2. Scope of Agreement & Services
3. Conflicts of Interest
4. Quotes & Prices
5. Execution of Transactions
6. Electronic Trading Terms
8. Manifest Error
10. Margin & Collateral
11. Commissions, Fees & Charges
13. Default & Default Remedies
14. Client Money
15. Indemnity and liability
16. Representations & Warranties
17. Market Abuse & Prohibited Trading Techniques
18. Force Majeure Events
19. Amendment, Termination and Liquidation of Accounts
20. Queries, Complaints and Disputes
21. Governing Law
22. Personal Data & Privacy
24. Definitions & Interpretation
a) Lead Capital Markets Limited (‘we’, ‘us’, ‘our’, ‘ours’, ‘ourselves’ and ‘Company’ as appropriate), is authorised and regulated by the Cyprus Securities & Exchange Commission, (‘CySEC’) (license number 227/14) for the conduct of investment and ancillary services. The Company may be contacted at 9 Kafkasou Street, Treppides Tower, 5th Floor, 2112 Nicosia, Cyprus, telephone: + 357 22 418 218, email: firstname.lastname@example.org.
c) Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under the Markets in Financial Instruments Directive (MiFID) and the Cyprus Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007, together the ‘Directives’) or CySEC Directives and Circulars (‘Guidelines’, ‘Provisions’) and in the event that there is any conflict between this Agreement and the CySEC Guidelines, the CySEC Guidelines will prevail.
d) This Agreement will come into effect on the date we open your account, and, for any new versions thereafter, on the date we notify you. This Agreement is supplied to you in English, which is the Company’s official language, and we will communicate with you in English for the duration of this Agreement.
e) In this Agreement, all capitalised words and expressions have the meanings set out in Term 24, Definitions & Interpretation.
2. Scope of Agreement & Services
a) This Agreement sets out the basis on which we will enter into Transactions with you and governs each Transaction entered into or outstanding between you and us on or after this Agreement comes into effect. Trading CFDs carries a high level of risk and can result in losses that may exceed your initial deposit. Our trading service is not suitable for everyone. A full explanation of the risks associated with trading CFDs is set out in the Risk Disclosure Statement and you should ensure that you carefully read and fully understand such risks before entering into this Agreement with us.
b) We shall act either as agent or as matched principal and will deal with you on an execution-only basis at all times (meaning that we will not provide you with advice in relation to your Transactions). We shall treat you as a Retail Client subject to the following:
a) if you satisfy the definition of Professional Client or Eligible Counterparty, we shall notify you that we wish to treat you as such; and
b) you may request a different client categorisation from the one we have allocated to you and we reserve the right to decline such a request. If you do request a different categorisation and we agree to such a request, the protection afforded by certain CySEC Guidelines will be reduced.
c) If we elect to treat you, or you request to be treated, as a Professional Client or an Eligible Counterparty, we will provide you with full details of any limitations to the level of regulatory protection that such a different categorisation would entail.
c) You will act as principal and not as agent on behalf of someone else. This means that you may not enter into Transactions on behalf of other parties without our express consent. If you act as an agent, we will not accept your principal as a client unless otherwise agreed in writing.
d) We deal on an execution-only basis and shall not advise you in connection with any aspect of the placing of your orders or execution of trades. You agree that, unless otherwise provided in this Agreement, we are under no obligation:
a) to satisfy ourselves as to the suitability of any Transaction for you;
b) to monitor or advise you on the status of any Transaction;
c) to make Margin calls; or
d) to close any Transaction that you have opened, notwithstanding that we may have previously taken such similar action in relation to that Transaction or any other.
2.1. Where dealings between you and us are on an execution-only basis you will not be entitled to ask us to provide you with investment advice relating to any Transaction or make any statement of opinion to encourage you to open a particular Transaction. We may, at our absolute discretion, provide information:
a) in relation to any Transaction about which you have enquired, particularly regarding procedures and risks attaching to that Transaction and ways of minimising risk; and
b) by way of factual market information,
however, we will be under no obligation to disclose such information to you and in the event of us supplying such information it will under no circumstances constitute investment advice. If, notwithstanding the fact that dealings between you and us are on an execution-only basis, a person employed by us nevertheless makes a statement of opinion (whether in response to your request or otherwise) regarding any Instrument, you agree that it is not reasonable for you to, nor will you be entitled to, rely on such statement and that it will not constitute investment advice.
2.2. In the event that we have agreed in writing that dealings between you and us are on an advisory basis, any investment advice we may provide to you will be subject to our Investment Advisory Services Agreement.
2.3. Notwithstanding Term 2.2, you agree that in respect of execution-only dealing you rely entirely on your own judgement in opening, closing, or refraining from opening or closing a Transaction with us and that in respect of both execution only and advisory dealing we will not, in the absence of fraud, wilful default or negligence be liable for any losses (including, without limitation, indirect or consequential losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from any inaccuracy or mistake in any information or advice, or unsuitability of any advice, given to you, including without limitation, information or advice relating to any of your Transactions with us.
You acknowledge and agree that if, in any given circumstance, we do not positively offer any advice or recommend that you take any action in relation to any Transaction, that does not imply that we are advising you not to take such action (or any action at all) in relation to that Transaction. Subject to our right to void or close any Transaction in the specific circumstances set out in this Agreement, any Transaction opened by you following such inaccuracy or mistake will nonetheless remain valid and binding in all respects on both you and us. Without detracting from any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any losses that you may suffer in connection with any advice given by us regarding a Transaction will be limited to three times the amount of Commission or Spread payable in respect of that Transaction.
2.4. You acknowledge that information contained in the Assets Section is indicative only and may, at the time when you open or close a Transaction, has become inaccurate. The current Assets Section will be the version then displayed on our website(s), which may be updated from time to time.
2.5. Before you begin to trade with us, we will take all reasonable steps to provide you with a clear explanation of all commissions, spreads, fees, funding and other charges for which you will be liable. These charges will affect your trading net profits (if any) or increase your losses.
2.6. We reserve the right to require you to pay, or reimburse us for any taxes or duties in the event of a change in the basis of duties or tax legislation. We also reserve the right to charge you for the provision by us to you of market data in specific circumstances.
2.7. This Agreement is a distance contract, it is amongst others, governed by the Distance Marketing of Consumer Financial Services Law N.242(I)/2004 implementing the EU Directive 2002/65/EC, under which signing the Agreement is not required and the Agreement has the same judicial power and rights as a regularly signed one.
2.8. We will take all reasonable steps to provide you with best execution in accordance with the CySEC Guidelines and our Best Execution Policy when we execute Transactions on your behalf. The arrangements we put in place to give you best execution are detailed in our Best Execution Policy. Our Best Execution Policy is available on our website or by post on request. Unless you notify us to the contrary, you will be deemed to consent to our Best Execution Policy along with all other relevant policies when this Agreement comes into effect. If you do not consent, we reserve the right to refuse to provide our services to you.
2.9. We offer different types of accounts with different characteristics and features. Depending on your knowledge and experience and the type of Transactions you generally place with us, some of these account types may not be available to you. We reserve the right to convert your account, after providing you with a prior written notice to that effect, into a different account type if, acting reasonably, we determine that a different type of account is more appropriate for you. We also reserve the right to change the features and eligibility criteria of our accounts at any time and we will provide prior notification of such changes on our website, by email or on our Electronic Trading Service.
3. Conflicts of Interest
3.1. You acknowledge that we and our Associated Companies provide a diverse range of financial services to a broad range of clients and circumstances may arise in which we, our Associated Companies, or a Relevant Person may have a material interest in a Transaction with or for you or where a conflict of interest may arise between your interests and those of other clients or counterparties or of ourselves.
3.2. We are required by law to take all reasonable steps to identify conflicts of interests between ourselves, our Associated Companies and Relevant Persons and our clients, or between one client and another, that arise in the course of providing our investment services.
The following are examples of such material interests and conflicts of interests:
i). We may effect or arrange for the effecting of a Transaction with you or on your behalf in connection with which we, our Associated Companies, or a Relevant Person may have other direct or indirect material interests;
ii). We may execute hedging transactions prior to (i.e. in anticipation of) or following receipt from you of a request, or information concerning a contemplated request, to open or close a Transaction in order to manage our risk in relation to Transaction(s) you are entering into or contemplating, all of which may impact on the price you pay or receive in relation to such Transaction(s), and any profits generated by such hedging may be retained by us or an Associated Company without reference to you;
iii). We may match your Transaction with that of another client by acting on its behalf as well as yours;
iv). Subject to the CySEC Guidelines, we may pay to and accept from third parties (and not be liable to account to you) benefits, commissions and/or remunerations which are paid or received as a result of Transactions conducted by you. Furthermore, we may also compensate other clients who you have elected to follow and/or copy;
v). We may make a market in Transactions which you enter into under this Agreement;
vi). We may deal in the Underlying Market to which your Transactions relate as principal for our own account or that of someone else; We may give investment advice or provide other services to another client about or concerning the Underlying Market in relation to which you enter a Transaction.
3.3. We operate a policy of independence which requires our employees to act in your best interests and to disregard any conflicts of interests in providing our services to you. In addition, we have in place organisational and administrative controls to manage the conflicts of interests identified above, such that we can be reasonably confident that risks of damage to clients as a result of any conflict will be prevented. These organisational and administrative controls are set out in our Conflicts of Interest Policy which is available to you on our website or by post on request. Our Conflicts of Interests Policy is a Policy, is NOT part of this Agreement and is not intended to be legally binding or to impose any obligations on us which we would not otherwise have per the Directives.
3.4. Other than the general circumstances set out in Term 3(2) above, we are not under an obligation to disclose that we, our Associated Companies or Relevant Persons have a material interest in a particular Transaction with or for you, or that in a particular circumstance a conflict of interest exists, provided we have managed such conflicts in accordance with our Conflicts of Interest Policy. Where we do not consider that the arrangements under our Conflicts of Interest Policy are sufficient to manage any particular conflict, we will inform you of the nature of the conflict so that you can decide how to proceed. We are not under any obligation to account to you for any profit, commission or remuneration made or received from or by reason of Transactions or circumstances in which we, our Associated Companies or a Relevant Person has a material interest or where in particular circumstances a conflict of interest may exist.
3.5. You acknowledge that you are aware of the possibility that the conflicts disclosed in this Term 3 will arise and consent to us acting notwithstanding such conflict.
4. Quotes & Prices
4.1. Upon your request, in accordance with Terms 4(2) and 4(3), we will quote a higher and lower figure for each Transaction (‘our bid and offer prices’).
We will charge you for opening and closing a Transaction as follows:
a). The difference between our bid and offer price will comprise the Market Spread (where there is an Underlying Market) and our Spread (being our charge to you); and, unless we notify you in writing to the contrary, you will not be charged any additional Commission.
You acknowledge that our Spreads, can widen significantly in some circumstances, that they may not be the same size as the examples given in the Assets Section of our website and that there is no limit on how large they may be. You acknowledge that when you close a Transaction, the Spread may be larger or smaller than the Spread when the Transaction was opened. For Transactions transacted when the Underlying Market is closed or in respect of which there is no Underlying Market, the figures that we quote will reflect what we believe the market price in an Instrument is at that time. You acknowledge that such figures will be set by us at our reasonable discretion. The Spread quoted by us will reflect our view of prevailing market conditions.
You may request a quote to open a Transaction or to close all or any part of a Transaction at any time during our normal hours of trading for the Instrument in respect of which you wish to open or close the Transaction. Outside those hours, we will be under no obligation to but may, at our absolute discretion, provide a quote and accept and act on your offer to open or close a Transaction. We may notify you of certain Instruments in respect of which we will not quote, restrictions on the amount for which we will quote, or other conditions that may apply to our quote, but any such notification will not be binding on us.
4.2. If we choose to provide a quote, we may provide a quote electronically via our Electronic Trading Services or by such other means as we may from time to time notify to you. Our quoting of a higher and lower figure for each Instrument (whether by telephone, Electronic Trading Service, or otherwise) does not constitute an offer to open or close a Transaction at those levels. A Transaction will be initiated by you offering to open or close a Transaction in respect of a specified Instrument at the level quoted by us. We may, acting reasonably, accept or reject your offer at any time until the Transaction has been executed or we have acknowledged that your offer has been withdrawn. A Transaction will be opened or, as the case may be, closed only when your offer has been received and accepted by us. Our acceptance of an offer to open or close a Transaction, and thus the execution of the Transaction, will be evidenced by our confirmation of its terms to you.
4.3. If we become aware that any of the factors set out in Term 4(5) are not satisfied at the time you offer to open or close a Transaction, we reserve the right to reject your offer at the level quoted. If we have, nevertheless, already opened or closed a Transaction prior to becoming aware that a factor set out in Term 4(5) has not been met we may, at our discretion, either treat such a Transaction as void from the outset or close it at our then prevailing price. However, we may allow you to open or, as the case may be, close the Transaction in which case you will be bound by the opening or closing of such Transaction, notwithstanding that the factors in Term 4(5) were not satisfied.
4.4. The factors referred to in Term 4(4) include, but are not limited to, the following:
a). the quote must be obtained from us as set out in Term 4(3);
b). the quote must not be expressed as being given on an ‘indicative only’ or similar basis;
c). if you obtain the quote by telephone, it must be given by a person who is a dealer employed by us and your offer to open or close the Transaction must be given during the same telephone conversation in which you obtained the quote and the dealer giving the quote must not have informed you before you make the offer to open or close the Transaction and that offer has been confirmed as accepted by us that the quote is no longer valid;
d). if you obtain the quote electronically via our Electronic Trading Services, your offer to open or close the Transaction, and our acceptance of your offer, must be given while the quote is still valid;
e). the quote must not be Manifestly Erroneous;
f). when you offer to open a Transaction, the number of shares, contracts or other units in respect of which the Transaction is to be opened must be neither smaller than the Minimum Size nor larger than the Normal Market Size;
g). when you offer to close part but not all of an open Transaction both the part of the Transaction that you offer to close and the part that would remain open if we accepted your offer must not be smaller than the Minimum Size;
h). a Force Majeure event must not have occurred;
i). when you offer to open a Transaction an Event of Default must not have occurred in respect of you, nor must you have acted in such a way as to trigger an Event of Default;
j). the telephone or Electronic Conversation in which you offer to open or close the Transaction must not be terminated before we have received and accepted your offer;
k). when you offer to open or close any Transaction, the opening of the Transaction must not result in your exceeding any credit or other limit placed on your dealings.
4.5. We reserve the right to refuse any offer to open or close a Transaction larger than the Normal Market Size. Our quotation for a Transaction equal to or greater than Normal Market Size is not guaranteed to be within any specific percentage of any Underlying Market or related market quotation and our acceptance of your offer may be subject to special conditions and requirements that we will advise to you at the time we accept your offer. We will inform you of the Normal Market Size for a particular Instrument on request.
4.6. If, before your offer to open or close a Transaction is accepted by us, our quote moves to your advantage (for example, if the price goes down as you buy or the price goes up as you sell) you agree that we may (but do not have to) pass such price improvement on to you. The effect of such action being that the level at which you offer to open or close a Transaction will, upon acceptance by us, be altered to the more favourable price. You acknowledge that it is in your best interests for us to alter the level of your offer in the manner contemplated in this Term and you agree that any offer altered in accordance with this Term, once accepted by us, results in a fully binding agreement between us. It is at our complete discretion as to when we will pass on a price improvement to you, but you should note that we will generally only pass on a price improvement when the market you are trading is volatile. You should also note that we will only pass on a price improvement within allowable limits, and we reserve our right set out in Term 4(3) to reject any offer by you to open or close a Transaction. For the avoidance of doubt, this Term does not permit us to alter your offer price if to do so would result in your opening or closing (as the case may be) a Transaction at a less favourable price than your offer.
5. Execution of Transactions
We offer reception and transmission dealing services to you in relation to transactions in respect of Over-The-Counter (‘OTC’) traded instruments, such as Contracts for Differences (CFDs) on currencies, stocks, indices, precious metals or any other financial instruments or commodities available for trading from time to time via our Electronic Trading Service and such additional services as we may agree from time to time in writing.
5.1. Opening a Transaction
You will open a Transaction by ‘buying’ or ‘selling’. In this Agreement a Transaction that is opened by ‘buying’ is referred to as a ‘Buy’ and may also, in our dealings with you, be referred to as ‘long’" or ‘long position’; a Transaction that is opened by ‘selling’ is referred to as a ‘Sell’ and may also, in our dealings with you, be referred to as ‘short’ or ‘short position’.
a). When you open a Buy, the Opening Level will be the higher figure quoted by us for the Transaction and when you open a Sell, the Opening Level will be the lower figure quoted by us for the Transaction.
b). A Transaction must always be made for a specified number of lots, contracts or other units that constitute the underlying Instrument.
c). Each Transaction opened by you will be binding on you notwithstanding that by opening the Transaction you may have exceeded any credit or other limit applicable to you or in respect of your dealings with us.
5.2. Closing a Transaction
a). Undated Transactions
i). Subject to this Agreement you may close an open Undated Transaction or any part of such open Undated Transaction at any time.
ii). When you close an Undated Transaction, the Closing Level will be, if you are closing an Undated Buy Transaction, the lower figure quoted by us and if you are closing an Undated Sell Transaction, the higher figure quoted by us.
b). Expiry Transactions
i). Subject to this Agreement you may close an open Expiry Transaction or any part of such open Expiry Transaction at any time prior to the Last Dealing Time for that Instrument.
ii). Details of the applicable Last Dealing Time for each Instrument will normally be available to you and may be obtained from us on request. It is your responsibility to make yourself aware of the Last Dealing Time or, as the case may be, the expiry time for a particular product.
iii). When you close an Expiry Transaction prior to the Last Dealing Time for the Instrument, the Closing Level will, if the Transaction is a Buy, be the lower figure then quoted by us and if the Transaction is a Sell, the higher figure then quoted by us.
iv). If you do not close an Expiry Transaction in respect of an Instrument on or before the Last Dealing Time then, subject to 5.2(b)(v), we will close your Expiry Transaction as soon as we have ascertained the Closing Level of the Expiry Transaction. You acknowledge that it is your responsibility to make yourself aware of the Last Dealing Time and of any Spread that we may apply when you close an Expiry Transaction.
v). We may accept standing instructions from you to automatically roll over all of your Expiry Transaction(s) to the next contract period, so that they do not automatically expire. Alternatively, you may ask that we accept roll instructions in respect of a specific Expiry Transaction. You acknowledge that it is your responsibility to make yourself aware of the next applicable contract period for a Transaction and that effecting the rollover of a Transaction may result in you incurring losses on your account. Any agreement as to roll over is entirely at our discretion and we reserve the right to refuse to rollover a Transaction or Transactions, despite any instruction you have given us, if we determine, acting reasonably, that to effect a rollover would result in you exceeding any credit or other limit placed on your dealings with us. Where we do effect a rollover, the original Expiry Transaction will be closed at or just prior to the Last Dealing Time and become due for settlement and a new Expiry Transaction will be created; such closing and opening trades will be on our normal terms.
6. Electronic Trading Terms
6.1. You represent and warrant that you are aware of all Applicable Regulations that apply to Electronic Trading Services that you use and that your use of the Electronic Trading Services will comply with all Applicable Regulations and this Agreement as amended from time to time.
6.2. We have no obligation to accept, or to execute or cancel, all or any part of a Transaction that you seek to execute or cancel through an Electronic Trading Service. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by us, and we may execute any Transaction on the terms actually received by us.
6.3. You authorise us to act on any instruction given or appearing to be given by you in relation to any Electronic Trading Service you use (‘Instruction’). We are not obliged to act on any Instruction, or to execute or otherwise enter into any particular Transaction, and need not give any reasons for declining to do so. You will be responsible for the genuineness and accuracy, both as to content and form, of any Instruction received by us. You acknowledge that in the event of Manifestly Erroneous prices or volumes we will have a right to void the Transaction and such a Transaction will not be binding on us.
6.4. You acknowledge we have the right, unilaterally and with immediate effect, to suspend or terminate (at any time, with or without cause or prior notice) all or any part of any Electronic Trading Service, or your access to any Electronic Trading Service, to change the nature, composition or availability of any Electronic Trading Service, or to change the limits we set on the trading you may conduct through any Electronic Trading Service.
6.5. In accordance with Term 4, all prices shown on any Electronic Trading Service are indicative and are subject to constant change.
a). Use of any high speed or automated mass data entry system with any Electronic Trading Service will only be permitted with our prior written consent exercised in our sole discretion.
b). We shall not be liable for any claims, losses, damages, costs or expenses, including attorneys͛ fees, caused directly or indirectly, by any breakdown or failure of any transmission or communication system or computer facility belonging to us, nor for any loss, expense, cost or liability suffered or incurred by you as a result of Instructions being given, or any other communications being made, via the Internet. You will be solely responsible for all Orders, and for the accuracy of all information, sent via the Internet using your Access Codes. We will not execute an Order until we have confirmed the Order to you and transmission of an Order by itself shall not give rise to a binding Transaction and/or Contract between you and us.
c). There are inherent risks with the use of the mobile trading technology such as the duplication of Orders/Instructions, latency in the prices provided, and other issues that are a result of mobile connectivity. Prices displayed on our mobile platform are solely an indication of the executable rates and may NOT reflect the actual executed price of the Order. Our mobile feature utilizes public communication network circuits for the transmission of messages. We shall not be liable for any and all circumstances in which you experience a delay in price quote or an inability to trade caused by network circuit transmission problems or any other problems outside our direct control, which include but are not limited to the strength of the mobile signal, cellular latency, or any other issues that may arise between you and any internet service provider, phone service provider, or any other service provider. Some of the features available on our Online Trading Facility may not be available on our mobile feature.
d). You are obliged to keep your usernames and passwords secret and ensure that third parties do not obtain access to our Online Trading Facility. Without prejudice to any other provisions of this Agreement, you will be liable for all Transactions and/or Contracts executed by means of your Access Codes, even if such may be wrongful.
e). We shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of our Online Trading Facility. 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 our Online Trading Facility by using your designated Access Codes (usernames and/or passwords), whether or not you authorised such use.
f). You are responsible for providing the computer system(s) to enable you to access and/or use our Electronic Trading Facility and for making all appropriate arrangements with any telecommunications suppliers or, where access to our Electronic Trading Facility is provided through a third party server, any such third party, necessary in order to obtain access to our Online Trading Facility; neither we nor any company maintaining, operating, owning, licensing, or providing services to us in connection with, our Online Trading Facility makes any representation or warranty as to the availability, utility, suitability or otherwise of any such equipment, software or arrangements.
6.7. Use of Electronic Trading Services
a). Where we grant you access to an Electronic Trading Service we shall grant you, for the term of this Agreement, a personal, limited, non-exclusive, revocable, non-transferable and non-sub-licensable license to use the Electronic Trading Services pursuant to and in strict accordance with the Terms of this Agreement. We may provide certain portions of the Electronic Trading Services under license from third parties, and you will comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors.
b). We are providing the Electronic Trading Services to you only for your personal use and only for the purposes, and subject to the Terms of this Agreement.
c). You may not sell, lease, or provide, directly or indirectly, the Electronic Trading Services or any portion of the Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Electronic Trading Services are owned by us or by any applicable third party service providers selected by us providing us with all or part of the Electronic Trading Services, or providing you with access to the Electronic Trading Services, or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to the Electronic Trading Services, except those specifically set out in this Agreement. You will protect and not violate those proprietary rights in the Electronic Trading Services and honour and comply with our reasonable requests to protect our and our third party service providers’ contractual, statutory and common law rights in the Electronic Trading Services. If you become aware of any violation of our or our third party service providers’ proprietary rights in the Electronic Trading Services, you will notify us in writing immediately.
d). In the event that you receive any data, information or Software via an Electronic Trading 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.
e). For some Electronic Trading Services the software may be downloaded by you on one or more Systems but under no circumstances are you permitted to use the Electronic Trading Service on more than one System at any one time.
f). You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced into the System or Software you use to access our Electronic Trading Services.
g). We and our licensors (as the case may be) will retain the intellectual property rights in all elements of the Software and such software and databases contained within the Electronic Trading Services and you will not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
7.1. We may, at our absolute discretion, accept an "Order" from you. An Order is an offer to open or close a Transaction if our price moves to, or beyond, a level specified by you. Examples of such Orders are:
a). A Stop Order, which is in an instruction to deal if our quote becomes less favourable to you and which is generally used to provide some risk protection;
b). A Limit Order, which is an instruction to deal if our quote becomes more favourable to you;
c). A Market Order, which is an instruction to deal now in a specified size at the best available price for that size;
d). A Contingent Order, which refers to a pair of orders stipulating that if one order is executed, then the other order will be automatically entered into; and
e). A One Cancels the Other Order, which refers to a pair of orders stipulating that if one order is executed, then the other order will be automatically cancelled and which might be used to provide some risk protection.
You may specify that an Order is to apply:
i). until the next close of business day for the relevant Underlying Market (a "Day Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market.
ii). for an indefinite period (a "Good Till Cancelled Order" or "GTC Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market.
We may, at our absolute discretion, accept standing Orders that will apply for some other specified duration. We may act on any such Order irrespective of the length of time for which the specified level in relation to that order is reached or exceeded. For the avoidance of doubt, all unspecified orders will be treated as good until cancelled orders as that term is generally understood by the market.
7.2. If your Order is triggered, we will seek to open/close the Transaction to which your Order relates, acting in accordance with our duty of best execution. In the case of a Stop Order, we will seek to open/close a Transaction at a level that is the same (but may be worse) than your stop level; and in the case of a Limit Order, we will seek to open/close a Transaction at a level that is the same or better than your limit. You acknowledge and agree that the time and level at which Orders are executed will be determined by us, acting reasonably.
7.3. By using our Orders, you expressly acknowledge and agree that:
a). It is your responsibility to understand how an Order operates before you place any such Order with us and that you will not place an Order unless you fully understand the terms and conditions attached to such Order.
b). Whether or not we accept an Order is at our absolute discretion. Not all Orders are available on all Transactions, nor on all Electronic Trading Services.
c). When you place and we accept an Order you are trading with us as principal and not dealing on the Underlying Market.
d), The triggering of your Order is linked to our bid and offer prices, not the bid and offer prices on the Underlying Market. Our bid and offer prices may differ from the bid and offer prices in the Underlying Market. The effect of such is that (i) your Order may be triggered even though our bid, or offer as the case may be, moved to or through the level of your Order for only a short period; and (ii) the Underlying Market never traded at the level of your Order.
e). For the purposes of determining whether an Order has been triggered, we will be entitled (but not obliged), at our discretion, to disregard any prices quoted by us during any pre-market, post-market or intra-day auction periods in the relevant Underlying Market, during any intra- day or other period of suspension in the relevant Underlying Market, or during any other period that in our reasonable opinion may give rise to short-term price spikes or other distortions.
f). Following your Order being triggered, we do not guarantee that a Transaction will be opened/closed, nor do we guarantee that if opened/closed it will be done so at your specified stop level or limit.
g). We reserve the right both to work and to aggregate Orders. Working an Order may mean that your Order is executed in tranches at different prices, resulting in an aggregate opening or closing level for your Transaction that may differ both from your specified level and from the price that would have been attained if the Order had been executed in a single tranche. Aggregating an Order means that we combine your Order with the Orders of other clients of ours for execution as a single Order. We may do this only if we reasonably believe it is unlikely to work overall to the disadvantage of any client whose order is to be aggregated. However, the effect of aggregation may work to your disadvantage in relation to any particular Order. You acknowledge and agree that we shall not under any such circumstances have any liability to you as a result of any such working or aggregation of your Orders.
h). You accept that under certain trading conditions including but not limited to highly volatile markets it may be impossible for us to execute your transactions. Under such conditions we reserve the right to execute your orders at the next best price irrespective of the fact that this may be more or less favourable to you.
8. Manifest Error
8.1. We reserve the right to, without your consent, either void from the outset or amend the terms of any Transaction containing or based on any error that we reasonably believe to be obvious or palpable (a ‘Manifest Error’ or ‘Manifestly Erroneous Transaction’). If, in our discretion, we choose to amend the terms of any such Manifestly Erroneous Transaction, the amended level will be such level as we reasonably believe would have been fair at the time the Transaction was entered into. In deciding whether an error is a Manifest Error we shall act reasonably and we may take into account any relevant information including, without limitation, the state of the Underlying Market at the time of the error or any error in, or lack of clarity of, any information source or pronouncement upon which we base our quoted prices. Any financial commitment that you have entered into or refrained from entering into in reliance on a Transaction with us will not be taken into account in deciding whether or not there has been a Manifest Error.
8.2. In the absence of our fraud, wilful default or negligence, we will not be liable to you for any loss, cost, claim, demand or expense following a Manifest Error (including where the Manifest Error is made by any information source, commentator or official on whom we reasonably rely).
8.3. If a Manifest Error has occurred and we choose to exercise any of our rights under clause 8.1, and if you have received any monies from us in connection with the Manifest Error, you agree that those monies are due and payable to us and you agree to return an equal sum to us without delay.
9.1. An offer to open or close a Transaction (including an Order) must be made by you, or on your behalf: orally, by telephone; via our Electronic Trading Service; or in such other manner as we may specify from time to time. If your usual mode of communicating with us is unavailable for any reason, you should attempt to use one of the other modes of acceptable communication set out at the beginning of this paragraph. For example, if you usually open and close Transactions via our Electronic Trading Service, but for some reason our Electronic Trading Service is not in operation, you should contact us via the telephone to open or close Transactions. Written offers to open or close a Transaction, including offers sent by fax, email (including a secure email sent via our Electronic Trading Service) or text message, will not be accepted or be effective for the purposes of this Agreement. Any communication that is not an offer to open or close a Transaction must be made by you, or on your behalf: orally, by telephone or in person; in writing, by email, post, fax; or in such other manner as we may specify from time to time. If sent to us by post or by fax, a communication must be sent to our head office and, if sent to us by email, it must be sent to an email address currently designated by us for that particular purpose. Any such communication will only be deemed to have been received by us upon our actual receipt thereof.
9.2. We will generally not accept an offer to open or close a Transaction received other than in accordance with Term 9.1, but if we choose to do so we will not be responsible for any loss, damage or cost that you suffer or incur arising out of any error, delay or omission in acting on such offer, or failure to act upon such offer.
9.3. If at any time you are unable, for whatever reason, to communicate with us, we do not receive any communication sent by you, or you do not receive any communication sent by us under this Agreement, we will not:
a). be responsible for any loss, damage or cost caused to you by any act, error delay or omission resulting therefrom where such loss, damage or cost is a result of your inability to open a Transaction; and
b). except where your inability to communicate with us results from our fraud, wilful default or negligence, be responsible for any loss, damage or cost caused to you by any act, error, omission or delay resulting therefrom including without limitation, where such loss, damage or cost is a result of you inability to close a Transaction.
9.4. You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding on you, any communication (whether or not in writing) that we reasonably believe to have been transmitted by you. You acknowledge and agree that you are not under any circumstances to authorise any agent, intermediary or third party other than yourself to act on your behalf. You acknowledge and agree that we will rely on your account number and/or password to identify you and you agree that you will not disclose these details to any person not duly authorised by you. If you suspect that your account number and/or password has been learnt or may be used by any other person then you must notify us immediately.
9.5. You agree that we may record our telephone conversations with you. Such records will be our sole property and you accept that they will constitute evidence of the communications between us.
9.6 In accordance with the Guidelines, we will provide information about each Transaction that we open or, as the case may be, close for you by providing you with a Statement. Statements will be posted on our Electronic Trading Service and, if so requested by you also emailed or posted to you, on or before the Business day following the day on which the Transaction is opened, or as the case may be, closed. If you elect to receive your Statements by post, we reserve the right to levy an administration charge.
9.7. You will be deemed to have acknowledged and agreed with the content of any Statement that we make available to you unless you notify us to the contrary in writing within two Business days of the date on which you are deemed to have received it in accordance with Term 9.10 below.
9.8. Our failure to provide you with a Statement does not invalidate nor make voidable a Transaction that you and we have agreed and we have confirmed to you, provided however that in the event that you believe you have opened or closed a Transaction but we have not provided you with a Statement in respect of that Transaction, any query in relation to the purported Transaction will not be entertained unless: (i) you notify us that you have not received such Statement within two Business days of the date on which you ought to have received a Statement for the purported Transaction and (ii) you can provide accurate details of the time and date of the purported Transaction.
9.9. We may communicate with you by telephone, letter, fax, email or text message or by posting a message on our Electronic Trading Service and you consent to us telephoning you during normal business hours. We will use the address, fax number, text number, or email address specified on your account opening form or such other address or number as you may subsequently notify to us. Unless you expressly specify otherwise, you agree that we may send the following notices to you by email and/or by posting them on the Electronic Trading Service:
b). notice of an amendment to the way in which we provide our service to you, for example changes in the features of our Transactions, changes to the Electronic Trading Service and changes to the Margin rates that apply to our Transactions;
c). notice of an amendment to the Terms of this Agreement given in accordance with Term 19 (each a ‘Message’).
9.10. Any correspondence, documents, written notices, confirmations, Messages or Statements will be deemed to have been properly given:
a). if sent by post to the address last notified by you to us, on the next business day after being deposited in the post;
b). if delivered to the address last notified by you to us, immediately on being deposited at such address;
c). if sent by fax or text message, as soon as we have transmitted it to any of the fax or mobile telephone numbers last notified by you to us;
d). if sent by email, one hour after we have transmitted it to the email address last notified by you to us; and
e). if posted on our Electronic Trading Service, as soon as it has been posted.
9.11. It is your responsibility to ensure, at all times, that we have been notified of your current and correct address and contact details. Any change to your address or contact details must be notified to us immediately in writing, unless we agree to another form of communication.
9.12. We are required by law to provide you with certain information about us, our services, our Transactions, our costs and charges along with copies of our Best Execution Policy and Conflicts of Interests Policy. You specifically consent to us providing you with this information by means of our website. Costs and charges will be disclosed in our Assets Section. Our Best Execution Policy, Conflicts of Interest Policy and Risk Disclosure will be provided in the section of our website that allows you to apply for an account. Alternatively, details are available by calling our dealers.
9.13. It is your responsibility to make sure that you read all notices posted on our website and on our Electronic Trading Service from time to time in a timely manner.
9.14. Although email, the internet, Electronic Trading Services and other forms of electronic communication are often a reliable way to communicate, no electronic communication is entirely reliable or always available. You acknowledge and accept that a failure or delay by you to receive any communication from us sent by email, text message or otherwise whether due to mechanical, software, computer, telecommunications or other electronic systems failure, does not in any way invalidate or otherwise prejudice that communication or any transaction to which it relates. We will not be liable to you for any loss or damage, howsoever caused, arising directly or indirectly out of a failure or delay by you or us to receive an email or other electronic communication. Further, you understand and accept that emails, text messages and other electronic communications we send to you may not be encrypted and therefore may not be secure.
9.15. You acknowledge the inherent risk that communications by electronic means may not reach their intended destination or may do so later than intended for reasons outside our control. You accept this risk and agree that a failure or delay by us to receive any offer or communication from you sent electronically, whether due to mechanical, software, computer, telecommunications or other electronic systems failure, does not in any way invalidate or otherwise prejudice that offer or communication or any transaction to which it relates. If, for any reason, we are unable to accept your offer electronically, we may, without obligation, provide you with further information advising you that your offer can be made by telephone as an alternative and we may endeavour to inform you of this.
9.16. In the event that you are granted access to our mobile dealing platform, then all use of such service will be subject both to this Agreement and to supplemental mobile dealing terms posted on our website and amended from time to time.
10. Margin & Collateral
10.1. Upon opening a Transaction, you will be required to pay us the Margin for that Transaction, as calculated by us. Note that the Margin for certain Transactions, will be based on a percentage of the Contract Value of the Transaction and therefore the Margin due for such Transactions will fluctuate in accordance with the Contract Value. Margin is due and payable to us immediately upon opening the Transaction (and for Transactions that have a fluctuating Margin based on a percentage of the Contract Value, immediately on opening the Transaction and thereafter immediately on any increase in Contract Value taking place).
10.2. You also have a continuing Margin obligation to us to ensure that at all times during which you have open Transactions you ensure that your account balance, taking into account all realised or unrealised profits and losses (‘P&L’), is equal to at least the Initial Margin that we require you to have paid to us for all of your open Transactions. If there is any shortfall between your account balance (taking into account P&L) and your total Initial Margin requirement, you will be required to deposit additional funds into your account. These funds will be due and payable to us for our own account, immediately on your account balance (taking into account P&L) falling below your Initial Margin requirement.
10.3. Details of Margin amounts paid and owing by you are available by logging on to our Electronic Trading Services or by telephoning our dealers. You acknowledge:
a). that it is your responsibility to be aware of, and further that you agree to pay, the Margin required at all times for all Transactions that you open with us;
b). that your obligation to pay Margin will exist whether or not we contact you regarding an outstanding Margin obligation; and
c). that your failure to pay any Margin required in relation to your Transactions will be regarded as an Event of Default for the purposes of Term 13.
10.4. Margin payments must be made in the form of cleared funds unless, by separate written agreement, we accept other assets from you as collateral for payment of Margin. In the event that any applicable debit card authority or other paying agent declines to transfer funds to us for any reason whatsoever then we may, at our absolute discretion, treat any Transaction entered into by us in reliance on receipt of those funds as void from the outset or close it at our then prevailing price, and recover any losses arising from the voidance or closure of the Transaction from you. We may reserve the right to stipulate the method of payment to be used by you for the payment of Margin.
10.5. In making any calculation of the Margin payments that we require from you under this Term 10, we may, at our absolute discretion, have regard to your overall position with us and/or an Associated Company of ours including any of your net unrealised losses (i.e. losses on open positions). We will also have regard to the rules of any Underlying Market that requires payments of Margin to be made in respect of any Transaction or any Instrument underlying any Transaction.
10.6. We are not under any obligation to keep you informed of your account balance and Margin required (i.e. to make a ‘Margin Call’) however if we do so the Margin Call may be made by telephone call, post, fax, email or text message. The Margin Call will be deemed to have been made as soon as you are deemed to have received such notice in accordance with Term 9.10. We will also be deemed to have made a demand on you if:
a). we have left a message requesting you to contact us and you have not done so within a reasonable time after we have left such a message; or
b). if we are unable to leave such a message and have used reasonable endeavours to attempt to contact you by telephone (at the telephone number last notified to us by you) but have been unable to contact you at such number. Any message that we leave for you requesting you to contact us should be regarded by you as extremely urgent unless we specify to the contrary when we leave the message. You acknowledge and accept that what constitutes a reasonable time in the context of this Term may be influenced by the state of the Underlying Market and that, according to the circumstances, that could be a matter of minutes or even immediately. It is your responsibility to notify us immediately of any change in your contact details and to provide us with alternative contact details and ensure that our calls for Margin will be met if you will be uncontactable at the contact address or telephone number notified to us (for example because you are travelling or are on holiday, or you are prevented from being in contact because of a religious holiday). We will not be liable for any losses, costs, expenses or damages incurred or suffered by you as a consequence of your failure to do so.
10.7. We will be entitled, at any time, to increase or decrease the Margin required from you on open Transactions. You agree that, regardless of the normal way in which you and we communicate, we will be entitled to notify you of a change to Margin levels by any of the following means: telephone, post, fax, email, text message or by posting notice of the increase on our website. Any increase in Margin levels will be due and payable immediately on our demand, including our deemed demand in accordance with Term 10.6. We will only increase Margin requirements where we reasonably consider it necessary, for example but without limitation, in response to or in anticipation of any of the following:
a). a change in the volatility and/or liquidity in the Underlying Market or in the financial markets more generally;
b). economic news;
c). a company whose Instruments represent all or part of your Transaction becoming insolvent, being suspended from trading or undertaking a Corporate Event;
d). you changing your dealing pattern with us and/or an Associated Company of ours;
e). your credit circumstances changing;
f). your exposure to us and/or an Associated Company of ours; being concentrated in a particular Underlying Market or Sector.
10.8 In addition, and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Laws, Rules and/or Regulations we shall have a general lien on all Assets and property held on your behalf by us until the satisfaction of all your obligations to us. Without limitation, such general lien shall comprise the credit balances on your Accounts and the value of your open positions with us. We may, in our absolute discretion and without notice to you, apply and/or transfer any or all such Assets which you have deposited at any time with us or which may at any time be in our possession or control or carried on our books for any purpose, including safe keeping, between any of your Accounts with us and combine or set off between accounts and convert any currency into another. 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 amounts (whether actual or contingent, present or future) at any time owing between you and us paying you the difference.
10.9. You must be aware that CFD transactions carry a high degree of risk. The amount of initial margin may be small relative to the value of the actual instrument you are trading so that transactions are ‘leveraged’ or ‘geared’. A relatively small market movement may have a disproportionately large impact on the Client position and overall account.
Leverage allows a client to initiate trades of much larger nominal value without having to fund the whole amount. Instead a much smaller amount (“margin”) is used in order to initiate a trade. For example, 50:1 leverage, also known as 2% margin requirement, means $2,000 of equity is required to initiate a trade on an instrument with a nominal value of $100,000. Leverage increases both upside and downside risk as the account is now that much more sensitive to price movements
Our procedure for determining leverage is subject to a client by client basis which is determined among others by the assessment of client appropriateness and scoring metrics which allow the client a predetermined leverage based on knowledge and experience. For more information, please contact our Customer Support.
11. Commissions, Fees & Charges
11.1. You agree to pay us such fees and charges (including, without limitation, spreads, charges, interest and other fees) at such rates as are notified by us to you from time to time or published on our Online Trading Facility. By accepting these Terms and Conditions, you acknowledge that you have read, understood and accepted the information under the Assets Section page posted on our website, in which all such Commissions and Charges (including, without limitation, spreads, charges, interest and other fees) are explained.
11.2. We reserve the right to amend, alter, modify, delete or add to any of these Commissions and Charges at any time and at our sole discretion. When these Commissions and Charges are modified (the ‘Changes’) we will post such Changes on our Online Trading Facility and/or otherwise notify you of such Changes, each such notification of which shall be deemed as sufficient notice and it is your duty to consult and/or to check regularly the information posted under the Spreads and Conditions Schedule on our Online Trading Facility regarding any such Changes. Therefore, you should review the Spreads and Conditions Schedule on our Online Trading Facility from time to time so as to ensure that you will be aware of any such Changes. Except if, and then to the extent provided otherwise in this Agreement, all Changes shall be effective five (5) calendar days after their initial posting on our Online Trading Facility, or as of the first time that you access and/or use our Online Trading Facility after such amendments are made, whichever is sooner.
Your continued use of our Online Trading Facility after the publication of any Changes shall be considered as your agreement to such Changes and shall be governed by those Terms and Conditions, as modified. If you do not wish to be bound by those Changes, you should cease to use our Online Trading Facility and inform us in writing, immediately.
11.3. In addition to the Commissions, Fees and Charges mentioned above, you shall be responsible for the payment of any other fees and charges that may be incurred as a result of the provision of our Services to you, including, without limitation, all applicable VAT (if any) and other duties and/or taxes, and all other fees incurred by us in connection with any Transaction and/or Contract and/or in connection with maintaining a client relationship with you.
11.4. In addition, we (and/or our Associates, Business Introducers, Tied Agents or other third parties) may share and/or benefit from commission, spread, mark-up, mark-down or any other remuneration in respect of any Transactions and/or Contracts entered into by us and/or in respect of any Transactions and/or Contracts carried out on your behalf. Details of any such remuneration or sharing arrangement are not explicitly set out on the relevant Settlement/Trade Confirmations. We may, upon reasonable request, to the extent possible and at our sole discretion, to disclose to you the amount of any such commission, mark-up, mark-down or any other remuneration paid by us to any Associate, Business Introducer or other third party.
11.5. You acknowledge and accept that in the case of no activity, including funding or trading in your account within a period of sixty (60) calendar days or more we reserve the right to classify your account as an Inactive Account (‘Inactive Account’) and furthermore reserve the right to charge you an administrative fixed monthly fee of ten Euros (€10.00) or alternative currency equivalent.
In the event that your account balance is zero we reserve the right to classify your account as dormant. To reactivate your account you are required to communicate directly with the customer support department.
11.6. Unless determined and stated otherwise in the terms agreed upon by mutual consent of the Parties, all Commissions and Charges and other fees and charges shall be regarded as being due and payable immediately. Unless specified otherwise in these Terms and Conditions, any sums due to us pursuant to these Terms and Conditions may be deducted by us from the proceeds of any transaction or debited from your Account(s) with us. In the event of late payment by you, overdue amounts shall bear interest at a rate that we shall reasonably determine.
11.7. If we receive or recover any amount in respect of any of your obligations in a currency other than that in which such amount is payable, whether pursuant to a judgment of any court or otherwise, you will indemnify us and hold us harmless from and against any cost (including costs of conversion) and loss suffered by us as a result of receiving such amount in a currency other than the currency in which it is due.
11.8. We offer the possibility to open Islamic (Swap-free) Accounts with us. Swap-free trading accounts are available only to those clients who cannot use swaps owing to their religious beliefs. Accordingly, in all instances where a request for an Islamic (Swap-free) Account is filed with us, we reserve the right to require an adequate justification for and/or proof of the necessity or need of any such conversion. Furthermore, we reserve the right to refuse the processing of any such request for any reason whatsoever, without being obliged to provide any explanation or justification.
11.9. While a client may file a request for an Islamic (Swap-free) trading account at any time, the filing of any such request entails that all of such client’s other real trading Accounts with us will be converted into Swap-free trading accounts also, without any further notice being required. Conversion of a real trading Account to a Swap-free trading account is performed by our Back-Office Department only upon the request and consent of those clients who complete and submit a request for an Islamic (Swap-free) Account. Upon the receipt of such a duly signed and executed request, we shall evaluate the request and any ancillary documentation submitted to us and shall inform the client who requested the conversion by e-mail whether the request is accepted or not.
11.10. Clients are not allowed to use Swap-free Accounts to make profits from Swaps and may not request the payment of any Swap amounts that have been lost as a result of converting their real trading Account(s) into one or more Swap-free Account(s) for the period during which their real trading Account(s) has/have been converted into one or more Swap-free account(s).
11.11. We reserve the right to revoke the Swap-free status granted to any real trading Account at any time without being obliged to provide any explanation or justification. Furthermore, in the event that we detect any form of abuse, fraud, manipulation, cash-back arbitrage, carry trades, or other forms of deceitful or fraudulent activity in regard to any Swap-free Account of any client, we reserve the right, at any time:
a). with immediate effect, to revoke the Swap-free status from any and all real trading Accounts of such client that have been converted to a Swap-free trading Account;
b). to correct and recover any un-accrued Swaps and any related un-accrued interest expenses and or costs pertaining to any and all of such client’s Swap-free trading Accounts during the period for which such Accounts were converted into Swap-free trading Accounts; and/or
c). with immediate effect, to close all trading Accounts of such client with us, nullify all trades carried out in such client’s trading Accounts with us and cancel and all profits or losses garnered in such client’s trading Accounts with us.
12.1. You must comply with the following when making payments to us:
a). Payments due (including Margin payments) will, unless otherwise agreed or specified by us, be required in currencies specified by us.
b). You may make any payment due to us by any of the following methods:
i). debit or credit card; or
ii). direct bank transfer.
Please note that we reserve the right to levy a reasonable administration charge for processing your payments.
c). We do not accept payments from you by cash or cheque.
d). In determining whether to accept payments from you under this clause, we will have utmost regard to our duties under law regarding the prevention of fraud and money laundering. To this end, we may at our absolute discretion having regard to the law, reject payments from you or a third party or any other person other than yourself and return funds to source. In particular, we will not accept payments from a bank account if it is not evident to us that the bank account is in your name.
12.2. You should be aware of the following when you open a Transaction or deposit money into your account in a Currency other than your base Currency (i.e. the currency in which your Account with us is denominated):
a). It is your responsibility to make yourself aware of the Currency that is designated as your base currency. Details of your base currency are available on our Electronic Trading Service.
b). Some Transactions will result in profit/loss being accrued in a Currency other than your Base Currency. The Assets Section specify the Currencies in which various Transactions are denominated, or alternatively such information is available from our client support team on request.
c). We reserve the right to change the way in which we manage and/or convert your non-Base Currency balances at any time in the future by providing you with ten (10) calendar days prior written notice.
12.3. We will be under no obligation to remit any money to you if that would reduce your account balance (taking into account running profits and losses) to less than the Margin payments required on your open Transactions. Subject thereto and to Term 12.4, money standing to the credit of your account will be remitted to you if requested by you. Where you do not make such a request, we will be under no obligation to, but may, at our absolute discretion, remit such monies to you. All bank charges howsoever arising will, unless otherwise agreed, be for your account. The manner in which we remit monies to you will be at our absolute discretion, having utmost regard to our duties under law regarding the prevention of fraud and money laundering. We will normally remit money in the same method and to the same place from which it was received. However, in exceptional circumstances we may, at our absolute discretion, consider a suitable alternative.
12.4. Without prejudice to our right to require payment from you in accordance with Terms 12.1 and 12.2, we will at any time have the right to set off any losses incurred in respect of, or any debit balances in, any accounts (including a joint account and an account held with an Associated Company of ours) in which you may have an interest against any sums or other assets held by us for or to your credit on any other account (including any joint account and any account held with an Associated Company of ours) in which you may have an interest. If any loss or debit balance exceeds all amounts so held, you must forthwith pay such excess to us whether demanded or not. You also authorise us to set off sums held by us for or to your credit in a joint account against losses incurred by the joint account holder. You also authorise us to set off any losses incurred in respect of, or any debit balances in, any account held by you with an Associated Company of ours against any credit on your account(s) (including a joint account) with us.
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 award or rebate scheme operated by us, you may withdraw funds from your Account provided that such funds are not being utilised for margin purposes or have otherwise become owed to us. Once your withdrawal request is approved, your withdrawal request will be processed by us and sent to the same bank, credit card or other source for execution on the same day that the request to withdraw funds was made, or the next working day if the client’s request is received outside of normal trading hours. (Note: Some banks and credit card companies may take time to process payments especially in currencies where a correspondent bank is involved in the transaction). The funds will be returned to the bank account/credit card/other source from which the funds were debited. You are fully responsible for the payment details that you provided to LCM and LCM accepts no responsibility if you have provided false or inaccurate bank details. Further, withdrawals bear third party charges which may vary in accordance with the terms and conditions of the third parties. These charges may be verified upon request.
If you request a withdrawal of funds 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 such other method as we, in our absolute discretion, may determine.
In the event that it is not possible for the funds to be withdrawn without delay, LCM, in meeting its MiFID obligations to act in the client’s best interest, will keep the client informed, including about the reasons for any delay and the expected timeframe before the funds will be withdrawn. Information provided to the client about any delays in withdrawing funds will be fair, clear and not misleading.
LCM will endeavour to process your withdrawal requests promptly, however the time needed for the requested funds to be processed and appear in your account will depend upon the method used for depositing the funds and the third parties which are executing the payments.
13. Default & Default Remedies
13.1. Each of the following constitutes an "Event of Default":
a). your failure to make any payment (including any payment of Margin) to us or to any Associated Company of ours in accordance with the conditions set out in Term 11;
b). your failure to perform any obligation due to us;
c). where any Transaction or combination of Transactions or any realised or unrealised losses on any Transactions or combination of Transactions opened by you results in your exceeding any credit or other limit placed on your dealings;
d). if you are an individual, your death or your incapacity;
e). the initiation by a third party of proceedings for your bankruptcy (if you are an individual) or for your winding-up or for the appointment of an administrator or receiver in respect of you or any of your assets (if you are a company) or (in both cases) if you make an arrangement or composition with your creditors or any other similar or analogous procedure is commenced in respect of you;
f). where any representation or warranty made by you in this Agreement is or becomes untrue;
g). if the Company suspects that the Client is engaged into money laundering activities or terrorist financing or card fraud or other criminal activities;
h). the Company reasonably suspects that the Client opened the Client Account fraudulently;
i). you are or become unable to pay your debts as and when they fall due; or
j). any other circumstance where we reasonably believe that it is necessary or desirable to take any action in accordance with Term 13.2 to protect ourselves or all or any of our other clients.
13.2. If an Event of Default occurs in relation to your account(s) with us or in relation to any account(s) held by you with an Associated Company of ours, we may, at our absolute discretion, at any time and without prior notice:
a). close or part-close all or any of your Transactions at a Closing Level based on the then prevailing quotations or prices in the relevant markets or, if none, at such levels as we consider fair and reasonable and/or delete or place any Order on your account with the aim of reducing your exposure and the level of Margin or other funds owed by you to us;
b). convert any Currency balances on your account into another Currency;
c). exercise rights of set-off under Term 12.4, retain any funds, investments (including any interest or other payment payable thereon) or other assets due to you, and sell them without notice to you at such price and in such manner as we, acting reasonably, decide, applying the proceeds of sale and discharging the costs of sale and the sums secured under this clause;
d). charge you interest on any money due, from close of business on the date when monies first fell due until the date of actual payment at a reasonable rate not exceeding four per cent (4%) above the applicable central bank's base rate from time to time;
e). close all or any of your accounts held with us of whatever nature and refuse to enter into further Transactions with you.
f). restrict the Client’s trading activity until the Company can reasonably determine that an Event of Default occurred.
g). in the case of fraud, forgery or use of stolen cards reverse the funds back to real owner or according to the instructions of the law enforcement authorities of the relevant country, or of the credit card company or of another financial institution.
h). cancel or revoke any Benefits awarded.
i). take legal action for any losses suffered by the Company.
13.3. You acknowledge and agree that, in closing out Transactions under this Term 13, it may be necessary for us to 'work' the order. This may have the result that your Transaction is closed out in tranches at different bid prices (in the case of Sells) or offer prices (in the case of Buys), resulting in an aggregate closing level for your Transaction that results in further losses being incurred on your account. You acknowledge and agree that we shall not have any liability to you as a result of any such working of your Transactions.
14. Client Money
14.1. If you are a Retail Client all funds which you transfer to us in connection with your Account will be treated as client money for the purposes of the Guidelines. This means that such funds will be segregated from our money and will not be used by us in the course of our business. The funds will be placed into either:
a). a client money bank account at an approved bank in the EEA; and/or
b). an approved client money bank account, outside the EEA. In such circumstances, the local legal and regulatory regime may result in a lower level of protection for you in the event of the insolvency or equivalent event of the entity with whom your money is held, than you would receive within the EEA.
14.2. If there has been no action by you in respect of movement on your Account for a period of at least six (6) years and we have been unable to contact you, we may cease to treat any money held on your behalf as client money and, accordingly, release it from our client bank accounts. Such money will, however, remain owing to you and we will make and retain records of all balances released from client bank accounts and will undertake to make good any valid claims against any released balances.
14.3. It is not our policy to pay interest on monies held by us, and you agree to waive any entitlement to interest.
15. Indemnity and liability
15.1. Neither we nor our directors, officers, employees or agents shall be liable for any losses, damages, costs or expenses incurred or suffered by you under this Agreement unless arising directly from our or their respective gross negligence, wilful default or fraud. In no circumstances shall we have any liability for consequential loss or special damage. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence.
15.2. We will not provide any tax advice (or any other advisory service). We shall not at any time be deemed to be under any duty to provide tax advice. Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever.
15.3. Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is affected.
15.4. We shall not be liable for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or the failure of any relevant third party, intermediate broker, agent or principal of ourselves, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.
15.5. Without prejudice to any other clause of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our Electronic Trading Services' software or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our Electronic Trading Services, provided that we have taken reasonable steps to prevent any such introduction.
15.6. You will make all your own decision to access and/or use our Online Trading Facility or to enter into or execute any Transaction and/or Contract. You acknowledge and agree that our Electronic Trading Service does not and will not serve as the primary basis for any of your investment decisions concerning your Accounts. You are solely responsible for any investment or trading decisions you make with respect to products identified on our Online Trading Facility and neither we, nor our directors, officers, shareholders, partners, members employees, agents, service providers, legal representatives and/or Affiliates (together our ‘Associates’) shall be responsible for determining whether any Transaction or Contract you enter into is suitable, appropriate or advisable. Neither we, nor our Associates are and will be, by virtue of providing our Online Trading Facility, an advisor or fiduciary for you or any Authorized Person.
15.7. You acknowledge that: (a) any market information or third party recommendations communicated to you or any Authorized Person, by us or any Associate, does not constitute advice to enter into any Transaction and/or Contract; (b) such information or recommendations, although based upon information obtained from sources believed by us to be reliable, may be based solely on a third party's opinion and that such information may be incomplete and may be unverified; (c) we make no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or recommendations furnished to you or any Authorized Person; and (d) we make no representations concerning the tax implications or treatment of trades entered into by you pursuant to these Terms; neither we, nor our Associates accept any liability for any adverse tax implications of any Transaction whatsoever.
15.8. We shall have no obligation to contact you to advise upon appropriate action in light of changes in Market Conditions (including, without limitation, Market Disruptions) or otherwise. You acknowledge that the Market in leveraged derivatives is highly speculative and volatile and that, following execution of any transaction, you are solely responsible for making and maintaining contact with us and for monitoring open positions and ensuring that any further instructions are given on a timely basis. In the event of any failure to do so, we can give no assurance that it will be possible for us to contact you and we accept no liability for loss alleged to be suffered as a result of any failure by you to do so. Without limitation, neither we, nor our Associates accept any liability by reason of any delay or change in market conditions before any particular Transaction is effected.
15.9. Without limitation, neither we nor any of our Associates shall be liable for any loss arising from any act or omission of any Agent, Introducing Broker, Authorized Person or other third party who performs services for you.
16. Representations & Warranties
16.1. You represent and warrant to us, and agree that each such representation and warranty is deemed repeated each time you open or close a Transaction by reference to the circumstances prevailing at such time, that:
a). the information provided to us in your application form and at any time thereafter is true and accurate in all respects;
b). you are duly authorised to execute and deliver this Agreement, to open each Transaction and to perform your obligations hereunder and thereunder and have taken all necessary action to authorise such execution, delivery and performance;
c). you will enter into this Agreement and open each Transaction as principal;
d). any person representing you in opening or closing a Transaction will have been, and (if you are a legal entity) the person entering into this Agreement on your behalf is, duly authorised to do so on your behalf;
e). where applicable, you have obtained all governmental or other authorisations and consents required by you in connection with this Agreement and in connection with opening or closing Transactions and such authorisations and consents are in full force and effect and all of their conditions have been and will be complied with;
f). execution, delivery and performance of this Agreement and each Transaction will not violate any law, ordinance, charter, by-law or rule applicable to you, the jurisdiction in which you are resident, or any agreement by which you are bound or by which any of your assets are affected;
g). if you are an employee or contractor of a financial services firm or any other firm that has controls over the financial transactions in which its employees and contractors deal, you will give us proper notice of this and of any restrictions that apply to your dealing;
h). you will not use our prices for any purpose other than for your own trading purposes, and you agree not to redistribute our prices to any other person whether such redistribution be for commercial or other purposes;
i). you will use the services offered by us pursuant to this Agreement in good faith and, to this end, you will not use any electronic device, software, algorithm, or any trading strategy (‘Device’) that aims to manipulate or take unfair advantage of the way in which we construct, provide or convey our prices. You agree that using a Device whereby in your dealings with us you are not subject to any downside market risk will be evidence that you are taking unfair advantage of us;
j). you have considered your own Financial circumstances, needs and objectives and concluded that dealing in Trading Activities is appropriate for you. You warrant that you understand the Risks, Terms and Conditions of Transactions entered into with the Company, (regardless of information supplied by the Company) and are willing to take on those Risks;
k). the Company does not, nor do any of its Directors, Officers, Agents or Employees, guarantee repayment of Capital or Payment of Income in relation to any funds deposited with the Company or any Transactions undertaken;
l). no part of any funds remitted by you have been the proceeds of any illegal activity or used for any terrorist financing or money laundering activities. You agree to provide such information related to your business and financial affairs as may be reasonably requested by the Company in order to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act or other Legislative Requirements; and
m). you are the Owner and Sole Beneficiary of the Account. If you are not the Sole Beneficiary of the Account, you must fill out and send to the Company the “Joint Account Form”. You must indicate the names and details of the other Beneficiaries on the Declaration form.
16.2. You have read and understood the Risk Disclosure Statement, which forms part of this Agreement and agree to all its Conditions. In the absence of our fraud, wilful default or negligence, we give no warranty regarding the performance of our website(s), our Electronic Trading Services or other software or their suitability for any equipment used by you for any particular purpose.
16.3. Any breach by you of a warranty given under this Agreement, renders any Transaction voidable from the outset at our discretion.
17. Market Abuse & Prohibited Trading Techniques
17.1. You agree that you shall not take any action or enter into any course of conduct which would breach Applicable Regulations and/or will or may alter, distort or manipulate the relevant underlying market in relation to any Transaction contemplated by this Agreement.
17.2. You shall not unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that we have applied to our Online Trading Facility and/or computer system(s). If, at our sole discretion, we were to determine that you are in breach of this clause, we reserve the right to take all action as we see fit, including, without limitation, completely blocking your access to our Online Trading Facility, blocking and/or revoking your Access Codes and/or terminating your Account. Under these circumstances, we reserve the right to seize any profits and/or revenues generated directly or indirectly by exercising any such prohibit trading activity and we shall be entitled to inform any interested third parties of your breach of this clause; we have, and will continue to develop any tools necessary to identify fraudulent and/or unlawful access and use of our Online Trading Facility; any dispute arising from such fraudulent and/or or unlawful trading activity will be resolved by us in our sole and absolute discretion, in the manner we deem to be the fairest to all concerned; that decision shall be final and/or binding on all participants; no correspondence will be entered into.
17.3. It is absolutely prohibited to use any software , which we determine, at our sole discretion, to have as its purpose to apply any kind of artificial intelligence analysis to our Online Trading Facility and/or computer system(s) with an ultimate goal to gain unfair advantage and exploit our trading facility; in the event that we determine, at our own discretion, that any such artificial intelligence software has been used, or is being used, we reserve the right to take all action as we see fit, including, without limitation, completely blocking access to our Online Trading Facility, blocking and/or revoking your Access Codes and/or terminating your Account.
Under these circumstances, we reserve the right to seize any profits and/or revenues generated directly or indirectly by exercising any such prohibit trading activity and or charge you with extra fees. In addition, we shall be entitled to inform any interested third parties of your breach of this clause; we have, and will continue to develop any tools necessary to identify fraudulent and/or unlawful access and use of our Online Trading Facility; any dispute arising from such fraudulent and/or or unlawful trading activity will be resolved by us in our sole and absolute discretion, in the manner we deem to be the fairest to all concerned; that decision shall be final and/or binding on all participants; no correspondence will be entered into.
Moreover, it is absolutely prohibited to use any software in such a way which can cause serious negative impact on the performance of our servers and may prevent us from achieving the best possible result for our clients as regards the execution of their orders. In the event that we identify any such activity, we reserve the right to take all action as we see fit, including, without limitation, completely blocking access to our Online Trading Facility, blocking and/or revoking your Access Codes and/or immediately terminating your Account. Moreover, you acknowledge that once your Account has been terminated we may liquidate any outstanding contracts/positions you have with us. In view of the above, please note that you will be strictly prohibited from opening any new trading Account(s) and trade with our Company. Nonetheless, in cases where you may successfully open an Account and trade with our Company due to any technical and/or human error, we reserve every right to immediately close your Account upon identification, nullify any profit/loss generated and refund the original amount of deposit, excluding any deposit and withdrawal charges.
17.4. Internet, connectivity delays, and price feed errors sometimes create a situation where the price(s) displayed on our Online Trading Facility do(es) not accurately reflect market prices. The concept of using trading strategies aimed at exploiting errors in prices and/or concluding trades at off-market prices and/or by taking advantage of internet delays (commonly known as ‘arbitrage’, ‘sniping’ or ‘scalping’ hereinafter, collectively, referred to as ‘Arbitrage’), cannot exist in an OTC market where the client is buying or selling directly from the principal; accordingly, we reserve the right, at our sole discretion, NOT to permit the abusive exploitation of Arbitrage on our Online Trading Facility and/or in connection with our Services; any Transactions or Contracts that rely on price latency arbitrage opportunities may be revoked, at our sole discretion and without prior notice being required; furthermore, in those instances, we reserve the right, at our sole discretion and without prior notice being required:
a). to make the necessary corrections or adjustments on the Account(s) involved (including, without limitation, adjusting the price spreads available to the client);
b). to restrict the Account(s) involved access to streaming, instantly tradable quotes (including, without limitation, providing manual quotations only and submitting any Orders to our prior approval);
c). to retrieve from the Account(s) involved any historic trading profits that we can document as having been gained through such abuse of liquidity at any time during the client relationship;
d). to terminate the client relationship and/or close all Accounts involved (including, without limitation all other Accounts held by the same Account holder with us) immediately by giving written notice; and/or
e). to inform any interested third parties.
Any indication or suspicion, in our sole discretion, of any form of arbitrage (including but not limited to risk free profiting), abuse (including but not limited to participant's trading activity patterns that indicate that the participant solely aims to benefit financially without being genuinely interested in trading in the markets and/or taking market risk), internal hedging in coordination with other parties, abuse of our ‘no negative balance’ policy, fraud, manipulation, cash-back arbitrage or any other forms of deceitful or fraudulent activity, will constitute all Transactions carried and/or profits or losses garnered as invalid. In these circumstances, we reserve the right to close/suspend (either temporarily or permanently) all of the Client’s trading Accounts and/or cancel all Transactions. In view of the above, please note that you will be strictly prohibited from opening any new trading Account(s) and trade with our Company. Nonetheless, in cases where you may successfully open an Account and trade with our Company due to any technical and/or human error, we reserve every right to immediately close your Account upon identification, nullify any profit/loss generated and refund the original amount of deposit, excluding any deposit and withdrawal charges.
We have, and will continue to develop any tools necessary to identify fraudulent and/or unlawful access and use of our Online Trading Facility; any dispute arising from such fraudulent and/or or unlawful trading activity will be resolved by us in our sole and absolute discretion, in the manner we deem to be the fairest to all concerned; that decision shall be final and/or binding on all participants; no correspondence will be entered into.
17.5. We shall have no obligation to contact you to advise upon appropriate action in light of changes in Market Conditions (including, without limitation, Market Disruptions) or otherwise. You acknowledge that the Over-The-Counter Market in leveraged Financial Instruments is highly speculative and volatile and that, following execution of any transaction, you are solely responsible for making and maintaining contact with us and for monitoring your open positions and ensuring that any further instructions are given on a timely basis. In the event of any failure to do so, we can give no assurance that it will be possible for us to contact you and we accept no liability for loss alleged to be suffered as a result of any failure by you to do so.
17.6. Without prejudice to any other provisions of this Agreement, you agree to indemnify us and hold us, our Affiliates and any of our Associates, harmless from and against any and all liabilities, losses, damages, costs and expenses, including, without limitation, legal fees and expenses incurred in connection with and/or directly or indirectly related with, any fraudulent and/or unlawful access and use by you of our Online Trading Facility and/or the prevention and/or remediation thereof, provided that any such liabilities, losses, damages, costs and expenses would not have not arisen, but for our gross negligence, fraud or wilful default.
17.7. The Company may allow you to manage more than one trading accounts by using its various trading platforms. Such offering is only available for the management of more than one trading accounts belonging to you. You hereby represent, warrant, and agree that you will not use this facility to manage trading accounts not belonging to you without obtaining the Company’s prior written consent.
18. Force Majeure Events
18.1. We may, in our reasonable opinion, determine that an emergency or an exceptional market condition exists (a "Force Majeure Event"), in which case we will, in due course, inform the Commission and take reasonable steps to inform you. A Force Majeure Event will include, but is not limited to, the following:
a). any act, event or occurrence (including without limitation any strike, riot or civil commotion, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from maintaining an orderly market in one or more of the Instruments in respect of which we ordinarily deal in Transactions;
b). the suspension or closure of any market or the abandonment or failure of any event on which we base, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event;
c). the occurrence of an excessive movement in the level of any Transaction and/or the Underlying Market or our anticipation (acting reasonably) of the occurrence of such a movement;
d). any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure;
e). failure of any relevant supplier, intermediate broker, agent or principal of ours, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.
18.2. If we determine that a Force Majeure Event exists, we may, at our absolute discretion, without notice and at any time, take one or more of the following steps:
a). increase your Margin requirements;
b). close all or any of your open Transactions at such Closing Level as we reasonably believe to be appropriate;
c). suspend or modify the application of all or any of the clauses of this Agreement to the extent that the Force Majeure Event makes it impossible or impracticable for us to comply with the Term or Terms in question; or
d). alter the Last Dealing Time for a particular Transaction.
19. Amendment, Termination and Liquidation of Accounts
19.1. We may amend this Agreement and any arrangements made hereunder at any time by written notice to you. You will be deemed to accept and agree to the amendment unless you notify us to the contrary within ten (10) Business days of the date of our amendment notice. If you do object to the amendment, the amendment will not be binding on you, but your account will be Suspended and you will be required to close your account as soon as is reasonably practicable.
Any amendment to this Agreement will come into effect on the date specified by us which will, in most cases, be at least ten (10) Business days after you are deemed to have received notice of the amendment in accordance with Term 9.10 (unless it is impractical in the circumstances to give 10 days’ notice). Any amended agreement will supersede any previous agreement between us on the same subject matter and will govern any Transaction entered into after, or outstanding on, the date the new edition comes into effect. We will only make changes for good reason, including but not limited to:
a). making this Agreement clearer;
b). making this Agreement more favourable to you;
c). reflecting legitimate increases or reductions in the cost of providing our service to you;
d). providing for the introduction of new systems, services, changes in technology and products;
e). rectifying any mistakes that may be discovered in due course;
f). reflecting a change of Applicable Regulations or law.
19.2. This Agreement and any arrangements hereunder may be Suspended or terminated by either party upon giving the other party written notice of Suspension or termination, which will take effect immediately, unless otherwise specified in the notice. Any such Suspension or termination will not affect any obligation that may already have been incurred by either party in respect of any outstanding Transaction or any legal rights or obligations that may already have arisen under this Agreement or any dealings made thereunder.
19.3. Without prejudice to any other provisions of this Agreement, in particular, but without limitation, those pertaining to Events of Default as described in Term 13.1, the Client relationship under this Agreement shall remain in force until terminated by either Party.
Unless required by Applicable Laws, Rules and/or Regulations either Party may terminate this Agreement (and the relationship between us) by giving seven (7) calendar days written notice of termination to the other.
We may terminate this Agreement immediately, however, if you fail to observe or perform any provision of this Agreement or in case of an Event of Default, other than in the case of Force Majeure.
19.4. Upon terminating this Agreement, all amounts payable by you to us will become immediately due and payable including (but without limitation):
a). all outstanding fees, charges and commissions;
b). any dealing expenses incurred by terminating this Agreement; and
c). any losses and expenses realised in closing out any Transaction or Contract, or settling or concluding outstanding obligations incurred by us on your behalf.
On termination, we shall complete all Transactions and/or Contracts that are already entered into or under execution and these Terms and Conditions shall continue to bind both parties in relation to such Transactions and/or Contracts. We shall be entitled to deduct all amounts due to us before transferring any credit balances on any Account(s) to you and we shall be entitled to postpone such transferring until any and all Transactions and/or Contracts between you and us are closed. Furthermore, we shall be entitled to require you to pay any charges incurred in transferring your investments.
Termination shall not affect our outstanding rights and obligations in particular, without limitation, relating to the Indemnities and Limitation of Liability Clauses and Transactions and/or contracts which shall continue to be governed by this Agreement and the particular clauses agreed upon by and between you and us in relation to such Transactions and/or Contracts, until all obligations have been fully performed.
In the event that you involve us, directly or indirectly, in any type of fraud, we reserve the right, at our sole discretion and without prejudice to any other rights we may have under this Agreement, to reverse all previous Transactions and/or Contracts, which would or could place our interests and/or any of our (other) clients’ interests at risk.
19.5. This is the most recent version of this Agreement, as released and posted as of [29th November 2016]. This version of the Agreement modifies, replaces and supersedes all prior versions of this Agreement.
All amended terms shall be effective five (5) calendar days after their initial posting on our website(s), or as of the first time that you access and/or use our Online Trading Facility after such amendments were made, whichever is sooner.
20. Queries, Complaints and Disputes
20.1. Any queries should be raised with our customer support department. Unresolved queries and complaints are handled by our compliance department according to our Complaints Handling Policy, which is available on our website(s). If you are dissatisfied with the result of our Compliance Department’s investigation or with any action taken by us as a result thereof, you may be able to refer the complaint to the Financial Ombudsman of the Republic of Cyprus Service for further investigation.
20.2. Without prejudice to any of our other rights to close a Transaction under this Agreement, in any case where we are in dispute with you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, we may, at our absolute discretion and without notice, close any such Transaction or alleged Transaction, where we reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and we will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If we close one or more of your Transactions under this Term, such action will be without prejudice to our right to contend in relation to any dispute that such Transaction had already been closed by us or was never opened by you. We will take reasonable steps to inform you that we have taken such action as soon as practicable after doing so. Where we close a Transaction or alleged Transaction in accordance with this Term, the closing will be without prejudice to your rights:
a). to seek redress or compensation for any loss or damage suffered in connection with the disputed or alleged Transaction or communication, prior to the closing; and
b). to open a new Transaction at any time thereafter, provided that such Transaction is opened in accordance with this Agreement, which will be applied, for the purposes only of calculating any relevant limits or money required from you, on the basis that our view of the disputed events or communication is correct.
20.3. We are a member of the Investor Compensation Fund (‘Fund’) for clients of Cyprus Investment Firms. You may be entitled to compensation from the Fund if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. The payment of compensation by the Fund to clients of its members is subject to the existence of a well-founded claim by such client(s) against the Investment Firm, arising from the investment services provided by the Investment Firm to the client in question. The protection scheme is only available to certain types of claimants and claims. Payments to eligible claimants under the Scheme will vary depending on the type of protected claim (e.g. deposits or investments) the claimants hold with respect to the relevant institution. The maximum amount of compensation by the Fund is €20,000. For more information regarding the Fund please refer to the Investor Compensation Fund Policy document which is available on our website. Further details can be provided on request.
21. Governing Law
21.1. This Agreement and each Transaction entered into with you is in all respects governed by Cyprus Law and the courts of Cyprus will have non-exclusive jurisdiction to settle any disputes that may arise in relation thereto. Nothing in this Term 21 will prevent us from bringing proceedings against you in any other jurisdiction.
21.2. If you are situated outside of Cyprus, process by which any proceedings in Cyprus are begun may be served on you by being delivered to the address provided by you when you opened your account or to any new address subsequently notified to us. Nothing in this Term affects our right to serve process in another manner permitted by law.
22. Personal Data & Privacy
22.1. You acknowledge that by opening an account with us and opening or closing Transactions, you will be providing us with personal information within the meaning of the Processing of Personal Data Law 2001. You consent to us processing all such information for the purposes of performing the contract and administering the relationship between you and us. You consent to our disclosing such information:
a). where we are required to by law;
b). to Associated Companies;
c). to CySEC and other regulatory authorities upon their reasonable request;
d). to service providers and business partners with whom we have a mutual relationship;
e). to such third parties as we deem reasonable;
f). where is necessary in order to prevent crime; and
g). to such third parties as we see fit to assist us in enforcing our legal or contractual rights against you including but not limited to debt collection agencies and legal advisors. You acknowledge that any of the persons listed in the previous sentence may be either within or outside the European Economic Area.
22.2. You authorise us, or our agents acting on our behalf, to carry out such credit and identity checks as we may deem necessary or desirable, including requesting a reference from your bank from time to time and you agree to assist us, where necessary, in obtaining such a reference. You acknowledge and agree that this may result in your personal information being sent to our agents, who may be within or outside the European Economic Area. You agree that we will be permitted, if so required, to furnish relevant information concerning you or your account to any person who we believe to be seeking a reference or credit reference in good faith.
22.3. You authorise us or our Associated Companies or any Trading Partner to telephone or otherwise contact you at any reasonable time in order to discuss any aspect of our business or of our Associated Companies’ business or of our Trading Partner’s business. If you do not wish us or our Associated Companies or our Trading Partners to so contact you for any direct marketing activities, you must inform us in writing.
22.4. We may collect, store and process information obtained from you or otherwise in connection with the Agreement and the Transactions for the purpose of complying with FATCA or the CRS or other Applicable Laws, Rules and/or Regulations. By accepting these Terms and Conditions, you authorize us to provide, directly or indirectly, to any relevant tax authorities or any party authorised to audit or conduct a similar control of the Company for tax purposes information obtained from you or otherwise in connection with the Agreement and the Transactions and to disclose to such tax authorities any additional information that the Company may have in its possession that is relevant to your Account.
23.1. We reserve the right to Suspend your account at any time. If we Suspend your account, it means that: you will generally not be permitted to open any new Transactions or increase your exposure under your existing Transactions, but you will be permitted to close, part close or reduce your exposure to us under your existing Transactions; you will no longer be permitted to trade with us via our Electronic Trading Service. We also reserve the right to Suspend a specific Transaction that you have opened with us. If we Suspend a Transaction, it means that: you will generally not be permitted to increase your exposure to us under the Suspended Transaction, but you will be permitted to close, part close or reduce your exposure to us under the Suspended Transaction.
23.2. Our rights and remedies under this Agreement will be cumulative, and our exercise or waiver of any right or remedy will not preclude or inhibit the exercise of any additional right or remedy. Our failure to enforce or exercise any right under this Agreement will not amount to a waiver or bar to enforcement of that right.
23.3. We may assign the benefit and burden of this Agreement to a third party, in whole or in part, provided that any assignee agrees to abide by the Terms of this Agreement and subject to the approval of CySEC. Such assignment will come into effect ten (10) Business days following the day you are deemed to have received notice of the assignment in accordance with Term 9.10. You agree that you may not assign the benefit and burden of this Agreement, whether in whole or in part, to any third party without our prior written consent.
23.4. You acknowledge and agree that the copyrights, trademarks, database and other property or rights in any information distributed to or received by you from us (including, but not limited to, our prices), together with the contents of our website(s), brochures and other material connected with our dealing service and in any database that contains or constitutes such information, will remain the sole and exclusive property of ours or any third party identified as being the owner of such rights.
23.5. If any Term (or any part of any Term) is held by a court of competent jurisdiction to be unenforceable for any reason then such Term will, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement will not be affected.
23.6. You will be responsible at all times for the payment of all taxes due and for providing any relevant tax authority with any information relating to your dealings with us. You agree that if we provide you with any information or express any opinion in relation to the tax treatment of your dealings with us it will not be reasonable for you to rely upon any such statement and it will not constitute tax advice.
23.7. 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 or regulatory 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.
24. Definitions & Interpretation
1. In this Agreement:
“Access Codes” means the Client’s access codes, any login code, password(s), Client’s trading account number and any information required for accessing the Company’s trading platform and/or Company’s Client portal;
"Applicable Regulations" means:
(a). Cyprus Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007));
(b). the Prevention and Suppression of Money Laundering Activities Law of 2007 (Law 188(I)/2007);
(c). Directives, Circulars or other Regulations issued by CYSEC that govern the operations of Cyprus Investment Firms (CYSEC Rules) or any other rules of a relevant regulatory authority;
(d). and all other applicable laws, rules and regulations as in force from time to time.
“Associate(s)/Associated Company/ies” 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;
“Authorized Person”, unless the context otherwise requires, shall mean a person authorized by a client under a limited power-of-attorney, in accordance with these Terms and conditions, to represent such client and give Instructions to us;
"Best Execution Policy" means a document that describes all of our order execution arrangements in place to ensure that, when executing order, we take all reasonable steps to obtain the best possible results for clients in accordance with the CySEC Rules;
"Business day" means any day other than a Saturday, Sunday and a public holiday in the Republic of Cyprus;
"Buy" has the meaning attributed to it in clause 5.1(a);
"Closing Level" means the level at which a Transaction is closed;
"Contract Details" means the section of the public pages of our website designated as the Asset Specifications as amended from time to time;
"Contract for Differences" or "CFDs" is a type of Transaction the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an Instrument. Types of Contracts for Differences include, but are not limited to Foreign Exchange CFDs, Futures CFDs, Option CFDs, Share CFDs, Stock Index CFDs;
"Contract Value" means the number of shares, contracts or other units of the Instrument that you are notionally buying or selling multiplied by our then current quote for closing the Transaction;
"Currency" shall be construed so as to include any unit of account;
“CRS” shall refer to the Common Reporting Standard (CRS) as developed by the Organization for Economic Co-operation and Development (OECD) for the Automatic Exchange of Financial Account Information which forms the legal basis for exchange of data with regards to Tax matters;
"Director" has the same meaning as is given to that term in the Cyprus Companies Law Cap 113;
"Electronic Conversation" means a conversation between you and us held via our Electronic Trading Services;
"Electronic Trading Services" and Online Trading Facility means any electronic services (together with any related software) including without limitation trading, direct market access order routing or information services that we grant you access to or make available to you either directly or through a third party service provider, and used by you to view information and/or enter into Transactions;
"Eligible Counterparty" has the meaning as given in the MiFID (please read our Client Categorisation Policy);
"Event of Default" has the meaning attributed to it in clause 13.1;
"Exchange Rate" means the rate (in relation to two currencies in respect of which you may wish to open a Foreign Exchange CFD) at which a single unit of the first currency that you state may be bought with or, as the case may be, sold in, units of the second currency that you state;
"Expiry Transaction" means a Transaction which has a set contract period, at the end of which the Expiry Transaction expires automatically;
"Force Majeure Event" has the meaning attributed to it in clause 18;
“FATCA” shall mean Foreign Account Tax Compliance as defined in sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 or any associated regulations or other official guidance;
“Initial Margin” means the amount of money you are required to pay us in order to open and a Transaction on your behalf;
"Instrument" means any stock, share, futures contract, forward or option contract, commodity, precious metal, Exchange Rate, interest rate, debt instrument, stock or other index, or other investment in respect of which we offer to deal in Transactions;
"Last Dealing Time" means the last day and (as the context requires) time before which a Transaction may be dealt in, as set out in the Assets Section or otherwise notified to you, or otherwise the last day and (as the context requires) time on which the underlying Instrument may be dealt in on the relevant Underlying Market;
"Limit Order" has the meaning given to it in clause 7;
"Manifest Error" has the meaning given to it in clause 8;
"Margin" means the amount of money you are required to pay us in order to open and maintain a Transaction
"Margin Call" shall refer to the Margin required to maintain your open positions; accordingly, if the equity in your Account drops below the Margin Level required to maintain your open positions, you will receive a Margin Call;
"Market Spread" means the difference between the bid and offer prices for a transaction of equivalent size in an Instrument, or a related Instrument, in the Underlying Market;
“Market Disruption” shall include but not be limited to, the imposition by any government authority, central bank or multinational organization of material restrictions or limitations on the trading, transfer or settlement of transactions in any Underlying Instrument(s) (such as, the imposition of price controls, currency exchange controls, mandatory exchange rates with respect to a particular Underlying Instrument or a Force Majeure Event), which have or may have a material influence on the settlement of Transactions and/or Contracts in related Financial Instruments;
"Minimum Size" means, in respect of a Transaction in which a Minimum Size applies, the minimum number of shares, contracts or other units of an Instrument that we will deal on, which in most cases is specified in the Assets Section and, where not so specified, we will inform you of on request;
"Opening Level" means the level at which a Transaction is opened;
"Order" means a Stop Order, Limit Order or any other type of order detailed in this Agreement, or which we may offer from time to time, as the case permits;
"P&L" means realized and/or unrealized profits and/or losses, as the case permits;
"Professional Client" has the meaning as given in the MiFID (please refer to our Client Categorisation Policy);
"Retail Client" means any client who is not a ‘Professional Client’ for purposes of client categorization/classification under MiFID (please refer to our Client Categorisation Policy);
"Rules" means articles, rules, regulations, procedures, policies and customs, as in force from time to time;
"Access Codes" means one or more user identification codes, digital certificates, passwords, authentication codes, or such other information or devices (electronic or otherwise) as may be provided or specified to you, to enable your access to the Electronic Trading Services;
"Sell" has the meaning attributed to it in clause 5.1(a);
"Spread" has the meaning attributed to it in clause 4 and may, as the context requires, include Market Spread;
"Statement" means a written confirmation of our dealings with you including any Transactions that you open and/or close, any Orders that you set and/or edit and any charges that we apply;
"Stop Order" has the meaning given to it in clause 7.1;
"Suspend" has the meaning given to it in clause 23.1, and "Suspension" and "Suspended" has a corresponding meaning;
"System" means all computer hardware and software, equipment, network facilities and other resources and facilities needed to enable you to use an Electronic Trading Service;
"Trading Partner" means any person with whom we have a contractual relationship with, for example a joint venture relationship, partnership relationship, agency relationship or introducing broker relationship;
"Transaction" means any kind of trade we may offer from time to time including a future, contract for differences, spot or forward contract of any kind in relation to any Instrument (including a security) or any combination of Instruments and means either or both Expiry Transactions or Undated Transactions as the context requires;
"Undated Transaction" (including "Undated Buy" and "Undated Sell" Transactions as appropriate) means a Transaction with an indefinite contract period that is not capable of expiring automatically;
"Underlying Market" means the Exchange and/or other similar body and/or liquidity pool on which an Instrument is traded or trading in that Instrument as the context requires.