Terms of Service
Last Updated on 31 August 2020
Please read these Terms of Service carefully before using the website.
1.1. These Terms of Business (these “Terms”) together with your completed and signed Confidential Client Fact Find (the “CCFF”, collectively with these Terms referred to as the “Agreement”) govern the legal relationship between you (hereinafter, the “Client”) and MZ Investment Services Ltd (hereafter referred to as the “MZI”) in respect of the services MZI provides to the Client.
1.2. The Client should read the Terms, and any document referred to herein very carefully. If there is anything that the Client does not understand the Client should discuss this matter with his/ her contact within MZI and seek the necessary clarification.
1.3. MZI’s registered office is at 61 St. Rita Street Rabat RBT 1523 Malta MZI’s business office is located at 55 MZ House St Rita Street Rabat RBT 1523 Malta and may be contacted on +356 2145 3739 or +356 2145 9058.
1.4. MZI may communicate with the Client by electronic mail unless otherwise instructed by the Client. Documents sent by electronic mail (whether or not containing confidential information) will not be encrypted unless specifically requested by the Client in writing. Following such request, MZI and the Client shall agree and implement mutually acceptable encryption standards and protocols. MZI’s ‘E-mail Consent Form’ outlines the risks related to use of e-mail for communication purposes.
1.5. MZI reserves the right to monitor or access any or all e-mails sent to it.
1.6. Communication between Clients and MZI will be made in the English language, unless agreed by mutual agreement between both parties. In the event of discrepancy between the terms of this agreement and any other communication, the terms of these Terms will prevail.
1.7. These Terms cover the provision by MZI of the following services:
• Investment Advisory Services;
• Discretionary Portfolio Management Services;
• Reception & Transmission of Orders;
• Execution of Orders;
• Placement of Instruments without a Firm Commitment Basis; and
• Nominee Services.
(each a “Service” and collectively referred to as the “Services”)
1.8. The Terms contain important information regarding the way in which MZI will provide the Services to the Client and the Client’s legal position.
1.9. MZI will provide the Client with a copy of these Terms and the most recent CCFF upon request.
2.1 The Client represents and warrants to MZI that:
• the Client has authority to enter into the Agreement; and
• any information which the Client has provided or may provide to MZI is complete, up-to date and correct in all respects;
• in the event that any of the information supplied by the Client ceases to remain complete, up-to date and correct in any respect, the Client shall provide MZI with such revised and updated information without delay; and
• the Client is the beneficial owner (or if the Client is a trustee, the legal owner) of any investment and cash subject to these Terms and will indemnify MZI against all claims or demands made by any person in relation thereto.
2.2 The Client confirms that whenever the Client instructs MZI to buy, sell or hold investments:
• the Client shall not grant, without prior written agreement with MZI, a charge, hypothec, pledge or create any security interest whatsoever over such investments; and
• the Client shall not, without prior written agreement with MZI, sell, dispose of, deal with or give anyone else any rights over the investments while they are held by MZI as nominee holder.
2.3 By agreeing to these Terms the Client is authorising MZI to deduct or withhold any sum, which MZI is required or liable to deduct or withhold under the law or practice of any revenue authority in any relevant jurisdiction.
2.4 The Client represents and warrants that he/she is in compliance with and shall comply at all times with any applicable law including Maltese tax and exchange control laws and regulations. The Client further represents and warrants that any foreign currency which forms the subject of the Agreement is money which has lawfully been invested out of Malta and that any necessary authorisations in this respect have been obtained.
3.1 MZI’s is regulated by the Malta Financial Services Authority (the “MFSA”). The address of the MFSA is: “Malta Financial Services Authority, Triq L-Imdina, Zone 1, Central Business District, CBD 1010, Malta.”
3.2 MZI is licensed by the MFSA under the Investment Services Act 1994 (Chapter 370, Laws of Malta) and holds a Category 2 Investment Services Licence. MZI provides investment services business in accordance with its licence. The link to the MFSA’s financial services register is: <https://www.mfsa.mt/financial-services-register>.
3.3 MZI will provide the Services in accordance with applicable laws, directives, regulations, implementing measures, bye-laws, licence conditions, guidelines, exchange requirements, customs, usages and other provisions or market practices (the “Rules”) to which MZI may be subject from time to time.
3.4 If any conflict arises between the Terms and the Rules, the latter shall prevail.
3.5 MZI may provide other services which are not regulated and which do not require a licence by the MFSA to its clients.
4.1 MZI shall categorise Clients into one of the following three categories: -
• Retail Clients;
• Professional Clients; or
• Eligible Counterparties.
4.2 The level of protection offered and due to each Client depends on the category assigned to each Client. Different levels of regulatory protection are afforded to Clients within each category. Retail Clients are offered a greater degree of regulatory protection. Professional Clients and Eligible Counterparties are considered to be more experienced, knowledgeable and able to assess their own risk, and are afforded a lower degree of regulatory protection. The Client’s categorisation will be identified in the CCFF. Should the Client classification change, MZI will inform the Client accordingly.
4.3 The Client may also request (in writing) MZI to change the category in which he/she has been classified. This change may have an effect on the level of protection afforded to the Client. MZI reserves the right to accept or refuse any such request for change in classification.
4.4 The Client agrees to advise MZI in writing of any material changes in the information provided to MZI which may affect Client categorisation or advice given to the Client in this respect.
4.5 MZI may bring about or enter into transactions with Eligible Counterparties in respect of one or more Services without being obliged to comply with obligations under the Rules and, in this respect, these Terms shall apply accordingly.
Discretionary Portfolio Management Services
5.1 Following the completion of an asset management mandate agreement, the Client will grant full discretionary powers to MZI to manage a portfolio of financial instruments without seeking the Client’s prior approval in advance of each transaction. MZI will agree an investment strategy that will be consistent, as applicable, with the Client’s: (a) investment objectives and risk tolerance; (b) financial situation; and (c) knowledge and experience.
Information about the investment objectives, risk tolerance, investment policy, investment limits and restrictions shall be discussed with the Client separately and will be agreed upon, with the Client, prior to the provision of the discretionary portfolio management services. MZI shall undertake a suitability assessment in accordance with the applicable laws and regulations.
The discretionary portfolio management services may be provided as a standalone service or in conjunction with nominee services. Further details regarding the latter scenario is set out under the section “Nominee Services” below.
5.2 MZI shall, where applicable, provide discretionary portfolio management services to the Client for the investment and reinvestment of Client’s money and instruments as well as on the acquisition and disposal of investment for the purposes of achieving the investment objective. MZI shall manage the assets of the Client with a view to achieving the Client’s stated investment objective. The Client shall be informed through a durable medium(s) of the type of instruments that may be purchased and/ or sold on behalf of the Client, the type of transactions that may be undertaken on behalf of the Client and any prohibitions in relation thereto.
5.3 The Client agrees to provide MZI with information in relation to his/ her investment objectives, financial situation, knowledge and experience in connection with the specific investment services and products.
5.4 If MZI determines that, from the information provided by the Client, it does not possess sufficient information to be able to provide discretionary management to such Client, MZI shall refrain from providing such service.
5.5 Where the Client has been classified as a Professional Client, MZI is only obliged to ensure that the product or service requested meets the Client’s investment objectives and that the Client is able to financially bear any related investment risks consistent with his investment objectives
5.6 MZI shall maintain full and detailed records of all assets and transactions carried out on the Client’s behalf.
Investment Advisory Services
5.7 MZI shall, where applicable, provide investment advisory services to its Clients suitable to them to achieve their investment objectives. The investment advice will be provided on a non-independent basis and the Client will be informed separately of the type and nature of any restrictions that may apply, if any, in this respect.
5.8 MZI will provide the Client with a periodic assessment of the suitability of the financial instrument(s) recommended to that Client at least on annual basis.
5.9 MZI will retain a record of all investment advice given to the specific clients.
5.10 The Client agrees to provide MZI with information regarding his/ her investment objectives, financial situation, knowledge and experience in relation to specific investment services and products.
5.11 If MZI determines that, from the information provided by the Client, it does not possess sufficient information to be able to provide investment advice to such Client, MZI shall refrain from providing such service.
5.12 Where the Client has been classified as a Professional Client, MZI is only obliged to ensure that the product or service requested meets the Client’s investment objectives.
Reception & Transmission of Orders / Execution of Orders
5.13 MZI shall, where applicable, (i) receive orders from the Client and transmit the orders to a third party for execution and/or (ii) execute the orders on behalf of the Client. MZI shall not give any investment advice as to the suitability of that investment. MZI shall be under no duty to monitor, review or advise the Client on any investment made. MZI shall however keep records of the transactions made and inform the Client in accordance with the Rules on the transaction executed on the Client’s behalf.
5.14 MZI shall, where applicable, provide the above services following an assessment as to whether the product or service is appropriate to the Client.
5.15 In order to be in a position to evaluate whether the product or is appropriate, the Client agrees to provide MZI with information regarding his/ her knowledge and experience in relation to specific products or services.
Placement of Instruments without a Firm Commitment Basis
5.16 MZI may, occasionally, be engaged to market newly-issued securities or securities which are already in issue (but not listed), including equities and/or bonds, to one or more Clients. In accordance with the nature of this type of investment service, MZI will not assume the risk of guaranteeing the sale of the securities by purchasing the said securities from the Client.
5.17 Certain instruments acquired by MZI for and on behalf of the Client may be held in the name of MZI as nominee for and on behalf of the Client. MZI offers this service in order to expedite and facilitate Clients’ acquisitions and/or subscriptions to instruments, consequently the Client should note that in the event that he opts out of this service in relation to a particular transaction the order might take longer to process. In the event that the Client opts out of this service the Client will be responsible for the custody arrangements and MZI will accept no liability for the negligence or other default of such third party nominee or custodian as applicable.
6.1 Prior to the undertaking any Service other than discretionary portfolio management services and investment advisory services, MZI shall, where applicable, conduct an appropriateness test. Based on the information provided by the Client, MZI shall determine whether the product or service requested by the Client is appropriate based on the knowledge and experience of the Client. Where the product or service requested by the Client is deemed inappropriate, MZI shall issue a warning to the Client. Such warning shall be issued in writing.
6.2 If based on the information provided, MZI believes it has insufficient information to assess the appropriateness of the product/ service for the Client, MZI shall inform the Client that MZI is not in a position to assess appropriateness.
6.3 If the Client is categorised as a Professional Client, MZI is entitled to assume that, in relation to the products and services for which it has been so classified, the Client has the necessary level of experience and knowledge to understand the risks involved in the transaction. Accordingly, an appropriateness test will not be required here.
6.4 With regard to the reception & transmission of orders and execution of orders by MZI, it is important to note that, if a Client requests, at his/her own initiative, a transaction without investment advice, which transaction is in relation to non-complex instruments, (“Execution Only Service”) MZI is not required to assess the appropriateness of the investment service or product requested by the Client. As a result, when providing Execution Only Services, MZI is not required to assess the knowledge and experience of the client in respect of the product or service being requested.
6.5 Where the provision of the reception & transmission of orders or execution of orders by MZI relates to complex instruments or is a transaction in non-complex instruments which was not requested at the initiative of the Client (“Non-Advised Execution Services”), MZI is required to assess the appropriateness of the investment service or product requested by the Client. As a result, when providing Non-Advised Execution Services, MZI is required to assess the knowledge and experience of the client in respect of the product or service being requested and to warn the client in the event that the client does not: (a) possess sufficient knowledge and experience in respect of the product or service being requested or (b) provide MZI sufficient information in respect of his knowledge and experience.
6.6 When providing discretionary portfolio management services and investment advisory services, MZI shall conduct a suitability assessment. MZI needs to establish that the product / service requested: (a) meets the objectives of the Client (including his/her risk tolerance); (b) is such that the Client is able to financially bear any related investment risks and losses consistent with his/ her investment objectives; and (c) is such that the Client has the necessary experience and knowledge to understand the risks involved.
6.7 In the case of joint account holders, the joint account holders shall identify a person to act as their representative. The representative of the joint account holders shall have the power to submit instructions to MZI on behalf of such other account holder/s. In such case, MZI shall assess the investment objectives, risk tolerance and financial situation of each natural person (each being a joint account holder), and the knowledge and experience of the duly authorised representative.
In the event that MZI discovers material discrepancies between the financial situations, investment objectives and risk tolerances of two or more natural persons, and/or where the parties involved have difficulties in deciding the basis on which the financial situation, investment objectives and risk tolerance should be determined for the purpose of the assessment, MZI shall adopt a prudent approach and focus on the natural person with the weakest financial situation, and/or the most conservative investment objective or risk tolerance.
6.8 Where the Client is a legal persons or other body not necessarily possessing distinct legal personality, the Client shall identify an individual as legal representative or attorney thereof. The representative shall possess the power to submit instructions to MZI on behalf such legal person or other body. In such case, MZI shall assess the investment objectives, risk tolerance and financial situation of the legal person or other body, and the knowledge and experience of the duly authorised representative of the legal person or other body.
6.9 Where MZI is providing discretionary portfolio management services to a Client which has been classified as a Professional Client, MZI is only obliged to ensure that the product/ service requested: (a) meets the Client’s investment objectives (including the risk tolerance); and (b) that the Client is able to financially bear any related investment risks and losses consistent with his/ her investment objectives.
6.10 Where MZI is providing investment advisory services to a Professional Client, MZI shall be entitled to assume that the Client (a) is able financially to bear any related investment risks and losses and (b) has the necessary experience and knowledge to understand the risks relating to the product and service involved. Accordingly, MZI will only need to establish that the product/ service meets the objectives of the Client (including his/ her risk tolerance).
6.11 In order to be in a position to evaluate such suitability, the Client agrees to provide MZI with information regarding his/her investment objectives, financial situation, knowledge and experience in relation to specific investment services and products, as applicable.
6.12 If MZI determines that, from the information provided by the Client, it does not possess sufficient information to be able to provide the relevant service to such Client, MZI shall refrain from providing such investment advisory and/ or discretionary portfolio management services. MZI may nonetheless provide the Client with Execution Only Services and/ or Non-Advised Execution Services.
6.13 In the case of investment advisory services, Retail Clients will be provided with a suitability report specifying how the proposed advice meets the circumstances of the Client. For portfolio management services, the suitability report will form part of the periodic reporting to the Retail Client.
6.14 Where MZI provides investment, advisory services recommending a package of services or products bundled pursuant to the Rules, MZI shall ensure that the overall bundled package is suitable.
7.1 Both the Client and MZI acknowledge that an investment transaction facilitated by MZI is not deemed to be a loan and the Client’s money and Client’s assets have not been given on the sole condition of returning as much of the same kind and quality.
7.2 MZI shall exercise due care and diligence in the discharge of its duties and shall carry out its duties in accordance with applicable laws, regulations, bye-laws, licence conditions, guidelines, exchange requirements, customs, usages and other provisions or market practices to which MZI may be subject from time to time.
7.3 The Client may give instructions to undertake transactions either in writing, over the telephone, by e-mail (subject to completion of MZI E-Mail Consent Form) or facsimile. Transactions, orders or queries undertaken through the telephone. E-Mail and facsimile will be effected in a prompt and timely fashion and to the extent possible, in the order in which they were received.
7.4 Telephone orders need to be followed up with written instructions via electronic mail or by facsimile. In giving written instruction, the Client is authorising MZI to draw up an order confirmation form based on the transaction communicated over the telephone or facsimile. MZI will not assume liability for any errors if the client fails to provide written instructions via electronic mail or by facsimile.
7.5 MZI shall be indemnified by the Client against all actions, proceedings or claims which may be incurred or sustained from the execution of the order/s taken over the telephone or by facsimile irrespective of the whether the official confirmation order relevant to that transaction was signed or otherwise by the Client.
7.6 MZI shall send the Client a contract note or confirmation in respect of each trade effected on behalf of the Client. The Client agrees to review each contract note or confirmation received and to notify MZI of any errors, omissions or objections within fifteen (15) days from the date of the contract note or confirmation. Following the lapse of fifteen (15) days from the date of the contract note or confirmation MZI shall treat any entries or balances therein as final, conclusive and binding.
7.7 The Client agrees that payments made for any transactions executed by MZI are to be settled within the period stipulated in the contract note or relevant documentation. Any failure to meet these obligations within the allowed time frame shall not to be borne as a liability by MZI. MZI bears the right to immediately dispose of any unpaid investments of which any differences emanating from this are to be paid up by the Client.
7.8 The Client has the right to inspect the contract notes, vouchers and entries in MZI’s books or computerised records relating to his/ her transactions. These records are retained for a period of at least ten (10) years.
7.9 MZI may combine the Client’s order(s) with order(s) of other Client(s) provided that such aggregation does not operate to the disadvantage of the Client.
7.10 The Client agrees that MZI may, at its discretion, record any telephone conservations or electronic communications between the Client and MZI that result or may result in transactions. These records shall be provided to the Client upon request and shall be kept for a period of five (5) years and, where requested by the MFSA, for a period of up to seven (7) years. The period of time for the retention of a record shall begin on the date when the record is created.
7.11 MZI shall not incur any liability whatsoever by reason of acting on any such client instructions or for any error in such client’s instructions and the Client shall indemnify and hold harmless MZI from any loss, cost, damage or expense it may suffer or incur by relying on such client instructions, whether received by letter, telephone, facsimile or other electronic transmission (including electronic mail) or in such other manner as MZI may determine from time to time, and which MZI, in its absolute discretion, has reason to believe to be genuine.
7.12 The Client understands that MZI shall not be held liable as a result of any change in market conditions between the date of the Client’s instructions and the execution thereof by MZI.
8.1 Subject to any specific instructions which may be given by the Client, when executing, placing or transmitting orders on the Client’s behalf, MZI will take all sufficient steps to obtain the best possible result for its Client which shall be determined in terms of total consideration (represented by the price of the financial instrument and the costs related to the execution of the transaction).
8.2 Other best execution factors such as speed, the likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order may also be applied by MZI but only in so far as they are relevant to provide the Client with the best result in terms of total consideration.
8.3 A summary of MZI’s best execution policy is enclosed as Annex 1 to these Terms. By agreeing to these Terms, the Client consents to the Best Execution Policy of MZI.
9.1 Where investments are held under Nominee with a third party, MZI shall inform the Client of this fact and shall adequately warn the Client of any potential resulting risks.
9.2 MZI may also hold monies belonging to the Client in a “Clients’ Bank Account” opened with various central banks, credit institutions, banks authorised in third countries or qualifying money market funds in accordance with the Rules. The Client agrees that MZI shall have no responsibility to credit interest on the Clients’ monies held with MZI.
9.3 MZI has in place adequate arrangements for handling and accounting for the Client’s monies and that such monies will at all times be separated from MZI’s monies. MZI shall, upon receipt, promptly place any Client’s monies with a credit institution/ securities depository.
9.4 MZI declares that it has in place adequate arrangements for the segregation of the Clients’ Bank Accounts from its own accounts.
9.5 MZI shall have no duty or responsibility as regards to voting in respect of any investments held by MZI as nominee as regards any subscription, conversion or other rights in respect thereof or as regards any merger, consolidation, reorganization, receivership, bankruptcy or insolvency proceedings, compromise or arrangement or the deposit of any Instruments in connection therewith or otherwise, or as regards any take-over bids, issuer bids, rights offerings or similar events, nor shall MZI be under any duty to investigate or participate therein or take any affirmative action in connection therewith, except in accordance with client instructions and upon such indemnity and provision for expenses as MZI may require.
Discretionary Portfolio Management Services
10.1 When providing portfolio management services, MZI shall provide Clients with a periodic report, in a durable medium, of the portfolio management activities carried out on behalf of a Client and the performance of the portfolio during that reporting period (unless such a statement is provided by another person). These reports shall include, where applicable, the costs associated with any transactions and services undertaken on behalf of the Client.
10.2 The report referred to above shall include, where relevant, any further information set out in the Rules and shall be provided at least on a quarterly basis, except:
• in cases where the Client has access to an online system which qualifies as a durable medium and MZI has evidence that the Client has accessed a valuation of his portfolio at least once during the relevant quarter, MZI will not need to provide a quarterly report;
• in cases where the Client elects to receive information about executed transactions on a transaction-by-transaction basis as set out directly below, the periodic report must be provided at least once every twelve (12) months; and
• with leveraged portfolios, the periodic report must be provided at least once a month.
10.3 MZI shall, in cases where the Client elects to receive information about executed transactions on a transaction-by-transaction basis, provide promptly to the Client, on the execution of a transaction by MZI, the essential information concerning that transaction in a durable medium.
10.4 When providing portfolio management services, MZI will inform the Client where the overall value of the portfolio depreciates by 10% and thereafter at multiples of 10%. In this respect, the Client will be informed no later than by the end of the business day in which the threshold is exceeded or, where the threshold is exceeded on a non-business day, at the close of the next business day.
10.5 When providing portfolio management services to Retail Client with accounts that include positions in leveraged financial instruments or contingent liability transactions, MZI shall inform the Retail Client where the initial value of an instrument depreciates by 10% or multiples of 10%. Unless agreed otherwise with the Retail Client, MZI will report the above on an instrument-by-instrument basis and no later than by the end of the business day on which the threshold was exceeded or, where the threshold is exceeded on a non-business day, at the close of the next business day.
Reception & Transmission of Orders / Execution of Orders
10.6 When providing the execution of orders on behalf of a client, other than for portfolio management, MZI shall, as applicable, in respect of that order: (i) promptly provide the Client, in a durable medium, with the essential information concerning the execution of the order; and (ii) send a notice to the Client, in a durable medium with the information required in terms of the Rules, confirming execution of the order as soon as possible and no later than the first business day following execution or, where the confirmation is received by MZI from a third party, no later than the first business day following receipt of the confirmation from that third party. MZI shall also provide the Client, on request, with information about the status of the order.
10.7 When providing the service of reception & transmission of orders, MZI shall promptly provide the Client with the essential information concerning the order. MZI shall also send a contract note to the client confirming the execution of the order as soon as possible and no later than the first business day following execution or, where the confirmation is received by MZI from a third party, no later than the first business day following receipt of the confirmation from the third party. A contract note will not be provided to the Client where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the client by another person.
10.8 When holding Client’s money or assets, MZI will send a statement of the portfolio, in a durable medium including all information required in terms of the Rules, at least on a quarterly basis (unless such statement has been requested more frequently by the Client). This statement need not be provided where MZI provides Clients with access to an online system, which qualifies as a durable medium, where up-to-date statements of the Client’s money or assets may be easily accessed by the Client and MZI has evidence that the Client has accessed this statement at least once during the relevant quarter.
10.9 The Client agrees to promptly examine all statements and valuations received from MZI and each entry and balance recorded therein and to notify MZI of any errors, omissions or objections to any entries and balances in such statements or valuations, within thirty (30) days from each statement or valuation date (as the case may be), failing which MZI shall be entitled to treat such statements and valuations and any entries and balances therein as final, conclusive and binding.
10.10 Clients will be provided, in accordance with the Rules, with: (i) information on all costs and associated charges, including charges related to investment and ancillary services, the costs of advice and the costs of financial instruments; (ii) the method of payment; and (iii) details of third party-payments (as set out in further detail below). The costs and associated charges relating to the provision of the Services will be agreed with the Client prior to the initiation of the relationship with MZI. As far as possible, all costs and charges will be aggregated so the Client is in a position to understand the overall cost and the cumulative effect on the return of the investment. Information about costs and charges as aforesaid will be provided to the Client, as applicable, at least on annual basis post-sale in a separate tariff sheet (the “Tariff Sheet”).
10.11 The Tariff Sheet will also set out, if any, the fees, commissions and non-monetary benefits which MZI is entitled to receive, in accordance with the Rules, from third parties to enhance the quality of the Services.
10.12 MZI will, where applicable, pay fees, commissions and non-monetary benefits received from third parties to the Client. The Client will be informed accordingly of any such payments as part of the periodic reporting/ statements.
10.13 In relation to reporting and information to be provided to Eligible Counterparties, the Rules provide that Eligible Counterparties may ‘opt-out’ of receiving certain disclosures in different circumstances. In addition, MZI may agree with Eligible Counterparties different standards for the content and timing of reports/ statements than those required for Retail and Professional Clients
11.1 If the Client’s account is held jointly by more than one person then the obligations of each of the joint account holders, under these the Agreement shall be joint and several.
11.2 Unless MZI receives notice in writing to the contrary from any one of such joint account holders MZI is hereby authorised to communicate with and act on client instructions of, any one of the joint account holders and MZI shall have authority to act on any such client instructions, without notice to any one or more of the other joint account holders.
11.3 MZI is hereby authorised to send notices, confirmations, statements and communications of any kind to any one of the joint account holders and service of any demand, notice, confirmation, statement or any other communication of any kind shall be deemed to have been duly served on all joint account holders if served on any one joint account holder to the most recent address as appears on the records of MZI.
11.4 In the event of the death of one of the joint account holders, the surviving joint account holders agree to immediately provide MZI with written notice thereof. The death of any joint account holder will affect the rights and obligations of the surviving joint account holders which will be governed by the Civil Code (Chapter 16) of the Laws of Malta. MZI is authorised, prior to or after receipt of written notice of the death of one of the joint account holders, to take such steps or require such documentation or restrict trades or transactions relating to the joint account as MZI may deem prudent or advisable, at its absolute discretion.
11.5 The estate of any deceased joint account holder shall continue to be liable to MZI jointly and severally for any indebtedness or other liabilities in connection with the joint account.
12.1 MZI has a Conflicts of Interest Policy which sets out the effective organisational and administrative arrangements that have been put in place to identify, prevent, manage and monitor conflicts of interest that entail a material potential risk of damage to the interests of MZI and its Clients. MZI takes all appropriate steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of MZI and its Client.
12.2 It is understood that MZI or any director, officer or employee thereof may have an interest, relationship or arrangement that is material in relation to any trade effected on behalf of the Client and it is hereby agreed that any person so interested shall be entitled to retain any benefit or profit received and shall not be liable to account therefore to the Client by reason only of such conflict. MZI declares that it has in place adequate internal procedures to ensure that the Client is in all cases treated fairly and that risks of damage to client interests will be prevented.
12.3 MZI undertakes to bring to the Client’s attention the conflicts of interest referred above and any other conflicts of interest which may arise with regards to products promoted by MZI or the services provided by its related companies. In the provision of its services, MZI will seek to ensure that it always acts in the Client’s best interests.
12.4 MZI shall take the appropriate organizational measures to avoid conflicts of interest. When such measures are insufficient to exclude the occurrence of possible conflicts of interest, MZI must, as a last resort, inform the Client.
12.5 A summary of MZI’s conflicts of interest policy is enclosed as Annex 2 of the Terms. By agreeing to these Terms, the Client consents to the Conflicts of Interest Policy of MZI.
13.1 MZI is subject to the Prevention of Money Laundering laws and regulations in force in Malta. The obligations under the laws and regulations include inter alia the identification and verification of clients and the ultimate beneficial owners (where applicable), the retention of the relevant identification and verification documentation and transaction documentation and the reporting of transactions suspected of involving money laundering and funding of terrorism to the Financial Intelligence Analysis Unit in Malta. In this regard, MZI has established appropriate internal procedures to fulfil these obligations which it monitors on a regular basis
13.2 The Client is required to produce satisfactory evidence of identity and the source of funds to be invested and will be required to provide MZI with documents as part of the evidence being produced.
13.3 The Client represents and warrants that the monies and investments which form the subject of the Agreement and any future additions thereto have not originated and will not originate from activities or transactions which are a criminal offence in Malta or which, if carried out in Malta, would constitute such an offence or comprise property the receipt ownership or control of which would be such an offence.
14.1 The price of all investments can go up as well as down and an investor may not get back the amount invested and selling an investment in an inopportune moment may result in a loss.
14.2 Past performance is not indicative of fu¬ture performance. Investment markets are volatile in nature and it is important that any investment is viewed as long term in nature.
14.3 An investment may have a base currency other than the Clients’ base currency and thus carries with it an element of currency risk which can affect the value of any investment and the income generated therefrom, positively or negatively, including interest or dividend payments. In addition, upon the sale or maturity of the Client’s investment, the realisable value might be less than the initial outlay when exchanged in the Clients’ domestic currency.
14.4 An issuer of a debt instrument such as a bond may be unable to meet interest and/or principal payments in the future and consequently default on its principal or interest repayments. The longer the term to repayment of principal (maturity), the greater the credit risk.
Interest Rate Risk
14.5 The market value of a bond or other debt instrument may go up or down as a result of a variation in the interest rates.
14.6 The value of the Client's assets may be affected by uncertainties such as international political developments, changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries to which the asset is exposed.
14.7 Investments in certain assets may be subject to specific risks which may or may not effect a par¬ticular investment. These risks may include Liquidity risk, Country risk, Political risk and Counterparty risk. The exposure to these risks may change over the course of the investment period, and may affect the value of the Client’s investment.
14.8 The Client acknowledges that the risks involved and related to an investment are various and the risks referred to in the Terms constitute a non- exhaustive list.
14.9 The Client declares that he/ she has been provided with sufficient appropriate information to understand the nature and risk of the services being offered pursuant to these Terms.
15.1 The Client acknowledges that it is entirely the responsibility of the Client to inform himself/ herself as to any taxation which affects him/ her personally. These Terms or any other communication from MZI to the Client does not constitute and should not be considered as legal or tax advice. The Client is urged to seek professional advice as regards both Maltese and any foreign tax legislation applicable to any transaction relating to these Terms. MZI shall not be liable for any loss or damage incurred in connection with any tax consequences to the Client.
16.1 In the circumstance were a complaint arises, the Client shall inform MZI by visiting our offices or write to the attention of “The Compliance Officer, MZI Investment Services Ltd, 61, St. Rita Street, Rabat RBT 1532, Malta”. The Compliance Officer of MZI shall deal with Client’s complaints reasonably and promptly and in accordance with MZI’s internal complaint handling procedures. MZI commits that all complaints with be acknowledged and replied to within reasonable time. Details of the MZI’s complaint handling procedures are available upon request.
16.2 If your complaint is not ultimately handled to your satisfaction after being dealt with according with MZI’s internal complaint handling procedures, then you may subsequently refer your complaint: The Office of the Arbiter for Financial Services, First Floor, Pjazza San Kalċidonju, Floriana - FRN 1530, Malta.
16.3 Further information may be obtained through the official website: www.financialarbiter.org.mt, Freephone (local calls): 8007 2366 and Telephone: (+356) 2124 9245
17.1 The MZI is a member of the Investor Compensation Scheme in Malta. The Investor Compensation Scheme pays compensation, subject to certain limits, to eligible consumers if an authorised investment firm fails.
17.2 Further information may be obtained from http://www.compensationschemes.org.mt
18.1 The Client agrees to pay MZI, on demand, its applicable commissions and other fees (including, without limitation to the generality of the aforesaid, any performance and/or incentive fees) due in respect of the provision by MZI of any of the Services in accordance with MZI’s standard schedule of commissions and fees. MZI undertakes that all commissions and other fees payable to / charged by MZI shall be provided to the Client by means of a durable medium. Current “Schedule of Commissions and Fees” is hereby being attached. In instances where the amount cannot be ascertained, the method of calculating that amount will be clearly disclosed prior to providing the Service. MZI shall, in so far as practicable, notify the Client of any proposed changes in commissions and other fees in good time.
18.2 The Client also agrees to pay MZI, on demand, in addition to its commissions and/or fees, any duty, VAT or other tax whatsoever arising in respect of any of the Services provided. MZI shall not be required to give the Client prior notice of the imposition of, or variation in, any duty, VAT or other tax arising in respect of any of the Services.
19.1 Subject to the applicable laws and save where otherwise indicated in these Terms, MZI shall not be liable to the Client for any loss or damage incurred in connection with the subject matter of these Terms howsoever caused unless MZI’s conduct constituted fraud, wilful misconduct or gross negligence on its part or on the part of its agents, including the unjustifiable failure to perform in whole or in part its obligations (the “MZI’s Wrongful Acts”).
20.1 The Client undertakes to hold harmless and indemnify MZI against all actions, proceedings, claims, costs, demands and expenses (including all reasonable legal, professional and other expenses) incurred by MZI in relation to such actions, proceedings, claims, costs and demands which may be brought against or suffered or incurred by MZI by reason of its performance or non-performance of its functions or services under these Terms unless due to or caused by MZI’s Wrongful Acts.
21.1 MZI shall respect and protect the confidentiality of all information concerning the Client and shall not, without the Client’s prior consent, disclose any such information to a third party except in the proper performance of the Agreement or as required by law.
21.2 MZI maintains strict information security policies designed to prevent unauthorised access to the Client’s information. However the Client’s personal information may be shared with third parties in the course of providing a Service to the Client.
21.3 The Client shall have the right to require access to his/her personal data. In certain circumstances, the Client may request the revision of any inaccurate, incomplete or immaterial personal data.
22.1 The Client agrees to receive direct marketing material related to financial products.
22.2 The Client’s has a right to request MZI to refrain from sending any marketing material by informing MZI in writing.
23.1 MZI may amend any provision of the Terms provided that any material change which might give rise to an obligation on the part of MZI shall be notified to the Client in good time.
23.2 The Agreement may be terminated at any time by either party with immediate effect upon giving written notice to the other.
23.3 The termination of the Agreement shall be without prejudice to any other rights or remedies MZI may be entitled to hereunder or at law and shall not affect the coming into or the continuance in force of any provision of the Agreement which is expressly or by implication to come into effect or to continue in effect after such termination.
24.1 The provisions of the schedules attached hereto shall form part of these Terms and Agreement between MZI and Client.
25.1 The Agreement shall be governed by and construed in accordance with Maltese law and the parties hereto agree to submit to the non-exclusive jurisdiction of the Maltese courts.
MZI shall avoid Conflicts of Interests where this is possible. MZI, any connected entity, its directors and employees shall avoid placing themselves in a position whereby a conflict of interest with a client may arise. Directors and all officers are bound to inform the Compliance Officer if they feel a situation may give rise to a conflict of interest.
The Services provided by the Company to the Client in this Agreement are not to be deemed exclusive and the Company shall be free to render Services to other clients and to retain any benefit or profit received thereby.
MZI hereby brings to the clients’ attention that the company has been a Sponsor and Representative in Malta for Lloyds Investment Funds Limited, Lloyds Gilt Fund Limited and Lloyds Money Fund Limited since 1st July 2006.
MZI, its directors and employees shall avoid placing themselves in a situation where a conflict of interest arises. However it is understood that MZI or any director, officer or employee thereof may have an interest, relationship or arrangement that is material in relation to any trade effected on behalf of the Client and it is hereby agreed that any person so interested shall be entitled to retain any benefit or profit received and shall not be liable to account therefore to the Client by reason only of such conflict. MZI declares that it has in place adequate internal procedures to ensure that the Client is in all cases treated fairly and that risks of damage to client interests will be prevented.
The Company, any entity connected with MZI, its directors and employees may:
(i) trade as principal for the account of the Company or any connected company by selling or buying Instruments; or
(ii) have or hold a dealing position in the investment concerned or a related investment; or
(iii) receive payments or any other benefits for giving business to the form with which the clients’ order is placed; or
(iv) buy or sell units in a collective investment scheme on behalf of the Client when the Company, any entity within the MZI, any director, or employee thereof is the promoter, manager or advisor of the scheme (or a director, officer or employee of the promoter, manager, adviser or the scheme); or
(v) Trade or effect any transaction whatsoever in Instruments on behalf of the Client when the Company or any entity within MZI is involved in a new issue, rights issue, takeover or similar transaction concerning the said Instruments.
MZI hereby brings to the Client’s attention the conflicts of interest referred above and commits to disclose any other conflicts of interest which may arise with regards to products promoted by MZI or the services provided by its related companies. In the provision of its services, MZI will seek to ensure that it always acts in the Client’s best interests.
This policy has been drafted in line with the Markets in Financial Instruments Directive (MiFID) and this document is meant to provide you with the relevant information about MZI’s Order Execution Policy.
Orders shall be executed according to the Company’s Order Execution Policy in order to obtain the best possible results or “Best Execution” when executing orders for the client. The best possible results takes into account:
• likelihood of execution and settlement
• size and nature of the order
• market impact
• any other consideration directly related to the execution of the order or the transaction.
1. Execution Venues – MZI will execute the Client’s orders:
• Directly on a regulated market or a Recognised Investment Exchange
• Through third party / parties with whom an agreement is in place. MZI will satisfy itself that the best execution obligation is satisfied.
• Through Fund Management Companies with whom an agreement is in place. MZI will satisfy itself that the best execution obligation is satisfied.
MZI will endeavour to place orders with the third party that is most appropriate for the transaction in question, keeping in mind the commitment to obtain the best possible result when executing orders.
MZI may transmit an Order to a third party for execution on the client’s behalf, acting in the best interest of the client.
In circumstances where the client provides MZI with specific instruction on how an order may be executed, and if MZI has accepted, then that order will be executed in accordance to the instructions of the client. This circumstance may result in MZI not obtaining the best possible result in the execution of the order.
2. Execution of Client’s Order
Client orders must be executed fairly and promptly and in accordance with the time of their reception.
All orders relative to instruments of the same characteristics must be carried out sequentially, in the order that they were received by the MZI. Clients’ Money or Clients Instruments, if these are available, must be promptly and correctly delivered in settlement as promptly as possible. On sales/redemption of instruments, Clients Money must be made available to the client as promptly as possible, dependent on the day of settlement of the trade.
Client orders can only be aggregated if the client is not disadvantaged, in any way, by the aggregation.
For the purpose of executing orders on behalf of the Client in accordance with Terms of Business, the company is empowered to affect any trade or transaction in its own name and on its own behalf and that unless the Company shall be in receipt of cleared funds by settlement date the company shall not be required to transfer any instruments in the name and for the benefit of the Client.
Due to circumstances beyond control, MZI may execute orders in a method that differs from this policy but commits to execute orders on the best terms available to the company at the time, acting for the best interest of the clients.
MZI shall review this policy on a regular basis and keep clients updated of any material changes.