General Terms and Conditions (GTC)
of ICM Investmentbank AG, Meinekestr. 26, 10719 Berlin
hereinafter called „ICM“
Version: 13 February 2018
1. Scope and modifications of the present GTC, info about the securities trading bank ICM Investmentbank AG and its services, including the execution principles, the instructions for the placing of orders and special conditions for individual company types
The present GTC apply to the full business relation between ICM and the client. In addition, the information about the securities trading bank ICM InvestmentBank AG and its services including the execution principles, the instructions for placing an order and the respective special conditions for individual types of business, e.g. for asset management. The information about the securities trading bank ICM InvestmentBank AG and its services, the instructions for placing an order and the special conditions for individual types of business may contain deviations from / additions to these GTC. These GTC and the special conditions for individual types of business and the instructions for placing an order are agreed with the client at the conclusion of the contract. The information about the securities trading bank ICM InvestmentBank AG and its services including all information contained therein (e.g. with regard to the execution principles, presentation of possible conflicts of interest, etc.) will be given to the client in text form prior to the conclusion of the contract and if a contract with the client is concluded, these will be part of the respective client contract.
Any modifications of the present general conditions and of the special conditions will be notified in writing at the latest two months before coming into force. If the client and ICM use electronic communication within the framework of the business relation, for instance by e-mail, the modifications may also be notified that way. The client will be considered to have accepted the modifications when he did not notify his rejection before the date at which the written version of the modifications comes into force.
2. Confidentiality of the business relation and information
2.1. Confidentiality of the business relation
The contractual relation between ICM and the client is based on trust. ICM is subject to the obligation of secrecy with regard to all client related facts and assessments ICM gets notice of. ICM may only disclose information on the client if this is compulsory by virtue of statutory stipulations, any other legislation or instructions given by official bodies or upon explicit acceptance by the client.
In principle, ICM will not provide any information, unless the client explicitly authorizes ICM to do so.
3. ICM’s liability, orders passed on, breakdowns and joint and several liability of the client
3.1. Liability principles
When complying with its obligations ICM will be liable for the errors (intentional acts or gross negligence) committed by its employees. Insofar as ICM entrusts any other persons to perform its duties, ICM shall be entirely liable for the careful selection thereof. Insofar as the special conditions for individual company types or any other agreement establish otherwise, any such arrangements will prevail.
3.2. Transferred assignments
If an order is performed in such a way that ICM assigns the execution thereof to a third party, ICM will fulfil the order by passing it on to any such third party in its own name. In that case ICM’s liability shall be limited to the careful selection of the third party.
ICM shall not be liable for any damages caused by cases of force majeure, rebellion, acts of war and natural phenomena or any other event outside its control (such as strikes, exclusion, traffic interruptions, acts of government) both on a national and an international level.
3.4. Joint and several liability of the client
If the client by his conduct has contributed to the occurrence of damage, for instance by breaching his obligations regarding any notification or cooperation, it shall be established according to the principles of joint and several liability to which proportion ICM and the client are to bear the cost of any such damage.
4. Notification and cooperation obligations of the client
4.1. Statements made by the client
Within the framework of the business relation between ICM and the client, the client is obliged to make any statements, especially concerning his identification, his personal relationships, knowledge and experience, the origin of his resources, the account holder, the financial beneficiary, the representative and the representative authority, by virtue of § 63 section 10, § 64 section 3 of the “Wertpapierhandelsgesetz » (WpHG – Securities Trading Act), Art. 54 and 66 of the delegated regulation (EU) 2017/565, required for the assessment of his client classification immediately, truthfully and completely.
4.2. Notification obligations of the client
The client is obliged to notify ICM of any changes in his relationships in comparison with any previous declarations, changes in the name, the address, withdrawals or modifications of powers of attorney or any other modifications in the statements made according to paragraph 4.1 immediately and in writing (also electronically insofar as any electronic communication has been agreed on).
4.3. Cooperation obligations of the client
The client is obliged to immediately check if any notifications, reports, supporting documents, extracts, deposit notifications, securities, result listings and other settlements of ICM or any other contractual parties called in to perform the services agreed within the framework of the contractual relation between ICM and its client, such as the account owner bank, the deposit holding body, etc., are correct and complete. The client is obliged to notify any objections thereto immediately and within four weeks, in writing to ICM. If the client does fails to (timely) notify ICM, the latter is to inform the client thereof immediately and in writing.
5. Communication with the client
By providing his e-mail address, the client agrees that the necessary communication between ICM and the client will take place by e-mail, unless this form of communication is explicitly excluded by law.
6. Costs, taxes, provisions
For the services agreed on between ICM and the client, costs, taxes and provisions will be calculated resulting from the corresponding cost breakdown.
7. Limits of the client’s power of settlement
The client may only settle his claims against ICM’s claims if his claims have been undisputedly and validly established.
8.1. Cancellation by the client
The client may cancel any agreements with ICM in writing at all times without having to observe any notice periods, unless another term or different cancellation arrangements have been agreed on.
8.2. Cancellation by ICM
ICM may cancel any agreements with the client in writing observing a notice period of at least four weeks starting from the end of the month, unless ICM is entitled to an extraordinary cancellation or if another term or different cancellation arrangements has/have been agreed on.
9. Right of disposal after the client’s decease
After the client has deceased, the party acting as the client’s legal successor towards ICM is to appropriately demonstrate his inheritance rights toward ICM. If the last will and testament (testament, succession agreement) or a legalised copy thereof is submitted to ICM together with the corresponding opening document, ICM may consider the party indicated as the heir or executor therein as the beneficiary, allow him to dispose and particularly render services to this person with discharging effect. This will not apply if ICM has knowledge of the fact that the mentioned person has no power to dispose of it (for instance in case the testament is challenged) or when this this has not been notified to ICM due to negligence.
10. Organisation of compensations
10.1. Organisation of compensations
By virtue of statutory regulations, ICM is assigned to the EdW (“Entschädigungeinrichtung der Wertpaperhandelsunternehmen”). The EdW can be contacted at: Entschädigungseinrichtung der Wertpapierhandelsunternehmen, Behrenstr. 31, 10117 Berlin – Mitte, Telephone 030 – 203699-5626, Fax 030 – 203699-5630, e-mail firstname.lastname@example.org, Internet www.e-d- w.de.
10.2. Scope of compensations
The scope of any claims for damages shall be established according to § 4 of the Investor Compensation Scheme (AnlEntG) and will be limited to a maximum of € 20.000. No claim for damages will be accepted if the amounts or funds are not expressed in the currency of a EU member state or in euros. Furthermore, certain companies/persons/investments are excluded from any possible compensation according to the Investor Compensation Scheme (AnlEntG). Also claims for damages against the Institute do not fall under the claim for damages according to the “AnlEntG”. More information is to be found on the website www.e-d-w.de.
11. Out-of-court arbitration for the client
11.1. Arbitration service
ICM is a member of the Association of Independent Asset Managers Germany e. V. and takes part in the consumer dispute resolution procedure of the arbitration board of the Association of Independent Asset Managers Germany e. V. part. There, a client who is a consumer (see § 13 of the Civil Code), has the possibility to settle a dispute with ICM by calling upon the arbitration body of the Association under VuV Ombudsperson, Stresemannallee 30, 60596 Frankfurt am Main, http: // vuv-ombudsstelle call /. More information can be found on the VuV website at www.vuv.de or the link above. Upon request, ICM will provide the client with further information.
11.2. Arbitration request
The arbitration request is to be submitted in writing (for instance by letter, fax or e-mail) and addressed to VuV – Ombudsstelle, Stresemannallee 30, 60569 Frankfurt, Telefax: + 49 69 – 66055019; e-mail: email@example.com.
12. Data protection and consent to data collection, storage, processing and use 12.1. During the course of this contract, ICM collects personal data required by law from the client, stores, processes and uses these in accordance with the provisions of the European General Data Protection Regulation (DSGVO) and the Federal Data Protection Act (BDSG). ICM is legally obliged to collect, store, use and process personal data as a securities trading bank in accordance with the KWG, WpHG, GwG and numerous other regulations and can only provide the corresponding service to the client on the basis of the data collected, stored, processed and used. 12.2. The client explicitly consents to the collection, storage, use and processing of his personal data collected under this contractual relationship. This consent can be revoked at any time by the client. The revocation must be notified in writing. 12.3. The client has the right at any time to request information from ICM about the data collected, stored, used and processed by ICM. This request for information has to be send in writing to the responsible office of ICM InvestmentBank AG – Data Protection Officer – Friedrichstr. 34, 40217 Düsseldorf, firstname.lastname@example.org. 12.4. The data will be used by ICM only in connection with the performance of the contract. In principle, disclosure to third parties is not required, unless the disclosure is necessary to fulfill this contract (e.g. to the custodian and / or account-holding office), prescribed by other standards or ordered by ICM on a legal basis (e.g. requests for information from authorities). 12.5. In addition, ICM uses the data thus collected, stored and processed to inform the client at any time about all services offered by ICM. The client expressly agrees to this type of data usage. The client may object to this form of data usage at any time in writing. 12.6. The personal data collected by ICM for the purpose of fulfilling the contract will be stored for the duration of the contractual relationship and will only be deleted after the expiry of the respective legal storage time, which is at least 5 years. 12.7. With regard to his personal data collected by ICM, the client has the right to information (Article 15 GDPR), the right to rectification (Article 16 DSGV), the right to cancellation (Article 17 GDPR), the right to limitation of personal data Processing (Art. 18 DSGV), the right to object (Art. 21 DSGV), the right of data transferability (Art. 20 DSGV) and the right to appeal to the competent data protection supervisory authority (Art. 77 DSGV).
13. Applicable law, place of fulfilment and competent courts
13.1. Application of the German law
The business relation between ICM and the client is exclusively subject to German law, except for any arrangements under private international law and explicitly excluding the UN commercial law (CISG).
The business relation between ICM and the client will be exclusively maintained in German language.
13.3. Place of fulfilment
The place of fulfilment for any performances resulting from the business relation between ICM and the client will be Berlin.
13.4. Competent courts
For any claims resulting from the business relation between ICM and the client, including the present GC and any special conditions, it is hereby agreed that the Berlin courts will be competent, insofar as legally permitted.
13.5 Text form requirement for declarations of the client
If it is required that the declarations of the client have to be sent in writing, this can also take place by sending an email.
13.6 Text form requirement for modifications of the agreement
Modifications to these general conditions, information about the securities trading bank ICM InvestmentBank AG and its services, including the execution principles, the instructions to place an order and the related special conditions have to be produced in writing (e.g. By email). This also applies to the text form requirements themselves.
- 14. Salvatorian clause
When a provision of the agreement is or becomes partially or fully null, void or unenforceable, the validity of the remaining provisions will not be affected by this. The null, void or unenforceable provisions will then be replaced by an arrangement in accordance with the intended purpose of the null, void or unenforceable provision, insofar as this is legally permitted and possible. The same will apply in case of a hiatus in the arrangement. The replacing provision will then be valid as if it had been agreed from the beginning (or from the moment of nullity, invalidity or unenforceability).