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Terms and Conditions for Comdaq LIMITED
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1. INTRODUCTION
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Set out below are the terms that apply to your use of the trading pages within the
Comdaq.net website (the Website) and the provision of services by Comdaq Limited.[References
to "Comdaq" and to the "Company" are to Comdaq Limited, a company limited by
shares incorporated in England and Wales with company number 3830464 whose registered
address is 88 Gracechurch Street, London EC3V 0DN and whose email address is
References to Comdaq.net are to Comdaq.net Limited.[THESE T&C’S ASSUME THAT
COMDAQ LTD WILL OPERATE THE SYSTEM] "You" and "your" refers to each party using
the Website.
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2. IMPORTANT NOTICE
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By clicking on the "Accept" button at the bottom of this page you indicate your
acceptance of these terms. You are advised to read these terms carefully because
they include information which you require in order to use the Website correctly,
information on the fees which Comdaq charge, the scope of Comdaq's responsibilities,
and the scope of your responsibilities in connection with the use of the Website.
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3. COMDAQ SHALL ACT SOLELY AS AN OPERATOR OF THE WEBSITE
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The Company shall act solely as an exchange offering the services directly associated
with the commercial activities of the physical precious and platinum group metals
markets. The definition of this is considered to be, but not limited to, the purchasing
or selling of physical metal stock, refining, swapping, exchanging, shipping, insuring
and storing physical metal. The Company shall not be principal to any contract,
nor shall it take any positions in the market in similar or related commodities.
All contracts shall be legal and binding to both counterparties, and proven failure
to comply fully with the terms of the contract will result in suspension or permanent
removal of trading rights. The Company will accept no responsibility for performance
or otherwise of any contract negotiated via the Comdaq system (the "System") and
is not liable for any losses or damages incurred as a result of trading through
the System or if the System is unavailable. The listing of any securities or products
on this Website does not comprise a solicitation by Comdaq or any of its subsidiaries,
officers or employees to buy or sell such securities or products. These terms and
conditions apply only to the use of the System. The terms of the contracts entered
into between the counterparties, including the price, the lot and delivery date,
are agreed between the counterparties themselves. You agree that these terms and
conditions shall be enforceable by any other counterparty with whom you enter into
a legal contract. Comdaq will not be responsible for nor party to any value added
tax, sales tax, state taxes or otherwise relevant to the point of sale of the physical
metal or otherwise associated with any qualifying purchase or sale between two registered
counterparties.
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4. TRADING AND MEMBERSHIP RIGHTS
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The Company shall make a register of traders (the "Traders") and members (the "Members")
that are entitled to use the System (the "Register"). The Register is intended to
comprise of entities that are active and reputable business-to-business participants
in the physical metals markets (precious metals and platinum group metals). The
Company takes no responsibility for any offers, bids or contracts entered into through
the System or through the services of the Company available from time to time. The
Company shall have the sole discretion to accept or reject applications to join
the Register and shall not be obliged to give an explanation to the applicant, nor
shall it be responsible in any way whatsoever for the consequences of a rejection.
The Company shall have the sole discretion to remove any existing entity from the
Register and terminate immediately its registration with the Company. The Company
shall not be obliged to give an explanation to the entity, nor shall it be responsible
in any way whatsoever for the consequences of such removal or termination. Parties
that are accepted as Traders must appoint a responsible person (the "Responsible
Person") who must ensure that the Company counterparty acceptance and daily risk
limit procedures have been completed to their satisfaction. Neither Comdaq nor any
of its officers or employees will take any responsibility for contracts that result
from incorrect completion of Comdaq counter-party acceptance procedures. Such trades
will not be declared invalid. The Responsible Person is required to ensure that
Traders for whom they are responsible do not make frivolous bids or offers. Failure
to do so may result in suspension or permanent removal of trading rights.
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5. COUNTERPARTY ACCEPTANCE PROCEDURES
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The Register may be viewed on the Website by any Trader or Member. Prior to commencement
of dealing, and before a trading firm (once accepted) can enter bids or offers into
the system, Traders will be required to choose which counterparties are acceptable.
Traders will be required to specify their willingness or otherwise to trade with
each and every other Member. Traders will be able to access a list of all firms
that they have accepted as counterparties at all times. Responsible Persons will
be able to change the counterparty acceptance details that they have submitted on
behalf of their firms at any time. Once a change request is entered, the relevant
details will be changed at the first opportunity that does not cause disruption
to the market as decided by the Company.
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6. CONTRACT AUTHORITY
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Any company or entity that makes an offer to sell or buy through the services of
the Company shall be deemed to have accepted these regulations in full and to be
willing to abide by them. Any offer or bid or contract made through the System shall
be subject to the rules of the contract under which they have agreed to trade as
part of the compulsory contract details. All disputes will be settled under the
relevant regulations of the chosen authority, which may include arbitration
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7. PRICES
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Traders using the System may trade, bid or offer at fixed prices, or on a 'price
to be fixed' basis. In the case of contracts concluded 'price to be fixed', the
counterparties to the trade may decide between themselves which method of price
fixing they wish to choose.
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8. PAYMENT
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Payment terms are included in the compulsory contract terms.
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9. COMDAQ MEMBERSHIP AND EXCHANGE FEE
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The Company reserves the right to apply new charges or tariffs, or to modify existing
charges or tariffs at its own discretion. Notice of such changes will be broadcast
over the System along with a date for the commencement of any tariff changes no
less than seven calendar days prior to any change. (Traders should note that it
is the stated aim of Comdaq to ensure that trading is as cheap as possible, and
the Company will work with Traders to ensure that this is the case wherever possible).
Membership fees may in the future be charged on an annual basis, any entity whose
membership payments have not been received within one month of the invoice date
will be barred from entry to the System. Exchange trading fees are payable by both
buyer and seller, and will be invoiced on a monthly basis any entity whose membership
payments have not been received within one month of the invoice date will be barred
from entry to the System. A list of current charges and tariffs can be found on
the trading site. $1 per ton if its Under 50,000 mts paid by one party OR $0.50
per ton under 50000 mts paid by both parties, OR $0.50 per ton paid by 1 party if
its over 50,000 mts.. OR specified per contract prior to commencement of trade?No
annual membership fee (subject to change in future)
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10. MEMBER ERROR
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In the event of obvious keying error, the Company may, entirely at its own discretion,
'bust' a Trade subject to the clear demonstration of input error. Failure to show
such error will result in the Trade being allowed to stand. Errors of market judgment
will not give rise to a trade being 'busted'.
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11. REPRESENTATIONS BY EACH TRADER
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Each Trader represents and warrants to the Company that each trade entered into
by him/her through the System is made for commercial and not investment purposes.
By concluding a trade, each Trader will be deemed to represent and warrant to the
Company and the other Trader that (subject, where applicable, to conclusion of contractual
terms), in the case of the Seller he/she intends to deliver the metal to the buyer
on behalf of the company or in the case of the buyer he/she intends to take delivery
of the metal on behalf of the Company.
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12. NO LIABILITY
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Each Trader unconditionally undertakes to indemnify and hold harmless the Company,
its parent(s), subsidiaries or associated companies, its officers, directors, employees
or affiliates (the "Indemnified Persons"), against any and all losses, liabilities,
costs, claims, actions, demands, expenses arising out of such Trader's use of or
conduct on Comdaq's website.
All warranties or conditions which would, but for these terms, be implied by law
in any jurisdiction and which are capable under law of being excluded are excluded
and no liability of Comdaq or any of the Indemnified Persons to you whether pursuant
to these terms or otherwise in connection with the viewing or use of the Website
or the supply of services by Comdaq shall: (a) exceed the value of the fee paid
by that person in respect of the service which is the subject of the claim; or (b)
extend to any loss of profit, loss of revenue, loss of contract, loss of goodwill,
loss of reputation, increased cost of working, any indirect or consequential loss,
or loss resulting from your liability to any other person arising directly or indirectly
from any failure or delay in performing any obligation pursuant to these terms.
Neither the Company nor any of the Indemnified Persons shall be subject to any liability
caused by any of the following: (c) data provided to or by the Company is corrupted
or inaccurate; or (d) messages or emails are corrupted or delayed whether in their
delivery or receipt by the Company; or (e) you are unable for whatever reason to
access the Website; or (f) the Company acts on communications which purport to have
been made by you but which have been sent by a third party purporting to act in
your name or by a person who has lawful access to the Website but who exceeds his
authority. You agree that these exclusions and limitations are reasonable in light
of your relationship with the Company and the availability of insurance against
such risks.
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13. LICENSE
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Comdaq grants to you a single, non-assignable license to use the Website in accordance
with these terms (the "License"). The License may be terminated and/or suspended
in accordance with clauses 5 [and 23 (Force Majeure)].
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14. TRADE RESTRICTIONS
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Each Trader shall ensure that trades concluded through the Website comply with all
applicable laws, regulations and tax obligations in any jurisdiction. You agree
to fully indemnify Comdaq and each of the Indemnified Persons for any loss suffered
by the Company as a result (direct or indirect) of your failure to comply with any
applicable laws or regulations including, but not limited to, import and export
restrictions, trade sanctions, health and safety, environmental protection, and
transport regulations
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15. CONFIDENTIALITY AND DATA PROTECTION
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The Company shall treat as confidential and shall not (other than in the proper
provision of the services contemplated by these terms or where permitted or compelled
to do so by law or by a regulatory body of competent jurisdiction) disclose to any
person, firm or company any confidential information belonging to you or your clients/suppliers/customers
nor permit its disclosure. The term "confidential information" shall include, but
not be limited to, all information that is not publicly known including any trade
secrets, know-how or other commercially sensitive information. Without prejudice
to the foregoing, during the course of a trade, the Company shall not make information
arising during the course of any trade available to any third party. At all times
your identity shall be kept confidential and not disclosed to others without your
consent except in accordance with the procedures described in these terms and conditions
in which case your identity (including your email address and other relevant details
appearing on your registration form - for example, your address, telephone and fax
numbers and the name of the person within your organisation responsible for the
relevant contract of carriage) will be disclosed. The Company may transfer analytical
information in statistical form to a third party at any time. For the purposes of
providing the services contemplated by these terms, the Company may store and process
information included on your registration form, relating to your use of the Website,
your participation in trades and the services contemplated by these terms including
details of the transactions undertaken and completed and any disputes of which the
Company have been notified. You hereby consent to the disclosure of any information
about you held by the Company to any of the Indemnified Persons
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16. SECURITY OF PASSWORDS
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The Company will set up security procedures to be used for access to the Website.
This may include a password or other security device that the Company may change
from time to time. You will do all that is reasonably possible at all times to make
sure that the security procedures are kept secret and will inform the Company as
soon as possible if the security procedures are disclosed to or are known to an
unauthorised person. The Company will give you a new password within two Business
Days of your notification that the security procedures have been disclosed to or
are known to an unauthorised person. Until the Company has given a new password
to you, you will be responsible for any information or instructions received or
acted upon whether or not given by you. In these terms and conditions, the expression
"Business Day" shall mean a day on which banks are open for business in the City
of London.
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17. COPYRIGHT AND TRADEMARKS
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The content of the Website, including any text, graphics, logos or images posted
on it, and the content of any email sent to you by the Company is Comdaq.net's property
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18. MISUSE OF WEBSITE
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You shall not use, or allow to be used, any automated process or devices or any
manual process to copy or monitor activity on the Website. You shall not post on
the Website or send via the Website any material that infringes the right of any
third party, or is illegal, obscene, offensive, threatening or salacious, or where
there is any uncertainty whether it is correct, or that could cause embarrassment
to the person concerned or is of a sensitive nature (such as data relating to racial
or ethnic origin, religious beliefs, criminal record or health) or containing any
virus or other computer programming routine that may damage or disrupt the Website,
or intercept any information sent to or from the Company or the Website. The Company
reserves the right to delete any material posted on the Website or to refuse to
forward or post any material at any time for any reason. You shall not interfere
with the Website by linking, framing or otherwise.
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19. MARKET MANIPULATION
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When using the Website you shall not act or engage in any course of conduct that
creates a false or misleading impression to the physical commodities markets. At
all times you shall act in good faith in your dealings with the Company and other
persons accessing the Website.
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20. ELECTRONIC RECORDS
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Save in the event of manifest error or fraud, the Company's records shall be deemed
to be accurate until the contrary is proven and the burden of proof that they are
inaccurate shall lie with the registered company.
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21. TERMINATION
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Without affecting any other rights and remedies the Company may have, the Company
may terminate the License forthwith if, in its sole opinion, you breach any of these
terms. You may request a withdrawal of your name from the Register and terminate
your agreement with these terms and conditions at any time forthwith by giving notice
to the Company in accordance with clause 27 (Notices) provided however that we shall
use reasonable endeavours to ensure that as soon as practicable no contractually
binding trades are concluded with you through the System but that you shall, nevertheless,
be bound by any such trades
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22. LINKS
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From time to time Comdaq may provide, or third parties may provide, links to other
websites or resources that may be of interest to you. Comdaq has no control over
such sites and resources, and you acknowledge and agree that neither Comdaq nor
any of the Indemnified Persons is responsible for the availability of such external
sites or resources, and do not endorse and are not responsible or liable for the
content, goods or services on, or provided by, such sites or resources. You acknowledge
and agree that neither the Company nor any of the Indemnified Persons shall be responsible
or liable, directly or indirectly, for any loss or damage arising out of or relating
to the provision of links in any way whatsoever, whether direct or indirect (including
any loss of profit, loss of revenue, loss of contract, loss of goodwill, increased
cost of working, any indirect or consequential loss, or loss resulting from your
liability to any other person) caused by or in connection with use of or reliance
on any content, goods or services available on or through any such site or resource.
You agree that these restrictions on the Company's and the Indemnified Persons'
liability are reasonable in light of your relationship with the Company.
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23. FORCE MAJEURE
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Neither the Company nor any of the Indemnified Persons shall be liable in any way
for loss, damage or expense (including any loss of profit, loss of revenue, loss
of contract, loss of goodwill, loss of reputation, increased cost of working, any
indirect or consequential loss, or loss resulting from your liability to any other
person) arising directly or indirectly from any failure or delay in performing any
obligation pursuant to these terms caused by any circumstance beyond its reasonable
control, which shall, without limiting the generality of the term, be deemed to
include war or other action of military forces, terrorism, riot, civil commotion,
sabotage, vandalism, accident, break down or damage to machinery, equipment or software,
malfunctioning of software, corruption of data, inability to access the Website,
delays in the delivery or receipt of messages or data to be posted to the Website,
fire, flood, acts of God, strike, lock-out or other industrial disputes (whether
or not involving our employees) or legislative or administrative interference. On
the occurrence of any such event, the Company may at its sole discretion suspend
the Website.
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24. TIMES AND DATES
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For the avoidance of confusion all trading start and closing times, dates, or durations
shall be shown as, and all postings and notices by you and the Company shall use,
London times and dates using the 24 hour clock and the date format: dd/mm/yyyy.
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25. THIRD PARTY RIGHTS
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Save for clause 3, no right of enforcement of any of these terms is conferred on
any third party.
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26. ENTIRE AGREEMENT AND VARIATION
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These terms contain the entire agreement and understanding of you and the Company
and supersede all prior agreements, understandings or arrangements (both oral and
written) relating to the subject matter of these terms. You acknowledge and agree
that you do not agree to these terms on the basis of and do not rely, and have not
relied, upon any statement or representation (whether negligent or innocent) or
warranty or other provision (in any case whether oral, written, express or implied)
given or entered into by any person (whether a party to these terms or not) except
those expressly set out or referred to in these terms and the only remedy or remedies
available in respect of any misrepresentation or untrue statement made to it shall
be a claim for breach of the contract evidenced by these terms. The Company reserves
the right to change any of these terms at our sole discretion, at any time without
notice to you. Any changes will take effect from the time when the revised terms
are posted on the Website. It is your responsibility to ensure that you are aware
of any changes to these terms
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27. NOTICES AND COMMUNICATIONS
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No notice to be given to the Company shall be effective unless given in writing
delivered by email and received and opened by the Company at our email address appearing
in clause 1 or such other email address as the Company may notify to you as our
email address for service. Any notice given that is not returned to the sender as
undelivered shall be considered by Comdaq to have been received immediately. Any
notice given to you shall be effective if given in writing or delivered by email
to your last notified email address. In the event that a correctly addressed email
sent to your last notified address is returned undelivered, the Company shall be
under no further obligation to send notification to you. You agree that this is
reasonable in light of the relationship between you and the Company. All communications
relating to a contract between Traders shall be made through the System. The Company
shall have no obligation to pass on messages that should be notified directly to
or by you.
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28. GOVERNING LAW
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This agreement is governed by and is subject to English law. Each Trader irrevocably
waives, to the fullest extent permitted by applicable law, with respect to itself
and its revenues and assets (irrespective of their use or intended use), all immunity
on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction
of any court, (iii) relief by way of injunction, orders for specified performance
or for recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its revenues
or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction
and irrevocably agrees, to the extent permitted by law, that it will not claim any
such immunity in any proceedings.
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EVENTS
COMDAQ NEWS