Provision of pre-contractual information
1. Before the conclusion of the market data agreement, upon request of the market data client, market data providers shall provide clients with all the information on the actual fees and provisions applicable to those clients needed to compare the market data offers available on the market and make an informed decision on whether to conclude the market data agreement.
2. The information referred to in paragraph 1 shall be consistent with the fees displayed in the market data policy.
Fair terms
1. The market data agreement shall achieve a balance between the rights and obligations of the parties arising from the contract and shall comply with the requirements of good faith.
2. Parties to the market data agreement shall refrain from enacting extensive or frequent requests or provisions of information not necessary for the correct execution of the contract or other practices which result in unjustified additional costs for one of the parties.
Contractual terms
1. The market data agreement shall specify in a clear and concise manner the terms and conditions for the provision of market data and allow the client to easily understand the obligations and rights in that agreement.
2. The market data agreement shall use clear and comprehensible definitions and terms and shall use the terminology of the market data policy as set out in Article 18.
Conformity of the terms with the market data policy
Market data providers shall ensure that the terms in the market data agreement are conform with the information provided in the published market data policy.
Additional fees
Terms and conditions in market data agreements which may result in additional fees or fee increases, including inflation-linked adjustments, shall be clearly disclosed in the market data agreement.
Per client fees
1. Market data providers shall put arrangements in place to ensure that a single provision of market data is charged only once.
2. To this aim, where market data has been sourced through multiple market data providers or redistributors, market data providers shall offer the possibility to charge fees only once per client for the same provision of market data.
Obligation to keep data unbundled
Market data providers shall not bundle the provision of market data with other services.
Penalties
1. Market data providers shall clearly indicate in the market data agreement the infringements of the rights and obligations arising under that agreement to which penalties are applicable.
2. The amount of penalties shall not unreasonably exceed the fees the client would have paid in case of compliance with the market data agreement.
3. A request for payment of a penalty may only be made within a reasonable time from the occurrence of the infringement, which shall not exceed five years from the date an audit is notified, and shall be based on clear evidence of the infringement.
Contractual provisions on audit
Where the market data agreement provides that audits may be requested by the market data provider to ascertain whether an infringement of the market data agreement occurred, the terms of the market data agreement shall ensure that:
(a)
the audit request is based on specific and credible indications of a potential infringement that occurred no more than five years prior to the date the audit is notified;
(b)
the documents and the information that the market data client is requested to provide are limited to what is necessary to collect evidence in respect of the alleged infringement.
Unilateral changes to fees and conditions
1. Where the terms and conditions of the market data agreement allow the market data provider to unilaterally change the fees or conditions for the provision of market data, such change shall be notified to the market data client at least 90 days in advance of that change entering into force.
2. Where the changes referred to in paragraph 1 result in less favourable fees and conditions for the market data client, the market data client shall have the right to withdraw from the market data agreement without incurring additional fees or penalties. That right shall be specified in the market data agreement.
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.
