Agreement on accepting, transferring and executing orders to acquire and alienate Exchange Commodities and
Financial Instruments on the markets run by POLPX, No. TGE/00_ _ _/201_ (for business Client)
on _ _-_ _-201_ in Toruń between Dom Maklerski Consus S.A., with its head office at 9 Dominikańska Street in Toruń 87-100,
registered in the Register of Entrepreneurs of the National Court Register, run by the District Court in Toruń, Economic Division VII of
the National Court Register in Toruń, KRS Number 0000359260, with its initial capital of 10,400,000 PLN (including the value of paid in
capital of 10,400,000 PLN), with the tax ID number NIP: 956-22-73-788, referred to hereinafter as DM Consus, represented by:
Name and surname of DM Consus representative
and
The Client’s data
Company name:
City and postal code:
Street and number:
KRS or other number in the Register of Entrepreneurs:
NIP of the VAT taxpayer – EU or domestic VAT:
Initial capital:
Paid in capital:
The data of person or persons authorised to sign this Agreement
Name and surname of the 1st person
Position:
Name and surname of the 2nd person:
Position:
referred to hereinafter as ‘Client’.
The parties sign Agreement, pursuant to which the Client is given the account number
and the Agreement is with the content as follows:
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General provisions
§1
The Agreement to accept, transfer and execute orders to acquire and alienate the Exchange Commodities and Financial
Instruments on the markets run by the Polish Power Exchange S.A. (POLPX Agreement)is executed pursuant to ‘The Regulations
on brokerage services in Dom Maklerski Consus S.A. on the markets run by the Polish Power Exchange S.A.’ (POLPX
Regulations)which, together with the Table, is an integral part of POLPX Agreement and pursuant to the generally applicable law.
The detailed rules and conditions of brokerage services to be provided by DM Consus are set out in POLPX Regulations.
DM Consus declares to render its services to the Client on the Day-Ahead Market and Intra Day Market (DAM&IDM), the DayAhead Market and Intra Day Market regarding gas (DAM&IDMg), the Commodity Forward Instruments Market with Physical
Delivery (CFIM), The Emission Allowances Market (EAM) and the Property Rights Market (PRM), run by Polish Power Exchange
S.A. (POLPX S.A.)1
Client’s declaration
§2
In order for POLPX Agreement to be concluded and executed properly, the Client declares that they:
1) have received the POLPX Regulations, familiarised therewith and declares to follow the provisions thereof;
2) have received the Table, familiarised therewith and accepts the provisions thereof;
3) agree to conclude the POLPX Agreement even being informed by DM Consus that the services or products to be rendered or
offered pursuant to the POLPX Agreement are not appropriate for the Client, or that it is impossible to evaluate the adequacy
because the information on the Client was insufficient, or DM Consus informed the Client on the conflict of interests, which is
not possible to be solved;
4) are aware of the necessity to obey all the rules and regulations on Exchange Commodities and Financial Instruments trading
on the markets run by POLPX S.A., on which the Transaction is concluded;
5) agree to receive information, set out in the POLPX Regulations, via DM Consus website or via E-mail, pursuant to the rules
set out in the POLPX Regulations;
6) agree to receive information addressed to the Client individually, via Client’s e-mail, phone or fax;
7) agree for the broker’s Orders to be placed based on the Orders submitted by the Client via the Internet, phone or fax;
8) agree for the Orders placed by phone to be registered;
9) have the information that:
a) DM Consus is the administrator of all the Client’s personal data, pursuant to the Act on Personal Data Protection;
b) personal data are gathered by DM Consus in relation to the services provided thereby which may be processed for the
purposes related with DM Consus business activity;
Within DM Consus’ membership currently ascribed on POLPX S.A.
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c) they have the right to accede personal data and to correct them, as set out in the Act on Personal Data Protection;
d) it is up to them to submit personal data, but they are necessary to conclude and execute POLPX Agreement; and
e) personal data gathered may be made available to entities set out in the generally applicable law.
10) The Client declares, that prior to the conclusion of POLPX Agreement, it have got familiar with the below mentioned
regulations and agrees to obey them:
a) ‘Policy of Clients’ Classification in Dom Maklerski Consus S.A.’
b) ‘The Regulations on Conflict of Interests Management in Dom Maklerski Consus S.A.’
c) ‘The Policy of Executing Orders to the best interest of the Client of Dom Maklerski Consus S.A.
d) ‘The general description of financial instruments and exchange commodities in Dom Maklerski Consus S.A.’
e) ‘Information on Dom Maklerski Consus S.A.’
The Client declares that they have got familiar and filled the below mentioned Attachments, prior to the Agreement conclusion:
a) Attachment No. 1 ‘Power of attorney for Dom Maklerski Consus S.A.’2
b) Attachment No. 2 ‘Information on business Clients’
c) Attachment No. 3 ‘GIFI Information’ and ‘Declaration on the Ultimate Beneficial Owner’
d) Attachment No. 4 ‘The statement on the broker’s service by Dom Maklerski Consus S.A., being adequate for the
business Client (retail client)’
e) In the case of sales of gaseous products within the framework of the exemptions referred to in Art. 31b paragraph 1,
paragraph 2 Sections 2-8, paragraph 3 Sections 2 and 3 as well as paragraph 4 of the Law on Excise Duty - Attachment
No. 5 "Client statement of fuel gas purpose, for the calculation of excise duty".
f)
In case of electricity and / or gas products trade - Annex 6 "Client’s Declaration on the Concession held".
The Client declares3 the gas acquired on POLPX S.A. shall be:
a) [ ] entirely designated to resale or
b) [ ] partially or entirely designated to use for own needs.
The Client declares that, in case of possessing the licence for gas trading, they shall submit partial declarations on gas, containing
the information on the amount of gas acquired and used for own needs and designated for resale in the given calendar month
within the term up to the next calendar month.
Subject of POLPX Agreement
§3
Pursuant to POLPX Agreement and POLPX Regulations, DM Consus shall render the following broker’s services in the interest of
its Client:
1) to accept and transfer the Orders to acquire or alienate Exchange Commodities or Financial Instruments and
2) to execute the Orders to acquire or alienate the Exchange Commodities or Financial Instruments on the Client’s Account.
The abovementioned services are rendered to the Client only with regard to Exchange Commodities or Financial Instruments on
the markets run by POLPX, whose broker is DM Consus.
DM Consus gives general investment consulting pursuant to the rules set out in POLPX Regulations. DM Consus opens and runs
an Account for the Client pursuant to POLPX Agreement and POLPX Regulations.
Account
§4
Payments are to be made by the Client to the account in Deutsche Bank Polska Spółka Akcyjna S.A.
No: PL 84 1880 0009 0000 0013 0096 9001
The Client places the disposal to block the Commodity Exchange Account, spoken of in §22 of POLPX Regulations and the
disposal to block Exchange commodities covered bypledge, spoken of in §26 of POLPX Regulations, at the below mentioned
addresses:
1) in a written form
Department of the Secondary Market
Dom Maklerski Consus S.A.
9 Dominikańska Street, 87-100 Toruń
2) via e-mail
tradingdm@consus.eu
3) via fax
+ 48 56 664 09 33
The power of attorney
§5
By concluding POLPX Agreement, the Client grants their power of attorney to DM Consus (with the right to grant a further power of
attorney to DM Consus employees) to:
1) place the broker’s Orders, modify and cancel them, pursuant to the Client’s Order placed via Remote Channels, as far as all
the conditions required for the Order to be valid and effective defined in POLPX Agreement and POLPX Regulations are
fulfilled;
2) collect cash from the Cash Account, to cover the Orders with fees and commissions set out in the Table, without the Client’s
separate disposal; and
3) carry out all other factual and legal activities DM Consus is authorised to do, pursuant to POLPX Agreement and POLPX
Regulations.
The power of attorney is valid until the termination of POLPX Agreement.
§6
The condition for POLPX Agreement to be concluded, is the Client’s power of attorney to DM Consus to represent the Client
required by POLPX S.A. authorising to conclude transactions and to place buy and sell orders pursuant to POLPX S.A. regulations,
as well as to place disposals pursuant to POLPX Regulations and other POLPX and WCCH regulations to do all activities to clear
the transactions.
The POLPX S.A. power of attorney is valid until it is cancelled.
The Client may grant the POLPX S.A. power of attorney only to DM Consus.
VAT invoices
§7
The Client grants / does not grant 4 the power of attorney to DM Consus, to issue the VAT invoices on their behalf, in the interest
of the exchange commodities acquirer.
This attachment concerns only the clients of the Property Rights Market.
Tick the relevant.
Delete where not applicable
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The Client agrees for DM Consus to issue and send VAT invoices for its services in the interest of the Client in an electronic form,
pursuant to the Regulation of the Minister of Finance.
The authenticity of origin and the integrity of vat invoices, issued and sent by DM Consus are guaranteed by the possibility for the
Client to download it in the Portable Document Format (PDF), without any entity being in a position to change its content.
Fees and commissions
§8
DM Consus charges fees and commissions for brokerage services provided for its Clients pursuant to POLPX Agreement, at the
amount set out in the Table and according to the rules set out in POLPX Regulations.
Fees and commissions due to DM Consus, pursuant to the Table, shall charge the Client’s Cash Account (PLN) spoken of in
POLPX Regulations. In case there is no money on the before mentioned Cash Account, DM Consus has the right to collect fees
and commissions from the Cash Account spoken of in POLPX Regulations.
Fees and commissions are charged from the appropriate Cash Account, prior to the Client’s Order execution.
The volume of fees and commissions may be negotiated at the Client’s motion. The volume of commission to DM Consus may be
negotiated for each transaction or the number of transactions individually, the parameters, the volume of the order in particular
taken into account.
Clearing the Transaction
§9
Prior to transferring the money, obtained from the executed Transaction, to the Client, DM Consus shall charge taxes, fees and
public-law liabilities from the Transaction, due pursuant to generally applied law and shall keep the records from the Transactions
concluded on the Client’s Cash Account diminished by charged and paid contributions.
Provision of subparagraph 1 is applied accordingly if the Client’s tax status, failure to deliver or delivery of improper documents,
declarations or information set out in separate regulations taken into account, DM Consus shall be obliged to pay the tax, fee or
other public-law liabilities from the Transaction and shall not be compensated in any way. This particularly concerns the situation
when DM Consus shall be deprived the possibility to deduct VAT in the view of the Client’s status as the taxpayer relieved
subjectively or objectively.
Charging amount due spoken of in subparagraphs 1 and 2 is done without necessity for DM Consus to obtain separate authority
from the Client and without Client’s disposal or consent.
DM Consus is authorised to deduct the money on the account of the money due, spoken of in subparagraphs 1 and 2 from the
Client’s Cash Account.
DM Consus shall immediately inform the Client on the amount of taxes, fees and liabilities deducted.
Subject to the provisions of subparagraph 7, the condition to execute the order to buy gas and/ or the commodity derivatives for
gas is the collateral on the Client’s cash account in the form of monies in order to cover the costs of executing by DM Consus its
obligations in the scope of obtaining and presenting for cancellation to the President of Energy Regulatory Office the certificate of
energetic efficiency (white certificates – PMEF).
DM Consus shall not require the collateral, spoken of in subparagraph 6, in case of the Clients who have marked letter A in § 2
subparagraph 3, as far as the Client fulfils the obligation set out in § 2 subparagraph 4 of this Agreement. However, DM Consus
forewarns that in case the provisions of § 2 subparagraph 4 are breached, the provisions of § 27 subparagraph 13 of POLPX
Regulations are applied.
Rules of communicating with the Client
§10
Notifications, invoices and reports on POLPX Agreement execution shall be sent via e-mail, to the address set out in Attachment
No. 2 to POLPX Agreement.
Documents in a written form shall be delivered to the delivery address of DM Consus set out in Attachment No. 2 to POLPX
Agreement.
Giving the Client’s e-mail address, in order to render services within POLPX Agreement, is understood as having a regular access
to the Internet and giving consent for the information to be given via website.
Giving the information set out in POLPX Regulations to the Client, is possible after the Client is informed, via e-mail, to the Client’s
e-mail address, on DM Consus website address and on the place on this website where the information given by DM Consus, is to
be found.
The parties may change delivery or e-mail address, or telefax number to which the notifications are to be sent, and shall inform the
other party thereof.
If the other party is not informed on the abovementioned, all the information and notifications sent to the previous address are
considered delivered.
All the notifications and information to be delivered pursuant to POLPX Agreement shall be considered delivered, if the party the
delivery was designed to, has actually received it. The evidence that the notification or the information has not been delivered shall
be provided by the party which challenges the delivery.
§11
The Client shall immediately inform DM Consus on any changes of data set out in POLPX Agreement.
The notification, mentioned in subparagraph 1 above, shall be sent in a written form, the documents confirming those changes
included.
DM Consus holds no responsibility for failure to execute or improper execution of liabilities towards the Client, resulting from having
no information on the changes spoken of in the abovementioned subparagraph 1.
DM Consus holds no responsibility for the Client’s failure to collect the correspondence in time.
Confidentiality
§12
The parties declare to keep confidential all information and data, as well as materials and documents on which they gained
knowledge while executing POLPX Agreement.
The parties accept that the content of POLPX Agreement and of any transactions concluded pursuant to POLPX Agreement is
confidential and shall not be revealed to anybody, excluding the situation when it is required by law.
The duty of confidentiality does not apply to the information which:
1) is or becomes commonly known or is available by publication, trading use or any other way, with no responsibility of any of the
parties;
2) is known to the parties at the moment when it is revealed;
3) is independently drawn up by any of the parties, without using any confidential information; or
4) is obtained in a legal way by any of the parties from a third party, without breaching the commitment of confidentiality.
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POLPX Agreement validity
§13
POLPX Agreement is for an indefinite period of time.
Each party may terminate this Agreement by giving one-month notice, with effect from the end of the calendar month. Termination
takes place by notice, in a written form.
Detailed terms and conditions for terminating POLPX Agreement are set out in POLPX Regulations.
§14
POLPX Agreement terminates as set out in POLPX Regulations.
In case of POLPX Agreement expiration, it is considered existing in DM Consus favour, up to the moment DM Consus learns
thereof.
Final provisions
§15
All changes of POLPX Agreement require a written form – under pain of nullity.
All previous agreements, arrangements or settlements of the parties on brokerage services by DM Consus in the interest of the
Client are replaced by POLPX Agreement within the range set out therein.
In cases not regulated by POLPX Agreement, the provisions of the Civil Code and the generally applicable law are applied.
All disputes, arising from POLPX Agreement shall be solved by negotiation, and in case no agreement is reached, by the court with
the venue for the petitioner. The court in Toruń is meant by the court with the venue for DM Consus head office.
This Agreement is made in two identical copies in Polish, one copy for each party.
All terms used in POPLX Agreement, written in a capital letter have the meaning as set out in POPLX Regulations, if not stated
otherwise in POLPX Agreement.
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Signed by a DM Consus employee
legible sinagture by the Client / Representative
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