ICAP Terms of Business & Financial Regulation - ICAP.com

ICAP Terms of Business & Financial Regulation

ICAP Group
ICAP Compliance Contacts
ICAP Group Companies Regulated in the EU
ICAP Anti-Money Laundering/Financial Crime Policy Statement
ICAP Multilateral Trading Facility(MTF)- Market Identifier Code(MIC)
ICAP Execution and Order Handling Policy effective 22 September 2008
ICAP Execution Venues
ICAP Group Terms of Business EMEA & Asia effective 21 November 2008
ICAP Equities Terms of Business effective March 2009
ICAP Disclaimers
ICAP Conflicts of Interest Policy
ICAP Regulatory Factsheet for Fund and Portfolio Managers
Electronic Broking Data
Important Legal Notice Concerning the Receipt from ICAP of Pricing Data

ICAP Group

ICAP plc is the holding company of ICAP Group.

The majority of ICAP Group operating companies are licensed by financial services regulators in the jurisdictions they operate in around the world.

ICAP companies are licensed and regulated by the following authorities:

Europe

UK Financial Services Authority
Danish Finanstilsynet
German Bundesanstalt für Finanzdienstleistungsaufsicht
Polish Financial Services Commission

Africa

Reserve Bank of South Africa
Bond Exchange of South Africa

Americas

Chicago Mercantile Exchange/Chicago Board of Trade
Financial Industry Regulatory Authority
US National Futures Association
US Securities and Exchange Commission


Asia Pacific

Australian Securities and Investments Commission (ASIC)
Australian Stock Exchange (ASX)
China Banking Regulatory Commission (CBRC)
Financial Market Department of PBC (FMD) (China)
Shanghai Administration of Foreign Exchange (SAFC)
Hong Kong Monetary Authority
Securities and Futures Commission (SFC) (Hong Kong)
Securities and Exchange Board of Indiea (SEBI)
The National Stock Exchange of India Ltd (NSE)
Bank of Indonesia
Financial Service Agency (Japan)
Ministry of Strategy and Finance (MOSF) (South Korea)
Bank of Korea (BOK)
Financial Supervisory Commission (FSC) (South Korea)
Financial Supervisory Service (FSS) (South Korea)
Bank Negara Malaysia
Securities Commission (Malaysia)
The Securities Commission (New Zealand)
Securities and Exchange Commission (Philippines)
Monetary Authority of Singapore (MAS)
Central Bank of China
Ministry of Commerce (Thailand)
Securities and Exchange Commission (Thailand)

Back to top

ICAP Compliance Contacts

Europe, Middle East and Africa

General Counsel, Europe
ICAP
2 Broadgate
London
EC2M 7UR
United Kingdom

+44 (0)20 7000 5000

Americas

General Counsel, Americas
ICAP
Harborside Financial Center
1100 Plaza Five
12th Floor Jersey City
New Jersey 07311 4996
United States of America

+1 212 341 9900

Asia Pacific

General Counsel, Asia Pacific
ICAP (Hong Kong) Limited
29th floor, The Center
99 Queen's Road, Central
Hong Kong
China

+ 852 2532 0888

Back to top

ICAP Group Companies Regulated in the EU

The following firms are regulated by various EU regulators. These details might be useful to those wishing to carry out ‘Know Your Customer’ checks upon ICAP firms based in the EU only. For more information or assistance please contact newaccounts@icap.com

This information also satisfies certain requirements under FSA Rules regarding the European Directive.

The Financial Services Authority registration numbers given above are in the public domain and can easily be verified by using FSA’s register at: http://www.fsa.gov.uk/Pages/register/

Back to top

ICAP Anti-Money Laundering/Financial Crime Policy Statement

ICAP is committed to the prevention of financial crime such as money laundering and the funding of terrorist activity. Through risk-based internal procedures, policies, systems and controls, ICAP strives to ensure that high standards of crime prevention and awareness are maintained by its management and staff around the globe.

Back to top

ICAP Multilateral Trading Facility (MTF) – Market Identifier Code (MIC)

Back to top

ICAP Execution and Order Handling Policy effective 22 September 2008

This Policy applies to broker services provided to you by the regulated members of the ICAP Group referred to in our standard terms of business, as notified to you from time to time (“Broker”). This Policy should be read in conjunction with the Broker’s standard terms of business.

The Policy sets out the arrangements ICAP has put in place to meet its obligations under the Markets in Financial Instruments Directive (MiFID) to give best execution to Professional Clients and to comply with client order handling rules. MiFID’s best execution regime requires us to take all reasonable steps to obtain the best overall trading result for Customers, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to order execution whether we are executing orders, on behalf of Customers or placing orders with, or passing orders, to others for execution.

Introduction

When providing a brokerage service to you in relation to financial instruments (as set out in Annex 1), the Broker will take reasonable steps to achieve the best overall trading result for you. This means that the Broker will aim to provide “best execution” subject to and taking into account the nature of your orders, the prices available to the Broker in the market, the nature of the market in question and a reasonable assessment of any overlapping and conflicting execution factors (which are detailed below).

The Broker’s intention, so far as possible, is to exercise consistent standards and operate the same processes across all markets, clients and financial instruments in which the Broker operates. The Broker also intends to provide you and other market participants with access (where possible) to tradable prices on a non-discriminatory basis. However, the diversity in those markets and instruments, the Broker’s knowledge of your own trading intentions, and the kind of orders that you may place, mean that different factors will have to be taken into account in relation to any particular transaction.

Further details on the nature of the service the Broker, as an Inter-Dealer Broker (IDB), provides to its clients can be found at:

http://www.wmba.org.uk/execution_policy/annex_2.doc

Exemptions from the provision of Best Execution

Notwithstanding the intentions expressed above, the Broker does not undertake to provide “best execution” in the following circumstances:

Eligible Counterparties

• If you are classified as an Eligible Counterparty you will not be entitled to best execution under the UK Financial Services Authority (“FSA”), or equivalent EU rules. This is in line with Article 24 of MiFID which provides that the best execution obligation under Article 21 will not apply.

Market Practices

• In the wholesale over the counter (OTC) derivatives and bond markets (and, for the avoidance of doubt, this includes derivatives in Equities, Energy and Commodities) in which the Broker operates it is normal market practice for buyers and sellers to “shop around” by approaching several brokers/dealers for a quote. This market practice is recognised by the European Commission. In these circumstances there is no expectation between the parties that the broker/dealer chosen will owe best execution.

Unless you, as a sophisticated participant in the wholesale markets, advise us to the contrary we will assume that this is your normal trading behaviour.

Transactions arranged in a name-passing capacity

• Brokers acting in a name-passing capacity are receivers and transmitters of orders but in carrying out their activities they do not receive and transmit orders for execution. Where orders are not transmitted for execution, the requirement to provide best execution will not apply. For further details please refer to the WMBA guidance document titled, “The Role of the Name-Passing Broker” which can be found at:

http://www.wmba.org.uk/execution_policy/role_of_name_passing_broker.doc

Client Instructions

• Where you provide the Broker with a specific instruction in relation to your entire order, or any particular aspect of your order, including an instruction for your trade to be executed on a particular venue, the Broker will execute the order in accordance with your instructions. However, please note that in following your instructions, the Broker will be deemed to have taken all reasonable steps to provide the best possible result for you in respect of the order, or aspect of the order, covered by your specific instructions.

Note that when you give an offer, take a bid or place an order on a multilateral trading facility (MTF), the best execution provisions of MiFID will not apply to the operator of the MTF and these obligations will fall on the user of the system. Your order will be classified as a specific instruction and hence the best execution provisions of MiFID will not apply.

Clients

Except in exceptional circumstances, the Broker will only deal with Eligible Counterparties and Professional Clients as defined in MiFID and by the FSA.

Because the Broker always intends to handle orders and expressions of interest in an equitable and consistent manner, once a client is classified as an Eligible Counterparty for the purposes of a particular instrument, that client may not then elect to be re-classified for the purposes of any transaction of a type it customarily undertakes. Exceptional circumstances may be taken into account at the time, with the consent of the Broker (the Broker may decline to provide a service should a reclassification be requested).

Execution Venue

This Execution Policy sets out the venues on which the Broker will most regularly seek to execute your orders and which the Broker believes offer the best prospects for achieving the best possible results for you, taking into account the execution factors detailed below.

The Broker is able to transact trades on your behalf on any of the following execution venues:

• The Broker’s customer base in the OTC markets;
• Any MTF operated by the Broker or to which the Broker subscribes from time to time; and
• Various Exchanges to which the Broker has access and which are listed on the Broker’s website.

When selecting the venue on which to transact trades, the Broker will take reasonable measures to ensure that the selected venue obtains the best possible trading result for its clients, subject to the following factors:

• In the OTC markets in which the Broker operates it can only give clients visibility to prices that have been communicated to the Broker by other clients that operate in the same market. Accordingly any “best outcome” will solely be within these limits;
• The Broker will provide details of all tradable bids and offers (subject to the other matters referred to below);
• Time availability of prices – in many markets there are lulls and spikes in trading as negotiations align trading interests at different times and different parts of the curve. Accordingly the “last traded” price may not always be available or act as a reliable indicator of current price;
• The Broker cannot allow clients to trade in a market unless it is reasonably satisfied that the client (via an agent or otherwise) is operationally capable of settling the relevant trade;
• The Broker cannot control either the cost of credit (credit premium) or credit acceptance between its clients;
• Rates of brokerage will vary between clients, based on agreements and levels of activity.

Execution Factors

In the absence of express instructions from you, the Broker will exercise its own discretion in determining the factors that the Broker needs to take into account for the purpose of providing you with the best possible result.

These execution factors in the wholesale markets in which the Broker operates will include, but are not restricted to, the following:

• classification of the client;
• size, nature and characteristic of the order;
• likelihood and speed of execution;
• price and costs of execution; and
• exchange settled block trades, or positions larger than standard market size, may be crossed at a particular stage in the trading day, or kept anonymous to the majority of market participants; unless otherwise directed, the Broker will only show the price and size to parties that it believes may have an interest in executing or crossing such a position.

Monitoring and review

The Broker will monitor the effectiveness of its order execution arrangements and order execution policy in order to identify and, where appropriate, incorporate any amendments to procedures. The Broker will assess, on a regular basis, whether the execution venues included in the order execution policy provide for the best possible result for its clients or whether the Broker needs to make changes to its execution arrangements. The Broker will review its order execution arrangements and order execution policy at least annually or whenever a material change occurs that affects its ability to continue to obtain the best possible result for the execution of client orders on a consistent basis using the venues included in its order execution policy. The Broker will notify you of any material changes to its order execution arrangements or order execution policy as described above by posting the information on the Broker’s website.

No Fiduciary Relationship

The Broker’s commitment to provide you with “best execution” does not mean that it owes you any fiduciary responsibilities over and above the specific regulatory obligations placed upon it or as may be otherwise contracted between the Broker and yourself. You remain responsible for your own investment decisions and the Broker will not be responsible for any market or trading loss you suffer as a result of those decisions.

Compliance with Regulatory or Legal Restrictions on Short Selling of Financial and other Stocks

It is the Broker’s policy to seek at all times to comply with all relevant regulatory and legal restrictions associated with its broking services. However, by virtue of the nature of its intermediary role, it may need to rely on its customers’ representations to ensure that the brokered transaction is not in breach of any such restrictions. The Broker can accept no responsibility for the failure of any customer or connected party to comply with any legal or regulatory restrictions applicable to them.

In particular, in the light of the prohibitions and restrictions imposed by regulatory authorities in September 2008 on the short selling of certain financial and other stocks, in using the Broker’s broking services customers are deemed to represent at each relevant sell order that:

(a) the sale of any securities is not a prohibited short sale; and

(b) unless the customer states specifically to the contrary, the sale of any US equity securities is a covered sale for which it has the relevant unencumbered stock available for delivery on trade date.

To download a copy of the Financial Instruments As Defined by MiFID, please click here

Back to top

ICAP Execution Venues

The ICAP Execution and Order Handling Policy sets out the arrangements that ICAP has put in place to meet its obligations under the Markets in Financial Instruments Directive (MiFID) to provide professional clients with best execution within the liquidity pools available to it.

ICAP has access to the following Exchanges and external MTF’s:

Equities

Futures

· Amsterdam Exchange (AEX)

· Chicago Mercantile Exchange Group (CME/CBOT)

· EUREX AG (EUREX)

· Euronet-LIFFE London/Paris (LIFFE)

· European Energy Exchange (EEX)

· Hong Kong Futures Exchange (HKFE)

· ICE Futures Europe (ICE)

· International Maritime Exchange (IMAREX)

· New York Board of Trade (NYBOT)

· New York Mercantile Exchange (NYMEX)

· OMX London (OMX)

· Singapore International Mercantile Exchange (SIMEX)

· Spanish Financial Futures Market (MEFF)

· South African Futures Exchange (SAFEX)

· Sydney Futures Exchange (SFE)

· Tokyo International Financial Futures Exchange (TIFFE)

· Tokyo Stock Exchange (TSE)

Back to top

ICAP Terms of Business EMEA & Asia effective 21 November 2008

ICAP Terms of Business EMEA & Asia (PDF, 128KB)



Back to top

ICAP Disclaimers

For details of the ICAP conditions relevant to our business relationships, please click here.

Back to top

ICAP Business Conflicts of Interest Policy

Under FSA’s Principles for Businesses, Principle 8 requires a firm to “manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.” Under the Markets in Financial Instruments Directive (“MiFID”) ICAP is required to maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to identify, monitor and manage such conflicts of interest. The ICAP Group of companies has put in place a policy to meet this obligation and set out below is a summary of that policy and the key information that is needed by clients and counterparties (together “customers”) to understand the measures ICAP is taking to safeguard the interests of its customers.

ICAP’s Conflict of Interest Policy

ICAP seeks to:

· identify circumstances which may give rise to conflicts of interest entailing a material risk of damage to customers’ interests;

· establish appropriate mechanisms and systems to manage those conflicts; and

· maintain systems in an effort to prevent actual damage to customers’ interests through the identified conflicts.

What is a conflict of interest?

A conflict of interest under MiFID is a conflict that arises in any area of ICAP’s business in the course of providing its customers with a service which may benefit ICAP (or another customer for whom ICAP is acting) whilst potentially materially damaging another customer where ICAP owes a duty to the customer. There may be a conflict where ICAP (or anyone connected to ICAP including another ICAP affiliate):

· is likely to make a financial gain (or avoid a loss) at the expense of its customer;

· is interested in the outcome of the service provided to its customer where the interests of ICAP is distinct from that of the customer;

· has a financial or other incentive to favour the interests of one customer over another;

· carries on the same business as a customer;

· receives money, goods or services from a third party in relation to services provided to a customer other than standard fees or commissions.

ICAP has sought to identify conflicts of interest that exist in its business and has put in place measures it considers appropriate to the relevant conflict in an effort to monitor, manage and control the potential impact of those conflicts on its customers. The conflicts identified include:

· those between customers with competing interests;

· those between customers and ICAP where their respective interests in a particular outcome may be different; and

· those between the personal interests of staff of ICAP and the interests of ICAP or its customers where those interests may be different.

Policies and procedures

ICAP has adopted numerous internal policies and procedures, often set out in its Compliance Manual or in its procedures manuals, in order to manage recognised conflicts of interests. These policies and procedures will be subject to our normal monitoring and review processes and include:

(a) Integrity and Standards of Conduct

ICAP insists that in its dealings with customers its staff must use the highest standard of integrity in their actions at all times. The induction programme, Training & Competency procedures and monitoring programme at ICAP are designed to ensure that all relevant staff are familiar with and observe, inter alia, the FSA Principles for Businesses and the Statements of Principle and Code of Practice for Approved Persons.

(b) Customer Orders

In order to ensure as fair treatment as possible for customers, the ICAP Execution Policy requires ICAP to take all reasonable steps to achieve the best overall trading result for customers; to exercise consistent standards; and operate the same processes across all markets, clients and financial instruments in which it operates.

No undue preference should be given to any customer when trades are aggregated. Re-allocation to any individual customer may only be made to correct an error or to adjust an uneconomic initial allocation e.g. on a partial fill of an order

There may be occasions when customer orders may have a material affect on a relevant securities price. In order to ensure that a broker does not take advantage of the situation by dealing on his/her own account or encouraging a third party to deal, ICAP has a strict “no front running” policy.

In order to ensure a fair and orderly dealing environment within the market, ICAP further ensures that its staff comply with the revised Code of Market Conduct reflecting the provisions of the Market Abuse Directive, as well as the relevant FSA Rules, which aim to prevent insider trading, the misuse of information and market manipulation.

(c) Personal Account Dealing (“PAD”)

ICAP has a policy on Personal Account Dealing and the rules are signed off as understood by all relevant employees regardless of their position within the ICAP Group.

Staff may not deal the same way for personal account as a customer order or potential order before it is executed or where a customer’s interest could be adversely affected.

Relevant employees shall not deal in stock within 5 days of a research recommendation being published and in no circumstances where a client order is pending

Further, PAD procedures require relevant areas of the business to obtain pre-approval by the Compliance Department and all broking staff are required to report any investment activity to the Compliance Department

All staff are regularly reminded of the Personal Account Dealing rules through general all staff emails.

(d) Confidentiality and Information barriers

ICAP has put in place procedures to control or prevent the flow of information between ICAP business units and entities where the interests of customers of one business unit or entity may conflict with the interests of customers of another ICAP business unit or entity or with ICAP’s own interests. Further ICAP insists on strict customer confidentiality to ensure that information is disclosed only to those entitled to receive it or otherwise with the prior approval of the Compliance Department.

(e) Gilt IDB and Gilt Agency Desks

ICAP operates two Gilt desks; one operating as principal in the Inter-Dealer Broker (“IDB”) market under the rules of the London Stock Exchange amongst a closed user group comprising Gilt Edged Market Makers (“GEMMS”) and one acting as agent for customers off-exchange wishing to access the gilt market. GEMMS quote prices with the spread when trading vie the Gilt IDB desk and these details are not seen by non-GEMMS. A conflict of interest, potentially giving an unfair advantage to customers of the agency desk, may arise if the agency desk becomes aware of the prices and spreads quoted by the IDB desk.

In order to manage this conflict of interest, ICAP has ensured that the two desks: (a) operate under different legal entities; (b) use different systems to broadcast prices and book tickets, with neither desk having access to the other’s system; and (c ) are separated by Chinese walls on different floors of the building. Further staff are made aware of the potential conflict and informed of ICAP’s policy to ensure fair dealing.

(f) Local Authority Treasury Management

ICAP operates two desks servicing Local Authorities; one providing a treasury management advisory service in respect of debt management and one providing a broking service in moneymarket instruments. A conflict of interest may arise if the customer’s dealing strategy is passed to the broking desk.

In order to manage this conflict the two desks are located on separate floors of the building and staff are made aware of the potential conflict and reminded of ICAP’s independence policy to ensure far dealing

(g) Inducements to Employees from Customers

Staff are not allowed to accept gifts, entertainment or any other inducement from any person which might benefit one customer at the expense of other when conducting investment business. For example, where two customers give similar orders and one customer agrees to pay more commission, priority or better execution terms must not be granted to that customer’s order when it conflicts with obligations owed to the other customer.

ICAP staff are not allowed to place undue pressure upon customers to persuade the customer to trade through the firm to the extent that this might give rise to a conflict of interest between that customer and its own underlying customers

(h) Group Companies

Customers are to be informed of the relationship where the counterparty to the deal is another ICAP Group Company or where the services of another ICAP Group Company is recommended.

(i) Remuneration Policy

All relevant staff who are open to a conflict of interest are paid a basic salary including those in key support areas such as Compliance, Finance and Operations. This salary is not dependent on company performance. A bonus structure does exist which is linked to company performance, team performance or the individual’s performance. It is at the discretion of the senior management and notified only on payment.

(j) Separate supervision and segregation of function

Where appropriate, ICAP has arranged for the separate supervision of those carrying out functions for customers whose interests may conflict, or where the interests of customers and ICAP may conflict and has taken steps to prevent the simultaneous or sequential involvement of a relevant person in separate services or activities where such involvement may impair the proper management of conflicts of interest.

(k) Disclosure

As a last resort, where there is no other means of managing the conflict or where the measures in place do not, in the view of ICAP, sufficiently protect the interests of customers, the conflict of interest will be disclosed to customers to enable an informed decision to be made by the customer as to whether they wish to continue doing business with ICAP in that particular situation.

(l) Declining to Act

Finally, where ICAP considers it is not able to manage the conflict of interest in any other way it may decline to act for a customer.

Further copies of this Conflicts of Interest Policy is available on www.ICAP.com If you would like further detail regarding our policy please contact your ICAP contact advisor who will be happy to assist. Alternatively details may be obtained by contacting the Compliance Department on: +44 (0)20 7000 5794.

Back to top

ICAP Regulatory Factsheet for Fund and Portfolio Managers

Client Classification

Term of Business

A copy of ICAP’s Terms of Business is enclosed. A copy can also be found on ICAP’s website.

Acting as Agent

ICAP acknowledges that in dealing with us you are executing a client order as agent for that client and that all dealing instructions will be given by you, as agent, and all trades are settled by you as agent via your omnibus account. However, in accordance with the FSA rules, when ICAP provides you with investment services in respect of instruments covered by MiFID they will classify you as their client for regulatory purposes and will afford you the protections relevant to your classification as a Professional Client.

Conflicts of Interest

MiFID imposes new requirements for managing conflicts of interest and inducements. It also requires firms to: (a) maintain a record of all identified activities which entail a material risk of damage to a client’s interest; and (b) have a Conflicts of Interest policy.

As a result of these new requirements ICAP has reviewed its business activities and order handling policies. A summary of the conflicts it has identified together with the policies it adopts to manage the conflicts identified is enclosed. A copy can also be found on ICAP’s website.

Back to top

Electronic Broking Data

ICAP operates a number of ‘Multilateral trading facilities’ (alternative trading systems). Under relevant rules, and for some of our client-facing facilities, regulations require us to provide details of transactions for certain instruments conducted by UK/FSA regulated firms. Click here for details.

Back to top

Important Legal Notice Concerning the Receipt from ICAP of Pricing Data

If you, through whatever medium, receive non-live pricing data from ICAP which you use for revaluation, mark-to-market or any other similar purpose, you will be receiving the Data (the “Data”) subject to the following conditions, regardless of your regulatory classification.

Supply of Revaluation Data by Companies within the ICAP Group

1. ICAP shall send or make available the Data to you and/or your group companies by such method(s) from time to time and at such times as ICAP in its sole discretion decided or as ICAP from time to time otherwise aggress with you and/or your group companies.
   
2. The Data is for use by Eligible Counterparties and Professional Customers only and it is not intended for Retail Clients as defined by the rules of the Financial Services Authority.
   
3. Save as provided in Paragraph 9 below, you undertake to keep the Data confidential and not to disclose the Data or any part of it to any person (and for the purposes of this Agreement “person” shall include without limitation any individual, partnership, company or corporation), except that you may disclose the Data to your officers and employees and those of your group companies provided in each case that (i) you inform them of confidential nature of the Data; and (ii) you procure that they comply with the terms of this Clause 10 of the Agreement as if they were a party to this Agreement.
   
4. You and your group companies undertake not to use the Data or permit or suffer the same to be used for any purpose other than your or your group companies’ internal use. You undertake not to, and shall procure that your group companies shall not, sell, transfer or sub-licence the Data to any third party or permit or suffer the same to be sold, transferred or sub-licensed.
   
5. You undertake not to, and shall procure that your group companies shall not, disclose to any person the fact that ICAP is supplying the Data to you and/or your group companies without ICAP’s prior written consent.
   
6. You agree that the Data belongs to, and is the intellectual property of, ICAP, its group companies and/or its and their respective licensors.
   
7. You acknowledge that the Data is not intended to be relied upon as authoritative or taken in substitution for the exercise of judgement and that it is not, and should not be construed as, an offer, bid or solicitation in relation to any financial instrument. You further acknowledge that the Data is obtained from sources believed to be reliable and may also be based on opinions, estimates, projections and extrapolations constituting ICAP’s judgement (including that of its relevant group companies and/or their respective licensors). ICAP and its group companies do not guarantee, and expressly disclaim and liability for, and make no representations or warranties, whether express or implied, as to the Data’s currency, accuracy, timeliness, completeness or fitness for any particular purpose. ICAP and its group companies accept no liability whatsoever for any loss (including, but not limited to, any direct, indirect or consequential loss, whether or not such loss is foreseeable and whether or not ICAP has been appraised of the use to which the Data will be put) howsoever arising from the Data’s use, the timeliness or its delivery or its failure to be delivered at all.
   
8. You agree that damages would not be adequate remedy for any breach of this Agreement and that ICAP may be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. ICAP and each of its relevant group companies shall be entitled to enforce the terms of this Agreement against you and/or your group companies.
   
9. Your obligations under paragraph 3 (and those of your group companies) shall not apply to the extent that disclosure of the Data is required to be made as a result of a subpoena, requirement or official request from any competent judicial, administrative, legislative or regulatory or self-regulatory authority or body; provided, however, that unless prohibited by court order you shall provide advance notice to ICAP of the intended disclosure of the Data in order to allow ICAP an opportunity to object to the disclosure of the Data.
   
10. For the purposes of this Clause 10, “you” shall include a reference to yourself as well as all or any of your group companies who directly or indirectly receive data from time to time (on whose behalf you shall be deemed to contract). “ICAP” means this Company and/or and other operating subsidiary of ICAP plc supplying Data.

Back to top