Terms of Use

Your access to and use of this website are expressly conditioned on your acceptance of the terms of use set forth below (the "Terms of Use"). By continuing to access or use this website and the content it contains (the "Site"), you agree to be legally bound by the Terms of Use and you may not use the Site unless you agree to be bound by the Terms of Use.

Purpose.
The Site is for informational purposes only. None of the content contained on the Site constitutes a solicitation, offer, opinion or recommendation by CanDeal.ca, Inc. (“CanDeal”) to buy or sell any securities or other financial instruments or to provide legal, tax, accounting or investment advice or services regarding the suitability or profitability of any security or investment. These Terms of Use apply solely to the Site and not to any product or service offered by CanDeal, the terms of which are governed by their respective subscriber agreements.

General Restrictions on Use.
The information provided on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject CanDeal or its affiliates to any registration requirements within such jurisdiction or country. You may not use this site for any illegal purpose or in any manner inconsistent with these Terms of Use. You are responsible for ensuring that your access to and use of the Site is in accordance with all applicable laws and regulations. You may not distribute any content contained on the Site or exploit the Site or its content for commercial purposes. All rights not expressly granted herein are reserved.  Unauthorized or inappropriate use of or access to the Site, or of any information available on the Site, is strictly prohibited. CanDeal may, in its discretion, deny or terminate your access to or use of the Site at any time and without notice.

Use of Links and "Framing" Technology.
Unless you have obtained the prior authorization of CanDeal in writing, you may not provide a link to the Site or any portion thereof or display any portion of the Site or its content using "framing" or similar technology or in any manner that may be misleading or confusing with respect to origin, sponsorship or affiliation.

Proprietary Rights.
All information, including, without limitation, all text, design, graphics, drawings, photographs, advertisements, video clips, music and sounds, and all trade-marks, service marks and trade names and the selection and arrangements thereof (collectively the “Content”) forming part of the Site, is, unless otherwise noted, subject to intellectual property rights including copyrights and trade-marks held by or licensed by CanDeal.  No license to use, copy, distribute, republish, transmit or otherwise exploit any Content is given to you and all intellectual property rights in and to the Content are expressly reserved to CanDeal.

Privacy and Links.
Please see CanDeal’s Privacy Policy for information regarding the manner in which CanDeal may process your personal information. CanDeal has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, CanDeal will not and cannot censor or edit the content of any third-party site.

Disclaimer of Warranties.
THE SITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION AND SERVICES) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANDEAL DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), INCLUDING THOSE ARISING BY STATUE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 

Without limiting the generality of the preceding paragraph, CanDeal does not provide any representations, warranties or conditions that the Site will be available or that it will operate without errors.  CanDeal will not be liable if, for any reason, the Site is unavailable or operating with errors or in a degraded fashion at any time or for any period.  In particular, and without limitation.

Limitation of Liability.
CanDeal will not have any liability, whether in contract, tort, breach of statutory duty, strict liability, negligence, gross negligence or otherwise, arising out of or relating to these Terms of Use or your use of the Site. Without limiting the foregoing, CanDeal will not have any liability for direct, indirect, consequential, special or punitive damages or for any loss of profit, loss of revenue, loss of earnings or loss of data. 

Amendment.
CanDeal may amend these Terms of Use at any time by providing you with notice of such amendment, which notice may be given by any means, including but not limited to posting on the Site.  It is your responsibility to check the Site on a regular basis to identify any amendments to these Terms of Use.  Continued use of the Site following any such amendments constitutes your agreement to the terms and conditions of these Terms of Use, as amended.

Governing Law and Attornment.
These Terms of Use are governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THE SITE OR THESE TERMS OF USE WILL BE INSTITUTED ONLY IN A PROVINCIAL COURT LOCATED IN ONTARIO, CANADA. YOU AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

General.
If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity or enforceability of any remaining provisions. The delay or omission by either party to enforce or exercise any terms or rights pursuant to these Terms of Use will not impair any such term or right nor be construed to be a waiver thereof and will in no way affect the other party’s right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained. These Terms of Use constitute the entire agreement between you and CanDeal relating to the use of the Site.

Fees
Fee information is available upon request. 

1. Order Entry and Interaction
There are 3 ways in which Clients may request quotes: (i) Request for Quote (“RFQ”); (ii) My RFQ Bid/My RFQ Offer; & (iii) Indications of Interest (“IOI”). The description for how each of these processes work are outlined below:

(i) RFQ functionality
The multiple-dealer RFQ enables a Client to hold a real-time auction with up to four Dealers and select the Dealer with whom the Client wishes to execute. A Client may use the multiple-dealer RFQ functionality to execute single-security, two-security and three-security transactions.

(ii) 
My RFQ Bid / My RFQ Offer functionality
The Client sets a target price and all-or-none quantity with up to four Dealers to get filled. The first Dealer to execute the trade precludes other Dealers from executing the trade.

(iii) 
Indications of Interest (“IOI”) functionality
The IOI functionality includes a pre-trade communication feature which allows a Dealer to reflect their buying and selling bias on a particular security when asked by a Client. This additional information allows an RFQ to flow only to the compatible Dealers. This functionality is designed to facilitate mid- to larger-size tickets in a manner that supports both Dealers and Clients to meet their trading objectives.


2. Access Requirements to the CanDeal Network
onfidentiality is fundamental to the design and operation of the CanDeal System. Therefore, the CanDeal network is a closed environment. Clients must  sign an access agreement with CanDeal and have pre-established trading relationships (ie KYC/AML approved) with dealers who operate on CanDeal.

3. Access Arrangements with 3rd Party Service Providers For CanDeal’s Canadian Clients, CanDeal has entered into a master software and license agreement with List Inc., a technology vendor, whereby List Inc. provides development, hosting, and software maintenance and support services.

For CanDeal clients that reside outside of Canada, CanDeal has entered into a technology and services agreement with Tradeweb Markets LLC, Tradeweb LLC, Tradeweb Europe Limited and TW SEF LLC (collectively, “Tradeweb”). Tradeweb operates an institutional multi-dealer to customer electronic trading platform and market data communications network (the “Tradeweb System”). The Tradeweb System is a vehicle through which institutional investors and investment firms access information, request bids and offers, and effect transactions with liquidity providing dealers.

CanDeal and OnX Managed Services Inc. (“OnX”) have entered into a services agreement whereby OnX provides CanDeal Toronto-based data center facilities that support the development, test and production environments for CanDeal. OnX provides managed services for the CanDeal System and network components required to support the CanDeal System and telecommunications network.


CanDeal actively monitors and manages the services provided by these 3rd party service providers as follows:
  • service level monitoring through periodic meetings and maintaining a close working
    relationship with the 3rd party service providers for the purpose of reviewing the performance
    of their respective services, and to review current or planned projects.
  • on an annual basis, reviewing each 3rd party service providers independent audit reports.
4. Conflicts of Interest
CanDeal has established strict conflict of interest policies to ensure best practices, compliance with regulation and optimal service outcomes for our clients.  The follow are our high level policies and procedure to address conflict of interest. 

Definition of Conflict of Interest
For the purpose of this Policy, conflicts of interest include conflicts that arise where the commercial interest of (i) the marketplace operated by CanDeal, (ii) the Affiliates or (iii) CanDeal’s ultimate shareholders conflict with the responsibilities and sound functioning of the marketplace including the non-discriminatory treatment of marketplace participants.

Regulatory Considerations
CanDeal is a registered dealer, a member of the Investment Industry Regulatory Organization of Canada (IIROC) and is regulated as an alternative trading system (ATS). As the regulated operator of an ATS, CanDeal is required to:
  • establish, maintain and ensure compliance with, conflict of interest policies and procedures. This Policy is established pursuant to this obligation.
  • make this Policy publicly available.
  • take reasonable steps to identify, respond to and, where appropriate, disclose, material conflicts.
Conflicts Related to the Operation of the CanDeal ATS and the Services it Provides:
  • Conflicts related to CanDeal shareholders who are also liquidity providers, marketplace participants and customers of the ATS and Innovations.
  • Conflicts related to the interests of the marketplace’s owners, operators and affiliated management services providers.
CanDeal’s Approach to Conflicts Management

CanDeal’s general conflicts principles are as follows:
  1. Identify conflicts of interest, and
  2. Respond to conflicts of interest by way of disclosure and, where appropriate, consent.
In cases where conflicts may arise as a result of Shareholders or affiliates acting as lenders to CanDeal, CanDeal will seek to respond to potential conflicts by observing applicable IIROC rules regarding debt subordination, including providing required regulatory notifications when assuming additional debt and obtaining prior IIROC approvals to repay outstanding debt.

In cases where conflicts may arise as a result of CanDeal relying on affiliates to provide services to CanDeal, CanDeal will seek to respond to potential conflicts by following CanDeal’s Outsourcing Policy, as appropriate, and by entering into a written agreement with the affiliated service provider that:
  • is appropriately robust for the materiality and nature of the services provided to CanDeal and complies, where appropriate, with the outsourcing guidance in Part 11 of Companion Policy NI 31-103 and with IIROC Guidance Note 14-0012 – Outsourcing arrangements provides CanDeal and securities regulatory authorities with audit and access rights, including in respect of books and records relating to the services being provided and the data, information and systems maintained by the service provider requires the service provider to establish, maintain and periodically test an appropriate business continuity plan, including a disaster recovery plan requires the service provider not to disclose confidential information relating to CanDeal or its Clients establishes processes and procedures to regularly review the performance of the service provider.
CanDeal’s policy on disclosing conflicts of interest and, where appropriate, obtaining consent, is as follows:
  • Disclose existing or potential material conflicts of interest to Clients where a reasonable Client would expect to be informed.
  • Obtain the written consent of Clients for existing or potential material conflicts of interest where a reasonable Client would expect to be given the option to consent.
  • Keep a record of such disclosure or consent.
  • It is CanDeal’s policy not to give CanDeal Shareholder Liquidity Providing Dealers, Shareholder Clients or their affiliates preferential treatment over non-Shareholder Liquidity Providing Dealers and non-Shareholder Clients in accordance with ATS fair access and pricing requirements under Part 5 of NI 21-101.
In addition to this Policy, CanDeal has also established and maintains other policies and procedures that support the management of conflicts of interest.
 

Contact.
Questions or comments regarding these Terms of Use may be directed to: communications@candeal.com or by calling 1.866.422.6332.