Agreement between
Nasdaq CSD Iceland hf.
and
[...]
on
participationby an account operator in the
Nasdaq CSD Iceland hf. system
Parties
Nasdaq CSD Iceland hf., hereinafter referred to as NCSDI, and [...] hf., Reg. No. [...], symbol [...], hereinafter also referred to as the Account Operator (AO) hereby enter into the following
Agreement:
General
Article 1
On the signature of this Agreement, the AO will obtain access to the NCSDI system and authorisation to act as an intermediary in the issue of electronic security certificates in the NCSDI system and the registration of rights to such securities in accordance with rules and annexes that apply at any time.
Article 2
The Parties to this Agreement undertake to comply with this Agreement, law, regulations, and the rules of NCSDI together with annexes in effect at any time.
Account Operator’s connection to the NCSDI system
Article 3
The AO will specify in Annex 2 to this agreement by what means it requests to be connected to the NCSDI system.
The AO shall notify NCSDI of any changes in the information referred to in paragraph 1.
Article 4
Settlements of payments in securities transactions notified to NCSDI take place through the Central Bank's Real-time Gross Settlement (RTGS) system. The AO must therefore have direct access to the Real-time Gross Settlement system or a contract with an account operator who will guarantee the securities settlement through participation in the Central Bank's RTGS system.
Contacts and other staff
Article 5
The AO guarantees observance of the rules on access rights to the NCSDI system.
The AO guarantees that contact persons listed in Annex 1, and other members of the AO's staff who will have access to the NCSDI system and are listed in Annex 3 to this Agreement, will meet the criteria laid down in the NCSDI Rules and in Government Regulation 397/2000.
The AO shall notify NCSDI without delay of any changes in contact persons and staff members referred to in paragraph 2, in accordance with the NCSDI Rules.
Responsibility for account
Article 6
Participation in the NCSDI system entails that the AO is permitted, and required, according to the NCSDI Rules, statutory law and this Agreement, to enter records in the accounts in the system (NCSDI accounts) which have been established through the agency of the AO.
Responsibility for an account entails liability for the registration of title to electronic security certificates in the NCSDI accounts provided for in paragraph 1, including provisional entries and corrections to entries, provided that any damage that may occur does not result from any activities of NCSDI.
The liability also applies to general processes such as the establishment and closure of an NCSDI account, transfers of electronic security certificates, storage, pledging and other actions provided for in Act No. 131/1997, Regulation 397/2000 and the NCSDI Rules, provided that any damage that may occur does not result from any activities of NCSDI.
Notices to customers
Article 7
The AO is responsible for notifying all parties concerned of all registrations of rights in which it has mediated, see Article 18 of Act No. 131/1997, the provisions of Regulation 397/2000, and provisions of the NCSDI Rules.
Reconciliation
Article 8
The AO will reconcile transactions (registrations of title) at the end of each day in accordance with the NCSDI Rules.
Settlement of trades in a stock Exchange
Article 9
The AO shall comply with the rules and deadlines that apply to settlements of assets and payments for trades in electronic security certificates listed in a stock exchange, in accordance with the NCSDI Rules.
The AO will provide a bank account number, see Annex 4, with respect to its payment obligations relating to trades in electronic security certificates, as provided in the NCSDI Rules.
Obligations of NCSDI in the issue of electronic security certificates
Article 10
The AO is authorised to mediate in the issue of securities in the NCSDI system on its own account or on behalf of an issuer pursuant to the NCSDI Rules.
If the AO mediates in the issue of securities, the AO shall ensure that the application meets the conditions laid down in the NCSDI Rules. The AO guarantees that all information provided in the issue description or prospectus is correct to the best of the AO's knowledge and meets the conditions of law, regulations and the NCSDI Rules.
The AO alone, with the intermediation of NCSDI, is authorised to undertake the preparation of the actions provided for in the NCSDI Rules, as applicable, and to provide NCSDI with other information on the issue, provided that this is consistent with the agreement between the issuer and the AO.
Preservation of data
Article 11
The AO shall preserve all necessary documentation which concerns the issuance of securities where the AO acts as an intermediary and which is necessary to confirm the registration of title to electronic securities in accordance with law, regulations and the NCSDI Rules.
In the event of failure to preserve documents pursuant to paragraph 1, the AO shall be liable for any resulting damage.
Obligations of NCSDI
Article 12
NCSDI guarantees that the registration of rights to electronic security certificates in the NCSDI system will be in accordance with the transactions carried out by the AO in the system.
Article 13
NCSDI undertakes to develop and maintain the NCSDI system and ensure its security in accordance with law and regulations.
Article 14
NCSDI guarantees that the NCSDI system will be open on all business days, subject to the provisions of law on statutory holidays, Chapter VII of Act No. 131/1997 and Article 20 of this Agreement.
Article 15
NCSDI will prepare a reconciliation register for the entries (registrations of title) effected by the AO in the NCSDI system over the day, as provided in Article 8 of this Agreement (reconciliations) and the NCSDI Rules.
Liability for damage
Article 16
Liability for damage resulting from the business activities of NCSDI is subject to Chapter VII of Act No. 131/1997.
Article 17
Liability for damage resulting from the business activities of the AO is subject to Chapter VII of Act No. 131/1997.
Article 18
The AO is responsible for all information provided to NCSDI and all entries made in the NCSDI system on the basis of access rights. The responsibility applies also to other entries and information entered in the NCSDI system with the intermediation of the AO.
Article 19
NCSDI is not liable for any direct or indirect damage that the AO or a third party may suffer which may result from the termination of the AO's participation in the NCSDI system pursuant to a decision of NCSDI in accordance with the NCSDI Rules in effect at any time.
Article 20
NCSDI is not liable for any direct or indirect damage to the AO resulting from a disturbance or malfunction in the NCSDI system, unless the damage can be attributed to intent or gross negligence on the part of the staff of NCSDI, or Act No. 131/1997 or Regulation 397/2000 otherwise provide for NCSDI's liability.
Default
Article 21
Should the AO be unable to comply with this Agreement in whole or in part, or should the AO no longer comply with applicable law, regulations or the NCSDI Rules, the AO shall notify NCSDI without delay and explain the reasons for the situation.
Article 22
Should the AO, in the opinion of NCSDI, be in repeated or serious default of the provisions of this Agreement, applicable law, regulations or the NCSDI Rules, NCSDI is permitted to take one or more of the following actions:
- Terminate this Agreement without notice;
- Impose sanctions on the AO in the form of fines, according to its tariff;
- Require rectification within a fixed deadline, subject to per diem fines according to its tariff.
- Temporarily suspend the AO’s access to the NCSDI system.
Amendment of the NCSDI Rules or this Agreement
Article 23
NCSDI is permitted to amend the NCSDI Rules and its annexes on its own initiative or in accordance with a proposal from the AO. Such amendments or annexes are binding for the AO as of their entry into effect.
If NCSDI intends to make amendments pursuant to paragraph 1, NCSDI shall submit proposals to such effect to the AO for comment. The AO shall submit its comments to NCSDI within seven business days. If no comments are received from the AO within the deadline, NCSDI will regard the proposal as accepted by the AO. NCSDI shall adopt a position regarding any comments within four weeks of receiving them, subject to the provisions of paragraph 3.
If the AO has submitted a comment on an amendment proposed in accordance with paragraph 2, and NCSDI rejects the comment, the AO shall be notified of that decision. If it is established that the AO is unwilling or unable to fulfil the conditions for participation after the entry into effect of an amendment, the membership agreement shall be terminated in accordance with Article 24 of this Agreement. A proposed amendment shall not take effect until the AO's access has been terminated and NCSDI has taken over the supervision of the accounts in question in accordance with Article 26 of this Agreement. Should it not prove possible to complete these actions by the deadline set in paragraph 2, the deadline shall be extended accordingly, and other account operators shall be informed in writing of the time that the amendment will take effect.
NCSDI is permitted to have an amendment pursuant to this Article take effect without notice, if necessary in the opinion of NCSDI, provided that such amendments do not affect the substantive content of this Agreement.
Termination provisions
Article 24
The Parties may terminate this Agreement with six months' notice, counting from the beginning of a calendar month, or earlier if the Parties so agree.
Should NCSDI decide to terminate this Agreement, a provision shall be made regarding the date from which the termination will take effect; see, however, point 1 of Article 22.
Article 25
This Agreement shall lapse automatically in the following circumstances:
- The operating licence of an AO expires or is revoked by a competent government authority;
- The AO is subjected to bankruptcy proceedings, a petition is made for the AO to be subjected to bankruptcy proceedings, unsuccessful attachment proceedings have been initiated against the AO, a petition has been submitted for a moratorium on debts, or other circumstances arise that provide a clear indication of insolvency.
- Any incidents arise, other than those provided for in Point 2, that put registered rights in the NCSDI's system at risk.
Article 26
When a termination takes effect, NCSDI will unilaterally block the AO's access to NCSDI accounts that have been established with the intermediation of the AO, take over their supervision and block the AO's access to the NCSDI system.
Tariff
Article 27
The AO has examined NCSDI's tariff and will pay fees according to the tariff as current at any time.
In special circumstances the NCSDI may require the payment of fees from the AO for work carried out at the request of the AO which is not covered by the published tariff.
NCSDI is permitted to collect default interest as provided in Chapter III of the Act on interest and indexation No. 38/2001, as amended, from the due date to the date of payment if the AO does not pay its fees pursuant to paragraphs 1 or 2 on their due dates.
Disputes
Article 28
In the event of any dispute relating to this Agreement the provisions of Chapter VI of Act No. 131/1997 shall apply, as applicable. Alternatively, disputes may be referred to the District Court of Reykjavik in accordance with Act No. 91/1991 on civil procedure.
This Agreement is made in two equally valid copies.
Reykjavík, date, [...]
For Nasdaq CSD Iceland hf.For [...] by power of attorney
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