terms of business

45 Pages·2017·0.67 MB·English

by  Andres Alijas

TERMS OF
BUSINESS

ALHAMBRA PARTNERS S.V., S.A.
TERMS OF BUSINESS

TABLE OF CONTENTS

1. SCOPE AND FIELD OF APPLICATION .................................................. 4
2. DEFINITIONS AND INTERPRETATION .................................................. 4
3. INFORMATION OF THE COMPANY AND ITS SERVICES ..................... 5
4. MARKET MEMBERSHIP .......................................................................... 6
5. INFORMATION ON YOUR CLASSIFICATION AS CLIENT .................... 6
6. DECLARATIONS, GUARANTEES AND COMMITMENTS AS
PRINCIPAL ...................................................................................................... 6
7. DECLARATIONS, GUARANTEES AND COMMITMENTS AS AGENT ... 7
8. DELIMITATION OF SERVICES RENDERED ........................................... 8
9. ANALYSIS ................................................................................................ 9
10. INFORMATION REQUIRED AND PROVIDED ..................................... 9
11. REQUIRED COSTS AND EXPENSES INFORMATION.......................10
12. INFORMATION ON FINANCIAL INSTRUMENTS AND THEIR
INVESTMENT RISKS .....................................................................................11
13. INSTRUCTIONS ...................................................................................12
14. INFORMATION ON THE EXECUTION POLICY ..................................13
15. INFORMATION ON THE CONFLICTS OF INTEREST MANAGEMENT
POLICY ...........................................................................................................14
16. LIQUIDATION - CONFIRMATION ........................................................14
17. INFORMATION ON THE SAFEGUARDING IN CUSTODY OF
FINANCIAL INSTRUMENTS ..........................................................................15
18. INFORMATION ON THE BUSINESS REGIME AND INCENTIVES
POLICY AGREED WITH OTHER ENTITIES ..................................................15
19. COMPENSATION AND WITHHOLDING .............................................15
20. NON-FULFILMENT ..............................................................................17
21. NON-CESSION OF YOUR RIGHTS .....................................................19
22. CONFIDENTIALITY ..............................................................................19
23. PRIVACY POLICY ................................................................................19
24. RECORDING OF TELEPHONE CONVERSATIONS ...........................21

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

25. CUSTOMER AND COMPLAINTS MANAGEMENT .............................21
26. DISCLAIMER ........................................................................................22
27. LIMITATION OF LIABILITY .................................................................22
28. CHANGES ............................................................................................23
29. COMPLETION ......................................................................................23
30. ILLEGALITY .........................................................................................24
31. APPLICABLE LEGISLATION ..............................................................24
32. CHANGES TO PROVISIONS IN THE TERMS OF BUSINESS
DOCUMENT ....................................................................................................24
APPENDIX I - POLICY OF BEST EXECUTION ..............................................25
APPENDIX II - CONFLICTS OF INTEREST MANAGEMENT POLICY ..........34

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

1. SCOPE AND FIELD OF APPLICATION
By means of this document, ALHAMBRA PARTNERS S.V., S.A. (hereinafter, “ALHAMBRA” or the
“Company”) informs about the terms of business (hereinafter "Terms") over the main issues governed
by current legislation with regards to the code of conduct to be followed when providing investment
services, information and warnings that we must provide to you (hereinafter "Client" or "you") in order
to strengthen your protection as a client and adapt the service provided to your needs, unless
otherwise agreed.
This basic agreement establishes the essential rights and obligations between the Client and
ALHAMBRA, ensuring the latter acts with honesty, impartiality and professionalism, in the best
interest of its Clients.
These Terms shall be applicable to all activities and services included in its scope that we provide
and all operations we carry out with you or on your behalf, unless and in the measure contrary or
contradictory terms have not been agreed in writing regarding any specific aspect of our commercial
relation or any operation. The supplementary dispositions of these Terms shall be applicable to
specific services and transactions, which shall be notified in a timely manner.
With regards to any Services you request or accept provided by us as per these Terms, unless
otherwise agreed, it shall be considered that you accept the last version of the Terms you have been
provided.

2. DEFINITIONS AND INTERPRETATION
In these Terms, the following expressions shall have the following meaning:
Applicable Regulations: means the rules of any regulatory authority, pertinent securities market,
negotiation platform, clearing house, depositary or settlement service; any rules and internal policies
as well as any other laws, rules, guidelines and regulations in effect at any time, including MIFID II,
that are applicable to us and you.
Financial Instruments: means any type of security such as shares, obligations, loans, bonds, notes,
deposit certificates, commercial paper or other debt instruments, including government issues, of
public, municipal and corporate bodies, as well as instruments from the money market and listed
fund units; investment subscription certificates that fall into any of the above instruments and any
other financial instrument that the parties may eventually agree.
Obligations: means any liability, damage, loss, cost, claim, fee or expense of any type or nature,
direct or indirect, special, consequential or other (including, to avoid any doubts, any fines or
sanctions, among others, that may be imposed due to later settlement of any transaction).
MIFID II: refers to the European Financial Instrument Markets Directive 2014/65/EU (MIFID II
Directive), the European financial instruments regulations 600/2014 (MIFIR) and any delegated
directives and regulations thereof, as amended or re-expressed at each time.
Categorisation Notice: refers to the letter between you and us informing of your classification as
Client based on the policies on the Regulator.
Transaction: means any product or transaction executed by us following your instruments as per
the Terms herein.

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

Product: refers to any kind of Financial Instrument, financial investment or product made available
to you as per these Terms.
Services: means our execution and commercial services in public or privately negotiated products,
the reception and transmission of orders for one or more products, product placing not based on a
firm commitment and the provision of any service, information or supplementary Study (when
applicable). Further information on services offered by the Company in item 3.
Negotiation Platform: means any regulated market, organised negotiation system or multilateral
negotiation system, as defined in MIFID II.
Underlying Client Transaction: refers to your funds or underlying Clients, regardless if we know
the identity of such fund or Client.

3. INFORMATION OF THE COMPANY AND ITS SERVICES
3.1. Registration and contact details
ALHAMBRA PARTNERS S.V., S.A. is a company incorporated in public deed notarised on 8 July
2014 before the Notary Public of Madrid Luis Pérez Escolar Hernando and duly registered in the
Company Register of Madrid, Volume: 32,326; Page: 122; Section: 8; Sheet: M-581884, 1st record,
with Spanish Tax Identity Code (CIF): A-87039277 and registered address at:
Paseo del club Deportivo, 1 - Bloque 13
Planta Baja - Bajo Derecha 3 - 28223
Pozuelo de Alarcón – Madrid
It is registered as an investment services company in the Spanish Register of Securities Brokers and
Dealers (Registro de Sociedades y Agencias de Valores) of the National Securities Market
Commission (Comisión Nacional del Mercado de Valores, CNMV), this entity being responsible for
its authorisation and continuous monitoring, under number 254.
http://www.cnmv.es/portal/Consultas/ESI/ESIS.aspx?nif=A87039277
Alhambra Partners subscribes the Spanish Investment Guarantee Funds (Fondo de Garantía de
Inversiones, FOGAIN), in accordance with current law. The purpose of the Investment Guarantee
Funds is to ensure that clients recover their investments up to the limit established in the duly and
legally provided situations.
General information on Alhambra Partners as well as the updated information for publication as per
applicable regulations can be found on its website www.alhambrap.com
Alhambra Partners provides potential Clients with the following methods of communication:
- Customer Service Department Telephone support - Tel: [phone]
- Customer Service Department E-mail: [email protected]
3.2. Company Activities
As per the Activities Program approved by the CNMV, ALHAMBRA provides the following services
to eligible and professional counterpart Clients:
Investment services
 Reception and transfer of clients in relation to one or more financial instruments.

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

 Execution of such orders on behalf of clients.
 Trading on own account.
 Discretionary and tailored management of investment portfolios as per the instructions given
by the clients.
 Placing of financial instruments without a firm commitment basis.
 Investment advice.
Ancillary services
 Business consulting on capital structure, industrial strategy and related issues, as well as
consulting and other services related to company mergers and acquisitions.
3.3. Communication language
Clients may communicate with ALHAMBRA and receive documents and other information from
ALHAMBRA in Spanish and English.

4. MARKET MEMBERSHIP
ALHAMBRA is established as a Securities Company NOT listed in Organised Markets, MTFs or
OTFs or any kind of negotiation centre but is subject to their rules and regulations.

5. INFORMATION ON YOUR CLASSIFICATION AS CLIENT
Section 45 of the Commission's Delegated Regulation (EU) 2017/565, 25 April 2016, which
complements Directive 2014/65/EU of the European Parliament and Council regarding the
organisational requirements and operating conditions of investment services companies and the
terms defined for the purpose of such Directive (MIFID II), in order to give each Client an appropriate
level of protection and adapt the investment services to their needs, establishes the need to assign
each Client with a classification defined in such Directive, notifying it to each one of them.
We have reviewed the information you have provided and other details we have obtained about you.
Hence, we have determined that you may be classified as a Professional Client or Eligible
Counterpart as per the bases set forth in said regulations on the services we provide. We have sent
you a letter informing you of said classification.
We shall treat you, but not any other person you may act on behalf of, as our Client. Should you act
on behalf of a principal, we shall not treat such principal as our Client, as per Applicable Regulations.
You recognise and accept that you are responsible for keeping us informed regarding any change
that may affect your classification indicated in your Classification Notice.
Any Clients with doubts on their classification may contact our Regulatory Compliance department
by email to the address Martín Stolo Zarlenga [email protected] asking for the
appropriate clarifications.

6. DECLARATIONS, GUARANTEES AND COMMITMENTS AS PRINCIPAL
You guarantee, declare (and such guarantees and statements are considered as repeated each time
you give us any instructions) and commit to:

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

a) being duly organised and incorporated as per the laws of your jurisdiction and compliant;
b) having all power, authority and capacity to assume and fulfil your obligations as per these Terms
and confer all necessary authorisations so that these Terms are valid obligations and enforceably
binding for you;
c) have obtained and meet the terms of all Applicable Rules, as well as any other authorisation,
consent and approval of a government or other regulatory organisation so that you can engage
the reception of all services and carry out all transactions, in accordance with these Terms;
d) provide copies of any authorisation, consent or approval that we may reasonably require from
you;
e) the financial instruments and other products you present to use, as per these Terms, shall be at
all times free of encumbrances, levies, pledge or embargo and registered in your name;
f) you confirm that any information you provide us or that we have received on your behalf is at all
times, to your best knowledge and understanding, complete, accurate and not misleading;
g) any third party appointed by you to give and receive instructions, notices and/or other
communications on your behalf as per these Terms shall have all power and necessary authority
and/or suitable government or regulatory consent (if applicable) to give and receive such
instructions, notices and other communications;
h) not interpret any communication or information (written or verbal) from us as financial advice to
close any transactions or enter into an agreement with us, and that is also not based on us for the
performance guarantees that may be expected from a product or transaction; and
i) as per Applicable Regulations, you shall be responsible for ensuring that any product or
transactions satisfies your needs, either making your own appraisal or seeking financial advice
from an independent financial, accounting or legal advisor before deciding on an investment in any
product or transaction.

7. DECLARATIONS, GUARANTEES AND COMMITMENTS AS AGENT
If acting in any transaction on behalf of one or more Underlying Clients, you then declare, guarantee
(and such guarantees and declarations shall be considered as repeated each time you give us
instructions) and commit to:
a) have, and in future will have and renew, full power, capacity and authority to interact with us in all
transactions you enter with us in representation of such Underlying Clients, including all necessary
authorities from your Underlying Client to give us instructions in relation to all transactions and to
do everything necessary in accordance and as per these Terms;

b) all Underlying Clients that you send an order on behalf of, have, and in future will maintain and
renew, full power, authority and capacity to execute any resulting transaction and these Terms and
any transactions shall be valid obligations and binding for them;
c) all Underlying Clients shall be capable at all times of putting you in position to agree the transaction;
d) you are regulated with regards to the service provision to your Underlying Clients and shall comply
at all times with the applicable regulations, specifically the code of conduct in the securities market;

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

e) have applied all due diligence required as per the applicable regulations including that related to
money laundering prevention, including, among others, any money laundering prevention and
detection measures, Client identification with a risk-based approach so as to apply reinforced
diligence to Clients with a higher than average risk, sanctions (to prevent any doubts, including
and prevention and detection measure set forth in anti-terrorist legislation), laws and regulations,
to ensure good background of your Underlying Clients and to ensure in the best way possible, that
your Underlying Clients are not involved in any money laundering or criminal activities;
f) the acceptance of these Terms and the execution of transactions in your own name and as agent
for your Underlying Clients does not breach applicable regulations, in particular the securities
market regulation and its code of conduct;
g) you must provide us (or, when such information is available to your Underlying Clients and not
yours, you shall do everything reasonably possible to obtain from your pertinent Underlying Clients
and provide us) any information that we may reasonably ask from you in relation to these Terms,
including all necessary information to meet all regulations in effect, including that obtained as a
consequence of the application of due diligence measures.
h) any information you give us is, in the measure in which you are aware of it, true and complete and
will inform us in a timely manner of any changes to the information that you have given us that you
become aware of;
8. DELIMITATION OF SERVICES RENDERED
As indicated in item 3.2, we provide the services of execution, reception and transfer of orders,
negotiation on own account, etc. and do not advise on the success of your transactions, services or
specific products or on the tax consequences.
When you instruct us to execute a transaction, you are declaring to be the only person responsible
of performing your own valuations and independent analysis on the transaction risks. You declare to
have the knowledge, market sophistication, professional advice and sufficient professional
experience to make your own appraisals on the success and risks of any transaction. We do not
provide any guarantees on the suitability or convenience of the negotiated products in accordance
with these Terms.
On executing transactions in non-complex products (as defined in MIFID II) with you, we are not
required to obtain information of you regarding your knowledge and experience with regards to the
investment field of this instrument, your financial situation or your investment objectives (collectively
your circumstances) in order to carry out an appraisal on the suitability of this instrument or service
rendered or offered. Therefore, the protections offered in accordance with any code of conduct that
you may demand from us to assess the suitability of such instrument or service on your behalf shall
not apply as per section 25 under the MIFID II Directive.
Any general opinions we may provide you occasionally (either verbally or in writing) on the economic
scenario, markets, investment strategies, business ideas or investments must not be interpreted as
Investment Advice. Similarly, any information and explanation relative to the terms and conditions of
a transaction, product or service shall not be considered as Investment Advice or as a
recommendation to carry out such transaction, buy a product or obtain a service. Any information
that may be received from us shall be given in good faith; however we do not guarantee it is precise
or complete, and do not assume any obligation in relation to your taxation with regards to any Liability
you may incur in as a result of trusting such information.

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

9. ANALYSIS
Any Analysis we provide, in any form, including via the Internet (either for you or in representation of
your Underlying Clients) shall be provided only for information purposes and so as to take your own
investment decisions (either for yourself or on behalf of your Underlying Clients), and that neither
you or your Underlying Clients should use for any other purpose. You must perform your own analysis
and research of the information contained.
Such Analysis shall have been prepared using third party sources that we believe reliable, but cannot
guarantee their accuracy.
Our analysis must not be considered as a proposal to buy or sell any product in any jurisdiction, nor
should be considered as investment advice; it shall only be considered as an opinion on a given
asset.
The content of any Analysis provided by us is based on information we believe from reliable third
parties, but do not ensure it is accurate or complete. It should never be interpreted as a guarantee,
recommendation or factual (implicit or otherwise).
No information (written or verbal) you receive from us shall constitute a promise or guarantee in terms
of the expected results of such transaction. You must also be aware that market conditions and prices
may vary between the time we present the information and the moment you ask us to carry out a
transaction.
Although we shall act with due competence, care and diligence preparing the Analysis, we do not
offer any guarantees, express or implied, with regards to the accuracy, integrity or reliability of such
information or regarding the legal, regulatory or tax consequences of any transaction carried out
based on the recommendations and information of such analysis. We are not obliged to update or
refresh the information contained in said document.
We do not accept any responsibilities of any kind (in the measure allowed by the Applicable
Regulations) for any Analysis we may have given you (either for you or in representation of your
Underlying Clients), regardless in accordance with these Terms, except in the measure and only in
the measure that, we acted with negligence or deliberately deceitful or fraudulent, or if we did not
comply with any Applicable Regulations or CNMV provisions.
Any opinions we provide in an Analysis shall reflect our criteria on the specified date and shall be
subject to changes without prior notice.
In order to comply with the Applicable Regulations, it should be highlighted that ALHAMBRA currently
does not provide any payment Analysis services. Should it start in future to provide a payment
Analysis service and you should receive such service, we enter into an independent written
agreement with you establishing the terms under which the Analysis service is provided, including
any fees to be paid in order to receive such Analysis. The terms of this agreement shall be negotiated
in good faith between the parties.

10. INFORMATION REQUIRED AND PROVIDED
In order to provide certain services, we must first obtain information from you; this may include
financial or other information regarding yourself (and/or, when acting as an agent for any Underlying
Client, information on it or other parties) that we reasonably may ask occasionally or that we have
the obligation to obtain as per the Applicable Regulations. Not supplying this information when

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Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com
TERMS OF BUSINESS

requested may result in the refusal by us to provide the services, either with regards to a specific
product or as a whole. We shall be exempt from any liabilities you have assumed or incurred as a
result of any decision of this kind.
We also, occasionally, may request additional information or actions from you regarding your
situation, among others, so that we can meet our obligations as per Applicable Regulations. You
accept and recognise that you will provide this information in a timely manner or adopt the appropriate
measures that we can reasonably ask from you so that we can comply with the Applicable
Regulations during our relation with you.
You accept and recognise that you are responsible for keeping us informed of any change to the
information you provide as per the paragraph above.
We are required to provide you certain information with sufficient advance before the provision of
certain services. This information may derive from third parties. We cannot guarantee the accuracy
or reliability of such information and shall not have any duty or obligation to verify, correct, complete
or update this information. We are exempt from any liability derived from any error, inaccuracy, delay
and omission or any measure adopted based on them. We explicitly relinquish any guarantee,
express or implied, regarding the accuracy of such third party information or the suitability of such
information for any purpose.

11. REQUIRED COSTS AND EXPENSES INFORMATION
Regardless of provisions set forth in MIFID II, used to categorise you as an eligible counterpart of
professional client as per the Classification Notice, you accept a limited application of the cost and
expense requirements as defined and allowed in section 50(1) (Information of associated costs and
expenses) of the 2017/565 MIFID II Delegate Regulation. In these circumstances, and when
pertinent, we shall not offer you:
a) an illustration that shows the cumulative effect of performance costs when we provide a
service ex-ante or ex-post;

b) should any of the costs and total expenses paid or represent an amount in a foreign currency,
an indication of the currency in question, the applicable exchange rate and the payment modes
or others; or

c) associated costs and expenses charged by other parties for their services when we have
directed you to such other parties nor all costs and expenses associated with the production and
management of Financial Instruments by such third party when not a cost charged by us.

Our operations are normally carried out on our own account. We may add a margin (our spread) to
executing transactions but in no circumstances shall we apply an explicit commission or pass on
additional expenses. The margin level may differ depending on the Investment strategy of each Client
or counterpart, and may include a series of factors that we shall determine on our exclusive criteria.
Such factors shall include the impact of laws and applicable regulations and may include the specific
terms of each transaction (for example transaction size or volume, settlement method, currency,
delivery capacity, margin increase, Client and issuer credit rating, prevailing market conditions on
the negotiation date, etc.), the compounded reference amount negotiated with you during a period
of time, the assessment of Alhambra Partners S.V., S.A. of the credit, market or other risks you may
be exposed to, and any service offered by Alhambra Partners S.V., S.A.

10

Alhambra Partners, S.V., S.A. Domiciliada en: Paseo del club Deportivo, 1 - Bloque 13 Planta Baja - Bajo Derecha 3 28223
Pozuelo de Alarcón – Madrid. Teléfono de Contacto: 911 93 92 82 Web: www.alhambrap.com