Fleet’s Needs Client Agreement
1-Client Agreement:
This Agreement governs the relationship between Clients and Fleet’s Needs. Fleet’s Needs agrees to provide services to Client under the terms herein, and by use of such services. Client agrees to accept the terms of this Agreement. If this Agreement varies from anything contained in the Fleet’s Needs website or materials or communications provided by Fleet’s Needs, this Agreement controls.
2-Definitions:
In these terms and conditions the following definitions apply;
“Platform” Fleet’s Needs (www.fleetsneeds.com), allows the Customers and Suppliers to meet in an online platform offering online services.
“Services” Including but not limited to; using the Platform web application to be able to track company profiles, fleet information, supply range information, inquiries, offers, orders, order confirmations, orders’ shipments, payments, purchases, messages.
“Fleet” Customer’s list of ships which is owned, officially managed and/or operated, or is under official purchasing authorization.
“Customer” The party using Platform’s services in means of purchasing the items they need for their fleet, under the rules of this agreement and United Nations Convention on Contracts for the International Sale of Goods (CISG) and Electronic Comminication Convention as complemantary rules.
“Supplier” The party using Platform’s services in means of selling or trading the items which they are athorized to sell, under the rules of this agreement and international commercial rules, and also who will sign the Commission and Loyalty Agreement.
“Client” All registered users of the Platform including both Customers and Suppliers.
“Inquiry” The list of the items Customers create according to their needs.
“Offer” A list that gives fixed prices, payment and delivery terms, item quality information for Customer’s Inquiry. A quote's prices and terms are only valid for a limited time defined by Supplier.
“Order” or “Purchase Order (P.O.)” An official digital document issued by a customer, committing to pay the supplier for the sale of specific products or services to be delivered according to the Offer’s terms.
“Order Confirmation” An official digital document from the Supplier to the Customer, confirming the commitment to the terms of the Purchase Order.
“Shipment” Arrangements carried by both Customer and Supplier about transportation and delivery of the confirmed Orders.
“Payment” Customer’s payment according to the Invoice from Supplier to the Customer, defined by the Purchase Order terms.
“Profile Page” Information and settings page of companies, for all Clients.
3-Services covered by these terms:
The Platform will act as an e-trader. The role of the Platform is to introduce Customers and Suppliers in relation to Customers’ Inquiries and manage their relations including Inquries, Offers, Orders, Shipments, Payments, Messages. The Platform may share necessary information to each party from the other, allowed by the terms of this agreement; may track their commercial actions and create notifications according to the Mail Settings in the Platform.
The Platform is free to use for all Clients, but has Commission and Loyalty agreements with Suppliers which must not affect Suppliers’ prices nor terms.
4- Obligations of the Platform:
The Platform will perform the Services with the reasonable skill and care expected of a professional e-Platform.
During negotiations the Platform undertakes to pass on Inquiries, Offers, Orders, Order Confirmations, all of their Revisions and other such communications accurately and in a timely manner through the Fleet’s Needs web application. This obligation applies both to passing communications to and from Clients.The Clients acknowledge and declare that Fleet’s Needs is not responsible for the authenticity of the offers.
If at any time the Platform provides information in respect of a Client, including but not limited to information regarding corporate structures or financial standing, it is understood and agreed that in relation to the Platform such information is provided in good faith but without guarantee. It is the sole obligation of the Client to satisfy themselves of any counterparty risk and decide whether to accept an Order or Order Confirmation with the proposed counterparty and on what terms.
The Platform warrants that the Feedback Scores of each Client is handled and computed in the most fair way and warrants that there will be no manipulation, alteration whatsoever.
5- Obligations to the Platform:
5.1- Authorized Users
All the Clients warrant that their users in the Platform have the authorization in the company to take all the actions they take while using the Platform. The Login information, Password must be only shared with the people legally in charge and must be only used by them.
5.2- Security:
All the Clients confirm that they know how to keep their accounts safe and secure; otherwise they should take advice from the Platform support, from their IT departments or other security service providers until they can confirm that they know how to keep their accounts safe and secure. The people in charge should only use the Platform using their password protected devices. The Clients confirm that they have to inform the Platform support team to suspend their account in case of a suspicious situation, facing security violations, viruses, malwares, keyloggers or similar problems which may lead unauthorized people using the Platform.
5.3- User’s Instructions:
All the Clients confirm that the authorized people who use the platform should learn how to use the Platform. The Platform provides information and instructions necessary for the performance of the Services, in different ways (such as documents, videos, built in explanations in web application).
5.4- Using the Platform:
All the Clients confirm that the authorized people who use the platform should use or check the platform in such frequency that would allow the Platform work timely. The Platform has necessary tools to help (such as built in Notifications and email Notifications) tracking and using the Platform efficiently and timely
The Clients confirm that they will take actions in case of e-mail delivery problems with the help of Platform’s support team or other IT support; and confirm the authorized people will be monitoring the incoming emails.
5.5- International Law Appliance:
The Parties shall obey the agreement rules outrightly. Should the Agreement have legal gap, the complemantary rules will be the CISG and Electronic Communication Convention. In case any conflict may be arisen between the agreement and CISG/Electronic Communication Convention, the agreement will be privilenged.
The clients warrant that the clients do not know of any reason why the Orders could be unlawful or which could render the provision of the Services by the Platform in breach of any relevant law, including but not limited to (i) sanctions imposed by the United Nations, European Union, The United States of America or any national government having authority over The Clients or the Platform (ii) laws relating to money laundering, bribery and corruption. The Clients will promptly and fully inform the Platform of any such reason that comes to the Clients’ attention. In the event that the Platform in their absolute discretion believes that the Fixture or the provision of the Services may infringe such laws, they may by written notice terminate the Services immediately. In the event of such termination the Platform will have no liability arising from such termination howsoever arising.
5.6- Suppliers’ Pricing:
As one of the main advantages of this Platform to Customers; Suppliers should warrant they will offer their best prices and terms as they can using this Platform. Suppliers’ outside of Platform offers (such as prices lists, general offers, customer based discounted prices) must not be a better offer than the Offers on the Platform, considering the Price, Terms and Item Quality.
5.7- Loyalty:
All the Clients warrant that they will not have trades outside of this Platform with the companies who are registered in the Platform. In case of any communication, exchanging inquiries and offers or other contacts lead to an Order outside of the Platform, both Suppliers and Customers are obliged to inform the Platform (by e-mail or entering the files to the Platform) immediately. Furthermore the Supplier will sign and perform the Commission and Loyalty Agreement as well.
5.8- Score Feedbacks:
All the Clients warrant that they will give their Feedback Scores truely and objectively, confirm that they must not manipulate other Clients using the Feedback system but should only use it for honestly advising other Clients.
5.9- Commitment to the Terms:
All the Clients confirm that they will commit to the terms on their Orders / Order Confirmations.
-Suppliers confirm that the parts they supply meet the quality and delivery terms as on their Offers and Order Confirmations. In case the offered and confirmed terms are not fulfilled, Suppliers accept that the Customers have the right to cancel, return the Orders and refund their Payments without any cut (transfer charges should be paid by the Suppliers). This does not include the delivery terms changing by external causes (such as transportation problems, strikes, extreme nature events).
-Customers confirm that they will obey the Payment Terms agreed on the Order Confirmation. In case of deferred payment terms, the payment must be done timely. Suppliers have all rights to add interest and overdue payment fee in case of payments delayed more than 15 days.
5.10- Additional Charges:
Unless otherwise agreed, Customers should accept paying additional charges including; Packing & Handling Charges, Transportation Charges, Banking Charges, Custom Clearance Charges, Certification Charges (if required).
Any additional charge caused by Supplier’s fault and/or under Supplier’s responsibility should be covered by Supplier, in situations like;
-Shipping, handling and export customs charges of partial delivery because of delayed parts.
-Banking Charges of a refund subject.
-Shipping, handling and import customs charges of returned parts (partial or complete order).
-Certification charges when the Offer and Order Confirmation states the Certification included.
5.11- Order Processing
Suppliers shall process the Orders immediately according to the terms of Order Confirmation. Supplier have the right to select below mentioned option.
Advance Payment: Suppliers shall start processing the Order after the payment is proven by the Customer.
Payment before Dispatch: Suppliers shall start processing and preparing the Order when the Order is confirmed. Customers shall complete the payment while the Order is being prepared and packed. Suppliers may wait for the payment to be received in their accounts before dispatching the goods.
Payment after issuing of the Invoices: Suppliers shall start processing the Order immediately and the payment will be made on due date of invoices.
6- Confidentiality:
Where the Platform is given information stated by Clients to be “Confidential Information”, the Platform will hold that Confidential Information in confidence and will not disclose it to any other party without prior permission from Clients. This obligation will not however extend to information which (i) was already or becomes known to the Platform through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which the Platform is obliged to disclose pursuant to an order of a court or other such authority.
Clients accept that the Profile Page information, Platform Usage Statistics and Feedback Scores are not Confidential inside the Platform, and will be saved under Profile Card.
Profile Cards will be shared with the opposite party but only when there is a communication between two parties (for example; Customer’s and Supplier’s Profile Cards will be shared with each other only when that particular Supplier wants to Offer for that particular Customer’s Inquiry)
7- No Advice Regarding Investment, Tax, Trading or Account Type:
Neither Fleet’s Needs, nor any of its representatives, will provide Client with any advice or recommendation; offer any opinion regarding the suitability of any order, transaction, or trading advisor or strategy; solicit any order or transaction; monitor Client account or investments, or the appropriateness of Client account or service level; alert Client to any recommended change to Client's investments, trading, or services; or provide legal, tax, or accounting advice (collectively, "Advice"). Nothing on Fleet’s Needs website is or shall be deemed a recommendation or solicitation to buy or sell items, goods or any other spare parts, or as to the manner in which those products are bought or sold, or to engage in any trading strategy. Clients will not seek, accept or rely on any Advice from Fleet’s Needs or its representatives, or any communication that could be construed as such. Discussion of alternatives, such as the different types of items, goods or any other spare parts products available to Client, is not investment advice. Because Fleet’s Needs does not provide Advice, Fleet’s Needs is not responsible for the suitability or appropriateness of any order, trade, commodity agreement, selection of advisor or other activity of Client. Client agrees that any order submitted to or transaction executed by Fleet’s Needs is solely Client's own decision and is based on Client's own evaluation of its personal financial situation, needs, and trading objective(s). Fleet’s Needs does not endorse and is not responsible for any advice, representation, content or other information provided by third parties, including but not limited to any such information or third party referenced by or accessed through any Fleet’s Needs website, application or platform.
8- Notice Requirements and Amendment of Terms:
Where required by this Agreement to provide "Notice" to Fleet’s Needs or Clients, such Notice must be in writing, Fleet’s Needs or Client must submit a message via registered E-mail address or Fax.
This Agreement cannot be amended or waived by anyone, including Fleet’s Needs representatives, except by a writing executed by Fleet’s Needs’s Chief Executive Officer or General Counsel. This Agreement may be revised upon Fleet’s Needs's tender of a revision or amendment of this Agreement, and Client's acceptance thereof shall be conclusively established by subsequent use (by the Client or any authorized representative) of any services provided by Fleet’s Needs other than closing positions or transferring open positions or assets out of Fleet’s Needs. Use of such services shall constitute consideration for the revised Agreement.
9- Responsibility for Client Trades:
Client is responsible for the confidentiality and use of, and will reasonably safeguard and will not permit others to use, Client's account credentials, such as Client's username, password or security device. Client agrees to provide immediate Notice to Fleet’s Needs of any theft or loss of such credentials, or any unauthorized access to Client's account. Use of Client's credentials to effect any action will constitute conclusive evidence that may treat such action as authorized. Client is responsible for all transactions entered using Client's credentials. Clients are not liable for loss or damages caused by any third party using Client credentials. Unless Fleet’s Needs agrees in a writing executed by its Chief Executive Officer or General Counsel, Client will not permit any third party to access Client's account using Client's account credentials.
10- Order Routing:
Client is responsible for trading in accordance with any rules or policies applicable to Client's order (e.g., trading hours, order types, etc.). Fleet’s Needs does not guarantee execution of every order and it does not guarantee execution at the best posted price and system failures or other matters may prevent or delay execution of Client's orders or cause orders not to receive the best price.
11- Order Cancellation / Modification:
Orders can be cancelled on the Platform in certain conditions where the preparations weren’t started and will cause no negative effect on Clients.
Other than the orders allowed to be cancelled on the Platform, order cancellation may cause cancellation charges for the cancelling party. Default Order Cancellation charge is 20% unless stated otherwise on the Offers, Orders, Order Confirmations.
Returning of a complete or partial Order is only accepted in case the supplied parts or service was clearly not matching the terms of the Order and Order Confirmation.
When there are conflicts; Clients may ask for the Platforms and their lawyers to solve the case according to rules of the Agreement and if still couldn’t be solved or the solution was not satisfying for one or both parties, the Parties will redirect the case to the arbitrator from ISTAC.
12- Order Execution:
The Client is the only one that is authorized to execute orders. Fleet’s Needs may act as broker both for buyer and seller in a transaction.
Fleet’s Needs may terminate Client's use of Fleet’s Needs's services at any time in Fleet’s Needs's sole discretion without prior notice to Client. Fleet’s Needs may also decline to accept, to execute or to cancel any Client order, or may otherwise restrict, in whole or in part, Client's use of Fleet’s Needs's services at any time, for any length of time, in Fleet’s Needs's sole discretion, without prior notice to Client. Such restrictions on trading activity may include, but are not limited to: (i) prohibiting Client from engaging in trading of any items, goods or spare parts; (ii) prohibiting certain types of trades or orders; or (iii) limiting order size or value at risk. Notwithstanding the above, Client remains responsible for its orders and transactions without regard to whether Fleet’s Needs restricts, or does not restrict, Client's trading activity. All transactions are subject to rules and policies of relevant Fleet’s Needs e-markets, and applicable laws and regulations.
13- Confirmations and Reporting Errors:
The Client is the only one that is authorized to execute orders.Fleet’s Needs may act as broker both for buyer and seller in a transaction.
Fleet’s Needs may terminate Client's use of Fleet’s Needs's services at any time in Fleet’s Needs's sole discretion without prior notice to Client. Fleet’s Needs may also decline to accept, to execute or to cancel any Client order, or may otherwise restrict, in whole or in part, Client's use of Fleet’s Needs's services at any time, for any length of time, in Fleet’s Needs's sole discretion, without prior notice to Client. Such restrictions on trading activity may include, but are not limited to: (i) prohibiting Client from engaging in trading of any items, goods or spare parts; (ii) prohibiting certain types of trades or orders; or (iii) limiting order size or value at risk. Notwithstanding the above, Client remains responsible for its orders and transactions without regard to whether Fleet’s Needs restricts, or does not restrict, Client's trading activity. All transactions are subject to rules and policies of relevant Fleet’s Needs e-markets, and applicable laws and regulations.
14- Client Qualification:
Client warrants that Client's account application is true and complete and that Client will immediately provide written Notice to Fleet’s Needs of any information changes. Client authorizes Fleet’s Needs to make any inquiry (with third parties or otherwise) to verify information. Client represents that all assets held in Client's account belong to Client, and that all trading in Client's account is conducted solely for the benefit of Client.
Organizations:For organization accounts, Client and its authorized representatives warrant that Client: (i) is authorized under its governing documents and in the jurisdictions in which it is organized or regulated to enter this Agreement and trade (including on margin if applicable) the products it selects; (ii) is under no legal incapacity; and (iii) that persons identified to enter orders have proper authority and have sufficient knowledge and experience to understand the nature and risks of the products to be traded.
Regulated Persons and Entities; Control Persons and Insiders:Unless Client provides written Notice to Fleet’s Needs otherwise, Client represents that Client is not a broker-dealer; futures commission merchant; regulated investment professional; or affiliate, associated person or employee thereof. Client agrees to submit written Notice to Fleet’s Needs immediately if Client becomes employed or associated with a broker-dealer, futures commission merchant or other type of regulated investment professional.
15- Suspicious Activity:
If Fleet’s Needs in its sole discretion believes that a Client account has been involved in any fraud or crime or violation of laws or regulations, has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether as victim or perpetrator, or otherwise), complaint taken by the parties for not fullfiling the liability of the orders/agreement, Fleet’s Needs may suspend or freeze the account or any privileges of the account, may freeze or liquidate funds or assets of Client, or may utilize any of the remedies in this Agreement for a "Default." Client waives any claim for loss or damages against Fleet’s Needs arising out of or related to Fleet’s Needs exercising its rights under this paragraph.
16- Commissions and Fees, Interest Charges, Funds:
Suppliers shall pay to Fleet’s Needs commissions, fees and/or interest at the rates and terms specified on their Commission Agreement: (i) otherwise agreed in writing by Fleet’s Needs (through its Chief Executive Officer or General Counsel); or (ii) a separate commission, fee or interest schedule applies based on Client's relationship to a third party, such as an introducing broker or financial advisor for Supplier’s Fleet’s Needs account.
Fleet’s Needs issues commission invoices periodically as stated on the Commission Agreement, Suppliers’ payments shall be in accordance with the terms stated on the Commission Agreement as well.
Commission Invoices and their payments are not to be related with the payments from Customers.
17- Risks of Foreign Markets, After Hours Trading:
Even though Fleet’s Needs minimizes the risks; Client acknowledges that trading securities, options, derivatives, futures, currencies or any product on a foreign market is speculative and involves risks.
18- Risks Regarding Political and Governmental Actions:
Governments of countries in which Fleet’s Needs clients reside, or countries in which Fleet’s Needs clients trading, may take economic and/or political actions that are adverse to Clients and such actions may negatively affect Client's account. Client agrees that Fleet’s Needs is not liable for such actions.
19- Limitation of liability:
Client accepts the Fleet’s Needs system "as is", and without warranties, express or implied, including, but not limited to: the implied warranties of merchantability or fitness for a particular use, purpose or application; timeliness; freedom from interruption; or any implied warranties arising from trade usage, course of dealing or course of performance. Under no circumstances shall Fleet’s Needs be liable for any punitive, indirect, incidental, special or consequential loss or damages, including loss of business, profits or goodwill. Fleet’s needsshall not be liable to client by reason of delays or interruptions of service or transmissions, or failures of performance of the Fleet’s Needs system, regardless of cause, including, but not limited to: those caused by hardware or software malfunction; governmental, exchange or other regulatory action; acts of god; war, terrorism, public health events (including pandemics); Fleet’s Needs's intentional acts; or Fleet’s Needs's failure to act to prevent service disruption or system failure. Client recognizes that there may be delays or interruptions in the use of the Fleet’s Needs system, including, for example, those caused intentionally by Fleet’s Needs for purposes of servicing the Fleet’s Needs system.
Nothing in this agreement represents a contractual promise of warranty to the client regarding Fleet’s Needs's compliance with applicable laws, rules, or regulations. Nor is anything in this agreement intended to create a contractual or private cause of action for any non-compliance with applicable laws, rules (including but not limited to rules of any exchange, Fleet’s Needs market) or regulations. Fleet’s needs specifically disclaims any such warranty or obligation.
20- Indemnification:
Client agrees to indemnify, hold harmless and defend Fleet’s Needs, its affiliates, and their respective officers,directors,employees,agents,and representatives from any and all liabilities,losses, costs, judgments,penalties, claims, actions, damages, or expenses (collectively, "losses") arising from or relating to: (i) any action taken in reliance on any representation, information or instruction received from client; (ii) client's breach of this agreement; (iii) any action taken by Fleet’s Needs to enforce its rights under this agreement; (iv) any inquiry, information request, or other action by a third party related to client's account, including to client assets, liabilities, transactions, instructions, actions, or inactions; (v) any event of default as defined hereunder; or (vi) client's violation or infringement of any intellectual property right held by Fleet’s Needs or its affiliates, except to the extent that such losses directly result from Fleet’s Needs's gross negligence, fraud or willful misconduct.
21- Client Must Maintain Alternative Trading Arrangements:
Computer-based systems and networks such as those used by Fleet’s Needs are inherently vulnerable to disruption, delay or failure. As detailed herein, Fleet’s Needs is not liable to Client for any loss Client may suffer due to any restrictions on Client's account or interruptions, delays, or failure of Fleet’s Needs systems. In order to mitigate the risk of loss to Client that may be caused by such an event, or due to any other disruption in Client's ability to use their Fleet’s Needs account, Client agrees to maintain alternative trading arrangements of sufficient capacity and utility to allow Client to open, close or change positions as necessary to modify risk of loss to Client in the event of disruption in Client's ability to use Fleet’s Needs systems or services.
22- Fleet’s Needs and Its Affiliates:
A copy of Fleet’s Needs's audited financial statements shall be posted on the Fleet’s Needs website and, upon receipt of written Notice of a request, emailed to Client. Clients shall rely only on the financial condition of Fleet’s Needs, and not on its affiliates, which are not liable for Fleet’s Needs's acts and omissions.
23- Consent to Accept Electronic Records and Communications:
Client agrees that Fleet’s Needs may furnish, and Client consents to accept, records and communications in electronic form to the maximum extent permitted by applicable law, including but not limited to electronic trade confirmations, account statements, tax information, proxy materials and other Client records and communications (collectively,"RecordsandCommunications").ElectronicRecordsandCommunicationsmaybesentto Client's email address and Client will need to log in and retrieve the Record or Communication. Client's consent to the receipt of electronic Records and Communications will apply on an ongoing basis and for every year unless withdrawn by Client.
24- Complaints:
Complaints about Client's Fleet’s Needs account may be directed to Fleet’s Needs by submitting written Notice, as defined above.
25- Governing Law:
United Nations Convention on Contracts for the International Sale of Goods (CISG) and Electronic Comminication Convention
26- Service of Process:
Client agrees that Fleet’s Needs may affect service of process for any legal proceeding, including but not limited to arbitration actions, by the registered email, Client has most recently provided to Fleet’s Needs in connection with Client's Fleet’s Needs account
27- Assignment and Termination:
Client may not assign or transfer any rights or obligations hereunder without the prior written consent of Fleet’s Needs (through its Chief Executive Officer or General Counsel). Fleet’s Needs may assign any debts or deficits owed by Client to a Fleet’s Needs affiliate. In addition, upon notice to Client, Fleet’s Needs may assign this Agreement to another brokerage firm. Fleet’s Needs may terminate this Agreement or its services to Client at any time. Clients may close their account upon written Notice to Fleet’s Needs, but only after all positions are closed and all other requirements specified on the Fleet’s Needs website regarding account closure are satisfied.
28- Severability and Non-Waiver:
If any provision of this Agreement is unenforceable, it shall not invalidate other provisions. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, then Client and Fleet’s Needs will be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, and Client and Fleet’s Needs agree that this Agreement will be deemed amended by modifying such provision to the minimum extent necessary to make it legal and enforceable while preserving its inventor,of that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. Failure of Fleet’s Needs to enforce any term or condition of this Agreement is not a waiver of the term or condition. No provision of this Agreement can be waived without the written consent of Fleet’s Needs (through its Chief Executive Officer or General Counsel).
29- Entire Agreement:
This Agreement contains the entire agreement between the parties, who have made no other representations or warranties. Client agrees to the provision of this Agreement in English and represents that Client understands its terms and conditions.
30- Privacy and Data Protection:
Client accepts the "Fleet’s Needs Privacy Policy", which is posted on Fleet’s Needs's website and is incorporated herein by reference. Client consents to the collection and use of Client's information as described in the Fleet’s Needs Privacy Policy. If Client resides in the European Union ("EU") or is otherwise entitled to protection under EU data privacy laws, including the EU General Data Protection Directive ("GDPR"), Client agrees that Fleet’s Needs may collect and process Client's personal data in accord with the Fleet’s Needs Privacy Policy to the extent permitted under the GDPR.
Client consents to recording of all telephone conversations with Fleet’s Needs representatives.
Client authorizes Fleet’s Needs, directly or through third parties, to make any inquiries that Fleet’s Needs considers necessary to conduct business with Client. Any information obtained is maintained in accordance with the Fleet’s Needs PrivacyPolicy.
31- Mandatory Arbitration:
This agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
i. ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
ii. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.
iii. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
iv. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.
v. THE PANEL OF ARBITRATORS MAY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
vi. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT INCOURT.
vii. THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.
Client agrees that any controversy, dispute, claim, or grievance between Fleet’s Needs, any Fleet’s Needs affiliate or any of their shareholders, officers, directors employees, associates, or agents, on the one hand, and Client or, if applicable, Client's shareholders, officers, directors employees, associates, or agents on the other hand, arising out of, or relating to, this Agreement, or any account(s) established hereunder in which securities may be traded; any transactions therein; any transactions between Fleet’s Needs and Client; any provision of the Client Agreement or any other agreement between Fleet’s Needs and Client; or any breach of such transactions or agreements, shall be resolved by arbitration, in accordance with the rules then prevailing of any one of the following: …………………………………….If Client is the claimant-in-interest and has not selected an arbitration forum within ten days of providing notice of Client's intent to arbitrate, Fleet’s Needs shall select the forum. The award of the arbitrators, or a majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
i. The class certification is denied;or
ii. The class is decertified;or
iii. The Client is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
32- Attorney's Fees:
With the exception of Fleet’s Needs's right to recover from Client the cost of Fleet’s Needs's attorneys' fees, in all other instances, including but not limited to arbitration, mediation, litigation, inquiry, or any other matter or proceeding between or regarding Client and Fleet’s Needs, Fleet’s Needs and Client agree: (i) to bear their own legal costs, including attorney's fees; and
(i) waive rights to recover from the other party any such costs or fees incurred to the extent permissible under applicable law. Each party agrees to indemnify the other party for any costs or fees, including attorney's fees, incurred defending itself against any attempt by the other party to recover attorney's fees in violation of this provision.