General Terms and Conditions for Opening an Account
RETAIL CLIENT AGREEMENT
This client agreement, together with any Schedule(s), and accompanying documents, as amended from time to time, (this “Agreement”) sets out the terms of the contract between you and us. Please read it carefully and let us know as soon as possible if there is anything which you do not understand.
1.GENERAL INFORMATION
1. Information about us
We, Safecap Investments Limited, are authorised and regulated by the Cyprus Securities and Exchange Commission (“CYSEC”)]. Our registered office is kafkasou 9, Treppides Tower,6th floor, Flat/Office 401 Aglantzia, P.C. 2112, Nicosia, Cyprus. The CYSEC’s office is situated at Stasikratous 32, 1065 Nicosia, Cyprus.
2. Communication with us
You may communicate with us in writing (including fax), by email or other electronic means, or orally (including by telephone). The language of communication shall be English, and you will receive documents and other information from us in English. However, where appropriate and for your convenience, we will endeavour to communicate with you in other languages. Our website contains further details about us and our services, and other information relevant to this Agreement. In the event of any conflict between the terms of this Agreement and our website this Agreement will prevail.
3. Capacity
We act as principal and not as agent on your behalf and you enter this Agreement as principal and not as agent (or trustee) on behalf of someone else. We shall treat you as a retail client for the purposes of the CYSEC Rules and the Applicable Regulations. You have the right to request a different client categorisation. However, if you do request such different categorisation and we agree to such categorisation, you will lose the protection afforded by certain CYSEC Rules and the Applicable Regulations. This may include, but is not limited to:
1. the requirement for us to act in accordance with your best interests;
2. our obligation to provide appropriate information to you before providing the services;
3. the restriction on the payment or receipt by us of any inducements;
4. our obligation to achieve best execution in respect of your orders;
5. the requirement to implement procedures and arrangements which provide for the prompt, fair and expeditious execution of your orders;
6. our obligation to ensure that all information we provide to you is fair, clear and not misleading; and
7. the requirement that you receive from us adequate reports on the services provided to you.
4. Commencement
This Agreement supersedes any previous agreement between you and us on the same subject matter and takes effect when you indicate your acceptance via our website. This Agreement shall apply to all Transactions contemplated under this Agreement.
5. Subject to Applicable Regulations
This Agreement and all Transactions are subject to Applicable Regulations so that:
1. if there is any conflict between this Agreement and any Applicable Regulations, the latter will prevail;
2. nothing in this Agreement shall exclude or restrict any obligation which we have to you under Applicable Regulations;
3. we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;
4.all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and
5.such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations shall not render us or any of our directors, officers, employees or agents liable.
6. Action by regulatory body
If a regulatory body takes any action which affects a Transaction, then we may take any action which we, in our reasonable discretion, consider desirable to correspond with such action or to mitigate any loss incurred as a result of such action. Any such action shall be binding on you. If a regulatory body makes an enquiry in respect of any of your Transactions, you agree to co-operate with us and to promptly supply information requested in connection with the enquiry.
7. Scope of this Agreement
This Agreement sets out the basis on which we will provide services to you. This Agreement governs each Transaction entered into or outstanding between us on or after the execution of this Agreement.
8. Charges
You shall pay our charges as agreed with you from time to time, any fees or other charges imposed by a clearing organisation and interest on any amount due to us at the rates then charged by us (and which are available on request). A copy of our current charges is published on our website. Any alteration to charges will be notified to you before the time of the change.
9. Additional costs
You should be aware of the possibility that other taxes or costs may exist that are not paid through or imposed by us.
10. Payments
All payments to us under this Agreement shall be made in such currency as we may from time to time specify to the bank account designated by us for such purposes. All such payments shall be made by you without any deduction or withholding.
11. Remuneration and sharing of charges
We may share charges with, an Associate or other third party in connection with Transactions carried out on your behalf. Details of such remuneration or sharing arrangements are available to you upon request. We may also pay fees and commissions to persons who introduce business to us. If you require more information on the fees and commissions that we pay to business introducers, let us know and we will provide you with further information.
12. Language
This Agreement is supplied to you in English and we will continue to communicate with you in English for the duration of this AgreementHowever, where possible, we will communicate with you in other languages in addition to English.
2.INTERPRETATION
1. Interpretation
In this Agreement:
“Account” means the account you hold with us and designated with a particular account number.
“Applicable Regulations” means:
1. CYSEC Rules or any other rules of a relevant regulatory authority; and
2. all other applicable laws, rules and regulations as in force from time to time.
“Associate” means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoint, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.
“Base Currency” means US Dollars
“Business Day” means a day which is not a Saturday or a Sunday and upon which banks are open for business in Cyprus.
“Client Money Rules” means the rules specified in paragraph 18(j) of the Law which provides for the Provision of Investment Services the Exercise of Investment Activities, the Operation of Regulated Markets and other related matters and the Directives and Circulars issued pursuant this paragraph, as amended from time to time by CySEC.
“Contract for Differences” or “CFD” means the financial instrument specified in paragraph (9) of Part III of Third Appendix of the Law which provides for the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and other related matters.
“Credit Support Provider” means any person who has entered into any guarantee, hypothecation, agreement, margin or security agreement in our favour in respect of your obligations under this Agreement.
“CYSEC Rules” means the Law which provides for the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and other related matters, the Prevention and Suppression of Money Laundering Activities Law, , the Directives, Circulars and all other regulations issued pursuant to these Laws and all guidance notes, administrative notices, newsletters and rules published by the Cyprus Securities and Exchange Commission.
“Electronic Services” means a service provided by us, for example an Internet trading service offering clients access to information and trading facilities, via an internet service, a WAP service and/or an electronic order routing system.
“Event of Default” means any of the events of default as listed in Clause 10.1 to Clause 10.9 of Clause 10.1 (Events of Default )”.
“Execution” means the completion of clients’ orders on the company’s trading platform, where the company acts as a Principal to clients’ transactions.
“OTC” means ‘over the counter’ and refers to transactions conducted otherwise than on an exchange.
“Safecap Trading Desk” means the trading desk operated by us at the HeadQuarters of Safecap Investments Limited in Kafkasou 9, Treppides Tower, Aglantzia, P.C. 2112, Nicosia, Cyprus.
“Safecap Online Trading System” means the internet-based trading system available at our Website that allows you to provide us with instructions.
“System” means all computer hardware and software, equipment, network facilities and other resources and facilities needed to enable you to use an Electronic Service.
“Transaction” means any transaction subject to this Agreement and includes a CFD, spot or forward contract of any kind, future, option or other derivative contract in relation to any commodity, financial instrument (including any security), currency, interest rate, index or any combination thereof and any other transaction or financial instrument for which we are authorised under the Act from time to time which we both agree shall be a Transaction.
2. General interpretation
A reference in this Agreement to a “clause” or “Schedule” shall be construed as a reference to, respectively, a clause or Schedule of this Agreement, unless the context requires otherwise. References in this Agreement to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A reference in this Agreement to “document” shall be construed to include any electronic document. The masculine includes the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires. Words and phrases defined in the CYSEC’s Rules and the Applicable Regulations have the same meaning in this Agreement unless expressly defined in this Agreement.
3. Schedules
The clauses contained in the attached Schedule (as amended from time to time) shall apply. We may from time to time send to you further Schedules in respect of Transactions. In the event of any conflict between the clauses of any Schedule and this Agreement, the clauses of the Schedule shall prevail. The fact that a clause is specifically included in a Schedule in respect of one Transaction shall not preclude a similar clause being expressed or implied in relation to any other Transaction. You acknowledge having read, understood and agreed to the Schedules to this Agreement.
4. Headings
Headings are for ease of reference only and do not form part of this Agreement.
3.RIGHT TO CANCEL
1. Right to Cancel
You have a right to cancel this Agreement for a period of fourteen days commencing on the date on which this Agreement is concluded or the date on which you receive this Agreement (whichever is later) (the “Cancellation Period”). Should you wish to cancel this Agreement within the Cancellation Period, you should send notice in writing to the following address: Safecap Investments Limited, Kafkasou 9, Treppides Tower, 6th floor, Office 401, Aglantzia, P.C. 2112, Nicosia, Cyprus. Cancelling this Agreement within the Cancellation Period will not cancel any Transaction entered into by you during the Cancellation Period. If you fail to cancel this Agreement within the Cancellation Period you will be bound by its terms but you may terminate this Agreement in accordance with clause 13.
4.ADVICE
1. Execution only
We deal on an execution-only basis and do not advise on the merits of particular Transactions, or their taxation consequences.
2. Own judgement and suitability
In asking us to enter into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any Transaction. We give you no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.
3. Incidental information and investment research
Where we do provide generic trading recommendations, market commentary or other information:
1.this is incidental to your dealing relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice;
2. if the document contains a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, you agree that you will not pass it on to any such person or category of persons;
3. we give no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any Transaction;
4.where information is in the form of a document containing a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, you agree that you will not pass it on contrary to that restriction;
5.you accept that prior to despatch, we may have acted upon it ourselves or made use of the information on which it is based. We do not make representations as to the time of receipt by you and cannot guarantee that you will receive such information at the same time as other clients. Any published research reports or recommendations may appear in one or more screen information service.
Please refer to our Conflicts of Interest Policy for further information on how we manage conflicts which would affect the impartiality of investment research we provide to you.
5.INSTRUCTIONS AND BASIS OF DEALING
1. Placing of instructions
You may give us instructions in electronic form through the Safecap Online Trading System or orally by telephone to the Safecap Trading Desk, unless we tell you that instructions can only be given in a particular way. If you give instructions by telephone, your conversation will be recorded. If any instructions are received by us by telephone, computer or other medium we may ask you to confirm such instructions in writing. We shall be authorised to follow instructions notwithstanding your failure to confirm them in writing. In this Agreement ‘instructions” and “orders” have the same meaning.
2. Authority
We shall be entitled to act for you upon instructions given or purporting to be given by you or any person authorised on your behalf without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions provided such instruction is accompanied by your correct Account number and password. If your Account is a joint account, you agree that we are authorized to act on the instructions of any one person in whose name the Account is held, without further inquiry. We shall have no responsibility for further inquiry into such apparent authority and no liability for the consequences of any actions taken or failed to be taken by us in reliance on any such instructions or on the apparent authority of any such persons.
3. Cancellation/withdrawal of instructions
We can only cancel your instructions if we have not acted upon those instructions. Instructions may only be withdrawn or amended by you with our consent.
4. Right not to accept orders
We may, but shall not be obliged to, accept instructions to enter into a Transaction. If we decline to enter into a proposed Transaction, we shall not be obliged to give a reason but we shall promptly notify you accordingly.
5. Control of orders prior to execution
We have the right (but no obligation) to set limits and/or parameters to control your ability to place orders at our absolute discretion. Such limits and/or parameters may be amended, increased, decreased, removed or added to by us at our absolute discretion and may include (without limitation):
1.controls over maximum order amounts and maximum order sizes;
2.controls over our total exposure to you;
3.controls over prices at which orders may be submitted (to include (without limitation) controls over orders which are at a price which differs greatly from the market price at the time the order is submitted to the order book);
4.controls over the Electronic Services (to include (without limitation) any verification procedures to ensure that any particular order or orders has come from you); or
5. any other limits, parameters or controls which we may be required to implement in accordance with Applicable Regulations.
6. Execution of orders
We shall use our reasonable endeavours to execute any order promptly, but in accepting your orders we do not represent or warrant that it will be possible to execute such order or that execution will be possible according to your instructions. If we encounter any material difficulty relevant to the proper carrying out of an order on your behalf we shall notify you promptly.
7. Confirmations
At the end of each trading day, confirmations for all Transactions that we have executed on your behalf on that trading day will be available via your online Account on our Website. It is your responsibility to notify us if any confirmations are incorrect before settlement. Confirmations shall, in the absence of manifest error, be conclusive and binding on you, unless we receive your objection in writing within five Business Days of making such confirmations available to you via our Website or we notify you of an error in the confirmation within the same period.
8. Performance and settlement
You will promptly deliver any instructions, money, or documents deliverable by you under a Transaction in accordance with that Transaction as modified by any instructions given by us.
9. Position limits
We may require you to limit the number of open positions which you may have with us at any time and we may in our sole discretion close out any one or more Transactions in order to ensure that such position limits are maintained.
10. Withdrawals
Without prejudice and subject to the terms of this Agreement, all Applicable Regulations and all conditions attaching to any relevant payments made to you under a bonus or rebate scheme operated by us, monies may be withdrawn by you from your Account on 24 hours written notice to us, provided that such monies are not being utilised for margin purposes or have otherwise become owing to us. If you request a withdrawal of monies from your Account and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal. Withdrawals will only be made on request by you, by bank transfer to an account in your name or by bankers draft payable to you personally or such other method as we, in our absolute discretion, may determine.
6.ELECTRONIC TRADING TERMS
1. Scope
These clauses apply to your use of any Electronic Services.
2. Access
Once you have gone through the security procedures associated with an Electronic Service provided by us, you will get access to such service, unless agreed otherwise or stated on our Website. Our Electronic Services will normally be available continuously from 21:00 GMT Sunday until 21:00 GMT Friday (winter time), every week, excluding public holidays where the Forex market does not operate. Please consult our Website for more details on operating times. We may change our security procedures at any time and we will tell you of any new procedures that apply to you as soon as possible.
3. Restrictions on services provided
There may be restrictions on the number of Transactions that you can enter into on any one day and also in terms of the total value of those Transactions when using an Electronic Service. Please refer to our Website for details of the limits imposed upon Transactions carried out through our Electronic Services.
4. Access requirements
You will be responsible for providing the System to enable you to use an Electronic Service.
5. Virus detection
You will be responsible for the installation and proper use of any virus detection/scanning program we require from time to time.
6. Use of information, data and software
In the event that you receive any data, information or software via an Electronic Service other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software.
7. Maintaining standards
When using an Electronic Service you must:
1.ensure that the System is maintained in good order and is suitable for use with such Electronic Service;
2.run such tests and provide such information to us as we shall reasonably consider necessary to establish that the System satisfies the requirements notified by us to you from time to time;
3.carry out virus checks on a regular basis;
4.inform us immediately of any unauthorised access to an Electronic Service or any unauthorised Transaction or instruction which you know of or suspect and, if within your control, cause such unauthorised use to cease; and
5.not at any time leave the terminal from which you have accessed such Electronic Service or let anyone else use the terminal until you have logged off such Electronic Service.
8. System defects
In the event you become aware of a material defect, malfunction or virus in the System or in an Electronic Service, you will immediately notify us of such defect, malfunction or virus and cease all use of such Electronic Service until you have received permission from us to resume use.
9. Intellectual Property
All rights in patents, copyrights, design rights, trade marks and any other intellectual property rights (whether registered or unregistered) relating to the Electronic Services remain vested in us or our licensors. You will not copy, interfere with, tamper with, alter, amend or modify the Electronic Services or any part or parts thereof unless expressly permitted by us in writing, reverse compile or disassemble the Electronic Services, nor purport to do any of the same or permit any of the same to be done, except in so far as such acts are expressly permitted by law. Any copies of the Electronic Services made in accordance with law are subject to the terms and conditions of this Agreement. You shall ensure that all the licensors trademarks and copyright and restricted rights notices are reproduced on these copies. You shall maintain an up-to-date written record of the number of copies of the Electronic Services made by you. If we so request, you shall as soon as reasonably practical, provide to us a statement of the number and whereabouts of copies of the Electronic Services.
10. Liability and Indemnity
Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.
1. System errors
We shall have no liability to you for damage which you may suffer as a result of transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, internet malfunctions, interruptions or other deficiencies on the part of internet service providers. You acknowledge that access to Electronic Services may be limited or unavailable due to such system errors, and that we reserve the right upon notice to suspend access to Electronic Services for this reason.
2.Delays
Neither we nor any third party software provider accepts any liability in respect of any delays, inaccuracies, errors or omissions in any data provided to you in connection with an Electronic Service.
3.Viruses from an Electronic Service
We shall have no liability to you (whether in contract or in tort, including negligence) in the event that any viruses, worms, software bombs or similar items are introduced into the System via an Electronic Service or any software provided by us to you in order to enable you to use the Electronic Service, provided that we have taken reasonable steps to prevent any such introduction.
4.Viruses from your System
You will ensure that no computer viruses, worms, software bombs or similar items are introduced into our computer system or network and will indemnify us on demand for any loss that we suffer arising as a result of any such introduction.
5. Unauthorised use
We shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the Electronic Service. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using an Electronic Service by using your designated passwords, whether or not you authorised such use.
6. Markets
We shall not be liable for any act taken by or on the instruction of an exchange, clearing house or regulatory body.
11. Suspension or permanent withdrawal with notice
We may suspend or permanently withdraw an Electronic Service, by giving you 24 hours written notice.
12. Immediate suspension or permanent withdrawal
We have the right, unilaterally and with immediate effect, to suspend or withdraw permanently your ability to use any Electronic Service, or any part thereof, without notice, where we consider it necessary or advisable to do so, for example due to your non-compliance with the Applicable Regulations, breach of any provisions of this Agreement, on the occurrence of an Event of Default, network problems, failure of power supply, for maintenance, or to protect you when there has been a breach of security. In addition, the use of an Electronic Service may be terminated automatically, upon the termination (for whatever reason) of:
1.any licence granted to us which relates to the Electronic Service; or
2.this Agreement.
13. Effects of termination
In the event of a termination of the use of an Electronic Service for any reason, upon request by us, you shall, at our option, return to us or destroy all hardware, software and documentation we have provided you in connection with such Electronic Service and any copies thereof.
7.CLIENT MONEY
1. Client Money
We treat money received from you or held by us on your behalf in accordance with the requirements of the Client Money Rules.
2. Interest
You, the client, acknowledge and confirm that no interest will be received on the balance of your account.
3. Overseas banks, intermediate broker, settlement agent or OTC counterparty
We may hold client money on your behalf outside the European Union. The legal and regulatory regime applying to any such bank or person will be different from that of Cyprus and EU and in the event of the insolvency or any other analogous proceedings in relation to that bank or person, your money may be treated differently from the treatment which would apply if the money was held with a bank in an account in Cyprus and EU. We will not be liable for the insolvency, acts or omissions of any third party referred to in this clause.
4. Unclaimed client money
You agree that we may cease to treat your money as client money if there has been no movement on your balance for six years. We shall write to you at your last known address informing you of our intention of no longer treating your balance as client money and giving you 28 days to make a claim.
8.MARGINING ARRANGEMENTS
1. Contingent liability
Where we effect or arrange a Transaction, you should note that, depending upon the nature of the Transaction, you may be liable to make further payments when the Transaction fails to be completed or upon the earlier settlement or closing out of your position. You may be required to make further variable payments by way of margin against the purchase price of the investment, instead of paying (or receiving) the whole purchase (or sale) price immediately. The movement in the market price of your investment will affect the amount of margin payment you will be required to make. We will monitor your margin requirements on a daily basis and we will inform you as soon as it is reasonably practicable of the amount of any margin payment required under this clause.
2. Margin call
You agree to pay us on demand such sums by way of margin as are required from time to time as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement.
3. Failure to meet margin call
Please note that in the event that you fail to meet a margin call, we may immediately close out the position.
4. Form of margin
Margin must be paid in cash in currency acceptable by us, as requested from time to time by Safecap Investments Limited. Cash Margin paid to us is held as client money in accordance with the requirements of the Client Money Rules. Margin deposits shall be made by wire transfer, credit card, e-wallet or by such other means as Safecap may direct.
5. Set-off on default
If there is an Event of Default or this Agreement terminates, we shall set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us). The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Clause 11 (Netting).
6. Further assurance
You agree to execute such further documents and to take such further steps as we may reasonably require to perfect our security interest over and obtain legal title to the Secured Obligations.
7. Negative pledge
You undertake neither to create nor to have outstanding any security interest whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held.
8. General lien
In addition and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all cash held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations.
9. Definition
“Secured Obligations” means the net obligation owed by you to us after the application of set-off under clause 8.5 (Set-off on default ).
9.REPRESENTATIONS, WARRANTIES AND COVENANTS
1. You represent and warrant to us on the date this Agreement comes into effect and as of the date of each Transaction that:
1.if you are a natural person, you are of legal age and you have full legal capacity to enter into this Agreement;
2. if you are not a natural person:
1.you are duly organized, constituted and validly existing under the applicable laws of the jurisdiction in which you are constituted;
2.execution and delivery of this Agreement, all Transactions and the performance of all obligations contemplated under this Agreement have been duly authorized by you; and
3.each natural person executing and delivering this Agreement on your behalf, entering Transactions and the performance of all obligations contemplated under this Agreement have been duly authorized by you,
3.you have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into and perform this Agreement and such Transaction and to grant the security interests and powers referred to in this Agreement;
4.the persons entering into this Agreement and each Transaction on your behalf have been duly authorised to do so;
5.this Agreement, each Transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;
6.no Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an Event of Default (a “Potential Event of Default”) has occurred and is continuing with respect to you or any Credit Support Provider;
7.you act as principal and sole beneficial owner (but not as trustee) in entering into this Agreement and each Transaction;
8.any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;
9. you are willing and financially able to sustain a total loss of funds resulting from Transactions and trading in such Transactions is a suitable investment for you; and
10.except as otherwise agreed by us, you are the sole beneficial owner of all margin you transfer under this Agreement, free and clear of any security interest whatsoever other than a lien routinely imposed on all securities in a clearing system in which such securities may be held.
2. Covenants:
You covenant to us:
1.you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations referred to in this clause;
2.you will promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself or any Credit Support Provider;
3.you will use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction, so far as they are applicable to you or us;
4.you will not send orders or otherwise take any action that could create a false impression of the demand or value for a financial instrument, or send orders which you have reason to believe are in breach of Applicable Regulations; and
5.upon demand, you will provide us with such information as we may reasonably require to evidence the matters referred to in this clause or to comply with any Applicable Regulations.
10.EVENTS OF DEFAULT
Events of Default
The following shall constitute Events of Default:
1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non-performance has been given by us to you;
2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals;
3. an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either:
1. has not been dismissed within five days of its institution or presentation; or
2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;
4. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible);
5. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “Credit Support Document”);
6. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given;
7.
1.any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document;
2.any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default;
3.any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; or
4.any event referred to in Clauses 10.2 to Clause 10.4 of this Clause 10.1 (Events of Default ) occurs in respect of any Credit Support Provider;
8.we consider it necessary or desirable for our own protection, or any action is taken or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement;
9.any event of default (however described) occurs in relation to you under any other agreement between us.
11.NETTING
1. Rights on Default
On the occurrence of an Event of Default, we may exercise our rights under this clause, except that in the case of the occurrence of any Event of Default specified in Clause 10.2 or Clause 10.3 of the definition of Events of Default (each a “Bankruptcy Default”), the automatic termination provision of this clause shall apply.
2. Liquidation Date
Subject to the following sub-clause, at any time following the occurrence of an Event of Default, we may, by notice to you, specify a date (the “Liquidation Date”) for the termination and liquidation of Transactions in accordance with this clause.
3. Automatic termination
The date of the occurrence of any Bankruptcy Default shall automatically constitute a Liquidation Date, without the need for any notice by us and the provisions of the following sub-clause shall then apply.
4. Calculation of Liquidation Amount
Upon the occurrence of a Liquidation Date:
1.neither of us shall be obliged to make any further payments or deliveries under any Transactions which would, but for this clause, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of the Liquidation Amount;
2.we shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting if appropriate), in respect of each Transaction referred to in Clause 11.4(a) the total cost, loss or, as the case may be, gain, in each case expressed in the Base Currency specified by us in writing or, failing any such specification, the lawful currency of the United States (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Agreement, of each payment or delivery which would otherwise have been required to be made under such Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant exchange as may be available on, or immediately preceding, the date of calculation); and
3.we shall treat each cost or loss to us, determined as above, as a positive amount and each gain by us, so determined, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in the Base Currency (the “Liquidation Amount”).
5. Payer
If the Liquidation Amount determined pursuant to this clause is a positive amount, you shall pay it to us and if it a negative amount, we shall pay it to you. We shall notify you of the Liquidation Amount, and by whom it is payable, immediately after the calculation of such amount.
6. Other transactions
Where termination and liquidation occurs in accordance with this clause, we shall also be entitled, at our discretion, to terminate and liquidate, in accordance with the provisions of this clause, any other transactions entered into between us which are then outstanding.
7. Payment
The Liquidation Amount shall be paid in the Base Currency by the close of business on the Business Day following the completion of the termination and liquidation under this clause (converted as required by applicable law into any other currency, any costs of such conversion to be borne by you, and (if applicable) deducted from any payment to you). Any Liquidation Amount not paid on the due date shall be treated as an unpaid such amount and bear interest, at the average rate at which overnight deposits in the currency of such payment are offered by major banks in the London interbank market as of 11.00 am (London time) (or, if no such rate is available, at such reasonable rate as we may select) plus one 1% per annum for each day for which such amount remains unpaid.
8. Base Currency
For the purposes of any calculation hereunder, we may convert amounts denominated in any other currency into the Base Currency at such rate prevailing at the time of the calculation as we shall reasonably select.
9. Payments
Unless a Liquidation Date has occurred or has been effectively set, we shall not be obliged to make any payment or delivery scheduled to be made by us under a Transaction for as long as an Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination hereunder, or any combination thereof) an Event of Default with respect to you has occurred and is continuing.
10. Additional rights
Our rights under this clause shall be in addition to, and not in limitation or exclusion of, any other rights which we may have (whether by agreement, operation of law or otherwise).
11. Application of netting to Transactions
This clause applies to each Transaction entered into or outstanding between us on or after the date this Agreement takes effect.
12. Single agreement
This Agreement, the particular terms applicable to each Transaction entered into under this Agreement, and all amendments to any of them shall together constitute a single agreement between us. We both acknowledge that all Transactions entered into on or after the date this Agreement takes effect are entered into in reliance upon the fact that the Agreement and all such terms constitute a single agreement between us.
12.RIGHTS ON DEFAULT
1. Default
On an Event of Default or at any time after we have determined, in our absolute discretion, that you have not performed (or we reasonably believe that you will not be able or willing in the future to perform) any of your obligations to us, in addition to any rights under the clause 11 (Netting) we shall be entitled, without prior notice to you:
1.instead of returning to you investments equivalent to those credited to your account, to pay to you the fair market value of such investments at the time we exercise such right, and/or
2.to sell such of your investments as are in our possession or in the possession of any nominee or third party appointed under or pursuant to this Agreement, in each case as we may in our absolute discretion select or and upon such terms as we may in our absolute discretion think fit (without being responsible for any loss or diminution in price) in order to realise funds sufficient to cover any amount due by you hereunder, and/or
3.to close out, replace or reverse any Transaction, buy, sell, borrow or lend or enter into any other Transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any of your contracts, positions or commitments.
13.TERMINATION WITHOUT DEFAULT
1. Termination
Unless required by Applicable Regulations, either party may terminate this Agreement (and the relationship between us) by giving ten days written notice of termination to the other. We may terminate this Agreement immediately if you fail to observe or perform any provision of this Agreement or in the event of your insolvency.
Upon terminating this Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation):
1.all outstanding fees, charges and commissions; and
2.any dealing expenses incurred by terminating this Agreement; and
3.any losses and expenses realised in closing out any Transactions or settling or concluding outstanding obligations incurred by us on your behalf.
2. Existing rights
Termination shall not affect then outstanding rights and obligations and Transactions which shall continue to be governed by this Agreement and the particular clauses agreed between us in relation to such Transactions until all obligations have been fully performed.
14.EXCLUSIONS, LIMITATIONS AND INDEMNITY
1. General Exclusion
Neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is a reasonably foreseeable consequence or arises directly from our or their respective gross negligence, wilful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence.
2. Tax implications
Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever.
3. Changes in the market
Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is effected.
4. Limitation of Liability
We shall not be liable to you for any partial or non- performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty or liability we may have to you under Applicable Regulations, which may not be excluded or restricted thereunder.
5. Responsibility for orders
You will be responsible for all orders entered on your behalf via an Electronic Service and you will be fully liable to us for the settlement of any Transaction arising from it.
6. Entire Agreement
You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement. We will not be liable to you (in equity, contract or tort) for a representation that is not set out in this Agreement and that is not fraudulent.
7. Indemnity
You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or as a result of any misrepresentation by you or any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.
15. MISCELLANEOUS
1. Amendments
We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will give at least ten business days written notice to you. Such amendment will become effective on the date specified in the notice. Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
2. Notices
Unless otherwise agreed, all notices, instructions and other communications to be given by us under this Agreement shall be given to the address or fax number provided by you to us. Likewise, all notices, instructions and other communications to be given by you under this Agreement shall be given to us in writing at the address below:
Our Details
Name: Safecap Investments Limited
Address: Treppides Tower, 6th floor; 9 Kafkasou Street
Aglantzia, P.C. 2112
Nicosia, Cyprus
Telephone No: 7-+357-2-203-0583
Fax No: +357-2-202-8469
Contact Name: Mr. Stelios Haralambous
You will notify us of any change of your address for the receipt of notices, instructions and other communications immediately.
3. Electronic Communications
Subject to Applicable Regulations, any communication between us using electronic signatures and any communications via our Website and/or Electronic Services shall be binding as if they were in writing. Orders or instructions given to you via e-mail or other electronic means will constitute evidence of the orders or instructions given.
4. Recording of calls
We may record telephone conversations without use of a warning tone to ensure that the material terms of the Transaction, and any other material information relating to the Transaction is promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the orders or instructions given.
5. Our records
Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
6. Your records
You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
7. Investor Compensation Fund
We participate in the Investor Compensation Fund for clients of Investment Firms regulated in the Republic of Cyprus. You will be entitled to compensation under the Investor Compensation Fund where we are unable to meet our duties and obligations arising from your claim.
Any compensation provided to you by the Investor Compensation Fund shall not exceed twenty thousand Euro (20.000), This applies to your aggregate claims against us.
8. Complaints procedure
We are obliged to put in place internal procedures for handling complaints fairly and promptly. You may submit a complaint to us, for example by letter, telephone, email, or in person. We will send you a written acknowledgement of your complaint promptly following receipt, enclosing details of our complaints procedures, including when and how you may be able to refer your complaint to the Cyprus Securities Exchange Commission (CySEC) which is the relevant regulatory body. Please contact us if you would like further details regarding our complaints procedures.
9. Third Party Rights
This Agreement shall be for the benefit of and binding upon us both and our respective successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause shall be void. You agree that we may without further notice to you and subject to Applicable Regulations, transfer by whatever means we consider appropriate all or any of our rights, benefits, obligations, risks and/or interests under this Agreement to any person who may enter into a contract with us in connection with such transfer and you agree that we may transfer to such person all information which we hold about you.
10. Time of essence
Time shall be of the essence in respect of all obligations of yours under this Agreement (including any Transaction).
11. Rights and remedies
The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.
12. Set-off
Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set off any amount (whether actual or contingent, present or future) owed by you to us against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes, we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
13. Partial invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
16. GOVERNING LAW AND JURISDICTION
1. Governing law
This Agreement shall be governed by and construed in accordance with Cyprus law.
2. Jurisdiction
Each of the parties irrevocably:
1.agrees for our benefit that the courts of Cyprus shall have jurisdiction to settle any suit, action or other proceedings relating to this Agreement (“Proceedings”) and irrevocably submits to the jurisdiction of such courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); and
2. waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.
3. Waiver of immunity and consent to enforcement
You irrevocably waive to the fullest extent permitted by applicable law, with respect to yourself and your revenue and assets (irrespective of their use or intended use) all immunity on the grounds of sovereignty or other similar grounds from suit; jurisdiction of any courts; relief by way of injunction, order for specific performance or for recovery of property; attachment of assets (whether before or after judgment); and execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agree that you will not claim any immunity in any Proceedings. You consent generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings, including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.
4. Service of process
If you are situated outside Cyprus, process by which any Proceedings in Cyprus are begun may be served on you by being delivered to the address in Cyprus nominated by you for this purpose. This does not affect our right to serve process in another manner permitted by law.
In consideration of Safecap Limited (“Safecap”) agreeing to enter into over-the-counter (“OTC”) contracts for differences (“CFDs”) and spot foreign exchange contracts (“Spot FX Contracts”) with the undersigned (hereinafter referred to as the “Customer”, “you”, “your”), Customer acknowledges, understands and agrees that:
1. Trading Is Very Speculative and Risky. Trading CFDs and Spot FX Contracts is highly speculative and is suitable only for those customers who (a) understand and are willing to assume the economic, legal and other risks involved, and (b) are financially able to assume losses significantly in excess of margin or deposits. Neither CFDs nor Spot FX Contracts are appropriate investments for retirement funds. Customer represents, warrants and agrees that Customer understands these risks, is willing and able, financially and otherwise, to assume the risks of trading CFDs and Spot FX Contracts and that the loss of Customer’s entire Account balance will not change Customer’s lifestyle.
2. High Leverage And Low Margin Can Lead To Quick Losses. A high degree of leverage is associated with both CFDs and Spot FX Contracts, which generally involves a small deposit relative to the size of the Transaction. This can be both advantageous and disadvantageous. A small price movement in your favour can provide a high return on the deposit, however, a small price movement against you may result in significant losses which could exceed the money placed on deposit. Such losses can occur quickly.
3. Margin Requirements. Customer must maintain the minimum margin requirement on their open positions at all times. It is Customer's responsibility to monitor his/her Account balance. Safecap has the right to liquidate any or all open positions whenever the minimum margin requirement is not maintained and this may result in Customer’s CFDs or Spot FX Contracts being closed at a loss for which you will be liable.
4. Cash Settlement. CFD and Spot FX Contracts can only be settled in cash.
5. Conflicts of Interest. Safecap is the counterparty to all Transactions entered into under the Customer Agreement and, as such, Safecap’s interests may be in conflict with yours. Our conflicts of interest policy is available at Safecap website.
6. OTC Transactions. When trading CFDs or Spot FX Contracts with us, such Transactions will not be executed on a recognized or designated investment exchange and are known as OTC transactions. All positions entered into with us must be closed with us and cannot be closed with any other entity. OTC transactions may involve greater risk than investing in on-exchange contracts because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an OTC transaction or to assess the exposure to risk. Bid Prices and Ask Prices need not be quoted by us, based on best execution policies applicable in the market. There is no central clearing and no guarantee by any other party of Safecap’s payment obligations to the Customer. Customer must look only to Safecap for performance of all contracts in Customer’s Account and for return of any Margin or collateral.
7. CFDs and Spot FX Contracts. Trading CFDs and Spot FX Contracts carries a high degree of risk. The gearing or leverage often obtainable in such trading means that a relatively small market movement can lead to a proportionately much larger movement in the value of your liability. You should be aware of the implications of this, in particular, the Margin requirements.
8. Prices, Margin And Valuations Are Set By Safecap And May Be Different From Prices Reported Elsewhere. Safecap will provide prices to be used in trading, valuation of Customer positions and determination of Margin requirements in accordance with its Trading Policies and Procedures and Market Information Sheets. The performance of your CFD or Spot FX Contract will depend on the prices set by Safecap and market fluctuations in the underlying asset to which your contract relates. Our prices for a given market are calculated by reference to the price of the relevant underlying asset which we obtain from third party external reference sources or exchanges. For our Spot FX Contracts, we obtain price data from wholesale market participants. Although Safecap expects that these prices will be reasonably related to prices available in the market, Safecap’s prices may vary from prices available to banks and other market participants. Safecap has considerable discretion in setting and collecting Margin. Safecap is authorized to convert funds in Customer’s Account for margin into and from such foreign currency at a rate of exchange determined by Safecap in its sole discretion on the basis of then-prevailing money market rates.
9. Extent of Losses. Where you short a market and the price rises, it is possible that the extent of your losses may not become clear until the position has been closed. You must undertake sufficient analysis prior to entering into a Transaction to ensure you are able to support the extent of the risk arising.
10. Rights to Underlying Assets. You have no rights or obligations in respect of the underlying instruments or assets relating to your CFDs or Spot FX Contracts.
11. Currency Risk. Where the CFD or Spot FX Contract is settled in a currency other than your base currency, the value of your return may be affected by its conversion into the base currency.
12. One Click Trading And Immediate Execution. Safecap’s Online Trading System provide immediate transmission of Customer’s Order once Customer enters the notional amount and clicks “Buy/Sell.” This means that there is no opportunity to review the Order after clicking “Buy/Sell” and Market Orders cannot be cancelled. This feature may be different from other trading systems you have used. Customer should utilize the Demo Trading System to become familiar with the Online Trading System before actually trading online with Safecap. Customer acknowledges and agrees that by using Safecap’s Online Trading System, Customer agrees to the one-click system and accepts the risk of this immediate transmission feature.
13. Telephone Orders And Immediate Execution. Market Orders executed through the Safecap Trading Desk are completed when the Safecap telephone operator says “deal” or “done” following Customer’s placing of an Order. Upon such confirmation of the telephone operator, Customer has bought or sold and cannot cancel the Market Order. By placing Market Orders through the Safecap Trading Desk, Customer agrees to such immediate execution and accepts the risk of this immediate execution feature.
14. Safecap Is Not An Adviser Or A Fiduciary To Customer. Where Safecap provides generic market recommendations, such generic recommendations do not constitute a personal recommendation or investment advice and have not considered any of your personal circumstances or your investment objectives, nor is it an offer to buy or sell, or the solicitation of an offer to buy or sell, any Foreign Exchange Contracts or Cross Currency Contracts. Each decision by Customer to enter into a CFD or Spot FX Contract with Safecap and each decision as to whether a transaction is appropriate or proper for Customer is an independent decision by Customer. Safecap is not acting as an advisor or serving as a fiduciary to Customer. Customer agrees that Safecap has no fiduciary duty to Customer and no liability in connection with and is not responsible for any liabilities, claims, damages, costs and expenses, including attorneys’ fees, incurred in connection with Customer following Safecap’s generic trading recommendations or taking or not taking any action based upon any generic recommendation or information provided by Safecap.In case Customer requires Safecap to provide with any investment advice, a separate agreement need to be signed between Safecap and the Customer in which the scope of the advice will be specifically defined.
15. Recommendations Are Not Guaranteed. The generic market recommendations provided by Safecap are based solely on the judgment of Safecap’s personnel and should be considered as such. Customer acknowledges that it enters into any Transactions relying on its own judgment. Any market recommendations provided are generic only and may or may not be consistent with the market positions or intentions of Safecap and/or its affiliates. The generic market recommendations of Safecap are based upon information believed to be reliable, but Safecap cannot and does not guarantee the accuracy or completeness thereof or represent that following such generic recommendations will reduce or eliminate the risk inherent in trading CFDS and/or Spot FX Contracts.
16. No Guarantees Of Profit. There are no guarantees of profit nor of avoiding losses when trading CFDs and Spot FX Contracts. Customer has received no such guarantees from Safecap or from any of its representatives. Customer is aware of the risks inherent in trading CFDs and Spot FX Contracts and is financially able to bear such risks and withstand any losses incurred.
17. Customer May Not Be Able To Close Open Positions. Due to market conditions which may cause any unusual market price fluctuations, or other circumstances Safecap may be unable to close out Customer’s position at the price specified by Customer and Customer agrees that Safecap will bear no liability for a failure to do so.
18. Internet Trading. When Customer trades online (via the internet), Safecap shall not be liable for any claims, losses, damages, costs or expenses, caused, directly or indirectly, by any malfunction or failure of any transmission, communication system, computer facility or trading software, whether belonging to Safecap, Customer, any exchange or any settlement or clearing system.
19. Telephone Orders. Safecap is not responsible for disruption, failure or malfunction of telephone facilities and does not guarantee its telephone availability. For the avoidance of doubt, Customer is aware that Safecap may not be reachable by telephone at all times.
20. Quoting Errors. Should a quoting error occur (including responses to Customer requests), Safecap is not liable for any resulting errors in Account balances and reserves the right to make necessary corrections or adjustments to the relevant Account. Any dispute arising from such quoting errors will be resolved on the basis of the fair market value, as determined by Safecap in its sole discretion and acting in good faith, of the relevant market at the time such an error occurred. In cases where the prevailing market represents prices different from the prices Safecap has posted on our screen, Safecap will attempt, on a best efforts basis, to execute Transactions on or close to the prevailing market prices. These prevailing market prices will be the prices, which are ultimately reflected on the Customer statements. This may or may not adversely affect the Customer’s realized and unrealized gains and losses.
21. Compensation. Safecap participates in the Investor Compensation Fund for clients of Investment Firms regulated in the Republic of Cyprus. Customers will be entitled to compensation under the Investor Compensation Fund where we are unable to meet our duties and obligations arising from your claim.
Any compensation provided to you by the Investor Compensation Fund shall not exceed twenty thousand Euro (20.000). This applies to your aggregate claims against us.
TRADING POLICIES AND PROCEDURES
1. INTRODUCTION
Safecap’s Trading Policies and Procedures are an integral part of your Customer Agreement. It is your responsibility to carefully read these Trading Policies and Procedures and to inform Safecap of any questions or objections that you may have regarding them before entering each and every Transaction. You agree, represent, warrant and certify that you understand and accept Safecap’s Trading Policies and Procedures, as set forth here and as may be amended from time to time by Safecap, in its sole discretion, and you agree to comply with Safecap’s Trading Policies and Procedures. Terms capitalized in these Trading Policies and Procedures are defined in the Glossary as found on Safecap website.
2. TRADING HOURS
All references to Safecap’s hours of trading are in Greenwich Mean Time (“GMT”) using 24-hour format. Safecap normally provides access for trading CFDs and Spot FX Contracts via the Website from 21:00 GMT on Sunday to 21:00 GMT on Friday. Please refer to our “Instruments Table” for additional information. Safecap reserves the right to suspend or modify its trading hours at any time and on such an event will inform Customers in advance on a best efforts basis of any changes in its trading hours. Following submission of an Order, it is the sole responsibility of Customer to remain available for Order and Fill confirmations, and other communications regarding Customer’s Account until all open Orders are completed. Thereafter, Customer must monitor Customer’s Account frequently when Customer has Open Positions in the Account.
3. BEST EXECUTION
Safecap is authorized and regulated by Cyprus Securities and Exchange Commission. We are required to take all reasonable steps to obtain the best possible result when executing client Orders. We are required to have an execution policy and to provide our clients with appropriate information in relation to our execution policy. Where you place Orders with us, the execution factors that we consider and their relative importance is as set out below:
1. Price. The relative importance we attach is “high”.
2. Speed. The relative importance we attach is “high”.
3. Likelihood of execution and settlement. The relative importance we attach is “high”.
4. Size. The relative importance we attach is “high”.
We are the principal to every Order you place with us and therefore we are the only execution venue.
4. ORDERS
1. Orders Placement. All Orders must be placed through the Safecap Online Trading System or by telephone to the Safecap Trading Desk. Telephone Orders are accepted in the sole discretion of Safecap.
2. Types of Orders Accepted. Some of the types of Orders Safecap accepts include, but are not limited to:
1. Good till Canceled (“GTC”) - An Order (other than a Market Order), that by its terms is effective until filled or canceled by Customer. GTC Orders do not automatically cancel at the end of the Business Day on which they are placed.
2. Limit - An Order (other than a Market Order) to buy or sell the identified market at a specified price. A Limit Order to buy generally will be executed when the Ask Price equals or falls below the Bid Price that you specify in the Limit Order. A Limit Order to sell generally will be executed when the Bid Price equals or exceeds the As Price that you specify in the Limit Order.
3.Market - An Order to buy or sell the identified market at the current market price that Safecap provides either via the Online Trading System or over the telephone through one of the dealers. An Order to buy is executed at the current market Ask Price and an Order to sell is executed at the current market Bid Price.
4. One Cancels the Other (“OCO”)- An Order that is linked to another Order. If one of the Orders is executed, the other will be automatically cancelled.
5. Stop Loss - A Stop Loss Order is an instruction to buy or sell a market at a price which is worse than the opening price of an open position (or worse than the prevailing price when applying the Stop Loss Order to an already open position). It can be used to help protect against losses. Please note that because of market gapping, the best available price that may be achieved could be materially different to the price set on the Stop Loss Order and as such, Stop Loss Orders are not guaranteed to take effect at the price for which they are set.
6.Trailing Stop - A Trailing Stop is the same as a Stop Loss Order with the only difference being that, instead of setting a price at which the Order is activated, the Trailing Stop Order is activated at a fixed distance from the market price. For example, if Customer has purchased a long open position and the market Ask Price increases, the Trailing Stop price will also increase and will trail behind the market Ask Price at the fixed distance set by Customer. If the market Ask Price then decreases, the Trailing Stop price will remain fixed at its last position and if the market Ask Price reaches the Trailing Stop price, the Order will be executed. Please note that because of market gapping, the best available price that may be achieved could be materially different to the price set on the Trailing Stop Order and as such, Trailing Stop Orders are not guaranteed to take effect at the fixed distance for which they are set.
3. One Click Order Entry/One Click Execution of Market Orders.
1. Electronic Order entry for Market Orders equals Order execution. To enter an online Order, Customer must access the Markets window, then click on “BUY/SELL” for the relevant market. A new window will appear in which the Customer enters the price and lot size. The Order is filled shortly after the Customer hits the OK button provided the Customer has sufficient funds in his Account. Orders may fail for several reasons including changing dealer prices, insufficient margin, unspecified lot size or unanticipated technical difficulties.
2. One-Click Trading. To use one-click trading, Customer must go to the “Settings” menu and choose “View and Edit”. Customer should check the “One-Click Trading” box. To enter an online Order with one-click trading, the Customer must access the Markets window and enter the price and lot size. The Order is filled shortly after the Customer clicks the BUY/SELL button provided the Customer has sufficient funds in his Account. Orders may fail for several reasons including changing dealer prices, insufficient margin, unspecified lot size or unanticipated technical difficulties. One-Click Trading can also be used when closing positions.
3.Immediate Execution of Orders Through the Safecap Trading Desk. Orders executed over the telephone with the Safecap Trading Desk are completed when the Safecap telephone operator says “deal” or “done.” At that point Customer has bought or sold and cannot cancel the Order. When placing Orders through the Safecap Trading Desk, Customer acknowledges and agrees to such immediate execution and accepts the risk of trading in this way.
4.Order Cancellation. Non-Market Orders may be cancelled via the Safecap Online Trading System. However, there is no guarantee that Customer will be able to cancel an Order before it has been executed and Safecap shall have no liability for any claims, losses, damages, costs or expenses, including legal fees, arising directly or indirectly out of the failure of such Order to be cancelled.
4. Terms of Acceptance for Orders - It is Customer’s sole responsibility to clearly indicate the terms of an Order when entered, whether it is a Market Order, Limit Order, Stop Loss Order or any other type of Order, including the relevant price and lot size. Customer acknowledges and agrees that, despite our best efforts, the price at which execution occurs may be materially different to the price specified in your Order. This may result from sudden price movements in the underlying market that are beyond our control. Safecap shall have no liability for failure to execute Orders. Safecap shall have the right, but not the obligation, to reject any Order in whole or in part prior to execution, or to cancel any Order, where Customer’s Account contains Margin that is insufficient to support the entire Order or where such Order is illegal or otherwise improper.
5. Confirmation of Execution - Transactions executed online will be confirmed online in the Open Positions window and Deal Blotter in the dealing console, which is updated online as each Transaction is executed. Telephone Orders are confirmed orally and online in the Deal Blotter and Open Positions window immediately once the Order is executed. Confirmation of execution and statements of Accounts for Customer shall be deemed correct, conclusive and binding upon Customer if not objected to immediately by email if Orders were placed through Safecap’s Online Trading System or by telephone to the Safecap Trading Desk if Orders were placed by telephone, and such objection must be confirmed in writing within five (5) days after the day on which such objection was first raised. In cases where the prevailing market represents prices different from the prices posted by Safecap, Safecap will attempt, on a best efforts basis and in good faith, to execute Market Orders on or close to the prevailing market prices. This may or may not adversely affect Customer’s Realized and Unrealized Gains and Losses.
5. CUSTOMER ACCOUNTS AND INITIAL DEPOSITS
1. Documents. Before you can place an Order with Safecap, you must read and accept the Customer Agreement, including the Risk Disclosure Statement and these Trading Policies and Procedures and all applicable addenda, you must deposit sufficient clear funds in your Account and your Customer Registration Form and all accompanying documents must be approved by Safecap. Upon the approval of your registration, you will be notified by e-mail. Safecap may, in its sole discretion, request that in addition to online acceptance of the Customer Agreement, Customer must complete and submit any signed documents so required by Safecap, including but not limited to the Customer Agreement and Risk Disclosure Statement.
2. Currency of Accounts. All Account balances will be calculated and reported only in U.S. Dollars.
6. MARGIN REQUIREMENTS
Customer shall provide and maintain Margin in accordance with the terms of the Customer Agreement to secure Customer’s obligations to Safecap. Margin includes Required Margin for Open Positions, which is based on (i) the Opening Margin Requirement; (ii) the Minimum Margin Requirement; (iii) the market value of Open Positions; and (iv) any additional amount as Safecap, in its sole discretion, believes is prudent to require. Customer must maintain the Minimum Margin Requirement on their Open Positions at all times. Safecap has the right to liquidate any or all Open Positions whenever the Minimum Margin Requirement is not maintained.
7. MARGIN CALLS
Safecap maintains the right to liquidate Customer positions as set out above and is under no obligation to make calls for margin. However, Customer will receive an automatic margin call notification when logged in to the Online Trading System if the Account Equity in the Online Trading System equals to or falls below 100% of the minimum margin needed to open the position(s) held (the minimum margin needed to open position(s) is referred to in the Online Trading System as ‘Used Margin’). In addition, Safecap may contact Customer and request that Customer deposit additional Collateral to secure Customer’s obligations to Safecap. Any call for additional margin without exercising the rights to liquidate Customer positions shall not be deemed precedent for future calls act as a waiver of liquidation rights by Safecap.
Safecap may allow the Customer to maintain Open Positions even if the Customer has not met one or more Margin payment which is/ are due, in Safecap’s sole discretion and upon approval by the Risk Committee.
8. LIQUIDATION LEVEL
Subject to all additional rights of Safecap under the Customer Agreement, in the event that the liquid funds in the Customer Account should, at any time equal or fall below 10% of the Used Margin for Customer’s Account in the aggregate, Safecap will have the right but not the obligation to close any part of or all of Customer’s Open Positions. Any failure by Safecap to enforce its rights hereunder shall not be deemed as a waiver of such rights by Safecap. Safecap may contact the Customer via the means designated by the Customer to make a call for Margin in order to secure Customer’s obligations to Safecap but is not obliged to do so. Any call for Margin without exercising the rights to liquidate Customer positions shall not be deemed a precedent for future conduct and Safecap maintains the right to liquidate Customer Positions without calling Margin.
9. WITHDRAWALS
Payments from a Customer Account require a withdrawal request form signed by all required account holders and submitted in writing to Safecap. The withdrawal process requires a minimum of three (3) Business Days from receipt of the withdrawal request to the issuance of payment. Safecap will transfer any funds owing to you to your nominated bank account. Only funds owing to you and not being utilized for margin purposes or any other obligations to Safecap may be withdrawn. If a withdrawal request is for funds in excess of those funds that are available for withdrawal, Safecap will not comply with the request and the Customer will be notified accordingly.
I / WE HAVE READ, UNDERSTOOD AND AGREE TO THE RISK DISCLOSURE STATEMENT AND THE TRADING POLICIES AND PROCEDURES SET OUT ABOVE
The protection of privacy and the safeguarding of our Clients’ personal and financial information is our highest priority.
Please view the following Privacy Statement which clearly explains how we, at Safecap Investments Limited (“Safecap”), collect, process, store and protect Client’s information
By opening an account, Client hereby gives Safecap its consent to such collection, processing, storage and use of personal information by Safecap as explained below.
The collection of personal information
Safecap collects the necessary information required to open, transact and safeguard your assets and your privacy and to provide you with the services you require. To this end, Safecap gathers information from you and may, in certain circumstances, gather information from relevant banks and/or credit agencies, and/or other sources which helps us profile your requirements and preferences and provide better services to you.
The information Safecap collects includes information required to communicate with and identify its Clients. Safecap may also collect certain demographic information, including, birth date, education, occupation, etc. Safecap also assesses trading related information.
Usage of personal information
Safecap uses personal information only as required to provide quality service and security to you. This information helps improve services, customize browsing experience and enables us to inform you of additional products, services or promotions relevant to you and the products and services you require and you consent to us using this data for such purposes.
If you do not want to receive information of this nature for any reason, please contact us at the following address: unsubscribe@finexo.com
Affiliates and Partners
Safecap may share information with affiliates in the event such information is reasonably required by such affiliate in order to provide the products or services to you. Safecap may share information with partners, affiliates and alliances in order to offer additional similar products and services that meet your needs and which are delivered in a manner that is useful and relevant only where you have authorized us to do so.
Non-affiliated third parties
Safecap does not sell, license, lease or otherwise disclose personal information to third parties, except as described in this Privacy Statement.
Safecap reserves the right to disclose personal information to third parties where required by law, regulatory, law enforcement or other government authority. Safecap may also disclose information as necessary to credit reporting or collection agencies as reasonably required in order to provide the services to you.
To help us improve our services, Safecap may engage third parties to help carry out certain internal functions such as account processing, fulfillment, client service, client satisfaction surveys or other data collection activities relevant to our business. Use of the shared information is strictly limited to the performance of the above and is not permitted for any other purpose. All third parties with which Safecap shares personal information are required to protect such personal information in accordance with all relevant legislation and in a manner similar to the way Safecap protects the same. Safecap will not share personal information with third parties which it considers will not afford its Clients the required level of protection.
Where you have been introduced to us by a business introducer (“Business Introducer”), such Business Introducer may have access to your information. You hereby unambiguously and unequivocally consent to the sharing of information with such Business Introducer.
You acknowledge that in order to provide services to you, it may be necessary for information to be transferred outside of the European Economic Area and you consent to such transfer.
Restriction of responsibility
Safecap is not responsible for the privacy policies or the content of sites Finexo.com links to and has no control of the use or protection of information provided by Client or collected by those sites. Whenever Client elects to link to a co-branded web site or to a linked web site, Client may be asked to provide registration or other information. Please note that such information is recorded by a third party and will be governed by the privacy policy of that third party.
Use of "COOKIES"
Safecap uses cookies to secure your trading activities and to enhance the performance of the Finexo.com web site. Cookies used by Safecap do not contain personal information or other sensitive information.
Safecap may share web site usage statistics with reputable advertising companies and with its affiliated marketing companies. The information collected by the advertising company is not personally identifiable.
To administer and improve the Finexo.com web site, Safecap may use third parties to track and analyze usage and statistical volume information. The third party may use cookies to track behavior and may set cookies on Safecap’s behalf. These cookies do not contain any personally identifiable information.
Privacy Statement Updates
From time to time, Safecap may update this Privacy Statement. In the event Safecap materially changes this Privacy Statement including how we collect, process or use your personal information, the revised Privacy Statement will be posted to the web site. Client agrees to accept posting of a revised Privacy Statement electronically on the web site as actual notice to Client. Any dispute over our Privacy Statement is subject to this notice and our Customer Agreement. Safecap encourages Client to periodically check back and review this policy so that Client always will know what information Safecap collects, how Safecap uses it, and to whom Safecap may disclose it.
Bonus Terms
1) This special offer is only available to new Finexo's customers.
2) This special offer is available for new deposits only. Customers who have opened an account yet have not made any deposits into their account are eligible for the bonus.
3) In order to participate, this offer requires a minimum deposit amount of $100.
4) A maximum of $500 bonus will be awarded within the framework of this special offer.
5) The Holiday Bonus is available for all Finexo's customers as from December 1st-31st (one bonus per customer). In order to participate, the Holiday Bonus requires a minimum deposit of $1000.
6) The bonus is awarded only for the purpose of trading Forex, for funds which remains in the account.
7) The customer can withdraw the bonus only after conducting trades of more than 5000 times the initial deposit value + bonus (for example: $100 + $50 = 150 x 5000) within his/her account (including leverage trading)
8) The bonus will be deposited into the customer’s account after the deposit transaction has cleared.
9) The promotion is effective only for deposits made using Click and Buy, Paypal, Neteller, Liberty Reserve and MoneyBookers.
10) Finexo reserves the right to terminate all transactions related to this offer, at any time, without giving prior notice.
11) If the customer will decide to withdraw at least 25% of the deposit which was made in order to qualify for the bonus, it will result in the cancellation and immediate withdrawal of the bonus without warning.
12) This offer is valid only once per customer.
13) This offer cannot be combined with any other offer, discount, rebate or bonus. By accepting this offer, you agree to forfeit any other promotion, sponsored by BTrader or any of its subsidiaries, partners or affiliates.
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Refer-A-Friend Terms & Conditions
Get $75 bonus for each depositing account
1) This special offer is only available to Finexo customers.
2) This special offer will award customers $75(USD) for each new account that is opened based on their referral.
3) A new account is defined as a new account that has a minimum of $100 worth of funds deposited into it and conducts trades of more than 5000 times the initial deposit + welcome bonus. Deposits that are withdrawn immediately will not qualify as a new account for the purpose of this bonus.
4) This offer is not limited to a maximum award. Customers can receive $75(USD) for every bona fide referral.
5) The bonus is awarded only for the purpose of trading Forex.
6) The bonus will be deposited into the customer’s account only after the referral completes the fifth trade. The bonus will be deposited directly into your trading account.
7) Finexo reserves the right to terminate all transactions related to this offer, at any time, without giving prior notice.
8) This offer is valid only once for each unique referral, a unique referral is defined as a trader who is currently NOT a Finexo customer already. Referrals who have accounts, or had accounts with Finexo in the past year, will not count as a unique referral.
9) This offer cannot be combined with any other offer, discount, rebate or bonus regarding referring new customers. By accepting this offer, you agree to forfeit any other promotion, sponsored by Finexo or any of its subsidiaries, partners or affiliates.
10) Finexo will never share information about our customers or their referrals with anyone.
11) Finexo will only use the information provided on the referral form for the purpose of soliciting new business based on your recommendation.
12) Finexo reserves the right to add referrals email address to its database for the purpose of sending marketing materials regarding the Forex industry and general financial information.
13) Finexo will never sell customer information to anyone, all customers and referrals are governed by Finexo’s general terms of service and website terms and conditions.