Provisional translation for your reference only
INTERACTIVE BROKERS SECURITIES JAPAN, INC CUSTOMER AGREEMENT
- Customer Agreement: This Agreement ("Agreement") governs the relationship between Customer and Interactive Brokers Securities Japan, Inc ("IBSJ"). If this Agreement varies from the IBSJ website, this Agreement controls. This Agreement cannot be amended or waived except in writing by an IBSJ officer. Customer Service employees cannot amend or waive any part of this Agreement. Customer acknowledges that IBSJ may modify this Agreement by sending notice of the revised Agreement by e-mail or upon Customer log-in. Customer's use of IBSJ after such notice constitutes acceptance of the revised Agreement.
- No Investment, Tax or Trading Advice: IBSJ representatives are not authorized to provide
investment, tax, or trading advice, or to solicit orders. Nothing on IBSJ's website is a recommendation or solicitation to buy or sell securities, futures or other investments.
- Responsibility for Customer Orders/Trades: Customer acknowledges that IBSJ does not know whether someone entering orders with Customer's user name/password is Customer. Unless IBSJ is notified and agrees, Customer will not allow anyone to access Customer's account. Customer is responsible for the confidentiality and use of Customer's user name/password and agrees to report any theft/loss of such user name/password, or any unauthorized access to Customer's account, immediately by telephone or electronically through the IBSJ website. Customer remains responsible for all transactions entered using Customer's user name/password.
- Order Routing: Unless When IBSJ receives an order to place Japanese local exchanges on products that IBSJ handles, IBSJ will not act as a principle but serve as a broker to entrust the order to the exchanges that the product is listed.
- Order Cancellation/Modification: Customer acknowledges that it may not be possible to cancel/modify an order and that Customer is responsible for executions notwithstanding a cancel/modify request.
- Order Execution: IBSJ shall execute Customer orders as agent, unless otherwise confirmed. IBSJ may use another broker, or an affiliate, to execute orders, and they have benefit of all IBSJ's rights hereunder. IBSJ may decline any Customer order, or terminate Customer's use of IBSJ's services at any time in IBSJ's discretion. All transactions are subject to rules and policies of relevant markets and clearinghouses, and applicable laws and regulations. IBSJ IS NOT LIABLE FOR ANY ACTION OR DECISION OF ANY EXCHANGE, MARKET, DEALER, CLEARINGHOUSE OR REGULATOR.
- Customer agrees to monitor each order until IBSJ confirms execution or cancellation. Customer acknowledges that confirmations of executions or cancellations may be delayed or may be erroneous (e.g. due to computer system issues) or may be cancelled/adjusted by an exchange. Customer is bound by the actual order execution, if consistent with Customer's order. If IBSJ confirms execution or cancellation in error and Customer delays reporting such error, IBSJ reserves the right to remove the trade from the account or require Customer to accept the trade, in IBSJ's discretion.
- Customer agrees to notify IBSJ immediately by telephone or electronically through the IBSJ website if: i) Customer fails to receive an accurate confirmation of an execution or cancellation; ii) Customer receives a confirmation that is different than Customer's order; iii) Customer receives a confirmation for an order that Customer did not place; or iv) Customer receives an account statement, confirmation, or other information reflecting inaccurate orders, trades, balances, positions, margin status, or transaction history. Customer acknowledges that IBSJ may adjust Customer's account to correct any error. Customer agrees to promptly return to IBSJ any assets erroneously distributed to Customer.
- Proprietary Trading - Display of Customer Orders: Subject to all laws and regulations such as prevention of Front Running, Customer authorizes IBSJ to execute proprietary trades of itself and its affiliates, though IBSJ may simultaneously hold unexecuted Customer orders for the same products at the same price.
- Customer Qualification: Customer warrants that their application is true and complete; will promptly notify IBSJ of any information changes; and authorizes IBSJ to make any inquiry to verify information.
- Natural Persons: Customer warrants that Customer is over 18; is under no legal incapacity; and has sufficient knowledge and experience to understand the nature and risks of the products to be traded.
- Organizations: Customer and its authorized representatives warrant that Customer: (i) is authorized under its governing document(s) and in the jurisdictions in which it is organized and/or regulated to enter this Agreement and trade (including on margin if applicable); (ii) is under no legal incapacity; and (iii) that persons identified to enter orders have proper authority and have sufficient knowledge and experience to understand the nature and risks of the products to be traded.
- Regulated Persons and Entities: Unless Customer notifies IBSJ otherwise, Customer represents that Customer is not a security house; broker-dealer; futures commission merchant; or affiliate, associated person or employee thereof. Customer agrees to notify IBSJ immediately by telephone or electronically through the IBSJ website if Customer becomes employed or associated with a broker-dealer or futures commission merchant.
- Risk of Margin Trading: Margin trading is highly risky and may result in a loss of funds
greater than Customer has deposited in the account. Customer has to read the "Risk Disclosure for Securities Futures/Options, Index Futures/Options" etc provided separately by IBSJ. IBSJ notifies the important points you need to understand fully about the products IBSJ provides.
- Requirement to Maintain Sufficient Margin Continuously: Margin transactions are subject to initial and maintenance margin requirements of exchanges, clearinghouses and regulators and also to any additional margin requirement of IBSJ, which may be greater ("Margin Requirements"). IBSJ MAY MODIFY MARGIN REQUIREMENTS FOR ANY OR ALL CUSTOMERS FOR ANY OPEN OR NEW POSITIONS AT ANY TIME, IN IBSJ'S SOLE DISCRETION. Customer shall monitor their account so that at all times the account contains sufficient equity to meet Margin Requirements. IBSJ may reject any order if the account has insufficient equity to meet Margin Requirements, and may delay processing any order while determining margin status. Customer shall maintain, without notice or demand, sufficient equity at all times to continuously meet Margin Requirements. Formulas for calculating Margin Requirements on the IBSJ website are indicative only and may not reflect actual Margin Requirements. Customers must at all times satisfy whatever Margin Requirement is calculated by IBSJ.
- IBSJ Will Not Issue Margin Calls: IBSJ does not have to notify Customer of any failure to meet Margin Requirements prior to IBSJ exercising its rights under this Agreement. Customer acknowledges that IBSJ generally will not issue margin calls; generally will not credit Customer's account to meet intraday or overnight margin deficiencies; and is authorized to liquidate account positions in order to satisfy Margin Requirements without prior notice.
- Liquidation of Positions and Offsetting Transactions:
- IF AT ANY TIME CUSTOMER'S ACCOUNT HAS INSUFFICIENT EQUITY TO MEET MARGIN REQUIREMENTS OR IS IN DEFICIT, IBSJ HAS THE RIGHT, IN ITS SOLE DISCRETION, BUT NOT THE OBLIGATION, TO LIQUIDATE ALL OR ANY PART OF CUSTOMER'S POSITIONS IN ANY OF CUSTOMER'S IBSJ ACCOUNTS, AT ANY TIME AND IN ANY MANNER AND THROUGH ANY MARKET OR DEALER, WITHOUT PRIOR NOTICE OR MARGIN CALL TO CUSTOMER. CUSTOMER SHALL BE LIABLE AND WILL PROMPTLY PAY IBSJ FOR ANY DEFICIENCIES IN CUSTOMER'S ACCOUNT THAT ARISE FROM SUCH LIQUIDATION OR REMAIN AFTER SUCH LIQUIDATION. IBSJ HAS NO LIABILITY FOR ANY LOSS SUSTAINED BY CUSTOMER IN CONNECTION WITH SUCH LIQUIDATIONS (OR IF THE IBSJ SYSTEM DELAYS EFFECTING, OR DOES NOT EFFECT, SUCH LIQUIDATIONS) EVEN IF CUSTOMER RE-ESTABLISHES ITS POSITION AT A WORSE PRICE.
- IBSJ may allow Customer to pre-request the order of liquidation in event of a margin deficiency, but such requests are not binding on IBSJ and IBSJ retains sole discretion to determine the assets to be liquidated and the order/manner of liquidation. IBSJ may liquidate through any market or dealer, and IBSJ or its affiliates may take the other side of the transactions consistent with laws and regulations. If IBSJ liquidates any/all positions in Customer's account, such liquidation shall establish Customer's gain/loss and remaining indebtedness to IBSJ, if any. Customer shall reimburse and hold IBSJ harmless for all actions, omissions, costs, fees (including, but not limited to, attorney's fees), or liabilities associated with any such transaction undertaken by IBSJ. If IBSJ executes an order for which Customer did not have sufficient equity, IBSJ has the right, without notice, to liquidate the trade and Customer shall be responsible for any resulting loss and shall not be entitled to any resulting profit.
- If IBSJ does not, for any reason, liquidate under-margined positions, and issues a margin call, Customer must satisfy such call immediately by depositing funds. Customer acknowledges that even if a call is issued, IBSJ still may liquidate positions at any time.
- Customer acknowledges that IBSJ also has the right to liquidate all or part of Customer's positions without prior notice: (i) if any dispute arises concerning any Customer trade, (ii) upon any "Default" as described in 15 below, or (iii) whenever IBSJ deems liquidation necessary or advisable for IBSJ's protection.
- IBSJ Accounts:
IBSJ has set several conditions on selecting account type and Order Placement. You are requested to confirm the below carefully, such as trade restriction or handlings of assets at the account etc. An IBSJ account offers only "IB-Cash" account for (cash equities and/or) listed Future, Future option, Options traded on Japanese local financial instruments exchanges.
IBSJ will act as a broker of your order on the following instruments:
Tokyo Stock Exchange: stock, Index Future, Index option, Bond Future and Bond Future Option, Security Option
Osaka Securities Exchange: Index Future and Index Option (hereinafter called "IB F&Os")
・ Until further notice, for initial margin required to trade "IB F&Os", only cash money (Japanese Yen) is accepted and equivalent securities are not eligible.
・ Cash money (JPY) IBSJ held on your behalf at IB-Cash account is in principle considered as margin required money and the outstanding will be controlled as deposit money (for buying cash products etc) and should be managed as segregated.
All cash money or securities (including delivery from outside) available at IB-Margin account are pledged as trade guarantee money. If there are cash money or shares at IB-Margin account and wish to place cash order by using the money and/or shares, you have to operate instruction by using Account Management function at IBSJ Trader Workstation ("TWS") and transfer the assets to IB-Cash account. You can instruct both the 2 accounts to debit cash money and/or withdrawal of security.
IBSJ is subject to segregation requirements imposed by the Article 43-3 of Financial Instruments Exchange Act, under which Customers' Assets are segregated from the proprietary assets of IBSJ. The segregated customer assets are protected by Japan Investor Protection Fund.
- Short Sales: Currently IBSJ does not provide margin transaction.
- IBSJ's Right to Loan/Pledge Customer Assets: When Customer agrees and executes the Securities Borrowing and Lending agreement with IBSJ, IBSJ is authorized by Customer to lend to itself or others Customer securities. IBSJ may, without notice, pledge, re-pledge, hypothecate or re-hypothecate Customer securities, separately or together with those of other customers, for any amount due in any IBSJ account in which Customer has an interest, without retaining in IBSJ's possession or control a like amount of assets. For loans of securities, IBSJ may receive financial and other benefits to which Customer is not entitled. Such loans could limit Customer's ability to exercise securities' voting rights.
- Security Interest: All Customer assets of any kind held by or on behalf of IBSJ for Customer's account are hereby pledged to IBSJ and are subject to a perfected first priority lien and security interest in IBSJ's favor to secure performance of obligations and liabilities to IBSJ arising under this or any other Agreement. However, in principle the priority lien may not apply for "Cash account"
- Event of Default: A "Default" occurs automatically, without notice upon: (i) Customer breach/repudiation of any agreement with IBSJ; (ii) Customer failure to provide assurance satisfactory to IBSJ of performance of an obligation, after request from IBSJ in IBSJ's sole discretion; (iii) proceedings by/against Customer under any bankruptcy, insolvency, or similar law; (iv) assignment for the benefit of Customer's creditors; (v) appointment of a receiver, trustee, liquidator or similar officer for Customer or Customer property; (vi) Customer representations being untrue or misleading when made or later becoming untrue; (vii) legal incompetence of Customer; (viii) proceeding to suspend Customer business or license by any regulator or organization; (ix) IBSJ having reason to believe that any of the foregoing is likely to occur imminently.
Customer unconditionally agrees that, upon a Default, IBSJ may terminate any or all IBSJ's obligations to Customer and IBSJ shall have the right in its discretion, but not the obligation, without prior notice, to liquidate all or any part of Customer's positions in any IBSJ account, individual or joint, at any time and any manner and through any market or dealer. Customer shall reimburse and hold IBSJ harmless for all actions, omissions, costs, fees (including, but not limited to, attorney's fees), or liabilities associated with any Customer Default or any transaction undertaken by IBSJ upon Default.
- Suspicious Activity: If IBSJ in its sole discretion believes that a Customer account has been
involved in any fraud or crime or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), IBSJ may suspend or freeze the account or any privileges of the account, may freeze or liquidate funds or assets, or may utilize any of the remedies in this Agreement for a "Default".
- Futures Not Settled in Cash: Customer acknowledges that for futures contracts that settle not in cash but by physical delivery of the commodity (including currencies not on IBSJ's Deliverable Currency List), Customer cannot make or receive delivery. If Customer has not offset a physical delivery futures position prior to the deadline on the IBSJ website, IBSJ is authorized to roll or liquidate the position or liquidate any position or commodity resulting from the option or futures contract, and Customer is liable for all losses/costs.
- Commissions and Fees, Interest Charges, Funds: Commissions and fees are shown in the "Disclosure for Fees". Customer acknowledges that IBSJ deducts commissions/fees from Customer accounts, which will reduce account equity. Positions will be liquidated if commissions or other charges cause a margin deficiency. Changes to commissions/fees are effective immediately upon either of: posting on the IBSJ website or email or other written notice to Customer. IBSJ shall charge debit interest from Customer at interest rates and terms on the IBSJ website. Customer funds will not be disbursed until after transactions are settled. Terms and conditions for deposit and withdrawal of funds (including holding periods) are as specified on the IBSJ website.
- Account Deficits: Customer agrees to pay reasonable costs of collection for any unpaid Customer deficit, including attorneys' and collection agent fees.
- Risks of After Hours Trading: Customer acknowledges that trading securities, options, futures, currencies, or any product on an after hour market is speculative and involves high risk, there are special risks of trading outside ordinary market hours, including risk of lower liquidity, higher volatility, changing prices, un-linked markets, news announcements affecting prices, and wider spreads. Customer represents that Customer is knowledgeable and able to assume these risks.
- Knowledge of Securities, Warrants and Options; Corporate Actions: Customer acknowledges Customer's responsibility for knowing the terms of any securities, options, warrants or other products in Customer's account, including upcoming corporate actions (e.g., tender offers, reorganizations, stock splits, etc.). IBSJ has no obligation to notify Customer of deadlines or required actions or dates of meetings, nor is IBSJ obligated to take any action without specific written instructions sent by Customer to IBSJ electronically through the IBSJ website.
- Quotes, Market Information, Research and Internet Links: Quotes, news, research and information accessible through IBSJ (including through links to outside websites) ("Information") may be prepared by independent Providers. The Information is the property of IBSJ, the Providers or their licensors and is protected by law. Customer agrees not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of IBSJ or the Providers. IBSJ reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by IBSJ or a solicitation to buy or sell. Neither IBSJ nor the Providers guarantee accuracy, timeliness, or completeness of the Information, and Customer should consult an advisor before making investment decisions. RELIANCE ON QUOTES, DATA OR OTHER INFORMATION IS AT CUSTOMER'S OWN RISK. IN NO EVENT WILL IBSJ OR THE PROVIDERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING FROM USE OF THE INFORMATION. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, INCLUDING WARRANTY OF MERCHANTIBSJILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE, OR WARRANTY OF NON-INFRINGEMENT.
- License to Use IBSJ Software: IBSJ grants Customer a non-exclusive, non-transferable license to use IBSJ Software solely as provided herein. Title to IBSJ Software and updates shall remain the sole property of IBSJ, including all patents, copyrights and trademarks. Customer shall not sell, exchange, or transfer the IBSJ Software to others. Customer shall not copy, modify, translate, decompile, reverse engineer, disassemble or reduce to a human readable form, or adapt, the IBSJ Software or use it to create a derivative work, unless authorized in writing by an officer of IBSJ. IBSJ is entitled to immediate injunctive relief for threatened breaches of these undertakings.
- LIMITATION OF LIABILITY AND LIQUIDATED DAMAGES PROVISION: CUSTOMER ACCEPTS THE IB SYSTEM "AS IS", AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL IBSJ BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING LOSS OF BUSINESS, PROFITS OR GOODWILL. IBSJ SHALL NOT BE LIABLE TO CUSTOMER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THE IBSJ SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION; GOVERNMENTAL, EXCHANGE OR OTHER REGULATORY ACTION; ACTS OF GOD; WAR, TERRORISM, OR IBSJ'S INTENTIONAL ACTS.
CUSTOMER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF THE IBSJ SYSTEM, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY IBSJ FOR PURPOSES OF SERVICING THE IBSJ SYSTEM. IN NO EVENT SHALL IBSJ'S LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY CUSTOMER, EXCEED THE HIGHEST TOTAL MONTHLY COMMISSIONS PAID BY CUSTOMER TO IBSJ OVER THE 6 MONTHS PRIOR TO ANY INCIDENT.
- Customer Must Maintain Alternative Trading Arrangements: Computer-based systems such as those used by IBSJ are inherently vulnerable to disruption, delay or failure. CUSTOMER MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO CUSTOMER'S IBSJ ACCOUNT FOR EXECUTION OF CUSTOMER'S ORDERS IN THE EVENT THAT THE IBSJ SYSTEM IS UNAVAILABLE. By signing this Agreement, Customer represents that Customer maintains alternative trading arrangements.
- Consent To Accept Electronic Records And Communications: IBSJ provides electronic trade confirmations, account statements, and other Customer records and communications (collectively, "Records and Communications") in electronic form. Electronic Records and Communications may be sent to Customer's Trader Workstation or to Customer's e-mail address, or for security purposes may be posted on the IBSJ website, with a notification sent to customer to login and retrieve the Communication. By entering into this Agreement, Customer consents to the receipt of electronic Records and Communications. Such consent will apply on an ongoing basis and for every tax year unless withdrawn by Customer. Customer may withdraw such consent at any time by providing electronic notice to IBSJ through the IBSJ website. In order to trade using the IBSJ TWS, and to receive Records and Communications through the TWS, there are certain system hardware and software requirements, which are described on the IBSJ Website at www.interactivebrokers.co.jp. Since these requirements may change, Customer must periodically refer to the IBSJ website for current system requirements.
To receive electronic mail from IBSJ, Customer is responsible for maintaining a valid Internet e-mail address and software allowing customer to read, send and receive e-mail. Customer must notify IBSJ immediately of a change in Customer's e-mail address by using those procedures to change a Customer e-mail address that may be available on the IBSJ website.
- This Agreement is governed by the laws of Japan, without giving effect to conflict of laws provisions. Tokyo District Court have exclusive jurisdiction over disputes relating to this Agreement, except when arbitration is provided. IN ALL JUDICIAL ACTIONS, ARBITRATIONS, OR DISPUTE RESOLUTION METHODS, THE PARTIES WAIVE ANY RIGHT TO PUNITIVE DAMAGES.
- Customer agrees to the provision of this Agreement in Japanese and represents that Customer understands its terms and conditions. This Agreement contains the entire agreement between the parties, who have made no other representations or warranties. If any provision of this Agreement is unenforceable, it shall not invalidate other provisions. Failure of IBSJ to enforce any term or condition of this Agreement is not a waiver of the term/condition.
- Customer consents to recording of all telephone conversations. Customer acknowledges the IB Group Privacy Statement and consents to collection/use of Customer information as described therein.
- Customer may not assign or transfer any rights or obligations hereunder without the prior written consent of IBSJ. Upon notice to Customer IBSJ may assign this Agreement to another broker-dealer or futures commission merchant. This Agreement shall inure to the benefit of IBSJ's successors and assigns. IBSJ may terminate this Agreement or its services to Customer at any time. Customer may close its account upon notice to IBSJ electronically through the IBSJ website, but only after all positions are closed and all other requirements specified on the IBSJ website regarding account closure are satisfied.
- Mandatory Arbitration:
Customer agrees that any controversy, dispute, claim, or grievance between IBSJ, any IBSJ affiliate or any of their shareholders, officers, directors employees, associates, or agents, on the one hand, and Customer or, if applicable, Customer's shareholders, officers, directors employees, associates, or agents on the other hand, arising out of, or relating to, this Agreement, or any account(s) established hereunder in which securities may be traded; any transactions therein; any transactions between IBSJ and Customer; any provision of the Customer Agreement or any other agreement between IBSJ and Customer; or any breach of such transactions or agreements, shall be resolved by arbitration, in accordance with the rules then prevailing of ;
The specified nonprofit Corporation, ALTERNATIVE DISPUTE RESOLUTION FINANCIAL INSTRUMENTS MEDIATION ASSISTANCE CENTER (ADR FINMAC)
- The agreements by arbitration of ADR FINMAC are generally final and binding.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.