The Fuel Trading Company Limited Retail Client Terms of Business

These terms of business ("Terms") are issued by The Fuel Trading Company Limited (the "Company"). References to "we", "us" and "our" refer to the Company. References to "you" or the "Customer" refer to you.

Scope of these Terms
1. These Terms (including any Appendix, Order and confirmation) constitute a contract between you and the Company whose registered office is at The Old Wheel House, 31-37 Church Street, Reigate RH2 OAD. The Company is authorised and regulated by the Financial Services Authority. Our FSA reference number is 503871.
2. You must read the Risk Warnings (in paragraph 9) and all the documents provided to you in relation to these Terms. If there is anything you do not understand you should seek independent financial advice. By signing these Terms a contractual relationship is created that has legal consequences, you acknowledge that you have read and understood these Terms and that you understand and agree that our relationship will be governed by the terms and conditions set out in these Terms. If you are unsure about the consequences of entering into these Terms or the nature of the risks which are involved you should not sign the Terms.
Client categorisation
1. Based on the information available to us and as permitted by the FSA Rules we have categorised you as a retail client. You have the right to request a different client categorisation however if you do you will lose the protection afforded by certain FSA Rules. If we receive such a request we will inform you of whether or not we accept it and, if we do accept it, the consequences of the re-categorisation.
2. In respect of the Terms and the Transactions (defined below) contemplated under these Terms we act as principal, and you act as principal and not agent (or trustee) for any other person.
Effective date of the Agreement
1. These Terms will take effect on the date of receipt by the Company of a copy of the Terms signed by the Customer (being the "Effective Date"). These Terms shall apply to any Transactions (defined below) contemplated under these Terms.
Scope of services
1. Subject to you fulfilling your obligations under these Terms we may agree to enter into a transaction or series of transactions between us and you with the purpose of avoiding a loss by reference to fluctuations in the Underlying on the terms and at the price set out in the Order agreed between us (a "Transaction"). The pro forma Order form set out in Appendix I shall (unless otherwise agreed by us) be used to document the commercial terms of each Transaction.
2. Both you and we agree that it is an express term that neither you nor we will acquire any interest or right to acquire, or is obliged to sell, purchase, hold or deliver or receive the underlying property of a Transaction by virtue of entering into a Transaction or series of Transactions.
3. We shall deal with you on an execution-only basis and we shall not provide you with advice regarding the suitability of you entering into these Terms or any Transaction.
4. We are required to carry out an appropriateness test to ensure that the Transactions are appropriate for you as a retail client. You hereby authorise us to carry out such credit or other checks from time to time as we deem necessary, including obtaining references from your bank, credit reference agencies and other reputable sources. You authorise us to use your information to perform these checks in relation to the Transactions contemplated under these Terms.
5. We shall send you a confirmation in the form set out in Appendix I by electronic means no later than the close of the first Business Day following conclusion of the relevant Transaction. Confirmations shall be conclusive and binding upon you unless you notify us within 1 Business Days following receipt or we notify you of an error in the confirmation within the same time period. Obligations to pay any monies in accordance with the terms of any outstanding confirmation shall remain valid not withstanding termination of these Terms.
6. We shall use our best endeavours to conclude any Transaction promptly. If we encounter any material difficulty relevant to concluding a Transaction, for example where the Underlying is unobtainable for whatever reason, we shall notify you promptly. We shall conclude a Transaction only where the Underlying is available. The Company understands that it does not owe a duty of best execution under the FSA Rules because it acts as principal in respect of all Transactions and offers prices at which it will be prepared to enter into Transactions.
7. In the event that we elect to correspond with you using electronic means you confirm that you have access to the internet and consent to us providing you with information, including confirmations and other notices, by electronic means.
8. We may contact you on an unsolicited basis (contacting you by telephone) where we believe this to be appropriate. By entering into these Terms you acknowledge and accept that such communications may be made.
9. You have a right to cancel these Terms for a period of fourteen days commencing on the date these Terms are concluded or on the date on which you received the Terms whichever is later (the "Cancellation Period"). If you wish to cancel these Terms within the cancellation period you should send notice in writing to the following address: [109 Micklegate, York YO1 6LB]. Failure to cancel these Terms within the Cancellation Period means that you will be bound by these Terms.
10. The minimum duration of these Terms shall be the earlier of conclusion of the first Transaction or the occurrence of a Default Event (defined below in paragraph 19.3).
Conflicts policy
1. The Company or its Associates may (directly or indirectly) have an interest or relationship with another party which conflicts with your interests or our duties to you under these Terms. The main conflict is that we deal as principal in relation to all Transactions. The Company has a conflicts of interest policy which sets out how we identify and manage potential conflicts of interest with the aim of preventing material risk of damage to our customer's interests. If you would like further information regarding our conflicts of interest policy please contact us at the address provided.
Customer's representations and warranties
1. You represent and warrant to us as at the Effective Date and as at the date of each Transaction that:
  1. you enter into these Terms and any Transactions as contemplated by these Terms, as principal and sole beneficial owner and not as another party's agent or representative;
  2. you have full authority to execute and perform these Terms;
  3. all information you have provided to us is complete, accurate, true and not misleading in any material respect;
  4. if you are an individual, you have reached the age of 18 years or over and have full capacity to enter into these Terms;
  5. you have all necessary powers, authority, consents, licences and authorisations to enable you to enter lawfully into these Terms and the Transactions contemplated under these Terms;
  6. you have legal capacity and authority to enter into these Terms, that these Terms are duly executed, and that the Terms are legal, valid and binding obligations on you which are enforceable against you and do not constitute a breach of any obligation by which you are bound whether by contract, law or otherwise;
  7. you are not subject to any law or regulation which prevents your performance of these Terms and any Transaction contemplated by these Terms;
  8. you are willing and able to financially sustain any loss resulting from the Transactions contemplated under these Terms;
  9. you will notify us as soon as reasonably practicable of any Default Event;
  10. you will within a reasonable amount of time provide us with all information which we may reasonably require from time to time in order to comply with the Applicable Laws, these Terms and any Transaction contemplated under these Terms;
  11. you will not undertake any course of action which seeks to alter, distort or otherwise manipulate the relevant underlying market in relation to a Transaction; and
  12. you will immediately inform us in writing of any material changes to the information you have provided to us including, but not limited to, your contact details and any adverse matters relating to your financial status, which may affect the basis on which we undertake business with you.
2. Time shall be of the essence with respect to obligations under these Terms.
The Company's warranties
1. The Company warrants and represents that:
  1. it is duly incorporated, established and constituted and validly existing under the laws of England and Wales;
  2. it has legal capacity and authority to enter into these Terms, that these Terms are duly executed, and that the Terms are legal, valid and binding obligations on it which are enforceable against it and do not constitute a breach of any obligation by which it is bound whether by contract, law or otherwise; and
  3. it has obtained all regulatory consents and approvals which are necessary for it in relation to these Terms and shall maintain all such necessary regulatory consents and approvals as are necessary for the duration of these Terms.
Charges and payments
1. You agree to make any payments due to the Company under these Terms in accordance with the following:
  1. you may pay by cheque crossed and made payable to "The Fuel Trading Company Limited" or by telegraphic transfer;
  2. all electronic or telegraphic transfer or other bank fees in respect of payment by you shall be your sole responsibility;
  3. all amounts due to us from you must be paid in one instalment on the date specified in the electronic invoice;
  4. if any payment is not received by us on the due date for payment (which shall be notified to you in the electronic invoice) by then, without limitation of any other rights which we may have, we will be entitled to charge interest on the overdue amount (both before and after judgement) at the rate of 5% over Bank of England base rate from the date the payment was due until the actual date of payment such interest will be calculated on the basis of daily compounding;
  5. any payment made to us will only be deemed to have been received when we receive cleared funds; and
  6. it is your responsibility to ensure that payments made to us are correctly designated in all respects.
2. We may at our discretion elect to withhold or deduct any payment requested due to you if we are required to do so by the FSA Rules.
3. Both parties agree that all rights, title and interest to and in any payment which is transferred to the other party under these Terms shall vest in the recipient clear of any liens, charges, encumbrances or any other interest of the payor or any third party.
4. In addition to the costs explained in this paragraph and in the confirmation, there may be additional costs incurred as a result of entering into the Terms using distance means, such as by email or fax.
Risk Warnings
1. Entering into these Terms carries a number of risks which you need to be aware of and fully understand. By signing these Terms you confirm that you have read and understood these risk warnings:
  1. these Terms cannot disclose all the risk warnings applicable to the Transactions;
  2. although these types of transactions can be used for the management of investment risk, some of these products are unsuitable for many investors, therefore you should not enter into these Terms unless you understand the nature of the Transactions you are entering into and the extent of your exposure to the risk of loss. You should be satisfied that the Transactions are suitable for you in light of your financial circumstances and position;
  3. the amount you may gain or lose in respect of each Transaction will vary according to the extent of the fluctuations in the Underlying on which the Transactions are based, and in the event the Underlying falls below the agreed fixed price you will be liable to pay the Company the difference;
  4. all Transactions are settled in cash;
  5. When transactions are required to be settled in US dollars ($), you consequently may be exposed to fluctuations in foreign exchange rates when converting a different currency into US $, you may also benefit from such movements;
  6. Transactions will not take place on a recognised exchange and as such you may be exposed to greater risks than transactions which take place on an exchange. The Company will be the only counterparty to the Transaction(s) and there may be a risk that the Company cannot meet its obligations under these Terms in the event of our insolvency or default. This may mean that Transactions are closed out without your consent and/or we are unable to pay you monies due.
Liability
1. You shall indemnify us, our employees and Associates and keep us indemnified on demand in respect of all Losses which we suffer or incur as a direct result of:
  1. a breach by you of your obligations under these Terms;
  2. a breach of the Applicable Laws by the Customer;
    unless such Losses are suffered or incurred as a result of our negligence, fraud or wilful default.
2. This indemnity shall survive termination of these Terms.
3. The Company accepts responsibility for Loss to the Customer only to the extent that such loss is due to the negligence, fraud or wilful default of itself, any employees or Associates. Subject to paragraphs 10.4 to 10.7 the Company shall not otherwise be liable for any Loss to the Customer.
4. Nothing in these Terms shall exclude any liability the Company may have to the Customer arising under the FSA Rules or FSMA.
5. The Company shall not be liable for any Loss suffered or incurred by you as a result of any error in any instruction or information given by you to the Company.
6. We shall not be liable to you for any adverse changes in the relevant market(s) conditions prior to the completion of any Transaction.
7. Neither party shall be liable for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever which arise from these Terms.
Force majeure
1. Neither party shall be liable for any delay or failure in performing any of its obligations under these Terms and any such failure or delay will not constitute a breach of these Terms, if such failure or delay is due to any cause outside its reasonable control including (but not limited to) acts of God; breakdown, delay, malfunction or failure of transmission, communication or computer facilities; industrial action; acts of terrorism; any change to law or regulation of a governmental, supranational or regulatory body; market conditions affecting the execution or settlement of Transactions or the availability and/or publication of the Underlying; suspension, closure or abandonment of any Underlying; the imposition of limits or special terms or unusual terms in the Underlying; or the excessive movement or volatility in the Underlying (a "Force Majeure Event").
2. If we reasonably determine that a Force Majeure Event has or is likely to occur we may in our sole discretion:
  1. close out any outstanding Transaction(s); or
  2. cancel any instructions.
3. Each party will inform the other as soon as possible if it is determined that a Force Majeure Event exists or is likely to occur.
Instructions and communications
1. You may give us instructions in writing (including fax, email or other electronic means), unless we inform you that instructions may only be provided in a particular way. Telephone instructions will not be accepted. All written and electronic communications by the Customer to the Company shall be sent to the last address notified by the Company to the Customer. We may ask you to confirm in writing any instructions provided by fax.
2. We may acknowledge instructions electronically or in writing as appropriate. We may, but shall be under no obligation to, accept instructions to enter into a Transaction with you and if we decline to enter into a proposed Transaction we shall not be required to provide a reason. We shall notify you promptly of any refusal to enter into a Transaction.
3. We shall be entitled to act upon electronic or written instructions we receive from you or any person who appears to be authorised by you (an "Authorised Person"), notwithstanding that the person is not in fact so authorised.
4. You shall indemnify us and keep us indemnified against all Loss which we may suffer due to any error in any instruction provided to us by you or an Authorised Person and acting on any instruction which is or reasonably appears to be from you or an Authorised Person.
5. All communications with you will be in English.
6. For the avoidance of doubt both parties acknowledge that nothing in these terms shall oblige the Customer to give instructions or enter into a transaction with the Company.
Records
1. We are required to maintain records of our dealings with you, we strongly recommend that you also maintain your own records.
Taxation
1. You may be liable for charges and taxes that are not imposed by us.
2. You acknowledge that you will remain responsible for the management of your tax affairs and you should seek independent advice if you are in any doubt as to what further charges or taxes may apply to you as a result of you entering into these Terms. We shall not be responsible for any adverse tax implications as a consequence of entering into a Transaction.
Amendments
1. We have the right to amend these Terms at any time by written notice to you. Such changes will become effective on the date specified in the notice which shall be not less than 10 Business Days after the issue of the notice. No other changes to these Terms shall be effective unless agreed in writing by the parties. Any amendment to these Terms shall not affect a Transaction or any obligation relating to these Terms which was in place prior to the changes becoming effective.
Notices
1. Any notices, instructions or communications in respect of these Terms shall be sent to the following:
  
  Name of party: The Fuel Trading Company Limited
  Address: 109 Micklegate, York YO1 6LB.
  Telephone: 01904 540 021.
  Facsimile: 01904 652 082.
  Electronic mail address: info@fuel-trading-company.com
2. The details in paragraph 16.1 may be amended on written notice by the relevant party.
3. With the exception of the receipt of confirmations as described in 4.5 above, any notice, instruction or communication will be deemed to be received (in the absence of evidence to the contrary):
  1. if delivered personally or by hand during business hours, at the time of delivery;
  2. if posted, sent by facsimile (after successful completion of its transmission), or if sent by electronic mail (unless a "not received" message is received) within three Business Days.
Complaints
1. All formal complaints should in the first instance be directed in writing to the Company's Compliance Officer. Complaints shall be dealt with in accordance with the Company's complaints procedure which is available on request. If you are not satisfied with the response you may refer the matter to the Financial Ombudsman Service for further investigation.
Compensation
1. We are a member of the Financial Services Compensation Scheme ("FSCS"). Compensation may be available to you in the event the Company is unable to meet its liabilities. The FSCS is available to certain types of claimants and claims. The amount of compensation which eligible claimants may receive depends on the type of investment and claimant, eligible claimants may be covered for 100% of the first £30,000 and 90% of the next £20,000, so that the maximum payment is £48,000. Further details are available from the FSCS at 7th Floor, Lloyds Chambers, 1 Portsoken Street, London E1 8BN, or from http://www.fscs.org.uk.
Default
1. If a Default Event occurs we may in our absolute discretion and without prior notice to you:
  1. refuse to enter into any further Transaction(s);
  2. close any outstanding Transaction(s);
  3. and/or terminate these Terms.
2. By way of clarification paragraph 19.1 shall not operate so as to restrict us from taking legal proceedings.
3. A Default Event includes any of the following:
  1. you fail to make any payment more than 3 Business Days after the due date;
  2. you fail to perform any of your obligations under these Terms;
  3. any of the representations or warranties given by you are or become untrue;
  4. an application is made for an interim order, or a proposal is made for you to enter into a voluntary arrangement, or a bankruptcy petition is presented to the court in respect of you, or you enter into a deed of arrangement, or you are deemed unable to pay your debts as defined in the Insolvency Act, or a proposal is made for you to enter into a voluntary arrangement under the Insolvency Act, or a petition is presented for an administration order in respect of you under the Insolvency Act, or a receiver or manager is appointed in respect of you, or a provisional liquidator is appointed in respect of you, or you go into liquidation, or a proposal is made for you to enter a scheme of arrangement, or you seek a moratorium under the Insolvency Act; or you propose any arrangement or compromise with your creditors;
  5. we consider it necessary in order to comply with any Applicable Laws or if required by the FSA;
  6. you die or become of unsound mind; or
Termination without a Default Event
1. Either party may terminate these Terms by giving the other party at least 10 Business Days notice in writing.
2. The Customer may terminate these Terms immediately and without notice if the Company ceases to be authorised by the FSA in respect of the services to be provided under these Terms.
Consequences of termination
1. Subject to paragraph 19.1(b) (right to close out Transactions) termination of the Terms will be without prejudice to the completion of any outstanding Transactions and, by way of clarification the payment of any monies owed in respect of any Transaction.
2. Any and all amounts which are payable by you to us will become immediately due and payable including (but not limited to):
  1. all outstanding fees, charges and commissions; and
  2. any losses and expenses realised in closing out any Transaction(s).
3. Termination will not affect accrued rights, liabilities, indemnities, existing commitments or any contractual provisions intended to survive termination. Outstanding Transactions which are not immediately closed out shall be governed by these Terms until all obligations are completed.
Confidentiality
1. Subject to paragraphs 23.2 and 24, neither party shall disclose to any person any information in relation to these Terms and/or a Transaction or other matters of a confidential nature of the other party which it may in the course of its duties or otherwise become possessed, and each party shall use reasonable endeavours to prevent such disclosure.
2. By entering into these Terms you authorise us to disclose (without prior notice to you) such information relating to you and these Terms as may be required under regulation or law or by any regulatory authority or tax authority.
Data Protection
1. By entering into these Terms you will be providing us with personal information within the meaning of the Data Protection act 1998 (the "DPA"). The Company will be the data controller in respect of any such personal information for the purposes of the DPA. The Customer hereby consents to:
  1. the processing and use by the Company of personal data given by the Customer under these Terms for the provision of the services by the Company, to assess any credit limit or other credit decision;
  2. the transfer of such data outside the EEA to countries which may not have the same level of protection as within the EEA;
  3. the disclosure of personal information to third parties including an Associate or agent, credit reference agencies, or where required to do so under Applicable Laws;
  4. the use of your personal information to inform you of other products and services which we may provide to you.
Rights of third parties
1. Subject to paragraph 22.1 (Joint Customers) a person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999.
Governing law and Jurisdiction
1. These Terms shall be governed by and construed in accordance with English law.
2. Both parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any disputes or claims which may arise out of or in connection with the Terms.
Severability
1. If any one or more of the provisions of these Terms be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby.
Partnership
1. Nothing in these Terms shall constitute or be deemed to constitute a partnership between us and you.
Waiver
1. No waiver of any breach of these Terms shall be construed as a waiver of a future breach or authorising a continuation of a particular breach. No delay or omission by either party to exercise any right or remedy under these Terms or Applicable Law shall operate as a waiver of such right or remedy or future right or remedy.
Entire Agreement
1. These Terms set out the terms on which the Company will carry out activities and supersedes any prior representations, understandings or implications whether written or oral.
Assignment
1. Neither party may assign any rights or delegate any obligations under these Terms without prior written consent from both parties.
Counterparts
1. These Terms may be executed in any number of counterparts, each of which so executed will be an original but together constitute one and the same instrument.

Definitions used in these Terms:

Applicable Laws means FSMA and the FSA Rules as they apply to the performance of these Terms and any Transaction contemplated by these Terms;

Associate means in relation to the Company, (a) an affiliated company; (b) an appointed representative, tied agent of the Company or an affiliated company; or any other person whose business or domestic relationship with the Company or associate might reasonably be expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with third parties;

Business Day means any day on which Platts European Marketscan Oil prices are published in the United Kingdom;

FSA means the Financial Services Authority, 25 The North Colonnade, Canary Wharf E14 5HS;

FSA Rules means the Handbook of rules and guidance, including the Conduct of Business Rules (or "COBS"), issued by the FSA as amended from time to time;

EEA means the European Economic Area;

FSMA means the Financial Services and Markets Act 2000 as amended;

Insolvency Act means the Insolvency Act 1986 and the Insolvency Act 2000 as amended, as the context requires;

Losses means liabilities, costs, claims, damages, charges, penalties, fines and expenses;

Order means a form of notification confirming entry into a Transaction;

Underlying means the price of fuel.

Appendix I

Confirmation which confirms the terms and conditions of a Transaction entered into between The Fuel Trading Company Limited and xxx Ltd. This confirmation supplements and forms part of the Retail Terms and Conditions dated xxx as amended (the "Terms"), between you and us. Terms which are not defined have the definition used in the Terms.

Confirmation Reference

xxxxxx

Customer

xxxxxxxxxxxxxx, (henceforth "Customer").

Company

The Fuel Trading Company Limited, The Old Wheel House, 31-37 Church Street, Reigate RH2 0AD, in its capacity as counterparty and principal, (henceforth "Company").

Underlying

Fixed price purchase for Platts Marketscan North-West Europe (ARA) Cargoes (henceforth "Platts").

Quantity

xxx,xxx litres per month

Duration

Consecutive calendar months from xxx to xxx 10 (henceforth "Monthly Calculation Period").]

Buying Price

xx.xx ppl

Selling Price

The unweighted arithmetic mean of the Platts price for each Monthly Calculation Period.

Pricing Dates

The published Platts price on each Business Day during the applicable Monthly Calculation Period. The Platts price is published daily on http://www.platts.com. The Company will not notify the Customer of the daily Platts price unless agreed otherwise. The Company will issue a monthly position showing the parties' exposure based on the current Platts price.

Business Day

A day on which commercial banks are open for business in the United Kingdom.

Mean

The daily average of the Platts high and low prices for the Underlying.

Mechanism

If the monthly Selling Price is above the Buying Price, the cash settlement amount shall be multiplied by the quantity and paid by the Company to the Customer on the Payment Date. If the Selling Price is below the Buying Price, the cash settlement amount will be multiplied by the quantity and paid by the Customer to the Company on the Payment Date.

Payment Date

Calculated value, plus VAT, in UK Sterling (£) 1 Business Day after electronic invoice has been received by the Customer, or if payment is due from the Company 1 Business Day after the Company has received the Customer's invoice.

Settlement Terms

Cash Settlement. Payment shall become immediately due on the date notified in the electronic invoice. Method of payment by the Customer shall be by electronic or telegraphic transfer in accordance with the Terms. Payment shall be made in one instalment. If full payment is not received when due we shall charge interest at 5% above Bank of England base rate from the payment was due until the actual date of payment, such interest will be calculated on the basis of daily compounding. Late or non-payment entitles the Company to certain rights of enforcement in accordance with the Terms. Payment made by the Company shall be by electronic transfer.

Terms

This confirmation is subject to the latest version of the Company's Terms.

Acceptance

If you agree with the terms specified herein, please arrange for this confirmation to be signed by your authorised signatories and return the signed copy to info@fuel-trading-company.com or by fax to 01904 652082. A countersigned version of this agreement will mean that a legal, valid and binding agreement has been entered on the terms specified above, subject to the Terms, and you agree to be bound by the obligations imposed on you under the Terms and this confirmation.

Governing Law

This confirmation is governed by and construed in accordance with English law.

Authorised Signatory for The Fuel Trading Co Ltd:		Authorised Signatory for xxxxxxxxxxxx Ltd:
Name		Name
Title		Title
Signature		Signature
Date		Date
Time		Time