Terms and Conditions
Konstitucijos av. 21A
Terms and Conditions - Yelza
These are the General Terms and Conditions (hereinafter referred to as "GTC") of UAB Yelza, registered in the trade register of the Chamber of Commerce in Vilnius under number 305939408.
1: Parties 1) You are the customer. You may also be referred to as “Customer” in the remainder of these GTC. Even if you jointly open 1 account with several people, you are jointly referred to as “Customer”. 2) We are UAB Yelza. We will also be referred to as “YELZA” in the remainder of these GTC.
In these GTC the following is understood to mean:
2.1. Investment services or investment customer service: All services that we provide to you at your expense and risk and that relate to (performing) transactions in securities such as asset management and execution only.
2.2. Investment universe: The investment universe consists of all securities that we or the third parties engaged by us may hold or administer and that have been approved by us or the third parties engaged by us.
2.3. Spending limit: Your spending limit is the amount of money in your trading account that you are free to use.
2.4. Stock exchange: Any trading platform on which your securities can be traded through us.
2.5. Derivatives: Derivatives are securities that derive their value from the value of another asset, such as stocks or foreign currency. A Derivative is also referred to as a 'derived product'. The main derivatives that can be concluded through us are options, futures, swaps and forwards.
2.6. Security(/ies): All financial instruments listed in Section 1:1 of the Financial Supervision Act of Dutch Law. For example, shares (or certificates thereof), bonds, participation rights in investment institutions, options and futures. But also all financial instruments that we classify as securities from time to time and that we administer in a securities account.
2.7. Securities account: An account that we open in your name. We administer money, securities and transactions in securities on this account.
2.8. Execution only: Receiving, passing on, executing or having orders executed on your initiative and at your expense and risk.
2.9. Customer portal: In the GTC, by customer portal we mean the electronic environment(s) that we have set up for you as a secure communication channel between you and mobile apps and (other) apps or similar functionalities agreed for your investment services.
2.10. Legal Entity Identifier (LEI): In order to correctly report your transactions in securities, you as a business client (legal entity) must have an LEI. The LEI is a unique code that identifies you as a business client (legal entity).
2.11. Order: A purchase or sale order to effect transactions in securities. These are assignments that you give to us, but also assignments that we perform for you in asset management.
2.12. Regulations: All rules as they apply for the duration of our relationship. For example, the articles, rules and other regulations of an exchange, Euroclear Nederland and LCH Clearnet A. and the contract specifications of a security. But also all other rules, regulations and customs that apply if we execute an order for you or if we use (foreign) payment and settlement systems and/or custody institutions.
2.13. Assets: The money and securities in your brokerage account(s).
2.14. Asset management/management of your assets: Carrying out on your behalf or in your name and at your expense and risk all management and disposition acts with regard to your assets, including disposal, encumbrance, investment and reinvestment and furthermore all acts that we need or desire find for this. This also includes the exercise of option contracts, the collection of coupons, dividends and redeemable bonds and all other actions arising from asset management.
2.15. Yelza website: yelza.com
3.1 These GTC set out basic rules that we and you must adhere to. These apply to all products and services that you purchase or will purchase from us and the entire relationship you have or will have with us. These are rights and obligations of you and us.
3.2 For our services, you enter into one or more agreements with us for products or services that you purchase from us. If there is a provision in the agreement that conflicts with the GTC, it will take precedence.
3.3 If you conclude an agreement for a product or service, the agreement may contain deviating conditions that apply specifically to that product or service. An example of special conditions: You open a securities account in the context of execution only. We work together with a third party where we open the account on your behalf. Therefore, the account opening agreement states that the terms and conditions of this third party take precedence. If there is a provision in its terms and conditions that conflicts with the GTC, it will take precedence over the GTC.
3.4 The following also applies: You may also use general terms and conditions yourself (for example, if you have a company). Then the GTC apply and not your own general terms and conditions. Your own general terms and conditions only apply if we agree this with you in writing. It is possible that you (also) have a relationship with a foreign branch of ours. This may have local terms and conditions, for example because they are more in line with the legislation that applies in that country. If there is a provision in those local terms and conditions that conflicts with a provision in the GTC or a provision in the Dutch special terms and conditions, then the local terms and conditions take precedence on that point.
3.5 These GTC can also be invoked by those natural and legal persons who are directly or indirectly involved in any way whatsoever, whether or not on the basis of an employment contract, in the provision of services to you (by or on behalf of us).
4: Duration and termination
4.1 The relationship between you and us begins when the agreement between you and us is concluded. The relationship is entered into for an indefinite period of time.
4.2 You can terminate the relationship whenever you wish. You do this by sending us a message in which you advise that you want to end the relationship. We may prescribe rules (e.g. forms) that you must follow when canceling.
4.3 Termination means that the relationship and all current agreements are terminated. Partial cancellation is also possible. In that case, for example, certain agreements may continue to exist.
4.4 If you only want to terminate a certain service, the same applies as for terminating the relationship.
4.5 If conditions apply to the termination of an agreement, such as a notice period, they will be observed. During the settlement of the relationship and the terminated agreements, all applicable terms and conditions remain in force.
4.6 We can also terminate the relationship (or a particular service) by giving notice. It is not necessary that you are in default with the fulfillment of an obligation. In the event of cancellation, we will comply with our Duty of Care as referred to in Article 5 paragraph 1 (Duty of Care). If you ask us why we are terminating the relationship, we will let you know. If we do this, a notice period of one month applies. If we believe that the relationship with you is a threat to our integrity or that of the financial sector, for example if our reputation or that of other financial institutions is compromised or if fraud is suspected, we can terminate without notice. We can also terminate the relationship without notice if a situation arises as referred to in Article 48 paragraph 1 (Seizure, bankruptcy, etc.).
4.7 Do you have a securities account which has contained no assets for more than twelve months? Then we are allowed to terminate it. We will advise you of this in advance. You will then have one month left to inform us that you do not agree with the cancellation. After that, we will close the securities account.
4.8 If you close your securities account, we will also see this as a cancellation of the services for which this account is required. We will then stop providing those services. You always need a securities account to use our services.
4.9 Terminating the relationship (or a particular service) does not release you from your obligations to us. The conditions declared applicable will continue to apply until you have fulfilled all your obligations and no new obligations can arise.
5: Duty of Care
5.1 We are careful in our services and considerate of your interests to the best of our abilities. We do this in a way that is in line with the nature of the service. This important rule always applies. Other rules in the GTC or in the agreements applicable to products or services and the associated special conditions cannot change this. We strive for understandable products and We also strive for understandable information about those products and services and the risks involved.
5.2 You are careful towards us and consider our interests to the best of your abilities. You cooperate in ensuring that we can perform our services correctly and meet our obligations. By this we mean not only our obligations towards you, but also, for example, obligations that we have towards supervisory authorities or tax authorities or other (national, international or supranational) authorities in connection with our services to you. You provide us, if we ask for it, with the information and documentation we need for this. If it should be clear to you that we need that information or documentation, please provide it yourself. You may only use our services or products for their intended purpose and not misuse them or allow them to be misused. In the case of misuse, do you think, for example, of criminal offenses or activities that are harmful to us or our reputation or that can damage the functioning and reliability of the financial system.
6.1 You must always fully and accurately fulfill your obligations to us. In this way you prevent us from taking measures, such as (temporarily) suspending service or terminating the relationship. Are we not taking any measures (yet)? This does not mean that we approve of the violation or exceedance and that you may continue to violate or exceed our agreements. We can always take measures at a later time.
7: Activities and purposes
7.1 Financial institutions play a key role in the national and international financial system. Unfortunately, our services are sometimes misused, for example for money laundering. We want to prevent abuse and the law in fact obliges us to do so. We need information from you for this. The information may also be necessary for, e.g., the assessment of our risks or the proper course of our services. Therefore, if we ask you to inform us at least about:
a. your activities and goals
b. why you are purchasing or want to purchase a product or service from us
c. how you obtained money, securities or other items that you have placed with or through us.
7.2 You must also provide us with all information we need to determine in which country(/ies) you are a tax resident.
7.3 You cooperate in allowing us to verify the information. When using the information, we adhere to the applicable privacy regulations.
8: Non-public information
8.1 In providing our services to you, we may use information that we receive from you. We may also, for example, use information that is public. Public information is information that everyone can be familiar with, for example because that information is in the newspaper or on the internet.
8.2 We may have information outside of our relationship with you that is not public. You must not require us to use this information to provide services to you. This information may be confidential or price sensitive. An example: It may be that we are confidentially aware that a listed company is doing badly or very well financially. In that case, we may not use that information to manage your assets.
9: Engagement of third parties
9.1 We may engage others in our services, and outsource work. If we do this in the performance of an agreement with you, this does not change the fact that we are your point of contact and contracting party.
9.2 You may give us a power of attorney for one or more specific legal acts. With this power of attorney we can perform these legal acts on your behalf. You are then bound by them. The following applies in any case to powers of attorney that we have from you:
a. If a counterparty is involved in the performance, we may also act as a counterparty ourselves. An example: We have your power of attorney to, among other things, pledge assets that you have with us to ourselves in accordance with Article 42 paragraph 1 (a pledge on, among other things, your assets).
b. If we use that power of attorney, we will pledge your assets to us on your behalf.
c. We may also pass on the power of attorney to another person. The other person can then use the power of attorney. We are careful in choosing the other person to whom we pass on the power of attorney.
d. If our company is (partially) continued by someone else, for example as a result of a merger or demerger, that other person can also use the power of attorney.
e. We choose others whom we engage with due care. If you have engaged or appointed someone else yourself, then the consequences of that choice are for you.
10: Information about you and your representative
10.1 We are required by law to verify your identity. If we request it, you will provide us with the following information, among other things:
a. Information about natural persons:
I. first and last names, date of birth, place of residence and citizen service number. You cooperate with the verification of your identity by showing us a valid proof of identity that we consider suitable, such as a passport.
II. marital status and matrimonial or partnership property regime. This information may determine whether you need each other's consent for certain actions or whether you have joint assets from which claims can be recovered.
III. Proof of residence. This is proof that you do indeed live at the address you provided.
b. Information about business customers: Legal form, registration number in the Trade Register and/or other registers, registered office, VAT number, insight into the ownership and control structure.
10.2 You agree to allow us to verify this information. We use this information, for example, to comply with legal obligations or to provide our services to you.
10.3 We may also need this information about your representative. Your representative must provide that information to us and assist us in verifying this information. That representative could be, for example:
a. a legal representative of a minor (usually mother/father);
b. an authorised representative;
c. a director of a legal entity.
10.4 Changes in your and your representative's details must be communicated to us immediately. This is important for the implementation of our legal obligations and our services to you. It may also be that you do not need a representative at first, but that you do need one later. This must then be reported to us immediately. For example, consider the following situations:
a. your assets will be placed under administration
b. you will be placed under guardianship
c. you enter into a debt restructuring scheme, receive (provisional) suspension of payment or go bankrupt, or
d. you cannot perform all legal acts (untouchably) yourself for another reason.
10.5 We may record and store the information. Sometimes we are even obliged to do so. We may also make a copy of the documents showing this information, for example a passport, for our records. We adhere to the applicable privacy regulations.
11: Joint account
11.1 You may have a securities account with us together with other persons. This is then an and/or account. This is only different if we have agreed with you that it is an and/and account. The name of these accounts is always the same.
11.2 The following rules apply to both the and/or account and the and/and account:
a. If we owe a performance on account of our services, each of the account holders has its own and independent entitlement to that performance in its entirety. However, we only ever owe the performance once, so that it is also released to the others by performance towards one.
b. We only need to inform one account holder. We assume that this information is shared with the other account holder(s). Every account holder is bound by this information. This also applies if the account holders do not use the same email address or do not live at the same address.
c. Has one of the account holders approved our messages or received our communication? This will then also apply to the other account holder(s).
d. The account can only be closed by you with the consent of the other account holder(s).
e. Each account holder is individually and fully liable for the fulfillment of its obligations to us. For example, is the account debited more than allowed? In that case, each account holder is separately liable for repaying the shortfall as quickly as possible. Each account holder is liable for the repayment of the entire amount. We may hold each account holder accountable for this. We are free in our choice. However, the account holders only owe this performance once, so that performance by one also releases the other(s).
f. We may at any time set off the balance of the joint account against the balance of other accounts in the name of one or each of the persons to whom the account belongs (see also Article 43: Offset).
g. If we have received notice that one of the account holders has died, we have the right to block the account. We will determine on a case-by-case basis whether we make use of this right and indeed block the account. The remaining account holder(s) will then not be able to use it. We do make an exception for payments that must be made in connection with the primary necessities of life of the surviving account holder, such as rent or mortgage payments and the costs of gas, water and electricity, as well as interest and costs for services provided by us. The costs of the funeral may also be paid from this account. We can make an exception for other payments at the request of the surviving account holder. In that case, it must concern payments that were already made regularly before the death of the account holder.
h. As long as we have not (yet) been informed of the death of an account holder, we may (continue to) execute instructions or orders given by or on behalf of an account holder. We may also execute instructions or orders that we have received before, or shortly after we have been notified of the death of an account holder, if we can no longer reasonably prevent their execution.
i. Article 49, paragraphs 2 to 5 (Deceased customer) also applies to the joint account. Only when the heirs or authorised executor are known to us can the other account holder(s) together with the heirs, the executor or persons authorised by them be able to use the account again from that moment on.
j. As account holders of a joint account, you will, in so far as necessary, settle the financial results, other consequences of (execution of) our services and any settlements that we have made on the basis of the GTC.
12: Account in the name of minor
12.1 We may open an account in the name of a minor if the minor is represented by an authorised representative. Usually this is the father or mother of the minor (or another person who exercises authority over the minor). We are obliged to check the identity of the minor, the identity of the representative and the authority to represent. As a result, we may need additional information from you.
13.1 It may be necessary for you to use your signature to give your agreement to an order or other action that you perform with us. There are handwritten signatures and electronic signatures. In order to recognise your handwritten signature, we need to know what it looks like. We may ask you for a sample of your handwritten signature and provide further instructions. You then comply with this. This also applies to your representative.
13.2 We may rely on the example of your signature until you inform us that your signature has changed. This also applies to the signature of your representative.
13.3 You or your representative may act towards us in various roles. It is possible to be a customer yourself and also a representative of one or more others. For example, you may have a securities account with us as a customer and you may also have a power of attorney from another customer to carry out investment transactions charged to his securities account. If you or your representative provides us with a sample of your signature in one role, the sample will also apply in all other roles in which you or your representative deal with us.
14: Power of attorney and representation
14.1 You may be represented by an authorised representative or other representative. We may set rules and restrictions on representation. Consider, for example, rules about the form and content of a power of attorney. If your agent is acting on your behalf, you are bound by it. We are not obliged to (continue to) trade with your representative. We may refuse this, for example due to:
a. objection to the person of the representative (for example, because they misbehave)
b. doubt about the validity or content of the authority of representation.
14.2 We may impose requirements on the power of attorney and on the person authorised by you. For example, we may ask you to use a form prepared by us. It is also possible that we refuse a power of attorney or an authorised representative.
14.3 The actions of the authorised person are attributed to you. This means that we regard the use of the account by the authorised representative as your use. You are bound by and liable for them in the same way as you are for your own actions. We may ask for your cooperation for the execution of an assignment or order, if we deem it necessary.
14.4 Your authorised representative may not pass on their power of attorney to another person, unless we agree to this. This is important, for example, to prevent your account from being used incorrectly.
14.5 A power of attorney may no longer be used if you, or one of the account holders with whom you have a joint account, or the authorised representative:
a. is/are deceased;
b. is declared bankrupt or insolvent;
c. suspension of payment is granted;
d. is placed under administration;
e. or is placed under guardianship or statutory debt rescheduling is declared applicable to them.
14.6 The power of attorney may also no longer be used if:
a. the period for which the power of attorney has been granted has expired;
b. the authorised person cancels the power of attorney;
c. one of the account holders who has issued the power of attorney withdraws or revokes the power of attorney;
d. one of the account holders who has issued the power of attorney may no longer use the account on their own;
e. someone seizes all or part of your assets; or
f. we no longer have the power of attorney or the authorised representative
14.7 If the authority of your representative (or his representative) changes or no longer exists, you must notify us immediately in writing. As long as we have not received this communication from you, we may assume that this authority remains unchanged. You may not assume that we will learn in any other way, for example through public registers, that the authority has changed or no longer exists. After your notification that the authority of your representative has changed or no longer exists, we need some time to adjust our services accordingly. Your representative may have issued another order before or some time after that notification. If the performance thereof cannot reasonably be prevented, you are bound by it.
14.8 In the case of a transfer from your securities account, we do not have to check whether an instruction falls within the limits of a power of attorney or authority of a representative (such as a director or administrator). For example, we can carry out an assignment that we have received from one director of a legal entity, while the Trade Register shows that this director is only authorised to represent that legal entity jointly with another director. We also do not take into account any limitation in a power of attorney with regard to the amount of the amount or a joint authority if we carry out your order to transfer money.
14.9 Your representative abides by the same rules as you. You inform each other. All rules that apply to you in your relationship with us also apply to your representative. You are responsible for ensuring that your representative adheres to them. You and your representative must also keep each other well informed about everything that may be important in your relationship with us. An example: Your representative has received login details that they can use on your behalf. That representative must then adhere to the same safety regulations as you. If we disclose these regulations to you, please pass them on to your representative immediately.
15: Personal data
15.1 We may process personal data of you and your representative. This also applies to data about products and services that you purchase from us. Personal data is data that provides information about a specific person. For example, data such as your date of birth, address or gender. Processing personal data means, among other things, collecting, storing and using it.
15.2 If we form a group with other legal entities, the data may be exchanged and processed within this group. We may also exchange personal data with others that we engage in our business operations or the performance of our services. For example, think of others that we engage to make our systems function or to carry out payment transactions. We comply with laws and regulations and our codes of conduct.
15.3 Exchange of data may mean that data ends up in countries where personal data does not receive the same level of protection as in the Netherlands. Competent authorities of countries where personal data are located during or after processing may conduct an investigation into that data.
16: Transfer or pledge rights to another
16.1 You cannot transfer or pledge your rights under our relationship and the GTC to anyone other than us without our written consent. This provision has property law effect (by which we mean that this provision applies to everyone, even if that person is not involved in our relationship with you). This means that your claim against us cannot be transferred without our written consent. This is regulated in Article 3:83 paragraph 2 of the Dutch Civil Code.
17: Image and sound recordings
17.1 We will sometimes make video and/or sound recordings while providing our services. You may be appearing in it. When we make recordings, we comply with laws and regulations and our codes of conduct. For example, we record:
a. When we are legally obliged to do so, for example when accepting orders.
b. For good business administration and quality control. For example, we may record telephone conversations for the purpose of training our employees.
c. For evidence. For example, we may record:
I. an order you give us by telephone, or
II. the telephone report that you give us about the loss or theft of your login details.
17.2 If you are entitled to a copy of an image and/or sound recording or a written text of a sound recording, you must first provide us with the information that will help us to locate the recording, such as the place, date and time of the recording.
18: Investment services
18.1 You can invest with us in various ways. The investment services we provide are asset management and execution only.
18.2 We determine per investment service in which securities you can invest. This depends, for example, on the securities included in our investment universe. It may also have to do with the target audience of the effect. The provider of a security can determine a target group. In this way, the provider indicates for which group of investors the security is intended. In doing so, the provider takes into account the needs, characteristics and objectives of the ultimate investor. We ourselves can also determine a target group for an effect, taking into account the target group of the provider as much as possible. As a result, you may not be able to invest in all the securities you envision. In some cases we may deviate from the target group of the provider. We do this, for example, if the security fits within your risk profile that is part of your portfolio. For example, in the portfolio of an offensive investor, a security intended for defensive investors may be a good fit. A security intended for the offensive investor can also fit well in a defensive investment portfolio, but only for a small part.
18.3 Do you want to invest with us? Then we need an identification code from you. We need this code to be able to report your investment transactions to the regulators.
a. Are you a natural person with the Dutch nationality? Then we need a passport number or the number of your identity card. If you have a different nationality, a different identification code may be required. In that case we will let you know which identification code we need.
b. For business customers (legal entities), we require a Legal Entity Identifier (LEI). Are you a legal entity and registered with the Chamber of Commerce? Then you can apply for an LEI at the Chamber of Commerce. You can read more about this on the sites of the AFM and the Chamber of Commerce. Are you not registered with the Chamber of Commerce, but are you a legal entity? Then you can apply for the LEI from a foreign publisher of the LEI.
19: Asset management
19.1 With asset management you give us instructions and power of attorney for investment decisions about your assets. You therefore do not make any investment decisions yourself. We do that for you. Are your assets increasing in value? Then the profit is yours. But are your assets losing value? Then the exchange losses are also for you. We are not liable for this and do not have to repay these exchange losses to you.
19.2 We manage your assets according to the principles we have agreed with you. All actions relating to the assets that we manage for you are performed at your expense and risk. For example, (re)investing in securities and ensuring sufficient spending capacity to pay for the costs associated with asset management. We are free in the way in which we manage the assets, taking into account the principles that we have agreed with you.
19.3 It is important that you provide us with sufficient information about your personal circumstances. Have your personal circumstances changed? Then you must let us know. Based on your information, we determine whether your risk profile needs to be adjusted. You can read more about this in Article 23 (Risk profile).
19.4 We agree that you will not place any orders yourself. However, you can always withdraw money if there is sufficient spending capacity. If you want to withdraw money, let us know. If you regularly withdraw money from your assets, this can have a (significant) effect on the chance of achieving your objectives.
19.5 You also irrevocably authorise us to exercise the voting rights in certain cases in respect of the securities that we manage for you. We will only use this if we think it can improve your position.
19.6 We may set minimum amounts for the assets we manage for you, as well as for deposits and withdrawals. We can change these amounts. We can also impose conditions on the way in which and the number of times you can make a deposit or withdrawal. More information about this can be found on our website, among other things.
20: Execution only
20.1 With execution only, you give orders independently and on your own initiative, without us giving you investment advice. You are responsible for the composition of your assets and you act exclusively on your own initiative and at your own expense and risk.
20.2 You are solely responsible for studying all information about the security, such as the prospectus or key investor information. When you place an order with us, you confirm that you meet all the requirements for buying the security. For example, the target group as included in the prospectus or the target group as determined by the product provider.
20.3 If you want to invest on the basis of execution only, we will ask you a number of questions to assess whether this method of investing suits you. This is the so-called suitability test. Did you not answer the questions or not all of them? Then we cannot perform this assessment. Do you still opt for execution only? Then we will warn you that as a result we are unable to check whether execution only is suitable for you. We will also warn you if, based on your answers, we conclude that the execution only service does not suit you or that investing in a particular security does not suit you. In some cases we will not conduct an appropriateness test. For example, if you want to invest in listed shares or listed bonds. Are we not conducting a suitability test for you? In that case, we do not assess whether this way of investing or investing in certain securities suits you. You will therefore not receive any warnings.
20.4 If we believe that execution only is no longer suitable for you, we may terminate execution only.
21: Services to US persons and non-residents
21.1 When providing investment services to US persons, we are subject to (complex) laws and regulations of the United States (“US”). It is also possible that we have to deal with other foreign laws and regulations based on your personal circumstances, for example if you are not a resident of the Netherlands. It is therefore not always possible or permitted for us to provide investment services to you. We determine whether you are a US person and what investment services we are able and willing to provide to you once you qualify as a US person or as a non-resident.
21.2 We may ask you to provide us with (more) information so that we can assess whether you actually qualify as a US person. You are required to provide this information and other documentation, such as the W9 form, to us at our request.
21.3 You are obliged to inform us as soon as something changes in your (personal) situation, as a result of which you may be regarded as a US person.
21.4 Are you already a client with us and do you qualify as a US person at any time? Or do we suspect that you qualify as a US person, but you do not provide us with the requested information to assess this? Then we may terminate our services to you immediately or continue them in another way. We may also do this if you qualify as a non-resident and we cannot or may not continue our services in whole or in part.
22: Client classification
22.1 We determine your client classification when entering into the relationship. Have you been classified as a non-professional investor by us? Then you have the highest level of protection. This applies to all investment services that you purchase from us and regardless of the type of securities in which you wish to transact.
22.2 You may ask us to classify you as a professional investor. This comes with a lower level of protection. We are not obliged to cooperate with such a request. The Financial Supervision Act states when you can be classified as a professional investor. In addition to the applicable laws and regulations, we may attach additional conditions to this.
22.3 Are you classified as a professional investor? Then we can always change that classification to non-professional investor. We can do this at your request or without your request. We will inform you about this in writing. We do this if you do not or no longer meet the requirements set by us or by the applicable laws and regulations for classification as a professional investor. If you believe that changes in your circumstances may affect qualification, you must inform us.
23: Risk profile
23.1 With asset management, you must provide us with information about your personal circumstances, such as your financial position, your investment objective and investment horizon, your willingness to accept risk and your knowledge and experience of investing. Your personal circumstances determine your risk profile. We take your risk profile into account in asset management.
23.2 We assume that the information you have given us about your personal circumstances is correct. We trust that you have provided us with the information we requested. And that you yourself provide the information that you know is important to us. This will prevent us from incorrectly recording your risk profile. And that in turn can lead to us taking management actions that may not be appropriate or even detrimental to you.
23.3 Has something changed in your personal circumstances or do you want to change something in your risk profile? Then let us know as soon as possible. Have we not received a message that your personal circumstances have changed? In that case, we may assume that the agreed risk profile with associated principles still applies.
23.4 If you hold a securities account with several persons and use our investment services, then each of you is responsible for providing information that is relevant to your joint situation. It is therefore important that you discuss the inventory with each other and that you provide the information that best matches your joint personal situation.
23.5 Have you authorised someone to place orders on your behalf? In that case, the authorised person must also provide us with information about his knowledge and experience.
23.6 If a legal entity purchases our investment services, it is important to us that we receive information about the financial situation, the investment objective and investment horizon and the willingness of the legal entity to accept risks. We also need insight into the knowledge of and experience with investing that the representative of the legal entity has.
23.7 It is possible that the legal entity designates several persons who may represent the legal entity in its relationship with us. In that case, we will determine the knowledge and experience of each representative.
24: Risks of investing
24.1 When entering into the relationship, we will provide you with information about the characteristics and risks associated with investing. You will find this information on our website. If you want more information, you can ask us.
24.2 Investing involves risks. You may lose all or part of your invested capital. Your investment in securities may increase or decrease in value. It is never certain how much your assets will be worth. If you have made a profit on your investments in the past, it does not mean that you will in the future. You must ensure that you can bear these losses. We also emphasise that investments that have a chance to increase in value can also fall in value even more.
24.3 If you use borrowed money to invest, you may lose your entire investment and even be left with a debt. You may also be required to provide additional securities or to repay your credit.
24.4 It is important that you collect, read and understand all investment information relevant to your order before placing an order with us. By this we mean, for example, the key investor information or the key information document of an investment fund.
24.5 If you use information that you have received from us in your investment decisions, you should know that this information never provides a guarantee for a particular investment result. The content of this information has only temporary validity. You do always have a choice of whether or not to use information provided by us.
24.6 Are you no longer able to fully oversee these risks and consequences at any time? Please let us know as soon as possible. We can then postpone the execution of orders or the investment service. We can also take measures to reduce the risk of your investments. We can do this by selling (part of) your securities or replacing them with other securities. Postponing orders, the investment service or taking these measures may mean that your investment objectives are no longer met.
25: Specify orders
25.1 With execution only you can give us instructions to buy or sell securities. We may place restrictions on how you can do this and the terms and conditions that apply.
25.2 It is important that you provide correct and complete information to us. You do not? Then it may be that we cannot or may not execute your order. When you give us an order, you must ensure that you have sufficient funds to execute the order. If this is not the case, we may refuse to execute the order. We can also refuse an order if you are a corporate client (legal entity) and do not have an LEI.
25.3 We will let you know as soon as possible if we decide not to execute your order. We are not responsible for damage resulting from this, only if we ourselves make a major mistake or if we have caused the damage on purpose.
25.4 By executing your order, securities are debited from or credited to your securities account. The moment when we debit or credit securities coincides with the moment we transfer money to your securities account for the amount to which you were entitled or we debit money from your securities account because you have to pay. This amount is stated on your activity overview. If it turns out that you still have insufficient spending capacity on the date of settlement of the order, you must make up the shortfall. It is also possible that the order will not be executed.
26: Order execution policy
26.1 When executing orders, we adhere to our order execution policy. You agree to this policy when entering into the relationship, by (digitally) signing the agreement with us. You can find the current version of the policy on our website. You can also ask us to send it to you.
26.2 If you give specific instructions that deviate from the order execution policy, we are under no obligation to follow those instructions. As a result, we may not be able to execute an order with specific instructions. We are not liable for this. If we do follow your specific instructions, we may not be able to take the measures from the order execution policy to achieve the best possible result for you when executing the order. We are not liable for this either.
26.3 We may change the order execution policy. If important matters in the order execution policy change, we will notify you. You automatically agree to any changes and a new order execution policy by placing an order after the order execution policy has been changed.
27: Execution of orders
27.1 When executing an order, we try to do everything possible to achieve the best possible result for you. However, it may happen that this does not work. We may also decide not to (any longer) execute orders on a particular stock exchange.
27.2 If we execute an order, we will always do so at your expense and risk, even if we (have to) act in our own name.
27.3 We may execute your order in parts or only in part. We are not liable for the consequences of partial performance or performance in parts, except for damage resulting from intent or gross negligence on our part. If the execution of an order is spread over several days, we may charge you the commission costs applicable to that day for each day that we execute an order.
27.4 You agree that we may aggregate your orders with orders from other clients of ours. Combining orders may result in your orders not being executed immediately or in their entirety on a stock exchange. If an aggregated order is not fully executed, we will allocate the securities to you and the other clients fairly and efficiently taking into account the sise of each order. Orders are allocated to all clients at the average price of (the executed portion of) the aggregated order.
27.5 The time it takes for a transaction to be fully settled depends on the terms used by the stock exchange and settlement systems, such as Euroclear Nederland. As long as a transaction has not yet been settled, we reserve the required amount in your account. We also do this if a transaction takes place in an investment fund that does not trade on a daily basis but, for example, once a month or a quarter.
27.6 In the event of special circumstances (such as the failure of an order system, another technical malfunction or heavy traffic at a stock exchange), we are not obliged to execute orders within the usual time. We are not liable for any damage you suffer as a result, except in the case of intent or a major error ('gross negligence') on our part.
28: Payment obligations in securities transactions
28.1 If you carry out transactions in securities that may give rise to payment obligations for you to us and/or third parties, we may fulfill these payment obligations for you. We may do this as soon as these payment obligations have arisen. By accepting the GTC you give us an irrevocable power of attorney for this.
28.2 If we fulfill these payment obligations for you, you owe us the amounts that we have paid for you in this context. We may debit these amounts from your account. Because of these payment obligations, we may reserve (part of) your spending limit in advance. You will then not be able to use (that part of) that space.
29: Termination of securities trading
29.1 We, or third parties engaged by us, cannot purchase or hold all securities. Only securities included in the investment universe can be purchased and held. The investment universe may differ per investment service. This has to do with the target group of the effect. We need time to approve and include new securities in our investment universe. It is also possible that we do not approve a security. You can inquire with us whether a certain security is included in the investment universe.
29.2 There may be several reasons why we do not want to include a security in our investment universe. This applies, for example, but not exclusively, in the following situations:
We do not include securities that are too laborious for us to administer in our investment universe.
b. This also applies to securities that cannot be deposited with third parties engaged by us.
c. The lack of a required license or registration may be a reason not to include a security in the investment universe.
d. Even if we have not yet determined a target group for a new security and we are of the opinion that there are sufficient equivalent alternatives in the investment universe, this may be a reason not to include a security.
29.3 We may decide to remove securities from our investment universe. The reason for this can be the same as the reason for not including a new security in our investment universe (see paragraph 2). It is also possible that a regulator has prohibited the sale of a certain security and we therefore remove it from our investment universe. The delisting of securities on a stock exchange or the bankruptcy of an issuing institution may also be a reason to remove certain securities from our investment universe.
29.4 We may also decide that we will no longer hold certain securities for you in custody. For example, because you have less than the minimum amount required to keep or administer those securities or to trade in those securities.
29.5 As a result, you may no longer be able to hold certain securities in your securities account. Do you have these effects? We will inform you about this before we implement the change. And we will give you a term within which you can instruct us to transfer these securities to an account with another financial institution or to sell these securities if possible. Do you not instruct us to transfer or sell within this period, or is transfer to another financial institution not possible? Then we may sell the securities on your behalf and for your account and risk at a time to be determined by us. In doing so, it may be necessary for us to deviate from our order execution policy and the best possible result is not achieved during the execution. We do not look at the amount of the sales proceeds. We will then credit the proceeds of the sale, after deducting costs, to your securities account. If the security cannot be sold, we may remove the security from your securities account.
29.6 If we collaborate with another financial institution for our services to you, the provisions of this article also apply to this third party. For example: If this third party decides to remove a security from its investment universe, you can no longer invest in this security.
30: Custody of securities
30.1 We take care of the custody of your securities. We usually have this done by or through third parties, such as other Dutch or foreign financial institutions or custody companies. We carefully select the third party that will hold your securities.
30.2 We always hold your securities at your expense and risk. This is also the case if we hold your securities with a third party.
30.3 If an attachment is levied against us, we will assess this and treat it as if an attachment was also levied against third parties engaged by us who hold your securities.
30.4 Physical securities are securities that you actually own. We do not store physical effects for you. Nor can you ask us to have them credited to your securities account. You also cannot ask us to deliver physical securities or to perform administrative acts related to physical securities.
31: Your securities are not part of Yelza's assets
31.1 We hold your securities in such a way that these securities do not fall within the assets of YELZA. This is called asset segregation. As a result, these securities do not form part of the estate in the event of bankruptcy of YELZA. Your securities are therefore not included in the bankruptcy of YELZA. In the case of storage by third parties, the conditions of these third parties apply. You can read more information about this on our website.
31.2 In the exceptional case that we can no longer meet our obligations (under asset segregation), the investor compensation scheme may apply. Under applicable law, clients who meet certain criteria may be compensated.
31.3 The investor compensation scheme is expressly not intended to compensate for losses arising from your investments.
31.4 If your securities are held with a third party engaged by us, different and/or additional guarantees and insurance may apply. We will inform you about this when entering into the relationship and via our website.
32: Third party retention and liability
32.1 We and third parties engaged by us have taken measures to limit the risks associated with the custody of securities by third parties. However, in certain circumstances you may not get all of your securities back. This may be the case if:
a. that third party does not comply with its agreements by, for example, not keeping your securities separate from the assets of other customers and/or the third party itself;
b. that third party goes bankrupt;
c. your securities are held outside the European Union and the rules that apply to the custody of your securities differ from those in the Netherlands.
32.2 We are not liable for any loss you may incur if a third party is unable to meet its obligations, except in the event of intent or gross negligence on our part. We are also not liable if a third party in turn engages another party and this party does not properly perform the storage activities. Even if you suffer loss or damage to your securities, we are not liable for this.
32.3 You are aware of and agree that we are not responsible for determining that third parties engaged by us comply with the laws and regulations and that we do not carry out any monitoring activities in this regard.
33: Communication with you
33.1 We may communicate with you in a variety of ways. We will mainly communicate with you via our customer portal or via the customer portal of a third party engaged by us. In addition, we may use other means of communication such as apps, email, telephone or post.
33.2 You must ensure that we always have your correct contact details, such as your email address and telephone number. This way we can always reach you directly if necessary. And we can provide you with statements, messages, statements, documents and other information intended for you in a timely manner.
33.3 You must notify us of your change of address as soon as possible. If your address is no longer known to us due to your actions, we may investigate your address or have it investigated at your expense. If your address is not (or no longer) known to us, we may leave documents, statements and other information for you at our own address. These are then considered to have been received by you.
33.4 You may purchase a product or service from us together with one or more others. Email messages will be sent to the email address specified by us. We send mail for joint customers to the address given to us. If joint customers do not (or no longer) agree to which (email) address we should send the messages to, then we ourselves decide to which of their addresses we send the mail.
33.5 As soon as you have gained access to our customer portal, we will place statements, messages, statements, documents and other information there for you. You ensure that you read those messages as soon as possible.
33.6 If we notify you by email, please ensure that you read this message as soon as possible.
33.7 If you want to let us know something, you should preferably do so via our customer portal, via the customer portal of third parties engaged by us, by email or otherwise by post. We can also indicate that you may or must do this in a different way, for example by telephone.
34.1 The communication between you and us will be in Dutch and/or English. This is different if we make a different agreement with you about this.
34.2 We assume that you understand communication in English. Is this not the case? Then let us know right away.
34.3 If you have a document for us in a language other than Dutch or English, we may require a translation into Dutch or English. A translation into another language is only permitted if we agree. The costs of making the translation are for you. The translation must be made by:
a. a translator who is sworn in the Netherlands for the language of the document, or
b. someone else whom we deem suitable.
35: Your data and communications
35.1 We need information from you for the performance of our services. If we ask for it, you will give it to us. It may also be that we do not ask you for information, but you should understand that we need it. You also provide us with that information. An example: Suppose you have an investor profile for your investments. If something changes that makes financial risks less acceptable to you, you must have your investor profile adjusted yourself.
35.2 Your orders, communications and other statements must be timely, clear, complete and correct. We may set further rules for your instructions, communications or other statements from you to us. If we do this, you comply. For example, if we prescribe a form or means of communication, use it.
35.3 We do not have to carry out orders that do not comply with our rules. We will inform you of this. In special cases we may refuse an assignment or requested service, even if all requirements have been met. For example, if we suspect misuse.
36: Reports on your investments
36.1 You can view the balances and securities in your securities account at any time through our customer portal or the customer portal of third parties engaged by us. You can also generate activity overviews at any time with the securities transactions, dividend receipts, etc. carried out by you (for execution only) or by us (for asset management).
36.2 Periodically you will receive a report from us with the investment results and costs charged. The frequency of this reporting is agreed when entering into the investment service.
36.3 We will inform you if the total value of your assets has decreased by 10% or more as a result of investment losses compared to the value in the most recent periodic report. And after that we will inform you in multiples of 10%.
36.4 We will also inform you if the value of individual investment products falls by 10% or more. For example, when investing in a derivative (with leverage), the value thereof falls by 10% or more compared to the purchase value. Or if you have an obligation from a written put option and the underlying asset falls by 10% or more.
36.5 We are under no obligation to provide you with unsolicited information about all relevant events relating to your securities.
37: Probative value and retention period administration
37.1 We administer the rights and obligations you have or will have in your relationship with us. There are strict legal requirements for this. In relation to you, our administration counts as complete proof, but of course you may prove that this proof is incorrect.
37.2 The law prescribes how long we must keep our records. After the statutory retention periods have expired, we may destroy the administration.
38: Check statements and execution of assignments, report errors and previously provided data
38.1 You should check documents that we place in our customer portal for you as soon as possible for errors such as an inaccuracy or incompleteness.
38.2 You should also check documents that you receive from us by email or post for errors such as an inaccuracy or incompleteness as soon as possible. The date of dispatch of a statement is the date on which this took place according to our records. This date may be apparent from a copy of the statement or a mailing list, for example. You check whether we carry out your orders correctly and completely. You do this as soon as possible. The same applies to assignments that your representative gives on your behalf.
38.3 The following applies to errors that we make in the performance of our services:
a. If you discover an error (for example in a statement), you must report this to us immediately. This is important because the error can often be corrected more easily and damage can possibly be prevented. In addition, you will take all reasonable measures to prevent that error from causing (further) damage. An example: You have entered an order to sell 1,000 shares and see that we have only sold 100 shares. If you still want your order to be fully executed, please notify us immediately. We can then sell the remaining 900 for you. In this way, damage caused by a fall in prices may be prevented or limited. It is also possible that you can expect a statement from us but do not receive it. You report this to us as soon as possible.
b. If we discover an error, we will try to correct it as soon as possible. Your permission is not required for this. If a previously submitted statement turns out to be incorrect, you will receive a corrected one. This will show you that the error has been corrected.
c. Depending on the circumstances, you may be entitled to compensation in the event of damage.
38.4 You will receive data that we have provided to you again if you request it and your request is reasonable. We may charge you for this, about which we will inform you in advance. We do not have to give you previously provided information if we have a good reason to do so.
39: Approval of statements YELZA
39.1 It is possible that you disagree with a statement from us (such as a confirmation, securities report, invoice or other information). Of course you can object to the statement, but there are rules for that. If we have not received any objection from you within 13 months after the statement, the statement will be deemed to have been approved by you. This means that you are bound by the content. We only have to rectify any calculation error after those 13 months. Please note: this does not mean that you have 13 months to object. According to Article 38 (Checking statements and execution of orders, etc.), you must check statements and immediately report inaccuracies and incompleteness to us. If you do not do this, damage may still be payable by you, even if you have lodged an objection within 13 months.
40: Safety rules
40.1 To prevent anything going wrong with your communication, you must handle it safely and carefully. This means, for example, that you protect your computer or other equipment as effectively as possible against viruses, harmful software (malware, spyware) and other misuse.
40.2 You must handle codes, forms, access cards or other tools with care and safety. This way you help prevent them from falling into the wrong hands or someone misusing them.
40.3 It may happen that a code, form, access pass or other aid falls into the wrong hands or that someone misuses or can misuse it. If you know or can reasonably suspect this, please report this to us immediately. Your report allows us to try to prevent (further) abuse.
41: Rates and fees
41.1 You owe us a fee for our services. Examples of this are commissions, management fees and other costs.
41.2 We will inform you as much as reasonably possible about the rates for our fees. We ensure that this information is easily available from us, such as on our website or in our customer portal. If we have not agreed a fee or rate with you due to an obvious mistake on our part, we may charge you a maximum fee in accordance with the rate that we apply in comparable cases.
41.3 We can change a rate at any time, unless we have agreed a fixed fee with you for a fixed period. Rate changes may follow, for example, from market conditions, changes in your risk profile, developments in the money or capital market, implementation of laws and regulations or measures taken by our If we use this provision to change our rates, we will notify you in advance as far as reasonably possible of the rate change.
41.4 We may debit the fee for our services from your securities account. It may happen that this debit results in a deficit on your securities account. You can then immediately make up this shortfall by putting extra money on your account. You must think about this yourself and do this even if we do not ask for it. You do not have to make up the shortfall if we have expressly agreed with you that the shortfall is permitted.
42: Right of pledge on, among other things, your assets
42.1 You give us a pledge on, among other things, your balances with us and securities in which you invest through us. This right of pledge gives us security for the payment of your debts.
42.2 You must pledge goods to us as security for your debts. The following applies:
a. You undertake to pledge the following goods, including ancillary rights (such as interest), to us:
I. all (monetary) claims that you have or will have against us (it does not matter how you obtain the claim);
II. all of the following in so far as we (will) hold it for you or (will) manage it for you, whether or not with the involvement of third parties and whether or not in a collective deposit: credits and securities;
III. anything that replaces the pledged property (such as an insurance payment in the event of loss or damage to the property).
b. The pledge of the goods serves as security for the payment of all debts that you have or will have towards us. It does not matter how those debts arise. These debts can, for example, arise from investment losses as a result of high-risk investment transactions in derivatives.
c. You pledge the goods to us, in so far as possible. This pledge is established when the General Terms and Conditions become applicable.
"d. You give us a power of attorney to pledge the goods to ourselves on your behalf and to do this repeatedly. You therefore do not have to sign separate deeds of pledge yourself. This power of attorney applies to
I. You cannot therefore withdraw the power of attorney. The power of attorney ends as soon as our relationship with you has ended and has been fully settled.
II. We may pass the power of attorney on to another person. This means that the other party can also carry out the pledge. Example: If we form a group with other legal entities, it may happen, for example, that we leave the execution of the pledge to one of those other legal entities.
e. You warrant to us that you are authorised to pledge the goods to us. You also guarantee us that others have no (pledge) right or claim to it now or later, unless we expressly discuss otherwise with you.
42.3 The following also applies to the right of pledge on the goods:
a. You can ask us to release one or more pledged goods. We must comply with this if the remaining assets on which we hold a right of pledge provide us with sufficient cover for the debts you have or will have to us. By release, we mean here that you can use the goods for transactions in the context of the agreed service (for example, use of your credit balances for securities transactions). For goods that we hold for you, release means that we return the goods to you. Other forms of release are possible if we expressly agree with you.
b. We may use our right of pledge to obtain payment of our claims against you. This means, among other things:
I. If you are in default of payment of our claims against you, we may sell the pledged goods (or have them sold). We may then use the proceeds to pay our claims against you. In the case of default, for example, consider the case that you have to pay us on a certain date and you do not do so. We will not sell or have sold more pledged goods than, according to a reasonable assessment, is necessary for the payment of our claims against you.
II. If we have a right of pledge on your claims against us, we may also collect those claims. We may then use the payment received to pay our claims against you, as soon as those claims are due and payable.
III. If we have used our right of pledge to pay our claims against you, we will let you know as soon as possible.
43.1 We may always offset all claims we have against you against all claims you have against us. If we set off, this means that we 'cross off' our claim against you against an equal amount of your claim against us. We may also deduct if:
a. our claim is not due and payable
b. your claim is not due and payable
c. the receivables are not denominated in the same currency
4. our claim is conditional.
43.2 If we wish to use this clause to settle non-due claims, the following restrictions apply. We only use our right of set-off in the following cases:
a. Someone seizes your claim against us (for example, the balance in your securities account) or tries to recover it in another way.
b. Someone is given a limited right to your claim against us (for example, a right of pledge on the balance in your securities account).
c. You transfer your claim against us to someone.
d. You are bankrupt or have a (provisional) suspension of payments.
e. You are subject to a statutory debt rescheduling scheme or another insolvency scheme.
43.3 The restrictions in the previous paragraph do not apply if the claims are denominated in different currencies. In that case, we can always settle.
43.4 If we are going to set off in accordance with this article, we will inform you about this in advance or otherwise as soon as possible afterwards. We adhere to our Duty of Care as referred to in Article 5 (Duty of Care) when settling.
43.5 We settle claims in different currencies at the exchange rate of the day of settlement.
44.1 You undertake to immediately provide (additional) security for your debts to us if we request this. This obligation is established when the GTC become applicable. This security can, for example, be a right of pledge or mortgage on your immovable property. The following also applies to the security that you must give us:
a. The security is for the payment of all debts you have or will have to us. It does not matter how those debts arise.
b. You do not have to provide more security than is reasonably necessary. But you must ensure that our security is sufficient at all times for the payment of the debts you owe us. In assessing this, we will take into consideration your risk profile, our credit risk to you, the (collateral) value of any collateral we already have, any changed assessment of such factors, and any other factors or circumstances that we can demonstrate that these are important to us.
c. You must give us the security that we want. For example, if you have a business and we request a pledge on your stocks, you cannot instead provide a pledge on your inventory.
d. Giving security may also mean that you agree that a third party who receives or has received security from you, acts as surety or guarantor for you and can take recourse against that security. This consent therefore also means that we may act as surety or guarantor for you towards that third party and can take recourse against security that we receive or have received from you.
e. If we require other security instead of existing security you must comply.
44.2 If another company continues (part of) our company and you thereby become a customer of that other company, the agreement applies that this right of pledge or mortgage is not only intended as security for us, but also for that other company. If the security applies to debts you have to us in the future, they also apply to debts you have to that other company in the future.
44.3 We may terminate all or part of our rights of pledge or mortgage at any time by giving notice. This also means, for example, that we can determine that the right of pledge or mortgage will continue to exist, but will no longer cover all claims for which it was initially established.
44.4 If we obtain new security, existing securities will continue to apply. This is only different if we expressly agree this with you. For example, if we agree with you that you provide new security to replace existing security.
44.5 We may already have security, rights to security and powers of set-off under previous GTC. These (continue to) apply in addition to the security, rights to security and set-off rights that we have under these GTC.
45: Immediately due and payable
45.1 You will fulfill your obligations to us in a timely, complete and correct manner. By obligations we mean not only money debts that you have to us, but also other obligations. For example, consider your Duty of Care as referred to in Article 5 (Duty of Care). It is possible that you are still in default with the fulfillment of an obligation. In that case, the following applies:
a. We may then make all our claims against you immediately due and payable, including claims from an agreement that you do comply with correctly. We do not make use of this right if your default is of minor significance and we adhere to our Duty of Care as referred to in Article 5 (Duty of Care).
b. If we make our claims due and payable, we will do so by means of a statement. We tell you why we do that.
46: Special costs
46.1 We may become involved in a dispute between you and another party, for example an attachment or proceedings. This may then cost us. You must reimburse us for these costs in full. After all, we are not a party to the dispute between you and the other party. For example, consider the costs of handling an attachment that a creditor of yours imposes on your assets with us. Costs can also be, for example, the costs of engaging a lawyer.
46.2 We may also incur other special costs in connection with our relationship with you. You must reimburse us for this in so far as this is reasonable. This includes consultancy costs and the costs of extra reports. We tell you why the costs are necessary. If there is a legal regulation for special costs, it will be applied.
47: Taxes and levies
47.1 Taxes, levies and the like may arise from our relationship with you. You reimburse this to us. Think of amounts that we have to pay in connection with our services to you (for example, a fee owed to the government for the establishment of certainties). Something else may follow from mandatory law or an agreement with you. Mandatory law is the law from which you and we cannot deviate.
48: Seizure, bankruptcy, suspension of payments, statutory debt restructuring
48.1 You must inform us immediately if you find yourself in any of the following situations:
a. you go bankrupt;
b. you are granted suspension of payment; you will be placed under guardianship;
c. you fall under a statutory debt restructuring scheme;
d. someone seizes all or part of your assets;
e. if you need or want to have your assets managed by an administrator or administrator; or
f. if someone submits an application for one of these situations.
48.2 Have your assets been seized? Then you can no longer use your assets. Your assets are blocked by us. From that moment on we will discontinue our services to you. You may only use your account(s) with the permission of the attaching party. We are not obliged to cooperate with the agreements made between you and the attaching party.
48.3 If you are bankrupt, only the trustee in bankruptcy may use your account(s) and perform (legal) acts in relation to our relationship and/or the GTC in your place. If the court grants you a postponement of payment, the law calls this suspension of payment. The court will then appoint an administrator. You may then only use your account(s) together with the administrator or perform (legal) acts with regard to the agreement and/or the GTC. If you are subject to statutory debt restructuring, only the administrator can use your account(s) in your place. Also, only the administrator may perform (legal) acts with regard to our relationship and/or the GTC.
48.4 Does one of the cases mentioned above in paragraph 3 occur with an and/or account? Then we convert the account into an and/and account The trustee or administrator and the other account holder(s) may then only use the account jointly. You may also only perform (legal) acts with regard to our services and/or GTC together.
49: Death of customer
49.1 If you have died, this must be reported to us in writing as soon as possible, for example by a family member. You may have given us an instruction before your death. For example, consider an order. Until we have received written notice of your death, we may continue to carry out orders from you or your representative. After the obituary, we need some time to adjust our services accordingly. As a result, we may still (continue to) carry out an order that we receive before or some time after the obituary. Your estate is bound by this if execution could no longer reasonably have been prevented.
49.2 It is possible that after your death someone states that he is authorised to use your account or to perform (legal) acts in relation to the agreement or GTC concluded with us. In that case, we need proof of this in the form of a certificate of inheritance or a certificate of execution drawn up by a Dutch civil-law notary.
49.3 In some situations it is not possible to issue a certificate of inheritance or execution by a Dutch notary. For example, if you have a will drawn up under foreign law. In such situations, we can be satisfied with other official documents that sufficiently indicate to us who the heirs are and/or who has been appointed as executor.
49.4 We will not accept instructions and orders until it is sufficiently clear to us who the beneficiary is or who the beneficiaries of your account(s) are.
49.5 You may have more than one heir. We do not have to comply with requests for information from individual heirs. For example, information about securities orders through your account.
49.6 All heirs and/or the executor must comply with the agreements we have made with you.
50: Continuity of service
50.1 Our services depend on (technical) facilities such as equipment, computers, software, systems, networks and the internet. We try to ensure that those facilities work properly. What can you expect from this? Not that there is never a breakdown or interruption. Unfortunately, they cannot always be avoided. They are not always within our control. Sometimes a (short) interruption in the service will be necessary for activities such as maintenance. We strive, within reasonable limits, to avoid malfunctions and interruptions or otherwise to come up with a solution within a reasonable time.
50.2 It may happen that a serious event threatens to disrupt, disrupts or has disrupted our services. Consider, for example, an attack by hackers on the international network of financial institutions. We may, within reasonable limits, ask you to help us to enable undisturbed services and to prevent damage as much as possible. You must comply. It is necessary that you always check whether the question comes from us. If in doubt, please contact us.
51.1 We are only liable if such follows from the law and regulations.
51.2 We are never liable if situations arise that are unforeseen or unusual. Or in situations that we couldn't prevent, even though we tried to. Or in situations where we had to comply with laws and regulations. This means that we are in any case not liable:
a. in the event of a war or other international conflict;
b. in the event of terrorism or other situations involving violence;
c. if the government takes a measure or if governments of other countries do so;
d. if a supervisor, such as the Netherlands Authority for the Financial Markets or De Nederlandsche Bank, Central Bank of Lithuania, adopts a measure;
e. if others do not want to do business with us (boycott);
f. during a strike;
g. in the event of failures in electricity, telephone or other equipment, network connections or computer programs; either with us or with third parties;
h. the failure of order systems and large crowds on the stock exchange or other trading systems;
i. in the event of a natural disaster, fire, flooding, robbery or nuclear disaster.
51.3 We, and third parties engaged by us, are not liable for investment losses resulting from your investment activities if you purchase the execution only service from us.
51.4 We are not liable for damage that is not directly related to our services to you (we also call this consequential damage).
51.5 We are not liable for the shortcomings of third parties engaged by us, if it can be made plausible that due care was taken in the choice of that third party.
51.6 If we are not liable for third party shortcomings, if you have suffered damage, we will assist you in your efforts to rectify this damage.
52: Privacy provisions
52.1 We treat your personal data with care. Your personal data are, for example, your name, address, account number, but also your user name on our customer portal. We need this personal data to conclude an agreement with you or to execute our agreement with you and to comply with our legal obligations.
52.2 We use your personal data in our services to you. We mainly have the following goals:
a. assess and accept clients and potential clients;
b. concluding and executing agreements;
c. create analyses for statistical and scientific purposes;
d. direct marketing (to the extent required by law after obtaining your consent);
e. guaranteeing the safety and integrity of ourselves and the financial sector.
52.3 You also consent to the use of your information by, where we belong to a group in which we work with other organisations, any other legal entities in the same group, for the purpose of carrying out the activities set out in this clause.
52.4 We may also process your data if this is necessary to fulfill our obligations under an agreement or other legal obligations, for example towards a (tax) authority of the Netherlands or another country. The processing we are allowed to do for this purpose includes:
a. using information we already have about you;
b. collecting and storing data about you and your possible representative(s) or authorised representative(s);
c. and passing on information about you to a tax authority in the Netherlands or in another country.
52.5 The actual processing of your data can be outsourced by us to, for example, advertising agencies and/or companies that take care of (part of) the administration. We select these third parties with care and will ensure an agreement with these third parties that meets the applicable legal requirements.
52.6 We may also pass on your data to third parties in order to reclaim (withholding) tax from those third parties in your interest. These may be third parties engaged by us, but also (foreign) tax authorities. We will not do this if you have informed us that you do not want us to pass your details on to those third parties. In such a case, we will not be able to reclaim the withholding tax for you.
52.7 We are entitled and sometimes legally obliged to provide third parties (including stock exchanges, regulators, tax authorities, police and judicial authorities at home or abroad) within the framework of regulations, the Financial Supervision Act or other Dutch or foreign laws, generally binding regulations or treaties, to report your details and/or details of your orders or securities transactions (this will occur, for example, when there is a reasonable suspicion that orders or transactions are based on prohibited abuse of inside information or market manipulation) . In such a case, we are not obliged to inform you of such a report. We may even be required by law to keep such a report confidential from you.
52.8 When paying via the SWIFT banking network, your data may be confiscated by the American authorities in the context of combating terrorism. This includes your name, the amount of the transfer, the name of the receiving party and your account number.
52.9 Would you like to know what personal data we hold about you? You can always ask us for access, correction, transfer, restriction of use or deletion of your personal data or object to its use. In addition, you can ask us for a copy of your data, for example for the benefit of another service provider that you engage. If you wish, you can also contact our supervisory authority in the field of personal data: Dutch Data Protection Authority, see the website autoriteitpersoonsgegevens.nl.
53: Information to third parties
53.1 We may engage other parties in the execution of instructions or orders, within or outside the European Union. In doing so, your personal data may be passed on. This may mean that your personal data is passed on to third parties in countries that do not have the same level of protection of personal data as the European Union.
53.2 We sometimes need to pass on your personal data to third parties to prevent:
a. you are (temporarily) unable to trade the securities;
b. you are (temporarily) unable to exercise the rights attached to the securities (for example, the right to dividends);
c. we need to sell certain securities;
d. whether we should end the relationship with you.
53.3 We may need to provide third parties (inside or outside the European Union) with information about you, your instructions, orders and/or your securities. This may, for example, concern a supervisor or other competent authority that we must provide information on the basis of an agreement or the laws and regulations. Or to a supervisor who requests your personal data in the context of an investigation. We may be required by law to cooperate with these investigations. It is also possible that a supervisor requests a call recording, as referred to in Article 17 ((Image and sound) recordings), from us. In that case, we may be required to provide the entire call recording to the supervisory authority. If we give information to a third party, we do not have to tell you. We may even be required by law to maintain confidentiality.
53.4 The parties we have engaged or parties that have issued securities (within or outside the European Union) may also ask us for additional information from you. For example, to comply with their laws and regulations or the request of their local supervisor. These parties may be located in countries that do not have the same or a lower level of protection of personal data than the European Union. We will provide the requested information if we believe we are legally required to do so.
53.5 We may provide security providers (for example, a guarantor or pledgor) and others who are or will be directly or indirectly involved in the relationship and/or the securities account with information about you and about our relationship. These can be persons with whom you have a joint securities account, but also, for example, persons who act as guarantors for you.
54: Obligations to a taxing authority
54.1 We sometimes need information from you to comply with our legal obligations to a Dutch or foreign tax authority. You are then obliged to provide us with that information. This may include, for example:
a. personal data;
b. duly completed and signed forms, such as US withholding tax forms;
c. copies of documents, such as proof of identity (where permitted by law);
d. or foreign citizen numbers or tax numbers.
54.2 Are we asking you to provide information in relation to US securities in which you invest directly or indirectly through, for example, an investment fund that may invest in US securities? Then you must provide us with this information. This will prevent us from selling the US securities in your custody account on your behalf and at your risk and expense. When selling, we do not look at the amount of the sales proceeds. If a sale is not possible, we may terminate the relationship with you and transfer or dispose of your US securities.
54.3 We may be required by law to withhold tax on payments to you. We must then pay this withholding tax to the relevant tax authority. This withholding tax is for your account. We may deduct the amount of withholding tax from payments to you or debit it from your account. We may also do so if we have to pay that withholding tax after you have already received the payment. If we have to pay the withholding tax to an intermediary who then has to pay it to the tax authority, this will also be for your account.
54.4 It is sometimes possible for you to reclaim withholding tax. We call this 'tax reclaim service'. We may charge a fee for this service.
55: Nullity or voidability
55.1 Suppose a provision in the GTC is null and void or is annulled. That provision is then invalid.
55.2 In place of that invalid provision, a provision that is as similar as possible to it and that is valid will apply. The other provisions in the GTC remain valid.
56: Applicable law
56.1 Our relationship with you is governed by Dutch law. Something else may follow from mandatory law or an agreement with you. Mandatory law is the law from which you and we cannot deviate.
57: Complaints and disputes
57.1 We want you to be satisfied with our services. If you are not satisfied, please let us know. We will then see if we can offer you a suitable solution. Information about the complaints procedure can be found on our website.
57.2 Disputes between you and us will only be submitted to the Dutch court. This applies if you take the case the court, but also if we do this. Exceptions to this are:
a. If mandatory law designates another court, you and we are bound by it.
b. If there is a foreign court for which you are eligible, we can also submit the dispute to that court.
c. You can also submit your dispute with us to the competent dispute and complaints committees.
58: Contract takeover
58.1 We may transfer all or part of our business to another party. In this regard, we may also transfer the legal relationship that we have with you following from an agreement with you. You grant your advance consent to this now. We also refer to this transfer of the agreement with you as a contract takeover. You will naturally be notified of this contract takeover.
59: Changes and additions
59.1 We may change our GTC, for example as a result of changed laws and regulations or a revision of our policy. We will inform you in any case thirty days before the change takes effect, unless we have agreed a different period with you. We will inform you digitally as much as possible, for example via our customer portal, via our website or by email, but we may also choose to inform you in writing.
59.2 Do you disagree with the changes? Then you can terminate our relationship in whole or in part. Please let us know well in advance before the change takes effect. Then we can carefully discontinue our services to you.
Yelza - August 2022
All references on this site to `Yelza` collectively refer to UAB Yelza. All Yelza companies are wholly owned by UAB Yelza. UAB Yelza is registered with the registru centras (SECR) in Lithuania with company number 305939408. UAB Yelza has made an authorised and regulated application with the Central Bank of Lithuania, which works together with the European Central Bank. Yelza B.V. is a Dutch company and is registered with the Chamber of Commerce under number: 87485397. The product range may differ, depending on the applicable regulations for each operating company in the relevant country.