OFFER AGREEMENT

relating to the provision of the access to viewing exchange trading via the Exchange’s website


Almaty


Herewith, the joint-stock company "Kazakhstan Stock Exchange", hereinafter referred to as "the Exchange", duly represented by A. Tsalyuk the Vice-President acting upon certificate of authority No. 10 dated April 21, 2011, wishes to make an offer to the Client to enter into the agreement on rendering information services by way of providing access to Real-Time Market Data on the Exchange’s website by means of the Client’s acceptance of this public offer (hereinafter – the Agreement).



1. TERMS AND DEFINITIONS
 
Acceptance of the offer – complete and unconditional acceptance by the Client of this Agreement’s terms and conditions by means of making Registration as contemplated in this Agreement.
 
Access – the Client’s right to access the Market Data in accordance with the terms of this Agreement.
 
User Name and Password – two unique combinations of symbols identifying the Client and allowing the Client to access the Market Data. The Client chooses a User Name and Password during the Registration procedure, and their uniqueness is confirmed by the Exchange.
 
Exchange’s Website – website of the Exchange (www.kase.kz).
 
Client – an individual or a legal entity who has accepted the offer and is the consumer of the Service in accordance with the Agreement.
 
Registration – opening of the Client’s account on the Exchange’s website by means of filling the standard form by the Client.
 
Real-Time Market Data – Market Data in respect of which less than 15 minutes have elapsed from the time the Market Data was first made available to the market by the Exchange.
 
Parties – the Exchange and the Client.
 
Market Data – information on the progress of trading in all sectors, combinations of sectors or a particular sector of the Exchange market (hereinafter – the Exchange market), which is provided in real-time and subdivided into¹:



1)
data on trading in the sector of shares and other equity securities;
2)
data on trading in the sector of corporate bonds, securities of international financial organizations and other non-government debt securities;
3)
data on trading in the sector of government securities of the Republic of Kazakhstan, securities of local executive bodies of the Republic of Kazakhstan, as well as foreign government securities;
4)
data on trading in the foreign currencies sector and currency swap operations sector;
5)
data on trading in the repo operations sector;
6)
data on trading in the derivative instruments sector.
 
Market Data consist of:



data on prices and volumes (expressed as cash amounts and quantity of traded instruments) of orders accepted by the Exchange for conclusion of deals by main trading method² for a particular group of financial instruments; with regard to the Agreement references to orders herein refer to the best quotes at each moment of time for each financial instrument;
data on prices and volumes (expressed as cash amounts and quantity of traded instruments) of deals concluded in the Exchange’s trading system by main trading method for a particular group of financial instruments.


2. SUBJECT


2.1.
In accordance with the Agreement, the Exchange undertakes to provide information services to the Client by way of providing the access to the Real-Time Market Data on the Exchange’s website in relation to the sector or a combination of sectors of the Exchange market (hereinafter – the Services) that the Client chose during the Registration procedure, and the Client undertakes to make payments for the Services in a timely manner in accordance with the terms of the Agreement.
2.2.
The Agreement is deemed effective from the moment of the Client’s Acceptance of the offer.
2.3.
The Market Data provided to the Client in accordance with the Agreement is meant only for viewing and use by the Client.
 
The Client shall not reproduce, publish or otherwise distribute the Market Data received in accordance with the Agreement (this also applies to distribution for commercial purposes).


3. RIGHTS AND OBLIGATIONS


3.1.
The Exchange has the right to:



1)
demand the proper fulfillment of the Agreement terms from the Client;
2)
suspend the Client’s access to the Market Data if:



the Client delays in the payment for Services; or
the Exchange reasonably considers that the Client breaches terms and conditions of the Agreement
3)
change the format of the Market Data and/or any part thereof without giving prior notice to the Client;
4)
change the locations of the web-pages, where Market Data or any part thereof is published, with a notice of such change to be published on the Exchange’s website;
5)
change content of the Market Data or any part thereof without giving prior notice to the Client if such change does not cause reduction of the quantity of data which form the Market Data;
6)
change at its own discretion the fees with regard to the Services, as well as amend the Agreement with a notice of such amendments to be published on the Exchange’s website at least 10 (ten) business days before the date such amendments take effect;
7)
execute any other actions in accordance with the legislation of the Republic of Kazakhstan.
3.2.
the Client has the right to:



1)
demand the proper rendering of the Services and performance of other obligations, provided by the Agreement, from the Exchange;
2)
use the Market Data taking into account restrictions set forth in clause 2.3. of the Agreement;
3)
execute any other actions in accordance with the legislation of the Republic of Kazakhstan.
3.3.
The Exchange undertakes to:



1)
provide the Client with the Access to the Market Data within 1 (one) business day following the receipt of the payment for the Services on the Exchange’s bank account under the terms of the Agreement;
2)
ensure efficiency of the set of software and hardware by means of which the Exchange provides the Client with the Access to the Market Data;
3)
timely and in the due order provide the Client with invoices for payment for the Services in accordance with the terms of the Agreement;
4)
resume within 1 (one) business day the Client’s Access to the Market Data after the Client has remedied the faults that caused suspension of the Client’s Access to the Market Data (subclause 2) of clause 3.1. of the Agreement);
5)
notify the Client about changes in bank details and other information that may influence on the Client’s performance of obligations in accordance with the Agreement, within 10 (ten) calendar days from the moment such changes took effect;
6)
duly perform all other obligations provided by the Agreement and the legislation of the Republic of Kazakhstan.
3.4.
The Client undertakes to:



1)
make timely and full payments for the Services in accordance with the terms of the Agreement;
2)
independently and at own expense arrange for the communication channel (access to the Internet) which is necessary for the receipt of Services in accordance with the Agreement;
3)
ensure confidentiality of the User Name and Password;
4)
notify the Exchange about changes in bank details and other information that may influence on the performance of obligations in accordance with the Agreement, within 10 (ten) calendar days from the moment such changes take effect;
5)
observe restrictions regarding the use of the Market Data set forth in clause 2.3. of the Agreement;
6)
notify the Exchange in case of breach of the confidentiality in relation to the Client’s User Name and Password, which are necessary to Access the Market Data, in the form that is understandable for the both Parties within one business day from the moment such case occurred;
7)
properly perform other obligations provided by the Agreement and the legislation of the Republic of Kazakhstan.


4. PAYMENT TERMS
4.1.
The cost of the Services under the Agreement depends on the number of the Exchange market sectors, which the Client chooses during the Registration, and is based on the applicable fees published on the Exchange’s website (http://kase.kz/files/normative_base/info_rules.pdf).
4.2.
In accordance with the Agreement the Exchange provides the Services under the condition of full prepayment.
4.3.
The Client shall pay for the Services before the beginning of the period to be paid for, based on the issued by the Exchange invoice, by transferring the amount indicated in the invoice to the appropriate Exchange’s bank account specified in section 10 of the Agreement.
4.4.
Settlements between the Exchange and the Client shall be made in the national currency – tenge, with the exception specified in paragraph two of this clause.


If the Client is a not a resident of the Republic of Kazakhstan, settlements shall be made in US dollars.
4.5.
The Client shall pay for the Services within 3 (three) business days from the day of receipt of the invoice in accordance with the Agreement.
4.6.
The Exchange will send invoices by fax or by e-mail.


In case a hard copy of accounting document is required the Client shall send to the Exchange an appropriate written request.
4.7.
The first invoice for payment for the Services shall be sent by the Exchange not later than on the next business day after the Client makes the Registration, afterwards – monthly, not later than on the 25th (twenty fifth) day of the month preceding the month for which payment is due.
4.8.
The Exchange shall not return money paid for the Services, nor shall it reimburse money by way of providing the Access to the Market Data for a commensurate additional period if:



the Exchange provided the Client with the Access to the Market Data, but the Client for any reasons did not use the Access; or
the Exchange provided the Client with the Access to the Market Data, but the Client for any reasons used the Access for only a part of the period for which the payment had been made.
 
However, in cases mentioned in this clause, the Services shall be deemed provided by the Exchange in a proper way.


5. RESPONSIBILITY
5.1.
Each Party shall be responsible for failure to perform or improper performance of its obligations under the Agreement in accordance with the legislation of the Republic of Kazakhstan and the Agreement.
5.2.
The Client shall be responsible for:



1)
risks related to the use of the Market Data;
2)
for the confidentiality of the User Name and Password, as well as for losses that may arise from their unauthorized use by third parties.
5.3.
The Exchange shall be responsible for:



1)
untimely provision of the Access to the Market Data;
2)
impossibility to view the Market Data due to faults, technical failures, file deletion, changing functions, defects, delays in data transmission occurred during exchange trading hours due to the Exchange’s fault³.
5.4.
In case of circumstances mentioned in clause 5.3. of the Agreement, the Exchange shall compensate to the Client the absence of the Access to the Market Data by means of providing the Access for an additional commensurate period.
5.5.
The Exchange shall not be responsible for:



1)
any expenses of the Client, or any losses or damage resulting from the use or impossibility to use the Market Data, or incurred as a result of faults, technical failures, file deletion, changing functions, defects, delays in data transmission that occurred not due to the Exchange’s fault;
2)
for the quality of the Access to the Market Data via Internet;
5.6.
In case of breach by the Client of terms of subclause 3) of clause 3.4., the Client shall pay the Exchange a fine equal to the sum of the fees charged for the Market Data (on all sectors of the Exchange market) for 12 months for any such case, as well as to compensate all losses.
5.7.
In case of breach by the Client of terms of subclause 5) of clause3.4., the Client shall bear responsibility in accordance with the legislation of the Republic of Kazakhstan.
5.8.
Payment of the fine does not relieve the Parties from their obligations provided by the Agreement.


6. TERM AND TERMINATION
6.1.
The Agreement comes into force from the moment of its conclusion in accordance with clause 2.2. of the Agreement and remains in effect for an unlimited period.
6.2.
Each Party has the right at its own discretion to terminate the Agreement by giving the other Party at least 5 (five) calendar days’ prior notice.
6.3.
In case of termination of the Agreement by the Client in accordance with clause 6.2., the Exchange shall not return or compensate to the Client payments made before.


7. SETTLEMENT OF DISPUTES AND APPLICABLE LAW
7.1.
Parties of a dispute, should such arise, shall be deemed to be the Exchange and the Client who entered into the Agreement in accordance with clause 2.2. of the Agreement.
7.2.
All disputes during performance of the Agreement shall be subject to negotiations between the Parties. The Parties undertake to take all reasonable measures to settle disputes extrajudicially.
7.3.
In case of non-achievement of mutual agreement between the Parties, disputes shall be settled in court in accordance with the legislation of the Republic of Kazakhstan.
7.4.
Substantive law of the Republic of Kazakhstan shall be the law applicable for settlement of disputes.


8. FORCE MAJEURE
8.1.
The Partiers are not responsible for failure to perform or improper performance of their obligations under the Agreement caused by the Act of God which includes any extraordinary circumstances unpreventable under given conditions and being beyond the control of the parties, including but not limited to: wars, armed hostilities, acts of government bodies, revolution, conflagration, natural disasters, and other circumstances which could not be anticipated by the Parties and which directly affected performance of obligations under the Agreement.
8.2.
In case of circumstance of insuperable force the term of obligations performance in accordance with the Agreement shall be deferred pro rata temporis.
 
The Party which is unable to perform its obligations under the Agreement due to circumstance of insuperable force shall notify the other Party of the impossibility to perform its obligations within ten days after the occurrence of such event.
8.3.
A document issued (published, passed, accepted) by an authorized competent institution shall be the proof of the beginning and discontinuance of circumstance.
8.4.
In case the circumstance of insuperable force persists for more than one month, the Parties shall be entitled to refuse further performance of obligations under the Agreement. In such case, neither of the Parties shall be entitled to request any compensation of losses from the other Party.


9. FINAL PROVISIONS
9.1.
Neither Party may assign any right or obligation under this Agreement without the prior written consent of the other Party.
9.2.
Clients shall be notified about all changes and additions to the Agreement by an appropriate notice placed on the Exchange’s website not later than 10 (ten) business days before the date such changes and additions take effect.
 
Changes and additions to the Agreement shall apply to all Clients who entered into the Agreement in accordance with clause 2.2. of the Agreement.
9.3.
All notices and messages under the Agreement shall be in writing and delivered by courier or registered mail, by fax, telegraph or e-mail, provided that the chosen way of communication provides confirmation of delivery of the notice/message to the addressee.


10. LOCATION AND BANK DETAILS OF THE EXCHANGE
10.1.
Name: JSC "Kazakhstan Stock Exchange"



Address: 291/3a Dostyk ave., Almaty, 050020

Tel. (8 727) 237 53 22

BIN: 931240000220

TIN: 600200049149

GCEI: 30084469



For settlements in tenge:

IIC (current account): KZ678560000000501538 at JSC "Bank CenterCredit", Almaty

BIC: KCJBKZKX

BC: 15



For settlements in US dollars:

IIC (current account): KZ918560000003128351 at JSC "Bank CenterCredit", Almaty

S.W.I.F.T.: KCJBKZK1ALM

Correspondent Bank: HSBC BANK USA, N.Y. 000303488, MRMDUS33





¹ In accordance with Appendix 4 (A) to the internal document of KASE "Regulations on Commercial Terms of Market Data Dissemination", which is available at http://www.kase.kz/files/normative_bas e/MD_Policy_eng.pdf



² the main method of executing trading for each group of financial instruments is determined by the Exchange’ s internal document "Regulations of Trades and the Confirmation System Operation", which is available on the Exchange’s website, at http://www.kase.kz/files/normati ve_base/reglament_trade_eng.pdf



³ The trading hours in all sectors of the Exchange market are specified in the Exchange’s internal document "Regulations of Trades and the Confirmation System Operation", which is available at http://www.kase.kz/files/normati ve_base/reglament_trade_eng.pdf