an order under the preceding sentence shall be made only if the proxy presents a notarized power of attorney, which contains representative power for performing disposal actions with financial instruments, and a statement by the proxy that they do not carry out by occupation transactions in financial instruments, and that they did not carry out such transactions for a one-year one period prior to submitting the order.

2.1. (New by a resolution of the BD of 14.04.2016 and amended by a resolution of the BD of 27.09.2018) When submitting the orders under items 1 and 2 to the registered office, branch or office of the II, if during verification of the identity of the client it is found that there is a change in personal data and/ or a new identity document has been issued to them, the order may be submitted after the identity of the client their representative is re-verified by an authorized officer of the II.

3. Submission of orders for transactions in financial instruments by fax, telephone, e-mail or through other remote means of communication by clients.

3.1. (Amended by a resolution of the BD of 27.09.2018) In this case, the II shall, by the end of the business day, draw up a document certifying the contents of the remotely submitted order. The document contains the requisites specified in the current legislation and includes the minimum requisites of the order, as well as the statutory declarations.

3.2. (Amended by a resolution of the BD of 27.09.2018) Item 3 shall not apply to an order submitted by a representative who has not certified to the investment intermediary their representative power, or by a proxy who has not  previously submitted to the investment intermediary the documents proving their representative power, namely a notarized power of attorney containing a representative authority to perform managerial or disposal actions with financial instruments, and a statement by the proxy that they do not carry out by occupation transactions in financial instruments, and that they did not carry out such transactions for a one-year one period prior to submitting the order.

3.3. Item 3 shall not apply to the transfer of dematerialized financial instruments from a personal account on a client account to an investment intermediary in the Central Depository.

3.4. Upon acceptance of the order by the II, the person accepting the order verifies the identity of the client or his representative, respectively.

3.5 (Amended by a resolution of the BD of 30.01.2012) When orders are submitted by telephone, the II shall be obliged to record the conversation with the client. When the orders are submitted by other remote means, the II shall be obliged to store electronically the data provided by the client in connection with the orders. Fax messages are stored in hard copy.

4. (Amended by a resolution of the BD of 27.09.2018) Submission of orders for transactions in financial instruments through an electronic trading system, which guarantees compliance with the requirements of the MFIA and its implementing acts, as well as regulations with direct effect, and provides the client with access to a specific execution venue.

4.1 (Amended by a resolution of the BD of 14.04.2016) The access to the system under item 4 and the introduction of orders from the client is realized through web, computer and/or mobile applications that provide reliable identification of the client.

4.2. Upon receipt of the order by the II, the person accepting the order verifies the identity of the client or their representative, respectively.

(2) (Amended by a resolution of the BD of 14.04.2016 and amended by a resolution of the BD of 27.09.2018) Upon receipt of the order, the II shall provide the client with a signed copy of the accepted order, unless, pursuant to the MFIA and its implementing acts, including in regulations with direct effect, the contrary is explicitly allowed. In cases where the client has submitted their order through an electronic trading platform, they have access and can verify all data on their order after signing up the platform through its identification data: a username and password.

(3) (Amended by a resolution of the BD of 27.09.2018) The investment intermediary refuses to accept an order that does not meet the requirements of the MFIA and its implementing acts, including in regulations with direct effect.

(4) (Amended by a resolution of the BD of 30.01.2012 and amended by a resolution of the BD of 27.09.2018) The investment intermediary provides investment and ancillary services, including accepting orders on behalf of clients only on the basis of a contract concluded between them.

Section IV INFORMATION ON THE PROVISION OF REPORTS AND CONFIRMATION TO CLIENTS

Article 5. (1) Pursuant to these General Terms and Conditions, clients are informed that they will receive current and periodic information on the type, periodicity and timing of submitting confirmations to clients in connection with the investment services and activities specified in this section.

(2) (Supplemented by a resolution of the BD of 14.04.2016) In accordance with this section, in addition to the notification under Article 6 and 7, the clients of the II shall be notified and receive information:

1. in cases where the investment intermediary carries out transactions related to portfolio management for the account of a retail client or maintains accounts for such clients, which include uncovered positions on transactions or transfers depending on future contingent events. The II notifies a retail client when the losses exceed the thresholds set by agreement with the client. The notification under the second sentence shall be made no later than the end of the business day on which those thresholds are exceeded, and when it occurs on a non-business day, by the end of the next business day.
2. where a liability under Article 145 of the Public Offering of Securities Act arises for the client as a result of transactions in financial instruments executed on their account , including in management of an individual portfolio of financial instruments and/or money. The II shall notify the client under the conditions and according to the procedure specified in the contract.
3. (New by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) An investment intermediary, where it holds a client’s funds or financial instruments, shall provide them on a quarterly basis on a durable medium a report on those financial instruments or money, unless the content of that report is provided in another periodic report. Upon request of the client, the II provides that report at a shorter time interval against consideration.

3.1. The report under item 3 contains the following information:

a) details of any financial instruments or funds held by the investment intermediary for the account of the client at the end of the period covered by the report;

b) the extent to which any client’s financial instrument or funds have been the subject of securities financing transactions;

c) the amount of any benefit obtained for the client as a result of participating in securities financing transactions, and the basis on which those benefits are obtained;

d) an explicit indication of the assets or funds that are subject to the rules of Directive 2014/65 / EU and its implementing measures and those which are not, for example, which are the subject to a title transfer financial collateral arrangement;

e) an explicit indication of the assets affected by certain characteristics with respect to property rights, for example which are subject to a security interest;

f) the market value or the estimated value, if the market value is not available, of the financial instruments included in the report by explicitly stating that the absence of a market value may indicate a lack of liquidity. The estimated value is determined by the investment intermediary on the basis of the principle of maximum efforts.

3.2. In cases where the client’s portfolio contains receipts from one or more outstanding transactions, the information referred to in item 3.1. subitem a) may be based either on the date of transaction or on the settlement date, provided that the same basis is used consistently for all such information in the report.

3.3. The periodic report of the client’s assets under item is not separately provided when the client submits orders and uses an electronic trading system, insofar as the system provides up-to-date reports on the client’s financial instruments and/or funds and the same are readily accessible to the client and the II has evidence that the client has accessed this report at least once in the respective quarter.

3.4. In cases where the II holds financial instruments or clients’ funds and does not perform a portfolio management service for a client, the II has the right to include the client’s assets report under item 3 in the periodic report provided to that client under Article 7, Paragraph 1 and 2 of these General Terms and Conditions.

Article 6. (1) (Amended by a resolution of the BD of 27.09.2018) In cases where the II executes an order for the account of a client which is not in execution of a portfolio management contract, it shall:

a) immediately provide the client with basic information on the execution of that order on a durable medium:

b) send to the client a message on a durable medium confirming the execution of the order as early as possible, but not later than the first business day after the execution, or when the investment intermediary has received the confirmation from a third party – not later than the first business day upon receipt of the confirmation from the third party.

(2) (Amended by a resolution of the BD of 27.09.2018) Subitem b) of the previous subparagraph shall not apply where the confirmation would contain the same information as the confirmation sent immediately to the client by another person.

(3) (Amended by a resolution of the BD of 27.09.2018) Subitems a) and b) of Paragraph 1 shall not apply when the orders executed on behalf of clients relate to bonds for financing mortgage loan agreements with the said clients, in which case the transaction report shall be made simultaneously with the announcement of the terms of the mortgage loan, but not later than one month after the order has been executed.

(4) (Amended by a resolution of the BD of 27.09.2018) In case of clients’ orders related to units or shares in a collective investment enterprise, which are executed periodically, the II undertakes the measure referred to in Paragraph 1, subitem b), or provides the client at least every six months with the information specified in Paragraph 5 in respect of those transactions.

(5) (New, by a resolution of the BD of 27.09.2018) The confirmation referred to in Paragraph 1, subitem b) includes that part of the following information that is relevant and, where applicable in accordance with regulatory technical standards on reporting obligations adopted in accordance with Article 26 of Regulation (EU) 600/2014:

a) identification of the investment intermediary providing the information;

b) name or other form of identification of the client;

c) trading day;

d) time of trading;

e) type of order;

f) identification of the execution venue of the order;

g) identification of the financial instrument;

h) buy/sell indicator;

i) the nature of the order, if different from buy/sell;

j) quantity;

(k) unit price;

(l) total amount of transaction;

(m) total amount of commissions and costs accrued and, upon request of the client, a detailed breakdown that includes, where applicable, any increase or reduction imposed if the transaction is executed by the investment intermediary on its own account and the investment intermediary owes the best fulfillment of the client;

(n) the applicable exchange rate if the transaction involves a currency exchange;

(o) the client’s responsibilities in connection with the settlement of the transaction, including the time limit for payment or delivery, as well as the relevant details of the account, where such details and responsibilities have not been previously notified to the client:

(p) where the client’s counterparty was the investment intermediary itself or any entity in the group of investment intermediary or another client of the investment intermediary, the fact that this was the case unless the order was executed through a trading system that facilitates anonymous trading.

For the purposes of subitem k), when an order is executed in parts, the II may provide the client with information on the price of each transaction or average price. When submitting an average price, the II shall, upon request, provide the retail client with information on the price of each transaction individually.

(6) (Previous  Paragraph 5, amended by a resolution of the BD of 27.09.2018) When the transaction under Paragraph 1 is concluded for the account of a professional client, the II shall provide them, forthwith on a durable medium, with the substantial information on the concluded transaction.

(7) (Previous Paragraph 6, amended by a resolution of the BD of 27.09.2018) If the settlement is not made on the specified date or another change in the information contained in the confirmation occurs, the investment intermediary shall notify the client in an appropriate manner by the end of the business day on which the intermediary became aware of the change.

(8) (Previous Paragraph 7, amended by a resolution of the BD of 27.09.2018) Upon request, the client is provided with information about the status of the order and its execution.

(9) (Previous Paragraph 8, amended by a resolution of the BD of 27.09.2018) Paragraphs 1 and 6 shall not apply to orders of clients with the subject of bonds funding mortgage loan agreements to which those clients are parties, in which the confirmation for the transaction will be made at the same time as the terms of the mortgage loan are communicated, but not later than one month after the execution of the order.

(10) (Previous Paragraph 9, amended by a resolution of the BD of 27.09.2018) Pursuant to these General Terms and Conditions, the provision of information under this Article may be made using standard codes, provided that the II provides the client with explanations of the codes used.

(11) (Previous Paragraph 10, amended by a resolution of the BD of 27.09.2018) In the cases of submitted orders of a retail client with the subject of units or shares of collective investment undertakings, which are executed periodically, the investment intermediary shall take the actions under Paragraph 1 or shall provide the client at least once every 6 months with the information under Paragraph 5 in connection with these transactions.

(12) (Previous Paragraph 11, amended by a resolution of the BD of 27.09.2018) In the case of an order submitted and received through an electronic trading system, the confirmation under Paragraph 1, the information under this Article, respectively, shall be provided to the client through the electronic system.

Article 7. (1) (Amended by a resolution of the BD of 27.09.2018) An investment intermediary, when providing clients with a portfolio management service, shall submit on a durable medium to each such client a periodic report on the portfolio management activities performed on behalf of that client, unless such is provided to such client by a third person.

(2) (Amended by a resolution of the BD of 27.09.2018) The periodic report required under Paragraph 1 provide the client with a fair and balanced overview of the activities performed and the results of the portfolio during the reporting period and include, where applicable, the following information:

a) the name of the investment intermediary;

b) the name or other designation of the client’s account;

c) a description of the contents and valuation of the portfolio, including details of each financial instrument held, its market or fair value when the market value is not available, and the cash balance at the beginning and end of the reporting period, as well as the results of the portfolio during the reporting period;

d) the total amount of fees and charges incurred over the reporting period by itemizing at least the total management fees and total costs associated with execution and, where appropriate, a statement that a more detailed breakdown will be provided upon request;

e) a comparison of the results of the portfolio management during the reviewed period to a benchmark (if any) agreed between the investment intermediary and the client;

f) the total amount of dividends, interest and other payments received during the reporting period in connection with the client’s portfolio;

g) information on other corporate actions giving rights in respect to the financial instruments held in the portfolio;

(h) for each transaction executed during the reporting period, the information referred to in Article 59 (4), subitems (c) to (l) of Regulation (EU) 2017/565, as far as applicable, unless the client has chosen to receive information on the completed transaction on an individual basis, in which case Paragraph 5 of this Article shall apply.

(3) (Amended by a resolution of the BD of 27.09.2018) The periodic report under Paragraph 1 shall be provided on a quarterly basis, except in the following cases:

(a) where the investment intermediary provides its clients with access to an online system meeting the criteria for a durable medium, if up-to-date valuations of the client’s portfolio are available and if the client has easy access to the client’s assets information required by Article 63 (2) of Regulation (EU) No 2017/565, and the investment intermediary has evidence that the client has accessed the valuation of their portfolio at least once during the relevant quarter.

b) in cases where Paragraph 5 applies the periodic report must be provided at least once every 12 months;

(c) where the contract between the investment intermediary and client admits leverage  in the portfolio management, the periodic report must be provided at least once a month.

(4) (Amended by a resolution of the BD of 27.09.2018) The exception provided for in subitem b) of Paragraph 3 shall not apply to transactions in financial instruments under Article 4 (1), Item 44 (c) of Directive 2014/65/EU or falling under any of Paragraphs from 4 to 11 in Section C of Annex 1 of the Directive.

(5) (Amended by a resolution of the BD of 27.09.2018) The Client has the right to choose to receive the information on the executed transactions on an individual basis. The II immediately provides the client with the basic information about that transaction on a durable medium after its execution. The investment intermediary shall send to the client a message confirming the transaction not later than the first business day after the execution or when the investment intermediary receives the confirmation from a third party no later than the first business day after receiving the confirmation from the third party. The preceding sentence shall not apply where the confirmation would contain the same information as the confirmation immediately sent to the client by another person.

(6) (Amended by a resolution of the BD of 27.09.2018) The investment intermediary notifies the retail client for whose account it manages the portfolio when there are uncovered open positions on contingent transactions.

(7) (New, by a resolution of the BD of 27.09.2018) In cases where an investment intermediary manages a portfolio for the account of the client, it shall be obliged to inform the client if the total value of the portfolio estimated at the beginning of each reporting period is impaired by 10% and subsequently by multiples of 10%, not later than the end of the business day on which that threshold is exceeded, or if the threshold is exceeded on a non-business day, until the end of the next business day. In cases where the II keeps an account of a retail client that include uncovered open positions in debt-financed financial instruments or contingent liabilities transactions, the II shall be obliged to notify the client when the initial value of each instrument is impaired by 10% and subsequently by multiples of 10%. The notification under this subparagraph shall be made for each individual instrument, unless otherwise agreed with the client, and by the end of the business day on which the threshold has been exceeded, or if the threshold has been exceeded on a non-business day by the end of the next business day.

Section V. INFORMATION ON MEASURES FOR GUARANTEEING CLIENTS’ ASSETS, INCLUDING SYSTEMS FOR COMPENSATING INVESTORS

Article 8. Pursuant to these General Terms and Conditions, the II take measures to guarantee clients’ financial instruments or funds if it holds those for the client of which the client is considered informed under this section.

Article 9. (Amended by a resolution of the BD of 27.09.2018) With reference to the protection and safeguarding of its clients’ funds and financial instruments, the II shall be obliged to inform its retail clients of the following circumstances and cases, where available:

a) by which third party and where the money and/or financial instruments provided to the II can be stored, including stating the liability of the II under national laws for any act or omission of the person holding the clients’ money and/or financial instruments, and the consequences for the client in the event of insolvency of that person;

b) the possibility for the client’s financial instruments to be held in a joint account with a third party where national law so permits. The II shall notify its retail clients or potential retail clients when the national legislation does not allow the client’s financial instruments held by a third party to be separated from the financial instruments of that third party or the II;

c) where the accounts containing the client’s funds and financial instruments are subject to, or will be subject to, the law of a country other than a Member State, including that the rights of the client relating to the financial instruments or cash may differ due to the applicability of the law of a third country.

d) the existence of the security interest or lien on the client’s money or financial instruments for the II and the conditions under which such security interest or lien arises or may arise;

e) the existence of a right of set-off against the client’s money or financial instruments for the II and the conditions under which such right arises or may arise;

f) the existence and conditions under which the investment intermediary is or may be entitled to offset against the client’s financial instruments or money;

g) the ability of the depositary institution to have a security interest, lien or right of set-off against the client’s financial instruments or money, where applicable.

h) before entering into a transaction for financing securities with a financial instrument held by it for the account of a retail client, or before using in any other way those financial instruments on its own account or for the account of another client, the II shall provide the retail client, on a durable medium and within a reasonable period before using the financial instruments, complete and accurate information on the obligations and responsibilities of the II regarding the use of the financial instruments, including the conditions for their return and the associated risks.

Article 10. The investment intermediary shall not be liable to its creditors for the financial instruments and funds of its clients, as well as for securities that are basic in relation to depository receipts.

Article 11. (1) The clients’ financial instruments shall be kept with a depositary institution in client accounts with the account of the investment intermediary or in accounts opened with the account of a third party. A depository institution as referred to in the preceding sentence is an entity that carries out activities for registration of financial instruments and transfers of such instruments by opening and keeping accounts of their issuers and/or holders.

(2) When the II keeps financial instruments of clients with a third party, the requirements, restrictions, respectively, the prohibitions provided for in the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

Article 12. (1) (Supplemented by a resolution of the BD of 30.01.2012, amended by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) The II cannot keep funds of its clients. The Company shall deposit the funds provided by clients or received as a result of investment services performed on their behalf, in person under Article 93, Paragraph 1 of the MFIA at the latest by the end of the next business day, taking the necessary actions to diversify the funds to the persons under the same article. The II also takes the necessary steps to ensure that the deposited funds of clients under the previous sentence are kept in individual accounts or clients’ accounts, separately from the funds of the investment intermediary. In the contract concluded between the II and the entity under Article 93, Paragraph 1 of the MFIA,  it is explicitly stated that client’s funds are stored in the open account and that those funds are not subject to attachment for the company’s liabilities. The II accepts cash payments from clients for the provision of investment and/or ancillary services, as well as funds necessary for payment under a transaction in financial instruments, makes payments to clients, respectively, in compliance with the requirements of the Cash Payments Restriction Act.

(2) The II may deposit the funds of its clients in person under Paragraph 1, second sentence, being a related party only if the clients have given their written consent thereto.

(3) (Amended by a resolution of the BD of 27.09.2018) In fulfilling its obligation under this Section, the II shall strictly comply with the requirements, restrictions and prohibitions established by the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

(4) Safekeeping and registration of government securities issued on the internal market shall be carried out under the conditions and in accordance with the procedure of the Government Debt Act and its implementing acts.

Article 13. When concluding a contract with a client, the Company:

1. also opens analytical accounts for the client’s financial instruments and funds in compliance with accounting law;
2. (Amended by a resolution of the BD of 27.09.2018) strictly adheres to the accounting rules laid down in the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.
3. regularly informs its clients of the cash and cash account operations and the financial instruments it holds and the terms and conditions of contracts related to their safekeeping.
4. assigns a unique number to its clients and keeps a register for them, opening and maintaining client accounts at the analytical level.

Article 14. The disposal of financial instruments or cash for the account of clients is accounted for and is immediately reflected in the client sub-accounts at the synthetic level.

Article 15. (1) The II shall not be entitled to use, except in cases explicitly specified by an ordinance:

1. funds and financial instruments of its clients for its own account;
2. fund or financial instruments of other clients for the account of his client;
3. its own funds or financial instruments for the account of a client.

(2) (Amended by a resolution of the BD of 27.09.2018) In the cases explicitly specified, where the performance of actions under Paragraph 1, items 1-3 is allowed, the rules, restrictions and prohibitions laid down in the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect shall apply.

Article 16. (Amended by a resolution of the BD of 30.01.2012) In the premises where  the business activities are carried out, security alarm equipment is provided. They should also comply with fire safety standards.

Article 17. (1) By these General Terms and Conditions, the client is informed that there is a system – Investor Compensation Fund. The Investor Compensation Fund covers the cases under Article 776, Paragraph 1  of the POSA.

(2) A compensation to a client shall be paid by the Investor Compensation Fund and cover its claims, which have arisen as a result of the inability of the intermediary to return client’s assets in compliance with the legal and contractual terms, whereas client assets shall have the meaning referred to in Article 77c, Paragraph 2 of the POSA.

(3) The compensation under the preceding paragraphs shall amount to 90 per cent of the value of the claims, but not exceeding BGN 40,000. The amounts of compensations in the previous sentence are determined by law (POSA).

(4) The persons listed in Article 77d, Paragraph 2 of the POSA, as well as claims of clients, arising from and/or related to transactions and actions constituting money laundering under Paragraph 3 of Article 77d of POSA are excluded from the system.

(5) In cases where the client’s assets are in foreign currency or financial instruments, the client shall be paid the equivalent in BGN of their claim on the II in the amount referred to in Paragraph 3.

Section VI. DESCRIPTION OF POLICY FOR THE TREATMENT OF CONFLICTS OF INTEREST APPLIED BY THE II

Article 18. In accordance with these General Terms and Conditions, the client shall be informed in detail of the Policy for the Treatment of Conflicts of Interest applied by the II described in this section.

Article 19. (Amended by a resolution of the BD of 27.09.2018) When performing services and activities under Article 6, Paragraphs 2 and 3 of the MFIA, the Company takes all necessary actions to identify potential conflicts of interest between:

1. the investment intermediary, including the persons who are members of the board of directors or manage its business and all other persons who may conclude, independently or jointly with another person, transactions on behalf of the Company, all other persons who work under contract for it, and persons linked by control to it, on the one hand, and, on the other hand, its clients;
2. its individual clients.

Article 20. Under this policy, a conflict of interest is a situation that arises in connection with the provision of investment and/or ancillary services by the investment intermediary and may impair the interest of a client. The policy contains circumstances that present a conflict of interest or which may lead to a conflict of interest, creating a risk of impairing the interests of a client or clients of the investment intermediary, including such circumstances with which the investment intermediary is familiar or should be familiar and may give rise to a conflict of interest as a result of the structure of the group of which the investment intermediary is a part and the activities of the other members of the group and the procedures and measures for the treatment of such conflicts.

Article 21. Circumstances that the Company accepts under this conflicts of interest policy or which may give rise to such conflicts are:

1. All cases as a result of which a person working under contract for it, or a person directly or indirectly linked by control to it, due to the provision of investment and/or ancillary services or otherwise by the company, fall under any of the following cases:

1.1. is likely to make a financial gain or avoid a financial loss for the account of the client:

1.2. has an interest in the outcome of the service provided to the client or the transaction performed for the account of the client, which is different from the client’s interest in that outcome;

1.3. has a financial or other incentive to favour the interest of a client or group of clients over the interest of another client;

1.4. carries out the same busyness as the client;

1.5. (Amended by a resolution of the BD of 27.09.2018) receives or will receive from a person other than the client benefits in connection with a service provided to the client in the form of cash, goods or services in violation of the Markets in Financial Instruments Act and its implementing acts, as well as applicable regulations with direct effect, or other than standard fees or commissions for that service.

2. The cases in which a person who works under a contract for the investment intermediary and is involved in activities that may give rise to a conflict of interest, or because of the activities carried out by the same, the investment intermediary has access to inside information within the meaning of the Measures Against Market Abuse with Financial Instruments Act or other confidential information about clients or transactions with or for clients.
3. (Amended by a resolution of the BD of 27.09.2018) A case in which the II, taking into account the professional qualities and market reputation of the persons under Article 93, Paragraph 1, items 2-4 of the MFIA and the regulatory requirements and market practices related to the holding of funds, finds that the rights of the client could be violated.
4. Under this policy, transactions and/or services which may give rise to a conflict of interest are:

4.1. when the II combines a client order with a transaction on its own account and the order so combined in partially executed;

4.2. orders for the purchase or sale of financial instruments (shares) by issuers, whereby the client acquires, respectively, loses the respective equity interest referred to in Article 145, Paragraph 1 of the POSA;

4.3. provision of services by Ever Financial AD as a registered agent, where the transactions in dematerialized financial instruments are concluded directly between the parties and the latter are clients of the II and an employee thereof;

4.4. a conflict of interest may arise or have arisen between two clients of the intermediary.

Article 22. In the presence of the circumstances referred to in Article 21, the II shall comply with the following measures and procedures for the treatment of conflicts of interest:

1. Strict confidentiality in relation to transactions which may give rise to a conflict of interest is respected, in order to avoid actual occurrence of conflicts and risk of carrying out transactions based on inside information:
2. the General Terms and Conditions applicable to contracts with clients before the conclusion of a contract are explained to each client;
3. (Amended by the Board of Directors resolution of 27.09.2018) the measures and requirements of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect shall be strictly complied with;
4. the policy adopted by the II for execution of orders given by clients shall be strictly followed, incl. orders of a client are not executed unless the latter has given their explicit prior consent to the policy followed by the II;
5. persons, who working under a contract for the II and perform activities involving a conflict of interest, act at a degree of independence of the performance adequate to the size and the activities of the II, and the nature of the risk of damage to the client’s interest, with due respect the following measures to the extent necessary to ensure the required degree of independence;

5.1. respecting strict confidentiality and preventing the exchange of information between them and other employees of the II, where the exchange of such information may harm the interests of one or more clients;

5.2. control over the interest of persons whose principal functions include the provision of services on behalf of and/or for the account of clients or the provision of services to clients, where conflicts of interest may arise among clients’ interests or who otherwise represent conflicts of interests, among which a conflict  may arise, including over the interest of the II;

5.3. lack of direct interlink between the remuneration of the persons carrying out one activity and the remuneration of the persons mainly carrying out different activity for the II, or the income realized by the latter, if a conflict of interest may arise in connection with these activities;

5.4. (Amended by a resolution of the BD on 27.09.2018 employees, including the members of the Board of Directors are prohibited to exert inappropriate influence on the manner in which another person working under a contract for the II provides services and performs activities under Article 6, Paragraphs 2 and 3 of MFIA;

5.5. employees, including the members of the Board of Directors are prohibited to simultaneously or consistently participate (of one person) in the performance of separate investment or ancillary services or activities, where such participation may impair the proper management of conflicts of interest, and if it is impossible,  control shall be exercised;

Article 23. The II shall additionally apply the following measures in the treatment of conflicts of interest:

1. it shall ensure equal and fair treatment of the clients, acting in the interest of the client under the best conditions for them. The II shall avoid situations in which its client’s interest would conflict with its obligation to another client;
2. the rules for the conclusion of personal transactions are strictly applied, and every person who works under a contract for the II, upon signing the contract, shall receive the same on a durable medium and declare that they are familiar with the rules;
3. (Amended by a resolution of the BD of 27.09.2018) Priority is given to the client’s interest over his own interest, including when a client’s order is combined with a transaction on one’s own account and thus the combined order is partially executed, the II distributes the transactions on behalf of the client with priority and in the interest of the client, except in the exclusions explicitly specified in the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect;
4. a person within the internal control department shall be notified of such transactions, who should assist in the resolution of the conflict, if any;
5. the rules for separating one’s portfolio of financial instruments from that of investors are strictly followed.
6. The II shall keep and update information on the types of investment or ancillary services or investment activities performed by or on behalf of the investment intermediary, in which a conflict of interest arises or may arise in the course of providing the service or carrying out the activity, which results in significant damage to the interest of a client or clients of the investment intermediary.

Article 24. If, despite the application of the rules for the internal organization of the II, there is still a risk to the interests of the client, then the II may not carry out activities for the account of a client if it does not inform them of the general nature and/or sources of potential conflict of interests. In the cases referred to in the preceding sentence, prior to carrying out an activity for the account of a client in relation to which there is a conflict of interest, the II shall provide the client on a durable medium with information on the conflict of interest, which is sufficient in accordance with the client’s characteristics to take an informed decision on the investment or ancillary service in relation to which a conflict of interest arises.

SECTION VII. DESCRIPTION OF FINANCIAL INSTRUMENTS AND RISKS RELATED TO THEM. CLIENT DESIGNATED AS PROFESSIONAL

Article 25. (Amended by a resolution of the BD of 27.09.2018) Financial instruments, which may be subject to the services and activities provided by the II under Article 6 of the MFIA to clients within the meaning of the MFIA, are:

1. securities. Securities are transferable rights registered in accounts with the Central Depository, and government securities – registered in accounts with the Bulgarian National Bank or in a sub-depositary of government securities or in foreign institutions carrying out such activities (book-entry securities), or documents materializing transferable rights (available securities) that can be traded on the capital market, excluding payment instruments, such as:

a) shares in companies and other securities equivalent to shares in capital companies, partnerships and other legal entities, as well as depository receipts for shares;

b) bonds and other debt securities, including depository receipts for such securities;

c) other securities giving the right to acquire or sell such securities or resulting in a cash payment determined by means of securities, exchange rates, interest rates or yields, commodities or other indices or indicators.

2. instruments other than securities:

a) money market instruments. These are instruments that are commonly traded on the money market, such as short-term government securities (treasury bills), deposit certificates and trading securities, excluding payment instruments. Government securities are debt instruments issued and guaranteed by the government.

b) units of collective investment undertakings. These are financial instruments issued by a collective investment scheme that express the rights of their holders over the assets of the collective investment scheme.

c) options, futures, swaps, forward interest rate agreements and any other derivative contracts related to securities, with currencies (except those determined in accordance with Article 10 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/ EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive  (Delegated Regulation (EU) 2017/565) (OB. L 87/1 of 31 March 2017), with interest rates or yields, emission allowances or other derivative instruments, financial indices or financial indicators for which physical or cash settlement may be made;

d) options, futures, swaps, forward contracts and any other derivative contracts relating to commodities for which settlement should be made or for which settlement may be made at the request of one of the parties in the event of default or other grounds for termination of the contract;

e) options, futures, swaps and any other commodity derivative contract that may be settled through physical delivery where they are traded on a regulated market, a multilateral trading facility (MTF) or an organized trading facility (OTF) ), with the exception of wholesale energy products traded on OTF that should be settled through physical delivery as determined in accordance with Article 5 of Delegated Regulation (EU) 2017/565;

f) options, futures, swaps, forward contracts and any other derivative contracts related to commodities that may be settled through physical delivery, other than those specified in item 6, which are not for commercial purposes and have the characteristics of other derivative financial instruments under Article 7, paragraphs 1, 2 and 4 of Delegated Regulation (EU) 2017/565;

g) derivative financial instruments for the transfer of credit risk;

h) contracts for differences;

i) futures options. swaps, forward interest rate agreements, and any other derivative contracts related to climate changes, freight rates or inflation rates or other official economic statistics for which settlement must or can be made at the request of one of the parties (except in the case of non-performance or other grounds for termination of the contract), as well as any other derivative contracts related to assets, rights, obligations, indices and indicators, other than those referred to in this Article that have the characteristics of other derivative financial instruments depending on whether they are traded on a regulated market, MTS or OTS determined in accordance with Article 7, Paragraph 3 and Article 8 of Delegated Regulation (EU) 2017/565;

(j) emission allowances consisting of any unit recognized as complying with Directive 2003/87 / EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61 / EC (Emissions Trading Scheme).

2.1. An option under subitems c) to i) is a derivative financial instrument that expresses the right to buy or sell a number of securities or other financial instruments at a pre-fixed price until the expiry of a certain period or a certain date.

2.2 A future under subitems c) to i) is a derivative financial instrument that expresses the right and obligation to buy or sell a certain number of securities or other financial instruments at a pre-fixed price on a certain date.

2.3. Contracts for differences under subitems  c) – d) is a derivative financial instrument that expresses the right to receive, the obligation to pay, respectively,  the difference between the market value of a certain number of securities or other financial instruments and their pre-fixed price in the contract.

Article 26. (1) By these General Terms and Conditions, the client shall be notified that investing in financial instruments under the preceding article poses risks. Seeking for higher returns from those instruments also implies a higher risk, including the risk of losing all the investment made.

(2) Each of those instruments described in Article 25 are more or less risk related. All instruments have market risk – the possibility of losses due to the change in price of the financial instrument and/or interest rate, the exchange rate and other factors that determine the value of the financial instrument, as well as liquidity risk that the investor may not have sufficient funds to meet their obligations when they become due and the inability to sell their assets at the right price and within a reasonable time. There may also be a systemic risk with each of the instruments – the risk of one participant in the settlement being unable to fulfill their obligations, causing other participants to be unable to fulfill their obligations on time. Foreign currency denominated instruments have currency risk – the risk of any change in the value of the respective currency and a deterioration of the currency regime in the respective country. In addition, each instrument has specific risks. Shares carry the risk of: lowering their price in the future; the risk that they may be completely or partly converted into cash purchased shares; the risk of not obtaining a liquidation share in the eventual dissolution of the company; the risk of the company being deregistered as a public company or the investor omitting, if it does not monitor the market, a tender. Government securities are generally much less risky, but they may also pose a risk of deterioration of macroeconomic conditions in the country, preventing it from meeting its obligations in relation to debt securities issued by it. For bonds, risk is related to the structure and financial condition of the bond issuer, and the more these indicators deteriorate, the more the risk for the bond is. The risk inherent in units in a collective investment scheme is related to the risk profile of the collective investment scheme, to poor investment management and to all other risks inherent in the instruments in which that scheme has invested investors’ money. In the case of options, the buyer is at risk of losing the premium paid If they fail to do so exercise the option and for the seller there is unlimited risk. There is also a basis risk of fluctuations in the base for derivatives – options, futures, forward contracts, swaps – since their value depends on the value and dynamics of the underlying asset. On the other hand, leverage (this is the so-called leverage effect) can multiply the losses, because even small changes in the market price can lead to large variations in the price of the instrument, which causes the risk of losing the whole investment. Moreover, for these instruments there is a risk of default of the counterparty to the transaction, of its insolvency. There is also risk for the investor when as a result of transactions in financial instruments, they may incur financial and other additional liabilities, including contingent liabilities additional to the acquisition costs of the instruments. In margin trading, the risk arises from the ability to trade in funds in excess of the deposited amounts, as margin requirements for a deposited amount vary depending on the regulated market in which the financial instruments are traded, of the risk category under which the relevant instruments fall, of liquidity, especially in the case of contracts for differences as an instrument the leverage effect (explained above) or leverage can be significantly increased to levels about 10 times of the funds available, which leads to the risk of the investor not only losing the investment made, but even assuming additional unforeseen obligations.

Article 27. By these General Terms and Conditions, the II informs all its clients of the possibility, on their own initiative or on the initiative of the II, to be designated as professional or retail, as well as an eligible counterparty.

Article 28. (Amended by a resolution of the BD of 27.09.2018) The conditions and criteria by which a client is designated as professional or retail are the criteria established in the annex of the MFIA and the II’s policy for designating clients as professional/retail. Thus, pursuant to these General Terms and Conditions, the policy applied by the II and the criteria and conditions set out in the MFIA for designating clients as professional/retail:

1. Professional clients with respect to all investment services, activities and financial instruments are those who have the experience, knowledge and skills to make independent investment resolutions and properly evaluate the risks associated with investing and who meet the criteria under Section 1 of the Annex to § 1, Item 10 of the Markets in Financial Instruments Act, of the II’s policy, respectively.
2. A retail client is a client who is not designated as a professional client or as an eligible counterparty.

Article 29. (Amended by a resolution of the BD of 27.09.2018) Pursuant to these General Terms and Conditions, an eligible counterparty is an investment intermediary, a credit institution, an insurance company, a collective investment scheme, a management company, a pension company, a pension fund, other financial institutions licensed or regulated by European Union law and the Member States, national governments, public authorities involved in government debt management, central banks and international institutions, as well as third-country entities that apply requirements equivalent to those of the EU laws. Other persons may also be considered eligible counterparties if they meet the requirements set forth by Article 71 of Delegated Regulation (EU) 2017/565 requirements, including persons from third countries.

Article 30. (1) (Amended by a resolution of the BD of 27.09.2018) By these General Terms, and Conditions, clients categorized as professional are explicitly advised of their right to request a different definition, requesting, at their own request and discretion, a change in the contract terms in order to ensure a higher level of protection. The higher level of protection under the previous sentence means that the client will not be considered professional for the purposes of the regime applicable to the activity of the II and it is provided on the basis of a written agreement.

(2) (Amended by a resolution of the BD of 27.09.2018) By these General Terms and Conditions, a client who is categorized as a retail client is informed that, provided that they meet the criteria under Section II of the Annex to § 1, item 10 of the Markets in Financial Instruments Act, may request to be designated as professional client. In this case, the client is informed through these General Terms that when designating them as a professional client, the degree of their protection is limited, namely certain cases, obligations, requirements to the II, including to provide information that ensures a higher level of protection, apply only to retail clients, i.e. the II is not obliged to provide professional clients with that higher level of protection, which is typical for retail clients. The limited degree of protection of professional clients is also related to the fact that they are excluded from the investors’ protection system, of which the clients are informed in Article 17 of these General Terms and Conditions, and they are explicitly excluded from the circle of persons under Article 77, Paragraph 2 of the Public Offering of Securities Act /POSA/ (Article 77d, Paragraph 2, item 14 of the POSA).

(3) (Amended by a resolution of the BD of 27.09.2018) The clients of the investment intermediary categorized as professional shall be informed that they shall be required to notify the investment intermediary of any change in the data used as grounds for designating them as professional clients.

(4) (Amended by a resolution of the BD of 27.09.2018) 13 if in the course of the activity carried out by the II it finds that a client, designated as a professional, has ceased to meet the conditions set out in the MFIA and the II policy for designating clients as professional at their request, in which they are designated as professional clients, the investment intermediary shall take the necessary measures to apply a higher degree of protection to that client.

Article 31. (1) (Amended by a resolution of the BD of 27.09.2018) The clients are informed that when concluding transactions with or for eligible counterparties, the investment intermediary complies with the requirements of Article 71 of Delegated Regulation (EU) 2017/565. The II, when performing investment services under Article 6, Paragraph 2. Items 1, 2 and 3 of the MFIA may transact or conclude transactions with an eligible counterparty without complying with the requirements of under Article 70, Article 71, Paragraph 1, Articles 72, 73, 74, 77,78, 82, S4, 85. 86 and 87 of the MFIA in respect of the specific orders or the related ancillary service directly related to those orders.

(2) Any entity designated as eligible to meet the statutory requirements may expressly request not to be considered as such in whole or in particular.

(3) (Amended by a resolution of the BD of 27.09.2018) Pursuant to these General Terms and Conditions, the II may, either on its own initiative or at the request of the client:

1. designate as professional or retail a client that in other cases would be considered an eligible counterparty;
2. designate as retail a client that is considered a professional client within the meaning of these General Terms and Conditions.

(4) When a person designated as an eligible counterparty requests not to be treated as such and the II agrees, that person would be treated as a professional client, unless they have explicitly requested to be treated as a retail client.

Article 32. (1) The investment intermediary shall provide its retail clients and potential retail clients with the following information on charges and fees for transactions, as applicable:

1. total price to be paid by the client in connection with the financial instrument or the investment or ancillary service provided, including all considerations, commissions, fees and expenses, as well as any taxes payable through the investment intermediary: in case the exact price cannot be determined, the basis for its calculation should be specified in such a way that the client can verify and confirm it; the investment intermediary’s commissions shall be indicated on a case-by-case basis. The information referred to in the first sentence is contained in the II’s tariff for its standard commission fee applicable to different types of contracts with clients, as well as the type and amount of costs for the clients (fees payable to the respective execution venue – regulated market, multilateral trading system etc., settlement fees to a depositary institution), if they are not included in the consideration, as well as in a specific order executed as a result of a contract with the investment intermediary, in the periodic portfolio management reports, respectively.
2. when any portion of the total price under item 1 is to be paid in foreign currency or the equivalent of that currency, the payment currency, the exchange rate and the exchange costs shall be indicated;
3. By these GTC the client is informed that upon receipt of dividends, tax is withheld at source. The Client shall be informed of the possibility of other expenses, including taxes, related to transactions in financial instruments or investment services provided, which are not paid through the intermediary and are not imposed by the client.
4. (New by a resolution of the BD of 14.04.2016) The obligation under the preceding paragraphs shall not apply to units and shares of collective investment schemes if the II provides the client with the information contained in the prospectus under Article 69 of Directive 2009/65 / EC.

(2) According to the rules and methods of payment of the II set out in this article and paragraph of the General Terms and Conditions, the Client shall be informed that

1. The II requires from a client submitting an order for the purchase of financial instruments to provide them with funds needed to pay the transaction subject to the order upon submission of the order, unless the client certifies that they will fulfill their obligation to pay, as well as in other cases provided for in an ordinance.
2. If the rules existing at the execution venue where the transaction is to be concluded, provide from a transaction in which the payment of the financial instruments is not made simultaneously with their transfer, the II may not require payment from the buyer if the seller has expressly agreed in writing. This applies accordingly to other transfer transactions in financial instruments.
3. (Amended by a resolution of the BD of 30.01.2012 and amended by a resolution of the BD of 27.09.2018) The payment method can be deposing funds with the II in compliance with the requirements of the Cash Payment Restriction Act or by bank, in which case the II shall strictly adhere to the rules for safeguarding the client’s money, set out in Article 12 of these General Terms and Conditions and those of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

Article 33. (1) (Amended by a resolution of the BD of 27.09.2018) Pursuant to these General Terms and Conditions, retail clients or potential retail clients of the II are advised that funds and/or financial instruments provided to the intermediary may be kept only at the places and with third parties, which are indicated in Section 5 of these General Terms and Conditions. The client shall be informed that in case of bankruptcy of a person under Article 93, Paragraph 1, item 2 or 3 of the MFIA, when their money is kept in a joint account, they may suffer damages because the investment intermediary does not use a deposit guarantee. Pursuant to these General Terms and Conditions, the II shall be liable for the proper and diligent safekeeping of the deposited money and/or financial instrument and the results obtained of the transactions in compliance with the regulatory requirements and these General Terms and Conditions. In view of the specific role of the II on the capital market, it also bears administrative and criminal liability in accordance with the current regulatory framework in case of non-compliance with its obligation established by a regulation.

(2) Pursuant to these General Terms and Conditions, the II shall notify its retail clients or potential retail clients of the possibility of its financial instruments being kept in a joint account with a third party in so far as national law allows. The investment intermediary shall notify its retail clients or potential retail clients of cases where national law does not allow financial instruments of the client held by a third party to be separated from the financial instruments of that third party or of the investment intermediary. The risks to the client arising from the circumstances under the preceding sentences are related to the possibility of that person becoming insolvent or bankrupt, as well as in cases under the second sentence there is a risk that the third party will become liable to its creditors (if any) by the client’s financial instruments as well.

(3) The investment intermediary shall explicitly notify the client or potential client when the accounts containing its money and financial instruments are subject to, or will be subject to, the law of a non-member state. In this case, the client’s rights related to the financial instruments or cash under the first sentence may first differ due to the applicability of the law of a third country.

Article 34. (1) (Amended by a resolution of the BD of 30.03.2012) By these General Terms and Conditions, the II explicitly notifies the client of:

1. the existence of a security interest or lien on client’s funds or financial instruments for the investment intermediary.

-> The conditions under which a security interest arises or may arise in accordance with the regulatory requirements are the following: the client by their failure to act threatens the satisfaction of the II as a creditor, except in the case of such a right, the exercise of which depends on personal discretion of the client as a debtor, whereby the II has the right to be satisfied according to the regulatory requirements.

-> The conditions under which a lien arises or may arise are: The II has to have a claim on their client as a creditor resulting from the same legal relationship, of which their obligation arises as well, in which case the II may refuse to fulfill its obligation until the client has fulfilled their obligation. Another condition under which lien arises or may arise is when the due and payable claim of the II on the client related to the preservation or maintenance of their movable property or damages caused by it and that claim of the II originates from the same legal relationship as their obligation, and the II owns the movable property of the client and acts in good faith, the II has lien the property until it is satisfied. However, subject to the regulatory requirements, lien is not allowed if the client provides a proper security.

2. the right of set-off against the client’s money or financial instruments for the investment intermediary.

-> The conditions in which the right of set-off arises or may arise and the same is permissible, according to the regulatory requirements, are: the identities of the entities should be verified (the II and the client have claims on each other), the identity of the counterparties to be verified, and (monetary claim or homogeneous and replaceable items) and the claim is liquid and due and payable. In this case, each of the entities may offset their claim against their liability.

-> By these General Terms and Conditions, the client is deemed to have been explicitly informed that the II has or may have a right of set-off in respect of the client’s financial instruments or money by the II,  whereas the conditions under which that right arises are set out in the previous subparagraph of item 2.

that the depositary institution may have a security interest, lien or right of set-off against the client’s financial instruments or money,  when  this is applicable.

(2) Prior to entering into a transaction for financing securities with the subject of financial instruments held for the account of a retail client, or before using in any other way those financial instruments on its own account or for the account of another client, the II shall provide to the retail client, on a durable medium and within a reasonable time before the use of the financial instruments, clear, complete and accurate information about the obligations and responsibilities of the intermediary in relation to the use of the financial instruments, including the conditions for returning them and the associated risks.

SECTION VIII. RIGHTS AND OBLIGATIONS OF THE II

Article 35. (1) (Amended by a resolution of the BD of 30.01.2012, amended by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) The investment intermediary shall conclude the contract with the client and accept the documents related to only at a registered office, branch or office entered into the register in the one entered in the register under Article 30, Paragraph 1, item 2 of the Financial Supervision Commission Act, unless the contract is concluded in accordance with Paragraphs 4,5 and 6 of this Article. The contract referred to in the preceding sentence shall be concluded in writing.

(2) (New – by a resolution of the BD of 14.04.2016 and amended by a resolution of the BD of 27.09.2018) The client, their representative, respectively, signs the contract under Paragraph 1 in the presence of a proxy authorized by the II, after verifying the identity of the client or their representative, unless the contract is concluded under the procedure of the Electronic Document and Electronic Certification Services Act (EDECSA), where the identity verification is performed in accordance with the procedure established by Paragraph 6 below.

(3) (previous Paragraph 2 – amended by resolution of the BD of 14.04.2016) Upon conclusion of a contract, the II has the right on its own initiative (or at the request of the client) to designate it as professional or retail, under the conditions and subject to the requirements for which the client is informed in Article 27-31 of these General Terms and Conditions.

(4) (previous Paragraph 3, amended by a resolution of the BD of 14.04.2016 and amended by a resolution of the BD of 27.09.2018) When concluding a contract, the II fulfills the requirements of Article 13 of these General Terms and Conditions, and all requirements of the Markets in Financial Instruments Act and its implementing acts, and the applicable regulations with direct effect concerning the keeping on its records documents submitted by the client, their representative, respectively, including those on their identity.

(5) (new – by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) Conclusion of a contract under Paragraph 1 through a proxy is admissible only if the requirements of the Markets in Financial Instruments Act and its implementing acts are complied with, as well as the applicable regulations with direct effect on the evidence that the proxy must provide for their representative authority and the relevant declarations required from them.

(6) (new by a resolution of the BD of 30.01.2012 as amended and supplemented by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) A contract with a client a may be remotely concluded by exchanging electronic statements signed with electronic signature in accordance with Article 13 EDECSA. A contract under this paragraph may not be concluded through a proxy. In the cases referred to in this paragraph:

1. The II verifies the identity of the client, of their representative, respectively, through the documents provided by the clients according to the procedure under which the contract is concluded, including, but not limited to:

aI  a copy of an identity document, and for clients – legal entities –  also a copy of business registration documents containing details of incorporation and representation; and

b/ a document containing credit and/or debit card data issued by a credit institution meeting the requirements of Paragraph 7, item 2 of this article, and/or document certifying the charging or payment of a utility bill; the account holder, the account, respectively, should be specified in the documents referred to in the preceding sentence. Where the contract is concluded by qualified electronic signature, the requirement of this provision may not apply.

c/ the II has the right to request additional data and/or documents from the client.

2. The person who concludes the contract on the part of the II checks whether the requirements of the previous item are met.
3. The II retains all documentation and information related to the electronic statement under the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.
4. The provision of all necessary information from the client, as well as the provision of information from the client necessary for the assessment of the appropriate service, can be made by an electronic statement signed by the client with an electronic signature.
5. Where the contract is not concluded by using a qualified electronic signature, transfers of funds in connection with the receipt and provision of investment and ancillary services to the client shall be made only from and to a payment account of which the client is the holder maintained by a credit institution meeting the requirements of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

(7) (prev.  Paragraph 5, new by a resolution of the BD of 30.01.2012, amended and supplemented by resolution of 14.04.2016, amended by a resolution of the BD of 27.09.2018) The contract with the client may be concluded in absentia by exchanging the necessary documents signed by the parties, provided that the client is a holder of a bank account opened with a credit institution complying with the requirements of item 2 of this paragraph. The client, their representative, respectively, sends to the II the signed contract, a document in original form issued by the respective credit institution, that the client is a bank account holder and a certified copy of their identity document, and for clients – legal entities – a certified copy of business registration documents containing details of incorporation and representation authority. Certification is carried out by inscribing “True to the Original” and affixing a date and signature of the client. In the cases referred to in this paragraph, all requirements and restrictions laid down in the applicable legislation shall apply, including:

1. A contract under this paragraph may not be concluded through a proxy;
2. The bank account mentioned above must be opened with a credit institution licensed in a Member State of the European Union or a party to the Agreement on the European Economic Area. The issuing credit institution may also be based in a Member State of the Financial Action Task Force (FATF), the Asia/Pacific Group on Money Laundering (APG), and the Eurasian Group on Combating Money Laundering and financing of terrorism (EAG) or the Council of Europe’s Committee of Experts on the Evaluation of Anti-Money Laundering Measures and the Financing of Terrorism (MONEYVAL).
3. Transfers of funds in connection with the receipt and provision of investment and ancillary services from the client under a concluded contract shall be made only from and to a payment account kept by a credit institution under Item 2, of which the client is a holder.

(8) (previous Paragraph 6, new – by a resolution of the BD of 30.01.2012, amended and supplemented by resolution of 14.04.2016, amended by a resolution of the BD of 27.09.2018) The contract with the client can be remotely concluded by exchanging the necessary paper documents signed by the parties, provided that the client shall affix their signature in the presence of a notary that shall certify it. When concluding a contract under the previous sentence, the provision of all necessary information from the client in accordance with the General Terms and Conditions, as well as the provision of information from the client required for the evaluation of an appropriate service, may be carried out remotely by the client by signing the required documents before a notary subject to th the requirements of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

Article 36. (1) (Amended by a resolution of the BD of 27.09.2018) When providing investment advice or carrying out portfolio management, the investment intermediary shall require from the client or the potential client to information necessary to establish the material facts about the client and to give reasonable grounds for the intermediary to consider, taking into account the nature and scope of the service offered, that the transaction that will be recommended or concluded in portfolio management meets the following criteria:

1. meets the client’s investment objectives;
2. the client has the financial ability to bear all associated investment risks compatible with their investment objectives;
3. the client has the required experience and knowledge to understand the risks associated with the transaction or the management of their portfolio,

(2) (Amended by a resolution of the BD of 27.09.2018) Where in the cases under Paragraph 1 the Investment intermediary has not collected from the client the information required under the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect, it shall be obliged to meet the requirements provided for by law and the ordinance and it may not recommend the relevant investment services or financial instruments to the client or a potential client. When providing the information under Paragraph 1 to the client, the II shall be obliged to be guided by it in rendering its services to the client.

Article 37. (Amended by a resolution of the BD of 27.09.2018) Where an investment intermediary estimates whether an investment service other than investment advice and portfolio management is suitable for the client, it must establish whether the client has the necessary experience and knowledge to understand the risks associated with the product or investment service being offered or requested, by requiring from the client such part of the information which is appropriate in view of the client’s characteristics, the nature and scope of the services to be provided, and the types of products or transactions that are envisaged, including their complexity and associated risks. The II shall be guided by the information provided by its clients or potential clients, unless it knows or should have known that the information was inaccurate, incomplete, or out of date

Article 38. (1) The II accepts client orders in the ways of which the client is informed in Article 4 of these General Terms and Conditions. The II executes the orders of its clients in the best interest of the client and in strict compliance with the policy for execution of the clients’ orders, which it applies to its activity.

(2) The II executes client orders by

1. immediately and accurately recording and distributing orders for execution;
2. immediately executing identical client orders in the order of their receipt, unless the characteristics of the order or the prevailing market conditions make it impracticable or the client’s interests require otherwise;
3. informing the retail client of any objective difficulties that impede the proper execution of the orders as soon as they become known.

(3) (Amended by a resolution of the BD of 27.09.2018) The II may not execute orders of a client who has not given their prior consent to the policy followed by the II for executing client orders and submitting/transmitting orders. An investment intermediary may not execute a client’s order or a transaction on its own account by aggregating them with other client orders, unless the conditions of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect are met.

(4) (Amended by a resolution of the BD of 27.09.2018) In fulfillment of its obligations under Article 1, the II also complies with all other requirements, restrictions or prohibitions concerning both the execution of an order of a client and all other requirements, restrictions or prohibitions to its activity provided for in the Markets in Financial Instruments Act and its implementing acts, and the applicable regulations with direct effect, its policy for executing client orders and the rules of the respective execution venue of orders. In case of a conflict of interest, the II shall be obliged to apply the rules set out in its Policy for the Treatment of Conflicts of Interest, of which the client is informed in detail in these General Terms and Conditions.

Article 39. (1) The II may not assign the execution of investment and ancillary services for the account of a client to another intermediary, as well as the performance of important operational functions to a third party, if this will impede the implementation of effective internal control or the ability of the FSC to implement its supervisory functions.

(2) If the investment intermediary assigns the performance of investment or ancillary services for the account of a client to another intermediary, the II shall be obliged to provide it with all the information it has collected about the client and shall be liable for its completeness and accuracy, for the correctness of recommendations provided to the client (if such have been provided).

(3) (Amended by a resolution of the BD of 27.09.2018) In the cases under the preceding paragraph, other requirements of Article 83 of MFIA shall be applicable.

Article 40. When providing investment and ancillary services, the client shall be entitled to information about the type, periodicity and time period for submitting reports and confirmations to the client in connection with the investment services performed, of which scope, periodicity, time limits and content it informed in Section 4 of these General Terms and Conditions.

Article 41. The II shall be obliged to take measures to separate its funds and financial instruments from those of its clients and to hold and keep those of its clients, of which measures and keeping conditions the client is informed in details in section five of these General Terms and Conditions.

Article 42. (Amended by a resolution of the BD of 27.09.2018) The II shall be obliged to keep confidential its clients’ trade secrets in the course of its activities. It, the persons working under contract for it, respectively, may provide information on facts or circumstances concerning the balances and transactions of the accounts for financial instruments and clients’ money, as well as on the facts and circumstances constituting a trade secret in respect of clients only subject to the provisions of Article 90 et seq. of the MFIA.

Article 43. The investment intermediary, in the course of its activity, has security interest or lien on clients’ money or financial instruments for the investment intermediary; the right of set-off against clients’ money or financial instruments for the investment intermediary, whereas the client is informed of the conditions under which such right exists or may arise under Article 34 of these General Terms and Conditions.

Article 44. The investment intermediary shall, upon request of the client, provide them with information on the terms and conditions for compensation related to the existing investor compensation system, whereas it is informed of the existence, scope and guaranteed size of clients’ assets in Article 17 of these General Terms and Conditions.

Article 45. The II shall be entitled to remuneration (commission) for the services and activities performed by it as set forth in the II’s Tariff.

SECTION IX  RIGHTS AND OBLIGATIONS OF CLIENTS

Article 46. The client has the right to receive reports and confirmations in connection with the performed investment services, of which scope, periodicity, time limits and content of they are informed in Section 4 of these General Terms and Conditions.

Article 47. (1) The client has the right, on their own initiative, to be designated as a professional client if they meet the criteria for that, in accordance with these General Terms and Conditions and the policy applied by II for designating a client as professional.

(2) The Client has the right to request to be designated in a different manner, and they have been informed by these General Terms and Conditions of limitations of their protection after designating it in a different manner.

(3) Professional clients designated as such have the right to request to be differently designated, including the right of a professional client under Article 28, Paragraph 1 of these General Terms and Conditions to request a change in the contract terms in order to ensure a higher degree of protection. Clients are informed in detail in Articles 27-31 of these General Terms and Conditions of the conditions and requirements under the preceding sentence.

Article 48. Clients should provide the II with information about their financial capabilities, objectives, experience and willingness to take risks, both for their knowledge and experience, which is appropriate in view of the client’s characteristics, the nature and scope of the services to be provided, and the types of products or transactions envisaged, including their complexity and associated risks, of the of which content, conditions and under what services and what part of the information they have to provide they are informed in these General Terms and Conditions in “Rights and Obligations of the II” Section.

Article 49. (1) Orders from the client shall be submitted, accepted by the II, respectively,  in the manners established in these General Terms and Conditions, of which the client is informed in detail in Article 4 thereof. The Client has the right to receive a signed copy of the accepted order, unless it has been submitted in accordance with Article 4, Paragraph 1, items 3 and 4 of these General Terms and Conditions.

(2) The Client gives their prior consent to the policy for executing client orders followed by the II. If they fail to do so, Article 38(3), sentence one of the General Terms and Conditions shall apply.

(3) (Amended by a resolution of the BD of 27.09.2018) Clients shall be required to provide declarations required under the applicable law when submitting an order. If they fail to do so, their order will not be executed by the II.

Article 50. In case of a conflict of interest the client shall be entitled to the information under Article 24 of these General Terms and Conditions, if the case under this Article of the same occurs.

Article 51. A client submitting an order for the purchase of financial instruments should provide the investment intermediary with the funds required to pay for the transaction subject to the order, when submitting the order, unless the client certifies that they will fulfill their obligation to pay, as well as in other cases provided for in an ordinance, as well as to comply with other requirements established in Article 32, Paragraph 2 of the General Terms and Conditions.

Article 52. The Client shall be entitled to obtain the full benefit if the II has concluded and executed a transaction for the account of the client on terms more favorable than those established by the client.

Section X. SPECIAL ASPECTS OF PORTFOLIO MANAGEMENT

Article 53. (1) Pursuant to these General Terms and Conditions, portfolio management is management of client investment portfolios, which is carried at discretion of the II for each individual client and the investment portfolios involving one or more financial instruments. The management under the previous sentence shall be carried out on the basis of the contract under Article 35 of these General Terms and Conditions.

(2) In portfolio management referred to in the preceding subparagraph, in addition to the rules, information, rights and obligations established in the previous sections, the specific rules, information and rights and obligations set out in this section shall also apply.

Article 54. (Amended by a resolution of the BD of 27.09.2018) When managing a portfolio, the II must comply with the obligation to act in the best interests of the client, as in the case when it submits orders for execution of another person on its resolutions to trade in financial instruments for the account of its clients, and in the event that it executes these orders, in compliance with the requirements laid down in the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

Article 55. (1) (Amended by a resolution of the BD of 27.09.2018) In rendering the portfolio management service, the II provides each client with a periodic report for the type, content, periodicity and other conditions of which the client is informed in Article 7 of these General Terms and Conditions.

(2) Where the investment intermediary manages an individual client portfolio, the intermediary applies an appropriate method of valuation and comparison as a standard benchmark, depending on the client’s investment objectives and the types of financial instruments included in the client portfolio, in such a manner that the client using the service, will be able to evaluate the performance of the service by the investment intermediary. The method of the previous sentence is agreed individually.

(3) By these General Terms and Conditions, the client is informed that the methods used to evaluate and compare financial instruments in the portfolio are as follows:

1. at a market price (price on a regulated market or multilateral trading system) for the respective instrument, a transaction is executed in the relevant instrument included in the portfolio on a regulated market or multilateral trading system:
2. at a bid price on a regulated market or multilateral trading system;
3. at the closing price of the regulated market where the financial instrument is traded, the multilateral trading system, respectively;
4. at a purchase price set by a market maker for the respective instrument, if any at the time of the valuation. The method is only used if applicable.
5. at a fair price if the instruments have no price under items 1 and 2;
6. for foreign currency-denominated instruments – at the price of the method selected above in the currency in which the respective financial instrument is issued recalculated using the BNB exchange rate.

The portfolio valuation includes all financial instruments contained in the portfolio at the time of carrying out the valuation, including all paid management expenses, as well as the cash balance compared to the same indicators determined at the beginning of the reporting period (previous month, every six months), depending on the cases under Paragraph 4, item 1, second sentence below.

(4) (Amended by the Board of Directors on 27.09.2018) In cases where the investment intermediary offers a retail client or a potential retail client a portfolio management service, the intermediary shall provide the client with the following information, where applicable:

1. information on the method and frequency of valuation of financial instruments in the client’s portfolio. The method of the preceding sentence is the one specified in Paragraph 2.
2. details of any delegation of management of all or part of the financial instruments and/or money in the client’s portfolio – the client is notified in case of delegation;
3. the benchmark against which the results of portfolio management will be compared if, according to an agreement between the II and the client indicates such, is the growth of the official market index of the regulated market in Bulgaria – SOFIX.

3.1. data on the benchmark under Item 3.1 – the index represents the ratio between the amount of market capitalization adjusted by the free-float of the companies included in it as at the current day and the amount of market capitalization adjusted by the free-float of the same companies from the previous day.

3.2. characteristics of the benchmark under item 3.1 – the index includes the most liquid issues traded on the regulated market that meet the following conditions: they should have been traded on the stock exchange for at least 3 months; they should have a market capitalization of at least BGN 50,000,000; the shareholders should not be less than 500; the turnover realized with the issue in the last year should be at least BGN 5,000,000; the free-float rate should be equal to at least 10 percent of the amount of the issue and the number of transactions executed in shares of the issue in the last one year should not be less than 1000.

4. the types of financial instruments that may be included in the client’s portfolio and the types of transactions that may be concluded in them, including any restrictions.

4.1. Financial instruments that may be included in the client’s portfolio are one or more financial instruments referred to in Article 25 of these General Terms and Conditions, and all transactions permitted by the law – purchase, sale, exchange – may be executed in them.

4.2. When performing management actions, the II shall meet the restrictions imposed by the client (e.g. the explicit exclusion of a specific instrument from a portfolio or a transaction, e.g. exchange), as well as restrictions related to the information provided by the client about its financial capabilities to assume all associated investment risks, limitations related to the client’s investment objectives, with the period of time in which the client wishes to hold the investment; limitations related to the client’s risk profile and their preferences regarding the risk assumed and the objectives of the investment.

5. The objectives of management, the level of risk contained in the assessment of the portfolio manager, and any specific limitations of that assessment. The client is informed that the objectives of management are to preserve the funds invested by the client and realize profitability, the level of which depends on the level of risk in the judgment of the portfolio manager. That assessment is formed on the basis of the limitations explicitly stated by the client and the circumstances and information provided by the client referred to in Item 4, including the investment objectives stated by the client, as well as the information provided by the client regarding their financial capabilities, experience, and knowledge.

Article 56. In managing a portfolio, the II shall require and the client shall be obliged to provide the information under Article 36 of these General Terms and Conditions. In case that the client under the previous sentence is professional, the Investment intermediary may assume that with respect to the products, transactions and services for which they are designated as a professional client, they have the necessary experience and knowledge to understand the risks associated with managing their portfolio.

SECTION XI. SPECIAL ASPECTS OF CARRYING OUT ACTIVITIES AS A REGISTERED AGENT

Article 57. (1) (Supplemented by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) The II carries out activities as a registered agent on the basis of a written contract with the client subject to the requirements of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

(2) (Amended by a resolution of the BD of 27.09.2018) The transferor and the transferee of the financial instruments in the cases below may be represented before the II as a registered agent by persons expressly authorized by a notarized power of attorney in compliance with the requirements of the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect.

Article 58. (Amended by a resolution of the BD of 27.09.2018) The Investment intermediary as a registered agent refuses to sign a contract with the client and to accept documents for carrying out registrations, if any of the circumstances under the Markets in Financial Instruments Act and its implementing acts, as well as the applicable regulations with direct effect, prohibit the execution of such a service.

Article 59 (1) For its activities as a registered agent, the II shall collect fees according to a tariff set by it. The tariff shall be displayed in a prominent and accessible place in the premises where clients are received.

(2) (Amended by a resolution of the BD of 27.09.2018) At the request of the seller and with the consent of the buyer in the purchase and sale of dematerialized financial instruments, the amount representing the sale price of the transaction shall be deposited with an II – registered agent until the transaction is registered with the Central Depository. The II shall notify the parties to the transaction of that opportunity.

(3) (Amended by a resolution of the BD of 27.09.2018) The II shall disclose information about the transactions under this section according to the procedure for disclosing the transactions concluded by it provided for in Regulation 1287/2006 / EC.

Article 60. (Supplemented by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) Chapters two, three and four, with the exception of the provisions on ways to conclude a contract with a client, shall not apply to persons using the services of the investment intermediary solely as a registered agent.

SECTION XI A.  SPECIAL ASPECTS OF CARRYING ACTIVITIES THROUGH AN ELECTRONIC TRADING PLATFORM  

(New – by a resolution of the BD of 04.01.2014, revoked by a resolution of the BD of 13.05.2015, new by a resolution of the BD of 27.09.2018)

Article 60a. The company enables its clients to trade in contracts for differences, including currency and derivatives the underlying asset of which includes commodities, shares and indices through an electronic trading platform.

(2) (amended with resolution of the BD on 09.10.2020, 18.02.2022 and from 15.02.2024) Trading is carried out through an electronic trading platform, located on  www.rs-prime.com.

(3) In relationship with clients in the course of conducting business through an electronic trading platform under the preceding subparagraphs, in addition to the rules, information, rights and obligations of the parties established in the previous sections, the specific rules, information and rights and obligations set out in this section shall apply.

Article 60b. (1) In order to be traded through the platform and to enjoy its functions, it is necessary to conclude a contract with Ever Financial AD The contract shall be concluded in accordance with Article 35 of these General Terms and Conditions. Upon conclusion of the contract, the client receives a username and password providing them access to the electronic platform under this section.

(2) The Client shall not be entitled to transfer funds into the accounts of the investment intermediary before the conditions under the preceding paragraphs are fulfilled.

(3) By this section, all information that the II shall be required to provide during the execution of a contract with its client under the General Terms and Conditions and the MFIA and its implementing acts will be provided by electronic means of communication, including by the website of the II and/or the platform referred to in Paragraph 1.

Article 60c. By this section, the client orders are accepted by the II, an II accepting orders from clients, respectively, when the contract under Article 60b is concluded with the latter and is implemented by the II through the electronic trading platform.

(2) Clients have direct access to the platform and can submit their orders via web, computer and/or mobile applications that ensure its reliable identification. The platform registers them as clients of the II based on that. When accepting an order, the person who accepts the order verifies the identity of the client or their representative. Identity verification and identification are performed using a username and password. The investment intermediary may also resort to additional means of verifying the identity of the client / representative at its discretion.

(3) Clients’ orders through the offered trading platform are executed as soon as the market reaches the price indicated in the order. The client’s order is always completely executed – always the entire volume stated in the client’s order is fulfilled when the market reaches the price indicated in the order, i.e. the electronic trading platform does not allow partial execution of the order. The client’s order under this section shall never, under any conditions or circumstances, be aggregated with other client orders (whether they are of clients of the II or transactions on the II’s own account. For each of the transactions executed in performance of a client’s order under this section, the II acts as a counterparty, regardless of the type of client’s order – buy or sell.

(4) The types of orders are specified in the specific contract with the client.

(5) By this section, the clients are informed that any stated change in the components (shares) of an index or in its calculation method is reflected in the value of the index and the futures on that index. The above changes lead to a change in the opening price on the next day, which is different from the closing price on the previous day. If this difference exceeds 0.1%, the client is informed that when they (the client) have an open position in the index or in the futures on the index, the whole difference will be accordingly reflected (added or deducted) in their account with the II for the purpose of neutralization of the effect of the stated change in the index components.

(6) Disputes arising in connection with the execution / non-execution of orders under this section shall be referred by the clients to the II.

Article 60d. (1) By this section, the clients are informed and agree that the electronic trading platform is a software where technical defects, technical failures and other technical malfunctions related to the way of functioning may occur leading to delay or failure of orders.

(2) In the event of a circumstance under the preceding paragraph, the client should immediately contact the II and take no action before doing so in respect of orders submitted by them or open positions.

(3) In case of incorrect execution / non-execution of a client order as a result of a technical malfunction in the platform, the II, another II received the order, respectively, shall perform verification and evaluation of the concluded/not concluded transaction and gives its opinion to the client within 3 days through the platform or other means of communication (email, telephone) whether it accepts the transaction as final or invalid.

(4) In the case of the preceding paragraphs, the II shall be liable for damages suffered by the client. Liability arises provided that the following conditions cumulatively occur:

1. there is a damage due to malfunctioning of the software on the electronic platform caused by the fault of an employee of the II or technical problems which the latter could have prevented, and
2. the order is executed at a price which is significantly different from the market price. A price significantly different from the market price within the meaning of the preceding sentence is a price that differs by at least 3 times of the spread of the relevant financial instrument from the prices of at least three leading world brokers and banks. In this case, the II shall undertake actions to remedy the error (by reversing or reimbursing the funds to the client’s account up to the amount of the damage suffered).

(5) The client shall be informed and agrees that the II shall not be liable for damages suffered by the client if the malfunctioning of the software and the communications used is caused by external factors or the same is caused by third party interference in the platform software or the communications used, other programs affecting the functioning of the electronic platform, respectively. The II shall not be liable for any damages suffered by the client if the client breaches or does not fulfill the technical requirements for using the platform or gives to third parties their username and password allowing them access to the platform. Discharging of liability under the preceding sentences is limited only to the actions of third parties, which the II was not able to prevent.

(6) The II shall be liable if, due to the fault of an employee of the respective company, the client suffers damages in connection with the services provided through the electronic platform, and the liability shall be up to the amount of the damages suffered.

(7) The II shall not be liable for any damages suffered by the clients if this is the result of a technical failure of the ISPs and hosting centers used by the company, as these are circumstances that are independent of the intermediary and it Is not able to prevent them.

(8) The II shall not be liable for any damages suffered by the clients if this is the result of: incomplete/inaccurate submission of the client’s order, interruption of the client’s connection to the Internet or failure of other means of communication used by the client, technical problems of technical means used by the client or hardware and software problems on the client’s computer.

Article 60e. (1) By this section, clients shall be explicitly informed that when providing information to the client through the electronic trading platform under this section regarding graphics, current information about the condition of an asset or market in which it is traded, calendar, news, analyzes, training materials (including video training), market sentiments, technical indicators, and any such information, this is not a recommendation to execute / not to execute transactions.

(2) By this section, the clients shall be informed and agree that the information under Paragraph 1 is for information purposes only and is provided with a view to improving the quality of service to the client in terms of raising their awareness, but it cannot be considered by the client as an investment advice or recommendation. Clients are aware and accept that the II is not responsible, or can guarantee the accuracy and completeness of such information and analyzes, and it only provides access to such information.

Article 60f. (1) By this section, the clients are informed that the quotations of certain assets to which they have access through the electronic trading platform may be Since the quotations provided through the electronic trading platform under this section are formed using quotations of many foreign investment intermediaries and banks, which are received through the DDE protocol, errors in quotations can occur as a result of delays or technical errors in obtaining the necessary information, which makes the quotations incorrect (erroneous). Quotation errors are established by comparing the quotations from the platform to quotations of at least three of the world’s leading brokers and banks.

(2) If in the case under Paragraph 1 it is established that there is a clear factual error in a particular quotation, the II shall have the right to cancel the transaction entered into using the respective incorrect quotation resulting either in profit or loss for the client no later than 2 days after entering into the transaction. If the cancellation is made after the period referred to in the previous sentence, the II shall be liable for the damages suffered by the client as a result of the cancellation (if any in the specific case), and shall be obliged to compensate the client to the extent of the damage suffered.

(3) The II shall be liable (including within the two-day period provided for in paragraph 2) for the damages suffered by the client (if any in the specific case) up to the amount of the damage suffered as a result of any error in the quotations which could have been prevented as a result of the due care or is caused by the fault  of employees of the II, including in case that the error is caused by: defects in the software of the electronic platform or automated process; entered wrong price under Paragraph 1.

(4) By this section, the client is informed and agrees that the electronic platform, the II giving access to the client’s platform, respectively, may not provide quotations at certain times, provided that there are temporary technical difficulties or circumstances under which transactions cannot be carried out on a given market and hence the inability to form quotations originates. In this case, the II shall not be liable for any damages suffered by the client.

(5) By these General Terms and Conditions, the clients are informed in advance that in the assessment whether the liability under Article 60d, Paragraph 4 arises and errors under Paragraph 1 of this Article exist, in view of the fact that there is a price significantly different from the market price, the company will check and compare the quotation (price) of the respective financial instrument traded on the electronic platform using the quotations (prices) of three world brokers.

Article 60g. (1) By this section, the clients shall be informed and agree that they should maintain at any time the appropriate level of a guarantee amount set out on the website of the electronic platform and/or the website of the II.

(2) By this section, the client is aware and agrees that they shall be obliged to independently monitor compliance with the requirements for the amount of the margin and to refund it immediately when it falls below that amount.

(3) If, despite the requirements of the preceding paragraphs, the client allows a shortage of a guarantee amount under this section (the total amount of funds in the client’s account falls below the level of the minimum required guarantee amount, insofar as required for the respective instrument), the II shall immediately notify the client of the shortage through the electronic trading platform, which gives them access to the status of their account and by automatically generating a message  to the client’s email.

(4) In view of the foregoing paragraphs, the client unconditionally agrees that from the moment of receipt of the information under the previous paragraph, the II shall close the positions opened by the client at current market prices without informing them in advance in order to prevent the client from incurring losses exceeding the client’s deposited funds in their account. In accordance with this section, the client agrees to the price levels of the transactions for closing the positions. Closed positions are immediately notified to the client via the electronic trading platform, which gives them access to their account status and by automatically generating a message to the client’s email.

(5) The case referred to in Paragraph 4 occurs when the shortage reaches more than 70% of the respective required guarantee amount by simultaneously closing all positions opened by the client.

(6) The procedure under Paragraphs 4 and 5 in case of a shortage of the guarantee amount is automatically set in the electronic trading platform and shall be carried out without human intervention and without the possibility of subjective attitude or dishonest behavior on the part of employees of the respective company that committed the act.

(7) The procedure under Paragraphs 4 and 5 shall be undertaken to prevent the client from accumulating large losses that would result in a negative balance of their account. Thereby the client avoids assuming additional obligations larger than the amount of cash in their account with the II (the risk of trading in derivative instruments and contracts for differences is explained in detail in Article 26 of these General Terms and Conditions).

SECTION XII CONTRACTUAL RELATIONSHIP

Article 61. (1) Contracts with clients under these General Terms and Conditions shall be concluded for an indefinite period or for a definite one, which shall be agreed in the specific contract with the client.

(2) (Amended by a resolution of the BD of 14.04.2016) The contract under Paragraph shall contain identification data of the persons who conclude it, the capacity in which the person representing the investment intermediary acts, the date and place of conclusion and the General Terms and Conditions accepted by the client at the moment of conclusion, the fundamental rights and obligations of the parties and the information which the intermediary shall be obliged to provide.

(3) (Amended by a resolution of the BD of 30.01.2012) Any change shall be made with the explicit written consent of the parties given in accordance with Article 35 of the General Terms and Conditions, and shall enter into force within a period agreed by the parties.

(4) (New by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 27.09.2018) ) The II cannot enter into the contract with a client, if there is a prohibition for doing so within the meaning of the Markets in Financial Instruments Act and its implementing acts, and the applicable regulations with direct effect.

Article 62. (1) The conditions and cases of termination of the contracts with clients shall be agreed in the specific contracts, if not explicitly mentioned in these General Terms and Conditions.

(2) After termination of the contractual relationship with the client, relationship shall be settled in the manner described below. The client shall be obliged to pay all commissions and expenses to the II, if there are unpaid ones by them, and to provide within 5 days from termination of the contract, if they have not done so, the sub-account of another person, where they wish the financial instruments to be transferred to them, a bank account to which funds will be transferred to them, respectively, if such is kept with the investment intermediary. The II shall be obliged to transfer clients’ financial instruments to a depositary institution, in accordance with the rules of the depositary institution, to  a subaccount of another person, to transfer funds to the client, respectively, if any, provided that the client has indicated so in advance or, upon termination of the contract under the previous sentence, a sub-account of another person, a bank account, respectively. The transfer shall be made within 10 business days from the termination of the contract, if the other person / bank account is specified in advance, or from the expiration of the 5-day term from the termination of the contract, in which the client was obliged to indicate the other person/ a bank account or, upon termination of the contract, a sub-account of another person to which the financial instruments should be transferred to them, the II shall be obliged to transfer the client’s financial instruments to a depositary institution, in accordance with the rules of the depositary institution, to a personal account of the client, including by opening a new account. Provided that the client has not specified in advance or upon termination of the contract or within 5 days of termination of the contract their bank account to which the funds, if any are kept with the investment intermediary, should be transferred to them; they will be transferred to a personal account of the client opened for that purpose with a bank designated by the intermediary, licensed by the BNB under the current legislation. The transfer under the previous two sentences shall be made within 10 business days from termination of the contract, respectively, within 10 business days of the expiry of the 5-day term of the termination of the contract in which the client was obliged to indicate their bank account. Upon termination of the contractual relationship, the investment intermediary shall not accept or execute orders under the terminated contract.

Section  XIII. REMUNERATION

Article 63. (1) The intermediary shall be obliged to provide to each client its applicable tariff of standard commissions and fees for the different types of services rendered by it. The tariff (together with the General Terms and Conditions) shall be placed in a prominent and accessible place in the premises where clients are received.

(2) The investment intermediary’s Tariff shall be amended and supplemented by its management body.

Article 64. The client shall be obliged to pay the investment intermediary a remuneration for the service rendered by it in accordance with the tariff specified above.

Article 65. In the case of intermediation, the investment intermediary shall be entitled to remuneration from both parties to the transaction.

Article 66. Non-cash payment of the remuneration to the II is considered to have been made at the moment when the bank account of the investment intermediary is credited.

SECTION XIV. METHODS FOR PRUDENT AND FAIR SETTLEMENT OF DISPUTES

Article 67. (1) Pursuant to these General Terms and Conditions, in the event of any conflict between the investment intermediary and its client regarding the interpretation or performance of the contract, they shall be settled on the basis of the principles of good faith and fairness by mutual agreement between the parties.

(2) (Repealed by a resolution of the BD of 09.08.2017)

(3) Pursuant to these General Terms and Conditions, the parties may also settle their disputes under Article 67 through a mediation procedure, provided that it is expressly agreed in the specific contract.

(4) (Amended by a resolution of the BD of 09.08.2017) Issues on which the parties fail to reach an amicable settlement shall be referred to the court having jurisdiction under the Code of Civil Procedure.

These General Terms and Conditions were adopted by a resolution of the BD of Ever Financial AD of 30.10.2007 and were amended by resolutions of the Board of Directors of 30.01.2012, 30.03.2012 and 04.01.2014, as amended and supplemented by resolution as per minutes of 17.02.2014 and 10.04.2014, amended by a resolution of the BD as per minutes of 13.05.2015, amended and supplemented by a resolution of the BD of 14.04.2016, amended by a resolution of the BD of 09.08.2017, amended by a resolution of the BD of 27.09.2018, amended by a resolution of the BD of 31.01.2020, amended by a resolution of the BD of 09.10.2020 and further amended by a resolution of the BD from 18.02.2022, 24.08.2022 and from 15.02.2024.