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DERIVATIVES TRANSACTIONS
CONTRACT NO. [...]
SPECIAL PART
____ ____________ 20[...] No [...],
Vilnius
1. PARTIES OF THE CONTRACT:
Bank
Bank’s representative
Client
AB Šiaulių bankas
112025254
Tilžės g.149, LT-76348 Šiauliai
+ 370 41 595 607
+ 370 41 430 774
Name
Code of legal entity
Domicile address
Telephone
Fax
E-mail, website
address
[email protected], www.sb.lt
Position
Name, surname
Basis of powers
Name/name, surname
Code of legal
entity/personal ID
code
Legal entity’s
identifier (LEI)
Address of
domicile/place of
residence
Telephone
Fax
E-mail
Client’s representative
Name, surname
Personal ID
number
Position
ID documents
name, number
Address of place
of residence
Telephone, e-mail
Basis of powers
2. SPECIAL CONTRACT CONDITIONS (paragraph is used only when client is legal entity and is
deemed a party to financial transaction according to EMIR)
By signing the Contract, Client confirms that it is a party to financial transaction according to EMIR,
therefore the contract provisions regulating rights and duties of the Bank and non-financial transaction party
(e.g. par. 6.8 of General Part of the Contract) are not applied.
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Bank:
AB Šiaulių bankas
Client:
[name, surname]
[name, surname]
(signature)
STAMP
(signature)
STAMP
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DERIVATIVES TRANSACTIONS
CONTRACT No [...]
GENERAL PART
1. OBJECT OF THE CONTRACT
1.1. The contract regulates procedure of entering into and execution of Transactions between the
Bank and the Client, responsibility for failure to execute or undue execution of the Transactions and
other conditions.
2. GENERAL CONDITIONS OF THE CONTRACT
2.1. All capitalized terms used in the Contract and Approvals as well as other Contract-related
documents, have the meaning specified in Section 13 of the Contract.
2.2. If conflicts or other inconsistencies are found between the General and Special part provisions,
provisions of the Special part shall prevail. In the event conflicts or other discrepancies are detected
between the Special part and Approval provisions, provisions of the Approval shall be followed. In
the event of conflicts or other discrepancies between the General part and Approval provisions,
provisions of the Approval shall be followed.
2.3. All and any Approvals are considered to be an integral part of the Contract and are subject to
all the conditions of the Contract.
3. CONCLUSION OF TRANSACTIONS
3.1. Exclusively the Bank and the Client or their duly authorized persons can enter into
Transactions. Prior to entering into the Contract and the Transactions, the Client shall submit the
Bank his/her representative authorizing original documents.
3.2. If the Client is a legal entity, each Bank-dedicated Contract- or Transaction-related power of
attorney issued by the Client, shall, including, but not limited to, indicate each Client-authorized
person's name and surname, personal identification number, position, signature specimen and must
list the type and amount of Transactions as well as the biggest value limits of Transactions allowed
for each Client-authorized person. If the Client is a natural person, he/she commits to submit the
Bank only notarized powers of attorney.
3.3. The Client undertakes to immediately notify the Bank about change of the authorized persons
or mandate expiry by registered letter. Previously issued authorization by the Client shall be void
from the date the corresponding information reaches the Bank and the Client undertakes to issue a
new mandate, which is sent to the Bank by registered letter no later than before the end of the
nearest (for authorized persons or change of mandate expiry) Banking day.
3.4. Transactions are made only on Banking day and only during Bank working hours.
3.5. Transactions can be executed by telephone or in writing in the Client service departments listed
on the Bank's website. Scanned Client-signed Approval sent to the Bank by e-mail is treated as
written Approval submitted by the Client to the Bank.
3.6. Client agrees that at conclusion of Transactions over the phone, the phone conversation can be
recorded, and the interview can be used as evidence in the event of a dispute between the Parties.
3.7. While entering into Transaction over the phone, the Client must tell his/her, and if the
Transaction is concluded by Client’s representative, that representative's name and surname,
position, name of the legal entity (if Client is legal entity) and, if the Bank requests, provide any
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other information or documents necessary to identify the Client. When entering into a Transaction
for the first time after signing the Contract and the date of receipt of original document establishing
the mandate by the Bank, the Client's representative by phone shall indicate the representation basis
as well.
3.8. At the time of entering into Transaction, the Bank and the Client shall coordinate the Necessary
conditions for the Transaction.
3.9. The Transaction is treated as concluded by phone from the moment when the Bank lists all the
Necessary conditions for the Transaction, and the Client declares that he/she agrees with them.
Concluded Transaction is valid until the Parties fully execute their cash and other obligations
arising from the Transaction.
3.10. Once the Transaction is concluded, the Parties shall sign the Approval.
3.11. After having concluded the Transaction over the phone:
3.11.1. The Bank before end of the same Banking day sends to the Client the Approval to the fax
number or e-mail address referred to by the Client in the Special part. The Client or his/her
authorized person signs the Approval and no later than before the end of the same Banking day
sends it to the Bank’s e-mail or fax referred to in the Special part. If the Client, upon receipt of the
Approval, fails to sign and send it to the Bank by the end of the same Banking day or to raise
justified claims for justice of the Transaction terms specified in the Approval, it is assumed that the
Client familiarized with content of the Approval and does not object as well as undertakes to fulfil
all arising obligations;
3.11.2. Upon Client's request, the Bank no later than before end of the next Banking day after that
referred to in paragraph 3.11.1 shall send the Client two (2) copies of the Approval. The Client or
his/her authorized persons shall sign the Approval and no later than before the end of the next
Banking day from the date of receipt of the Approval send one copy of the Approval to the Bank.
Client may sign the Approval and submit it to the Bank in the Client service department specified
on the Bank's website.
3.13. If Transaction is concluded in writing, it is treated concluded on the date of signing it. In this
case, no additional Approval is sent to the Client.
3.13. Refusal to approve the Transaction or failure to send the Bank the Approval in due time does
not relieve the Client from his/her obligations under the concluded Transaction.
3.14. In the event that after conclusion of the Transaction, additional instructions of one of the both
Parties are needed, the Parties agree to apply the communication procedures and conditions
provided for in this section of the Contract.
4. ASSURANCE OF DUE COMPLETION OF THE TRANSACTIONS
4.1. Proper completion of the Transactions can be achieved in one of the following ways:
4.1.1. By setting aggregate Transaction amount limit by unilateral decision of the Bank. The Bank
has the right in its sole discretion, to set, modify and delete the limit of total Client’s Transactions
amount which must not be exceeded by the Client while entering into Transactions. The Client,
while entering into any Transaction, undertakes to contact the Bank and learn about the limit
amount and undertakes not to exceed it and if exceeds, immediately take all legitimate steps to
address this breach of the Contract;
4.1.2. By mortgaging of cash, including the deposit, and (or) financial instruments upon signing the
relevant documents. By mortgaging of cash, including the deposit, and (or) financial instruments
upon signing the relevant documents.
4.2. The Bank believes that along with the increasing risk that the Client will not fulfil his/her
obligations, the Bank may require to increase value of the property ensuring execution of the
Transaction and the Client shall promptly, but no later than till the end of the next Banking day
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following the day of sending the Bank's report on the arisen circumstances, to meet the Bank
instructions.
4.3. If appropriate settlement between the Parties does not occur due to the fault of the Client or the
Client otherwise violates the terms of the Contract or the Transaction, the Bank has the right to
recover all the payable amounts under the Contract from the property transferred by the Client to
secure Transaction execution without notice.
5. SETTLEMENT BETWEEN THE PARTIES
5.1. According to concluded Transaction the Parties shall settle on the Settlement date specified in
the Approval.
5.2. Parties may, according to the laws, set-off each other’s offsetting demands in the same
currency.
5.3. Parties, among other things specified in the Contract, are subject to the following payment
obligations securing method:
5.3.1. If a Party is late to pay in Euros from 1 (one) to 2 (two) banking days, the delaying Party shall
pay the other Party interest, calculated on the delayed payment amount for each calendar day of
delay. Interest shall be calculated in accordance with the overnight EURIBOR, set on each day of
delay, increased by 3 (three) percentage points;
5.3.2. If a Party is late to pay in Euros for more than two (2) Banking days, the delaying Party shall
pay the other Party interest, which is calculated on the delayed payment amount for each day of
delay. Interest shall be calculated in accordance with the overnight EURIBOR, set on each day of
delay, increased by 4.5 (four point five) percentage points;
5.3.3. If a Party Country is late to pay in foreign currency, which is published on LIBOR, the
interest for the delay is calculated on the overdue amount for each day of delay. Interest shall be
calculated in accordance with that currency LIBOR overnight rate set on each day of delay,
increased by 3 (three) percentage points;
5.3.4. If a Party is late to pay in foreign currency, which is not published on LIBOR, the interest for
the delay is calculated on the overdue amount for each day of delay. Interest shall be calculated in
accordance with the overnight interest rate of Central Bank, which is the issuer of the currency, plus
3 (three) percentage points. If there is no overnight interest rate, then according to the Bank’s
rightly chosen currency market interest rate at which Banks are willing to lend funds to other Banks
increased by 3 (three) percentage points.
5.4. The Parties undertake to pay interest for the late payment in the following order:
5.4.1. If delaying to fulfil their obligations under the Transaction (s), interest on late payment from
the rest of the liabilities is to be paid no later than full execution of the obligations under the
Transaction (s);
5.4.2. In case of Contract termination, interest for the late payment from the remaining amount of
liabilities must be paid no later than the before the next Banking day when Summary was received;
5.4.3. In case of delays in payment according to Summary, interest for the late payment from the
remaining liabilities amount must be paid no later than till the date of full execution of the
obligations under the Summary.
5.5. Payment of interest for late payment shall not release the guilty Party from full execution of its
obligations under the concluded Transaction. From the amounts received from the Client, first of all
Client's obligation to pay interest for late payment is executed, if the Bank unilaterally sets nothing
otherwise.
5.6. The Bank has the right not to execute its payments according to the Transactions until the
Client has fulfilled his/her payment obligations to the Bank. In this case, the Bank does not accrue
interest on late payment.
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5.7. The Party has the right to release the other Party from the application of interest on late
payment in each particular case.
6. OTHER RIGHTS AND DUTIES OF THE PARTIES
6.1. The client gives the Bank the right, without the Client's order and consent, without notice and
in its sole discretion to debit all amounts due under the Contract from the Client to the Bank from
all Client’s accounts held at the Bank. The Bank has the right, but no obligation, on the Settlement
date specified in the Approval, to execute the Transaction without an individual Client’s order by
transferring the Client’s funds and (or) accounting of financial instruments belonging to the Client
from any Client's account with the Bank to the appropriate account at the Bank if the client fails to
fulfil the Transaction before the end of Bank’s working time if the Settlement date is specified in
the Approval.
6.2. The Client gives the Bank the right, without the Client's order and consent, without notice and
in its sole discretion to write off under the debit orders all the funds payable to the Bank by the
Client under the Contract from all the Client’s accounts in the credit institutions operating in the
Republic of Lithuania or to recover from another Client’s assets. This Client's consent is irrevocable
and applies to writing off of the funds on several occasions.
6.3. When debiting the Client's account, the Bank has the right to change the foreign currency in the
Client’s accounts (if there are several currencies available, first the US dollar and other currencies at
the Bank's discretion are exchanged) to the Euros for the non-cash (currency) exchange purchase
price set by the Bank on that day. The Bank also has the right to the exchange euros in the Client's
accounts into foreign currency for the non-cash (currency) exchange sales price set by the Bank on
that day.
6.4. The Client undertakes to provide all the documents reasonably requested by the Bank related to
the Client's economic and financial activities.
6.5. The Parties undertake within the acceptable for the Parties period of time to provide all
available information about the events or circumstances, which have or may have a negative impact
on the Parties’ ability to timely and properly fulfil their Contractual obligations.
6.6. Client must pay attention at the following:
6.6.1. The Client must read and make familiar with the provisions of the contracts submitted by the
Bank and the conditions of Approvals, applied to the Transactions;
6.6.2. The Client must carefully review the Approval notifications and immediately inform if there
is an error;
6.6.3. The Client must continually monitor the investments in financial instruments and their
positions;
6.6.4. The Client must actively and on his/her own initiative take measures that will enable to
minimize the potential loss risk of investments in financial instruments and their positions.
6.7. The following paragraphs 6.8 - 6.13 shall apply only if the Client enters into OTC derivatives
(Eng. OTC derivatives), as provided for in EMIR and the accompanying legislation.
6.8. The Client by signing the Contract confirms that he/she is not a financial counterparty under
EMIR, so the Bank in making the Transaction will assume that the Client is not seeking for clearing
threshold under EMIR requirements of the clearing threshold, that the Client makes all OTC
Transactions solely to hedge against risks (including risks directly related to commercial activities,
reduction or treasury financing activity) and that the Client under the Transaction is the ultimate
beneficiary. If any of these assumptions is wrong (or becomes invalid), the Client undertakes to
inform the Bank each time before making the Transaction.
6.9. The Bank, in accordance with the EMIR requirements, will initiate Transactions portfolio coordination with the Client. In this regard, the Bank will send the Client a report certifying value of
Transactions concluded with the Bank and valid as well as summary of collateral (if collateral was
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provided). If the Client has objections concerning information in such Approval, the Client
undertakes to inform the Bank about it within 5 (five) working days after receipt of Approval. If the
Client does not notify the Bank within 5 (five) working days from receipt of Approval that its data
does not meet the Client's calculations, it will be assumed that the Client has agreed with the
information in the Approval and it will be assumed that the transactions in the portfolio are coordinated.
10.6. If the Client under EMIR requirements must acquire the legal entity identifier or a similar
code, or perform other actions, the Client must acquire the legal entity identifier (LEI) or a similar
code, or perform other actions on time and taking into account EMIR requirements.
6.11. The Client authorizes the Bank on Client's behalf to provide information to the Bank's chosen
trade repository for all Client OTC Transactions, their changes and their closing, about which the
Client should inform himself the trade repository in accordance with EMIR. The Client undertakes
to provide the Bank with all and correct data, including, but not limited to LEI code, required to
provide transaction information. If the Client does not provide the Bank with all and correct data
needed to provide transaction information, the Bank does not provide information on behalf of a
Client to transaction data repository and Client, under EMIR and relevant legal requirements, must
him/herself provide such transaction information.
6.12. If at the time of providing information on the transaction a mistake is made, the Parties agree
to take all appropriate measures in good faith to correct the error within a reasonable period of time
and to provide new or modified information about the transaction.
6.13. If the Client i) does not acquire legal entity identifier (LEI) or a similar code, or fails to
perform other actions as required by EMIR, or ii) fails to submit the full and correct data needed to
provide information about the Transaction (or provides false or misleading information) or iii) fails
to take reasonable steps to correct errors in a Transaction report, the Bank has the right, in its sole
discretion to refuse to conclude Transaction with the Client, to refuse on the Client's behalf to
provide information about the Transaction (in this case, the Client must provide information
him/herself), to immediately terminate all Transactions and the Contract, or jointly with the Client
to take all the necessary steps and make changes that are necessary because of the circumstances
resulting from the correction of errors.
7. CONTRACT DURATION AND TERMINATION PROCEDURE
7.1. The Contract shall enter into force upon signature and shall be valid for an unlimited period.
7.2. The Contract may be terminated:
7.2.1. By Client's or Bank's initiative. The Contract may be terminated if one Party warned in
writing (sent by registered mail to the addresses specified in the Contract) the other Party no less
than fourteen (14) calendar days before the desired date of termination. Contract termination date
may only be Banking day;
7.2.2. The Bank has the right, but in any case not the obligation, on the Bank's initiative to terminate
the Contract immediately, without going to court, having informed the Client by telephone or other
means of communication to Client's address and (or) numbers specified in the Contract (no later
than before the end of the same Banking day by sending written notice to Client by registered mail
to the Bank-known Client addresses specified in the Contract), if the Client is in material breach of
the Contract by one or more of the following ways:
7.2.2.1. The Client for no less than three (3) calendar days is fully or partially late to pay to the
Bank under the Contract and (or) the Transaction;
7.2.2.2. The Client fails to fulfil its payment obligations under other arrangements upon written
request of the Bank and/or persons associated with the Bank;
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7.2.2.3. Bank becomes aware that the Client completely or partially failed to pay or is late to pay,
fails to pay the penalties and/or interest on late payment to other financial institutions for similar
services;
7.2.2.4. Bank becomes aware that the Client completely or partially failed to pay or pays late, to
avoid paying penalties and / or interest on late payment to third parties (except as specified in
paragraph 7.2.2.3), and this leads to further threat of execution of the Client's obligations under the
Contract and / or Transactions;
7.2.2.5. The client refuses to provide the Bank reasonably requested documents related to the
Client's activities;
7.2.2.6. Client is in liquidation, restructuring, reorganization, bankruptcy, or the Bank believes that
there are sufficient grounds to say that one of these processes will be initiated;
7.2.2.7. The Client refuses to approve any Transaction in the procedure laid down in the Contract;
7.2.2.8. It turns out that any Client’s application or approval, documents or information that the
Client has provided to the Bank is or has become factually inaccurate, or misleading, or turns out
negative information about Client’s reputation, and the Bank believes that it will have a material
adverse effect on the Contract or Transaction execution;
7.2.2.9. Any Clients account with the Bank, funds or other assets or part thereof is arrested or
imposed other restrictions of disposition of account or other assets or its part, under the laws of the
Republic of Lithuania and it in the Bank's view, jeopardizes due execution of the Client's
obligations under the Contract or Transaction;
7.2.2.10. If (i) due to changes in legislation or other reasons, execution of the Contract or
Transaction shall become unlawful, or (ii) in accordance with the applicable law, any provision of
the Contract or Transaction becomes illegal or unenforceable;
7.2.2.11. If due to changed circumstances, for the Bank to continue carrying out the Contract
becomes significantly disadvantageous, namely execution price materially increases or the received
execution substantially reduces;
7.2.2.12. Bank becomes aware that the Client has not provided information on occurrence of any
other event that may have a material adverse impact on the Client's ability to fulfil obligations
associated with the Contract (e.g. actions of public institutions, sanctions applied, substantial losses
suffered, judicial, administrative or other disputes or proceedings instituted or otherwise) or other
circumstances are revealed that the Bank believes may have a material adverse impact on the
Client's ability to properly fulfil his/her obligations
7.3. If one Party sends the other Party a notice of cancellation under paragraph 7.2.1, no new
Transactions are concluded from the day such notification is sent inclusively. On the desired date of
Contract termination indicated in the notice, Summary is compiled and all the Transactions in force
on that date are carried out applying procedures as per paragraph 7.6 - 7.11.
7.4. If the Bank terminates the Contract on the grounds established in paragraph 7.2.2, no new
Transaction are made from the Bank's report by telephone or other means about such termination to
the addresses and / or telephone numbers of the Client specified in the Contract. On the same day
Summary is compiled, and all the Transactions in force on that date are carried out applying
procedures as per paragraph 7.6 - 7.11.
7.5. The Contract is considered fully terminated and ended when both Parties have fully complied
with the payment obligations under the Summary and paid interest on late payments, if they were
applied.
7.6. Bank on the Contract termination day compiles a Summary. The summary shall show the
obligations of the Parties under the delayed to execute Transactions with the exception of interest
on late payments and obligations under the terminated Transaction.
7.7. Summary is compiled in accordance with the following provisions:
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7.7.1. The amounts to be paid by Client to the Bank under delayed and terminated Transactions are
marked with a plus sign in the Summary; the amounts to be paid by Bank to the Client under
delayed and terminated Transactions are marked with a minus sign in the Summary;
7.7.2. In the case of termination of non-deferred execution currency exchange, advance exchange,
currency exchange arrangements and currency exchange Transactions, the Bank's receivables are
considered each amount, which the Client undertakes to pay in accordance with concluded
Transactions. Bank payables are considered to be any amount which the Bank is obliged to pay
under the concluded Transactions;
7.7.3. Each of the Bank receivables and payables are calculated in euros on the desired date of
termination of the Transaction at the Bank-set currency buying and selling price. Bank’s receivables
are calculated in euros according to the Bank’s currency sales price. Bank’s payables are calculated
in euros according to the Bank’s currency purchase price;
7.7.4. All Bank’s receivables and Bank’s payables are added together in euros;
7.7.5. Amount of the payment obligations to be executed at termination of the Contract, is obtained
by adding total Bank’s receivables and total Bank’s payables. If the total amount of the payment
obligations to be executed at termination of the Contract is positive, the Client must pay this amount
to the Bank. If it is negative, the Bank is required to pay such a sum to the Client.
7.8. Bank sends the Client the Summary at the fax number or e-mail specified in the Special Part. If
the summary is sent before 15:30 of Contract termination date Client's authorized persons shall sign
the Summary and no later than before end of the same Banking day send the Summary to the Bank
at fax number or e-mail specified in the Contract, thus confirming that the Summary was received.
If the Summary is sent after 15:30, it is signed and sent to the Bank immediately on the following
business day.
7.9. If the Client, having received the Summary at the latest by the end of the date of termination
does not state sound claims regarding the Summary or fails to confirm its receipt, it is considered
that the Client acquainted with its content and has no objections. At Client's request, the Bank is
required to explain its calculations used to compile the Summary: give Reuters, Bloomberg or the
like information systems statements, attesting that amount of liabilities was calculated according to
that days’ market price change interval. The Parties agree that presentation of such extracts will be
suitable evidence for the market price validity.
7.10. The Bank no later than before the end of the next Banking day sends the Client a copy of the
Summary by registered letter.
7.11. The Party undertakes to pay the amount specified in the Summary to the other Party no later
than before the end of the Banking day on which the Summary was sent.
8. FORCE MAJEURE
8.1. Party is exempted from the payment of fines and penalties if it proves that Contract conditions
are not fulfilled on time or properly due to circumstances beyond his/her control and that he/she
could not foresee them when making the Contract, and could not prevent the emergence of these
circumstances and their consequences. Force majeure will be considered: disorders of a settlement
system in Lithuania and abroad, electronic system problems without the Bank's fault (this does not
apply if the Party was able to fulfil the obligation in other ways), if these events and / or
circumstances directly affected Party’s or both Parties’ opportunities to carry out the Contract and /
or the specific Transaction conditions.
8.2. The Parties agree that in the case of force majeure, they will be guided by the Civil Code,
Article 6.212.
8.3. Party that due to force majeure is unable to properly or timely carry out its obligations under
the Contract, must, not later than three (3) Banking days, inform the other Party. Late information
or failure to inform the other Party deprives it of the right to invoke force majeure as a ground for
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exclusion from liability for the failure to execute liabilities timely or properly and forfeits
indemnification.
8.4. In the event of force majeure, the obligations of the Parties are postponed to the deadline agreed
by the Parties, but the Parties are not entitled to terminate the Contract. Deadline by arrangement
between the parties may be extended.
8.5. If, after the lapse of the agreed term the Party which has been or is affected by force majeure,
can not continue to meet its obligations, the other Party is entitled to claim for forfeit after the lapse
of the agreed time limit or to terminate the Contract in accordance with paragraph 7.2.1 and annul
mutual obligations.
9. CONFLICTS OF INTEREST AND PROMOTION MEASURES
9.1. Given the fact that the Bank offers its Clients a wide range of investment services from time to
time this may result in a conflict of interest between the Bank and its clients, between Bank clients,
the Bank's various activities or between activities of the Bank and other companies related to the
Bank. The Bank has carefully analyzed the areas where there is a potential for conflicts of interest.
Therefore, the specific measures are prepared that ensure as much as possible reduction of the risk
of conflicts of interest. These features include: ensuring that the Bank's areas of activities, which
may give rise to conflicts of interest, are separated from each other and that they do not unduly
affect other activities; requirement that information on potentially sensitive areas of activity was
confidential; approval of instructions that the Bank's employees (and their immediate family
members) can not have personal gain from their work with the clients; always insisting that clients'
orders are processed only in accordance with the interests of the client, irrespective of any
inappropriate factors representing the interests of others.
9.2. The Bank has approved conflicts of interest avoiding policy, which includes measures on how
such conflicts of interest should be managed in order to avoid them, that they do not adversely
affect the interests of the Client. Find more information or the conflicts of interest policy via Bank’s
website www.sb.lt.
10. DISPUTE RESOLUTION
10.1. Contract is executed, explained and all related disputes are solved according to the laws of the
Republic of Lithuania and in accordance with relevant international banking and capital market
standards. Disputes arising from the contract and / or its execution shall be solved by the Bank and
the Client by way of negotiations.
10.2. In the case Client notices discrepancies or inconsistencies in the information provided by the
Bank of OTC Transactions and (or) the operations carried out, he/she must immediately, but no
later than within sixty (60) calendar days from the transaction date, in writing or in any other
manner acceptable to the Bank to submit a claim to the Bank. The Parties undertake to immediately
start negotiations on settlement of the dispute. If the dispute is not resolved within 15 (fifteen)
working days from the start of negotiations, the Parties may apply to the competent court of Vilnius
or the Bank of Lithuania or other appropriate institution according to the Lithuanian legislation. The
Client, by signing the Contract, agrees that the Bank, in accordance with the requirements set out in
EMIR, notifies the supervisory authorities of the outstanding disputes and provides other relevant
information.
11. FINAL PROVISIONS
11.1. The Contract can not be considered as a commitment of the Parties to conclude mutual
Transactions.
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11.2. The parties declare that they have full power and authority to enter into the Contract and to
fulfil all assumed commitments, as well as to make Transactions of financial instruments.
11.3. Making of Transaction in order to reduce the negative impact of exchange rate changes on
future income or assets held in foreign currency is regarded as a risk mitigation tool. The Client
confirms that he/she has been warned that making of the Transaction in order to profit from changes
in exchange rates is high risk activities. The Client commits to adopt all transactional decisions after
consultation with his/her financial advisors, having intelligently and carefully considered all
weaknesses and strengths of each of the Transactions executed.
11.4. The Parties agree that the Transactions made before signing the Contract which are
incomplete (see Annex 3), from the date of entering into the Contract are governed by the Contract.
11.5. All written reports of the Parties must be sent to the addresses specified in the Special Part,
with the exception of the Bank’s notifications to the Client (Bank and the Client agreed transaction
conditions, set out market prices and / or the estimated settlement amounts are approved) specified
in the annexes, which can be sent by fax, e-mail, etc. and other exemptions provided for in the
Contract.
11.6. The Parties shall inform each other no later than on the next Banking day on changes in their
details. Party in breach of this requirement, has no right to state claims and objections that the other
Party’s actions, carried out according to the latest details of which it is aware, does not meet the
terms of the Contract, or that it did not receive messages sent using these details.
11.7. In the case if some unknown in advance market prices are to be set according to the Contract
and / or specific Transaction and such prices cannot be set by the Parties on the agreed date for any
reason, then they will be set on the next Banking day in accordance with the relevant international
market standards (arrangements).
11.8. In the case if some unknown in advance market prices are to be set according to the Contract
and / or specific Transaction and the person who publishes the prices, makes mistakes, which he
later corrects by changing previously published data, the Parties on the same day, when they
become aware of such corrections must pay each other the amount of difference resulting from the
incorrect and correct price application.
11.9. Titles of clauses of the Contract do not affect interpretation of the Contract, its clauses or
individual provisions.
10.11. If any clause of the Contract would be in contrary to the laws of the Republic of Lithuania or
other legal acts, the Parties undertake to immediately replace such clause contradicting the existing
laws of the Republic of Lithuania or other legal acts contrary with the lawful condition having the
closest meaning.
11.11. The Contract is concluded and Contract-related information and documents are provided to
the Clients as well as other relations between the Bank and the Client are carried out in Lithuanian
language, unless the Client selects another language acceptable to the Bank, in which the Bank
offers to provide information. In case the Contract and (or) Transaction is made in several
languages and discrepancies are found between them, the Parties agree to follow the Contract and
(or) the Transaction text in the Lithuanian language.
11.12. The Bank's relationship with the Client before making the Contract as well as the Contract
are applied Lithuanian law.
11.13. The contract and its annexes are made in Lithuanian language in 2 (two) equally binding
copies, one for each of the Parties.
11.14. The Parties, by signing the Contract, confirm that:
11.14.1. The Contract is signed by duly authorized representative of the Party and creates valid
rights and obligations for the Party;
11.14.2. They have read the Contract, understood its contents and consequences and by signing the
Contract confirmed that its provisions are fully in line with their wishes.
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11.15. The Bank has the right to unilaterally alter the general part conditions of the contract and
related documents. Adjustments will be notified - published on the bank's website no later than
thirty (30) calendar days prior to their entry into force. If within thirty (30) calendar days after the
date of publication the Client enters no written request to terminate the Contract and (or) further
makes Transactions, it is deemed that the Parties have agreed on new conditions.
12. CONFIDENTIALITY
12.1. Terms of the Contract and information received in performance of the Contract by the Parties
is kept confidential and shall not be publicly divulged to third parties without the other Party's prior
written consent, except for the disclosure of information:
12.1.1. in the cases provided for in the Contract and / or mandatory cases established by the laws of
the Republic of Lithuania;
12.1.2. where such information is publicly available (except when it went public through
infringement of the Contract);
12.1.3. to persons providing audit services in accordance with the Contract and performing Bank’s
or Client’s activities or financial statements audit;
12.1.4. to lawyers who provide legal services in connection with the making the Contract and / or its
execution to either of the Parties;
12.1.5. to collateral provider and / or owner;
12.1.6. to Client's shareholders / unitholders;
12.1.7. to Bank’s prospective rights and / or obligations transferee or the acquirer of the assets
(including where the Bank provides the credit claim arising out of this Contract as a financial
collateral) and / or the Bank's parent and subsidiary companies, including their subsidiaries and
their all divisions. The Bank also has a right to which the Client agrees and authorizes the Bank to
obtain such information from these companies;
12.1.8. to persons providing services to the Bank in connection with the provision of financial
services under the Contract;
12.1.9. to other banks and credit institutions in order to implement the rights of the Bank under the
Contract.
12.2. In the case Client unsatisfactorily performs or fails to perform payment obligations under the
Contract for more than thirty (30) calendar days, Client agrees and authorizes the Bank to disclose
information about the Client and / or the Contract and the Client's obligations under it to any third
parties, including publicly, and / or collect information about the Client from third parties by Bank
itself or using the services of other persons.
12.3. Client agrees that the Bank collected all the information referred to in the Contract on the
Client, handled such data and in accordance with the Lithuanian legislation requirements provided
any such information obtained to the loan risk database established and managed by the Bank of
Lithuania.
12.4. The Client by signing the Contract, expresses the consent that the Bank, in accordance with
the requirements of EMIR, provided Transaction information to repository or to a third party which
would transmitted this information to the trade repository, regardless of the data-disclosure or
confidentiality agreements, or Bank secrets or data privacy requirements.
13. DEFINITIONS
13.1. Settlement date: This is the Bank's and the Bank's partner business day on which the Parties
must fully settle according to the transaction.
13.2. Bank: Šiaulių bankas AB, its details are indicated in the Special Part of the Contract.
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13.3. Banking day: any Bank business day on which the Bank, in the course of ordinary activities,
performs all payment transactions and provides all services under the Contract.
13.4. Bank's working hours: this is the time when the Bank, as a part of its normal business,
executes all payment transactions and provides services under the Contract.
13.5. General part: this part of the Contract establishes the general obligations of the parties
related to entering into Transactions.
13.6. Necessary conditions of transaction: the conditions necessary to enter into a different type of
Transactions specified in Appendix 2, for which the Parties must agree in order the Transaction
would be deemed concluded.
13.7. EMIR: 4 July 2012 European Parliament and Council Regulation (EU) No. 648/2012 on OTC
derivatives, central counterparties and trade repositories (Eng. European Markets Infrastructure
Regulation);
13.8. Derivatives transaction (or Transaction): any of the Transactions specified in annex 1 to the
Contract, their types and combinations formed through established procedure in execution of the
provisions of the Contract.
13.9. Client: the person referred to in the Special Part of the Contract.
13.10 LIBOR: the London inter-bank market average interest rate for which banks are willing to
lend funds in foreign currency to other banks.
13.11. Summary of payment obligations to be executed at termination of the Contract (or
Summary): the document showing amount of the payment obligations executable at termination of
the Contract and the method of its calculation. This amount does not include interest on the delay of
the discharge of obligations. Summary is compiled at Contract termination.
13.12. Spot settlement execution: execution of financial obligations no later than within two
banking days after entering into Transaction.
13.13. Transaction being terminated: the Transaction that is terminated before the final
Settlement date set in the Approval, which must be carried out in accordance with the Summary.
13.14. Approval: Appendix to the Contract being integral part of the Contract in the Bank's
prescribed form, formalizing one specific Transaction and containing all harmonized terms.
13.15. Market price: the price established due to supply and demand relationship.
13.16. Transaction validity period: the time from the moment of entering into Transaction till the
Parties complete settlement under the Transaction.
13.17. Transaction date: the banking day on which the Parties entered into the transaction.
13.18. Transaction duration: the time from the date of entering into the transaction till the
Settlement date of the Transaction set by the Parties.
13.19. Special part: the part of the Contract, which shall include the data of the Parties and the
specific obligations of Parties in entering into Transactions.
13.20. Contract: this Derivative Transaction Contract and all its appendices.
13.21. Party: the Bank or the Client separately.
13.22. Parties: the Bank and the Client jointly.
13.23. Third parties: any natural or legal person, other than Bank and Client.
13.24. Delayed to execute Transaction: the Transaction in which one Party has failed to fulfil the
payment liability before the Settlement date set in the Approval.
13.25. EURIBOR: average interbank interest rate at which banks are willing (prepared) to lend
funds to other banks in euro.
Appendices:
1. List of transactions entered into on Contract basis;
2. Description of prerequisite terms of Transaction;
3. List of transactions of the Bank and Client valid before signing the Contract;
4. Foreign Exchange Forward approval form;
5. Foreign Exchange Forward closing approval form;
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By signing the Contract I, the Client, confirm that I got copy of the Contract with all its appendices,
got acquainted with them and undertake to adhere to them.
Bank:
AB Šiaulių bankas
Client:
[name, surname]
[name, surname]
(signature)
STAMP
(signature)
STAMP
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APPENDIX 1
TO DERIVATIVES TRANSACTIONS CONTRACT
LIST OF THE TRANSACTIONS ENTERED INTO ON THE BASIS OF THE CONTRACT
Name of transaction
Neatidėto vykdymo
valiutų keitimo
Sandoris
Abbreviation of
English equivalent
Spot
Išankstinis valiutų
keitimo Sandoris
Foreign Exchange
Forward
(FX Forward)
Išankstinis valiutų
keitimo Sandoris,
sumokant tik kainos
skirtumą
Non – Deliverable
Forward, (NDF)
Definition
This is the bilateral agreement to buy or sell an
agreed amount of currency for another currency
at the price set at the time of the Transaction and
to pay no later than within two banking days
from the Transaction date.
This is the bilateral agreement to buy or sell an
agreed amount of currency for another currency
on an agreed date in the future at the price set at
the time of the Transaction.
This is a preliminary currency exchange
agreement, where the parties undertake to cover
the difference between price of the currency
being sold or bought set on the date of forward
exchange settlement date and price of the
currency set on agreed date, but no earlier than
two Banking days prior to the Settlement date.
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APPENDIX 2
TO DERIVATIVES TRANSACTIONS CONTRACT
PREREQUISITE TERMS OF TRANSACTIONS
Settlement date
Name of currency sold by the Bank
Amount of currency bought or sold by the Bank
Name of currency bought by the Bank
Forward currency sale or purchase price
Date of setting market price
Currency sale or purchase price
FI name
FI price during transaction
FI quantity
Interest rate
Currency
Main amount
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
FX Swap
Non – Deliverable
Forward
Spot
Foreign Exchange
Forward
Terms
Yes
Yes
Yes
Yes
Yes
Yes
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APPENDIX 3
TO DERIVATIVES TRANSACTIONS CONTRACT
VALID TRANSACTIONS ENTERED INTO BY TRANSACTION PARTIES
The Parties agree that the following Transactions entered into by the Parties before signing the Contract after
signing the Contract become regulated by the Contract:
No
1.
2.
3.
...
Name of transaction
Bank
Transaction No
Final Settlement date
Client
AB Šiaulių bankas
(signature)
STAMP
(signature)
STAMP
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APPENDIX 4
TO DERIVATIVES TRANSACTIONS CONTRACT
FOREIGN EXCHANGE FORWARD TRANSACTION APPROVAL No FW_YYMMDD_[nr]
BANK:
Address:
Code:
AB Šiaulių bankas
Tilžės 149, LT-76348 Šiauliai
112025254
CLIENT
Address:
Personal ID
number/code
Transaction conclusion date
Transaction settlement date
Transaction price:
Spot settlement currency rate at the time of making the
Transaction
Transaction currency rate
Difference between Transaction and Spot settlement
currency rate
Currency sold by Client:
Currency code
Amount
Amount in words
Currency sold by Bank:
Currency code
Amount
Amount in words
Settlement currency:
Currency code
Method of settlement
Transaction performance guarantee by pledging Pledge Objects referred to in the Special Part of Pledge
Contract
Total market value of the Pledge Objects requested by
the Bank (% from Transaction amount)
Value of the Pledge Objects requested by the Bank
(Currency)
Amount in words
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Ratio between Client’s obligation towards the bank under
Transaction and Pledge Object market value can be no
more than (%)
Pledge Objects pledged by Client to Bank:
Cash funds (amount, currency):
Deposit (amount, currency, deposit account No)
Financial Instruments (name, ISIN, number, FI market
price, pledge rate, value of FI mortgage)
Extra conditions:
Setting ths sold/purchased currency rate on the As agreed
Settlement date
Conditions
1. Transaction entering and execution procedure as well as Parties’ responsibility for execution or improper execution
are set out in the Main Derivatives Contract No ___, and this Approval is an integral part of the Contract.
2. If the Client received the Transaction Approval by fax or e-mail, over the time acceptable to the Parties, but
no later than before the end of the same Banking day does not sign and return it to the Bank, raises no claims on
justice of Transaction terms set in the Approval, it is assumed that the Client familiarized with Approval content
and does not object.
3. Unjustified refusal to approve the concluded Transaction, failure to send timely the Approval does not release the
Party from fulfilment of obligations set forth in the Transaction.
4. Pledge of cash funds and / or financial instruments
With the means of this Approval, Client undertakes to pledge the Bank the assets, which the Bank considers sufficient
to ensure fulfilment of the Client’s potential liabilities from this transaction. If the Client fails to fulfil this obligation,
the Bank has the right not to enter into Transaction or to execute Transaction before the deadline. The Bank has the
right but not the obligation, to realize the collateral in the market and cancel the Transaction without notifying the
Client if the market conditions are such that the Bank believes that there is a risk that the collateral may be insufficient
to meet Client’s commitments.
5. Client's obligation arising from the Transaction can be calculated for each day in accordance with the Bank's internal
procedures. If the Client’s commitment and collateral ratio exceeds the level set in the Approval, then the Bank has the
right to ask the Client to supplement the pledge. The Client is required to supplement the Pledge within one working
day after the date on which the Bank sent the message to the Client, unless the notification specifies otherwise. If the
Client fails to supplement on time the Pledge, the Bank has the right to carry out the Transaction before the deadline in
its sole discretion, taking into account the market conditions at that date.
6. Set-off of commitments.
Client’s and Bank's obligations to each other, originating from this Transaction, can be set-off.
7. The Client confirms that he is fully aware of the financial and economic assumptions of the Transaction
concluded, its conditions, their meaning and possible consequences in the case of changes in the situation on the
financial markets.
8. Please be warned that you are about to enter into Transaction, which, based on the information you provided, is
invalid. The Transaction will be implemented as a specific instruction to the Bank accurately and without deviating
from the conditions. Please be advised that the Bank will not be responsible for any loss and other negative
consequences of the risks you assume in this instruction.
Client’s name, surname and signature: ............................................ ...............
(8 paragraph is used when the client is a professional investor)
Bank
Client
AB Šiaulių bankas
(signature)
STAMP
(signature)
STAMP
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APPENDIX 5
TO DERIVATIVES TRANSACTIONS CONTRACT
NDF CLOSING APPROVAL No FW_YYMMDD_[nr]
BANK:
Address:
Code:
AB Šiaulių bankas
Tilžės 149, LT-76348 Šiauliai
112025254
CLIENT
Address:
Personal ID
number/code
Transaction making date
Transaction settlement date
Transaction price:
Spot settlement currency rate at the time of making
Transaction
Transaction currency rate
Difference between rates of the Transaction and
spot settlement currency
Rate of currency sold/purchased on the date of
settlement
Settlement
Currency code
Amount
Amount in words
Conditions
1. Transaction entering and execution procedure as well as Parties’ responsibility for execution or improper execution
are set out in the Main Derivatives Contract No ___, and this Approval is an integral part of the Contract.
2. If the Client received the Transaction Approval by fax or e-mail, over the time acceptable to the Parties, but
no later than before the end of the same Banking day does not sign and return it to the Bank, raises no claims on
justice of Transaction terms set in the Approval, it is assumed that the Client familiarized with Approval content
and does not object.
3. Unjustified refusal to approve the concluded Transaction, failure to send timely the Approval does not release the
Party from fulfilment of obligations set forth in the Transaction.
4. Set-off of commitments.
Client’s and Bank's obligations to each other, originating from this Transaction can be set-off.
5. The Client confirms that he is fully aware of the financial and economic assumptions of the Transaction
concluded, its conditions, their meaning and possible consequences in the case of changes in the situation on the
financial markets.
Bank
Client
AB Šiaulių bankas
(signature)
STAMP
(signature)
STAMP
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