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Trading Services

User Terms and Conditions

1. Definitions

1.1 In the Agreement, unless the context requires otherwise, the following words shall have the following

meanings:

Access: means the provision by the Exchange of either:

(a) access to its Trading Systems in the live trading environment to 

permit the Customer to input Data and receive acknowledgements 

as described in the Technical Specifications; or 

(b) access to its Trading Systems in a modified production environment 

(for system migration testing) for the dates and times specified by 

the Exchange by notice,

as configured in accordance with the Configuration Form.

Accredited Software: means software provided to the Customer by an independent software 

vendor (“ISV”) to access the Exchange’s trading systems where the

version of the software has: 

(a) passed the Exchange’s conformance test; and 

(b) been granted accredited status by the Exchange in accordance with 

the accreditation policy which is available on the Exchange’s 

website.

Agreement: means these Terms, the Order, any Configuration Form, any Request 

Form, the Technical Specifications, the Price Lists and the Rules.

Charges: means charges identified as such in the Price Lists.

Configuration Form: means the document produced by the Exchange confirming the 

Customer’s requested configuration for its Access.

Customer: means the person or entity named in the Order.

Data: means all information input, or provided in accordance with Clause 3, by 

the Customer to the Exchange or the Exchange's Trading Systems.

Exchange: means London Stock Exchange plc, trading as "London Stock Exchange".

Force Majeure Event: means any cause beyond a party's reasonable control affecting the 

performance of its obligations hereunder including but not limited to fire, 

flood, explosion, accident, war, strike, embargo, governmental or

regulatory requirement, civil or military authority, Act of God, industrial 

disputes and acts or omissions of providers of telecommunications 

services.

Order: means the order form for the Exchange’s Trading Services.

Price List: means the lists of charges payable for services from the Exchange as 

published by the Exchange from time to time.
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Request Form: means the document to be completed by the Customer which sets out the 

Customer’s details, requested trader groups, requested market access 

information, requested user parameters and any other information as may 

be required by the Exchange from time to time.

Rules: means the Rules of the London Stock Exchange and/or the London Stock 

Exchange Derivatives Market (as the context requires), as may be 

amended from time to time.

Software: means the software used by the Customer to access the Trading Systems.

Technical 

Specifications:

means:

(a) the technical specifications of a Trading System as amended from 

time to time and published on the Exchange’s website; and

(b) any additional documents that relate to the Customer’s Software or 

Accredited Software, as applicable, provided by the Exchange to 

the Customer from time to time. 

Terms: means these Trading Services terms and conditions, as amended by the 

Exchange from time to time in accordance with the terms of this 

Agreement.

Trading Systems: means the systems, organised and administered by the Exchange, for the 

trading of certain financial securities as set out in the Technical 

Specifications.

2. Service

2.1 The Exchange shall provide the Access and other services in this Agreement , subject to the terms 

of this Agreement and:

2.1.1 the Customer’s Software being either Accredited Software or otherwise both meeting the 

minimum standards to Access the Trading System and having passed the Exchange's 

conformance and other tests, as such standards and tests are notified by the Exchange to the 

Customer from time to time;

2.1.2 the Customer being a member firm of the Exchange;

2.1.3 the Customer having satisfactory arrangements in place in accordance with Clause 15; 

2.1.4 the Customer having in place any necessary arrangements mandated in the Rules; and

2.1.5 outages affecting the Access or other services, including planned maintenance during the 

Exchange’s standard maintenance windows or emergency maintenance, provided that the 

Exchange shall take reasonable steps to (a) minimise unplanned outages and (b) promptly 

restore the Access.

2.2 The Customer shall not use the Access for any illegal purpose or otherwise than in compliance with 

the applicable laws in the jurisdictions in which the Customer operates.

3. Duration of Agreement

3.1 This Agreement will become effective when signed by both parties.

3.2 This Agreement will remain in force unless and until terminated in accordance with Clauses 4, 8.1 or 

12.1.

4. Termination of Agreement

4.1 Either party may terminate this Agreement by giving the other party three (3) months' written notice

that it wishes to do so.
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4.2 Either party may terminate this Agreement forthwith by giving the other party written notice if that

other party:

4.2.1 makes a voluntary arrangement with its creditors or becomes subject to an administration 

order;

4.2.2 has a receiver appointed over any of its property or assets, or an encumbrancer takes

possession;

4.2.3 goes into liquidation; or

4.2.4 takes or is subject to any action similar to that specified in Clauses 4.2.1 to 4.2.3 in any

jurisdiction outside England.

4.3 The Exchange may terminate this Agreement or suspend its performance of all or any obligations 

under it immediately and without liability for compensation or damages if the Customer fails to 

comply with any of the conditions set out in Clauses 2.1 and 15.1 or fails to comply in all material 

respects with any of its express or implied obligations under this Agreement (including payment of 

charges to the Exchange).

4.4 Termination of this Agreement shall not release either party from any liability which at the time of

termination has already accrued, nor affect in any way the survival of any other right, duty or

obligation of the parties which expressly or by implication survives such termination.

5. Charges

5.1 The Customer agrees to pay the charges shown in the Price Lists as applicable to the Access or the 

service. Charges for the period from the date on which the Exchange notifies the Customer that the 

Exchange has completed all necessary work to permit Access or the service until the first day of the 

following month are payable on a pro rata basis.

5.2 All Charges are subject to Value Added Tax at the prescribed rate, and any other tax, duty or levy

imposed by legislation.

5.3 Unless stated otherwise in a Price List, all Charges are payable by the Customer within 30 days of 

the date of the Exchange's invoice, and time of payment shall be of the essence. The Exchange 

may add interest on overdue payments before and after any judgement at HSBC Bank plc base rate 

(as varied from time to time) plus three per cent, calculated on a daily basis such interest to be

compounded at the end of each calendar month.

5.4 Any invoice queries including, without limitation, any request by the Customer for repayment of 

overpaid amounts must be made within three months of the end of the month to which the relevant 

invoice relates. The Customer shall not be entitled to query an invoice and/or claim repayment of 

any overpaid amounts after this period.

6. Notices

6.1 Any notices referred to in this Agreement to be given by the Exchange may be: (i) posted by the 

Exchange on its website; (ii) sent via market communications e-mails from the Exchange (iii)

delivered by hand; (iv) sent by post; or (v) sent by facsimile transmission. Notices shall be effective 

on the date of posting on the Exchange’s website, transmission (in the case of email or facsimile 

transmission) or delivery (in the case of delivery by hand), or three working days after dispatch (in 

the case of posted notices), whichever is the earlier.

7. Assignment

7.1 The Customer may not assign or transfer any rights or obligations under this Agreement without the 

Exchange's prior written consent.

7.2 The Exchange shall have the right to assign any of its rights and/or obligations under this Agreement 

to another party, such an assignment to become effective on written notice to the Customer.

8. Variation

8.1 The Exchange may amend a Price List at any time on two (2) weeks’ written notice. The Exchange 

may amend these Terms, or the Technical Specifications at any time on two (2) months' written 
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notice, unless, (in relation to Technical Specifications only) there is a shorter time provided for an 

aspect of such Technical Specifications. In the event that the Customer considers any such 

amendment to be unfavourable, it may terminate this Agreement on the date the amendment comes 

into effect, provided that, in the case of amendments other than those to the Price List, it gives the 

Exchange notice in writing within one (1) month of the date of the Exchange's original notice.

9. Procedure for varying Customer Configuration

9.1 The Customer may request variations of its Access configuration at any time upon reasonable notice

to the Exchange, (electronically or otherwise). On the receipt of such request, the Exchange will 

consider the request, liaise with the Customer as required, and where approved by the Exchange, 

amend the Customer’s Configuration Form within a reasonable time, and return a copy to the 

Customer (electronically or otherwise). In the event that the Exchange varies the Configuration Form 

in accordance with this Clause 9.1, the parties acknowledge that the varied Configuration Form will 

replace the Customer’s prior Configuration Form, and continue to be governed by the terms of this 

Agreement.

9.2 Except as provided in Clause 8.1 and 9.1, this Agreement may only be amended in writing by duly 

authorised representatives of the parties. 

10. Waiver and Entire Agreement

10.1 Failure by either party to exercise any right or remedy under this Agreement will not constitute a

waiver of that party's rights or remedies.

10.2 This Agreement is the parties' entire understanding of the contract between them and supersedes all 

prior agreements, representations and proposals, oral or written.

10.3 Each party confirms that:

10.3.1 in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulent 

misstatement, no party shall be under any liability or shall have any remedy in respect of 

misrepresentation or untrue statement unless and to the extend that a claim lies under this

Agreement; and

10.3.2 in entering into this Agreement it has not relied on any representation or warranty or

undertaking which is not contained in this Agreement, or any document referred to in it.

11. Intellectual Property Rights

11.1 The Customer hereby assigns to the Exchange the copyright or other intellectual property rights of 

whatever nature in the Data.

11.2 Notwithstanding the provisions of Clause 11.1, the Customer may use the Data in the ordinary

course of its business, and is hereby licensed to do so.

12. Liability

12.1 To the maximum extent permitted by law, the Exchange shall not be liable to the Customer in any 

circumstances for any loss, whether direct or indirect, of profits, business, anticipated savings or

wasted expenditure, or for any indirect or consequential loss, in respect of provision of Access, any 

other service provided pursuant to this Agreement or otherwise arising under or in relation to this 

Agreement, whether for breach of contract, tort (including negligence) or otherwise.

12.2 Subject to Clause 12.1 above, the Exchange's maximum liability (except in relation to fraud or death 

or personal injury) arising under or in relation to this Agreement, whether for breach of contract, tort 

(including negligence) or otherwise, shall, in respect of any one incident or series of incidents, 

attributable to the same cause, be limited in aggregate to £50,000 (fifty thousand pounds Sterling).

12.3 The Exchange shall be in no way liable for any loss or damage, whether direct or indirect, incurred 

by the Customer arising from any failure, act, omission or negligence of any third party provider of 

communication facilities as provided for under Clause 15.
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13. Force Majeure

13.1 Neither party shall be liable to the other for any delay or failure to fulfil any obligation under this

Agreement to the extent such delay or failure was due to a Force Majeure Event.

13.2 Either party may terminate this Agreement on notice in writing to the other if due to a Force Majeure 

Event a party is unable to fulfil its obligations under this Agreement formore than 45 calendar days. 

Neither party shall have any liability to the other in respect of termination of this Agreement as a 

result of such a Force Majeure Event.

14. Technical Compliance

14.1 The Customer undertakes that, in addition to these Terms, it shall comply with any applicable

provision contained in the Technical Specifications.

14.2 In the event that the Exchange considers that the Customer’s Access is causing, or is likely to 

cause, technical problems for the Exchange, or effect the proper functioning of the Trading Systems, 

or interference with the continued delivery of the Service to other customers, then the Exchange 

may suspend the Access without notice.

15. Communications

15.1 The Exchange shall have no obligations to provide Access on the terms and conditions contained in 

this Agreement, unless the Customer has in place satisfactory communications facilities being:

15.1.1 either under a relevant communications agreement with the Exchange; orsuch other 

arrangements as may have been approved in advance by the Exchange in writing.

16. Severability

16.1 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable 

in whole or in part the validity of all other provisions (and, if applicable, the remainder of the 

provision in question) shall not be affected.

17. Confidentiality

17.1 Subject to Clause 17.2, the parties shall keep confidential all information relating to this Agreement 

and the Technical Specifications unless such information has become public knowledge otherwise 

than in breach of this Clause or disclosure is required by law or a party's regulatory body or 

disclosure is made in confidence to their professional adviser. This Clause 17.1 shall2.1 survive

termination of this Agreement.

17.2 The Customer agrees that the Exchange may share confidential information with any of its group 

undertakings and for the purposes of this Agreement, “group undertaking” shall be construed in 

accordance with section 1161 of the Companies Act 2006. The Exchange shall ensure the 

compliance of such group undertakings with Clause 17.1 of this Agreement, and shall remain liable 

for any breach of Clause 17.1 by such group undertakings.

18. Rights of Third Parties

18.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of

Third Parties) Act 1999 to enforce any of its terms.

19. Choice of Law

19.1 This Agreement and any non contractual obligations arising out of or in connection with this 

Agreement and the relationship between the parties shall be governed by, and construed in all 

respects in accordance with the laws of England and Wales and subject to the exclusive jurisdiction 

of the Courts of England and Wales.

20. Conflicts and Order of Precedence

20.1 Where there is a conflict between any of: (i) these Terms; (ii) the Price List; (iii) the Technical 

Specifications; (iv) any Configuration Form or (v) the Rules, the prevailing terms (to the extent of the 

inconsistency) shall be those contained in the following documents in prevailing order:
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20.1.2 The Rules;

20.1.3 The Terms;

20.1.4 The Technical Specifications;

20.1.5 The Configuration;

20.1.6 The Price List.
Trading Services

Order Form

“Customer”:

(Name of legal entity)

Registered Address:

Contacts:

This Order forms part of the Agreement for Trading Services, together with the User Terms 

and Conditions, the Rules, the Configuration Form, the Request Form, and the Price Lists.

Please complete in duplicate if the Customer would like to retain a signed original.

We, the undersigned, confirm that we have read the documents that form the Agreement for 

Trading Services with the London Stock Exchange plc (“Exchange”) and hereby agree to the 

terms of the Agreement.

This Order is signed by a duly authorised representative of the Customer:

SIGNED SIGNATURE: ________________________

for and on behalf of

the Customer

NAME: ________________________

DATE: ________________________

CONFIRMED SIGNATURE: ________________________

on behalf of 

the Exchange

NAME: ________________________

DATE: ________________________